Solventum Corp (Form: 10-12B, Received: 02/20/2024 16:33:08)

As filed with the Securities and Exchange Commission on February 20, 2024.

File No. 001-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of

the Securities Exchange Act of 1934

Solventum Corporation

(Exact name of Registrant as specified in its charter)


Delaware			92-2008841
(State or other jurisdiction of incorporation or organization)			(I.R.S. employer identification number)
3M Center, St. Paul, Minnesota			55144
(Address of principal executive offices)			(Zip code)

(651) 733-1110

(Registrant’s telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of Each Class to be so Registered						Name of Each Exchange on which Each Class Is to be Registered
Common stock, par value $0.01 per share

Securities to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transaction period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

3M HEALTH CARE COMPANY

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.

Item 1. Business.

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “The Separation and Distribution,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Certain Relationships and Related Party Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

Item 1A.Risk Factors.

The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.

Item 2. Financial Information.

The information required by this item is contained under the sections of the information statement entitled “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Information,” “Summary Historical and Unaudited Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Index to Combined Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.

Item 3. Properties.

The information required by this item is contained under the section of the information statement entitled “Business — Properties.” That section is incorporated herein by reference.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.

Item 5. Directors and Executive Officers.

The information required by this item is contained under the sections of the information statement entitled “Management” and “Directors.” Those sections are incorporated herein by reference.

Item 6. Executive Compensation.

The information required by this item is contained under the section of the information statement entitled “Executive Compensation.” That section is incorporated herein by reference.

Item 7. Certain Relationships and Related Transactions.

The information required by this item is contained under the sections of the information statement entitled “Management,” “Directors” and “Certain Relationships and Related Party Transactions.” Those sections are incorporated herein by reference.

Item 8. Legal Proceedings.

The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.

Item 9. Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.

The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “Capitalization,” “The Separation and Distribution,” and “Description of SpinCo Capital Stock.” Those sections are incorporated herein by reference.

Item 10. Recent Sales of Unregistered Securities.

The information required by this item is contained under the sections of the information statement entitled “Description of Material Indebtedness” and “Description of SpinCo Capital Stock—Sale of Unregistered Securities.” Those sections are incorporated herein by reference.

Item 11. Description of Registrant’s Securities to be Registered.

The information required by this item is contained under the sections of the information statement entitled “Dividend Policy,” “The Separation and Distribution” and “Description of SpinCo Capital Stock.” Those sections are incorporated herein by reference.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the section of the information statement entitled “Description of SpinCo Capital Stock—Limitation on Liability and Indemnification of Directors and Officers.” That section is incorporated herein by reference.

Item 13. Financial Statements and Supplementary Data.

The information required by this item is contained under the section of the information statement entitled “Index to Combined Financial Statements” and the financial statements referenced therein. That section is incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements and Schedule

The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Index to Combined Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.

(b) Exhibits

The following documents are filed as exhibits hereto:


Exhibit Number						Exhibit Description
2.1						Form of Separation and Distribution Agreement by and between 3M Company and Registrant
3.1						Form of Amended and Restated Certificate of Incorporation of Registrant
3.2						Form of Amended and Restated Bylaws of Registrant
10.1						Form of Transition Services Agreement by and between 3M Company and Registrant
10.2						Form of Tax Matters Agreement by and between 3M Company and Registrant
10.3						Form of Employee Matters Agreement by and between 3M Company and Registrant
10.4						Form of Transition Distribution Services Agreement by and between 3M Company and Registrant+
10.5						Form of Transition Contract Manufacturing Agreement by and between 3M Company and Registrant
10.6						Form of Research and Development Master Services Agreement by and between 3M Company and Registrant
10.7						Form of Real Estate License Agreement by and between 3M Company or one of its affiliates and Registrant or one of its affiliates
10.8						Form of Intellectual Property Cross License Agreement by and between certain members of the 3M Company group and certain members of the Registrant’s group
10.9						Form of 3M Mark Use Agreement by and between certain members of the 3M Company group and certain members of the Registrant’s group+
10.10						Form of Transitional Trademark Cross License Agreement by and between certain members of the 3M Company group and certain members of the Registrant‘s group+
10.11						Form of Master Supply Agreement by and between 3M Company and Registrant
10.12						Form of Stockholder’s and Registration Rights Agreement by and between 3M Company and Registrant
10.13						Form of Solventum Corporation Stock Incentive Plan*
21.1						List of Subsidiaries of Registrant*
99.1						Information Statement of Registrant, preliminary and subject to completion, dated February 20 , 2024

_________________

*To be filed by amendment.

+ Certain confidential information contained in this document, marked by [* * *], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:

February 20, 2024

SOLVENTUM CORPORATION

By:

/s/ Teresa K. Crockett

Name:

Teresa K. Crockett

Title:

President

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

BY AND BETWEEN

3M COMPANY

AND

SOLVENTUM CORPORATION

DATED AS OF [●], 2024

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

Section 1.1

Certain Defined Terms

Section 1.2

Other Defined Terms

ARTICLE II THE SEPARATION

Section 2.1

Transfer of Assets and Assumption of Liabilities

Section 2.2

SpinCo Assets; Parent Assets

Section 2.3

SpinCo Liabilities; Parent Liabilities

Section 2.4

Approvals and Notifications

Section 2.5

Novation of Liabilities

Section 2.6

Release of Guarantees

Section 2.7

Termination of Agreements

Section 2.8

Treatment of Shared Contracts

Section 2.9

Bank Accounts; Cash Balances

Section 2.10

Delayed Transferred SpinCo Assets

Section 2.11

Delayed Transferred Parent Assets

Section 2.12

Ancillary Agreements

Section 2.13

Disclaimer of Representations and Warranties

Section 2.14

SpinCo Financing Arrangements; Cash Transfer

Section 2.15

Financial Information Certifications

Section 2.16

Transition Committee

Section 2.17

SpinCo Customer Incentive Plan Accruals

Section 2.18

Cash Adjustment

Section 2.19

Post-Separation Transfers

ARTICLE III THE TRANSACTIONS

Section 3.1

Sole and Absolute Discretion; Cooperation

Section 3.2

Actions Prior to the Distribution

Section 3.3

Conditions to the Distribution

Section 3.4

The Distribution

ARTICLE IV MUTUAL RELEASES; INDEMNIFICATION

Section 4.1

Release of Pre-Distribution Claims

Section 4.2

Indemnification by SpinCo

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Section 4.3

Indemnification by Parent

Section 4.4

Indemnification Obligations Net of Insurance Proceeds and Other

Amounts

Section 4.5

Procedures for Indemnification of Third-Party Claims

Section 4.6

Additional Matters

Section 4.7

Right of Contribution

Section 4.8

Covenant Not to Sue

Section 4.9

Remedies Cumulative

Section 4.10

Survival of Indemnities

Section 4.11

Management of Certain Actions and Internal Investigations

Section 4.12

Management of Non-PFAS Environmental Liabilities and PFAS

Liabilities

ARTICLE V CERTAIN OTHER MATTERS

Section 5.1

Insurance Matters

Section 5.2

Late Payments

Section 5.3

Inducement

Section 5.4

Post-Effective Time Conduct

Section 5.5

D&O Insurance

Section 5.6

Employee Non-Solicit

Section 5.7

Non-Competition Provisions; Restrictive Covenants.

ARTICLE VI EXCHANGE OF INFORMATION; CONFIDENTIALITY

Section 6.1

Pre-Closing Information Allocation Process

Section 6.2

Agreement for Exchange of Information

Section 6.3

Ownership of Information

Section 6.4

Compensation for Providing Information

Section 6.5

Record Retention

Section 6.6

Limitations of Liability

Section 6.7

Other Agreements Providing for Exchange of Information

Section 6.8

Production of Witnesses; Records; Cooperation

Section 6.9

Privileged Matters

Section 6.10

Confidentiality

Section 6.11

Protective Arrangements

ARTICLE VII DISPUTE RESOLUTION

Section 7.1

Transition Committee

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Section 7.2

Good-Faith Officer Negotiation

Section 7.3

CEO Negotiation

Section 7.4

Mediation

Section 7.5

Litigation and Arbitration

Section 7.6

Conduct During Dispute Resolution Process

Section 7.7

Dispute Resolution Coordination

Section 7.8

Local Transfer Agreement

ARTICLE VIII FURTHER ASSURANCES AND ADDITIONAL COVENANTS

Section 8.1

Further Assurances

ARTICLE IX TERMINATION

Section 9.1

Termination

Section 9.2

Effect of Termination

ARTICLE X MISCELLANEOUS

Section 10.1

Counterparts; Entire Agreement; Corporate Power

Section 10.2

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

Section 10.3

Assignability

Section 10.4

Third-Party Beneficiaries

Section 10.5

Notices

Section 10.6

Severability

Section 10.7

Force Majeure

Section 10.8

No Set-Off

Section 10.9

Expenses

Section 10.10

Headings

Section 10.11

Survival of Covenants

Section 10.12

Waivers of Default

Section 10.13

Specific Performance

Section 10.14

Amendments

Section 10.15

Interpretation

Section 10.16

Limitations of Liability

Section 10.17

Performance

Section 10.18

Mutual Drafting; Precedence

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SEPARATION AND DISTRIBUTION AGREEMENT

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.

R E C I T A L S

WHEREAS, the board of directors of Parent (the “Parent Board”) has determined that it is in the best interests of Parent and its shareholders to create a new publicly traded company that shall operate the SpinCo Business;

WHEREAS, in furtherance of the foregoing, the Parent Board has determined that it is appropriate and desirable to separate the SpinCo Business from the Parent Business (the “Separation”) and, following the Separation, make a distribution, on a pro rata basis, to holders of Parent Shares on the Record Date of at least 80.1% of the outstanding SpinCo Shares owned by Parent (the “Distribution”);

WHEREAS, pursuant to the Separation Step Plan and the terms of this Agreement, among other things, (a) as part of the Separation, Parent will contribute certain SpinCo Assets held by it to SpinCo, in exchange for (i) the assumption by SpinCo of certain SpinCo Liabilities, (ii) the issuance by SpinCo to Parent of SpinCo Shares, and (iii) the Cash Transfer (the “SpinCo Contribution”) and (b) following the SpinCo Contribution, Parent will effect the Distribution;

WHEREAS, following the Distribution, (a) Parent may retain up to 19.9% of the outstanding SpinCo Shares (any SpinCo Shares so retained, the “Retained Stock”) and (b) Parent will sell any Retained Stock in one or more dispositions to third-party investors (the “Dispositions”);

WHEREAS, SpinCo has been incorporated solely for these purposes and has not engaged in activities except in connection with the Separation and the Distribution;

WHEREAS, for U.S. federal income tax purposes, it is intended that (a) the SpinCo Contribution and the Distribution, taken together, will qualify, in whole or in part, as a “reorganization” within the meaning of Sections 355 and 368(a)(1)(D) of the Code, and (b) this Agreement (including the Separation Step Plan attached hereto as Schedule 2.1(a)) is intended to be, and is hereby adopted as, a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g);

WHEREAS, SpinCo and Parent have prepared, and SpinCo has filed with the U.S. Securities and Exchange Commission (the “SEC”), the Form 10 (as defined below), which includes the Information Statement, and which sets forth disclosure concerning SpinCo, the Separation and the Distribution;

WHEREAS, each of Parent and SpinCo has determined that it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and the Distribution and certain other agreements that will govern certain matters relating to the Separation and the Distribution and the relationship of Parent, SpinCo and the members of their respective Groups following the Distribution; and

WHEREAS, the Parties acknowledge that this Agreement, the Ancillary Agreements and the Local Transfer Agreements represent the integrated agreement of Parent and SpinCo relating to the Separation and the Distribution, are being entered into together, and would not have been entered into independently.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms.

For the purpose of this Agreement, the following terms shall have the following meanings:

“Action” shall mean any demand, action, claim (including any cross-claim or counterclaim), dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“Affiliate” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, solely for purposes of this Agreement, the Ancillary Agreements and the Local Transfer Agreements, (a) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the SpinCo Group.

“Ancillary Agreements” shall mean all agreements (other than this Agreement) entered into by the Parties or the members of their respective Groups (but only agreements as to

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which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by this Agreement, including the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Transition Contract Manufacturing Agreements, the Transition Distribution Services Agreement, the Stockholders Agreement, the Intellectual Property Matters Agreements, the agreements set forth on Schedule 1.1(a)(i) and any other agreement that by its express terms provides that it shall be an Ancillary Agreement for purposes of this Agreement, provided that the following shall not be deemed to be Ancillary Agreements: (i) Local Transfer Agreement, (ii) any agreement if the parties thereto do not include at least one member of the Parent Group and one member of the SpinCo Group, and (iii) the agreements set forth in Schedule 1.1(a)(ii).

“Approvals or Notifications” shall mean any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Third Party, including any Governmental Authority.

“Assets” shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement.

“Cash” shall mean, as of any measurement time, the aggregate amount of cash, cash equivalents and marketable securities on hand or held in deposit, checking, money market or other similar accounts by, for the benefit of or in the name of, the members of the applicable Group, as determined in accordance with U.S. generally accepted accounting principles; provided that “Cash” (a) shall not include the aggregate amount of checks and drafts written by any member of the applicable Group that remain outstanding and (b) shall include the aggregate amount of all checks, drafts and wires deposited for the account of any member of the applicable Group that have not been credited by the receiving bank, in each case as of such measurement time. Any Cash that is not denominated in U.S. dollars shall, for purposes of the measurement of the Cash amount under this Agreement, be converted into U.S. dollars on the basis of the spot rate of exchange for such currency into U.S. dollars as published by Reuters at 5:00 p.m. Eastern time on the second (2nd) business day prior to the Effective Time.

“Cash Adjustment Amount” shall mean Parent’s good-faith calculation of the total amount of Cash of the SpinCo Group as of the Effective Time (after giving effect to the Cash Transfer) in all jurisdictions minus $[●] (which calculation may result in a positive or a negative number).

“Cash of the SpinCo Group” shall mean the amount of Cash in accounts held by or in the name of a member of the SpinCo Group.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

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“Commercial Contracts” shall mean (a) commercial contracts or agreements of either Party or any member of its Group with a customer of any such Person (acting in such capacity), including distributor agreements, wholesaler agreements, dealer agreements or group purchasing organization agreements, and (b) supply contracts or agreements of either Party or any member of its Group with end-user customers, in each of clause (a) and (b) as of immediately prior to the Effective Time.

“COVID-19” shall mean SARS-CoV-2 or COVID-19, and any evolutions, variants, mutations or worsening thereof or related or associated epidemics, pandemics or disease outbreaks (including any subsequent waves).

“Customary Offering Actions” shall mean all actions by SpinCo that are requested by Parent to assist with respect to the consummation of the Distribution or any Disposition, as applicable, and any transactions in connection therewith, including: (a) participating in meetings, presentations and due diligence sessions, (b) assisting with the preparation of materials for presentations, memoranda and similar documents required in connection with any such transactions, (c) providing any financial information and other information about SpinCo and its Subsidiaries reasonably requested by Parent, and (d) authorizing and directing SpinCo’s auditors to provide customary cooperation, including comfort letters and authorization letters, in connection with any such transactions.

“Designated Time” shall mean, with respect to each jurisdiction, the time specified in Schedule 1.1(b).

“Disclosure Document” shall mean any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any other member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, used for a distribution of securities in connection with the Distribution or for an offering of securities as contemplated by this Agreement, including an offering in connection with the SpinCo Financing Arrangements or any Disposition.

“Distribution Agent” shall mean the trust company or bank duly appointed by Parent to act as distribution agent, transfer agent and registrar for the SpinCo Shares in connection with the Distribution.

“Distribution Date” shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion.

“Effective Time” shall mean 12:01 a.m., New York City time, on the Distribution Date.

“EHS Permits” shall mean Permits issued under Environmental Laws.

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“Employee Matters Agreement” shall mean the Employee Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Environmental Law” shall mean any Law relating to pollution, protection or restoration of or prevention of harm to the environment or natural resources, including the use, handling, transportation, treatment, storage, disposal, Release, emission, or discharge of hazardous or toxic materials or solid, biological or medical waste or, as relates to exposure to Hazardous Materials present in the environment, the protection of or prevention of harm to human health and safety.

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Excluded Products” shall mean any of the following: (a) any products introduced by the SpinCo Group after the Effective Time that contain or are enabled by PFAS that are not supplied by the Parent Group; and (b) any products that are modified after the Effective Time to add, contain or become enabled by PFAS that are not supplied by the Parent Group, or with respect to which any modification is made after the Effective Time in the formulation or production of the product that changes the amount or type of PFAS contained in the product or the amount or type of PFAS enabling the product, in each case from and after the date of such modification.

“Force Majeure” shall mean, with respect to a Party, an event [beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf), and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable], and includes (i) acts of God, (ii) strikes, lockouts, other labor and industrial disputes and disturbances, (iii) civil disturbances, government requirements and regulations, directives, consent orders, court orders, accidents, acts of war or conditions arising out of or attributable to war or conflicts (whether declared or undeclared), (iv) inability to gain necessary regulatory or manufacturing approvals, permits, or licenses for the manufacture, disposal, sale, use, or other necessary operational requirement, (v) terrorism, rebellion, revolution, insurrection, riot, or invasion, (vi) fire, storm, flood, explosion, earthquake, elements of nature, [unusually severe weather conditions], pandemics, epidemics, national or regional emergencies, (vii) shortage of, or inability or difficulty in procuring, necessary equipment, raw materials, power, or labor, or restrictions thereon or limitations upon the use thereof, and delays in transportation, and (viii) any other action taken by [a Party] to address stewardship or regulatory concerns. [Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto, shall not be deemed an event of Force Majeure.]

“Form 10” shall mean the registration statement on Form 10 filed by SpinCo with the SEC to effect the registration of SpinCo Shares pursuant to the Exchange Act in connection

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with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution.

“Governmental Approvals” shall mean any Approvals or Notifications to be made to, or obtained from, any Governmental Authority.

“Governmental Authority” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, a government and any executive official thereof.

“Group” shall mean either the SpinCo Group or the Parent Group, as the context requires.

“Hazardous Materials” shall mean any chemical, material, substance, waste, pollutant, emission, discharge, release or contaminant that could result in Liability under, or that is prohibited, limited or regulated by or pursuant to, any Environmental Law, and any natural or artificial substance (whether solid, liquid or gas, noise, ion, vapor or electromagnetic) that could cause harm to human health or the environment, including petroleum, petroleum products and byproducts, asbestos and asbestos-containing materials, urea formaldehyde foam insulation, electronic, medical or infectious wastes, polychlorinated biphenyls, radon gas, radioactive substances, chlorofluorocarbons and all other ozone-depleting substances.

“Healthcare Permits” shall mean Permits (including product approvals, certifications, licenses and authorizations granted by Governmental Authorities, such as US FDA 510(k) clearances, investigational device exemption approvals, premarket approvals, notified body approvals, and other regulatory body approvals) regulating the health care or pharmaceutical industries, related to SpinCo Products or to products of a similar type to any SpinCo Product or pertaining to the clinical testing, manufacture, marketing, distribution or wholesale of medical or pharmaceutical products or any other SpinCo Product or product of a similar type to any SpinCo Product.

“Hollow Fiber Membrane” shall mean a membrane with generally hollow cylindrical geometries having a thin polymeric wall that allows certain molecules or particles to pass through it while establishing a gradient for other molecules or particles.

“Industrial Adhesive” shall mean an adhesive (standalone or in tape) other than a Medical Grade Adhesive.

“Information Statement” shall mean the information statement to be made available to the holders of Parent Shares in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.

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“Insurance Proceeds” shall mean those monies:

(a) received by an insured from an insurance carrier, including amounts actually received from a captive insurance program;

(b) paid by an insurance carrier on behalf of the insured; or

in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) and net of any costs or expenses incurred in the collection thereof.

“Intellectual Property Cross License Agreement” shall mean the Intellectual Property Cross License Agreement, to be entered into by and between certain members of the Parent Group and the SpinCo Group in connection with the Separation.

“Intellectual Property Matters Agreements” shall mean, collectively, (x) the Intellectual Property Cross License Agreement and (y) (i) the 3M Mark Use Agreement; and (ii) the Transitional Trademark Cross License Agreement, in each case of this clause (y), to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation.

“Intellectual Property Rights” shall mean any and all common-law and statutory rights anywhere in the world arising under or associated with the following: (a) patents, patent applications, utility models, statutory invention registrations, certificates of invention, registered designs, utility models and similar or equivalent rights in inventions and designs, and all rights therein provided by international treaties or conventions, (b) trademarks, service marks, trade names, service names, trade dress, logos and other designations of origin, including any registrations and applications for registration of any of the foregoing (“Trademarks”), (c) rights associated with Internet domain names, uniform resource locators, social media accounts or “handles” with Facebook, LinkedIn, Twitter and similar social media platforms, handles, and other names, identifiers, and locators associated with Internet addresses, sites, and services (excluding Internet Protocol addresses) (“Internet Property Rights”), (d) copyrights and any other equivalent rights in works of authorship (including rights in software or databases as a work of authorship) and any other related rights of authors, and all registrations and applications for registration of any of the foregoing(“Copyrights”), (e) trade secrets and industrial secret rights and rights in know-how, inventions, data, and any other confidential or proprietary business or technical information, that derive independent economic value, whether actual or potential, from not being known to other persons (“Trade Secrets”), (f) all other similar or equivalent intellectual property or proprietary rights anywhere in the world (excluding IT Assets), and (g) know-how (i) not otherwise included in the preceding clause (e) embodying the foregoing, including blueprints, designs, design protocols, documentation, specifications for materials, parts, devices, and design tools, apparatus, reports, analyses, writings, materials, manuals, data, databases, and

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software, and (ii) relating to, embodying, or describing products, articles, apparatus, devices, processes, methods, formulae, recipes or other technical information (excluding IT Assets).

“Internal Investigation” shall mean any internal inquiry, investigation, probe, audit or inspection conducted by a member of the Parent Group or the SpinCo Group.

“Inventory” shall mean inventories of materials, supplies, goods in transit, customer returns, and work-in-process and finished goods and products, in each case of whatever kind, nature or description.

“IT Assets” shall mean all computer systems (including hardware, computers, servers, workstations, routers, hubs, switches, and data communication lines), network and telecommunications equipment, Internet-related information technology infrastructure, Internet Protocol addresses, other information technology equipment, software that is not a product or component of a product sold or licensed to customers by Parent Business or the SpinCo Business, and all associated documentation. For the avoidance of doubt, IT Assets do not include products and services sold or offered by a Party to customers and do not include the Assets described in Schedule 1.1(c).

“Law” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, Permit, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“Liabilities” shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, fines, settlements, sanctions, costs, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, Action (including any Third-Party Claim) or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“Local Transfer Agreements” means the Transfer Documents entered into between members of the Parent Group, on the one hand, and members of the SpinCo Group, on the other hand, to effectuate the transfers of Assets and Liabilities between members of the Parent Group and the SpinCo Group in connection with the Separation, either prior to the date of this Agreement or as contemplated by Section 2.19.

“Losses” shall mean actual losses (including any diminution in value), costs, damages, penalties and expenses (including legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

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“Medical Device Assembly Product(s)” means a product that has both an Industrial Adhesive and a Medical Grade Adhesive, and is a subcomponent of a finished consumable health care or medical product.

“Medical Grade Adhesives” shall mean an adhesive (standalone or in a tape) that (1) is marketed to be in contact with human or animal tissue (including, for example, epithelial, muscle, nerve, connective, tendon, bone, dermal, artificial tissue, or teeth) and/or biological fluids (including, for example, human or animal exudate, blood, or oil); or (2) complies with at least one of ISO 13485 and ISO 10993; or (3) is marketed to be both (i) used in life science diagnostics (including, for example, animal genetic testing, biofluid diagnostics), and (ii) contact a biological, analyte, or medicinal sample in such applications, other than the Rapid Field.

“Medical Grade Films” shall mean a single or multi-layer film that (1) is marketed to be in contact with human or animal tissue (including, for example, epithelial, muscle, nerve, connective, tendon, bone, dermal, artificial tissue, and teeth) and/or biological fluids (including, for example, human or animal exudate, blood, and oil); or (2) complies with at least one of ISO 13485 and ISO 10993; or (3) is marketed to be both (i) used in life science diagnostics (including, for example, GMO testing, animal genetic testing, biofluid diagnostics), and (ii) in contact with a biological, analyte, or medicinal sample in such applications, other than the Rapid Field.

“Non-PFAS Environmental Liabilities” shall mean all Liabilities (including any contractual obligations) relating to, arising out of or resulting from any Hazardous Materials or Environmental Law (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any product take-back requirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith; provided that PFAS Liabilities shall not constitute Non-PFAS Environmental Liabilities.

“NYSE” shall mean the New York Stock Exchange.

“Parent Business” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time by either Party or any other member of its Group, including the businesses, operations and activities set forth on Schedule 1.1(d)(i), other than the SpinCo Business and the businesses, operations and activities set forth on Schedule 1.1(d)(ii).

“Parent Cooling Field” shall have the meaning given to Company Cooling Field in the Intellectual Property Cross License Agreement.

“Parent Group” shall mean Parent and each Person that is a Subsidiary of Parent (other than SpinCo and any other member of the SpinCo Group).

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“Parent Non-PFAS Environmental Liabilities” shall mean the Non-PFAS Environmental Liabilities of either Party or any other member of its Group that are not SpinCo Non-PFAS Environmental Liabilities, including the Non-PFAS Environmental Liabilities set forth on Schedule 1.1(e).

“Parent PFAS Liabilities” shall mean, collectively, without duplication:

(a) Liabilities relating to, arising out of or resulting from the litigation matters set forth on Schedule 1.1(f);

(b) Liabilities under the terms of the Settlement Agreement, dated June 22, 2023, by and between Public Water Systems and Parent;

(c) PFAS Liabilities relating to, arising out of or resulting from any Actions that (x) are first threatened, filed or commenced against the Parent Group or any member of the Parent Group by a Third Party following the Effective Time, and (y) do not involve any claims or allegations related to the conduct of the SpinCo Business, any SpinCo Asset, or any member of the SpinCo Group, whether or not a member of the SpinCo Group is named as a defendant, respondent or party to such Action. For purposes of this clause (c), SpinCo Group shall include all Subsidiaries of SpinCo formed or acquired after the Effective Time;

(d) PFAS Liabilities relating to, arising out of or resulting from Product Claims regarding the products of the Parent Business (x) manufactured at any time before, at or after the Effective Time (including, for the avoidance of doubt, any discontinued products of the Parent Business), or (y) with PFAS with a chemistry manufactured or used by Parent or any of its Subsidiaries at any time before, at or after the Effective Time;

(e) PFAS Liabilities related to, arising out of or resulting from (i) Site-Based PFAS Contamination, (ii) any Release of PFAS on any real property, or (iii) the presence of PFAS on any real property, in the case of each of (i), (ii) or (iii) arising from the activities of the Parent Business as conducted on any such site owned, leased or operated by any member of the Parent Group (including, prior to the Effective Time, the members of the SpinCo Group) other than any SpinCo Real Property, whether arising before, at or after the Effective Time;

(f) Retained PFAS Product Liabilities;

(g) Retained Site-Related PFAS Liabilities; and

(h) any other PFAS Liability that is not of a category addressed in clauses (a) through (g) above, to the extent relating to, arising out of or resulting from (x) the business, operations and activities of the Parent Business as conducted at any time prior to, at, or after the Effective Time, or (y) any Parent Asset;

provided that Parent PFAS Liabilities shall not include costs incurred by a member of the SpinCo Group based on compliance in the ordinary course of business with Laws governing PFAS,

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including compliance with permitting requirements or operational emission or discharge limits involving PFAS (and such costs shall be SpinCo PFAS Liabilities).

“Parent Shared Commercial Contract” shall mean a Commercial Contract that is not exclusively related to the Parent Business and is not a SpinCo Contract.

“Parent Shares” shall mean the shares of common stock, par value $0.01 per share, of Parent.

“Parties” shall mean the parties to this Agreement, and each a “Party.”

“Permits” shall mean permits, approvals, authorizations, consents, licenses, registrations or certificates issued by any Governmental Authority.

“Person” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“PFAS” shall mean any per- or poly-fluoroalkyl substance that contains at least one fully fluorinated methyl or methylene carbon atom (without any hydrogen, chlorine, bromine, or iodine atom attached to it).

“PFAS Liabilities” shall mean all Liabilities of either Party or the members of its Group to the extent relating to, arising out of or resulting from (a) the presence, discharge, use, release of or exposure to PFAS, (b) investigation, monitoring, cleanup, removal or remediation of PFAS, (c) damages or injury from PFAS, or (d) Laws regulating PFAS.

“Post-Sale PFAS” shall mean PFAS (a) accumulated by a product of the SpinCo Group as a result of its use (whether or not the product is being used as directed), including through filtration, purification or similar application or (b) otherwise added to a product of the SpinCo Group after it is sold.

“Previously Divested Business” shall mean businesses, operations or activities of the Parent Group (including the members of the SpinCo Group) that have been terminated, divested or discontinued prior to the Distribution.

“Prime Rate” shall mean the rate last quoted as of the time of determination by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate as of such time, or, if such rate is no longer quoted therein, then any similar rate quoted therein (as determined by Parent) or any similar release by the Federal Reserve Board (as determined by Parent).

“Privileged Information” shall mean any information, in written, oral, electronic or other tangible or intangible forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by or for

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attorneys or under their direction (including attorney work product), or information conveying or reflecting the legal advice of counsel, as to which a Party or any other member of its Group would be entitled to assert or have asserted a privilege or other protection, including the attorney-client and attorney work product privileges.

“Product Claims” shall mean Third-Party Claims specifically alleging (including Actions based on underlying claims specifically alleging) harms arising from products, including product defect claims, personal injury claims in which the alleged injury is attributed to a product, consumer protection claims related to a product, claims alleging fraud with respect to a product, “failure to disclose” claims related to a product, indemnity claims related to a product, breach of contract claims related to a product and product labelling or product advertising claims, subject to the parenthetical in clause (a) of the definition of “Retained Site-Related PFAS Liabilities”.

“Rapid Field” shall mean any sampling, collection, detection, and/or identification of aerosols where the sampling or detecting device includes an electrostatically charged nonwoven media on which a sample is incident.

“Record Date” shall mean the close of business on the date to be determined by the Parent Board as the record date for determining holders of Parent Shares entitled to receive SpinCo Shares pursuant to the Distribution.

“Record Holders” shall mean the holders of record of Parent Shares as of the Record Date.

“Release” shall mean any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Materials into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“Representatives” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“Retained PFAS Product Liabilities” shall mean PFAS Liabilities (other than PFAS Liabilities specified in clauses [(a) through (e)] of the definition of Parent PFAS Liabilities) to the extent relating to, arising out of or resulting from:

(a) any Product Claims based on the alleged presence of PFAS (other than Post-Sale PFAS) contained in one or more Specified SpinCo PFAS Products, in each case in which the Specified SpinCo PFAS Products at issue were sold by SpinCo to a Third Party prior to January 1, 2026; and

(b) any Product Claims based on the alleged presence of Post-Sale PFAS in or on one or more products of the SpinCo Group, in each case in which SpinCo is able to demonstrate

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that the applicable product was sold by Parent or its Subsidiaries (including SpinCo or any member of the SpinCo Group) to a Third Party prior to the Effective Time;

provided, that (x) with respect to any Product Claims described in the foregoing clause (a) involving products sold both before January 1, 2026 and on or after January 1, 2026, the percentage of the Liabilities relating to, arising out of or resulting from such Product Claims that constitute Retained PFAS Product Liabilities shall be equal to the percentage of the relevant sales of the underlying product that occurred before January 1, 2026 and (y) with respect to any Product Claims described in the foregoing clause (b) involving products sold to a Third Party both prior to the Effective Time (as demonstrated by SpinCo) and after the Effective Time, the percentage of the Liabilities relating to, arising out of or resulting from such Product Claims that constitute Retained PFAS Product Liabilities shall be equal to the percentage of the relevant sales of the underlying product that SpinCo can demonstrate occurred prior to the Effective Time.

“Retained Site-Related PFAS Liabilities” shall mean PFAS Liabilities (other than Parent PFAS Liabilities specified in clauses (a) through (e) of the definition thereof) relating to, arising out of or resulting from any Third-Party Claims with respect to:

(a) Site-Based PFAS Contamination (including Third-Party Claims specifically alleging harms arising from products, to the extent the applicable product was contaminated with PFAS as a result of Site-Based PFAS Contamination, which shall not constitute Product Claims hereunder);

(b) any Release of PFAS on any real property; or

in the case of each of (a), (b) or (c) arising from the activities of the SpinCo Business prior to the Effective Time as conducted at any SpinCo Real Property, at any sites owned, leased or operated by the SpinCo Business prior to the Effective Time, or at any other sites at which the SpinCo Business was otherwise conducted prior to the Effective Time; provided that a Liability shall not be a Retained Site-Related PFAS Liability (and, for the avoidance of doubt, shall be a SpinCo PFAS Liability): (i) if the applicable PFAS consists of a chemistry that was never manufactured or used by any of Parent or any of its Subsidiaries prior to the Effective Time; (ii) if the PFAS Liability relates to, arises out of or results from a Release from any fire protection system (including any Release of Aqueous Film Forming Foam) following the Effective Time; or (iii) to the extent that the applicable PFAS Liability resulted from either an action taken by any member of the SpinCo Group following the Effective Time or from any failure by a member of the SpinCo Group following the Effective Time to use commercially reasonable efforts that are consistent with then-current industry standards to avoid contamination (in which case, the portion of the PFAS Liability attributable to SpinCo’s action, inaction or failure shall not be a Retained Site-Related PFAS Liability).

“Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant,

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condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever.

“Selected Stock Exchange” shall mean [ ].

“Shared Commercial Contracts” shall mean, collectively, the Parent Shared Commercial Contracts and the SpinCo Shared Commercial Contracts.

“Shared Contract” shall mean any contract or agreement between a member of either Group and a Third Party existing as of immediately prior to the Effective Time that relates in any material respect to both the SpinCo Business and the Parent Business, other than leases and licenses for occupying real property.

“Site-Based PFAS Contamination” shall mean PFAS contamination alleged to arise from a facility, site or other real property location, other than contamination that is alleged to have arisen at a real property location specifically as a result of the presence, disposal or use of a product.

“Specified Entities” shall mean the entities listed on Schedule 1.1(g).

“Specified Jurisdiction” shall mean the jurisdictions listed on Schedule 1.1(h).

“Specified SpinCo PFAS Products” shall mean the products of the SpinCo Group (whether produced before, at or after the Effective Time) alleged to contain or be enabled by PFAS, including the SpinCo Products set forth on Schedule 1.1(i), provided that an Excluded Product shall not constitute a Specified SpinCo PFAS Product.

“SpinCo Accounts Payable” shall mean, collectively, (a) the accounts payable as of immediately prior to the Effective Time generated in the name of a Specified Entity from and after the applicable Designated Time, (b) the accounts payable as of immediately prior to the Effective Time in the name of a member of the SpinCo Group other than a Specified Entity, and (c) the accounts payable of either Party or any of the members of its Group as of immediately prior to the Effective Time attributable to the SpinCo Business in the Specified Jurisdictions.

“SpinCo Accounts Receivable” shall mean, collectively, (a) the accounts receivable as of immediately prior to the Effective Time generated in the name of a Specified Entity from and after the applicable Designated Time, (b) the accounts receivable as of immediately prior to the Effective Time in the name of a member of the SpinCo Group other than a Specified Entity, and (c) the accounts receivable of either Party or any of the members of its Group as of immediately prior to the Effective Time attributable to the SpinCo Business in the Specified Jurisdictions.

“SpinCo Business” shall mean (a) the businesses, operations and activities of the Health Care reporting segment of Parent conducted as of immediately prior to the Effective Time by either Party or any of its Subsidiaries, (b) the businesses, operations and activities set forth on Schedule 1.1(j)(i), (c) each Previously Divested Business that at the time of termination,

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divestment or discontinuation primarily related to the Health Care reporting segment of Parent, and (d) the Previously Divested Businesses set forth on Schedule 1.1(j)(ii), provided that none of the businesses, operations and activities set forth on Schedule 1.1(j)(iii) shall be included in the SpinCo Business.

“SpinCo Bylaws” shall mean the Amended and Restated Bylaws of SpinCo, substantially in the form of Exhibit B.

“SpinCo Certificate of Incorporation” shall mean the Amended and Restated Certificate of Incorporation of SpinCo, substantially in the form of Exhibit A.

“SpinCo Contracts” shall mean the following contracts and agreements to which either Party or any other member of its Group is a party or by which it or any other member of its Group or any of their respective Assets is bound, whether or not in writing, in each case as in effect as of immediately prior to the Effective Time:

(a) any contracts or agreements with a Third Party related exclusively to the SpinCo Business or any SpinCo Asset, including any interest rate, currency, commodity or other forward, swap, collar, cap or other hedging or similar agreements or arrangements exclusively related to the SpinCo Business;

(b) any SpinCo Shared Commercial Contracts;

(c) any contractual guarantee, indemnity, representation, covenant, warranty or other similar contractual Liability of either Party or any other member of its Group in respect of any other SpinCo Contract, any SpinCo Liability or the SpinCo Business;

(d) any contract or agreement that (x) is expressly contemplated by this Agreement or any of the Ancillary Agreements to be assigned to SpinCo or any other member of the SpinCo Group, or (y) is specifically identified in a Local Transfer Agreement as transferring to SpinCo or any other member of the SpinCo Group, and is not expressly contemplated by this Agreement or any of the Ancillary Agreements to be retained by Parent or any other member of the Parent Group;

(e) any credit agreement, indenture, note or other financing agreement or instrument entered into by SpinCo and/or any other member of the SpinCo Group in connection with the Separation, including any SpinCo Financing Arrangements;

(f) any contract or agreement entered into in the name of, or expressly on behalf of, any division, business unit or member of the SpinCo Group;

(g) any employment, change of control, retention, consulting, indemnification, termination, severance or other similar agreements with any SpinCo Group Employee, consultants or advisors of the SpinCo Group that are in effect as of the Effective Time (excluding, for the avoidance of doubt, pension plan matters, which shall be solely governed by the Employee Matters Agreement); and

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(h) any contracts, agreements or settlements set forth on Schedule 1.1(k), including the right to recover any amounts under such contracts, agreements or settlements.

Notwithstanding the foregoing, SpinCo Contracts shall not in any event include any contract or agreement that (x) is expressly contemplated pursuant to any provision of this Agreement or any Ancillary Agreement to be retained by Parent or any other member of the Parent Group from and after the Effective Time or (y) is specifically identified in a Local Transfer Agreement to be retained by Parent or any other member of the Parent Group (and is not expressly contemplated pursuant to any provision of this Agreement or any Ancillary Agreement to constitute a SpinCo Contract from and after the Effective Time).

“SpinCo Customer Incentive Plan Accruals” shall mean all accruals of either Party or any other member of its Group, in each case as of the applicable Designated Time, in respect of sales discounts, rebates and customer incentive plan for SpinCo Products, subject to the principles set forth on Schedule 1.1(l).

“SpinCo Designees” shall mean any and all entities (including corporations, general or limited partnerships, trusts, joint ventures, unincorporated organizations, limited liability entities or other entities) designated by Parent that will be members of the SpinCo Group as of immediately prior to the Effective Time.

“SpinCo Field” shall have the meaning given to it in the Intellectual Property Cross License Agreement.

“SpinCo Group” shall mean (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo, and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

“SpinCo Group Employee” shall have the meaning set forth in the Employee Matters Agreement.

“SpinCo Intellectual Property Rights” shall mean (a) the Intellectual Property Rights set forth on Schedule 1.1(m)(i), and (b) except as set forth on Schedule 1.1(m)(ii), any Intellectual Property Right that is owned by either Party or any of the members of its Group as of immediately prior to the Effective Time and that is primarily used or primarily held for use in the operation of the SpinCo Business.

“SpinCo Inventory” shall mean all Inventory that is owned by a member of the SpinCo Group as of the Effective Time.

“SpinCo IT Assets” shall mean, collectively, (a) (i) all IT Assets dedicated to manufacturing Assets that constitute SpinCo Assets (together with the software applications loaded therein) owned or leased by either Party or any other member of its Group as of

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immediately prior to the Effective Time, (ii) all infrastructure site information technology hardware owned by either Party or any other member of its Group as of immediately prior to the Effective Time that is located on a SpinCo Real Property, (iii) those Internet Protocol addresses set forth on Schedule 1.1(n), and (iv) all information technology hardware owned or licensed by either Party or any other member of its Group as of immediately prior to the Effective Time that are used exclusively or primarily by end-users of the SpinCo Business, other than any such information technology hardware that is leased under a Shared Contract or is located at a site that is not a SpinCo Real Property; and (b) all IT Assets that are software applications owned or licensed by either Party or any other member of its Group as of immediately prior to the Effective Time that are exclusively or primarily used by the SpinCo Business; provided that licensed software shall only be included to the extent that the license for such software is a SpinCo Contract or SpinCo independently has its own license for such software).

“SpinCo Leased Real Property” shall mean the real properties or real property interests leased by either Party or any member of its Group as a lessor pursuant to the leases or locations listed on Schedule 1.1(o), together any fixtures or appurtenances associated therewith.

“SpinCo Non-PFAS Environmental Liabilities” shall mean, collectively, all Non-PFAS Environmental Liabilities of either Party or any other member of its Group (a) set forth on Schedule 1.1(p), (b) related to, arising out of or resulting from SpinCo Real Property; (c) relating to, arising out of or resulting from a SpinCo Product and not relating to, arising out of, or resulting from real property; or (d) to the extent relating to, arising out of or resulting from (x) the business, operations and activities of the SpinCo Business as conducted at any time prior to, at, or after the Effective Time by either Party or any of its current or former Subsidiaries, or (y) any SpinCo Asset and, in each case, not relating to, arising out of, or resulting from real property or a product.

“SpinCo Owned Real Property” shall mean the real property and real property interests listed on Schedule 1.1(q), together with any fixtures or appurtenances associated therewith.

“SpinCo Permits” shall mean, collectively, (a) all Trade Permits held by a Transferred Entity as of immediately prior to the Effective Time, (b) all Healthcare Permits held by either Party or any other member of its Group as of the Effective Time that relate to either (i) products with aggregate global sales revenues for the nine months ended September 30, 2023 that were more than fifty percent (50%) attributable to the SpinCo Business or (ii) products in development by the SpinCo Business as of immediately prior to the Effective Time, (c) (x) all EHS Permits held by either Party or any other member of its Group as of immediately prior to the Effective Time that primarily relate to a SpinCo Real Property and (y) all EHS Permits that are held by or in the name of (in whole or in part) a Transferred Entity as of immediately prior to the Effective Time (to the extent allocated by the terms of such Permit to the SpinCo Group or the SpinCo Business), including the EHS Permits and applications for EHS Permits set forth on Schedule 1.1(r), and (d) all Permits (other than Trade Permits, Healthcare Permits obtained prior to January 1, 2023 or EHS Permits) that are held by a Transferred Entity as of immediately prior to the Effective Time.

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“SpinCo PFAS Liabilities” shall mean (x) all PFAS Liabilities to the extent relating to, arising out of or resulting from the business, operations and activities of the SpinCo Business as conducted at any time at or after the Effective Time by any member of the SpinCo Group (for purposes of this definition, SpinCo Group shall include all Subsidiaries of SpinCo formed or acquired after the Effective Time), other than any Parent PFAS Liabilities, and (y) all PFAS Liabilities relating to, arising out of or resulting from any Product Claims to the extent based on alleged harm from the presence of Post-Sale PFAS in or on one or more products of the SpinCo Group that are not Retained PFAS Product Liabilities.

“SpinCo Products” shall mean those products and brands set forth on Schedule 1.1(s).

“SpinCo Real Property” shall mean, collectively, the SpinCo Owned Real Property and the SpinCo Leased Real Property.

“SpinCo Shared Commercial Contracts” are the Contracts described on Schedule 1.1(t).

“SpinCo Shares” shall mean the shares of common stock, par value $0.01 per share, of SpinCo.

“SpinCo Tangible Personal Property” shall mean (a) all Tangible Personal Property owned by either Party or any other member of its Group as of immediately prior to the Effective Time that is allocated to the SpinCo Group according to the asset list referenced in Schedule 1.1(u)(i) and (b) for Tangible Personal Property not allocated in the asset list referenced in Schedule 1.1(u)(ii), (i) all such Tangible Personal Property owned by either Party or any other member of its Group as of immediately prior to the Effective Time that is located at a SpinCo Real Property or other real property (or portion thereof) occupied by the SpinCo Group (other than (x) Tangible Personal Property primarily used in connection with the Parent Business and (y) any fixture or furniture that is located at real property (or a portion thereof) leased or licensed by the SpinCo Group if the owner or lessor under the master lease is a member of the Parent Group), (ii) all such Tangible Personal Property owned by either Party or any other member of its Group as of immediately prior to the Effective Time that is located at a real property (or portion thereof) that constitutes a Parent Asset or is occupied by the Parent Group and is primarily used in connection with the SpinCo Business, and (iii) Tangible Personal Property of a type set forth on Schedule 1.1(u)(iii) that is primarily associated with SpinCo Group Employees.

“Stockholders Agreement” shall mean the Stockholder and Registration Rights Agreement to be entered into by and between Parent and SpinCo in connection with the Separation and the Distribution, as it may be amended from time to time.

“Subsidiary” shall mean, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or

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indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“Supply Agreement” shall mean the Master Supply Agreement to be entered into by and between Parent and SpinCo in connection with the Separation and the Distribution, where Parent is the supplier, as it may be amended from time to time.

“Tangible Information” shall mean information that is contained in written, electronic or other tangible forms.

“Tangible Personal Property” shall mean personal property, fixtures, machinery, furniture, office equipment, laboratory equipment, automobiles, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models, and other tangible personal property, but shall exclude IT Assets and Inventory.

“Tax” shall have the meaning set forth in the Tax Matters Agreement.

“Tax Matters Agreement” shall mean the Tax Matters Agreement to be entered into by and between Parent and SpinCo in connection with the Separation, the Distribution and the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Tax Return” shall have the meaning set forth in the Tax Matters Agreement.

“Third Party” shall mean any Person other than the Parties or any members of their respective Groups.

“Trade Laws” shall mean any Law relating to, regulating, prohibiting or imposing requirements with respect to the trade, export, import, customs, sanctions, embargo or boycott of goods (including technical data, Intellectual Property and technology) and services, including any requirements of a Governmental Authority promulgated pursuant to any such Law.

“Trade Permits” shall mean Permits issued under applicable Trade Laws.

“Transactions” shall mean, collectively, the Distribution and any Dispositions, and each a “Transaction.”

“Transferred Entities” shall mean the entities set forth on Schedule 1.1(v).

“Transition Arrangements” means the transition services and other transitional arrangements between the Parent Group and SpinCo Group pursuant to the Transition Contract Manufacturing Agreements, Transition Distribution Services Agreements, Transition Services Agreement and [●].

“Transition Contract Manufacturing Agreements” shall mean the one or more Transition Contract Manufacturing Agreements entered into or to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation,

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the Distribution or the other transactions contemplated by this Agreement, each as it may be amended from time to time.

“Transition Distribution Services Agreements” shall mean the one or more Transition Distribution Services Agreements entered into or to be into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Transition Services Agreement” shall mean the Transition Services Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

“Transition Support Termination” shall mean the effective date of the termination or expiration of the applicable Transition Arrangement.

Section 1.2 Other Defined Terms.

Term

Section

Agreement

Preamble

Approved Industrial Adhesives

Section 5.7(a)

Arbitration Proceedings

Section 7.5

Cash Adjustment Notification Date

Section 2.18(a)

Cash Transfer

Section 2.14(a)

CEO Negotiation Request

Section 7.3

Chosen Courts

Section 10.2(b)

control

Definition of Affiliate

Copyrights

Definition of Intellectual Property Rights

Covered Policies

Section 5.1(b)

CPR

Section 7.4

D&O Policies

Section 5.5

Delayed Parent Asset

Section 2.4(h)

Delayed Parent Liability

Section 2.4(h)

Delayed SpinCo Asset

Section 2.4(c)

Delayed SpinCo Liability

Section 2.4(c)

Delayed Transferred Assets

Section 2.11

Delayed Transferred Parent Asset

Section 2.11

Delayed Transferred SpinCo Asset

Section 2.10

Dispositions

Recitals

Dispute

Section 7.1

Distribution

Recitals

e-mail

Section 10.5

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Government Investigation

Section 4.11(e)

Indemnifying Party

Section 4.4(a)

Indemnitee

Section 4.4(a)

Indemnity Payment

Section 4.4(a)

Initial Notice

Section 7.1

Internet Property Rights

Definition of Intellectual Property Rights

Joint Actions

Section 4.11(c)

Legal Holds

Section 6.5

Managing Party

Section 4.11(d)

Mediation Request

Section 7.4

Misallocated Asset

Section 2.1(c)

Misallocated Liability

Section 2.1(c)

Non-Managing Party

Section 4.11(d)

Officer Negotiation Request

Section 7.2

Parent

Preamble

Parent Accounts

Section 2.9(a)

Parent Assets

Section 2.2(b)

Parent Board

Recitals

Parent Directed Actions

Section 4.11(b)(i)

Parent Indemnitees

Section 4.2

Parent Liabilities

Section 2.3(b)

Parent Restricted Employees

Section 5.6(a)

PFAS Products

Section 5.7(e)

Post-Separation Effective Times

Section 2.19

Post-Separation Transferred Assets and Liabilities

Section 2.19

Procedure

Section 7.4

Retained Stock

Recitals

SEC

Recitals

Separation

Recitals

Separation Step Plan

Section 2.1(a)

Specified Ancillary Agreement

Section 10.18(b)

SpinCo

Preamble

SpinCo Accounts

Section 2.9(a)

SpinCo Assets

Section 2.2(a)

SpinCo Cash

Section 2.2(a)(ii)

SpinCo Contribution

Recitals

SpinCo Directed Actions

Section 4.11(a)(i)

SpinCo Financing Arrangements

Section 2.14(a)

SpinCo Indemnitees

Section 4.3

SpinCo Liabilities

Section 2.3(a)

SpinCo Restricted Employees

Section 5.6(b)

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Straddle Period

Section 2.15

Third-Party Claim

Section 4.5(a)

Trade Secrets

Definition of Intellectual Property Rights

Trademarks

Definition of Intellectual Property Rights

Transfer Documents

Section 2.1(b)

Transition Committee

Section 2.16

Unreleased Parent Liability

Section 2.5(b)(ii)

Unreleased SpinCo Liability

Section 2.5(a)(ii)

ARTICLE II

THE SEPARATION

Section 2.1 Transfer of Assets and Assumption of Liabilities.

(a) Subject to Section 2.4, Section 2.10, Section 2.11 and Section 2.19, at or prior to the Effective Time and prior to the Distribution, in accordance with the plan and structure set forth on Schedule 2.1(a) (the “Separation Step Plan”):

(i) Transfer and Assignment of SpinCo Assets. Parent shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to SpinCo, or the applicable SpinCo Designees, and SpinCo or such SpinCo Designees shall accept from Parent and the applicable members of the Parent Group, all of Parent’s and such Parent Group member’s respective direct or indirect right, title and interest in and to all of the SpinCo Assets (it being understood that if any SpinCo Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SpinCo Asset shall be deemed assigned, transferred, conveyed and delivered to SpinCo as a result of the transfer of all of the equity interests in such Transferred Entity from Parent or the applicable members of the Parent Group to SpinCo or the applicable SpinCo Designee);

(ii) Acceptance and Assumption of SpinCo Liabilities. SpinCo and the applicable SpinCo Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all of the SpinCo Liabilities in accordance with their respective terms. SpinCo and such SpinCo Designees shall be responsible for all SpinCo Liabilities, regardless of when or where such SpinCo Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such SpinCo Liabilities are asserted or determined (including any SpinCo Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or under any other legal

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theory, by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates;

(iii) Transfer and Assignment of Parent Assets. Parent and SpinCo shall cause SpinCo and the SpinCo Designees to contribute, assign, transfer, convey and deliver to Parent or certain members of the Parent Group designated by Parent, and Parent or such other members of the Parent Group shall accept from SpinCo and the SpinCo Designees, all of SpinCo’s and such SpinCo Designees’ respective direct or indirect right, title and interest in and to all Parent Assets held by SpinCo or a SpinCo Designee; and

(iv) Acceptance and Assumption of Parent Liabilities. Parent and certain members of the Parent Group designated by Parent shall accept and assume and agree faithfully to perform, discharge and fulfill all of the Parent Liabilities held by SpinCo or any SpinCo Designee and Parent and the applicable members of the Parent Group shall be responsible for all Parent Liabilities in accordance with their respective terms, regardless of when or where such Parent Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Parent Liabilities are asserted or determined (including any such Parent Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or under any other legal theory by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.

(b) Transfer Documents. In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Assets and the assumption of the Liabilities in accordance with Section 2.1(a), and without prejudice to any actions taken to implement, or documents entered into between or among any of the Parties or members of their respective Groups to implement, or in furtherance of, the Separation Step Plan prior to the date hereof, (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, such bills of sale, quitclaim deeds, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party’s and the applicable members of its Group’s right, title and interest in and to such Assets to the other Party and the applicable members of its Group in accordance with Section 2.1(a), and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver, to the other Party, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Liabilities by such Party and the applicable members of its Group in accordance with Section 2.1(a). All of the foregoing documents contemplated by this

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Section 2.1(b) (including any documents entered into between or among any of the Parties or members of their respective Groups to implement or in furtherance of the Separation Step Plan prior to the date hereof) shall be referred to collectively herein as the “Transfer Documents.”

(c) Misallocations. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any other member of such Party’s Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement, and is not expressly contemplated by this Agreement or any of the Ancillary Agreements to be retained by the first party or any other member of the first party’s Group (such asset, a “Misallocated Asset”), such Party shall promptly transfer, or cause to be transferred, ownership of such Misallocated Asset to the Party so entitled thereto (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) so entitled thereto shall accept ownership of such Misallocated Asset. Prior to any such transfer, the Person receiving or possessing such Misallocated Asset shall hold such Misallocated Asset in trust for such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any other member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any other member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement or is specifically identified as being allocated to the other Party (or any member of such Party’s Group) pursuant to a Local Transfer Agreement and not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to the first Party (or any other member of such Party’s Group) (such Liability, a “Misallocated Liability”), such Party shall promptly transfer, or cause to be transferred, such Misallocated Liability to the Party responsible therefor (or to any other member of such Party’s Group), and such Party (or such other member of such Party’s Group) responsible therefor shall accept, assume and agree to faithfully perform such Misallocated Liability. Status as a Delayed Transferred SpinCo Asset or Delayed Transferred Parent Asset shall not cause such Asset to be considered a Misallocated Asset. The provisions of this Section 2.1(c) shall only apply to Post-Separation Transferred Assets and Liabilities following the applicable Post-Separation Effective Times.

(d) Waiver of Bulk-Sale and Bulk-Transfer Laws. To the extent permissible under applicable Law, SpinCo hereby waives compliance by each and every member of the Parent Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Assets to any member of the SpinCo Group. To the extent permissible under applicable Law, Parent hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Parent Assets to any member of the Parent Group.

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Section 2.2 SpinCo Assets; Parent Assets.

(a) SpinCo Assets. For purposes of this Agreement, “SpinCo Assets” shall mean, collectively, the following:

(i) all issued and outstanding capital stock or other equity interests of the Transferred Entities and the entities set forth on Schedule 2.2(a)(i) that are owned by either Party or any members of its Group as of immediately prior to the Effective Time;

(ii) all Cash of the SpinCo Group as of the Effective Time (“SpinCo Cash”);

(iii) all Assets of either Party or any of the members of its Group as of immediately prior to the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be transferred to SpinCo or any other member of the SpinCo Group;

(iv) all Assets of either Party or any of the members of its Group as of immediately prior to the Effective Time that are specifically identified in a Local Transfer Agreement as Assets to be transferred to SpinCo or any other member of the SpinCo Group, and are not expressly contemplated by this Agreement or any of the Ancillary Agreements to be retained by Parent or any other member of the Parent Group;

(v) all SpinCo Contracts and all rights, interests or claims of either Party or any of the members of its Group thereunder as of immediately prior to the Effective Time;

(vi) all SpinCo Real Property;

(vii) all SpinCo Tangible Personal Property;

(viii) all SpinCo Intellectual Property Rights, including any goodwill appurtenant to any Trademarks included in the SpinCo Intellectual Property Rights and the right to seek, recover and retain damages for infringement of any SpinCo Intellectual Property Rights;

(ix) all SpinCo IT Assets; provided, that with respect to software, any and all software embedded therein shall not be a SpinCo IT Asset if the transfer of such software to SpinCo or any other member of the SpinCo Group in connection with the transactions contemplated by this Agreement is not permitted by applicable Law or the terms of the applicable Contract;

(x) all SpinCo Permits and all rights, interests or claims of either Party or any of the members of its Group thereunder as of immediately prior to the Effective Time;

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(xi) all SpinCo Accounts Receivable;

(xii) all SpinCo Inventory;

(xiii) all Assets of either Party or any of the members of its Group as of the Effective Time that are primarily related to the SpinCo Business and that are of a category of asset that is not addressed in subsections (i)-(xii) of this Section 2.2(a).

Notwithstanding the foregoing, the SpinCo Assets shall not in any event include any Asset referred to in clauses (i) through (xii) of Section 2.2(b).

(b) Parent Assets. For the purposes of this Agreement, “Parent Assets” shall mean all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

(i) all Cash of either Party or any of the members of its Group as of the Effective Time other than the SpinCo Cash;

(ii) all Assets of either Party or any of the members of its Group as of immediately prior to the Effective Time that are contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by Parent or any other member of the Parent Group;

(iii) all Assets of either Party or any of the members of its Group as of immediately prior to the Effective Time that are specifically identified in a Local Transfer Agreement as Assets to be retained by Parent or any other member of the Parent Group, and are not expressly contemplated by this Agreement or any of the Ancillary Agreements to be allocated to SpinCo or any other member of the SpinCo Group;

(iv) all contracts and agreements of either Party or any of the members of its Group as of immediately prior to the Effective Time other than the SpinCo Contracts;

(v) all real property and real property interests, other than SpinCo Real Property, owned by either Party or any other member of its Group as of immediately prior to the Effective Time;

(vi) all Tangible Personal Property, other than SpinCo Tangible Personal Property, of either Party or any of the members of its Group as of immediately prior to the Effective Time;

(vii) all Intellectual Property Rights, other than the SpinCo Intellectual Property Rights, owned by either Party or any of the members of its Group as of immediately prior to the Effective Time;

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(viii) all IT Assets, other than SpinCo IT Assets, of either Party or any other member of its Group as of immediately prior to the Effective Time;

(ix) all Permits, other than the SpinCo Permits, of either Party or any of the members of its Group as of immediately prior to the Effective Time;

(x) all accounts receivable, other than the SpinCo Accounts Receivable, of either Party or any of the members of its Group as of immediately prior to the Effective Time;

(xi) all Inventory, other than SpinCo Inventory, of either Party or any of the members of its Group as of immediately prior the Effective Time; and

(xii) any and all Assets set forth on Schedule 2.2(b)(xii).

Section 2.3 SpinCo Liabilities; Parent Liabilities.

(a) SpinCo Liabilities. For the purposes of this Agreement, “SpinCo Liabilities” shall mean the following Liabilities of either Party or any of the members of its Group:

(i) all Liabilities, other than SpinCo Non-PFAS Environmental Liabilities and SpinCo PFAS Liabilities, to the extent relating to, arising out of or resulting from (x) the business, operations and activities of the SpinCo Business as conducted at any time prior to, at, or after the Effective Time by either Party or any of its current or former Subsidiaries, or (y) any SpinCo Asset;

(ii) any and all Liabilities of either Party or any of the members of its Group as of the Effective Time that are expressly provided by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed by SpinCo or any other member of the SpinCo Group, and all agreements, obligations and Liabilities of any member of the SpinCo Group under this Agreement or any of the Ancillary Agreements;

(iii) any and all Liabilities of either Party or any of the members of its Group as of the Effective Time that are specifically identified in any Local Transfer Agreement as Liabilities to be assumed by SpinCo or any other member of the SpinCo Group, and all agreements, obligations and Liabilities of any member of the SpinCo Group under the Local Transfer Agreement;

(iv) all SpinCo Non-PFAS Environmental Liabilities;

(v) all SpinCo PFAS Liabilities;

(vi) all Liabilities to the extent relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein

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or necessary to make the statements therein not misleading, with respect to all information contained in the Form 10, the Information Statement (as amended or supplemented if SpinCo shall have furnished any amendments or supplements thereto) or any other Disclosure Document, other than the matters described in Section 2.3(b)(ii);

(vii) any and all Liabilities of either Party or any of the members of its Group to the extent relating to, arising out of or resulting from the SpinCo Financing Arrangements;

(viii) any and all Liabilities to the extent relating to, arising out of or resulting from the SpinCo Accounts Payable;

(ix) any and all SpinCo Customer Incentive Plan Accruals;

(x) any and all product warranty liabilities of either Party or any of the members of its Group to the extent relating to, arising out of or resulting from a SpinCo Product (whether by operation of Law, contract or otherwise), other than PFAS Liabilities;

(xi) any and all Liabilities set forth on Schedule 2.3(a)(xi); and

(xii) all Liabilities (other than Parent Non-PFAS Environmental Liabilities or Parent PFAS Liabilities) arising out of claims made by any Third Party (including Parent’s or SpinCo’s respective directors, officers, shareholders/stockholders, employees and agents) against any member of the Parent Group or the SpinCo Group to the extent relating to, arising out of or resulting from (x) the business, operations and activities of the SpinCo Business as conducted at any time prior to, at, or after the Effective Time by either Party or any of its current or former Subsidiaries (including any member of the Parent Group’s management, oversight, supervision or operation of the SpinCo Business, the SpinCo Assets or the SpinCo Liabilities prior to the Effective Time), (y) any SpinCo Asset or (z) the other business, operations, activities or Liabilities of SpinCo referred to in clauses (i) through (xi) of this Section 2.3(a);

provided that, notwithstanding the foregoing, the Parties agree that any Liabilities of any member of the Parent Group pursuant to the Ancillary Agreements shall not be SpinCo Liabilities, but instead shall be Parent Liabilities.

(b) Parent Liabilities. For the purposes of this Agreement, “Parent Liabilities” shall mean:

(i) all Parent Non-PFAS Environmental Liabilities, all Parent PFAS Liabilities, and all other Liabilities of either Party or the members of its Group as of the Effective Time that are not SpinCo Liabilities;

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(ii) Solely with respect to the statements set forth on Schedule 2.3(b)(ii), all Liabilities to the extent relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(iii) any and all Liabilities to the extent relating to, arising out of or resulting from the accounts payable of either Party or any of the members of its Group as of the Effective Time other than the SpinCo Accounts Payable;

(iv) all Liabilities arising out of claims made by any Third Party (including Parent’s or SpinCo’s respective directors, officers, shareholders/stockholders, employees and agents) against any member of the Parent Group or the SpinCo Group to the extent relating to, arising out of or resulting from (and only such portion relating to, arising out of or resulting from) the Parent Business or the Parent Assets; and

(v) any and all Liabilities set forth on Schedule 2.3(b)(v).

Section 2.4 Approvals and Notifications.

(a) Approvals and Notifications for SpinCo Assets and Liabilities. To the extent that the transfer or assignment of any SpinCo Asset, the assumption of any SpinCo Liability, the Separation, or the Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or Local Transfer Agreements or as otherwise agreed between Parent and SpinCo, neither Parent nor SpinCo shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(b) Delayed SpinCo Transfers. If and to the extent that the valid, complete and perfected transfer or assignment to the SpinCo Group of any SpinCo Asset or assumption by the SpinCo Group of any SpinCo Liability in connection with the Separation or the Distribution would be a violation of applicable Law or require any Approval or Notification that has not been obtained or made by the Effective Time then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the SpinCo Group of such SpinCo Assets or the assumption by the SpinCo Group of such SpinCo Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approval or Notification has been obtained or made. Notwithstanding the foregoing, any such SpinCo Assets or SpinCo Liabilities shall continue to constitute SpinCo Assets and SpinCo Liabilities for all other purposes of this Agreement.

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(c) Treatment of Delayed SpinCo Assets and Delayed SpinCo Liabilities. If any transfer or assignment of any SpinCo Asset (or a portion thereof) or any assumption of any SpinCo Liability (or a portion thereof) intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated at or prior to the Effective Time, whether as a result of the provisions of Section 2.4(b), Section 2.19 or for any other reason (except as provided in Section 2.10) (any such SpinCo Asset (or a portion thereof), a “Delayed SpinCo Asset” and any such SpinCo Liability (or a portion thereof), a “Delayed SpinCo Liability”), then, insofar as commercially reasonably possible and subject to applicable Law, the member of the Parent Group retaining such Delayed SpinCo Asset or such Delayed SpinCo Liability, as the case may be, shall thereafter hold such Delayed SpinCo Asset or Delayed SpinCo Liability, as the case may be, for the use and benefit of the member of the SpinCo Group entitled thereto (at the expense of the member of the SpinCo Group entitled thereto). In addition, the member of the Parent Group retaining such Delayed SpinCo Asset or such Delayed SpinCo Liability shall, insofar as commercially reasonably possible and to the extent permitted by applicable Law, treat such Delayed SpinCo Asset or Delayed SpinCo Liability in the ordinary course of business in accordance with SpinCo Group’s past practice and take such other actions as may be reasonably requested by the member of the SpinCo Group to whom such Delayed SpinCo Asset is to be transferred or assigned, or which will assume such Delayed SpinCo Liability, as the case may be (including with respect to any terminations, renewals or modifications of any Contract), in order to place such member of the SpinCo Group in a substantially similar position as if such Delayed SpinCo Asset or Delayed SpinCo Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed SpinCo Asset or Delayed SpinCo Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Delayed SpinCo Asset or Delayed SpinCo Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the SpinCo Group. Parent and SpinCo shall, and shall cause their Affiliates to, (i) for all U.S. federal (and applicable state, local and foreign) income Tax purposes, treat any SpinCo Asset, SpinCo Liability, Delayed SpinCo Asset, Delayed SpinCo Liability, or Delayed Transferred Asset transferred, assigned or assumed after the Effective Time as having been so transferred, assigned or assumed at the time at which it was intended to have been so transferred, assigned or assumed as reflected in this Agreement (including the Separation Step Plan), and (ii) file all Tax Returns in a manner consistent with such treatment and not take any Tax position inconsistent therewith except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law).

(d) Transfer of Delayed SpinCo Assets and Delayed SpinCo Liabilities. If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Delayed SpinCo Asset or the deferral of assumption of any Delayed SpinCo Liability, are obtained or made, and, if and when any other legal impediments to the transfer or assignment of any Delayed SpinCo Asset or the assumption of any Delayed SpinCo Liability have been removed, the transfer or assignment of the applicable Delayed SpinCo Asset or the assumption of the applicable Delayed SpinCo Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement (and, to the extent not in conflict with the foregoing, the applicable Local Transfer Agreement).

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(e) Costs for Delayed SpinCo Assets and Delayed SpinCo Liabilities. Any member of the Parent Group retaining a Delayed SpinCo Asset or Delayed SpinCo Liability due to the deferral of the transfer or assignment of such Delayed SpinCo Asset or the deferral of the assumption of such Delayed SpinCo Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by SpinCo or the member of the SpinCo Group entitled to the Delayed SpinCo Asset or Delayed SpinCo Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by SpinCo or the member of the SpinCo Group entitled to such Delayed SpinCo Asset or Delayed SpinCo Liability; provided, however, that the Parent Group shall use its commercially reasonable efforts to provide the SpinCo Group with prior notice of any known or anticipated potential loss or diminution of value of any Delayed SpinCo Asset and to afford the SpinCo Group a commercially reasonable opportunity to take action to prevent such loss or diminution in value.

(f) Approvals and Notifications for Parent Assets and Parent Liabilities. To the extent that the transfer or assignment of any Parent Asset, the assumption of any Parent Liability, the Separation or the Distribution requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as commercially reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Parent and SpinCo, neither Parent nor SpinCo shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(g) Delayed Parent Transfers. If and to the extent that the valid, complete and perfected transfer or assignment to the Parent Group of any Parent Asset or assumption by the Parent Group of any Parent Liability in connection with the Separation or the Distribution would be a violation of applicable Law or require any Approval or Notification that has not been obtained or made by the Effective Time then, unless the Parties shall otherwise mutually determine, the transfer or assignment to the Parent Group of such Parent Assets or the assumption by the Parent Group of such Parent Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approval or Notification has been obtained or made. Notwithstanding the foregoing, any such Parent Assets or Parent Liabilities shall continue to constitute Parent Assets and Parent Liabilities for all other purposes of this Agreement.

(h) Treatment of Delayed Parent Assets and Delayed Parent Liabilities. If any transfer or assignment of any Parent Asset (or a portion thereof) or any assumption of any Parent Liability (or a portion thereof) intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated at or prior to the Effective Time whether as a result of the provisions of Section 2.4(g), Section 2.19 or for any other reason (except as provided in Section 2.11) (any such Parent Asset (or a portion thereof), a “Delayed Parent Asset” and any such Parent Liability (or a portion thereof), a “Delayed Parent Liability”), then, insofar as

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commercially reasonably possible and subject to applicable Law, the member of the SpinCo Group retaining such Delayed Parent Asset or such Delayed Parent Liability, as the case may be, shall thereafter hold such Delayed Parent Asset or Delayed Parent Liability, as the case may be, for the use and benefit of the member of the Parent Group entitled thereto (at the expense of the member of the Parent Group entitled thereto). In addition, the member of the SpinCo Group retaining such Delayed Parent Asset or such Delayed Parent Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed Parent Asset or Delayed Parent Liability in the ordinary course of business in accordance with Parent Group’s past practice and take such other actions as may be reasonably requested by the member of the Parent Group to which such Delayed Parent Asset is to be transferred or assigned, or which will assume such Delayed Parent Liability, as the case may be (including with respect to any terminations, renewals or modifications of any Contract), in order to place such member of the Parent Group in a substantially similar position as if such Delayed Parent Asset or Delayed Parent Liability had been transferred, assigned or assumed and so that all the benefits and burdens relating to such Delayed Parent Asset or Delayed Parent Liability, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Delayed Parent Asset or Delayed Parent Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the Parent Group. Parent and SpinCo shall, and shall cause their Affiliates to, (i) for all U.S. federal (and applicable state, local and foreign) income Tax purposes, treat any Parent Asset, Parent Liability, Delayed Parent Asset or Delayed Parent Liability transferred, assigned or assumed after the Effective Time as having been so transferred, assigned or assumed at the time at which it was intended to have been so transferred, assigned or assumed as reflected in this Agreement (including the Separation Step Plan), and (ii) file all Tax Returns in a manner consistent with such treatment and not take any Tax position inconsistent therewith except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law).

(i) Transfer of Delayed Parent Assets and Delayed Parent Liabilities. If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Delayed Parent Asset or the deferral of assumption of any Delayed Parent Liability pursuant to Section 2.4(g), are obtained or made, and, if and when any other legal impediments to the transfer or assignment of any Delayed Parent Asset or the assumption of any Delayed Parent Liability have been removed, the transfer or assignment of the applicable Delayed Parent Asset or the assumption of the applicable Delayed Parent Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement (and, to the extent not in conflict with the foregoing, the applicable Local Transfer Agreement).

(j) Costs for Delayed Parent Assets and Delayed Parent Liabilities. Any member of the SpinCo Group retaining a Delayed Parent Asset or Delayed Parent Liability due to the deferral of the transfer or assignment of such Delayed Parent Asset or the deferral of the assumption of such Delayed Parent Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by Parent or the other member of the Parent Group entitled to the

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Delayed Parent Asset or Delayed Parent Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by Parent or the other member of the Parent Group entitled to such Delayed Parent Asset or Delayed Parent Liability; provided, however, that the SpinCo Group shall use its commercially reasonable efforts to provide the Parent Group with prior notice of any known or anticipated potential loss or diminution of value of any Delayed Parent Asset and to afford the Parent Group a commercially reasonable opportunity to take action to prevent such loss or diminution in value.

(k) Notwithstanding anything to the contrary, in the event of any conflict, the provisions relating to Delayed Transferred SpinCo Assets shall take precedence over the provisions of this Section 2.4 with respect to an Asset during the time that it constitutes a Delayed Transferred SpinCo Asset, and the provisions relating to Delayed Transferred Parent Assets shall take precedence over the provisions of this Section 2.4 with respect to an Asset during the time that it constitutes a Delayed Transferred Parent Asset.

Section 2.5 Novation of Liabilities.

(a) Novation of SpinCo Liabilities.

(i) Other than with respect to the substitution of parties in an Action (which shall not be subject to this Section 2.5(a), but shall instead be governed by Section 4.6(e)), each of Parent and SpinCo, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all SpinCo Liabilities and obtain in writing the unconditional release of each member of the Parent Group that is a party to any such arrangements, so that, in any such case, the members of the SpinCo Group shall be solely responsible for such SpinCo Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent nor SpinCo shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested.

(ii) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Parent Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “Unreleased SpinCo Liability”), SpinCo shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Parent Group, as the case may be, (x) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Parent Group that constitute Unreleased SpinCo Liabilities from and after the Effective Time, and (y) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Parent Group. If and when any such

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consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo Liabilities without exchange of further consideration.

(b) Novation of Parent Liabilities.

(i) Other than with respect to the substitution of parties in an Action (which shall not be subject to this Section 2.5(b), but shall instead be governed by Section 4.6(e)), each of Parent and SpinCo, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all Parent Liabilities and obtain in writing the unconditional release of each member of the SpinCo Group that is a party to any such arrangements, so that, in any such case, the members of the Parent Group shall be solely responsible for such Parent Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent nor SpinCo shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested.

(ii) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the SpinCo Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “Unreleased Parent Liability”), Parent shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the SpinCo Group, as the case may be, (x) pay, perform and discharge fully all the obligations or other Liabilities of such member of the SpinCo Group that constitute Unreleased Parent Liabilities from and after the Effective Time, and (y) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the SpinCo Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Parent Liabilities shall otherwise become assignable or able to be novated, SpinCo shall promptly assign, or cause to be assigned, and Parent or the applicable Parent Group member shall assume, such Unreleased Parent Liabilities without exchange of further consideration.

Section 2.6 Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in Section 2.5:

(a) At or prior to the Effective Time or as soon as practicable thereafter, each of Parent and SpinCo shall, at the request of the other Party and with the reasonable cooperation

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of such other Party and the applicable member(s) of such other Party’s Group, use commercially reasonable efforts to (i) have any member(s) of the Parent Group removed as guarantor of or obligor for any SpinCo Liability, including the obligations set forth on Schedule 2.6(a), to the extent that such guarantee or obligation relates to SpinCo Liabilities, including the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any such SpinCo Liability; and (ii) have any member(s) of the SpinCo Group removed as guarantor of or obligor for any Parent Liability to the extent that such guarantee or obligation relates to Parent Liabilities, including the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any such Parent Liability; provided that this Section 2.6 shall not apply to any Actions.

(b) To the extent required to obtain a release from a guarantee of:

(i) any member of the Parent Group, SpinCo shall (or shall cause another member of the SpinCo Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any Parent Asset that may serve as collateral or security for any SpinCo Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which SpinCo (or such other member of the SpinCo Group) would be reasonably unable to comply or (y) which SpinCo (or such member of the SpinCo Group) would not reasonably be able to avoid breaching; and

(ii) any member of the SpinCo Group, Parent shall (or shall cause another member of the Parent Group to) execute a guarantee agreement in the form of the existing guarantee or such other form as is agreed to by the relevant parties to such guarantee agreement, which agreement shall include the removal of any Security Interest on or in any SpinCo Asset that may serve as collateral or security for any Parent Liability, except to the extent that such existing guarantee contains representations, covenants or other terms or provisions either (x) with which Parent (or such other member of the Parent Group) would be reasonably unable to comply or (y) which Parent (or such other member of the Parent Group) would not reasonably be able to avoid breaching.

(c) If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required removal or release as set forth in clauses (a) and (b) of this Section 2.6, (i) the Party or the relevant member of its Group that has assumed the Liability with respect to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability arising from or relating thereto in accordance with the provisions of Article IV and shall, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; and (ii) each of Parent and SpinCo, on behalf of itself and the other members of their respective Groups, agrees not to renew or extend the term of, increase any obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of

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its Group is or may be liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto are thereupon terminated by documentation satisfactory in form and substance to such other Party.

Section 2.7 Termination of Agreements.

(a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each other member of the SpinCo Group, on the one hand, and Parent and each other member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any other member of the SpinCo Group, on the one hand, and Parent and/or any other member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement, the Ancillary Agreements and the Local Transfer Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement or Local Transfer Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings to which any Third Party is a party; (iii) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (iv) any Shared Contracts; and (v) the agreements, arrangements, commitments or understandings set forth on Schedule 2.7(b).

(c) Subject to the exceptions set forth in Schedule 2.7(c), all of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Section 2.8 Treatment of Shared Contracts.

(a) Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1, unless the Parties otherwise agree or the benefits of any contract, agreement, arrangement, commitment or understanding described in this Section 2.8 are expressly conveyed or made available to the applicable Party pursuant to this Agreement or an Ancillary Agreement, the Parties shall cause the portion of the Shared Contract relating to the Parent Business to be assigned to the applicable member(s) of the Parent Group and the portion

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related to the SpinCo Business to be assigned to the applicable member(s) of the SpinCo Group, if so assignable, or shall cause the Shared Contract to be appropriately amended or otherwise modified prior to, on or after the Effective Time, so that each Party or the other members of its Group shall, as of the Effective Time, be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to its respective businesses; provided, however, that (i) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled), (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or modified or if such assignment, amendment or modification would impair the benefit the parties thereto derive from such Shared Contract, then the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions (including by providing prompt notice to the other Party with respect to any relevant claim of Liability or other relevant matters arising in connection with a Shared Contract so as to allow such other Party the ability to exercise any applicable rights under such Shared Contract) to cause a member of the SpinCo Group or the Parent Group, as the case may be, to receive the rights and benefits of that portion of each Shared Contract that relates to the SpinCo Business or the Parent Business, as the case may be (in each case, to the extent so related), as if such Shared Contract had been assigned to a member of the applicable Group (or amended to allow a member of the applicable Group to exercise applicable rights under such Shared Contract) pursuant to this Section 2.8, and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement), as if such Liabilities had been assumed by a member of the applicable Group pursuant to this Section 2.8, (iii) with respect to any Shared Commercial Contract (other than the Shared Commercial Contracts described on Schedule 2.8(a)), (A) it shall be a permissible method of implementing the requirements of this Section 2.8 to modify such Shared Commercial Contract (including modification by unilateral notice to the counterparty or similar action) to remove the products of the other Party from the scope of such Shared Commercial Contract, and (B) if the modification described in the foregoing clause (A) cannot be effected by unilateral action, the Party (or the applicable member of its Group) which is party to such Shared Commercial Contract shall not be in violation of this Section 2.8 as a result of notifying the counterparty to such Shared Commercial Contract of its intent to remove the products of the other Party from the scope of such Shared Commercial Contracts (it being understood that, notwithstanding such notice, such Party (or the applicable member of its Group) will continue to be obligated to otherwise comply with this Section 2.8 with respect to such Shared Commercial Contract), and (iv) this Section 2.8(a) shall not apply to the Shared Commercial Contracts set forth on Schedule [●].

(b) Except as otherwise required by applicable Law, each of Parent and SpinCo shall, and shall cause the members of its Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective businesses as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of its Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment.

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(c) Nothing in this Section 2.8 shall (a) require any member of any Group to make any non-de minimis payment (except to the extent advanced, assumed or agreed in advance to be reimbursed by any member of the other Group), incur any non-de minimis obligation or grant any non-de minimis concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.8, and (b) with respect to Shared Contracts that are sourcing contracts, require the Party (or the applicable member of its Group) that is party thereto to purchase on behalf of the other Party (or any member of its Group) under such Shared Contract if such Shared Contract cannot be assigned, amended or modified in the manner contemplated by Section 2.8(a).

Section 2.9 Bank Accounts; Cash Balances.

(a) Each Party agrees to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend all contracts or agreements governing each bank and brokerage account owned by SpinCo or any other member of the SpinCo Group (collectively, the “SpinCo Accounts”) and all contracts or agreements governing each bank or brokerage account owned by Parent or any other member of the Parent Group (collectively, the “Parent Accounts”) so that each such SpinCo Account and Parent Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to) to any Parent Account or SpinCo Account, respectively, is delinked from such Parent Account or SpinCo Account, respectively.

(b) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will be in place a cash management process pursuant to which the SpinCo Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by SpinCo or another member of the SpinCo Group.

(c) It is intended that, following consummation of the actions contemplated by Section 2.9(a), there will continue to be in place a cash management process pursuant to which the Parent Accounts will be managed and funds collected will be transferred into one (1) or more accounts maintained by Parent or another member of the Parent Group.

(d) With respect to any outstanding checks issued or payments initiated by Parent, SpinCo, or any other members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.

(e) As between Parent and SpinCo (and the other members of their respective Groups), all payments made to and reimbursements, credits, returns, or rebates received after the Effective Time by either Party (or other member of its Group) that relate to a business, Asset or Liability of the other Party (or other member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly following receipt by such Party of any such payment or reimbursement, credit, return or rebate such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of setoff.

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Section 2.10 Delayed Transferred SpinCo Assets. Notwithstanding anything in this Agreement to the contrary, if it is reasonably necessary or appropriate to delay the transfer or assignment to SpinCo or one or more of its Subsidiaries of any SpinCo Asset until the applicable Transition Support Termination to allow Parent or any of its Subsidiaries to perform their respective obligations under, or to otherwise carry out the contemplated transactions and activities contemplated, by a Transition Arrangement (each such SpinCo Asset, a “Delayed Transferred SpinCo Asset”), such Delayed Transferred SpinCo Asset shall not be transferred or assigned to SpinCo or any of its Subsidiaries at or prior to the Effective Time. Upon the applicable Transition Support Termination, the relevant Delayed Transferred SpinCo Asset shall be automatically assigned and transferred to SpinCo or its Subsidiaries without any further action required on the part of any Party and without any additional consideration; provided, however, that, if, upon the applicable Transition Support Termination, such Delayed Transferred SpinCo Asset cannot be assigned or transferred to the SpinCo Group without any Approval or Notification, such asset will be deemed to be a Delayed SpinCo Asset from and after the applicable Transition Support Termination and the provisions of Section 2.4 shall apply to such asset from and after the applicable Transition Support Termination.

Section 2.11 Delayed Transferred Parent Assets. Notwithstanding anything in this Agreement to the contrary, if it is reasonably necessary or appropriate to delay the transfer or assignment to Parent or one or more of its Subsidiaries of any Parent Asset until the applicable Transition Support Termination to allow SpinCo or any of its Subsidiaries to perform their respective obligations under, or to otherwise carry out the contemplated transactions and activities contemplated, by a Transition Arrangement (each such Parent Asset, a “Delayed Transferred Parent Asset” and, together with the Delayed Transferred SpinCo Assets, the “Delayed Transferred Assets”), such Delayed Transferred Parent Asset shall not be transferred or assigned to Parent or any of its Subsidiaries at or prior to the Effective Time. Upon the applicable Transition Support Termination, the relevant Delayed Transferred Parent Asset shall be automatically assigned and transferred to Parent or its Subsidiaries without any further action required on the part of any Party and without any additional consideration; provided, however, that, if, upon the applicable Transition Support Termination, such Delayed Transferred Parent Asset cannot be assigned or transferred to the Parent Group without any Approval or Notification, such asset will be deemed to be a Delayed Parent Asset from and after the applicable Transition Support Termination and the provisions of Section 2.4 shall apply to such asset from and after the applicable Transition Support Termination.

Section 2.12 Ancillary Agreements. Effective at or prior to the Effective Time, each of Parent and SpinCo will, or will cause the applicable members of their Groups to, execute and deliver all Ancillary Agreements to which it is a party.

Section 2.13 Disclaimer of Representations and Warranties. EACH OF PARENT (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE PARENT GROUP) AND SPINCO (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE SPINCO GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT

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CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO: (A) THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, (B) ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, (C) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, (D) THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, (E) THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF OR (F) THE RIGHT OR ABILITY TO PRACTICE ANY INTELLECTUAL PROPERTY RIGHTS FREE OF CLAIMS OF INFRINGEMENT OF THIRD-PARTY RIGHTS. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

Section 2.14 SpinCo Financing Arrangements; Cash Transfer.

(a) Prior to the Effective Time and pursuant to the Separation Step Plan, (i) SpinCo will enter into one (1) or more financing arrangements and agreements (the “SpinCo Financing Arrangements”), pursuant to which it shall borrow prior to the Effective Time an aggregate principal amount of not less than [●], and (ii) SpinCo shall distribute, convey or otherwise transfer to Parent, in the manner determined by Parent, some or all (as determined by Parent) of the proceeds of the SpinCo Financing Arrangements to Parent as partial consideration for the transfer of SpinCo Assets to SpinCo in the SpinCo Contribution pursuant to Section 2.1 (such distribution, conveyance or transfer, the “Cash Transfer”). Parent and SpinCo agree to take all necessary actions to assure the full release and discharge of Parent and the other members of the Parent Group from all obligations (including any guarantees) in connection with the SpinCo Financing Arrangements as of no later than the Effective Time.

(b) Prior to the Effective Time, Parent and SpinCo shall cooperate in the preparation of all materials as may be necessary or advisable to execute the SpinCo Financing Arrangements.

Section 2.15 Financial Information Certifications. Parent’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the

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Exchange Act) are currently applicable to SpinCo as its Subsidiary. In order to enable the principal executive officer and principal financial officer of SpinCo to make the certifications required of them under Section 302 of the Sarbanes-Oxley Act of 2002 following the Distribution in respect of any quarterly or annual fiscal period of SpinCo that begins on or prior to the Distribution Date in respect of which financial statements are not included in the Form 10 (a “Straddle Period”), Parent, on or before the date that is ten (10) days prior to the latest date on which SpinCo may file the periodic report pursuant to Section 13 of the Exchange Act for any such Straddle Period (not taking into account any possible extensions), shall provide SpinCo with one (1) or more certifications with respect to such disclosure controls and procedures and the effectiveness thereof and whether there were any changes in the internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the internal control over financial reporting, which certification(s) shall (x) be with respect to the applicable Straddle Period (it being understood that no certification need be provided with respect to any period or portion of any period after the Distribution Date) and (y) be in substantially the same form as those that had been provided by officers or employees of Parent in similar certifications delivered prior to the Distribution Date, with such changes thereto as Parent may reasonably determine. Such certification(s) shall be provided by Parent (and not by any officer or employee in their individual capacity).

Section 2.16 Transition Committee. Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of representatives from each of Parent and SpinCo, with a level of seniority and representing such areas of functional responsibility as agreed between the Parties. The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements or Local Transfer Agreements. The Transition Committee shall have the authority to: (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of one (1) or more members of the Transition Committee or one (1) or more employees of either Party or any other member of its respective Group, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; (b) delegate to any such subcommittee any of the powers of the Transition Committee; (c) combine, modify the scope of responsibility of, and disband any such subcommittee; and (d) modify or reverse any such delegations. The Transition Committee shall initially follow the general procedures and have the composition set forth on Schedule 2.16 in managing the responsibilities delegated to it under this Section 2.16, and the Parties may modify such procedures and composition from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only if mutually agreed by both Parties. The Parties shall use the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

Section 2.17 SpinCo Customer Incentive Plan Accruals. Notwithstanding anything in this Agreement to the contrary, SpinCo shall make payments with respect to the SpinCo Customer Incentive Plan Accruals in countries where Parent provides distribution services to SpinCo under the Transition Distribution Services Agreement in accordance with the terms set forth in the Transition Distribution Services Agreement.

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Section 2.18 Cash Adjustment.

(a) As promptly as practicable following the Distribution Date, Parent shall calculate the Cash Adjustment Amount and shall promptly notify SpinCo of such calculation (the date on which such notification is delivered, the “Cash Adjustment Notification Date”). The calculation of the Cash Adjustment Amount shall be made by Parent in good faith and shall be final and binding on SpinCo, and shall not be subject to any challenge or dispute (pursuant to the procedures set forth in Article VII or otherwise). SpinCo shall provide Parent with such information and access as is reasonably requested by Parent to calculate the Cash Adjustment Amount.

(b) If the Cash Adjustment Amount is a positive number, SpinCo shall pay the Cash Adjustment Amount, plus any interest accrued in accordance with Section 2.18(c), to Parent by wire transfer in immediately available funds to an account designated in writing by Parent within five (5) business days after the Cash Adjustment Notification Date. If the Cash Adjustment Amount is a negative number, Parent shall pay the absolute value of the Cash Adjustment Amount, plus any interest accrued in accordance with Section 2.18(c), by wire transfer in immediately available funds to an account designated in writing by SpinCo within five (5) business days after the Cash Adjustment Notification Date. If the Cash Adjustment Amount is equal to zero, no payment in respect of such amount shall be made by either Party.

(c) Any payments required to be made by Parent or SpinCo with respect to the Cash Adjustment Amount shall accrue interest from the Distribution Date to the date of payment at a rate per annum equal to the Prime Rate, from time to time in effect. Such interest shall be calculated based on a year of three hundred sixty-five (365) days and the number of days elapsed since the Distribution Date.

Section 2.19 Post-Separation Transfers. Parent Assets and Parent Liabilities that are not held by a member of the Parent Group in the jurisdictions set forth in Schedule 2.19(a) as of the Effective Time and SpinCo Assets and SpinCo Liabilities that are not held by a member of the SpinCo Group in the jurisdictions set forth in Schedule 2.19(a) as of the Effective Time (all such Assets and Liabilities, the “Post-Separation Transferred Assets and Liabilities”) shall be transferred to the applicable members of the Parent Group and the SpinCo Group, as applicable, following the Effective Time pursuant to the agreements set forth in Schedule 2.19(b) (the effective time of such transfers as specified in such agreements, the “Post-Separation Effective Times”), notwithstanding anything to the contrary in this Agreement that would otherwise require the transfer of any such SpinCo Assets or Parent Assets or the assumption of such SpinCo Liabilities or Parent Liabilities prior to the applicable Post-Separation Effective Time.

ARTICLE III

THE TRANSACTIONS

Section 3.1 Sole and Absolute Discretion; Cooperation.

(a) Parent shall, in its sole and absolute discretion, determine the terms of Transactions, including the form, structure and terms of any transactions and/or offerings to

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effect or prepare for the Transactions, and the timing and conditions to the consummation of the Transactions. In addition, Parent may, at any time and from time to time until the consummation of a Transaction, modify or change the terms of such Transaction, including by accelerating or delaying the timing of the consummation of all or part of such Transaction. Nothing shall in any way limit Parent’s right to terminate this Agreement or any Transaction as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX.

(b) SpinCo shall cooperate with Parent to accomplish the Transactions and shall, at Parent’s direction, promptly take any and all actions, necessary or desirable to effect the Transactions, including any Customary Offering Actions.

(c) Parent shall select any investment bank or manager in connection with the Transactions, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for Parent. SpinCo and Parent, as the case may be, will provide to the Distribution Agent any information required in order to complete the Distribution.

Section 3.2 Actions Prior to the Distribution. Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

(a) Notice to NYSE. Parent shall, to the extent possible, give the NYSE not less than ten (10) days’ advance notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

(b) SpinCo Certificate of Incorporation and SpinCo Bylaws. On or prior to the Distribution Date, Parent and SpinCo shall take all necessary actions so that, as of the Effective Time, the SpinCo Certificate of Incorporation and the SpinCo Bylaws shall become the certificate of incorporation and bylaws, respectively, of SpinCo.

(c) SpinCo Directors and Officers. On or prior to the Distribution Date, Parent and SpinCo shall take all necessary actions so that as of the Effective Time: (i) the directors and executive officers of SpinCo shall be those set forth in the Information Statement made available to the Record Holders prior to the Distribution Date, unless otherwise agreed by the Parties; (ii) each individual referred to in clause (i) shall have resigned from his or her position, if any, as a member of the Parent Board and/or as an executive officer of Parent; and (iii) SpinCo shall have such other officers as SpinCo shall appoint.

(d) Selected Stock Exchange Listing. SpinCo shall prepare and file, and shall use its commercially reasonable efforts to have approved, an application for the listing of the SpinCo Shares to be distributed in the Distribution on the Selected Stock Exchange, subject to official notice of distribution.

(e) Securities Law Matters. SpinCo shall file any amendments or supplements to the Form 10 as may be necessary or advisable in order to cause the Form 10 to become and remain effective as required by the SEC or federal, state or other applicable securities Laws. Parent and SpinCo shall cooperate in preparing, filing with the SEC and

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causing to become effective registration statements or amendments thereof which are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or advisable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements and Local Transfer Agreements. Parent and SpinCo will prepare, and SpinCo will, to the extent required under applicable Law, file with the SEC, any such documentation and any requisite no-action letters which Parent determines are necessary or desirable to effectuate the Distribution, and Parent and SpinCo shall each use its commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable. Parent and SpinCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution.

(f) Availability of Information Statement. Parent shall, as soon as is reasonably practicable after the Form 10 is declared effective under the Exchange Act and the Parent Board has approved the Distribution, cause the Information Statement to be made available to the Record Holders.

(g) The Distribution Agent. Parent shall enter into a distribution agent agreement with the Distribution Agent or otherwise provide instructions to the Distribution Agent regarding the Distribution.

(h) Stock-Based Employee Benefit Plans. Parent and SpinCo shall take all actions as may be necessary to approve the grants of adjusted equity awards by Parent (in respect of Parent Shares) and SpinCo (in respect of SpinCo Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.

Section 3.3 Conditions to the Distribution.

(a) The consummation of the Distribution will be subject to the satisfaction, or waiver by Parent in its sole and absolute discretion, of the following conditions:

(i) the SEC shall have declared effective the Form 10; no order suspending the effectiveness of the Form 10 shall be in effect; and no proceedings for such purposes shall have been instituted or threatened by the SEC;

(ii) the Information Statement shall have been made available to the Record Holders;

(iii) the private letter ruling received by Parent from the U.S. Internal Revenue Service regarding certain U.S. federal income tax matters relating to the Separation and the Distribution shall continue to be valid as of the Effective Time and satisfactory to the Parent Board in its sole and absolute discretion;

(iv) Parent shall have received one or more opinions from its tax advisors, in each case satisfactory to the Parent Board in its sole and absolute discretion, regarding the qualification of the Distribution, together with certain

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related transactions, as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, and such opinion(s) shall continue to be valid as of the Effective Time;

(v) the transfer of the SpinCo Assets (other than any Delayed SpinCo Asset and any Delayed Transferred SpinCo Asset) and SpinCo Liabilities (other than any Delayed SpinCo Liability) contemplated to be transferred from Parent to SpinCo at or prior to the Effective Time shall have occurred as contemplated by Section 2.1, and the transfer of the Parent Assets (other than any Delayed Parent Asset) and Parent Liabilities (other than any Delayed Parent Liability) contemplated to be transferred from SpinCo to Parent at or prior to the Effective Time shall have occurred as contemplated by Section 2.1, in each case pursuant to the Separation Step Plan;

(vi) an independent appraisal firm acceptable to Parent shall have delivered one (1) or more opinions to the Parent Board confirming the solvency and adequacy of surplus under Delaware Law of Parent prior to the Distribution and of SpinCo to effect the Cash Transfer and the solvency of Parent and SpinCo after consummation of the Distribution, and such opinions shall be acceptable to Parent in form and substance in Parent’s sole discretion and such opinions shall not have been withdrawn or rescinded;

(vii) the actions and filings necessary or appropriate under applicable U.S. federal, state or other securities Laws or blue sky laws and the rules and regulations thereunder shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable Governmental Authority;

(viii) each of the Ancillary Agreements shall have been duly executed and delivered by the applicable parties thereto;

(ix) no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the transactions related thereto shall be pending or in effect;

(x) the SpinCo Shares to be distributed to the Parent shareholders in the Distribution shall have been accepted for listing on the Selected Stock Exchange, subject to official notice of distribution;

(xi) SpinCo shall have consummated the SpinCo Financing Arrangements in accordance with Section 2.14(a), and Parent shall be satisfied in its sole and absolute discretion that, as of the Effective Time, it shall have no Liability whatsoever under the SpinCo Financing Arrangements;

(xii) the Cash Transfer shall have occurred in accordance with Section 2.14(a); and

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(xiii) no other events or developments shall exist or shall have occurred that, in the judgment of the Parent Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions contemplated by this Agreement or any Ancillary Agreement or Local Transfer Agreement.

(b) The foregoing conditions are for the sole benefit of Parent and shall not give rise to or create any duty on the part of Parent or the Parent Board to waive or not waive any such condition or in any way limit Parent’s right to terminate this Agreement as set forth in Article IX or alter the consequences of any such termination from those specified in Article IX. Any determination made by the Parent Board prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in Section 3.3(a) shall be conclusive and binding on the Parties. If Parent waives any material condition, it shall promptly issue a press release disclosing such fact and file a Current Report on Form 8-K with the SEC describing such waiver.

Section 3.4 The Distribution.

(a) Subject to Section 3.3, at or prior to the Effective Time, SpinCo will deliver to the Distribution Agent, for the benefit of the Record Holders, book-entry transfer authorizations for such number of the outstanding SpinCo Shares as is necessary to effect the Distribution (which SpinCo Shares shall represent at least 80.1% of the issued and outstanding SpinCo Shares as of immediately prior to the Distribution), and shall cause the transfer agent for the Parent Shares to instruct the Distribution Agent to distribute at the Effective Time the appropriate number of SpinCo Shares to each such holder or designated transferee or transferees of such holder by way of direct registration in book-entry form. SpinCo will not issue paper stock certificates in respect of the SpinCo Shares. The Distribution shall be effective at the Effective Time.

(b) Subject to Section 3.3 and Section 3.4(c), each Record Holder will be entitled to receive in the Distribution the number of SpinCo Shares to which such Record Holder is entitled based on a distribution ratio determined by Parent in its sole discretion rounded down to the nearest whole number.

(c) No fractional shares will be distributed or credited to book-entry accounts in connection with the Distribution, and any such fractional share interests to which a Record Holder would otherwise be entitled shall not entitle such Record Holder to vote or to any other rights as a stockholder of SpinCo. In lieu of any such fractional shares, each Record Holder who, but for the provisions of this Section 3.4(c), would be entitled to receive a fractional share interest of a SpinCo Share pursuant to the Distribution, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Parent shall direct the Distribution Agent to determine the number of whole and fractional SpinCo Shares allocable to each Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Record Holder who otherwise would be entitled to receive fractional share interests (with the Distribution Agent, in its sole and absolute discretion, determining when, how and through

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which broker-dealer and at what price to make such sales), and to cause to be distributed to each such Record Holder, in lieu of any fractional share, such Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers’ fees and commissions. None of Parent, SpinCo or the Distribution Agent will be required to guarantee any minimum sale price for the fractional SpinCo Shares sold in accordance with this Section 3.4(c). Neither Parent nor SpinCo will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Distribution Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of Parent or SpinCo. Solely for purposes of computing fractional share interests pursuant to this Section 3.4(c) and Section 3.4(d), the beneficial owner of Parent Shares held of record in the name of a nominee in any nominee account shall be treated as the Record Holder with respect to such shares.

(d) Any SpinCo Shares or cash in lieu of fractional shares with respect to SpinCo Shares that remain unclaimed by any Record Holder one hundred eighty (180) days after the Distribution Date shall be delivered to SpinCo, and SpinCo or its transfer agent on its behalf shall hold such SpinCo Shares and cash for the account of such Record Holder, and the Parties agree that all obligations to provide such SpinCo Shares and cash, if any, in lieu of fractional share interests shall be obligations of SpinCo, subject in each case to applicable escheat or other abandoned property Laws, and Parent shall have no Liability with respect thereto.

(e) Until the SpinCo Shares are duly transferred in accordance with this Section 3.4 and applicable Law, from and after the Effective Time, SpinCo will regard the Persons entitled to receive such SpinCo Shares as record holders of SpinCo Shares in accordance with the terms of the Distribution without requiring any action on the part of such Persons. SpinCo agrees that, subject to any transfers of such shares, from and after the Effective Time (i) each such holder will be entitled to receive all dividends, if any, payable on, and exercise voting rights and all other rights and privileges with respect to, the SpinCo Shares then held by such holder and (ii) each such holder will be entitled, without any action on the part of such holder, to receive evidence of ownership of the SpinCo Shares then held by such holder.

ARTICLE IV

MUTUAL RELEASES; INDEMNIFICATION

Section 4.1 Release of Pre-Distribution Claims.

(a) SpinCo Release of Parent. Except as provided in Section 4.1(c) and Section 4.1(d), effective as of the Effective Time, SpinCo does hereby, for itself and each other member of the SpinCo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time are or have been stockholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) Parent and the other members of the Parent Group, and their respective successors and assigns, (ii) all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective

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capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been stockholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of SpinCo or another member of the SpinCo Group, in each case from: (A) all SpinCo Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution (including all decisions as to any allocation of Assets and Liabilities between the Parent Group and SpinCo Group), and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the SpinCo Business, the SpinCo Assets, or the SpinCo Liabilities.

(b) Parent Release of SpinCo. Except as provided in Section 4.1(c) and Section 4.1(d), effective as of the Effective Time, Parent does hereby, for itself and each other member of the Parent Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been stockholders, directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) SpinCo and the other members of the SpinCo Group and their respective successors and assigns and (ii) all Persons who at any time prior to the Effective Time are or have been stockholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from (A) all Parent Liabilities, (B) all Liabilities arising from or in connection with the transactions and all other activities to implement the Separation and the Distribution and (C) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the Parent Business, the Parent Assets or the Parent Liabilities.

(c) Obligations Not Affected. Nothing contained in Section 4.1(a) or Section 4.1(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in Section 2.7(b) as not to terminate as of the Effective Time, in each case in accordance with its terms. Nothing contained in Section 4.1(a) or Section 4.1(b) shall release any Person from:

(i) any Liability provided in or resulting from any agreement among any members of the Parent Group or any members of the SpinCo Group that is specified in Section 2.7(b) as not to terminate as of the Effective Time, or any other Liability specified in Section 2.7(b) as not to terminate as of the Effective Time;

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(ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with this Agreement or any Ancillary Agreement;

(iii) any other Liability of any member of any Group under this Agreement or any Ancillary Agreement;

(iv) any Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of the other Group prior to the Effective Time;

(v) any Liability that the Parties may have with respect to indemnification or contribution or other obligation pursuant to this Agreement, any Ancillary Agreement or otherwise for claims brought against the Parties by Third Parties, which Liability shall be governed by the provisions of this Article IV and Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; or

(vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1.

In addition, nothing contained in Section 4.1(a) shall release any member of the Parent Group from honoring its existing obligations to indemnify any director, officer or employee of SpinCo who was a director, officer or employee of any member of the Parent Group on or prior to the Effective Time, to the extent that such director, officer or employee becomes a named defendant in any Action with respect to which such director, officer or employee was entitled to such indemnification pursuant to such existing obligations; it being understood that, if the underlying obligation giving rise to such Action is a SpinCo Liability, SpinCo shall indemnify Parent for such Liability (including Parent’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article IV.

(d) No Claims. SpinCo shall not make, and shall not permit any other member of the SpinCo Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Parent or any other member of the Parent Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(a). Parent shall not make, and shall not permit any other member of the Parent Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against SpinCo or any other member of the SpinCo Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).

(e) Execution of Further Releases. At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions of this Section 4.1.

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Section 4.2 Indemnification by SpinCo. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless Parent, each other member of the Parent Group and each of their respective past, present and future directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Parent Indemnitees”), from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any SpinCo Liability;

(b) any failure of SpinCo, any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo Liabilities in accordance with their terms, whether prior to, at or after the Effective Time;

(c) any breach by SpinCo or any other member of the SpinCo Group of this Agreement or any of the Ancillary Agreements or Local Transfer Agreements; and

(d) except to the extent that it relates to a Parent Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the SpinCo Group by any member of the Parent Group that survives following the Distribution.

Section 4.3 Indemnification by Parent. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, to the fullest extent permitted by Law, Parent shall, and shall cause the other members of the Parent Group to, indemnify, defend and hold harmless SpinCo, each other member of the SpinCo Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnitees”), from and against any and all Liabilities of the SpinCo Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Parent Liability;

(b) any failure of Parent, any other member of the Parent Group or any other Person to pay, perform or otherwise promptly discharge any Parent Liabilities in accordance with their terms, whether prior to, at or after the Effective Time;

(c) any breach by Parent or any other member of the Parent Group of this Agreement or any of the Ancillary Agreements or Local Transfer Agreements; and

(d) except to the extent that it relates to a SpinCo Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of any member of the Parent Group

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by any member of the SpinCo Group that survives following the Distribution (including, for the avoidance of doubt, any such obligation, agreement, arrangement, commitment or understanding relating to any SpinCo Real Property and entered into in connection with the transactions contemplated by this Agreement).

Section 4.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a) The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article IV or Article V will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds (including proceeds under Covered Policies and any proceeds received pursuant to Section 5.1(i)) or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds (including proceeds under Covered Policies and any proceeds received pursuant to Section 5.1(i)) or any other amounts in respect of such Liability, then within thirty (30) calendar days of receipt, of such Insurance Proceeds or other amount, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

(b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement, any Ancillary Agreement or any Local Transfer Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof. Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article IV. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or contribution or receiving any Indemnity Payment otherwise owed to it under this Agreement, any Ancillary Agreement or any Local Transfer Agreement.

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Section 4.5 Procedures for Indemnification of Third-Party Claims.

(a) Notice of Claims. If, at or following the Effective Time, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a member of the Parent Group or the SpinCo Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.2 or Section 4.3, or any other Section of this Agreement, any Ancillary Agreement or any Local Transfer Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within the earlier of (x) fourteen (14) days after becoming aware of such Third-Party Claim or (y) seven (7) days before a response is required to such Third-Party Claim by applicable Law or order from a Governmental Authority, mediator or arbitrator (or, if the Indemnitee becomes aware of such Third-Party Claim less than seven (7) days before a response is required, the next business day following the day that the Indemnitee becomes aware of such Third-Party Claim). Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 4.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 4.5(a).

(b) Control of Defense. An Indemnifying Party may elect to assume and control the defense of (and seek to settle or compromise), at its own expense and with its own counsel (provided that such counsel must be reasonably acceptable to the Indemnitee, taking into account any conflicts of interest), any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling the defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee are true, the Indemnifying Party shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in any or all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 4.5(a) (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim

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or fails to notify an Indemnitee of its election within thirty (30) days after receipt of the notice from an Indemnitee as provided in Section 4.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim. Notwithstanding anything to the contrary, the Indemnifying Party shall not have the right to control the defense of any Third-Party Claim (i) to the extent that such Third-Party Claim seeks criminal penalties, or seeks injunctive or other equitable relief (unless the injunctive or equitable relief being sought is solely ancillary or incidental to the Third-Party Claim, and, if granted, would not have a material adverse impact on the Indemnitee or the Indemnitee’s business) or (ii) if the Party to this Agreement which is part of such Indemnitee’s Group has determined in good faith that the Indemnifying Party controlling such defense would reasonably be expected to have a material adverse impact on the reputation or the business relations of the Indemnitee or its Group. To the extent of any conflict between this Section 4.5(b) and Section 4.11, the terms of Section 4.11 shall prevail.

(c) Allocation of Defense Costs. If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third-Party Claim by such Indemnifying Party, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim, is not permitted to assume and control the defense of a Third-Party Claim, or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee as provided in Section 4.5(a), and the Indemnitee conducts and controls the defense of such Third-Party Claim and the Indemnifying Party has an indemnification obligation with respect to such Third-Party Claim, then the Indemnifying Party shall be liable for all reasonable and documented fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim.

(d) Right to Monitor and Participate. An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that does not elect or is not permitted to assume and control the defense of any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, and the other party shall in good faith communicate and cooperate in such defense, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 4.5(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, but subject to Section 6.8 and Section 6.9, such Party shall communicate and cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party, to the extent that such Party’s participation does not waive or jeopardize any attorney-client privilege, attorney work product

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protection or other similar privilege or doctrine. None of the foregoing provisions of this paragraph shall alter the allocation of costs set forth in Section 4.5(c). The Parties and the applicable members of their respective Groups shall cooperate reasonably to preserve any attorney-client privilege, work product protection, joint defense, common interest or other privilege as to third parties as may be available in connection with each Group’s participation in any such Action. In addition to the foregoing, if any outside legal counsel to the Indemnitee reasonably determines in good faith that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ one firm of separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and in such case the Indemnifying Party shall bear the reasonable and documented fees and expenses of such counsel for all Indemnitees.

(e) No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages that are fully payable by the settling or compromising Party, does not include any injunctive or equitable relief, does not involve any admission, finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim. The Parties hereby agree that if a Party delivers the other Party a written notice containing a proposal to settle or compromise a Third-Party Claim for which either Party is seeking to be indemnified hereunder and the Party receiving such proposal does not respond in any manner to the Party presenting such proposal within a reasonable period of time following the receipt of such proposal, which such time shall be no shorter than ten (10) business days (or if a shorter period to respond to such proposal is required by applicable Law or order from a Governmental Authority, mediator or arbitrator, such shorter period), then the Party receiving such proposal shall be deemed to have consented to the terms of such proposal.

(f) Tax Matters Agreement Governs. The provisions of Section 4.2 through Section 4.12 do not apply to Taxes (it being understood and agreed that Taxes and Tax matters, including the control of Tax-related proceedings, shall be governed by the Tax Matters Agreement). In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

Section 4.6 Additional Matters.

(a) Timing of Payments. Indemnification or contribution payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification or contribution under this Article IV shall be paid reasonably promptly (but in any event within thirty (30) days of the final determination of the amount that the Indemnitee is entitled to indemnification or contribution under this Article IV) by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution

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payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities. The indemnity and contribution provisions contained in this Article IV shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, and (ii) the knowledge by the Indemnitee of Liabilities for which it might be entitled to indemnification hereunder.

(b) Notice of Direct Claims. Any claim for indemnification or contribution under this Agreement or any Ancillary Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party. Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such thirty (30)-day period, such specified claim shall be conclusively deemed a Liability of the Indemnifying Party under this Section 4.6(b) or, in the case of any written notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of the claim (or such portion thereof) becomes finally determined. If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions of Article VII, be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the Ancillary Agreements, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.

(c) Pursuit of Claims Against Third Parties. If (i) a Party incurs any Liability arising out of this Agreement or any Ancillary Agreement or any Local Transfer Agreement; (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party; and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.

(d) Subrogation. In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

(e) Substitution. The Parties will cooperate in good faith to discuss, with respect to any new or existing Action in which one or more members of the Parent Group or SpinCo Group are named parties (or sought to be named or substituted as parties) and with respect to which indemnification may be sought hereunder, whether it would be feasible and advisable to add, remove or substitute one or more parties, or to oppose any motion or attempt by

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a Third Party to do any of the foregoing. Any such discussion and decisionmaking shall take into account such factors as deemed to be relevant by the Parties, which shall include at a minimum consideration of whether the applicable Action is a SpinCo Liability or Parent Liability; the perceived likelihood of a successful outcome in any such effort; the anticipated effect on the scope and nature of discovery that might be required from a Party or a member of their respective Group; the indemnification obligations and rights of the Parties with respect to such Action; and the anticipated impact on potential insurance recovery with respect to such Action. Following such discussions, the Parties shall cooperate in good faith to implement the selected course of action.

Section 4.7 Right of Contribution.

(a) Contribution. If any right of indemnification contained in Section 4.2 or Section 4.3 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.

(b) Allocation of Relative Fault. Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with Delayed SpinCo Assets, Delayed Transferred SpinCo Assets or Delayed SpinCo Liabilities (except for the gross negligence or intentional misconduct of a member of the Parent Group) shall be deemed to be the fault of SpinCo and the other members of the SpinCo Group, and no such fault shall be deemed to be the fault of Parent or any other member of the Parent Group; (ii) any fault associated with the ownership, operation or activities of the SpinCo Business prior to the Effective Time shall be deemed to be the fault of SpinCo and the other members of the SpinCo Group, and no such fault shall be deemed to be the fault of Parent or any other member of the Parent Group; (iii) any fault associated with the business conducted with Delayed Parent Assets or Delayed Parent Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo Group) shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group; and (iv) any fault associated with the ownership, operation or activities of the Parent Business prior to the Effective Time shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group.

Section 4.8 Covenant Not to Sue. Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any SpinCo Liabilities by SpinCo or another member of the SpinCo Group on the terms and conditions set forth in this Agreement or the

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Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or another member of the Parent Group on the terms and conditions set forth in this Agreement or the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

Section 4.9 Remedies Cumulative. The remedies provided in this Article IV shall be cumulative and, subject to the provisions of Article VII, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

Section 4.10 Survival of Indemnities. The rights and obligations of each of Parent and SpinCo and their respective Indemnitees under this Article IV shall survive (a) the sale or other transfer by either Party or any other member of its Group of any Assets or businesses or the assignment by it of any Liabilities; or (b) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members of its Group.

Section 4.11 Management of Certain Actions and Internal Investigations. Notwithstanding the procedures set forth in Section 4.5, this Section 4.11 shall govern the management and direction of the Actions and Internal Investigations described on Schedule 4.11, but shall not alter the allocation of Liabilities or rights to indemnification set forth elsewhere in this Agreement. In the event of any conflict between the provisions of this Section 4.11 and Section 4.5 in respect of a SpinCo Directed Action, Parent Directed Action or Joint Action, the provisions of this Section 4.11 shall govern. Except as set forth in the immediately preceding sentence, Section 4.5 shall otherwise apply to the SpinCo Directed Actions, Parent Directed Actions and Joint Actions.

(a) From and after the Distribution, except as otherwise provided in Schedule 4.11(a) and subject to Section 6.9:

(i) the SpinCo Group shall direct the defense, prosecution or conduct (as applicable) of any Actions and Internal Investigations described on Schedule 4.11(a)(i) (the “SpinCo Directed Actions”), including the development and implementation of the legal strategy for each SpinCo Directed Action, the filing of any motions, pleadings or briefs, the conduct of discovery and related fact finding, the conduct of any trial, any presentations to regulators or enforcement officials, any responses to subpoenas, requests or demands for information, any decision to appeal or not to appeal any decisions, judgment or order, and, subject to Section 4.11(d), any decision or consent to a settlement, compromise, resolution or discharge of any SpinCo Directed Action or any aspect thereof;

(ii) SpinCo (or the applicable other member of the SpinCo Group) shall be responsible for selecting counsel in connection with the conduct and control of each SpinCo Directed Action;

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(iii) Parent (or the applicable other member of the Parent Group) shall be entitled to participate in (but not control) the defense, prosecution or conduct (as applicable) of each SpinCo Directed Action, and SpinCo shall provide Parent with the reasonable opportunity to consult, advise and comment with respect to all preparation, planning and strategy regarding any such SpinCo Directed Action, to the extent that Parent’s participation does not waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine. The Parties and the applicable members of their respective Groups shall cooperate reasonably to preserve any attorney-client privilege, work product protection, joint defense, common interest or other privilege as to third parties as may be available in connection with each Group’s participation in a SpinCo Directed Action; and

(iv) the costs and expenses incurred by the SpinCo Group and the Parent Group in connection with the conduct of any SpinCo Directed Action shall be advanced, paid and reimbursed in accordance with Schedule 4.11(a)(iv).

(b) From and after the Distribution, except as otherwise provided in Schedule 4.11(b) and subject to Section 6.9:

(i) the Parent Group shall direct the defense, prosecution or conduct (as applicable) of any Actions and Internal Investigations described on Schedule 4.11(b)(i) (the “Parent Directed Actions”), including the development and implementation of the legal strategy for each Parent Directed Action, the filing of any motions, pleadings or briefs, the conduct of discovery and related fact finding, the conduct of any trial, any presentations to regulators or enforcement officials, any responses to subpoenas, requests or demands for information, any decision to appeal or not to appeal any decisions, judgment or order, and, subject to Section 4.11(d), any decision or consent to a settlement, compromise, resolution or discharge of any Parent Directed Action or any aspect thereof;

(ii) Parent (or the applicable other member of the Parent Group) shall be responsible for selecting counsel in connection with the conduct and control of each Parent Directed Action;

(iii) SpinCo (or the applicable other member of the SpinCo Group) shall be entitled to participate in (but not control) the defense, prosecution or conduct (as applicable) of each Parent Directed Action, and Parent shall provide SpinCo with the reasonable opportunity to consult, advise and comment with respect to all preparation, planning and strategy regarding any such Parent Directed Action, to the extent that SpinCo’s participation does not waive or jeopardize any attorney-client privilege, attorney work product protection or other similar privilege or doctrine. The Parties and the applicable members of their respective Groups shall cooperate reasonably to preserve any attorney-client privilege, work product protection, joint defense, common interest or other

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privilege as to third parties as may be available in connection with each Group’s participation in a Parent Directed Action; and

(iv) the costs and expenses incurred by the SpinCo Group and the Parent Group in connection with the conduct of any Parent Directed Action shall be advanced, paid and reimbursed in accordance with Schedule 4.11(b)(iv).

(c) From and after the Distribution, except as otherwise provided in Schedule 4.11(c) and subject to Section 6.9, the Parties shall separately but cooperatively manage and direct the defense, prosecution or conduct (as applicable) of any Actions and Internal Investigations described on Schedule 4.11(c) (“Joint Actions”), including the development and implementation of the legal strategy for each Joint Action, the filing of any motions, pleadings or briefs, the conduct of discovery and related fact finding, the conduct of any trial, any presentations to regulators or enforcement officials, any responses to subpoenas, requests or demands for information, any decision to appeal or not to appeal any decisions, judgment or order, and, subject to Section 4.11(d), any decision or consent to a settlement, compromise, resolution or discharge of any Joint Action or any aspect thereof. The Parties shall cooperate in good faith and take all reasonable actions to provide for any appropriate joinder or change in named parties to such Joint Actions such that the appropriate Party or another member of each Party’s Group is party thereto. The Parties shall reasonably cooperate and consult with each other and, to the extent feasible, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, work product protection, joint defense, common interest or other privilege with respect to any Joint Action. Notwithstanding anything to the contrary herein, the costs and expenses of counsel for each Joint Action shall be paid for by the Party indicated with respect to such Joint Action on Schedule 4.11(c); provided that in the event that either Party determines to retain new separate counsel with respect to any Joint Action, such Party shall bear the costs and expenses of its separate counsel. The costs and expenses incurred by SpinCo or Parent in connection with the conduct of any Joint Action shall be advanced, paid and reimbursed in accordance with Schedule 4.11(c). In any Joint Action, each of Parent and SpinCo may pursue separate defenses, claims, counterclaims or settlements to those claims relating solely to the Parent Business or the SpinCo Business, respectively; provided that each Party shall in good faith use commercially reasonable efforts to avoid adverse effects on the other Party.

(d) No Party managing an Action (the “Managing Party”) pursuant to this Section 4.11 shall consent to entry of any judgment or enter into any settlement of any such Action without the prior written consent of the other Party (the “Non-Managing Party”) (not to be unreasonably withheld, conditioned or delayed); provided, however, that such Non-Managing Party, including, in the case of a Joint Action, any co-defendant, shall be required to consent to such entry of judgment or to such settlement that the Managing Party or other co-defendant may recommend with respect to any claim for which such Non-Managing Party (or co-defendant) is the defendant if the judgment or settlement: (i) contains no finding or admission of liability with respect to such Non-Managing Party’s (or co-defendant’s) Group or its applicable related Persons; (ii) involves only monetary relief which the Managing Party or proposing co-defendant has agreed to pay; (iii) includes a full and unconditional release of the Non-Managing Party’s (or

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co-defendant’s) Group and its applicable related Persons; and (iv) is reasonably not expected to give rise to a collateral effect which would have a material adverse impact on other proceedings of the Non-Managing Party. Notwithstanding the foregoing, the consent of the Non-Managing Party or co-defendant shall be required for any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against the Non-Managing Party’s Group or its applicable related Persons (such consent not to be unreasonably withheld, conditioned or delayed).

(e) Any inquiry, investigation, probe, audit or inspection conducted by a Governmental Authority (a “Government Investigation”) that (i) is not set forth on Schedule 4.11(e), (ii) Parent determines in good faith involves one or more members of both the Parent Group and the SpinCo Group, (iii) relates to conduct that occurred prior to the Distribution Date, and (iv) Parent determines in good faith involves, or would reasonably be expected to involve, non-monetary relief sought by a Governmental Authority with respect to a member of the Parent Group, shall be separately but cooperatively managed and directed by the Parties as if it were a Joint Action in accordance with the terms of Section 4.11(c) (subject, for the avoidance of doubt, to Schedule 4.11(e) and Section 4.11(d)). If either Party shall receive notice or otherwise learn of a Government Investigation that would reasonably be expected to require cooperative management as a Joint Action pursuant to this Section 4.11(e), such Party shall give the other Party written notice thereof as soon as reasonably practicable.

Section 4.12 Management of Non-PFAS Environmental Liabilities and PFAS Liabilities. Notwithstanding anything herein to the contrary, (x) the terms set forth on Schedule 4.12(a) shall govern the conduct, management and remedial action with respect to the Liabilities and Actions and Third-Party Claims subject to indemnification pursuant to Section 4.2 or Section 4.3 to the extent relating to Non-PFAS Environmental Liabilities and (y) the terms set forth on Schedule 4.12(b) shall govern the conduct, management and remedial action with respect to the Liabilities and Actions and Third-Party Claims subject to indemnification pursuant to Section 4.2 or Section 4.3 to the extent relating to PFAS Liabilities. To the extent that the terms of this Section 4.12, Schedule 4.12(a) or Schedule 4.12(b) conflict with any other section of this Agreement (other than Section 4.5(f)), including Section 4.4, Section 4.5 (other than Section 4.5(f)), Section 4.6, Section 4.7, Section 4.9, Section 4.10 or Section 4.11, the terms of this Section 4.12, Schedule 4.12(a) or Schedule 4.12(b) shall govern, provided that this Section 4.12 shall not alter the allocation of Liabilities set forth in Article II and shall be subject to Section 6.9.

ARTICLE V

CERTAIN OTHER MATTERS

Section 5.1 Insurance Matters.

(a) Parent and SpinCo agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Effective Time. In no event shall Parent, any other member of the Parent Group or any Parent Indemnitee have Liability or obligation whatsoever to any member of the SpinCo Group in the event that any

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(i) insurance policy, captive insurance program or insurance policy related contract shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the SpinCo Group for any reason whatsoever or shall be cancelled, not renewed or not extended beyond the current expiration date, or (ii) any insurer declines, denies, delays or obstructs any claim payment.

(b) With the sole exception of incidents occurring prior to the Effective Time and that would be otherwise covered under the automobile liability, property, transit, general and products liability, employers’ liability, workers compensation or umbrella insurance policies of Parent or any other member of the Parent Group, including the insurance, reinsurance or captive insurance policies set forth on Schedule 5.1(b)(i) (collectively, the “Covered Policies”) from and after the Effective Time, SpinCo, any member of the SpinCo Group or any of their respective employees (including former or inactive employees) shall cease be insured by, shall have no access or availability to or under, shall not be entitled to make claims on or under and shall not be entitled to claim benefits from or seek coverage under, and shall not have any rights to or under, any of Parent’s or any other member of the Parent Group’s insurance policies or any of their respective self-insured programs in place immediately prior to the Effective Time. Solely with respect to the Covered Policies, from and after the Effective Time, with respect to any Losses, damages and Liabilities incurred by any member of the SpinCo Group prior to the Effective Time, Parent will provide SpinCo with access to, and SpinCo may make claims under, the Covered Policies in place immediately prior to the Effective Time, but solely to the extent that such policies provided coverage with respect to the SpinCo Business or would otherwise have been available with respect to the applicable claim prior to the Effective Time, including with respect to the matters set forth on Schedule 5.1(b)(ii); provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms, conditions, exclusions and procedures of such insurance policies, including any limits on coverage or scope, any deductibles, self-insured retentions and other fees and expenses, and shall be subject to the following additional conditions:

(i) SpinCo shall notify Parent’s [●] (or such other Person of Parent if there is no [●]), as promptly as practicable, of any incident, circumstance or occurrence that may lead to a claim made by SpinCo pursuant to this Section 5.1(b);

(ii) SpinCo shall reimburse Parent and the other members of the Parent Group for all claim-related payments made by Parent or such other member of the Parent Group on or after the Effective Time that arise from claims made by SpinCo, any other member of the SpinCo Group, any of their respective employees or any Third Party under Parent’s or such other member of the Parent Group’s self-insured, large deductible, or fronted insurance programs for occurrences prior to the Effective Time, including overhead, claim handling and administrative costs, surcharges, state assessments and other related costs. SpinCo and the other members of the SpinCo Group shall indemnify, hold harmless and reimburse Parent and the other members of the Parent Group for any deductibles, self-insured retention, fees, indemnity payments, settlements,

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judgments, legal fees, allocated claims expenses and claim handling fees, and other expenses incurred by Parent or any other members of the Parent Group to the extent resulting from any access to, or any claims made by SpinCo or any other members of the SpinCo Group under, any of Parent’s or such other member of the Parent Group’s insurance policies provided pursuant to this Section 5.1(b), whether such claims are made by SpinCo, its employees or Third Parties; and

(iii) SpinCo shall exclusively bear (and neither Parent nor any other members of the Parent Group shall have any obligation to repay or reimburse SpinCo or any other member of the SpinCo Group for) and shall be liable for all excluded, uninsured, uncovered, unavailable or uncollectible amounts (including where any insurer declines, denies, delays or obstructs any claim payment) of all such claims made for the benefit of SpinCo or any other member of the SpinCo Group under the policies as provided for in this Section 5.1(b). Where a policy includes a reinstatement of limits, in the event that an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the SpinCo Group, on the one hand, and the Parent Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the Losses of such Group (including, for the avoidance of doubt, with respect to the Losses of the SpinCo Group, any Losses relating to the SpinCo Business prior to the Effective Time) submitted to Parent’s insurance carrier(s) (including any submissions prior to the Effective Time). To the extent that the Parent Group or the SpinCo Group is allocated more than its pro rata portion of such premium due to the timing of Losses submitted to Parent’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium. Subject to the following sentence, a Party may elect not to reinstate the policy aggregate even if available. In the event that a Party elects not to reinstate the policy aggregate, it shall provide prompt written notice to the other Party and shall have no rights to claim against or have any benefit from the reinstated limits. A Party which elects to reinstate the policy aggregate shall be responsible for all reinstatement premiums and other costs associated with such reinstatement to the extent that such Party has received notice from the other Party that such other Party does not elect to reinstate the limits.

In the event that any member of the Parent Group incurs any Losses, damages or Liability prior to or in respect of the period prior to the Effective Time for which such member of the Parent Group is entitled to coverage under SpinCo’s third-party insurance policies, the same process pursuant to this Section 5.1(b) shall apply, substituting “Parent” for “SpinCo” and “SpinCo” for “Parent,” including for purposes of Section 5.1(e).

(c) With respect to any Covered Policy that the SpinCo Group has access to, and the right to make claims under, pursuant to Section 5.1(b), claims shall be paid and the applicable limits under such Covered Policy shall be reduced, in each case, in accordance with the terms of such Covered Policies and without any priority or preference shown or given to

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either Parent or SpinCo (or any other members of their respective Groups), absent any written agreement between the Parties otherwise; provided, however, that neither Parent nor SpinCo (or any other member of their respective Groups) shall accelerate or delay either the notification and submission of claims, on the one hand, or the demand for coverage for and receipt of insurance payments, on the other hand, in a manner that would differ from that which each would follow in the ordinary course when acting without regard to sufficiency of limits of such Covered Policy.

(d) At the Effective Time, SpinCo shall have in effect all insurance programs required to comply with SpinCo’s contractual obligations and such other policies required by Law or as reasonably necessary or appropriate for companies operating a business similar to the SpinCo Business.

(e) Neither SpinCo nor any other member of the SpinCo Group, in connection with making a claim under any insurance policy of Parent or any other member of the Parent Group pursuant to this Section 5.1, shall take any action that would be reasonably likely to (i) have a material and adverse impact on the then-current relationship between Parent or any member of the Parent Group, on the one hand, and the applicable insurance provider, on the other hand; (ii) result in the applicable insurance provider terminating or materially reducing coverage, or materially increasing the amount of any premium owed by Parent or any other member of the Parent Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of Parent or any other member of the Parent Group under the applicable insurance policy.

(f) Any payments, costs, adjustments or reimbursements to be paid by SpinCo pursuant to this Section 5.1 shall be billed quarterly and payable within thirty (30) days from receipt of an invoice from Parent. Without prejudice to the ability of the SpinCo Group to handle, pursue and collect claims that it has submitted to the insurance provider of a Covered Policy in compliance with this Agreement, Parent shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buyback or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any SpinCo Liabilities and/or claims SpinCo has made or could make in the future, and no member of the SpinCo Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with Parent’s insurers with respect to any of Parent’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. SpinCo shall cooperate with Parent and share such information as is reasonably necessary in order to permit Parent to manage and conduct its insurance matters as Parent deems appropriate. Each Party and any other member of its applicable Group has the sole right to settle or otherwise resolve Third-Party Claims made against it or any other member of its applicable Group covered under an applicable insurance policy.

(g) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or

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remedy of any member of the Parent Group in respect of any insurance policy or any other contract or policy of insurance.

(h) SpinCo does hereby, for itself and each other member of the SpinCo Group, agree that no member of the Parent Group shall have any Liability whatsoever as a result of the insurance policies and practices of Parent and the members of the Parent Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, or the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

(i) Except as set forth on Schedule 5.1(i), any Insurance Proceeds received by the Parent Group for the benefit of members of the SpinCo Group or by the SpinCo Group for the benefit of members of the Parent Group shall be transferred, respectively, to the SpinCo Group (in the former case) or the Parent Group (in the latter case). Any Insurance Proceeds received for the benefit of both the Parent Group and the SpinCo Group shall be distributed pro rata based on the respective share of the underlying loss.

Section 5.2 Late Payments. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within ten (10) days of a notice of non-payment) shall accrue interest at a rate per annum equal to [●] ([●]%).

Section 5.3 Inducement. SpinCo acknowledges and agrees that Parent’s willingness to cause, effect and consummate the Separation and the Distribution has been conditioned upon and induced by SpinCo’s covenants and agreements in this Agreement, the Ancillary Agreements, including SpinCo’s assumption of the SpinCo Liabilities pursuant to the Separation and the provisions of this Agreement and SpinCo’s covenants and agreements contained in Article IV.

Section 5.4 Post-Effective Time Conduct. The Parties acknowledge that, after the Effective Time, each Party shall be independent of the other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business, operations and activities following the Effective Time, except as may otherwise be provided in this Agreement (including with respect to the allocation of PFAS Liabilities) or any Ancillary Agreement, and each Party shall (except as otherwise provided in Article IV) use commercially reasonable efforts to prevent such Liabilities from being inappropriately borne by the other Party.

Section 5.5 D&O Insurance. On and after the Distribution Date, Parent shall not, and shall cause the members of the Parent Group not to, take any action that would limit the coverage of the individuals who acted as directors or officers of SpinCo (or members of the SpinCo Group) prior to the Distribution Date under any directors and officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Policies”) maintained by the members of the Parent Group in respect of claims relating to a period prior to the Distribution Date. Parent shall, and shall cause the members of the Parent Group to, reasonably cooperate with the individuals who acted as directors or officers of SpinCo (or members of the SpinCo

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Group) prior to the Distribution Date in their pursuit of any coverage claims under such D&O Policies which could inure to the benefit of such individuals. Parent shall, and shall cause members of the Parent Group to, allow SpinCo and its agents and representatives, upon reasonable prior notice and during regular business hours, to examine the relevant D&O Policies maintained by Parent and members of the Parent Group pursuant to this Section 5.5. Parent shall provide, and shall cause other members of the Parent Group to provide, such cooperation as is reasonably requested by SpinCo in order for SpinCo to have in effect on and after the Distribution Date such new D&O Policies as SpinCo deems appropriate with respect to claims reported on or after the Distribution Date.

Section 5.6 Employee Non-Solicit.

(a) From and after the Effective Time until the date that is one (1) year after the Effective Time (and unless a waiver is expressly granted in writing in advance by the Chief Human Resources Officer of Parent), SpinCo shall not and shall ensure that no Subsidiary of SpinCo, directly or indirectly, solicits for employment any employee of Parent or its Subsidiaries with title of “director” (or equivalent or higher) (the “Parent Restricted Employees”); provided, however, that nothing in this Section 5.6(a) will prohibit SpinCo or any of its Subsidiaries from (i) engaging in general solicitations to the public or general advertising not directly targeted at the Parent Restricted Employees, (ii) soliciting any person via a search firm or employment agency that is not instructed to specifically target Parent Restricted Employees, (iii) soliciting any person who has ceased to be employed by Parent or any of its Subsidiaries, or (iv) soliciting any person who initiates discussions regarding employment with SpinCo or any of its Subsidiaries without any direct or indirect solicitation by SpinCo or any of its Subsidiaries.

(b) From and after the Effective Time until the date that is one (1) year after the Effective Time (and unless a waiver is expressly granted in writing in advance by the Chief Human Resources Officer of SpinCo), Parent shall not and shall ensure that no Subsidiary of Parent, directly or indirectly, solicits for employment any employee of SpinCo or its Subsidiaries with title of “director” (or equivalent or higher) (the “SpinCo Restricted Employees”); provided, however, that nothing in this Section 5.6(b) will prohibit Parent or any of its Subsidiaries from (i) engaging in general solicitations to the public or general advertising not directly targeted at the SpinCo Restricted Employees, (ii) soliciting any person via a search firm or employment agency that is not instructed to specifically target SpinCo Restricted Employees, (iii) soliciting any person who has ceased to be employed by SpinCo or any of its Subsidiaries, or (iv) soliciting any person who initiates discussions regarding employment with Parent or any of its Subsidiaries without any direct or indirect solicitation by Parent or any of its Subsidiaries.

Section 5.7 Non-Competition Provisions; Restrictive Covenants.

(a) From the Distribution Date until the date that is three (3) years after the Distribution Date, SpinCo will not, and will cause its controlled Affiliates not to, without the prior written consent of Parent, (i) market or sell any Hollow Fiber Membrane products, including panels, arrangement of panels, assemblies, devices, and systems incorporating the Hollow Fiber Membrane in the Parent Cooling Field or (ii) make, market or sell any Industrial Adhesives for inclusion in third party products, provided, however, that SpinCo can make,

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market, or sell (a) Medical Device Assembly Products first commercialized before the Distribution Date if the applicable Industrial Adhesive is sourced from the Parent Group, and (b) Medical Device Assembly Products first commercialized after the Distribution Date, whether the applicable Industrial Adhesive is sourced from the Parent Group, internally or from a third party (provided, for the avoidance of doubt, nothing in this Section 5.7(a) creates or expands any rights to use any Intellectual Property of the Parent Group). Additionally, SpinCo can make, market and sell the products listed in Schedule 5.7(a) (such products, “Approved Industrial Adhesives”) incorporating Industrial Adhesives sourced from Parent. SpinCo agrees that, until the date that is three (3) years after the Distribution Date, no Third Party may acquire any SpinCo Assets that are relevant to the restrictions set forth in the first sentence of this Section 5.7(a) unless such Third Party agrees to remain subject to such restrictions [with respect to the acquired SpinCo Assets], and delivers an enforceable commitment to Parent with respect to such agreement[, in a form reasonably acceptable to Parent,] no later than the date of the closing of such acquisition. SpinCo agrees to notify Parent promptly upon entering into any definitive agreement for any transaction subject to the immediately preceding sentence.

(b) From the Distribution Date until the date that is three (3) years after the Distribution Date, Parent will not, and will cause its controlled Affiliates not to, without the prior written consent of SpinCo, (i) market or sell any Hollow Fiber Membrane products, including panels, arrangement of panels, assemblies, devices, and systems incorporating the Hollow Fiber Membrane in the SpinCo Field or (ii) make, market or sell any Medical Grade Adhesives or Medical Grade Films, provided, however, that Parent can make, market or sell (a) Medical Grade Adhesives or Medical Grade Films for incorporation into finished goods that Parent’s consumer health business supplies to third parties or (b) finished goods that incorporate Medical Grade Adhesives or Medical Grade Films. Parent agrees that, until the date that is three (3) years after the Distribution Date, no Third Party may acquire any Parent Assets that are relevant to the restrictions set forth in the first sentence of this Section 5.7(b) unless such Third Party agrees to remain subject to such restrictions [with respect to the acquired Parent Assets], and delivers an enforceable commitment to SpinCo with respect to such agreement[, in a form reasonably acceptable to SpinCo,] no later than the date of the closing of such acquisition. Parent agrees to notify SpinCo promptly upon entering into any definitive agreement for any transaction subject to the immediately preceding sentence.

(i) any acquisition, merger, business combination, or similar transaction by Parent or SpinCo or any of their respective Subsidiaries of all or any part of a business or Person that is engaged, prior to such transaction, in activities in which Parent or SpinCo is prohibited from engaging pursuant to paragraph (a) or (b), where such acquired business or Person’s revenue in respect of such activities represented no more than ten percent (10%) of the aggregate consolidated revenues of such acquired business or Person, as applicable, for such acquired business’s or Person’s most recently completed fiscal year;

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(ii) the ownership by Parent or SpinCo of its Subsidiaries, directly or indirectly, of less than five percent (5%) of any class of securities of any Person traded on a national or international securities exchange;

(iii) any investment by Parent or SpinCo or any Subsidiaries in any Person pursuant to which Parent or SpinCo or any such investing Subsidiary does not have the right to control the operations or scope of business conducted by such Person, and any activities conducted by such Person; or

(iv) the performance by Parent or SpinCo or any of their Subsidiaries of their respective obligations under any Ancillary Agreement, provided that this clause (iv) shall not permit Parent, SpinCo or any of their Subsidiaries to engage in an activity prohibited by Section 5.7(a) or Section 5.7(b) through a Third Party unless expressly permitted or required by the terms of the applicable Ancillary Agreement.

(d) Parent and SpinCo acknowledge that the covenants set forth in paragraphs (a) and (b) are reasonable in order to protect the value of the Parent Business or the SpinCo Business, as applicable. It is the intention of the Parties that if any restriction or covenant contained in paragraph (a) or (b) covers a geographical area, is for a length of time or is of a scope that is not permitted by applicable Law, or in any way construed to be too broad or to any extent invalid, such restriction or covenant will not be construed to be null, void and of no effect, but will, to the extent such restriction or covenant would be valid or enforceable under applicable Law, be construed and interpreted to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained in paragraph (a) or (b), as applicable) that would be valid and enforceable under such applicable Law, and such restrictions or covenants will be enforceable as so modified. It is the desire and intent of Parent and SpinCo that the provisions of paragraphs (a) and (b) be enforced to the fullest extent permissible under applicable Law. Therefore, the parties agree that money damages would not be a sufficient remedy for any threatened or actual breach of paragraph (a) or paragraph (b) and that, in addition to all other remedies it may be entitled to, the non-breaching party will be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.

(e) No product produced, sold, marketed, distributed or supplied by any member of the SpinCo Group that (x) is supplied or distributed by a member of the Parent Group pursuant to any Ancillary Agreement or (y) includes anywhere on such SpinCo Product, or on any of the related labels, packaging, instructions, specifications, or similar materials, any Parent Group Trademark, logo, brand or similar marking , may be marketed, labeled, publicized, or otherwise promoted or characterized as having any mitigation, abatement, filtration or removal-related capability with respect to, or usage or certification related to, any form of PFAS. The foregoing prohibition shall similarly prohibit the SpinCo Group from making or maintaining any references to any such prohibited information with respect to an applicable product, in each case in any form accessible to the public and associated with such product (including a product

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website, or any certification database maintained by a third party based on testing requested or authorized by a member of the SpinCo Group).

(f) Parent is planning to exit, and to cause its Subsidiaries to exit, the manufacture and supply of products consisting of, containing, or manufactured with the aid of, PFAS (such products, “PFAS Products”). SpinCo is fully aware of this planned exit. Notwithstanding any other provision in this Agreement or any other Ancillary Agreement, including any forecast, order, terms and conditions, or other documents exchanged between the Parties, Parent or any member or the Parent Group may, without any liability whatsoever, discontinue or suspend the manufacturing, distribution or supply of any PFAS Products at any time or offer to substitute such PFAS Products with reformulated products to remove the use of PFAS at Parent’s election (it being understood that SpinCo may reject such substitution offer in its sole discretion), subject in the event of any such discontinuation, suspension or substitution to giving such advance prior notice that Parent deems reasonable under the circumstances (which, for the avoidance of doubt, may be less than the notice periods required pursuant to Section 3.4(a) of the Supply Agreement, or may be no notice at all if Parent determines that providing notice is not practical under the circumstances) to such discontinuation, suspension or substitution. SpinCo and its Affiliates may not, under any circumstances, attempt to pull orders or quantities of PFAS Products forward or otherwise build inventory that exceeds SpinCo’s and its Affiliates’ actual consumption in the relevant quarter. Parent’s rights hereunder expressly include that Parent and any member of the Parent Group may discontinue or reduce the quantity of PFAS Products available in its complete and sole discretion at any time upon such advance prior notice that Parent deems reasonable under the circumstances (which, for the avoidance of doubt, may be less than the notice periods required pursuant to Section 3.4(a) of the Supply Agreement or may be no notice at all if Parent determines that providing notice is not practical under the circumstances), including reducing or rejecting the quantities identified in forecasts or orders, even if previously accepted.

ARTICLE VI

EXCHANGE OF INFORMATION; CONFIDENTIALITY

Section 6.1 Pre-Closing Information Allocation Process. Parent and SpinCo have engaged in a process designed to cause members of the SpinCo Group to possess, by the Effective Time, originals or copies of all books and records, existing and in the possession of Parent or a Subsidiary of Parent as of immediately prior to the Effective Time, to the extent used in or necessary for the operation of the SpinCo Business (including financial, employee, and general business operating documents, records and files and data related thereto) or for the provision of the Transition Arrangements, that relate exclusively to SpinCo Assets or that are related to the litigation matters set out in Schedule 6.1; other than, in each case, (i) books and records that the Parent Group is not permitted by applicable Law or agreement to disclose or transfer to SpinCo; (ii) certain electronically archived books and records; or (iii) archived physical books and records that are co-mingled with Parent’s books and records. Parent has generally retained, and is permitted to retain, copies of books and records (i) to the extent they are used in or necessary for the operation or conduct of the Parent Business or the provision of the Transition Arrangements, (ii) that relate exclusively to other Parent Assets, (iii) that Parent is

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required by Law to retain, (iv) that are required to demonstrate compliance with applicable Law or pursuant to internal compliance procedures, (v) that are related to any Parent Assets or Parent’s and/or its Affiliates’ obligations under this Agreement or any of the Ancillary Agreements or Local Transfer Agreements, or (vi) that are electronic back-ups maintained by Parent in the ordinary course of business. It is not the intent of Parent or SpinCo that the provisions relating to Misallocated Assets be interpreted to override or require a change to the allocation process described in this Section 6.1.

Section 6.2 Agreement for Exchange of Information.

(a) Subject to Section 6.10 and any other applicable confidentiality obligations, each of Parent and SpinCo, on behalf of itself and each other member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, at or after the Effective Time, as soon as reasonably practicable after written request therefor, any specific and expressly identified information (or a copy thereof) in the possession or under the control of such Party or its Group (to the extent such information is not already in the possession or under the control of the requesting Party or its Group) which the requesting Party or its Group requests to the extent that (i) for requests made within five (5) years following the Distribution Date, such information relates to the operation of the SpinCo Business, or any SpinCo Asset, or SpinCo Liability, if SpinCo is the requesting Party, or to the Parent Business, or any Parent Asset or Parent Liability, if Parent is the requesting Party, and in each case is needed for a reasonable, bona fide business purpose; (ii) for requests made within five (5) years following the Distribution Date, such information is required by the requesting Party to comply with its obligations under this Agreement or any Ancillary Agreement or Local Transfer Agreement; (iii) such information is for use by the requesting Party to comply with any obligation imposed by any Governmental Authority; (iv) such information is for use by the requesting Party in any judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims defense, regulatory filings, litigation or other similar requirements (other than in connection with any Action or threatened Action in which any member of a Group is adverse to any member of the other Group); or (v) in the case where Parent is the requesting Party, (x) such information is necessary or desirable for Parent’s consideration of the timing or manner in which it will affect any Disposition or (y) such information is necessary for Parent to complete its environmental inventory reporting obligations for the 2023 and 2024 calendar years consistent with past practice (including, for such purpose, permitting Parent to conduct environmental surveys and assessments of SpinCo Real Property, subject to Parent providing reasonable advance notice to SpinCo and such access being limited to normal business hours and Parent conducting such survey or assessment in a manner that is not materially disruptive to the business and operations of the SpinCo Group); provided, however, that, in the event that the Party to whom the request has been made determines in good faith that any such provision of information could be commercially detrimental to the Party providing the information, result in the loss of confidentiality of confidential information, be inconsistent with data privacy obligations, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege and the attorney work product doctrine, then the Parties shall use commercially reasonable efforts to permit compliance with such

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obligations to the extent and in a manner that avoids any such harm or consequence; provided, further, that the Parties agree that it shall not be deemed commercially detrimental to provide information regarding Trade Secrets licensed under Sections 2.1 and 2.2 of the Intellectual Property Cross License Agreement to the extent Trade Secrets are licensed under those sections. The Party providing information pursuant to this Section 6.2 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 6.2 shall expand the obligations of either Party under Section 6.5 or impose any information retention obligations in addition to those under Section 6.5. Where information is to be transferred by physical delivery at or after the Effective Time, the transferring Party shall procure that such information is available for collection at the location at which such information is being stored at that time, or as otherwise agreed between the Parties, such that there shall be no requirement on either Party to move transferring information from one location to another in order to effect the transfer.

(b) Without limiting the generality of the foregoing, each Party shall use its commercially reasonable efforts to cooperate with the other Party’s information requests to enable (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws, in the case of each of clauses (i) and (ii) until the end of the SpinCo fiscal year during which the Distribution Date occurs (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs).

Section 6.3 Ownership of Information. The provision of any information pursuant to this Article VI shall not affect the ownership of such information (which shall be determined solely in accordance with the terms of this Agreement and the Ancillary Agreements) or constitute a grant of rights in or to any such information.

Section 6.4 Compensation for Providing Information. Unless otherwise agreed in writing between the Parties, the Party requesting information agrees to promptly reimburse the other Party for the reasonable costs, if any, of creating, gathering, locating, copying, transporting and otherwise complying with the request with respect to such information (including any reasonable costs and expenses incurred in any review of information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested information). Except as may be otherwise specifically provided elsewhere in this Agreement, any Ancillary Agreement or any other

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agreement between the Parties, such costs shall be computed in accordance with the providing Party’s standard methodology and procedures.

Section 6.5 Record Retention. The Parties agree to use their commercially reasonable efforts to retain all information in their respective possession or control at the Effective Time in accordance with the policies used for retention of such Party’s own information of a similar type (provided that this shall not require either Party to make changes to any such policies, or create an obligation independent of such policies), and with legal holds or other similar retention or preservation requirements under applicable Law (“Legal Holds”) for the durations required by such Legal Holds. Notwithstanding anything to the contrary in this Article VI, the Tax Matters Agreement will exclusively govern the retention of Tax-related records and the exchange of Tax-related information. Neither Party (nor any member of its Group) shall have any Liability to the other Party (or any member of such other Party’s Group) if any information is destroyed or disposed of in good faith compliance with the first Party’s record retention policy and any applicable Legal Holds, and the first Party (and the applicable members of its Group) shall not be obligated to inform the other Party (or any member of such other Party’s Group) prior to so destroying or disposing of any such information, unless required by applicable Law or contractual arrangements. For the avoidance of doubt, from and after the Effective Time, neither Party or any member of its Group shall be subject to any Legal Hold implemented by any member of the other Group, but a member of one Group may send a member of another Group a third party notice of preservation with respect to an applicable matter.

Section 6.6 Limitations of Liability. All information exchanged between the Parties under this Agreement is provided on an “as is,” “where is” basis without any warranty. Neither Party shall have any Liability to the other Party in the event that any information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of gross negligence, bad faith, fraud or willful misconduct by the Party providing such information.

Section 6.7 Other Agreements Providing for Exchange of Information.

(a) Parent and SpinCo acknowledge that certain Ancillary Agreements provide the SpinCo Group or Parent Group with the right to obtain originals or copies of, or access to, certain books and records and other information at no additional cost to the receiving party and without reference to the provisions and limitations of this Article VI that might otherwise apply, and agree that this Article VI is not intended to, and shall not, modify or limit such other provisions. To the extent of any conflict between the terms of such Ancillary Agreements and this Article VI with respect to matters relating to the transfer and delivery of, or access to, information, the terms of such Ancillary Agreements shall prevail.

(b) The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of information set forth in any Ancillary Agreement.

(c) The sharing of personal and other sensitive data between the Parent Group and the SpinCo Group shall be subject to the data privacy, security and other policies set forth in Schedule 6.7(c).

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(d) The exchange of information, including electronic information, pursuant to this Article VI shall comply with the procedures set forth in Schedule 6.7(d).

(e) Any party that receives, pursuant to a request for information in accordance with this Article VI, Tangible Information that is not relevant to its request shall, at the request of the providing Party, (i) return it to the providing Party or, at the providing Party’s request, destroy such Tangible Information; and (ii) deliver to the providing Party written confirmation that such Tangible Information was returned or destroyed, as the case may be, which confirmation shall be signed by an authorized representative of the requesting Party.

(f) Neither Party nor any member of its Group shall be required to transfer any books and records under this Agreement, except pursuant to the provisions of this Article VI.

Section 6.8 Production of Witnesses; Records; Cooperation.

(a) After the Effective Time, except in the case of an actual or threatened Dispute between Parent and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action or Internal Investigation in which the requesting Party (or any other member of its Group) may from time to time be involved, regardless of whether such Action or Internal Investigation is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all reasonable costs and expenses in connection therewith, unless this Agreement (including Article IV) or any Ancillary Agreement otherwise provides. The Parties may enter into separate agreements that may control such production as to specific Actions or Internal Investigations.

(b) If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third-Party Claim (and has the right to do so under this Agreement), the other Party shall make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be, and shall otherwise cooperate in such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be, in each case in furtherance of the provisions of Article IV.

(c) Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions.

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(d) Without limiting any provision of this Section 6.8, each of the Parties agrees to cooperate, and to cause each other member of its respective Group to cooperate, with each other in the defense of any infringement or similar claim with respect to any Intellectual Property Rights and shall not claim to acknowledge, or permit any other member of its respective Group to claim to acknowledge, the validity or infringing use of any Intellectual Property Rights of a Third Party in a manner that would hamper or undermine the defense of such infringement or similar claim.

(e) The obligation of the Parties to provide witnesses pursuant to this Section 6.8 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses directors, officers, employees, other personnel and agents without regard to whether such person or the employer of such person could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 6.8(a)).

Section 6.9 Privileged Matters.

(a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Parent Group and the SpinCo Group, and that each of the members of the Parent Group and the SpinCo Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the Parent Group or the SpinCo Group, as the case may be. In furtherance of the foregoing, each Party shall authorize the delivery to and/or retention by the other Party of materials existing as of the Effective Time that are necessary for such other Party to perform such services.

(b) The Parties agree as follows:

(i) Parent shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Parent Business and not to the SpinCo Business, whether or not the Privileged Information is in the possession or under the control of any member of the Parent Group or any member of the SpinCo Group. Parent shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Parent Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the Parent Group or any member of the SpinCo Group;

(ii) SpinCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the SpinCo Business and not to the Parent

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Business, whether or not the Privileged Information is in the possession or under the control of any member of the SpinCo Group or any member of the Parent Group. SpinCo shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any SpinCo Liabilities resulting from any Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the SpinCo Group or any member of the Parent Group; and

(iii) If the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information unless the Parties otherwise agree. The Parties shall use the procedures set forth in Article VII to resolve any disputes as to whether any information relates solely to the Parent Business, solely to the SpinCo Business, or to both the Parent Business and the SpinCo Business.

(c) Subject to the remaining provisions of this Section 6.9, the Parties agree that they shall have a shared privilege or immunity with respect to all privileges and immunities not allocated pursuant to Section 6.9(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one (1) or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived or compromised by either Party without the consent of the other Party.

(d) If any Dispute arises between the Parties or any members of their respective Groups regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any other member of their respective Groups, each Party agrees that it shall (i) negotiate with the other Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party; and (iii) not unreasonably withhold consent to any request for waiver by the other Party. Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose, except in good faith to protect its own legitimate interests.

(e) In the event of any Dispute between Parent and SpinCo, or any members of their respective Groups, neither Party shall assert against the other Party, as to the use of information with respect to a related Action between the Parties and/or the applicable members of their respective Groups, a privilege in which the other Party or any other member of such other Party’s Group has a shared privilege; provided that this shall not operate as a waiver of any shared privilege with respect to any Third Party.

(f) Upon receipt by either Party, or by any other member of its respective Group, of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Privileged Information subject to a shared privilege or immunity or as to which another Party has the sole right hereunder to assert a privilege or immunity, or if

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either Party obtains knowledge that any of its, or any other member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request (which notice shall be delivered to such other Party no later than five (5) business days (or sooner if required under applicable Law) following the receipt of any such subpoena, discovery or other request) and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 6.9 or otherwise, to prevent the production or disclosure of such Privileged Information.

(g) Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of Parent and SpinCo set forth in this Section 6.9 and in Section 6.10 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities. The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups as needed pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

(h) In connection with any matter contemplated by Section 6.8 or this Section 6.9, the Parties agree to, and to cause the applicable members of their Group to, use commercially reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense and/or common interest agreements where necessary or useful for this purpose.

Section 6.10 Confidentiality.

(a) Confidentiality. Subject to Section 6.11, and without prejudice to any longer period that may be provided for in any of the Ancillary Agreements, from and after the Effective Time until the five (5)-year anniversary of the Effective Time (or such longer period as specified below with respect to Trade Secrets and Privileged Information), each of Parent and SpinCo, on behalf of itself and each other member of its respective Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to Parent’s confidential and proprietary information pursuant to policies in effect as of the Effective Time, all confidential and proprietary information concerning the other Party or any other member of the other Party’s Group or their respective businesses that is either in its possession (including confidential and proprietary information in its possession prior to the date hereof) or furnished by any such other Party or any other member of such Party’s Group or their respective Representatives at any time pursuant to this Agreement, any Ancillary Agreement or otherwise, and shall not use any such confidential and proprietary information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential and proprietary information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any other member of such Party’s Group or any of their respective Representatives in

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violation of this Agreement, (ii) later lawfully acquired from other sources by such Party (or any other member of such Party’s Group) which sources are not themselves known by such Party (or any other member of such Party’s Group) to be bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information, or (iii) independently developed or generated without reference to or use of any proprietary or confidential information of the other Party or any other member of such Party’s Group. Notwithstanding the foregoing five (5)-year period, Parent’s and SpinCo’s obligations with respect to (x) confidential and proprietary information that constitutes Trade Secrets shall survive and continue for so long as such confidential and proprietary information retains its status as a Trade Secret, and (y) Privileged Information shall survive and continue for so long as such information continues to be Privileged Information. If any confidential and proprietary information of one Party or any other member of its Group is disclosed to the other Party or any other member of such other Party’s Group in connection with providing services to such first Party or any other member of such first Party’s Group under this Agreement or any Ancillary Agreement, then such disclosed confidential and proprietary information shall be used only as required to perform such services.

(b) No Release; Return or Destruction. Each Party agrees not to release or disclose, or permit to be released or disclosed, any information addressed in Section 6.10(a) to any other Person, except (i) to their respective Representatives who need to know such information (who shall be advised of the obligations hereunder with respect to such information), (ii) to any nationally recognized statistical rating organization as it reasonably deems necessary, solely for the purpose of obtaining a rating of securities or other debt instruments upon normal terms and conditions, (iii) if such Party or its respective Group is required or compelled to disclose any such information pursuant to applicable Law (stock exchange rule) or receives any request or demand under lawful process or from any Governmental Authority, in each case, to the extent that such Party is advised by counsel that it is advisable to do so, (iv) as necessary in order to permit a Party to prepare and disclose its financial statements or other required disclosures under applicable Law or in connection with the Distribution or any Disposition, (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement or any Ancillary Agreement, and (vi) to Governmental Authorities in accordance with applicable procurement regulations and contract requirements; provided, however, that, with respect to clause (i) hereof: (A) such Representatives shall keep such information confidential and will not disclose such information to any other Person, and (B) each Party agrees that it is responsible to the other Party for any action or failure to act that would constitute a breach or violation of this Section 6.10(b) by any such Representative; with respect to clause (ii) hereof, the Party whose information is being disclosed or released to such rating organization is promptly notified thereof in writing in advance of such disclosure or release; with respect to public disclosures pursuant to clause (iii) hereof, that the Party required to disclose such information gives the other Party a reasonable opportunity to review and comment on the portion of such disclosure containing or reflecting such confidential information prior to the disclosure thereof; and, in the case of disclosure pursuant to clause (iii) hereof, such disclosure must be in compliance with Section 6.11. Without limiting the foregoing, when any such information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, and is no longer subject to any Legal Hold or other document preservation obligation, each Party will promptly

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after request of the other Party either return to the other Party all such information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon); provided that the Parties may retain electronic back-up versions of such information maintained on routine computer system backup media; provided, further, that any such information so retained shall remain subject to the confidentiality provisions of this Agreement or any Ancillary Agreement.

(c) Third-Party Information; Privacy or Data Protection Laws. Each Party acknowledges that it and members of its Group may presently have and, following the Effective Time, may gain access to or possession of confidential or proprietary information of, or legally protected personal information (including health information) relating to, Third Parties (i) that was received under privacy policies or notices and/or confidentiality or non-disclosure agreements entered into between such Third Parties, on the one hand, and the other Party or members of such other Party’s Group, on the other hand, prior to the Effective Time; or (ii) that, as between the two Parties, was originally collected by the other Party or members of such other Party’s Group and that may be subject to and protected by privacy policies or notices, as well as applicable data privacy Laws or other applicable Laws. Each Party agrees that it shall hold, protect and use, and shall cause the members of its Group and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary information of, or legally protected personal information (including health information) relating to, Third Parties in accordance with the obligations outlined in the applicable privacy policies or notices and applicable data privacy Laws or other applicable Laws and the terms of any agreements that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or members of the other Party’s Group, on the one hand, and such Third Parties, on the other hand.

Section 6.11 Protective Arrangements. In the event that a Party or any other member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law (including stock exchange rule) or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any other member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority (subject, if the other Party has sought but failed to receive a protective order with respect to such information, to requesting that the applicable Governmental Authority provide confidential treatment to such disclosed information consistent with the scope of the protective order sought

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by the other Party), and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

ARTICLE VII

DISPUTE RESOLUTION

Section 7.1 Transition Committee. Subject to Section 7.5, either Party presenting, raising, pressing or seeking resolution of any dispute, controversy or claim arising out of or relating to the Separation, the Distribution, this Agreement or any Ancillary Agreement or Local Transfer Agreement (including regarding whether any Assets are SpinCo Assets or Parent Assets, any Liabilities are SpinCo Liabilities or Parent Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement or Local Transfer Agreement) (a “Dispute”), shall provide written notice thereof to the Transition Committee (the “Initial Notice”). Following the delivery of the Initial Notice, the Transition Committee shall attempt to resolve the Dispute through the procedures it is empowered to adopt in accordance with Section 2.16. If the Transition Committee is unable for any reason to resolve a Dispute within thirty (30) days after the delivery of the Initial Notice, the Parties shall enter into good-faith negotiations in accordance with Section 7.2 and Section 7.3.

Section 7.2 Good-Faith Officer Negotiation. If a Dispute is not resolved pursuant to Section 7.1, the Transition Committee shall provide written notice thereof to each Party (the “Officer Negotiation Request”). Within thirty (30) days of the delivery of the Officer Negotiation Request, the Parties shall attempt to resolve the Dispute through good-faith negotiation. All such negotiations shall be conducted by executives who hold, at a minimum, the title of [●] and who have authority to settle the Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of all applicable rules of evidence. If the Parties are unable for any reason to resolve a Dispute within thirty (30) days of receipt of the Officer Negotiation Request, and such thirty (30)-day period is not extended by mutual written consent of the Parties, the Chief Executive Officers of the Parties shall enter into good-faith negotiations in accordance with Section 7.3.

Section 7.3 CEO Negotiation. If any Dispute is not resolved pursuant to Section 7.2, the Transition Committee shall provide written notice of such Dispute to the Chief Executive Officer of each Party (a “CEO Negotiation Request”). As soon as reasonably practicable following receipt of a CEO Negotiation Request, the Chief Executive Officers of the Parties shall begin conducting good-faith negotiations with respect to such Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of all applicable rules of evidence. If the Chief Executive Officers of the Parties are unable for any reason to resolve a Dispute within thirty (30) days of receipt of a CEO Negotiation Request, and such thirty (30)-day period is not extended by mutual written consent of the Parties, the Dispute shall be submitted to mediation in accordance with Section 7.4.

Section 7.4 Mediation. In the event that a Dispute has not been resolved within thirty (30) days of the receipt of a CEO Negotiation Request in accordance with Section 7.3, or within such longer period as the Parties may agree to in writing, then such Dispute shall, upon the

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written request of a Party (the “Mediation Request”), be submitted to mandatory mediation in accordance with the International Institute for Conflict Prevention & Resolution (“CPR”) Mediation Procedure (the “Procedure”) then in effect, except as modified herein. The mediation shall be held in (i) [●], or (ii) such other place as the Parties may mutually agree in writing (which may include a videoconference option). The parties shall have fifteen (15) days from receipt of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within fifteen (15) days of receipt of a Mediation Request, then any Party may request (on written notice to the other Party) that CPR appoint a mediator in accordance with the Procedure. If the Dispute has not been resolved within thirty (30) days of the appointment of a mediator, or within such longer period as the Parties may agree to in writing, either Party may commence litigation in accordance with Section 10.2; provided, however, that if one Party fails to participate in the mediation, the other Party may commence litigation in accordance with Section 10.2 prior to the expiration of the time periods set forth above; provided, further, that neither Party may, under any circumstance, commence litigation with respect to any PFAS Liabilities or any other matters described on Schedule 7.4.

Section 7.5 Litigation and Arbitration. Notwithstanding the foregoing provisions of this Article VII, a Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute (other than a Dispute with respect to any PFAS Liabilities, Trade Secrets, or any other matters described on Schedule 7.4) without first complying with the procedures set forth in Section 7.1, Section 7.2, Section 7.3 and Section 7.4 if and only if and to the extent such action is reasonably necessary to avoid immediate, irreparable harm. Any Dispute between the Parties with respect to PFAS Liabilities, Trade Secrets, or the other matters set forth on Schedule 7.4 shall be subject to Article VII; provided that if the Parties fail to resolve any such Disputes pursuant to mediation under Section 7.4, the Dispute shall be resolved through the confidential and binding arbitration procedures set forth on Schedule 7.4 (the “Arbitration Procedures”). For the avoidance of doubt, any dispute as to whether a Dispute is subject to the Arbitration Procedures shall be itself subject to the Arbitration Procedures. Notwithstanding anything to the contrary, the first sentence of Section 7.5 shall not apply to any Disputes with respect to any PFAS Liabilities, Trade Secrets or any other matters described on Schedule 7.4, and no Party may commence litigation with respect to any such Disputes for any reason except as set forth on Schedule 7.4.

Section 7.6 Conduct During Dispute Resolution Process. Unless otherwise agreed in writing, the Parties shall, and shall cause the respective members of their Groups to, continue to honor all commitments under this Agreement and each Ancillary Agreement and Local Transfer Agreement to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Article VII, unless such commitments are the specific subject of the Dispute at issue.

Section 7.7 Dispute Resolution Coordination. Except to the extent otherwise provided in Section 13 of the Tax Matters Agreement, the provisions of this Article VII (other than this Section 7.7) shall not apply with respect to the resolution of any dispute, controversy or claim arising out of or relating to Taxes or Tax matters (it being understood and agreed that the

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resolution of any dispute, controversy or claim arising out of or relating to Taxes or Tax matters shall be governed by the Tax Matters Agreement).

Section 7.8 Local Transfer Agreement. In furtherance of the principles set forth in this Article VII and notwithstanding anything to the contrary in any Local Transfer Agreement (including any dispute resolution provisions or remedies set forth in any Local Transfer Agreement or available under applicable Law under any Local Transfer Agreement), any Dispute arising out of or relating to any Local Transfer Agreement shall be exclusively initiated and resolved by Parent and SpinCo pursuant to this Article VII. The Parties agree to the provisions set forth in Schedule 7.8 with respect to the Local Transfer Agreement.

ARTICLE VIII

FURTHER ASSURANCES AND ADDITIONAL COVENANTS

Section 8.1 Further Assurances.

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its commercially reasonable efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement, the Ancillary Agreements and (to the extent not inconsistent with the foregoing) the Local Transfer Agreements, including the Transactions.

(b) Without limiting the foregoing, prior to, on and after the Effective Time, each Party shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Approvals or Notifications of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including any consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the SpinCo Assets and the Parent Assets and the assignment and assumption of the SpinCo Liabilities and the Parent Liabilities and the other transactions contemplated hereby and thereby, including the Transactions. Without limiting the foregoing, each Party will, at the reasonable request, cost and expense of the requesting Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent that it is practicable to do so.

(c) On or prior to the Effective Time, Parent and SpinCo in their respective capacities as direct and indirect stockholders of the members of their Groups, shall each ratify any actions which are reasonably necessary or desirable to be taken by Parent, SpinCo or any of

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the members of their respective Groups, as the case may be, to effectuate the transactions contemplated by this Agreement, the Ancillary Agreements and (to the extent not inconsistent with the foregoing) the Local Transfer Agreements, including the Transactions.

ARTICLE IX

TERMINATION

Section 9.1 Termination. This Agreement and all Ancillary Agreements and Local Transfer Agreements may be terminated and the Transactions may be amended, modified or abandoned at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated, except by an agreement in writing signed by a duly authorized officer of each of the Parties.

Section 9.2 Effect of Termination. In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers or employees) shall have any Liability or further obligation to the other Party by reason of this Agreement.

ARTICLE X

MISCELLANEOUS

Section 10.1 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement and each Ancillary Agreement may be executed in one (1) or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one (1) or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement, the Ancillary Agreements, the Local Transfer Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. This Agreement, the Ancillary Agreements and the Local Transfer Agreements together govern the arrangements in connection with the Separation and the Distribution and would not have been entered into independently.

(c) Parent represents on behalf of itself and each other member of the Parent Group, and SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

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(ii) this Agreement and each Ancillary Agreement to which it is a party has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

(d) Each Party acknowledges that it and each other Party is executing certain of the Ancillary Agreements by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by e-mail in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement or any Ancillary Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by e-mail in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause each such Ancillary Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Section 10.2 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement and, unless expressly provided therein, each Ancillary Agreement (and any claims or disputes arising out of or related hereto or thereto or to the transactions contemplated hereby and thereby or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

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jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the Dispute in such court is brought in an inconvenient forum, (B) the venue of such Dispute is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable Law, each Party hereby consents to the service of process in accordance with Section 10.5; provided that (x) nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by Law and (y) each such Party’s consent to jurisdiction and service contained in this Section 10.2(b) is solely for the purpose referred to in this Section 10.2(b) and shall not be deemed to be a general submission to said courts or in the State of Delaware other than for such purpose.

(c) EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10.3 Assignability. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the Parties and the parties thereto, respectively, and their respective successors and permitted assigns; provided, however, that neither Party nor any such party thereto may assign its rights or delegate its obligations under this Agreement or any Ancillary Agreement without the express prior written consent of the other Party or other parties thereto, as applicable.

Section 10.4 Third-Party Beneficiaries. Except for the indemnification rights under this Agreement and each Ancillary Agreement of any Parent Indemnitee or SpinCo Indemnitee in their respective capacities as such, (a) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person, except the Parties, any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement.

Section 10.5 Notices. All notices, requests, claims, demands or other communications under this Agreement and under each of the Ancillary Agreements and Local Transfer Agreements, shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by electronic mail (“e-mail”), and provided that a Party may supplementally (and shall supplementally, if an automatic failure of delivery notice is received in response to the applicable e-mail) deliver a notice by delivery in person, by overnight courier service, or by certified mail, return receipt requested, to the

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respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.5):


			If to Parent, to:

			3M Company
			3M Center
			St. Paul, Minnesota 55144
			Attention:			[●]

			E-mail:			[●]

			If to SpinCo, to:

			[●]
			[●]
			[●]
			Attention:			[●]

			E-mail:			[●]

A Party may, by notice to the other Party, change the address to which such notices are to be given or made.

Section 10.6 Severability. If any provision of this Agreement or any Ancillary Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 10.7 Force Majeure. No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to

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remove any such causes and resume performance under this Agreement and the Ancillary Agreements, as applicable, as soon as commercially reasonably practicable.

Section 10.8 No Set-Off. Except as expressly set forth in any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any other member of such Party’s group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any Ancillary Agreement; or (b) any other amounts claimed to be owed to the other Party or any other member of its Group arising out of this Agreement or any Ancillary Agreement.

Section 10.9 Expenses. Except as otherwise expressly set forth in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, all fees, costs and expenses incurred on or prior to the Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement, including the Separation and the Distribution, and any Ancillary Agreement, the Separation, the Form 10, the Information Statement, the Separation Step Plan and the consummation of the transactions contemplated hereby and thereby will be borne by the Party or its applicable Subsidiary incurring such fees, costs or expenses. The Parties agree that certain specified costs and expenses shall be allocated between the Parties as set forth on Schedule 10.9.

Section 10.10 Headings. The article, section and paragraph headings contained in this Agreement and in the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement.

Section 10.11 Survival of Covenants. Except as expressly set forth in this Agreement or any Ancillary Agreement, the covenants, representations and warranties contained in this Agreement and each Ancillary Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

Section 10.12 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 10.13 Specific Performance. Subject to the provisions of Article VII, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any

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loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

Section 10.14 Amendments. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 10.15 Interpretation. In this Agreement and any Ancillary Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement (or the applicable Ancillary Agreement) as a whole (including all of the Schedules, Exhibits and Appendices hereto and thereto) and not to any particular provision of this Agreement (or such Ancillary Agreement); (c) Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement (or the applicable Ancillary Agreement) unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement and each Ancillary Agreement) shall be deemed to include the exhibits, schedules and annexes (including all Schedules, Exhibits and Appendices) to such agreement; (e) the word “including” and words of similar import when used in this Agreement (or the applicable Ancillary Agreement) shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (h) unless otherwise specified in a particular case, the word “days” refers to calendar days; (i) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in [St. Paul, Minnesota] or [●]; (j) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; (k) unless expressly stated to the contrary in this Agreement or in any Ancillary Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to [●]; and (l) “specifically identified” with respect to an Asset or Liability shall mean an Asset or Liability that is specifically, individually and unambiguously listed or described in a Local Transfer Agreement as being transferred to, assumed by or retained by (as applicable) a member of the Parent Group or SpinCo Group (as opposed to be an Asset or Liability that is identified by reference to a category or class of Assets or Liabilities).

Section 10.16 Limitations of Liability. Notwithstanding anything in this Agreement to the contrary, neither SpinCo or any other member of the SpinCo Group, on the one hand, nor Parent or any other member of the Parent Group, on the other hand, shall be liable under this Agreement to the other for any indirect, incidental, punitive, consequential, exemplary, remote, speculative or similar damages of the other arising in connection with the transactions

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contemplated hereby and whether or not informed of the possibility of the existence of such damages (other than any such Liability to the extent actually owed with respect to a Third-Party Claim); provided that the foregoing shall not limit the express provisions of any Ancillary Agreement to the extent providing for the payment of any of the foregoing. Additionally, the aggregate Liability of a Party and the other members of its Group in respect of the matters described on Schedule 10.16 shall not exceed $[●].

Section 10.17 Performance. Parent will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the Parent Group. SpinCo will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the SpinCo Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement and any applicable Ancillary Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby.

Section 10.18 Mutual Drafting; Precedence.

(a) This Agreement and the Ancillary Agreements and Local Transfer Agreements shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

(b) In the event of any conflict or inconsistency between, on the one hand, the terms of this Agreement and, on the other hand, the terms of any Ancillary Agreement (other than the Transfer Documents) (each, a “Specified Ancillary Agreement”), the terms of the applicable Specified Ancillary Agreement shall control with respect to the subject matter addressed by such Specified Ancillary Agreement to the extent of such conflict or inconsistency. In the event of any conflict or inconsistency between this Agreement and a Local Transfer Agreement with respect to the allocation of any Asset or Liability specifically identified in such Local Transfer Agreement (other than any Asset or Liability that is also specifically identified in this Agreement, in which case the allocation set forth in this Agreement shall prevail), the allocation set forth in such Local Transfer Agreement for such Asset or Liability shall prevail. Other than as set forth in the immediately prior sentence, in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Transfer Documents (including the Local Transfer Agreements), the terms of this Agreement shall control to the extent of such conflict or inconsistency.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives as of the date first written above.


			3M COMPANY



			By:
						Name:
						Title:



			SOLVENTUM CORPORATION



			By:
						Name:
						Title:

[Signature Page to Separation and Distribution Agreement]

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

SOLVENTUM CORPORATION

Solventum Corporation (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, as it may be amended and supplemented (the “DGCL”), hereby certifies as follows:

1. The name of this Corporation is Solventum Corporation. The original Certificate of Incorporation was filed with the Secretary of the State of Delaware on January 24, 2023 (as amended and in effect immediately prior to the adoption and effectiveness hereof, the “Original Certificate of Incorporation”).

2. This Amended and Restated Certificate of Incorporation, which restates, integrates and further amends the Original Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the DGCL and by the written consent of its sole stockholder in accordance with Section 228 of the DGCL, and is to become effective as of [●], [Eastern Time], on [●], 2024.

3. The Original Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

ARTICLE I

NAME OF CORPORATION

The name of the Corporation is Solventum Corporation.

ARTICLE II

REGISTERED OFFICE; REGISTERED AGENT

The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive in the City of Wilmington, County of New Castle, State of Delaware 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company. The Corporation may have such other offices, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may designate or as the business of the Corporation may from time to time require.

ARTICLE III

PURPOSE

The nature of the business of the Corporation and its purpose is to engage in any lawful act or activity for which corporations may be organized and incorporated under the DGCL.

ARTICLE IV

STOCK

Section 1. Authorized Stock. The total number of authorized shares of capital stock of the Corporation shall be [●] ([●]) shares, consisting of: (a) [●] ([●]) shares of common stock par value $0.01 per share (the “Common Stock”) and (b) [●] ([●]) shares of preferred stock par value $0.01 per share (the “Preferred Stock”).

Section 2. Common Stock.

(a) Except as otherwise provided by law, by this Amended and Restated Certificate of Incorporation, or by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have the right to vote on all matters, including the election of directors, to the exclusion of all other stockholders, and holders of Preferred Stock shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote (except where otherwise provided in the certificate of designations governing such series). Each holder of record of Common Stock shall be entitled to one vote for each share of Common Stock standing in the name of the stockholder on the books of the Corporation.

(b) Subject to any rights granted to holders of shares of any class or series of Preferred Stock then outstanding, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property, stock or otherwise as may be declared thereon by the Board of Directors at any time and from time to time out of assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and distributions.

(c) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation, and subject to any rights granted to holders of shares of any class or series of Preferred Stock then outstanding, the holders of shares of Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them.

Section 3. Preferred Stock. Shares of Preferred Stock may be authorized and issued in one or more series. The Board of Directors (or any committee to which it may duly delegate the authority granted in this Article IV) is hereby empowered, by resolution or resolutions, to authorize the issuance from time to time of shares of Preferred Stock in one or more series, for such consideration and for such corporate purposes as the Board of Directors (or such committee

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thereof) may from time to time determine, and by filing a certificate pursuant to applicable law of the State of Delaware as it presently exists or may hereafter be amended to establish from time to time for each such series the number of shares to be included in each such series and to fix the designations, powers, rights and preferences of the shares of each such series, and the qualifications, limitations and restrictions thereof to the fullest extent now or hereafter permitted by this Amended and Restated Certificate of Incorporation and the laws of the State of Delaware, including, without limitation, voting rights (if any), dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights thereof, as shall be stated and expressed in a resolution or resolutions adopted by the Board of Directors (or such committee thereof) providing for the issuance of such series of Preferred Stock. Each series of Preferred Stock shall be distinctly designated.

The authority of the Board of Directors with respect to each series of Preferred Stock shall include, but not be limited to, determination of the following:

(a) the designation of the series, which may be by distinguishing number, letter or title;

(b) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the certificate of designations governing such series) increase or decrease (but not below the number of shares thereof then outstanding);

(c) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative;

(d) the dates at which dividends, if any, shall be payable;

(e) the redemption rights and price or prices, if any, for shares of the series;

(f) the terms and amount of any sinking fund provided for purchase or redemption of shares of the series;

(g) the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(h) whether shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;

(i) the restrictions on the issuance of shares of the same series or of any other class or series; and

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(j) the voting rights, if any, of the holders of shares of the series.

The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law.

ARTICLE V

TERM

The term of existence of the Corporation shall be perpetual.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. Number of Directors. Subject to any rights of the holders of any class or series of Preferred Stock, the number of directors which shall constitute the Board of Directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies, but shall consist of at least one (1) director.

Section 2. Classification; Election of Directors. Subject to any rights of the holders of any class or series of Preferred Stock, the directors of the Corporation shall be divided, with respect to the time for which they severally hold office, into three classes designated Class I, Class II and Class III. The initial assignment of directors already in office at the effective time of this Amended and Restated Certificate of Incorporation to their respective classes shall be made by the Board of Directors. Each class shall consist, as nearly as reasonably possible, of one-third of the total number of directors. The first (1st) term of office for the Class I directors shall expire at the 2025 annual meeting of stockholders. The first (1st) term of office for the Class II directors shall expire at the 2026 annual meeting of stockholders. The first (1st) term of office for the Class III directors shall expire at the 2027 annual meeting of stockholders. At the 2025 annual meeting of stockholders, the Class I directors shall be elected for a term of office to expire at the 2028 annual meeting of stockholders. At the 2026 annual meeting of stockholders, the Class II directors shall be elected for a term of office to expire at the 2028 annual meeting of stockholders. At the 2027 annual meeting of stockholders, the Class III directors shall be elected for a term of office to expire at the 2028 annual meeting of stockholders. Pursuant to such procedures, effective as of the conclusion of the 2028 annual meeting of stockholders (the “Declassification Time”), the Board of Directors will no longer be classified under Section 141(d) of the DGCL and directors shall no longer be divided into three classes. Prior to the Declassification Time, if the number of directors is changed, the number of directors in each class shall be so apportioned among the classes as to make all classes as nearly equal in number as reasonably possible. Unless and except to the extent that the Amended and Restated Bylaws of the Corporation (as amended, restated or otherwise modified from time to time, the “Bylaws”) shall so require, the election of directors of the Corporation need not be by written ballot.

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Section 3. Newly Created Directorships and Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, or the sole remaining director and directors so chosen shall hold office until the next election of the class, if any, for which such director shall have been chosen and such director’s successor has been duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided. Notwithstanding the foregoing, from and after the 2028 annual meeting of stockholders, any director so chosen shall hold office until the next election of directors and until such director’s successor shall have been duly elected and qualified or until any such director’s earlier death, resignation or removal as hereinafter provided. No decrease in the number of authorized directors constituting the total number of directors that the Corporation would have if there were no vacancies shall shorten the term of any incumbent director.

Section 4. Removal of Directors. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock (x) prior to the Declassification Time, any director, or the entire Board of Directors, may be removed from office at any time but only for cause and only by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally for the election of directors, voting together as a single class (the “Voting Stock”) at a meeting called for that purpose; and (y) from and after the Declassification Time, any director may be removed from office at any time with or without cause, but only by the affirmative vote of the holders of a majority of the voting power of the Voting Stock, voting together as a single class, at a meeting called for that purpose.

Section 5. Rights of Holders of Preferred Stock. Notwithstanding the provisions of this Article VI, whenever the holders of one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately or together by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorship shall be governed by the rights of such Preferred Stock as set forth in the certificate of designations governing such series.

Section 6. No Cumulative Voting. Except as may otherwise be set forth in the resolution or resolutions of the Board of Directors providing the issuance of a series of Preferred Stock, and then only with respect to such series of Preferred Stock, cumulative voting in the election of directors is specifically denied.

Section 7. Stockholder Business. Advance notice of stockholder nominations for the election of directors and of any stockholder proposals to be considered at any annual or special stockholder meeting shall be given in the manner provided in the Bylaws.

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ARTICLE VII

STOCKHOLDER ACTION

Section 1. No Stockholder Action by Written Consent. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Notwithstanding the foregoing, prior to the Initial Distribution (as defined in that certain Separation and Distribution Agreement, dated as of [●], 2024, as amended, by and between the Corporation and 3M Company), any action required or permitted to be taken by the stockholders of the Corporation may be taken by written consent in lieu of a meeting.

Section 2. Special Meetings of Stockholders. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, special meetings of stockholders may be called only by or at the direction of: (1) the Board of Directors, or (2) any of the following persons with the concurrence of a majority of the Board of Directors: the Chair of the Board of Directors, the Chief Executive Officer of the Corporation or the Secretary of the Corporation. At any special meeting of stockholders, only such business shall be conducted or considered as shall have been properly brought before the meeting pursuant to the Corporation’s notice of meeting.

ARTICLE VIII

DIRECTOR AND OFFICER LIABILITY

To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, a director or officer of the Corporation shall not be personally liable either to the Corporation or to any of its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Corporation or its stockholders. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director or officer of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal. If the DGCL hereafter is amended to further eliminate or limit the liability of a director or officer, then a director or officer of the Corporation, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the amended DGCL.

ARTICLE IX

INDEMNIFICATION

To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which the DGCL permits the Corporation to provide indemnification) through provisions in the Bylaws, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL.

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ARTICLE X

AMENDMENTS TO BYLAWS

In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized and empowered to adopt, amend, alter, change or repeal the Bylaws. The stockholders of the Corporation shall also have the power to adopt, amend, alter, change or repeal the Bylaws at any special meeting of the stockholders of the Corporation if duly called for that purpose (provided that, in the notice of such special meeting, notice of such purpose shall be given), or at any annual meeting, by the affirmative vote of the holders of a majority of the Voting Stock.

ARTICLE XI

AMENDMENTS

The Corporation reserves the right at any time to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE XII

EXCLUSIVE FORUM

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for: (a) any derivative action or proceeding brought on behalf of the Corporation; (b) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or other employee or stockholder of the Corporation in such capacity to the Corporation or to the Corporation’s stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty; (c) any action asserting a claim against the Corporation or any current or former director or officer or other employee or stockholder of the Corporation in such capacity arising pursuant to any provision of the DGCL or this Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amended from time to time); (d) any action asserting a claim related to or involving the Corporation that is governed by the internal affairs doctrine; or (e) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware). The foregoing sentence shall not apply to claims arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the personal jurisdiction of the state courts located within the State of Delaware and the federal court for the District of Delaware.

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Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

* * * * * *

[Signature appears on next page]

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IN WITNESS WHEREOF, the undersigned has duly executed this Amended and Restated Certificate of Incorporation, this _________ day of ___________, 2024.


SOLVENTUM CORPORATION

By:
			Name:
			Title:

[Signature page to Amended and Restated Certificate of Incorporation]

Exhibit 3.2

FORM OF BY-LAWS

SOLVENTUM CORPORATION

Incorporated under the Laws of the State of Delaware

ARTICLE I

OFFICES AND RECORDS

SECTION 1.1 Registered Office. The address of the Corporation’s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive in the City of Wilmington, County of New Castle, State of Delaware 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company.

SECTION 1.2 Other Offices. The Corporation may have such other offices, either inside or outside the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time designate or as the business of the Corporation may require.

SECTION 1.3 Books and Records. The books and records of the Corporation may be kept inside or outside the State of Delaware at such place or places as may from time to time be designated by the Board of Directors.

ARTICLE II

STOCKHOLDERS

SECTION 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date and at such time as may be fixed by resolution of the Board of Directors.

SECTION 2.2 Special Meeting. Special meetings of the stockholders of the Corporation may be called and business at such special meetings may be transacted only in accordance with the provisions of Article VII, Section 2 of the Corporation’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) and, to the extent not inconsistent with such Article VII, Section 2 of the Certificate of Incorporation, Section 2.2 of these By-laws.

(A) Right to Call a Special Meeting. Subject to the rights of the holders of any series of stock having a preference over the Common Stock of the Corporation as to dividends, voting

or upon liquidation (the “Preferred Stock”) with respect to such series of Preferred Stock, special meetings of the stockholders may be called only by or at the direction of: (1) the Board of Directors, or (2) any of the following persons with the concurrence of a majority of the Board of Directors: the Chair of the Board of Directors, the Chief Executive Officer of the Corporation or the Secretary of the Corporation (the “Secretary”).

(B) The record date for, and the date and time of, any special meeting shall be fixed by the Board of Directors.

SECTION 2.3 Place of Meeting. The Board of Directors or the Chair of the Board, as the case may be, may determine the place, if any, of meeting for any annual or special meeting of the stockholders or may designate that the meeting be held by means of remote communication. If no determination is so made, the place of meeting shall be the principal office of the Corporation.

SECTION 2.4 Notice of Meeting. Written or printed notice, stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by the Corporation not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally, by electronic transmission in the manner provided in Section 232 of the General Corporation Law of the State of Delaware (except to the extent prohibited by Section 232(e) of the General Corporation Law of the State of Delaware) or by mail, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. If notice is given by electronic transmission, such notice shall be deemed to be given at the times provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by applicable law. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.4 of these By-laws. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Corporation’s Certificate of Incorporation otherwise provides) any special meeting of the stockholders may be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.

SECTION 2.5 Quorum and Adjournment. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the Voting Stock, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The chair of the meeting, as set forth in Section 2.6 of these By-laws, may adjourn the meeting from time to time, whether or not there is a quorum and for any reason. No notice of the time and place, if any, of adjourned meetings need be given except

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as required by applicable law. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 2.6 Organization. Meetings of stockholders shall be presided over by such person as the Board of Directors may designate (including by specifying in the Corporation’s Corporate Governance Guidelines) as chair of the meeting (who may be any of the officers or other persons specified below), or in the absence of such a designation or in the absence or inability to act of such person, the Chair of the Board, or if none or in the Chair of the Board’s absence or inability to act, the Chief Executive Officer, or if none or in the Chief Executive Officer’s absence or inability to act, the President, or if none or in the President’s absence or inability to act, a Vice President, or, if none of the foregoing is present or able to act, by a chair to be chosen by the holders of a majority of the shares entitled to vote who are present in person or by proxy at the meeting. The Secretary, or in the Secretary’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting. The Board of Directors shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chair of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, (a) establishing an agenda or order of business for the meeting, (b) rules and procedures for maintaining order at the meeting and the safety of those present, (c) limitations on participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies and such other persons as the chair shall permit, (d) restrictions on entry to the meeting after the time fixed for the commencement thereof, (e) limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot and (f) restricting the use of cell phones, audio or video recording devices and similar devices at the meeting. Unless and to the extent determined by the Board of Directors or the chair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

SECTION 2.7 Proxies. At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such manner prescribed by the General Corporation Law of the State of Delaware) by the stockholder, or by such stockholder’s duly authorized attorney in fact. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for exclusive use by the Board of Directors.

SECTION 2.8 Order of Business.

(A) Annual Meetings of Stockholders. At any annual meeting of the stockholders, only such nominations of individuals for election to the Board of Directors shall be made, and only such other business shall be conducted or considered, as shall have been properly brought

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before the meeting. For nominations to be properly made at an annual meeting, and for other business to be properly brought before an annual meeting, such nominations and other business must be: (a) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors; (b) otherwise made at the annual meeting by or at the direction of the Board of Directors; (c) otherwise properly requested to be brought before the annual meeting by a stockholder of the Corporation in accordance with Section 2.8 and Section 2.9 of these By-laws; or (d) in accordance with Section 2.10. For nominations of individuals for election to the Board of Directors or other business to be properly requested by a stockholder to be made at or brought before an annual meeting pursuant to clause (c) above, a stockholder must: (i) be a stockholder of record at the time of giving of notice of such annual meeting by or at the direction of the Board of Directors, on the record date for determination of stockholders entitled to vote at such meeting, and at the time of the annual meeting; (ii) be entitled to vote at such annual meeting; and (iii) comply with the procedures set forth in these By-laws as to such nomination or other business. The number of nominees a stockholder may nominate for election shall not exceed the number of directors to be elected at the annual meeting. Clauses (c) and (d) of the second sentence of this Section 2.8 shall be the exclusive means for a stockholder to make nominations and such clause (c) shall be the exclusive means for a stockholder to bring other business (other than matters properly brought under Rule 14a-8 under the Exchange Act and included in the Corporation’s notice of meeting) before an annual meeting of stockholders.

(B) Special Meetings of Stockholders. At any special meeting of the stockholders, only such business shall be conducted or considered as shall have been properly brought before the meeting. To be properly brought before a special meeting, such business must be: (a) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors; or (b) otherwise brought before the special meeting by or at the direction of the Board of Directors.

Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting: (a) by or at the direction of the Board of Directors; or (b) by any stockholder of the Corporation who: (i) is a stockholder of record at the time of giving of notice of such special meeting, on the record date for determination of stockholders entitled to vote at such meeting, and at the time of the special meeting; (ii) is entitled to vote at the meeting; and (iii) complies with the procedures set forth in these By-laws as to such nomination. The number of nominees a stockholder may nominate for election shall not exceed the number of directors to be elected at the special meeting. This Section 2.8(B) shall be the exclusive means for a stockholder to make nominations before a special meeting of stockholders.

(C) General. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the chair of any annual or special meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with these By-laws and, if any proposed nomination or other business is not in compliance with these By-laws, to declare that no action

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shall be taken on such nomination or other business and such nomination or other business shall be disregarded.

SECTION 2.9 Advance Notice of Stockholder Business and Nominations.

(A) Annual Meeting of Stockholders. Without qualification or limitation, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.8(A) of these By-laws, the stockholder must have given timely notice thereof (including, in the case of any nomination of individuals for election to the Board of Directors, the completed and signed questionnaire, representation and agreement required by Section 2.11 of these Bylaws), and timely updates and supplements thereof, in each case in proper form, in writing to the Secretary, and in accordance with this Section 2.9 or Section 2.10, as applicable, and such other business must otherwise be a proper matter for stockholder action.

To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the Close of Business on the one hundred and twentieth (120th) day and not later than the Close of Business on the ninetieth (90th) day prior to the first anniversary of the preceding year’s annual meeting(which first anniversary date shall, for the purposes of the Corporation’s first annual meeting held after the shares of the Corporation are first publicly traded (the “First Annual Meeting”), be deemed to be [●]); provided, however, that in the event that no annual meeting was held in the previous year (other than in connection with the First Annual Meeting) or the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the Close of Business on the one hundred and twentieth (120th) day prior to the date of such annual meeting and not later than the Close of Business on the later of the ninetieth (90th) day prior to the date of such annual meeting or, if the first Public Announcement of the date of such annual meeting is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10th) day following the day on which Public Announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment, recess, rescheduling or postponement of an annual meeting, or the Public Announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above. For the avoidance of doubt, a stockholder shall not be entitled to make additional or substitute nominations following the expiration of the time periods set forth in these By-laws.

Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors, and there is no Public Announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least ten (10) days prior to the deadline for nominations that would otherwise be applicable under this Section 2.9(A), a stockholder’s notice required by this Section 2.9(A) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the Close of Business on the tenth (10th) day following the day on which such Public Announcement is first made by the Corporation.

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(B) Special Meetings of Stockholders.

In the event a special meeting of stockholders is called pursuant to Section 2.2, a purpose of which is the election of one or more directors to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting; provided that the stockholder gives timely notice thereof. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the Close of Business on the one hundred and twentieth (120th) day prior to the date of such special meeting and not later than the Close of Business on the later of the ninetieth (90th) day prior to the date of such special meeting or, if the first Public Announcement of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, the tenth (10th) day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment, recess, rescheduling or postponement of a special meeting of stockholders, or the Public Announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above. For the avoidance of doubt, a stockholder shall not be entitled to make additional or substitute nominations following the expiration of the time periods set forth in these By-laws.

Notwithstanding anything in the immediately preceding paragraph to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased by the Board of Directors, and there is no Public Announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least ten (10) days prior to the deadline for nominations that would otherwise be applicable under this Section 2.9(B), a stockholder’s notice required by this Section 2.9(B) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the Close of Business on the tenth (10th) day following the day on which such Public Announcement is first made by the Corporation.

(C) Disclosure Requirements. To be in proper form, a stockholder’s notice pursuant to Section 2.8 or this Section 2.9 must include the following, as applicable:

(1) As to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made or business is brought, as applicable, a stockholder’s notice must set forth: (i) the name and address of such stockholder, as they appear on the Corporation’s books, of such beneficial owner, if any, and any persons that are acting in concert therewith; (ii) a representation that the stockholder giving the notice is a holder of record of Voting Stock entitled to vote at such meeting, will continue to be a stockholder of record of Voting Stock entitled to vote at such meeting through the date of such meeting and intends to appear in person or by proxy at the meeting to make such nomination or to propose such business; (iii) (A) the class or series and number of shares of the Corporation which are, directly or indirectly, owned of record and owned beneficially by such stockholder, such beneficial owner and their respective affiliates or

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associates, or others acting in concert therewith, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any security of the Corporation or with a value derived, in whole or in part, from the value of any security of the Corporation, or any derivative or synthetic arrangement having the characteristics of a long position in any security of the Corporation, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any security of the Corporation, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any security of the Corporation, whether or not such instrument, contract or right shall be subject to settlement in the underlying securities of the Corporation, through the delivery of cash or other property, or otherwise, and without regard to whether the stockholder of record, the beneficial owner, if any, or any of their respective affiliates or associates, or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right, or any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of securities of the Corporation (any of the foregoing, a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder, the beneficial owner, if any, or any of their respective affiliates or associates, or others acting in concert therewith, (C) any proxy, contract, arrangement, understanding (whether or not in writing), or relationship pursuant to which such stockholder, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith has or pursuant to any proxy, contract, understanding or relationship may acquire any right to vote any security of the Corporation, (D) any agreement, arrangement, understanding, relationship or otherwise (whether or not in writing), including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such stockholder, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith, directly or indirectly, the intent, purpose or effect of which may be to mitigate loss to, transfer to or from any such person, in whole or in part, any of the economic consequences of ownership, or reduce the economic risk (of ownership or otherwise) of any security of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith, with respect to any security of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any securities of the Corporation (any of the foregoing, a “Short Interest”); (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith, that are separated or separable from the underlying shares of the Corporation; (F) any proportionate interest in securities of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or similar entity in which such stockholder, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith, is a general partner or, directly or indirectly, beneficially owns an interest in a general partner or is

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the manager or managing member or, directly or indirectly, beneficially owns any interest in the manager or managing member of such general or limited partnership or similar entity; (G) any performance-related fees (other than an asset-based fee) that such stockholder, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith, is entitled to based on any increase or decrease in the value of securities of the Corporation or Derivative Instruments or Short Interests, if any; (H) any direct or indirect interest, including significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such stockholder, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith and (I) any direct or indirect interest of such stockholder, such beneficial owner and their respective affiliates or associates, or others acting in concert therewith, in any contract with, or any litigation involving, the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement) (sub-clauses (A) through (I) above of this Section 2.9(C)(1)(iii) shall be referred to, collectively, as the “Ownership Information”); (iv) if any such stockholder, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith, intends to engage in a solicitation with respect to a nomination or other business pursuant to this Section 2.9 or Section 2.10, a statement disclosing the name of each participant in such solicitation (as defined in Item 4 of Schedule 14A under the Exchange Act) and if involving a nomination a representation that such stockholder, such beneficial owner or any of their respective affiliates or associates, or others acting in concert, therewith intends to deliver a proxy statement and form of proxy to holders of at least sixty-seven percent (67%) of the Voting Stock; (v) a certification that each such stockholder, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith, has complied with all applicable federal, state and other legal requirements in connection with its acquisition of shares or other securities of the Corporation and such person’s acts or omissions as a stockholder of the Corporation; (vi) the names and addresses of other shareholders (including beneficial owners) known by any such stockholder, such beneficial owner or any of their respective affiliates or associates, or others acting in concert therewith, to financially or otherwise materially support (it being understood, for example, that statement of an intent to vote for, or delivery of a revocable proxy to such proponent, does not require disclosure under this section, but solicitation of other stockholders by such supporting stockholder would require disclosure under this section) such nomination(s) or proposal(s), and to the extent known the class and number of all shares of the Corporation’s capital stock owned beneficially or of record by, and any other information contemplated by clause (iii) of this Section 2.9(C)(1) with respect to, such other stockholder(s) or other beneficial owner(s); (vii) all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such stockholder, such beneficial owner and their respective affiliates or associates, or others acting in concert therewith, if any; and (viii) any other information relating to such stockholder, such beneficial owner or any of their respective affiliates or associates or

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others acting in concert therewith, if any, that would be required to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies for, as applicable, the business proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder;

(2) If the notice includes any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, a stockholder’s notice must, in addition to the matters set forth in Section 2.9(C)(1), also set forth: (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder, such beneficial owner and each of their respective affiliates or associates or others acting in concert therewith, if any, in such business; (ii) the text of the business proposal (including the text of any resolutions proposed for consideration and, in the event that such proposal includes a proposal to amend the By-laws of the Corporation, the text of the proposed amendment); and (iii) a description of all agreements, arrangements and understandings (whether or not in writing) between such stockholder, such beneficial owner and each of their respective affiliates or associates or others acting in concert therewith, if any, on the one hand, and any other person or persons (including their names), on the other hand, in connection with the business proposal by such stockholder;

(3) As to each individual, if any, whom the stockholder proposes to nominate for election or reelection to the Board of Directors, a stockholder’s notice must, in addition to the matters set forth in Section 2.9(C)(1), also set forth: (i) the name, age, business and residence address of such person; (ii) the principal occupation or employment of such person (present and for the past five (5) years); (iii) the completed and signed questionnaire, representation, agreement and majority voting-related conditional resignation required by Section 2.11 of these By-laws; (iv) all information relating to such individual that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such individual’s written consent to being named in the Corporation’s proxy statement and form of proxy card as a nominee) and a written statement of intent to serve as a director for th e full term if elected; and (v) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings (whether or not in writing) during the past three (3) years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all biographical and related party transaction and other information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for

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purposes of such rule and the nominee were a director or executive officer of such registrant;

(4) In addition, to be considered timely, a stockholder’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for determining the stockholders of record entitled to notice of the meeting (or any adjournment, recess, rescheduling or postponement thereof) and as of the date that is ten (10) days prior to the meeting (or any adjournment, recess, rescheduling or postponement thereof), and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation not later than (a) the later of (i) ten (10) days after the record date for determining the stockholders of record entitled to notice of the meeting (or any adjournment, recess, rescheduling or postponement thereof) or (ii) the first Public Announcement of the date of notice of such record date in the case of the update and supplement required to be made as of the record date, and (b) not later than eight (8) days prior to the date for the meeting (or any adjournment, recess, rescheduling or postponement thereof) in the case of the update and supplement required to be made as of ten (10) days prior to the meeting or any adjournment, recess, rescheduling or postponement thereof. The obligation to update and supplement as set forth in this paragraph or any other Section of these By-laws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or under any other provision of these By-laws or enable or be deemed to permit a stockholder who has previously submitted notice hereunder or under any other provision of these By-laws to amend or update any nomination or business proposal or to submit any new nomination or business proposal, including by changing or adding nominees, matters, business and or resolutions proposed to be brought before a meeting of the stockholders. In addition, if the stockholder giving the notice has delivered to the Corporation a notice relating to the nomination of directors, the stockholder giving the notice shall deliver to the Corporation no later than five (5) business days prior to the date of the meeting or, if practicable, any adjournment, recess, rescheduling or postponement thereof (or, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned, recessed, rescheduled, or postponed) reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act.

(5) The Corporation may also, as a condition to any such nomination or business being deemed properly brought before an annual or special meeting, require any stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or business proposal, as applicable, is made, or any proposed nominee to deliver to the Secretary, within five (5) business days of any such request, such other information as may reasonably be required by the Corporation or its Board of Directors, in its sole discretion, to determine (a) the eligibility of such proposed nominee to serve as a director of the Corporation, (b) whether such nominee qualifies as an “independent director” or “audit committee financial expert” under applicable law, securities exchange rule or regulation, or any publicly disclosed corporate governance guideline or committee

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charter of the Corporation or (c) such other information that the Board of Directors determines, in its sole discretion, could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. Notwithstanding anything to the contrary, only persons who are nominated in accordance with the procedures set forth in these By-laws, including, without limitation, Section 2.8, Section 2.9, Section 2.10 and Section 2.11 hereof, shall be eligible for election as directors; and

(6) Notwithstanding anything to the contrary in this Section 2.9, to the extent the stockholder of record giving the notice is acting solely at the direction of the beneficial owner and not also on its own behalf or in concert with a beneficial owner, and is not an affiliate or associate or such beneficial owner, information otherwise required by clauses (iii), (iv), (v) and (vi) of Section 2.9(c)(1) shall not be required of or with respect to such stockholder of record.

(D) Notwithstanding the provisions of these By-laws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-law; provided, however, that any references in these By-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the separate and additional requirements set forth in these By-laws with respect to nominations or proposals as to any other business to be considered.

(E) Only persons who are nominated by stockholders in accordance with the procedures set forth in Section 2.8 and Section 2.9 or Section 2.10 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in Section 2.8 and Section 2.9 or Section 2.10, as applicable. The procedures set forth in Section 2.8 and Section 2.9 or Section 2.10 for nomination for the election of directors by stockholders are in addition to, and not in limitation of, any procedures now in effect or hereafter adopted by or at the direction of the Board of Directors or any committee thereof.

(F) Notwithstanding the foregoing provisions of Section 2.8 and Section 2.9, if the stockholder giving the notice (or a qualified representative thereof) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(G) Except as otherwise provided by law, the Board of Directors or the chair of the meeting shall have the power (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in Section 2.8 and Section 2.9 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or business proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or business proposal in compliance with such stockholder’s

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representation as required by Section 2.9(C)(1)(v)) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 2.8 and Section 2.9, or if any of the information provided to the Company pursuant to this Section 2.8 or Section 2.9 was inaccurate, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted.

(H) Nothing in these By-laws shall be deemed to affect any rights: (a) of stockholders to request inclusion of business proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act; or (b) of the holders of any series of Preferred Stock if and to the extent provided for under law, the Certificate of Incorporation or these By-laws. Subject to Rule 14a-8 under the Exchange Act and Section 2.10 of these By-laws, nothing in these By-laws shall be construed to permit any stockholder, or give any stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination of director or directors or any other business proposal.

SECTION 2.10 Inclusion of Stockholder Director Nominations in the Corporation’s Proxy Materials.

(A) Subject to the terms and conditions set forth in these By-laws, the Corporation shall include in its proxy materials for an annual meeting of stockholders the name, together with the Required Information (as defined below), of any person nominated for election (the “Stockholder Nominee”) to the Board of Directors by a stockholder or group of stockholders that satisfy the requirements of this Section 2.10, including qualifying as an Eligible Stockholder (as defined in paragraph (E) below) and that expressly elects at the time of providing the written notice required by this Section 2.10 (a “Proxy Access Notice”) to have its nominee included in the Corporation’s proxy materials pursuant to this Section 2.10.

(B) For purposes of this Section 2.10, the “Required Information” that the Corporation will include in its proxy statement is: (i) the information concerning the Stockholder Nominee and the Eligible Stockholder that the Corporation determines is required to be disclosed in the Corporation’s proxy statement by the regulations promulgated under the Exchange Act; and (ii) if the Eligible Stockholder so elects, a Statement (as defined in paragraph (G) below). The Corporation shall also include the name of the Stockholder Nominee in its proxy card. For the avoidance of doubt, and any other provision of these By-laws notwithstanding, the Corporation may in its sole discretion solicit against, and include in the proxy statement (and other proxy materials) its own statements or other information relating to, any Eligible Stockholder and/or Stockholder Nominee, including any information provided to the Corporation with respect to the foregoing.

(C) To be timely, a stockholder’s Proxy Access Notice must be delivered to the principal executive offices of the Corporation within the time periods applicable to stockholder notices of nominations pursuant to Section 2.9(A) of these By-laws. In no event shall any adjournment, recess, rescheduling or postponement of an annual meeting, the date of which has been announced by the Corporation, commence a new time period for the giving of a Proxy Access Notice.

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(D) The number of Stockholder Nominees (including Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this Section 2.10 but either are subsequently withdrawn or that the Board of Directors decides to nominate as Board of Directors’ nominees) appearing in the Corporation’s proxy materials with respect to an annual meeting of stockholders shall not exceed the greater of (x) two (2) and (y) the largest whole number that does not exceed twenty percent (20%) of the number of directors in office as of the last day on which a Proxy Access Notice may be delivered in accordance with the procedures set forth in this Section 2.10 (such greater number, the “Permitted Number”); provided, however, that the Permitted Number shall be reduced by:

(1) the number of such director candidates for which the Corporation shall have received one or more valid stockholder notices nominating director candidates pursuant to Section 2.8 and Section 2.9 (but not Section 2.10) of these By-laws;

(2) the number of directors in office or director candidates that in either case will be included in the Corporation’s proxy materials with respect to such annual meeting as an unopposed (by the Corporation) nominee pursuant to an agreement, arrangement or other understanding (whether or not in writing) with a stockholder or group of stockholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of Voting Stock, by such stockholder or group of stockholders, from the Corporation), other than any such director referred to in this clause who at the time of such annual meeting will have served as a director continuously, as a nominee of the Board of Directors, for at least one (1) full term, but only to the extent the Permitted Number after such reduction with respect to this clause equals or exceeds one (1); and

(3) the number of directors in office that will be included in the Corporation’s proxy materials with respect to such annual meeting (or whose term of office will continue beyond the date of such annual meeting, regardless of the outcome of such meeting) for whom access to the Corporation’s proxy materials was previously provided pursuant to this Section 2.10, other than any such director referred to in this clause who at the time of such annual meeting will have served as a director continuously, as a nominee of the Board of Directors, for at least one (1) full term;

provided, further, that in the event the Board of Directors resolves to reduce the size of the Board of Directors effective on or prior to the date of the annual meeting, the Permitted Number shall be calculated based on the number of directors in office as so reduced. An Eligible Stockholder submitting more than one Stockholder Nominee for inclusion in the Corporation’s proxy statement pursuant to this Section 2.10 shall rank such Stockholder Nominees based on the order that the Eligible Stockholder desires such Stockholder Nominees to be selected for inclusion in the Corporation’s proxy statement and include such specified rank in its Proxy Access Notice. If the number of Stockholder Nominees pursuant to this Section 2.10 for an annual meeting of stockholders exceeds the Permitted Number, then the highest ranking qualifying Stockholder Nominee from each Eligible Stockholder will be selected by the Corporation for inclusion in the proxy statement until the Permitted Number is reached, going in

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order of the amount (largest to smallest) of the ownership position as disclosed in each Eligible Stockholder’s Proxy Access Notice. If the Permitted Number is not reached after the highest ranking Stockholder Nominee from each Eligible Stockholder has been selected, this selection process will continue as many times as necessary, following the same order each time, until the Permitted Number is reached. Following the Declassification Time (defined below), references in sub-sections (2) and (3) above of this sub-section (D) to “one (1) full term” shall be deemed replaced with “two (2) annual terms”.

(E) An “Eligible Stockholder” is one or more stockholders of record who own and have owned, or are acting on behalf of one or more beneficial owners who own and have owned (in each case as defined above), in each case continuously for at least three (3) years as of both the date that the Proxy Access Notice is received by the Corporation pursuant to this Section 2.10, and as of the record date for determining stockholders eligible to vote at the annual meeting, at least three percent (3%) of the aggregate voting power of the Voting Stock (the “Proxy Access Request Required Shares”), and who continue to own the Proxy Access Request Required Shares at all times between the date such Proxy Access Notice is received by the Corporation and the date of the applicable annual meeting; provided that the aggregate number of stockholders, and, if and to the extent that a stockholder is acting on behalf of one or more beneficial owners, of such beneficial owners, whose stock ownership is counted for the purpose of satisfying the foregoing ownership requirement shall not exceed twenty (20). Two (2) or more collective investment funds that are part of the same family of funds by virtue of being under common management and investment control, under common management and sponsored primarily by the same employer or a “group of investment companies” (as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended) (a “Qualifying Fund”) shall be treated as one stockholder for the purpose of determining the aggregate number of stockholders in this paragraph (E); provided that each fund included within a Qualifying Fund otherwise meets the requirements set forth in this Section 2.10. No shares may be attributed to more than one group constituting an Eligible Stockholder under this Section 2.10 (and, for the avoidance of doubt, no stockholder may be a member of more than one group constituting an Eligible Stockholder). A record holder acting on behalf of one or more beneficial owners will not be counted separately as a stockholder with respect to the shares owned by beneficial owners on whose behalf such record holder has been directed in writing to act, but each such beneficial owner will be counted separately, subject to the other provisions of this paragraph (E), for purposes of determining the number of stockholders whose holdings may be considered as part of an Eligible Stockholder’s holdings. For the avoidance of doubt, Proxy Access Request Required Shares will qualify as such if and only if the beneficial owner of such shares as of the date of the Proxy Access Notice has itself individually beneficially owned such shares continuously for the three-year (3 year) period ending on that date and through the other applicable dates referred to above (in addition to the other applicable requirements being met).

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(F) No later than the final date when a Proxy Access Notice pursuant to this Section 2.10 may be timely delivered to the Secretary, an Eligible Stockholder (including each Constituent Holder) must provide the following information in writing to the Secretary:

(1) with respect to each Constituent Holder, the name and address of, and number of shares of Voting Stock owned by, such person;

(2) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year (3-year) holding period) verifying that, as of a date within seven (7) days prior to the date the Proxy Access Notice is delivered to the Corporation, such person owns, and has owned continuously for the preceding three (3) years, the Proxy Access Request Required Shares, and such person’s agreement to provide:

i. within ten (10) days after the record date for the annual meeting, written statements from the record holder and intermediaries verifying such person’s continuous ownership of the Proxy Access Request Required Shares through the record date, together with any additional information reasonably requested to verify such person’s ownership of the Proxy Access Request Required Shares; and

ii. immediate notice if the Eligible Stockholder ceases to own any of the Proxy Access Request Required Shares prior to the date of the applicable annual meeting of stockholders;

(3) the information, representations and agreements contemplated by Section 2.9(C)(1), Section 2.9(C)(3), Section 2.9(C)(4) and Section 2.9(C)(5) of these By-laws (with references to a “stockholder” therein to include such Eligible Stockholder (including each Constituent Holder));

(4) a representation that such person:

i. acquired the Proxy Access Request Required Shares in the ordinary course of business and neither the Eligible Stockholder nor the Stockholder Nominee nor their respective affiliates and associates acquired or is holding any securities of the Corporation with the intent to change or influence control of the Corporation;

ii. has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than the Stockholder Nominee(s) being nominated pursuant to this Section 2.10;

iii. has not engaged and will not engage in, and has not been and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual

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as a director at the annual meeting other than its Stockholder Nominee(s) or a nominee of the Board of Directors;

iv. will not distribute to any stockholder any form of proxy for the annual meeting other than the form distributed by the Corporation; and

v. will provide facts, statements and other information in all communications with the Corporation and its stockholders that are and will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and will otherwise comply with all applicable laws, rules and regulations in connection with any actions taken pursuant to this Section 2.10;

(5) in the case of a nomination by a group of stockholders that together is such an Eligible Stockholder, the designation by all group members of one group member that is authorized to act on behalf of all members of the nominating stockholder group with respect to the nomination and matters related thereto, including withdrawal of the nomination; and

(6) an undertaking that such person agrees to:

i. assume all liability stemming from, and indemnify and hold harmless the Corporation and each of its directors, officers, and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder (including such person) provided to the Corporation

ii. promptly provide to the Corporation such other information as the Corporation may reasonably request; and

iii. file with the Securities and Exchange Commission any solicitation by the Eligible Stockholder of stockholders of the Corporation relating to the annual meeting at which the Stockholder Nominee will be nominated.

In addition, no later than the final date when a nomination pursuant to this Section 2.10 may be delivered to the Corporation, a Qualifying Fund whose stock ownership is counted for purposes of qualifying as an Eligible Stockholder must provide to the Secretary documentation reasonably satisfactory to the Board of Directors that demonstrates that the funds included within the Qualifying Fund satisfy the definition thereof. In order to be considered timely, any information required by this Section 2.10 to be provided to the Corporation must be supplemented (by delivery to the Secretary): (1) no later than ten (10) days following the record

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date for the applicable annual meeting, to disclose the foregoing information as of such record date; and (2) no later than eight (8) days before the annual meeting, to disclose the foregoing information as of the date that is no earlier than ten (10) days prior to such annual meeting. For the avoidance of doubt, the requirement to update and supplement such information shall not permit any Eligible Stockholder or other person to change or add any proposed Stockholder Nominee or be deemed to cure any defects or limit the remedies (including, without limitation, under these By-laws) available to the Corporation relating to any defect.

(G) The Eligible Stockholder may provide to the Secretary, at the time the information required by this Section 2.10 is originally provided, a written statement for inclusion in the Corporation’s proxy statement for the annual meeting, not to exceed five hundred (500) words, in support of the candidacy of such Eligible Stockholder’s Stockholder Nominee (the “Statement”).

(H) Notwithstanding anything to the contrary contained in this Section 2.10, the Corporation may omit from its proxy materials any information or Statement that it, in good faith, believes is untrue in any material respect (or omits a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading), or would violate any applicable law, rule, regulation or listing standard.

(I) No later than the final date when a nomination pursuant to this Section 2.10 may be delivered to the Corporation, each Stockholder Nominee must provide the completed and signed questionnaire, representation, agreement and majority voting-related conditional resignation required by Section 2.11 of these By-laws and:

(1) provide an executed agreement, in a form deemed satisfactory by the Board of Directors or its designee (which form shall be provided by the Corporation reasonably promptly upon written request of a stockholder), that such Stockholder Nominee consents to being named in the Corporation’s proxy statement and form of proxy card as a nominee and intends to serve as a director of the Corporation for the entire term if elected;

(2) complete, sign and submit all questionnaires, representations and agreements required by Section 2.11 of these By-laws or of the Corporation’s directors generally; and

(3) provide such additional information as necessary to permit the Board of Directors to determine: (a) if any of the matters referred to in paragraph (K) below apply; (b) if such Stockholder Nominee has any direct or indirect relationship with the Corporation other than those relationships that have been deemed categorically immaterial pursuant to the Corporation’s Corporate Governance Guidelines; or (c) is or has been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of such Stockholder Nominee.

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In the event that any information or communications provided by the Eligible Stockholder (or any Constituent Holder) or the Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the Secretary of any defect in such previously provided information and of the information that is required to correct any such defect; it being understood for the avoidance of doubt that providing any such notification shall not be deemed to cure any such defect or limit the remedies (including, without limitation, under these By-laws) available to the Corporation relating to any such defect.

(J) Any Stockholder Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of stockholders but either (1) withdraws from or becomes ineligible or unavailable for election at that annual meeting (other than by reason of such Stockholder Nominee’s disability or other health reason) or (2) does not receive votes cast in favor of the Stockholder Nominee’s election of at least twenty-five percent (25%) of the shares represented in person or by proxy at the annual meeting will be ineligible to be a Stockholder Nominee pursuant to this Section 2.10 for the next two annual meetings. Any Stockholder Nominee who is included in the Corporation’s proxy statement for a particular annual meeting of stockholders, but subsequently is determined not to satisfy the eligibility requirements of this Section 2.10 or any other provision of these By-laws, the Certificate of Incorporation or any applicable regulation any time before the annual meeting of stockholders, will not be eligible for election at the relevant annual meeting of stockholders.

(K) The Corporation shall not be required to include, pursuant to this Section 2.10, a Stockholder Nominee in its proxy materials for any annual meeting of stockholders, or, if the proxy statement already has been filed, to allow the nomination of (or vote with respect to) a Stockholder Nominee (and may declare such nomination ineligible), notwithstanding that proxies in respect of such vote may have been received by the Corporation:

(1) who is not independent under the listing standards of the principal U.S. exchange upon which the common stock of the Corporation is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing independence of the Corporation’s directors, who is not a “non-employee director” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule), in each case as determined by the Board of Directors;

(2) whose service as a member of the Board of Directors would violate or cause the Corporation to be in violation of these By-laws, the Certificate of Incorporation, the rules and listing standards of the principal U.S. exchange upon which the common stock of the Corporation is traded, or any applicable law, rule or regulation;

(3) who is or has been within the past three (3) years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended, or who is a subject of a pending criminal proceeding, has been convicted in a criminal

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proceeding within the past ten (10) years or is subject to an order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act;

(4) if the Eligible Stockholder (or any Constituent Holder) or applicable Stockholder Nominee otherwise breaches or fails to comply in any material respect with its obligations pursuant to this Section 2.10 or any agreement, representation or undertaking required by this Section; or

(5) if the Eligible Stockholder ceases to be an Eligible Stockholder for any reason, including, but not limited to, not owning the Proxy Access Request Required Shares through the date of the applicable annual meeting.

Clauses (1), (2), and (3) and, to the extent related to a breach or failure by the Stockholder Nominee, clause (4), will result in the exclusion from the proxy materials pursuant to this Section 2.10 of the specific Stockholder Nominee to whom the ineligibility applies, or, if the proxy statement already has been filed, the ineligibility of such Stockholder Nominee to be nominated; provided, however, that clause (5) and, to the extent related to a breach or failure by an Eligible Stockholder (or any Constituent Holder), clause (4) will result in the Voting Stock owned by such Eligible Stockholder (or Constituent Holder) being excluded from the Proxy Access Request Required Shares (and, if as a result the Proxy Access Notice shall no longer have been filed by an Eligible Stockholder, the exclusion from the proxy materials pursuant to this Section 2.10 of all of the applicable stockholder’s Stockholder Nominees from the applicable annual meeting of stockholders or, if the proxy statement has already been filed, the ineligibility of all of such stockholder’s Stockholder Nominees to be nominated).

(L) Notwithstanding the foregoing provisions of Section 2.10, if the Eligible Stockholder giving the Proxy Access Notice (or a qualified representative thereof) does not appear at the annual meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

SECTION 2.11 Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee of any stockholder for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.9 or Section 2.10 of these By-laws, as applicable) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such individual and the background of any other person or entity on whose behalf, directly or indirectly, the nomination is being made), an irrevocable conditional resignation in accordance with the Corporation’s resignation policy in connection with majority voting and Section 2.12 of these By-laws, and a written representation and agreement (in the form of such questionnaire, irrevocable conditional resignation and representation and agreement provided by the Secretary, which form shall be provided by the Secretary upon written request of any stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or business proposal, as applicable, is made; provided such written request identifies

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both the stockholder making such request and the beneficial owner(s), if any, on whose behalf such request is being made) that such individual:

(A) (1) is not and will not become a party to: (a) any agreement, arrangement or understanding (whether or not in writing) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation; and (b) any Voting Commitment that could limit or interfere with such individual’s ability to comply, if elected as a director of the corporation, with such individual’s fiduciary duties under applicable law; and (2) is not and will not become a party to any agreement, arrangement or understanding (whether or not in writing) with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein;

(B) agrees to promptly provide to the Corporation such other information as the Corporation may reasonably request; and

(C) in such individual’s personal capacity and on behalf of any person or entity on whose behalf, directly or indirectly, the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply, with all applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation publicly disclosed from time to time.

SECTION 2.12 Procedure for Election of Directors; Required Vote.

(A) Except as set forth below, election of directors at all meetings of the stockholders at which directors are to be elected shall be by ballot, and, subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, a majority of the votes cast at any meeting for the election of directors at which a quorum is present shall elect directors. For purposes of this Section 2.12, a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds fifty percent (50%) of the number of votes cast with respect to that director’s election. Votes cast shall include direction to withhold authority in each case and exclude abstentions with respect to that director’s election. Notwithstanding the foregoing, in the event of a “contested election” of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting for the election of directors at which a quorum is present. For purposes of this Section 2.12, a “contested election” shall mean any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected, with the determination thereof being made by the Secretary as of the closing of the applicable notice of nomination period set forth in Section 2.9(A) and Section 2.9(B) of these By-laws or under applicable law, based on whether one or more notice(s) of nomination were timely filed in accordance with said paragraphs of Section 2.9; provided, however, that the determination that an election is a “contested election” shall not be determinative as to the validity of a notice of nomination. If, prior to the time the Corporation mails its initial proxy statement in connection with such election of directors, one or more notices of nomination are withdrawn such that the number of candidates for election as director

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no longer exceeds the number of directors to be elected, the election shall not be considered a contested election, but in all other cases, once an election is determined to be a contested election, directors shall be elected by the vote of a plurality of the votes cast.

(B) If a nominee for director who is an incumbent director is not elected and no successor has been elected at such meeting, the director shall promptly tender his or her resignation to the Board of Directors in accordance with the agreement contemplated by Section 2.11 of these By-laws. The Nominating and Corporate Governance Committee shall make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors shall act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days from the date of the certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The director who tenders his or her resignation shall not participate in the recommendation of the Nominating and Corporate Governance Committee or the decision of the Board of Directors with respect to his or her resignation. If such incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors pursuant to this By-law, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 3.9 of these By-laws or may decrease the size of the Board of Directors pursuant to the provisions of Section 3.2 of these By-laws.

(C) Except as otherwise provided by law, the Certificate of Incorporation, or these By-laws, in all matters other than the election of directors, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders.

(D) Any individual who is nominated for election to the Board of Directors , including pursuant to Section 2.9 or Section 2.10, shall tender an irrevocable resignation in advance of the annual meeting. Unless otherwise determined by the Board of Directors, such resignation shall become effective upon a determination by the Board of Directors or any committee thereof that: (1) the information provided pursuant to the Corporation by such individual or, if applicable, by the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination was made, who nominated such individual under Section 2.8 and Section 2.9,or, if applicable, by the Eligible Stockholder (or any stockholder, fund and/or beneficial owner whose stock ownership is counted for the purposes of qualifying as an Eligible Stockholder) who nominated such individual, was untrue in any material respect or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (2) such individual or, if applicable, by the stockholder giving the

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notice and the beneficial owner, if any, on whose behalf the nomination was made, who nominated such individual under Section 2.8 and Section 2.9, or, if applicable, the Eligible Stockholder (including each stockholder, fund and/or beneficial owner whose stock ownership is counted for the purposes of qualifying as an Eligible Stockholder) who nominated such individual, shall have breached any representations or obligations owed to the Corporation under these By-laws.

SECTION 2.13 Inspectors of Elections; Opening and Closing the Polls. The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may, but does not need to, include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the chair of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by law.

The chair of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

SECTION 2.14 No Stockholder Action by Written Consent. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders. Notwithstanding the foregoing, prior to the Initial Distribution (as defined in that certain Separation and Distribution Agreement, dated as of [●], 2024, as amended, by and between the Corporation and 3M Company), any action required or permitted to be taken by the stockholders of the Corporation may be taken by written consent in lieu of a meeting.

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities by these By-laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-laws required to be exercised or done by the stockholders.

SECTION 3.2 Number, Tenure and Qualifications. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted

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by a majority of the total number of directors which the Corporation would have if there were no vacancies (the “Whole Board”), but shall consist of at least one (1) director. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.

Except as otherwise provided in the Certificate of Incorporation, subject to any rights of the holders of any class or series of Preferred Stock, the directors of the Corporation shall be divided, with respect to the time for which they severally hold office, into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as reasonably possible, of one-third of the total number of directors. The first (1st) term of office for the Class I directors shall expire at the 2025 annual meeting of stockholders. The first (1st) term of office for the Class II directors shall expire at the 2026 annual meeting of stockholders. The first (1st) term of office for the Class III directors shall expire at the 2027 annual meeting of stockholders. At the 2025 annual meeting of stockholders, the Class I directors shall be elected for a term of office to expire at the 2028 annual meeting of stockholders. At the 2026 annual meeting of stockholders, the Class II directors shall be elected for a term of office to expire at the 2028 annual meeting of stockholders. At the 2027 annual meeting of stockholders, the Class III directors shall be elected for a term of office to expire at the 2028 annual meeting of stockholders. Pursuant to such procedures, effective as of the conclusion of the 2028 annual meeting of stockholders (the “Declassification Time”), the Board of Directors will no longer be classified under Section 141(d) of the Delaware General Corporation Law and directors shall no longer be divided into three classes. Prior to the Declassification Time, if the number of directors is changed, the number of directors in each class shall be so apportioned among the classes as to make all classes as nearly equal in number as reasonably possible.

SECTION 3.3 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-law immediately after, and at the same place as, the annual meeting of stockholders. The Board of Directors may, by resolution, provide the date, time and place, if any, for the holding of additional regular meetings without other notice than such resolution.

SECTION 3.4 Special Meetings. Special meetings of the Board of Directors shall be called at the request of the Chair of the Board, the Chief Executive Officer, the President or a majority of the Board of Directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the place, if any, and time of the meetings.

SECTION 3.5 Notice. Notice of any special meeting of directors shall be given to each director at such person’s business or residence in writing by hand delivery, first-class or overnight mail or courier service, email or facsimile transmission, or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five (5) days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered when delivered to the overnight mail or courier service company at least twenty-four (24) hours before such meeting. If by email, facsimile transmission, telephone or by hand, such notice shall be deemed adequately delivered when the notice is transmitted at least

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twelve (12) hours before such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these By-laws, as provided under Section 9.2 of these By-laws. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 7.4 of these By-laws.

SECTION 3.6 Action by Consent of Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 3.7 Virtual Meetings. Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone, video conference or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

SECTION 3.8 Quorum. Subject to Section 3.9 of these By-laws, a whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

SECTION 3.9 Vacancies. Subject to applicable law and the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, vacancies resulting from death, resignation, retirement, disqualification, removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, or the sole remaining director and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been appointed expires (and following the Declassification Time, at the next annual meeting of stockholders) and until such director’s successor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Board of Directors shall shorten the term of any incumbent director.

SECTION 3.10 Committees. The Board of Directors may, by resolution adopted by a majority of the Whole Board, designate an Executive Committee to exercise, subject to applicable provisions of law, all the powers of the Board in the management of the business and affairs of the Corporation when the Board is not in session, and may, by resolution similarly adopted, designate one or more other committees.

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The Board may designate any such other committee as the Board considers appropriate, which shall consist of one or more directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee other than the Executive Committee (the powers of which are expressly provided for herein) may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. Each committee shall keep written minutes of its proceedings and shall report such proceedings to the Board when required.

A majority of any committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.5 of these By-laws. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve, any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting, in whole or in part, of persons who are not directors of the Corporation; provided, however, that no such committee shall have or may exercise any authority of the Board.

SECTION 3.11 Removal. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, (x) prior to the Declassification Time, any director, or the entire Board of Directors, may be removed from office at any time but only for cause and only by the affirmative vote of the holders of a majority of the voting power of the outstanding Voting Stock, voting together as a single class, at a meeting called for that purpose; and (y) from and after the Declassification Time, any director may be removed from office at any time with or without cause, but only by the affirmative vote of the holders of a majority of voting power of the outstanding Voting Stock, voting together as a single class, at a meeting called for that purpose.

ARTICLE IV

OFFICERS

SECTION 4.1 Elected Officers. The elected officers of the Corporation shall be a Chief Executive Officer, a President, a Secretary, a Treasurer, and such other officers (including, without limitation, a Chief Financial Officer) as the Board of Directors from time to time may deem proper. Any number of offices may be held by the same person. All officers elected by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof. The Board or any committee thereof may from time to time elect, or the Chief Executive Officer may appoint, such other officers (including one or more Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in

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these By-laws or as may be prescribed by the Board or such committee or by the Chief Executive Officer, as the case may be.

SECTION 4.2 Election and Term of Office. The elected officers of the Corporation shall be elected by the Board of Directors. Each officer shall hold office until such officer’s successor shall have been duly elected and shall have qualified or until such officer’s earlier resignation or removal.

SECTION 4.3 Chair of the Board. The Chair of the Board shall preside at all meetings of the stockholders and of the Board of Directors and shall have such powers and duties as may be conferred by the Board of Directors or contemplated by the Corporation’s Corporate Governance Guidelines.

SECTION 4.4 Chief Executive Officer. The Chief Executive Officer shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to the office which may be required by applicable law and all such other duties as are properly required of the Chief Executive Officer by the Board of Directors. The Chief Executive Officer of the Corporation may also serve as President, if so elected by the Board.

SECTION 4.5 President. The President shall act in a general executive capacity and shall assist the Chief Executive Officer in the administration and operation of the Corporation’s business and general supervision of its policies and affairs.

SECTION 4.6 Vice Presidents. Each Vice President shall have such powers and shall perform such duties as shall be assigned to such Vice President by the Board of Directors, the Chief Executive Officer or the President.

SECTION 4.7 Chief Financial Officer. The Chief Financial Officer shall act in an executive financial capacity. The Chief Financial Officer shall assist the Chief Executive Officer and the President in the general supervision of the Corporation’s financial policies and affairs.

SECTION 4.8 Controller. The Controller shall be responsible for the maintenance of adequate accounting records of all assets, liabilities, capital and transactions of the Corporation. The Controller shall prepare such balance sheets, income statements, budgets and other financial statements and reports as the Board of Directors or the Chief Executive Officer or the Chief Financial Officer may require, and shall perform such other duties as may be prescribed or assigned pursuant to these By-laws and all other acts incident to the position of Controller.

SECTION 4.9 Treasurer. The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Treasurer shall cause the funds of the Corporation to be deposited in such banks as may be authorized by the Board of Directors, or in such banks as may be designated as depositaries in the manner provided by resolution of the Board of Directors. The Treasurer shall have such further powers and duties and shall be subject to such directions as may be granted or imposed upon him from time to time by the Board of Directors, the Chief Executive Officer or the President.

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SECTION 4.10 Secretary. The Secretary shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and the stockholders; the Secretary shall see that all notices are duly given in accordance with the provisions of these By-laws and as required by applicable law; the Secretary shall be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates, if any, of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; and the Secretary shall see that the books, reports, statements, certificates and other documents and records required by applicable law to be kept and filed are properly kept and filed; and in general, the Secretary shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to such Secretary by the Board, the Chief Executive Officer or the President.

SECTION 4.11 Removal. Any officer elected, or agent appointed, by the Board of Directors may be removed from office with or without cause by the affirmative vote of a majority of the Whole Board. Any officer or agent appointed by the Chief Executive Officer or the President may be removed by the officer that appointed such officer or agent with or without cause. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his or her successor, his or her death, or his or her resignation or removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan. Except to the extent otherwise specifically provided by the Board of Directors or the Chief Executive Officer, any officer that is also an employee of the Corporation will cease to be an officer at such time as he or she ceases to be an employee of the Corporation.

SECTION 4.12 Vacancies. A newly created elected office and a vacancy in any elected office because of death, resignation, or removal may be filled by the Board of Directors. Any vacancy in an office appointed by the Chief Executive Officer or the President because of death, resignation, or removal may be filled by the Chief Executive Officer or the President.

ARTICLE V

STOCK CERTIFICATES AND TRANSFERS

SECTION 5.1 Certificated and Uncertificated Stock; Transfers. The interest of each stockholder of the Corporation may be evidenced by certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe or be uncertificated.

The shares of the stock of the Corporation shall be transferred on the books of the Corporation, in the case of certificated shares of stock, by the holder thereof in person or by such person’s attorney duly authorized in writing, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the

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Corporation or its agents may reasonably require; and, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney duly authorized in writing, and upon compliance with appropriate procedures for transferring shares in uncertificated form. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

The certificates of stock, if any, shall be signed, countersigned and registered in such manner as the Board of Directors may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Notwithstanding anything to the contrary in these By-laws, at all times that the Corporation’s stock is listed on a stock exchange, the shares of the stock of the Corporation shall comply with all direct registration system eligibility requirements established by such exchange, including any requirement that shares of the Corporation’s stock be eligible for issue in book-entry form. All issuances and transfers of shares of the Corporation’s stock shall be entered on the books of the Corporation with all information necessary to comply with such direct registration system eligibility requirements, including the name and address of the person to whom the shares of stock are issued, the number of shares of stock issued and the date of issue. The Board of Directors shall have the power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of shares of stock of the Corporation in both the certificated and uncertificated form.

SECTION 5.2 Lost, Stolen or Destroyed Certificates. No certificate for shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or any financial officer may in its or such person’s discretion require.

SECTION 5.3 Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by applicable law.

SECTION 5.4 Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors or by the Chief Executive Officer or President.

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ARTICLE VI

INDEMNIFICATION

SECTION 6.1 Indemnification.

(A) Each person who was or is a party or is otherwise threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “Proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was, at any time during which this By-law is in effect (whether or not such person continues to serve in such capacity at the time any indemnification or advancement of expenses pursuant hereto is sought or at the time any Proceeding relating thereto exists or is brought), a director or executive officer of the Corporation or, while serving as a director or executive officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (hereinafter, a “Covered Person”), shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor of the Corporation by merger or otherwise) to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Corporation to provide greater indemnification rights than said law permitted the Corporation to provide prior to such amendment or modification), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person in connection with such Proceeding if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. Such indemnification shall continue as to a person who has ceased to be a director or executive officer of the Corporation or ceased serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation, and shall inure to the benefit of his or her heirs, executors and administrators; provided that, except as provided in Section 6.3, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors. For purposes of this Article VI, the “executive officers” of the Corporation shall be the persons identified in resolutions of the Board of

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Directors as executive officers of the Corporation, whether for purposes of Section 16 of the Exchange Act or otherwise.

(B) To obtain indemnification under this Article VI, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written request by a claimant for indemnification, a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (1) by a majority of Disinterested Directors (as hereinafter defined), even though less than a quorum; or (2) by a committee of Disinterested Directors designated by majority vote of the Disinterested Directors, even though less than a quorum; or (3) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel (as hereinafter defined), in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant; or (4) if a majority of the Disinterested Directors so directs, by a majority vote of the stockholders of the Corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected by the Disinterested Directors, unless there shall have occurred within two years prior to the date of the commencement of the Proceeding for which indemnification is claimed a “Change of Control” as defined in the [●], in which case the Independent Counsel shall be selected by the claimant, unless the claimant shall request that such selection be made by the Disinterested Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within ten (10) days after such determination.

SECTION 6.2 Mandatory Advancement of Expenses. To the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended or modified from time to time (but, in the case of any such amendment or modification, only to the extent that such amendment or modification permits the Corporation to provide greater rights to advancement of expenses than said law permitted the Corporation to provide prior to such amendment or modification), each Covered Person shall have (and shall be deemed to have a contractual right to have) the right, without the need for any action by the Board of Directors, to be paid by the Corporation (and any successor of the Corporation by merger or otherwise) the expenses incurred in connection with any Proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided that if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not, except to the extent specifically required by applicable law, in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter, the “Undertaking”) by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal (a “final disposition”) that such director or officer is not entitled to be indemnified for such expenses under this By-law or otherwise.

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SECTION 6.3 Claims.

(A) (1) If a claim for indemnification under this Article VI is not paid in full by the Corporation within thirty (30) days after a written claim pursuant to Section 6.1(B) of these By-laws has been received by the Corporation, or (2) if a request for advancement of expenses under this Article VI is not paid in full by the Corporation within twenty (20) days after a statement pursuant to Section 6.2 of these By-laws and the required Undertaking, if any, have been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim for indemnification or request for advancement of expenses and, if successful, in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action that, under the General Corporation Law of the State of Delaware, the claimant has not met the standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed or that the claimant is not entitled to the requested advancement of expenses, but (except where the required Undertaking, if any, has not been tendered to the Corporation) the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Disinterested Directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Disinterested Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(B) If a determination shall have been made pursuant to Section 6.1(B) of these By-laws that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 6.3(A).

(C) The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 6.3(A) that the procedures and presumptions of this By-law are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this By-law.

SECTION 6.4 Contract Rights; Amendment and Repeal; Non-exclusivity of Rights.

(A) All of the rights conferred in this Article VI, as to indemnification, advancement of expenses and otherwise, shall be contract rights between the Corporation and each Covered Person to whom such rights are extended that vest at the commencement of such Covered Person’s service to or at the request of the Corporation and: (x) any amendment or modification of this Article VI that in any way diminishes or adversely affects any such rights shall be prospective only and shall not in any way diminish or adversely affect any such rights with respect to such person; and (y) all of such rights shall continue as to any such Covered Person who has ceased to be a director or officer of the Corporation or ceased to serve at the Corporation’s request as a director, officer, trustee, employee or agent of another corporation,

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partnership, joint venture, trust or other enterprise, as described herein, and shall inure to the benefit of such Covered Person’s heirs, executors and administrators.

(B) All of the rights conferred in this Article VI, as to indemnification, advancement of expenses and otherwise: (i) shall not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise both as to action in such person’s official capacity and as to action in another capacity while holding such office; and (ii) cannot be terminated or impaired by the Corporation, the Board of Directors or the stockholders of the Corporation with respect to a person’s service prior to the date of such termination.

SECTION 6.5 Insurance, Other Indemnification and Advancement of Expenses.

(A) The Corporation may maintain insurance, at its expense, to protect itself and any current or former director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

(B) The Corporation may, to the extent authorized from time to time by the Board of Directors or the Chief Executive Officer, grant rights to indemnification and rights to advancement of expenses incurred in connection with any Proceeding in advance of its final disposition, to any current or former officer, employee or agent of the Corporation to the fullest extent permitted by applicable law.

SECTION 6.6 Notice. Any notice, request or other communication required or permitted to be given to the Corporation under this Article VI shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary and shall be effective only upon receipt by the Secretary.

SECTION 6.7 Severability. If any provision or provisions of this Article VI shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article VI (including, without limitation, each portion of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article VI (including, without limitation, each such portion of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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ARTICLE VII

MISCELLANEOUS PROVISIONS

SECTION 7.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year.

SECTION 7.2 Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

SECTION 7.3 Seal. The corporate seal shall have inscribed thereon the words “Corporate Seal,” the year of incorporation and around the margin thereof the words “Solventum Corporation – Delaware.”

SECTION 7.4 Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these By-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board of Directors or committee thereof need be specified in any waiver of notice of such meeting.

SECTION 7.5 Audits. The accounts, books and records of the Corporation shall be audited upon the conclusion of each fiscal year by an independent certified public accountant selected by the Board of Directors.

SECTION 7.6 Resignations. Any director or any officer, whether elected or appointed, may resign at any time by giving written notice of such resignation to the Chair of the Board, the Chief Executive Officer, the President, or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chair of the Board, the Chief Executive Officer, the President, or the Secretary, or at such later time as is specified therein. Except to the extent specified in such notice, no formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective.

SECTION 7.7 Definitions. For purposes of these By-laws:

(1) “affiliate” and “associate” shall have the meanings ascribed thereto in Rule 405 under the Exchange Act; provided, however, that the term “partner” as used in the definition of “associate” shall not include any limited partner that is not involved in the management of the relevant partnership and the term “registrant” as used in such definition shall be deemed to also include any (a) stockholder giving a notice (or beneficial owner on whose behalf such notice is given) under Section 2.8 or Section 2.9 or (b) any Eligible Stockholder under Section 2.10 giving the Proxy Access Notice, in each case, or any affiliate or associate thereof.

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(2) For purposes of these By-laws (other than Section 2.9(C)(1)(iii)), “beneficial owner” shall have the meaning ascribed thereto under Section 13(d) of the Exchange Act, and “beneficially own” and “own beneficially” shall have correlative meanings. For purposes of Section 2.9(C)(1)(iii) of these By-laws, “beneficial owner” shall have the meaning ascribed thereto under Section 13(d) of the Exchange Act, except that a person will also be deemed to be the beneficial owner of securities or other interests which such person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to the exercise of any securities or under any agreement, arrangement or understanding (whether or not in writing), regardless of when such right may be exercised and regardless of whether or not they are conditional, and “beneficially own” and “own beneficially” shall have correlative meanings.

(3) “business day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, NY and [●] are authorized or obligated by law or executive order to close.

(4) “Close of Business” shall mean 5:00 p.m. local time at the principal executive offices of the Corporation, and if an applicable deadline falls on the Close of Business on a day that is not a business day, then the applicable deadline shall be deemed to be the Close of Business on the immediately preceding business day.

(5) “Constituent Holder” shall mean any stockholder, collective investment fund included within a Qualifying Fund (as defined in Section 2.10(E)) or beneficial holder whose stock ownership is counted for the purpose of qualifying as holding the Proxy Access Request Required Shares (as defined in Section 2.10(E)) or qualifying as an Eligible Stockholder (as defined in Section 2.10(E));

(6) “delivery” of any notice or materials by a stockholder as required to be “delivered” under Section 2.9 shall be made by hand delivery, overnight courier service, or by certified or registered mail, return receipt required, in each case, to the Secretary at the principal executive offices of the Corporation.

(7) “Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification is sought by the claimant.

(8) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this By-law.

(9) For purposes of Section 2.2 and Section 2.10 of these By-laws, a stockholder (including any Constituent Holder) shall be deemed to “own” only those outstanding shares of Voting Stock as to which the stockholder itself (or such Constituent

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Holder itself, or such beneficial owner whose stock ownership is counted for the purposes of qualifying as holding the Special Meeting Request Required Shares in Section 2.2 itself) possesses: (a) the full voting rights pertaining to the shares; (b) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; and (c) the full power to dispose of or direct the disposition of such shares. The number of shares calculated in accordance with the foregoing clauses (a), (b) and (c) shall be deemed not to include (and to the extent any of the following arrangements have been entered into by affiliates of the stockholder (or of any Constituent Holder), shall be reduced by) any shares (x) sold by such stockholder or Constituent Holder (or any of either’s affiliates) in any transaction that has not been settled or closed, including any short sale, (y) borrowed by such stockholder or Constituent Holder (or any of either’s affiliates) for any purposes or purchased by such stockholder or Constituent Holder (or any of either’s affiliates) pursuant to an agreement to resell, or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar instrument, agreement or understanding (whether or not in writing) entered into by such stockholder or Constituent Holder (or any of either’s affiliates), whether any such instrument, agreement or understanding is to be settled with shares or with cash based on the notional amount or value of Voting Stock, in any such case which instrument, or agreement or understanding has, or is intended to have, or if exercised by either party thereto would have, the purpose or effect of: (i) reducing in any manner, to any extent or at any time in the future, such stockholder’s or Constituent Holder’s (or either’s affiliate’s) full right to vote or direct the voting of any such shares; and/or (ii) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder or Constituent Holder (or either’s affiliate), other than any such arrangements solely involving a national or multi-national market index. A stockholder (including any Constituent Holder) shall “own” shares held in the name of a nominee or other intermediary so long as the stockholder itself (or such Constituent Holder itself) retains the right to instruct how the shares are voted with respect to the election of directors and the right to direct the disposition thereof and possesses the full economic interest in the shares. A stockholder’s (including any Constituent Holder’s) ownership of shares shall be deemed to continue during any period in which such person has (A) loaned such shares provided that such person has the power to recall such loaned shares on not more than five (5) business days’ notice or (B) delegated any voting power over such shares by means of a proxy, power of attorney or other instrument or arrangement which in all such cases is revocable at any time by the stockholder without any condition. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings.

(10) “Public Announcement” shall mean any method (or combination of methods) of disclosure that is reasonably designed to provide broad, non-exclusionary distribution of the information to the public or the furnishing or filing of any document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

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(11) “Public Company” shall mean any person with a class of equity securities registered pursuant to Section 12 of the Exchange Act, whether or not trading in such securities has been suspended.

(12) “Voting Stock” shall mean the outstanding shares of capital stock of the Corporation entitled to vote generally for the election of directors.

ARTICLE VIII

CONTRACTS, PROXIES, ETC.

SECTION 8.1 Contracts. Except as otherwise required by applicable law, the Certificate of Incorporation or these By-laws, any contracts or other instruments may be executed and delivered in the name and on behalf of the Corporation by such officer or officers of the Corporation as the Board of Directors may from time to time direct. Such authority may be general or confined to specific instances as the Board may determine. The Chair of the Board, the Chief Executive Officer, the President or any Vice President may execute bonds, contracts, deeds, leases and other instruments to be made or executed by or on behalf of the Corporation. Subject to any restrictions imposed by the Board of Directors, the Chair of the Board, the Chief Executive Officer, the President or any Vice President of the Corporation may delegate contractual powers to others under his jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

SECTION 8.2 Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the Chair of the Board, the Chief Executive Officer, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper in the premises.

ARTICLE IX

AMENDMENTS

SECTION 9.1 By the Stockholders. Subject to the provisions of the Certificate of Incorporation, these By-laws may be altered, amended or repealed, or new By-laws enacted, at any special meeting of the stockholders if duly called for that purpose (provided that in the notice

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of such special meeting, notice of such purpose shall be given), or at any annual meeting, by the affirmative vote of a majority of the voting power of the Voting Stock, voting together as a single class.

SECTION 9.2 By the Board of Directors. Subject to the laws of the State of Delaware, the Certificate of Incorporation and these By-laws, these By-laws may also be altered, amended, changed or repealed, or new By-laws adopted, by the Board of Directors.

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Exhibit 10.1

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

3M COMPANY

AND

SOLVENTUM CORPORATION

DATED AS OF

[●], 2024


Article 1 Definitions		6

Section 1.1.	Certain Defined Terms.	6

Section 1.2.	Other Defined Terms	8

Section 1.3.	Hierarchy.	9

Article 2 Transition Services		9

Section 2.1.	Transition Services.	9

Section 2.2.	Service Provider’s Affiliates and Third Party Providers.	10

Section 2.3.	Nature and Quality of Transition Services.	10

Section 2.4.	Service Provider’s Policies and Procedures.	10

Section 2.5.	Limitations to Service Provider’s Obligations.	11

Section 2.6.	Information, Cooperation, and Other Assistance.	12

Section 2.7.	Access; Equipment.	12

Section 2.8.	Third Party Consents and Third Party Providers.	12

Section 2.9.	TSA Sub-Committee.	13

Section 2.10.	Migration of Transition Services.	13

Section 2.11.	License Caps.	14

Section 2.12.	Licensed Software Restrictions.	14

Article 3 Change Management		15

Section 3.1.	Service Recipient Requested Changes.	15

Section 3.2.	Service Provider Directed Changes	16

Article 4 Payments		16

Section 4.1.	Service Fee.	16

Section 4.2.	Settlement Statement.	17

Section 4.3.	Taxes.	19

Article 5 Intellectual Property Rights		19

Section 5.1.	Ownership of Background IP.	19

Section 5.2.	Ownership of Foreground IP.	20

Section 5.3.	License by Service Provider.	20

Section 5.4.	License by Service Recipient.	20

Section 5.5.	Definition of the term “control”.	20

Article 6 Data Protection		20

Section 6.1.	Compliance with Data Protection Law.	20

Section 6.2.	Data Processing Agreement.	20

Section 6.3.	Data Protection and Cybersecurity Scope.	20

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Article 7 Indemnities		21

Section 7.1.	Mutual Indemnification.	21

Section 7.2.	Indemnification by Service Recipient.	21

Section 7.3.	Procedure.	21

Article 8 Limitation of Liability; Disclaimer of Warranties		22

Section 8.1.	Exclusions of Liability.	22

Section 8.2.	Limitations of Liability.	23

Section 8.3.	Unlimited Liability.	23

Section 8.4.	Disclaimer of Warranties and Acknowledgment.	24

Section 8.5.	Other Liability Terms.	24

Article 9 Term and Termination		25

Section 9.1.	Term; Extension Period.	25

Section 9.2.	Termination.	25

Section 9.3.	Effect of Termination or Expiration.	26

Section 9.4.	Meet and Confer.	27

Article 10 Miscellaneous		27

Section 10.1.	Fees and Expenses.	27

Section 10.2.	Force Majeure.	28

Section 10.3.	Notices.	28

Section 10.4.	Entire Agreement.	29

Section 10.5.	Assignment.	29

Section 10.6.	Dispute Resolution.	30

Section 10.7.	Further References to SDA.	30

Section 10.8.	Relationship of the Parties.	30

Section 10.9.	Confidentiality.	30

Section 10.10.	Access to Information Technology Systems and Data.	32

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TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement” or “TSA”), dated as of [●], 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”).

RECITALS

WHEREAS, SpinCo and Parent are parties to that certain Separation and Distribution Agreement, dated as of [●], 2024 (the “SDA”);

WHEREAS, the board of directors of Parent has determined that it is in the best interests of Parent and its shareholders to create a new publicly traded company that shall operate the SpinCo Business and to separate the SpinCo Business from the Parent Business. Pursuant to the SDA and the Separation Step Plan, Parent will contribute certain SpinCo Assets held by it to SpinCo, in exchange for (i) the assumption by SpinCo of certain SpinCo Liabilities, (ii) the issuance by SpinCo to Parent of SpinCo Shares, and (iii) the Cash Transfer and, following such contribution, Parent will effect the distribution, on a pro rata basis, to holders of Parent Shares of at least 80.1% of the outstanding SpinCo Shares owned by Parent (the “Initial Distribution”);

WHEREAS, this Agreement is an “Ancillary Agreement” pursuant to the SDA;

WHEREAS, this Agreement is being entered into by the Parties in order to promote the orderly transition of certain operations of the SpinCo Business and to effectuate the orderly consummation of the transactions contemplated under the SDA;

WHEREAS, consistent with SpinCo’s authority to set the strategic direction for, and make strategic decisions in respect of, the SpinCo Business following the transactions contemplated under the SDA, this Agreement sets forth the terms and conditions pursuant to which each of SpinCo and Parent (as applicable) desires to make use of, and such other Party desires to provide, the Transition Services for a limited period following the Effective Date; and

WHEREAS, each of the Parties, in their capacity as Service Recipients, understands and agrees that neither the applicable Service Provider nor any of its Affiliates, as applicable, is in the business of providing Transition Services to Third Parties and neither is a professional services provider.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

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ARTICLE 1

DEFINITIONS

“Confidential Information” means, with respect to any Party, any non-public business, technical, or other information in any form or medium of such Party, any of its Affiliates or any of its or their respective Representatives, including any information relating to such Party’s or any of its Affiliates’ business practices, processes, and systems (including those related to supply chain, sourcing, manufacturing, finance, human resources and information technology), product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development, trade secrets, or know-how, if, in any such case, such information (i) is designated by such Party as “confidential” or “proprietary” or “restricted” or (ii) would, under the circumstances taken as a whole, reasonably be understood to be confidential.

“Control” has the meaning set forth in the definition of “Affiliate” in the SDA.

“Cybersecurity Incident” means an unauthorized incident, or a series of related unauthorized incidents, on or conducted through a Party’s Information Technology Systems that impacts the confidentiality, integrity or availability of the Information Technology Systems, including, but not limited to, by jeopardizing business operations, finances, legal compliance, or reputation.

“Information Technology Systems” means computers, computer systems, workstations, tablets, mobile devices, phones, blades, servers, peripheral devices, software, applications, programs, hardware, databases, circuits, networks, routers, hubs, switches, interfaces, websites, platforms, automated networks and control systems, and all other information technology systems, including outsourced or cloud computing arrangements.

“IT Migration Support” means the transfer of electronic books and records in accordance with the applicable Migration Plan for any IT applications that are provided to Service Recipient under this Agreement.

“Migration Support” means, with respect to the Transition Services other than the Transition Services category “IT” (as categorized in the Transition Services Schedules), Service Provider’s reasonable cooperation with Service Recipient’s efforts to implement the Migration to the extent reasonably required for the orderly hand over of such Transition Services to Service Recipient or any Affiliate or Third Party designated by Service Recipient.

“Out-of-Scope Services” means the services set forth in Appendix D.

“Party Data” means Service Provider Data and/or Service Recipient Data, as the context requires.

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‘personal data’, ‘personally identifiable information’, ‘Protected Health Information’ or similar term under applicable Law.

“Processing” means the collection, storage, use, access, disclosure, security, transfer or other processing of information, including Personal Information.

“Protected Health Information” has the meaning set forth in the HIPAA Privacy Rule and Security Regulations (45 CFR Parts 160, 162 and 164, including without limitation the Omnibus Final Rule published January 25, 2013).

“Service Provider” means with respect to any Transition Service, the Party identified as the Party providing such Transition Service in the column “direction” on the related Transition Services Schedule.

“Service Provider Data” means data or information, including Personal Information, that as between the Parties, is owned or controlled by a Service Provider and to which Service Recipient or an Affiliate of Service Provider may have access under this Agreement.

“Service Recipient” means with respect to any Transition Service, the Party identified as receiving such Transition Service in the column “direction” on the related Transition Services Schedule.

“Service Recipient Data” means data or information, including Personal Information, that as between the Parties, is owned or controlled by a Service Recipient and to which a Service Provider Party may have access under this Agreement.

“Settlement Statement” means a written, monthly notice prepared by Parent, pursuant to the Transition Service “Settlement Statements” as set out in the Transition Service category “Finance” (Service ID: FIN-02) of the Transition Services Schedules and applicable Law, setting forth and netting amounts due and payable between the Parties (and, if applicable, their relevant Subsidiaries) pursuant to this Agreement and all other applicable Ancillary Agreements in the applicable month. In lieu of and in addition to a Settlement Statement and as required by applicable Law or as would be consistent with local custom and practice for comparable transactions in an applicable jurisdiction, however, such monthly notice may be in the form of one or multiple invoice(s) or other document(s) (a “Local Statement”) issued by Parent or a Subsidiary of Parent to SpinCo or a designated Subsidiary of SpinCo.

“Third Party Provider Agreement” means any agreement between Service Provider or its Affiliates and a Third Party Provider.

“Transition Distribution Services Agreement” means the Transition Distribution Services Agreement entered into between Parent and SpinCo on or around the date of this Agreement.

“Transition Service” means each transition services listed as a separate line item and identified by a service ID in the table overview in the Transition Service Schedules but excluding, in each case, the Out-of-Scope Services. For clarity, each Transition Service encompasses the full set of services and activities included in the relevant line item identified by the applicable service ID set out in the Transition Services Schedule.

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“Transition Services Schedules” means one or more of the schedules to this Agreement listed in Appendix A, which set out each of the Transition Services to be provided by the applicable Service Provider to the applicable Service Recipient thereunder.

Section 1.2. Other Defined Terms

Term

Section

Accessing Party

Section 10.10(a)

Additional Service

Section 3.1(b)

Agreement

Introductory paragraph

Agreed Upon Procedures

Section 4.2(f)(i)

Applicable Data Protection Laws

Appendix C

Applicable PRC Laws and Regulations

Appendix C

Assignee

Section 10.5

Assignor

Section 10.5

Damages

Section 7.1

Disclosing Party

Section 10.9(a)

Effective Date

Recitals

Final Term

Section 9.1(c)

Granting Party

Section 10.10(a)

Indemnified Persons

Section 7.1

Indemnifying Party

Section 7.1

Indirect Taxes

Section 4.3(a)

Initial Distribution

Recitals

License Cap

Section 2.11

Licensed Software

Section 2.12

Local Statement

Definition of Settlement Statement

Migration

Section 2.10(a)

Migration Plan

Section 2.10(c)

New Subcontracted Service

Section 2.8(f)

Omitted Service

Section 3.1(a)

Operational Change

Section 3.2

Parent

Introductory paragraph

Parties

Introductory paragraph

Party

Introductory paragraph

Purpose

Section 2.1(c)

Receiving Party

Section 10.9(a)

Report

Section 4.2(f)(i)

Review

Section 4.2(f)

SDA

Recitals

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Service Affiliate

Section 2.2(a)

Service Fee

Section 4.1

Service Provider Party

Section 2.2(a)

Service Term

Section 9.1(b)

Shutdown

Section 2.5(a)

SpinCo

Introductory paragraph

Third Party Consent

Section 2.8(a)

Third Part Provider

Section 2.2(a)

Transition Financial Information

Section 4.2(f)

TSA

Introductory paragraph

TSA Sub-Committee

Section 2.9

Section 1.3. Hierarchy. The appendices to this Agreement shall form part of this Agreement. In case of any conflicts, the front-end of this Agreement shall prevail over its appendices, unless explicitly set out otherwise in the relevant appendix with reference to the clause in the front-end from which it deviates; provided, however, that Appendix C (Data Processing Agreement) shall prevail with respect to the Processing of Personal Information of the other Party. In the event of a conflict between the terms of the SDA and the terms of this Agreement, the terms of the SDA shall prevail, unless explicitly set out otherwise in this Agreement with reference to the clause in the SDA from which it deviates.

ARTICLE 2

TRANSITION SERVICES

Section 2.1. Transition Services.

(a) Upon the terms and subject to the conditions set forth in this Agreement, and in consideration of the fees and charges payable by Service Recipient pursuant to Article 4, Service Provider shall provide, directly or through one or more Service Provider Party, to Service Recipient the Transition Services.

(b) Service Recipient understands and agrees that (i) the Transition Services provided hereunder are transitional in nature and that Service Provider is not in the business of providing Transition Services to Third Parties and (ii) Service Provider has no interest under any circumstances in continuing, and shall not be obligated to continue, (A) any Transition Service beyond its Service Term, or (B) this Agreement beyond the Final Term.

(c) The Transition Services are provided solely for (i) the operation of (A) the SpinCo Business (in case of Transition Services provided to SpinCo), or (B) for the operation of the Parent Business or any business of Parent’s Affiliates (in case of Transition Services provided to Parent) and (ii) working towards a smooth and orderly transition of the SpinCo Business to SpinCo or, as applicable, the Parent Business to Parent, in each case ((i) and (ii)) as further detailed in the relevant Transition Service Schedules (the “Purpose”).

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(d) Service Recipient acknowledges and agrees that no services other than those specifically described as Transition Services in Appendix A will be provided by or on behalf of Service Provider and that access to and use of the Transition Services is provided solely for the use and benefit of Service Recipient and its Affiliates for the Purpose during the Service Term. Except as permitted by Section 2.1(e) or Section 10.5, Service Recipient shall not allow access to or use of the Transition Services by (and Service Provider shall have no obligation to provide any services to) any other Person or for any other purpose without the prior written consent of Service Provider.

(e) Service Recipient may pass on the Transition Services to its Affiliates existing as at the Effective Date, but only for as long as they remain Affiliates (i.e., if after the Effective Date, an entity becomes, or ceases to be, an Affiliate, it is no longer entitled to benefit from the Transition Services) and solely for the Purpose. However, this shall neither release Service Recipient from its contractual obligations under this Agreement, nor shall it create any contractual relationship between Service Provider or any of its Affiliates with any Affiliate of Service Recipient. Service Recipient shall (i) cause each such Affiliate to comply with its obligations as Service Recipient as set forth in this Agreement with respect to the relevant Transition Services and (ii) remain fully responsible for its and each such Affiliate’s compliance with their obligations under this Agreement and applicable Law.

Section 2.2. Service Provider’s Affiliates and Third Party Providers.

(a) In providing the Transition Services, Service Provider may (i) use its own personnel, (ii) use any of the personnel of any of its Affiliates (each such Affiliate involved in the provision of the Transition Services a “Service Affiliate”), or (iii) employ the services of qualified contractors, subcontractors, vendors or other Third Party providers (each, a “Third Party Provider”). Each of Service Provider and any Service Affiliates or Third Party Providers used by Service Provider to provide Transition Services shall be referred to as “Service Provider Party”.

(b) Where the Agreement imposes obligations on Service Provider or any Service Provider Party, Service Provider shall cause and compel each Service Affiliate or, as applicable, direct each Third Party Provider to perform such obligations and comply with the terms of this Agreement, provided, that, subject to Section 8.2(d), Service Provider shall remain responsible for such Service Provider Party’s compliance with the terms of this Agreement.

Section 2.3. Nature and Quality of Transition Services. Service Provider shall provide the Transition Services (a) in accordance with the applicable service levels/KPIs set forth in Appendix A (if any); or (b) if no service levels/KPIs are specified in Appendix A, with at least the same degree of care, skill, and diligence used by Service Provider or its Affiliates, as applicable, in providing substantially similar services to its own internal organization at the time the Transition Services are performed;

Section 2.4. Service Provider’s Policies and Procedures. The Transition Services shall be provided by Service Provider in accordance with, and subject to, Service Provider’s and each Service Affiliate’s policies and procedures that are applicable at the time the Transition

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Services are provided. If Service Recipient accesses Service Provider’s systems or premises or otherwise utilizes Service Provider’s facilities or equipment, Service Recipient shall comply with Service Provider’s applicable policies and procedures. If Service Recipient acts in a manner inconsistent with such policies or procedures, Service Provider shall so inform Service Recipient and specify the relevant policies or procedures to Service Recipient, and Service Recipient shall then conform to the requirements of such policies or procedures while having access to such systems or premises utilizing such facilities or equipment. Nothing in this Agreement shall prohibit Service Provider or, as applicable, the Service Affiliates from making changes from time to time to such policies and procedures; provided, however, that any changes to such policies and procedures shall not materially change the care, skill and diligence applicable to the provision of any Transition Services hereunder. If the Service Recipient cannot – using commercially reasonable efforts – comply with any of the above changes, the Parties will discuss in good faith to find an approach to address any issues or find reasonable alternatives to any affected Transition Service at Service Recipient’s sole cost and expense.

Section 2.5. Limitations to Service Provider’s Obligations. In addition to any other limitation or exclusion of Service Provider’s obligations or liability hereunder, the Parties agree as follows:

(a) Service Provider and the applicable Service Affiliates shall have the right in their sole discretion to determine that it is necessary or appropriate to temporarily suspend a Transition Service due to scheduled or emergency maintenance, modification, repairs, updates or upgrades, alterations or replacements of any of systems or operations which are required to provide Transition Services (a “Shutdown”). Service Provider will use commercially reasonable efforts to provide Service Recipient with reasonable written notice of such Shutdowns as soon as reasonably practicable. If any Transition Services are suspended in accordance with this Section 2.5(a), (i) no Party shall have any liability whatsoever to the other Party directly arising out of or relating to such suspension; (ii) any payment of Service Fees for suspended Transition Services is suspended as well. Notwithstanding the foregoing, if a Shutdown continues materially longer than anticipated, the Parties will discuss in good faith an alternative to the affected Transition Service.

(b) Service Provider shall not be required hereunder to take any action (including by providing any Transition Services) that would constitute, or that Service Provider reasonably believes would constitute, (i) a violation of any applicable Law (including any failure to hold an applicable permit); (ii) a breach of a Service Provider Party’s contractual obligations, or (iii) any other violation of a Third Party’s rights; provided, however, that in each of the foregoing circumstances, the relevant Service Provider Party shall use commercially reasonable efforts to provide Service Recipient with reasonably prompt written notice upon becoming aware of such impediment and the Parties shall cooperate in good faith to identify a commercially reasonable alternative to the affected Transition Service at Service Recipient’s sole cost and expense.

(c) For Transition Services that relate to the hosting, maintenance and other support of conveyed applications, Service Provider’s obligation is to solely continue such support in the environment as it existed prior to the Effective Date, and Service Provider’s obligation to provide the associated Transition Service for a conveyed application is terminated if Service Recipient

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moves the application to a different environment or makes modifications that impact the Transition Services for that application.

Section 2.6. Information, Cooperation, and Other Assistance. Service Recipient shall cooperate with any Service Provider Party as reasonably necessary for the performance of the Transition Services. Upon Service Provider’s request, Service Recipient shall provide any relevant Service Provider Party with all information available to Service Recipient that is reasonably necessary to perform any Transition Services or the Migration Support; provided that Service Recipient shall not be required to disclose any information to the extent disclosure to the applicable Service Provider Party is not permitted under applicable Law or disclosure of such information is subject to any contractual restrictions that prevent Service Recipient from disclosing such information. If and to the extent Service Recipient (or any of its personnel) has been performing functions or provided other contributions in support of the receipt of Transition Services at the Effective Date, Service Recipient shall continue to perform such functions or contributions. If Service Recipient fails to perform such functions or contributions, Service Provider shall have no obligation to provide the relevant Transition Service and shall not be responsible for any Damages resulting therefrom.

Section 2.7. Access; Equipment.

(a) To the extent reasonably required for any relevant Service Provider Party to perform, or otherwise make available, the Transition Services, Service Recipient shall, and shall procure that its Affiliates shall, without any charge,

(i) provide any relevant Service Provider Party with reasonable access, on an as-needed basis, to Service Recipient’s or its Affiliates’ equipment, office space, plants, telecommunications, devices, and computer equipment and systems (subject to Section 10.10) and any other areas and equipment; and

(ii) perform any tasks and provide any acknowledgments or materials specified to be provided by Service Recipient in any Transition Services Schedule related to such access.

Service Provider shall use commercially reasonable efforts to minimize the disruption to Service Recipient’s operations in exercising such access rights.

(b) Any relevant Service Provider shall at all times during the relevant Service Term have the right to use any equipment owned or leased by Service Recipient as reasonably necessary for Service Provider to provide the Transition Services; provided, however, that any use or operation of such equipment by any relevant Service Provider not in the ordinary course of business and consistent with past practice shall require the prior written consent of Service Recipient, not to be unreasonably withheld, conditioned or delayed.

Section 2.8. Third Party Consents and Third Party Providers.

(a) To the extent Service Provider requires the consent of a Third Party Provider to be able to provide certain Transition Services to Service Recipient (a “Third Party Consent”),

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Service Provider shall use commercially reasonable efforts to obtain such Third Party Consent and shall not be obliged to provide the relevant Transition Services as long as such Third Party Consent has not been granted (and Service Recipient shall not be obliged to pay for such Transition Service during such time period).

(b) To the extent that Third Party Consents are only granted subject to conditions (including the condition of additional payments), Service Provider shall coordinate with Service Recipient to determine whether such conditions shall be accepted. To the extent Third Party Consents are not granted, or are revoked or terminated, Service Provider shall cooperate with Service Recipient to determine a commercially reasonable alternative method of providing the relevant Transition Service or to otherwise modify the affected Transition Service.

(c) All costs and expenses incurred by Service Provider in obtaining any Third Party Consents or identifying, preparing or implementing any such alternative method, as applicable, shall be borne by Service Recipient. Service Provider shall not be required to relinquish or forbear any rights in connection with obtaining any Third Party Consent.

(d) Section 2.8 (a) to (c) shall apply mutatis mutandis where a Transition Service in whole or in part is provided by a Third Party Provider as used at the Effective Date and Service Provider’s contract with such Third Party Provider with respect to such Transition Service expires or is terminated any time after the Effective Date by the applicable Third Party Provider for a reason other than Service Provider’s breach of the agreement in place with such Third Party Provider.

(e) Service Recipient shall comply with all obligations, including use restrictions and non-disclosure provisions, imposed on Service Provider through any Third Party Provider Agreement or any Third Party Consent, provided that Service Provider has notified Service Recipient or Service Recipient is otherwise aware of such obligations.

(f) Section 2.8(a) to (c) shall not apply in the situation where, following the Effective Date, Service Provider elects to subcontract or outsource to a Third Party Provider the performance of a Transition Service previously provided by Service Provider’s own personnel or the personnel of a Service Affiliate (a “New Subcontracted Service”).

Section 2.9. TSA Sub-Committee. The Parties agree that the Transition Committee shall, during its first meeting, establish a TSA subcommittee to provide oversight for the administration of this Agreement in accordance with Section 2.16 of the SDA (the “TSA Sub-Committee”) and determine the procedures and composition for the TSA Sub-Committee to manage all responsibilities delegated to it by the Transition Committee. The Parties shall set out the procedures and composition of the TSA Sub-Committee determined by the Transition Committee on a schedule to the SDA.

Section 2.10. Migration of Transition Services.

(a) During the term of this Agreement, Service Recipient agrees to work diligently and expeditiously to employ or retain personnel, and establish its own logistics, infrastructure

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and systems to enable a transition to its own internal organization (or employ directly the services of Third Party Providers) (the “Migration”) as soon as possible.

(b) Upon Service Recipient’s request, Service Provider shall provide Migration Support and IT Migration Support.

(c) Within sixty (60) business days from the Effective Date, the Parties shall in good faith agree on an operational plan for the separation and migration of data and functions relating to the Transition Services and the Migration Support to be provided by Service Provider (the “Migration Plan”), and both Parties shall agree in good faith on such plan to ensure a smooth transition. Once agreed, both Parties shall use reasonable endeavors to comply with the Migration Plan, including in relation to timelines and milestones defined therein and to perform a periodic review of the implementation of the Migration Plan once every ninety (90) days starting from the agreement of the Migration Plan by the TSA Sub-Committee. To the extent required, the Parties shall amend the Migration Plan to reflect the progress of the Migration (for clarity, such amendments shall not be subject to the change management procedure in Article 3). Service Recipient shall plan in good faith and, at Service Provider’s reasonable and periodic request, communicate to Service Provider the current status of Migration activities.

(d) Any failure of Service Recipient to deliver such Migration Plan shall not extend the term of this Agreement or delay the termination or expiration of any Transition Services.

(e) Service Recipient shall be responsible for and bear the costs and expenses for the Migration, including Service Provider’s costs and expenses for the Migration Support and IT Migration Support in accordance with the rate card set out in Appendix E.

Section 2.11. License Caps. For software that is licensed as part of the Transition Services, except as otherwise expressly stated in the application list included in the Transition Services Schedules (in the Transition Services category “IT”), the number of licenses available to Service Recipient hereunder shall be the same number of licenses as Service Recipient had available to it immediately prior to the Effective Date (the “License Cap”). If during any Service Term, Service Recipient requires licenses in excess of the applicable License Cap, the Parties shall work in good faith to determine if Service Provider has access to excess licenses that can be made available to Service Recipient at no additional charge. In the event no such additional licenses are available, and Service Provider must procure additional licenses, Service Recipient will be responsible for all incremental fees for the additional licenses over the License Cap.

Section 2.12. Licensed Software Restrictions. For all software that Service Recipient is granted access to use or access as part of the Services (“Licensed Software”), Service Recipient is prohibited from copying, modifying or transferring to any Third Party the Licensed Software. Service Recipient will not reverse assemble, compile, engineer or perform any other translation or similar activity to the Licensed Software. All Licensed Software is protected by copyright held by Service Provider or its licensors and nothing herein transfers or conveys any ownership right (other than a limited use license as part of the Transition Services) to the Licensed Software. Service Recipient may not use the Licensed Software separate from or not in connection with the Transition Services. All Licensed Software will be treated as Confidential

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Information and upon termination or expiration of the applicable Service, Service Recipient will immediately return or securely dispose of any copies of the Licensed Software in its possession.

ARTICLE 3

CHANGE MANAGEMENT

Section 3.1. Service Recipient Requested Changes.

(a) From time to time during the first six (6) months following the Effective Date, Service Recipient may request Service Provider to provide additional services that are not Transition Services that (i) are critical for the operation of Service Recipient’s Business, (ii) were used in the conduct of Service Recipient’s Business immediately prior to the Effective Date in the country where the service is requested to be performed and were not discontinued prior to the Effective Date as part of the separation planning for or otherwise in connection with the transaction contemplated under the SDA, (iii) are not Out-of-Scope Services, and (iv) using reasonable efforts, cannot be provided by Service Recipient through its own personnel, Affiliates, or sourced by Service Recipient from a Third Party Provider (each such service an “Omitted Service”). In the event that Service Recipient requests an Omitted Service, Service Provider shall consider Service Recipient’s request in good faith and may not unreasonably withhold its consent to add such Omitted Service.

(b) From time to time, Service Recipient may also request Service Provider to provide additional services that are neither Transition Services nor Omitted Services (each such service an “Additional Service”). In the event that Service Recipient requests an Additional Service, Service Provider may elect in its sole discretion to provide such Additional Service.

(c) If Service Recipient requests changes to an existing Transition Service (other than changes to the Service Term which are governed exclusively by Section 9.1(b)), the Parties shall discuss such request within five (5) business days of Service Provider’s receipt of Service Recipient’s request (or within a shorter timeline to be agreed between the Parties in good faith if the change is required in emergencies or other exceptional circumstances). Service Provider will consider such request in good faith, but may elect in its sole discretion whether to agree to the requested change, provided, that, to the extent the requested change is required by applicable Law, the Parties will cooperate in good faith to identify a commercially reasonable and mutually agreeable resolution.

(d) Any request for an Omitted Service or an Additional Service or any request for another change pursuant to Section 3.1(c) shall be in writing and shall specify the type and scope of the requested service or the requested change. The maximum duration of any Omitted Service or Additional Service shall not exceed twenty-four (24) months following the Effective Date. If Service Provider agrees to any change request pursuant to Section 3.1, the Parties shall document the agreed amendment in writing pursuant to the terms of this Agreement, including appropriate additions or edits to the Transition Service Schedule. Service Recipient shall bear any implementation costs for the change pursuant to Section 3.1 and the Service Fee for the Omitted Service or Additional Service shall be calculated using the same methodology as used to

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determine the Services Fees described in the existing Transition Services Schedules, including with respect to the mark-up percentage. Once agreed to in writing, the Omitted Service or Additional Service shall be deemed a Transition Service under and pursuant to the terms of this Agreement.

Section 3.2. Service Provider Directed Changes. Without prejudice to Service Provider’s obligation to provide the Services in accordance with Section 2.3 and the applicable Transition Service Schedules, Service Provider may, without a need for a formal change request, from time to time change the manner or method of providing a Transition Service if (i) Service Provider is making similar changes in performing similar services for its own internal organization (including ordinary patching, maintenance, and similar activities), provided, that, such change does not increase the applicable Service Fees, or (ii) the change is required to comply with changes in applicable Law (each such change an “Operational Change”). If the Operational Change is required to comply with changes in applicable Law and (i) only impacts one Party, such Party will bear the full cost of implementing such change, or (ii) affects both Parties, the cost of the change will be proportionately shared between the Parties. Service Provider shall give to Service Recipient substantially the same notice of these Operational Changes (in content and timing), if any, as it gives to the relevant affected members of Service Provider and their Affiliates.

ARTICLE 4

PAYMENTS

Section 4.1. Service Fee. As compensation for each Transition Service to be provided pursuant hereto, subject to any change requests, Service Recipient shall pay Service Provider the fee(s) and, if applicable, any costs, expenses, or other charges specified in the Transition Services Schedule of Appendix A for the relevant Transition Service (the “Service Fee”). Unless otherwise specified in Appendix A, each Service Fee listed is stated as a monthly charge. Monthly charges will not be pro-rated or refunded for any termination or expiration of a Transition Service that occurs mid-month.

Section 4.1. Adjustment of Service Fees. If Service Provider’s costs associated with the provision of a Transition Service increase due to an increase in the costs from a relevant Third Party Provider, Service Provider may, by written notice to Service Recipient, pass-through the increase to Service Recipient by adjusting the Service Fee accordingly. Upon request of Service Recipient, Service Provider shall provide reasonable evidence of the relevant increase of the costs of any Third Party Provider Agreement. For clarity, any such adjustment pursuant to this Section 4.1 shall only apply as from the date of the written notice provided by Service Provider but not retroactively; the Parties acknowledge and agree that any such adjustment pursuant to this Section 4.1 does not require an amendment of this Agreement (including the Transition Service Schedules) but will be set-out in a separate line item in the applicable Settlement Statements. Any cost increases incurred (or costs savings generated) by Service Provider in connection with a New Subcontracted Service shall not be passed-on to Service Recipient and shall not affect the Service Fee for the relevant Transition Service.

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Section 4.2. Settlement Statement.

(a) Service Fees (if a positive amount for a given monthly period) shall be paid to Service Provider in accordance with the following settlement process, subject to the terms of this Agreement and the other Ancillary Agreements:

(i) No later than the last calendar day of the month following (x) each month during the Final Term and (y) each of the three (3) months following the last day of the month in which this Agreement is terminated or expires, Parent shall deliver to SpinCo a Settlement Statement or, in an applicable jurisdiction, a Local Statement issued by Parent or an Subsidiary of Parent to SpinCo or an Subsidiary of SpinCo, each Settlement Statement and Local Statement(s) reflecting, to the extent reasonably possible at the time the Settlement Statement or Local Statement is prepared, the Service Fees payable to Service Provider for the preceding month (and for the avoidance of doubt, any Service Fee or other form of consideration under an applicable Ancillary Agreement for a given month that it is not reasonably possible to include in the applicable monthly Settlement Statement or, as applicable, Local Statement shall be carried over and included when available in the next monthly Settlement Statement or Local Statement).

(ii) In each case unless otherwise required by applicable Law, all Settlement Statements under this Agreement shall be issued in U.S. dollars. If applicable, to the extent any amounts used in the calculation of Service Fees is not expressed in U.S. dollars and need to be converted to U.S. dollars for purposes of such calculation, Service Provider shall convert such amount into U.S. dollars based upon the applicable foreign exchange rate reported by the foreign exchange rate services of Reuters using the average of each daily rate within the month applicable to the Settlement Statement or Local Statement. Settlement Statements or, as applicable, Local Statements issued under another Ancillary Agreement may be issued by Parent or a Subsidiary of Parent in the relevant local currency as further set out in the relevant Ancillary Agreement.

(iii) Upon written request by SpinCo, Parent shall make its personnel reasonably available to answer questions and provide reasonable supporting documentation (to the extent such documentation already exists or is otherwise routinely generated by Parent in the ordinary course) with respect to any Settlement Statement or Local Statement (if applicable).

(b) No later than thirty (30) days following the date of receipt by SpinCo or an Subsidiary of SpinCo of any Settlement Statement or, as applicable, Local Statement, if the net total amount for the month set forth in such Settlement Statement or Local Statement is (i) a positive amount, Parent or, as applicable, an Subsidiary of Parent shall remit to SpinCo or, as applicable, an Subsidiary of SpinCo an amount equal to such net amount or (ii) a negative amount, SpinCo or, as applicable, an Subsidiary of SpinCo shall remit to Parent or, as applicable, an Subsidiary of Parent an amount equal to the absolute value of such net amount.

(c) Any payments due and payable pursuant to this Section 4.2 (which are not subject to an objection notice) and not made within the time required pursuant to Section 4.2(b)

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shall be subject to late charges, calculated based on the federal funds rate in effect on the date such payments were required to be made through the date of payment.

(d) Without limiting other available remedies, Service Provider reserves the right to suspend, or cause to be suspended, the performance of Transition Services under this Agreement upon failure of Service Recipient or, as applicable, a designated Subsidiary of Service Recipient, to make any payment which is past due pursuant to this Agreement; provided, however, that Service Provider must provide written notice of its intention to suspend, or cause to be suspended, performance of any such Transition Services and provide Service Recipient thirty (30) days to cure such failure in full. Notwithstanding anything to the contrary herein, to the extent any failure of Service Recipient or a Subsidiary of Service Recipient to make any payment due pursuant to this Agreement shall be deemed a breach solely with respect to this Agreement (and not with respect to any other Ancillary Agreement).

(e) If SpinCo or Subsidiary of SpinCo disputes any amount reflected in a Settlement Statement or Local Statement (if applicable), SpinCo or designated Subsidiary of SpinCo must deliver to Parent and relevant Subsidiary of Parent an objection notice no later than thirty (30) days after receiving such Settlement Statement or Local Statement. Within five (5) business days of Parent’s and Parent’s relevant Subsidiary’s receipt of such objection notice, the TSA Sub-Committee (or, as applicable, relevant sub-committee under the relevant Ancillary Agreement) shall discuss in good faith a resolution of such Dispute. If, following such discussions, the TSA Sub-Committee (or, as applicable, relevant sub-committee under the relevant Ancillary Agreement) has not resolved such Dispute, then within five (5) business days after such discussions, the TSA Sub-Committee (or, as applicable, relevant sub-committee under the relevant Ancillary Agreement) shall discuss again and members of senior management with authority to resolve such Dispute of each Party shall attend and participate in such discussion. If such Dispute remains unresolved following such meeting of TSA Sub-Committee (or, as applicable, relevant sub-committee under the relevant Ancillary Agreement) and senior management personnel, such Dispute shall be resolved pursuant to Section 10.6 (provided, that, the Negotiation Period shall be deemed to have run). Any disputed amount under this Section 4.2(e) shall be paid within thirty (30) days after the Dispute has been finally resolved. For clarity, Service Recipient or, as applicable, relevant Subsidiary of Service Recipient shall pay any amount reflected in such Settlement Statement or, in applicable jurisdictions, Local Statement that is not in dispute pursuant to the regular process as set out in the Agreement.

(f) Service Provider and each Service Provider Party shall keep materially complete information relevant to verify the accuracy of the amounts due and payable under the applicable Ancillary Agreements (collectively, the “Transition Financial Information”). SpinCo shall have the right during the Term (no more than once annually) to request that Agreed Upon Procedures, as defined hereafter, be undertaken to verify the Transition Financial Information (a “Review”).

(i) Upon SpinCo’s written request for a Review, Parent shall, at SpinCo’s expense (including reimbursement of Parent’s costs and expenses, including for time and effort spent with respect to all reasonable internal support provided), cause a mutually agreed upon independent public accounting firm to (a) review such records to verify the

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Transition Financial Information (for a reasonable period during the Term within the relevant calendar year, specified by SpinCo) and (b) provide to SpinCo and Parent a report (the “Report”) reasonably detailing their findings in connection with performing the specified procedures, including as applicable any amount of overpayment or underpayment by either Party, as applicable (collectively the “Agreed Upon Procedures”). The Report shall be considered Confidential Information of both Parties.

(ii) If such Report reveals any overpayment or underpayment by either Party, Parent shall (i) reflect such amounts as a credit/debit (as appropriate) in the next monthly Settlement Statement or, if Parent is no longer delivering and remitting payments via Settlement Statements, the relevant Party shall remit the applicable amount within thirty (30) days following receipt of such Report.

Section 4.3. Taxes.

(a) All Service Fees payable under this Agreement shall be exclusive of any sales, use, value-added, transfer, goods and services, consumption, excise, service, stamp, documentary, filing, recordation or other similar Taxes. Without limiting any provision of this Agreement, Service Recipient shall pay and be responsible for any and all sales, use, value-added, transfer, goods and services, consumption, excise, service, stamp, documentary, filing, recordation or other similar Taxes imposed or assessed with respect to the provision of Transition Services by Service Provider (“Indirect Taxes”). Service Provider shall issue proper invoices usable by Service Recipient to recover (by way of credit or refund) Indirect Taxes in jurisdictions where they are recoverable. Service Provider and Service Recipient shall cooperate to minimize any Indirect Taxes and in obtaining any refund, return or rebate, or in applying for an exemption or zero-rating for Transition Services giving rise to any Indirect Taxes, including by filing any exemption or other similar forms or providing a valid tax identification number or other relevant registration numbers, certificates or other documents.

(b) All payments of Service Fees shall be made free and clear of any deduction or withholding for Taxes except to the extent Service Recipient is required to deduct or withhold Taxes by applicable Law. To the extent Service Recipient is required to deduct and withhold Tax in connection with a payment of Service Fees under this Agreement, Service Recipient shall timely pay over such deducted and withheld amounts to the applicable Tax Authority and promptly provide Service Provider with evidence of such payment as requested. Where a relief, waiver or reduction of any deduction or withholding is available under applicable Law, Service Provider and Service Recipient shall cooperate to obtain such Tax exemption from the relevant Tax Authority.

ARTICLE 5

INTELLECTUAL PROPERTY RIGHTS

Section 5.1. Ownership of Background IP. All Intellectual Property Rights belonging to a Party on or prior to the Effective Date (whether developed by that Party or acquired by it from a Third Party) or developed or acquired by it independently from the

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performance of its obligations under this Agreement after the Effective Date shall remain vested in that Party.

Section 5.2. Ownership of Foreground IP. All Intellectual Property Rights developed in the course of the provision of the Transition Services shall be solely owned by Service Provider, unless such Intellectual Property Rights result from a development that has been specifically commissioned and paid for by Service Recipient, in which case all Intellectual Property Rights resulting from such development shall be owned solely by Service Recipient.

Section 5.3. License by Service Provider. Service Provider hereby grants, and shall procure that its relevant Affiliates shall grant, to Service Recipient and its Affiliates (and, in the event SpinCo is the applicable Service Provider, Parent shall hereby retain) a royalty-free, non-exclusive, non-transferable (except as set out in Section 10.5), non-sub-licensable license during the term of this Agreement to use the Intellectual Property Rights controlled by Service Provider and its Affiliates only to the extent necessary for Service Recipient’s receipt of the Transition Services and the Migration Support in accordance with this Agreement.

Section 5.4. License by Service Recipient. Service Recipient hereby grants, and shall procure that its relevant Affiliates shall grant, to Service Provider and its Affiliates (and, in the event SpinCo is the Service Recipient, Parent shall hereby retain) a royalty-free, non-exclusive, non-transferable (except as set out in Section 10.5), non-sub-licensable (except to subcontractors permitted under this Agreement) license during the term of this Agreement to use the Intellectual Property Rights controlled by Service Recipient and its Affiliates only to the extent necessary for Service Provider’s provision of the Transition Services and the Migration Support in accordance with this Agreement.

Section 5.5. Definition of the term “control”. For the purposes of Section 5.3 and Section 5.4, the term “control” shall mean having the legal authority to grant the relevant license under the relevant Intellectual Property Right without violating the terms of any agreement with any Third Party and without triggering any additional payment obligations to such Third Party. If the grant of any such license requires a Third Party Consent, Section 2.8(a) shall apply.

ARTICLE 6

DATA PROTECTION

Section 6.1. Compliance with Data Protection Law. Each Party shall, and shall procure that each of its relevant Affiliates shall, comply with all Data Protection Laws relevant to that Party in its capacity as a Service Provider or Service Recipient or otherwise relevant to that Party in its performance under this Agreement.

Section 6.2. Data Processing Agreement. To the extent a Party Processes Personal Information of the other Party subject to Applicable Data Protection Laws or Applicable PRC Laws and Regulations, Appendix C (Data Processing Agreement) shall apply as set forth therein.

Section 6.3. Data Protection and Cybersecurity Scope. Unless specifically set out in the Transition Services Schedules, Service Provider will not provide any cybersecurity services

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for Service Recipient including acquiring any regulatory authorizations related to Service Recipient’s software, tools, products or other solutions.

ARTICLE 7

INDEMNITIES

Section 7.1. Mutual Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its Affiliates and each of their respective past, present or future officers, directors, employees and agents and their respective successors, heirs and assignees and representatives (collectively the “Indemnified Persons”) from and against any damages, losses, liabilities or costs (other than costs allocated to be borne by the indemnified Party under the Agreement, but including reasonable legal expenses, costs of litigation and reasonable attorney’s fees) (“Damages”) incurred by the Indemnified Persons resulting from any Third Party Claim against the Indemnified Persons to the extent caused by, resulting from, or in connection with:

(a) any breach of Section 10.9 by the Indemnifying Party or any of its Affiliates or its or their respective Representatives, or

(b) any gross negligence or willful misconduct by the Indemnifying Party or any of its Affiliates in connection with the performance of its obligations under this Agreement,

provided, however, that the Indemnifying Party shall not be responsible for any Damages of the Indemnified Persons to the extent that such Damages are caused by, result from, or arise out of or in connection with any Indemnified Person’s gross negligence or willful misconduct.

Section 7.2. Indemnification by Service Recipient. Notwithstanding Section 7.1, Service Recipient shall indemnify, defend and hold harmless Service Provider’s Indemnified Persons from and against any Damages resulting from any Third Party Claim to the extent caused by, resulting from or in connection with (i) any of the Transition Services rendered or to be rendered by or on behalf of Service Provider pursuant to this Agreement (including the exploitation of such Transition Services by Service Recipient or its Affiliates), (ii) the transactions contemplated by this Agreement or (iii) Service Provider’s actions or inactions in connection with any such Transition Services or transactions, provided, however, that Service Recipient shall not be responsible for any Damages of Service Provider’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the Service Provider’s or any of its Affiliates’ gross negligence or willful misconduct in providing any of the Transition Services.

Section 7.3. Procedure.

(a) Each Party shall use its commercially reasonable efforts to mitigate any Damages for which such Party seeks indemnification under this Agreement.

(b) Sections 4.5 and 4.6 of the SDA shall govern the rights and obligations of the Parties in respect of the management and conduct of any claims for indemnification under this Agreement.

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ARTICLE 8

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES

Section 8.1. Exclusions of Liability.

(a) Unless explicitly set out otherwise in this Agreement, no Party, nor any of their respective Affiliates, shall be liable in connection with this Agreement for any punitive, incidental, consequential, exemplary, special or indirect, speculative, not reasonably foreseeable or similar damages, including any loss of future revenue, profits, income, or anticipated savings, loss of business reputation, goodwill or opportunity relating to the breach or alleged breach of this Agreement, diminution of value or based on any type of multiple; provided, this sentence does not preclude such Damages to the extent actually owed with respect to a Third-Party Claim or caused by, resulting from, arising out of, or in connection with (i) any fraudulent acts or omissions, (ii) a breach of Section 10.9, or (iii) solely with respect to such damages incurred by Parent or any of its Affiliates, the use of the 3M Trademark by SpinCo or its Affiliates or licensees, including breach of license terms, damages to the 3M Trademark itself or the infringing use of the 3M Trademark. The limitations of this Section 8.1(a) apply regardless of whether the damages are based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal or equitable theory.

(b) Notwithstanding anything in this Agreement to the contrary, neither Service Provider nor any of its Affiliates shall have any liability towards Service Recipient or any of its Affiliates or Indemnified Persons for (a) any failure to perform the Transition Services or Migration Support or any of its obligations hereunder in accordance with this Agreement or (b) any Damages or inconveniences incurred by Service Recipient or any of its Affiliates or Indemnified Persons, in each case ((a) and (b)) to the extent caused by, relating to, or arising out of or in connection with (i) Service Recipient’s or any of its Affiliates’ acts, omissions, or breach of this Agreement or failure to satisfy any of its obligations under this Agreement, (ii) Service Recipient’s or any of its Affiliates’ implementation, execution, use or exploitation of any of the services (including the Transition Services), products (including product liability claims) or other deliverables received by or benefits (including usage rights) granted to Service Recipient or its Affiliates under or in accordance with this Agreement, (iii) Service Recipient’s or any of its Affiliates’ manner of operating or conducting Service Recipient’s business (including the operations or systems) if operated or conducted materially differently than the manner in which Service Recipient’s business was operated or conducted immediately prior to the Initial Distribution, (iv) any transactions contemplated by this Agreement other than the provision of the Transition Services or Service Provider’s other express obligations set out in this Agreement, or (v) Service Provider’s actions or inactions in connection with any deliverables, benefits or transactions pursuant to (i) through (v) or that were caused by specifications or directions provided by Service Recipient, except, in each case, to the extent caused by Service Provider’s or its Affiliate’s gross negligence or willful misconduct in performing any of its obligations pursuant to this Agreement.

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Section 8.2. Limitations of Liability.

(a) Subject to Section 8.3 below, Service Provider’s and its Affiliates’ aggregate maximum liability in connection with this Agreement, the Transition Services or the transactions contemplated hereby, shall not exceed in the aggregate in any calendar year, an amount equal to one hundred percent (100%) of the gross amount of Service Fees paid or payable in aggregate by Service Recipient for all Transition Services rendered in that calendar year. In addition, any liability of Service Provider (and its Affiliates) under this Agreement shall be subject to and count against the Maximum Transition Agreement Cap. Service Recipient acknowledges that the liability caps described in this Section 8.2 are fair and reasonable. For the avoidance of doubt, the liability caps under this Section 8.2(a) shall be calculated based on the gross amount of Service Fees paid or payable under this Agreement, not the net amount of payments made pursuant to the Settlement Statement.

(b) Notice of any claim under this Agreement shall be in writing and made reasonably promptly after becoming aware of such claim, but in no event later than one (1) month after the date of termination or expiration of the Transition Service giving rise to the claim and such claim must specify the Damages amount claimed and a reasonable description of the action (including, as applicable, the Transition Service) giving rise to the claim.

(c) The limitation of liability of this Section 8.2 is independent of, and survives, any failure of the essential purpose of any limited or exclusive remedy under this Agreement.

(d) If and to the extent that Service Provider’s failure to perform its obligations under this Agreement or any breach of this Agreement is caused by the act or omission of a Third Party Provider used by Service Provider for the provision of Existing Third Party Services, Service Provider shall not be responsible, liable or otherwise considered as being in breach of this Agreement, provided that Service Provider shall use its commercially reasonable efforts to exercise and enforce its contractual rights and seek to claim any available contractual remedies in respect of the relevant act or omission of the Third Party Provider, and pass-on to Service Recipient an equitable and proportionate share of the damages or similar amounts. Alternatively, Service Provider may, in its sole discretion, assign to Service Recipient any Damage claims that it may assert against the relevant Third Party Provider in relation to Service Recipient’s Damage. In case the act or omission of the Third Party Provider that caused the Damage also caused prejudice to Service Provider’s own business (or that of its Affiliates), the distribution shall be limited to a reasonable pro rata share. For clarity, in case of Damages caused by acts or omissions by Third Party Providers involved in the provision of New Subcontracted Services, this Section 8.2(d) shall not apply.

Section 8.3. Unlimited Liability. The limitations of liability pursuant to Section 8.2 shall not apply to:

(a) any fraudulent, grossly negligent or willful acts or omissions by a Party;

(b) either Party’s breach of Section 10.9;

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(d) Service Provider’s liability to pass-on any sums or other benefits it is able to recover from a Third Party Provider involved in the performance of Existing Third Party Services under Section 8.2(d); for clarity, any such recovered sums or benefits shall not count against the liability cap set out in Section 8.2(a); and

(e) SpinCo’s liability for Damages incurred by Parent in relation to the use of the 3M Trademark by SpinCo or its Affiliates or licensees, including breach of license terms, damages to the 3M Trademark itself or the infringing use of the 3M Trademark.

Section 8.4. Disclaimer of Warranties and Acknowledgment. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING, FOR THE AVOIDANCE OF DOUBT, WITH RESPECT TO THE NATURE AND QUALITY OF TRANSITION SERVICES UNDER SECTION 2.3, SERVICE PROVIDER (ON BEHALF OF ITSELF AND ITS LICENSORS) MAKES NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITH RESPECT TO (a) THE NATURE, CONDITION OR QUALITY OF ANY TRANSITION SERVICE OR ANY PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR SERVICES OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT OR (b) THE RESULTS THAT WILL BE OBTAINED BY USING, RECEIVING, OR APPLYING ANY SUCH TRANSITION SERVICE OR PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR SERVICES, IN EACH CASE INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF NONINFRINGEMENT, MERCHANTABILITY, SUITABILITY, ACCURACY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. SERVICE PROVIDER MAKES NO WARRANTY OR CONDITION THAT ANY TRANSITION SERVICE OR PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR SERVICES OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT COMPLIES WITH ANY LAW OR ORDER. SERVICE RECIPIENT EXPRESSLY AFFIRMS THAT IT IS NOT RELYING ON ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, OF SERVICE PROVIDER IN ENTERING INTO THIS AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE DISCLAIMERS IN THIS SECTION 8.4. NOTWITHSTANDING THE FOREGOING, IN NO CIRCUMSTANCES WILL SERVICE RECIPIENT BE ENTITLED TO SPECIFIC PERFORMANCE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH ANY BREACH OR ALLEGED BREACH HEREUNDER OR OTHER CLAIM ARISING HEREUNDER.

Section 8.5. Other Liability Terms.

(a) With respect to any Damages arising under this Agreement, each Party agrees that it shall only seek to recover for such Damages from the other Party, and each Party hereby waives the right to seek recovery for such Damages from or equitable remedies against any the other Party’s Affiliates and each of their respective past, present or future officers, directors, employees and agents and their respective successors, heirs and assignees and Representatives.

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(b) No claim may be brought under this Agreement related to any cause of action under the SDA or any other Ancillary Agreement. Any claims brought under this Agreement must be based solely on the provisions of this Agreement.

ARTICLE 9

TERM AND TERMINATION

Section 9.1. Term; Extension Period.

(a) This Agreement shall enter into force on the Effective Date.

(b) Unless earlier suspended or terminated pursuant to the terms of this Agreement, Service Provider shall provide, and Service Recipient shall receive, each Transition Service from the Effective Date and for the period specified for such Transition Service in the relevant Transition Services Schedule (such period, as it may be extended in accordance with this Section 9.1(b), the “Service Term”). The Service Term for any Transition Service may be extended only (i) as expressly provided in the relevant Transition Services Schedule or (ii) by the mutual written consent of the Parties, subject to the following:

(A) no Service Term for any Transition Service may be extended beyond two (2) years following the Effective Date; and

(B) the Service Fees for any extended Transition Service shall be increased by ten percent (10%) for every six (6) months such Transition Service is extended beyond the initial Service Term (i.e., Service Fee x 1.1 for the first 6-month extension; (Service Fee x 1.1) x 1.1 for the second 6-month extension, etc.).

(c) Unless terminated earlier pursuant to Section 9.2, this Agreement shall remain in full force and effect through the last day of the “Final Term,” which shall be the date of the termination or expiration of the last Service Term (as defined in and as may be extended in accordance with Section 9.1(b)) for any Transition Service.

Section 9.2. Termination.

(a) Either Party terminate this Agreement in its entirety for a material breach of the terms of this Agreement by the other Party that is not cured within thirty (30) days after written notice of such material breach is delivered to such other Party by the terminating Party.

(b) In addition to either Party’s right to terminate for material breach pursuant to Section 9.2(a) but subject to Section 9.2(c), this Agreement or any Transition Services may be terminated at any time prior to the expiration of the Final Term:

(i) by Service Recipient for convenience with ninety (90) days’ prior written notice to Service Provider, it being specified that if the Service terminates part way through an invoicing period, there shall be a pro rata adjustment to the Service Fees;

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(ii) by Parent in case SpinCo undergoes a change of control, meaning that a Third Party acquires Control over SpinCo or SpinCo has transferred or assigned this Agreement or any rights, interests or obligations hereunder in breach of Section 10.5; or

(iii) by a Party as otherwise (and to the extent and in the manner) specifically permitted in this Agreement by prior written notice delivered to the other Party.

(c) If (i) Service Recipient notifies Service Provider that it wishes to terminate a Transition Service pursuant to Section 9.2(b)(i), Service Provider shall within fifteen (15) business days of such notification identify any other entangled Transition Services or entangled services provided by Service Provider or one of its Affiliates under another Ancillary Agreement which depend on the Transition Service to be terminated and which would automatically and concurrently be terminated with the terminated Transition Service and, unless Service Recipient within five (5) business days of Service Provider’s notification withdraws its request for termination, the terminated Transition Services as well as the Transition Services or other service provided under another Ancillary Agreement identified by Service Provider as dependent shall concurrently terminate (in case of a service under another Ancillary Agreement pursuant to the applicable terms of such Ancillary Agreement); or (ii) if either Party terminates a Transition Service pursuant to Section 9.2(b)(ii), then, to the extent other Transition Services or other services under another Ancillary Agreement are dependent upon the terminated Transition Service, such other dependent Transition Services or service under another Ancillary Agreement shall terminate automatically and concurrently with the terminated Transition Service (in case of a service under another Ancillary Agreement pursuant to the applicable terms of such Ancillary Agreement).

Section 9.3. Effect of Termination or Expiration.

(a) Upon termination or expiration of any Transition Service or this Agreement in accordance with the terms of the Transition Services Schedule or this Agreement,

(i) Relevant Service Provider Parties shall have no further obligation (A) to provide such terminated or expired Transition Services or, (B) in the case of the termination or expiration of this Agreement, with respect to this Agreement in its entirety, except that this Section 9.3 and the provisions of Article 1 (Definitions), Section 2.8 (Third Party Consents and Third Party Providers), Article 4 (Payments) (other than Section 4.3 (Taxes)), Article 7 (Indemnities), Article 8 (Limitation of Liability; Disclaimer of Warranties), Section 9.3(d) (Owed Payment), Section 10.1 (Fees and Expenses) and Article 10 (Miscellaneous) shall survive indefinitely the termination or expiration of this Agreement and the provisions of Section 4.3 (Taxes) shall survive until 30 days after the expiration of the statute of limitations (including any extensions thereof) applicable to the relevant Taxes; and

(ii) any licenses of Intellectual Property Rights granted under Article 5 shall terminate with immediate effect, except to the extent relevant to any remaining Transition Services.

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(b) If (i) Service Recipient terminates any Transition Service for convenience pursuant to Section 9.2(b)(i) or (ii) Service Provider terminates any Transition Services or this Agreement for cause pursuant to Section 9.2(a) or Section 9.2(b)(iii), Service Recipient shall reimburse to Service Provider any documented and auditable third-party costs and external expenses that Service Provider or a Service Affiliate incurs or is obliged to pay in connection with the termination of the Transition Service (including any external wind-down costs and non-cancellable costs under Third Party Provider Agreements).

(c) Except to the extent required for the performance of its remaining obligations under this Agreement, each Party shall (and shall procure that its Affiliates shall) return or deliver to the other Party all records and documents containing Confidential Information of the other Party (or its Affiliates) or, at the other Party’s direction, shall destroy such Confidential Information, and certify that the destruction has taken place. The Party returning or destroying the Confidential Information may retain (i) a copy of the Confidential Information for the purposes of, and so long as required by, any applicable Law or its internal compliance procedures, and (ii) copies of any computer records and files containing any Confidential Information that have been created pursuant to automatic archiving and back-up procedures, subject to continuing obligations of non-use and non-disclosure.

(d) In the event of termination or expiration of this Agreement or any Transition Services under one or more Transition Services Schedules, and without limiting any other applicable payment rights or obligations of the Parties hereunder, any Party owed payment shall be settled in accordance with the settlement process set out in Section 4.2.

Section 9.4. Meet and Confer. If, at or prior to the expiration or termination of this Agreement, a Party, despite having taken reasonable and timely steps to operate independently, is unable to operate independently from the rights or services provided under this Agreement due to circumstances not caused by such Party’s action or inaction, the Parties will discuss in good faith commercially reasonable alternatives (up to and including a one-year extension of this Agreement beyond the initial Service Term) to avoid a business disruption for such Party. A request for such one-year extension shall not be unreasonably withheld so long as the Service Fees for any extended Transition Service agreed to by the requesting Party is not less than the amount calculated for such period under Section 9.1(b)(B).

ARTICLE 10

MISCELLANEOUS

Section 10.1. Fees and Expenses. Except as otherwise expressly set forth in this Agreement, or as otherwise agreed to in writing by the Parties, all fees, costs and expenses incurred by the Parties, including fees and disbursements of counsel, financial advisors, accountants and consultants, in connection with this Agreement and the transactions contemplated by this Agreement, shall be borne by the Party or its applicable Affiliate incurring such fees, costs or expenses; provided, however, that in the event this Agreement is terminated or expires in accordance with its terms, the obligations of each Party to bear its own fees, costs and

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expenses will be subject to any rights of such Party arising from a breach of this Agreement by the other Party prior to such termination or expiration.

Section 10.2. Force Majeure.

(a) Service Provider shall not be deemed in default and shall have no liability of this Agreement for any delay or failure to provide Transition Services hereunder so long as and to the extent to which any delay or failure in the provision of such Transition Service is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. When claiming the benefit of this provision, Service Provider shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to Service Recipient of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this as soon as reasonably practicable.

(b) Service Recipient and its Affiliates shall have no obligation to pay any Service Fees for any Transition Services, if and to the extent and for the period such Transition Services were not received as a result of an event of Force Majeure, and the Parties will negotiate an appropriate and commercially reasonable reduction in the Service Fees for the impacted period(s) to reflect any such Transition Services not received.

(c) If, however, the relevant Service Provider, cannot perform Transition Services that are suspended pursuant to Section 10.2(a) for a period of sixty (60) consecutive days due to an event of Force Majeure, then either Party may terminate such affected Transition Service without any liability to Service Provider; provided that any such termination shall be made in accordance with all applicable terms (if any) of the relevant Transition Services Schedule.

Section 10.3. Notices.

(a) All notices, requests, claims, demands and other communications among the Parties under this Agreement shall be in writing and shall be deemed to have been properly delivered, given and received

(i) on the date of delivery if delivered by hand to the address below during normal business hours of the recipient during a business day, otherwise on the next business day,

(ii) on the date of successful transmission if sent via e-mail during normal business hours of the recipient during a business day, otherwise on the next business day, or

(iii) on the date of receipt by the addressee if sent (A) by a nationally recognized overnight courier, or (B) by registered or certified mail, return receipt requested, and if received on a business day, and otherwise on the next business day.

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(b) Such notices or other communications must be sent to each respective Party at the address or e-mail set forth below (or at such other address or e-mail as shall be specified by a Party in a notice given in accordance with this Section 10.3):

If to Parent: 3M Company

3M Center, Building [●]

St. Paul, MN 55144

E-mail: [EMAIL] and Dealnotices@mmm.com

Attention: [TITLE]

with a copy (which shall not constitute notice) to:

3M Company

Office of General Counsel

3M Center, Building 220-9E-02

St. Paul, MN 55144

E-mail: [EMAIL] and Dealnotices@mmm.com

Attention: [TITLE]

If to SpinCo: Solventum Corporation

[ADDRESS]

E-mail: [●]

Attention: [TITLE]

with a copy (which shall not constitute notice) to:

Solventum Corporation

Office of General Counsel

[ADDRESS]

E-mail: [EMAIL]

Attention: [TITLE]

Section 10.4. Entire Agreement. This Agreement (including the Transition Services Schedule(s) and Appendices hereto), the SDA and any other agreements, instruments or documents being or to be executed and delivered by a Party or any of its Affiliates pursuant to or in connection with this Agreement contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

Section 10.5. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned, delegated, or otherwise transferred in whole or in part, directly or indirectly, by operation of Law or otherwise (including by merger, contribution, spin-

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off or otherwise), by either Party without the prior written consent of the other Party, and any purported assignment, delegation, or transfer in contravention of this Section 10.5 shall be null and void and of no force and effect. Notwithstanding the preceding sentence, either Party (the “Assignor”) may, upon prior written notice to but without the prior written consent of the other Party, assign, delegate, or otherwise transfer its rights under this Agreement, in whole or in part, to one or more of its Affiliates (the “Assignee”) for as long as such Assignee remains an Affiliate of the Assignor; provided, however, that any rights transferred to the Assignee shall automatically fall back to the Assignor once the Assignee ceases to be an Affiliate of the Assignor and that no such assignment, delegation, or transfer shall relieve the Assignor of any of its obligations hereunder. Subject to the preceding sentences of this Section 10.5, this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the Parties and their respective successors and permitted assigns.

Section 10.6. Dispute Resolution.

(a) The TSA Sub-Committee, if any, shall be the initial contact for resolving disputes arising out of or in connection with this Agreement. In the event that the TSA Sub-Committee is unable to agree on any matter referred to it, any dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, including, without limitation, any dispute relating to the existence, validity, breach or termination of this Agreement shall be escalated to the Transition Committee.

(b) The Parties shall use the procedures set forth in Article VII (Dispute Resolution) of the SDA to resolve any matters as to which the Transition Committee is not able to reach a decision.

Section 10.7. Further References to SDA. Sections 10.2 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial); 10.6 (Severability), and 10.14 (Amendments) of the SDA shall apply mutatis mutandis to the Agreement.

Section 10.8. Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the Parties hereto. No Party is by virtue of this Agreement authorized as an agent, employee or legal representative of the other Party. No Party shall have the power by virtue of this Agreement to control the activities and operations of the other and their status is, and at all times shall continue to be, that of independent contractors with respect to each other. No Party shall have any power or authority to bind or commit the other Party by virtue of this Agreement. No Party shall hold itself out as having any authority or relationship in contravention of this Section 10.8.

Section 10.9. Confidentiality.

(a) The Parties acknowledge that in connection with the provision and receipt of the Transition Services, either Party or any of its Affiliates or its or their respective Representatives (such Party, the “Receiving Party”) may obtain access to Confidential Information of the other Party or any of its Affiliates or its or their respective Representatives (such Party, the “Disclosing Party”).

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(b) Except as to (i) Confidential Information exclusively relating to the SpinCo Business that was already known by Parent, any of its Affiliates, or any of its or their respective Representatives as of the Effective Date, which information shall be treated in accordance with the terms set forth in Section 6.9 of the SDA, the Receiving Party shall refrain from

(i) using any Confidential Information of the Disclosing Party except for the purpose of providing or supporting the provision of Transition Services; and

(ii) disclosing any Confidential Information of the Disclosing Party to any Person, except to such Receiving Party’s Affiliates and its and their respective Representatives as is reasonably required in connection with the exercise of each Party’s rights and obligations under this Agreement (and only subject to disclosure restrictions consistent with those set forth herein).

(c) The Receiving Party shall ensure that each of its Representatives is bound (either pursuant to statutory obligations or contractual confidentiality and non-disclosure provisions) to hold all Confidential Information in confidence to the standard required under this Agreement and ensure that any access by its Representatives to the Disclosing Party’s Confidential Information in any shared environments is granted only on a strict need-to-know basis. The Receiving Party’s Representatives shall not access portions of shared environments or data therein for which they do not have a need to know, and any such access in violation will be considered a breach by the Receiving Party of these confidentiality terms. The Receiving Party shall be liable for any breaches by its Representatives of the obligations under this Section 10.9.

(d) In the event that the Receiving Party is required by any applicable Law to disclose any such Confidential Information, the Receiving Party shall

(i) to the extent permissible by such applicable Law, provide the Disclosing Party with prompt and, if practicable, advance, written notice of such requirement;

(ii) disclose only that information that the Receiving Party determines (with the advice of counsel) is required by such applicable Law to be disclosed; and

(iii) use reasonable efforts to preserve the confidentiality of such Confidential Information, including by, at the Disclosing Party’s request, reasonably cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment shall be accorded such Confidential Information (at the Disclosing Party’s sole cost and expense).

(e) With respect to Representatives of SpinCo or any of its Affiliates that, prior to the Effective Date, were Representatives of Parent or any of its Affiliates, nothing in this Section 10.9 shall vitiate such representative’s confidentiality obligations owed to Parent or any of its Affiliates (other than with respect to Confidential Information related exclusively to the SpinCo Business in accordance with the SDA) as a consequence of such representative’s former relationship with Parent or any of its Affiliates.

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(f) This Section 10.9 shall not apply to any information which the Receiving Party can show

(i) is or becomes available to the public after the Effective Date other than as a result of a disclosure in breach of this Section 10.9;

(ii) becomes available after the Effective Date to the Receiving Party, any of its Affiliates or any of its or their respective Representatives from a source other than the Disclosing Party or any of the Disclosing Party’s Affiliates if the source of such information is not known by the Receiving Party (following reasonable inquiry under the circumstances) to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Disclosing Party any of its Affiliates or any of its or their respective Representatives with respect to such information; or

(iii) is developed independently by the Receiving Party, any of its Affiliates or any of its or their respective Representatives without use of the Disclosing Party’s Confidential Information.

(g) On termination or expiry of this Agreement, this Section 10.9 shall remain in full force and effect for five (5) years from the expiry or the termination of this Agreement, provided, however, that with regard to Confidential Information consisting of either Party’s trade secrets, this Section 10.9 shall apply until such trade secrets have entered the public domain other than by a breach of this Section 10.9.

(h) The Parties acknowledge and agree that a Cybersecurity Incident, a breach of Article 6 (including Appendix C (Data Processing Agreement)), or unauthorized access or disclosure of Personal Information or Protected Health Information shall not be considered a breach of the confidentiality obligations in this Section 10.9

Section 10.10. Access to Information Technology Systems and Data.

(a) If any Party or any of its Affiliates, or its or their employees, suppliers or contractors have access (either on-site or remotely) (the “Accessing Party”) to the other Party’s (the “Granting Party”) Information Technology Systems or Party Data in relation to the Transition Services, the Accessing Party shall:

(i) limit such access solely to the use of such Information Technology Systems and Party Data for purposes of the Transition Services and shall not access or attempt to access Information Technology Systems other than those required for the Transition Services;

(ii) use the Granting Party’s Information Technology Systems and Party Data in accordance with the Granting Party’s reasonable applicable rules, policies, and procedures, as notified to the Accessing Party from time to time, and in accordance with applicable Law. If Service Recipient is granted access to any shared platforms, software,

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systems or networks, Service Provider’s rules, policies and procedures will govern such Service Recipient access and use;

(iii) not make any changes to the Granting Party’s Information Technology Systems or Party Data that may be reasonably expected to have an adverse effect on such systems or data or the provision of the Transition Services;

(iv) not extract or share any data from the Granting Party’s Information Technology Systems other than as required to perform the Transition Services or comply with applicable Law, or as expressly permitted by the terms of the relevant Transition Service as set out in the applicable service description in the Transition Services Schedules or any other transaction document;

(v) use reasonable efforts to ensure that it does not introduce into the Information Technology Systems any (a) any code, program, or sub-program whose purpose is to damage or maliciously interfere with the operation of the computer system containing the code, program, or sub-program, or to halt, disable, or maliciously interfere with the operation of the software, code, program, or sub-program, itself, (b) any code, program, device, method, or token that permits any person to circumvent the normal security of software or a computer system, and (c) any code, program, device, method, or token that permits an unauthorized individual or program to access or take control of software or a computer system; and

(vi) promptly notify the Granting Party (i) of any vulnerabilities in the Accessing Party’s assets that are connected to the Granting Party’s Information Technology Systems and (ii) upon becoming aware of any vulnerability related to the Transition Services or Information Technology Systems utilized in the provision or use of the Transition Services; and

(vii) Promptly terminate access to the Granting Party’s Information Technology Systems and notify the Granting Party if an employee, supplier, or contractor no longer needs access to the Granting Party’s Information Technology Systems or is no longer employed or engaged by the Granting Party

(b) The Accessing Party shall limit such access to the Information Technology Systems and Party Data to:

(i) only employees and contractors who had access to such Information Technology Systems and Party Data immediately prior to the Effective Date; and

(ii) its or its Affiliates’ other employees and contractors with a bona fide need to have such access in connection with the Transition Services as requested in writing by the Accessing Party and approved in writing by the Granting Party as provided in the relevant schedules. Any employees and contractors of the Accessing Party granted such access shall complete any training required by the Granting Party on the permitted and proper access and use of the applicable Information Technology Systems.

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(c) Both, the Accessing Party and the Granting Party shall take reasonable steps to monitor and prevent inappropriate use of the Information Technology Systems. The Granting Party is permitted to monitor access to its Information Technology Systems and review access logs for the purpose of auditing compliance with the access limitations set forth in this Section 10.10.

(d) The Accessing Party will promptly notify the Granting Party of the termination of any of its or its Affiliates’ employees or contractors with a user identification number for the Information Technology Systems and inform each such terminated employee or contractor that their access to and use of Information Technology Systems has been revoked. All user identification numbers and passwords disclosed pursuant to this Agreement and any information obtained by the Accessing Party or its Affiliates as a result of its or its Affiliates’ access to and use of the Granting Party’s Information Technology Systems shall be deemed to be, and treated as, Confidential Information hereunder. The Accessing Party’s and its Affiliates’ employees and contractors shall not share or disclose their user identification numbers and passwords to any other employee or contractor of the Accessing Party or its Affiliates or to any Third Party.

(e) The Accessing Party is responsible for its and its Affiliates’ employees’ and contractors’ use and misuse of the Granting Party’s Information Technology Systems and Party Data. The Granting Party may revoke the access of the Accessing Party’s or its Affiliates’ employee or contractor in the event of an actual or reasonably suspected material violation of this Agreement or the Granting Party’s applicable policies or procedures by such employee or contractor, which policies and procedures have been communicated or made available to such employee or contractor before such violation. The Accessing Party shall cooperate with the Granting Party in the investigation of any actual or suspected unauthorized access by any of the Accessing Party’s or its Affiliates’ employees or contractors to any of the Granting Party’s Information Technology Systems or Party Data.

(f) From the Closing Date, each Party acknowledges that the personnel assigned to Global, System Administrator, or Power User roles for an Information Technology System provided as part of a Transition Service has the ability to access both Parties’ data. Each Party shall ensure that its personnel with such roles complies with all of Service Provider’s security policies, standards and guidelines (including confidentiality and personal data security requirements) and does not tamper with, compromise, or circumvent any security or audit measures employed by Service Provider. Each Party shall ensure that its personnel: (i) uses such access only for the purposes contemplated by this Agreement; and (ii) uses reasonable best efforts to prevent unauthorized access, use, dissemination, destruction, alteration, or loss of information contained within such Information Technology Systems.

(g) Service Provider shall, and shall ensure that its Service Affiliates and the relevant Third Party Providers will, implement, maintain, and comply with reasonable information security measures, that include appropriate physical, technical, organizational, administrative, environmental and other data security safeguards designed to protect Service Recipient Data, and Service Provider Party’s Information Technology Systems Processing Service Recipient Data, against Cybersecurity Incidents. Such program shall also contain any other minimum

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requirements set forth in applicable Law. After confirmation of a Cybersecurity Incident in a Service Provider Party’s Information Technology Systems that impacts Service Recipient Data or Service Recipient’s use of a Transition Service, Service Provider shall:

(i) promptly take actions reasonably designed to prevent or mitigate the effects of the Cybersecurity Incident;

(ii) within seventy-two (72) hours, report the Cybersecurity Incident to Service Recipient via the TSA Sub-Committee and provide a reasonable description of such incident; and

(iii) promptly identify and implement appropriate steps reasonably designed to prevent the Cybersecurity Incident from re-occurring.

(h) Notwithstanding anything in this Agreement to the contrary (including the exclusions of liability in Section 8.3 of this Agreement), or an Ancillary Agreement to the contrary, the Service Provider’s maximum liability for Damages of any kind whatsoever to Service Recipient or any of its Affiliates hereunder relating to, or in connection with any Cybersecurity Incident (whether based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal or equitable theory), including any inability to provide any Transition Services, Migration Support or any services to be provided under any Ancillary Agreement, shall not exceed the liability cap in Section 8.2 of this Agreement.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


			PARENT


			3M Company


			By:			____________________________________
						Name:
						Title:

[SIGNATURE PAGE TO THE TRANSITION SERVICES AGREEMENT]


			SPINCO


			Solventum Corporation


			By:			____________________________________
						Name:
						Title:

[SIGNATURE PAGE TO THE TRANSITION SERVICES AGREEMENT]

Exhibit 10.2

TAX MATTERS AGREEMENT

BY AND BETWEEN

3M COMPANY

AND

SOLVENTUM CORPORATION

DATED AS OF [●], 2024

TABLE OF CONTENTS

Page

Article 1.

Definition of Terms

Article 2.

Responsibility for Tax Liabilities

Section 2.01

General Rule

Section 2.02

Allocation of Federal Taxes.

Section 2.03

Allocation of State Taxes

Section 2.04

Allocation of Foreign Taxes

Section 2.05

Transaction Transfer Taxes and VAT

Section 2.06

Allocation Conventions

Section 2.07

Additional SpinCo Liability

Section 2.08

Additional Parent Liability

Article 3.

Preparation and Filing of Tax Returns

Section 3.01

General

Section 3.02

Parent Responsibility

Section 3.03

SpinCo Responsibility

Section 3.04

Reporting of Transactions

Section 3.05

Distribution Straddle Period Tax Allocation

Section 3.06

Consolidated or Combined Tax Returns

Section 3.07

Right to Review Tax Returns

Section 3.08

SpinCo Carrybacks

Section 3.09

Apportionment of Tax Attributes

Section 3.10

Section 245A Election

Section 3.11

Gain Recognition Agreements

Section 3.12

Transfer Pricing

Article 4.

Calculation of Tax and Payments

Section 4.01

Payment of Taxes with Respect to Tax Returns

Section 4.02

Indemnification Payments

Section 4.03

Method for Making Payments

Article 5.

Refunds

Section 5.01

Refunds

Section 5.02

Parent and SpinCo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation

Article 6.

Tax-Free Status

Section 6.01

Representations and Warranties

Section 6.02

Restrictions on SpinCo.

Section 6.03

Restrictions on Parent

Section 6.04

Procedures Regarding Post-Distribution Rulings and Unqualified Tax Opinions

Section 6.05

Liability for Separation Tax Losses

Article 7.

Assistance and Cooperation

Section 7.01

Assistance and Cooperation

Section 7.02

Tax Return Information

Section 7.03

Reliance by Parent

Section 7.04

Reliance by SpinCo

Article 8.

Tax Records

Section 8.01

Retention of Tax Records

Section 8.02

Access to Tax Records

Article 9.

Tax Contests

Section 9.01

Notice

Section 9.02

Control of Tax Contests

Article 10.

Effective Time; Termination of Prior Intercompany Tax Allocation Agreements

Article 11.

Survival of Obligations

Article 12.

Treatment of Payments

Section 12.01

Treatment of Tax Indemnity and Tax Benefit Payments

Section 12.02

Tax Gross-Up

Section 12.03

Interest Under This Agreement

Article 13.

Disagreements

Section 13.01

Discussion

Section 13.02

Escalation

Section 13.03

Injunctive Relief

Article 14.

Late Payments

Article 15.

Expenses

Article 16.

General Provisions

Section 16.01

Counterparts; Corporate Power

Section 16.02

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

-ii-

Section 16.03

Assignability

Section 16.04

Third-Party Beneficiaries

Section 16.05

Notices

Section 16.06

Severability

Section 16.07

Force Majeure

Section 16.08

No Set-Off

Section 16.09

Expenses

Section 16.10

Headings

Section 16.11

Waivers of Default

Section 16.12

Specific Performance

Section 16.13

Amendments

Section 16.14

Interpretation

Section 16.15

Performance

Section 16.16

Further Action

Section 16.17

Integration

Section 16.18

No Double Recovery

Section 16.19

Subsidiaries

Section 16.20

Successors

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SCHEDULES

Schedule A Specified Restricted Actions

Schedule B Certain Entities

Schedule C Certain SpinCo Representations and Warranties

-iv-

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT, dated as of [●], 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 are herein referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parent Board has determined that it is in the best interests of Parent and its shareholders to create a new publicly traded company that shall operate the SpinCo Business;

WHEREAS, Parent and SpinCo have entered into a Separation and Distribution Agreement, dated as of [●], 2024 (the “Separation and Distribution Agreement”), providing for the separation of the SpinCo Business from the Parent Business (the “Separation”);

WHEREAS, Parent and its Subsidiaries have engaged in certain restructuring transactions to facilitate the Separation as set forth in the Separation Step Plan;

WHEREAS, pursuant to the Separation Step Plan and the terms of the Separation and Distribution Agreement, among other things, (a) as part of the Separation, for Federal Income Tax purposes, Parent contributed certain SpinCo Assets held by it to SpinCo (the “SpinCo Contribution”), in exchange for (i) the assumption by SpinCo of certain SpinCo Liabilities, (ii) the issuance by SpinCo to Parent of SpinCo Shares and (iii) the Cash Transfer; (b) Acelity, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acelity”), merged with and into Acelity LLC, a Delaware limited liability company disregarded as separate from SpinCo for Federal Income Tax purposes (“Acelity LLC”), with Acelity LLC surviving and Parent, in its capacity as sole shareholder of Acelity, receiving SpinCo Shares and cash with an aggregate value equal to the value of Acelity (the “Acelity Merger”); and (c) following the SpinCo Contribution, Parent will distribute to its shareholders at least 80.1% of all the outstanding SpinCo Shares by means of a pro rata distribution, as set forth in the Separation and Distribution Agreement (the “Distribution”);

WHEREAS, following the Distribution, (a) Parent may retain up to 19.9% of the outstanding SpinCo Shares (any SpinCo Shares so retained, the “Retained Stock”), and (b) Parent will sell any Retained Stock in one or more taxable dispositions to third-party investors;

WHEREAS, the Parties intend that, for Federal Income Tax purposes, the External Spin-Off Transactions, taken together, will qualify, in whole or in part, as a “reorganization” within the meaning of Sections 368(a)(1)(D) and 355(a) of the Code;

WHEREAS, prior to consummation of the Distribution, Parent was the common parent of an affiliated group of corporations, including SpinCo, within the meaning of Section 1504 of the Code;

WHEREAS, as a result of the Distribution, SpinCo and its Subsidiaries will cease to be members of the affiliated group of corporations within the meaning of Section 1504 of the Code of which Parent is the common parent; and

WHEREAS, the Parties desire to (a) provide for and agree upon the allocation between the Parties of liabilities for certain Taxes and entitlement to Refunds thereof, allocate responsibility for, and cooperation in, the filing of Tax Returns, and provide for and agree upon other matters relating to Taxes and (b) set forth certain covenants and indemnities relating to the preservation of the U.S. Tax-Free Status and Foreign Tax-Free Status;

NOW THEREFORE, in consideration of the mutual agreements contained herein, the Parties hereby agree as follows:

Article 1. Definition of Terms. For purposes of this Agreement (including the Recitals hereof), the following terms have the following meanings:

“Accounting Firm” has the meaning set forth in Section 13.02.

“Acelity” has the meaning set forth in the Recitals.

“Acelity LLC” has the meaning set forth in the Recitals.

“Acelity Merger” has the meaning set forth in the Recitals.

“Adjustment Request” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, Refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for a Tax Benefit with respect to Taxes previously paid.

“Affiliate” has the meaning set forth in the Separation and Distribution Agreement.

“Agreement” means this Tax Matters Agreement.

“Ancillary Agreements” has the meaning set forth in the Separation and Distribution Agreement.

“Benefited Party” has the meaning set forth in Section 5.01(b).

“Capital Stock” means all classes or series of capital stock, including (a) the common stock, (b) all options, warrants, and other rights to acquire such capital stock, and (c) all instruments treated as stock for Federal Income Tax purposes.

“Cash Adjustment Amount” has the meaning set forth in the Separation and Distribution Agreement.

“Cash Transfer” has the meaning set forth in the Separation and Distribution Agreement.

“Chosen Courts” has the meaning set forth in Section 16.02.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Compensatory Equity Interests” has the meaning set forth in Section 5.02(a).

“Controlled Active Trades or Businesses” means, with respect to the Distribution or any Internal Distribution, the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) by the relevant Controlled Company and the relevant Controlled SAG of the trade(s) or business(es) relied upon to satisfy Section 355(b) of the Code with respect to the Distribution or such Internal Distribution (as described in the Tax Materials), as conducted immediately prior to the Distribution or such Internal Distribution.

“Controlled Company” means any member of the SpinCo Group that was a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in the Distribution or any Internal Distribution (including, for the avoidance of doubt, SpinCo).

“Controlled SAG” means, with respect to a Controlled Company, the “separate affiliated group” of such Controlled Company, within the meaning of Section 355(b)(3)(B) of the Code.

“Designated SpinCo Separate Return” means any SpinCo Separate Return with respect to State Income Taxes for the taxable year ended December 31, 2023, excluding any subsequent amendment of any initially filed SpinCo Separate Return with respect to State Income Taxes for such taxable year.

“Dispute” has the meaning set forth in Section 13.01.

“Distribution” has the meaning set forth in the Recitals.

“Distribution Date” has the meaning set forth in the Separation and Distribution Agreement.

“Distribution Straddle Period” means any Tax Period that begins on or before and ends after the Distribution Date.

“Effective Time” has the meaning set forth in the Separation and Distribution Agreement.

“email” has the meaning set forth in Section 16.05.

“Employee Matters Agreement” has the meaning set forth in the Separation and Distribution Agreement.

“External Spin-Off Transactions” means (a) the SpinCo Contribution, (b) the Distribution, and (c) (i) the receipt by Parent of cash pursuant to the Cash Transfer and (ii) the transfer by Parent of cash received pursuant to the Cash Transfer to one or more creditors of Parent or to Parent shareholders.

“Federal Income Tax” means any Tax imposed by Subtitle A of the Code and any interest, penalties, additions to Tax, or additional amounts in respect of the foregoing.

“Federal Income Tax Benefit” means any Tax Benefit with respect to any Federal Income Tax.

“Federal Other Tax” means any Tax imposed by the federal government of the United States other than any Federal Income Tax and any interest, penalties, additions to Tax, or additional amounts in respect of the foregoing.

“Federal Tax” means any Federal Income Tax or Federal Other Tax.

“Fifty-Percent or Greater Interest” has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code and the Treasury Regulations thereunder.

“Final Determination” means the final resolution of liability for any Tax in connection with a Tax Contest, which resolution may be for a specific issue or adjustment or for a Tax Period: (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the Laws of a state, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of Law) the right of the taxpayer to file a claim for a Tax Benefit or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such Tax Period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or a comparable agreement under the Laws of a state, local, or foreign taxing jurisdiction; (d) by any allowance of a Refund or credit in respect of an overpayment of Tax, but only after the expiration of all Tax Periods during which such Refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; or (e) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

“Force Majeure” has the meaning set forth in the Separation and Distribution Agreement.

“Foreign Income Tax” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income Tax as defined in Treasury Regulations Section 1.901-2, and any interest, penalties, additions to Tax, or additional amounts in respect of the foregoing.

“Foreign Other Tax” means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, other than any Foreign Income Taxes, and any interest, penalties, additions to Tax or additional amounts in respect of the foregoing.

“Foreign Separations” means the internal restructuring transactions intended to effect the separation of the Parent Assets and Parent Liabilities from the SpinCo Assets and SpinCo

Liabilities held by certain subsidiaries of Parent organized in the jurisdictions outside the United States (including through the transfer of equity interests in any such subsidiary).

“Foreign Tax” means any Foreign Income Taxes or Foreign Other Taxes.

“Foreign Tax-Free Status” means, with respect to (a) each of the Foreign Separations, the qualification thereof for non-recognition of income or gain (or similar treatment) for Foreign Income Tax purposes under the laws of the relevant foreign jurisdiction, (b) any Foreign Separation that is covered by a Tax Opinion/Ruling or other written guidance addressing the Foreign Tax treatment thereof, the qualification of such transaction for the Foreign Tax treatment set forth in such Tax Opinion/Ruling or other written guidance, and (c) any Foreign Separation the VAT treatment of which is set forth in a Transaction Document, the qualification of such transaction for the VAT treatment set forth in such Transaction Document.

“Former Employee” has the meaning set forth in the Employee Matters Agreement.

“Governmental Authority” has the meaning set forth in the Separation and Distribution Agreement.

“Group” means the Parent Group or the SpinCo Group, as the context requires.

“Income Tax” means any Federal Income Tax, State Income Tax or Foreign Income Tax.

“Internal Distribution” means the separation of the Parent Assets and Parent Liabilities from the SpinCo Assets and SpinCo Liabilities held by certain subsidiaries of Parent in a transaction intended to qualify, for Federal Income Tax purposes, as a distribution that is generally tax-free pursuant to Section 355(a) (or Sections 355(a) and 368(a)(1)(D)) of the Code.

“Internal Separation Transaction” means any internal restructuring transaction, other than the Internal Distributions, that is (a) undertaken pursuant to the Separation Step Plan and (b) either (i) covered by a Tax Opinion/Ruling or other written guidance addressing the Federal Income Tax treatment thereof or (ii) intended to qualify for non-recognition of income or gain for Federal Income Tax purposes as set forth in the Separation Step Plan.

“IRS” means the U.S. Internal Revenue Service.

“IRS Ruling Request” means the request(s) for private letter rulings filed by Parent on March 15, 2023 with the IRS (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendments or supplements to such request.

“Joint Return” means any Tax Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.

“Law” has the meaning set forth in the Separation and Distribution Agreement.

“Notified Action” has the meaning set forth in Section 6.04(a).

“Other Tax” means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

“Parent” has the meaning set forth in the first sentence of this Agreement.

“Parent Affiliated Group” means the affiliated group (as that term is defined in Section 1504 of the Code and the Treasury Regulations thereunder) of which Parent is the common parent.

“Parent Assets” has the meaning set forth in the Separation and Distribution Agreement.

“Parent Board” has the meaning set forth in the Separation and Distribution Agreement.

“Parent Business” has the meaning set forth in the Separation and Distribution Agreement.

“Parent Capital Stock” means all classes or series of Capital Stock of Parent, including (a) the Parent Shares, (b) all options, warrants, and other rights to acquire such Capital Stock, and (c) all instruments treated as stock in Parent for Federal Income Tax purposes.

“Parent Employee” has the meaning set forth in the Employee Matters Agreement.

“Parent Federal Consolidated Income Tax Return” means any Federal Income Tax Return for the Parent Affiliated Group.

“Parent Foreign Combined Income Tax Return” means (a) a consolidated, combined or unitary or other similar Foreign Income Tax Return or (b) any Foreign Income Tax Return with respect to any profit and/or loss sharing group, group payment or similar group or fiscal unity, in the case of each of clauses (a) and (b), that actually includes, by election or otherwise, one or more members of the Parent Group together with one or more members of the SpinCo Group.

“Parent Group” has the meaning set forth in the Separation and Distribution Agreement.

“Parent Liabilities” has the meaning set forth in the Separation and Distribution Agreement.

“Parent Separate Return” means any Tax Return of any member of the Parent Group (including any consolidated, combined, or unitary Tax Return) that does not include any member of the SpinCo Group.

“Parent Shares” has the meaning set forth in the Separation and Distribution Agreement.

“Parent State Combined Income Tax Return” means a consolidated, combined or unitary Tax Return with respect to State Income Taxes that actually includes, by election or otherwise, one or more members of the Parent Group and one or more members of the SpinCo Group.

“Parties” and “Party” have the meaning set forth in the second sentence of this Agreement.

“Past Practices” has the meaning set forth in Section 3.03(b).

“Payment Date” means (a) with respect to any Parent Federal Consolidated Income Tax Return, (i) the due date for any required installment of estimated Taxes determined under Section 6655 of the Code, (ii) the due date (determined without regard to extensions) for filing such Tax Return determined under Section 6072 of the Code, or (iii) if earlier than the date described in clause (ii), the date such Tax Return is filed, as the case may be, and (b) with respect to any other Tax Return, the corresponding dates determined under applicable Tax Law; in each case, taking into account any automatic or validly elected extensions, deferrals, or postponements of the due date for payment of any such estimated Taxes or any Tax shown on such Tax Return, as applicable.

“Payor” has the meaning set forth in Section 4.02.

“Person” has the meaning set forth in the Separation and Distribution Agreement.

“Post-Distribution Period” means any Tax Period beginning after the Distribution Date and, in the case of any Distribution Straddle Period, the portion of such Distribution Straddle Period beginning the day after the Distribution Date.

“Post-Distribution Ruling” has the meaning set forth in Section 6.02(d)(i).

“Pre-Distribution Period” means any Tax Period ending on or before the Distribution Date and, in the case of any Distribution Straddle Period, the portion of such Distribution Straddle Period ending on the Distribution Date.

“Privilege” means any privilege that may be asserted under applicable law, including any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work-product privileges), the accountant-client privilege, and any privilege relating to internal evaluation processes.

“Proposed Acquisition Transaction” means a transaction or series of transactions (or any agreement, understanding, or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SpinCo management or shareholders, is a hostile acquisition, or otherwise, as a result of which SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo and/or one or more holders of outstanding shares of SpinCo Capital Stock, a number of shares of SpinCo Capital Stock that would, when combined with any other changes in ownership of SpinCo Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise twenty-five percent (25%) or more of (a) the value of all outstanding shares of stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, as of the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a

Proposed Acquisition Transaction shall not include (i) the adoption by SpinCo of a shareholder rights plan or (ii) issuances by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer), in each case, of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

“PTEP” means any earnings and profits of a foreign corporation that would be excluded from gross income pursuant to Section 959 of the Code.

“Refund” means any refund of Taxes, including any refund or reduction in Tax liabilities by means of a credit or offset.

“Representation Letters” means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by, or on behalf of, Parent, SpinCo or others to a Tax Advisor (or a Tax Authority) in connection with the issuance by such Tax Advisor (or Tax Authority) of a Tax Opinion/Ruling.

“Required Party” has the meaning set forth in Section 4.02.

“Restriction Period” means the period beginning on the date hereof and ending on the two (2)-year anniversary of the Distribution Date.

“Retained Stock” has the meaning set forth in the Recitals.

“Retention Date” has the meaning set forth in Section 8.01.

“Ruling Request” means the IRS Ruling Request and/or any other request filed with the IRS or any other Tax Authority requesting rulings regarding the Tax consequences of any transactions contemplated by the Separation Step Plan (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendments or supplements to such request.

“Section 336(e) Election” has the meaning set forth in Section 6.05(g).

“Section 6.02(e) Acquisition Transaction” means any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were fifteen percent (15%) instead of twenty-five percent (25%).

“Separate Returns” means, collectively, Parent Separate Returns and SpinCo Separate Returns.

“Separation” has the meaning set forth in the Recitals.

“Separation and Distribution Agreement” has the meaning set forth in the Recitals.

“Separation-Related Tax Contest” means any Tax Contest in which the IRS, another Tax Authority, or any other Person asserts a position that could reasonably be expected to adversely affect (a) the U.S. Tax-Free Status of any Internal Distribution, Internal Separation Transaction, or External Spin-Off Transaction or (b) the Foreign Tax-Free Status of any Foreign Separation.

“Separation Step Plan” has the meaning set forth in the Separation and Distribution Agreement.

“Separation Tax Losses” means (a) all Taxes imposed pursuant to (or any reduction to a Refund resulting from) any settlement, Final Determination, judgment, or otherwise; (b) all third-party accounting, legal, and other professional fees and court costs incurred in connection with such Taxes (or reduction in a Refund), as well as any other out-of-pocket costs incurred in connection with such Taxes (or reduction in a Refund); and (c) all third-party costs, expenses, and damages associated with any stockholder litigation or other controversies and any amount paid by Parent, SpinCo or any of their respective Affiliates in respect of any liability of or to shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of (i) any External Spin-Off Transaction, Internal Distribution, or Internal Separation Transaction to have U.S. Tax-Free Status or (ii) any Foreign Separation to have Foreign Tax-Free Status.

“Specified Restricted Actions” has the meaning set forth in Schedule A.

“SpinCo” has the meaning set forth in the first sentence of this Agreement, and references herein to SpinCo shall include any entity treated as a successor to SpinCo.

“SpinCo Assets” has the meaning set forth in the Separation and Distribution Agreement.

“SpinCo Business” has the meaning set forth in the Separation and Distribution Agreement.

“SpinCo Capital Stock” means all classes or series of capital stock of SpinCo, including (a) the SpinCo Shares, (b) all options, warrants, and other rights to acquire such capital stock, and (c) all instruments treated as stock in SpinCo for Federal Income Tax purposes.

“SpinCo Carryback” means any net operating loss, net capital loss, excess tax credit, or other similar Tax Item of any member of the SpinCo Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

“SpinCo CFO Certificate” has the meaning set forth in Section 6.02(e).

“SpinCo Contribution” has the meaning set forth in the Recitals.

“SpinCo Employee” has the meaning set forth in the Employee Matters Agreement.

“SpinCo Federal Consolidated Income Tax Return” means any Federal Income Tax Return for the affiliated group (as defined in Section 1504 of the Code) of which SpinCo is the common parent.

“SpinCo Group” has the meaning set forth in the Separation and Distribution Agreement.

“SpinCo Liabilities” has the meaning set forth in the Separation and Distribution Agreement.

“SpinCo Separate Return” means any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary Tax Return) that does not include any member of the Parent Group.

“SpinCo Shares” has the meaning set forth in the Separation and Distribution Agreement.

“State Income Tax” means any Tax imposed by any state of the United States or by any political subdivision of any such state or the District of Columbia, or any city or municipality located therein, which is imposed on or measured by income, including state or local franchise or similar Taxes measured by income, as well as any state or local franchise, capital, or similar Taxes imposed in lieu of or in addition to a Tax imposed on or measured by income and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“State Income Tax Benefit” means any Tax Benefit with respect to any State Income Tax.

“State Other Tax” means any Tax imposed by any state of the United States or by any political subdivision of any such state or the District of Columbia, or any city or municipality located therein, other than any State Income Tax, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

“State Tax” means any State Income Tax or State Other Tax.

“Subsidiary” has the meaning set forth in the Separation and Distribution Agreement.

“Tax” or “Taxes” means (a) all taxes, charges, fees, duties, levies, imposts, rates, or other assessments or governmental charges of any kind imposed by any U.S. federal, state, local, or foreign Tax Authority, including income, gross receipts, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, custom duties, property, sales, use, license, capital stock, transfer, franchise, registration, payroll, withholding, social security (or similar), unemployment, disability, value added, alternative or add-on minimum, or other taxes (including any fee, assessment, or other charge in the nature of or in lieu of any tax), whether disputed or not, and (b) any interest, penalties, additions to tax, or additional amounts in respect of the foregoing. For the avoidance of doubt, Tax includes any increase in Tax as a result of a Final Determination.

“Tax Advisor” means any Tax counsel or accountant of recognized national standing in the United States (or, in the case of any Tax Opinion/Ruling that is an opinion regarding the Foreign Tax treatment of any Foreign Separation, in the relevant foreign jurisdiction(s)).

“Tax Attribute” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, overall foreign loss, excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit (including, for the avoidance of doubt, any item that could reduce “adjusted financial statement income” within the meaning of Section 56A(a) of the Code).

“Tax Authority” means any Governmental Authority imposing any Tax, charged with the collection of Taxes, or otherwise having jurisdiction with respect to any Tax.

“Tax Benefit” means any reduction in liability for Tax as a result of any loss, deduction, Refund, reimbursement, offset, credit, or other item reducing any Taxes otherwise payable.

“Tax Contest” means an audit, review, examination, assessment, or any other administrative or judicial proceeding with respect to Taxes (including any administrative or judicial review of any claim for any Tax Benefit with respect to Taxes previously paid).

“Tax Item” means, with respect to any Income Tax, any item of income, gain, loss, deduction, credit, recapture of credit, or any other item that increases or decreases Taxes paid or payable.

“Tax Law” means the Law of any Governmental Authority relating to any Tax.

“Tax Materials” means (a) the Tax Opinion/Rulings, (b) each Ruling Request, and (c) the Representation Letters.

“Tax Opinion/Ruling” means (a) each opinion of a Tax Advisor or ruling by the IRS or another Tax Authority delivered or issued to Parent or any of its subsidiaries in connection with, and regarding the Federal Income Tax treatment of, (i) any External Spin-Off Transaction, (ii) any Internal Distribution or (iii) any other internal restructuring transaction undertaken pursuant to the Separation Step Plan that is intended to qualify for non-recognition treatment for Federal Income Tax purposes and (b) each opinion of a Tax Advisor or ruling by a Tax Authority delivered or issued to Parent or any of its subsidiaries in connection with, and regarding the Foreign Tax treatment of, any Foreign Separation.

“Tax Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” means any (a) Tax Returns, (b) Tax Return work papers, (c) documentation relating to any Tax Contests and (d) any other books of account or records (whether or not in written, electronic, or other tangible or intangible forms and whether or not

stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority.

“Tax Return” or “Return” means any report of Taxes due, any claim for a Tax Benefit, any information return or estimated Tax return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Third Party” has the meaning set forth in the Separation and Distribution Agreement.

“Transaction Documents” means, collectively, the Separation and Distribution Agreement and the Ancillary Agreements.

“Transaction Transfer Taxes” means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp, notarial, filing, or similar Taxes (other than VAT) imposed on any transfer of assets (including equity interests) or liabilities occurring pursuant to the Transactions.

“Transactions” means the External Spin-Off Transactions and the other transactions contemplated by the Separation Step Plan and the Transaction Documents (including the Internal Distributions, the Internal Separation Transactions, and the Foreign Separations).

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is reasonably acceptable to Parent, and on which Parent may rely to the effect that a transaction will not (a) affect the U.S. Tax-Free Status of any External Spin-Off Transaction or any Internal Distribution or (b) adversely affect any of the conclusions set forth in any Tax Opinion/Ruling regarding the U.S. Tax-Free Status of any External Spin-Off Transaction or any Internal Distribution; provided that any Tax opinion obtained in connection with a proposed acquisition of SpinCo Capital Stock or the Capital Stock of any Controlled Company with respect to any Internal Distribution entered into during the Restriction Period shall not qualify as an Unqualified Tax Opinion unless such Tax opinion concludes that such proposed acquisition will not be treated as “part of a plan (or series of related transactions),” within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, that includes (x) the Distribution or (y) any Internal Distribution. Any such opinion must assume that the External Spin-Off Transactions and/or the Internal Distributions, as relevant, would have qualified for U.S. Tax-Free Status if the transaction in question did not occur.

“U.S. Tax-Free Status” means, with respect to (a) each External Spin-Off Transaction and each Internal Distribution, the qualification thereof (i) as a “reorganization” described in Sections 355(a) and/or 368(a)(1)(D) of the Code and/or as a distribution under Sections 355(a) and (c) of the Code, (ii) as a transaction in which (x) the cash or other property received is property with respect to which no gain is recognized pursuant to Section 361(a) or (b) of the

Code, (y) the stock distributed thereby is “qualified property” with respect to which no gain is recognized pursuant to Sections 355(c) and/or 361(c) of the Code (and neither Section 355(d) nor Section 355(e) applies to treat such property as other than “qualified property” for such purposes), and (z) the members of each of the Parent Group and the SpinCo Group recognize no income or gain pursuant to Sections 355, 361 and/or 1032 of the Code, other than any income or gain recognized as a result of intercompany items or excess loss accounts being taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code, and (b) any Internal Separation Transaction that is (i) covered by a Tax Opinion/Ruling or other written guidance addressing the Federal Income Tax treatment thereof, the qualification of such transaction for the Federal Income Tax treatment set forth in such Tax Opinion/Ruling or other written guidance or (ii) intended to qualify for non-recognition of income or gain for Federal Income Tax purposes as set forth in the Separation Step Plan, the qualification of such transaction for the Federal Income Tax treatment set forth in the Separation Step Plan.

“VAT” means (a) any Tax imposed in compliance with the Council Directive of November 28, 2006, on the common system of value added tax (EC Directive 2006/112) and (b) any other Tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or in addition to, such Tax referred to in clause (a) above, or imposed elsewhere. For the avoidance of doubt, VAT includes goods and services tax, harmonized sales tax, consumption tax, and other similar Taxes.

Article 2. Responsibility for Tax Liabilities.

Section 2.01 General Rule.

(a) Parent Liability. Parent shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for, Taxes that are allocated to Parent under this Article 2.

(b) SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, Taxes that are allocated to SpinCo under this Article 2.

Section 2.02 Allocation of Federal Taxes. Except as otherwise provided in Section 2.05, Section 2.07 or Section 2.08, Federal Taxes shall be allocated as follows:

(a) Federal Income Taxes on Parent Federal Consolidated Income Tax Returns. With respect to any Parent Federal Consolidated Income Tax Return, Parent shall be responsible for any and all Federal Income Taxes due or required to be reported on any such Tax Return.

(b) Federal Income Taxes on Federal Separate Income Tax Returns.

(i) Parent shall be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any Parent Separate Return.

(ii) SpinCo shall be responsible for any and all Federal Income Taxes due with respect to or required to be reported on any SpinCo Separate Return.

(i) Parent shall be responsible for any and all Federal Other Taxes due with respect to or required to be reported on any (A) Parent Separate Return or (B) Joint Return that Parent or any member of the Parent Group is obligated to file under the Code.

(ii) SpinCo shall be responsible for any and all Federal Other Taxes due with respect to or required to be reported on any (A) SpinCo Separate Return or (B) Joint Return that SpinCo or any member of the SpinCo Group is obligated to file under the Code.

Section 2.03 Allocation of State Taxes. Except as otherwise provided in Section 2.05, Section 2.07 or Section 2.08, State Taxes shall be allocated as follows:

(a) State Income Taxes Relating to Parent State Combined Income Tax Returns. With respect to any Parent State Combined Income Tax Return, Parent shall be responsible for any and all State Income Taxes due with respect to or required to be reported on any such Tax Return.

(b) State Income Taxes Relating to Separate Returns.

(i) Parent shall be responsible for any and all State Income Taxes due with respect to or required to be reported on any Parent Separate Return.

(ii) SpinCo shall be responsible for any and all State Income Taxes due with respect to or required to be reported on any SpinCo Separate Return.

(i) Parent shall be responsible for any and all State Other Taxes due with respect to or required to be reported on any (A) Parent Separate Return or (B) Joint Return that Parent or any member of the Parent Group is obligated to file under applicable Tax Law.

(ii) SpinCo shall be responsible for any and all State Other Taxes due with respect to or required to be reported on any (A) SpinCo Separate Return or (B) Joint Return that SpinCo or any member of the SpinCo Group is obligated to file under applicable Tax Law.

Section 2.04 Allocation of Foreign Taxes. Except as otherwise provided in Section 2.05, Section 2.07 or Section 2.08, Foreign Taxes shall be allocated as follows:

(a) Foreign Income Taxes Relating to Parent Foreign Combined Income Tax Returns. Parent shall be responsible for any and all Foreign Income Taxes due with respect to or required to be reported on any Parent Foreign Combined Income Tax Return.

(b) Foreign Income Taxes Relating to Separate Returns.

(i) Parent shall be responsible for any and all Foreign Income Taxes due with respect to or required to be reported on any Parent Separate Return.

(ii) SpinCo shall be responsible for any and all Foreign Income Taxes due with respect to or required to be reported on any SpinCo Separate Return.

(i) Parent shall be responsible for any and all Foreign Other Taxes due with respect to or required to be reported on any (A) Parent Separate Return or (B) Joint Return that Parent or any member of the Parent Group is obligated to file under applicable Tax Law.

(ii) SpinCo shall be responsible for any and all Foreign Other Taxes due with respect to or required to be reported on any (A) SpinCo Separate Return or (B) Joint Return that SpinCo or any member of the SpinCo Group is obligated to file under applicable Tax Law.

Section 2.05 Transaction Transfer Taxes and VAT.

(a) SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for:

(i) all Transaction Transfer Taxes other than any such Taxes for which Parent is liable pursuant to Section 2.05(b)(i); and

(ii) any VAT imposed by any Tax Authority on any transfer occurring pursuant to the Transactions to the extent any member of the SpinCo Group is the transferee with respect to the relevant transfer.

(b) Parent shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for:

(i) any Transaction Transfer Taxes imposed by any Tax Authority on any member of the Parent Group (if such member is primarily liable for such Tax); and

(ii) any VAT imposed by any Tax Authority on any transfer occurring pursuant to the Transactions to the extent any member of the Parent Group is the transferee with respect to the relevant transfer.

Section 2.06 Allocation Conventions. For purposes of Section 2.02, Section 2.03 and Section 2.04, Taxes shall be allocated in accordance with Section 3.02(b), Section 3.05 and Section 3.09 and shall be treated for purposes of determining any liabilities hereunder as required to be reported on the Tax Returns to which such Taxes are allocated in accordance with such sections.

Section 2.07 Additional SpinCo Liability. SpinCo shall be liable for, and shall indemnify and hold harmless the Parent Group from and against any liability for, without duplication:

(a) any Tax (other than Separation Tax Losses) (i) resulting from a breach by SpinCo of any representation or covenant made by SpinCo in this Agreement, the Separation and Distribution Agreement or any other Transaction Document, or any Representation Letter or (ii) imposed under Section 965(l)(1) of the Code as a result of SpinCo or any member of the SpinCo Group becoming an expatriated entity at any time during the ten (10)-year period beginning on December 22, 2017 (within the meaning of Section 965(l) of the Code);

(b) any Separation Tax Losses for which SpinCo is responsible pursuant to Section 6.05(a); and

(c) any costs and expenses (including all legal, accounting and other professional fees and expenses and court costs) incurred in connection with the Taxes described in clauses (a) and (b).

Section 2.08 Additional Parent Liability. Parent shall be liable for, and shall indemnify and hold harmless the SpinCo Group from and against any liability for, without duplication:

(a) any Tax (other than Separation Tax Losses) (i) resulting from a breach by Parent of any representation or covenant made by Parent in this Agreement, the Separation and Distribution Agreement, or any other Transaction Document or any Representation Letter or (ii) imposed under Section 965(l)(1) of the Code as a result of Parent or any member of the Parent Group becoming an expatriated entity at any time during the ten (10)-year period beginning on December 22, 2017 (within the meaning of Section 965(l) of the Code);

(b) any Separation Tax Losses for which Parent is responsible pursuant to Section 6.05(b); and

(c) any costs and expenses (including all legal, accounting and other professional fees and expenses and court costs) incurred in connection with the Taxes described in clauses (a) and (b).

Article 3. Preparation and Filing of Tax Returns.

Section 3.01 General. Except as otherwise provided in this Article 3, Tax Returns shall be prepared and filed when due (taking into account extensions) by the Person obligated to file such Tax Returns under the Code or applicable Tax Law. The Parties shall, and shall cause their respective Affiliates to, provide assistance and cooperation to one another in accordance with Article 7 with respect to the preparation and filing of Tax Returns (including by providing information required to be provided pursuant to Article 7).

Section 3.02 Parent Responsibility.

(a) Parent has the exclusive obligation and right to prepare and file, or cause to be prepared and filed, (i) Parent Federal Consolidated Income Tax Returns for any Tax Periods ending before, on or after the Distribution Date; (ii) Parent State Combined Income Tax Returns, Parent Foreign Combined Income Tax Returns, and any other Joint Returns that Parent reasonably determines are required to be filed (or that Parent chooses to be filed) by Parent or any member of the Parent Group for Tax Periods ending before, on or after the Distribution Date; (iii) Parent Separate Returns and SpinCo Separate Returns that Parent reasonably determines are required to be filed by the Parties or any of their Affiliates for Tax Periods ending before, on or after the Distribution Date (limited, in the case of SpinCo Separate Returns, to such Tax Returns as are required to be filed (taking into account extensions) on or before the Distribution Date); and (iv) Designated SpinCo Separate Returns.

(b) With respect to the Parent Federal Consolidated Income Tax Return for the taxable year that includes the Distribution Date, Parent may determine in its sole discretion whether to make a ratable election under Treasury Regulations Section 1.1502-76(b)(2)(ii) with respect to SpinCo. SpinCo shall, and shall cause each member of the SpinCo Group to, take all actions necessary to give effect to any such election. Except as otherwise provided in Section 3.04, Parent shall prepare any Tax Return that it has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.02(a), in accordance with reasonable Tax accounting practices selected by Parent.

Section 3.03 SpinCo Responsibility.

(a) SpinCo shall prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the SpinCo Group other than those Tax Returns which Parent is required or entitled to prepare and file pursuant to Section 3.02. The Tax Returns required to be prepared and filed by SpinCo under this Section 3.03 shall include (i) any SpinCo Federal Consolidated Income Tax Return for Tax Periods ending after the Distribution Date and (ii) SpinCo Separate Returns (other than any Designated SpinCo Separate Return) required to be filed (taking into account extensions) after the Distribution Date.

(b) Except as otherwise provided in Section 3.04, with respect to any Tax Return that SpinCo has the obligation and right to prepare and file, or cause to be prepared and filed, pursuant to Section 3.02(a) or Section 3.03(a), for any Pre-Distribution Period or Distribution Straddle Period (or any Tax Period beginning after the Distribution Date to the extent items

reported on such Tax Return could reasonably be expected to affect items reported on any Tax Return that Parent has the obligation or right to prepare and file for any Tax Period), such Tax Return shall be prepared in accordance with past practices (including, for the avoidance of doubt, any past practices with respect to transfer pricing methodologies), accounting methods, elections or conventions (“Past Practices”) used with respect to such items (or similar arrangements) on Parent Tax Returns (unless there is no reasonable basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no reasonable basis for the use of such Past Practices), in accordance with reasonable Tax practices, accounting methods, elections or conventions selected by SpinCo; provided, however, no determination shall be made that (i) there is no reasonable basis for the use of Past Practices or (ii) any item is not covered by Past Practices, in each case, without Parent’s prior consent to such determination.

Section 3.04 Reporting of Transactions. Except to the extent otherwise required (x) by a change in applicable law or (y) as a result of a Final Determination, (a) neither Parent nor SpinCo shall (and shall not permit or cause any member of its respective Group to) take any position that is inconsistent with the treatment of (i) any External Spin-Off Transaction, any Internal Distribution, or any Internal Separation Transaction, in each case, as having U.S. Tax-Free Status (or analogous status under state or local law) or (ii) any Foreign Separation intended to have Foreign Tax-Free Status as having such status, and (b) SpinCo shall not (and shall not permit or cause any member of the SpinCo Group to) take any position with respect to any material item of income, deduction, gain, loss, or credit on a Tax Return, or otherwise treat such item in a manner that is inconsistent with the manner in which such item is reported on a Tax Return that Parent has the obligation or right to file pursuant to Section 3.02(a) (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return); provided, however, that, notwithstanding anything to the contrary herein, (a) if Parent determines that (x) any Foreign Separation intended to have Foreign Tax-Free Status does not qualify for such status or (y) there has been a change in relevant facts after the Distribution Date as a result of which (i) any External Spin-Off Transaction, any Internal Distribution, or any Internal Separation Transaction does not qualify for U.S. Tax-Free Status or (ii) any Foreign Separation intended to have Foreign Tax-Free Status does not qualify for such status, then (b) Parent shall promptly notify SpinCo in writing and, following such notice, each of the Parties shall report the relevant Foreign Separation, External Spin-Off Transaction, Internal Distribution, or Internal Separation Transaction, as applicable, in the manner set forth in such notice (and shall not be permitted to take positions inconsistent with such notice).

Section 3.05 Distribution Straddle Period Tax Allocation. In the case of any Distribution Straddle Period, Tax Items shall be apportioned between Pre-Distribution Periods and Post-Distribution Periods in accordance with the principles of Treasury Regulations Section 1.1502-76(b) as reasonably interpreted and applied by Parent. In determining the apportionment of Tax Items between Pre-Distribution Periods and Post-Distribution Periods, any Tax Items relating to the Transactions shall be treated as extraordinary items described in Treasury Regulations Section 1.1502-76(b)(2)(ii)(C) and shall (to the extent arising on or prior to the Distribution Date) be allocated to the Pre-Distribution Period, and any Taxes related to such items shall be treated under Treasury Regulations Section 1.1502-76(b)(2)(iv) as relating to such

extraordinary item and shall (to the extent arising on or prior to the Distribution Date) be allocated to the Pre-Distribution Period.

Section 3.06 Consolidated or Combined Tax Returns. SpinCo will elect and join, and will cause its Affiliates to elect and join, in filing any Parent State Combined Income Tax Returns and any Joint Returns that Parent determines are required to be filed or that Parent chooses to file pursuant to Section 3.02(a). With respect to any Tax Return relating to any Tax Period (or portion thereof) ending on or prior to the Distribution Date, which Tax Return otherwise would be a SpinCo Separate Return, SpinCo will elect and join, and will cause its respective Affiliates to elect and join, in filing consolidated, unitary, combined, or other similar joint Tax Returns, to the extent each entity is eligible to join in such Tax Returns, upon Parent’s request.

Section 3.07 Right to Review Tax Returns.

(a) General. The Party that has responsibility for preparing and filing any material Tax Return under this Agreement shall make such Tax Return (or the relevant portions thereof) and related work papers available for review by the other Party, if requested, to the extent the requesting Party (i) is or would reasonably be expected to be liable for Taxes reflected on such Tax Return, (ii) is or would reasonably be expected to be liable for any additional Taxes owing as a result of adjustments to the amount of such Taxes reported on such Tax Return, (iii) has or would reasonably be expected to have a claim for Tax Benefits under this Agreement in respect of items reflected on such Tax Return, or (iv) reasonably requires such documents to confirm compliance with the terms of this Agreement; provided, however, that, notwithstanding anything in this Agreement to the contrary, Parent shall not be required to make any Parent Federal Consolidated Income Tax Return available for review by SpinCo. The Party that has responsibility for preparing and filing such Tax Return under this Agreement shall use reasonable efforts to make such Tax Return (or the relevant portions thereof) and related work papers available for review as required under this paragraph sufficiently in advance of the due date for filing such Tax Return to provide the reviewing Party with a meaningful opportunity to review and comment on such Tax Return and shall consider such comments in good faith. The Parties shall attempt in good faith to resolve any material disagreement arising out of the review of such Tax Return and, failing such resolution, any material disagreement shall be resolved in accordance with the provisions of Article 13 as promptly as practicable.

(b) Execution of Returns Prepared by Other Party. In the case of any Tax Return that is required to be prepared by one Party under this Agreement and that is required by law to be signed by the other Party (or by its authorized representative), the Party that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a “more likely than not” basis (or comparable standard under state, local, or foreign law) for the Tax treatment of each material item reported on the Tax Return.

Section 3.08 SpinCo Carrybacks. SpinCo hereby agrees that, unless Parent otherwise consents in writing, (a) no Adjustment Request with respect to any Joint Return shall be filed, (b) any available elections to waive the right to claim in any Pre-Distribution Period with respect to any Joint Return any SpinCo Carryback arising in a Post-Distribution Period shall

be made, and (c) no affirmative election shall be made to claim any such SpinCo Carryback; provided, however, that the Parties agree that any such Adjustment Request shall be made with respect to, and Parent shall consent to, any SpinCo Carryback related to Federal or State Income Taxes, upon the reasonable request of SpinCo, if (x) such SpinCo Carryback is necessary to prevent the loss of the Federal and/or State Income Tax Benefit of such SpinCo Carryback (including, but not limited to, an Adjustment Request with respect to a SpinCo Carryback of a federal or state capital loss arising in a Post-Distribution Period to a Pre-Distribution Period), and (y) such Adjustment Request will cause no Tax detriment to Parent, the Parent Group or any member of the Parent Group. Any Adjustment Request to which Parent consents under this Section 3.08 shall be prepared and filed by the Party that has responsibility for filing the Tax Return to be adjusted.

Section 3.09 Apportionment of Tax Attributes.

(a) If the Parent Affiliated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned to SpinCo or any member of the SpinCo Group and treated as a carryover to the first Post-Distribution Period of SpinCo (or such member) shall be determined by Parent in accordance with (or otherwise in a manner that is not inconsistent with) the Code, Treasury Regulations and other administrative guidance, including (i) in the case of a Tax Attribute other than earnings and profits, Treasury Regulations Sections 1.1502-9(c), 1.1502-21, 1.1502-22, and 1.1502-79, and (ii) in the case of earnings and profits, in accordance with Section 312(h) of the Code and Treasury Regulations Section 1.312-10.

(b) No Tax Attribute with respect to consolidated Federal Income Tax of the Parent Affiliated Group, other than those described in Section 3.09(a), and no Tax Attribute with respect to any consolidated, combined, or unitary State or Foreign Income Tax, in each case, arising in respect of a Joint Return shall be apportioned to SpinCo or any member of the SpinCo Group, except as Parent (or such member of the Parent Group as Parent shall designate) determines is otherwise required under applicable law.

(c) Parent shall use commercially reasonable efforts to determine or cause its designee to determine the portion, if any, of any Tax Attribute that must (absent a Final Determination to the contrary) be apportioned to SpinCo or any member of the SpinCo Group in accordance with this Section 3.09 and applicable law and the amount of Tax basis and earnings and profits (including, for the avoidance of doubt, PTEP) to be apportioned to SpinCo or any member of the SpinCo Group in accordance with this Section 3.09 and applicable Law, and shall provide written notice of the calculation thereof to SpinCo as soon as reasonably practicable after Parent or its designee prepares such calculation. For the absence of doubt, Parent shall not be liable to SpinCo or any member of the SpinCo Group for any failure of any determination under this Section 3.09 to be accurate or sustained under applicable Law, including as the result of any Final Determination.

(d) Any written notice delivered by Parent pursuant to Section 3.09(c) shall be binding on SpinCo and each member of the SpinCo Group and shall not be subject to dispute resolution; provided that Parent shall consider in good faith any reasonable comments SpinCo may timely provide with respect to such written notice. Except to the extent otherwise required

by a change in applicable Law or pursuant to a Final Determination, SpinCo shall not take any position (whether on a Tax Return or otherwise) that is inconsistent with the information contained in any such written notice.

Section 3.10 Section 245A Election. With respect to any member of the SpinCo Group that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code immediately prior to the Distribution, Parent may, in its sole discretion, make or cause to be made the election under Treasury Regulations Section 1.245A-5(e)(3)(i) (or any successor provision of Tax law that allows a closing of the books election) to close such entity’s Tax year for Federal Income Tax purposes as of the Effective Time.

Section 3.11 Gain Recognition Agreements. SpinCo shall, and shall cause its applicable domestic subsidiaries to, enter into a new “gain recognition agreement” within the meaning of Treasury Regulations Sections 1.367(a)-8(b)(1)(iv) and (c)(5) with respect to each of the transfers notified in writing by Parent to SpinCo within 180 days following the Distribution Date in order to avoid the occurrence of any “triggering event” within the meaning of Treasury Regulations Section 1.367(a)-8(j) that would otherwise occur as a result of the Transactions.

Section 3.12 Transfer Pricing. If, as the result of any Final Determination relating to intercompany transfer pricing (or any comparable intercompany arrangement) with respect to any item or items reflected on any Income Tax Return of a member of the Parent Group or the SpinCo Group for a Pre-Distribution Period, there is an increase in Income Taxes payable for such Tax Period by any member of the Parent Group or the SpinCo Group, respectively, then, upon the reasonable written request of, and at the expense of, Parent or SpinCo, as applicable, SpinCo or Parent, as applicable, shall (and shall cause its respective Affiliates to) amend any Tax Returns of any member of the SpinCo Group or the Parent Group, as applicable, to the extent such amendment would result in a corresponding or correlative reduction in Taxes otherwise payable by a member of the SpinCo Group or the Parent Group, as applicable, and shall promptly pay over any Tax Benefit actually realized in cash as a result of such amendment (determined on a “with or without” basis); provided, however, that no Party (nor any of its Affiliates) shall (a) have any obligation to amend any Tax Return pursuant to this Section 3.12 to the extent doing so would have an adverse effect on such Party (or any of its Affiliates) that is material or (b) be obligated to make a payment required pursuant to this Section 3.12 to the extent making such payment would place such Party (or any of its Affiliates) in a less favorable net after-Tax position than such Party (or such Affiliate) would have been in if the relevant Tax Benefit had not been realized. If a Party or one of its Affiliates pays over any amount pursuant to the preceding sentence and such Tax Benefit is subsequently disallowed or adjusted, the Parties shall promptly make appropriate payments (including in respect of any interest paid or imposed by any Tax Authority) to reflect such disallowance or adjustment.

Article 4. Calculation of Tax and Payments.

Section 4.01 Payment of Taxes with Respect to Tax Returns. Subject to Section 4.02:

(a) with respect to any Tax Return, the Party responsible for filing such Tax Return shall pay any Tax required to be paid to the applicable Tax Authority on or before the relevant Payment Date; provided that, if (i) without regard to this proviso, such Tax is a Tax for which the Required Party is liable, and (ii) the applicable Tax Authority imposes interest or other similar additional amounts with respect to such Tax in advance of the Payment Date, then the “Payment Date” for purposes of this Section 4.01(a) shall instead refer to the last date on which payment of the Tax may be made without the Payor incurring any such interest or other additional amounts, and

(b) in the case of any adjustment pursuant to a Final Determination with respect to any Tax Return, the Party responsible for filing such Tax Return shall pay to the applicable Tax Authority when due (taking into account any automatic or validly elected extensions, deferrals, or postponements) any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination.

Section 4.02 Indemnification Payments. If a Party (the “Payor”) is required pursuant to Section 4.01 (other otherwise under applicable Tax law) to pay to a Tax Authority a Tax for which another Party (the “Required Party”) is liable, in whole or in part, under this Agreement (including, for the avoidance of doubt, any administrative or judicial deposit required to be paid by the Payor to a Tax Authority or other Governmental Authority to pursue any Tax Contest, to the extent the Required Party would be liable under this Agreement for any Tax resulting from such Tax Contest), the Required Party shall reimburse the Payor within ten (10) business days of the delivery by the Payor to the Required Party of notification of the amount owed by the Required Party, together with reasonable documentation showing the basis for the calculation of such amount and evidence of payment of such amounts by the Payor to the relevant Tax Authority or other Governmental Authority, provided that no such payment shall be required to be made earlier than five (5) business days prior to the relevant due date for payment of such Tax to the applicable Tax Authority or other Governmental Authority, taking into account any automatic or validly elected extensions, deferrals or postponements. If the amount to be paid by the Required Party pursuant to this Section 4.02 is in respect of any Tax in excess of $5 million required to be paid by the Payor to a single Tax Authority or other Governmental Authority on or prior to a single due date (taking into account any automatic or validly elected extensions, deferrals, or postponements), then the Required Party shall pay the Payor such amount no later than the later of (i) three (3) business days after delivery by the Payor to the Required Party of notification of the amount owed by the Required Party, together with reasonable documentation showing the basis for the calculation of such amount, and (ii) seven (7) business days prior to the due date for the payment of such Tax (taking into account any

automatic or validly elected extensions, deferrals, or postponements). All indemnification payments shall be treated in the manner described in Section 12.01.

Section 4.03 Method for Making Payments. All indemnification payments required to be made under this Agreement shall be made by Parent directly to SpinCo and by SpinCo directly to Parent; provided, however, that, if the Parties mutually agree with respect to any such indemnification payment, any member of the Parent Group, on the one hand, may make such indemnification payment to any member of the SpinCo Group on the other hand, and vice versa.

Article 5. Refunds.

Section 5.01 Refunds.

(a) Except as set forth below, (i) Parent shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of (A) Taxes for which Parent is liable hereunder and (B) Foreign Income Taxes reported on any Tax Return for a Tax Period ending on or prior to (or including) the Distribution Date to the extent such Refund results in any member of the Parent Group actually realizing a cash Tax detriment arising from the disallowance or adjustment of any foreign Tax credit claimed by the Parent Group (taking into account any interest payable to the applicable Tax Authority as a result of such disallowance or adjustment) and such Tax detriment would not have arisen but for such disallowance or adjustment (determined on a “with and without” basis), (ii) SpinCo shall be entitled to any Refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which SpinCo is liable hereunder, and (iii) a Party receiving a Refund to which the other Party is entitled hereunder in whole or in part shall pay over such Refund (or portion thereof) to such other Party within ten (10) business days after such Refund is received or the benefit of such Refund is realized. To the extent that a Tax Authority requires Parent to apply or cause to be applied an overpayment of Taxes for which SpinCo (after the Distribution Date) is liable under this Agreement as a credit toward or a reduction in Taxes otherwise payable by Parent in lieu of a Refund and such overpayment of Taxes, if received as a Refund, would have been payable by Parent to SpinCo pursuant to this Section 5.01(a), Parent shall pay such amount to SpinCo no later than the Payment Date for the Tax Return for which such overpayment is applied. To the extent that a Tax Authority requires SpinCo to apply or cause to be applied an overpayment of Taxes for which Parent (after the Distribution Date) is liable under this Agreement as a credit toward or a reduction in Taxes otherwise payable by SpinCo in lieu of a Refund and such overpayment of Taxes, if received as a Refund, would have been payable by SpinCo to Parent pursuant to this Section 5.01(a), SpinCo shall pay such amount to Parent no later than the Payment Date for the Tax Return for which such overpayment is applied. Notwithstanding anything to the contrary herein, no Party (or any Affiliates of any Party) shall be obligated to make a payment otherwise required pursuant to this Section 5.01(a) to the extent making such payment would place such Party (or any of its Affiliates) in a less favorable net after-Tax position than such Party (or such Affiliate) would have been in if the relevant Refund had not been realized.

(b) If (i) (A) a member of the SpinCo Group actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination or reporting required by clause (x) or clause (y) of Section 3.04, in each case, that increases Taxes for which a member of the Parent Group is liable (or reduces any Tax Attribute of a member of the Parent Group) and such Tax Benefit would not have arisen but for such adjustment or reporting (determined on a “with and without” basis) or (B) a member of the Parent Group (such member of the Parent Group, in the case of this clause (B), and the relevant member of the SpinCo Group, in the case of clause (A), the “Benefited Party”) actually realizes in cash any Tax Benefit as a result of an adjustment pursuant to a Final Determination or reporting required by clause (x) or clause (y) of Section 3.04, in each case, that increases any Taxes for which a member of the SpinCo Group is liable (or reduces any Tax Attribute of a member of the SpinCo Group) and such Tax Benefit would not have arisen but for such adjustment or reporting (determined on a “with and without” basis), and (ii) the aggregate Tax Benefit realized or realizable by the Benefited Party as a result of such adjustment or reporting would reasonably be expected to exceed $5 million, then the Benefited Party shall pay to the other Party, within ten (10) business days following such actual realization of the Tax Benefit, an amount equal to such Tax Benefit actually realized in cash (including any Tax Benefit actually realized as a result of the payment). Notwithstanding anything to the contrary herein, no Party (or any Affiliates of any Party) shall be obligated to make a payment otherwise required pursuant to this Section 5.01(b) to the extent making such payment would place such Party (or any of its Affiliates) in a less favorable net after-Tax position than such Party (or such Affiliate) would have been in if the relevant Tax Benefit had not been realized.

(c) If a Party or one of its Affiliates pays over any amount pursuant to this Section 5.01 in respect of a Refund or Tax Benefit and all or a portion of such Refund or Tax Benefit is subsequently disallowed or adjusted by a Tax Authority or in a Tax Contest, such disallowance or adjustment shall be allocated to the Parties in the same manner in which such Refund or Tax Benefit was allocated pursuant to this Section 5.01, and an appropriate adjusting payment shall be promptly made (including in respect of any interest paid or imposed by any Tax Authority) to reflect such disallowance or adjustment.

(d) No later than ten (10) business days after a Tax Benefit described in Section 5.01(b) is actually realized in cash by the Benefited Party, Parent (if the Benefited Party is a member of the Parent Group) or SpinCo (if the Benefited Party is a member of the SpinCo Group) shall provide the other Party with a written calculation of the amount payable to the other Party by the Benefited Party pursuant to this Article 5. If such other Party disagrees with any such calculation described in this Section 5.01(d), such other Party shall so notify the Benefited Party in writing within ten (10) business days of receiving the written calculation set forth above in this Section 5.01(d). The Parties shall endeavor in good faith to resolve such disagreement and, failing that, the amount payable under this Article 5 shall be determined in accordance with the provisions of Article 13 as promptly as practicable.

(e) SpinCo shall be entitled to any Refund that is attributable to, and would not have arisen but for, a SpinCo Carryback pursuant to the proviso set forth in Section 3.08; provided, however, that SpinCo shall indemnify and hold the members of the Parent Group harmless from

and against any and all collateral Tax consequences resulting from or caused by any such SpinCo Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the Parent Group or an Affiliate thereof if (i) such Tax Attributes expire unutilized, but would have been utilized but for such SpinCo Carryback, or (ii) the use of such Tax Attributes is postponed to a later Tax Period than the Tax Period in which such Tax Attributes would have been utilized but for such SpinCo Carryback. Any such payment of such Refund made by Parent to SpinCo pursuant to this Section 5.01(e) shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a Parent Group Tax Attribute to a Tax Period in respect of which such Refund is received) that would affect the amount to which SpinCo is entitled, and an appropriate adjusting payment shall be made by SpinCo to Parent such that the aggregate amount paid pursuant to this Section 5.01(e) equals such recalculated amount.

Section 5.02 Parent and SpinCo Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation.

(a) Allocation of Deductions. To the extent permitted by applicable law, Income Tax deductions arising by reason of the grants of or exercises of options or stock appreciation rights or the grants of or vesting or settlement of restricted stock units, performance share awards, or deferred stock unit awards, in each case, following the Effective Time, with respect to Parent stock or SpinCo stock (such options, stock appreciation rights, restricted stock units, performance share awards, and deferred stock unit awards, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed (i) in the case of a Parent Employee or Former Employee, solely by the Parent Group, (ii) in the case of a SpinCo Employee, solely by the SpinCo Group, and (iii) in the case of a non-employee director, by the issuing corporation.

(b) Withholding and Reporting. To the extent permitted by applicable law, responsibility for all applicable Taxes (including, but not limited to, withholding and excise Taxes) and the obligation to satisfy, or cause to be satisfied, all applicable Tax withholding and/or reporting obligations, in each case, with respect to Compensatory Equity Interests held by a current or former employee or non-employee director shall be allocated to and borne by: (i) in the case of a Parent Employee or Former Employee, solely the Parent Group, (ii) in the case of a SpinCo Employee, solely the SpinCo Group, and (iii) in the case of a non-employee director, the issuing corporation.

Article 6. Tax-Free Status.

Section 6.01 Representations and Warranties.

(a) Each of Parent and SpinCo hereby represents and warrants that (i) it has reviewed each of the Tax Materials, and (ii) subject to any qualifications therein, all information, representations and covenants contained therein that relate to such Party or any member of its Group are true, correct, and complete.

(b) SpinCo represents and warrants that (i) it has no plan or intention of taking any action, or failing to take any action (or causing or permitting any member of its Group to take or

fail to take any action), that could reasonably be expected to cause any representation or factual statement made in this Agreement, the Separation and Distribution Agreement, any other Transaction Document or the Tax Materials to be untrue, and (ii) during the two (2)-year period ending on the Distribution Date, there was no “agreement, understanding, arrangement, or substantial negotiations” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding an acquisition of all or a significant portion of the SpinCo Capital Stock or the Capital Stock of any Controlled Company (or any predecessor of SpinCo or any Controlled Company); provided that no representation or warranty is made regarding the absence of any “agreement, understanding, arrangement, or substantial negotiations” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of Parent (or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors) who are not officers or directors of SpinCo.

(c) SpinCo represents and warrants that it has no plan or intention of selling, transferring or otherwise disposing of, or liquidating, merging, amalgamating, consolidating, converting (through a check-the-box election or otherwise) (or causing or permitting any member of its Group to take any such action with respect to) any equity interests in the entities set forth on Schedule B.

(d) SpinCo makes the representations and warranties set forth on Schedule C.

Section 6.02 Restrictions on SpinCo.

(a) SpinCo agrees that it will not take or fail to take, and will not cause or permit any of its Affiliates to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, statement, information, covenant, or representation in this Agreement, the Separation and Distribution Agreement, any other Transaction Documents, or any of the Tax Materials.

(b) SpinCo agrees that it will not take or fail to take, and will not cause or permit any of its Affiliates to take or fail to take, any action where such action or failure to act would, or could reasonably be expected to, prevent U.S. Tax-Free Status or Foreign Tax-Free Status.

(c) SpinCo agrees that, from the date hereof until the first business day after the Restriction Period, it will (and will cause each Controlled Company and each Controlled SAG to) (i) maintain the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of the Controlled Active Trades or Businesses, and (ii) not engage in any transaction that would result in any Controlled Company ceasing to be engaged in the active conduct of the relevant Controlled Active Trades or Businesses for purposes of Section 355(b)(2) of the Code.

(d)

(i) SpinCo agrees that, from the date hereof until the first business day after the Restriction Period, it will not:

(A) enter into any Proposed Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (1) redeeming rights under a shareholder rights plan, (2) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, or (3) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the General Corporation Law of the State of Delaware or any similar corporate statute, any “fair price” or other provision of the charter or bylaws of SpinCo or otherwise);

(B) liquidate or partially liquidate (including taking any action that is a liquidation for Federal Income Tax purposes);

(D) in a single transaction or series of transactions (1) sell, transfer, or otherwise dispose of or agree to sell, transfer, or otherwise dispose of (including in any transaction treated for Federal Income Tax purposes as a sale, transfer, or disposition), other than sales, transfers, or other dispositions of inventory in the ordinary course of business, all or substantially all the assets (including any shares of capital stock of a Subsidiary) that were transferred to SpinCo pursuant to the SpinCo Contribution, or (2) sell, transfer, or otherwise dispose of or agree to sell, transfer, or otherwise dispose of (including in any transaction treated for Federal Income Tax purposes as a sale, transfer, or disposition) twenty-five percent (25%) or more of the consolidated gross assets of SpinCo and its Affiliates or the gross assets of the Controlled Active Trade or Business relied upon by SpinCo (in each case, such percentage to be measured based on fair market value of the assets as of the Distribution Date);

(E) redeem or otherwise repurchase (directly or through an Affiliate) any SpinCo Capital Stock, or rights to acquire SpinCo Capital Stock, except to the extent such repurchases meet the requirements of section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1 C.B. 696 (as in effect prior to the amendment by Revenue Procedure 2003-48);

(F) amend its certificate of incorporation (or other organizational documents) or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of SpinCo Capital Stock (including, without limitation, through the conversion of one class of SpinCo Capital Stock into another class of SpinCo Capital Stock);

(G) take any other action or actions (including any action or transaction that would reasonably be expected to be inconsistent with any representation or covenant made in the Tax Materials) which in the aggregate (and taking into account any other transactions described in this Section 6.02(d)(i)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly Capital Stock representing a Fifty-Percent or Greater Interest in SpinCo (or any successor) or otherwise jeopardize the U.S. Tax-Free Status of the Distribution, any Internal Distribution, or any Internal Separation Transaction; or

(H) cause or permit any Controlled Company in any Internal Distribution to take any action or enter into any transaction described in the preceding clauses (B) through (G) (substituting references therein to “SpinCo,” the “SpinCo Contribution,” and “SpinCo Capital Stock” with references to the relevant Controlled Company, the transfer of assets to such Controlled Company pursuant to the Transactions, and the Capital Stock of such Controlled Company);

in each case, unless, prior to taking any such action set forth in the foregoing clauses (A) through (H), (x) SpinCo shall have requested that Parent obtain a private letter ruling (or, if applicable, a supplemental private letter ruling) from the IRS and/or other ruling from an applicable Tax Authority (a “Post-Distribution Ruling”) in accordance with Section 6.04(a) and (c) to the effect that such transaction will not affect the U.S. Tax-Free Status of any External Spin-off Transaction or any Internal Distribution, and Parent shall have received such Post-Distribution Ruling in form and substance satisfactory to Parent in its discretion (and in determining whether a Post-Distribution Ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and management’s representations made in connection with such Post-Distribution Ruling), (y) SpinCo shall have provided Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its discretion (and in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and any management representations used as a basis for the opinion), or (z) Parent shall have waived (which waiver may be withheld by Parent in its sole and absolute discretion) the requirement to obtain such Post-Distribution Ruling and/or Unqualified Tax Opinion.

(ii) SpinCo agrees that, unless Parent consents in writing, it will not (and will not cause or permit any of its Affiliates to) take any of the Specified Restricted Actions.

(e) Certain Acquisitions of SpinCo Capital Stock. If SpinCo proposes to enter into any Section 6.02(e) Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Section 6.02(e) Acquisition Transaction, proposes to permit any Section 6.02(e) Acquisition Transaction to occur, in each case, during the period from the date hereof until the first business day after the Restriction Period, SpinCo shall provide Parent, no later than ten (10) days following the signing of any written agreement with respect to the Section 6.02(e) Acquisition Transaction, with a written description of such transaction (including the type and amount of

SpinCo Capital Stock to be issued in such transaction) and a certificate of the Chief Financial Officer of SpinCo to the effect that the Section 6.02(e) Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section 6.02(d)(i) apply (a “SpinCo CFO Certificate”).

Section 6.03 Restrictions on Parent. Parent agrees that it will not take or fail to take, and will not cause or permit any member of the Parent Group to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any material, statement, information, covenant, or representation in this Agreement, the Separation and Distribution Agreement, any other Transaction Documents, or any of the Tax Materials. Parent agrees that it will not take or fail to take, and will not cause or permit any member of the Parent Group to take or fail to take, any action where such action or failure to act would, or could reasonably be expected to, prevent U.S. Tax-Free Status or Foreign Tax-Free Status.

Section 6.04 Procedures Regarding Post-Distribution Rulings and Unqualified Tax Opinions.

(a) Post-Distribution Rulings or Unqualified Tax Opinions at SpinCo’s Request. If SpinCo notifies Parent that it desires to take one of the actions described in Section 6.02(d)(i) (a “Notified Action”), Parent shall cooperate with SpinCo and use its commercially reasonable efforts to seek to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take such Notified Action, unless Parent shall have waived the requirement to obtain such ruling or opinion. Notwithstanding the foregoing, Parent shall not be required to file, cooperate in the filing of, or provide consent for SpinCo to file any request for a Post-Distribution Ruling under this Section 6.04(a) unless SpinCo represents that (i) it has reviewed the request for such Post-Distribution Ruling, and (ii) all statements, information, and representations relating to any member of the SpinCo Group contained in such request and related documents are (subject to any qualifications therein) true, correct, and complete. SpinCo shall reimburse Parent for all reasonable costs and expenses incurred by the Parent Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by SpinCo within ten (10) business days after receiving an invoice from Parent therefor.

(b) Post-Distribution Rulings or Unqualified Tax Opinions at Parent’s Request. Parent shall have the right to seek and obtain a private letter ruling (or other ruling) from the IRS (and/or any other applicable Tax Authority or, if applicable, a supplemental private letter ruling or other ruling) concerning any Transaction (including the impact of any transaction thereon) or an Unqualified Tax Opinion (or other opinion of a Tax Advisor with respect to any of the Transactions) at any time in its sole and absolute discretion. If Parent determines to seek and obtain such a private letter ruling (or other ruling) or an Unqualified Tax Opinion (or other opinion), SpinCo shall (and shall cause its Affiliates to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining the private letter ruling (or other ruling) or Unqualified Tax Opinion (or other opinion) (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS (and/or any other applicable Tax Authority) or Tax Advisor). Parent and SpinCo shall

each bear its own costs and expenses incurred in seeking and obtaining such a private letter ruling (or other ruling) or Unqualified Tax Opinion (or other opinion) requested by Parent.

(c) Ruling Process Control. SpinCo agrees that Parent shall have sole and exclusive control over the process of obtaining any private letter ruling (or other ruling) and that only Parent shall apply for such a private letter ruling (or other ruling). SpinCo shall not, nor shall SpinCo permit any of its Affiliates to, seek any guidance from the IRS or any other Tax Authority (whether written, verbal, or otherwise) at any time concerning any Transaction that is the subject of a Tax Opinion/Ruling (including the impact of any other action or transaction on any of the foregoing).

Section 6.05 Liability for Separation Tax Losses.

(a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary (and in each case regardless of whether a Post-Distribution Ruling, Unqualified Tax Opinion, or waiver described in clause (x), (y) or (z) of Section 6.02(d)(i) may have been provided), but subject to Section 6.05(c), SpinCo shall be responsible for, and shall indemnify and hold harmless Parent, its Affiliates and its officers, directors and employees from and against one hundred percent (100%) of any Separation Tax Losses that are attributable to or result from any one or more of the following: (i) the acquisition, after the Effective Time, of all or a portion of SpinCo Capital Stock and/or its subsidiaries’ assets (including any Capital Stock of any Controlled Company) by any means whatsoever by any Person; (ii) any “agreement, understanding, arrangement, or substantial negotiations” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the SpinCo Group or by any other person or persons with the implicit or explicit permission of one or more such officers or directors regarding transactions or events that cause the Distribution or any of the Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, Capital Stock of SpinCo and/or any Controlled Company, in each case, representing a Fifty-Percent or Greater Interest therein, as applicable; (iii) any action or failure to act by SpinCo or any other member of the SpinCo Group after the Distribution (including, without limitation, any amendment to such Person’s certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo Capital Stock and/or the Capital Stock of any Controlled Company (including, without limitation, through the conversion of one class of such Capital Stock into another class of such Capital Stock); (iv) any act or failure to act by SpinCo or any other member of the SpinCo Group described in Section 6.02 (regardless of whether such act or failure to act is covered by a Post-Distribution Ruling, Unqualified Tax Opinion, or waiver described in clause (x), (y) or (z) of Section 6.02(d)(i) or by a SpinCo CFO Certificate described in Section 6.02(e)); or (v) any breach by SpinCo of any of its agreements or representations set forth in Section 6.01 (other than Section 6.01(a)).

(b) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, but subject to Section 6.05(c), Parent shall be responsible for, and shall indemnify and hold harmless SpinCo and its Affiliates and its officers, directors and employees from and against, one hundred percent (100%) of any Separation Tax Losses that are

attributable to or result from any one or more of the following: (i) the acquisition, after the Effective Time, of all or a portion of Parent Capital Stock and/or its subsidiaries’ assets (including any Capital Stock of any member of the Parent Group that was a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(b) of the Code) in the Distribution or any Internal Distribution) by any means whatsoever by any Person; (ii) any “agreement, understanding, arrangement, or substantial negotiations” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the Parent Group or by any other person with the implicit or explicit permission of one or more of such officers or directors regarding transactions or events that cause the Distribution or any of the Internal Distributions to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, Capital Stock of Parent or any member of the Parent Group that was a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(b) of the Code) in the Distribution or any Internal Distribution, in each case, representing a Fifty-Percent or Greater Interest therein; or (iii) any act or failure to act by Parent or any other member of the Parent Group described in Section 6.03.

(c) To the extent that any Separation Tax Loss is subject to indemnity under both Section 6.05(a) and Section 6.05(b), responsibility for such Separation Tax Loss shall be shared by Parent, on the one hand, and SpinCo, on the other hand, according to relative fault as determined by the Parties in good faith.

(d) Notwithstanding anything to the contrary in this Agreement or the Separation and Distribution Agreement:

(i) with respect to (A) any Separation Tax Loss resulting from the application of Section 355(e) or Section 355(f) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in Parent or any member of the Parent Group that was a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(b) of the Code) in the Distribution or any Internal Distribution) and (B) any other Separation Tax Loss, in each case, resulting, in whole or in part, from an acquisition after the Distribution of any Capital Stock or assets of SpinCo (or any SpinCo Affiliate) by any means whatsoever by any Person or any action or failure to act by SpinCo affecting the voting rights of SpinCo, SpinCo shall be responsible for, and shall indemnify and hold harmless Parent and its Affiliates and its officers, directors and employees from and against, one hundred percent (100%) of such Separation Tax Loss; and

(ii) for purposes of calculating the amount and timing of any Separation Tax Loss for which SpinCo is responsible under this Section 6.05, Separation Tax Losses shall be calculated by assuming that Parent, the Parent Affiliated Group, and each member of the Parent Group (A) pay Tax at the highest marginal corporate Tax rates in effect in each relevant Tax Period and (B) have no Tax Attributes in any relevant Tax Period.

(e) Notwithstanding anything to the contrary in this Agreement or the Separation and Distribution Agreement, with respect to (i) any Separation Tax Losses resulting from the application of Section 355(e) or Section 355(f) of the Code (other than as a result of an

acquisition of a Fifty-Percent or Greater Interest in SpinCo or any other Controlled Company) and (ii) any other Separation Tax Loss, in each case, resulting, in whole or in part, from an acquisition after the Distribution of any Capital Stock or assets of Parent (or any Affiliate of Parent) by any means whatsoever by any Person (other than as a result of an acquisition in any Internal Distribution or Internal Separation Transaction), Parent shall be responsible for, and shall indemnify and hold harmless SpinCo, its Affiliates and its officers, directors and employees from and against, one hundred percent (100%) of such Separation Tax Loss.

(f) Notwithstanding anything to the contrary in this Agreement or the Separation and Distribution Agreement:

(i) SpinCo shall pay Parent the amount for which SpinCo has an indemnification obligation under this Section 6.05: (A) in the case of Separation Tax Losses described in clause (a) of the definition of “Separation Tax Losses,” no later than the later of (x) five (5) business days after delivery by Parent to SpinCo of an invoice for the amount of such Separation Tax Losses or (y) two (2) business days prior to the date Parent files, or causes to be filed, the applicable Tax Return for the year of the relevant transaction (provided that, if such Separation Tax Losses arise pursuant to a Final Determination described in clause (a), (b) or (c) of the definition of “Final Determination,” then SpinCo shall pay Parent no later than the later of (x) five (5) business days after delivery by Parent to SpinCo of an invoice for the amount of such Separation Tax Losses or (y) two (2) business days prior to the date for making payment with respect to such Final Determination), and (B) in the case of Separation Tax Losses described in clause (b) or (c) of the definition of “Separation Tax Losses,” no later than the later of (x) five (5) business days after delivery by Parent to SpinCo of an invoice for the amount of such Separation Tax Losses or (y) two (2) business days after the date Parent pays such Separation Tax Losses.

(ii) Parent shall pay SpinCo the amount for which Parent has an indemnification obligation under this Section 6.05: (A) in the case of Separation Tax Losses described in clause (a) of the definition of “Separation Tax Losses,” no later than the later of (x) five (5) business days after delivery by SpinCo to Parent of an invoice for the amount of such Separation Tax Losses or (y) two (2) business days prior to the date SpinCo files, or causes to be filed, the applicable Tax Return for the year of the relevant transaction (provided that, if such Separation Tax Losses arise pursuant to a Final Determination described in clause (a), (b) or (c) of the definition of “Final Determination,” then Parent shall pay SpinCo no later than the later of (x) five (5) business days after delivery by SpinCo to Parent of an invoice for the amount of such Separation Tax Losses or (y) two (2) business days prior to the date for making payment with respect to such Final Determination), and (B) in the case of Separation Tax Losses described in clause (b) or (c) of the definition of “Separation Tax Losses,” no later than the later of (x) five (5) business days after delivery by SpinCo to Parent of an invoice for the amount of such Separation Tax Losses or (y) two (2) business days after the date SpinCo pays such Separation Tax Losses.

(g) Protective Election. If Parent determines, in its sole discretion, that one or more protective elections under Section 336(e) of the Code and the Treasury Regulations issued thereunder and any similar provision of state or local Tax Law (each, a “Section 336(e) Election”) shall be made with respect to the Distribution or any of the Internal Distributions, SpinCo shall (and shall cause its relevant Affiliates to) join Parent (and/or its relevant Affiliates) in the making of such election and shall take any action reasonably requested by Parent or that is otherwise necessary to give effect to such election (including making any other related election). If a Section 336(e) Election is made with respect to the Distribution or any of the Internal Distributions, then this Agreement shall be amended in such a manner, if any, as is determined by Parent in good faith to take into account such Section 336(e) Election (including by requiring that, in the event the SpinCo Contribution, the Distribution, or any Internal Distribution fails to have U.S. Tax-Free Status and Parent is not entitled to indemnification for the Separation Tax Losses arising from such failure, SpinCo shall pay over to Parent any Tax Benefits realized by SpinCo or any member of the SpinCo Group arising from the step-up in Tax basis resulting from the relevant Section 336(e) Election).

Article 7. Assistance and Cooperation.

Section 7.01 Assistance and Cooperation.

(a) The Parties shall reasonably cooperate (and cause their respective Affiliates to reasonably cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any Tax Benefit, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in a Party’s possession relating to any other Party and its Affiliates available to such other Party, upon reasonable notice, as provided in Article 8. Each of the Parties shall also make available to the other Party, as reasonably requested and on a mutually convenient basis, personnel (including officers, directors, employees, and agents of the Parties or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes.

(b) Any information or documents provided under this Article 7 or Article 8 shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other Transaction Document, (i) neither Parent nor any Affiliate of Parent shall be required to provide SpinCo or any of its Affiliates or any other Person access to or copies of any information, documents, or procedures (including the proceedings of any Tax Contest) other than information, documents, or procedures that relate solely to a member of the SpinCo Group, the SpinCo Business, or the assets of SpinCo or any Affiliate of SpinCo;

(ii) neither SpinCo nor any of its respective Affiliates shall be required to provide Parent or any of its Affiliates or any other Person access to or copies of any information, documents, or procedures (including the proceedings of any Tax Contest) other than information, documents, or procedures that relate solely to a member of the Parent Group, the Parent Business, or the assets of Parent or any of its Affiliates; (iii) in no event shall Parent or any of its Affiliates be required to provide SpinCo or any of its Affiliates or any other Person access to or copies of any information or documents if such action would or reasonably could be expected to result in the waiver of any Privilege; and (iv) in no event shall SpinCo or any of its Affiliates be required to provide Parent or any of its Affiliates or any other Person access to or copies of any information or documents if such action would or reasonably could be expected to result in the waiver of any Privilege. In addition, in the event that Parent determines that the provision of any information or documents to SpinCo or any of its Affiliates, or SpinCo reasonably determines that the provision of any information or documents to Parent or any of its Affiliates could be commercially detrimental, violate any Law or agreement, or waive any Privilege, the Parties shall use reasonable best efforts to permit each other’s compliance with its obligations under this Article 7 and Article 8 in a manner that avoids any such harm or consequence.

Section 7.02 Tax Return Information. Each of SpinCo and Parent acknowledges that time is of the essence in relation to any request for information, assistance, or cooperation made by Parent or SpinCo pursuant to Section 7.01 or this Section 7.02. Each of SpinCo and Parent acknowledges that failure to conform to the deadlines set forth in this Agreement or reasonable deadlines otherwise set by SpinCo or Parent could cause irreparable harm. Each Party shall provide to the other Party information and documents relating to its Group reasonably required by the other Party to prepare Tax Returns. Any information or documents required by the Party that is responsible to prepare such Tax Returns under this Agreement shall be provided in such form as the preparing Party reasonably requests and in sufficient time for such Tax Returns to be filed on a timely basis; provided that this Section 7.02 shall not apply to information governed by Section 3.09. In the event that, following the Distribution Date, SpinCo receives notice from any Tax Authority that any Foreign Income Taxes reported on any Tax Return for a Tax Period ending on or prior to (or including) the Distribution Date may be subject to adjustment, SpinCo shall provide written notice thereof to Parent within five (5) business days following receipt of such notice.

Section 7.03 Reliance by Parent. If any member of the SpinCo Group supplies information to a member of the Parent Group in connection with Taxes and an officer of a member of the Parent Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then, upon the written request of Parent identifying the information being so relied upon, the Chief Financial Officer of SpinCo (or any officer of SpinCo as designated by the Chief Financial Officer of SpinCo) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. SpinCo agrees to indemnify and hold harmless each member of the Parent Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the SpinCo Group having supplied, pursuant to this Article 7, a member of the Parent Group with inaccurate or incomplete information in connection with a Tax liability.

Section 7.04 Reliance by SpinCo. If any member of the Parent Group supplies information to a member of the SpinCo Group in connection with Taxes and an officer of a member of the SpinCo Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of SpinCo identifying the information being so relied upon, the Chief Financial Officer of Parent (or any officer of Parent as designated by the Chief Financial Officer of Parent) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete. Parent agrees to indemnify and hold harmless each member of the SpinCo Group and its directors, officers and employees from and against any fine, penalty, or other cost or expense of any kind attributable to a member of the Parent Group having supplied, pursuant to this Article 7, a member of the SpinCo Group with inaccurate or incomplete information in connection with a Tax liability; provided that this Section 7.04 shall not apply to information governed by Section 3.09.

Article 8. Tax Records.

Section 8.01 Retention of Tax Records. Each Party shall preserve and keep all Tax Records and related work papers and other documentation in its possession as of the date hereof exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Parent shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Periods for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (a) the expiration of any applicable statutes of limitations (including any waivers or extensions thereof), or (b) ten (10) years after the Distribution Date (such later date, the “Retention Date”). After the Retention Date, each Party may dispose of such Tax Records upon sixty (60) days’ prior written notice to the other Party. If, prior to the Retention Date, either Party reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Party shall have the opportunity, at its cost and expense, to copy or remove, within such sixty (60)-day period, all or any part of such Tax Records.

Section 8.02 Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records in their possession pertaining to Pre-Distribution Periods to the extent reasonably required by the other Party in connection with the preparation of financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

Article 9. Tax Contests.

Section 9.01 Notice. Each of Parent and SpinCo shall provide prompt notice to the other Party of any written communication from a Tax Authority regarding any pending or threatened Tax audit, assessment, or proceeding or other Tax Contest related to Taxes for any

Tax Period for which it may be entitled to indemnification by the other Party hereunder or for which it may be required to indemnify the other Party hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. The failure of one Party to notify the other Party of such communication in accordance with the immediately preceding sentences shall not relieve the other Party of any liability or obligation to pay such Tax or make indemnification payments under this Agreement, except to the extent that the failure to timely provide such notification actually prejudices the ability of such other Party to contest such Tax liability or increases the amount of such Tax liability.

Section 9.02 Control of Tax Contests.

(a) Separate Taxes and Joint Returns with Respect to Other Taxes. In the case of any Tax Contest with respect to any (i) Separate Return or (ii) Joint Return with respect to Other Taxes, the Party having liability for the Tax shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 9.02(d).

(b) Parent Federal Consolidated Income Tax Return and Parent State Combined Income Tax Return. In the case of any Tax Contest with respect to any Parent Federal Consolidated Income Tax Return or Parent State Combined Income Tax Return, Parent shall have exclusive control over such Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 9.02(d)(i).

(c) Parent Foreign Combined Income Tax Return. In the case of any Tax Contest with respect to any Parent Foreign Combined Income Tax Return, Parent shall have exclusive control over such Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Section 9.02(d)(i).

(d) Separation-Related Tax Contests.

(i) In the event of any Separation-Related Tax Contest as a result of which SpinCo could reasonably be expected to become exclusively liable for any Tax or Separation Tax Losses and which Parent has the right to administer and control pursuant to Section 9.02(a), (b) or (c), (A) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest, (B) Parent shall offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (C) Parent shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, and (D) Parent shall provide SpinCo copies of any written materials relating to such Tax Contest received from the relevant Tax Authority. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Separation-Related Tax Contest described in this Section 9.02(d)(i)

shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article VII of the Separation and Distribution Agreement.

(ii) In the event of any Separation-Related Tax Contest with respect to any SpinCo Separate Return as a result of which Parent could reasonably be expected to become liable for any Tax or Separation Tax Losses, (A) SpinCo shall consult with Parent reasonably in advance of taking any significant action in connection with such Tax Contest, (B) SpinCo shall consult with Parent and offer Parent a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest, (C) SpinCo shall defend such Tax Contest diligently and in good faith as if it were the only party in interest in connection with such Tax Contest, (D) Parent shall be entitled to participate in such Tax Contest and receive copies of any written materials relating to such Tax Contest received from the relevant Tax Authority, and (E) SpinCo shall not settle, compromise or abandon any such Tax Contest without obtaining the prior written consent of Parent (which consent shall not be unreasonably withheld); provided, however, that, in the case of any Separation-Related Tax Contest as a result of which Parent could reasonably be expected to become liable for any Tax or Separation Tax Losses which SpinCo has the right to administer and control pursuant to Section 9.02(a), Parent shall have the right to elect to assume control of such Tax Contest, in which case the provisions of Section 9.02(d)(i) shall apply.

(e) Power of Attorney. Without limiting the generality of Section 16.16, SpinCo shall (and shall cause each member of the SpinCo Group to) execute and deliver to Parent (or such member of the Parent Group as Parent shall designate) any power of attorney or other similar document reasonably requested by Parent (or such designee) in connection with any Tax Contest controlled by Parent described in this Article 9 within five (5) business days of such request.

Article 10. Effective Time; Termination of Prior Intercompany Tax Allocation Agreements. This Agreement shall become effective as of the Effective Time. As of the Effective Time, (a) all prior intercompany Tax allocation agreements or arrangements solely between or among Parent and/or members of the Parent Group, on the one hand, and SpinCo and/or members of the SpinCo Group, on the other hand, shall be terminated, and (b) amounts due under such agreements or arrangements as of the Distribution Date shall be settled. Upon such termination and settlement, no further payments by or to Parent or such members of the Parent Group or by or to SpinCo or such members of the SpinCo Group, with respect to such agreements or arrangements shall be made, and all other rights and obligations resulting from such agreements or arrangements shall cease at such time. Any payments pursuant to such agreements or arrangements shall be disregarded for purposes of computing amounts due under this Agreement; provided that, to the extent appropriate, as determined by Parent, payments made pursuant to such agreements or arrangements shall be credited to SpinCo or Parent, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

Article 11. Survival of Obligations. The representations, warranties, covenants, and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Article 12. Treatment of Payments.

Section 12.01 Treatment of Tax Indemnity and Tax Benefit Payments. In the absence of any change in Tax treatment under the Code or except as otherwise required by other applicable Tax Law, (a) any Cash Adjustment Amount and any indemnity payment required by this Agreement or the Separation and Distribution Agreement (other than any payment of interest or State Income Taxes by or to a Tax Authority) shall be reported for Tax purposes by the payor and the recipient (and their respective Affiliates) as either a contribution by Parent to SpinCo (if such payment is made by Parent to SpinCo) or a distribution by SpinCo to Parent (if such payment is made by SpinCo to Parent), as the case may be, occurring immediately prior to the External Spin-Off and (b) any payment of interest or State Income Taxes by or to a Tax Authority shall be reported for Tax purposes by the Parties as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment. The Parties shall cooperate in good faith (including, where relevant, by using commercially reasonable efforts to establish local payment arrangements between each Party’s Subsidiaries) to minimize or eliminate, to the extent permissible under applicable law, any Tax that would otherwise be imposed with respect to any payment required by this Agreement or by the Separation and Distribution Agreement (or maximize the ability to obtain a credit for, or refund of, any such Tax).

Section 12.02 Tax Gross-Up. If, notwithstanding the manner in which payments described in Section 12.01 were reported, there is a Tax liability or an adjustment to a Tax liability of either Party as a result of its receipt of an indemnity payment pursuant to this Agreement or the Separation and Distribution Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Income Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Income Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.

Section 12.03 Interest Under This Agreement. Notwithstanding anything herein to the contrary, to the extent that one Party makes a payment of interest to another Party under this Agreement with respect to the period from (a) the date that the payor was required to make a payment to the payee to (b) to the date that the payor actually made such payment, the interest payment shall be treated as interest expense to the payor (deductible to the extent provided by Law) and as interest income by the payee (includible in income to the extent provided by Law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the payor or increase in Tax to the payee.

Article 13. Disagreements.

Section 13.01 Discussion. The Parties mutually desire that friendly collaboration will continue between them. Accordingly, they will endeavor, and they will cause their

respective Group members to endeavor, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, on the other hand, as to the interpretation of any provision of this Agreement or the performance of obligations hereunder (a “Dispute”), the Tax departments of the Parties shall negotiate in good faith to resolve the Dispute.

Section 13.02 Escalation. If, within thirty (30) days, such good-faith negotiations do not resolve the Dispute, the Parties shall appoint a nationally recognized independent public accounting firm (the “Accounting Firm”) to resolve such Dispute. The Accounting Firm, if appointed, shall make determinations with respect to the disputed items based solely on representations made by Parent, SpinCo, and members of their respective Groups, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. The Parties shall require the Accounting Firm to resolve all Disputes submitted to it no later than thirty (30) days after such submission, but in no event later than any due date for the payment of Taxes or the filing of the applicable Tax Return, if applicable, and the Parties agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Parties. The Accounting Firm shall resolve all Disputes submitted to it in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of the Parent Group, except as otherwise required by applicable Law. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of the Accounting Firm shall be borne equally by the Parties.

Section 13.03 Injunctive Relief. Nothing in this Article 13 will prevent either Party from seeking injunctive relief if any delay resulting from the efforts to resolve the Dispute through the Accounting Firm could result in serious and irreparable injury to either Party.

Article 14. Late Payments. Any amount owed by one Party to another Party under this Agreement which is not paid when due shall bear interest at [●]% per annum or, if less, the maximum interest rate allowable under applicable Law in the applicable jurisdiction, compounded quarterly, from the due date of the payment to the date paid.

Article 15. Expenses. Except as otherwise provided in this Agreement, each Party and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

Article 16. General Provisions.

Section 16.01 Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one (1) or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one (1) or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement and the Schedules appended hereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations in respect of any Tax matters between or among any member or members of the Parent Group and any member or members of the SpinCo Group, including, for the avoidance of doubt, any agreements, plans, or other arrangements entered into between any member or members of the Parent Group and any member or members of the SpinCo Group pursuant to the Separation Step Plan.

(c) Parent represents on behalf of itself and each other member of the Parent Group, and SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

(d) Each Party acknowledges that it and each other Party is executing this Agreement by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Section 16.02 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether

for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

(b) Each Party irrevocably agrees that any litigation relating to any Dispute with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely in the case that the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) (the “Chosen Courts”). Each of the Parties hereto hereby irrevocably submits with regard to any such Dispute for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Chosen Courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Dispute with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the Chosen Courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the Dispute in such court is brought in an inconvenient forum, (B) the venue of such Dispute is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable Law, each Party hereby consents to the service of process in accordance with Section 16.05; provided that (x) nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by Law and (y) each such Party’s consent to jurisdiction and service contained in this Section 16.02(b) is solely for the purpose referred to in this Section 16.02(b) and shall not be deemed to be a general submission to said courts or in the State of Delaware other than for such purpose.

(c) EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 16.03 Assignability. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party or other parties thereto, as applicable.

Section 16.04 Third-Party Beneficiaries. The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person, except the

Parties, any rights or remedies hereunder, and there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any Third Party with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 16.05 Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by electronic mail (“email”), and provided that a Party may supplementally (and shall supplementally, if an automatic failure of delivery notice is received in response to the applicable email) deliver a notice by delivery in person, by overnight courier service, or by certified mail, return receipt requested, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 16.05):

If to Parent, to:

3M Company

3M Tax

3M Center

St. Paul, MN 55144

Attention: [●]

Email: [●]

with a copy (which shall not constitute notice) to:

3M Company

3M Office of General Counsel

3M Center

St. Paul, MN 55144

Attention: [●]

Email: [●]

If to SpinCo, to:

Solventum Corporation

[●]

Attention: [●]

Email: [●]

A Party may, by notice to the other Party, change the address to which such notices are to be given or made.

Section 16.06 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such

provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 16.07 Force Majeure. No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement as soon as commercially reasonably practicable.

Section 16.08 No Set-Off. Except as otherwise mutually agreed to in writing by the Parties, neither Party nor any other member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement, or (b) any other amounts claimed to be owed to the other Party or any other member of its Group arising out of this Agreement.

Section 16.09 Expenses. Except as otherwise expressly set forth in this Agreement or as otherwise agreed to in writing by the Parties, all fees, costs and expenses incurred on or prior to the Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement will be borne by the Party or its applicable Subsidiary incurring such fees, costs or expenses.

Section 16.10 Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 16.11 Waivers of Default. Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 16.12 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and

remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

Section 16.13 Amendments. No provision of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 16.14 Interpretation. In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits hereto) and not to any particular provision of this Agreement; (c) Article, Section and Schedule references are to the Articles, Sections and Schedules to this Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement) shall be deemed to include the exhibits, schedules and annexes (including all Schedules) to such agreement; (e) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (h) unless otherwise specified in a particular case, the word “days” refers to calendar days; (i) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in [St. Paul, Minnesota] or [●]; (j) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (k) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to [●].

Section 16.15 Performance. Parent will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the Parent Group. SpinCo will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the SpinCo Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement or the transactions contemplated hereby.

Section 16.16 Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be reasonably necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Party and its Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Party in accordance with Article 9 and to make all filings with any Governmental Authority.

Section 16.17 Mutual Drafting; Precedence.

(a) This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

(b) In the event of any inconsistency between this Agreement, the Separation and Distribution Agreement, or any other Transaction Documents, with respect to the subject matter hereof, the provisions of this Agreement shall control.

Section 16.18 No Double Recovery. No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged Party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity. Unless expressly required in this Agreement, no Party shall be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.

Section 16.19 Subsidiaries. If, at any time, SpinCo acquires or creates one or more subsidiaries that are includable in the SpinCo Group, they shall be subject to this Agreement and all references to the SpinCo Group herein shall thereafter include a reference to such subsidiaries.

Section 16.20 Successors. This Agreement shall be binding on, and inure to the benefit of, any successor by merger, acquisition of assets, or otherwise, to any of the Parties (including, but not limited to, any successor of Parent or SpinCo succeeding to the Tax Attributes of each under Section 381 of the Code), to the same extent as if such successor had been an original Party to this Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this Tax Matters Agreement to be executed by their respective duly authorized representatives as of the date first written above.


			3M COMPANY


			By:
						Name:
						Title:


			SOLVENTUM CORPORATION


			By:
						Name:
						Title:

[Signature Page to Tax Matters Agreement]

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

by and between

3M COMPANY

and

SOLVENTUM CORPORATION

dated as of

[●], 2024

TABLE OF CONTENTS


		Page


ARTICLE I DEFINITIONS			1

ARTICLE II GENERAL PRINCIPLES			5
	2.1	Assumption and Retention of Liabilities; Related Assets	5
	2.2	Individual Agreements	5
	2.3	Commercially Reasonable Efforts	6
	2.4	Regulatory Compliance	6
	2.5	Non-U.S. Jurisdictions	6

ARTICLE III TRANSFER OF EMPLOYEES			6
	3.1	Transfer of Employees	6
	3.2	Severance	7
	3.3	Not a Change in Control	8

ARTICLE IV TERMS OF EMPLOYMENT FOR SPINCO EMPLOYEES			8
	4.1	Service Credit	8
	4.2	Incentive Plans	8
	4.3	Collective Bargaining	9

ARTICLE V DEFINED CONTRIBUTION PLANS			9
	5.1	Establishment of 401(k) Plan	9
	5.2	Company Stock in 401(k) Plans	9
	5.3	Participation; Distributions	9

ARTICLE VI DEFINED BENEFIT PLANS			10
	6.1	U.S. Qualfied DB Pension Plan	10
	6.2	U.S. Non-Qualified DB Pension Plans.	12
	6.3	Non-U.S. Defined Benefit Arrangements	13

ARTICLE VII DEFERRED COMPENSATION PLANS			13
	7.1	Establishment of Deferred Compensation Plans	13
	7.2	Assumption of Assets and Liabilities	13
	7.3	Participant Elections	13
	7.4	Participation; Distributions	13

ARTICLE VIII HEALTH AND WELFARE PLANS			14
	8.1	Establishment of Health and Welfare Plans	14
	8.2	Retention of Sponsorship and Liabilities; COBRA	14

-i-


	8.3	Workers’ Compensation Liabilities	15
	8.4	Payroll Taxes and Reporting of Compensation	15
	8.5	Non-U.S. Arrangements	15

ARTICLE IX U.S. POST-RETIREMENT HEALTHCARE AND LIFE INSURANCE BENEFITS			15
	9.1	Establishment of Post-Retirement Plans	15
	9.2	Assumption of Liabilities	15
	9.3	VEBA	16

ARTICLE X EQUITY AWARD ADJUSTMENTS			16
	10.1	Equity Award Adjustments.	16
	10.2	Non-U.S. Grants/Awards.	19
	10.3	Miscellaneous Award Terms.	19

ARTICLE XI GENERAL AND ADMINISTRATIVE			19
	11.1	Sharing of Participant Information	19
	11.2	Reasonable Efforts/Cooperation	20
	11.3	No Third-Party Beneficiaries	20
	11.4	Fiduciary Matters	20
	11.5	Consent of Third Parties	21

ARTICLE XII MISCELLANEOUS			21
	12.1	Effectiveness	21
	12.2	Effect If Effective Time Does Not Occur	21
	12.3	Relationship of Parties	21
	12.4	Affiliates	21
	12.5	Incorporation of Separation Agreement Provisions	21

-ii-

EMPLOYEE MATTERS AGREEMENT

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.

RECITALS

WHEREAS, Parent and SpinCo have entered into a Separation and Distribution Agreement pursuant to which the Parties have set out the terms on which, and the conditions subject to which, they wish to implement the Separation, the Initial Distribution and the other transactions contemplated thereby (each as defined therein) (such agreement, as amended or restated from time to time, the “Separation Agreement”).

WHEREAS, in connection therewith, Parent and SpinCo have agreed to enter into this Agreement to allocate between them assets, liabilities and responsibilities with respect to certain employee compensation, pension and benefit plans, programs and arrangements and other employment matters.

NOW THEREFORE, in consideration of the mutual agreements, covenants and other provisions set forth in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Capitalized words and expressions and variations thereof used in this Agreement shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings set forth in the Separation Agreement.

“Agreement” has the meaning set forth in the recitals.

“Benefit Plan” means, with respect to an entity or any of its Subsidiaries, (a) each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) and each other employee or director benefits arrangement, policy or payroll practice (including, without limitation, severance pay, sick leave, vacation pay, salary continuation, disability, retirement, deferred compensation, bonus, stock option or other equity-based compensation, hospitalization, medical insurance or life insurance) and (b) each “employee pension benefit plan” (as defined in Section 3(2) of ERISA), occupational pension plan or arrangement or other pension arrangement, in the case of each of clauses (a) and (b), sponsored or maintained by such entity or any of its Subsidiaries, or to which such entity or any of its Subsidiaries is a party, contributes or is required to contribute. When immediately preceded by “Parent,” Benefit Plan means any Benefit Plan sponsored, maintained, contributed to or required to be contributed to by a Parent Entity or to which a Parent Entity is a party. When immediately preceded by “SpinCo,” Benefit Plan means any Benefit Plan sponsored, maintained, contributed to or required to be contributed to by a SpinCo Entity or to which a SpinCo Entity is a party.

“COBRA” means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state Law.

“Collective Bargaining Agreement” means any collective bargaining, works council or similar agreement or arrangement with any labor union, works council or other labor representative applicable to any SpinCo Employee.

“DSU Award” (a) when immediately preceded by “Parent,” means an award of deferred stock units in respect of Parent Shares issued under a Parent Long-Term Incentive Plan, and (b) when immediately preceded by “SpinCo,” means an award of deferred stock units in respect of SpinCo Shares issued under a SpinCo Long-Term Incentive Plan (including awards as converted pursuant to Article X).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includes any proposed, temporary or final regulation in effect thereunder.

“Former Employee” means any individual who, as of immediately prior to the Effective Time, is a former employee of Parent and its Subsidiaries (including SpinCo and its Subsidiaries).

“Former Parent Employee” means any Former Employee other than a Former SpinCo Employee.

“Former SpinCo Employee” means any Former Employee associated with Parent’s healthcare business as determined by Parent, regardless of whether such employee was ever employed by a SpinCo Entity. Parent shall maintain a list of Former SpinCo Employees with respect to severance and each benefit plan or arrangement for which SpinCo shall assume Liabilities relating to Former SpinCo Employees (including, for clarity, Liabilities relating to beneficiaries of Former SpinCo Employees as applicable) pursuant hereto, each of which list may be updated by Parent from time to time, including after the Distribution, and shall be provided to SpinCo periodically.

“Health and Welfare Plans” means any Benefit Plan established or maintained for the purpose of providing for its participants or their beneficiaries, through the purchase of insurance or otherwise, medical (including PPO, EPO and HDHP coverages), dental, prescription, vision, short-term disability, long-term disability, life and AD&D, employee assistance, group legal services, wellness, cafeteria (including premium payment, health flexible spending account and dependent care flexible spending account components), travel reimbursement, transportation, or other benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs or day care centers, scholarship funds, or prepaid legal services, including any such plan, fund or program as defined in Section 3(1) of ERISA.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996.

“Option” (a) when immediately preceded by “Parent,” means an option (either nonqualified or incentive) to purchase Parent Shares pursuant to a Parent Long-Term Incentive Plan, and (b) when immediately preceded by “SpinCo,” means an option (either nonqualified or incentiveto) to purchase SpinCo Shares pursuant to a SpinCo Long-Term Incentive Plan.

“Parent” has the meaning set forth in the recitals.

“Parent 401(k) Plan” means the 3M Savings Plan, the 3M Voluntary Investment Plan and Employee Stock Ownership Plan or the 3M Puerto Rico, Inc. Employees’ Savings Plan, each as in effect as of the time relevant to the applicable provision of this Agreement.

“Parent Deferred Compensation Plans” means the Parent Deferred Compensation Excess Plan and the Parent VIP Excess Plan, each as in effect as of the time relevant to the applicable provisions of this Agreement.

“Parent Employee” means each individual designated by Parent to be an employee of Parent Group as of immediately following the Effective Time.

“Parent Entity” means any member of the Parent Group.

“Parent Long-Term Incentive Plan” means the Parent 2016 Long-Term Incentive Plan or the Parent 2008 Long-Term Incentive Plan, each as in effect as of the time relevant to the applicable provisions of this Agreement.

“Parent Post-Separation Value” means the simple average of the closing per-share price of Parent Shares trading on the NYSE for the first three (3) full trading days immediately after the Effective Time.

“Parent Pre-Separation Value” means the closing per-share price of Parent Shares trading “regular way with due bills” on the NYSE as of the last day prior to the Effective Time.

“Parent Ratio” means (a) the Parent Pre-Separation Value divided by (b) the Parent Post-Separation Value.

“Parent U.S. Non-Qualified DB Pension Plans” means the Parent Global Retirement Plan, Parent Nonqualified Pension Plan I, Parent Nonqualified Pension Plan II and Parent Nonqualified Pension Plan III, each as in effect as of the time relevant to the applicable provisions of this Agreement.

“Parent U.S. Pension Trust” means the trust relating to the Parent Employee Retirement Income Plan.

“Parent U.S. Qualified DB Pension Plan” means the Parent Employee Retirement Income Plan as in effect as of the time relevant to the applicable provisions of this Agreement.

“Parties” means Parent and SpinCo, and “Party” means either Parent or SpinCo.

“Performance Share Award” (a) when immediately preceded by “Parent,” means an award of rights to receive Parent Shares contingent upon the achievement of performance goals issued under a Parent Long-Term Incentive Plan, and (b) when immediately preceded by “SpinCo,” means an award of rights to receive SpinCo Shares contingent upon the achievement of performance goals issued under a SpinCo Long-Term Incentive Plan.

“RSU Award” (a) when immediately preceded by “Parent,” means an award of restricted stock units in respect of Parent Shares issued under a Parent Long-Term Incentive Plan, and (b) when immediately preceded by “SpinCo,” means an award of restricted stock units in respect of SpinCo Shares issued under a SpinCo Long-Term Incentive Plan (including awards as converted pursuant to Article X).

“SAR” (a) when immediately preceded by “Parent,” means an award of stock appreciation rights in respect of Parent Shares pursuant to a Parent Long-Term Incentive Plan, and (b) when immediately preceded by “SpinCo,” means an award of stock appreciation rights in respect of SpinCo Shares pursuant to a SpinCo Long-Term Incentive Plan.

“Separation Agreement” has the meaning set forth in the recitals.

“SpinCo” has the meaning set forth in the recitals.

“SpinCo 401(k) Plan” means each 401(k) plan established by SpinCo.

“SpinCo 401(k) Plan Trust” means a trust relating to the SpinCo 401(k) Plan intended to qualify under Section 401(a) and be exempt under Section 501(a) of the Code.

“SpinCo Deferred Compensation Plans” means the SpinCo Deferred Compensation Excess Plan and the SpinCo VIP Excess Plan, in each case, as adopted by SpinCo pursuant to Section 7.1.

“SpinCo Employee” means each individual designated by Parent to be an employee of SpinCo Group as of immediately following the Effective Time. Parent shall maintain a list of SpinCo Employees and may update such list from time to time, including after the Distribution.

“SpinCo Entity” means any member of the SpinCo Group.

“SpinCo Equity Award” means each SpinCo Option, SpinCo SAR, SpinCo RSU Award and SpinCo DSU Award.

“SpinCo Long-Term Incentive Plan” means the SpinCo 2024 Long-Term Incentive Plan.

“SpinCo Ratio” means (a) the Parent Pre-Separation Value divided by (b) SpinCo Stock Value.

“SpinCo Stock Value” means the simple average of the closing per-share price of SpinCo Shares trading on [ ] for the first three (3) full trading days immediately after the Effective Time.

“SpinCo U.S. Non-Qualified DB Pension Plan” means a non-qualified defined benefit pension plan established by SpinCo pursuant to Section 6.1.

“SpinCo U.S. Pension Trust” means a trust relating to a SpinCo U.S. Qualified DB Pension Plan.

“SpinCo U.S. Qualified DB Pension Plan” means a qualified defined benefit pension plan established by SpinCo pursuant to Section 6.1.

ARTICLE II

GENERAL PRINCIPLES

2.1 Assumption and Retention of Liabilities; Related Assets.

(a) As of the Effective Time, except as expressly provided otherwise in this Agreement, Parent shall assume or retain (or cause a Parent Entity to assume or retain) and Parent hereby agrees to (or agrees to cause the applicable Parent Entity to) pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under Parent Benefit Plans with respect to Parent Employees, Former Employees and their respective dependents and beneficiaries, (ii) all Liabilities with respect to the employment or termination of employment of Parent Employees and Former Employees, and (iii) any other Liabilities expressly assigned to any Parent Entity under this Agreement, including, for clarity, in the case of each of clauses (i) through (iii), any such Liabilities resulting from any litigation, claims, disputes, penalties, agency inquiries or enforcement actions. All assets held in trust to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets, except to the extent specifically provided otherwise in this Agreement.

(b) As of the Effective Time, except as expressly provided otherwise in this Agreement, SpinCo shall assume or retain (or cause a SpinCo Entity to assume or retain) and SpinCo hereby agrees to (or agrees to cause the applicable SpinCo Entity to) pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under SpinCo Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of SpinCo Employees, and (iii) any other Liabilities expressly assigned to any SpinCo Entity under this Agreement, including, for clarity, in the case of each of clauses (i) through (iii), any such Liabilities resulting from any litigation, claims, disputes, penalties, agency inquiries or enforcement actions. All assets held in trust to fund the SpinCo Benefit Plans and all insurance policies funding the SpinCo Benefit Plans shall be SpinCo Assets, except to the extent specifically provided otherwise in this Agreement.

2.2 Individual Agreements. As of the Effective Time, subject to applicable Law, any individual employment agreement, retention, severance or change in control agreement, or other agreement containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a Parent Entity and a SpinCo Employee shall be assigned by such Parent Entity to a SpinCo Entity and assumed by such SpinCo Entity; provided that the Parent Entity shall retain the right (whether directly or through directing such SpinCo Entity) to enforce any such restrictive covenants against the applicable SpinCo Employee, it being

understood that the Parent Entity shall pay such SpinCo Entity for any costs incurred in connection with such enforcement. As of the Effective Time, subject to applicable Law, any individual employment agreement, retention, severance or change in control agreement, or other agreement containing restrictive covenants (including confidentiality, non-competition and non-solicitation provisions) between a SpinCo Entity and a Parent Employee shall be assigned by such SpinCo Entity to a Parent Entity and assumed by such Parent Entity; provided that the SpinCo Entity shall retain the right (whether directly or through directing such Parent Entity) to enforce any such restrictive covenants against the applicable Parent Employee, it being understood that the SpinCo Entity shall pay such Parent Entity for any costs incurred in connection with such enforcement.

2.3 Commercially Reasonable Efforts. Parent and SpinCo shall use commercially reasonable efforts to (a) enter into any necessary agreements and adopt any necessary amendments to any applicable benefit plans to accomplish the assumptions and transfers contemplated by this Agreement, and (b) provide for the maintenance of necessary participant records (including protecting and securing any participant records or data transferred in connection with the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement), the appointment of trustees and the engagement of recordkeepers, investment managers, providers, insurers and other third parties reasonably necessary to maintaining and administering the Parent Benefit Plans and SpinCo Benefit Plans.

2.4 Regulatory Compliance. Parent and SpinCo shall, in connection with the actions taken pursuant to this Agreement, reasonably cooperate in (a) making any and all appropriate filings required under the Code, ERISA and any applicable Law, (b) implementing all appropriate communications with participants, (c) transferring appropriate records and (d) taking all such other actions as the Parties may reasonably determine to be necessary or appropriate to implement the provisions of this Agreement in a timely manner.

2.5 Non-U.S. Jurisdictions. Arrangements relating to the subject matter of this Agreement outside the United States shall be subject to the provisions of this Agreement, except as otherwise required by applicable Law or expressly provided in applicable Local Transfer Agreements.

ARTICLE III

TRANSFER OF EMPLOYEES

3.1 Transfer of Employees.

(a) Except as otherwise agreed by the Parties, no later than the Effective Time, the applicable member of Parent Group or SpinCo Group shall have taken all necessary actions to ensure that, as of immediately following the Effective Time, (i) each SpinCo Employee is employed by a member of SpinCo Group, and (ii) each Parent Employee is employed by a member of Parent Group.

(b) In the event the transfer of any employees in accordance with Section 3.1(a) is delayed beyond the Effective Time, (i) Parent shall reimburse SpinCo for all

compensation, benefits and other costs reasonably incurred by SpinCo with respect to any Parent Employee for the period from the Effective Time to the completion of the contemplated transfer, as determined by SpinCo in good faith in accordance with principles set forth in Schedule 3.1 to this Agreement, and (ii) SpinCo shall reimburse Parent for all compensation, benefits and other costs reasonably incurred by Parent with respect to any SpinCo Employee for the period from the Effective Time to the completion of the contemplated transfer, as determined by Parent in good faith in accordance with principles set forth in Schedule 3.1 to this Agreement.

(c) Parent and SpinCo agree to comply, and cause their respective Subsidiaries to comply, with all applicable Law affecting the automatic transfer of employees on the sale, transfer or continuation of a business and to work to provide an orderly transition for employees whose employment will automatically transfer pursuant to applicable Law in connection with the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement. Each Party agrees to execute, and seek to have the applicable employee execute, such documentation as may be necessary to effectuate the foregoing.

3.2 Severance.

(a) Except as required by applicable Law or as otherwise expressly provided herein, a SpinCo Employee shall not be deemed to have terminated employment for purposes of determining eligibility for severance benefits or otherwise in connection with or in anticipation of the consummation of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement. SpinCo shall be solely responsible for all Liabilities arising out of or relating to the termination or alleged termination of any SpinCo Employee or Former SpinCo Employee’s employment that occurs prior to, as a result of, in connection with or following the consummation of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement, including any amounts required to be paid (including any payroll or other taxes), and the costs of providing payments and benefits, under any applicable severance, separation, redundancy, termination or similar plan, program, practice, contract, agreement, law or regulation (such benefits to include any medical or other welfare benefits, outplacement benefits, accrued vacation and taxes).

(b) Except as required by applicable Law, a Parent Employee shall not be deemed to have terminated employment for purposes of determining eligibility for severance benefits or otherwise in connection with or in anticipation of the consummation of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement. Parent shall be solely responsible for all Liabilities arising out of or relating to the termination or alleged termination of any Parent Employee or Former Parent Employee’s employment that occurs prior to, as a result of, in connection with or following the consummation of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement, including any amounts required to be paid (including any payroll or other taxes), and the costs of providing payments and benefits, under any applicable severance, separation, redundancy, termination or similar plan, program, practice, contract, agreement, law or regulation (such benefits to include any medical or other welfare benefits, outplacement benefits, accrued vacation and taxes).

3.3 Not a Change in Control. The Parties hereto agree that none of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement constitutes a “change in control,” “change of control” or similar term within the meaning of any Parent Benefit Plan or SpinCo Benefit Plan.

ARTICLE IV

TERMS OF EMPLOYMENT FOR SPINCO EMPLOYEES

4.1 Service Credit. Following the Effective Time, SpinCo shall, or shall cause the applicable SpinCo Enity to, recognize for all purposes the service with Parent and its Subsidiaries (and any predecessor thereto) prior to the Effective Time of each SpinCo Employee who is employed by a Parent Entity or SpinCo Entity as of immediately prior to the Effective Time, including for purposes of eligibility, vesting and other benefit affecting determinations; provided, however, that in no event will any SpinCo Entity be obligated to recognize such service to the extent doing so would result in duplication of benefits for the same period of service. With respect to any SpinCo Benefit Plan that provides welfare benefits, SpinCo shall, or shall cause the applicable member of SpinCo Group to, (a) cause any preexisting condition limitations or eligibility waiting periods under such plan to be waived with respect to such SpinCo Employee and his or her eligible dependents to the extent such limitation would have been waived or satisfied under the Parent Benefit Plan in which such SpinCo Employee participated immediately prior to the Effective Time and (b) for the plan year that includes the Effective Time, credit each SpinCo Employee and his or her eligible dependents for any co-payments or deductibles incurred by such SpinCo Employee and his or her eligible dependents in such plan year for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such SpinCo Benefit Plan. Such credited expenses shall also count toward any annual or lifetime limits, treatment or visit limits or similar limitations that apply under the terms of the applicable plan.

4.2 Incentive Plans.

(a) Annual Incentive Plans. SpinCo shall establish annual incentive plans for 2024 and be responsible for the payment of annual incentives to SpinCo Employees thereunder. Parent shall retain all Liabilities with respect to any incentives payable under its annual incentive plans to Parent Employees in respect of 2024.

(b) Cash Long-Term Incentive Awards and Retention Awards. SpinCo shall be responsible for the payment of cash long-term incentive awards and retention awards (including any awards payable in connection with the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement) to SpinCo Employees pursuant to any applicable Parent Benefit Plan. Parent shall be responsible for all other payments in respect of cash long-term incentive awards and retention awards (including any awards payable in connection with the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement) due under Parent Benefit Plans.

4.3 Collective Bargaining.

(a) As of the Effective Time, SpinCo shall, or shall cause one of its Subsidiaries to, (i) recognize each collective bargaining or other labor representative then representing any SpinCo Employee and (ii) assume and agree to be bound by each collective bargaining or other labor agreement with respect to any SpinCo Employee, in each case to the extent required by applicable Law or Collective Bargaining Agreement.

(b) The Parties shall cooperate and take all actions reasonably necessary or appropriate with respect to any requirement under applicable Law or Collective Bargaining Agreement to notify the collective bargaining or other labor representatives of SpinCo Employees of this Agreement and the transactions contemplated hereby and to provide such information and engage in such notifications, consultations or co-determination procedures with such representatives as may be required by applicable Law or Collective Bargaining Agreement.

ARTICLE V

DEFINED CONTRIBUTION PLANS

5.1 Establishment of 401(k) Plan. Effective on or before the Distribution Date, SpinCo shall establish the SpinCo 401(k) Plan and the SpinCo 401(k) Plan Trust. As soon as practical following the Distribution Date, Parent shall cause the accounts of SpinCo Employees (and the accounts of alternate payees associated with SpinCo Employees) in the corresponding Parent 401(k) Plan to be transferred to the SpinCo 401(k) Plan and the SpinCo 401(k) Plan Trust in cash or such other assets as mutually agreed by Parent and SpinCo, and SpinCo shall cause the SpinCo 401(k) Plan to assume and be solely responsible for all Liabilities under the SpinCo 401(k) Plan to or relating to SpinCo Employees (and alternate payees associated with SpinCo Employees) whose accounts are transferred from the corresponding Parent 401(k) Plan. Parent may cause the Parent 401(k) Plan to transfer funds from the forfeiture accounts of such plan to the corresponding SpinCo 401(k) Plan and the SpinCo 401(k) Plan Trust in an amount determined by Parent, which funds shall be used to pay for recordkeeping services in respect of such SpinCo 401(k) Plan. Parent and SpinCo agree to cooperate in making all appropriate filings and taking all reasonable actions necessary or appropriate to implement the foregoing; provided that SpinCo acknowledges that it will be responsible for complying with any requirements and applying for any determination letters with respect to the SpinCo 401(k) Plan. SpinCo agrees to adopt any plan amendments required to implement design changes to the SpinCo 401(k) Plan communicated by Parent to SpinCo Employees on or before Distribution Date.

5.2 Company Stock in 401(k) Plans. Parent and SpinCo shall each separately assume sole responsibility for ensuring that their respective 401(k) plans are administered and maintained in compliance with applicable Law with respect to holding shares of their respective common stock and common stock of the other entity.

5.3 Participation; Distributions. The Parties acknowledge that none of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement shall trigger a payment or distribution of compensation under any Parent 401(k) Plan or SpinCo 401(k) Plan for any participant and, consequently, that the payment or distribution of

any compensation to which any participant is entitled under any such plan shall occur upon such participant’s separation from service from the Parent Group or SpinCo Group or at such other time in accordance with participant’s deferral election or as otherwise provided in the applicable plan.

ARTICLE VI

DEFINED BENEFIT PLANS

6.1 U.S. Qualfied DB Pension Plan.

(a) Prior to the Distribution Date, Parent shall have caused a member of the SpinCo Group to (i) adopt the SpinCo U.S. Qualified DB Pension Plan, which shall have provisions that substantially mirror the Parent U.S. Qualified DB Pension Plan (other than with respect to provisions regarding sponsorship and administration which shall reflect the Distribution), and (ii) adopt and enter into the SpinCo U.S. Pension Trust, which shall have provisions that substantially mirror the Parent U.S. Pension Trust (other than with respect to provisions regarding sponsorship and administration which shall reflect the Distribution). Parent and SpinCo agree to cooperate in making all appropriate filings and taking all reasonable actions necessary or appropriate to implement the actions set out in this Article VI; provided that SpinCo acknowledges that it will be responsible for complying with any requirements and applying for any determination letters with respect to the SpinCo U.S. Qualified DB Pension Plan.

(b) Effective as of the Distribution Date, Parent and SpinCo shall take all action necessary to effectuate the transfer from the Parent U.S. Qualified DB Pension Plan to the SpinCo U.S. Qualified DB Pension Plan of all Liabilities of the Parent U.S. Qualified DB Pension Plan for benefits accrued through the Distribution Date in respect of the SpinCo Employees and Former SpinCo Employees who are participants in the Parent U.S. Qualified DB Pension Plan and all SpinCo Employees’ and Former SpinCo Employees’ surviving spouses, beneficiaries or alternative payees entitled to receive benefits under the Parent U.S. Qualified DB Pension Plan immediately prior to the Distribution Date (the “SpinCo U.S. Qualified DB Pension Plan Participants”) and the applicable assets relating thereto (as described in paragraph (c) below), in a manner that satisfies Sections 401(a)(12), 411(d)(6) and 414(1) of the Code (the “Transferred Benefits”). For the avoidance of doubt, the transfer of assets may be made in installments (i.e, an initial amount and one or more subsequent amounts). Following such transfer, the SpinCo U.S. Qualified DB Pension Plan Participants shall no longer be eligible to participate in the Parent U.S. Qualified DB Pension Plan, and none of the Parent Group, any affiliate of the Parent Group or the Parent U.S. Qualified DB Pension Plan shall thereafter have any further responsibility for the Transferred Benefits, subject to any corrections, adjustments or other actions, in each case, as set forth below. Parent shall retain sponsorship of, be responsible for the management and administration of, and be responsible for all Liabilities under the Parent U.S. Qualified DB Pension Plan and the Parent U.S. Pension Trust, and none of the SpinCo Group, any affiliate of the SpinCo Group or the SpinCo U.S. Qualified DB Pension Plan shall have any Liability relating to the Parent U.S. Qualified DB Pension Plan.

(c) On or after the Distribution Date, Parent shall, or shall cause the applicable member of the Parent Group to, cause (or shall have caused) the trustee of the Parent U.S. Pension Trust to allocate to the trustee of the SpinCo U.S. Pension Trust assets in an amount meeting the requirements of Section 414(l) of the Internal Revenue Code (the “Section 414(l) Amount”). This action will be conducted in compliance with applicable Law and any applicable notice requirements to any Governmental Authority.

(d) The Section 414(l) Amount and any adjustments to the Section 414(l) Amount shall be determined by Aon Consulting, Inc. (“Aon”). Parent and SpinCo agree that the assumptions determined by Aon, set forth in Schedule 6.1 to this Agreement for purposes of determining the Section 414(l) Amount, are appropriate for this purpose. SpinCo also agrees that the pension plan benefits provided to SpinCo U.S. Qualified DB Pension Plan Participants under the SpinCo U.S. Qualified DB Pension Plan as of the Distribution Date shall be equal to or greater than the benefits provided to the SpinCo U.S. Qualified DB Pension Plan Participants under the Parent U.S. Qualified DB Pension Plan immediately prior to the Distribution Date.

(e) In the event that Parent discovers individuals who should have been, but were not, properly designated in the SpinCo U.S. Qualified DB Pension Plan as SpinCo U.S. Qualified DB Pension Plan Participants within the twelve (12)-month period following the date on which the Section 414(l) Amount is transferred (if such transfer is made in installments, then the date on which the final installment is received) to the trustee of the SpinCo U.S. Pension Trust, Parent shall cause the trustee of the Parent U.S. Pension Trust to transfer Liabilities and assets (determined in accordance with Section 414(l)) to the trustee of the SpinCo U.S. Pension Trust to fund the accrued benefits of such individuals under the SpinCo U.S. Qualified DB Pension Plan and such individuals shall thereafter be SpinCo U.S. Qualified DB Pension Plan Participants. To the extent the Parties discover within twelve (12) months after the date on which the Section 414(l) Amount is transferred (if such transfer is made in installments, then the date on which the final installment is received) to the trustee of the SpinCo U.S. Pension Trust that an incorrect amount (either too much or too little) of assets has been transferred from the Parent U.S. Qualified DB Pension Plan to the SpinCo U.S. Qualified DB Pension Plan based on a mistake in the calculation of any SpinCo Pension Participant’s benefit, the Parties shall take all corrective action necessary to ensure that such assets have been properly transferred between the Parent U.S. Qualified DB Pension Plan and the SpinCo U.S. Qualified DB Pension Plan in accordance with ERISA and the Code.

(f) All participant elections (including beneficiary designations, qualified domestic relations orders, and/or qualified medical child support orders) with respect to the participation of each SpinCo U.S. Qualified DB Pension Plan participant in the Parent U.S. Qualified DB Pension Plan shall be transferred to and be in full force and effect under the SpinCo U.S. Qualified DB Pension Plan in accordance with the terms of such plan and to the extent permissible under such plan, until such elections are replaced or revoked by the SpinCo U.S. Qualified DB Pension Plan participant who made such election.

(g) The calculations of the Section 414(l) Amount for purposes of determining the transfer from the Parent U.S. Pension Plan to the SpinCo U.S. Pension Plan described above

shall be determined without regard to the value of retiree health benefit Liabilities that are funded in whole or in part through any account maintained under the Parent U.S. Pension Plan pursuant to Section 401(h) of the Code.

(h) SpinCo shall cause the SpinCo U.S. Pension Plan to establish a 401(h) account for purposes of providing post-retirement medical benefits to eligible participants, and Parent shall cause such Parent U.S. Pension Plan to transfer assets in an amount determined by Parent from its 401(h) account to the corresponding SpinCo Pension Plan’s 401(h) account.

(i) Notwithstanding anything to the contrary in this Article VI, no assets or Liabilities of any Parent U.S. Pension Plan in respect of SpinCo U.S. Qualified DB Pension Plan Participants located in Puerto Rico shall be transferred to a SpinCo U.S. Pension Plan, and SpinCo Employees located in Puerto Rico shall be deemed to have terminated their employment with Parent as of the Effective Time for purposes of the applicable Parent U.S. Pension Plan in which they participate as of immediately prior to the Effective Time.

6.2 U.S. Non-Qualified DB Pension Plans.

(a) Establishment of SpinCo U.S. Non-Qualified DB Pension Plans. As of no later than the Distribution Date, SpinCo shall establish the SpinCo U.S. Non-Qualified DB Pension Plans Plans, which shall have provisions that substantially mirror the Parent U.S. Non-Qualified DB Pension Plans (other than with respect to provisions regarding sponsorship and administration which shall reflect the Distribution).

(c) Assumption of Liabilities. As of the Distribuion Date, SpinCo shall, and shall cause each SpinCo U.S. Non-Qualified DB Plan to, assume all Liabilities under the corresponding Parent U.S. Non-Qualified DB Plan related to the benefits of SpinCo Employees and Former SpinCo Employees determined as of immediately prior to the Distribuion Date, and Parent Group and such Parent U.S. Non-Qualified DB Plan shall be relieved of all Liabilities related to such benefits. Parent shall retain all Liabilities under each Parent U.S. Non-Qualified DB Plan for the benefits of Parent Employees and Former Parent Employees. From and after the Distribuion Date, SpinCo Employees and Former SpinCo Employees shall cease to be participants in the Parent U.S. Non-Qualified DB Plans.

(d) Participant Elections. Any election made by a SpinCo Employee or Former SpinCo Employee under the Parent U.S. Non-Qualified DB Plans, including without limitation those with respect to compensation deferral, investments, optional forms of benefit, benefit commencement and beneficiaries, shall generally be recognized for the same purposes under the SpinCo U.S. Non-Qualified DB Plans until such elections are replaced or revoked by the SpinCo Employee or Former SpinCo Employee who made such election in accordance with the terms of the applicable plans. No new elections shall be permitted under the Parent U.S. Non-Qualified DB Plans and SpinCo U.S. Non-Qualified DB Plans as a result of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement.

(e) Participation; Distributions. The Parties acknowledge that none of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary

Agreement shall trigger a payment or distribution of compensation under any Parent U.S. Non-Qualified DB Plan or SpinCo U.S. Non-Qualified DB Plan for any participant and, consequently, that the payment or distribution of any compensation to which any participant is entitled under any such plan shall occur upon such participant’s separation from service from the Parent Group or SpinCo Group or at such other time in accordance with participant’s deferral election or as otherwise provided in the applicable U.S. non-qualified defined benefit pension plan.

6.3 Non-U.S. Defined Benefit Arrangements. Treatment of defined benefit arrangements outside the United States is set forth on Annex A or the applicable Local Transfer Agreement.

ARTICLE VII

DEFERRED COMPENSATION PLANS

7.1 Establishment of Deferred Compensation Plans. As of no later than the Distribution Date, SpinCo shall establish the SpinCo Deferred Compensation Plans.

7.2 Assumption of Assets and Liabilities. As of the Effective Time, SpinCo shall, and shall cause each SpinCo Deferred Compensation Plan to, assume all Liabilities under the corresponding Parent Deferred Compensation Plan related to the benefits of SpinCo Employees determined as of immediately prior to the Effective Time, and Parent Group and such Parent Deferred Compensation Plan shall be relieved of all Liabilities related to such benefits. Parent shall retain all Liabilities under each Parent Deferred Compensation Plan for the benefits of Parent Employees and Former Employees. From and after the Effective Time, SpinCo Employees shall cease to be participants in the Parent Deferred Compensation Plans.

7.3 Participant Elections. Any election made by a SpinCo Employee under the Parent Deferred Compensation Plans, including without limitation those with respect to compensation deferral, investments, optional forms of benefit, benefit commencement and beneficiaries, shall generally be recognized for the same purposes under the SpinCo Deferred Compensation Plans until such elections are replaced or revoked by the SpinCo Employee who made such election in accordance with the terms of the applicable plans. No new elections shall be permitted under the Parent Deferred Compensation Plans and SpinCo Deferred Compensation Plans as a result of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement.

7.4 Participation; Distributions. The Parties acknowledge that none of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement shall trigger a payment or distribution of compensation under any Parent Deferred Compensation Plan or SpinCo Deferred Compensation Plan for any participant and, consequently, that the payment or distribution of any compensation to which any participant is entitled under any such plan shall occur upon such participant’s separation from service from the Parent Group or SpinCo Group or at such other time in accordance with participant’s deferral election or as otherwise provided in the applicable deferred compensation plan.

ARTICLE VIII

HEALTH AND WELFARE PLANS

8.1 Establishment of Health and Welfare Plans.

(a) Effective on or before the Distribution Date, SpinCo shall adopt Health and Welfare Plans for the benefit of SpinCo Employees located in the United States and shall be responsible for all Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred by or on behalf of SpinCo Employees or their covered dependents and beneficiaries under the SpinCo Health and Welfare Plans. The Parties acknowledge and agree that SpinCo Employees located in the United States shall cease participation in the Parent Health and Welfare Plans as of the date immediately preceding the Distribution Date and shall commence participation in the SpinCo Health and Welfare Plans as of the Distribution Date. Without limiting the generality of the foregoing, with respect to any SpinCo Employee who becomes entitled to receive disability benefits under the Parent Health and Welfare Plans prior to the Distribution Date, SpinCo shall be responsible, as of the Distribution Date, for providing to such SpinCo Employee disability benefits under the SpinCo Health and Welfare Plans.

(b) Effective on or before the Effective Time, SpinCo shall establish a healthcare and dependent care flexible spending account benefit plan (the “SpinCo FSA”). As of the effective date of the SpinCo FSA, any balance in excess of $ in a SpinCo Employee’s account under the healthcare and dependent care flexible spending account benefit plan maintained by Parent (the “Parent FSA”) shall be transferred to the SpinCo FSA, and SpinCo Employees shall be permitted to submit for reimbursement claims incurred under the Parent FSA prior thereto to the SpinCo FSA.

(c) SpinCo Health and Welfare Plans in the United States shall be treated as having been spun off from the corresponding Parent Health and Welfare Plans for purposes of HIPAA, the transfer of flexible spending account balances and participants’ benefit elections.

8.2 Retention of Sponsorship and Liabilities; COBRA.

(a) Following the Effective Time, unless otherwise expressly provided herein, Parent shall retain (a) sponsorship of all Parent Health and Welfare Plans and any trust or other funding arrangement established or maintained with respect to such plans, including any assets held as of the Effective Time with respect to such plans, and (b) all Liabilities under the Parent Health and Welfare Plans. Parent shall not assume any Liability under any SpinCo Health and Welfare Plan.

(b) Effective as of the establishment of the SpinCo Health and Welfare Plans, SpinCo Entities shall be responsible for providing COBRA coverage to all SpinCo Employees and their beneficiaries with respect to (i) any “qualifying event” (as defined under COBRA) occurring on or after the establishment of the SpinCo Health and Welfare Plans and (ii) any reduction in hours “qualifying event” occurring prior to the establishment of the SpinCo Health and Welfare Plans, and shall retain, indemnify and hold harmless Parent Entities for all Liabilities under COBRA or similar applicable Law with respect to any such qualifying event.

8.3 Workers’ Compensation Liabilities. Except as noted below, all workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a Parent Employee or Former Parent Employee that results from an accident occurring or an occupational disease becoming manifest at any time shall be retained by Parent. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a SpinCo Employee or Former SpinCo Employee that results from an accident occurring or an occupational disease becoming manifest at any time shall be retained by SpinCo. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a Former Employee occurring on or after January 1, 2008 and while the Former Employee was associated with Parent’s healthcare business as determined by Parent shall be retained by SpinCo. Parent and SpinCo shall, and shall cause the other Parent Entities and SpinCo Entities to, cooperate with respect to any notification to appropriate governmental agencies of the Effective Time and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

8.4 Payroll Taxes and Reporting of Compensation. Parent and SpinCo shall, and shall cause the other Parent Entities and SpinCo Entities to, take such action as may be reasonably necessary or appropriate to minimize Liabilities related to payroll taxes after the Effective Time. Parent and SpinCo shall, and shall cause the other Parent Entities and SpinCo Entities to, each bear its responsibility for payroll tax obligations and for the proper reporting to the appropriate governmental authorities of compensation earned by its employees after the Effective Time, including compensation related to the exercise of Options or any other taxable event relating to equity compensation.

8.5 Non-U.S. Arrangements. In the case of SpinCo Employees employed outside the United States as of immediately prior to the Effective Time, SpinCo shall comply with all applicable Law governing their health and welfare benefits arrangements and all other terms and conditions of their employment, transfer of employment or termination of employment in connection with the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement.

ARTICLE IX

U.S. POST-RETIREMENT HEALTHCARE AND LIFE INSURANCE BENEFITS

9.1 Establishment of Post-Retirement Plans. Effective on or before the Distribution Date, SpinCo shall establish plans providing for post-retirement healthcare and life insurance benefits to employees based in the United States.

9.2 Assumption of Liabilities. As of the Effective Time, SpinCo shall, or shall cause its Subsidiaries to, assume all Liabilities and, if so determined by Parent, receive a transfer of certain assets with respect to post-retirement healthcare and life insurance benefits relating to any SpinCo Employee or Former SpinCo Employee based in the United States (except for any Former SpinCo Employee who was employed in Puerto Rico) who, immediately prior to the Effective Time, is eligible for post-retirement healthcare and life insurance benefits under the applicable Parent Benefit Plan, and Parent Group and such Parent Benefit Plan shall be relieved of all Liabilities related to such benefits.

9.3 VEBA. Effective on or before the Distribution Date, SpinCo shall establish a voluntary employees’ beneficiary association plan (the “SpinCo VEBA”) for the purpose of providing post-retirement medical benefits to eligible SpinCo Employees or Former SpinCo Employees based in the United States who are or were covered by a collective bargaining agreement. As soon as practicable following the Effective Time, Parent shall cause its voluntary employees’ beneficiary association plan relating to the provision of post-retirement medical benefits to transfer assets in an amount determined by Parent to the SpinCo VEBA.

ARTICLE X

EQUITY AWARD ADJUSTMENTS

10.1 Equity Award Adjustments. Prior to the Effective Time, Parent shall cause SpinCo to adopt the SpinCo Long-Term Incentive Plan. Parent and SpinCo shall take all actions necessary or appropriate so that each outstanding Parent Option, Parent SAR, Parent RSU Award, Parent Performance Share Award and Parent DSU Award (collectively, “Parent Equity Awards”) granted under any Parent Long-Term Incentive Plan held by any individual shall be adjusted as set forth in this Article X. The adjustments set forth below, as determined by the Parent Board or the Compensation and Talent Committee of the Parent Board (the “Parent C&T Committee”) pursuant to their authority under the applicable Parent Long-Term Incentive Plan, shall be the sole adjustments made with respect to the Parent Equity Awards in connection with the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement.

(a) Parent Options and Parent SARs Held by SpinCo Employees. Each Parent Option or Parent SAR held by a SpinCo Employee that is outstanding as of immediately prior to the Effective Time shall be converted into a SpinCo Option or SpinCo SAR, respectively, generally subject to the same terms and conditions as applicable to such Parent Option or Parent SAR, as applicable, immediately prior to the Effective Time; provided, however, that from and after the Effective Time:

(i) the number of SpinCo Shares subject to such SpinCo Option or SpinCo SAR shall be equal to the product, rounded down to the nearest whole share, of (A) the number of Parent Shares subject to such Parent Option or Parent SAR, as applicable, immediately prior to the Effective Time, multiplied by (B) the SpinCo Ratio; and

(ii) the per share exercise price of such SpinCo Option or SpinCo SAR shall be equal to the quotient, rounded up to the nearest cent, of (A) the per share exercise price of such Parent Option or Parent SAR, as applicable, immediately prior to the Effective Time, divided by (B) the SpinCo Ratio.

Notwithstanding anything to the contrary in this Section 10.1(a), the exercise price, the number of SpinCo Shares subject to each post-conversion SpinCo Option and SpinCo SAR and the terms and conditions of exercise of such options and SARs shall be determined in a manner that is not inconsistent with the requirements of Section 409A of the Code and, if so

determined by Parent, in a manner as to avoid adverse tax treatment or other adverse legal consequences for the options and SARs in any countries outside the United States.

(b) Parent Options and Parent SARs Held by Parent Employees and Former Employees. Each Parent Option or Parent SAR held by a Parent Employee or Former Employee that is outstanding as of immediately prior to the Effective Time shall generally remain subject to the same terms and conditions as applicable to such Parent Option or Parent SAR, as applicable, immediately prior to the Effective Time; provided, however, that from and after the Effective Time:

(i) the number of Parent Shares subject to such Parent Option or Parent SAR shall be equal to the product, rounded down to the nearest whole share, of (A) the number of Parent Shares subject to such Parent Option or Parent SAR, as applicable, immediately prior to the Effective Time, multiplied by (B) the Parent Ratio; and

(ii) the per share exercise price of such Parent Option or Parent SAR shall be equal to the quotient, rounded up to the nearest cent, of (A) the per share exercise price of such Parent Option or Parent SAR, as applicable, immediately prior to the Effective Time, divided by (B) the Parent Ratio.

Notwithstanding anything to the contrary in this Section 10.1(b), the exercise price, the number of Parent Shares subject to each post-conversion Parent Option and Parent SAR and the terms and conditions of exercise of such options and SARs shall be determined in a manner that is not inconsistent with the requirements of Section 409A of the Code and, if so determined by Parent, in a manner as to avoid adverse tax treatment or other adverse legal consequences for the options and SARs in any countries outside the United States.

(c) Parent RSU Awards Held by SpinCo Employees. Each Parent RSU Award held by a SpinCo Employee that is outstanding as of immediately prior to the Effective Time shall be converted into a SpinCo RSU Award generally subject to the same terms and conditions as applicable to such Parent RSU Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time, the number of SpinCo Shares subject to such SpinCo RSU Award shall be equal to the product, rounded up to the nearest whole share, of (i) the number of Parent Shares subject to such Parent RSU Award immediately prior to the Effective Time, multiplied by (ii) the SpinCo Ratio.

(d) Parent RSU Awards Held by Parent Employees and Former Employees. Each Parent RSU Award held by a Parent Employee or Former Employee that is outstanding as of immediately prior to the Effective Time shall generally remain subject to the same terms and conditions as applicable to such Parent RSU Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time, the number of Parent Shares subject to such Parent RSU Award shall be equal to the product, rounded up to the nearest whole share, of (i) the number of Parent Shares subject to such Parent RSU Award immediately prior to the Effective Time, multiplied by (ii) the Parent Ratio.

(e) Parent Performance Share Awards Held by SpinCo Employees. Each Parent Performance Share Award held by a SpinCo Employee that is outstanding as of immediately prior to the Effective Time shall be converted into a SpinCo RSU Award subject only to service-based vesting conditions and otherwise generally the same terms and conditions as applicable to such Parent Performance Share Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time, the number of SpinCo Shares subject to such SpinCo RSU Award shall be equal to the product, rounded up to the nearest whole share, of (i) the number of Parent Shares subject to such Parent Performance Share Award immediately prior to the Effective Time, determined based on (A) target performance in respect of measurement periods that have not been completed by the Effective Time and (B) actual performance certified by the Parent C&T Committee in respect of measurement periods that have been completed by the Effective Time, multiplied by (ii) the SpinCo Ratio.

(f) Parent Performance Share Awards Held by Parent Employees and Former Employees. Each Parent Performance Share Award held by a Parent Employee or Former Employee that is outstanding as of immediately prior to the Effective Time shall generally remain subject to the same terms and conditions as applicable to such Parent Performance Share Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time, the performance goals shall be adjusted in a manner determined by the Parent C&T Committee to reflect the Separation, and the target number of Parent Shares subject to such Parent Performance Share Award shall be equal to the product, rounded up to the nearest whole share, of (i) the target number of Parent Shares subject to such Parent Performance Share Award immediately prior to the Effective Time, multiplied by (ii) the Parent Ratio.

(g) Parent DSU Awards Held by Current Directors. Each Parent DSU Award held by a member of the Parent Board as of immediately prior to the Effective Time that is outstanding as of immediately prior to the Effective Time shall generally be converted into both a Parent DSU Award and a SpinCo DSU Award, in each case subject to the same terms and conditions as applicable to such Parent DSU Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time:

(i) the number of Parent Shares subject to the post-conversion Parent DSU Award shall be equal to the same number of Parent Shares subject to such Parent DSU Award immediately prior to the Effective Time; and

(ii) the number of SpinCo Shares subject to the post-conversion SpinCo DSU Award shall be equal to the product, rounded up to the nearest whole share, of (A) the number of Parent Shares subject to such Parent DSU Award immediately prior to the Effective Time, multiplied by (B) the distribution ratio determined by Parent in connection with the Distribution in accordance with Section 3.4(b) of the Separation Agreement.

(h) Parent DSU Awards Held by Former Directors. Each Parent DSU Award held by a former member of the Parent Board as of immediately prior to the Effective Time that is outstanding as of immediately prior to the Effective Time shall generally remain subject to the

same terms and conditions as applicable to such Parent DSU Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time, the number of Parent Shares subject to such Parent DSU Award shall be equal to the product, rounded up to the nearest whole share, of (i) the number of Parent Shares subject to such Parent DSU Award immediately prior to the Effective Time, multiplied by (ii) the Parent Ratio.

10.2 Non-U.S. Grants/Awards. Parent and SpinCo retain the discretion (but are not required) to adjust Parent Equity Awards in a manner that differs from the adjustments described in Section 10.1 of this Agreement if necessary or advisable to avoid adverse tax treatment or other adverse legal consequences in countries outside the United States and to the extent legally permissible in the respective jurisdictions.

10.3 Miscellaneous Award Terms.

(a) Parent Equity Awards, as adjusted pursuant to Section 10.1and regardless of by whom held, shall be settled by Parent pursuant to the terms of the applicable Parent Long-Term Incentive Plan, and SpinCo Equity Awards, regardless of by whom held, shall be settled by SpinCo pursuant to the terms of the applicable SpinCo Long-Term Incentive Plan.

(b) With respect to non-employee directors of Parent as of immediately following the Effective Time, the Effective Time shall not constitute a termination of service for purposes of any Parent Equity Award or SpinCo Equity Award, and service (or termination of service following the Effective Time) with Parent shall be treated as service (or termination of service following the Effective Time) with SpinCo with respect to any SpinCo Equity Award.

(c) The Parent Options, Parent SARs, SpinCo Options and SpinCo SARs shall not be exercisable during a period beginning on a date prior to the Effective Time determined by Parent in its sole discretion, and continuing until the Parent Post-Separation Value and the SpinCo Stock Value are determined, or such longer period as Parent, with respect to Parent Options and Parent SARs, and SpinCo, with respect to SpinCo Options and SpinCo SARs, determine is necessary to implement the provisions of this Article X. Parent Equity Awards and SpinCo Equity Awards, other than Parent Options, Parent SARs, SpinCo Options and SpinCo SARs, shall not be settled during a period beginning on a date prior to the Effective Time determined by Parent in its sole discretion, and continuing until the Parent Post-Separation Value and the SpinCo Stock Value are determined, or such longer period as Parent, with respect to Parent Equity Awards (other than Parent Options and Parent SARs), and SpinCo, with respect to SpinCo Equity Awards (other than SpinCo Options and SpinCo SARs), determine is necessary to implement the provisions of this Article X.

ARTICLE XI

GENERAL AND ADMINISTRATIVE

11.1 Sharing of Participant Information.

(a) To the extent permitted by applicable Law, Parent and SpinCo shall, and shall respectively cause each other Parent Entity and SpinCo Entity to, share with each other and

their respective agents and vendors (without obtaining releases) all participant information necessary for the efficient and accurate administration of each of the Parent Benefit Plans and SpinCo Benefit Plans.

(b) Parent and SpinCo and their respective authorized agents shall, subject to applicable Law and the entry into such agreements as shall be reasonably necessary or appropriate to comply with all applicable data protection laws, be given reasonable and timely access to, and may make copies of, all information relating to the subjects of this Agreement in the custody of the other Party, to the extent necessary or appropriate for the administration of matters set forth in this Agreement. For such period following the Effective Time as is reasonably necessary or appropriate to fulfill the purposes and intent of this Agreement, all participant information shall be provided in a manner and medium as may be mutually agreed to by Parent and SpinCo.

11.2 Reasonable Efforts/Cooperation. Each of the Parties hereto shall use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law and regulations to consummate the transactions contemplated by this Agreement. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the Internal Revenue Service, an advisory opinion from the Department of Labor or any other filing (including, but not limited to, securities filings (remedial or otherwise)), consent or approval with respect to or by a governmental agency or authority in any jurisdiction in the United States or abroad. The phrase “commercially reasonable efforts” as used herein shall not be construed to require any Party to incur any non-routine or unreasonable expense or Liability or to waive any right.

11.3 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and is not intended to confer upon any other Persons (including Parent Employees, SpinCo Employees and Former Employees) any rights or remedies hereunder. Except as expressly provided otherwise in this Agreement, nothing in this Agreement shall preclude Parent or any other Parent Entity, at any time after the Effective Time, from amending, merging, modifying, terminating, eliminating, reducing or otherwise altering in any respect any Parent Benefit Plan, any benefit under any Parent Benefit Plan or any trust, insurance policy or funding vehicle related to any Parent Benefit Plan. Except as expressly provided otherwise in this Agreement, nothing in this Agreement shall preclude SpinCo or any other SpinCo Entity, at any time after the Effective Time, from amending, merging, modifying, terminating, eliminating, reducing or otherwise altering in any respect any SpinCo Benefit Plan, any benefit under any SpinCo Benefit Plan or any trust, insurance policy or funding vehicle related to any SpinCo Benefit Plan.

11.4 Fiduciary Matters. It is acknowledged that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination that to do so would

violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary or appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

11.5 Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party (such as a vendor) and such consent is withheld, the Parties hereto shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

ARTICLE XII

MISCELLANEOUS

12.1 Effectiveness. This Agreement shall become effective immediately prior to the Effective Time.

12.2 Effect If Effective Time Does Not Occur. If the Separation Agreement is terminated in accordance with its terms prior to the Effective Time, then this Agreement shall terminate and all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to or as of the Effective Time, shall not be taken or occur.

12.3 Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship set forth herein.

12.4 Affiliates. Each of Parent and SpinCo shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by another Parent Entity or a SpinCo Entity, respectively.

12.5 Incorporation of Separation Agreement Provisions. The following provisions of the Separation Agreement are hereby incorporated herein by reference, mutatis mutandis, except to the extent inconsistent with any provision herein: Article IV (Mutual Releases: Indemnification), Article VI (Exchange of Information; Confidentiality), Article VII (Dispute Resolution), Article VIII (Further Assurances; Additional Covenants) and Article X (Miscellaneous).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be duly executed as of the day and year first above written.


			3M COMPANY

			By:
						Name:
						Title:


			SOLVENTUM CORPORATION

			By:
						Name:
						Title:

[Signature Page to Employee Matters Agreement]

Exhibit 10.4


Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

TRANSITION DISTRIBUTION SERVICES AGREEMENT

BY AND BETWEEN

3M COMPANY

AND

SOLVENTUM CORPORATION

DATED AS OF [●], 2024

CONTENTS


CLAUSE		PAGE

Article 1 DEFINITIONS			2
	Section 1.1.	Certain Defined Terms	2
	Section 1.2.	Other Defined Terms	5
	Section 1.3.	Hierarchy.	6
Article 2 TRANSITION DISTRIBUTION ACTIVITIES			6
	Section 2.1.	Transition Distribution Activities.	6
	Section 2.2.	Parent’s Subsidiaries and Third Party Providers	7
	Section 2.3.	Nature and Quality of Transition Distribution Activities	7
	Section 2.4.	Parent’s Policies and Procedures.	7
	Section 2.5.	Limitations to Parent’s Obligations	8
	Section 2.6.	Information, Cooperation, and Other Assistance	9
	Section 2.7.	Third Party Software Licenses	9
	Section 2.8.	TDSA Sub-Committee.	10
	Section 2.9.	SpinCo Acknowledgment and Representations	10
	Section 2.10.	Use of Parent’s Name.	11
	Section 2.11.	Local Agreements.	11
	Section 2.12.	SpinCo Contracts.	11
Article 3 SUPPORTED PRODUCTS; Adding Countries & Customers			12
	Section 3.1.	Supported Products	12
	Section 3.2.	Supply of Supported Products.	13
	Section 3.3.	Product Warranty	14
	Section 3.4.	Non-Conforming Product.	14
	Section 3.5.	Reimbursement for Returned Product.	14
	Section 3.6.	Product Recovery.	14
	Section 3.7.	Final Inventory Purchase and Transfer to SpinCo.	15
	Section 3.8.	Resale Price of Supported Products	15
	Section 3.9.	Additional Customers; Additional Country(ies); Adding Supported Products.	16
Article 4 FINANCIALS			17
	Section 4.1.	Mark-Up Factor.	17
	Section 4.2.	Settlement Statement.	17
	Section 4.3.	Taxes.	18
Article 5 Changes			20
	Section 5.1.	Operational Changes.	20
Article 6 Indemnities			20
	Section 6.1.	Mutual Indemnification.	20
	Section 6.2.	Indemnification by SpinCo	20
	Section 6.3.	Procedure.	21
Article 7 LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES			21
	Section 7.1.	Exclusions of Liability.	21
	Section 7.2.	Limitations of Liability.	22
	Section 7.3.	Unlimited Liability.	23

-i-


	Section 7.4.	Disclaimer of Warranties and Acknowledgment	23
	Section 7.5.	Other Liability Terms.	24
Article 8 TERM AND TERMINATION			24
	Section 8.1.	Term.	24
	Section 8.2.	Termination.	25
	Section 8.3.	Effect of Termination or Expiration.	26
	Section 8.4.	Sums Due.	26
	Section 8.5.	Meet and Confer..	26
Article 9 Data Protection			26
	Section 9.1.	Compliance with Data Protection Law.	26
	Section 9.2.	Data Protection Agreements.	27
Article 10 MISCELLANEOUS			27
	Section 10.1.	Notices	27
	Section 10.2.	Further References to SDA.	28
	Section 10.3.	Further References to TSA.	28
	Section 10.4.	Transition Distribution Activities Exit Plan.	28
	Section 10.5.	Confidentiality.	28
	Section 10.6.	Dispute Resolution.	28

-ii-

TRANSITION DISTRIBUTION SERVICES AGREEMENT

This TRANSITION DISTRIBUTION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 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”).

RECITALS

WHEREAS, SpinCo and Parent are parties to that certain Separation and Distribution Agreement, dated as of [●], 2024 (the “SDA”);

WHEREAS, this Agreement is an “Ancillary Agreement” pursuant to the SDA;

WHEREAS, consistent with SpinCo’s authority to set the strategic direction for, and make strategic decisions in respect of, the SpinCo Business following the transactions contemplated under the SDA, this Agreement sets forth the terms and conditions pursuant to which SpinCo desires Parent to perform the Transition Distribution Activities, and Parent is willing to provide the Transition Distribution Activities for SpinCo, for a limited period following the Effective Date.

ARTICLE 1

DEFINITIONS

“COGS” means, with respect to Supported Products, direct materials, labor, overhead, purchased services, freight, and drayage, and expensed engineering as recorded in Parent’s accounting systems. Parent will account for COGS related to Supported Products in a manner consistent with the practices and procedures as applied to such Supported Products of the SpinCo Business at the Effective Date.

“Confidential Information” has the meaning set forth in the Transition Services Agreement.

“Contract Price” means, with respect to any Supported Products, normal manufacturing unit costs and/or purchased costs, and specific laboratory costs directly related to supporting and sustaining the manufacture, expensed-engineering costs, administrative costs and handling costs (including freight, drayage costs, warehousing costs), in each case excluding any inter-company profit (e.g., in case of inter-company purchased items or if input is received from an Affiliate of Parent), in each case plus the Mark-Up Factor. SpinCo will account for the Contract Price related to Supported Products in a manner consistent with the practices and procedures as applied to such Supported Products of the SpinCo Business at the Effective Date.

“Country(ies)” means (a) the countries listed in Appendix A, and (b) such other countries added pursuant to Section 3.9(b).

“Customers” means Persons who (a) are active customers in Parent’s systems or have purchased Supported Products within the twelve (12) month period immediately prior to the Effective Date or (b) become customers or purchasers of Supported Products in the Country(ies) after the Effective Date pursuant to Section 3.9(a). “Customers” does not include Parent or any Subsidiaries of Parent.

“Demand Plan” means, with respect to any Supported Product, such demand plan customarily used by, and prepared by SpinCo in a manner and form materially consistent with the past practice of, the SpinCo Business in the twelve (12) months prior to the Effective Date, subject to adjustment from time to time during the Term by the Parties.

“Final Receivables Balance” means on a Country-by-Country basis, an amount equal to (a) the Receivables as of the day immediately preceding the issuance day of the final Local Statement for a Country pursuant to Section 4.2, minus (b) the Receivables Reserve.

“Ivory Countries” means the Country(ies) in which SpinCo or an Affiliate of SpinCo is obligated to provide transition distribution services with respect to the Ivory Products under the Ivory TDSA.

“Ivory Products” means the finished goods products covered by the Ivory TDSA.

“Ivory TDSA” means the transition distribution services agreement between SpinCo and Pierrel S.p.A., dated August 1st, 2023, as such may be amended by the parties in accordance with its terms.

“Local Statement” has the meaning set forth in the Transition Services Agreement, provided that the relevant local Subsidiaries of Parent and SpinCo issuing such Local Statements as well as further details for the Local Statements are listed in Appendix B.

“Migration Plan” has the meaning set forth in the Transition Services Agreement.

“Negotiation period” has the meaning set forth in the Transition Services Agreement.

“Net Sales” means, with respect to any month during the Term, the aggregate gross dollar value of sales of Supported Products to Customers pursuant to this Agreement during such month by a Service Provider Party as recorded in accordance with applicable Law, minus the aggregate net amount of any and all on- or off-invoice deductions applicable to such sales; provided, that, in no event will any particular amount be deducted more than once in calculating Net Sales.

“New Subcontracted Services” has the meaning set forth in the Transition Services Agreement.

“Parent Compensation” means, on a Country-by-Country basis and with respect to any month, an amount equal to [* * *] of Net Sales of Supported Products during the applicable month (i.e., Net Sales multiplied by [* * *]).

“Personal Information” means (i) data relating to one or more individual(s) that identifies an individual or, in combination with any other information or data available to the relevant Party, is capable of identifying an individual; and (ii) all other data defined as ‘personal information’, ‘personal data’, ‘personally identifiable information’, ‘Protected Health Information’ or similar term under applicable Law.

“Processing” has the meaning set forth in the Transition Services Agreement.

“Protected Health Information” has the meaning set forth in the Transition Services Agreement.

“Rebate Accrual” means the amount of any sales rebates accrued by Parent or any relevant Service Provider Party for and related to Supported Products Parent or any relevant Service Provider Party sells to Customers under this Agreement pursuant to a SpinCo Contract in accordance with the terms of a rebate or promotional program of Parent or relevant Service Provider Party applicable to such SpinCo Contract and in effect as of the Effective Date (which rebate or promotional program is consistent with the practices of the SpinCo Business as applied at the Effective Date). Such rebates shall be accepted and such amounts shall be calculated in

the manner used by Parent or the relevant Service Provider Party for calculating sales rebates for its own internal organization at the time the amounts are calculated.

“Receivables” means, as of any date, the aggregate balance of all invoiced but uncollected receivables due and payable to Parent or other Service Provider Party from Customers that arose in connection with Parent’s or other Service Provider Party’s sale of any Supported Product to the Customers pursuant to this Agreement.

“Receivables Reserve” means per Country an amount equal to twenty percent (20%) of the accounts receivable balance in the respective Country as of the day immediately preceding the issuance day of the final Local Statement for that Country pursuant to Section 4.2.

“Settlement Statement” has the meaning set forth in the Transition Services Agreement.

“SpinCo Compensation” means, on a Country-by-Country basis and with respect to any month, an amount equal to (a) the difference of Net Sales during such month minus applicable COGS, in each case as recorded in Parent’s or relevant Service Provider Party’s accounting systems for such month, minus (b) the Parent Compensation for such month, minus (c) without duplication of any other amounts to the extent included in the calculation of SpinCo Compensation, any expenses incurred by Parent or relevant Service Provider Party for the benefit of SpinCo with respect to the Transition Distribution Activities for such month, minus (d) any Covered Taxes that Parent or Parent’s Subsidiaries are required by applicable Law to collect or pay, minus (e) any Taxes that Parent or Parent’s Subsidiaries are required by applicable Law to deduct or withhold pursuant to Section 4.3(b), minus (f) the Rebate Accrual (excluding any on or off-invoice deductions already reflected in (a) above), minus (g) the Receivables Reserve, and, in the case of the month which is subject to the final Settlement Statement or Local Statement (if applicable) pursuant to Section 4.2, minus (h) the Final Receivables Balance (if a positive amount) or, as the case may be, plus the absolute value of the Final Receivables Balance (if a negative amount).

“Statement Date” means the first calendar day of the month in which the Distribution Date falls.

“Supported Products” means the (i) finished goods of the SpinCo Business which Parent or the relevant Service Provider Party is authorized to sell to Customers in the Country(ies) under the SpinCo Contracts and which are set up in, and subject to, the Demand Plan systems of the SpinCo Business as maintained in the systems of Parent or other relevant Service Provider Party at the Effective Date, (ii) finished goods of the SpinCo Business that may be added to such systems after the Effective Date pursuant to Section 3.9(c), and (iii) Ivory Products which Parent or the relevant Service Provider Party is authorized to sell to Customers in the Ivory Countries.

“Transition Distribution Activities” means on a on a Country-by-Country and Supported Product-by-Supported Product basis, Parent or Service Provider Party, as applicable, processing Customer orders for the Supported Products via Parent’s order intake system, shipping and distributing such ordered Supported Products to Customers, in each case solely to the extent as

specified in the Transition Distribution Activities Schedules or to the extent included within the definition of “Transition Distribution Activities” in the Ivory TDSA.

“Transition Distribution Activities Schedules” means one or more of the schedules to this Agreement listed in Appendix F, which set out each of the activities to be provided by the applicable Service Provider Party thereunder.

“Transition Services” has the meaning set forth in the Transition Services Agreement.

“Transition Services Agreement” or “TSA” means the Transition Services Agreement entered into between Parent and SpinCo on or around the date of this Agreement.

Section 1.2. Other Defined Terms

Term

Section

Agreement

Introductory paragraph

Applicable Data Protection Laws

Appendix D

Covered Taxes

Section 4.3(a)

Damages

Section 6.1

Distribution Activity Term

Section 8.1(a)

Effective Date

Introductory paragraph

Exit Plan

Section 10.4

Indemnified Persons

Section 6.1

Indemnifying Party

Section 6.1

Initial Distribution

Recitals

Licensed Software

Section 2.7

Local Agreement

Section 2.11(a)

Local Statement

Definition of Settlement Statement

Mark-Up Factor

Section 4.1

Operational Change

Article 5

Parent

Introductory paragraph

Parties

Introductory paragraph

Party

Introductory paragraph

Remaining TDSA Inventory

Section 3.7(a)

SDA

Recitals

Service Provider Party

Section 2.2

Shutdown

Section 2.5(c)(i)

Subcontracted Performance

Section 2.12(a)

SpinCo

Recitals

TDSA Sub-Committee

Section 2.8

Term

Section 8.1(b)

Third Party Provider

Section 2.2

True-Up Payment

Section 4.2(c)

Section 1.3. Hierarchy. The appendices to this Agreement shall form part of this Agreement. In case of any conflicts, the front-end of this Agreement shall prevail over its appendices, unless explicitly set out otherwise in the relevant appendix with reference to the clause in the front-end from which it deviates; provided, however, that Appendix D (Data Protection Agreements) shall prevail with respect to the Processing of Personal Information of the other Party. In the event of a conflict between the terms of the SDA and the terms of this Agreement, the terms of the SDA shall prevail, unless explicitly set out otherwise in this Agreement with reference to the clause in the SDA from which it deviates.

ARTICLE 2

TRANSITION DISTRIBUTION ACTIVITIES

Section 2.1. Transition Distribution Activities.

(a) Upon the terms and subject to and in consideration of the conditions set forth in this Agreement, during the Term, Parent shall provide the Transitional Distribution Activities for SpinCo and its Subsidiaries. Parent shall provide the Transition Distribution Activities as an independent contractor.

(b) To facilitate the Transition Distribution Activities, Parent (or the relevant Parent Subsidiary in a Country) will procure Supported Products in accordance with Section 3.1.

(c) Parent will provide the Transition Distribution Activities in a manner consistent with its internal practices for processing similar orders or releases and selling and shipping Supported Products for the SpinCo Business in the Country(ies) as applicable at the time the relevant Transition Distribution Activities are provided. For clarity, the Transition Distribution Activities with respect to the Ivory Products will be provided in the Ivory Countries only.

(d) The Transition Distribution Activities do not include Parent actively seeking to secure or otherwise receive orders for Supported Products directly from Customers in the Country(ies). SpinCo is responsible for securing and receiving orders for Supported Products and such sales representatives will engage directly with Customers. However, Customers may in certain cases directly place orders for Supported Products in Parent’s order intake systems or Parent may receive orders for Supported Products from Customers together with orders for Parent’s products under SpinCo Shared Commercial Contracts and Parent will process such orders or relevant parts of orders, as applicable, as SpinCo orders in its order intake system in a manner consistent with the practices of the SpinCo Business at the Effective Date. If a product on such SpinCo order is backorder, SpinCo shall decide on the further processing of the order (accept, reject, put on hold).

Section 2.2. Parent’s Subsidiaries and Third Party Providers.

(a) In providing the Transition Distribution Activities, Parent may (i) use its own personnel, (ii) use any of the personnel of any of its Affiliates (each such Affiliate involved in the provision of the Transition Distribution Activities a “Distribution Affiliate”), or (iii) employ the services of qualified contractors, subcontractors, vendors or other Third Party providers (each, a “Third Party Provider”). Each of Parent and any Distribution Affiliates or Third Party Providers used by Parent to provide Transition Distribution Activities shall be referred to as a “Service Provider Party”.

(b) Where the Agreement imposes obligations on Parent or any Service Provider Party, Parent shall cause or compel each Distribution Affiliate or, as applicable, direct each Third Party Provider to perform such obligations and comply with the terms of the Agreement, provided that, subject to Section 7.2(d), Parent remains responsible for such Service Provider Party’s compliance with their respective obligations under this Agreement. In the event any Subcontracted Performance is performed by a Subsidiary of SpinCo, then SpinCo shall cause each such Subsidiary to comply with its obligations in performing such Subcontracted Performance as set forth in this Agreement, provided, that, SpinCo remains responsible for each such Subsidiary’s compliance with the terms of this Agreement.

Section 2.3. Nature and Quality of Transition Distribution Activities. Parent shall perform the Transition Distribution Activities (i) with substantially the same degree of care, skill, and diligence as used by Parent or its Subsidiaries, as applicable, in performing activities substantially similar to such Transition Distribution Activities for its own internal organization at the time the Transition Distribution Activities are performed or, (ii) with respect to those activities provided as part of the Transition Distribution Activities where neither Parent nor its Subsidiaries, as applicable, performs any substantially similar activities for its own internal organization at the time the Transition Distribution Activities are performed, Parent shall perform the relevant Transition Distribution Activities with reasonable skill and care. Nothing in this Agreement shall require or be interpreted in a manner that would hold Parent or its Subsidiaries to a higher degree of care, skill or diligence in providing Transition Distribution Activities hereunder than the degree of care, skill or diligence set out in the preceding sentence.

Section 2.4. Parent’s Policies and Procedures. The Transition Distribution Activities shall be provided by Parent in accordance with, and subject to, Parent’s and any other applicable Service Provider Party’s policies and procedures that are applicable at the time the Transition Distribution Activities are provided. If SpinCo accesses Parent’s or its Affiliates’ systems or premises or otherwise utilizes Parent’s or its Affiliates’ facilities or equipment, SpinCo shall comply with Parent’s applicable policies and procedures. If SpinCo acts in a manner inconsistent with such policies or procedures, Parent shall so inform SpinCo and specify the relevant policies or procedures to SpinCo, and SpinCo shall then conform to the requirements of such policies or procedures. Nothing in this Agreement shall prohibit Parent or the applicable Service Provider Parties from making changes from time to time to such policies and procedures; provided, however, that any changes to such policies and procedures shall not materially change the care, skill and diligence applicable to the provision of any Transition Distribution Activities

hereunder. If SpinCo cannot – using commercially reasonable efforts – comply with any of the above changes, the Parties will discuss in good faith to find an approach to address any issues or find reasonable alternatives to any affected Transition Service at SpinCo’s sole cost and expense.

Section 2.5. Limitations to Parent’s Obligations. In addition to any other limitation or exclusion of Parent’s obligations or liability hereunder, the Parties agree as follows:

(a) SpinCo as Sole Beneficiary. SpinCo acknowledges and agrees that the Transition Distribution Activities are provided solely for the use and benefit of SpinCo and its Affiliates, and solely in support of the operation of the SpinCo Business and transition of the SpinCo Business to SpinCo during the Term, and promoting the orderly transition of Customers to SpinCo’s sales channels for Supported Products following the Distribution Date, and minimizing disruption to such Customers. Parent acknowledges and agrees, on behalf of itself and its Subsidiaries that the Supported Products may not be used other than in the provision of the Transition Distribution Activities or otherwise be sold, provided, or made available to Third Parties other than Customers on behalf of the SpinCo Business and agrees to direct any Third Party Provider acting as Service Provider Party to comply with these restrictions as well.

(b) Other Limitations. If the volume or quantity of the Transition Distribution Activities (i) exceed the rolling overage of the prior six (6) months of actual demand by twenty percent (20%) and (ii) the provision of such excessive volumes or quantities results in a material increase in effort or expenses on the Parent Business, then the Transition Committee shall consult in good faith as to whether a commercially reasonable alternative is available. If the increased volumes, quantities or levels of the services provided with respect to the Transition Distribution Activities during the Term result in a material increase in costs or expenses (beyond those expenses included in the Contract Price associated with the provision of such Transition Distribution Activity), each of Parent and SpinCo shall negotiate in good faith an amendment to this Agreement to account for such cost or expense increases.

(i) Parent and the applicable Service Provider Parties shall have the right in their sole discretion to determine that it is necessary or appropriate to temporarily suspend a Transition Distribution Activity due to scheduled or emergency maintenance, modification, repairs, updates or upgrades, alterations or replacements of any of systems or operations which are required to provide Transition Distribution Activities (a “Shutdown”). Parent will use commercially reasonable efforts to provide SpinCo with reasonable written notice of such Shutdowns as soon as reasonably practicable.

(ii) If any Transition Distribution Activities are suspended in accordance with this Section 2.5(c), (i) no Party shall have any liability whatsoever to the other Party directly arising out of or relating to such suspension; (ii) any payment of SpinCo Compensation for suspended Transition Distribution Activities is suspended as well. Notwithstanding the foregoing, if a Shutdown continues materially longer than anticipated, the parties will discuss in good faith an alternative to the affected Transition Distribution Activities.

(d) Legal Compliance. No Service Provider Party shall be required hereunder to take any action (including by providing any Transition Distribution Activities) that would constitute, or that a Service Provider Party reasonably believes would constitute, (i) a violation of any applicable Law (including any failure to hold an applicable Permit); (ii) a breach of a Service Provider Party’s contractual obligations, or (iii) any other violation of a Third Party’s rights; provided, however, that in each of the foregoing circumstances, the relevant Service Provider Party shall use commercially reasonable efforts to provide SpinCo with reasonably prompt written notice upon becoming aware of such impediment and the Parties shall cooperate in good faith to identify a commercially reasonable alternative to the affected Transition Distribution Activity at SpinCo’s sole cost and expense.

Section 2.6. Information, Cooperation, and Other Assistance. During the Term, SpinCo shall, upon request by Parent and at its sole cost and expense, reasonably cooperate with Parent or any other relevant Service Provider Party to the extent reasonably necessary for the performance of the Transition Distribution Activities, including by providing Parent or any other relevant Service Provider Party with all information within the control of (or reasonably available to) SpinCo which is reasonably necessary to perform any Transition Distribution Activities; provided, that, SpinCo shall not be required to disclose any information to the extent disclosure to the applicable Service Provider Party is not permitted under applicable Law or disclosure of such information is subject to any contractual restrictions which prevent SpinCo from disclosing such information; provided, however, if possible, the applicable Parties will seek to work around any such impediment in a manner consistent with any applicable Law and such contractual obligations or restrictions. If and to the extent SpinCo (or any of its personnel) has been performing functions or provided other contributions in support of the receipt of Transition Distribution Activities at the Effective Date, SpinCo shall continue to perform such functions or contributions. If SpinCo fails to perform such functions or contributions, Parent shall have no obligation to provide the relevant Transition Distribution Activities and shall not be responsible for any Damages resulting therefrom.

Section 2.7. Third Party Software Licenses

(a) SpinCo agrees and acknowledges that certain Transition Distribution Activities to be performed hereunder may require that Parent or any other relevant Service Provider Party make use of Third Party software or systems for the benefit of SpinCo in performing the Transition Distribution Activities and obtaining the necessary software licenses and consents is an express condition to Parent’s and Service Provider Party’s obligation to provide any such Transition Distribution Activities. To the extent not already covered by the Transition Services Agreement, Parent shall use commercially reasonable efforts to secure any and all Third Party consents and licenses necessary or advisable to allow a Service Provider Party to perform the Transition Distribution Activities, including those consents and licenses required to allow SpinCo to obtain access to the systems of any applicable software or technology vendor for its benefit, including to permit use by Parent or any other relevant Service Provider Party during the term of this Agreement; provided, however, that (a) SpinCo shall be responsible for and shall pay or reimburse Parent for all incremental costs, expenses, fees, levies or charges Parent, any of its Subsidiaries, or other relevant Service Provider Party incurs in connection with obtaining such

software licenses and required consents, in each case, to the extent incurred solely to provide, and solely attributable to, the Transition Distribution Activities and not already covered by the Transition Distribution Agreement, (b) Parent agrees to use commercially reasonable efforts to avoid, minimize and mitigate any such costs, expenses, fees, levies or charges and (c) neither Parent, nor any other Service Provider Party shall be required to relinquish or forbear any material rights in connection with obtaining such software licenses and required consents. Neither Parent nor any other relevant Service Provider Party shall be considered in breach of this Agreement for failure to provide such Transition Distribution Activity (due to the fact that the Parties were unable to acquire the necessary licenses and required consents in accordance with the obligations of this Section 2.7); provided, that, the Parties shall cooperate in good faith to identify a commercially reasonable alternative to such Transition Distribution Activities at SpinCo’s sole cost and expense. To the extent that SpinCo has direct access to or use of Third Party software licensed by Parent, any of its Subsidiaries, or any other Service Provider Party during the Term, SpinCo agrees to, and agrees to cause its Subsidiaries (as applicable) to, comply with the terms of such software licenses which have been provided to SpinCo.

(b) For all software that SpinCo is granted access to use or access as part of the Transition Distribution Activities (“Licensed Software”), SpinCo is prohibited from copying, modifying or transferring to any third party the Licensed Software. SpinCo will not, reverse assemble, compile, engineer or perform any other translation or similar activity to the Licensed Software. All Licensed Software is protected by copyright held by Service Provider or its licensors and nothing herein transfers or conveys any ownership right (other than a limited use license as part of the Transition Distribution Activities) to the Licensed Software. SpinCo may not use the Licensed Software separate from or not in connection with the Transition Distribution Activities. All Licensed Software will be treated as Confidential Information and upon termination or expiration of the applicable Transition Distribution Activities, SpinCo will immediately return or securely dispose of any copies of the Licensed Software in its possession.

Section 2.8. TDSA Sub-Committee. The Parties agree that the Transition Committee shall, during its first meeting, establish a TDSA subcommittee to provide oversight for the administration of this Agreement in accordance with Section 2.16 of the SDA (the “TDSA Sub-Committee”) and determine the procedures and composition for the TDSA Sub-Committee to manage all responsibilities delegated to it by the Transition Committee. The Parties shall set out the procedures and composition of the TDSA Sub-Committee determined by the Transition Committee on a schedule to the SDA.

Section 2.9. SpinCo Acknowledgment and Representations

SpinCo understands that the Transition Distribution Activities provided hereunder are transitional in nature and are provided solely for the purpose of working towards a smooth and orderly transition of the SpinCo Business to SpinCo. The Parties furthermore agree that, unless otherwise agreed in this Agreement, SpinCo shall be generally responsible for and hold all risks and rewards of the SpinCo Business under this Agreement and that Parent is only responsible for providing the limited Transition Distribution Activities. If and to the extent SpinCo (or any of its personnel) has been performing functions or provided other contributions in support of the

receipt of Transition Distribution Activities at the Effective Date (in addition to the Subcontracted Performance), including all activities marked as SpinCo activities in the Transition Distribution Activities Schedules, SpinCo shall continue to perform such functions or contributions and Parent shall not be obligated to perform the Transition Distribution Activities to the extent the performance by SpinCo of such functions or contributions is required for Parent to perform the Transition Distribution Activities and shall not be responsible for any Losses to the extent resulting from SpinCo’s failure to continue to perform such functions or contributions.

Section 2.10. Use of Parent’s Name. Except as otherwise provided in this Agreement, the SDA, or any Ancillary Agreement, SpinCo has no right to use the name of Parent or any Subsidiary of Parent, or the name of Parent’s, or any Subsidiary of Parent’s, officers, directors, shareholders or Subsidiaries in order to hold itself out as any such Person in connection with its performance under this Agreement; provided, that, nothing in this Agreement shall prevent SpinCo (or any of its Subsidiaries) from indicating to a Customer that the SpinCo Business was transferred from Parent to SpinCo in the transaction in accordance with a public announcement made pursuant to the SDA, the SpinCo Contract is intended to be assigned to SpinCo, and SpinCo is a subcontractor of Parent or, as applicable, relevant Subsidiary of Parent for the relevant Subcontracted Performance pending the assignment of such SpinCo Contract.

Section 2.11. Local Agreements.

(a) If required under applicable Law or for accounting, operational, tax or regulatory reasons, the Parties may agree to prepare and execute (or procure the execution of) local transition distribution services agreements for the relevant Country(ies) which shall be based on and reflect the terms and conditions of this Agreement to the greatest extent possible and only deviate from the terms and conditions in this Agreement to the extent required under applicable local Law in such Country(ies) or to address the accounting, operational, tax or regulatory issues (each such agreement, a “Local Agreement”). Prior to entering into any such Local Agreement, the Parties shall discuss and, acting reasonably and in good faith, agree on such changes to such terms and conditions which are required by applicable Law or are necessary in order to address or mitigate any applicable legal, financial, accounting, operational, tax or regulatory issues specific to such Country(ies) reasonably raised by either Party.

(b) Each Party shall procure that its respective Subsidiaries comply with their respective obligations under the relevant Local Agreement.

Section 2.12. SpinCo Contracts.

(a) Where Parent or a Parent Subsidiary remains party to a SpinCo Contract, Parent hereby appoints SpinCo, and SpinCo hereby accepts the appointment, to be a subcontractor during the Term for the performance and full discharge of the following obligations and Liabilities (the “Subcontracted Performance”): all obligations and Liabilities of each of Parent and, as applicable, any relevant Subsidiaries of Parent as set forth in and in support of the SpinCo Contracts from (and including) the Effective Date, except any obligations that (i) Parent or a relevant Service Provider Party has agreed to provide as relevant Transition Distribution Activities pursuant to this Agreement or, as applicable, certain Transition Services pursuant to

the Transition Services Agreement or (ii) pursuant to the terms of the applicable SpinCo Contract, cannot be subcontracted or discharged. Parent or, as applicable, relevant Subsidiary of Parent shall upon request of SpinCo, provide SpinCo with all information within the control of (or reasonably available to) Parent or one of its Subsidiaries which is reasonably necessary to perform the Subcontracted Performance; provided, that, Parent shall not be required to disclose any information to the extent disclosure is not permitted under applicable Law or disclosure of such information is subject to any contractual restrictions which prevents Parent from disclosing such information.

(b) Parent or, as applicable, relevant Subsidiary of Parent, to the limited extent reasonably necessary under the circumstances, (i) authorizes each of SpinCo or, as applicable, relevant Subsidiary of SpinCo to act on behalf of Parent or, as applicable, relevant Subsidiary of Parent for purposes of performing the Subcontracted Performance and (ii) grants to SpinCo or, as applicable, relevant Subsidiary of SpinCo a limited power of attorney to make, upon advance written notice to and with the prior written consent of Parent or, as applicable, relevant Subsidiary of Parent (not to be unreasonably withheld), such changes, amendments or alterations to the terms of the SpinCo Contracts solely to the extent related to the Subcontracted Performance, in the name of Parent or, as applicable, relevant Subsidiary of Parent, in each case solely to the extent consistent with the terms and conditions of this Agreement and the SDA. SpinCo will ensure that any changes, amendments or alterations to the terms of existing SpinCo contracts are compliant with the necessary terms for SpinCo Contracts set out in Appendix E (Key Terms for SpinCo Contracts). SpinCo shall not enter into any SpinCo Contract with any Customer that is binding on Parent or any of its Subsidiaries or commence any Action in respect of any SpinCo Contract or any Customer except as provided in this Section 2.12(b) as well as the terms set out in Appendix E (Key Terms for SpinCo Contracts).

(c) Notwithstanding anything to the contrary in this Agreement, at the reasonable request and proposal (and sole cost and expense) of SpinCo (and without Parent incurring any Liability as a result thereof that is not fully mitigated in advance by SpinCo), Parent will use commercially reasonable efforts to terminate, amend or modify the terms of any SpinCo Contract on terms acceptable to SpinCo; provided, that, (i) to the extent any proposed amendment or termination would reasonably be expected to impact any Transition Distribution Activities, Parent shall have no Liability hereunder as a result of Parent complying with any such request; and (ii) Parent shall have no obligation to comply with such request to the extent it would materially increase the burden of providing or materially expand the Transition Distribution Activities or cause Parent to incur any Liability (including any increased expense) that has not been advanced by SpinCo.

ARTICLE 3

SUPPORTED PRODUCTS; ADDING COUNTRIES & CUSTOMERS

Section 3.1. Supported Products. Subject to the terms of the other Ancillary Agreements, SpinCo (or relevant Subsidiary) shall at all times have risk of loss for all Supported Products, including during the time Parent (or its Subsidiary) obtains legal title to such Supported Products or stores the Supported Products at Parent’s facilities. As necessary in order to provide

the Transition Distribution Activities, Parent or other relevant Service Provider Party will, in each case in its own name, obtain Supported Products for sale under this Agreement from SpinCo and, as applicable, other sources, for the benefit of SpinCo.

Section 3.2. Supply of Supported Products.

(a) Initial TDSA Inventory. Upon completion of the transactions contemplated by the SDA and solely for the purpose of Parent performing under this Agreement, certain Subsidiaries of Parent outside the United States in certain countries (and which, with respect to this Agreement, may be Service Provider Parties) shall retain those inventories of Supported Products (if any) owned by such Subsidiaries and not transferred to SpinCo at the Distribution Date.

(b) Supply of Additional Supported Products. Except as set forth in Section 3.2(a), during the Term, SpinCo shall sell Supported Products to Parent or other relevant Service Provider Parties for sale in the performance of Transition Distribution Activities pursuant to this Agreement. The sale of such Supported Products by SpinCo to Parent or other relevant Service Provider Parties pursuant to this Section 3.2(b) shall be subject to the following provisions:

(i) Ordering. Parent’s and other relevant Service Provider Parties’ orders for Supported Products shall be delivered during the Term in a manner materially consistent with the Demand Plan for each Supported Product. For each Country, such orders shall be in the currency and subject to the terms set forth in Appendix C (Order, Payment & Shipping Terms).

(ii) Pricing, Payment Terms, and Shipping Terms for Supported Products. The purchase price to Parent or relevant Service Provider Party for any Supported Products shall be the Contract Price. Payment terms shall be set out on a Country-per-Country level in Appendix C (Order, Payment & Shipping. Shipping terms for Supported Products shall be determined in a manner consistent with the manner used to determine the shipping terms for such Supported Products on an intercompany basis immediately prior to the Effective Date.

(iii) Supported Products Inventory Levels. During the Term of the Agreement, Parent will use commercially reasonable efforts to maintain an aggregate finished goods inventory target of Supported Product demand in accordance with past business practices of the SpinCo Business and the Demand Planning business process.

(iv) Invoices. At the time Parent or the relevant Service Provider Party purchases Supported Products pursuant to Section 3.2(b), SpinCo shall invoice the amounts to be paid by Parent or the relevant Service Provider Party for such Supported Products at the payment terms set out on a Country-per-Country level in the applicable Country-specific Transition Distribution Activities Schedules.

(c) Product and Inventory Maintenance. Each Service Provider Party shall retain, store and maintain the Supported Products (including SpinCo inventory pursuant to Section

3.2(a)), materials and inventory to be used in the performance of the Transition Distribution Activities for the benefit of SpinCo and with substantially the same degree of care, skill, and diligence consistent with how Parent or, as applicable, relevant Parent Subsidiary performs substantially similar activities for the Parent Business at the relevant time of performance under this Agreement and shall not use such Supported Products materials and inventory for any other purpose than the performance of the Transition Distribution Activities.

Section 3.3. Product Warranty. Subject to any warranties given by Parent under the Transition Contract Manufacturing Agreements, SpinCo warrants that, at the time it is made available to the applicable Service Provider Party, (i) such Supported Product will conform to the applicable product specifications, (ii) will be free from defects in materials and workmanship and (iii) will be free of any encumbrance at the time of sale.

Section 3.4. Non-Conforming Product. If any Supported Product fails to conform, or is alleged in good faith not to conform, to a warranty set forth in Section 3.3, SpinCo shall, at its sole cost and expense and at Parent’s election and sole discretion, either (a) replace such non-conforming Product or (b) refund the purchase price paid for such non-conforming Product by (i) Parent or relevant Service Provider Party if the non-conforming Product has not been sold to a Customer or (ii) the applicable Customer if the non-conforming Product has been sold to such Customer, as applicable, in each case within a reasonable time after the written notification of such non-conformance shall be delivered by Parent to SpinCo.

Section 3.5. Reimbursement for Returned Product. SpinCo or its relevant Subsidiary shall reimburse Parent or relevant Service Provider Party, as applicable, for amounts paid by Parent or relevant Service Provider Party to any Customer for any Supported Product returned to and accepted by Parent or relevant Service Provider Party consistent with the returned goods policies and practices, systems and capabilities of the SpinCo Business with respect to such Customer (or similarly situated Customers in the case of Persons that become Customers after the Effective Date) or Supported Product in effect immediately prior to the Effective Date. Parent shall include any such amounts in its monthly calculation of SpinCo Compensation as reflected in the Settlement Statement or Local Statement (if applicable) issued pursuant to Section 4.2. In the event Parent or relevant Service Provider Party issues a credit to a Customer for any returned Supported Product, such credit shall be netted against any outstanding Receivable to which such credit relates, if any.

Section 3.6. Product Recovery. If Parent or relevant Service Provider Party is required by any applicable Law or the Parties agree that it is prudent and necessary under the circumstances to institute a recovery or recall (or the equivalent) of any non-conforming Product, SpinCo shall reimburse Parent for any and all actual out-of-pocket expenses (including attorneys’ fees) incurred by Parent, its Subsidiaries, or relevant Service Provider Party in connection with such recovery or recall, including any expenses arising out of the replacement of, or issuance of refunds for, such non-conforming Product; provided, that, with respect to Supported Products that are made under the Transition Contract Manufacturing Agreement, any such recovery or recall and the allocation of the related costs and expenses shall be governed exclusively by the terms of the Transition Contract Manufacturing Agreement. Notwithstanding

the foregoing, SpinCo may elect to either (x) manage such recovery or recall process with the relevant Service Provider Party’s assistance, or (y) have the relevant Service Provider Party manage such recovery or recall process in consultation with SpinCo; provided, that, SpinCo shall at all times remain primarily responsible and liable for any such recovery or recall.

Section 3.7. Final Inventory Purchase and Transfer to SpinCo.

(a) On a Country-by-Country level, promptly upon the termination or expiration of the applicable Distribution Activity Term with respect to a Country, SpinCo shall, or shall cause one or more of SpinCo’s Affiliates to, purchase from Parent or relevant Service Provider Party (as applicable), at the gross book value of the relevant local ParentCo subsidiary (as recorded in Parent’s or such relevant Service Provider Party’s accounting systems), all remaining inventories of Supported Products for such Country (the “Remaining TDSA Inventory”). Such purchases shall occur in the Country(ies) and in the local currency for each such Country in which such Remaining TDSA Inventory, as applicable, are located. Within sixty (60) days of the termination or expiration of the applicable Distribution Activity Term with respect to a Country, Parent or relevant Service Provider Party (as applicable) shall separately invoice SpinCo or SpinCo’s Affiliate designated by SpinCo for any amounts owing to Parent, any of its Subsidiaries, or relevant Service Provider Party (as applicable) pursuant to this Section 3.7, with such invoice to include any Covered Taxes arising from the purchase of Remaining TDSA Inventory in the relevant Country, as applicable, contemplated by this Section 3.7. SpinCo or SpinCo’s Affiliate (as applicable) shall remit payment no later than thirty (30) days following the date of receipt by SpinCo or SpinCo’s Affiliate (as applicable) of any such invoice.

(b) SpinCo shall also be responsible for, and pay all expenses it incurs in connection with, removing, transporting, relocating, transferring, scrapping or disposing of all Remaining TDSA Inventory, as applicable, pursuant to Section 3.7(a) no later than thirty (30) days after the expiry or termination of the applicable Distribution Activity Term.

(c) With respect to SpinCo’s obligations pursuant to Section 3.7(a) and (b) above, Parent shall, on a Country-by-Country basis, be allowed to hold back an amount equal to the gross book value of the Remaining TDSA Inventory in the relevant Country in the final Settlement Statement or, as applicable, Local Statement in such Country. Parent shall release the amount held back pursuant to the preceding sentence as part of the global settlement process in the USA, provided, that, SpinCo has fulfilled its obligations pursuant to Section 3.7(a) and (b).

(d) If after the termination or the expiration of the applicable Distribution Activity Term, Parent or relevant Service Provider Party receives any returned Supported Product, Parent or such relevant Service Provider Party shall, at SpinCo’s sole cost and expense, promptly either (i) forward such returned Supported Product to SpinCo, and SpinCo agrees to accept and arrange for the disposition of such returned Supported Product or (ii) dispose of such Supported Product, and in each case (i) and (ii) SpinCo agrees to respond to any Customer claims or requests related to such returned Supported Product; provided, that, SpinCo shall reimburse Parent for all costs and expenses incurred in fulfilling this Section 3.7.

Section 3.8. Resale Price of Supported Products. SpinCo is solely responsible for establishing its sale price for Supported Products provided to Customers under this Agreement in accordance with the terms of the applicable SpinCo Contract; provided, that, if, due to the frequency of SpinCo’s requested changes of sale price for Supported Products, updating Parent’s and SpinCo’s systems to reflect such changes places a material administrative burden on the Parent Business, the Parties shall discuss in good faith a commercially reasonable solution.

Section 3.9. Additional Customers; Additional Country(ies); Adding Supported Products.

(a) Additional Customers. SpinCo may request that Parent perform Transition Distribution Activities to Persons in the Country(ies) in addition to Customers, provided, that, any such additional Person is located in a Country then currently served by Parent under this Agreement or in a country added to this Agreement pursuant to Section 3.9(b).

(i) SpinCo shall enter into an order or contract with such Person for the sale of Supported Products on terms consistent with the terms set forth in this Agreement (including the terms set out in Appendix E (Key Terms for SpinCo Contracts)) and (A) designate Parent or other relevant Service Provider Party to be the entity from which such Person can obtain Supported Products under the order or contract during the Term and, (B) further designate SpinCo (or SpinCo’s Affiliate or other party designated and authorized by SpinCo other than Parent or any of its Subsidiaries) to be the seller from which such Person shall purchase Supported Products and the sole party responsible for all performance and any other obligations under the order or contract (including all Liabilities arising out of such performance or obligations) following the termination or expiration of the applicable Distribution Activity Term or, as applicable, this Agreement. If SpinCo cannot enter into an order or contract with such Person as set forth in the preceding sentence due to reasons beyond its reasonable control, Parent or the relevant Service Provider Party will enter into an order or contract with such Person for the sale of Supported Products, provided, that, any such order or contract shall contain an express provision at the time it is entered into or accepted that fully assigns to SpinCo or a Subsidiary of SpinCo all performance and other obligations of Parent or relevant the Service Provider Party under such order or contract effective upon the termination or expiration of the applicable Distribution Activity Term or, as applicable, this Agreement.

(ii) After SpinCo notifies Parent of its entry into such order or contract, subject to Section 2.4 and Section 2.5, Parent will set up such additional Persons in Parent’s order intake systems and provide Transitional Distribution Activities with respect to such additional Persons consistent with the processes and procedures applied to its other internal businesses. Such additional Person shall then be deemed to be a “Customer” for all purposes under this Agreement.

(iii) If, during the Term, a Customer requests or SpinCo intends to amend, extend, or renew an existing SpinCo Contract or enter into a new SpinCo Contract with a Customer for the sale of Supported Products on substantially the same terms as the existing arrangement (other than the term of the arrangement), SpinCo shall be

responsible for the communication with the relevant Customer and for preparing the necessary documents and handle the negotiations in the manner stated in Section 3.9(a)(i) above; provided, that, Parent shall reasonably cooperate with SpinCo to the extent necessary to facilitate such process. To the extent such intended amendment, extension or renewal relates to a SpinCo Shared Commercial Contract covering Supported Products and Parent products, the Parties will reasonably cooperate and discuss with the relevant Customer how to address Parent’s and SpinCo’s new roles and a potential split of the SpinCo Shared Commercial Contract.

(b) Additional Country(ies). Upon the written request of SpinCo to add one or more countries to this Agreement, Parent may elect, in its sole discretion to provide Transition Distribution Activities in such countries. If Parent, in its sole discretion, elects to approve any such request, the requested country(ies) shall be deemed to be “Country(ies)” for purposes of this Agreement.

SpinCo may identify and request Parent to perform the Transition Distribution Activities with respect to any additional product, provided, that, (A) SpinCo deems it reasonably necessary to effectuate the orderly consummation of the transactions contemplated under the SDA or the transition of the SpinCo Business to SpinCo and (B) Parent is reasonably capable, including holding the required Healthcare Permit, of performing the Transition Distribution Activities with respect to such additional product without a material increase in efforts or expenses. Parent will not unreasonably withhold its consent to SpinCo’s written request for such additional product which meets the criteria set forth in clauses (A) and (B) above, provided, that, the Transition Distribution Activities with respect to the requested additional product do not to exceed the then-current Distribution Activity Term applicable in the relevant Country (including any extensions thereto). Such additional product shall be deemed to be a “Supported Product” for all purposes hereunder. In no event, shall Parent be required to consider any request to provide any Transition Distribution Activities with respect to any additional product within sixty (60) days prior to the expiration of the applicable Distribution Activity Term.

ARTICLE 4

FINANCIALS

Section 4.1. Mark-Up Factor. Parent and SpinCo shall determine and agree in good faith on a percentage to be factored into the Contract Price to achieve, for any Supported Product in a given month, the Parent Compensation (the “Mark-Up Factor”) and shall re-evaluate the Mark-Up Factor on a quarterly basis.

Section 4.2. Settlement Statement.

(a) SpinCo Compensation (if a positive amount for a given monthly period) shall be paid to SpinCo on a Country-by-Country level and, unless specifically addressed in this Section 4.2, in accordance with the settlement process pursuant to Section 4.4 of the Transition Services Agreement which shall apply mutatis mutandis to the Agreement, provided, that, (i) in the

applicable jurisdictions, a Local Statement will be issued by a Subsidiary of Parent to a designated Subsidiary of SpinCo as listed in Appendix B (Local Statements) instead of a Settlement Statement issued by Parent to SpinCo, and (ii) instead of Section 4.4(a)(ii) of the Transition Services Agreement, Section 4.2(b) below applies to the Agreement.

(b) In each case unless otherwise required by applicable Law, all Settlement Statements and, in applicable jurisdictions, Local Statements shall be issued in the relevant local currency stated in Appendix B (Local Statements). If applicable, to the extent any amounts used in the calculation of SpinCo Compensation is not expressed in U.S. dollars and need to be converted to U.S. dollars for purposes of such calculation, Parent or Parent's relevant local Subsidiary shall convert such amount into U.S. dollars based upon the applicable foreign exchange rate reported by the foreign exchange rate services of Reuters using the average of each daily rate within the month applicable to the Settlement Statement or, as applicable, Local Statement.

(c) If in a given month the SpinCo Compensation in a given Country is a negative amount and the relevant local Subsidiary of Parent does not receive the full Parent Compensation due for the applicable month, then SpinCo shall pay to the relevant local Subsidiary of Parent a payment equal to the delta between the amount the relevant local Subsidiary of Parent actually received and the amount of Parent Compensation to which Parent’s relevant local Subsidiary was entitled based on the relevant Net Sales achieved in such Country in the relevant month (the “True-Up Payment”). The True-Up Payments payable to Parent’s relevant local Subsidiaries pursuant to the preceding sentence shall be calculated by Parent as part of a quarterly reconciliation calculation and be included in the Settlement Statement for the subsequent month pursuant to Section 4.2 above.

(d) No later than thirty (30) days following the date of receipt by SpinCo or Subsidiary of SpinCo of any Settlement Statement or, as applicable, Local Statement, if the net total amount for the month set forth in such Settlement Statement or Local Statement is (i) a positive amount, Parent shall remit to SpinCo or, as applicable, Parent's relevant local Subsidiary shall remit to SpinCo or the designated Subsidiary of SpinCo as listed in Appendix B (Local Statements) an amount equal to such net amount, or (ii) a negative amount, SpinCo shall remit to Parent and, as applicable, SpinCo or the designated Subsidiary of SpinCo as listed in Appendix B (Local Statements) shall remit to Parent or Parent's relevant local Subsidiary an amount equal to the absolute value of such net amount.

(e) Unless otherwise required by applicable Law, any payments pursuant to this Agreement with respect to a Settlement Statement or, in applicable jurisdictions, Local Statement shall be the relevant local currency stated in Appendix B (Local Statements) to the Party or relevant Subsidiary of a Party owed. Any payments due and payable pursuant to this Section 4.2 (to the extent not subject to an objection notice) and not made within the time required pursuant to Section 4.2(d) shall be subject to late charges, calculated based on the federal funds rate in effect on the date such payments were required to be made through the date of payment.

Section 4.3. Taxes.

(a) The amounts set forth herein are exclusive of all applicable stamp, value-added, goods and services, excise, transfer, sales, use, property, gross receipts Tax, or any similar Tax imposed, assessed or collected by or under the authority of any Tax Authority, that Parent or relevant Service Provider Party are required to collect from SpinCo in connection with Parent’s or relevant Service Provider Party’s performance SpinCo Compensation of the Transition Distribution Activities with respect to the sale or purchase of Supported Products between the Parties pursuant to this Agreement, or with respect to the payments due to Parent or relevant Service Provider Party hereunder (collectively, “Covered Taxes”). Notwithstanding the above, if Parent or relevant Service Provider Party is required by applicable Law to collect or pay Covered Taxes, Parent or relevant Service Provider Party may either collect such Covered Taxes from SpinCo by collecting such Covered Taxes as separately stated in the Settlement Statement or Local Statement (if applicable) for the applicable month or, if the underlying transaction that gives rise to the Covered Taxes is not addressed in the Settlement Statement or Local Statement (if applicable), then such Covered Taxes shall be collected in a similar manner to the payment related to such underlying transaction. Covered Taxes shall be computed on a transaction-by-transaction basis, based on the gross amount due unless otherwise required by applicable Law, prior to any netting of actual payments in the Settlement Statement or Local Statement (if applicable). To the extent SpinCo furnishes a valid and properly completed exemption certificate or other proof of exemption with respect to any Covered Tax in a form reasonably satisfactory to Parent, Parent or relevant Service Provider Party shall not collect such Covered Tax; provided that SpinCo shall be responsible for any such Covered Tax if such exemption certificate or other proof of exemption is disallowed by the applicable Tax Authority. Notwithstanding the foregoing, Parent or relevant Service Provider Party, as applicable, shall be responsible for any Covered Taxes (but only to the extent in the nature of, or constituting penalties or interest) imposed as a result of Parent’s or relevant Service Provider Party’s, as applicable, failure to timely remit any Covered Taxes to the applicable Tax Authority to the extent (i) SpinCo timely remits such Covered Taxes to Parent or relevant Service Provider Party, as applicable, or (ii) SpinCo’s failure to timely remit such Covered Taxes results from Parent’s or relevant Service Provider Party’s, as applicable, failure to timely charge or provide notice of such Covered Taxes to SpinCo.

(b) Except for any Covered Taxes pursuant to Section 4.3(a), the Parties shall make all payments pursuant to this Agreement to one another free and clear of any deduction or withholding for Taxes except to the extent a Party is required to deduct or withhold Taxes by applicable Law. To the extent a Party is required to deduct or withhold Tax (other than any Covered Tax) in connection with a payment to any other Party pursuant to this Agreement, then such Party shall timely pay over such deducted and withheld amounts to the applicable Tax Governmental Authority and promptly provide such other Party with evidence of such payment as requested. Where a relief, waiver or reduction of any deduction or withholding is available under applicable Law, the Parties shall cooperate to obtain such Tax exemption from the relevant Tax Governmental Authority.

(c) The Parties shall cooperate and use commercially reasonable efforts to (i) minimize the amount of Covered Taxes under Section 4.3(a) or any Taxes required to be deducted and withheld under applicable Law under Section 4.3(b), (ii) claim the benefit of any exemptions or reductions in applicable Tax rates, to the extent allowable under applicable Law, and (iii) furnish or cause to be furnished to each other, upon reasonable request, as promptly as practicable, information and assistance relating to the preparation and filing of any tax return, claim for refund or other filings relating to any Covered Taxes described in Section 4.3(a) and any Taxes described in Section 4.3(b).

(d) For the avoidance of doubt, each Party shall be solely responsible for any Taxes measured by or imposed on such Party’s net income.

ARTICLE 5

CHANGES

Section 5.1. Operational Changes. Without prejudice to Parent’s obligation to provide the Transition Distribution Activities in accordance with Section 2.3, Parent may, without a need for a formal change request, from time to time change the manner or methods of providing the Transition Distribution Activities if (i) Parent is making similar changes in performing similar services for its own internal organization (including ordinary patching, maintenance, and similar activities), or (ii) the change is required to comply with changes in applicable Law, rules or the requirements of any regulator (each such change an “Operational Change”). If the Operational Change is required to comply with changes in applicable Law and (i) only impacts one Party, such Party will bear the full cost of implementing such change, or (ii) affects both Parties, the cost of the change will be proportionately shared between the Parties. Parent shall give to SpinCo substantially the same notice of these Operational Changes (in content and timing), if any, as it gives to the relevant affected members of Parent and its Affiliates.

ARTICLE 6

INDEMNITIES

Section 6.1. Mutual Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its Affiliates and each of their respective past, present or future officers, directors, employees and agents and their respective successors, heirs and assignees and representatives (collectively the “Indemnified Persons”) from and against any damages, losses, liabilities or costs (other than costs allocated to be borne by the indemnified Party under the Agreement, but including reasonable legal expenses, costs of litigation and reasonable attorney’s fees) (“Damages”) incurred by the Indemnified Persons resulting from any Third Party Claim against the Indemnified Persons to the extent caused by, resulting from or in connection with:

(a) any breach of Section 10.5 by the Indemnifying Party or any of its Affiliates or its or their respective Representatives, or

(b) any gross negligence or willful misconduct by the Indemnifying Party or any of its Affiliates in connection with the performance of its obligations under this Agreement,

provided, however, that the Indemnifying Party shall not be responsible for any Damages of the Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with any Indemnified Person’s gross negligence or willful misconduct.

Section 6.2. Indemnification by SpinCo. Notwithstanding Section 6.1 above, SpinCo shall indemnify, defend and hold harmless Parent’s Indemnified Persons from and against

(a) any Damages resulting from any Third Party Claim to the extent caused by, resulting from or in connection with (i) any of the Transition Services Distribution Activities rendered or to be rendered by or on behalf of Parent pursuant to this Agreement (including the exploitation of such Transition Services Distribution Activities by SpinCo or its Affiliates), (ii) the transactions contemplated by this Agreement or (iii) Parent’s actions or inactions in connection with any such Transition Services Distribution Activities or transactions, provided, however, that SpinCo shall not be responsible for any Damages of Parent’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the Parent’s or any of its Affiliates’ gross negligence or willful misconduct in providing any of the Transition Services Distribution Activities; and

(b) any Damages caused by, resulting from or arising out of or in connection with the performance of the Transition Distribution Activities or the Subcontracted Performance, provided, however, that SpinCo shall not be responsible for any Damages of Parent’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with Parent’s or gross negligence or willful misconduct in providing any of the Transition Distribution Activities provided by or on behalf of Parent pursuant to this Agreement.

Section 6.3. Procedure.

(a) Each Party shall use its commercially reasonable efforts to mitigate any Damages for which such Party seeks indemnification under this Agreement.

(b) Sections 4.5 and 4.6 of the SDA shall govern the rights and obligations of the Parties in respect of the management and conduct of any claims for indemnification under this Agreement.

ARTICLE 7

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES

Section 7.1. Exclusions of Liability.

loss of business reputation, goodwill or opportunity relating to the breach or alleged breach of this Agreement, diminution of value or based on any type of multiple; provided, this sentence does not preclude such damages to the extent actually owed with respect to a Third-Party Claim or caused by, resulting from, arising out of, or in connection with (i) any fraudulent acts or omissions, (ii) a breach of Section 10.5, or (iii) solely with respect to such Damages incurred by Parent or any of its Affiliates, the use of the 3M Trademark by SpinCo or its Affiliates or licensees, including breach of license terms, damages to the 3M Trademark itself or the infringing use of the 3M Trademark. The limitations of this Section 7.1(a) apply regardless of whether the damages are based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal or equitable theory.

(b) Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of its Affiliates shall have any liability towards SpinCo or any of its Affiliates or Indemnified Persons for (a) any failure to perform the Transition Distribution Activities or Migration Support or any of its obligations hereunder in accordance with this Agreement or (b) any Damages or inconveniences incurred by SpinCo or any of its Affiliates or Indemnified Persons, in each case ((a) and (b)) to the extent caused by, relating to, or arising out of or in connection with (i) SpinCo’s or any of its Affiliates’ acts, omissions, or breach of this Agreement or failure to satisfy any of its obligations under this Agreement, (ii) SpinCo’s or any of its Affiliates’ implementation, execution, use or exploitation of any of the services (including the Transition Distribution Activities), products (including product liability claims) or other deliverables received by or benefits (including usage rights) granted to SpinCo or its Affiliates under or in accordance with this Agreement, (iii) SpinCo’s or any of its Affiliates’ manner of operating or conducting SpinCo’s business (including the operations or systems) if operated or conducted materially differently than the manner in which SpinCo’s business was operated or conducted immediately prior to the Initial Distribution, (iv) any transactions contemplated by this Agreement other than the provision of the Transition Distribution Activities or Parent’s other express obligations set out in this Agreement, or (v) Parent’s actions or inactions in connection with any deliverables, benefits or transactions pursuant to (i) through (v) or that were caused by specifications or directions provided by SpinCo, except, in each case, to the extent caused by Parent’s or its Affiliate’s gross negligence or willful misconduct in performing any of its obligations pursuant to this Agreement.

Section 7.2. Limitations of Liability.

(a) Subject to Section 7.3 below, Parent’s and its Affiliates’ aggregate maximum liability in connection with this Agreement, the Transition Services or the transactions contemplated hereby, shall not exceed in the aggregate in any calendar year, an amount equal to one hundred percent (100%) of the gross amount of Parent Compensation paid or payable by SpinCo for all Transition Distribution Activities rendered in that calendar year. In addition, any liability of Parent (and its Affiliates) under this Agreement shall be subject to and count against the Maximum Transition Agreement Cap. SpinCo acknowledges that the liability caps described in this Section 7.2 are fair and reasonable. For the avoidance of doubt, the liability caps under this Section 7.2(a) shall be calculated based on the gross amount of Service Fees paid or payable

under this Agreement, not the net amount of payments made pursuant to the Settlement Statement.

(b) Notice of any claim under this Agreement shall be in writing and made reasonably promptly after becoming aware of such claim, but in no event later than one (1) month after the date of termination or expiration of the Transition Distribution Activity giving rise to the claim and such claim must specify the Damages amount claimed and a reasonable description of the action (including, as applicable, the Transition Distribution Activity) giving rise to the claim.

(c) The limitation of liability of this Section 7.2 is independent of, and survives, any failure of the essential purpose of any limited or exclusive remedy under this Agreement.

(d) If and to the extent that Parent's failure to perform its obligations under this Agreement or any breach of this Agreement is caused by the act or omission of a Third Party Provider used by Parent for the provision of Existing Third Party Services, Parent shall not be responsible, liable or otherwise considered as being in breach of this Agreement, provided that Parent shall use its commercially reasonable efforts to exercise and enforce its contractual rights and seek to claim any available contractual remedies in respect of the relevant act or omission of the Third Party Provider, and pass-on to SpinCo an equitable and proportionate share of the damages or similar amounts. Alternatively, Parent may, in its sole discretion, assign to SpinCo any Damage claims that it may assert against the relevant Third Party Provider in relation to SpinCo’s Damage. In case the act or omission of the Third Party Provider that caused the Damage also caused prejudice to Parent’s own business (or that of its Affiliates), the distribution shall be limited to a reasonable pro rata share. For clarity, in case of Damages caused by acts or omissions by Third Party Providers involved in the provision of New Subcontracted Services, this Section 7.2(d) shall not apply.

Section 7.3. Unlimited Liability. The limitations of liability pursuant to Section 7.2 shall not apply to:

(a) any fraudulent, grossly negligent or willful acts or omissions by a Party;

(b) either Party’s breach of Section 10.5;

(d) Parent’s liability to pass-on any sums or other benefits it is able to recover from a Third Party Provider involved in the performance of Existing Third Party Services under Section 7.2(d); for clarity, any such recovered sums or benefits shall not count against the liability cap set out in Section 7.2(a);

(f) SpinCo’s obligation to replace, or provide a refund for, Supported Products that do not conform to the warranty pursuant to Section 3.3.

Section 7.4. Disclaimer of Warranties and Acknowledgment. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING, FOR THE AVOIDANCE OF DOUBT, WITH RESPECT TO THE NATURE AND QUALITY OF TRANSITION DISTRIBUTION ACTIVITIES UNDER SECTION 2.3, PARENT (ON BEHALF OF ITSELF AND ITS LICENSORS) MAKES NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITH RESPECT TO (a) THE NATURE, CONDITION OR QUALITY OF ANY TRANSITION DISTRIBUTION ACTIVITY OR ANY PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR SERVICES OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT OR (b) THE RESULTS THAT WILL BE OBTAINED BY USING, RECEIVING, OR APPLYING ANY SUCH TRANSITION DISTRIBUTION ACTIVITY OR PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR SERVICES, IN EACH CASE INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF NONINFRINGEMENT, MERCHANTABILITY, SUITABILITY, ACCURACY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. PARENT MAKES NO WARRANTY OR CONDITION THAT ANY TRANSITION DISTRIBUTION ACTIVITY OR PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR SERVICES OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT COMPLIES WITH ANY LAW OR ORDER. SPINCO EXPRESSLY AFFIRMS THAT IT IS NOT RELYING ON ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, OF PARENT IN ENTERING INTO THIS AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE DISCLAIMERS IN THIS SECTION 7.4. NOTWITHSTANDING THE FOREGOING, IN NO CIRCUMSTANCES WILL SPINCO BE ENTITLED TO SPECIFIC PERFORMANCE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH ANY BREACH OR ALLEGED BREACH HEREUNDER OR OTHER CLAIM ARISING HEREUNDER.

Section 7.5. Other Liability Terms.

ARTICLE 8

TERM AND TERMINATION

Section 8.1. Term.

(a) This Agreement shall become effective on the Effective Date; provided that, in the event the Statement Date is different from the Effective Date, then this Agreement shall be deemed effective as of the Statement Date for accounting and Settlement Statement (including Local Statement(s) (if applicable)) purposes. Unless earlier terminated pursuant to the terms of this Agreement, Parent shall provide each Transition Distribution Activity for the period specified for such Transition Distribution Activity in the relevant Transition Distribution Activity Schedule (each a “Distribution Activity Term”); the Parties will update the Transition Distribution Activity Schedules to reflect any adjustment of the Distribution Activity Terms pursuant to the Migration Plan agreed between the Parties under the Transition Services Agreement (if any). Any extension of a Distribution Activity Term for a Transition Distribution Activity beyond such adjustment pursuant to the preceding sentence requires Parent’s consent which shall be in Parent’s sole discretion and which might be subject to an increase of the Parent Compensation for the relevant Transition Distribution Activity, provided, that, no Distribution Activity Term for any Transition Distribution Activity may be extended beyond twenty-four (24) month following the Initial Distribution.

(b) Unless terminated earlier pursuant to Section 8.2, this Agreement shall remain in full force and effect until the earlier of (i) expiry or termination of the last Distribution Activity Term and (ii) twenty-four (24) month anniversary of the Initial Distribution (such period the “Term”).

Section 8.2. Termination.

(a) This Agreement may be terminated at any time prior to the expiration of the relevant Distribution Activity Term or, as applicable, the Term:

(i) by the mutual written consent of Parent and SpinCo, with respect to this Agreement, in its entirety or in part with respect to individual Transition Distribution Activities;

(ii) by either Party for a material breach of this Agreement by the other Party that is not cured within thirty (30) days (or such other period as agreed between the Parties) after written notice of such material breach is delivered to such other Party by the terminating Party;

(iii) by SpinCo, on a Country-by-Country basis, with respect to all Transition Distribution Activities, by prior written notice delivered to Parent, which termination of such Transition Distribution Activities shall be effective on the last day of the month immediately following the month in which such notice was received by Parent and, if applicable, subject to having an Exit Plan for such Transition Distribution Activities; or

(iv) by Parent in case SpinCo undergoes a change of control, meaning that a Third Party acquires Control over SpinCo or SpinCo has transferred or assigned this Agreement or any rights, interests or obligations hereunder in breach of Section 10.5 of the Transition Services Agreement (which shall apply mutatis mutandis to the Agreement pursuant to Section 10.3); or

(v) by either Party, with respect to any Transition Distribution Activities for which (i) early termination is expressly permitted for the relevant Transition Distribution Activity and (ii) if such Party is SpinCo, by ninety (90) days’ prior written notice to Parent, it being specified that if the Transition Distribution Activity terminates part way through an invoicing period, there shall be a pro rata adjustment to the Parent Compensation;

provided, that, in case of termination of a Transition Distribution Activity or Transition Service, as applicable, by either Party, to the extent Transition Distribution Activities are dependent upon the terminated Transition Distribution Activity or Transition Service, as applicable, such dependent Transition Distribution Activity shall also terminate automatically and concurrently with the terminated Transition Distribution Activity or Transition Service, as applicable.

(b) Notwithstanding anything in this Agreement (including this Section 8.2) to the contrary, this Agreement shall terminate automatically in its entirety upon the termination (including termination for material breach) or expiration of the Transition Services Agreement.

Section 8.3. Effect of Termination or Expiration. Upon termination or expiration of any Transition Distribution Activity or this Agreement in accordance with the terms of this Agreement, Parent and other relevant Service Provider Parties shall have no further obligation to provide such terminated or expired Transition Distribution Activity or, in the case of the termination or expiration of this Agreement, this Agreement in its entirety; provided, that, the provisions of Article 1 (Definitions), Section 2.7(a) (Third Party Software Licenses), Section 3.2(b)(ii) (Pricing, Payment Terms, and Shipping Terms for Supported Products) and Section 3.2(b)(iv) (Invoices), Section 3.3 (Product Warranty), Section 3.4 (Non-Conforming Product), Section 3.5 (Reimbursement for Returned Product), Section 3.6 (Product Recovery), Article 4 (Financials) (other than Section 4.3 (Taxes)), Article 6 (Indemnities), Article 7 (Limitation of Liability; Disclaimer of Warranties), Section 8.3 (Effect of Termination or Expiry), Section 8.4 (Sums Due), Article 10 (Miscellaneous) shall survive indefinitely the termination or expiration of this Agreement and the provisions of Section 4.3 (Taxes) shall survive until 30 days after the expiration of the statute of limitations (including any extensions thereof) applicable to the relevant Taxes.

Section 8.4. Sums Due. In the event of termination or expiration of this Agreement in its entirety or with respect to any Product or Customer, and without limiting any other applicable payment rights or obligations of the Parties hereunder, a Party shall be entitled to prompt payment or reimbursement of, and the other Party shall promptly pay and reimburse such Party under this Agreement, all amounts accrued or due under this Agreement with respect to such

terminated or expired Product or Customer, including any Covered Taxes, as of the date of the termination or expiration.

Section 8.5. Meet and Confer. If, at or prior to the expiration or termination of this Agreement, a Party, despite having taken reasonable and timely steps to operate independently, is unable to operate independently from the rights or services provided under this Agreement due to circumstances not caused by such Party’s action or inaction, the Parties will discuss in good faith commercially reasonable alternatives (up to and including a one-year extension of this Agreement beyond the initial Distribution Activity Term on a Country-by-Country basis, as needed) to avoid a business disruption for such Party. A request for such one-year extension shall not be unreasonably withheld.

ARTICLE 9

DATA PROTECTION

Section 9.1. Compliance with Data Protection Law. Each Party shall, and shall procure that each of its relevant Affiliates will, comply with all Applicable Data Protection Laws to that Party in its capacity as a service provider or service recipient or otherwise relevant to that Party in its performance under this Agreement.

Section 9.2. Data Protection Agreements. To the extent (i) a Party Processes Personal Information on behalf of the other Party or (ii) the Parties share Personal Information as independent data controllers, in each case subject to Applicable Data Protection Laws, Appendix D (Data Protection Agreements) shall apply as set forth therein.

ARTICLE 10

MISCELLANEOUS

Section 10.1. Notices. All notices, requests, claims, demands and other communications among the Parties under this Agreement shall be in writing and shall be deemed to have been properly delivered, given and received

(a) on the date of delivery if delivered by hand to the address below during normal business hours of the recipient during a business day, otherwise on the next business day,

(b) on the date of successful transmission if sent via e-mail during normal business hours of the recipient during a business day, otherwise on the next business day, or

(c) on the date of receipt by the addressee if sent (i) by a nationally recognized overnight courier, or (ii) by registered or certified mail, return receipt requested, and if received on a business day, and otherwise on the next business day.

Such notices or other communications must be sent to each respective Party at the address or e-mail set forth below (or at such other address or e-mail as shall be specified by a Party in a notice given in accordance with this Section 10.1):

If to Parent: 3M Company

3M Center, Building [●]

St. Paul, MN 55144

E-mail: [EMAIL] and Dealnotices@mmm.com

Attention: [TITLE]

with a copy (which shall not constitute notice) to:

3M Company

Office of General Counsel

3M Center, Building 220-9E-02

St. Paul, MN 55144

E-mail: [EMAIL] and Dealnotices@mmm.com

Attention: [TITLE]

If to SpinCo: Solventum Corporation

[ADDRESS]

E-mail: [●]

Attention: [TITLE]

with a copy (which shall not constitute notice) to:

Solventum Corporation

Office of General Counsel

[ADDRESS]

E-mail: [EMAIL]

Attention: [TITLE]

Section 10.2. Further References to SDA. Sections 10.2 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial); 10.6 (Severability), and 10.14 (Amendments) of the SDA shall apply mutatis mutandis to the Agreement.

Section 10.3. Further References to TSA. Sections 10.1 (Fees and Expenses), 10.2 (Force Majeure), 10.4 (Entire Agreement), 10.5 (Assignment), 10.6 (Dispute Resolution), 10.8 (Relationship of the Parties), 10.10 (Access to Information Technology Systems and Data) of the TSA shall apply mutatis mutandis to the Agreement.

Section 10.4. Transition Distribution Activities Exit Plan. For the convenience of SpinCo and in order to promote a smooth and orderly wind down and transition to SpinCo or the appropriate party of the Transition Distribution Activities upon the termination or expiration of the applicable Distribution Activity Term or, as applicable, this Agreement, Representatives of

SpinCo and Parent shall meet through the TDSA Sub-Committee or confer, in person or by telephone, as reasonably necessary (but no less than weekly during the period that the Term of this Agreement, and no less than biweekly thereafter) to jointly plan in good faith the wind down and service exit activities that will need to be managed or completed in preparation for the termination or expiration of each the Supported Products under this Agreement. These activities shall be reflected in a written service exit plan prepared by SpinCo and delivered to Parent no later than ninety (90) days before the expiration or termination of the applicable Distribution Activity Term or, as applicable, this Agreement on a Country-by-Country level (each an “Exit Plan”). The Service Provider Parties shall not be responsible or liable for any inconvenience, loss, or damages to SpinCo resulting from SpinCo’s failure to prepare or deliver the Exit Plan (except to the extent such failure is due to Service Provider Party’s failure to meet, confer or assist with the preparation of the Exit Plan).

Section 10.5. Confidentiality. With respect to the treatment of Confidential Information, Section 10.9 of the Transition Services Agreement shall apply mutatis mutandis to this Agreement.

Section 10.6. Dispute Resolution. Any claim, disagreement or dispute between the Parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement shall be resolved in accordance with Article VII of the SDA which shall apply mutatis mutandis to this Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Parent

3M COMPANY

By:

Name:

Title:

SpinCo

Solventum Corporation

By:

Name:

Title:

Exhibit 10.5

TRANSITION CONTRACT MANUFACTURING AGREEMENT

BY AND BETWEEN

3M COMPANY

AND

SOLVENTUM CORPORATION

DATED AS OF

[●], 2024


Article 1 Definitions		6

Section 1.1.	Certain Defined Terms.	6

Section 1.2.	Other Defined Terms	7

Section 1.3.	Hierarchy	8

Article 2 Contract Manufacturing Services		8

Section 2.1.	Transition Contract Manufacturing Services; Products	8

Section 2.2.	Supplier’s Affiliates and Third Party Providers.	10

Section 2.3.	Product Specifications.	10

Section 2.4.	Nature and Quality of Contract Manufacturing Services.	11

Section 2.5.	Supplier’s Policies and Procedures.	11

Section 2.6.	Labelling and Packaging of Products; Design Changes.	11

Section 2.7.	Limitations to Supplier’s Obligations.	11

Section 2.8.	Information, Cooperation, and Other Assistance	12

Section 2.9.	Access.	13

Section 2.10.	TCMA Sub-Committee.	13

Section 2.11.	Exit of Contract Manufacturing Services.	13

Section 2.12.	Final Inventory Purchase.	14
Section 2.13	Local Agreements.	15

Article 3 Use and maintenance of recipient equipment		15

Section 3.1.	Use of Recipient Equipment	15

Section 3.2.	Ownership.	15

Section 3.3.	Maintenance and Repair	15

Section 3.4.	Risk of Loss; Duty to Insure	16

Section 3.5.	Removal of Recipient Equipment	17

Article 4 Pricing and Price Changes		18

Section 4.1.	Prices.	18

Section 4.2.	Adjustment of Prices	18

Section 4.3.	Invoicing and Payment Terms.	18

Section 4.4.	Settlement Statement.	18

Section 4.5.	No Set-Off.	18

Section 4.6.	Taxes.	18

Article 5 Orders and Forecasts		19

Section 5.1.	Product Forecast.	19

Section 5.2.	Demand Plan.	19

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Section 5.3.	Orders.	20

Section 5.4.	Supply of Product.	20

Section 5.5.	Order Changes; Cancellations.	20

Section 5.6.	Inspection and Acceptance.	20

Article 6 Intellectual Property Rights		21

Section 6.1.	Ownership of Background IP.	21

Section 6.2.	Ownership of Foreground IP.	21

Section 6.3.	License by Recipient.	21

Section 6.4.	Definition of the term “control”.	21

Article 7 Quality Agreement		21

Section 7.1.	Compliance.	21

Section 7.2.	Interaction between this Agreement and the Quality Agreement.	22

Article 8 Limited Warranties & Remedy		22

Section 8.1.	Product Use.	22

Section 8.2.	Warranty and Limitations.	22

Section 8.3.	Limited Remedy.	22

Article 9 Indemnities		23

Section 9.1.	Mutual Indemnification.	23

Section 9.2.	Indemnification by Recipient.	23

Section 9.3.	Procedures.	23

Article 10 Limitation of Liability; Disclaimer of Warranties		24

Section 10.1.	Exclusion of Liability.	24

Section 10.2.	Limitation of Liability.	24

Section 10.3.	Unlimited Liability	25

Section 10.4.	Disclaimer of Warranties and Acknowledgment	26

Section 10.5.	Other Liability Terms	26

Article 11 Term and Termination		27

Section 11.1.	Term; Extension Period.	27

Section 11.2.	Termination.	27

Section 11.3.	Effect of Termination or Expiration.	28

Section 11.4.	Meet and Confer.	28

Article 12 Miscellaneous		29

Section 12.1.	References to the Transition Services Agreement.	29

Section 12.2.	Notices.	29

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Section 12.3.	Entire Agreement.	30

Section 12.4.	Further References to the SDA.	31

Section 12.5.	Record Retention.	31

Section 12.6.	Confidentiality.	31

Section 12.7.	Dispute Resolution.	31

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TRANSITION CONTRACT MANUFACTURING AGREEMENT

This TRANSITION CONTRACT MANUFACTURING AGREEMENT (this “Agreement” or “TCMA”), dated as of [●], 2024 (the “Effective Date”), is entered into by and between 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”).

RECITALS

WHEREAS, SpinCo and Parent are parties to that certain Separation and Distribution Agreement, dated as of [●], 2024 (the “SDA”);

WHEREAS, this Agreement is an “Ancillary Agreement” pursuant to the SDA;

WHEREAS, consistent with SpinCo’s authority to set the strategic direction for, and make strategic decisions in respect of, the SpinCo Business following the transactions contemplated under the SDA, this Agreement sets forth the terms and conditions pursuant to which each of SpinCo and Parent (as applicable) desires to make use of, and such other Party desires to provide, the Contract Manufacturing Services for a limited period following the Effective Date; and

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ARTICLE 1

DEFINITIONS

“Confidential Information” has the meaning set forth in the Transition Services Agreement.

“Delivery” means a delivery to Recipient or its designated carrier of Products by Supplier in accordance with the shipping terms indicated per Product in a purchase order or as otherwise agreed between the Parties, and Deliver and Delivered have corresponding meanings.

“Demand Plan” has the meaning set forth in the Transition Distribution Services Agreement; for clarity, the Demand Plan covers any Product supplied and sold by Supplier to Recipient hereunder for distribution by Supplier or its Affiliates under the TDSA, but not any other Product supplied and sold by Supplier to Recipient hereunder.

“IP Cross License Agreement” means the Intellectual Property Cross License Agreement entered into entered into between Parent and SpinCo on or around the date of this Agreement.

“Licensed Primary Trade Secrets” means “Company Licensed Primary Trade Secrets” or “SpinCo Licensed Primary Trade Secrets” as defined in the IP Cross License Agreement, as applicable.

“Master Supply Agreement” means the Master Supply Agreement entered into between Parent and SpinCo on or around the date of this Agreement.

“Manufacture” or “Manufactured” means the procurement of materials required for the production of the Products (and being the importer of record for such materials) and the production and other related activities as agreed by the Parties on a Product-by Product basis (including packaging, labelling, quality sampling, quality testing and warehousing of the Products, but excluding final market release).

“Quality Agreement” means the Master Quality Supplier Agreement entered into between Parent and SpinCo on or around the date of this Agreement.

“Recipient” means with respect to any Contract Manufacturing Service, the Party designated as “Recipient” in Appendix A.

“Recipient Equipment” means any production machines, tools, molds, dies or related equipment that (a) constitutes an asset of Recipient and (b) are located at a Supplier Manufacturing Facility.

“Regulatory Requirements” means all Laws governing (a) the establishment of recordkeeping or reporting obligations for Third Party complaints or adverse events, (b) recall,

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and obligations related to Product certifications, registrations, listings, qualifications, design, safety, or (c) regulatory compliance.

“Settlement Statement” has the meaning set forth in the Transition Services Agreement.

“Specification” means any packaging, Product, or service standards, specifications, and other requirements applicable to a Product as agreed between the Parties in accordance with Section 2.3.

“Supplier” means with respect to any Contract Manufacturing Service, the Party designated as “Supplier” in Appendix A.

“Supplier Manufacturing Facility” means with respect to each Supplier the facilities which are owned, leased or operated by such Supplier or its Affiliates, including the facilities listed in Appendix A.

“Transition Distribution Services Agreement” or “TDSA” means the Transition Distribution Services Agreement entered into between Parent and SpinCo on or around the date of this Agreement.

“Transition Services Agreement” means the Transition Services Agreement entered into between Parent and SpinCo on or around the date of this Agreement.

Section 1.2. Other Defined Terms

Term

Section

Agreement

Introductory paragraph

Contract Manufacturing Services

Section 2.1(a)

Contractor

Section 3.6

Damages

Section 9.1

Effective Date

Recitals

Exit

Section 2.11(a)

Exit Plan

Section 2.11(c)

Exit Support

Section 2.11(b)

Final Term

Section 11.1(c)

Indemnified Persons

Section 9.1

Indemnifying Party

Section 9.1

Local Agreement

Section 2.13(a)

Indirect Taxes

Section 4.6(a)

Local Statement

Definition of Settlement Statement

Parent

Introductory paragraph

Parties

Introductory paragraph

Party

Introductory paragraph

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PFAS

Section 2.1(d)

PFAS Products

Section 2.1(d)

Price

Section 4.1

Product

Section 2.1(a)

Remaining Inventory

Section 2.12(a)

SDA

Recitals

Service Affiliate

Section 2.2(a)

Service Term

Section 11.1(b)

Shutdown

Section 2.7(b)(i)

SpinCo

Introductory paragraph

Supplier Party

Section 2.2(b)

TCMA

Introductory paragraph

TCMA Sub-Committee

Section 2.10

Third Party Provider

Section 2.2(a)

Section 1.3. Hierarchy. The appendices to this Agreement shall form part of this Agreement. In case of any conflicts, the body of this Agreement shall prevail over its appendices, unless explicitly stated otherwise in the relevant appendix with reference to the clause in the body of the Agreement from which it deviates. In the event of a conflict between the terms of the SDA and the terms of this Agreement, the terms of the SDA shall prevail, unless explicitly set out otherwise in this Agreement with reference to the clause in the SDA from which it deviates.

ARTICLE 2

CONTRACT MANUFACTURING SERVICES

Section 2.1. Transition Contract Manufacturing Services; Products.

(a) Upon the terms and subject to the conditions set forth in this Agreement, and in consideration of the amounts payable by Recipient pursuant to Article 4, Supplier shall (i) Manufacture at the applicable Supplier Manufacturing Facilities the products set forth in Appendix A (the “Products”) and (ii) sell the Products to Recipient for any lawful use or purpose ((i) and (ii) together constitute the “Contract Manufacturing Services”) and (iii) Deliver the Products to Recipient. Appendix A sets forth a complete list of the Supplier Manufacturing Facilities and Products as of the Effective Date, including for each Product the applicable Service Term, lead times, packaging, Prices (as defined below) and other details.

(b) Recipient understands and agrees that neither Supplier nor any of its Affiliates is in the business of providing Contract Manufacturing Services to Third Parties and is not a professional services provider and that Supplier and its Affiliates have no interest under any circumstances in continuing, and shall not be obligated to continue, (i) any Contract Manufacturing Service beyond its Service Term or (ii) this Agreement beyond the Final Term.

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(c) Recipient (or its relevant Affiliate) shall at all times bear the risk of loss for all Products (including in-process inventory which shall include raw materials) to be Manufactured and Delivered to Recipient by Supplier, including during the time Supplier (or its Affiliate) holds legal title to such Products or in-process inventory or stores the Products or in-process inventory at the Supplier Manufacturing Facilities prior to the Delivery or sale of such Products to Recipient.

(d) Product Discontinuation; PFAS.

(i) Except as set forth in Section 2.1(d)(ii), Supplier’s right to discontinue a Product is limited to an event of Force Majeure (subject to Section 10.2 of the Transition Services Agreement, as incorporated via Section 12.1) or situations where Supplier is taking such action to comply with applicable Law, including actual or anticipated enforcement actions, legal or regulatory concerns from agencies or other governmental authorities, permits or other operating approvals that may impact production or liabilities relating to operations. Supplier will give one year advance prior notice of discontinuation where the circumstances permit such a time period, otherwise Supplier will give advance notice as is practicable under the circumstances. For any Product discontinuation the SA Contacts will determine whether additional Product capacity exists beyond the relevant Forecast and/or historical purchase quantities and agree upon and document any final purchase quantities and timing. Where any Product discontinuation occurs under this Section 2.1(d)(i) and agreement on final purchase quantities cannot be reached in a reasonable amount of time, the matter will be escalated to the TCMA Sub-Committee.

(ii) Supplier is planning to exit the manufacture and supply of Products consisting of, containing, or manufactured with the aid of, per- and polyfluoroalkyl substances (“PFAS” and such Products the “PFAS Products”). Recipient is fully aware of this exit. Within thirty (30) business days of Supplier providing notice of its discontinuation or suspension of the manufacturing, distribution or supply of any PFAS Products, the Parties will meet to discuss a final purchase schedule of such PFAS Product to allow Recipient to build a reasonable inventory of such PFAS Product (not to exceed the quantity of such PFAS Product supplied in the prior twelve (12) months). The TCMA Sub-Committee will confer on the availability of the PFAS Product, review the status of open Orders that may be accepted and filled, and determine whether Supplier is able to manufacture any additional quantities based on its manufacturing schedules, availability of raw materials and inputs, and any other constraints. Nothing herein shall require that Supplier undertake additional manufacturing of a PFAS Product if doing so would be inconsistent with Supplier’s exit of PFAS and PFAS Products. Recipient is responsible for all costs, expenses, and risk of damage and loss in storing Products supplied as part of the final purchase schedule. Where Recipient does not request a final purchase schedule or where the Parties are unable to reach agreement on a final purchase schedule.Supplier’s rights hereunder expressly include that Supplier may discontinue or reduce the quantity of PFAS Products available in its complete and sole discretion,

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including reducing or rejecting the quantities identified in Product Forecasts, Demand Plans, and/or Orders, even if previously accepted.

Section 2.2. Supplier’s Affiliates and Third Party Providers.

(a) In providing the Contract Manufacturing Services to Recipient, Supplier may (i) use its own personnel, (ii) use any of the personnel of any of its Affiliates (each such Affiliate involved in the provision of the Transition Services a “Service Affiliate”), or (iii) employ the services of qualified contractors, subcontractors, vendors or other Third Party providers, (each, a “Third Party Provider”); Recipient’s written consent shall only be required prior to engaging a Third Party Provider if (x) expressly required by the Quality Agreement or Appendix A for a specific Contract Manufacturing Service, or (y) in Supplier’s reasonable opinion, after consultation with Recipient, the usage of a Third Party Provider would be expected to have a material negative impact on the provision of the Contract Manufacturing Services.

(b) Each of Supplier and any of its Affiliates or Third Party Providers used by Supplier to provide Contract Manufacturing Services shall be referred to as a “Supplier Party.” Where this Agreement imposes obligations on Supplier or any Supplier Party, Supplier shall cause and compel each Service Affiliate or, as applicable, direct each Third Party Provider to perform such obligations and comply with the terms of this Agreement, provided, that, Supplier shall, subject to Section 10.2(d), remain responsible for such Supplier Party’s compliance with the terms of this Agreement.

Section 2.3. Product Specifications. Supplier will Manufacture each Product for Recipient in accordance with the applicable Specifications as determined and provided by Recipient. Specifications are set forth in the Quality Agreement or may be agreed to by the Parties using such other system(s), database(s), and/or document(s) as the Parties may agree to confirm applicable Specifications. Where a written Specification does not exist, either Party may initiate discussions on creating and including such documentation under this Agreement. Where no documented Specification exists, then references to the Specifications as set forth herein will mean that the Product meets the manufacturing release standards and release processes customarily used by Supplier for that Product of Recipient immediately prior to the Effective Date.

Section 2.4. Nature and Quality of Contract Manufacturing Services. Supplier shall provide the Contract Manufacturing Services, if nothing applicable is specified in Appendix A or the Quality Agreement, with at least substantially the same degree of care, skill, quality (including skill and diligence), and manner of performance used by Supplier or its Affiliates, as applicable, in providing substantially similar services to its own internal organization at the time the Contract Manufacturing Services are performed.

Section 2.5. Supplier’s Policies and Procedures. The Contract Manufacturing Services shall be provided by Supplier in accordance with Supplier’s and each Service Affiliate’s policies and procedures that are applicable at the time the Contract Manufacturing Services are provided. If Recipient accesses Supplier’s systems or premises or otherwise utilizes Supplier’s facilities or equipment, Supplier shall so inform Recipient and specify the relevant policies or

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procedures to Recipient, and Recipient shall then conform to the requirements of such policies or procedures while having access to such systems or premises utilizing such facilities or equipment. Nothing in this Agreement shall prohibit Supplier or, as applicable, the Service Affiliates from making changes from time to time to such policies and procedures; provided, however, that any changes to such policies and procedures shall not materially change the care, skill and diligence applicable to the provision of any Contract Manufacturing Services hereunder. If Recipient cannot – using commercially reasonable efforts – comply with any of the above changes, the Parties will discuss in good faith to find an approach to address any issues or find reasonable work-arounds at Recipient’s sole cost and expense.

Section 2.6. Labelling and Packaging of Products; Design Changes. As of the Effective Date and excluding changes to branding, naming, or trademarks, Supplier will continue to package Product as it was packaged and labeled immediately prior to the Effective Date. To the extent practicable, content and format details for packaging and labeling should be set forth in documentation maintained by the Parties, which may be compiled with the Specifications or in such other manner as the Parties designate. For Product where packaging and labeling documentation is specified, Supplier is responsible to supply Product in accordance therewith. Where Recipient requests that packaging be changed or modified by Supplier, or that new packaging be implemented by Supplier, the Parties will cooperate to implement such change on a reasonable timeline and work through existing inventory to avoid waste or scrapped inventory or packaging, and Product pricing will be adjusted to reflect the change (increase or decrease) in costs. Where Recipient mandates that such change take place more quickly than can be agreed to by Supplier, Recipient is responsible to reimburse Supplier for scrapped inventory and waste.

Section 2.7. Limitations to Supplier’s Obligations. In addition to any other limitation or exclusion of Supplier’s obligations or liability hereunder, the Parties agree as follows:

(a) Capacity Limitations. Subject to Section 5.2, Supplier shall provide all Contract Manufacturing Services in accordance with the applicable Demand Plan and Product Forecast.

(b) Maintenance and Shutdowns. Supplier and the applicable Service Affiliates shall have the right in their sole discretion to determine that it is necessary or appropriate to temporarily suspend the Contract Manufacturing Services due to scheduled or emergency maintenance, modification, repairs, updates or upgrades, alterations or replacements of any of systems or operations which are required to provide Contract Manufacturing Services (a “Shutdown”). Supplier will use commercially reasonable efforts to provide Recipient with reasonable written notice of such Shutdowns as soon as reasonably practicable. If the obligations of Supplier to provide the Contract Manufacturing Services are suspended in accordance with Section 2.7(b), (i) no Party shall have any liability whatsoever to the other Party directly arising out of or relating to such suspension; and (ii) any payment of Prices for suspended Contract Manufacturing Services is suspended as well. Notwithstanding the foregoing, if a Shutdown continues materially longer than anticipated, the Parties will discuss in good faith an alternative to the affected Contract Manufacturing Services.

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(c) Legal Compliance. Supplier shall not be required hereunder to take any action (including by providing any Contract Manufacturing Services or information pursuant to Section 2.8) that would constitute, or that Supplier reasonably believes would constitute, (i) a violation of any applicable Law (including any failure to hold an applicable permit); (ii) a breach of a Supplier Party’s contractual obligations, or (iii) any other violation of a Third Party’s rights; provided, however, that in each of the foregoing circumstances, Supplier shall use commercially reasonable efforts to provide Recipient with reasonably prompt written notice upon becoming aware of such impediment and the Parties shall cooperate in good faith to identify a commercially reasonable alternative to the affected Contract Manufacturing Services at Recipient’s sole cost and expense.

(d) Product Regulatory Requirements. For the purpose of clarity, and without limiting any other limitation or exclusion of Supplier’s obligations or liability hereunder, Supplier Parties shall not be responsible under this Agreement for any Regulatory Requirements (except as may be required as part of the Specifications). If Recipient requests information reasonably required for, and related to, Regulatory Requirements, Supplier Parties shall cooperate in good faith by providing Recipient relevant Product information reasonably available to Supplier.

Section 2.8. Information, Cooperation, and Other Assistance. Recipient shall cooperate with any Supplier Party as reasonably necessary for the performance of the Contract Manufacturing Services. Upon Supplier’s request, Recipient shall provide any relevant Supplier Party with all information available to Recipient that is reasonably necessary to perform any Contract Manufacturing Services or the Exit Support; provided that Recipient shall not be required to disclose any information to the extent disclosure to the applicable Supplier Party is not permitted under applicable Law or disclosure of such information is subject to any contractual restrictions that prevent Recipient from disclosing such information. If and to the extent Recipient (or any of its personnel) has been performing functions or provided other contributions in support of the receipt of Contract Manufacturing Services at the Effective Date, Recipient shall continue to perform such functions or contributions. If Recipient fails to perform such functions or contributions, Supplier shall have no obligation to provide the relevant Contract Manufacturing Service and shall not be responsible for any Damages resulting therefrom.

Section 2.9. Access.

(a) To the extent reasonably required for any relevant Supplier Party to perform, or otherwise make available, the Contract Manufacturing Services or Exit Support, or for Recipient to receive the Contract Manufacturing Services or Exit Support, the Party granting such access shall, and shall ensure that its Affiliates shall, without any charge,

(i) provide any relevant Party with reasonable access, on an as-needed basis, to any of such Party’s or its Affiliates’ equipment, office space, plants, telecommunications, devices, and computer equipment and systems (subject to Section 10.10 of the Transition Services Agreement (which shall apply mutatis mutandis to this Agreement pursuant to Section 12.1)) and any other areas and equipment; and

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(ii) perform any tasks and provide any acknowledgments or materials specified to be provided by either Party in Appendix A related to such access.

Supplier shall use commercially reasonable efforts to minimize the disruption to Recipient’s operations in exercising such access rights.

(b) Each Supplier Party shall, without any charge: (i) provide Recipient with reasonable access upon reasonable request in advance to Supplier and any relevant Affiliate, to the Recipient Equipment and inventories of Products and raw materials and works-in-progress used to Manufacture the Products, in each case located at such Supplier Manufacturing Facility; (ii) perform any tasks and provide any acknowledgments, approvals or notifications or materials specified to be provided by Supplier related to such access; and (iii) cooperate with Recipient in the planning, staging and removal of the respective assets from such Supplier Manufacturing Facility in accordance with the Exit Plan. Each Supplier Party shall grant the access described in this Section 2.9(b) during business hours (unless such access is needed urgently or related to an emergency) and the accessing party shall use commercially reasonable efforts to minimize the disruption to Supplier’s operations in exercising such access rights.

Section 2.10. TCMA Sub-Committee. The Parties agree that the Transition Committee shall, during its first meeting, establish a TCMA subcommittee to provide oversight for the administration of this Agreement in accordance with Section 2.16 of the SDA (the “TCMA Sub-Committee”) and determine the procedures and composition of the TCMA Sub-Committee to manage all responsibilities delegated to it by the Transition Committee. The Parties shall set out the procedures and composition of the TCMA Sub-Committee determined by the Transition Committee on a schedule to the SDA.

Section 2.11. Exit of Contract Manufacturing Services.

(a) During the term of this Agreement, Recipient agrees to work diligently and expeditiously to employ or retain personnel, install and commission the Recipient Equipment and any other production machines, tools, molds, dies or related equipment required for the Manufacture of the Products and establish infrastructure and systems with the objective to enable a transition of the Contract Manufacturing Services to its own manufacturing facilities (or to a Third Party Provider designated to take over the Manufacture of Products) (the “Exit”) as soon as possible.

(b) Upon Recipient’s request, Supplier shall, during the term of this Agreement, support the Exit to the extent reasonably required for the orderly hand-over of the Contract Manufacturing Services to Recipient or any Affiliate or Third Party designated by Recipient (the “Exit Support”); provided, however, that the Exit Support shall not exceed consultation and support from five (5) full time employees for five (5) business days prior to the Exit and five (5) business days following the Exit unless expressly agreed in advance by both Supplier and Recipient.

(c) Within ninety (90) business days after the Effective Date, the Parties shall in good faith agree on a plan to promote a smooth and orderly wind down and transition to

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Recipient or the appropriate vendor of the Contract Manufacturing Services (including an inventory build plan) and the Exit Support to be provided by Supplier (the “Exit Plan”). The Exit Plan shall also include the identification of necessary input materials for certain Products, which input materials will be provided by Supplier to Recipient under the Master Supply Agreement in connection with the Exit and thereafter. Recipient shall be responsible for the preparation and the provision of the final Exit Plan as early as possible for Supplier’s review and input. Once agreed, both Parties shall comply with the terms of the Exit Plan, including in relation to timelines and milestones defined therein and a periodic review of the implementation of the Exit Plan once every thirty (30) days starting from the agreement of the Exit Plan by the TCMA Sub-Committee.

(d) Except as otherwise stated in this Agreement or as otherwise agreed in the Exit Plan, each Party shall be responsible for the costs and expenses incurred by it and its Affiliates in connection with the Exit.

Section 2.12. Final Inventory Purchase.

(a) On a Contract Manufacturing Service-by-Contract Manufacturing Service level, promptly upon the termination or expiration of the applicable Service Term with respect to a Contract Manufacturing Service, Recipient shall, or shall cause one or more of its Affiliates to, purchase from Supplier (i) at the applicable Price, all remaining inventories of the relevant Product, as well as (ii) at the purchase price paid by Supplier, all remaining raw materials used for the Contract Manufacturing Services for such Product that Supplier cannot use otherwise (the “Remaining Inventory”). Within sixty (60) days of the termination or expiration of the applicable Service Term, Supplier shall separately invoice Recipient or its Affiliate designated by Recipient for any amounts owing to Supplier pursuant to this Section 2.12, with such invoice to include any applicable Tax arising from the purchase of Remaining Inventory, contemplated by this Section 2.12. Recipient or Recipient’s Affiliate (as applicable) shall remit payment no later than thirty (30) days following the date of receipt of any such invoice.

(b) Recipient shall also be responsible for, and pay all expenses it incurs in connection with, removing, transporting, relocating, transferring, scrapping or disposing of all Remaining Inventory, as applicable, pursuant to Section 2.12(a) no later than thirty (30) days after the termination or expiration of the applicable Service Term.

(c) With respect to Recipient’s obligations pursuant to Section 2.12(a) and (b) above, Supplier shall, on a Contract Manufacturing Service-by-Contract Manufacturing Service basis, be allowed to hold back an amount equal to the amount payable by Recipient for the relevant Remaining Inventory pursuant to Section 2.12(a). Supplier shall release the amount held back pursuant to the preceding sentence as part of the global settlement process in the USA, provided, that, Recipient has fulfilled its obligations pursuant to Section 2.12(a) and (b).

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Section 2.13. Local Agreements.

(a) If required under applicable Law or for accounting, operational, tax or regulatory reasons, the Parties may agree to prepare and execute (or procure the execution of) local transition contract manufacturing agreements for the relevant country(ies) which shall be based on and reflect the terms and conditions of this Agreement to the greatest extent possible and only deviate from the terms and conditions in this Agreement to the extent required under applicable local Law in such country(ies) or to address the accounting, operational, tax or regulatory issues (each such agreement, a “Local Agreement”). Prior to entering into any such Local Agreement, the Parties shall discuss and, acting reasonably and in good faith, agree on such changes to such terms and conditions which are required by applicable Law or are necessary in order to address or mitigate any applicable legal, financial, accounting, operational, tax or regulatory issues specific to such country(ies) reasonably raised by either Party.

(b) Each Party shall procure that its respective Subsidiaries comply with their respective obligations under the relevant Local Agreement.

ARTICLE 3

USE AND MAINTENANCE OF RECIPIENT EQUIPMENT

Section 3.1. Use of Recipient Equipment. Supplier and its relevant Affiliates shall at all times during the Service Term have the right to use any Recipient Equipment, for any purposes reasonably necessary for the provision of Contract Manufacturing Services hereunder, and consistent with Supplier’s use immediately prior to the Effective Date.

Section 3.2. Ownership. Supplier acknowledges, on behalf of itself and each other Supplier Party, that the Recipient Equipment, any replacements thereof, and all related drawings and other documentation related thereto are the property of Recipient (or one of its Affiliates). Recipient (or one of its Affiliates) retains all right, title and interest in and to the Recipient Equipment and Supplier, on behalf of itself and all other Supplier Parties, disclaims any such interest other than its rights to use the Recipient Equipment under and in accordance with this Agreement. Supplier shall not sell, encumber, assign or otherwise dispose of any Recipient Equipment and shall keep the Recipient Equipment free from any Security Interest during the term of the Agreement. Except as contemplated in Section 3.4, Supplier and its Affiliates shall not transfer or remove any Recipient Equipment from any Supplier Manufacturing Facility without the prior written consent of Recipient.

Section 3.3. Maintenance and Repair. During the term of the Agreement:

(a) Supplier shall, or shall cause its relevant Affiliates to, for no additional consideration, perform reasonable and ordinary maintenance and routine repairs to keep the Recipient Equipment in good repair and working order and prevent the Recipient Equipment from deteriorating (except, in each case, for any reasonable, ordinary course wear and tear); and

(b) Recipient shall be solely responsible for performing and paying all costs for any maintenance or repairs beyond such reasonable and ordinary maintenance and routine

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repairs to the Recipient Equipment referred to in clause (a), except to the extent needed as a result of Supplier’s gross negligence, in which case Supplier shall be responsible for such costs.

(c) If, during the term of the Agreement, Supplier identifies maintenance or repairs for which Recipient would be responsible pursuant to clause (b) above, Supplier shall promptly provide Recipient written notice of such repair or maintenance, including a good faith estimate of the time, disruption to operations and cost associated therewith and, if applicable a recommended Third Party vendor to perform such repair or maintenance ; provided that a Third Party vendor shall only be selected by Recipient to perform such repair or maintenance if the vendor is able to perform such work in a timely manner and is able to avoid undue disruption. Recipient shall, within five (5) days (or fewer if the situation requires) of receipt of such notice, notify Supplier as to whether such maintenance or repair is approved (and whether Recipient would prefer to conduct such repair using a different Third Party). If Recipient elects for (i) Supplier to conduct such maintenance or repair, and Supplier is willing to undertake the repair, Supplier shall perform such maintenance or repairs in a manner materially consistent with the policies and practices applicable to repairs and maintenance for Supplier’s business, and Recipient shall reimburse Supplier for Supplier’s actual cost reasonably incurred in performing such maintenance or repair, or (ii) Supplier’s proposed Third Party to perform the repair or maintenance, Supplier shall negotiate and enter into an agreement with such Third Party vendors to perform the repairs or maintenance on the terms included in the notice provided to Recipient, and Recipient shall reimburse Supplier for its out-of-pocket expenses paid to such Third Party. If Recipient desires to perform any such maintenance or repairs itself or using a Third Party provider to conduct such repairs or maintenance, Supplier shall grant such parties access to conduct such repairs or maintenance and shall provide reasonable assistance in connection therewith ; provided, that, with respect to any such Third Party providers, Supplier or Recipient can require that they are subject to restrictions on its use and disclosure of Supplier’s Confidential Information at least as restrictive as those set forth in this Agreement. Supplier shall have the right to reasonably approve and condition access with respect to any Third Party providing maintenance and repair services hereunder at a Supplier Manufacturing Facility. If such repairs or maintenance involve access to Recipient-owned Licensed Primary Trade Secrets, Supplier shall follow the security policies governing the use of such Licensed Primary Trade Secret.

Section 3.4. Risk of Loss; Duty to Insure. The risk of loss or damage with respect to Recipient Equipment remains with Recipient during the term of the Agreement, unless any such loss or damage (i) is primarily due to a Supplier Party’s failure to repair or maintain such Recipient Equipment in accordance with Section 3.3 or (ii) Supplier’s gross negligence or willful misconduct in operating the Supplier Manufacturing Facilities, in which case of (i) and (ii), Supplier shall be responsible for the risk of loss or damage. Until the Recipient Equipment shall have been removed from the Supplier Manufacturing Facilities in accordance with Section 3.5, Recipient shall insure the Recipient Equipment against any risk of loss or damage thereto from any cause, including theft, pilferage, deterioration or casualty, except due to intentionally wrongful acts of Supplier. Except as otherwise stated in Section 3.2, Recipient shall bear all costs to replace or repair any Recipient Equipment that have been lost, damaged destroyed, or that are no longer in good repair and working order. All replacements of the Recipient Equipment shall

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become property of Recipient and will be deemed for all purposes under this Agreement to be the Recipient Equipment.

Section 3.5. Removal of Recipient Equipment.

(a) Upon the expiration or termination of this Agreement, or upon the termination of any Contract Manufacturing Service at any Supplier Manufacturing Facility, Supplier shall, and shall cause its relevant Affiliates to, retain and provide reasonable assistance to Recipient or a Third Party contractor (“Contractor”) selected by or consented to in writing by Recipient, which shall remove from manufacturing operations, crate, and make available for transport (a) in the case of the expiration or termination of this Agreement, all Recipient Equipment, or (b) in the case of the termination of any Contract Manufacturing Service at any Supplier Manufacturing Facility, all Recipient Equipment at such Supplier Manufacturing Facility that is not used in the performance of any other Contract Manufacturing Service at such Supplier Manufacturing Facility, in each case in the same condition (except for any reasonable wear and tear) as such Recipient Equipment was in on the Effective Date.

(b) Recipient agrees to assume responsibility for, and pay all expenses in connection with, and reimburse Supplier for, reasonable costs (whether internal or external) incurred by Supplier and its relevant Affiliates in connection with the removal of Recipient Equipment, including costs and expenses associated with (i) removing, crating, and making available for transport all Recipient Equipment, which costs shall be agreed by the Parties in the Exit Plan, and (ii) restoring the areas of such facilities in which the Recipient Equipment was located (and any other areas of such facilities that were impacted or damaged in connection with such removal) to a broom clean and safe condition including by (x) safely capping supply and discharge lines (electrical, liquids, gas, etc.) and (y) repairing any damage or holes to concrete, flowing, walls or ceilings. Recipient shall also be responsible for making arrangements for, and paying all expenses associated with, transportation of the Recipient Equipment.

(c) Supplier will propose a Contractor per the timeline agreed upon in the Exit Plan, or otherwise ninety (90) days prior to the expiration or (if possible) termination of this Agreement or any Contract Manufacturing Service and will share the name of the Contractor and the preliminary cost estimate and any other material terms provided by the Contractor to Recipient. If Recipient objects to the selected Contractor, Recipient must notify Supplier of its objection within thirty (30) business days, and Supplier and Recipient will work together in good faith to promptly identify an alternate Contractor that is mutually acceptable to Supplier and Recipient.

(d) Supplier and Recipient will cooperate to define exact timing for the removal of the Recipient Equipment in the Exit Plan; provided, such removal and transportation shall be completed within sixty (60) business days following the date of such expiration or termination; provided, that such sixty (60) business day period may be extended as reasonably necessary as a result of any event of Force Majeure. Supplier agrees, from and after the date of such expiration or termination, to provide, or cause its relevant Affiliates to provide, Recipient, its agents and employees access to those areas of the Supplier Manufacturing Facilities during reasonable business hours or otherwise in accordance with the Exit Plan, upon reasonable notice

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and subject to any applicable event of Force Majeure, necessary for purposes of transporting such Recipient Equipment. For the avoidance of doubt, nothing herein modifies the terms stated in Section 3.4. Supplier will invoice Recipient for all expenses associated with this Section 3.5 promptly after Supplier incurs such expenses, as agreed in the Exit Plan.

ARTICLE 4

PRICING AND PRICE CHANGES

Section 4.1. Prices. The price for each Product is stated in Appendix A which prices include all Product costs payable by Recipient (the “Price”). Where Supplier is arranging transportation and shipping, such expenses will be reflected in the price base on FCA port of export, Incoterms® 2020 rules. Taxes and additional amounts will be stated on the invoice and owed by Recipient.

Section 4.2. Adjustment of Prices. Supplier may, in its sole discretion, adjust Prices at any time and will use reasonable efforts to provide at least thirty (30) days’ notice. Adjusted Prices will apply to any pending and accepted Orders.

Section 4.3. Invoicing and Payment Terms.

(a) Following the end of each calendar month, Supplier shall invoice the amounts to be paid by Recipient for Contract Manufacturing Services under this Agreement (including any payments for Exit Support pursuant to this Agreement) in USD to Recipient for that month.

(b) All payments invoiced under this Agreement shall be due within thirty (30) calendar days after the date of the invoice.

Section 4.4. Settlement Statement. Payments invoiced under Section 4.3 shall, once they become due, be considered in and paid as part of the Settlement Statement process set out in Section 4.2 of the Transition Services Agreement.

Section 4.5. No Set-Off. Other than as part of the Settlement Statement process, Recipient shall not be entitled to set-off, withhold or reduce any payment of Prices by any amounts which it claims are owed to it by Supplier under this Agreement or any other agreement.

Section 4.6. Taxes.

(a) All amounts payable under this Agreement shall be exclusive of any sales, use, value-added, transfer, goods and services, consumption, excise, service, stamp, documentary, filing, recordation or other similar Taxes. Without limiting any provision of this Agreement, Recipient shall pay and be responsible for any and all sales, use, value-added, transfer, goods and services, consumption, excise, service, stamp, documentary, filing, recordation or other similar Taxes imposed or assessed with respect to the provision of Contract Manufacturing Services by Supplier (“Indirect Taxes”). Supplier shall issue proper invoices usable by Recipient to recover (by way of credit or refund) Indirect Taxes in jurisdictions where they are recoverable. Supplier and Recipient shall cooperate to minimize any Indirect Taxes and

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in obtaining any refund, return or rebate, or in applying for an exemption or zero-rating for Contract Manufacturing Services giving rise to any Indirect Taxes, including by filing any exemption or other similar forms or providing a valid tax identification number or other relevant registration numbers, certificates or other documents.

(b) All payments of amounts payable under this Agreement shall be made free and clear of any deduction or withholding for Taxes except to the extent Recipient is required to deduct or withhold Taxes by applicable Law. To the extent Recipient is required to deduct and withhold Tax in connection with a payment of amounts payable under this Agreement, Recipient shall timely pay over such deducted and withheld amounts to the applicable Tax Governmental Authority and promptly provide Supplier with evidence of such payment. Where a relief, waiver or reduction of any deduction or withholding is available under applicable Law, Supplier and Recipient shall cooperate to obtain such Tax exemption from the relevant Tax Governmental Authority.

ARTICLE 5

ORDERS AND FORECASTS

Section 5.1. Product Forecast. During the term of the Agreement, Recipient shall deliver to Supplier a non-binding forecast of Recipient’s good faith estimate of its anticipated purchases of Products during the following twelve (12) months (a “Product Forecast”) which Recipient shall update each month thereafter no later than the last business day of each month during the term of the Agreement. Each such Product Forecast shall be prepared in good faith and include, to the extent reasonably practical, a breakdown of the specific quantity of each such Product that Recipient plans to order during each month during the applicable twelve (12) month period.

Section 5.2. Demand Plan. Concurrently with the first Product Forecast, and every three (3) months thereafter during the applicable Service Term, Recipient shall deliver to Supplier the Demand Plan setting out Recipient’s demands of Products during the following three (3) months period and Recipient will be deemed to have made a firm commitment to purchase each Product specified therein in at least the quantity specified therein and Supplier and any relevant Affiliate may rely thereon in ordering raw materials and scheduling time needed to Manufacture the Products. To the extent the Demand Plan sets out volumes that exceed the volumes indicated for the same period of time in the applicable Product Forecast by not more than ten percent (10%), Supplier will consider such request in good faith and use commercially reasonable efforts to Manufacture and Deliver such excess amounts; provided, however, that Supplier shall not be obligated to Manufacture and Deliver any volumes set out in the Demand Plan that exceed the volumes indicated for the same period of time in the applicable Product Forecast.

Section 5.3. Orders. Recipient shall place orders for Products in line with past practice and in accordance with the Demand Plan and the further requirements set out Appendix A. Without prejudice to Section 5.2, when Recipient submits a purchase order for Products during the term of the Agreement, such purchase order will be a firm order. Supplier shall accept

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all orders for Products made by Recipient that are consistent with the Demand Plan and Appendix A and otherwise in compliance with this Agreement. With respect to any such purchase order submitted by Recipient to Supplier pursuant to this Agreement, the Parties agree that the terms and conditions of this Agreement shall control, and that no terms or conditions specified in such purchase order shall have any effect, except as to the identification of the quantity of Products ordered pursuant to such purchase order. Supplier’s acceptance of any such purchase order may occur by (a) Delivery of the applicable Products to Recipient, (b) written acknowledgement delivered by Supplier to Recipient, or (c) electronic shipment confirmation.

Section 5.4. Supply of Product. For any purchase order for Products Recipient submits in accordance with this Agreement, Supplier shall, or shall cause its relevant Affiliates to, supply the requested Product and quantities, and shall use commercially reasonable efforts to deliver the Products specified in such order within Supplier’s lead time for such Products as specified in Appendix A. Delivery will be FCA port of export, Incoterms® 2020 rules. If Supplier or its relevant Affiliate will not be able to deliver ordered Product within such period, Supplier shall notify Recipient and provide Recipient with an estimate of the Delivery time of such Product.

Section 5.5. Order Changes; Cancellations. Once an order is placed and accepted, it may only be changed or canceled by Recipient with mutual agreement of the Parties, except as otherwise stated in this Agreement.

Section 5.6. Inspection and Acceptance.

(a) For Products Delivered during the term of the Agreement, Recipient shall conduct a reasonable inspection of Product Deliveries within a reasonable timeframe (not to exceed thirty (30) days from Delivery) and notify Supplier in writing if any Product fails in any respect (including in quantity or in Specification) to conform to this Agreement or the applicable Specifications.

(b) Any such Product for which a defect is discoverable upon reasonable inspection and with respect to which Recipient fails to deliver a notice pursuant to Section 5.6(a) within thirty (30) days after its Delivery shall be deemed to have been accepted by Recipient and cannot be returned, and Supplier shall have no obligation to replace such Product. In the event of breach of warranty pursuant to Section 8.2, the terms of Section 8.3shall govern.

(c) Any Product materially converted or altered by Recipient (or any of Recipient’s customers) after Delivery shall be deemed to have been accepted by Recipient and cannot be returned, and Supplier shall have no obligation to replace such Product, provided, that, if a material defect existed prior to such conversion or alteration and such defect was not discoverable upon investigation prior to such conversion or alteration, the Parties shall cooperate in the course of any investigation and potential arrangements for the replacement of defective Product pursuant to this Agreement.

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ARTICLE 6

INTELLECTUAL PROPERTY RIGHTS

Section 6.1. Ownership of Foreground IP. All Intellectual Property Rights developed in the course of the provision of the Contract Manufacturing Services shall be solely owned by Recipient, provided that Supplier will retain a non-exclusive right to use such IP developments in the Joint Field, Open Field, and Company Field (in case of SpinCo as the Recipient) and SpinCo Field (in case of Parent as the Recipient), as those terms are defined in the IP Cross License Agreement.

Section 6.2. License by Recipient. Notwithstanding anything to the contrary in the IP Cross License Agreement, Recipient hereby grants, and shall procure that its relevant Affiliates shall grant, to Supplier and its Affiliates a royalty-free, non-exclusive, non-transferable (except as set out in Section 10.5 of the Transition Services Agreement (which shall apply mutatis mutandis to this Agreement pursuant to Section 12.1)), non-sub-licensable (except to subcontractors permitted under this Agreement) license during the term of this Agreement to use the Intellectual Property Rights controlled by Recipient and its Affiliates only to the extent necessary for Supplier’s provision of the Contract Manufacturing Services and the Exit Support in accordance with this Agreement.

Section 6.3. Definition of the term “control”. For the purposes of Section 6.2, the term “control” shall mean having the legal authority to grant the relevant license under the relevant Intellectual Property Right without violating the terms of any agreement with any Third Party and without triggering any additional payment obligations to such Third Party.

ARTICLE 7

QUALITY AGREEMENT

Section 7.1. Compliance. To the extent applicable to the activities to be performed by the Parties under this Agreement, the Parties shall comply (and shall procure that their respective Affiliates comply) with the terms of the Quality Agreement.

Section 7.2. Interaction between this Agreement and the Quality Agreement. The Parties acknowledge and agree that:

(a) in the event of any conflict between this Agreement and the Quality Agreement: (i) to the extent that the conflict relates to processes or procedures relating to quality assurance, the relevant provision(s) of the Quality Agreement shall apply; and (ii) in all other respects, the relevant provision(s) of this Agreement shall apply;

(b) neither Party (or their Affiliates) shall be liable for any breach of a quality agreement, except to the extent that breach constitutes a breach of, and gives rise to liability under, this Agreement;

(c) Article 10 of this Agreement shall apply in relation to the Quality Agreement, and that Article shall be construed accordingly; and

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(d) any dispute in relation to any aspect of, or failure to agree any matter arising in relation to, the Quality Agreement shall be deemed to be a dispute under this Agreement and Section 12.7 shall apply.

ARTICLE 8

LIMITED WARRANTIES & REMEDY

Section 8.1. Product Use. Recipient acknowledges that many factors that are uniquely within Recipient’s knowledge affect the use and performance of the Products, including use in Recipient’s manufacture and sale of its own products. Recipient is solely responsible for its own products, including for determining whether each Product is fit for a particular purpose and suitable for incorporation into Recipient’s products and use in its manufacturing processes. Recipient is solely obligated to assure that Recipient’s products are safe and comply with applicable Laws.

Section 8.2. Warranty and Limitations. Supplier represents and warrants that at the time of Delivery to Recipient or, if drop shipped from a Supplier Manufacturing Facility, to the Recipient’s designated drop ship location, each Product will (a) meet the applicable Specification, and (b) conform to the applicable requirements of the Quality Agreement as well as all applicable Laws. Supplier has no obligation or responsibility for determining whether any Product is fit for a particular purpose or suitable for any Recipient’s use and methods of application. Supplier has no obligation for changes, alterations, or modifications in any Product that result from Recipient’s storage, handling, and use of the Product in the manufacture or assembly of Recipient’s products. For the avoidance of doubt, this warranty and limitations shall control over the Quality Agreement for Products supplied under this Agreement.

Section 8.3. Limited Remedy. If a Product is non-conforming in that it does not meet the warranty pursuant to Section 8.2, Recipient’s sole and exclusive remedy is, at Supplier’s option, replacement or repair of the Product demonstrated to be non-conforming or refund of the Price paid. Claims of non-conformance must be made pursuant to Section 5.6. For the avoidance of doubt, this limited remedy shall control over the Quality Agreement for Products supplied under this Agreement.

ARTICLE 9

INDEMNITIES

Section 9.1. Mutual Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its Affiliates and each of their respective past, present or future officers, directors, employees and agents and their respective successors, heirs and assignees and representatives (collectively the “Indemnified Persons”) from and against any damages, losses, liabilities or costs (other than costs allocated to be borne by the indemnified Party under the Agreement, but including reasonable legal expenses, costs of litigation and reasonable attorney’s fees) (“Damages”) incurred by the Indemnified Persons

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resulting from any Third Party Claim against the Indemnified Persons to the extent caused by, resulting from, or in connection with:

(a) any breach of Section 12.6 by the Indemnifying Party or any of its Affiliates or its or their respective Representatives, or

(b) any gross negligence or willful misconduct by the Indemnifying Party or any of its Affiliates in connection with the performance of its obligations under this Agreement,

Section 9.2. Indemnification by Recipient. Notwithstanding Section 9.1, Recipient shall indemnify, defend and hold harmless Supplier’s Indemnified Persons from and against any Damages resulting from any Third Party Claim to the extent caused by, resulting from or in connection with (i) any of the Products supplied by or on behalf of Supplier hereunder, (ii) the transactions contemplated by this Agreement or (iii) Supplier’s actions or inactions in connection with any such Products or transactions, provided, however, that Recipient shall not be responsible for any Damages of Supplier’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the Supplier’s or any of its Affiliates’ gross negligence or willful misconduct in performing its obligations under this Agreement.

Section 9.3. Procedures.

(a) Each Party shall use its commercially reasonable efforts to mitigate any Damages for which such Party seeks indemnification under this Agreement.

(b) Sections 4.5 and 4.6 of the SDA shall govern the rights and obligations of the Parties in respect of the management and conduct of any claims for indemnification under this Agreement.

ARTICLE 10

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES

Section 10.1. Exclusion of Liability.

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omissions, (ii) a breach of Section 12.6, or (iii) solely with respect to such damages incurred by Parent or any of its Affiliates, the use of the 3M Trademark by SpinCo or its Affiliates or licensees, including breach of license terms, damages to the 3M Trademark itself or the infringing use of the 3M Trademark. The limitations of this Section 10.1(a) apply regardless of whether the damages are based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal or equitable theory.

(b) Notwithstanding anything in this Agreement to the contrary, neither Supplier nor any of its Affiliates shall have any liability towards Recipient or any of its Affiliates or Indemnified Persons for (a) any failure to supply the Products or perform any of its obligations hereunder in accordance with this Agreement or (b) any Damages or inconveniences incurred by Recipient or any of its Affiliates or Indemnified Persons, in each case ((a) and (b)) to the extent caused by, relating to, or arising out of or in connection with (i) Recipient’s or any of its Affiliates’ acts, omissions, or breach of this Agreement or failure to satisfy any of its obligations under this Agreement, (ii) Recipient’s or any of its Affiliates’ implementation, execution, use or exploitation of any of the services, Products (including product liability claims) or other deliverables received by or benefits (including usage rights) granted to Recipient or its Affiliates under or in accordance with this Agreement, (iii) Recipient’s or any of its Affiliates’ manner of operating or conducting Recipient’s business (including the operations or systems) if operated or conducted materially differently than the manner in which Recipient’s business was operated or conducted immediately prior to the Initial Distribution, (iv) any transactions contemplated by this Agreement other than the supply of the Products or Supplier’s other express obligations set out in this Agreement, or (v) Supplier’s actions or inactions in connection with any deliverables, benefits or transactions pursuant to (i) through (v) or that were caused by Specifications or directions provided by Recipient, except, in each case, to the extent caused by Supplier’s or its Affiliate’s gross negligence or willful misconduct in performing any of its obligations pursuant to this Agreement.

Section 10.2. Limitation of Liability.

(a) Subject to Section 10.3 below, Supplier’s and its Affiliates’ aggregate maximum liability in connection with this Agreement, the Products supplied hereunder or the transactions contemplated hereby, shall not exceed in the aggregate in any calendar year, an amount equal to one hundred percent (100%) of the gross amount of Price paid or payable by Recipient for all Products in that calendar year. In addition, any liability of Supplier (and its Affiliates) under this Agreement shall be subject to and count against the Maximum Transition Agreement Cap. Recipient acknowledges that the liability caps described in this Section 10.2(a) are fair and reasonable. For the avoidance of doubt, the liability caps under this Section 10.2(a) shall be calculated based on the gross amount of Service Fees paid or payable under this Agreement, not the net amount of payments made pursuant to the Settlement Statement.

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amount claimed and a reasonable description of the action (including, as applicable, the relevant act or omission) giving rise to the claim.

(c) The limitation of liability of this Section 10.2 is independent of, and survives, any failure of the essential purpose of any limited or exclusive remedy under this Agreement.

(d) If and to the extent that Supplier's failure to perform its obligations under this Agreement or any breach of this Agreement is caused by the act or omission of a Third Party Provider used by Supplier for the performance of any of its obligations hereunder, Supplier shall not be responsible, liable or otherwise considered as being in breach of this Agreement, provided that Supplier shall use its commercially reasonable efforts to exercise and enforce its contractual rights and seek to claim any available contractual remedies in respect of the relevant act or omission of the Third Party Provider, and pass-on to Recipient an equitable and proportionate share of the damages or similar amounts. Alternatively, Supplier may, in its sole discretion, assign to Recipient any Damage claims that it may assert against the relevant Third Party Provider in relation to Recipient’s Damage. In case the act or omission of the Third Party Provider that caused the Damage also caused prejudice to Supplier’s own business (or that of its Affiliates), the distribution shall be limited to a reasonable pro rata share.

Section 10.3. Unlimited Liability. The limitations of liability pursuant to Section 10.2 shall not apply to:

(a) any fraudulent, grossly negligent or willful acts or omissions by a Party;

(b) either Party’s breach of Section 12.6;

(d) Supplier’s liability to pass-on any sums or other benefits it is able to recover from a Third Party Provider under Section 10.2(d); for clarity, any such recovered sums or benefits shall not count against the liability cap set out in Section 10.2(a);

(e) Recipient’s liability for Damages incurred by Supplier in relation to the use of the 3M Trademark by Recipient or its Affiliates or licensees, including breach of license terms, damages to the 3M Trademark itself or the infringing use of the 3M Trademark; and

(f) Supplier’s obligation to replace, or provide a refund for, Products that do not conform to the warranty pursuant to Section 8.2.

Section 10.4. Disclaimer of Warranties and Acknowledgment. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT SUPPLIER (ON BEHALF OF ITSELF AND ITS LICENSORS) MAKES NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITH RESPECT TO (a) THE NATURE, CONDITION OR QUALITY OF ANY PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR

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SERVICES OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT OR (b) THE RESULTS THAT WILL BE OBTAINED BY USING, RECEIVING, OR APPLYING ANY SUCH PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR SERVICES, IN EACH CASE INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF NONINFRINGEMENT, MERCHANTABILITY, SUITABILITY, ACCURACY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. SUPPLIER MAKES NO WARRANTY OR CONDITION THAT ANY PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR SERVICES OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT COMPLIES WITH ANY LAW OR ORDER. RECIPIENT EXPRESSLY AFFIRMS THAT IT IS NOT RELYING ON ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, OF SUPPLIER IN ENTERING INTO THIS AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE DISCLAIMERS IN THIS SECTION 10.4. NOTWITHSTANDING THE FOREGOING, IN NO CIRCUMSTANCES WILL PURCHASER BE ENTITLED TO SPECIFIC PERFORMANCE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH ANY BREACH OR ALLEGED BREACH HEREUNDER OR OTHER CLAIM ARISING HEREUNDER.

Section 10.5. Other Liability Terms

ARTICLE 11

TERM AND TERMINATION

Section 11.1. Term; Extension Period.

(a) This Agreement shall enter into force on the Effective Date.

(b) Unless earlier suspended or terminated pursuant to the terms of this Agreement, Supplier shall provide, and Recipient shall receive, each Contract Manufacturing Service from the Effective Date and for the period specified for such Contract Manufacturing Service in Appendix A (such period, as it may be extended in accordance with this Section 11.1(b), the “Service Term”). The Service Term for any Contract Manufacturing Service may be extended only (i) as expressly provided in Appendix A for the relevant Contract Manufacturing

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Services or (ii) by the mutual written consent of the Parties, subject in each case (i) and (ii) to the following:

(A) no Service Term for any Contract Manufacturing Service may be extended beyond three (3) years following the Effective Date except as provided in Section 11.4 of this Agreement; and

(B) the Price for the extended Contract Manufacturing Service shall be increased during the extended Service Term as set forth in Appendix A for the relevant Contract Manufacturing Services (if applicable).

(c) Unless terminated earlier pursuant to Section 11.2, this Agreement shall remain in full force and effect through the last day of the “Final Term,” which shall be the date of the termination or expiration of the last Service Term (as defined in and as may be extended in accordance with Section 11.1(b)) for any Contract Manufacturing Service.

Section 11.2. Termination. This Agreement or any Contract Manufacturing Services may be terminated at any time prior to the expiration of the Final Term:

(a) by either Party for a material breach of this Agreement by the other Party that is not cured within thirty (30) days after written notice of such material breach is delivered to such other Party by the terminating Party; provided that Supplier may only terminate with respect to Contract Manufacturing Services directly related to such material breach;

(b) on a Product-by-Product basis, by a Party as otherwise (and to the extent and in the manner) specifically permitted in this Agreement (including Appendix A) by prior written notice delivered to the other Party; or

(c) by Parent with ninety (90) days’ prior written notice in case SpinCo undergoes a change of control, meaning that a Third Party acquires Control (as defined in the Transition Services Agreement) over SpinCo or SpinCo has transferred or assigned this Agreement or any rights, interests or obligations hereunder in breach of Section 10.5 (Assignment) of the Transition services Agreement (which shall apply mutatis mutandis to this Agreement pursuant to Section 12.1).

Section 11.3. Effect of Termination or Expiration.

(a) Upon termination or expiration of any Contract Manufacturing Service or this Agreement in accordance with the terms of Section 11.2,

(i) Supplier and relevant Supplier Parties shall have no further obligation (A) to provide such terminated or expired Contract Manufacturing Services or, (B) in the case of the termination or expiration of this Agreement, with respect to this Agreement in its entirety, subject to this Section 11.3 and provided that the provisions of Article 1 (Definitions), Section 2.12 (Final Inventory Purchase), Section 4.4 (Settlement Statement), Section 6.1 (Ownership of Foreground IP), Article 8 (Limited Warranties & Remedy), Article 9 (Indemnities), Article 10 (Limitation of Liability; Disclaimer of

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Warranties), Section 11.3 (Effect of Termination or Expiry), Article 12 (Miscellaneous) shall survive indefinitely the termination or expiration of this Agreement; and

(ii) any licenses of Intellectual Property Rights granted under Section 6.2 shall terminate with immediate effect, except to the extent relevant to any remaining Contract Manufacturing Services.

(b) If Supplier terminates any Contract Manufacturing Service or this Agreement for cause pursuant to Section 11.2(a), Recipient shall reimburse to Supplier any costs and expenses that Supplier or its Affiliates incur or are obliged to pay in connection with the termination of the Contract Manufacturing Service (including any internal or external wind-down costs and non-cancellable costs under any agreement between Supplier or its Affiliates and a Third Party Provider).

(c) Except to the extent required for the performance of its remaining obligations under this Agreement, upon request each Party shall (and shall procure that its Affiliates shall) return or deliver to the other Party all records and documents containing Confidential Information of the other Party (or its Affiliates) or, at the other Party’s direction, shall destroy such Confidential Information, and certify that the destruction has taken place. The Party returning or destroying the Confidential Information may retain (i) a copy of the Confidential Information for the purposes of, and so long as required by, any applicable Law or its internal compliance procedures, and (ii) copies of any computer records and files containing any Confidential Information that have been created pursuant to automatic archiving and back-up procedures, subject to continuing obligations of non-use and non-disclosure.

(d) In the event of termination or expiration of this Agreement or any Contract Manufacturing Services, and without limiting any other applicable payment rights or obligations of the Parties hereunder, any Party owed payment shall be entitled to prompt payment or reimbursement of, and such Party owing payment shall promptly pay and reimburse the Party owed payment under this Agreement or the applicable Contract Manufacturing Service for, all amounts accrued or due under this Agreement or with respect to any terminated or expired Contract Manufacturing Services, as of the date of such termination or expiration.

Section 11.4. Meet and Confer. If, at or prior to the expiration or termination of this Agreement, a Party, despite having taken all reasonable and timely steps to operate independently, is unable to operate independently from the rights or services provided under this Agreement, the Parties will discuss in good faith commercially reasonable alternatives (up to and including an extension of this Agreement) to avoid a business disruption for such Party; provided, that, the other Party will not unreasonably withhold consent to a request for a reasonable extension of this Agreement for a period of time no longer than reasonably necessary to allow the requesting Party to operate independently and the Parties will discuss in good faith the applicable financial terms of such extension to ensure the terms are commercially reasonable.

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ARTICLE 12

MISCELLANEOUS

Section 12.1. References to the Transition Services Agreement. Sections 10.1 (Fees and Expenses), 10.2 (Force Majeure), 10.5 (Assignment), 10.8 (Relationship of the Parties), 10.10 (Access to Information Technology Systems and Data) of the Transition Services Agreement shall apply mutatis mutandis to the Agreement.

Section 12.2. Notices.

(a) All notices, requests, claims, demands and other communications among the Parties under this Agreement shall be in writing and shall be deemed to have been properly delivered, given and received

(i) on the date of delivery if delivered by hand to the address below during normal business hours of the recipient during a business day, otherwise on the next business day,

(ii) on the date of successful transmission if sent via e-mail during normal business hours of the recipient during a business day, otherwise on the next business day, or

If to Parent: 3M Company

3M Center, Building [●]

St. Paul, MN 55144

E-mail: [EMAIL] and Dealnotices@mmm.com

Attention: [TITLE]

with a copy (which shall not constitute notice) to:

3M Company

Office of General Counsel

3M Center, Building 220-9E-02

St. Paul, MN 55144

E-mail: [EMAIL] and Dealnotices@mmm.com

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Attention: [TITLE]

If to SpinCo: Solventum Corporation

[ADDRESS]

E-mail: [●]

Attention: [TITLE]

with a copy (which shall not constitute notice) to:

Solventum Corporation

Office of General Counsel

[ADDRESS]

E-mail: [EMAIL]

Attention: [TITLE]

Section 12.3. Entire Agreement. This Agreement (including the Appendices hereto), the SDA and any other agreements, instruments or documents being or to be executed and delivered by a Party or any of its Affiliates pursuant to or in connection with this Agreement constitute the sole and entire agreement of the Parties with respect to the subject matter contained hereof, and supersede all prior agreements and understandings between the Parties with respect to such subject matter, other prior representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter.

Section 12.4. Further References to the SDA. Sections 10.2 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial); 10.6 (Severability), and 10.14 (Amendments) of the SDA shall apply mutatis mutandis to the Agreement.

Section 12.5. Record Retention. Each Party shall adhere to its then current record retention policies and provide the other Party with reasonable access to any relevant records reasonably required to satisfy any mandatory audit by a governmental body.

Section 12.6. Confidentiality. With respect to the treatment of Confidential Information, Section 10.9 of the Transition Services Agreement shall apply mutatis mutandis to this Agreement.

Section 12.7. Dispute Resolution. Any claim, disagreement or dispute between the Parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement shall be resolved in accordance with Article VII of the SDA which shall apply mutatis mutandis to this Agreement.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

PARENT

3M Company

By:

Name:

Title:

[SIGNATURE PAGE TO THE TRANSITION CONTRACT MANUFACTURING SERVICES AGREEMENT]

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SPINCO

Solventum Corporation

By:

Name:

Title:

[SIGNATURE PAGE TO THE TRANSITION CONTRACT MANUFACTURING SERVICES AGREEMENT]

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Exhibit 10.6

RESEARCH AND DEVELOPMENT MASTER SERVICES AGREEMENT

BY AND BETWEEN

SOLVENTUM CORPORATION

AND

3M COMPANY

DATED AS OF

[●], 2024


Article 1 Definitions		5

Section 1.1.	Certain Defined Terms.	5

Section 1.2.	Other Defined Terms	7

Section 1.3.	Hierarchy.	8

Article 2 Services and Deliverables		8

Section 2.1.	Statements of Work; Services; Deliverables.	8

Section 2.2.	Orders	9

Section 2.3.	Nature and Quality of Services and Deliverables.	9

Section 2.4.	Maintenance and Shutdowns.	9

Section 2.5.	No Violation of Law or Supplier Standards.	9

Section 2.6.	Information, Cooperation, and Other Assistance.	9

Section 2.7.	Change Management.	10

Section 2.8.	RDSA Contacts; RDSA Sub-Committee.	10

Section 2.10.	No Professional Service Provider.	11

Article 3 Term		11

Section 3.1.	Term.	11

Section 3.2.	Termination.	12

Section 3.3.	Meet and Confer.	12

Article 4 Purchases		12

Article 5 Prices, Payment & Delivery		13

Section 5.1.	Prices.	13

Section 5.2.	Delivery and Payment.	13

Section 5.3.	Bank Instructions.	13

Article 6 SpinCo Materials & Deliverables		13

Section 6.1.	Requester Materials.	13

Section 6.2.	Deliverables.	14

Section 6.3.	Access to Information Technology Systems and Data.	15

Article 7 Safety & regulatory Compliance		16

Section 7.1.	Compliance with Laws	16

Section 7.2.	Anti-Bribery; Export Control	16

Section 7.3.	Debarment	17

Article 8 Warranty & Limited Remedy		17

Section 8.1.	Warranty	17

Section 8.2.	Limited Remedy	17


Article 9 Indemnities		18

Section 9.1.	Mutual Indemnification	18

Section 9.2.	Indemnification by SpinCo	18

Section 9.3.	Procedure	18

Article 10 Limitation of liability; Disclaimer of Warranties		19

Section 10.1.	Exclusions of Liability.	19

Section 10.2.	Limitations of Liability.	19

Section 10.3.	Unlimited Liability.	20

Section 10.4.	Disclaimer of Warranties and Acknowledgment.	21

Section 10.5.	Other Liability Terms.	21

Article 11 Insurance		21

Article 12 Confidentiality & Data Security		22

Section 12.1.	Confidentiality	22

Section 12.2.	Data Security	22

Article 13 Miscellaneous		22

Section 13.1.	Notices	22

Section 13.2.	Further References to the TSA	23

Section 13.3.	Further References to the SDA	23

Section 13.4.	PFAS.	23

Section 13.5.	Dispute Resolution.	24

Section 13.6.	Execution.	24

RESEARCH AND DEVELOPMENT MASTER SERVICES AGREEMENT

[Note: This form of R&D MSA covers 3M supplying services to SpinCo. There will be a separate R&D MSA for the reverse where SpinCo will supply services to 3M. The terms will be the same except as noted in comments.]

This RESEARCH AND DEVELOPMENT MASTER DEVELOPMENT AGREEMENT (“Master Agreement”), dated as of [●], 2024 (the "Effective Date”), is entered into by and between Solventum Corporation, a Delaware corporation (“SpinCo”), and 3M Company, a Delaware corporation (“Parent” and together with Parent, the “Parties” and individually a "Party").

RECITALS

WHEREAS, Supplier and Purchaser are parties to that certain Separation and Distribution Agreement, dated as of [●], 2024 (the “SDA”);

WHEREAS, this Agreement is an “Ancillary Agreement” pursuant to the SDA;

ARTICLE 1

DEFINITIONS

Section 1.1. Certain Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the SDA. To the extent there is any

conflict between the definitions set forth in the SDA and this Master Agreement, definitions provided in this Master Agreement will prevail. As used in this Agreement, the following terms shall have the following meanings:

“Access Code” means the personal identification number assigned by SpinCo for an individual Supplier Personnel for the purpose of accessing a SpinCo System.

“Agreement” means collectively the Master Agreement and all Statements of Work.

“Confidential Information” has the meaning set forth in the Transition Services Agreement.

“Intangible Developments” means all know-how, inventions, discoveries and improvements, whether or not patentable, and works of authorship, conceived by or in the case of copyrightable works authored by Provider, its employees and agents in the performance of Provider’s obligations under the Statement of Work, during the Term.

“Intangible Process Developments” means all Intangible Developments that are processes or process improvements.

“Intangible Non-Process Developments” means all Intangible Developments that are not Intangible Process Developments.

“IPCLA” means the Intellectual Property Cross License Agreement.

“Information Technology Systems” has the meaning set forth in the Transition Services Agreement.

“Party Data” has the meaning set forth in the Transition Services Agreement.

“Password” means a password used in conjunction with an Access Code to access a SpinCo System.

“Personal Information” is defined in the Transition Services Agreement.

“Provider” means the entity providing services under a Statement of Work.

“Requester Field” and “Provider Field” mean, as the case may be, either (a) collectively the SpinCo Field, the Joint Field, and the Open Field, or (b) collectively the Company Field, the Joint Field, and the Open Field, as defined in the IPCLA.

“SpinCo Data” means any data or information created, received, or maintained by, or on behalf of, SpinCo, any SpinCo affiliate or any of their respective agents or subcontractors that Supplier processes for purposes of performing under this Agreement, with the exclusion of Personal Information.

“SpinCo Export Materials” means SpinCo Data that SpinCo has designated in writing as “SpinCo Export Materials” or other notation indicating the SpinCo Data is export controlled

“SpinCo Facilities” means SpinCo’s facilities, offices, plants, and buildings.

“SpinCo Systems” means SpinCo’s digital device network, data storage systems, and data processing systems, including, without limitation, any Information Technology Systems and software therein.

“Transition Services Agreement” means the Transition Services Agreement entered into between Parent and SpinCo on or around the date of this Agreement.

Section 1.2. Other Defined Terms

Assigning Entity

Section 6.1

Bank Instructions

Section 5.3

Damages

Section 9.1

Deliverables

Section 2.1Section 1.1(b)

Effective Date

Introductory paragraph

FDA

Section 7.3

Indemnified Persons

Section 9.1

Indemnifying Party

Section 9.1

Master Agreement

Introductory paragraph

Officials

Section 7.2(a)

Operational Change

Section 2.7

Order

Section 2.2

Parent

Introductory Paragraph

Parties

Introductory paragraph

Party

Introductory paragraph

Price

Section 5.1

PFAS

Section 13.4

PFAS Products

Section 13.4

Receiving Entity

Section 6.2

Requester

Section 2.1Section 1.1(a)

Requester Materials

Section 6.1

RDSA Contact

Section 2.8

RDSA Sub-Committee

Section 2.8

Services

Section 2.1Section 1.1(b)

SDA

Recitals

Shutdown

Section 2.4

SpinCo

Introductory paragraph

Supplier

Section 2.1Section 1.1(a)

Supplier Materials

Section 2.1Section 1.1(b)

Statement of Work

Section 2.1Section 1.1(a)

Term

Section 3.1

Section 1.3. Hierarchy. The appendices to this Agreement shall form part of this Agreement. Subject to Section 2.1, in case of any conflicts, the front-end of this Agreement shall prevail over its appendices, unless explicitly set out otherwise in the relevant appendix with reference to the clause in the front-end from which it deviates. In the event of a conflict between the terms of the SDA and the terms of this Master Agreement, the terms of the SDA shall prevail, unless explicitly set out otherwise in this Master Agreement with reference to the clause in the SDA from which it deviates.

ARTICLE 2

SERVICES AND DELIVERABLES

Section 2.1. Statements of Work; Services; Deliverables.

(a) The Master Agreement provides the framework and sets forth the general terms and conditions under which Parent and its Subsidiaries will provide certain research and development services as further described in the Master Agreement to SpinCo and its Subsidiaries. For this purpose and, Parent or its relevant Subsidiary (the “Supplier”) will discuss in good faith and enter into a statement of work to the Master Agreement with SpinCo or its relevant Subsidiary (the “Requester”) for a specific project pursuant to the terms of the Master Agreement (“Statement of Work”). The terms of the Master Agreement shall be incorporated into each Statement of Work by reference, unless the relevant Statement of Work explicitly sets out any variations from the Master Agreement’s terms and conditions applicable to such Statement of Work. To the extent of a conflict between the terms in a Statement of Work and the terms in this Master Agreement, the terms in the Statement of Work shall take precedence and control; provided, however, that in no event will any conflicting or additional terms related to Section 2.5, Article 6, Article 8, Article 9, Article 10, Article 12 or Section 13.4 in a Statement of Work prevail over such terms in this Master Agreement.

(b) The Statements of Work to be concluded between a Requester and a Supplier under this Master Agreement may comprise: (a) research and development services, including, without limitation, analytical, design, development, consulting, research and development line, pilot line, and prototype services (“Services”) [For reverse R&D MSA: (a) "research and development services, including, without limitation, analytical, consulting, research and development line, pilot line, testing and adhesive development services (“Services”)]; and/or (b) items that Supplier is to create specifically for Requester in connection with the Services, including, but not limited to, information, databases, designs, prototypes, samples, artwork, or other materials (“Deliverables”). Anything tangible created by Supplier that is not a Deliverable (“Supplier Materials”) is and will remain Supplier's property; Intangible Developments are governed by Section 6.2.

(c) Parent shall not be responsible for the performance or non-performance of any of its Subsidiaries under any Statement of Work and SpinCo shall, subject to Section 9.2, not be responsible for the performance or non-performance of any of its Subsidiaries under a Statement of Work. Each Subsidiary of Parent or, respectively, SpinCo shall solely be responsible for the

performance or non-performance of its obligations under a Statement of Work to which it is a party.

Section 2.2. Orders. Requester may purchase Services and Deliverables set forth in a Statement of Work by issuing a specific purchase order, or a release from a blanket purchase order, or by such other methodology as mutually agreed by the Parties (collectively an “Order”). Each Order must reference the applicable Statement of Work and no Order shall be issued or accepted without reference to an applicable Statement of Work.

Section 2.3. Nature and Quality of Services and Deliverables. Supplier shall provide the Services and Deliverables in accordance with any applicable service levels and/or key performance indicators set forth in an appliable Statement of Work, or, if no service levels or key performance indicators are specified, then with at least the same degree of care, quality (including skill and diligence), and manner of performance used by Supplier in providing substantially similar services to Requester’s business at the time the Services or Deliverables are provided.

Section 2.4. Maintenance and Shutdowns. Supplier shall have the right in its sole discretion to determine that it is necessary or appropriate to temporarily suspend a Service or Deliverable due to scheduled or emergency maintenance, modification, repairs, updates or upgrades, alterations or replacements of any of Supplier’s equipment, processes, or systems, which are required to provide a Service or Deliverable (a “Shutdown”). Supplier will use commercially reasonable efforts to provide Requester with reasonable written notice of such Shutdowns as soon as reasonably practicable. If the obligations of the Supplier to provide any Service or Deliverable are suspended in accordance with this Section 2.4, (i) no Party shall have any liability whatsoever to the other Party directly arising out of or relating to such suspension; (ii) any payment for suspended Services or Deliverables is suspended as well. Notwithstanding the foregoing, if a Shutdown continues materially longer than anticipated, the Parties will discuss in good faith an alternative to the affected Services and Deliverables.

Section 2.5. No Violation of Law or Supplier Standards. Supplier shall not be required hereunder to take any action (including providing Services or Deliverables) that would constitute, or that Supplier reasonably believes would constitute, (i) a violation of any applicable Law (including any failure to hold an applicable permit); (ii) a breach of a Supplier’s contractual obligations, (iii) any other violation of a Third Party’s rights; or (iv) a violation or conflict with any Supplier standard, policy or practice, including, without limitation, Supplier’s Chemicals Management Policy; provided, however, that in each of the foregoing circumstances, Supplier shall use commercially reasonable efforts to provide Requester with reasonably prompt written notice upon becoming aware of such impediment and the Parties shall cooperate in good faith to identify a commercially reasonable alternative.

Section 2.6. Information, Cooperation, and Other Assistance. Requester shall reasonably cooperate with Supplier as reasonably necessary for the performance of the Services and provision of Deliverables. Upon Supplier’s request, Requester shall provide Supplier all information reasonably available to Requester that is reasonably necessary to perform any Services or provide any Deliverables; provided that Requester shall not be required to disclose

any information to the extent disclosure to the Supplier is not permitted under applicable Law or disclosure of such information is subject to any contractual restrictions that prevent Requester from disclosing such information. If and to the extent Requester (or any of its personnel) has provided other contributions in support of the receipt of Services or Deliverables at the Effective Date, Requester shall continue to provide such contributions.

Section 2.7. Change Management.

(a) If Requester requests changes to a Service, the Parties shall discuss such request within five (5) business days of Supplier’s receipt of Requester’s request (or within a shorter timeline to be agreed between the Parties in good faith if the change is required in emergencies or other exceptional circumstances). Supplier will consider such request in good faith, but may elect in its sole discretion whether to agree to the requested change, provided, that, to the extent the requested change is required by applicable Law, the Parties will cooperate in good faith to identify a commercially reasonable and mutually agreeable resolution.

(b) Any request for a change shall be in writing and shall specify the type and scope of the requested change and other details, in accordance with the Change Request Form attached as Appendix B or any other form mutually agreed between the Parties. If Supplier (i) accepted Requester’s change request, the Parties shall document the agreed amendment in writing pursuant to the terms of this Master Agreement. Requester shall bear any implementation costs for the change.

(c) Without prejudice to Supplier’s obligation to provide the Services in accordance with Section 2.3 and the applicable Statement of Work, Supplier may, without a need for a formal change request, from time to time change the manner or standard of providing a Service if (i) Supplier is making similar changes in performing similar services for its own internal organization (including ordinary patching, maintenance, and similar activities), provided, that, such change does not increase the applicable Prices under a Statement of Work, or (ii) the change is required to comply with changes in applicable Law, rules or the requirements of any regulator (each such change an “Operational Change”). If the Operational Change is required to comply with changes in applicable Law, rules or the requirements of any regulator and (i) only impacts Supplier, Supplier will bear the full cost of implementing such change, or (ii) affects both Parties, the cost of the change will be proportionately shared between the Parties. Supplier shall give to Requester substantially the same notice of these Operational Changes (in content and timing), if any, as it gives to the relevant affected members of Supplier and their Affiliates.

Section 2.8. RDSA Contacts; RDSA Sub-Committee.

(a) The Parties shall each designate in writing an individual to act as its primary point of operational contact for the administration and operation of this Agreement (each, an “RDSA Contact”).

(b) For SpinCo, the initial RDSA Contact shall be [ ]. For Supplier, the initial RDSA Contact shall be [ ].

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(c) Each RDSA Contact shall have overall responsibility for coordinating their respective Party’s actions under this Agreement, for acting as a day-to-day contact with the other Party on matters related to this Agreement, for making available to the other Party information and other support reasonably required for the performance of the Services in accordance with the terms of this Agreement, and for initially negotiating the resolution of any disputes between the Parties under this Agreement, it being understood that the exercise of contractual rights and the assumption of contractual obligations shall be reserved to duly authorized representative(s) of the respective Party and no act or omission by the RDSA Contact shall be deemed as exercise of rights or assumption of obligations unless expressly designated as such. The RDSA Contacts shall meet or confer, by telephone or in person, from time to time as reasonably necessary during the Term in order to promote open and efficient communication regarding effective and coordinated performance of, and resolution of questions and issues related to, the Services. The Parties may change their respective RDSA Contacts from time to time upon delivery of a written notice to the other Party.

(d) The Parties agree that the Transition Committee shall, during its first meeting, establish a RDSA subcommittee to provide oversight for the administration of this Agreement in accordance with Section 2.16 of the SDA (the “RDSA Sub-Committee”) and determine the procedures and composition for the RDSA Sub-Committee to manage all responsibilities delegated to it by the Transition Committee. The Parties shall set out the procedures and composition of the RDSA Sub-Committee determined by the Transition Committee on a schedule to the SDA.

Section 2.9. Personal Information. The Parties acknowledge that SpinCo is entering into this Master Agreement on its own behalf and, to the extent any Requester provides any Personal Information directly to Supplier, as agent on behalf of that Requester in respect of that Personal Information.

Section 2.10. No Professional Service Provider. SpinCo understands and agrees that neither Parent nor any Supplier is in the business of providing Services to Third Parties and that neither Parent nor any Supplier has interest under any circumstances in continuing, and, except as otherwise stated herein, shall not be obligated to continue, any Services beyond the Term.

ARTICLE 3

TERM

Section 3.1. Term. The Master Agreement begins on the Effective Date and remains in full force and effect for three (3) years, unless earlier renewed or terminated pursuant to this Article 3 (the “Term”). The Parties may renew the Term for an additional one year by mutual written agreement prior to the expiration of the then-current Term, with such agreement to be in the form of a written amendment signed by the Parties extending the Term, increasing the Prices for the Services, and documenting any other mutually agreed change to the Master Agreement. If, due to expiration or termination, the Master Agreement is to end before a Statement of Work ends, the Term will continue only for that Statement of Work until that Statement of Work’s term ends.

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Section 3.2. Termination. This Agreement, any Order, and/or any Statement of Work may be terminated at any time prior to the expiration of the Term:

(a) By either Party for a material breach of this Agreement by the other Party that is not cured within thirty (30) days after written notice of such material breach is delivered to such other Party by the terminating Party;

(b) by Requester for convenience with at least one hundred eighty (180) days’ prior written notice to Supplier, it being specified that if the Service terminates part way through an invoicing period, there shall be a pro rata adjustment to the Service Charge;

(c) by Parent in case SpinCo undergoes a change of control, meaning that a Third Party acquires Control over SpinCo or SpinCo has transferred or assigned this Agreement or any rights, interests or obligations hereunder in breach of Section 10.5 of the Transition Services Agreement (as it applies to this Master Agreement mutatis mutandis pursuant to Section 13.2); or

(d) by a Party as otherwise (and to the extent and in the manner) specifically permitted in this Agreement by prior written notice delivered to the other Party.

Section 3.3. Meet and Confer. If, at or prior to the expiration or termination of this Agreement, a Party, despite having taken all reasonable and timely steps to operate independently, is unable to operate independently from the rights or services provided under this Agreement due to circumstances not caused by such Party’s action or inaction, the Parties will discuss in good faith commercially reasonable alternatives (up to and including an extension of this Agreement) to avoid a business disruption for such Party; provided, that, if such inability to operate independently results solely from such Party’s failure to obtain a Governmental Approval (having taken all reasonable and timely steps to obtain such Governmental Approval in a timely fashion), (i) the other Party will not unreasonably withhold consent to a request for an extension of this Agreement for a period of time no longer than reasonably necessary to obtain such Governmental Approval or otherwise allow the requesting Party to operate independently and (ii) the Parties will discuss in good faith the applicable terms of such extension (including price adjustments) to ensure the terms are commercially reasonable.

ARTICLE 4

PURCHASES

Any order that calls for multiple requests for Services, not all of which have firm completion dates, is a blanket order, which is only for planning purposes and is not a purchase commitment. Supplier is deemed to have accepted an Order that conforms to the terms of this Master Agreement and references an applicable Statement of Work if Supplier does not notify Requester in writing within ten business days that Supplier cannot meet all of that Order's terms.

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ARTICLE 5

PRICES, PAYMENT & DELIVERY

Section 5.1. Prices. The prices for Services and Deliverables provided by Supplier under this Agreement (“Prices”) will be established in accordance with the principles set forth in Appendix A and will be described in the relevant Statement of Work. Any expenses (e.g., travel, shipping, etc.) not included in the Prices and for which one Party agrees to reimburse the other Party will be reimbursed at the Party's actual cost with no mark-up. If any signed Statement of Work provides that any Party’s travel expenses are to be reimbursed, the Party will submit, and be reimbursed for, only those travel expenses that are in accordance with the reimbursing Party’s then-current travel reimbursement guidelines for its vendors. Neither Party shall be entitled to set-off, withhold, or reduce any payment of any amounts which it claims are owed to it by the other Party under this Agreement or any other agreement.

Section 5.2. Delivery and Payment. Unless a Statement of Work provides otherwise:

(a) All Deliverables provided within a single country will be delivered to the Requester’s designated carrier FCA (Incoterms 2020) Supplier's site identified in the applicable Statement of Work; and

(b) All Deliverables provided internationally will be delivered to Requester's designated carrier FCA (Incoterms 2020) port of export. Payment terms are net thirty (30) days from receipt of the invoice, to be paid in U.S. Dollars, unless otherwise stated in Appendix A or the applicable Statement of Work. Supplier's invoices will be issued and dated no earlier than the date on which Supplier provides the applicable Service and/or Deliverable and must reference the Master Agreement's or the signed Statement of Work's contract number and any applicable Order. Supplier will provide supporting documents for any invoice on reasonable request.

Section 5.3. Bank Instructions. If Supplier wishes to modify its bank routing instructions (“Bank Instructions”), it must provide Requester written notice of such request, and Requester will confirm the changes verbally with Supplier before Requester transfers funds to the Supplier’s changed bank account. All requests under this Section are subject to verification and validation by Requester. Supplier will cooperate with Requester’s requests for additional information. Modifications to Bank Instructions will require approximately thirty (30) days to complete. Requester reserves the right to extend such time period or refuse to make the modification in the event such change cannot be adequately verified.

ARTICLE 6

SPINCO MATERIALS & DELIVERABLES

Section 6.1. Requester Materials. All equipment, information, ideas, software, databases, SpinCo Systems or documents Requester makes available to Supplier to assist in the solicitation or provision of Services (“Requester Materials”) are and will remain owned or licensed by Requester. Supplier authorizes Requester to file any and all appropriate documentation (including UCC financing statements) without Supplier's signature to

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acknowledge Requester's rights to Requester Materials. Supplier will use Requester Materials solely for performing its obligations under this Agreement or any other applicable agreements between the Parties and for no other purpose. Notwithstanding the foregoing, nothing in this Agreement shall restrict Supplier from using information it may receive regarding its own existing products and technologies, such as information related to performance, test results, applications, and improvements in the Supplier Field, Joint Field and Open Field. Supplier uses Requester Materials solely at Supplier’s own risk and has liability for all Requester Materials in Supplier's custody or control. Supplier acknowledges that: (a) Requester makes absolutely no representations or other statements about the character, condition, quality or characteristics of Requester Materials; (b) before using Requester Materials, Supplier has sole responsibility to determine that the Requester Materials are in safe and proper condition for their intended purpose; and (c) Requester is not a “merchant” of Requester Materials as defined in the Uniform Commercial Code and EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Article 6 applies even if Supplier has paid or offered Requester consideration for use of the Requester Materials.

Section 6.2. Deliverables.

(a) Unless otherwise specified in a Statement of Work, Requester or its designated affiliate owns Deliverables insofar as they do not constitute Intangible Developments. Ownership of Intangible Developments is governed based on the Type of the Statement of Work, the Type being one of those listed below, and specified conspicuously on the first page of the Statement of Work. If no Type is specified, terms associated with the Lab, Analytical, and Non-Consulting R&D Services type will apply. All intellectual property belonging to a Party prior to the Effective Date or developed or acquired by it independently from performance of its obligations under this Agreement after the Effective Date shall remain vested in that Party, notwithstanding anything to the contrary in the IPCLA. Neither Party is required to disclose any information under a Statement of Work, except to the extent such disclosure is specified as a Deliverable.

(Type 1) Lab, Analytical, and Non-Consulting R&D Services.

Provider or its designated affiliates owns the Intangible Developments arising under the Statement of Work for use in the Provider Field. Provider grants to Requester an irrevocable, royalty-free, fully paid-up, non-exclusive, worldwide license to make, have made, have, use, offer to sell and sell, import or otherwise transfer products and services imbodying or practicing the Intangible Developments learned by Requester and arising under the Statement of Work, in the Requester Field.

(Type 2) Contract R&D and Consulting Services – Requester Owns.

Requester or its designated affiliates owns the (a) Intangible Non-Process Developments and (b) any Intangible Process Developments specified as a Deliverable, arising under the Statement of Work for use in

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the Requester Field. Requester grants to Provider an irrevocable, royalty-free, fully paid-up, non-exclusive, worldwide license to make, have made, have, use, offer to sell and sell, import or otherwise transfer products and services embodying or practicing such Intangible Non-Process Developments and Intangible Process Developments, both as learned by Provider and arising under the Statement of Work in the in the Provider Field. Provider grants to Requester or its designated affiliate an irrevocable, royalty-free, fully paid-up, non-exclusive, worldwide license to make, have made, have, use, offer to sell and sell, import or otherwise practice the Intangible Process Developments learned and arising under the Statement of Work that are not specified as a Deliverable, in the Requester Field.

(Type 3) Contract R&D and Consulting Services – Provider Owns.

Provider or its designated affiliates owns all Intangible Developments.

(Type 4) Contract R&D and Consulting Services – SOW Specified Ownership.

Ownership of Intangible Developments shall be specified within the Statement of Work.

(b) As applicable, where ownership is with the other Party as per the above Types, Requester or Provider, as the case may be (“Assigning Entity”), assigns to the other (“Receiving Entity”) all of its rights to the applicable Intangible Developments, including all patent, copyright, trademark, moral rights (including, without limitation, the rights to credit for authorship, disclosure, and integrity) and other intellectual property rights. If any moral rights cannot be assigned, the Assigning Entity covenants not to enforce any of those rights against the Receiving Entity, its affiliates, or any other party obtaining the Deliverables or practicing the applicable Intangible Developments vis-à-vis the Receiving Entity. Assigning or licensing party makes assignments and/or licenses within this section AS-IS and without any warranty. As applicable, both Parties will execute any additional documents reasonably requested by the other to assert and preserve the rights granted in this Article 6. Non-exclusive licenses in Type 1 and 2 are sublicensable and fully transferable, except unless and to the extent information subject to such non-exclusive licenses include information constituting improvements or alterations to Licensed Primary Trade Secrets (as such term is defined in the IPCLA), in which such case sublicensing shall be subject to all restrictions specified in the IPCLA as if such information was licensed as a Licensed Primary Trade Secret in that document, and additionally such information shall be subject to further handling requirements as specified therein (including for example Section 5.2).

Section 6.3. Access to Information Technology Systems and Data. To the extent a Party or any of its Affiliates, or its or their employees, suppliers or contractors have access to the other Party’s Information Technology Systems or Party Data in relation to this Agreement, Section 10.10 of the Transition Services Agreement shall apply mutatis mutandis

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ARTICLE 7

SAFETY & REGULATORY COMPLIANCE

Section 7.1. Compliance with Laws. Supplier represents, covenants and warrants that it will perform all of its obligations under this Agreement using sound environmental, health, labor, and safety practices and in compliance with all laws applicable to Supplier, its business, the performance of its obligations under this Agreement, and the types of information Supplier uses, accesses, receives or creates in connection with this Agreement.

Section 7.2. Anti-Bribery; Export Control. Without limiting Supplier’s obligations under Section 7.1:

(a) Supplier must comply fully at all times with applicable national and international anti-bribery laws, including, without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and applicable EU, OECD and Council of Europe anti-bribery rules. Supplier will not offer, make, promise to make, or authorize the making of any gift or payment of money or anything of value either directly or indirectly for purposes of (i) influencing any act or decision of any government official or political party (or candidate thereof) (collectively, “Officials”); (ii) inducing an Official to do or omit to do any act in violation of the lawful duty of that Official; or (iii) inducing an Official to use influence with a non-U.S. government or instrumentality to facilitate Supplier’s performance of its obligations under this Agreement;

(b) Supplier must at all times keep complete and accurate books and records. All records and information that Supplier provides to Requester pertaining to the performance of this Agreement must be complete and accurate; and

(c) Supplier warrants that all Supplier Personnel performing any of Supplier's obligations under this Agreement will have employment authorization that complies with all applicable laws;

(d) Supplier acknowledges that certain products, technology, technical data, and software (including certain services and training) and certain transactions may be subject to export controls and/or sanctions under the laws of the United States and other countries and jurisdictions (including the Export Administration Regulations, 15 C.F.R. §§ 730-774, the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130, and sanctions programs implemented by the Office of Foreign Assets Control of the U.S. Department of the Treasury);

(e) Supplier shall not directly or indirectly export or re-export any such items or any direct product thereof or undertake any transaction or service in violation of any such laws;

(f) Without prior written approval by Requester, Supplier shall not (i) export, re-export, transfer, migrate, replicate, route or otherwise transfer any SpinCo Export Materials in any manner outside of the country in which such SpinCo Export Materials reside, (ii) copy any SpinCo Export Materials outside of a SpinCo System, or (iii) access any SpinCo Export Materials from any location outside of the country in which such SpinCo Export Materials reside;

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(g) Requester is not obligated to seek, obtain or maintain export control authorization for SpinCo Export Materials. In the event that SpinCo decides to seek export authorization for any SpinCo Export Materials, Supplier shall reasonably cooperate with Requester in providing requested information to support Requester’s export authorization applications. Each of Supplier and Requester acknowledge that Requester makes no commitment that it can obtain and maintain any export authorization;

(h) In the event Requester notifies Supplier that the subject matter of this Agreement involves products, software, technical data or services subject to export control laws or regulations, Supplier shall not use Supplier Personnel who are not U.S. citizens, asylees, or permanent residents without express written authorization from Requester. If Requester determines that export license is required for certain Supplier Personnel, Requester may, in its discretion, pursue that export license or instruct Supplier not to use those Supplier Personnel to perform the Services; and

(i) Supplier warrants that no Supplier Personnel performing any of Supplier's obligations under this Agreement appears on the U.S. government’s restricted parties lists (see http://www.export.gov/ecr/eg_main_023148.asp for U.S. Government’s consolidated list of restricted parties).

Section 7.3. Debarment. Supplier hereby certifies and warrants to Requester that on the Effective Date and during the Term, Supplier has not and will not be, and no Supplier Personnel has been or will be, suspended or debarred or proposed to be suspended or debarred by any federal agency for any purpose including but not limited to: (a) participation in any U.S. federal health care program; or (b) by the U.S. Food and Drug Administration (“FDA”) under 21 U.S.C. 335. Within three business days after the occurrence of any change affecting this certification, Supplier will give SpinCo written notice of the change and its impact on this certification.

ARTICLE 8

WARRANTY & LIMITED REMEDY

Section 8.1. Warranty. Supplier represents and warrants that at the time of provision or delivery to Purchaser, as applicable, each Service and conform to the requirements of applicable Statement of Work and this Master Agreement. Supplier has no obligation or responsibility for determining whether any Service or Deliverable is fit for a particular purpose or suitable for any Requester’s use and methods of application. Supplier has no obligation for changes, alterations, or modifications in any Service or Deliverable that result from Requester’s storage, handling, and use thereof.

Section 8.2. Limited Remedy. If a Service or Deliverable is non-conforming in that it does not meet the warranty pursuant to Section 8.1, Requester’s sole and exclusive remedy is refund of the Price paid for the Service or Deliverable demonstrated to be non-conforming. Claims of non-conformance must be made within one year of the date of Supplier’s provision of the Service or, as applicable, delivery of the Deliverable at issue.

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ARTICLE 9

INDEMNITIES

(a) any breach of Section 12.1 by the Indemnifying Party or any of its Affiliates or its or their respective Representatives, or

(b) any gross negligence or willful misconduct by the Indemnifying Party or any of its Affiliates in connection with the performance of its obligations under this Agreement,

Section 9.2. Indemnification by SpinCo. Notwithstanding Section 9.1, SpinCo shall indemnify, defend and hold harmless Supplier’s Indemnified Persons from and against any Damages resulting from any Third Party Claim to the extent caused by, resulting from or in connection with (i) any of the Services provided or Deliverables delivered by or on behalf of Supplier hereunder, (ii) the transactions contemplated by this Agreement or (iii) Supplier’s actions or inactions in connection with any such Services or Deliverables or transactions, provided, however, that SpinCo shall not be responsible for any Damages of Supplier’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the Supplier’s or any of its Affiliates’ gross negligence or willful misconduct in performing its obligations under this Agreement.

Section 9.3. Procedure.

(a) Each Party shall use its commercially reasonable efforts to mitigate any Damages for which such Party seeks indemnification under this Agreement.

(b) Sections 4.5 and 4.6 of the SDA shall govern the rights and obligations of the Parties in respect of the management and conduct of any claims for indemnification under this Agreement.

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ARTICLE 10

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES

Section 10.1. Exclusions of Liability.

(a) Unless explicitly set out otherwise in this Agreement, no Party, nor any of their respective Affiliates, shall be liable in connection with this Agreement for any punitive, incidental, consequential, exemplary, special or indirect, speculative, not reasonably foreseeable or similar damages, including any loss of future revenue, profits, income, or anticipated savings, loss of business reputation, goodwill or opportunity relating to the breach or alleged breach of this Agreement, diminution of value or based on any type of multiple; provided, this sentence does not preclude such Damages to the extent actually owed with respect to a Third-Party Claim or caused by, resulting from, arising out of, or in connection with (i) any fraudulent acts or omissions, (ii) a breach of Section 12.1, or (iii) solely with respect to such damages incurred by Parent or any of its Affiliates, the use of the 3M Trademark by SpinCo or its Affiliates or licensees, including breach of license terms, damages to the 3M Trademark itself or the infringing use of the 3M Trademark. The limitations of this Section 10.1(a) apply regardless of whether the damages are based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal or equitable theory.

(b) Notwithstanding anything in this Agreement to the contrary, neither Supplier nor any of its Affiliates shall have any liability towards Requester or any of its Affiliates or Indemnified Persons for (a) any failure to supply the Deliverables or provide the Services or perform any of its obligations hereunder in accordance with this Agreement or (b) any Damages or inconveniences incurred by Requester or any of its Affiliates or Indemnified Persons, in each case ((a) and (b)) to the extent caused by, relating to, or arising out of or in connection with (i) Requester’s or any of its Affiliates’ acts, omissions, or breach of this Agreement or failure to satisfy any of its obligations under this Agreement, (ii) Requester’s or any of its Affiliates’ implementation, execution, use or exploitation of any of the Services, products (including product liability claims) or Deliverables received by or benefits (including usage rights) granted to Requester or its Affiliates under or in accordance with this Agreement, (iii) Requester’s or any of its Affiliates’ manner of operating or conducting Requester’s business (including the operations or systems) if operated or conducted materially differently than the manner in which Requester’s business was operated or conducted immediately prior to the Initial Distribution, (iv) any transactions contemplated by this Agreement other than the supply of the Deliverables or provision of the Services or Supplier’s other express obligations set out in this Agreement, or (v) Supplier’s actions or inactions in connection with any deliverables, benefits or transactions pursuant to (i) through (iv) or that were caused by specifications or directions provided by Requester, except, in each case, to the extent caused by Supplier’s or its Affiliate’s gross negligence or willful misconduct in performing any of its obligations pursuant to this Agreement.

Section 10.2. Limitations of Liability.

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one hundred percent (100%) of the gross amount of Price paid or payable by Requester for all Products in that calendar year. In addition, any liability of Supplier (and its Affiliates) under this Agreement shall be subject to and count against the Maximum Transition Agreement Cap. Requester acknowledges that the liability caps described in this Section 10.2 are fair and reasonable. For the avoidance of doubt, the liability caps under this Section 10.2 shall be calculated based on the gross amount of Price paid or payable under this Agreement.

(b) Notice of any claim under this Agreement shall be in writing and made reasonably promptly after becoming aware of such claim, but in no event later than one (1) month after the act or omission giving rise to the claim and such claim must specify the Damages amount claimed and a reasonable description of the action (including, as applicable, the relevant act or omission) giving rise to the claim.

(c) The limitation of liability of this Section 10.2 is independent of, and survives, any failure of the essential purpose of any limited or exclusive remedy under this Agreement.

(d) If and to the extent that Supplier's failure to perform its obligations under this Agreement or any breach of this Agreement is caused by the act or omission of a Third Party subcontractor used by Supplier for the performance of any of its obligations hereunder, Supplier shall not be responsible, liable or otherwise considered as being in breach of this Agreement, provided that Supplier shall use its commercially reasonable efforts to exercise and enforce its contractual rights and seek to claim any available contractual remedies in respect of the relevant act or omission of the Third Party subcontractor, and pass-on to Requester an equitable and proportionate share of the damages or similar amounts. Alternatively, Supplier may, in its sole discretion, assign to Requester any Damage claims that it may assert against the relevant Third Party subcontractor in relation to Requester’s Damage. In case the act or omission of the Third Party Provider that caused the Damage also caused prejudice to Supplier’s own business (or that of its Affiliates), the distribution shall be limited to a reasonable pro rata share.

Section 10.3. Unlimited Liability. The limitations of liability pursuant to Section 10.2 shall not apply to:

(a) any fraudulent, grossly negligent or willful acts or omissions by a Party;

(b) either Party’s breach of Section 12.1;

(d) Supplier’s liability to pass-on any sums or other benefits it is able to recover from a Third Party subcontractor under Section 10.2(d); for clarity, any such recovered sums or benefits shall not count against the liability cap set out in Section 10.2(a);

(e) Purchaser’s liability for Damages incurred by Supplier in relation to the use of the 3M Trademark by Purchaser or its Affiliates or licensees, including breach of license terms, damages to the 3M Trademark itself or the infringing use of the 3M Trademark; and

(f) Supplier’s obligation to refund for Services or Deliverables that do not conform to the warranty pursuant to Section 8.2.

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Section 10.4. Disclaimer of Warranties and Acknowledgment. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPLIER (ON BEHALF OF ITSELF AND ITS LICENSORS) MAKES NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITH RESPECT TO (a) THE NATURE, CONDITION OR QUALITY OF ANY PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, DELIVERABLES OR SERVICES OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT OR (b) THE RESULTS THAT WILL BE OBTAINED BY USING, RECEIVING, OR APPLYING ANY SUCH PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, DELIVERABLES OR SERVICES, IN EACH CASE INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF NONINFRINGEMENT, MERCHANTABILITY, SUITABILITY, ACCURACY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. SUPPLIER MAKES NO WARRANTY OR CONDITION THAT ANY PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, DELIVERABLES OR SERVICES OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT COMPLIES WITH ANY LAW OR ORDER. REQUESTER EXPRESSLY AFFIRMS THAT IT IS NOT RELYING ON ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, OF SUPPLIER IN ENTERING INTO THIS AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE DISCLAIMERS IN THIS SECTION 10.4 NOTWITHSTANDING THE FOREGOING, IN NO CIRCUMSTANCES WILL REQUESTER BE ENTITLED TO SPECIFIC PERFORMANCE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH ANY BREACH OR ALLEGED BREACH HEREUNDER OR OTHER CLAIM ARISING HEREUNDER.

Section 10.5. Other Liability Terms.

ARTICLE 11

INSURANCE

During the Term, Parent will maintain, at its own expense, the following policies of insurance:

(a) commercial general liability insurance (including contractual liability) of at least $2,000,000 per occurrence;

(b) if available for the type of service Supplier is providing, professional liability insurance (including errors and omissions coverage) of at least $2,000,000 per claim;

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(d) employer's liability insurance of at least $500,000 each employee, accident or disease; and

(e) cyber liability insurance of at least $5,000,000 per claim.

Parent shall have the right to self-insure any obligation set forth in this section of the Agreement. On SpinCo's request, Parent will provide insurance certificate(s) confirming Parent's compliance with all insurance requirements.

ARTICLE 12

CONFIDENTIALITY & DATA SECURITY

Section 12.1. Confidentiality With respect to the treatment of Confidential Information, Section 10.9 of the Transition Services Agreement shall apply mutatis mutandis to this Master Agreement.

Section 12.2. Data Security If any Party or any of its Affiliates, or its or their employees, suppliers or contractors have access (either on-site or remotely) to the other Party’s Information Technology Systems or Party Data, Section 10.10 of the Transition Services Agreement shall apply mutatis mutandis to this Master Agreement.

ARTICLE 13

MISCELLANEOUS

Section 13.1. Notices

(a) All notices, requests, claims, demands and other communications among the Parties under this Agreement shall be in writing and shall be deemed to have been properly delivered, given and received

(i) on the date of delivery if delivered by hand to the address below during normal business hours of the recipient during a business day, otherwise on the next business day,

(ii) on the date of successful transmission if sent via e-mail during normal business hours of the recipient during a business day, otherwise on the next business day, or

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If to Parent: 3M Company

3M Center, Building [●]

St. Paul, MN 55144

E-mail: [EMAIL] and Dealnotices@mmm.com

Attention: [TITLE]

with a copy (which shall not constitute notice) to:

3M Company

Office of General Counsel

3M Center, Building 220-9E-02

St. Paul, MN 55144

E-mail: [EMAIL] and Dealnotices@mmm.com

Attention: [TITLE]

If to SpinCo: Solventum Corporation

[ADDRESS]

E-mail: [●]

Attention: [TITLE]

with a copy (which shall not constitute notice) to:

Solventum Corporation

Office of General Counsel

[ADDRESS]

E-mail: [EMAIL]

Attention: [TITLE]

Section 13.2. Further References to the TSA Sections 10.1 (Fees and Expenses); 10.2 (Force Majeure); 10.4 (Entire Agreement); 10.5 (Assignment); and 10.8 (Relationship of the Parties) of the Transition Services Agreement shall apply mutatis mutandis to this Master Agreement.

Section 13.3. Further References to the SDA Sections 10.2 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial); 10.6 (Severability), and 10.14 (Amendments) of the SDA shall apply mutatis mutandis to this Master Agreement.

Section 13.4. PFAS. Supplier is planning to exit the manufacture and supply of products containing, or manufactured with the aid of, per- and polyfluoroalkyl substances (“PFAS” and such product the “PFAS Products”). SpinCo is fully aware of this exit. Supplier may discontinue or suspend the manufacture, distribution or supply of PFAS Products or any Services or

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Deliverables ("PFAS Services or Deliverables") containing, provided, delivered or manufactured with the aid of, PFAS at any time, and/or Supplier may offer to substitute such PFAS Products or PFAS Services or Deliverables with reformulated products, services or deliverables to remove the use of PFAS at Supplier’s election (it being understood that SpinCo may reject such offer in its sole discretion), subject in the event of any such discontinuation, suspension or substitution to giving advance prior notice to such discontinuation, suspension or substitution. SpinCo and its Affiliates may not, under any circumstances, attempt to pull Orders or quantities of PFAS Products or PFAS Services or Deliverables forward or otherwise build inventory that exceeds SpinCo’s and its Affiliates’ actual consumption.

Section 13.5. Dispute Resolution. Any claim, disagreement or dispute between the Parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement shall be resolved in accordance with Article VII of the SDA which shall apply mutatis mutandis to this Agreement.

Section 13.6. Execution. This Agreement may be executed in counterparts and delivered by electronic transmission. The Parties intend that electronic (e.g., DocuSign® electronic signature or .pdf format) signatures constitute binding, original signatures

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


			3M COMPANY


			3M Company, a Delaware corporation


			By:			__________________________________
						Name:
						Title:

[SIGNATURE PAGE TO THE RESEARCH AND DEVELOPMENT MASTER SERVICES AGREEMENT]


			SOLVENTUM CORPORATION


			Solventum Corporation, a Delaware corporation


			By:			__________________________________
						Name:
						Title:

[SIGNATURE PAGE TO THE RESEARCH AND DEVELOPMENT MASTER SERVICES AGREEMENT]

Exhibit 10.7

FORM OF

REAL ESTATE LICENSE AGREEMENT

BY AND BETWEEN

[3M LICENSOR ENTITY]

AND

[●]

DATED AS OF

[●], 2024

REAL ESTATE LICENSE AGREEMENT

SUMMARY SHEET

1. Effective Date: This agreement shall be effective as of _____________________(the “Effective Date”).

2. Address: Street Address of building subject to this License: ___________________ _____________________________________________________________________ (the “Buildings,” if more than one, each individually a “Building”).

3. Location of Premises: The “Premises,” as referenced in the Real Estate License Agreement shall be as set forth in Appendix A attached hereto.

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.

4. Fee. The fee payable on a monthly basis for the Premises (the “License Fee”), shall be as set forth below:

[Insert applicable fee structure]

The License Fee shall be inclusive of all costs of electricity, water, heating and air conditioning and all other utilities associated with Licensee’s use of the Premises. The License Fee for partial months shall be prorated.

5. Term. The maximum term of this License shall be [●] months (the “Maximum Duration”).

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6. Notices. Notices or other communications must be sent to each respective Party at the address, email address, or facsimile number set forth below:


If to Licensor:			c/o 3M Company Real Estate
			3M Center, Building 225-1-N-20
			St. Paul, MN 55144-1000 Attention: Real Estate Department E-mail: 3Mrealestate@mmm.com


If to Licensee:
			c/o 3M Healthcare Real Estate 3M Center, Building 275 2510 Conway Ave E Maplewood, MN 55144 E-mail: healthcarerealestate@mmm.com

(the “Notice Addresses”). Notices sent to physical mailing addresses must also be sent via e-mail.

7. Additional Terms Specific To This Location.

[Remainder of Page Intentionally Left Blank]

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Article 1 Definitions		8

Section 1.1.	Certain Defined Terms.	8

Section 1.2.	Other Defined Terms	8

Section 1.3.	Summary Sheet.	9

Section 1.4.	Hierarchy.	9

Article 2 License and Premises		9

Section 2.1.	Grant of License.	9

Section 2.2.	Use of Premises, Common Areas and Co-Located Equipment Areas.	10

Section 2.3.	Use of Equipment.	11

Section 2.4.	Security.	11

Section 2.5.	Utilities.	11

Section 2.6.	Alterations.	12

Section 2.7.	Maintenance of Premises.	12

Section 2.8.	Janitorial and Trash Removal Services.	12

Section 2.9.	Hazardous Waste Disposal.	12

Section 2.10.	Shipping and Receiving.	13

Section 2.11.	Telecommunications Services.	13

Section 2.12.	No Signage.	13

Section 2.13.	Compliance with Applicable Laws.	13

Section 2.14.	Employee Convenience Services.	13

Section 2.15.	COVID-19 Considerations.	13

Article 3 License Fee		14

Section 3.1.	License Fee.	14

Section 3.2.	Payment of License Fee via Settlement Statement.	14

Section 3.3.	Taxes.	14

Article 4 Insurance		15

Section 4.1.	Licensee’s Insurance.	15

Section 4.2.	Licensor’s Insurance.	15

Section 4.3.	Waiver of Subrogation.	15

Article 5 Indemnities		16

Section 5.1.	Mutual Indemnification.	16

Section 5.2.	Indemnification by Licensee.	16

Section 5.3.	Procedure.	17

Article 6 LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES		17

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Section 6.1.	Exclusion of Liability.	17

Section 6.2.	Limitations of Liability.	18

Section 6.3.	Unlimited Liability.	19

Section 6.4.	Disclaimer of Warranties and Acknowledgement.	19

Section 6.5.	Other Liability Terms.	20

Article 7 Term and Termination		20

Section 7.1.	Term.	20

Section 7.2.	Termination.	20

Section 7.3.	Licensee’s Obligations on Termination.	20

Section 7.4.	Additional Requirements for Exit/Termination.	21

Section 7.5.	Effect of Termination.	21

Section 7.6.	Meet and Confer.	21

Article 8 Miscellaneous		22

Section 8.1.	Fees and Expenses.	22

Section 8.2.	Notices.	22

Section 8.3.	Amendment.	22

Section 8.4.	Waivers.	22

Section 8.5.	Assignment.	23

Section 8.6.	Dispute Resolution.	23

Section 8.7.	Further References to SDA.	23

Section 8.8.	Exclusive Remedies.	23

Section 8.9.	Relationship of the Parties.	24

Section 8.10.	Confidentiality.	24

Section 8.11.	Time is of the Essence.	25

Section 8.12.	Confirmatory Amendment.	25

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REAL ESTATE LICENSE AGREEMENT

This REAL ESTATE LICENSE AGREEMENT (this “Agreement”), dated as of [●], 2024, is entered into by and between [3M LICENSOR ENTITY], a [●] [corporation] (“Licensor”), and [●], a [●] [corporation] (“Licensee” and, together with Licensor, the “Parties”).

RECITALS

WHEREAS, Licensee and Licensor (or certain of their Affiliates) will be parties to that certain Separation and Distribution Agreement, with an envisaged effective date as of [●], 2024 (the “SDA”);

WHEREAS, this Agreement is an “Ancillary Agreement” pursuant to the SDA;

WHEREAS, consistent with SpinCo’s authority to set the strategic direction for, and make strategic decisions in respect of, the SpinCo Business following the transactions contemplated under the SDA, this Agreement sets forth the terms and conditions pursuant to which in order to (i) promote the orderly transition of certain operations of the Licensee Business, (ii) set forth the general principals and guidelines for the temporary sharing of space between Licensor and Licensee, and (iii) to effectuate the orderly consummation of the transactions contemplated under the SDA;

WHEREAS, Licensee shall diligently pursue alternate premises or enter into longer-term formal arrangements suitable for the operation of its business and shall use reasonable commercial efforts to reduce or eliminate its dependency on the Premises under this agreement as soon as is reasonably practicable.

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ARTICLE 1

DEFINITIONS

“Confidential Information” shall have the meaning set forth in the Transition Services Agreement.

“Cybersecurity Incident” shall have the meaning set forth in the Transition Services Agreement.

“COVID-19” shall mean SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, workplace safety or similar Law, directive, guidelines or recommendations promulgated by any industry group or any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the CARES Act and Families First Act.

“Licensee’s Trade Fixtures and Equipment” means trade fixtures and equipment located within the Building which are the property of Licensee.

“Personal Information” shall have the meaning set forth in the Transition Services Agreement.

“Protected Health Information” shall have the meaning set forth in the Transition Services Agreement.

“Transition Services Agreement” means the Transition Services Agreement entered into by Parent and SpinCo on or around the date of this Agreement.

Section 1.2. Other Defined Terms

Term

Section

Agreement

Introductory paragraph

All Risk

Section 4.2

Building

Summary Sheet

Co-Located Equipment Areas

Section 2.1(a)

Common Areas

Section 2.1(a)

Convenience Services

Section 2.14

Covered Taxes

Section 3.3(a)

Damages

Section 5.1

Disclosing Party

Section 8.10(a)

Effective Date

Summary Sheet

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Employee Convenience Areas

Section 2.1(a)

Environmental Authorization(s)

Section 2.14

Excluded Areas

Section 2.1(b)

Exit Checklist

Section 7.4

Exit Meeting

Section 7.4

Exit Plan

Section 7.4

Indemnified Persons

Section 5.1

Indemnifying Party

Section 5.1

JAMS

Section 8.6(b)

Licensee

Introductory paragraph

Licensor

Introductory paragraph

Licensor‘s Fixtures and Personal Property in Premises

Section 2.1(a)

Maximum Duration

Summary Sheet

Negotiation Period

Section 8.6(a)

Notice Addressees

Summary Sheet

Parties

Introductory paragraph

Permitted Uses

Section 2.2

Premises

Summary Sheet

Property

Section 2.1(a)

Receiving Party

Section 8.10(a)

Rules and Regulations

Section 2.2

Rules of Engagement

Section 2.2

SDA

Recitals

Summary Sheet

Section 1.3

Section 1.3. Summary Sheet. The terms and definitions set forth in the Real Estate License Agreement Summary Sheet (the “Summary Sheet”) shall be incorporated herein.

Section 1.4. Hierarchy. The appendices to this Agreement shall form part of this Agreement. In case of any conflicts, the front-end of this Agreement shall prevail over its appendices, unless explicitly set out otherwise in the relevant appendix with reference to the clause in the front-end from which it deviates. In the event of a conflict between the terms of the SDA and the terms of this Agreement, the terms of the SDA shall prevail, unless explicitly set out otherwise in this Agreement with reference to the clause in the SDA from which it deviates.

ARTICLE 2

LICENSE AND PREMISES

Section 2.1. Grant of License.

(a) Upon the terms and subject to the conditions set forth in this Agreement, Licensor hereby grants to Licensee (i) a non-exclusive license for certain Licensee employees to use and occupy the Premises, and (ii) a non-exclusive license to use in common with Licensor (A) the

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hallways, entry ways, stairs, elevators, driveways, walkways, parking areas and such other areas and facilities in or serving the Building (the “Property”) that are generally needed for access to and use of the Premises (the “Common Areas”), (B) the areas or rooms in the Building or on the Property (other than the Premises) containing any materials, equipment, machinery, parts, spare parts or tools that Licensee is authorized to use pursuant to Section 2.3 (the “Co-Located Equipment Areas”) or areas that house Licensee’s Trade Fixtures and Equipment, and (C) if applicable, the areas or rooms in the Building housing amenities generally made available to employees for convenience or enjoyment, such as cafeterias, vending areas, fitness centers, nursing rooms, employee lounge areas (the “Employee Convenience Areas”). Licensee shall have the right to use such of Licensor’s personal property, fixtures, equipment, machinery, parts, spare parts and tools which may be located in or on the Premises (“Licensor’s Fixtures and Personal Property in Premises”) in a manner that is materially consistent with the past practice of the Business. Access to Employee Convenience Areas may be subject to additional requirements as set forth in Section 2.14.

(b) The license granted hereunder shall exclude all areas in the Building or on the Property that are not identified as the Premises, the Common Areas or the Co-Located Equipment Areas (collectively, the “Excluded Areas”). Licensee shall use commercially reasonable efforts to ensure that its employees, customers or invitees do not utilize any Excluded Area. Licensor shall use commercially reasonable efforts to ensure that its employees, customers or invitees do not utilize the Premises; provided, that Licensor retains the right, at its expense and in its sole discretion and from time to time, to (i) use or access the Premises for repairs and maintenance, in emergency situations, or as reasonably required to access other parts of the Building; or (ii) modify, improve or relocate the Premises; provided, further, that, in the case of either of the foregoing events, Licensor shall not (x) unreasonably interfere with Licensee’s business activities and shall use commercially reasonable measures to mitigate any interference, (y) materially change the confidentiality or security considerations associated with the Premises, or (z) materially reduce the area of the Premises allocated to each employee of Licensee (except in connection with a decrease of the License Fee in accordance with Section 3.1).

(c) The Parties acknowledge that the License granted hereunder is intended to facilitate the orderly transition of operations to Licensee. Neither Licensee nor its Affiliates shall (i) have any rights to expand the rights granted hereunder without the prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned, or delayed, or (ii) add additional employee headcount within the Premises without prior written approval by Licensor.

Section 2.2. Use of Premises, Common Areas and Co-Located Equipment Areas. Licensee’s use of the Premises, the Common Areas, the Co-Located Equipment Areas, and the Licensee Equipment Areas hereunder shall be limited to, and Licensee shall use the Premises, the Common Areas, the Co-Located Equipment Areas, and the Licensee Equipment Areas solely for, the continued operation of the Business in a manner consistent with its operation prior to the Closing (the “Permitted Uses”). Licensee shall, and shall cause each of Licensee’s employees, contractors or invitees who uses the Premises, the Common Areas, the Co-Located Equipment Areas, or the Licensee Equipment Areas to, conduct its activities at the Premises, the Common Areas, the Co-Located Equipment Areas, and the Licensee Equipment Areas only in a manner

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that (a) does not unreasonably interfere with Licensor’s use of the Building, the Property, the Common Areas, the Co-Located Equipment Areas, or the Licensee Equipment Areas, (b) complies with all applicable governmental regulations, laws and orders, including, but not limited to, governmental regulations addressing the safe handling and disposal of hazardous materials (c) abides by the rules and regulations generally applicable at the Building or the Property as they may be amended by Licensor from time to time (provided such amendments are reasonable, generally applicable at the Building or the Property, and would not materially increase Licensee’s obligations or decrease Licensee’s rights hereunder) (the “Rules and Regulations”), (d) For Lab/R&D Facilities Only: abides by the rules of engagement at the Building or the Property as attached hereto as Appendix B (the “Rules of Engagement”), and (e) is consistent with the terms of Section 8.10. If Licensee uses or permits any use of the Premises or other portions of the Building in violation of the Permitted Uses and which in any way increases the rate of fire or liability or any other insurance coverage maintained by Licensor on the Building or its contents, Licensee shall pay to Licensor, within thirty (30) days after demand, said increased insurance costs.

Section 2.3. Use of Equipment. Upon the terms and subject to the conditions set forth in this Agreement, Licensee shall have the right to access or use all materials, equipment, machinery, parts, spare parts and tools that are located in the Building or on the Property to the extent and in a manner consistent with Licensee’s access or usage thereof in connection with the operation of the Business prior to the Effective Date; provided, however, that in the event Licensee’s access to or use of such equipment, machinery, parts, spare parts or tools is otherwise subject to the terms of another Ancillary Agreement (including Licensee‘s access to or use of any information technology equipment or hardware which may be subject to the terms of a separate Transition Services Agreement or similar transitional arrangement), the terms of such other Ancillary Agreement shall control such access or use by Licensee. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not modify or change any right of Licensee to such access or use as may be provided under such other Ancillary Agreement.

Section 2.4. Security. Licensee understands and acknowledges that in some circumstances there may not be a demising wall or other physical barrier to delineate the Premises from the Common Areas and Excluded Areas or to physically prevent Licensor’s employees from accessing the Premises. Subject to Section 8.10, Licensee accepts any risks associated therewith and acknowledges that Licensor shall have no obligation to provide any security service to the Premises beyond the security service otherwise performed for the general benefit of the Building or the Property and Licensor shall bear no responsibility for any Damages of any equipment or property of Licensee or any of its employees left unattended or improperly secured within the Building or on the Property (except to the extent resulting from Licensor’s gross negligence, willful misconduct or breach hereunder).

Section 2.5. Utilities. Licensor shall make (or cause to be made) available to Licensee such utilities and other services that are currently being provided to the Premises, and at the level at which the same is currently being furnished to such area, including without limitation (a) electric current; (b) passenger and freight elevator service; (c) water for ordinary drinking, cleaning lavatory and process-related purposes; and (d) heating and air conditioning. Licensee’s use of electric current shall not exceed the capacity of the existing feeders, risers or wiring

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installations serving the Premises, and Licensee shall not use any electrical equipment which will overload such installations or interfere with the use thereof by other occupants of the Building. Licensee utilities shall be used in a manner and in quantities consistent with Licensee’s usage thereof in connection with the operation of the Business prior to the Effective Date. In the event that the manner or quantity of utility use deviates significantly from usage prior to the Effective Date, Licensor reserves the right to adjust the License Fee to account for the additional utility costs. In no event shall utility usage exceed limits set forth in permit requirements. Utilities (for the purposes of this Section 2.5) shall not include hazardous waste disposal, which shall be addressed in Section 2.9.

Section 2.6. Alterations. Licensee shall not make any alteration or modification to the Premises without the prior written consent of Licensor, which consent may not be unreasonably withheld, conditioned or delayed. Licensor’s consent may be conditioned upon, among other requirements, Licensee removing such alterations and restoring the Premises to its condition prior to such alterations upon the expiration or the earlier termination of this Agreement. Licensor’s prior written consent shall not be required for any alteration or modification that either (a) is purely decorative or cosmetic or (b)(i) is non-structural and (ii) does not adversely affect the value or function of the Premises; provided that Licensor shall retain sole discretion as to whether to require removal of any such alterations or modifications by Licensee upon the expiration or the earlier termination of this Agreement. In the event that Licensor consents to any alterations or modification in, on or to the Premises, such alterations or modifications shall, at Licensor’s election made in its consent notice, be made by Licensor at Licensee’s sole cost and expense by contractors reasonably approved by Licensor. Licensee shall reimburse Licensor, within ten (10) days of receipt of an invoice from Licensor (with verification documentation and invoices reasonably supporting such costs), for any costs incurred by Licensor in connection with alterations or modifications made to the Premises in accordance with this Section 2.6 or in repairing any damage to the Premises, the Building or any personal property, fixtures or equipment of Licensor which may be therein or thereon resulting from the acts or omissions of Licensee, its employees or their respective contractors, or as a result of a breach of this Agreement by Licensee.

Section 2.7. Maintenance of Premises. Licensee shall (a) keep and maintain the Premises and any Licensor’s Fixtures and Personal Property in Premises in properly functioning, safe, orderly and sanitary condition, ordinary wear and tear excepted, and (b) permit no physical waste of or damage to the Premises or any Licensor’s Fixtures and Personal Property in Premises. Subject to the foregoing, Licensor shall perform all repairs and maintenance as are necessary to keep the Building and all building systems (HVAC, plumbing, structural systems, roof, etc.) in good operating condition.

Section 2.8. Janitorial and Trash Removal Services. All trash removal services shall be performed in accordance with work schedules reasonably established by Licensor materially consistent with past practice, unless otherwise mutually agreed by the Parties in writing.

Section 2.9. Hazardous Waste Disposal. Licensee shall be responsible for handling and disposal of waste and materials generated by Licensee’s operations at the Premises. All

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hazardous waste handling and disposal shall be performed in accordance with applicable law and Licensor’s safety guidelines.

Section 2.10. Shipping and Receiving. Shipping and receiving services shall be provided by Licensor in a manner that is materially consistent with past practice, except that Licensor shall not provide such services with respect to shipping and receiving of hazardous waste or chemicals.

Section 2.11. Telecommunications Services. Licensee acknowledges and agrees that (a) except to the extent required by the Transition Services Agreement, Licensor shall have no obligation to provide to Licensee any telecommunications services (including telephone, internet or printing services) at the Premises, the Building or the Property and (b) Licensee shall not install any additional information technology infrastructure (including cabling or data centers) at the Premises, the Building or the Property, nor will Licensee modify any information technology infrastructure at the Premises, the Building or the Property unless Licensee shall have received Licensor’s prior written consent, which consent may be withheld or granted in Licensor’s sole discretion, with respect to such proposed installation or modification.

Section 2.12. No Signage. Licensee shall not place, display, hang, affix or otherwise attach any signs to the Premises or Building without Licensor’s advanced written consent.

Section 2.13. Compliance with Applicable Laws. Licensee shall comply with all Laws applicable to its use of the Premises. Licensee and Licensor shall promptly notify the other if Licensee or Licensor, as the case may be, receives any notice, either written or oral, from any Governmental Body or insurance carrier relating to Licensee’s use of the Premises. In no event shall Licensee be obligated to perform any alterations to the Building in order to comply with any Law.

Section 2.14. Employee Convenience Services. Licensor may make certain services within the Building available to Licensee’s employees for general employee convenience, health and wellbeing, such as vending machine, fitness centers, nursing rooms, cafeterias, and catering services (collectively, the “Convenience Services”). The Convenience Services may be subject to additional terms and conditions, including additional fees to Licensee and/or individual Licensee employees who choose to utilize the Convenience Services. Licensor reserves the right to amend or discontinue the Convenience Services at any time, without notice to Licensee.

Licensee agrees it shall secure for itself, to the extent possible and feasible, all permits, licenses or similar authorizations (“Environmental Authorization” or “Environmental Authorizations”, as appropriate) required under applicable federal, state or local environmental laws, statutes, rules, or ordinances that are necessary to Licensee’s operations at the Premises or within the Building.

Section 2.15. COVID-19 Considerations. Licensee agrees to abide by and follow all reasonable health and safety rules and guidelines enacted by Licensor in response to COVID-19 and generally applicable within the Building. Notwithstanding the foregoing, all rules and guidelines enacted by Licensor shall be presumed reasonable so long as they: (a) are applicable

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to both Licensor and Licensee’s employees working within the Building; and (b) are consistent with COVID-19 Measures.

Licensee shall have the discretion to temporarily close the Building to general employees as a response measure to COVID-19 (or similar public health and safety concern) and Licensee hereby agrees to comply with such closure. In the event of closure, Licensor and Licensee shall make reasonable efforts to coordinate limited access to the License Area for retrieval of personal property, to the extent that access is reasonably necessary to Licensee’s continued business operations and so long as such efforts are consistent with COVID-19 Measures. Licensee shall continue to pay the License Fee (as set forth in Section 3.1) during any such period of closure or limited access due to COVID-19.

ARTICLE 3

LICENSE FEE

Section 3.1. License Fee. The License Fee shall be as set forth in Paragraph 3 of the Summary Sheet.

Section 3.2. Payment of License Fee via Settlement Statement. Licensor shall include amounts payable by Licensee under this Agreement in the relevant monthly Settlement Statements issued to Licensee (or its applicable Affiliate) pursuant to Section 4.2 of the Transition Services Agreement, and payment of any such amounts shall be made pursuant to Section 3.3(a) of the TSA. If applicable, during any period in which no TSA is in effect at the Premises, Licensor shall send a monthly invoice of charges to Licensee and Licensee shall remit payment via electronic funds transfer by the first day of each calendar month of the term; provided that the last such payment due hereunder shall be paid on the last day of the term, and that obligation shall survive the termination of the Agreement. Licensor reserves the right to modify payment instructions as needed.

Section 3.3. Taxes.

(a) The amounts set forth herein with respect to fees, charges, expenses and other amounts due hereunder are exclusive of all applicable sales, use, value-added, transfer, goods and services or other similar taxes, duties, levies, or fees in the nature of a tax, including interest and penalties imposed by a Governmental Body, that Licensor may be required to collect from Licensee in connection with Licensor’s performance hereunder or that may be payable as a result of these transactions (“Covered Taxes”). Licensee shall be responsible for and pay any Covered Taxes imposed as a result of the transactions contemplated by this Agreement or imposed on it with respect to the payments due to Licensor hereunder. Notwithstanding the above, if Licensor is required by applicable Law or Order to collect or pay Covered Taxes, Licensor shall either collect such Covered Taxes from Licensee by collecting such Covered Taxes in the Settlement Statement for the applicable month or, if the underlying transaction that gives rise to the Covered Taxes is not addressed in the Settlement Statement, then such Covered Taxes shall be collected in a similar manner to the payment related to the underlying transaction. Licensor shall not collect any Covered Taxes for which Licensee furnishes a valid and properly completed exemption certificate or other proof of exemption for which Licensee may legally claim an

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available exemption from such Covered Tax. Licensee shall be responsible for any Covered Tax, interest and penalty if such exemption certificate or other form of proof of exemption is disallowed by the Taxing Authority.

(b) Except for any Covered Taxes pursuant to Section 3.3(a), the Parties shall make all payments to one another free and clear of, and without deduction or withholding for any other Taxes unless required to deduct or withhold by applicable Law or Order. In the event that a Party is required to deduct or withhold Taxes (other than Covered Taxes) in connection with any payments to the other Party pursuant to this Agreement, then such Party shall duly withhold and remit such Taxes to the appropriate Governmental Body and shall pay to the other Party the remaining net amount after the Taxes have been withheld as reflected in the Settlement Statement for the applicable month. Such Party shall, as soon as reasonably practicable, furnish to the other Party a copy of an official tax receipt or other appropriate evidence of any taxes imposed on payments made hereunder. Each Party shall provide to the other Party any certification reasonably necessary to certify a Party’s eligibility (if any) for exemption or reduction of withholding or to certify a Party’s status under the Foreign Account Tax Compliance Act, if applicable.

ARTICLE 4

INSURANCE

Section 4.1. Licensee’s Insurance. Licensee shall be responsible, at its own cost and expense, to obtain and maintain any insurance it desires on any equipment, machinery, parts, spare parts, tools or any other personal property of Licensee or any of its employees, to the extent that such property is located at the Premises or in the Building. Licensee shall obtain and maintain (a) commercial general liability insurance with a policy limit of at least $2,000,000.00 (or an equivalent amount in local currency) and (b) employer’s liability and workers’ compensation insurance as required by applicable Law.

Section 4.2. Licensor’s Insurance. Licensor shall maintain or cause to be maintained All Risk also known as Special Form Property insurance (hereinafter referred to as “All Risk”) in respect of the Building and other improvements on the land normally covered by such insurance (except for the property the Licensee is required to cover with insurance under this Agreement) for the benefit of Licensor and other parties Licensor may from time to time designate, as their interests may appear. The All Risk insurance will be on a full replacement cost basis and not less than the amount sufficient to avoid the effect of the co-insurance provisions of the applicable policy or policies. Licensor shall also maintain (a) commercial general liability insurance with a policy limit of at least $2,000,000.00 (or an equivalent amount in local currency) and (b) employer’s liability and workers’ compensation insurance as required by applicable Law.

Section 4.3. Waiver of Subrogation. Licensor and Licensee, on behalf of themselves and all others claiming under them (including any insurer) waive all claims, demands, or rights of indemnity that either of them may have against the other (including all rights of subrogation) arising out of damage to any property, real or personal, resulting from fire or other casualties, no matter what the cause thereof may be. The Parties waive their respective rights, as set forth herein, because adequate insurance is to be maintained by each of them to protect themselves

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against all such casualties and they have obtained or agree to obtain from their insurance carriers appropriate „waiver of subrogation” provisions in all such policies of insurance. Each Party shall provide the other Party with an endorsement to the casualty coverage confirming such waiver. Should the waiver come into effect by reason of an act or omission of either Party, the Party benefitting from such waiver shall be responsible for the commercially reasonable deductible amount under the other Party’s insurance policy. The waiver set forth herein shall not apply to workers compensation claims.

ARTICLE 5

INDEMNITIES

Section 5.1. Mutual Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its Affiliates and each of their respective past, present or future officers, directors, employees and agents and their respective successors, heirs and assignees and representatives (collectively the “Indemnified Persons”) from and against any damages, losses, liabilities or costs (other than costs allocated to be borne by the indemnified Party under the Agreement, but including reasonable legal expenses, costs of litigation and reasonable attorney’s fees) (“Damages”) incurred by the Indemnified Persons resulting from any Third Party Claim against the Indemnified Persons to the extent caused by, resulting from, or in connection with:

(a) any breach of Section 8.10 by the Indemnifying Party or any of its Affiliates or its or their respective Representatives, or

(b) any gross negligence or willful misconduct by the Indemnifying Party or any of its Affiliates in connection with the performance of its obligations under this Agreement,

Section 5.2. Indemnification by Licensee.

(a) Notwithstanding Section 5.1, Licensee shall indemnify, defend and hold harmless Licensor’s Indemnified Persons from and against any Damages resulting from any Third Party Claim to the extent caused by, resulting from or in connection with (i) any of the services rendered or to be rendered or licenses granted or to be granted by or on behalf of Licensor pursuant to this Agreement (including the exploitation of such services or licenses by Licensee or its Affiliates), (ii) the transactions contemplated by this Agreement or (iii) Licensor’s actions or inactions in connection with any such services, licenses or transactions, provided, however, that Licensee shall not be responsible for any Damages of Licensor’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the Licensor’s or any of its Affiliates’ gross negligence or willful misconduct in providing any of the services or licenses.

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(b) Licensee shall indemnify, defend and hold harmless Licensor’s Indemnified Persons from and against any Damages caused by, resulting from or arising out of or in connection with the occupation or use of the Premises, Property or Buildings, including any damages to or diminution in value of the Premises, Property or Buildings, provided, however, that Licensee shall not be responsible for any Damages of Licensor’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with Licensor’s gross negligence or willful misconduct in performing any of its obligations pursuant to this Agreement.

Section 5.3. Procedure.

(a) Each Party shall use its commercially reasonable efforts to mitigate any Damages for which such Party seeks indemnification under this Agreement.

(b) Sections 4.5 and 4.6 of the SDA shall govern the rights and obligations of the Parties in respect of the management and conduct of any claims for indemnification under this Agreement.

ARTICLE 6

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES

Section 6.1. Exclusion of Liability.

(a) Unless explicitly set out otherwise in this Agreement, no Party, nor any of their respective Affiliates, shall be liable in connection with this Agreement for any punitive, incidental, consequential, exemplary, special or indirect, speculative, not reasonably foreseeable or similar damages, including any loss of future revenue, profits, income, or anticipated savings, loss of business reputation, goodwill or opportunity relating to the breach or alleged breach of this Agreement, diminution of value or based on any type of multiple; provided, this sentence does not preclude such Damages to the extent actually owed with respect to a Third-Party Claim or caused by, resulting from, arising out of, or in connection with (i) any fraudulent acts or omissions, (ii) a breach of Section 8.10, or (iii) solely with respect to such damages incurred by Parent or any of its Affiliates, the use of the 3M Trademark by SpinCo or its Affiliates or licensees, including breach of license terms, damages to the 3M Trademark itself or the infringing use of the 3M Trademark. The limitations of this Section 6.1(a) apply regardless of whether the damages are based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal or equitable theory.

(b) Notwithstanding anything in this Agreement to the contrary, neither Licensor nor any of its Affiliates shall have any liability towards Licensee or any of its Affiliates or Indemnified Persons for (a) any failure to provide the licenses or perform the services or any of its obligations hereunder in accordance with this Agreement or (b) any Damages or inconveniences incurred by Licensee or any of its Affiliates or Indemnified Persons, in each case ((a) and (b)) to the extent caused by, relating to, or arising out of or in connection with (i) Licensee’s or any of its Affiliates’ acts, omissions, or breach of this Agreement or failure to satisfy any of its obligations under this Agreement, (ii) Licensee’s or any of its Affiliates’

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implementation, execution, use or exploitation of any of the services, products (including product liability claims) or other deliverables received by or benefits (including licenses or usage rights) granted to Licensee or its Affiliates under or in accordance with this Agreement, (iii) Licensee’s or any of its Affiliates’ manner of operating or conducting Licensee’s business (including the operations or systems) if operated or conducted materially differently than the manner in which Licensee’s business was operated or conducted immediately prior to the Initial Distribution, (iv) any transactions contemplated by this Agreement other than the provision of the Transition Services or Licensor’s other express obligations set out in this Agreement, or (v) Licensor’s actions or inactions in connection with any deliverables, benefits or transactions pursuant to (i) through (iv) or that were caused by specifications or directions provided by Licensee, except, in each case, to the extent caused by Licensor’s or its Affiliate’s gross negligence or willful misconduct in performing any of its obligations pursuant to this Agreement.

Section 6.2. Limitations of Liability.

(a) Subject to Section 6.3 below, Licensor’s and its Affiliates’ aggregate maximum liability in connection with this Agreement, the licenses granted or the transactions contemplated hereby, shall not exceed in the aggregate in any calendar year, an amount equal to one hundred percent (100%) of the gross amount of License Fees paid or payable in aggregate by Licensee for all licenses granted for that calendar year. In addition, any liability of Licensor (and its Affiliates) under this Agreement shall be subject to and count against the Maximum Transition Agreement Cap. Licensee acknowledges that the liability caps described in this Section 6.2 are fair and reasonable. For the avoidance of doubt, the liability caps under this Section 6.2(a) shall be calculated based on the gross amount of License Fees paid or payable under this Agreement, not the net amount of payments made pursuant to the Settlement Statement.

(b) Notice of any claim under this Agreement shall be in writing and made reasonably promptly after becoming aware of such claim, but in no event later than one (1) month after the date of termination or expiration of the license grant giving rise to the claim and such claim must specify the Damages amount claimed and a reasonable description of the action (including, as applicable, the Transition Service) giving rise to the claim.

(c) The limitation of liability of this Section 6.2 is independent of, and survives, any failure of the essential purpose of any limited or exclusive remedy under this Agreement.

(d) If and to the extent that Licensor’s failure to perform its obligations under this Agreement or any breach of this Agreement is caused by the act or omission of a Third Party subcontractor used by Licensor, Licensor shall not be responsible, liable or otherwise considered as being in breach of this Agreement, provided that Licensor shall use its commercially reasonable efforts to exercise and enforce its contractual rights and seek to claim any available contractual remedies in respect of the relevant act or omission of the Third Party subcontractor, and pass-on to Licensee an equitable and proportionate share of the damages or similar amounts. Alternatively, Licensor may, in its sole discretion, assign to Licensee any Damage claims that it may assert against the relevant Third Party subcontractor in relation to Licensee’s Damage. In case the act or omission of the Third Party subcontractor that caused the Damage also caused

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prejudice to Licensor’s own business (or that of its Affiliates), the distribution shall be limited to a reasonable pro rata share.

Section 6.3. Unlimited Liability. The limitations of liability pursuant to Section 8.2 shall not apply to:

(a) any fraudulent, grossly negligent or willful acts or omissions by a Party;

(b) either Party’s breach of Section 8.10;

(d) Licensor’s liability to pass-on any sums or other benefits it is able to recover from a Third Party subcontractor under Section 6.2(d); for clarity, any such recovered sums or benefits shall not count against the liability cap set out in Section 6.2(a); and

Section 6.4. Disclaimer of Warranties and Acknowledgement. FOR ALL LICENSE LOCATIONS EXCEPT 3M CENTER IN ST PAUL: LICENSOR SPECIFICALLY DISCLAIMS ANY OBLIGATION TO REPAIR, MAINTAIN, CALIBRATE, ADJUST OR TEST ANY EQUIPMENT THAT IS LOCATED WITHIN THE PREMISES, BUT IS OWNED BY THE LICENSEE (INCLUDING, BUT NOT LIMITED TO PERSONAL PROPERTY, TRADE FIXTURES OR EQUIPMENT THAT TRANSFERRED TO LICENSEE/BUYER PURSUANT TO THE SDA).

FOR ALL RELAS: LICENSEE AGREES TO ACCEPT THE PREMISES ON AN “AS IS” BASIS AND ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 2 OF THIS AGREEMENT, LICENSOR HAS MADE NO WARRANTY HEREIN, EXPRESS OR IMPLIED, AS TO THE MAINTENANCE OR REPAIR OF THE PREMISES, THE COMMON AREAS, THE CO LOCATED EQUIPMENT AREAS, THE LICENSEE EQUIPMENT AREAS, THE BUILDING OR THE PROPERTY NOR HAS IT MADE ANY PROMISE TO ALTER, REMODEL OR IMPROVE THE PREMISES, THE COMMON AREAS, THE CO LOCATED EQUIPMENT AREAS, THE LICENSEE EQUIPMENT AREAS, THE BUILDING OR THE PROPERTY. EXCEPT AS OTHERWISE PROVIDED IN THE SDA, LICENSOR HEREBY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE NATURE, CONDITION OR QUALITY OF THE PREMISES OR THE RESULTS THAT WILL BE OBTAINED BY USING THE PREMISES, THE COMMON AREAS, THE CO LOCATED EQUIPMENT AREAS, THE LICENSEE EQUIPMENT AREAS, THE BUILDING OR THE PROPERTY.LICENSEE EXPRESSLY AFFIRMS THAT, EXCEPT FOR ANY REPRESENTATIONS OR WARRANTIES EXPRESSLY SET FORTH IN THE SDA, IT IS NOT RELYING ON ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, OF LICENSOR OR ITS AFFILIATES IN ENTERING INTO THIS AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE DISCLAIMERS IN THIS SECTION 5.12.

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Section 6.5. Other Liability Terms.

ARTICLE 7

TERM AND TERMINATION

Section 7.1. Term. This Agreement shall become effective on the Effective Date, as defined herein, unless terminated earlier pursuant to Section 7.2, shall terminate upon the last day of the Maximum Duration from the Effective Date unless an extension to the term is agreed by the Licensor. In the event the TSA is terminated prior to the expiration date set forth therein due to a breach by Licensee (as defined in the TSA), this Agreement shall immediately terminate therewith.

Section 7.2. Termination. Licensee may terminate this Agreement upon ninety (90) days advance written notice to Licensor. Licensor may terminate this Agreement at any time.

Section 7.3. Licensee’s Obligations on Termination. Upon the expiration or termination of this Agreement, Licensee shall surrender the Premises and all the Licensor’s Fixtures and Personal Property in Premises therein with all improvements in substantially the same order and condition as they were as of the Spinoff Date (except for any reasonable wear, tear or casualty damage) and to which Licensor consented to the extent required under Section 2.6 and the removal of which from the Premises and Building is not required by Licensor in accordance with Section 2.6. In addition, on or before the expiration or termination of this Agreement, Licensee shall, without expense to Licensor, remove or cause to be removed from the Premises: (a) all debris and rubbish caused or created by Licensee or its employees, agents or invitees; (b) any cabling and any and all furniture, fixtures, equipment, in each case installed by Licensee; and (c) other articles of personal property of Licensee in the Premises. Licensee shall, at Licensee’s sole cost and expense, repair all damage or injury that may occur to the Premises or the Building caused by Licensee’s removal of such items and shall restore the Premises and Building to their condition immediately prior to such removal. If any of Licensee’s equipment, or other personal property is not removed from the Premises and Building by Licensee on or before the expiration or the earlier termination of this Agreement, then Licensor may keep, remove, discard, dispose of, or store the same at Licensee’s cost and expense, without any liability whatsoever to Licensor.

With respect to Licensee’s removal of Licensee’s Trade Fixtures and Equipment (if applicable): Licensee and/or Licensee’s contractors shall (i) remove all of Licensee’s Trade

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Fixtures and Equipment and disassemble as needed to make same ready for transport and (ii) restore the areas of the Building in which Licensee’s Trade Fixtures and Equipment were located to a broom clean condition including: (x) safely capping supply and discharge lines (electrical, liquids, gas, etc.) to the logical distribution or junction points, and (y) repairing any damage or holes to concrete, flowing, walls or ceilings, or other parts of the Building resulting from the removal of Licensee’s Trade Fixtures and Equipment. Licensee shall be responsible for paying all other expenses associated with the removal and transportation of Licensee’s Trade Fixtures and Equipment.

If any of Licensee’s equipment, personal property or Licensee’s Trade Fixtures and Equipment are not removed from the Premises and Building by Licensee within the time periods set forth in this Section 7.3 above, then Licensor may keep, remove, discard, dispose of, or store the same at Licensee’s cost and expense, without any liability whatsoever to Licensor, and Licensee shall reimburse Licensor for those costs promptly upon demand.

Section 7.4. Additional Requirements for Exit/Termination. No later than thirty (30) days prior to the exit of the Premises by Licensee, Licensee and Licensor (through their designees) shall meet to discuss and agree upon exit procedures (the “Exit Meeting”). In advance of the Exit Meeting, Licensor agrees to disclose the location, quantities and types of Hazardous Materials stored on the Premises, and to provide a proposal for safe removal, transportation, cleaning and/or disposal of such Hazardous Materials (the “Exit Plan”), which shall be subject to Licensee’s approval, in its reasonable discretion. Licensor may require Licensee to complete an exit checklist (the “Exit Checklist”) as part of the Exit Plan. In the event that Licensee fails to obtain an approved Exit Plan or fails to exit the Premises in accordance with the approved Exit Plan, then Licensor shall take such action as Licensor deems reasonably necessary to ensure that Hazardous Materials are safely removed, transported, cleaned, and disposed of at Licensee’s sole cost and expense, without any liability whatsoever to Licensor, and Licensee shall reimburse Licensor for those costs promptly upon demand.

Section 7.5. Effect of Termination. Upon termination of this Agreement pursuant to Section 7.2, this Agreement shall forthwith become null and void; provided that the provisions of Article 3 (License Fee), Section 4.3 (Waiver of Subrogation), Article 5 (Limitation of Liabilities; Indemnification), Section 7.3 (Licensee‘s Obligations on Termination), Section 7.4 (Additional Requirements for Exit/Termination) and Article 8 (Miscellaneous) shall survive the termination of this Agreement and shall remain valid and binding obligations of the Parties in accordance with their terms.

Section 7.6. Meet and Confer. If, at or prior to the expiration or termination of this Agreement, a Party, despite having taken all reasonable and timely steps to operate independently, is unable to operate independently from the rights or services provided under this Agreement due to circumstances not caused by such Party’s action or inaction, the Parties will discuss in good faith commercially reasonable alternatives (up to and including an extension of this Agreement) to avoid a business disruption for such Party; provided, that, if such inability to operate independently results solely from such Party’s failure to obtain a Governmental Approval (having taken all reasonable and timely steps to obtain such Governmental Approval in a timely fashion), (i) the other Party will not unreasonably withhold consent to a request for an

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extension of this Agreement for a period of time no longer than reasonably necessary to obtain such Governmental Approval or otherwise allow the requesting Party to operate independently and (ii) the Parties will discuss in good faith the applicable terms of such extension (including price adjustments) to ensure the terms are commercially reasonable.

ARTICLE 8

MISCELLANEOUS

Section 8.1. Fees and Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred, including fees and disbursements of counsel, financial advisors, accountants and consultants, in connection with this Agreement and the transactions contemplated hereby shall be borne by the Party incurring such costs and expenses; provided, however, that in the event this Agreement is terminated or expires in accordance with its terms, the obligations of each Party to bear its own costs and expenses will be subject to any rights of such Party arising from a breach of this Agreement by the other Party prior to such termination or expiration.

Section 8.2. Notices. All notices or other communications to be delivered in connection with this Agreement shall be in writing (including by e-mail, provided, that e-mail shall not constitute notice for any purpose hereunder) and shall be deemed to have been properly delivered, given and received (a) on the date of delivery if delivered by hand during normal business hours of the recipient during a Business Day, otherwise on the next Business Day, (b) on the date of successful transmission if sent via facsimile during normal business hours of the recipient during a Business Day, otherwise on the next Business Day, or (c) on the date of receipt by the addressee if sent (i) by a nationally recognized overnight courier or (ii) by registered or certified mail, return receipt requested, and if received on a Business Day, and otherwise on the next Business Day. Such notices or other communications must be sent to each respective Party at the Notice Addresses set forth on the Summary Sheet (or at such other notice address as shall be specified by a Party in a notice given in accordance with this Section 8.2).

Section 8.3. Amendment. This Agreement (including the Summary Sheet) shall not be amended, modified or supplemented except by an instrument in writing specifically designated as an amendment hereto and executed by each of the Parties.

Section 8.4. Waivers. Either Party may, at any time, (a) extend the time for the performance of any of the obligations or other acts of the other Party or (b) waive compliance by the other Party with any of the agreements or conditions contained herein. No waiver by any Party of any of the provisions hereof shall be effective unless expressly set forth in a written instrument executed and delivered by the Party so waiving. No waiver by any Party of any breach of this Agreement shall operate or be construed as a waiver of any preceding or subsequent breach, whether of a similar or different character, unless expressly set forth in such written waiver. Neither any course of conduct or failure or delay of any Party in exercising or enforcing any right, remedy or power hereunder shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy or power hereunder, or any abandonment or discontinuance of steps to enforce such right, remedy or power, or any course of

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conduct, preclude any other or further exercise thereof or the exercise of any other right, remedy or power.

Section 8.5. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated, in whole or in part, directly or indirectly, by operation of Law or otherwise (including by merger, contribution, spin-off or otherwise), by either Party without the prior written consent of the other Party, and any purported assignment or delegation in contravention of this Section 8.5, and any further license by Licensee of the use of the Premises or permission to occupy any part thereof by any Person other than Licensee’s Employees, shall be null and void and of no force and effect. Notwithstanding the preceding sentence, either Party may, without the prior written consent of the other Party, assign its rights under this Agreement, in whole or in part, to one or more of its Subsidiaries upon prior written notice to the other Party; provided, however, that no such assignment shall relieve such assigning Party of its obligations hereunder; provided, further, that if any such assignment increases the Taxes borne by Licensor, Licensee shall indemnify, defend and hold harmless the Licensor Indemnified Persons from and against, and shall pay and reimburse each of the Licensor Indemnified Persons for, such increases and any and all Damages, incurred or sustained by, or imposed upon, the Licensor Indemnified Persons to the extent arising out of such matter. Subject to the preceding sentences of this Section 8.5, this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the Parties and their respective successors and permitted assigns. Notwithstanding anything herein to the contrary, if Licensor shall sell the Property or any part thereof after the Spinoff Date, Licensor shall cause the purchaser to enter into a contractually binding agreement with Licensee under which such purchaser agrees to recognize Licensee’s rights hereunder.

Section 8.6. Dispute Resolution. Any claim, disagreement or dispute between the Parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement shall be resolved in accordance with Article VII of the SDA which shall apply mutatis mutandis to this Agreement.

Section 8.7. Further References to SDA. Sections 10.2 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial); 10.6 (Severability), and 10.14 (Amendments) of the SDA shall apply mutatis mutandis to the Agreement.

Section 8.8. Exclusive Remedies. Except as otherwise provided in this Agreement, any and all remedies herein expressly conferred upon a Party pursuant to this Agreement shall be deemed cumulative with, and not exclusive of, any other remedy expressly conferred hereby, and the exercise by a Party of any one such remedy will not preclude the exercise of any other such remedy; provided, however, that subject to a Party’s right to bring a claim for material breach of contract against the other Party arising from or related to this Agreement (it being understood that Licensee’s failure to pay License Fees or other charges required to be paid pursuant to this Agreement constitutes a material breach irrespective of amount), such remedies provided to the Parties pursuant to this Agreement will be the sole and exclusive remedies of the Parties with respect to claims or Disputes arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement. Each of the Parties agrees that, in the event of any breach or threatened breach of any provision of this Agreement by such Party, the other Party

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shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent or restrain breaches or threatened breaches hereof and to specifically enforce the terms and provisions hereof.

Section 8.9. Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the Parties hereto. No Party is by virtue of this Agreement authorized as an agent, employee or legal representative of the other Party. No Party shall have the power to control the activities and operations of the other and their status is, and at all times shall continue to be, that of independent contractors with respect to each other. No Party shall have any power or authority to bind or commit the other Party. No Party shall hold itself out as having any authority or relationship in contravention of this Section 8.9. No legal title or leasehold in the Premises is created or vested in Licensee by grant of the license afforded by this Agreement. Licensee’s use of the Premises hereunder shall not ripen into any title or leasehold in and to the Premises, and Licensee shall not make any claim of right, title or leasehold in or to the Premises. Nothing in this Agreement shall be deemed to create a landlord tenant relationship between the Parties. Licensee acknowledges and agrees that, upon Licensee’s failure to surrender the Premises immediately upon the expiration or earlier termination of this Agreement, Licensee shall be considered a trespasser and Licensor shall have all rights and remedies available at law or in equity. In addition, Licensee shall be liable for any costs incurred by Licensor in removing Licensee from the Premises, and for any and all other costs, expenses, or damages which Licensor may incur, as a result of Licensee’s failure to timely surrender possession of the Premises to Licensor immediately upon the expiration or earlier termination of this Agreement.

Section 8.10. Confidentiality.

(a) The Parties acknowledge that in connection with the transactions contemplated by this Agreement, either Party or any of its Affiliates or its or their respective employees (such Party, the “Receiving Party”) may obtain access to Confidential Information of the other Party or any of its Affiliates or its or their respective employees (such Party, the “Disclosing Party”). Except as to Confidential Information exclusively relating to the Transferred Assets or the Business that was already known by Licensor, any of its Affiliates, or any of its or their respective employees as of the Closing, which information shall be treated in accordance with the terms set forth in the SDA, the Receiving Party shall refrain from (i) using any Confidential Information of the Disclosing Party except for the purpose of providing or supporting the transactions contemplated by this Agreement and (ii) disclosing any Confidential Information of the Disclosing Party to any Person, except to such Receiving Party’s Affiliates and its and their respective employees and independent contractors as is reasonably required in connection with the exercise of each Party’s rights and obligations under this Agreement (and only subject to disclosure restrictions consistent with those set forth herein). In the event that the Receiving Party is required by any applicable Law or Order to disclose any such Confidential Information, the Receiving Party shall (A) to the extent permissible by such applicable Law or Order, provide the Disclosing Party with prompt and, if practicable, advance, written notice of such requirement, (B) disclose only that information that the Receiving Party determines (with the advice of counsel) is required by such applicable Law or Order to be disclosed and (C) use reasonable efforts to preserve the confidentiality of such Confidential Information, including by, at the

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Disclosing Party’s request, reasonably cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment shall be accorded such Confidential Information (at the Disclosing Party’s sole cost and expense). With respect to employees of Licensee or any of its Affiliates that, prior to the Closing, were employees of Licensor or any of its Affiliates, nothing in this Section 8.10 shall vitiate such Representative’s confidentiality obligations owed to Licensor or any of its Affiliates (other than with respect to Confidential Information related exclusively to the Business in accordance with the SDA) as a consequence of such Representative’s former relationship with Licensor or any of its Affiliates.

(b) The Parties acknowledge that the Premises will not be separately demised within the Building and there will be no physical boundary preventing any Representative of (i) Licensor from entering the Premises or (ii) Licensee from entering the Excluded Areas, each of which will contain Confidential Information of the applicable Party. Each Party agrees to use commercially reasonable efforts to minimize its exposure to Confidential Information of the other Party and further to minimize the visibility and accessibility of its own Confidential Information within (A) the Premises, the Common Areas, the Co-Located Equipment Areas, and the Licensee Equipment Areas, with respect to Confidential Information of Licensee or any of its Affiliates, or (B) the Excluded Areas, the Common Areas, and the Co-Located Equipment Areas, with respect to Confidential Information of Licensor or any of its Affiliates.

(c) The Parties acknowledge and agree that a Cybersecurity Incident, or unauthorized access or disclosure of Personal Information or Protected Health Information shall not be considered a breach of the confidentiality obligations in this Section 8.10.

Section 8.11. Time is of the Essence. Time is of the essence of this Agreement.

Section 8.12. Confirmatory Amendment. This Agreement is being entered into in anticipation and furtherance of the broader spin-off transaction described in the SDA. It is the intent of the Parties that the terms of this Agreement shall align, where applicable, to the terms of the SDA. Since the Effective Date of this Agreement is prior to the effective date of the SDA, the Parties agree to execute an amendment to this Agreement on or before the effective date of the SDA to ensure that material terms and definitions are in alignment with the SDA as executed and to make any adjustments or clarifications as are determined to be necessary.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


			LICENSOR


			[3M LICENSOR ENTITY], a [●] [corporation]


			By:
						Name:
						Title:

[SIGNATURE PAGE TO THE REAL ESTATE LICENSE AGREEMENT]


			LICENSEE


			[●]


			By:
						Name:
						Title:

[SIGNATURE PAGE TO THE REAL ESTATE LICENSE AGREEMENT]

Exhibit 10.8

FORM OF

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 [●], 2024

TABLE OF CONTENTS


			Page

ARTICLE 1 DEFINITIONS			2
	Section 1.1.	Certain Defined Terms	2
	Section 1.2.	Other Definitions	7
	Section 1.3.	Hierarchy	7

ARTICLE 2 LICENSE GRANTS			7
	Section 2.1.	Grants by Company Licensors	7
	Section 2.2.	Grants by SpinCo Licensors	10
	Section 2.3.	Rights of Affiliates & Subsidiaries	13
	Section 2.4.	Sublicensing; Third Party Rights.	14
	Section 2.5.	Have Made Rights	14
	Section 2.6.	Sale of Licensed IP	14
	Section 2.7.	No Other Rights; Retained Ownership; Limitations	15
	Section 2.8.	Enforcement of Licensed Patents; Action by Licensee.	15
	Section 2.9.	Control.	15
	Section 2.10.	Enforcement of Licensed Trade Secrets.	15

ARTICLE 3 INDEMNITIES			15
	Section 3.1.	Mutual Indemnification.	15
	Section 3.2.	Indemnification by Licensee.	16
	Section 3.3.	Procedure	16

ARTICLE 4 DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY			17
	Section 4.1.	Exclusion of Liability	17
	Section 4.2.	Limitations of Liability	17
	Section 4.3.	Unlimited Liability.	18
	Section 4.4.	DISCLAIMER OF WARRANTIES	19
	Section 4.5.	Other Liability Terms	20

ARTICLE 5 CONFIDENTIALITY			20
	Section 5.1.	Confidentiality	20
	Section 5.2.	Security of Technology.	20
	Section 5.3.	Exceptions	21

ARTICLE 6 TERM			21
	Section 6.1.	Term and Termination	21
	Section 6.2.	Survival	21
	Section 6.3.	Meet and Confer	21

ARTICLE 7 MISCELLANEOUS			22
	Section 7.1.	Intellectual Property Rights under Bankruptcy Code	22
	Section 7.2.	Notices	22


Section 7.3.	No Obligation	23
Section 7.4.	Successors and Assigns	23
Section 7.5.	Limitations on Change of Control	23
Section 7.6.	Specific Performance	24
Section 7.7.	Counterparts	24
Section 7.8.	Relationship of the Parties	24
Section 7.9.	Dispute Resolution	24
Section 7.10.	References to SDA	25

APPENDICES

Appendix A – Company Field

Appendix B – SpinCo Field

Appendix C – Joint Field

Appendix D – Company Licensed Primary Trade Secrets (TBD)

Appendix E – SpinCo Licensed Primary Trade Secrets (TBD)

Appendix F – Company Qualified Purchaser

Appendix G – SpinCo Qualified Purchaser

Appendix H – Company Excluded Competitors

Appendix I – SpinCo Excluded Competitors

Appendix X – Excluded Technologies

iii

INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT

This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of [●], 2024, is entered into by and between 3M Company and 3M Innovative Properties Company, Delaware Corporations (collectively “Company”), and 3M Healthcare US Opo 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.”

RECITALS

WHEREAS, SpinCo and Parent are parties to that certain Separation and Distribution Agreement, dated as of [●], 2024 (the “Separation and Distribution Agreement” or “SDA”);

WHEREAS, this Agreement is an “Ancillary Agreement” pursuant to the SDA;

WHEREAS to facilitate and provide for an orderly transition in connection with the transactions contemplated by the Separation and Distribution Agreement, Company and its Subsidiaries (in such capacity as the “Company Licensors”) wish to grant to SpinCo and its Subsidiaries (in such capacity, the “SpinCo Licensees”) licenses to certain Company Licensed Patents, Company Licensed Other IP and Company Licensed Primary Trade Secrets, and SpinCo and its Subsidiaries (in such capacity, the “SpinCo Licensors”) wish to grant to Company and its Subsidiaries (in such capacity, the “Company Licensees”) licenses to certain SpinCo Licensed Patents, SpinCo Licensed Other IP, and SpinCo Licensed Primary Trade Secrets in each case, as and to the extent set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Separation and Distribution Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1. Certain Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the SDA. As used in this Agreement, the following terms shall have the following meanings, which shall control in the case of any conflict between the definitions set forth in the Separation and Distribution Agreement and this Agreement.

“Animal Care” means animal care and veterinary care products and related consumables.

“Bankruptcy Code” means Title 11 of the United States Code.

“BWTD” means bandages, wraps, tapes and dressings.

“Change of Control” means, with respect to a Party, the occurrence after the Distribution Date of any of the following: (a) a transaction whereby any Person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) would acquire, directly or indirectly, voting securities representing more than fifty percent (50%) of the total voting power of such Party; (b) a merger, consolidation, recapitalization or reorganization of such Party, unless securities representing more than fifty percent (50%) of the total voting power of the legal successor to such Party as a result of such merger, consolidation, recapitalization or reorganization are immediately thereafter beneficially owned, directly or indirectly, by the Persons who beneficially owned such Party’s outstanding voting securities immediately prior to such transaction; or (c) the sale of all or substantially all of the consolidated assets of such Party’s group as defined in the SDA. For the avoidance of doubt, no transaction contemplated by the Separation and Distribution Agreement shall be considered a Change of Control.

“Climate Technology Field” means filtration, separation, and purification applications, excluding water purification, for use in (1) technologies related to greenhouse gas emissions reduction; (2) technologies related to the capture, utilization and storage of greenhouse gas emissions; or (3) technologies related to the transition from fossil-based fuels to low carbon and zero carbon energy.

“Company Confidential Manufacturing Information” or “Company CMI” means all technology, including any know-how and trade secrets, in actual use in the manufacture of Company Specialty Products.

“Company Cooling Field” means products and technologies where: (1) cooling (including air and water for evaporative cooling and condensation) is the primary effect of the product or technology in all applications except for cooling technologies for space suits and outer space applications; and (2) humidification and/or dehumidification is the primary effect of the product or technology in shipping container and building climate control applications, including for data centers, warehouses, factories, and cooling towers.

“Company Field” is listed in Appendix A.

“Company Licensed Primary Trade Secrets” means all Trade Secrets scheduled on Appendix D in the form that they are in actual use in the SpinCo Business as of the Distribution Date or as of the effective time of Exit under Section 2.11 (Exit of Contract Manufacturing Services) of the Transition Contract Manufacturing Agreement (TCMA).

“Company Licensed Other IP” means all Proprietary Manufacturing Technology in the form that they are in actual use in the SpinCo Business as of the Distribution Date or as of the effective time of Exit under Section 2.11 (Exit of Contract Manufacturing Services) of the Transition Contract Manufacturing Agreement (TCMA) and Intellectual Property Rights (other than Company Licensed Patents, Internet Properties, Trademarks, and Company Licensed Primary Trade Secrets) owned or Controlled by Company Licensors as of the Distribution Date, including know how and Invention Submissions.

“Company Licensed Patents” means the following owned or Controlled by Company Licensors as of the Distribution Date: (1) all Patents; (2) all Patents issued after the Distribution on a patent application filed prior to the Distribution Date, or claiming priority to a patent application filed prior to the Distribution Date, and (3) all patents resulting from a patent application filed within twenty-four (24) months of the Distribution Date if based on an Invention Submission submitted on or before the Distribution Date.

“Company Licensors” means Company and its Subsidiaries.

“Company Qualified Supplier” means a 3rd Party Supplier (as defined in the MSA) that meets the Criteria.

“Company Qualified Purchaser” means those entities not listed in Appendix F.

“Company Specialty Products” means (1) Products made under the MSA scheduled in Appendix [B], excluding those technologies set forth in Appendix [X].

“Consumer Healthcare Channel” means direct sales to resellers and retailers including on-line retailers who sell to users, all pharmacies other than Hospital Pharmacies, grocery, and health and beauty stores, but excluding the Medical Channel.

“Controlled” means, with respect to any Intellectual Property Rights owned by a third party as of the Distribution Date, the applicable Licensor has the ability to grant a license or other rights in, to or under such Intellectual Property Rights on the terms and conditions set forth herein without violating any contract between such Licensor and such third party in effect as of the Distribution Date and without payment or the granting of any additional consideration for the grant of such license; provided, that the Intellectual Property Rights will be excluded from being considered “Controlled” by virtue of any additional consideration only if the applicable Licensor notifies the applicable Licensee of such additional consideration and such Licensee does not agree to reimburse such Licensor for or otherwise bear such additional consideration.

“Criteria”, as applied to Company Qualified Supplier or SpinCo Qualified Supplier, as the case may be, must (1) have its business headquarters in the United States, Canada, Australia,

the United Kingdom, or European Union and will not manufacture the Company Specialty Products in any other country than the United States, Canada, Australia, the United Kingdom, or European Union, (2) may not be a competitor of the Licensor, meaning the competitor may not make, market, or sell products or services that compete with an end products or services that Licensor makes, markets or sells using the relevant Confidential Manufacturing Information, however the Parties agree that the entities listed in Appendices H and I are not competitors, (3) must agree to Delaware, law, jurisdiction, and venue, and (4) must have an established and ongoing operations in the relevant manufacturing field, including having protection standards for confidential information as restrictive as Article 5 (Confidentiality).

“Cybersecurity Incident” has the meaning given to it in the Transition Services Agreement.

“Hospital Pharmacies” means pharmacies owned or directly controlled by a hospital.

“Hollow Fiber Membrane” means a membrane with generally hollow cylindrical geometries having a thin polymeric wall that allows certain molecules or particles to pass through it while establishing a gradient for other molecules or particles.

“Industrial Adhesive(s)” means an adhesive (standalone or in tape) other than a Medical Grade Adhesive.

“Invention Submission” means the documents officially submitted to Company’s or SpinCo’s instances of the Anaqua database describing developments, including inventions, in research and development.

“Joint Field” is listed in Appendix C. The Joint Field excludes anything listed in the SpinCo Field or listed in the Company Field.

“Licensee(s)” means the Company Licensees or the SpinCo Licensees, as applicable, in their capacities as the licensees or grantees of the rights or licenses granted to them by the SpinCo Licensors or the Company Licensors, as applicable, pursuant to Article 2.

“Licensor(s)” means the Company Licensors or the SpinCo Licensors, as applicable, in their capacities as the licensors or grantors of any rights or licenses granted by them to the SpinCo Licensees or the Company Licensees, as applicable, pursuant to Article 2.

“Master Supply Agreement” or “MSA” means a supply agreement entered into between Parent and SpinCo around the effective date of this Agreement for Parent to supply products to SpinCo; there is a separate MSA (a reverse MSA) for SpinCo to supply products to Parent.

“Medical Channel” means hospitals, Hospital Pharmacies, medical offices, ambulatory care facilities, imaging service providers, out home care providers, skilled nursing facilities, urgent care health care providers (including military), outpatient care facilities, wound care clinics, and post-surgical patient recovery sites.

“Medical Grade Adhesive(s)” means an adhesive (standalone or in a tape) that (1) is marketed to be in contact with human or animal tissue (including, for example, epithelial, muscle, nerve, connective, tendon, bone, dermal, artificial tissue, or teeth) and/or biological fluids (including, for example, human or animal exudate, blood, or oil); or (2) complies with at least one of ISO 13485 and ISO 10993; or (3) is marketed to be both (i) used in life science diagnostics (including, for example, animal genetic testing, biofluid diagnostics), and (ii) contact a biological, analyte, or medicinal sample in such applications, other than the Rapid Field.

“Medical Grade Film(s)” means a single or multi-layer film that (1) is marketed to be in contact with human or animal tissue (including, for example, epithelial, muscle, nerve, connective, tendon, bone, dermal, artificial tissue, and teeth) and/or biological fluids (including, for example, human or animal exudate, blood, and oil); or (2) complies with at least one of ISO 13485 and ISO 10993; or (3) is marketed to be both (i) used in life science diagnostics (including, for example, GMO testing, animal genetic testing, biofluid diagnostics), and (ii) in contact with a biological, analyte, or medicinal sample in such applications, other than the Rapid Field.

“Open Field” means all fields not in the Company Field, the SpinCo Field or the Joint Field.

“Personal Information” has the meaning given to it in the Transition Services Agreement.

“Proprietary Manufacturing Technology” means all technology, including any know-how or knowledge of any employees, in actual use in the operation of the SpinCo Business or the Parent Business as of the Distribution Date to the extent related to the manufacturing of the products of the SpinCo Business or the Parent Business as of the Distribution Date or as of the Exit under Section 2.11 (Exit of Contract Manufacturing Services) of the Transition Contract Manufacturing Agreement (TCMA).

“Protected Health Information” has the meaning given to it in the Transition Services Agreement.

“Rapid Field” means any sampling, collection, detection, and/or identification of aerosols where the sampling or detecting device includes an electrostatically charged nonwoven media on which a sample is incident.

“Security Policy” means a set of documented rules administered by the Global Trade Secret Protection Program (GTSPP), which rules include special control measures that describe how to reasonably protect high-value technology such as trade secrets. All Security Policies needed for each of Company and SpinCo are found in their respective instance of GTSPP Control Center.

“SpinCo Confidential Manufacturing Information” or “SpinCo CMI” means all technology, including any know-how and trade secrets, in actual use in the manufacture of SpinCo Specialty Products.

“SpinCo Field” is listed in Appendix B.

“SpinCo Licensed Primary Trade Secrets” means all Trade Secrets scheduled on Appendix E in the form that they are in actual use in the Parent Business as of the Distribution Date or as of the effective time of Exit under Section 2.11 (Exit of Contract Manufacturing Services) of the Transition Contract Manufacturing Agreement (TCMA).

“SpinCo Licensed Other IP” means all Proprietary Manufacturing Technology in the form that they are in actual use in the Parent Business as of the Distribution Date or as of the effective time of Exit under Section 2.11 (Exit of Contract Manufacturing Services) of the Transition Contract Manufacturing Agreement (TCMA) and Intellectual Property Rights (other than SpinCo Licensed Patents, Internet Properties, Trademarks, SpinCo Licensed Primary Trade Secrets) owned or Controlled by SpinCo Licensors as of the Distribution Date, including know how and Invention Submissions.

“SpinCo Licensed Patents” means the following owned or Controlled by SpinCo Licensors as of the Distribution Date: (1) all Patents; (2) all Patents issued after the Distribution on a patent application filed prior to the Distribution Date, or claiming priority to a patent application filed prior to the Distribution Date, and (3) all patents resulting from a patent application filed within twenty-four (24) months of the Distribution Date if based on an Invention Submission submitted on or before the Distribution Date.

“SpinCo Licensors” means SpinCo and its Subsidiaries.

“SpinCo Specialty Products” means certain SpinCo BWTD Products made under a reverse MSA scheduled in Exhibit [B] of a reverse MSA.

“SpinCo Qualified Supplier” means a 3rd Party Supplier (as defined in the MSA) that meets the Criteria.

“SpinCo Qualified Purchaser” means those entities not listed in Appendix G.

“SPSD’s Hollow Fiber Membrane (SHFM)” means a generally hollow, discrete cylinder, each cylinder including a thin, porous, polymeric wall that allows certain molecules or particles to pass through it while establishing a differential gradient for other molecules or particles. The SHFM can optionally include a skin layer. The SHFM also expressly includes products made or sold by SPSD/SpinCo on or before the Distribution Date under the Liqui-Cel™ and/or SuperPhobic™ brand names that comprise a Hollow Fiber Membrane having coextrusion layers selected from either poly(methyl pentene) (PMP) coextruded on PMP or PMP coextruded on poly(propylene) (PP).

“Vehicle” means a machine that transports people or cargo and includes bicycles, motor vehicles (e.g., motorcycles, cars, trucks, RVs, buses, mobility scooters), railed vehicles (e.g., trains, trams), watercraft (e.g., ships, boats), aircraft (e.g., airplanes, helicopters, drones), and spacecraft (e.g., satellites, rockets) but does not include machines that transfer people, animals or

cargo in a health care facility including, for example, hospital beds, patient transport and support devices such as wheelchairs.

Section 1.2. Other Definitions. As used herein, the following terms have the meanings set forth in the Sections set forth below.


Term			Section

Acquired Business			Section 7.4
Acquired Party			Section 7.4
Acquiring Party			Section 7.4
Agreement			Preamble
Company			Preamble
Company Licensees			Recitals
Company Qualified Supplier			Section 5.5(b)
Hospital Pharmacy Disputes			Section 7.9
Parties			Preamble
Party			Preamble
SDA			Recitals
Separation and Distribution Agreement			Recitals
SpinCo			Preamble
SpinCo Licensees			Recitals
SpinCo Licensors			Recitals
SpinCo Qualified Suppliers			Section 5.5(a)

Section 1.3. Hierarchy. The appendices to this Agreement shall form part of this Agreement. In case of any conflicts, the front-end of this Agreement shall prevail over its appendices, unless explicitly set out otherwise in the relevant appendix with reference to the clause in the front-end from which it deviates. In the event of a conflict between the terms of the SDA and the terms of this Agreement, the terms of the SDA shall prevail, unless explicitly set out otherwise in this Agreement with reference to the clause in the SDA from which it deviates.

ARTICLE 2

LICENSE GRANTS

Section 2.1. Grants by Company Licensors. Subject to the terms and conditions of this Agreement, Company, on behalf of itself and its Subsidiaries, agrees to grant, and hereby grants, to the SpinCo Licensees:

(a) under the Company Licensed Patents and Company Licensed Other IP:

(i) an irrevocable, royalty-free, fully paid-up, exclusive (even as to Company), worldwide license in the SpinCo Field, to make, have made, have, use, sell, offer for

sale, import, or otherwise transfer products and services. This license is sublicensable and fully transferrable;

(ii) an irrevocable, royalty-free, fully paid-up, sole, worldwide license in the Joint Field, excluding the SpinCo Field and the Company Field, to make, have made, have, use, offer to sell and sell, import or otherwise transfer all products and services. This license is non-sublicensable and is non-transferrable without the consent of Company, which will not be unreasonably withheld, except as provided in Section 2.4(b); and SpinCo may assign such license upon SpinCo’s sale of all or substantially all of the assets relating to a SpinCo Business using any of Company Licensed Patents and Company Licensed Other IP, and such assignment shall be limited to the Company Licensed Patents and Company Licensed Other IP necessary for a purchaser to manufacture and sell products in the business acquired and the purchaser agrees in writing to be bound by the terms of this Agreement and any Security Policies governing the use of such Company Licensed Patents and Company Licensed Other IP, including any license limitations. Purchaser must be a Qualified Purchaser; and

(iii) an irrevocable, royalty-free, fully paid-up, non-exclusive, worldwide license in the Open Field to make, have made, have, use, sell, offer for sale, import, or otherwise transfer products and services. This license is sublicensable and fully transferrable.

Any exercise or other exploitation of the Company Licensed Patents or the Company Licensed Other IP by any of the SpinCo Licensees, or any sublicensee thereof (as applicable), outside the scope of the licenses granted herein is expressly prohibited.

(b) under the Company Licensed Primary Trade Secrets:

(subject to obligations of confidentiality and security specified in Article 5) for any and all internal uses in connection with the manufacture of any products of the SpinCo Business by SpinCo Licensees:

(i) an irrevocable, royalty-free, fully paid-up, exclusive (even as to Company), worldwide license in the SpinCo Field to make, have, use, offer to sell, sell, import or otherwise transfer all products and services;

(ii) an irrevocable, royalty-free, fully paid-up, sole, worldwide license in the Joint Field, excluding the SpinCo Field and the Company Field, to make, have, use, offer to sell, sell, import or otherwise transfer all products and services; and

(iii) an irrevocable, royalty-free, fully paid-up, non-exclusive, worldwide license in the Open Field to make, have, use, offer to sell, sell, import or otherwise transfer products and services.

All licenses of Section 2.1(b) expressly exclude any have made rights and are non-sublicensable and non-transferrable except as necessary to practice the grants of Section 2.1(c) below. SpinCo may assign such license upon SpinCo’s sale of all or substantially all of the assets relating to a SpinCo Business using any of Company Licensed Primary Trade Secrets, and such

assignment shall be limited to the Company Licensed Primary Trade Secrets necessary for a purchaser to manufacture and sell products in the business acquired and the purchaser agrees in writing to be bound by the terms of this Agreement and any Security Policies governing the use of such Licensed Primary Trade Secret, including any license limitations. Purchaser must be a Qualified Purchaser. SpinCo Licensee shall be responsible for purchaser’s breach of the Company Primary Licensed Trade Secrets. Any such breach will be subject to Section 4.3.

Any exercise or other exploitation of the Company Licensed Primary Trade Secret by any of the SpinCo Licensees, or any assignment thereof (as applicable), outside the scope of the licenses granted herein is expressly prohibited.

(i) an exclusive, royalty-free, fully paid-up worldwide license in the SpinCo Field to have, use, import, offer to sell, sell, or otherwise transfer worldwide Company Specialty Products;

(ii) an option for an exclusive, royalty-free, fully paid-up license in the SpinCo Field to make (but not have made) Company Specialty Products in the United States, Canada, Australia, the United Kingdom, or the European Union, provided, however, as a condition precedent to this grant, , SpinCo provides Company with SpinCo’s capital allocation plan with confirmation of all requisite SpinCo approvals for each specific Confidential Manufacturing Information. The term of this option is for a period of ten (10) years after the Distribution Date;

(iii) an exclusive royalty-free, fully paid-up license in the SpinCo Field to have made, by a SpinCo Qualified Supplier exclusively for SpinCo, Company Specialty Products and all the rights specified in Section 2(c)(i);

(iv) a sole, royalty-free, fully paid-up worldwide license in the Joint Field to have, use, import, offer to sell, sell, or otherwise transfer of BWTD sold to the Consumer Healthcare Channel and Animal Care;

(v) an option for a sole, royalty-free, fully paid-up license in the Joint Field to make (but not have made) Company Specialty Products for use in BWTD sold to the Consumer Healthcare Channel and Animal Care in the United States, Canada, Australia, the United Kingdom, or the European Union, provided, however, as a condition precedent to this grant, SpinCo provides Company with SpinCo’s capital allocation plan with confirmation of all requisite SpinCo approvals for each specific CMI. The term of this option is for a period of ten (10) years after the Distribution Date; and

(vi) a sole royalty-free, fully paid-up license in the Joint Field to have made, by a SpinCo Qualified Supplier exclusively for SpinCo, Company Specialty Products for use in BWTD sold to the Consumer Healthcare Channel and Animal Care and all the rights specified in Section 2(c)(iv).

Transferability. All licenses in this Section 2.1(c) are non-sublicensable. They may be assigned (upon notice to Company Licensor) upon the sale or other transfer of all or substantially all of the assets relating to a business actively using such license at the time of such sale or other transfer. Such assignments shall be limited as necessary for the purchaser to manufacture and sell products in the business acquired and the purchaser agrees in writing to be bound by the terms of this Agreement. The purchaser must be a SpinCo Qualified Purchaser.

Liability. SpinCo Licensee providing access to Company CMI to any Third Party Supplier, including SpinCo Qualified Supplier, shall be responsible for any breach of the Company CMI. Any such breach will be subject to Section 4.3.

Acceptable Substitute. Both Parties agree that despite a mutual desire to find commercially available acceptable substitutes for the Company Specialty Products, such substitutes may not be available or acceptable for a variety of reasons. As such, both Parties agree that SpinCo may elect to have a third party that meets the Criteria manufacture the Company Specialty Products. As such, for the term of this Agreement, SpinCo may identify the Company CMI needed under this Section 2.1(c) to evaluate supply of a substitute Company Specialty Product by an alternative source that meets the Criteria, and Company will provide such CMI at SpinCo’s expense. SpinCo can make a request for Company Confidential Manufacturing Information, pursuant to the procedures in Section 6.2 of the SDA (Agreement for Exchange of Information).

Sufficient Grant. Company Licensor represents that SpinCo Licensees have been granted sufficient licenses to Intellectual Property Rights (excluding Trademarks, Internet Property Rights, and Copyrights), including the Company CMI, to make or have made Company Specialty Products under this Section 2.1(c). The sole remedy on disagreements or disputes to this provision is for the Parties to confer within 15 business days and Company will correct any deficiency of the grant.

(d) Notwithstanding anything herein, (i) any product sold in the SpinCo Business prior to the Distribution Date shall be deemed licensed in the form it is sold prior to the Distribution Date under the SpinCo Field, and (ii) nothing in this Agreement will prevent or limit SpinCo from using, developing, commercially exploiting, or otherwise practicing SpinCo Licensed Patents, SpinCo Licensed Other IP and SpinCo Licensed Primary Trade Secrets within the SpinCo Field.

Section 2.2. Grants by SpinCo Licensors. Subject to the terms and conditions of this Agreement, SpinCo, on behalf of itself and its Subsidiaries, agrees to grant, and hereby grants, to the Company Licensees:

(a) under the SpinCo Licensed Patents and SpinCo Licensed Other IP:

(i) an irrevocable, royalty-free, fully paid-up, exclusive (even as to SpinCo), worldwide license in the Company Field, to make, have made, have, use, sell, offer for sale, import, or otherwise transfer products and services. This license is sublicensable and fully transferrable;

(ii) an irrevocable, royalty-free, fully paid-up, sole, worldwide license in the Joint Field, excluding the SpinCo Field and the Company Field, to make, have made, have, use, offer to sell and sell, import or otherwise transfer all products and services. This license is non-sublicensable and is non-transferrable without the consent of SpinCo, which will not be unreasonably withheld, except as provided in Section 2.4(b); and Company may assign such license upon Company’s sale of all or substantially all of the assets relating to a Parent Business using any of SpinCo Licensed Patents and SpinCo Licensed Other IP, and such assignment shall be limited to the SpinCo Licensed Patents and SpinCo Licensed Other IP necessary for a purchaser to manufacture and sell products in the business acquired and the purchaser agrees in writing to be bound by the terms of this Agreement and any Security Policies governing the use of such SpinCo Licensed Patents and SpinCo Licensed Other IP, including any license limitations. Purchaser must be a Qualified Purchaser; and

Any exercise or other exploitation of the SpinCo Licensed Patents or the SpinCo Licensed Other IP by any of the Company Licensees, or any sublicensee thereof (as applicable), outside the scope of the licenses granted herein is expressly prohibited.

(b) under the SpinCo Licensed Primary Trade Secrets:

(subject to obligations of confidentiality and security specified in Article 5) for any and all internal uses in connection with the manufacture of any products of the Parent Business by Company Licensees:

(i) an irrevocable, royalty-free, fully paid-up, exclusive (even as to SpinCo), worldwide license in the Company Field to make, have, use, offer to sell, sell, import or otherwise transfer all products and services;

(iii) an irrevocable, royalty-free, fully paid-up, non-exclusive, worldwide license in the Open Field to make, have, use, offer to sell, sell, import or otherwise transfer all products and services.

All licenses of Section 2.2(b) expressly exclude any have made rights and are non-sublicensable and nontransferable. Any such breach will be subject to Section 4.3(d) non-transferrable except as necessary to exercise the grants of Section 2.2(c) below. Company may assign such license upon Company’s sale of all or substantially all of the assets relating to the Parent Business using any of SpinCo Licensed Primary Trade Secrets, and such assignment shall be limited to such SpinCo Licensed Primary Trade Secret necessary for a purchaser to manufacture and sell products in the business acquired and the purchaser agrees in writing to be

bound by the terms of this Agreement and any Security Policies governing the use of such Licensed Primary Trade Secret, including any license limitations. Purchaser must meet be a Qualified Purchaser. Company Licensee shall be responsible for purchaser’s breach of the SpinCo Primary Licensed Trade Secrets.

Any exercise or other exploitation of the SpinCo Licensed Primary Trade Secret by any of the Company Licensees, or any assignment thereof (as applicable), outside the scope of the licenses granted herein is expressly prohibited.

(i) a sole, royalty-free, fully paid-up license in the Joint Field of BWTD for Consumer Healthcare Channel and Animal Care to have, use, import, offer to sell, sell, or otherwise transfer SpinCo Specialty Products;

(ii) an option to a sole, royalty-free, fully paid-up license in the Joint Field of BWTD for Consumer Healthcare Channel and Animal Care to make (but not have made) SpinCo Specialty Products in the United States, Canada, Australia, the United Kingdom, or the European Union and to use, import, offer to sell, and sell such SpinCo Specialty Products worldwide, provided, however, as a condition precedent to this grant, Company provides SpinCo with Company’s capital allocation plan with confirmation of all requisite Company approvals for each specific SpinCo Specialty Product. The term of this option is for a period of ten (10) years after the Distribution Date;

(iii) a sole royalty-free, fully paid-up license in the Joint Field of BWTD for Consumer Healthcare Channel and Animal Care to have made, by a Company Qualified Supplier, and to use, import, offer to sell, and sell such SpinCo Specialty Products worldwide.

Transferability. All licenses in this Section 2.2(c) are non-sublicensable. They may be assigned (upon notice to Company Licensor) upon the sale or other transfer of all or substantially all of the assets relating to a business actively using such license at the time of such sale or other transfer. Such assignments shall be limited as necessary for the purchaser to manufacture and sell products in the business acquired and the purchaser agrees in writing to be bound by the terms of this Agreement. The purchaser must be a Company Qualified Purchaser.

Liability. Company Licensee providing access to SpinCo CMI to any Third Party Supplier, including Company Qualified Supplier, shall be responsible for any breach of the SpinCo CMI. Any such breach will be subject to Section 4.3.

Acceptable Substitute. Both Parties agree that despite a mutual desire to find commercially available acceptable substitutes for the SpinCo Specialty Products, such substitutes may not be available or acceptable for a variety of reasons. As such, both Parties agree that Company may elect to have a third party that meets the Criteria manufacture the SpinCo Specialty Products. As such, for the term of this Agreement, Company may identify the SpinCo CMI needed under this Section 2.2(c) to evaluate supply of a substitute SpinCo Specialty Product by an alternative source that meets the Criteria, and SpinCo will provide such CMI at Company’s expense.

Company can make a request for SpinCo Confidential Manufacturing Information, pursuant to the procedures in Section 6.2 of the SDA (Agreement for Exchange of Information).

Steering Committee. The Parties shall form a steering committee to coordinate efforts conducted in furtherance of providing CMI as appropriate to meet a specific request. The steering committee will be made up of the following representatives and ensure alignment on the progress of the CMI Request.

Representatives:

3M Chief Intellectual Property Counsel, or designee

Appointed 3M technical lead

3M Healthcare Chief Intellectual Property Counsel, or designee

Appointed3M Healthcare Company technical lead

Sufficient Grant. SpinCo Licensor represents that Company Licensees have been granted sufficient licenses to Intellectual Property Rights (excluding Trademarks, Internet Property Rights, and Copyrights), including the SpinCo CMI, to make or have made SpinCo Specialty Products under this Section 2.2(c). The sole remedy between the Parties on disagreements or disputes to this provision is for the Parties to confer within 15 business days and correct any deficiency of the grant.

(d) Notwithstanding anything herein, (i) any product sold in the Parent Business prior to the Distribution Date shall be deemed licensed in the form it is sold prior to the Distribution Date under the Company Field, and (ii) nothing in this Agreement will prevent or limit Company from using, developing, commercially exploiting, or otherwise practicing Company Licensed Patents, Company Licensed Other IP and Company Licensed Primary Trade Secrets within the Company Field.

Section 2.3. Rights of Affiliates & Subsidiaries.

(a) All rights and licenses granted in Section 2.1 and 2.2 are granted to SpinCo and Company, respectively, and to any entity that is a Subsidiary of such Licensee, but only for so long as such entity is a Subsidiary of Licensee, and, except as set forth in this Section 2.3(a), will immediately and automatically terminate with respect to such entity as of the effective date when it ceases to be a Subsidiary of Licensee. In addition, SpinCo and Company may sublicense the rights and licenses granted in Section 2.1 and 2.2, respectively, and to any entity that is an Affiliate of such Licensee, but only for so long as such entity is an Affiliate of Licensee, and, except as set forth in this Section 2.3(a), such sublicense will immediately and automatically terminate with respect to such entity as of the effective date when it ceases to be an Affiliate of Licensee.

(b) Notwithstanding the foregoing, if such entity ceases to be a Subsidiary or Affiliate of Licensee, as applicable, including by way of a divestiture, spin-off, split-off or similar

transaction, the licenses granted in Section 2.1 and 2.2 as applicable, shall continue to apply to such entity, but only with respect to the line of business that it is engaged in at the effective time of such cessation as a Subsidiary or Affiliate of Licensee, as applicable; provided that such entity or its successor provides the applicable Licensors hereunder with written notice of its change in status as a Subsidiary or Affiliate of Licensee, as applicable, and agrees in writing to be bound by the terms of this Agreement, including any license limitations.

Section 2.4. Sublicensing; Third Party Rights.

(a) Subject to restrictions presented in Sections 2.1 and 2.2, each Licensee shall, and shall cause its sublicensees or third party manufacturer or distributor, as the case may be, to comply with all obligations in this Agreement and shall not disclose any Intellectual Property Rights of the applicable Licensors to a sublicensee, except pursuant to a written agreement containing confidentiality and non-disclosure obligations that are no less restrictive than those in this Agreement. Each Licensee shall be responsible and liable hereunder for any act or omission of a sublicensee or a Person to whom it discloses Intellectual Property Rights as if such act or omission were taken by the applicable Licensee directly. Sublicensees or third parties to whom Intellectual Property Rights is disclosed shall not be permitted to grant any further sublicenses or permit any further disclosure.

(b) The Parties acknowledge that there may be development and collaborative research agreements with third parties (“Collaboration”) in the Joint Field of Climate Technology. The Parties agree that it is reasonable to sublicense that third party in the Joint Field to advance such Collaboration. In the instance where a Party wishes to enter into a Collaboration, and will grant a sublicense for the express and limited purpose to perform the Collaboration and to allow the third party to commercialize a product incorporating the results of such Collaboration, then the Parties hereby consent (upon initial notice to the other Party) to the sole licenses granted under Sections 2.1(a)(ii) and 2.2(a)(ii) to convert to a non-exclusive license to allow for such limited sublicense.

Section 2.5. Have Made Rights. Licensees understand and acknowledge that the “make” and “have made” rights granted to them under the Company Licensed Patents or the SpinCo Licensed Patents in Section 2.1(a) or 2.2(a), as applicable, are intended to cover only such Licensees’ own products, the design of which is exclusively owned by such Licensees or their Affiliates and are not intended to cover foundry or contract manufacturing activities that such Licensees or their Affiliates may undertake on behalf of third parties, whether directly or indirectly, or the manufacture of third party products by Licensees.

Section 2.6. Sale of Licensed IP. Subject to any language in Sections 2.1 and 2.2 herein, should any Licensor sell, assign, transfer, exclusively license or otherwise dispose of its rights in or to any of the Intellectual Property Rights owned by it and licensed to the other Party hereunder, such sale, assignment, transfer, exclusive license or other disposal shall be subject to the licenses granted under this Agreement and all obligations therein.

Section 2.7. No Other Rights; Retained Ownership; Limitations. Each Party acknowledges and agrees that its rights and licenses to the other Party’s Licensed Primary Trade

Secrets, Licensed Other IP and Licensed Patents are solely as set forth in, and as may be limited by, this Agreement. Each of the Company Licensors and the SpinCo Licensors retains sole ownership of the Intellectual Property Rights owned and licensed by it in Section 2.1 and 2.2, respectively. Notwithstanding anything to the contrary set forth in this Agreement, this Agreement grants to the Licensees no right or license to any Licensed Primary Trade Secrets, Licensed Other IP and Licensed Patents that the Licensors may own or Control now or in the future, except as expressly set forth in Section 2.1 and 2.2, respectively, whether by implication, estoppel or otherwise. All rights, titles, and interests not specifically and expressly granted hereunder or otherwise in the Separation and Distribution Agreement or other Ancillary Agreement are expressly reserved, subject to the Misallocated Assets provisions in the Separation and Distribution Agreement.

Section 2.8. Enforcement of Licensed Patents; Action by Licensee. Licensee has the right to enforce its exclusive rights in the Licensed Patent Rights in any country against a third party at its expense with the right to seek and obtain damages for infringement, including, without limitation, infringement occurring prior to the licenses granted herein. Licensor shall render reasonable assistance to Licensee and, if necessary for maintenance of such action, shall join Licensee as a party in such action, all at Licensor’s expense and using Licensor’s own counsel. Licensor shall not join Licensee as a party in an enforcement action without Licensee’s prior written consent.

Section 2.9. Control. Licensor may prepare, file, prosecute, issue, maintain, abandon, disclaim, terminate, or otherwise handle Company Licensed Patents or SpinCo Licensed Patent, as applicable, at its sole discretion and own cost.

Section 2.10. Enforcement of Licensed Trade Secrets. Licensee shall cooperate with Licensor in the event of a misappropriation of a licensed Trade Secret, including the Licensed Primary Trade Secrets, and the Parties agree to render reasonable assistance to each other at their own costs and using their own counsel.

ARTICLE 3

INDEMNITIES

Section 3.1. Mutual Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its Affiliates and each of their respective past, present or future officers, directors, employees and agents and their respective successors, heirs and assignees and representatives (collectively the “Indemnified Persons”) from and against any damages, losses, liabilities or costs (other than costs allocated to be borne by the indemnified Party under the Agreement, but including reasonable legal expenses, costs of litigation and reasonable attorney’s fees) (“Damages”) incurred by the Indemnified Persons resulting from any Third Party Claim against the Indemnified Persons to the extent caused by, resulting from, or in connection with:

(a) any breach of Sections 5.1, 5.2, and 5.3 by the Indemnifying Party or any of its Affiliates or its or their respective Representatives, or

(b) any gross negligence or willful misconduct by the Indemnifying Party or any of its Affiliates in connection with the performance of its obligations under this Agreement,

Section 3.2. Indemnification by Licensee. Notwithstanding Section 3.1, each Licensee shall indemnify, defend and hold harmless the relevant Licensor’s Indemnified Persons from and against any Damages resulting from any Third Party Claim to the extent caused by, resulting from or in connection with (i) any of the Intellectual Property or Trade Secrets licensed to such Licensee pursuant to this Agreement, (ii) the transactions contemplated by this Agreement or (iii) the relevant Licensor’s actions or inactions in connection with any such licenses granted, provided, however, that such Licensee shall not be responsible for any Damages of the relevant Licensor’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the relevant Licensor’s or any of its Affiliates’ gross negligence or willful misconduct in performing its obligations under this Agreement.

(b) Each Licensee shall indemnify, defend and hold harmless the relevant Licensor’s Indemnified Persons from and against any Damages caused by, resulting from or arising out of or in connection with the use of the Intellectual Property Rights or Trade Secrets licensed under this Agreement, provided, however, that such Licensee shall not be responsible for any Damages of the relevant Licensor’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the relevant Licensor’s gross negligence or willful misconduct in performing any of its obligations pursuant to this Agreement.

Section 3.3. Procedure.

(a) Each Party shall use its commercially reasonable efforts to mitigate any Damages for which such Party seeks indemnification under this Agreement.

(b) Sections 4.5 and 4.6 of the SDA shall govern the rights and obligations of the Parties in respect of the management and conduct of any claims for indemnification under this Agreement.

ARTICLE 4

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

Section 4.1. Exclusion of Liability.

this Agreement, diminution of value or based on any type of multiple; provided, this sentence does not preclude such Damages to the extent actually owed with respect to a Third-Party Claim or caused by, resulting from, arising out of, or in connection with (i) any fraudulent acts or omissions, (ii) a breach of Sections 5.1, 5.2 and 5.3, or (iii) solely with respect to such damages incurred by Parent or any of its Affiliates, the use of the 3M Trademark by SpinCo or its Affiliates or licensees, including breach of license terms, damages to the 3M Trademark itself or the infringing use of the 3M Trademark. The limitations of this Section 4.1(a) apply regardless of whether the damages are based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal or equitable theory.

(b) Notwithstanding anything in this Agreement to the contrary, no Licensor nor any of its Affiliates shall have any liability towards the relevant Licensee or any of its Affiliates or Indemnified Persons for (a) any failure to perform the any of its obligations hereunder in accordance with this Agreement or (b) any Damages or inconveniences incurred by such Licensee or any of its Affiliates or Indemnified Persons, in each case ((a) and (b)) to the extent caused by, relating to, or arising out of or in connection with (i) such Licensee’s or any of its Affiliates’ acts, omissions, or breach of this Agreement or failure to satisfy any of its obligations under this Agreement, (ii) such Licensee’s or any of its Affiliates’ implementation, execution, use or exploitation of any of the services, products (including product liability claims) or other deliverables received by or rights (including licenses under Intellectual Property Rights or Trade Secrets) granted to such Licensee or its Affiliates under or in accordance with this Agreement, (iii) such Licensee’s or any of its Affiliates’ manner of operating or conducting its business (including the operations or systems) if operated or conducted materially differently than the manner in which such business was operated or conducted immediately prior to the Initial Distribution, (iv) any transactions contemplated by this Agreement other than the express obligations set out in this Agreement, or (v) the respective Licensor’s actions or inactions in connection with any deliverables, benefits or transactions pursuant to (i) through (iv) or that were caused by specifications or directions provided by the applicable Licensee, except, in each case, to the extent caused by the relevant Licensor’s or its Affiliate’s gross negligence or willful misconduct in performing any of its obligations pursuant to this Agreement.

Section 4.2. Limitations of Liability.

(a) Subject to Section 4.3 below, each Licensor’s and its Affiliates’ aggregate maximum liability in connection with this Agreement, the licenses granted or the transactions contemplated hereby, shall be subject to and count against the Maximum Transition Agreement Cap. Each Licensee acknowledges that the liability caps described in this Section 4.2 are fair and reasonable.

(b) Notice of any claim under this Agreement shall be in writing and made reasonably promptly after becoming aware of such claim, but in no event later than one (1) month after the date of termination or expiration of the license under the relevant Intellectual Property Right or Trade Secret giving rise to the claim and such claim must specify the Damages amount claimed and a reasonable description of the action giving rise to the claim.

(c) The limitation of liability of this Section 4.2 is independent of, and survives, any failure of the essential purpose of any limited or exclusive remedy under this Agreement.

(d) If and to the extent that a Licensor’s failure to perform its obligations under this Agreement or any breach of this Agreement is caused by the act or omission of a Third Party subcontractor used by such Licensor, the Licensor shall not be responsible, liable or otherwise considered as being in breach of this Agreement, provided that such Licensor shall use its commercially reasonable efforts to exercise and enforce its contractual rights and seek to claim any available contractual remedies in respect of the relevant act or omission of the Third Party subcontractor, and pass-on to the relevant Licensee an equitable and proportionate share of the damages or similar amounts. Alternatively, the relevant Licensor may, in its sole discretion, assign to the relevant Licensee any Damage claims that it may assert against the relevant Third Party subcontractor in relation to the Licensee’s Damage. In case the act or omission of the Third Party subcontractor that caused the Damage also caused prejudice to the relevant Licensor’s own business (or that of its Affiliates), the distribution shall be limited to a reasonable pro rata share.

Section 4.3. Unlimited Liability. The limitations of liability pursuant to Section 4.2 shall not apply to:

(a) any fraudulent, grossly negligent or willful acts or omissions by a Party;

(b) either Party’s breach of Sections 5.1, 5.2, and 5.3;

(d) a Licensor’s liability to pass-on any sums or other benefits it is able to recover from a Third Party subcontractor under Section 4.2(d); for clarity, any such recovered sums or benefits shall not count against the liability cap set out in Section 4.2(a); and

Section 4.4. DISCLAIMER OF WARRANTIES.

(a) Nothing contained in this Agreement shall be construed as:

(i) a warranty or representation by either Party as to the validity, enforceability or scope of any Intellectual Property Rights;

(ii) an agreement by either Party to maintain any Company Licensed Patents or SpinCo Licensed Patents in force;

(iii) an agreement by either Party to bring or prosecute actions or suits against any third party for misappropriation, infringement or other violation of Intellectual

Property Rights or any other right, or, except as provided in Sections 2.8 and 2.10, conferring upon either Party any right to bring or prosecute such actions or suits;

(iv) conferring upon either Party any right to use in advertising, publicity or otherwise any Trademark, trade name or names, or any contraction, abbreviation or simulations thereof, of the other Party;

(v) conferring upon either Party by implication, estoppel or otherwise, any license or other right, except the licenses and rights expressly granted hereunder; or

(vi) an obligation to provide any technical information, know-how, consultation, technical services or other assistance or deliverables to the other Party.

(b) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO LICENSOR MAKES ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED, AND EACH LICENSOR HEREBY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITH RESPECT TO (a) THE NATURE, CONDITION OR QUALITY OF ANY SERVICE OR ANY PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, RIGHT OR LICENSE, OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT OR (b) THE RESULTS THAT WILL BE OBTAINED BY USING, RECEIVING, OR APPLYING ANY SUCH SERVICE OR PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, RIGHT OR LICENSE, IN EACH CASE INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF NONINFRINGEMENT, MERCHANTABILITY, SUITABILITY, ACCURACY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. NO LICENSOR MAKES ANY WARRANTY OR CONDITION THAT ANY SERVICE OR PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, RIGHT OR LICENSE OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT COMPLIES WITH ANY LAW OR ORDER. EACH LICENSEE EXPRESSLY AFFIRMS THAT IT IS NOT RELYING ON ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, OF A LICENSOR IN ENTERING INTO THIS AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE DISCLAIMERS IN THIS SECTION 4.4(b). NOTWITHSTANDING THE FOREGOING, IN NO CIRCUMSTANCES WILL ANY LICENSEE BE ENTITLED TO SPECIFIC PERFORMANCE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH ANY BREACH OR ALLEGED BREACH HEREUNDER OR OTHER CLAIM ARISING HEREUNDER.

Section 4.5. Other Liability Terms.

ARTICLE 5

CONFIDENTIALITY

Section 5.1. Confidentiality. Subject to the transfer or disclosure contemplated herein, during the term of this Agreement and thereafter in perpetuity (subject to Section 5.3), each Party agrees on behalf of itself and its Affiliates that (a) it (and each of its Affiliates) shall treat the Trade Secrets and confidential information of the other Party with at least the same degree of care as they treat their own similar Trade Secrets and confidential information, but in no event with less than reasonable care, and (b) neither Party (nor any of its Affiliates) may use or disclose the Trade Secrets or confidential information, as applicable, licensed or disclosed to it by the other Party under this Agreement, except in accordance with its respective license granted in Article 2. Nothing herein will limit either Party’s ability to enforce its rights against any third party that misappropriates or attempts to misappropriate any Trade Secret or confidential information from it. The Parties acknowledge and agree that a Cybersecurity Incident, or unauthorized access or disclosure of Personal Information or Protected Health Information shall not be considered a breach of the confidentiality obligations in this Section 5.1.

Section 5.2. Security of Technology.

(a) Proprietary Manufacturing Technology, Licensed Primary Trade Secrets and Confidential Manufacture Information. Without limiting the generality of Section 5.1, a Licensee shall, during the term of this Agreement and thereafter in perpetuity (subject to Section 5.3): (i) limit the use of or access to the Proprietary Manufacturing Technology and Licensed Primary Trade Secrets to their employees who have a need to use or access such Proprietary Manufacturing Technology and Licensed Primary Trade Secret for the purposes of exercising the Licensees’ rights hereunder and to their authorized third party manufacturers or distributers if allowed under the license); (ii) provide appropriate training with respect to the protection of the confidentiality of the Proprietary Manufacturing Technology and Licensed Primary Trade Secret prior to allowing such use or access; (iii) limit such employees’ or third parties’ access to only the part(s) of such Proprietary Manufacturing Technology and Licensed Primary Trade Secret) that are necessary for such use or access, solely during the period such use or access is necessary for the purposes of exercising the Licensees’ rights hereunder; (iv) not otherwise disclose the Proprietary Manufacturing Technology and Licensed Primary Trade Secret or any part thereof to any third party; and (v) comply at the Licensee’s expense with any Security Policy related to a Licensed Primary Trade Secret as of the date of Distribution or as of the effective time of Exit under Section 2.11 of the TCMA.

(b) Confidential Manufacturing Information. Licensee of Confidential Manufacturing Information shall provide the Licensor with a written certification that its Qualified Supplier shall comply with the requirements of this Article 5.

Section 5.3. Exceptions. Notwithstanding anything to the contrary contained herein, each Party acknowledges and agrees that the other Party’s confidentiality and security obligations with respect to Trade Secrets, including the Licensed Primary Trade Secrets, confidential information, and Proprietary Manufacturing Technology set forth in this Agreement do not apply to any such Trade Secrets, confidential information, or Proprietary Manufacturing Technology that the recipient can demonstrate: (a) are publicly available or is otherwise in the public domain at the time of disclosure; (b) become part of the public domain after disclosure by any means other than breach of this Agreement by the recipient; (c) are obtained by the recipient, free of any obligations of confidentiality, from a third party who has a lawful right to disclose it; or (d) is independently developed by the recipient by persons not having access to, or prior knowledge of, any such Trade Secrets, confidential information, or Proprietary Manufacturing Technology.

ARTICLE 6

TERM

Section 6.1. Term and Termination. The term of this Agreement shall commence on the Distribution Date and shall continue until the expiration of the last-to-expire of the Intellectual Property Rights licensed under this Agreement, if ever; provided that (a) with respect to each Patent, the license to such Patent granted pursuant to Section 2.1 or Section 2.2 will expire upon the abandonment or expiration of the term of such Patent, (b) with respect to each Copyright, the license to such Copyright granted pursuant to Section 2.1 or Section 2.2 will expire upon the expiration of the term of such Copyright, and (c) with respect to any other Intellectual Property Rights, the licenses are perpetual.

Section 6.2. Survival. The terms and conditions of the following provisions shall survive any termination or expiration of this Agreement: Article 1, Article 2 (as set forth above in Section 6.1), 3, 4, 5, this Section 6.2, and Article 7. The termination of this Agreement will not relieve either Party of any liability under this Agreement that accrued prior to such termination.

Section 6.3. Meet and Confer. If, at or prior to the expiration or termination of this Agreement, a Party, despite having taken all reasonable and timely steps to operate independently, is unable to operate independently from the rights or services provided under this Agreement due to circumstances not caused by such Party’s action or inaction, the Parties will discuss in good faith commercially reasonable alternatives (up to and including an extension of this Agreement) to avoid a business disruption for such Party; provided, that, if such inability to operate independently results solely from such Party’s failure to obtain a Governmental Approval (having taken all reasonable and timely steps to obtain such Governmental Approval in a timely fashion), (i) the other Party will not unreasonably withhold consent to a request for an extension of this Agreement for a period of time no longer than reasonably necessary to obtain such Governmental Approval or otherwise allow the requesting Party to operate independently and (ii) the Parties will discuss in good faith the applicable terms of such extension (including price adjustments) to ensure the terms are commercially reasonable.

ARTICLE 7

MISCELLANEOUS

Section 7.1. Intellectual Property Rights under Bankruptcy Code. All rights and licenses granted under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses for rights to “intellectual property” within the scope of Section 101 of the Bankruptcy Code. The Parties agree that each Licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further agree that, in the event of the commencement of bankruptcy proceedings by or against a Licensor under the Bankruptcy Code, the Licensee shall be entitled to retain all of its Intellectual Property Rights under this Agreement. In addition, the Parties understand and agree that this Agreement shall be construed as a “supplementary” agreement pursuant to Section 365(n) of the Bankruptcy Code. Each Party irrevocably waives all arguments and defenses arising under 11 U.S.C. § 365(c)(1) or successor provisions to the effect that applicable Law excuses such Party from accepting performance from or rendering performance to an entity other than the debtor or debtor-in-possession as a basis for opposing assumption of this Agreement in a case under Chapter 11 of the Bankruptcy Code to the extent that such consent is required under 11 U.S.C. § 365(c)(1) or any successor statute.

Section 7.2. Notices. All notices and other communications among the Parties under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the national mail having been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other internationally recognized overnight delivery service or (d) when delivered by facsimile (solely if receipt is confirmed) or email (so long as the sender of such email does not receive an automatic reply from the recipient’s email server indicating that the recipient did not receive such email), addressed as follows (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.2):

If to Company, then to:

3M Chief Intellectual Property Counsel

3M Company

If, to SpinCo, then to:

Solventum Chief Intellectual Property Counsel

Solventum Corporation

Section 7.3. No Obligation. Nothing set forth herein shall restrict either Party from transferring, assigning or licensing any Intellectual Property Rights owned by it and licensed to the other Party hereunder; provided that any transfer or assignment of any Intellectual

Property Rights licensed to a Party hereunder shall be subject to the licenses granted in this Agreement.

Section 7.4. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective permitted successors and assigns. No consent shall be required for the assignment or assumption of a Party’s rights, licenses or obligations under this Agreement in whole or in relevant part, in connection with, or as a result of a Change of Control of a Party (such Party, the “Acquired Party”) or the sale or other disposition of all or substantially all of the business or assets of a Party or its Affiliates to which this Agreement relates (such business or assets, the “Acquired Business”); provided that the resulting, surviving or transferee Person or acquirer of the Acquired Business (the “Acquiring Party”) (a) assumes all of the applicable obligations of the Acquired Party by operation of Law or by express assignment, as the case may be, and (b) delivers to the other Party, prior to or concurrently with the consummation of any transaction resulting in a Change of Control, an express acknowledgement regarding the limitations on the licenses granted hereunder to the Acquired Party as a result of such Change of Control or sale or disposition.

Section 7.5. Limitations on Change of Control. In the event of a Change of Control:

(a)where Company is the Acquired Party, the license granted to the Company Licensees set forth in Section 2.2 will be transferrable to, or assumable by, the Acquiring Party in whole or in part in accordance with Section 7.4, but shall become limited and shall not extend to any product or service or business of the Acquiring Party or its Affiliates that are sold, distributed, provided or otherwise commercialized at any time, if such product, service or business was commercialized or conducted prior to the date of the consummation of such Change of Control of Company; and

(b)where SpinCo is the Acquired Party, the licenses granted to the SpinCo Licensees set forth in Section 2.1 will be transferrable to, or assumable by, the Acquiring Party in whole or in part in accordance with Section 7.4, but shall become limited and shall not extend to any product or service or business of the Acquiring Party or its Affiliates that are sold, distributed, provided or otherwise commercialized at any time, if such product, service or business was commercialized or conducted prior to the date of the consummation of such Change of Control of SpinCo.

Section 7.6. Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) of their rights under this Agreement; provided that such relief shall not include the termination or revocation of any licenses granted hereunder. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, may be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy

are waived by each of the Parties. Nothing in this Section 7.6 is intended to limit or waive the aggrieved Party’s ability to pursue any other remedy to which it is entitled.

Section 7.7. Counterparts. This Agreement may be executed in two or more counterparts (including by electronic or .pdf transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of any signature page by facsimile, electronic or .pdf transmission shall be binding to the same extent as an original signature page.

Section 7.8. Relationship of the Parties. Nothing contained herein shall be deemed to create a partnership, joint venture or similar relationship between the Parties. Neither Party is the agent, employee, joint venturer, partner, franchisee or representative of the other Party. Each Party specifically acknowledges that it does not have the authority to, and shall not, incur any obligations or responsibilities on behalf of the other Party. Notwithstanding anything to the contrary in this Agreement, each Party (and its officers, directors, agents, employees and members) shall not hold themselves out as employees, agents, representatives or franchisees of the other Party or enter into any agreements on such Party’s behalf.

Section 7.9. Dispute Resolution. With the exception of claims, disagreements or disputes related to sales of Licensed Products to Hospital Pharmacies by any of Company’s distributors or other resellers (“Hospital Pharmacy Disputes”), any claim, disagreement or dispute between the Parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement shall be resolved in accordance with Article VII of the SDA which shall apply mutatis mutandis to this Agreement. With respect to Hospital Pharmacy Disputes, the Parties agree that SpinCo’s sole remedy is to notify Company of such sales and the Parties will confer on any steps to align the distributor or other reseller to the appropriate supplier according to the licenses granted herein and as permitted under local country law.

Section 7.10. References to SDA. The following provisions of the Separation and Distribution Agreement shall apply to this Agreement, mutatis mutandis, and are hereby incorporated by reference: Section 10.2 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial), Section 10.6 (Severability), and 10.14 (Amendments), except that all references therein to (i) the “Parties” shall be deemed to refer to the Parties hereto; (ii) “this Agreement” and the “ancillary Agreements” in the SDA shall be deemed to refer to the SDA and this Agreement, respectively.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


			3M COMPANY


			By:
						Name:
						Title:


			3M INNOVATIVE PROPERTIES COMPANY


			By:
						Name:
						Title:


			3M HEALTHCARE US OPCO LLC


			By:
						Name:
						Title:


			SOLVENTUM HEALTHCARE INTELLECTUAL PROPERTIES COMPANY


			By:
						Name:
						Title:

Exhibit 10.9


Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

_____________________________________________________________________

3M TRADEMARK USE AGREEMENT

BY AND AMONG

3M COMPANY,

3M INNOVATIVE PROPERTIES COMPANY,

SOLVENTUM CORPORATION

AND

SOLVENTUM INTELLECTUAL PROPERTIES COMPANY

DATED AS OF [●], 2024

_____________________________________________________________________

TABLE OF CONTENTS


			Page


ARTICLE 1 DEFINITIONS			2
	Section 1.1	Certain Defined Terms	2
ARTICLE 2 GRANT			3
	Section 2.1	Grant from 3M to SpinCo	3
ARTICLE 3 QUALITY STANDARDS			4
	Section 3.1	Quality	4
	Section 3.2	Notice Regarding Quality	4
ARTICLE 4 USE OF 3M TRADEMARKS			5
	Section 4.1	Manner of Use	5
	Section 4.2	Restrictions on Use	5
	Section 4.3	Compliance with Law	5
	Section 4.4	Legend: No Confusion	5
	Section 4.5	Notice of Improper Use or Breach	5
	Section 4.6	Responsibility for Underlying SpinCo Web Properties and Assets	6
	Section 4.7	Responsibility for Underlying Web Properties and Assets	6
	Section 4.8	Responsibility for Web Property Progress Report	6
ARTICLE 5 RIGHTS TO 3M TRADEMARKS			6
	Section 5.1	Ownership	6
	Section 5.2	Registration and Maintenance	6
	Section 5.3	Infringement; Enforcement	7
	Section 5.4	Territories of Use	7
ARTICLE 6 FEES			7
	Section 6.1	Compensation	7
	Section 6.2	Expense Reports	7
	Section 6.3	Fee Payments	7
ARTICLE 7 INDEMNITIES			8
	Section 7.1	Mutual Indemnification	8
	Section 7.2	Indemnification by SpinCo	8
	Section 7.3	Procedure	9
ARTICLE 8 WARRANTIES; LIMITATION OF LIABILITY			9
	Section 8.1	Exclusion of Liability	9
	Section 8.2	Limitation of Liability	10
	Section 8.3	Unlimited Liability	11
	Section 8.4	DISCLAIMER OF WARRANTIES	11
	Section 8.5	Other Liability Terms	12
ARTICLE 9 TERM AND TERMINATION			12
	Section 9.1	Term	12

TABLE OF CONTENTS

(continued)


			Page


	Section 9.2	Termination	13
	Section 9.3	Effect of Termination	13
ARTICLE 10 MISCELLANEOUS			14
	Section 10.1	Notices	14
	Section 10.2	Assignment	15
	Section 10.3	Relationship of the Parties	15
	Section 10.4	Incorporation of Certain Sections of the SDA	15
	Section 10.5	Further Assurances	15
	Section 10.6	Dispute Resolution	16

APPENDICES


			Appendix A			3M Trademark
			Appendix B			Web Properties
			Appendix C			Commercial Names

iii

3M TRADEMARK USE AGREEMENT

This 3M TRADEMARK USE AGREEMENT (this “Agreement”), dated as of [●], 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 subsidiaries of SpinCo Parent.

RECITALS

WHEREAS, SpinCo and Parent are parties to that certain Separation and Distribution Agreement, dated as of [●], 2024 (the “SDA”);

WHEREAS, this Agreement is an “Ancillary Agreement” pursuant to the SDA;

WHEREAS, 3M Company and 3M IPC (collectively “3M”), and SpinCo Parent and SpinCo IPC (collectively “SpinCo”), and 3M Healthcare Germany GmbH, a German limited liability company, are parties to the Transitional Trademark Cross License Agreement, dated as of [●], 2024 (the “TTLA”), pursuant to which the Parties have agreed to cross license certain trademarks for use during a certain time;

WHEREAS, 3M owns, controls or has rights in certain jurisdictions to, in or under 3M Trademark (as defined in Section 1.1) that relate to or are used in connection with the SpinCo Business (as defined in Section 1.1);

WHEREAS, in certain jurisdictions outside of the United States of America, 3M IPC holds an exclusive license from 3M Company for use of such 3M Trademark;

WHEREAS, in order for SpinCo to make limited use of the 3M Trademark (as defined in Section 1.1) in connection with its business during the Term (as defined in Article 9) in certain jurisdictions, it is necessary to establish a right to use the 3M Trademark; and

WHEREAS, in light of the foregoing, 3M has agreed to grant rights to SpinCo to use the 3M Trademark during the Term (as defined in Section 1.1).

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Certain Defined Terms

Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the SDA. As used in this Agreement, the following terms have the following meanings:

“3M Trademark” means the 3M word mark identified in Appendix A to this Agreement.

“Change of Control” means with respect to any Person, (i) the sale of all or substantially all of the ownership interests in, or the assets of, such Person in a single transaction or a series of related transactions to one or more third parties, (ii) any direct or indirect acquisition, consolidation or merger of such Person by, with or into any third party, or (iii) any other corporate reorganization or single transaction or series of related transactions in which direct or indirect control of such Person is transferred to one or more third parties, including by transferring an excess of fifty percent (50%) of such Person’s voting power, shares or equity, through a merger, consolidation, tender offer or similar transaction to one or more third parties.

“Commercial Name” means a name under which a commercial enterprise operates to identify itself, including but not limited to, a trade name, business name, legal entity name, company name, fictitious name or d/b/a (doing business as) name.

“Damages” has the meaning set forth in Section 7.1.

“Extended Internal Use Term” has the meaning set forth in Section 9.1.

“Indemnified Persons” has the meaning set forth in Section 7.1.

“Indemnifying Party” has the meaning set forth in Section 7.1.

“Initial Internal Use Term” has the meaning set forth in Section 9.1.

“MSA” means the Master Supply Agreement, dated as of [●], 2024, to which 3M Company and SpinCo Parent are parties.

“Person” means any individual, general or limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated organization, joint

venture, firm, association or other entity or organization (whether or not a legal entity), including, for the avoidance of doubt, any Party.

“SpinCo Asset” has the meaning assigned in the SDA.

“SpinCo Business” has the meaning assigned in the SDA.

“Term” has the meaning set forth in Section 9.1.

“Trademark” means trademarks, trademark applications, trademark registrations, service mark applications, service mark registrations, Internet domain names, brand names, certification marks, trade dress, logos, slogans, trade names and corporate names, social media accounts, identifiers and handles, and all other similar indicia of source of origin, together with the goodwill associated therewith, connected thereto or symbolized thereby.

“Web Properties” means internal and external Internet and Intranet domain names, Internet and Intranet addresses, uniform resource locators, Internet Protocol addresses, websites, website addresses, email addresses, and internal company intranet sites.

ARTICLE 2

GRANT

Section 2.1 Grant from 3M to SpinCo

(a) Subject to the terms and conditions of this Agreement, 3M and 3M IPC grant to SpinCo IPC a worldwide (subject to Section 5.4), fee-based, term-limited (subject to Section 9.1), non-exclusive, non-sublicensable (except as set forth in Section 2.1(d)), and non-assignable (except as set forth in Section 10.2) right to use the 3M Trademark for (i) Web Properties and (ii) Commercial Names, as set forth below and taking into account the need to transition to SpinCo’s own branding as soon as possible during the Term. In no event shall SpinCo use any 3M Trademark standing alone or as a singular element.

(i) For external uses, meaning public-facing uses available to SpinCo’s customers and others outside of the SpinCo organization, SpinCo may use the 3M Trademark as part of a Web Property solely in association with the SpinCo Business.

(ii) For internal uses, meaning uses available only to those within the SpinCo organization and not to the public, SpinCo may use the 3M Trademark solely in connection with the SpinCo Business, provided that for all such internal uses, SpinCo will mask the 3M Trademark with a SpinCo-specific identity alias.

(iii) SpinCo may use the 3M Trademark as part of a Commercial Name that operates solely in connection with SpinCo Business, provided that such names shall not be used for any marketing, promotional, advertising, or direct sales purposes. A list of all Commercial Names that include any 3M Trademark as of the Distribution Date is attached hereto as Appendix C to this Agreement.

(b) All rights relating to the 3M Trademark not expressly granted herein are reserved to 3M. Without limiting the foregoing, (i) no use of the 3M Trademark shall be permitted except as provided in the TTLA, the MSA, and this Agreement, and (ii) no rights to any other Trademarks are granted under this Agreement.

(d) SpinCo may sublicense any or all of the rights granted to SpinCo pursuant to this Section 2.1 to SpinCo Affiliates. Any sublicenses granted to SpinCo’s Affiliates shall be and remain subject to all of the restrictions, limitations, and obligations set forth in this Agreement.

ARTICLE 3

QUALITY STANDARDS

Section 3.1 Quality

SpinCo recognizes the importance to 3M of 3M’s reputation and goodwill and to the public of maintaining high, uniformly applied standards of quality in the Web Properties and Commercial Names bearing the 3M Trademark. SpinCo undertakes and agrees to use the 3M Trademark in accordance with this Agreement. SpinCo will monitor the quality of all uses of the 3M Trademark to ensure that they meet the requirements of this Article 3 and will keep records of the results of its monitoring. SpinCo will promptly make such records available to 3M within ten (10) Business Days for inspection upon reasonable written request. SpinCo will not use the 3M Trademark on any Web Properties or Commercial Names that are not in compliance with this provision.

Section 3.2 Notice Regarding Quality

If at any time, any of SpinCo’s uses of the 3M Trademark shall, in the reasonable opinion of 3M, fail to materially conform to Section 3.1, 3M shall give SpinCo written and specific notice of such failure. SpinCo shall immediately employ commercially reasonable efforts to cure such failure. If SpinCo is unable to cure such failure in as short a period as possible, which in no instance shall exceed sixty (60) days after such notice, SpinCo shall immediately thereafter remove or obfuscate the 3M Trademark from all such non-conforming uses, and shall, as rapidly as possible, replace any such non-conforming uses with conforming uses, in each instance at its own cost, and provide written notice of such efforts to 3M. Subject to Article 9, SpinCo may resume use after written notice from 3M that all material failures previously identified have been cured. In the absence of such written notice from 3M, after sixty (60) days from SpinCo’s replacement and written notice to 3M, the replacement will be deemed to be in conformance.

ARTICLE 4

USE OF 3M TRADEMARKS

Section 4.1 Manner of Use

All uses of the 3M Trademark shall conform to the use and standards depicted in Appendix A unless prior written approval for an alternative format is obtained from 3M.

Section 4.2 Restrictions on Use

SpinCo shall not directly or indirectly use, register, or apply to register the 3M Trademark beyond the use permitted under Section 2.1(a). SpinCo shall not use the 3M Trademark in a manner that could tarnish, dilute, or be detrimental to the value of, or goodwill symbolized by, the 3M Trademark or that is reasonably likely to injure, harm or reflect unfavorably on the reputation of 3M or its Affiliates. SpinCo shall not use the 3M Trademark in a descriptive or generic manner. SpinCo shall not associate or use the 3M Trademarks with PFAS pursuant to Section 5.7(e) of the SDA.

Section 4.3 Compliance with Law

SpinCo will ensure that, in relation to the 3M Trademark, all of its business practices and operations comply with all legal and regulatory requirements in all applicable jurisdictions throughout the world and with best industry standards and practices, and do not knowingly violate any third party’s rights.

Section 4.4 Legend; No Confusion

Where reasonably practical, SpinCo shall describe the 3M Trademark in a manner to indicate clearly that it is a Trademark of 3M. SpinCo shall otherwise ensure that its use of the 3M Trademark is not likely to cause confusion, mistake or deception as to the source, affiliation, sponsorship or endorsement between SpinCo and 3M or their respective products or services. In the event of any actual confusion or mistake occurring as a result of use of the 3M Trademark, the Parties agree to cooperate reasonably to take steps to resolve the cause of confusion or mistake, and to prevent any such confusion or mistake from arising again.

Section 4.5 Notice of Improper Use or Breach

If at any time SpinCo’s use of the 3M Trademark fails to materially comply with any provision of this Agreement, 3M shall provide notice to SpinCo and SpinCo shall comply with the process as set forth in Section 3.2. In the event SpinCo fails to cure in accordance with Section 3.2, 3M may terminate this Agreement as set for in Section 9.2(d). If a SpinCo Web Property or other SpinCo Asset that uses a 3M Trademark becomes the subject of a suspected security incident or other such unauthorized use, SpinCo will notify 3M immediately and in no event not more than seventy-two (72) hours of learning of such security incident or unauthorized use.

Section 4.6 Responsibility for Underlying SpinCo Web Properties and Assets

SpinCo will remain fully responsible for any SpinCo Web Property and SpinCo Assets that use a 3M Trademark, which includes maintaining adequate cybersecurity insurance and industry standard cybersecurity measures to protect the integrity of all uses of the 3M Trademark.

Section 4.7 Responsibility for Underlying Web Properties and Assets

SpinCo agrees that any extension of the Term will not extend the term of any Transition Services under the Transition Services Agreement.

Section 4.8 Responsibility for Web Property Progress Report

SpinCo shall provide 3M with a quarterly report listing the remaining SpinCo Web Properties using the 3M Trademark.

ARTICLE 5

RIGHTS TO 3M TRADEMARKS

Section 5.1 Ownership

As between the Parties, SpinCo acknowledges the enforceability of the 3M Trademark and 3M’s sole and exclusive ownership thereof and agrees that any and all rights and goodwill that might be acquired by the use of the 3M Trademark by SpinCo shall inure to the sole benefit of 3M, who shall retain all right, title and interest associated with such 3M Trademark. Notwithstanding the foregoing, to the extent SpinCo is deemed to have acquired any ownership rights or goodwill in or to the 3M Trademark at any time, SpinCo hereby assigns such rights to 3M or its designee. SpinCo agrees to reasonably cooperate with 3M in registering and maintaining the 3M Trademark at 3M’s election and expense. SpinCo further agrees not to (a) adopt, seek to register, file or prosecute any application or other filing, in any jurisdiction, for any Trademark, design or other identifier of source owned or used in any jurisdiction as an identifier of source by 3M or its Affiliates, or confusingly similar thereto or dilutive thereof, no matter in what language or characters it may appear, (b) use or permit any third party to use the 3M Trademark in any modified form or in combination with any other mark, logo or name, in each case without 3M’s prior written consent or (c) engage in or assist with any act that challenges the validity, enforceability or ownership by 3M of the 3M Trademark, or could otherwise adversely affect the enforceability of or title to any rights of 3M in or to the 3M Trademark.

Section 5.2 Registration and Maintenance

3M has the sole right (but not the obligation) to file, prosecute until registration, maintain and renew the 3M Trademark. For clarity, any Party may, at its sole discretion, make all necessary filings to record this Agreement, and such filings shall be done at that Party’s own expense. The filing Party shall promptly notify the other Party upon filing such recordal.

Section 5.3 Infringement; Enforcement

SpinCo shall provide prompt written notice to 3M of any infringement, misappropriation or other violation of the 3M Trademark by a third party of which it becomes aware or of any claim that comes to SpinCo’s attention alleging that the 3M Trademark infringes, misappropriates or otherwise violates the rights of a third party, and provide 3M with reasonable information and assistance. SpinCo shall provide reasonable cooperation in enforcing the 3M Trademark at 3M’s request and expense and agrees to be joined as a necessary party to any action. 3M retains the sole right to defend, enforce and litigate the 3M Trademark and control any related legal proceeding and in no event may SpinCo either take any action against a third party, or make any admission, concession or settlement, with respect to the 3M Trademark.

Section 5.4 Territories of Use

Notwithstanding anything to the contrary in this Agreement, except as otherwise approved in this Agreement, the rights granted in Article 2 are solely within the territories in which such 3M Trademark was used in connection with the SpinCo Business immediately prior to the Distribution Date.

ARTICLE 6

FEES

Section 6.1 Compensation

(a) SpinCo IPC shall pay 3M Innovative Properties Company fees to reimburse for costs associated with quality monitoring, performed by or on behalf of 3M Innovative Properties Company, of SpinCo’s uses of the 3M Trademark, which fees shall not exceed [* * *] per calendar year. The fee will be pro-rated for partial calendar year.

(b) For each Extended Internal Use Term, SpinCo IPC shall pay 3M Innovative Properties Company an annual license fee of [* * *] per calendar year.

Section 6.2 Expense Reports

(a) 3M shall submit all requests for reimbursement fees under Section 6.1(a) to SpinCo no less than sixty (30) days prior to the due date of such fee payment under Section 6.3(a).

Section 6.3 Fee Payments

(a) Fees payable under this Agreement must be paid in US dollars, exclusive of sales or use tax, as directed by 3M within sixty (60) days following the end of each calendar year. In the event SpinCo fails to make a payment due under this Agreement by the due date, such failure shall constitute a material breach of this Agreement and shall be subject to the terms of Section 9.2 of this Agreement.

(b) Payments shall be made via wire transfer to the following:

Bank Name:

Bank Address:

ABA Number:

Beneficiary:

Account Number:

SWIFT Code:

Indicate “Fees for 3M Mark Use Agreement” in the reference field.

ARTICLE 7

INDEMNITIES

Section 7.1 Mutual Indemnification

Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its Affiliates and each of their respective past, present or future officers, directors, employees and agents and their respective successors, heirs and assignees and representatives (collectively the “Indemnified Persons”) from and against any damages, losses, liabilities or costs (other than costs allocated to be borne by the indemnified Party under the Agreement, but including reasonable legal expenses, costs of litigation and reasonable attorney’s fees) (“Damages”) incurred by the Indemnified Persons resulting from any Third Party Claim against the Indemnified Persons to the extent caused by, resulting from, or in connection with any gross negligence or willful misconduct by the Indemnifying Party or any of its Affiliates in connection with the performance of its obligations under this Agreement, provided, however, that the Indemnifying Party shall not be responsible for any Damages of the Indemnified Persons to the extent that such Damages are caused by, result from, or arise out of or in connection with any Indemnified Person’s gross negligence or willful misconduct.

Section 7.2 Indemnification by SpinCo

(a) Notwithstanding Section 7.1, SpinCo shall indemnify, defend and hold harmless 3M’s Indemnified Persons from and against any Damages resulting from any Third Party Claim to the extent caused by, resulting from or in connection with (i) the use or misuse of the 3M Trademark licensed to SpinCo pursuant to this Agreement, (ii) the transactions contemplated by this Agreement or (iii) 3M’s actions or inactions in connection with the license granted to the 3M Trademark, provided, however, that SpinCo shall not be responsible for any Damages of 3M’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with 3M’s or any of its Affiliates’ gross negligence or willful misconduct in performing its obligations under this Agreement.

(b) SpinCo shall indemnify, defend and hold harmless 3M’s Indemnified Persons from and against any Damages caused by, resulting from or arising out of or in connection with the use or misuse of the 3M Trademark, provided, however, that SpinCo shall not be responsible for any Damages of 3M’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with 3M’s gross negligence or willful misconduct in performing any of its obligations pursuant to this Agreement.

Section 7.3 Procedure

(a) Each Party shall use its commercially reasonable efforts to mitigate any Damages for which such Party seeks indemnification under this Agreement.

(b) Sections 4.5 and 4.6 of the SDA shall govern the rights and obligations of the Parties in respect of the management and conduct of any claims for indemnification under this Agreement.

ARTICLE 8

WARRANTIES; LIMITATION OF LIABILITY

Section 8.1 Exclusion of Liability

(a) Unless explicitly set out otherwise in this Agreement, no Party, nor any of their respective Affiliates, shall be liable in connection with this Agreement for any punitive, incidental, consequential, exemplary, special or indirect, speculative, not reasonably foreseeable or similar damages, including any loss of future revenue, profits, income, or anticipated savings, loss of business reputation, goodwill or opportunity relating to the breach or alleged breach of this Agreement, diminution of value or based on any type of multiple; provided, this sentence does not preclude such Damages to the extent actually owed with respect to a Third-Party Claim or caused by, resulting from, arising out of, or in connection with (i) any fraudulent acts or omissions, or (ii) solely with respect to such damages incurred by Parent or any of its Affiliates, the use of the 3M Trademark by SpinCo or its Affiliates or licensees, including breach of license terms, damages to the 3M Trademark itself or the infringing use of the 3M Trademark. The limitations of this Section 8.1(a) apply regardless of whether the damages are based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal or equitable theory.

(b) Notwithstanding anything in this Agreement to the contrary, neither 3M nor any of its Affiliates shall have any liability towards SpinCo or any of its Affiliates or Indemnified Persons for (a) any failure to perform any of its obligations hereunder in accordance with this Agreement or (b) any Damages or inconveniences incurred by SpinCo or any of its Affiliates or Indemnified Persons, in each case ((a) and (b)) to the extent caused by, relating to, or arising out of or in connection with (i) SpinCo’s or any of its Affiliates’ acts, omissions, or breach of this Agreement or failure to satisfy any of its obligations under this Agreement, (ii) SpinCo’s or any of its Affiliates’ implementation, execution, use or exploitation of any of the services, products (including product liability claims) or other deliverables received by or benefits (including usage rights for the 3M Trademark) granted to SpinCo or its Affiliates under

or in accordance with this Agreement, (iii) SpinCo’s or any of its Affiliates’ manner of operating or conducting SpinCo’s business (including the operations or systems) if operated or conducted materially differently than the manner in which SpinCo’s business was operated or conducted immediately prior to the Initial Distribution, (iv) any transactions contemplated by this Agreement other than the granting of the license under the 3M Trademark or 3M’s other express obligations set out in this Agreement, or (v) 3M’s actions or inactions in connection with any deliverables, benefits or transactions pursuant to (i) through (iv) or that were caused by specifications or directions provided by SpinCo, except, in each case, to the extent caused by 3M’s or its Affiliate’s gross negligence or willful misconduct in performing any of its obligations pursuant to this Agreement.

Section 8.2 Limitation of Liability

(a) Subject to Section 8.3 below, 3M’s and its Affiliates’ aggregate maximum liability in connection with this Agreement, the licenses granted hereunder or the transactions contemplated hereby, shall be subject to and count against the Maximum Transition Agreement Cap. SpinCo acknowledges that the liability caps described in this Section 8.2 are fair and reasonable.

(b) Notice of any claim under this Agreement shall be in writing and made reasonably promptly after becoming aware of such claim, but in no event later than one (1) month after the date of termination or expiration of the license grant giving rise to the claim and such claim must specify the Damages amount claimed and a reasonable description of the action (including, as applicable, the Transition Service) giving rise to the claim.

(c) The limitation of liability of this Section 8.2 is independent of, and survives, any failure of the essential purpose of any limited or exclusive remedy under this Agreement.

(d) If and to the extent that 3M’s failure to perform its obligations under this Agreement or any breach of this Agreement is caused by the act or omission of a Third Party subcontractor used by 3M for the provision of its obligations hereunder, 3M shall not be responsible, liable or otherwise considered as being in breach of this Agreement, provided that 3M shall use its commercially reasonable efforts to exercise and enforce its contractual rights and seek to claim any available contractual remedies in respect of the relevant act or omission of the Third Party subcontractor, and pass-on to SpinCo an equitable and proportionate share of the damages or similar amounts. Alternatively, 3M may, in its sole discretion, assign to SpinCo any Damage claims that it may assert against the relevant Third Party subcontractor in relation to SpinCo’s Damage. In case the act or omission of the Third Party subcontractor that caused the Damage also caused prejudice to 3M’s own business (or that of its Affiliates), the distribution shall be limited to a reasonable pro rata share.

Section 8.3 Unlimited Liability

The limitations of liability pursuant to Section 8.2 shall not apply to:

(a) any fraudulent, grossly negligent or willful acts or omissions by a Party;

(b) a Party’s indemnification obligations pursuant to Article 7, and further provided that Section 8.1(a) shall not apply to any indemnification claim by 3M pursuant to Section 7.2;

(c) 3M’s liability to pass-on any sums or other benefits it is able to recover from a Third Party subcontractor under Section 8.2(d); for clarity, any such recovered sums or benefits shall not count against the liability cap set out in Section 8.2(a); and

(d) SpinCo’s liability for Damages incurred by Parent in relation to the use of the 3M Trademark by SpinCo or its Affiliates or licensees, including breach of license terms, damages to the 3M Trademark itself or the infringing use of the 3M Trademark.

Section 8.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING, FOR THE AVOIDANCE OF DOUBT, WITH RESPECT TO THE NATURE AND QUALITY OF THE 3M TRADEMARK LICENSED HEREUNDER, 3M (ON BEHALF OF ITSELF AND ITS LICENSORS) MAKES NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITH RESPECT TO (a) THE NATURE, CONDITION OR QUALITY OF ANY SERVICE OR ANY PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR RIGHT (INCLUDING THE 3M TRADEMARK) OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT OR (b) THE RESULTS THAT WILL BE OBTAINED BY USING, RECEIVING, OR APPLYING ANY SUCH SERVICE OR PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR RIGHT (INCLUDING THE 3M TRADEMARK), IN EACH CASE INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF NONINFRINGEMENT, MERCHANTABILITY, SUITABILITY, ACCURACY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. 3M MAKES NO WARRANTY OR CONDITION THAT ANY SERVICE OR PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR RIGHT (INCLUDING THE 3M TRADEMARK) OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT COMPLIES WITH ANY LAW OR ORDER. SPINCO EXPRESSLY AFFIRMS THAT IT IS NOT RELYING ON ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, OF 3M IN ENTERING INTO THIS AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE DISCLAIMERS IN THIS SECTION 8.4. NOTWITHSTANDING THE FOREGOING, IN NO CIRCUMSTANCES WILL SPINCO BE ENTITLED TO SPECIFIC PERFORMANCE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH ANY BREACH OR ALLEGED BREACH HEREUNDER OR OTHER CLAIM ARISING HEREUNDER.

Section 8.5 Other Liability Terms

ARTICLE 9

TERM AND TERMINATION

Section 9.1 Term

This Agreement will commence on the Distribution Date and unless terminated sooner as provided herein, will remain in force for a period that shall vary for each grant of rights contained in Section 2.1(a), as set forth below (each such period, the “Term”):

(a) As applied only to the rights granted under Section 2.1(a)(i) for external use of the 3M Trademark as part of a Web Property, this Agreement will remain in force for a period of two (2) years from the Distribution Date.

(b) As applied only to the rights granted under Section 2.1(a)(ii) for internal use of the 3M Trademark as part of a Web Property, this Agreement will remain in force for a period of five (5) years from the Distribution Date (“Initial Internal Use Term”) and then may be extended by SpinCo upon sixty (60) days prior written notice to the then scheduled expiration date of the Term for additional one (1) year periods (each an “Extended Internal Use Term”) up until ten (10) years from the Distribution Date.

(c) As applied only to the rights granted under Section 2.1(a)(iii) for use of the 3M Trademark as part of an Commercial Name, this Agreement will remain in force for a period of four (4) years from the Distribution Date.

(d) If, at or prior to the expiration or termination of this Agreement, a Party, despite having taken all reasonable and timely steps to operate independently, is unable to operate independently from the rights or services provided under this Agreement due to circumstances not caused by such Party’s action or inaction, the Parties will discuss in good faith commercially reasonable alternatives (up to and including an extension of this Agreement) to avoid a business disruption for such Party; provided, that, if such inability to operate independently results solely from such Party’s failure to obtain a Governmental Approval (having taken all reasonable and timely steps to obtain such Governmental Approval in a timely fashion), (i) the other Party will not unreasonably withhold consent to a request for an extension of this Agreement for a period of time no longer than reasonably necessary to obtain such Governmental Approval or otherwise

allow the requesting Party to operate independently and (ii) the Parties will discuss in good faith the applicable terms of such extension (including price adjustments) to ensure the terms are commercially reasonable.

Section 9.2 Termination

(a) At any time, for any reason whatsoever, this Agreement may be terminated effective immediately upon the Parties’ mutual agreement.

(b) Either Party may terminate this Agreement:

(i) if the other Party materially breaches the terms of this Agreement (including the quality control provisions) and such breach is not cured within sixty (60) days after notice thereof (except to the extent that such breach is not reasonably capable of being cured, in which case the Agreement may be terminated immediately upon written notice to the other Party);

(ii) if at any time and to the extent the rights granted under this Agreement is no longer permitted under applicable Law; or

(iii) If the other Party becomes or is adjudicated insolvent, is unable to meet or has ceased paying its obligations as they generally become due, or is subject to any insolvency proceeding, or makes an assignment for the benefit of creditors or is subject to receivership, conservatorship or liquidation. Notwithstanding the foregoing, the Parties acknowledge and agree that, if a Party becomes subject to any bankruptcy or similar proceeding, that Party will take all reasonably steps necessary to ensure that all rights granted hereunder will continue subject to the terms and conditions of this Agreement.

(c) SpinCo may terminate this Agreement at its convenience if, during the Term, it (i) has ceased all use of the 3M Trademark; (ii) provides any documentation required by 3M to reasonably satisfy 3M that all such use has in fact ceased; and (iii) SpinCo is providing formal notice of termination under this Section 9.2(c) in connection with a Change of Control.

(d) Notwithstanding the foregoing, 3M may terminate this Agreement at any time automatically and without separate notice in the event that (i) SpinCo materially breaches its obligations regarding the use of the 3M Trademark, and 3M reasonably determines that such breach has done material harm to the value of the 3M Trademark or will do so in the future, and/or that such breach is not capable of cure; or (ii) 3M reasonably determines that the use of the 3M Trademark by SpinCo could be deemed to be in poor taste or unlawful and thereby materially impair or diminish the value of the 3M Trademark.

Section 9.3 Effect of Termination

(a) Except as provided by the TTLA, upon expiration or earlier termination of this Agreement, the rights granted herein shall terminate immediately, and SpinCo and its Affiliates shall refrain immediately from all further use of the 3M Trademark, except for limited

historical and archival purposes, and shall not distribute, sell or otherwise dispose of any product or service, or related materials or literature, bearing any 3M Trademark.

(b) The Parties’ rights and obligations set forth in the following Articles and Sections shall survive the expiration or earlier termination of this Agreement: Article 1 (Definitions), Article 5 (Rights to 3M Trademarks), Article 6 (Fees), Article 7 (Indemnities), Article 8 (Warranties; Limitation of Liability), Section 9.3 (Effect of Termination) and Article 10 (Miscellaneous).

ARTICLE 10

MISCELLANEOUS

Section 10.1 Notices

All notices or other communications to be delivered in connection with this Agreement shall be in writing and shall be deemed to have been properly delivered, given and received (a) on the date of delivery if delivered by hand during normal business hours of the recipient during a Business Day, otherwise on the next Business Day, or (b) on the date of receipt by the addressee if sent by a nationally recognized overnight courier or by registered or certified mail, return receipt requested, if received on a Business Day, otherwise on the next Business Day. Such notices or other communications must be sent to each respective Party at the address set forth below (or at such other address as shall be specified by a Party in a notice given in accordance with this Section 10.1):


If to 3M:						3M Company
						3M Center, Building [●]
						2501 Hudson Road
						St. Paul, MN 55144
						Attention: [TITLE OF OFFICER TO RECEIVE NOTICES]


						with a copy (which shall not constitute notice) to:

						3M Innovative Properties Company
						Office of Intellectual Property Counsel
						3M Center, Mail Stop 220-9-E-01
						2501 Hudson Road
						St. Paul, MN 55144-1000
						E-mail: AgreementNotices@mmm.com
						Attention: Chief Intellectual Property Counsel

If to SpinCo:						Solventum Corporation
						[ADDRESS OF SPINCO]
						Attention: [TITLE OF OFFICER TO RECEIVE NOTICES]


with a copy (which shall not constitute notice) to:

						Solventum Intellectual Properties Company
						[ADDRESS OF SPINCO IPC]
						Email:
						Attention: [TITLE OF OFFICER TO RECEIVE NOTICES]

Section 10.2 Assignment

Except as expressly permitted under Section 2.1, neither this Agreement nor any of the rights, interests or obligations hereunder may be directly or indirectly assigned, transferred, licensed, sublicensed, or delegated by a Change of Control, merger, sale, assignment, operation of law, or any other means, in whole or in part by either Party, whether in a single transaction or in a series of transactions, and any purported assignment, transfer, license, sublicense, or delegation in contravention of this Section 10.2 shall be null and void and of no force and effect, and will constitute grounds for termination of this Agreement and of any rights granted hereunder.

Section 10.3 Relationship of the Parties

Nothing contained in this Agreement will be deemed or construed as creating a joint venture or partnership between the Parties hereto. No Party is by virtue of this Agreement authorized as an agent, employee or legal representative of the other Party. No Party will have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors with respect to each other. No Party will have any power or authority to bind or commit the other Party. No Party will hold itself out as having any authority or relationship in contravention of this Section 10.3.

Section 10.4 Incorporation of Certain Sections of the SDA

The following provisions of the Separation and Distribution Agreement shall apply to this Agreement, mutatis mutandis, and are hereby incorporated herein by reference: Section 10.2 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial), Section 10.6 (Severability), and Section 10.14 (Amendments), except that all references therein to (i) the “Parties” shall be deemed to refer to the Parties hereto; and (ii) “this Agreement” and the “Ancillary Agreements” in Section 10.2 of the SDA shall be deemed to refer to this Agreement.

Section 10.5 Further Assurances

Each Party shall, upon the reasonable request of the other Party and at such other Party’s expense unless otherwise indicated herein, promptly execute such documents and perform such acts as may be necessary to give full effect to this Agreement and the intent of this Agreement.

Section 10.6 Dispute Resolution

Any claim, disagreement or dispute between the Parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement shall be resolved in accordance with Article VII of the SDA which shall apply mutatis mutandis to this Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


			3M COMPANY


			By:

						Name:
						Title:

[Signature Page to the 3M Mark Use Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


			3M INNOVATIVE PROPERTIES COMPANY


			By:

						Name:
						Title:

[Signature Page to the 3M Mark Use Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


			SOLVENTUM CORPORATION


			By:

						Name:
						Title:

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


			SOLVENTUM INTELLECTUAL PROPERTIES COMPANY


			By:

						Name:
						Title:

Exhibit 10.10


Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]), has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

_____________________________________________________________________

TRANSITIONAL TRADEMARK CROSS LICENSE AGREEMENT

BY AND AMONG

3M COMPANY,

3M INNOVATIVE PROPERTIES COMPANY

AND

SOLVENTUM CORPORATION,

SOLVENTUM INTELLECTUAL PROPERTIES COMPANY,

AND

3M HEALTHCARE GERMANY GMBH

DATED AS OF [●], 2024

_____________________________________________________________________

TABLE OF CONTENTS


			Page


ARTICLE 1 DEFINITIONS			2
	Section 1.1	Certain Defined Terms	2
ARTICLE 2 LICENSE GRANT			4
	Section 2.1	License Grant from 3M to SpinCo.	4
	Section 2.2	License Grant from SpinCo IPC to 3M.	5
	Section 2.3	Authorized Third Party Use	6
ARTICLE 3 QUALITY STANDARDS			6
	Section 3.1	Quality	6
	Section 3.2	Samples of Licensed Products and Notice Regarding Quality	7
	Section 3.3	Inspection of Facilities	7
ARTICLE 4 USE OF LICENSED TRADEMARKS			7
	Section 4.1	Manner of Use	7
	Section 4.2	Restrictions on Use	8
	Section 4.3	Compliance with Law	8
	Section 4.4	Legend: No Confusion	8
	Section 4.5	Notice of Improper Use	8
ARTICLE 5 RIGHTS TO LICENSED TRADEMARKS			9
	Section 5.1	Ownership	9
	Section 5.2	Registration and Maintenance	9
	Section 5.3	Infringement; Enforcement	9
	Section 5.4	Territories of Use	10
ARTICLE 6 FEES AND EXPENSES			10
	Section 6.1	Compensation and Reimbursement	10
	Section 6.2	Fee and Expenses Payment	10
	Section 6.3	Tax	11
ARTICLE 7 INDEMNITIES			11
	Section 7.1	Mutual Indemnities	11
	Section 7.2	Indemnification by Licensee	12
	Section 7.3	Procedure	12
ARTICLE 8 DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY			12
	Section 8.1	Exclusion of Liability	12
	Section 8.2	Limitation of Liability	13
	Section 8.3	Unlimited Liability	14
	Section 8.4	DISCLAIMER OF WARRANTIES	14
	Section 8.5	Other Liability Terms	15
ARTICLE 9 TERM AND TERMINATION			15
	Section 9.1	Term	15
	Section 9.2	Termination	16

TABLE OF CONTENTS

(continued)


			Page


	Section 9.3	Effect of Termination	16
	Section 9.4	Meet and Confer	17
ARTICLE 10 MISCELLANEOUS			17
	Section 10.1	Notices	17
	Section 10.2	Assignment	18
	Section 10.3	Relationship of the Parties	18
	Section 10.4	Incorporation of Certain Sections of the SDA	18
	Section 10.5	Dispute Resolution	19
	Section 10.6	Further Assurances	19

APPENDICES


			Appendix A			Licensed 3M Trademarks and Licensed Scotch Derivative Trademarks
			Appendix B			Licensed SpinCo Trademarks
			Appendix C			Combination Trademarks
			Appendix D			Co-branding Existed Prior to Distribution Date

iii

TRANSITIONAL TRADEMARK CROSS LICENSE AGREEMENT

This TRANSITIONAL TRADEMARK CROSS LICENSE AGREEMENT (this “Agreement”), dated as of [●], 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, 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 SpinCo Parent.

RECITALS

WHEREAS, SpinCo and Parent are parties to that certain Separation and Distribution Agreement, dated as of [●], 2024 (the “SDA”);

WHEREAS, this Agreement is an “Ancillary Agreement” pursuant to the SDA;

WHEREAS, 3M Company and 3M IPC (collectively “3M”) own, control or have rights in certain jurisdictions to, in or under the Licensed 3M Trademarks (as defined in Section 1.1) and the Licensed Scotch Derivative Trademarks (as defined in Section 1.1) that relate to or are used in connection with the Licensed SpinCo Products (as defined in Section 1.1);

WHEREAS, SpinCo Parent, SpinCo IPC, and SpinCo Germany (collectively “SpinCo”) own, control or have rights in certain jurisdictions to, in or under the Licensed SpinCo Trademarks (as defined in Section 1.1) that relate to or are used in connection with the Licensed 3M Products (as defined in Section 1.1);

WHEREAS, in certain jurisdictions outside of the United States of America, 3M IPC holds an exclusive license from 3M Company for use of such Licensed 3M Trademarks and Licensed Scotch Derivative Trademarks;

WHEREAS, in order for SpinCo to continue to use the Licensed 3M Trademarks and the Licensed Scotch Derivative Trademarks and for 3M to continue to use the Licensed SpinCo Trademarks in connection with their business during the Term (as defined in Article 9) in certain jurisdictions, it is necessary to establish cross licenses to the Licensed 3M Trademarks, the Licensed Scotch Derivative Trademarks, and the Licensed SpinCo Trademarks among the Parties; and

WHEREAS, in light of the foregoing, 3M has agreed to grant license rights to SpinCo, and SpinCo has agreed to grant license rights to 3M to certain trademarks to be used during the Term.

ARTICLE 1

DEFINITIONS

Section 1.1 Certain Defined Terms

Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the SDA. As used in this Agreement, the following terms have the following meanings:

“3M Family of Marks” means the 3M word mark and the 3M word and design mark.

“Brand Guidelines” means any guidelines detailing the form and manner in which the Licensed Trademarks may be used under this Agreement provided by 3M or SpinCo which may be amended by the Parties from time to time.

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by Law to be closed. Any event the scheduled occurrence of which would fall on a day that is not a Business Day will be deferred until the next succeeding Business Day. If “Business Day” is not specified, “day” shall mean a calendar day.

“Combination Trademarks” means the Trademarks listed in Appendix C or any other Trademarks that include any element of the 3M Family of Marks together with any other Trademarks exclusively used in the SpinCo Business immediately prior to the Distribution Date.

“Damages” has the meaning set forth in Section 7.1.

“Encumbrance” means any lien, pledge, mortgage, security interest or similar encumbrance.

“Indemnified Persons” has the meaning set forth in Section 7.1.

“Indemnifying Party” has the meaning set forth in Section 7.1.

“Licensee” or “Licensor” means for purposes of this Agreement, depending upon the context of use, either 3M or SpinCo.

“Licensed 3M Products” means the products sold by 3M that are same as the products sold by Consumer Business Group under Licensed SpinCo Trademarks immediately prior to the Distribution Date.

“Licensed 3M Trademarks” means the 3M Family of Marks, the Combination Trademarks, the “SCOTCHPAK” Trademarks, and the “FILTRETE” Trademarks, identified in Appendix A to this Agreement.

“Licensed Products” means for purposes of this Agreement, depending upon the context of use, either Licensed 3M Products or Licensed SpinCo Products.

“Licensed Scotch Derivative Trademarks” means the “SCOTCHBOND” Trademarks, and the “SCOTCHCAST” Trademarks, identified in Appendix A to this Agreement.

“Licensed SpinCo Products” means the products sold by SpinCo that are same as the products sold by Health Care Business Group under Licensed 3M Trademarks and Licensed Scotch Derivative Trademarks immediately prior to the Distribution Date.

“Licensed SpinCo Trademarks” means the “CLINPRO” and “ESPE” Trademarks identified in Appendix B to this Agreement.

“Licensed Trademarks” means for purposes of this Agreement, depending upon the context of use, either Licensed 3M Trademarks, Licensed Scotch Derivative Trademarks or Licensed SpinCo Trademarks.

“Marketing Collateral” means digital and printed brochures, catalogs, websites, social media content, displays, images, and other marketing material that are not specific to any Licensed Product.

“Person” means any individual, general or limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated organization, joint venture, firm, association or other entity or organization (whether or not a legal entity), including, for the avoidance of doubt, any Party.

“Product Collateral” means digital and printed brochures, catalogs, websites, social media content, displays, images, and other marketing materials that are specific to or describe any Licensed Product.

“Product Packaging” means packaging and labeling for Licensed Products, which includes containers, labels, boxes, inner and outer cartons, inserts, instructions of use, and other materials that are used directly with Licensed Products to protect and present such Licensed Products for sale and distribution.

“Term” has the meaning set forth in Article 9.

“Use on Molded Products” means the use of a 3M Family of Mark that is embossed, engraved, etched onto a Licensed SpinCo Product as it was used immediately prior to the Distribution Date.

“VAT” means value added tax chargeable (a) pursuant to the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) and any supplement or national implementing legislation thereto and (b) any similar tax imposed on the supply of goods and services, including goods and services taxes, consumption taxes and other similar taxes.

ARTICLE 2

LICENSE GRANT

Section 2.1 License Grant from 3M to SpinCo.

(a) Subject to the terms and conditions of this Agreement, 3M and 3M IPC grant to SpinCo a worldwide (subject to Section 5.4), royalty-free, non-exclusive, non-sublicensable (except as set forth in Section 2.1(d)), and non-assignable license to use the Licensed 3M Trademarks, and a worldwide (subject to Section 5.4), royalty-free (subject to Section 9.1(d)), exclusive, non-sublicensable (except as set forth in Section 2.1(d)), and non-assignable license to use the Licensed Scotch Derivative Trademarks solely in connection with the manufacturing, marketing, distribution, importation, exportation, packaging, display, promotion, delivery, performance, and sale of the Licensed SpinCo Products (excluding co-branding with any third party brand which shall be subject to 3M’s prior written approval. For clarity, (i) the use of the Licensed 3M Trademarks and the Licensed Scotch Derivative Trademarks by customers, distributors and resellers as described in Section 2.1(e) is not co-branding, and (ii) co-branding that exists prior to the Distribution Date as identified in Appendix D is exempt from this approval requirement) or in connection with the SpinCo Business (such as, but not limited to, on buildings, machinery, equipment, and other assets) and subject to Section 9.3(a), solely during the Term; provided that each such Licensed SpinCo Product must be (i) in inventory as of the Distribution Date or manufactured thereafter in accordance with Article 3, and the Brand Guidelines, and (ii) sold and advertised only in a manner substantially consistent with past practice in those jurisdictions and through those sales channels in which such Licensed SpinCo Product was sold and advertised immediately prior to the Distribution Date, taking into account the need to transition to SpinCo’s own branding as soon as possible during the Term. Failure to comply with the requirements for the Licensed SpinCo Product as set forth in this Section 2.1(a) shall constitute a material breach of this Agreement and shall be subject to the terms of Section 9.2.

(b) All rights relating to the Licensed 3M Trademarks and the Licensed Scotch Derivative Trademarks not expressly granted herein are reserved to 3M. Without limiting the foregoing, (i) no use of the Licensed 3M Trademarks or the Licensed Scotch Derivative Trademarks shall be permitted except as provided in this Agreement, (ii) no rights to any other Trademarks are granted, and (iii) no use of any Licensed 3M Trademark or any Licensed Scotch Derivative Trademarks shall be permitted on any product that is not a Licensed SpinCo Product.

(c) For the avoidance of doubt, the foregoing license grants shall be in addition to any licenses that may be granted under the other Ancillary Agreements or a separate commercial arrangement that may be entered into by the Parties.

(e) SpinCo may grant permissions (not sublicenses), subject to the restrictions, limitations, and obligations of the rights granted under this Section 2.1, to its customers, distributors, resellers to make limited use of the Licensed 3M Trademarks and the Licensed Scotch Derivative Trademarks to designate the source of the Licensed SpinCo Products in the ordinary course of business.

(f) 3M acknowledges the license to use 3M Family of Marks granted to the licensee in connection with the divestiture with code name Garden that was closed on September 1, 2022 (“Project Garden”), and the divestiture with code name Ivory that was closed on August 1, 2023 (“Project Ivory”), that are included in the definition of SpinCo Business, subject to all of the restrictions, limitations, and obligations set forth in the respective trademark transition license agreement for Project Garden and Project Ivory.

Section 2.2 License Grant from SpinCo IPC to 3M.

(a) Subject to the terms and conditions of this Agreement, SpinCo grants to 3M a worldwide (subject to Section 5.4), royalty-free, non-exclusive, non-sublicensable (except as set forth in Section 2.2(d)), and non-assignable license to use the Licensed SpinCo Trademarks solely in connection with the manufacturing, marketing, distribution, importation, exportation, packaging, display, promotion, delivery, performance, and sale of the Licensed 3M Products (excluding co-branding with any third party brand which shall be subject to SpinCo’s prior written approval. For clarity, (i) the use of the Licensed SpinCo Trademarks by customers, distributors and resellers as described in Section 2.2 (e) is not co-branding, and (ii) co-branding that exists prior to the Distribution Date as identified in Appendix D is exempt from this approval requirement) or in connection with the 3M business (such as, but not limited to, on buildings, machinery, equipment, and other assets), and subject to Section 9.3(a), solely during the Term; provided that each such Licensed 3M Product must be (i) in inventory as of the Distribution Date or manufactured thereafter in accordance with Article 3, and the Brand Guidelines, and (ii) sold and advertised only in a manner substantially consistent with past practice in those jurisdictions and through those sales channels in which such Licensed 3M

Product was sold and advertised immediately prior to the Distribution Date, taking into account the need to transition to 3M’s own branding as soon as possible during the Term. Failure to comply with the requirements for the Licensed 3M Products as set forth in this Section 2.2(a) shall constitute a material breach of this Agreement and shall be subject to the terms of Section 9.2.

(b) All rights relating to the Licensed SpinCo Trademarks not expressly granted herein are reserved to SpinCo. Without limiting the foregoing, (i) no use of the Licensed SpinCo Trademarks shall be permitted except as provided in this Agreement, (ii) no rights to any other Trademarks are granted, and (iii) no use of any Licensed SpinCo Trademark shall be permitted on product that is not a Licensed 3M Product.

(d) 3M may sublicense any or all of the rights granted to 3M pursuant to this Section 2.2 to 3M’s Affiliates. Any sublicenses granted to 3M Affiliates shall be and remain subject to all of the restrictions, limitations, and obligations set forth in this Agreement.

(e) 3M may grant permission (but not sublicenses), subject to the restrictions, limitations and obligations of the rights granted under this Section 2.2, to its customers, distributors, resellers to make limited use of the Licensed SpinCo Trademarks to designate the source of the Licensed 3M Products in the ordinary course of business.

Section 2.3 Authorized Third Party Use

With respect to any third-party use of a Licensed Trademark authorized under this Article 2, the Parties agree that Licensee shall be responsible for any use of the Licensed Trademarks by any such Persons, and any action or omission of such Persons that would constitute a breach of this Agreement if committed by Licensee shall be deemed a breach of this Agreement by Licensee.

ARTICLE 3

QUALITY STANDARDS

Section 3.1 Quality

Licensee recognizes the importance to Licensor of Licensor’s reputation and goodwill and to the public of maintaining high, uniformly applied standards of quality in the manufacture of products bearing the Licensed Trademarks. Licensee undertakes and agrees to use the Licensed Trademarks in accordance with the Brand Guidelines and this Agreement. Licensed Products that are at least of equal quality to the equivalent products marketed, distributed, sold or offered for sale by 3M or SpinCo prior to the Distribution Date shall be considered to comply with this Section 3.1. Licensee will monitor the quality of all Licensed Products to ensure that they meet the requirements of this Article 3 and will keep records of the results of its quality

testing and monitoring. Licensee will promptly make such records available to Licensor within ten (10) Business Days for inspection upon reasonable written request. Licensee will not market under the Licensed Trademarks any Licensed Products that are not in compliance with this provision.

Section 3.2 Samples of Licensed Products and Notice Regarding Quality

Upon Licensor’s reasonable request to assess Licensee’s use of Licensed Trademarks or to obtain evidence of use for maintenance of registrations for Licensed Trademarks, Licensee agrees to furnish to Licensor, at no charge, from time to time as requested by Licensor, a reasonable number of samples of Licensed Products to which it affixed the Licensed Trademarks. If at any time, any Licensed Products made or assembled by or for Licensee and bearing the Licensed Trademarks shall, in the reasonable opinion of Licensor, fail to materially conform to Section 3.1, Licensor shall give Licensee written and specific notice of such failure. Licensee shall immediately employ commercially reasonable efforts to cure such failure. If the Licensee is unable to cure such failure in as short a period as possible, which in no instance shall exceed sixty (60) days after such notice, Licensee shall immediately thereafter remove or obfuscate the Licensed Trademarks from all such non-conforming Licensed Products in its possession, and shall, as rapidly as possible, replace any such non-conforming Licensed Products held in the trade with conforming Licensed Products, in each instance at its own cost, and provide written notice of the replacement Licensed Products to Licensor. Subject to Article 9, Licensee may resume marketing and sale of such Licensed Products after written notice from Licensor that all material failures previously identified with respect to such products have been cured. In the absence of such written notice from Licensor, after sixty (60) days from Licensee’s replacement and written notice to Licensor, the replacement will be deemed to be in conformance.

Section 3.3 Inspection of Facilities

SpinCo shall permit, and shall obtain permission for, 3M at all reasonable times and on reasonable notice to inspect any facility used for the manufacture, storage, or distribution of the Licensed SpinCo Products or any records pertaining to the Licensed SpinCo Products or the 3M Family of Marks to ensure compliance with this Article 3.

ARTICLE 4

USE OF LICENSED TRADEMARKS

Section 4.1 Manner of Use

All uses of the Licensed Trademarks shall conform to any Brand Guidelines that are provided by Licensor to Licensee in writing, unless prior written approval for an alternative format is obtained from Licensor. Uses of the Licensed Trademarks on Licensed Products in a manner substantially identical to the use of such Licensed Trademarks on Licensed Products immediately prior to the Distribution Date shall be deemed to comply with this Section 4.1.

Section 4.2 Restrictions on Use

Licensee shall not use the Licensed Trademarks in a manner that could be detrimental to the value of, or goodwill symbolized by, the Licensed Trademarks or that is reasonably likely to injure, harm or reflect unfavorably on the reputation of Licensor or its Affiliates. Licensee shall not use the Licensed Trademarks in any manner that would tarnish, dilute or likely result in an Encumbrance on them in any way and shall not use the Licensed Trademarks in a descriptive or generic manner. SpinCo shall not associate or use the Licensed 3M Trademarks with PFAS pursuant to Section 5.7(e) of the SDA. Except for the use or registration of the non-3M part of the Combination Trademarks by SpinCo, in no event shall Licensee use or register (or permit the use or registration of) the Licensed Trademarks, or any Trademark confusingly similar thereto, as part of a legal entity name, trade name, domain name or any other type of name or authorize others to do so or as part of any combination of marks, sub-branding or co-branding (e.g., Licensor/Licensee, Licensee/Licensor or any other combination of Licensor and Licensee), without the express written approval of Licensor, unless otherwise permitted in the 3M Mark Use Agreement.

Section 4.3 Compliance with Law

Licensee will ensure that, in relation to Licensed Products, all of its business practices and operations, including its advertising, marketing and other materials, comply with all legal and regulatory requirements in all applicable jurisdictions throughout the world and with best industry standards and practices, and do not knowingly violate any third party’s rights.

Section 4.4 Legend: No Confusion

Licensee shall use legends, notices and markings (including the symbols TM or ®, as applicable) in connection with the Licensed Trademarks as set forth in the Licensor’s Brand Guidelines or, with respect to Licensed Products under Licensee’s control, as may be required by applicable Law or otherwise be reasonably requested by Licensor (including a legend to indicate that the Licensed Trademarks are owned by Licensor and are used under license therefrom). Where reasonably practical, Licensee shall describe the Licensed Trademarks in a manner so as to indicate clearly that they are Trademarks of Licensor and shall otherwise ensure that its use of the Licensed Trademarks is not likely to cause confusion, mistake or deception as to the source, affiliation, sponsorship or endorsement between Licensee and Licensor or their respective products or services. In the event of any actual confusion or mistake occurring as a result of use of the Licensed Trademarks, the Parties agree to cooperate reasonably to take steps to resolve the cause of confusion or mistake, and to prevent any such confusion or mistake from arising again.

Section 4.5 Notice of Improper Use

If at any time Licensee’s use of Licensed Trademarks fails to materially comply with the applicable Brand Guidelines or any other provision of this Agreement, Licensor shall provide notice to Licensee and Licensee shall conform to such usage guidelines within sixty (60) days upon receipt of such notice (except to the extent that such material non-conforming use is not

reasonably capable of being cured, in which case, Licensee shall cease all use of Licensed Trademarks in such manner).

ARTICLE 5

RIGHTS TO LICENSED TRADEMARKS

Section 5.1 Ownership

As between the Parties, Licensee acknowledges the enforceability of the Licensed Trademarks and Licensor’s sole and exclusive ownership thereof and agrees that any and all rights and goodwill that might be acquired by the use of the Licensed Trademarks by the Licensee shall inure to the sole benefit of Licensor, who shall retain all right, title and interest associated with such Licensed Trademarks. Notwithstanding the foregoing, to the extent a Licensee is deemed to have acquired any ownership rights or goodwill in or to the Licensed Trademarks at any time, Licensee hereby assigns such rights to Licensor or its designee. Licensee agrees to reasonably cooperate with Licensor in registering and maintaining the Licensed Trademarks at Licensor’s election and expense. Licensee further agrees not to (a) adopt, seek to register, file or prosecute any application or other filing, in any jurisdiction, for any Trademark, design or other identifier of source owned or used in any jurisdiction as an identifier of source by Licensor or its Affiliates, or confusingly similar thereto or dilutive thereof, no matter in what language or characters it may appear, (b) use or permit any third party to use the Licensed Trademarks in any modified form or in combination with any other mark, logo or name, in each case without the Licensor’s prior written consent or (c) engage in or assist with any act that challenges the validity, enforceability or ownership by Licensor of the Licensed Trademarks or could otherwise adversely affect the enforceability of or title to any rights of Licensor in or to the Licensed Trademarks.

Section 5.2 Registration and Maintenance

Licensor has the sole right (but not the obligation) to file, prosecute until registration, maintain and renew all Licensed Trademarks. For clarity, any Party may, at its sole discretion, make all necessary filings to record this Agreement, and such filings shall be done at that Party’s own expense. The filing Party shall promptly notify the other Party upon filing such recordal. The Parties agree that 3M will not file or prosecute any application for registration or maintain any registration of any Combination Trademarks after the Term, unless the Parties agree otherwise. At SpinCo’s request and expense during the Term or thereafter, 3M shall provide reasonable cooperation to (i) expressly abandon any pending application or registration for a Combination Trademark, (ii) provide SpinCo with a letter of consent with respect to any Combination Trademark, or (iii) enter into a coexistence agreement with SpinCo for any Combination Trademark.

Section 5.3 Infringement; Enforcement

(a) Licensee shall provide prompt written notice to Licensor of any infringement, misappropriation or other violation of the Licensed Trademarks by a third party of which it becomes aware or of any claim that comes to Licensee’s attention alleging that the Licensed

Trademarks infringe, misappropriate or otherwise violate the rights of a third party, and provide Licensor with reasonable information and assistance. Licensee shall provide reasonable cooperation in enforcing the Licensed Trademarks at Licensor’s request and expense and agrees to be joined as a necessary party to any action. Licensor retains the sole right to defend, enforce and litigate the Licensed Trademarks and control any related legal proceeding and in no event may Licensee either take any action against a third party, or make any admission, concession or settlement, with respect to the Licensed Trademarks without Licensor’s consent.

(b) Notwithstanding the foregoing, SpinCo has the right and the obligation to enforce and protect the Licensed Scotch Derivative Trademarks, including initiating a suit or other enforcement action, at its sole cost and expense, after informing 3M. SpinCo shall indemnify 3M against any and all judgments entered against 3M or any other payments 3M is required to make as a result of such suit or other enforcement action. SpinCo may not settle such suit or enter into any other agreement affecting Scotch Trademarks or other Scotch derivative Trademarks owned by 3M without 3M’s written approval.

(c) Nothing contained in this Agreement shall be construed as requiring Licensor to initiate or prosecute actions or suits against third parties for infringement, misappropriation or other violation of any of the Licensed Trademarks or defend any actions or suits brought by a third party in connection with any of the Licensed Trademarks.

Section 5.4 Territories of Use

Notwithstanding anything to the contrary in this Agreement, the licenses granted in Section 2.1 and Section 2.2 are solely within the territories in which such Licensed Trademarks were used in connection with the Licensed Products immediately prior to the Distribution Date (the “Territory”). If any use of the Licensed Trademarks by Licensee outside of the Territory results in any claim against Licensor from any third party, Licensee will indemnify Licensor against all the Damages incurred by such claim.

ARTICLE 6

FEES AND EXPENSES

Section 6.1 Compensation and Reimbursement

Solventum Corporation shall pay to 3M IPC an annual fee in amount of [* * *] for costs associated with quality monitoring, performed by or on behalf of 3M IPC, of SpinCo’s uses of the 3M Family of Marks, which includes any offset of SpinCo’s quality monitoring of 3M’s uses of the Licensed SpinCo Trademarks. The fee will be pro-rated for partial calendar year.

In addition to the annual fee of [* * *], Solventum Corporation agrees to reimburse 3M for all reasonable expenses 3M has incurred for the preparation, prosecution, filing, registration, and maintenance of the Licensed Scotch Derivative Trademarks during the Term.

Section 6.2 Fee and Expenses Payment

(a) Fees and Expenses payable under this Agreement must be paid in US dollars, exclusive of any VAT, as directed by 3M within sixty (60) days following the end of each calendar year. In the event SpinCo fails to make a payment due under this Agreement by the due date, such failure shall constitute a material breach of this Agreement and shall be subject to the terms of Section 9.2 of this Agreement.

(b) Payments shall be made via wire transfer to the following:

Bank Name:

Bank Address:

ABA Number:

Beneficiary:

Account Number:

SWIFT Code:

Indicate “Fees for Transition Trademark Cross License Agreement” in the reference field.

Section 6.3 Tax

All fees and expenses mentioned in or payable under this Agreement shall be exclusive of any VAT. Where a Party under this Agreement makes a taxable supply to the other Party and is obliged by Law or due to the exercise of an option available under applicable Law to account for VAT in respect of that supply then the recipient of that supply shall, in addition to the consideration payable for such supply, pay an amount equal to the legally or due to the option owed VAT (if any) arising in respect of such supply after receipt of a valid and proper VAT invoice in accordance with the applicable Law. No such amount of VAT is payable by the recipient of the supply to the supplier if and to the extent a Party to this Agreement makes a supply that is treated as a reverse charge apply for which the recipient is liable to account for the VAT due.

ARTICLE 7

INDEMNITIES

Section 7.1 Mutual Indemnities

Agreement, but including reasonable legal expenses, costs of litigation and reasonable attorney’s fees) (“Damages”) incurred by the Indemnified Persons resulting from any Third Party Claim against the Indemnified Persons to the extent caused by, resulting from, or in connection with any gross negligence or willful misconduct by the Indemnifying Party or any of its Affiliates in connection with the performance of its obligations under this Agreement, provided, however, that the Indemnifying Party shall not be responsible for any Damages of the Indemnified Persons to the extent that such Damages are caused by, result from, or arise out of or in connection with any Indemnified Person’s gross negligence or willful misconduct.

Section 7.2 Indemnification by Licensee

(a) Notwithstanding Section 7.1, each Licensee shall indemnify, defend and hold harmless the relevant Licensor’s Indemnified Persons from and against any Damages resulting from any Third Party Claim to the extent caused by, resulting from or in connection with (i) any of the Licensed Trademarks licensed to such Licensee pursuant to this Agreement, (ii) the transactions contemplated by this Agreement or (iii) the relevant Licensor’s actions or inactions in connection with any such licenses granted, provided, however, that such Licensee shall not be responsible for any Damages of the relevant Licensor’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the relevant Licensor’s or any of its Affiliates’ gross negligence or willful misconduct in performing its obligations under this Agreement.

(b) Each Licensee shall indemnify, defend and hold harmless the relevant Licensor’s Indemnified Persons from and against any Damages caused by, resulting from or arising out of or in connection with the use of the Licensed Trademarks licensed under this Agreement, provided, however, that such Licensee shall not be responsible for any Damages of the relevant Licensor’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the relevant Licensor’s gross negligence or willful misconduct in performing any of its obligations pursuant to this Agreement.

Section 7.3 Procedure

(a) Each Party shall use its commercially reasonable efforts to mitigate any Damages for which such Party seeks indemnification under this Agreement.

(b) Sections 4.5 and 4.6 of the SDA shall govern the rights and obligations of the Parties in respect of the management and conduct of any claims for indemnification under this Agreement.

ARTICLE 8

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

Section 8.1 Exclusion of Liability

(a) Unless explicitly set out otherwise in this Agreement, no Party, nor any of their respective Affiliates, shall be liable in connection with this Agreement for any punitive,

incidental, consequential, exemplary, special or indirect, speculative, not reasonably foreseeable or similar damages, including any loss of future revenue, profits, income, or anticipated savings, loss of business reputation, goodwill or opportunity relating to the breach or alleged breach of this Agreement, diminution of value or based on any type of multiple; provided, this sentence does not preclude such Damages to the extent actually owed with respect to a Third-Party Claim or caused by, resulting from, arising out of, or in connection with (i) any fraudulent acts or omissions, or (ii) solely with respect to such damages incurred by Parent or any of its Affiliates, the use of the 3M Family of Marks by SpinCo or its Affiliates or licensees, including breach of license terms, damages to the 3M Family of Marks itself or the infringing use of the 3M Family of Marks. The limitations of this Section 8.1(a) apply regardless of whether the damages are based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal or equitable theory.

(b) Notwithstanding anything in this Agreement to the contrary, no Licensor nor any of its Affiliates shall have any liability towards the relevant Licensee or any of its Affiliates or Indemnified Persons for (a) any failure to perform any of its obligations hereunder in accordance with this Agreement or (b) any Damages or inconveniences incurred by such Licensee or any of its Affiliates or Indemnified Persons, in each case ((a) and (b)) to the extent caused by, relating to, or arising out of or in connection with (i) such Licensee’s or any of its Affiliates’ acts, omissions, or breach of this Agreement or failure to satisfy any of its obligations under this Agreement, (ii) such Licensee’s or any of its Affiliates’ implementation, execution, use or exploitation of any of the services, products (including product liability claims) or other deliverables received by or rights (including licenses under the Licensed Trademarks) granted to such Licensee or its Affiliates under or in accordance with this Agreement, (iii) such Licensee’s or any of its Affiliates’ manner of operating or conducting its business (including the operations or systems) if operated or conducted materially differently than the manner in which such business was operated or conducted immediately prior to the Initial Distribution, (iv) any transactions contemplated by this Agreement other than the express obligations set out in this Agreement, or (v) the respective Licensor’s actions or inactions in connection with any deliverables, benefits or transactions pursuant to (i) through (iv) or that were caused by specifications or directions provided by the applicable Licensee, except, in each case, to the extent caused by the relevant Licensor’s or its Affiliate’s gross negligence or willful misconduct in performing any of its obligations pursuant to this Agreement.

Section 8.2 Limitation of Liability

(a) Subject to Section 8.3 below, each Licensor’s and its Affiliates’ aggregate maximum liability in connection with this Agreement, the licenses granted or the transactions contemplated hereby, shall be subject to and count against the Maximum Transition Agreement Cap. Each Licensee acknowledges that the liability caps described in this Section 8.2 are fair and reasonable.

claim and such claim must specify the Damages amount claimed and a reasonable description of the action giving rise to the claim.

(c) The limitation of liability of this Section 8.2 is independent of, and survives, any failure of the essential purpose of any limited or exclusive remedy under this Agreement.

Section 8.3 Unlimited Liability

The limitations of liability pursuant to Section 8.2 shall not apply to:

(a) any fraudulent, grossly negligent or willful acts or omissions by a Party;

(b) a Party’s indemnification obligations pursuant to Article 7;

(c) a Licensor’s liability to pass-on any sums or other benefits it is able to recover from a Third Party subcontractor under Section 8.2(d); for clarity, any such recovered sums or benefits shall not count against the liability cap set out in Section 8.2(a); and

(d) SpinCo’s liability for Damages incurred by Parent in relation to the use of the 3M Family of Marks by SpinCo or its Affiliates or licensees, including breach of license terms, damages to the 3M Family of Marks itself or the infringing use of the 3M Family of Marks.

Section 8.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO LICENSOR MAKES ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED, AND EACH LICENSOR HEREBY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITH RESPECT TO (a) THE NATURE, CONDITION OR QUALITY OF ANY SERVICE OR ANY PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, RIGHT OR LICENSE, OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT OR (b) THE RESULTS THAT WILL BE OBTAINED BY USING, RECEIVING, OR APPLYING ANY SUCH SERVICE OR PRODUCT, MATERIALS, COMPONENTS,

INFORMATION, DATA, RIGHT OR LICENSE, IN EACH CASE INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF VALIDITY, ENFORCEABILITY, NONINFRINGEMENT, MERCHANTABILITY, SUITABILITY, ACCURACY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. NO LICENSOR MAKES ANY WARRANTY OR CONDITION THAT ANY SERVICE OR PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, RIGHT OR LICENSE OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT COMPLIES WITH ANY LAW OR ORDER. EACH LICENSEE EXPRESSLY AFFIRMS THAT IT IS NOT RELYING ON ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, OF A LICENSOR IN ENTERING INTO THIS AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE DISCLAIMERS IN THIS SECTION 8.4. NOTWITHSTANDING THE FOREGOING, IN NO CIRCUMSTANCES WILL ANY LICENSEE BE ENTITLED TO SPECIFIC PERFORMANCE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH ANY BREACH OR ALLEGED BREACH HEREUNDER OR OTHER CLAIM ARISING HEREUNDER.

Section 8.5 Other Liability Terms

(a) With respect to any Damages arising under this Agreement, each Party agrees that it shall only seek to recover for such Damages from the other Party, and each Party hereby waives the right to seek recovery for such Damages from or equitable remedies against any other Party’s Affiliates and each of their respective past, present or future officers, directors, employees and agents and their respective successors, heirs and assignees and Representatives.

ARTICLE 9

TERM AND TERMINATION

Section 9.1 Term

This Agreement will commence on the Distribution Date and unless terminated sooner as provided herein, will remain in force for a period that shall vary as set forth below (each such period, the “Term”):

(a) For the use of the Licensed Trademarks (excluding the Licensed Scotch Derivative Trademarks) on Product Collateral and Product Packaging, this Agreement will remain in force for a period of three (3) years from the Distribution Date, unless the Licensed Product is subject to the medical regulations, for which this Agreement will remain in force for a period of four (4) years from the Distribution Date.

(b) For the Use on Molded Product, SpinCo may continue the use for four (4) years from the Distribution Date, provided that SpinCo will take all reasonable steps to transition to SpinCo’s own branding as soon as possible.

(c) For the use of the Licensed Trademarks (excluding the Licensed Scotch Derivative Trademarks) on Marketing Collateral, and for any other grant of rights contained in Section 2.1 and Section 2.2, this Agreement will remain in force for a period of two (2) years from the Distribution Date.

(d) For the use of the Licensed Scotch Derivative Trademarks, this Agreement will remain in force for a period of ten (10) years from the Distribution Date. At least one (1) year before the expiration of the Term, 3M and SpinCo will meet and confer in good faith as to an extension to the Term of the license to the Licensed Scotch Derivative Trademarks, with payment of a reasonable royalty by SpinCo.

Section 9.2 Termination

(a) At any time, for any reason whatsoever, this Agreement may be terminated effective immediately upon the Parties’ mutual agreement.

(b) Either Party may terminate this Agreement:

(i) if the other Party materially breaches the terms of this Agreement (including the quality control provisions and the trademark use provisions) and such breach is not cured within sixty (60) days after notice thereof (except to the extent that such breach is not reasonably capable of being cured, in which case the license may be terminated immediately upon written notice to the other Party);

(ii) if at any time and to the extent the license granted under this Agreement is no longer permitted under applicable Law; or

Section 9.3 Effect of Termination

(a) Upon expiration or earlier termination of this Agreement, the licenses set forth herein shall terminate immediately, and Licensee and its Affiliates shall refrain immediately from all further use of the Licensed Trademarks, except for limited historical and archival purposes, and shall not distribute, sell or otherwise dispose of any product or service, or related materials or literature, bearing any Licensed Trademarks; provided, however, that Licensee may continue to sell-off any inventory of Licensed Products in Licensee's possession that is in good and saleable condition and usable in the ordinary course of business for its intended purposes and has been manufactured and stored in compliance with this Agreement (together with the packaging materials) existing as of the effective date of expiration of this Agreement for six (6) months as from the date of expiration of this Agreement. Notwithstanding the foregoing, the sell-off shall otherwise be strictly in accordance with the terms, covenants and conditions of this Agreement as though this Agreement had not expired or terminated.

(b) The Parties’ rights and obligations set forth in the following Articles and Sections shall survive the expiration or earlier termination of this Agreement: Article 1 (Definitions), Article 5 (Rights to Licensed Trademarks), Article 6 (Fees and Expenses), Article 7 (Indemnities), Article 8 (Disclaimer of Warranties; Limitation of Liability), Section 9.2 (Effect of Termination) and Article 10 (Miscellaneous).

Section 9.4 Meet and Confer

If, at or prior to the expiration or termination of this Agreement, a Party, despite having taken all reasonable and timely steps to operate independently, is unable to operate independently from the rights or services provided under this Agreement due to circumstances not caused by such Party’s action or inaction, the Parties will discuss in good faith commercially reasonable alternatives (up to and including an extension of this Agreement) to avoid a business disruption for such Party; provided, that, if such inability to operate independently results solely from such Party’s failure to obtain a Governmental Approval (having taken all reasonable and timely steps to obtain such Governmental Approval in a timely fashion), (i) the other Party will not unreasonably withhold consent to a request for an extension of this Agreement for a period of time no longer than reasonably necessary to obtain such Governmental Approval or otherwise allow the requesting Party to operate independently and (ii) the Parties will discuss in good faith the applicable terms of such extension (including price adjustments) to ensure the terms are commercially reasonable.

ARTICLE 10

MISCELLANEOUS

Section 10.1 Notices

If to 3M: 3M Company

3M Center, Building [●]

2501 Hudson Road

St. Paul, MN 55144

Attention: [TITLE OF OFFICER TO RECEIVE NOTICES]

with a copy (which shall not constitute notice) to:

3M Innovative Properties Company

Office of Intellectual Property Counsel

3M Center, Mail Stop 220-9-E-01

2501 Hudson Road

St. Paul, MN 55144-1000

E-mail: AgreementNotices@mmm.com

Attention: Chief Intellectual Property Counsel

If to SpinCo: Solventum Corporation

[ADDRESS OF SPINCO]

Attention: [TITLE OF OFFICER TO RECEIVE NOTICES]

with a copy (which shall not constitute notice) to:

Solventum Intellectual Properties Company

[ADDRESS OF SPINCO IPC]

Email:

Attention: Chief Intellectual Property Counsel

Section 10.2 Assignment

Neither this Agreement nor any of the rights, interests or obligations hereunder may be directly or indirectly assigned, transferred, licensed, sublicensed, or delegated by merger, sale, assignment, operation of law, or any other means, in whole or in part by either Party, whether in a single transaction or in a series of transactions, and any purported assignment, transfer, license, sublicense or delegation in contravention of this Section 10.2 shall be null and void and of no force and effect, and will constitute grounds for termination of this Agreement and of any rights granted hereunder. Notwithstanding the foregoing, SpinCo may assign or sublicense the SCOTCHBOND and SCOTCHCAST Trademarks with 3M's prior written consent.

Section 10.3 Relationship of the Parties

Section 10.4 Incorporation of Certain Sections of the SDA

The following provisions of the Separation and Distribution Agreement shall apply to this Agreement, mutatis mutandis, and are hereby incorporated herein by reference: Section 10.2 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial), Section 10.6 (Severability), and 10.14 (Amendments) except that all references therein to (i) the “Parties” shall be deemed to refer to the Parties hereto; (ii) “this Agreement” and the “Ancillary Agreements” in SDA shall be deemed to refer to the SDA and this Agreement, respectively.

Section 10.5 Dispute Resolution

Section 10.6 Further Assurances

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


			3M COMPANY


			By:

						Name:
						Title:

[Signature Page to the Transitional Trademark License Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


			3M INNOVATIVE PROPERTIES COMPANY


			By:

						Name:
						Title:

[Signature Page to the Transitional Trademark License Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


			SOLVENTUM CORPORATION


			By:

						Name:
						Title:

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


			3M HEALTHCARE GERMANY GMBH


			By:

						Name:
						Title:

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


			SOLVENTUM INTELLECTUAL PROPERTIES COMPANY


			By:

						Name:
						Title:

Exhibit 10.11

MASTER SUPPLY AGREEMENT

BY AND BETWEEN

[SUPPLIER ENTITY]

AND

[PURCHASER NAME]

DATED AS OF

[●], 2024


Article 1 Definitions		5
Section 1.2.	Certain Defined Terms.	5
Section 1.3.	Other Defined Terms	8
Section 1.4.	Hierarchy.	8
Article 2 General		9
Section 2.1.	Affiliate Sub-Agreement.	9
Section 2.2.	Compliance with Law and Other Requirements.	9
Section 2.3.	Performance Contacts.	9
Article 3 Supply of Product		10
Section 3.1.	Supply of Product.	10
Section 3.2.	Product Specifications.	10
Section 3.3.	Product Change Management.	10
Section 3.4.	Product Discontinuation.	10
Section 3.5.	Priority.	11
Section 3.6.	Inventory.	11
Section 3.7.	Covenant; Exclusivity.	12
Section 3.8.	Packaging.	13
Section 3.9.	Product Representations.	13
Article 4 Term		13
Section 4.1.	Term; Extension.	13
Section 4.2.	Termination.	14
Section 4.3.	Effect of Termination.	15
Section 4.4.	Survival.	15
Article 5 Forecasts; Order Process; Order Terms and Conditions		16
Section 5.1.	Forecast.	16
Section 5.2.	Order Process.	16
Section 5.3.	Order Changes; Cancellations.	16
Article 6 Payment		17
Section 6.1.	Product Prices.	17
Section 6.2.	Adjustment of Prices.	17
Section 6.3.	Payment.	17
Section 6.4.	Invoicing.	18
Section 6.5.	Bank Instructions.	18
Article 7 Delivery and Acceptance		18
Section 7.1.	Delivery Dates.	18
Section 7.2.	Risk/Cost of Shipping.	18
Section 7.3.	Acceptance.	18
Section 7.4.	Returns; Overages/Shortages; Recalls/Customer Complaints; Non-Conforming Product	18
Section 7.5.	Inspection and Testing; Product Holds and Release.	19
Section 7.6.	Shipping Materials.	20
Article 8 Purchaser Material/Equipment; IP; Marks		20
Section 8.1.	Purchaser Material/Equipment.	20
Section 8.2.	License by Purchaser.	20
Section 8.3.	Use of Marks.	20
Article 9 Representations and warranties		21

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Section 9.1.	Product Use.	21
Section 9.2.	Warranty and Limitations.	21
Section 9.3.	Limited Remedy.	21
Article 10 Indemnities		21
Section 10.1.	Mutual Indemnification.	21
Section 10.2.	Indemnification by Purchaser.	22
Section 10.3.	Indemnification by Supplier.	22
Section 10.4.	Procedure.	22
Article 11 Limitation of Liability; Disclaimer of Warranties		22
Section 11.1.	Exclusions of Liability.	22
Section 11.2.	Limitations of Liability.	23
Section 11.3.	Unlimited Liability.	24
Section 11.4.	Disclaimer of Warranties and Acknowledgment.	24
Section 11.5.	Other Liability Terms.	25
Article 12 Insurance		25
Section 12.1.	Minimum Insurance Requirements.	25
Section 12.2.	Additional Requirements.	26
Article 13 Dispute resolution		26
Section 13.1.	Dispute Resolution.	26
Article 14 Confidentiality		26
Section 14.1.	Confidentiality Obligations.	26
Section 14.2.	Access to Information Technology Systems and Data.	27
Section 14.3.	Business Contact Information.	27
Article 15 Force Majeure		27
Section 15.1.	Force Majeure.	27
Section 15.2.	Cooperation.	27
Section 15.3.	Modification/Termination.	28
Article 16 Trade Compliance		28
Section 16.1.	Trade Compliance Rules.	28
Article 17 Notices		30
Article 18 Miscellaneous		31
Section 18.1.	Fees and Expenses.	31
Section 18.2.	Transfer.	32
Section 18.3.	Independent Contractor.	32
Section 18.4.	Federal Debarment.	32
Section 18.5.	Integration.	32
Section 18.6.	Amendment and Precedence.	32
Section 18.7.	Further References to SDA.	33

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MASTER SUPPLY AGREEMENT

[Note to Draft: There will be one Master Supply Agreement executed in each direction – with ParentCo as Supplier and SpinCo as Purchaser and vice versa.]

This MASTER SUPPLY AGREEMENT (this “Agreement”), dated as of [●], 2024 (the “Effective Date”), is entered into by and between [SUPPLIER], a [●] [corporation] (“Supplier”), and [PURCHASER], a [●] [corporation] (“Purchaser” and, together with Supplier, the “Parties” and each, individually, a “Party”).

RECITALS

WHEREAS, Supplier and Purchaser are parties to that certain Separation and Distribution Agreement, dated as of [●], 2024 (the “SDA”);

WHEREAS, this Agreement is an “Ancillary Agreement” pursuant to the SDA;

ARTICLE 1

DEFINITIONS

Section 1.2. Certain Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the SDA. As used in this Agreement, the following terms shall have the following meanings:

“Cybersecurity Incident” has the meaning set forth in the Transition Services Agreement.

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“Dispute” means any claim or dispute between the Parties arising out of, or relating to, a Product or this Agreement.

“Portfolio Action” means the sale or disposition by either Party of any assets or entities or lines of businesses of such Party including by way of merger, business combination, or similar transaction.

“Engineering Change” means a change in any of the following (as determined by Purchaser in its discretion, even if the Specifications are not changed) that could impact the regulatory status or the fit, form, or function of the material provided: Product formulation, raw materials (including source of supply), manufacturing methodology, or manufacturing location.

“Forecast” means Purchaser’s documented estimate by month or other relevant time period for its anticipated purchases of a Product.

“IP Cross-License Agreement” means the Intellectual Property Cross-License Agreement entered into by the Parties on or around the date of this Agreement.

“Information Technology Systems” has the meaning set forth in the Transition Services Agreement.

“Order” or “Purchase Order” means a purchase order issued by Purchaser to purchase Product.

“Outside Date” means 12 years following the Effective Date for Regulated Products and 10 years following the Effective Date for any other Products.

“Personal Information” has the meaning set forth in the Transition Services Agreement.

“Product” means the product(s) specified in Appendix A or, with respect to a Sub-Agreement, as specified in such Sub-Agreement.

“Protected Health Information” has the meaning set forth in the Transition Services Agreement.

“Purchaser Confidential Information” means any non-public business, technical or other information in any form or medium of Purchaser, any of its Affiliates or any of its or their respective representatives, including any information relating to Purchaser’s or any of its Affiliates’ business practices, processes and systems (including those related to supply chain, sourcing, manufacturing, finance, human resources and information technology), product plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development, trade secrets or know-how, if, in any such case, such information (i) is designated by Purchaser as “confidential” or “proprietary” or “restricted” or (ii) would, under the circumstances taken as a whole, reasonably be understood to be confidential.

“Purchaser Equipment” means any tooling or other equipment Purchaser provides to Supplier or for which Purchaser reimburses Supplier.

“Purchaser Facilities” means Purchaser’s facilities, offices, plants, and buildings.

“Purchaser Material” means all materials furnished by Purchaser to Supplier in connection with this Agreement.

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“Purchaser Systems” means Purchaser’s digital device network, data storage systems, and data processing systems, including Purchaser’s Information Technology Systems.

“Recall” means (a) any recall, withdrawal, stop sale, or other corrective action, quality control action, or retrofit of Product; (b) any regulatory action involving Product or any of its components; or (c) having to provide a safety notice for all or part of any Product.

“Regulated Product” has the meaning set forth in Section 4.1(d)(ii).

“Specifications” means any packaging, Product, or service standards, specifications, and other requirements, set forth in a Sub-Agreement or a quality agreement, or agreed to by the Parties at the time of any Order or otherwise approved in writing by Purchaser.

“Sub-Agreement” means a written document that: (a) concerns the subject matter of this Agreement; (b) self-identifies to this Agreement; (c) allows purchases by a specific Purchaser Affiliate, business, or division; and (d) is signed by an authorized representative of each Party.

“Supplier Personnel” means any personnel assigned or engaged by Supplier to perform Supplier’s obligations under this Agreement including employees and agents of Supplier, a Supplier Affiliate, or a Purchaser-approved subcontractor.

“Term” means the period commencing on the Effective Date and ending on the date this Agreement terminates or expires under Article 4.

“Termination” means any termination of this Agreement under Section 4.2.

“Transition Period” means, with respect to a Product for which a Notice of Third-Party Supplier has been issued, the period needed (i) if applicable, to seek and obtain new or additional Governmental Approvals or regulatory requalification of manufacturing equipment, processes or materials and (ii) for the Third-Party Supplier to scale production of the applicable Product(s) to meet Purchaser’s Forecast, but no event longer than the applicable long-stop dates set out in Section 4.1(d). For the avoidance of doubt, with respect to any Product, the Transition Period shall not extend beyond the date where Purchaser has an alternative source of supply or an acceptable alternative to such Product at production scale to meet Purchaser’s Forecast (i.e., Supplier will not be required to be a second source of supply).

“Transition Services Agreement” or “TSA” means the Transition Services Agreement entered into between Supplier and Purchaser on or around the date of this Agreement.

“Third-Party Supplier” means, for any Product, a Third Party source of supply or manufacturer of such Product (or an acceptable substitute or equivalent to such Product).

“Validated Production Samples” means, for any Product subject to a Notice of Third-Party Supplier, product samples that (i) meet the applicable Product Specifications, (ii) are manufactured by the Third-Party Supplier on production lines and (iii) are validated against the Purchaser’s applicable process qualification standard (i.e., Installation Qualification (IQ): equipment and infrastructure installed correctly and in accordance with the intended design and specifications; Operational Qualification (OQ): process operates within its specified parameters

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and meets the predefined operational requirements; and Performance Qualification (PQ): process consistently produces products that meet the required quality standards.)

Section 1.3. Other Defined Terms

Term Section

3rd Party Supplier........................................................................................................Section 4.1(b)

Agreement.....................................................................................................Introductory paragraph

BCI.................................................................................................................................Section 14.3

Buyer...........................................................................................................................Section 3.7(b)

Cross-Border Shipment....................................................................................................Section 7.2

Damages.........................................................................................................................Section 10.1

Domestic Shipment..........................................................................................................Section 7.2

Effective Date...............................................................................................Introductory paragraph

Exclusive Products......................................................................................................Section 3.7(c)

Indemnified Persons.......................................................................................................Section 10.1

Indemnifying Party........................................................................................................Section 10.1

Initial Term..................................................................................................................Section 4.1(a)

Non-Performing Party....................................................................................................Section 15.1

Parties............................................................................................................Introductory paragraph

Party..............................................................................................................Introductory paragraph

PFAS...........................................................................................................................Section 3.4(b)

PFAS Products............................................................................................................Section 3.4(b)

Product Price....................................................................................................................Section 6.1

Purchaser Exclusive Customers..................................................................................Section 3.7(c)

SA Contact...................................................................................................................Section 2.3(a)

SA Sub-Committee.....................................................................................................Section 2.3(b)

Semi-Finished Products...............................................................................................Section 3.7(a)

SDA.......................................................................................................................................Recitals

Supplier.........................................................................................................Introductory paragraph

Supplier Exclusive Customers.....................................................................................Section 3.7(c)

Trade Compliance Rules................................................................................................Section 16.1

Trademarks.....................................................................................................................Appendix F

ARTICLE 2

GENERAL

Section 2.1. Affiliate Sub-Agreement. If required under applicable Law or for accounting, operational, tax or regulatory reasons, the Parties or any of their Affiliates may agree

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to prepare and execute (or procure the execution of) local Sub-Agreements between the Parties’ local Affiliates in the relevant countries which shall be based on and reflect the terms and conditions of this Agreement to the greatest extent possible and only deviate from the terms and conditions in this Agreement to the extent required under applicable local Law in such countries or to address the accounting, operational, tax or regulatory issues. Prior to entering into any such Sub-Agreements, the Parties shall discuss and, acting reasonably and in good faith, agree on such changes to such terms and conditions which are required by applicable Law or are necessary in order to address or mitigate any applicable legal, financial, accounting, operational, tax or regulatory issues specific to such countries reasonably raised by either Party. Each Party shall procure that its respective Subsidiaries comply with their respective obligations under the relevant Sub-Agreement and the Parties shall not be liable under any Sub-Agreement unless they are also a party to such Sub-Agreement.

Section 2.2. Compliance with Law and Other Requirements. Each Party affirms that it has in place a business conduct and compliance program that includes policies, standards, procedures, and training concerning legal and regulatory compliance, including anti-bribery Laws. In performance of this Agreement and in the making and selling of Product, each Party will comply with its applicable program in this regard. Under no circumstances will either Party in performing this Agreement offer or make any payment or give anything of value to another person or entity where such payment or thing would violate an applicable anti-bribery Law or regulation. Should either Party discover information indicating a failure to comply with this Section 2.2, it will provide reasonable notice to the other Party, and if reasonably necessary, cooperate in providing applicable records for inspection or access to representatives to assess compliance with this Agreement.

Section 2.3. Performance Contacts.

(a) Each Party will designate an individual to act as its primary point of operational contact for the administration and operation of this Agreement as soon as reasonably practicable after the Effective Date and inform the respective other Party accordingly (each, an “SA Contact”). The SA Contacts have overall responsibility for coordinating performance of this Agreement and managing day-to-day interactions between the Parties, including making available to the other Party the necessary information and support reasonably required for the continued manufacture and supply of Products hereunder. The SA Contacts will meet or confer as appropriate to promote open and efficient communication between the Parties regarding effective and coordinated performance of this Agreement and resolution of questions and issues related to Products. The SA Contacts will also meet on a quarterly basis, or at such other frequency as they may agree to, to review the overall supply relationship, review designated key performance indicators or other relevant metrics, and address material issues that may arise in the Purchaser/Supplier relationship. A Party may change its SA Contact at any time with notice to the other Party.

(b) The Parties agree that the Transition Committee shall, during its first meeting, establish a Supply Agreement subcommittee to provide oversight for the administration of this Agreement in accordance with Section 2.16 of the SDA (the “SA Sub-Committee”) and determine the procedures and composition for the SA Sub-Committee to manage all

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responsibilities delegated to it by the Transition Committee. The Parties shall set out the procedures and composition of the SA Sub-Committee determined by the Transition Committee on a schedule to the SDA.

ARTICLE 3

SUPPLY OF PRODUCT

Section 3.1. Supply of Product. Supplier will sell Products to Purchaser under the terms of this Agreement. Unless stated otherwise in a Sub-Agreement, this Agreement is not a requirements contract, outputs contract, or an exclusive dealing contract. Supplier will manufacture and supply Product to Purchaser, in compliance with this Agreement, upon acceptance of an Order. If Supplier anticipates any difficulty in supplying Product, Supplier will notify Purchaser promptly and initiate discussions on how to resolve the issue. Supplier will maintain and implement disaster recovery plan adequate to minimize any business disruptions. Purchaser may review Supplier’s disaster recovery plan upon request.

Section 3.2. Product Specifications. Supplier will manufacture each Product in accordance with its applicable Specification. Specifications may be attached hereto (or, as applicable, the relevant Sub-Agreement) as part of Appendix A (Products) or using such other system(s), database(s), and/or document(s) as the Parties’ may agree to confirm applicable Specifications. Where a written Specification does not exist, either Party may initiate discussions on creating such documentation and including under this Agreement. Where no documented Specification exists, then references to the Specification as set forth herein will mean that the Product meets the manufacturing performance, product composition, and release standards customarily used by Supplier for that Product immediately prior to the Effective Date.

Section 3.3. Product Change Management. Either Party may request changes to the Products, Specifications, Engineering Changes, and other details of the supply arrangement created hereunder. Change requests will be made by and coordinated through the SA Contacts. The SA Contacts will coordinate the review and discussion of all change requests. All changes will be by mutual agreement, which in the case of changes to Product pricing, Specifications, or the addition or deletion of Products from Appendix A (Products) should be confirmed in writing prior to updating the relevant system(s), database(s), document(s) and/or Appendices. Material changes to the terms of this Agreement and any Sub-Agreement will be completed through a signed amendment or other signed document. Where agreement on a change request cannot be reached in a reasonable amount of time, the change request will be escalated to the SA Sub-Committee.

Section 3.4. Product Discontinuation.

(a) Except as set forth in Section 3.4(b), Supplier’s right to discontinue a Product is limited to an event of Force Majeure (subject to Section 15.1) or situations where Supplier is taking such action to comply with applicable Law, including, actual or anticipated enforcement actions, legal or regulatory concerns from agencies or other governmental authorities, permits or other operating approvals that may impact production, or liabilities relating to operations. Supplier will give one year advance prior notice of discontinuation where the circumstances permit such a time period, otherwise Supplier will give advance notice as is practicable under the

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circumstances. For any Product discontinuation the SA Contacts will determine whether additional Product capacity exists beyond the relevant Forecast and/or historical purchase quantities and agree upon and document any final purchase quantities and timing. Where any Product discontinuation occurs under this Section 3.4(a) and agreement on final purchase quantities cannot be reached in a reasonable amount of time, the matter will be escalated to the SA Sub-Committee.

(b) Supplier is planning to exit the manufacture and supply of Products consisting of, containing, or manufactured with the aid of, per- and polyfluoroalkyl substances (“PFAS” and such Products the “PFAS Products”). Purchaser is fully aware of this exit. Within thirty (30) days of the Effective Date the Parties will meet to discuss a final purchase schedule of such PFAS Product to allow Purchaser to build a reasonable inventory of such PFAS Product (not to exceed the quantity of such PFAS Product identified on Appendix B (PFAS Product Forecast), which will be considered binding on both Parties and Orders will be placed accordingly unless the parties mutually agree to deviate). The SA Contacts will confer on the availability of the PFAS Product, review the status of open Orders that may be accepted and filled, and determine whether Supplier is able to manufacture the volumes specified on Appendix B (PFAS Product Forecast) based on its manufacturing schedules, availability of raw materials and inputs, and any other constraints. Nothing herein shall require that Supplier undertake additional manufacturing of a PFAS Product if doing so would be inconsistent with Supplier’s exit of PFAS and PFAS Products. Purchaser is responsible for all costs, expenses, and risk of damage and loss in storing Products supplied as part of the final purchase schedule. Where Purchaser does not request a final purchase schedule or where the Parties are unable to reach agreement on a final purchase schedule, Supplier’s rights hereunder expressly include that Supplier may discontinue or reduce the quantity of PFAS Products available in its complete and sole discretion, including reducing or rejecting the quantities identified in Forecasts and/or Orders, even if previously accepted.

Section 3.5. Priority. Where a Forecast for Products exists, Supplier will take reasonably necessary steps to maintain the priority of supplying Purchaser at the levels stated in the Forecast that are proportional to Supplier’s prioritization of its own products. Should the situation arise whereby manufacturing is constrained (e.g., due to raw materials, manufacturing capacity or other inputs) and there is a need to allocate the available production, the determination of each Party’s allocation of the available production will take into account their most current rolling 12-month forecast, not to exceed 10% more than historical actual demand. In the event of Force Majeure, Article 15 will apply to such prioritization and allocation. In the event of a product discontinuation, Section 3.4 will apply.

Section 3.6. Inventory. Supplier will maintain adequate inventory of raw materials, packaging, components, semi-finished, and finished goods to meet the lead times for Products in accordance with the Forecasts. If Purchaser requests Supplier to build and/or maintain additional inventory, the Supplier will initiate discussions on how to meet such request and any resulting price or cost adjustments that may reasonably be required. If Purchaser does not order according to a Forecast or place order for agreed upon inventory, Purchaser will pay Supplier for that portion of inventory, including such portion of raw materials, packaging, components, semi-finished, and finished goods that cannot be used by Supplier for its own business purposes.

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Section 3.7. Covenant; Exclusivity.

(a) The Products supplied under this Agreement that are in a raw material, jumbo, bulk, semi-finished, input form (the “Semi-Finished Products”) will be used by Purchaser only for its internal manufacturing and converting operations and may not be sold to any third-party except as incorporated into Purchaser’s products, provided, that, Purchaser shall be permitted to continue to resell the Semi-Finished Products that Purchaser resells as of the Effective Date, subject to any applicable restrictions under Section 5.7 (Non-Competition Provisions; Restrictive Covenants) of the SDA or the IP Cross-License Agreement.

(b) Notwithstanding Section 3.7(a) above, in the event of a Portfolio Action by Purchaser, Purchaser shall be permitted to resell to the buyer in such Portfolio Action (the “Buyer”) those (and only those) Semi-Finished Products that are used by the part of Purchaser’s business divested in such Portfolio Action at terms to be agreed exclusively between the Purchaser and the Buyer; provided, that, this Section 3.7(b) does not apply if the Buyer is on Exhibit [__]. The resale of the Semi-Finished Products by Purchaser to the Buyer shall not in any way establish a legal or other relationship between the Supplier and the Buyer and the Buyer shall not have any rights under or in connection with this Agreement, in particular, the Buyer shall not be a third party beneficiary of or otherwise benefit from this Agreement. Purchaser shall, upon Supplier’s request, provide to Supplier all sales data concerning the resale of Semi-Finished Products to any Buyer reasonably necessary for Supplier to confirm Purchaser’s compliance with the terms of this Section 3.7(b). In case the Buyer, instead of purchasing Products from Purchaser, wants to enter into a direct supply relationship with Supplier, Supplier will consider in good faith negotiating a standalone supply agreement with the Buyer.

(c) For certain Products listed in Appendix C (Exclusivity) (the “Exclusive Products”) the Supplier has reserved for itself the certain customers in designated territories to whom it will exclusively supply (the “Supplier Exclusive Customers”) and allocated to Purchaser certain other customers in designated territories to whom the Purchaser will exclusively supply (the “Purchaser Exclusive Customers”), in each case, as listed in Appendix C (Exclusivity). Supplier will not actively sell or distribute Exclusive Products, whether through resellers or under its own name and brands, to Purchaser Exclusive Customers. The exclusivity term is for so long as the Exclusive Products are purchased by Purchaser under this Agreement. [Purchaser will focus its selling efforts for Exclusive Products on retail and consumer healthcare channels and will not actively sell Exclusive Products to hospitals or hospital-owned pharmacies. In the event that sales of Exclusive Products to hospitals or hospital-owned pharmacies may occur through Purchaser’s distributor or other reseller, Supplier may notify Purchaser of such sales and the exclusive remedy will be that the Parties will confer on any steps to align the customer to the appropriate channel partner as permitted under local country law.]1 Nothing herein shall restrict Purchaser from making passive sales to Supplier Exclusive Customers or Supplier from making passive sales to Purchaser Exclusive Customers.

Section 3.8. Packaging. As of the Effective Date and excluding changes to branding, naming, or trademarks, Supplier will continue to package Product as it was packaged and labeled

1 Note to Draft: Language in brackets only applicable where SpinCo acts as Supplier.

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immediately prior to the Effective Date. To the extent practicable, content and format details for packaging and labeling should be set forth in documentation maintained by the Parties, which may be compiled with the Specifications or in such other manner as the Parties designate. For Product where packaging and labeling documentation is specified, Supplier is responsible to supply Product in accordance therewith. Where either Party requests that packaging be changed or modified by Supplier, or that new packaging be implemented by Supplier, the Parties will cooperate to implement such change on a reasonable timeline and work through existing inventory to avoid waste or scrapped inventory or packaging, and Product pricing will be adjusted to reflect the change (increase or decrease) in costs. Where Purchaser mandates that such change take place more quickly than can be agreed to by Supplier, Purchaser is responsible to reimburse Supplier for scrapped inventory and waste.

Section 3.9. Product Representations. Purchaser is responsible for the accuracy of its product representations and claims, including those used on package or in other marketing collateral or content. Where Supplier also sells a substantially similar product to the Products covered by this Agreement into distribution or end user channels and Supplier makes product representations and marketing claims in support of its own marketing and sales efforts, then Purchaser may request, and Supplier will provide, relevant documentation and support for Supplier’s representations and claims, including relevant substantiation.

ARTICLE 4

TERM

Section 4.1. Term; Extension.

(a) This Agreement shall become effective on the Effective Date. The initial fixed duration is three (3) years for the supply of Products, unless terminated earlier in accordance with Section 4.2 (“Initial Term”). The acceptance or fulfillment of any Purchase Orders by Supplier after expiration of the Term shall not extend or renew this Agreement. Any such Orders will be controlled by this Agreement, but only with respect to the Order(s) accepted and shall not obligate Supplier in any way beyond supplying the Product(s) identified in the Order.

(b) The Parties (coordinated via the SA Contacts) shall work together to identify, and each Party shall independently work to evaluate, validate, and qualify, potential Third-Party Suppliers for the Product(s). The development and implementation of this process will be overseen by the SA Sub-Committee (or a working group or sub-sub-committee established by the SA Sub-Committee) and shall be reviewed on a quarterly basis with the Transition Committee. Appendix D (Qualified Third-Party Suppliers) includes potential Third-Party Suppliers that the Parties agree, as of the date of this agreement, qualify as SpinCo Qualified Suppliers or Company Qualified Suppliers, as applicable (each as defined in the IP Cross-License Agreement).

(c) Following the Initial Term, this Agreement will automatically extend (on a Product-by-Product basis) until the earliest of (i) if either Party delivers a Notice of Third-Party Supplier, the applicable Transition Period specified in Section 4.1(d); (ii) termination pursuant to Section 4.2, or (iii) the Outside Date.

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(d) At any time following the Effective Date, either Party may elect to establish one or more Third-Party Suppliers. If either Party so elects, it will notify the other Party that it has identified a Third-Party Supplier and is working to produce Validated Production Samples. Upon delivery of Validated Production Samples by such Third-Party Supplier, the Party will provide a notice to the other Party (a “Notice of Third-Party Supplier”). Upon delivery of such Notice of Third-Party Supplier, the Transition Period for such Product(s) will start; provided that:

(i) If Supplier provided the Notice of Third-Party Supplier, the Transition Period shall not exceed five (5) years following the Notice of Third-Party Supplier;

(ii) If Purchaser provided the Notice of Third-Party Supplier, the Transition Period shall not exceed (i) seven (7) years following the Notice of Third-Party Supplier, if the proposed change or transition requires Purchaser to seek and obtain new or additional Governmental Approvals or regulatory requalification of manufacturing equipment, processes or materials (such Product a “Regulated Product”), or (ii) five (5) years post Notice of Third-Party Supplier, if the proposed change does not require Purchaser to seek and obtain new or additional Governmental Approvals or regulatory requalification of manufacturing equipment or processes.

(e) In connection with establishing any Third-Party Supplier pursuant to Section 4.1(d), (i) Purchaser will be responsible for any costs and expenses incurred in connection with establishing a Third-Party Supplier (“Set-Up Costs”) incurred to address requirements or needs specific to Purchaser and (ii) for any Set-Up Costs not addressed by clause (i), each of Supplier and Purchaser will be responsible on a pro rata basis based upon their respective volumes of the product(s) expected to be provided by the Third-Party Supplier. For example, for any Set-Up Costs not addressed by clause (i), if the Third-Party Supplier will provide seventy percent (70%) of the volume to Supplier, Supplier will pay seventy percent (70%) of the Set-Up Costs and Purchaser will pay the remaining thirty percent (30%) of the Set-Up Costs.

(f) Whichever Party provided the Notice of Third-Party Supplier pursuant to Section 4.1(d) will be responsible for the process of transferring knowledge, skills, or technologies, to the Third-Party Supplier.

Section 4.2. Termination.

(a) This Agreement or any Sub-Agreement may be terminated in its entirety:

(i) on thirty (30) days prior written notice by either Party upon the other Party’s insolvency, bankruptcy, or general inability to pay its debts as they become due;

(ii) by one Party upon the other Party’s material default or material breach of any provision of this Agreement or any Sub-Agreement, which remains uncured for more than one-hundred-twenty (120) days after notice is received of the default or breach;

(iii) by either Party for the other’s failure to comply with the requirements set forth under Section 2.2; and

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(iv) by Supplier if Purchaser becomes overdue or delinquent in payment of invoices and such total amount exceeds ten percent (10 %) of the expected yearly purchase dollar volume of Products under this Agreement.

(b) Purchaser shall furthermore have the right to terminate as to impacted Products, but not as to the entire Agreement or Sub-Agreement, where (x) Supplier consistently fails to deliver Product in accordance with stated lead times or agreed upon service metrics; (y) the Parties are unable to agree upon implementing a Purchaser requested Product modification or Engineering Change within ninety (90) days of the request date; and (z) where Force Majeure affecting Supplier as to a Product lasts longer than ninety (90) days.

Section 4.3. Effect of Termination. Upon expiration or Termination:

(a) Parties will perform on any agreed upon Orders, and Supplier will deliver to Purchaser, and Purchaser will pay the applicable Product Price for, any undelivered Product under such Order;

(b) Purchaser will purchase any branded labeling or packaging for which Supplier has paid and purchased based on standard lead times but not used, at cost; and

(c) this Agreement will continue to apply to any placed Order or other already existing Sub-Agreement which has a term longer than the Term.

Termination of this Agreement will not relieve either Party of any claims against it that arise under this Agreement before the Agreement is terminated.

Section 4.4. Survival. The following articles survive expiration or Termination: Section 2.2 (Compliance with Law and Other Requirements); Article 4 (Term); Article 6 (Payment); Article 7 (Delivery and Acceptance); Article 8 (Purchaser Material and Purchaser Equipment; Intellectual Property/Impact on Product Supply; Marks); Article 9 (Representations and Warranties); Article 10 (Indemnities); Article 12 (Insurance), Article 13 (Dispute Resolution); Article 14 (Confidentiality); and all provisions which by their nature are meant to survive.

ARTICLE 5

FORECASTS; ORDER PROCESS; ORDER TERMS AND CONDITIONS

Section 5.1. Forecast. At the outset of this Agreement Appendix A (Products) will identify those Products that have supply limitations and may set monthly and/or yearly maximum quantities based upon such limitations and Purchaser’s historical share of such Products, which thereafter may be updated with reasonable notice to Purchaser. Purchaser will provide Supplier a non-binding Forecast each quarter for its forecasted needs for Product prepared on a thirty-six (36) month rolling basis. Where no Forecast for a Product exists, Supplier may accept and fill any Orders based on product availability, standard lead times (as set out in Parent’s systems or SpinCo’s systems, as applicable), and production schedules as of the time of Order. Any portion of a Forecast that is within one hundred and twenty (120) days will be considered binding on both Parties and Orders will be placed accordingly unless the parties mutually agree to deviate

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from the firm portion of a Forecast. Except as otherwise provided herein, a Forecast is not a contractual obligation of either Party. The Parties will meet four (4) times per year to review Product availability, inventory levels, raw material, and any non-working inventory and arrange for a financial settlement of incurred costs to the extent that Purchaser’s placed Orders did not adhere to the binding portion of a Forecast. If, twelve months prior to the anticipated expiration or termination of this Agreement, Purchaser has failed to obtain a Governmental Approval that is required with respect to a Regulated Product being supplied at that time under this Agreement despite having taken reasonable and timely steps to obtain such Governmental Approval, the portion of the most recent Forecast relating to such Regulated Products that is within twelve (12) months of such anticipated expiration or termination of this Agreement will be considered binding on both Parties and Orders will be placed accordingly unless the Parties mutually agree to deviate from the firm portion of a Forecast; provided, that, this sentence does not apply to PFAS Products, which are governed by Section 3.4(b). If the Parties identify potential supply limitations or other capacity constraints in connection with the Forecast or the mutually agreed purchase schedule, the Parties (coordinated via the SA Contacts) will discuss in good faith commercially reasonable alternatives to address such capacity constraints.

Section 5.2. Order Process. Order transactions and processing will use the Supplier’s standard systems and electronic methods unless the Parties mutually agree in writing to use a different process. Any terms and conditions contained in a Purchase Order are not applicable and may be binding upon Supplier only if expressly accepted by Supplier through an Order acknowledgement or other document. Order acceptance occurs either through issuance of any Order acknowledgment or through standard processing within Supplier’s system.

Section 5.3. Order Changes; Cancellations. Once an order is placed and accepted, it may only be changed or canceled upon mutual agreement of the Parties.

ARTICLE 6

PAYMENT

Section 6.1. Product Prices. The price for each Product is stated in Appendix A (Products) which prices include all Product costs payable by Purchaser (the “Product Price”). Where Supplier is arranging transportation and shipping, such expenses will be reflected in the price base on FCA port of export, Incoterms® 2020 rules. Taxes and additional amounts will be stated on the invoice and owed by Purchaser.

Section 6.2. Adjustment of Prices.

(a) During the Initial Term, on an annual basis, Supplier will review and may adjust Product Prices to reflect changes in cost of production (including costs related to raw materials, labor (direct/indirect), equipment, maintenance, production systems, packaging, quality control, research and development, analytics, utilities, insurance, depreciation, building/rent, warehousing, waste disposal, environmental, health & safety, administrative overhead, order management, procurement, and general administration) for each of the Products. Supplier anticipates that such changes will become effective in January of each year during the term of the Agreement and will be communicated at least thirty (30) days prior to taking effect. Additionally, if the price of any component of the manufacturing or production cost of a Product

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has changed by at least ten percent (10%) relative to the price Supplier or any relevant Affiliate was paying at the time of the last price adjustment, Supplier will adjust such Product Price upon thirty (30) days’ prior written notice and not more than once in any calendar quarter. The adjusted Product Price will apply to any pending and accepted Orders. Supplier may include in any price adjustment of a Product made pursuant to this Section 6.2 such amount as allows Supplier to maintain the gross margin rate that was in place on the Effective Date. In connection with any adjustment to a Product Price, Supplier will provide Purchaser with a reasonable supporting explanation of the rationale for the adjustment.

(b) After the Initial Terms, Supplier may adjust Product Prices at any time and will use reasonable efforts to provide at least thirty (30) days’ notice, provided that, Supplier will not increase the gross margin rate that was in place on the Effective Date beyond the maximum gross margin rate identified on Exhibit [__]. Adjusted Product Price will apply to any pending and accepted Orders.

Section 6.3. Payment. Payment terms are thirty (30) days from receipt of the applicable invoice. All payments will be made in the currency designated by the Order acknowledgement or stated on the invoice. Payments will not be adjusted for Supplier’s errors, defects, or noncompliance with an Order or this Agreement. If Purchaser disputes the amount of any invoice, Purchaser will pay Supplier the undisputed amount and follow the dispute resolution process in Article 13. Purchaser agrees to comply with any credit requirements established by Supplier’s credit department. Purchaser will maintain a satisfactory credit relationship with Supplier by keeping its account current. In the event of non-payment, Supplier may hold or cancel orders until such time as Purchaser’s account becomes current.

Section 6.4. Invoicing. Invoices will be submitted using Supplier’s standard system and dated no earlier than the date of shipment. Each Supplier invoice and all related documents (such as packaging lists, bills of lading, freight bills, and correspondence) will include at least: (a) Order number; (b) applicable Order line item number(s) and item identification(s); (c) volume and unit of measure; (d) Product Price; and (e) Purchaser’s identification number (if provided by Purchaser).

Section 6.5. Bank Instructions. Supplier will provide Purchaser its payment processing instructions. If Supplier wishes to modify its bank routing instructions (“Bank Instructions”), it must provide Purchaser written notice of such request. All requests under this Section are subject to verification and validation by Purchaser. Supplier will cooperate with Purchaser’s requests for additional information.

ARTICLE 7

DELIVERY AND ACCEPTANCE

Section 7.1. Delivery Dates. Each Order will specify a requested shipment date consistent with standard lead times. Supplier will confirm the anticipated shipment date through order acknowledgement or other standard process. If it appears that Supplier will not be able to ship the order on time, then Supplier will inform Purchaser and provide Purchaser with a revised shipment date. So long as Supplier’s order fulfillment performance is consistent with historical

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norms and demonstrated capabilities, Supplier will not be liable for any costs resulting from any delay in shipping any order.

Section 7.2. Risk/Cost of Shipping. Except as otherwise agreed by the Parties or as designated through an order acknowledgment, shipments where the Supplier and the Purchaser entity receiving the Product are in the same country (a “Domestic Shipment”), shall be shipped “freight collect”. All shipments where the Supplier and the Purchaser party receiving the Product are not in the same country (a “Cross-Border Shipment”), shall be shipped FCA port of export, Incoterms® 2020 rules. For Cross-Border Shipments, the Incoterms® 2020 rules shall define the obligations of the Supplier with regards to delivery, costs, and risk of loss. Supplier will make any claims with any shipping carrier for any damages or Disputes arising in connection with the transit of any Product.

Section 7.3. Acceptance. Payment or transfer of title will not constitute acceptance of Product by Purchaser. Once Product is used, converted, or altered by Purchaser, the Product is deemed accepted and cannot be returned. Acceptance of Product, or inspection or approval of Product, warnings, disclaimers, design, or materials by Purchaser, will not relieve Supplier from its obligations, warranties, representations, and conditions in this Agreement, which will survive inspection, installation, acceptance, and payment by Purchaser.

Section 7.4. Returns; Overages/Shortages; Recalls/Customer Complaints; Non-Conforming Product.

(a) Returns; Overages/Shortages. Return of Products may occur only as allowed by this Agreement. Prior to shipping a return Purchaser will contact Supplier to receive a returned goods authorization. Purchaser may require substitution for or replacement of Product, at Supplier’s expense (including any cost of shipping) if any Product shortage, overage, damage, or other shipping non-conformance occurs.

(b) Recalls/Customer Complaints. Purchaser and Supplier will work together in connection with any Recall, and Supplier will use its commercially reasonable efforts to assist Purchaser in the investigation of, and corrective action for, Purchaser customer complaints related to Product. Purchaser may take any actions required under applicable Law for a Recall. Where a Recall is the direct and proximate result of Supplier’s nonconformance with Section 9.2 of this Agreement (i) Supplier will accept return from Purchaser of Product that is subject to Recall, (ii) Purchaser may request replacement, at Supplier’s expense, of any Product that is subject to Recall, and (iii) Supplier will bear the expense (including return shipping and reimbursement of Purchaser’s reasonable out-of-pocket expenses, including reasonable attorneys’ fees) of such Recall. Where additional causes or factors beyond Supplier’s nonconformance with Section 9.2 of this Agreement result in the Recall, Supplier is only financially responsible for its portion thereof. With respect to Recall liability under Section 7.4, Supplier’s total obligation and liability shall in no event exceed Supplier’s net sales to Purchaser of the Product leading to the Recall in the preceding twelve months.

(c) Non-Conforming Product. Where Purchaser asserts that Product is non-conforming for any reason, including for not complying with this Agreement or not meeting an applicable Specification or warranty, prompt notice will be communicated to the Supplier’s SA

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Contact. The Parties will cooperate to review the situation and undertake reasonable investigation and analysis to determine whether a non-conformance exists and potential root causes or corrective actions. If Purchaser requests additional investigation that exceeds historical service levels it may initiate a request under the appropriate Ancillary Agreement for a project to be opened to conduct the assessment. Any non-conforming Product will be held by Purchaser at Supplier’s risk. At Supplier’s request and cost, Purchaser will either return or properly dispose of non-conforming Product, including any portion thereof that Supplier may require for testing or analysis.

Section 7.5. Inspection and Testing; Product Holds and Release.

(a) Inspection and Testing. Purchaser may inspect or test Product at Supplier’s plant, off-site, or at the point of destination. Upon reasonable advance notice and during normal business hours, Supplier will make Product, materials, and the manufacturing facilities available for inspection by Purchaser and its representatives, at Purchaser’s cost. Purchaser, at its expense, may also monitor Supplier’s inspection, quality, and reliability procedures, and review and audit Supplier’s records regarding Product. The rights granted hereunder will be subject to reasonable and customary restrictions by Supplier to protect intellectual property rights and the safety of the Parties.

(b) Product Holds and Release. Where a Product is put on hold, including for further analysis and review prior to release or for other potential quality reasons, the Parties will exchange information reasonably necessary to assess the Product and reach a determination as to its suitability for release from hold or other disposition. If Purchaser has requested the hold, it will issue a release approval to Supplier prior to the shipment of such Product.

Section 7.6. Shipping Materials. Certain Products due to their form, size, or quantity will be transported in reusable or returnable shipping materials, such as totes, drums, cores, racks, and containers. Products with such shipping materials are identified on Appendix A (Products) or in the applicable Specification. For such Products, Purchaser is obligated at its own cost, expense, and risk of loss to return the shipping materials to Supplier within the time stated on Appendix A (Products), or if no time is stated then within a reasonable time. For designated items, which may include specified cores and racks, a monthly recharge program may be used in lieu of designated pricing. Where such shipping materials are not received by Supplier or are received in a damaged or unusable condition, Supplier will invoice Purchaser for the replacement costs of such shipping materials. Purchaser is obligated to pay such invoices in accordance with Section 6.2.

ARTICLE 8

PURCHASER MATERIAL/EQUIPMENT; IP; MARKS

Section 8.1. Purchaser Material/Equipment. Any Purchaser Material and Purchaser Equipment identified on Appendix E (Purchaser Material/Equipment) are the sole property of Purchaser. Purchaser may file appropriate documentation (including UCC financing statements) to acknowledge Purchaser’s ownership of Purchaser Material and Purchaser Equipment without Supplier’s signature. Supplier will maintain all Purchaser Material and Purchaser Equipment in a

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safe condition at its own cost. Except as otherwise authorized by Purchaser, Purchaser Material and Purchaser Equipment will be utilized only for the purposes of this Agreement. If Purchaser Equipment or Purchaser Material is lost or damaged due to the fault of Supplier or Supplier Personnel, or while in the possession of Supplier or Supplier Personnel, Supplier will, at Purchaser’s sole discretion, either promptly replace the Purchaser Equipment or Purchaser Material at its expense or reimburse Purchaser for the full value of the lost or damaged Purchaser Material or Purchaser Equipment. Upon Purchaser’s request, Supplier will promptly return any Purchaser Equipment or unused Purchaser Material to Purchaser in its original condition, except for reasonable wear, at Purchaser’s expense for crating and shipping. Nothing stated in this Section 8.1 shall apply to any Purchaser Material or Purchaser Equipment that is subject to a Transition Contract Manufacturing Agreement.

Section 8.2. License by Purchaser. Notwithstanding anything to the contrary in the IP Cross-License Agreement, Purchaser hereby grants, and shall procure that its relevant Affiliates shall grant, to Supplier and its Affiliates a royalty-free, non-exclusive, non-transferable, non-sub-licensable (except to subcontractors permitted under this Agreement) license during the term of this Agreement to use the Intellectual Property Rights controlled by Purchaser and its Affiliates only to the extent necessary for Supplier’s provision of the Products to Purchaser in accordance with this Agreement.

Section 8.3. Use of Marks. Supplier and Purchaser will agree upon the appropriate use of the Parties’ respective marks. To the extent not covered by an Ancillary Agreement, Purchaser grants a non-exclusive, royalty-free license to Supplier under the Trademarks pursuant to the terms of Appendix F (Trademark provisions) for Supplier to fulfill its obligations hereunder, including sourcing any labeling, packaging, or other materials that may display or incorporate Purchaser’s Marks.

ARTICLE 9

REPRESENTATIONS AND WARRANTIES

Section 9.1. Product Use. Purchaser acknowledges that many factors that are uniquely within Purchaser’s knowledge affect the use and performance of the Product, including use in Purchaser’s manufacture and sale of its own products. Purchaser is solely responsible for its own products, including for determining whether each Product is fit for a particular purpose and suitable for incorporation into Purchaser’s products and use in its manufacturing processes. Purchaser is solely obligated to assure that Purchaser’s products are safe and comply with applicable Laws.

Section 9.2. Warranty and Limitations. Supplier represents and warrants that at the time of shipment to Purchaser or, if drop shipped from a manufacturing facility, to the Purchaser’s designated drop ship location, each Product will (a) meet the applicable Specification, and (b) conform to the applicable requirements of the Master Supplier Quality Agreement as well as all applicable Laws. Supplier has no obligation or responsibility for determining whether any Product is fit for a particular purpose or suitable for any Purchaser’s use and methods of application. Supplier has no obligation for changes, alterations, or modifications in any Product that result from Purchaser’s storage, handling, and use of the

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Product in the manufacture or assembly of Purchaser’s products. For the avoidance of doubt, this warranty and limitations shall control over the Master Supplier Quality Agreement for Products supplied under this Agreement.

Section 9.3. Limited Remedy. If a Product is non-conforming in that it does not meet the warranty pursuant to Section 9.2, Purchaser’s sole and exclusive remedy is, at Supplier’s option, replacement or repair of the Product demonstrated to be non-conforming or refund of the purchase price paid. Claims of non-conformance must be made within one year of the date of Supplier’s shipment of the Product at issue. For the avoidance of doubt, this limited remedy shall control over the Master Supplier Quality Agreement for Products supplied under this Agreement.

ARTICLE 10

INDEMNITIES

Section 10.1. Mutual Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its Affiliates and each of their respective past, present or future officers, directors, employees and agents and their respective successors, heirs and assignees and representatives (collectively the “Indemnified Persons”) from and against any damages, losses, liabilities or costs (other than costs allocated to be borne by the indemnified Party under the Agreement, but including reasonable legal expenses, costs of litigation and reasonable attorney’s fees) (“Damages”) incurred by the Indemnified Persons resulting from any Third Party Claim against the Indemnified Persons to the extent caused by, resulting from, or in connection with:

(a) any breach of Section 14.1 by the Indemnifying Party or any of its Affiliates or its or their respective Representatives, or

(b) any gross negligence or willful misconduct by the Indemnifying Party or any of its Affiliates in connection with the performance of its obligations under this Agreement,

Section 10.2. Indemnification by Purchaser. Notwithstanding Section 10.1, Purchaser shall indemnify, defend and hold harmless Supplier’s Indemnified Persons from and against any Damages resulting from any Third Party Claim to the extent caused by, resulting from or in connection with (i) any of the Products supplied by or on behalf of Supplier hereunder, (ii) the transactions contemplated by this Agreement or (iii) Supplier’s actions or inactions in connection with any such Products or transactions, provided, however, that Purchaser shall not be responsible for any Damages of Supplier’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the Supplier’s or any of its Affiliates’ gross negligence or willful misconduct in performing its obligations under this Agreement.

Section 10.3. Indemnification by Supplier. Notwithstanding Section 10.1, Supplier shall indemnify, defend and hold harmless Purchaser’s Indemnified Persons from and against

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any Damages to the extent caused by, resulting from or in connection with any breach of this Agreement by Supplier, provided, however, that Supplier shall not be responsible for any Damages of Purchaser’s Indemnified Persons to the extent that such Damages are caused by, result from or arise out of or in connection with the Purchaser’s or any of its Affiliates’ gross negligence or willful misconduct in performing its obligations under this Agreement.

Section 10.4. Procedure.

(a) Each Party shall use its commercially reasonable efforts to mitigate any Damages for which such Party seeks indemnification under this Agreement.

(b) Sections 4.5 and 4.6 of the SDA shall govern the rights and obligations of the Parties in respect of the management and conduct of any claims for indemnification under this Agreement.

ARTICLE 11

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES

Section 11.1. Exclusions of Liability.

(a) Unless explicitly set out otherwise in this Agreement, no Party, nor any of their respective Affiliates, shall be liable in connection with this Agreement for any punitive, incidental, consequential, exemplary, special or indirect, speculative, not reasonably foreseeable or similar damages, including any loss of future revenue, profits, income, or anticipated savings, loss of business reputation, goodwill or opportunity relating to the breach or alleged breach of this Agreement, diminution of value or based on any type of multiple; provided, this sentence does not preclude such Damages to the extent actually owed with respect to a Third-Party Claim or caused by, resulting from, arising out of, or in connection with (i) any fraudulent acts or omissions, (ii) a breach of Section 14.1, or (iii) solely with respect to such damages incurred by Supplier or any of its Affiliates, the use of the 3M Trademark by Purchaser or its Affiliates or licensees, including breach of license terms, damages to the 3M Trademark itself or the infringing use of the 3M Trademark. The limitations of this Section 11.1(a) apply regardless of whether the damages are based on breach of warranty, breach of contract, negligence, strict liability in tort, or any other legal or equitable theory.

(b) Notwithstanding anything in this Agreement to the contrary, neither Supplier nor any of its Affiliates shall have any liability towards Purchaser or any of its Affiliates or Indemnified Persons for (a) any failure to supply the Products or perform any of its obligations hereunder in accordance with this Agreement or (b) any Damages or inconveniences incurred by Purchaser or any of its Affiliates or Indemnified Persons, in each case ((a) and (b)) to the extent caused by, relating to, or arising out of or in connection with (i) Purchaser’s or any of its Affiliates’ acts, omissions, or breach of this Agreement or failure to satisfy any of its obligations under this Agreement, (ii) Purchaser’s or any of its Affiliates’ implementation, execution, use or exploitation of any of the services, Products (including product liability claims) or other deliverables received by or benefits (including usage rights) granted to Purchaser or its Affiliates under or in accordance with this Agreement, (iii) Purchaser’s or any of its Affiliates’ manner of operating or conducting Purchaser’s business (including the operations or systems) if operated or

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conducted materially differently than the manner in which Purchaser’s business was operated or conducted immediately prior to the Initial Distribution, (iv) any transactions contemplated by this Agreement other than the supply of the Products or Supplier’s other express obligations set out in this Agreement, or (v) Supplier’s actions or inactions in connection with any deliverables, benefits or transactions pursuant to (i) through (v) or that were caused by specifications or directions provided by Purchaser, except, in each case, to the extent caused by Supplier’s or its Affiliate’s gross negligence or willful misconduct in performing any of its obligations pursuant to this Agreement.

Section 11.2. Limitations of Liability.

(a) Subject to Section 11.3 below, Supplier’s and its Affiliates’ aggregate maximum liability in connection with this Agreement, the Products supplied hereunder or the transactions contemplated hereby, shall not exceed in the aggregate in any calendar year, an amount equal to one hundred percent (100%) of the gross amount of Product Price paid or payable by Purchaser for all Products in that calendar year. In addition, any liability of Supplier (and its Affiliates) under this Agreement shall be subject to and count against the Maximum Transition Agreement Cap. Purchaser acknowledges that the liability caps described in this Section 11.2(a) are fair and reasonable. For the avoidance of doubt, the liability caps under this Section 11.2(a) shall be calculated based on the gross amount of Product Price paid or payable under this Agreement, not the net amount of payments made pursuant to the Settlement Statement.

(c) The limitation of liability of this Section 11.2 is independent of, and survives, any failure of the essential purpose of any limited or exclusive remedy under this Agreement.

(d) If and to the extent that Supplier's failure to perform its obligations under this Agreement or any breach of this Agreement is caused by the act or omission of a Third Party subcontractor used by Supplier for the performance of any of its obligations hereunder, Supplier shall not be responsible, liable or otherwise considered as being in breach of this Agreement, provided that Supplier shall use its commercially reasonable efforts to exercise and enforce its contractual rights and seek to claim any available contractual remedies in respect of the relevant act or omission of the Third Party subcontractor, and pass-on to Purchaser an equitable and proportionate share of the damages or similar amounts. Alternatively, Supplier may, in its sole discretion, assign to Purchaser any Damage claims that it may assert against the relevant Third Party subcontractor in relation to Purchaser’s Damage. In case the act or omission of the Third Party Provider that caused the Damage also caused prejudice to Supplier’s own business (or that of its Affiliates), the distribution shall be limited to a reasonable pro rata share.

Section 11.3. Unlimited Liability. The limitations of liability pursuant to Section 11.2 shall not apply to:

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(a) any fraudulent, grossly negligent or willful acts or omissions by a Party;

(b) either Party’s breach of Section 14.1;

(d) Supplier’s liability to pass-on any sums or other benefits it is able to recover from a Third Party subcontractor under Section 11.2(d); for clarity, any such recovered sums or benefits shall not count against the liability cap set out in Section 11.2(a);

(f) Supplier’s obligation to replace, or provide a refund for, Products that do not conform to the warranty pursuant to Section 9.2.

Section 11.4. Disclaimer of Warranties and Acknowledgment. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT SUPPLIER (ON BEHALF OF ITSELF AND ITS LICENSORS) MAKES NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING WITH RESPECT TO (a) THE NATURE, CONDITION OR QUALITY OF ANY PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR SERVICES OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT OR (b) THE RESULTS THAT WILL BE OBTAINED BY USING, RECEIVING, OR APPLYING ANY SUCH PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR SERVICES, IN EACH CASE INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION OF NONINFRINGEMENT, MERCHANTABILITY, SUITABILITY, ACCURACY, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. SUPPLIER MAKES NO WARRANTY OR CONDITION THAT ANY PRODUCT, MATERIALS, COMPONENTS, INFORMATION, DATA, OR SERVICES OBTAINED OR PROVIDED PURSUANT TO THIS AGREEMENT COMPLIES WITH ANY LAW OR ORDER. PURCHASER EXPRESSLY AFFIRMS THAT IT IS NOT RELYING ON ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, OF SUPPLIER IN ENTERING INTO THIS AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE DISCLAIMERS IN THIS SECTION 11.4. NOTWITHSTANDING THE FOREGOING, IN NO CIRCUMSTANCES WILL PURCHASER BE ENTITLED TO SPECIFIC PERFORMANCE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH ANY BREACH OR ALLEGED BREACH HEREUNDER OR OTHER CLAIM ARISING HEREUNDER.

Section 11.5. Other Liability Terms.

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other Party’s Affiliates and each of their respective past, present or future officers, directors, employees and agents and their respective successors, heirs and assignees and Representatives.

ARTICLE 12

INSURANCE

Section 12.1. Minimum Insurance Requirements. Each Party will maintain at least the following insurance coverages to the extent applicable within the statutory obligations of the state, province, or country where the services under this Agreement are being provided:

(a) Commercial general liability insurance, including product liability, contractual liability, and completed operations, with limits of liability of not less than $5,000,000 per occurrence and $5,000,000 in the aggregate; provided that the limits may be satisfied by primary, umbrella, or excess insurance;

(b) Worker’s compensation coverage, or local equivalent, as statutorily required and Employer’s Liability insurance with limits of liability of not less than $1,000,000 per Person / per accident / per occupational disease;

(c) Commercial automobile liability insurance with limits of liability of not less than $1,000,000 combined single occurrence for bodily injury and property damage arising out of any one accident; and

(d) Network risk coverage of not less than $5,000,000 per occurrence.

Section 12.2. Additional Requirements. The policy limits do not limit either Party’s liability under this Agreement. Either Party may request a copy of acceptable certificates of insurance evidencing that the coverages referenced above are in effect. These insurance requirements will remain in full force and effect for three years after the Term for any claims made policies.

ARTICLE 13

DISPUTE RESOLUTION

Section 13.1. Dispute Resolution.

(a) The SA Sub-Committee, if any, shall be the initial contact for resolving Disputes arising out of or in connection with this Agreement. In the event that the SA Sub-Committee is unable to agree on any matter referred to it, any Dispute, controversy or claim arising out of, relating to, or in connection with this Agreement, including, without limitation, any Dispute relating to the existence, validity, breach or termination of this Agreement shall be escalated to the Transition Committee.

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(b) Any claim, disagreement or dispute between the Parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement shall be resolved in accordance with Article VII of the SDA which shall apply mutatis mutandis to this Agreement. The Parties shall use the procedures set forth in Article VII (Dispute Resolution) of the SDA to resolve any matters as to which the Transition Committee is not able to reach a decision.

ARTICLE 14

CONFIDENTIALITY

Section 14.1. Confidentiality Obligations. Supplier will not disclose or use Purchaser Confidential Information other than to perform its obligations under this Agreement or as otherwise allowed under this Section 14.1. Supplier will protect Confidential Information using the appropriate degree of care with which it protects its own or its other customers’ confidential information, and in any event, no less than reasonable care. Supplier Personnel are subject to confidentiality obligations for the Purchaser Confidential Information as strict as those in this Agreement. Supplier is responsible for any breach or alleged breach of the confidentiality obligations by Supplier Personnel. If Supplier receives any tangible materials constituting Purchaser Confidential Information, then upon Purchaser’s request Supplier will return those materials to Purchaser at the end of the Term or Purchaser’s earlier request. If either Supplier or Purchaser is required by applicable professional standards, rules, or Law to disclose the existence or terms of this Agreement or any other Purchaser Confidential Information, then the disclosing Party so required will: (a) give advance notice of the disclosure to the non-disclosing Party (unless prohibited by Law); (b) reasonably cooperate with the non-disclosing Party, at the disclosing party’s expense of the Party requesting the cooperation, if such Party seeks to protect the information requested to be disclosed; and (c) disclose the minimum amount of information legally required to be disclosed. The Parties acknowledge and agree that a Cybersecurity Incident, or unauthorized access or disclosure of Personal Information or Protected Health Information shall not be considered a breach of the confidentiality obligations in this Section 14.1.

Section 14.2. Access to Information Technology Systems and Data. To the extent a Party or any of its Affiliates, or its or their employees, suppliers or contractors have access to the other Party’s Information Technology Systems or Party Data (as defined in the Transition Services Agreement) in relation to this Agreement, Section 10.10 of the Transition Services Agreement shall apply mutatis mutandis.

Section 14.3. Business Contact Information. Purchaser and Supplier each acknowledges that in connection with this Agreement it will receive from the other Party certain business contact information of the other Party and that such business contact information may include Personal Information (“BCI”). Purchaser and Supplier each further acknowledges and agrees that (a) it will implement reasonable technical and administrative safeguards to secure BCI received hereunder, (b) it will, within three business days after discovering any unauthorized access to such BCI, provide written notice thereof to the other Party, (c) it will only provide to the other Party BCI which it is permitted to share, (d) it will only use BCI for the purposes of this Agreement, and (e) Purchaser and Supplier will each be a separate and independent controller of BCI that it provides to the other Party. Purchaser and Supplier will each comply with their

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respective obligations under applicable privacy Law with respect to their own respective processing of BCI in connection with the Agreement.

ARTICLE 15

FORCE MAJEURE

Section 15.1. Force Majeure. If a Party (the “Non-Performing Party”) is prevented or delayed in performing any of its obligations hereunder or any applicable Sub-Agreement, in whole or in part, as a result of an event of Force Majeure, the Non-Performing Party will be excused from performing such obligations for as long as the event of Force Majeure is continuing, to the extent that:

(a) performance is prevented or delayed by the event of Force Majeure, and

(b) the Non-Performing Party provides prompt written notice to the other Party describing (1) the non-performance for which the Non-Performing Party seeks to be excused, (2) the event of Force Majeure, its causal connection to such non-performance and impact on the Non-Performing Party, and (3) the Non-Performing Party’s plans for allocation of available services and Products while the event of Force Majeure is continuing.

Section 15.2. Cooperation. In the event a Party gives notice under Section 15.1, while the event of Force Majeure is continuing (1) the Non-Performing Party will provide regular updates to the other Party, and (2) the Parties will discuss regularly how best to continue their operations and mitigate the impact of the event of Force Majeure as far as possible in accordance with this Agreement. While an event of Force Majeure affecting the Supplier is continuing, Supplier will proportionally allocate any available any raw materials, manufacturing capacity, or other inputs between Supplier’s own production and the production of Products pursuant to the terms of this Agreement and in a method that Supplier determines is fair and reasonable.

Section 15.3. Modification/Termination. If Supplier is affected by an event of Force Majeure, Purchaser may modify or terminate any Orders on notice to Supplier without liability to Purchaser.

ARTICLE 16

TRADE COMPLIANCE

Section 16.1. Trade Compliance Rules. Purchaser will comply with all applicable export control, sanctions, customs and other trade-related laws, regulations, rules and licenses affecting any products or services supplied by Supplier, including applicable United States, European Union, United Kingdom, Switzerland and local laws and regulations (“Trade Compliance Rules”). The Parties agree, in particular, as follows:

(a) Import Compliance. If Purchaser acts as the importer of record for Products, Purchaser will comply with all applicable Trade Compliance Rules, including all customs laws and regulations. Supplier shall not be liable for any costs or penalties related to delays in customs clearance or inaccurate customs declarations.

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(b) Export Controls. Purchaser is advised that certain Supplier products are subject to export or import control restrictions, as indicated by the export control and harmonized tariff classifications provided on commercial invoices accompanying the shipment. Buyer will not sell, supply, export, re-export, or transfer Supplier products subject to export or import control restrictions without the requisite license or other authorization under the applicable Trade Compliance Rules or in any manner which may cause Supplier to be in breach of Trade Compliance Rules. Purchaser will comply with the terms and conditions of any export or import license or authorization. Supplier is not liable for failure to deliver a product due to Supplier’s or Purchaser’s inability to obtain or maintain any required export or import license or authorization and such failure does not constitute a breach of this Agreement.

(c) Embargoes. Purchaser represents and warrants that it will not directly or indirectly sell, supply, export, re-export, make available, transfer, or use any Supplier products, technology, or software in violation of any Trade Compliance Rules or in any manner which may cause Supplier to be in breach of Trade Compliance Rules, including the United States’ restrictions on trade with restricted regions in Ukraine (the Crimea region, Donetsk People’s Republic, and Luhansk People’s Republic), Cuba, Iran, Syria, and North Korea, or any other applicable law or regulation. Purchaser will not directly or indirectly sell, supply, export, re-export, make available, or transfer any Supplier products, technology, or software to Russia or Belarus. Purchaser shall conduct adequate due diligence to ensure Supplier products, technology, and software are not diverted to any territory or person targeted by Trade Compliance Rules.

(d) Restricted End Users. Purchaser represents and warrants that it is not a Restricted Party (defined as any party listed in the United States’ Consolidated Screening List found at https://www.trade.gov/consolidated-screening-list, (ii) the European Union’s Consolidated list of persons, groups, and entities subject to European Union financial sanctions found at https://data.europa.eu/data/datasets/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en, (iii) the United Kingdom’s Consolidated List of Financial Sanctions Targets in the UK found at https://ofsistorage.blob.core.windows.net/publishlive/2022format/ConList.pdf, or (iv) any other applicable restricted party list) and is not directly or indirectly owned by one or more parties included in the foregoing lists. Purchaser will not directly or indirectly engage in any transaction involving Supplier products, technology, or software in violation of restrictions on individuals and entities listed in the foregoing lists or any other applicable restricted party list.

(e) WMD End Users. Purchaser represents and warrants that, unless authorized, it will not directly or indirectly sell, supply, export, re-export, make available, transfer, or use any Supplier products, technology, or software in the design, development, production, operation, installation (including on-site installation), maintenance (checking), repair, overhaul, or refurbishing of nuclear, chemical, or biological weapons (or the development, production, maintenance or storage of missiles capable of delivering such weapons), safeguarded and unsafeguarded nuclear materials, missiles, space launch vehicles, unmanned aerial vehicles, or maritime nuclear propulsion.

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(f) Military End Uses and End Users. Purchaser represents and warrants that, unless authorized, it will not directly or indirectly sell, supply, export, re-export, make available, or transfer (in-country), any Supplier products, technology, or software, entirely or in part to Belarus, Burma/Myanmar, Cambodia, China, Russia, or Venezuela (1) for incorporation into a military item, or to support or contribute to the operation, installation, maintenance, repair, overhaul, refurbishing, development, or production of a military item (collectively “military end uses”); or (2) to or for use by the national armed services (army, navy, marine, air force, or coast guard), as well as the national guard and national police, government intelligence or reconnaissance organizations, or any person or entity whose actions or functions are intended to support “military end uses.”

(g) Military-Intelligence End Use and End Users. Purchaser represents and warrants that, unless authorized, it will not directly or indirectly sell, supply, export, re-export, make available, or transfer (in-country) any Supplier products, technology, or software entirely or in part to Belarus, Burma/Myanmar, Cambodia, China, Cuba, Iran, North Korea, Russia, Syria, or Venezuela for design, development, production, use, operation, installation (including on-site installation), maintenance, repair, overhaul, or refurbishing of, or incorporation into, a military item intended to support the actions or functions of any intelligence or reconnaissance organization of the armed services (army, navy, marine, air force, or coast guard) or national guard of one of those countries.

(h) Antiboycott Compliance. Notwithstanding any other documentary provision pertaining to the transaction(s), no Party shall take or be required to take any action prohibited or penalized under the laws of the United States or any applicable foreign jurisdiction, including without limitation the antiboycott laws administered by the U.S. Departments of Commerce and Treasury.

(i) Consequences of Non-Compliance. Purchaser agrees that all provisions of this Trade Compliance clause are material and violation of any representation or warranty may result in immediate termination of this Agreement by Supplier. Purchaser agrees to cooperate fully with any investigation by Supplier of a suspected breach, and to protect, defend, indemnify and hold Supplier and any of its affiliated companies harmless from and against all losses (including losses arising in connection with investigations by government authorities) that in any way result from a breach of the representations and warranties in this Trade Compliance clause.

ARTICLE 17

NOTICES

Notice will be considered given upon: (a) personal delivery; (b) in the case of a notice given by email, written confirmation of receipt by the notified Party; or (c) deposit with an overnight

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courier, expenses prepaid, and addressed as set forth below and upon confirmation of delivery by the courier. Notice of a Party’s address change will be given as stated in this Article.

All notices must be in writing and sent to the respective Party at the address as set forth below (or at such adder address as shell be specified by a Party in a notice given in accordance with this Article 17):


If to Parent:			3M Company

			3M Center, Building [●]
			St. Paul, MN 55144
			E-mail: [EMAIL] and Dealnotices@mmm.com

Attention:			[TITLE]

with a copy (which shall not constitute notice) to:
			3M Company
			Office of General Counsel
			3M Center, Building 220-9E-02
			St. Paul, MN 55144
			E-mail: [EMAIL] and Dealnotices@mmm.com

Attention:			[TITLE]

If to SpinCo:			Solventum Corporation
			[ADDRESS]
			E-mail: [●]

Attention:			[TITLE]

with a copy (which shall not constitute notice) to:
			Solventum Corporation
			Office of General Counsel
			[ADDRESS]
			E-mail: [EMAIL]

Attention:			[TITLE]

ARTICLE 18

MISCELLANEOUS

Section 18.1. Fees and Expenses. Except as otherwise expressly set forth in this Agreement, or as otherwise agreed to in writing by the Parties, all fees, costs and expenses incurred by the Parties, including fees and disbursements of counsel, financial advisors,

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accountants and consultants, in connection with this Agreement and the transactions contemplated by this Agreement, shall be borne by the Party or its applicable Affiliate incurring such fees, costs or expenses; provided, however, that in the event this Agreement is terminated or expires in accordance with its terms, the obligations of each Party to bear its own fees, costs and expenses will be subject to any rights of such Party arising from a breach of this Agreement by the other Party prior to such termination or expiration.

Section 18.2. Transfer. Neither Party may assign, delegate, or transfer any rights or duties under this Agreement without the other Parties’ prior written consent. Notwithstanding the preceding sentence, either Party may, without the prior written consent of the other Party, assign, delegate, or otherwise transfer its rights under this Agreement, in whole or in part, to one or more of its Affiliates upon prior written notice to the other Party. This Agreement will be binding upon and operate to the benefit of Supplier, Purchaser, and their respective successors and permitted assigns. Assignment to an Affiliate will not relieve the assigning Party of its obligations under this Agreement. Any such assignment, delegation, or transfer to an Affiliate is effective only so long as the Affiliate is in that relation to the Party to this Agreement, such that the assignment, delegation, or transfer shall become null and void in the event that the Affiliate is sold, merged, dissolved, or otherwise is no longer an Affiliate of the Party. For the avoidance of doubt, Section 3.7(b) governs in the event of any Portfolio Action by Purchaser.

Section 18.3. Independent Contractor. Supplier is an independent contractor; neither Supplier nor Supplier Personnel will be deemed to have any other relationship with Purchaser or any of its Affiliates.

Section 18.4. Federal Debarment. Supplier warrants that during the Term, Supplier has not and will not be, and no Supplier Personnel or subcontractor has been suspended or debarred, or proposed to be suspended or debarred, by a federal agency. Supplier will give Purchaser notice of any event causing this warranty to be false immediately after the occurrence of the event.

Section 18.5. Integration. Except for an existing confidentiality or intellectual property agreement between the Parties, this Agreement, the Master Supplier Quality Agreement, and Orders and Invoices represent the entire agreement between Purchaser and Supplier regarding Product.

Section 18.6. Amendment and Precedence. Neither this Agreement nor any right or obligation hereunder may be modified, amended, assigned, or discharged, except as expressly stated in this Agreement or by a written amendment signed by an authorized representative of each Party. Orders may propose additional commercial terms and conditions that apply to the Order of Product only if expressly accepted by Supplier in the order acknowledgment or via another written instrument. In case of a contradiction between or among an Order, this Agreement, or an applicable Sub-Agreement, the order of precedence in descending order, unless clearly stated otherwise, will be: (1) the Order, solely with regard to quantity, requested delivery date, and Product Price, (2) this Agreement, (3) the Master Supplier Quality Agreement and (4) an applicable Sub-Agreement. Except as provided above, any contrary terms and conditions contained in any documents issued in connection with the supply of Products or this Agreement

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are void and expressly without effect. No changes will be effective unless in writing and signed by an authorized representative of each Party.

Section 18.7. Further References to SDA. Sections 10.2 (Governing Law; Submission to Jurisdiction; Waiver of Jury Trial), 10.6 (Severability), and 10.14 (Amendments) of the SDA shall apply mutatis mutandis to the Agreement.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


PURCHASER

[●], a [●] [corporation]

By:
			Name:
			Title:

[SIGNATURE PAGE TO THE MASTER SUPPLY AGREEMENT]


SUPPLIER

[●]

By:
			Name:
			Title:

[SIGNATURE PAGE TO THE MASTER SUPPLY AGREEMENT]

Exhibit 10.12

STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT

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”).

WHEREAS, Parent currently owns all of the issued and outstanding shares of common stock, par value $0.01 per share, of SpinCo (“SpinCo Common Stock”);

WHEREAS, pursuant to the Separation and Distribution Agreement, dated as of [●], 2024, by and between Parent and SpinCo, Parent will distribute at least 80.1% of the issued and outstanding shares of SpinCo Common Stock to holders of shares of Parent common stock, on a pro rata basis (the “Distribution”);

WHEREAS, in connection with the Distribution, SpinCo will register shares of SpinCo Common Stock under the Exchange Act (as defined below) on a registration statement on Form 10;

WHEREAS, following the Distribution, Parent will effect dispositions of any shares of SpinCo Common Stock that are not distributed in the Distribution (such shares not distributed in the Distribution, the “Retained Shares”) through one or more transactions, including pursuant to one or more transactions Registered under the Securities Act (as such terms are defined below);

WHEREAS, SpinCo desires to grant to Parent the Registration Rights (as defined below) for the Registrable Securities (as defined below), subject to the terms and conditions of this Agreement; and

WHEREAS, Parent desires to grant to SpinCo a proxy to vote the Retained Shares in proportion to the votes cast by SpinCo’s other stockholders, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” means, when used with respect to a specified Person, another Person that controls, is controlled by, or is under common control with the Person specified; provided, however, that, for purposes of this Agreement, SpinCo and its Subsidiaries shall not be considered to be “Affiliates” of Parent and its Subsidiaries (other than SpinCo and its

Subsidiaries), and Parent and its Subsidiaries (other than SpinCo and its Subsidiaries) shall not be considered to be “Affiliates” of SpinCo or its Subsidiaries. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or other interests, by contract or otherwise.

“Block Trade” means an Underwritten Offering not involving any “road show” which is commonly known as a “block trade.”

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in St. Paul, Minnesota.

“Debt” means any indebtedness of any member of the Parent Group, including debt securities, notes, credit facilities, credit agreements and other debt instruments, including, in each case, any amounts due thereunder.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“Exchange Offer” means an exchange offer of Registrable Securities for outstanding securities of a Holder.

“Exchanges” means one or more Public Exchanges or Private Exchanges.

“Governmental Authority” means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, a government and any executive official thereof.

“Holder” means Parent or any of its Subsidiaries, so long as such Person holds any Registrable Securities, and any Person owning Registrable Securities who is a Permitted Transferee of rights under Section 4.3.

“Parent” has the meaning set forth in the preamble to this Agreement and shall include its successors, by merger, acquisition, reorganization or otherwise.

“Parent Group” means Parent and each Person that is a direct or indirect Subsidiary of Parent as of immediately following the Distribution, and each Person that becomes a Subsidiary of Parent after the Distribution (in each case other than any member of the SpinCo Group).

“Participating Banks” means such investment banks or other Persons that are not part of the Parent Group that engage, directly or indirectly, in any Exchange with one or more members of the Parent Group.

“Permitted Transferee” means any Transferee and any Subsequent Transferee.

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“Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“Private Exchange” means a private exchange pursuant to which one or more members of the Parent Group shall Sell some or all of their Registrable Securities to one or more Participating Banks in exchange, directly or indirectly, for any equity interest of Parent or the satisfaction of Debt, in a transaction or series of transactions not required to be registered under the Securities Act.

“Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus.

“Public Exchange” means a public exchange pursuant to which one or more members of the Parent Group shall Sell some or all of their Registrable Securities to one or more Participating Banks in exchange, directly or indirectly, for any equity interest of Parent or the satisfaction of Debt, in a transaction or series of transactions registered under the Securities Act.

“Registrable Securities” means any Retained Shares and any securities issued or issuable directly or indirectly with respect to, in exchange for, upon the conversion of or in replacement of the Retained Shares, whether by way of a dividend or distribution or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization. The term “Registrable Securities” excludes any security (i) the offering and Sale of which has been effectively Registered under the Securities Act and which has been Sold in accordance with a Registration Statement, or (ii) that has been Sold pursuant to Rule 144 (or any successor provision) under the Securities Act.

“Registration” means a registration with the SEC of the offer and Sale of any SpinCo Common Stock under a Registration Statement. The terms “Register,” “Registered” and “Registering” shall have a correlative meaning.

“Registration Expenses” means all expenses incident to SpinCo’s performance of or compliance with this Agreement, including all (i) registration, qualification and filing fees; (ii) expenses incurred in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, any Prospectus and any issuer free writing prospectus and the distribution thereof; (iii) the fees and expenses of SpinCo’s counsel and independent accountants (including the expenses of any comfort letters or costs associated with the delivery by SpinCo Group members’ independent certified public accountants of comfort letters customarily requested by underwriters); (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws and the preparation, printing and distribution of a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel); (v) the costs and charges of any transfer agent and any registrar; (vi) all expenses and application fees incurred in connection with any filing with, and clearance of an offering by, Financial Industry Regulatory Authority, Inc.; (vii) printing expenses, messenger, telephone and delivery expenses;

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(viii) internal expenses of SpinCo (including all salaries and expenses of employees of SpinCo performing legal or accounting duties); (ix) fees and expenses of listing any Registrable Securities on any securities exchange on which shares of SpinCo Common Stock are then listed; and (x) the reasonable fees and expenses of one legal counsel chosen by Parent or the Holders of a majority of the Registrable Securities included in a Demand Registration, Piggyback Registration or Shelf Registration (including Block Trades), as applicable; but excluding any underwriting discounts or commissions attributable to the Sale of any Registrable Securities, any fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder, any fees and expenses of any counsel to the underwriters or dealer managers and any stock transfer taxes.

“Registration Rights” means the rights of the Holders to cause SpinCo to Register Registrable Securities pursuant to this Agreement.

“Registration Statement” means any registration statement of SpinCo filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“Sale” means the direct or indirect transfer, sale, assignment or other disposition of a security. The terms “Sell” and “Sold” have correlative meanings.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“Shares” means all shares of SpinCo Common Stock that are beneficially owned by Parent or any Permitted Transferee from time to time, whether or not held immediately following the Distribution.

“Shelf Registration” means a Registration Statement of SpinCo for an offering to be made on a delayed or continuous basis of SpinCo Common Stock pursuant to Rule 415 under the Securities Act (or similar provisions then in effect).

“SpinCo” has the meaning set forth in the preamble to this Agreement and shall include its successors, by merger, acquisition, reorganization or otherwise.

“SpinCo Group” means SpinCo and each Person that is a direct or indirect Subsidiary of SpinCo as of immediately following the Distribution, and each Person that becomes a Subsidiary of SpinCo after the Distribution (in each case other than any member of the Parent Group).

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly

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or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“Underwritten Offering” means a Registration in which securities of SpinCo are Sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.

1.2 Other Defined Terms. The below terms have the definitions set forth in the sections of this Agreement indicated below.


Term	Section

Agreement	Preamble
Ancillary Filings		2.4(a)(i)
Blue Sky	2.4(a)(ix)
Chosen Courts			4.5(b)
Convertible or Exchange Registration			2.7(a)
Demand Registration			2.1(a)
Initial Distribution		Recitals
Initiating Holder			2.1(a)
Loss			2.9(a)
Losses			2.9(a)
Piggyback Registration			2.2(a)
Registration Period			2.1(c)
Retained Shares		Recitals
SpinCo Common Stock		Recitals
SpinCo Notice			2.1(a)
SpinCo Public Sale			2.2(a)
SpinCo Takedown Notice			2.1(f)
Subsequent Transferee			4.3(b)
Takedown Notice			2.1(f)
Transferee			4.3(b)

1.3 General Interpretive Principles. In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; (c) Article and Section references are to the Articles and Sections of this Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement (including this Agreement) shall be deemed to include the exhibits, schedules and annexes to such agreement; (e) the word “including” and words of similar import when used in this Agreement shall mean “including,

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without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (h) unless otherwise specified in a particular case, the word “days” refers to calendar days; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (j) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to [●], 2024. The titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement. The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

REGISTRATION RIGHTS

2.1 Registration.

(a) Request. Any Holder(s) of Registrable Securities (collectively, the “Initiating Holder”) shall have the right (including, for the avoidance of doubt, in connection with its rights pursuant to Section 2.7) to request that SpinCo file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by such Initiating Holder by delivering a written request to SpinCo specifying the aggregate number of shares of Registrable Securities such Initiating Holder wishes to Register (a “Demand Registration”). SpinCo shall (i) within five (5) Business Days of the receipt of such request, give written notice of such Demand Registration to all Holders of Registrable Securities (the “SpinCo Notice”), (ii) use its reasonable best efforts to prepare and file a Registration Statement as expeditiously as possible in respect of such Demand Registration and in any event within thirty (30) days of receipt of the request, and (iii) use its reasonable best efforts to cause such Registration Statement to become effective as expeditiously as possible. SpinCo shall include in such Registration all Registrable Securities that the Holders request to be included within the ten (10) days following their receipt of the SpinCo Notice.

(b) Limitations of Demand Registrations. There shall be no limitation on the number of Demand Registrations pursuant to Section 2.1(a); provided, however, that the Holder(s) may not require SpinCo to effect a Demand Registration within sixty (60) days after the effective date of a previous registration by SpinCo, other than a Shelf Registration, effected pursuant to this Section 2.1. In the event that any Person shall have received rights to Demand Registrations pursuant to Section 2.7 or Section 4.3, and such Person shall have made a Demand Registration request, such request shall be treated as having been made by the Holder(s). The Registrable Securities requested to be Registered pursuant to Section 2.1(a) must represent (i) an

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aggregate offering price of Registrable Securities that is reasonably expected to equal at least $100,000,000 (or its equivalent if the Registrable Securities are to be offered in an Exchange Offer) or (ii) all of the remaining Registrable Securities owned by the requesting Holder and its Affiliates.

(c) Effective Registration. SpinCo shall be deemed to have effected a Registration for purposes of Section 2.1(a) if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC, and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been Sold and (ii) (x) in case of a Registration Statement that is not a Shelf Registration Statement, sixty (60) days from the effective date of the Registration Statement, or (y) in the case of a Shelf Registration Statement on Form S-1, 12 months from the effective date of such Shelf Registration Statement, and (z) in the case of a Shelf Registration Statement on any other form, twenty four (24) months from the effective date of such Shelf Registration Statement (such period, as applicable, the “Registration Period”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement or dealer-manager agreement, if any, entered into in connection with such Registration are not satisfied by reason of any member of the SpinCo Group. If, during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority or the need to update or supplement the Registration Statement, the Registration Period shall be extended on a day-for-day basis for any period the Holder is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority or the need to update or supplement the Registration Statement.

(d) Underwritten Offering; Exchange Offer. If the Initiating Holder so indicates at the time of its request pursuant to Section 2.1(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering or an Exchange Offer and SpinCo shall include such information in the SpinCo Notice. In the event that the Initiating Holder intends to Sell the Registrable Securities by means of an Underwritten Offering or Exchange Offer, the right of any Holder to include Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering or Exchange Offer and the inclusion of such Holder’s Registrable Securities in the Underwritten Offering or Exchange Offer.

(e) Priority of Securities in an Underwritten Offering. If the managing underwriter or underwriters of a proposed Underwritten Offering, including an Underwritten Offering from a Shelf Registration, pursuant to this Section 2.1 informs the Holders with Registrable Securities in the proposed Underwritten Offering in writing that, in its or their opinion, the number of Registrable Securities requested to be included in such Underwritten Offering exceeds the number that can be Sold in such Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of the Registrable Securities offered or the market for the Registrable Securities offered, then the number of Registrable Securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the Registrable Securities to be included in such Underwritten Offering shall

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be: (i) first, Registrable Securities requested by the Parent Group to be included in such Underwritten Offering; (ii) second, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered; and (iii) third, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be Sold for the account of SpinCo) on a pro rata basis calculated based on the number of shares requested to be registered. In the event the Initiating Holder notifies SpinCo that such Registration Statement shall be abandoned or withdrawn, such Holder shall not be deemed to have requested a Demand Registration pursuant to Section 2.1(a), and the Holders shall not be deemed to have made a Demand Registration request pursuant to Section 2.1(a) and Section 2.1(c).

(f) Shelf Registration. At any time after the date hereof when SpinCo is eligible to Register the applicable Registrable Securities on Form S-3 (or a successor form) and Holders may request Demand Registrations, the requesting Holders may request SpinCo to effect a Demand Registration as a Shelf Registration. Any Holder of Registrable Securities included on a Shelf Registration shall have the right to request that SpinCo cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to SpinCo specifying the number of shares of Registrable Securities such Holder wishes to include in the shelf takedown (“Takedown Notice”). SpinCo shall (i) within five (5) Business Days of the receipt of a Takedown Notice for an Underwritten Offering, give written notice of such Takedown Notice to all Holders of Registrable Securities included on such Shelf Registration (“SpinCo Takedown Notice”), and (ii) take all actions reasonably requested by such Holder, including the filing of a Prospectus supplement and the other actions described in Section 2.4, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as possible. If the takedown is an Underwritten Offering, SpinCo shall include in such Underwritten Offering all Registrable Securities that the Holders request to be included within the two (2) days following their receipt of the SpinCo Takedown Notice. If the takedown is an Underwritten Offering, the Registrable Securities requested to be included in a shelf takedown must represent (i) an aggregate offering price of Registrable Securities that is reasonably expected to equal at least $100,000,000 or (ii) all of the remaining Registrable Securities owned by the requesting Holder and its Affiliates. Notwithstanding anything else to the contrary in this Agreement, the requirement to deliver a SpinCo Takedown Notice and the piggyback rights described in this Section 2.1(f) shall not apply to an Underwritten Offering that constitutes a Block Trade. There shall be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration; provided, that in no event shall SpinCo be required to effect, pursuant to this Section 2.1(f), during any 90-day period, more than (A) two Block Trades or (B) more than one Underwritten Offering that is not a Block Trade pursuant to a Takedown Notice (it being understood, for the avoidance of doubt, that a Takedown Notice shall not count as a Demand Registration request for purposes of the limit set forth in Section 2.1(b)).

(g) SEC Form. Except as set forth in the next sentence, SpinCo shall use its reasonable best efforts to cause Demand Registrations to be Registered on Form S-3 (or any successor form), and if SpinCo is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be Registered on Form S-1 (or any successor form) or Form S-4 (in the case of an Exchange Offer). If a Demand Registration is a Convertible or Exchange

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Registration, SpinCo shall effect such Registration on the appropriate Form under the Securities Act for such Registrations. SpinCo shall use its reasonable best efforts to become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use its reasonable best efforts to remain so eligible. All Demand Registrations shall comply with applicable requirements of the Securities Act and, together with each Prospectus included, filed or otherwise furnished by SpinCo in connection therewith, shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

2.2 Piggyback Registrations.

(a) Participation. If SpinCo proposes to file a Registration Statement under the Securities Act with respect to any offering of SpinCo Common Stock or other equity securities of SpinCo for its own account and/or for the account of any other Persons (other than a Registration (i) under Section 2.1 hereof, (ii) pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the Sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only SpinCo Common Stock being Registered is SpinCo Common Stock issuable upon conversion of debt securities that are also being Registered) (a “SpinCo Public Sale”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), SpinCo shall give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”).

Subject to Section 2.2(a) and Section 2.2(c), SpinCo shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within ten (10) days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, SpinCo shall determine for any reason not to Register or to delay Registration of such securities, SpinCo shall give written notice of such determination to each such Holder and, thereupon, (i) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and (ii) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of SpinCo Common Stock. No Registration effected under this Section 2.2 shall relieve SpinCo of its obligation to effect any Demand Registration under Section 2.1. If the offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this

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Section 2.2(a) shall, and SpinCo shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.1(a) shall, and SpinCo shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. SpinCo’s filing of a Shelf Registration shall not be deemed to be a SpinCo Public Sale; provided, however, that the proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of SpinCo Common Stock for its own account and/or for the account of any other Persons will be a SpinCo Public Sale unless such offering qualifies for an exemption from the SpinCo Public Sale definition in this Section 2.2(a); provided, further that if SpinCo files a Shelf Registration for its own account and/or for the account of any other Persons, SpinCo agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.

(b) Right to Withdraw. Each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in any Underwritten Offering pursuant to this Section 2.2 at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to SpinCo of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.

(c) Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs SpinCo and the Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be Sold in such Underwritten Offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced to such number that can be Sold without such adverse effect based on the recommendation of the managing underwriter or underwriters and the securities to be included in the Underwritten Offering shall be (i) first, all securities of SpinCo or any other Persons for whom SpinCo is effecting the Underwritten Offering, as the case may be, proposes to Sell; (ii) second, Registrable Securities requested by the Parent Group to be included in such Underwritten Offering; (iii) third, Registrable Securities requested by all other Holders to be included in such Underwritten Offering on a pro rata basis calculated based on the number of shares requested to be registered; and (iv) fourth, all other securities requested and otherwise eligible to be included in such Underwritten Offering (including securities to be Sold for the account of SpinCo) on a pro rata basis calculated based on the number of shares requested to be registered.

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2.3 Selection of Underwriter(s), Etc. In any Underwritten Offering or Exchange Offer pursuant to Section 2.1 or Section 2.2 that is not a SpinCo Public Sale, Parent or, in the event the Parent Group is not participating in such Underwritten Offering or Exchange Offer, the Holders of a majority of the outstanding Registrable Securities being included in the Underwritten Offering or Exchange Offer, shall select the underwriter(s), dealer-manager(s), financial printer, solicitation and/or exchange agent (if any) and counsel to the Holder(s) for such Underwritten Offering or Exchange Offer; provided, that Parent, or the Holders of a majority of the outstanding Registrable Securities, as applicable, shall consult with SpinCo and consider SpinCo’s suggestions, if any, in good faith in connection with such selection. In any SpinCo Public Sale, SpinCo shall select the underwriter(s), dealer-manager(s), financial printer, solicitation and/or exchange agent (if any) and Parent or, in the event Parent is not participating in such Underwritten Offering or Exchange Offer, the Holders of a majority of the outstanding Registrable Securities being included in the SpinCo Public Sale shall select counsel to the Holder(s).

2.4 Registration Procedures.

(a) In connection with the Registration and/or Sale of Registrable Securities pursuant to this Agreement, through an Underwritten Offering or otherwise, SpinCo shall use reasonable best efforts to effect or cause the Registration and the Sale of such Registrable Securities in accordance with the intended methods of Sale thereof and:

(i) prepare and file the required Registration Statement including all exhibits and financial statements and, in the case of an Exchange Offer, any document required under Rule 425 or Rule 165 with respect to such Exchange Offer (collectively, the “Ancillary Filings”) required under the Securities Act to be filed therewith, and before filing with the SEC a Registration Statement or Prospectus, or any amendments or supplements thereto, (A) furnish to the underwriters or dealer-managers, if any, and to the Holders, copies of all documents prepared to be filed, which documents shall be subject to the review and comment of such underwriters or dealer-managers and such Holders and their respective counsel, and provide such underwriters or dealers managers, if any, and such Holders and their respective counsel reasonable time to review and comment thereon and (B) not file with the SEC any Registration Statement or Prospectus or amendments or supplements thereto or any Ancillary Filing to which the Holders or the underwriters or dealer-managers, if any, shall reasonably object;

(ii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the Sale of all of the Shares Registered thereon for the time periods provided by this Agreement;

(iii) notify the participating Holders and the managing underwriter or underwriters or dealer-managers, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by SpinCo (A) when the applicable Registration Statement or

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any amendment thereto has been filed or becomes effective, when the applicable Prospectus or any amendment or supplement to such Prospectus has been filed, or any Ancillary Filing has been filed, (B) of any written comments by the SEC or any request by the SEC or any other Governmental Authority for amendments or supplements to such Registration Statement or such Prospectus or any Ancillary Filing or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order preventing or suspending the use of any preliminary or final Prospectus or any Ancillary Filing or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of SpinCo in any applicable underwriting agreement or dealer-manager agreements cease to be true and correct in all material respects, and (E) of the receipt by SpinCo of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or Sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(iv) promptly notify each selling Holder and the managing underwriter or underwriters or dealer-managers, if any, when SpinCo becomes aware of the occurrence of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in effect) or any Ancillary Filing contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus and any preliminary Prospectus, in light of the circumstances under which they were made) not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus or any Ancillary Filing in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without charge to the selling Holder and the managing underwriter or underwriters or dealer-managers, if any, an amendment or supplement to such Registration Statement or Prospectus or any Ancillary Filing which will correct such statement or omission or effect such compliance;

(v) use its reasonable best efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any preliminary or final Prospectus;

(vi) promptly incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters or dealer-managers, if any, and the Holders may reasonably request in order to permit the intended method of distribution of the Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(vii) furnish to each selling Holder and each underwriter or dealer-manager, if any, without charge, as many conformed copies as such Holder or underwriter or dealer-manager may reasonably request of the applicable Registration

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Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(viii) deliver to each selling Holder and each underwriter or dealer-manager, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Holder or underwriter or dealer-manager may reasonably request (it being understood that SpinCo consents to the use of such Prospectus or any amendment or supplement thereto by each selling Holder and the underwriters or dealer-managers, if any, in connection with the offering and Sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto) and such other documents as such selling Holder or underwriter or dealer-manager may reasonably request in order to facilitate the Sale of the Registrable Securities by such Holder or underwriter or dealer-manager;

(ix) on or prior to the date on which the applicable Registration Statement is declared effective or becomes effective, use its reasonable best efforts to register or qualify, and cooperate with each selling Holder, the managing underwriter or underwriters or dealer-managers, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and Sale under the securities or “Blue Sky” laws of each state and other jurisdiction of the United States as any selling Holder or managing underwriter or underwriters or dealer-managers, if any, or their respective counsel reasonably request, and in any foreign jurisdiction mutually agreeable to SpinCo and the participating Holders, in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and so as to permit the continuance of Sales and dealings in such jurisdictions of the United States for so long as may be necessary to complete the distribution of the Registrable Securities covered by the Registration Statement; provided that SpinCo will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(x) in connection with any Sale of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with each participating Holder and the managing underwriter or underwriters or dealer-managers, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be Sold and not bearing any restrictive Securities Act legends; and to register such Registrable Securities in such denominations and such names as such selling Holder or the underwriters or dealer-managers, if any, may request at least two (2) Business Days prior to such Sale of Registrable Securities; provided that SpinCo may satisfy its obligations hereunder without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System;

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(xi) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and each securities exchange, if any, on which any of SpinCo’s securities are then listed or quoted and on each inter-dealer quotation system on which any of SpinCo’s securities are then quoted, and in the performance of any due diligence investigation by any underwriter or dealer-manager (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of each such exchange, and use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters or dealer-managers, if any, to consummate the Sale of such Registrable Securities;

(xii) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company; provided that SpinCo may satisfy its obligations hereunder without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System;

(xiii) obtain for delivery to and addressed to each selling Holder and to the underwriter or underwriters or dealer-managers, if any, opinions from outside counsel and the general counsel for SpinCo, in each case dated the effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the closing under the underwriting agreement or, in the event of an Exchange Offer, the date of the closing under the dealer-manager agreement or similar agreement or otherwise, and in each such case in customary form and content for the type of Underwritten Offering or Exchange Offer, as applicable;

(xiv) in the case of an Underwritten Offering or Exchange Offer, obtain for delivery to and addressed to SpinCo and the underwriter or underwriters or dealer-managers and, to the extent requested, each participating Holder, a comfort letter from SpinCo’s or other applicable independent certified public accountants in customary form and content for the type of Underwritten Offering or Exchange Offer, dated the date of execution of the underwriting agreement or dealer-manager agreement, or, if none, the date of commencement of the Exchange Offer, and brought down to the closing, whether under the underwriting agreement or dealer-manager agreement, if applicable, or otherwise;

(xv) in the case of an Exchange Offer that does not involve a dealer-manager, provide to each participating Holder such customary written representations and warranties or other covenants or agreements as may be requested by any participating Holder comparable to those that would be included in an underwriting agreement or dealer-manager agreement;

(xvi) use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon

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as reasonably practicable, but no later than ninety (90) days after the end of the twelve (12)-month period beginning with the first day of SpinCo’s first quarter commencing after the effective date of the applicable Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder and covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the Registration Statement;

(xvii) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xviii) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of SpinCo’s securities are then listed or quoted and on each inter-dealer quotation system on which any of SpinCo’s securities are then quoted;

(xix) provide (A) each Holder participating in the Registration, (B) the underwriters (which term, for purposes of this Agreement, shall include a Person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act), if any, of the Registrable Securities to be Registered, (C) the Sale or placement agent therefor, if any, (D) the dealer-manager therefor, (E) counsel for such underwriters or agent or dealer-manager, and (F) any attorney, accountant or other agent or representative retained by such Holder or any such underwriter or dealer-manager, as selected by such Holder, the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment or supplement thereto, and to require the insertion therein of material, furnished to SpinCo in writing, which in the reasonable judgment of such Holder(s) and their counsel should be included; and for a reasonable period prior to the filing of such Registration Statement, upon receipt of such confidentiality agreements as SpinCo may reasonably request, make available upon reasonable notice at reasonable times and for reasonable periods for inspection by the parties referred to in (A) through (F) above, all pertinent financial and other records, pertinent corporate and other documents and properties of SpinCo that are available to SpinCo, and cause all of SpinCo’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available at reasonable times and for reasonable periods to discuss the business of SpinCo and to supply all information available to SpinCo reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility, subject to the foregoing;

(xx) to cause the executive officers of SpinCo to participate in customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters or dealer-managers in any Underwritten Offering or Exchange Offer and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto;

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(xxi) comply with all requirements of the Securities Act, Exchange Act and other applicable laws, rules and regulations, as well as applicable stock exchange rules; and

(xxii) take all other customary steps reasonably necessary to effect the Registration, offering and Sale of the Registrable Securities.

(b) As a condition precedent to any Registration hereunder, SpinCo may require each Holder as to which any Registration is being effected to furnish to SpinCo such information regarding the distribution of such securities and such other information relating to such Holder, its ownership of Registrable Securities and other matters as SpinCo may from time to time reasonably request in writing. Each such Holder agrees to furnish such information to SpinCo and to cooperate with SpinCo as reasonably necessary to enable SpinCo to comply with the provisions of this Agreement.

(c) Parent agrees, and any other Holder agrees by acquisition of such Registrable Securities, that, upon receipt of any written notice from SpinCo of the occurrence of any event of the kind described in Section 2.4(a)(iv), such Holder will forthwith discontinue the Sale of Registrable Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.4(a)(iv), or until such Holder is advised in writing by SpinCo that the use of the Prospectus may be resumed, and if so directed by SpinCo, such Holder will deliver to SpinCo (at SpinCo’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event SpinCo shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 2.4(a)(iv) or is advised in writing by SpinCo that the use of the Prospectus may be resumed.

2.5 Holdback Agreements. To the extent requested in writing by the managing underwriter or underwriters of any Underwritten Offering, SpinCo agrees not to, and shall exercise reasonable best efforts to obtain agreements (in the underwriters’ customary form) from its directors, executive officers and any beneficial owner or owners of five percent (5%) or more of SpinCo Common Stock that has a representative on the board of directors of SpinCo not to, directly or indirectly offer, Sell, pledge, contract to Sell (including any short Sale), grant any option to purchase or otherwise Sell any equity securities of SpinCo or enter into any hedging transaction relating to any equity securities of SpinCo during the ninety (90) days beginning on pricing date of such Underwritten Offering (except as part of such Underwritten Offering or any distribution or pursuant to registrations on Form S-8 or S-4 or any successor forms thereto) unless the managing underwriter or underwriters otherwise agree to a shorter period.

2.6 Underwritten Offerings; Exchange Offers. If requested by the managing underwriters for any Underwritten Offering or dealer-managers for any Exchange Offer, SpinCo shall enter into an underwriting agreement or dealer-manager agreement with such underwriters

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or dealer-managers for such offering; provided, however, that no Holder shall be required to make any representations or warranties to SpinCo or the underwriters or dealer-managers (other than representations and warranties regarding such Holder and such Holder’s intended method of distribution) or to undertake any indemnification obligations to SpinCo or the underwriters or dealer-managers with respect thereto, except as otherwise provided in Section 2.9 hereof.

2.7 Convertible or Exchange Registration; Registration Rights with Participating Banks.

(a) If any Holder of Registrable Securities offers any options, rights, warrants or other securities issued by it or any other Person that are offered with, convertible into or exercisable or exchangeable for any Registrable Securities, the Registrable Securities underlying such options, rights, warrants or other securities shall be eligible for Registration pursuant to Section 2.1 and Section 2.2 hereof (a “Convertible or Exchange Registration”).

(b) If one or more members of the Parent Group decides to engage, directly or indirectly, in an Exchange with one or more Participating Banks, SpinCo shall, upon Parent’s request, enter into a registration rights agreement with the Participating Banks in connection with such Exchange, as applicable, on terms and conditions consistent with this Agreement (other than the voting provisions contained in Article III hereof) and reasonably satisfactory to SpinCo and the Parent Group.

2.8 Registration Expenses Paid By SpinCo. In the case of any Registration of Registrable Securities required pursuant to this Agreement (including any Registration that is delayed or withdrawn) or proposed Underwritten Offering pursuant to this Agreement, SpinCo shall pay all Registration Expenses regardless of whether the Registration Statement becomes effective or the Underwritten Offering is completed.

2.9 Indemnification.

(a) Indemnification by SpinCo. SpinCo agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder, such Holder’s Affiliates and their respective officers, directors, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that SpinCo has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they

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were made) not misleading; provided, however, that SpinCo shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to SpinCo by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability SpinCo may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

(b) Indemnification by the Selling Holder. Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, SpinCo, its directors, officers, employees, advisors, and agents and each Person who controls SpinCo (within the meaning of the Securities Act and the Exchange Act) from and against any Losses arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus that SpinCo has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading to the extent, but, in each case (i) or (ii), only to the extent, that such untrue statement or omission is made in reliance upon and conformity with any information furnished in writing by such selling Holder to SpinCo specifically for inclusion in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder (or the fair value of the security received in an Exchange Offer) under the Sale of the Registrable Securities giving rise to such indemnification obligation. This indemnity shall be in addition to any liability the selling Holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of SpinCo or any indemnified party.

(c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent that it is materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed in writing to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to

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indemnification hereunder and employ counsel reasonably satisfactory to such Person, (iii) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (iv) in the reasonable judgment of any such Person, based upon advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent, but such consent may not be unreasonably withheld, conditioned or delayed. If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party, which consent may not be unreasonably withheld, conditioned or delayed. No indemnifying party shall consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm at any one time (in addition to local counsel) from all such indemnified party or parties unless (x) the employment of more than one counsel has been authorized in writing by the indemnified party or parties, (y) an indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict or potential conflict exists or may exist (based on advice of counsel to an indemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.

(d) Contribution. If for any reason the indemnification provided for in Section 2.9(a) or Section 2.9(b) is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by Section 2.9(a) or Section 2.9(b), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. Notwithstanding anything in this Section 2.9(d) to the contrary, no indemnifying party (other than SpinCo) shall be required pursuant to this Section 2.9(d) to contribute any amount in excess of the amount by which the net proceeds received by such indemnifying party from the Sale of Registrable Securities in the offering to which the Losses of the indemnified parties relate (before deducting expenses, if any) exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant

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to this Section 2.9(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.9(d). Notwithstanding the provisions of this Section 2.9(d), no selling Holder hereunder shall be required to contribute any amount in excess of the dollar amount of the net proceeds received by such Holder (or the fair value of the security received in an Exchange Offer) under the Sale of the Registrable Securities giving rise to such indemnification obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party hereunder shall be deemed to include, for purposes of this Section 2.9(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding. If indemnification is available under this Section 2.9, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.9(a) and Section 2.9(b) hereof without regard to the relative fault of said indemnifying parties or indemnified party.

2.10 Reporting Requirements; Rule 144. Until the expiration or termination of this Agreement in accordance with its terms, SpinCo shall be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and any other applicable laws or rules, and shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If SpinCo is not required to file such reports, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit Sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to Sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the first anniversary of the date upon which no Holder owns any Registrable Securities, SpinCo shall forthwith upon request furnish any Holder (i) a written statement by SpinCo as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of SpinCo, and (iii) such other reports and documents filed by SpinCo with the SEC as such Holder may reasonably request in availing itself of an exemption for the Sale of Registrable Securities without registration under the Securities Act.

2.11 Other Registration Rights. SpinCo shall not grant to any Persons the right to request SpinCo to Register any equity securities of SpinCo, or any securities convertible or exchangeable into or exercisable for such securities, whether pursuant to “demand,” “piggyback,” or other rights, unless such rights are subject and subordinate to the rights of the Holders under this Agreement.

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ARTICLE III

VOTING RESTRICTIONS

3.1 Voting of SpinCo Common Stock.

(a) From the date of the Distribution until the date that the Parent Group ceases to own any Retained Shares, Parent shall, and shall cause each member of the Parent Group to (in each case, to the extent that they own any Retained Shares), be present, in person or by proxy, at each and every SpinCo stockholder meeting, and otherwise to cause all Retained Shares owned by them to be counted as present for purposes of establishing a quorum at any such meeting, and to vote or consent on any matter (including waivers of contractual or statutory rights), or cause to be voted or consented on any such matter, all such Retained Shares in proportion to the votes cast by the other holders of shares of SpinCo Common Stock on such matter.

(b) From the date of the Distribution until the date that the Parent Group ceases to own any Retained Shares, Parent hereby grants, and shall cause each member of the Parent Group (in each case, to the extent that they own any Retained Shares) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy to SpinCo or its designees, to vote, with respect to any matter (including waivers of contractual or statutory rights), all Retained Shares owned by them, in proportion to the votes cast by the other holders of shares of SpinCo Common Stock on such matter; provided that (i) such proxy shall automatically be revoked as to a particular Retained Share upon any Sale of such Retained Share from a member of the Parent Group to a Person other than a member of the Parent Group and (ii) nothing in this Section 3.1(b) shall limit or prohibit any such Sale.

ARTICLE IV

MISCELLANEOUS

4.1 Term. This Agreement shall terminate upon such time as there are no Registrable Securities, except for the provisions of Section 2.8 and Section 2.9 and all of this Article IV, which shall survive any such termination.

4.2 Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and except as provided herein, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by certified mail, return receipt requested, by electronic mail (“e-mail”), so long as confirmation of receipt of such e-mail is requested and received, to the

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respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 4.2):

To Parent:

3M Company

3M Center

St. Paul, Minnesota 55144

Attention: [●]

E-mail: [●]

To SpinCo:

Solventum Corporation

[●]

Attention: [●]

E-mail: [●]

A party may, by notice to the other party, change the address to which such notices are to be given or made.

4.3 Successors, Assigns and Transferees.

(a) The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the parties and their respective successors and permitted assigns. SpinCo may assign this Agreement at any time in connection with a Sale or acquisition of SpinCo, whether by merger, consolidation, Sale of all or substantially all of SpinCo’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of SpinCo’s rights and obligations under this Agreement. Parent may assign this Agreement to any member of the Parent Group or at any time in connection with a sale or acquisition of Parent, whether by merger, consolidation, sale of all or substantially all of Parent’s assets, or similar transaction, without the consent of SpinCo.

(b) In connection with the Sale of Registrable Securities, Parent may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following transferees in such Sale: (i) a member of the Parent Group to which Registrable Securities are Sold, (ii) one or more Participating Banks to which Registrable Securities are Sold, (iii) any other transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent (not to be unreasonably withheld, conditioned or delayed) to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (iv) any other transferee that acquires at least five percent (5%) of the outstanding shares of SpinCo Common Stock immediately following the completion of the Distribution; provided, that in the case of clauses (i), (ii), (iii) or (iv), (x) SpinCo is given written notice prior

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to or at the time of such Sale stating the name and address of the transferee and identifying the securities with respect to which the Registration-related rights and obligations are being Sold and (y) the transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such transferee in such Sale, a “Transferee”). In connection with the Sale of Registrable Securities, a Transferee or Subsequent Transferee (as defined below) may assign its Registration-related rights and obligations under this Agreement relating to such Registrable Securities to the following subsequent transferees: (A) an Affiliate of such Transferee to which Registrable Securities are Sold, (B) any subsequent transferee to which Registrable Securities are Sold, if SpinCo provides prior written consent to the transfer of such Registration-related rights and obligations along with the Sale of Registrable Securities or (C) any other subsequent transferee that acquires at least five percent (5%) of the outstanding shares of SpinCo Common Stock immediately following the completion of the Distribution; provided, that in the case of clauses (A), (B) or (C), (x) SpinCo is given written notice prior to or at the time of such Sale stating the name and address of the subsequent transferee and identifying the securities with respect to which the Registration-related rights and obligations are being assigned and (y) the subsequent transferee executes a counterpart in the form attached hereto as Exhibit A and delivers the same to SpinCo (any such subsequent transferee, a “Subsequent Transferee”).

4.4 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the parties.

4.5 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement (and any claims or disputes arising out of or related hereto or to the inducement of any party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies.

(b) Each party irrevocably agrees that any litigation relating to any dispute with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely in the case that the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within

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the State of Delaware) (the “Chosen Courts”). Each of the parties hereto hereby irrevocably submits with regard to any such dispute for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any dispute with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the Chosen Courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by applicable law, any claim that (A) the dispute in such court is brought in an inconvenient forum, (B) the venue of such dispute is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each Party hereby consents to the service of process in accordance with Section 4.2; provided that (x) nothing herein shall affect the right of any party to serve legal process in any other manner permitted by law and (y) each such party’s consent to jurisdiction and service contained in this Section 4.5(b) is solely for the purpose referred to in this Section 4.5(b) and shall not be deemed to be a general submission to said courts or in the State of Delaware other than for such purpose.

(c) EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.6 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, SpinCo and the Holders of a majority of the Registrable Securities shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties, provided that if Parent or any of its Affiliates owns Registrable Securities, no change to this Agreement will be effected without the written consent of Parent if such amendment or waiver adversely affects the rights of Parent or such Affiliates of Parent.

4.7 Amendment; Waiver.

(a) This Agreement may not be amended or modified and waivers and consents to departures from the provisions hereof may not be given, except by an instrument or instruments in writing making specific reference to this Agreement and signed by SpinCo and the Holders of a majority of the Registrable Securities; provided that if Parent or any of its Affiliates owns Registrable Securities, no amendment to or waiver of any provision in this Agreement will be effected without the written consent of Parent if such amendment or waiver adversely affects the rights of Parent or such Affiliates of Parent.

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(b) Waiver by a party of any default by the other party of any provision of this Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of the other party. No failure or delay by a party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

4.8 Registrations, Exchanges, etc. Notwithstanding anything to the contrary that may be contained in this Agreement, the provisions of this Agreement shall apply to the full extent set forth herein with respect to (a) any shares of SpinCo Common Stock, now or hereafter authorized to be issued, (b) any and all securities of SpinCo into which the shares of SpinCo Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by SpinCo and (c) any and all securities of any kind whatsoever of SpinCo or any successor or permitted assign of SpinCo (whether by merger, consolidation, Sale of assets or otherwise) which may be issued on or after the date hereof in respect of, in conversion of, in exchange for or in substitution of, the shares of SpinCo Common Stock, and shall be appropriately adjusted for any stock dividends, or other distributions, stock splits or reverse stock splits, combinations, recapitalizations, mergers, consolidations, exchange offers or other reorganizations occurring after the date hereof.

4.9 Further Assurances. In addition to the actions specifically provided for elsewhere in this Agreement, but subject to the express limitations of this Agreement, each of the parties shall use reasonable best efforts, prior to, on and after the Distribution, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws and agreements to consummate, make effective, the transactions contemplated by this Agreement.

4.10 Third-Party Beneficiaries. Except for any Person expressly entitled to indemnification rights under this Agreement, (a) the provisions of this Agreement are solely for the benefit of the parties hereto and are not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

4.11 Counterparts. This Agreement may be executed in one (1) or two (2) counterparts, all of which shall be considered one and the same agreement, and shall become effective when one (1) or two (2) counterparts have been signed by the two parties and delivered to the other party. Each party acknowledges that it and the other party may execute this Agreement by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by e-mail in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by e-mail in portable document format

-25-

(PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

[The remainder of page intentionally left blank. Signature page follows.]

-26-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.


			3M COMPANY


			By:
									Name:
									Title:


			SOLVENTUM CORPORATION


			By:
									Name:
									Title:

[Signature Page to Stockholder and Registration Rights Agreement]

Exhibit 99.1

[ ], 2024

Dear 3M Company Shareholder:

On July 26, 2022, 3M Company (“3M”) announced its plan to separate its health care business into an independent public company. The separation will occur through a pro rata distribution by 3M of at least 80.1% of the outstanding shares of common stock of a newly formed company, Solventum Corporation (“Solventum”), which will hold 3M’s health care business.

The separation will result in two world-class public companies well-positioned to pursue their respective growth plans. As leading standalone companies, 3M and Solventum are each expected to benefit from (i) the ability to pursue tailored capital allocation strategies and make company-specific investment decisions to drive innovation and growth; (ii) enhanced management focus, with each public company having distinct boards and management teams with relevant expertise able to focus on strengthening its business; (iii) improved operational agility and focus, enabling each of 3M and Solventum to pursue its distinct operating priorities and strategies with increased flexibility to act based on its unique characteristics, better positioning each for long-term success; (iv) greater access to capital through the creation of distinct and compelling investment profiles appealing to different long-term investor bases; (v) independent equity currencies, enabling each company to use its own industry-focused stock to consummate future acquisitions or other transactions; and (vi) enhanced recruitment and retention, including by aligning employee, management, and board incentives with performance. We expect that 3M will remain a leading global material science innovator serving diverse end markets, with global science and technology and manufacturing capabilities, and a portfolio of iconic brands. 3M will continue to leverage its innovation to capitalize on customer opportunities aligned with key global megatrends, such as electronics, safety, mobility, digitization, home improvement, and sustainability.

Following the distribution, 3M will own up to 19.9% of the outstanding shares of Solventum common stock. Each 3M shareholder as of the close of business on [ ], 2024, the record date for the distribution, will receive [ ] shares of Solventum common stock for each share of 3M common stock held by such shareholder as of such time, with cash paid in lieu of fractional shares. Solventum common stock issued in the distribution will be issued in book-entry form only, which means that no physical share certificates will be issued.

For U.S. federal income tax purposes, the distribution is intended to be generally tax-free to 3M shareholders.

No vote of 3M shareholders is required for the distribution. You do not need to take any action to receive shares of Solventum common stock to which you are entitled as a 3M shareholder, and you do not need to pay any consideration or surrender or exchange your 3M common stock or take any other action to receive your shares of Solventum common stock.

Solventum intends to apply to have its common stock authorized for listing on the [ ] under the symbol “[ ].” Following the distribution, 3M common stock will continue to trade on the New York Stock Exchange under the symbol “MMM.”

We encourage you to read the attached information statement, which is being made available to all 3M shareholders as of the record date for the distribution. The information statement describes the distribution in detail and contains important business and financial information about Solventum, including its historical financial statements.

We believe the separation provides tremendous opportunities for our businesses, as we work to continue to build long-term value. We appreciate your continuing support of 3M and look forward to your future support of 3M and Solventum.


Sincerely,

Michael F. Roman
Chairman and Chief Executive Officer
3M Company

Dear Future Solventum Shareholder:

I am excited to welcome you as a shareholder of Solventum when we become an independent company after completion of the planned spin-off from 3M. Solventum is a leading global healthcare company with a broad and diverse portfolio across four operating segments. Our solutions are relied on every day within the global healthcare industry, and we believe they contribute to higher-quality patient care, more efficient processes and workflows, and improved standards of safety and accuracy. Our 70+ year history of discovering and innovating advanced solutions helps us solve our customers’ toughest challenges.

Our team is guided by our mission to deliver better, smarter, safer healthcare to improve lives. We are proud of the strengths and long heritage of innovation our team brings to Solventum from its history with 3M and plan to build on those strengths.

We believe Solventum is a proven global leader in large, diverse and growing markets with a wide portfolio of strong, reputable brands and long-standing customer relationships. We believe that our technology platforms and innovation expertise, our leading digital and data science capabilities and business models, supported by our global scale and reach and strong manufacturing expertise, will position us for continued growth and value creation. With our cash flow generation capability and attractive margins, we believe we will be able to reduce leverage, reinvest in our business, accelerate growth through M&A over time, and return capital to shareholders.

As we become an independent company, we will be better suited to recruit experienced talent from healthcare, operate with increased agility as a smaller, more nimble organization, enhance our focus within our portfolios, and allocate our capital and resources to drive our growth strategies.

We plan to list our common stock on [ ] under the symbol “[ ].” I encourage you to learn more about Solventum by reading the attached information statement.

I am personally looking forward to this unique opportunity to introduce a leading healthcare company to you, and to earn your support and trust as a shareholder as we continue to work to deliver better, smarter, safer healthcare to improve lives and move healthcare forward.

Sincerely,

Bryan Hanson

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.

Preliminary and Subject to Completion, Dated February 20, 2024

INFORMATION STATEMENT

Solventum Corporation

This information statement is being furnished in connection with the distribution by 3M Company (“3M”) to its shareholders of at least 80.1% of the outstanding shares of common stock of Solventum Corporation (“Solventum”), a wholly owned subsidiary of 3M that will hold 3M’s health care business. 3M will distribute at least 80.1% of the shares of Solventum common stock on a pro rata basis to 3M shareholders in a distribution that is intended to qualify as generally tax-free to 3M shareholders for U.S. federal income tax purposes. Following the distribution, Solventum will be a separate publicly traded company, and 3M will initially own up to 19.9% of the outstanding shares of Solventum common stock.

For each share of 3M common stock held of record by you as of the close of business on [ ], 2024, which is the record date for the distribution, you will receive [ ] shares of Solventum common stock. You will receive cash in lieu of any fractional shares of Solventum common stock that you would have received after application of the above ratio. As discussed under “The Separation and Distribution—Trading Between the Record Date and Distribution Date,” if you sell your shares of 3M common stock in the “regular-way” market after the record date and before the distribution date, you also will be selling your right to receive shares of Solventum common stock in connection with the distribution. We expect the shares of Solventum common stock to be distributed by 3M to you at 12:01 a.m., Eastern Time, on [ ]. We refer to the date of the distribution of the Solventum common stock as the “distribution date.”

Until the separation and distribution occur, Solventum will be a wholly owned subsidiary of 3M, and consequently, 3M will have the sole and absolute discretion to determine and change the terms of the separation (or to terminate the separation).

No vote of 3M shareholders is required for the distribution. Therefore, you are not being asked for a proxy, and you are requested not to send 3M a proxy, in connection with the distribution. You do not need to pay any consideration, exchange or surrender your existing shares of 3M common stock or take any other action to receive your shares of Solventum common stock.

There is no current trading market for Solventum common stock, although we expect that a limited market, commonly known as a “when-issued” trading market, will develop on or shortly before [ ], and we expect “regular-way” trading of Solventum common stock to begin on the first trading day following the completion of the distribution. Solventum intends to apply to have its common stock listed on [ ] under the symbol “[ ].” Following the distribution, 3M common stock will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “MMM.”

In reviewing this information statement, you should carefully consider the matters described under the section entitled “Risk Factors” beginning on page 39.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is [ ].

This information statement will be made publicly available on or about [ ]. Notice of this information statement’s availability will be first sent to 3M shareholders on or about [ ].

TABLE OF CONTENTS


			Page
Questions and Answers About the Separation and Distribution			1
Information Statement Summary			10
Summary Historical and Unaudited Combined Pro Forma Financial Information			37
Risk Factors			39
Cautionary Note Regarding Forward-Looking Statements			71
The Separation and Distribution			73
Dividend Policy			81
Capitalization			82
Unaudited Pro Forma Condensed Combined Financial Information			83
Business			93
Management’s Discussion and Analysis of Financial Condition and Results of Operations			145
Management			164
Directors			166
Executive Compensation			179
Compensation Discussion and Analysis			179
Executive Compensation Tables			212
Expected Solventum Compensation Programs			227
Certain Relationships and Related Party Transactions			236
Material U.S. Federal Income Tax Consequences			248
Description of Material Indebtedness			252
Security Ownership of Certain Beneficial Owners and Management			254
Description of Solventum Capital Stock			255
Where You Can Find More Information			259
Index to the Financial Statements			F-1
Appendix A to Executive Compensation: Supplemental Consolidated Statement of Income Information			A-1

Non-GAAP Financial Data

Except for the 3M financial information presented in the section entitled “Executive Compensation” and Appendix A to Executive Compensation, all financial information presented in this information statement is derived from the historical combined financial statements included elsewhere in this information statement. All financial information presented in this information statement has been prepared in U.S. Dollars in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), except for the presentation of the following non-GAAP financial measures: Adjusted Operating Income, Adjusted Operating Income Margin, Free Cash Flow; and the following non-GAAP financial measures in the section entitled “Executive Compensation” (collectively, the “Executive Compensation Related Non-GAAP Metrics”): adjusted earnings per share, adjusted free cash flow, return on invested capital and operating cash flow conversion.

We present Adjusted Operating Income, Adjusted Operating Income Margin, and Free Cash Flow in this information statement because we believe such measures provide investors with additional information to measure our performance and liquidity. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for an explanation on why we use these non-GAAP financial measures, their definitions, and their limitations.

We present the Executive Compensation Related Non-GAAP Metrics in this information statement because we believe such measures provide investors with additional information on the metrics 3M has used to determine the compensation of 3M’s named executive officers (who functioned as named executive officers of the Solventum

business since the Health Care Business was conducted as part of the broader 3M Business in 2022). Please refer to Appendix A to Executive Compensation for a reconciliation of these non-GAAP financial measures with the most directly comparable GAAP financial measures.

Presentation of Information

Unless the context otherwise requires:

•Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement about Solventum assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution.

•References in this information statement to “Solventum,” “we,” “us,” “our,” “our company” and “the Company” refer to Solventum Corporation, a Delaware corporation, and its subsidiaries.

•References in this information statement to “3M” refer to 3M Company, a Delaware corporation, and its consolidated subsidiaries, including the Health Care Business prior to completion of the separation, unless the context otherwise requires or unless otherwise specified.

•References in this information statement to the “Health Care Business” refer to the health care business of 3M as defined in the historical combined financial statements included in this information statement.

•References in this information statement to the “3M Business” refer to 3M’s businesses other than the Health Care Business.

•References in this information statement to the “separation” refer to the separation of the Health Care Business from 3M’s other businesses and the creation, as a result of the distribution, of an independent, publicly traded company, Solventum, to hold the assets and liabilities associated with the Health Care Business after the distribution.

•References in this information statement to the “distribution” refer to the distribution by 3M of at least 80.1% of Solventum’s issued and outstanding shares of common stock to 3M shareholders as of the close of business on [ ], 2024, which is the record date for the distribution.

•References in this information statement to Solventum’s per share data assume a distribution ratio of [ ] shares of Solventum common stock for each share of 3M common stock.

•References in this information statement to Solventum’s historical assets, liabilities, products, businesses or activities generally refer to the historical assets, liabilities, products, businesses or activities of the Health Care Business as conducted by 3M prior to the completion of the separation.

•References in this information statement to the “separation and distribution agreement” refer to the separation and distribution agreement to be entered into between Solventum and 3M, that will, among other things, contain the key provisions relating to the separation of the Health Care Business from the remaining businesses of 3M and the distribution of at least 80.1% of the outstanding shares of Solventum’s common stock to holders of 3M common stock entitled to such distribution.

•References in this information statement to “PFAS” refer to any per- or poly-fluoroalkyl substance that contains at least one fully fluorinated methyl or methylene carbon atom (without any hydrogen, chlorine, bromine, or iodine atom attached to it).

Trademarks, Trade Names and Service Marks

The trademarks, trade names and service marks of Solventum appearing in this information statement are, as applicable, our property, licensed to us or, prior to the completion of the distribution, the property of 3M. The name and mark, 3M, and other trademarks, trade names and service marks of 3M appearing in this information statement are the property of 3M. Solely for convenience, trademarks, trade names and service marks referred to in this

information statement may appear without the “®”, “™” or “℠” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. This information statement also contains additional trademarks, trade names and service marks belonging to other parties. We do not intend our use or display of these other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, such other parties.

Industry Information

Unless indicated otherwise, the information concerning the industries in which Solventum participates contained in this information statement is based on Solventum’s general knowledge of and expectations concerning the industry. Solventum’s competitive position and industry size are based on estimates using Solventum’s internal data and estimates, data from various industry analyses, our internal research and adjustments and assumptions that we believe to be reasonable. Further, Solventum’s estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in the estimates and assumptions.

iii

QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION


What is Solventum and why is 3M separating the Health Care Business and distributing Solventum common stock?			Solventum, which is currently a wholly owned subsidiary of 3M, was formed to hold the Health Care Business. 3M intends to separate Solventum from the rest of 3M by distributing at least 80.1% of the outstanding Solventum common stock to 3M shareholders on a pro rata basis as of the record date for the distribution. The separation of Solventum from 3M is intended, among other things, to enable each company to pursue tailored capital allocation strategies and make company-specific investment decisions to drive innovation and growth, enhance management focus, and improve operational agility. 3M expects that the separation will result in enhanced long-term performance of the businesses held by both 3M and Solventum for the reasons discussed in the section entitled “The Separation and Distribution—Reasons for the Separation.”

Why am I receiving this document?			3M is delivering this document to you because you are a holder of shares of 3M common stock. If you are a holder of shares of 3M common stock as of the close of business on [ ], 2024, the record date of the distribution, you will be entitled to receive [ ] shares of Solventum common stock for every share of 3M common stock that you hold at such time. This document will help you understand how the separation and distribution will affect your post-separation ownership in 3M and Solventum.

How will the separation of the Health Care Business from the 3M Business work?			As part of the separation, and prior to the completion of the distribution, 3M and its subsidiaries expect to complete an internal reorganization (which this information statement refers to as the “internal reorganization”) in order to transfer the Health Care Business to Solventum. To accomplish the separation, 3M will distribute at least 80.1% of the outstanding shares of Solventum common stock to 3M shareholders as of the record date on a pro rata basis, in a distribution intended to be generally tax-free to 3M shareholders for U.S. federal income tax purposes. The number of shares of 3M common stock you own will not change as a result of the separation.

Why is the separation of Solventum structured as a distribution?			3M believes that a distribution of shares of Solventum common stock to 3M shareholders, which is intended to be generally tax-free to 3M shareholders for U.S. federal income tax purposes, is an efficient way to separate the Health Care Business in a manner that will enhance the ability of each of 3M and Solventum to execute its long-term business strategies.

What is the record date for the distribution?			The record date for the distribution will be the close of business on [ ], 2024.

When will the distribution occur?			The distribution is subject to a number of conditions but, subject to the satisfaction or waiver of such conditions, it is expected that the distribution will occur at 12:01 a.m., Eastern Time, on [ ], to holders of record of shares of 3M common stock at the close of business on [ ], 2024, the record date for the distribution.



What do shareholders need to do to participate in the distribution?			Shareholders of 3M as of the record date for the distribution are not required to take any action to receive Solventum common stock in the distribution, but you are urged to read this entire information statement carefully. No 3M shareholder approval is required for the distribution, and you are not being asked for a proxy. You do not need to pay any consideration, exchange or surrender your existing shares of 3M common stock, or take any other action to receive your shares of Solventum common stock. Please do not send in your 3M stock certificates. The distribution will not affect the number of outstanding shares of 3M common stock or any rights of 3M shareholders, although it will affect the market value of each outstanding share of 3M common stock.

How will shares of Solventum common stock be issued?			You will receive shares of Solventum common stock through the same channels that you currently use to hold or trade shares of 3M common stock, whether through a brokerage account, 401(k) plan or other channels. Receipt of Solventum shares will be documented for you in the same manner that you typically receive shareholder updates, such as monthly broker statements or 401(k) statements.

			If you own shares of 3M common stock as of the close of business on the record date for the distribution, including shares owned in certificate form, 3M, with the assistance of [ ], the distribution agent for the distribution (the “distribution agent” or “[ ]”), will electronically distribute shares of Solventum common stock to you or to your brokerage firm on your behalf in [book-entry form]. [ ] will mail you a [book-entry] account statement that reflects your shares of Solventum common stock or your bank or brokerage firm will credit your account for the shares.

How many shares of Solventum common stock will I receive in the distribution?			You are entitled to receive [ ] shares of Solventum common stock for every share of 3M common stock held by you as of close of business on the record date for the distribution. Based on approximately [ ] shares of 3M common stock outstanding as of [ ], 2024, a total of approximately [ ] shares of Solventum common stock will be distributed to 3M’s shareholders and approximately [ ] shares of Solventum common stock will continue to be owned by 3M. For additional information on the distribution, see “The Separation and Distribution.”

Will fractional shares of Solventum common stock be distributed in the distribution?			No fractional shares will be distributed in the distribution. Fractional shares that 3M shareholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the distribution agent. The net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise be entitled to receive) to those stockholders who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts paid in lieu of fractional shares.


What are the conditions to the distribution?			The distribution is subject to the satisfaction (or waiver by 3M in its sole and absolute discretion) of the following conditions: •the U.S. Securities and Exchange Commission (the “SEC”) declaring effective the registration statement of which this information statement forms a part, there being no order suspending the effectiveness of the registration statement in effect, and there being no proceedings for such purposes having been instituted or threatened by the SEC; •this information statement having been made available to the holders of record of shares of 3M common stock at the close of business on [ ], 2024, the record date for the distribution; •(1) the private letter ruling received by 3M from the U.S. Internal Revenue Service (the “IRS”) regarding certain U.S. federal income tax matters relating to the separation and the distribution, including the qualification of the distribution, together with certain related transactions, as a transaction that is generally tax-free for U.S. federal income tax purposes pursuant to Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code,” such qualification, “U.S. Tax-Free Status” and, such ruling, the “IRS Ruling”) continuing to be valid and satisfactory to the 3M Board of Directors in its sole and absolute discretion, and (2) the receipt by 3M and continuing validity of one or more opinions of 3M’s tax advisors, in each case satisfactory to the 3M Board of Directors in its sole and absolute discretion, regarding the qualification of the distribution, together with certain related transactions, as a transaction that is generally tax-free for U.S. federal income tax purposes pursuant to Sections 355 and 368(a)(1)(D) of the Code (each, a “Tax Opinion” and, collectively, the “Tax Opinion(s)”);

			•the internal reorganization and the transfer of assets and liabilities from 3M to Solventum having been completed in accordance with the separation and distribution agreement; •the receipt of one or more opinions from an independent appraisal firm to the 3M Board of Directors as to the solvency of 3M and Solventum after the completion of the distribution, in each case, in a form and substance acceptable to the 3M Board of Directors in its sole and absolute discretion;


			•all actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities or blue sky laws and the rules and regulations thereunder having been taken or made and, where applicable, having become effective or been accepted by the applicable governmental authority; •the execution of certain agreements contemplated by the separation and distribution agreement; •no order, injunction or decree issued by any government authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, the distribution or any of the related transactions being pending or being in effect;

			•the shares of Solventum common stock to be distributed having been accepted for listing on [ ], subject to official notice of distribution; •3M having received certain proceeds from the financing arrangements described under “Description of Material Indebtedness” and being satisfied in its sole and absolute discretion that, as of the effective time of the distribution, 3M will have no liability under such arrangements; and •no other event or development existing or having occurred that, in the judgment of 3M’s Board of Directors, in its sole and absolute discretion, makes it inadvisable to effect the separation, the distribution and the other related transactions. 3M and Solventum cannot assure you that any or all of these conditions will be met, or that the separation or distribution will be consummated even if all of the conditions are met. 3M can decline at any time to go forward with the separation or distribution. In addition, 3M may waive any of the conditions to the distribution. For a complete discussion of all of the conditions to the distribution and the potential waiver of such conditions, see “The Separation and Distribution—Conditions to the Distribution.”

What is the expected date of completion of the distribution?			The completion and timing of the distribution are dependent upon a number of conditions. It is currently expected that the shares of Solventum common stock will be distributed by 3M at 12:01 a.m., Eastern Time, on [ ], to the holders of record of shares of 3M common stock at the close of business on [ ], 2024, the record date for the distribution. However, no assurance can be provided as to the timing of the distribution or that all conditions to the distribution will be met.


Can 3M decide to cancel the distribution of Solventum common stock even if all the conditions have been met, or proceed with the distribution of Solventum common stock even if any of the conditions have not been met?			Yes. Until the distribution has occurred, the 3M Board of Directors has the right to terminate the distribution, even if all of the conditions described in the section entitled “The Separation and Distribution—Conditions to the Distribution” are satisfied. Alternatively, 3M may waive any of the conditions to the distribution and proceed with the distribution even if such conditions have not been met. If the distribution is completed and the 3M Board of Directors waived any such condition, such waiver could have a material adverse effect on 3M’s and Solventum’s respective businesses, financial condition or results of operations, the trading price of Solventum’s or 3M’s common stock, or the ability of shareholders to sell their shares after the distribution. If 3M elects to proceed with the distribution notwithstanding that one or more of the conditions to the distribution has not been met, 3M will evaluate the applicable facts and circumstances at that time and make such additional disclosure and take such other actions as 3M determines to be necessary and appropriate in accordance with applicable law.

What if I want to sell my 3M common stock or my Solventum common stock?			You should consult with your financial advisors, such as your stock broker, bank or tax advisor. If you sell your shares of 3M common stock in the “regular-way” market after the record date and before the distribution date, you also will be selling your right to receive shares of Solventum common stock in connection with the distribution.

What is “regular-way” and “ex-distribution” trading of 3M common stock?			Beginning on or shortly before the record date for the distribution and continuing up to and through the distribution date, Solventum expects that there will be two markets in 3M common stock: a “regular-way” market and an “ex-distribution” market. 3M common stock that trades in the “regular-way” market will trade with an entitlement to shares of Solventum common stock distributed pursuant to the distribution. Shares that trade in the “ex-distribution” market will trade without an entitlement to Solventum common stock distributed pursuant to the distribution. If you are the registered holder of your shares and want to sell your shares, you should determine whether you want to sell your shares with or without an entitlement to shares of Solventum common stock in the distribution and make any trades in the “regular-way” or “ex-distribution” market accordingly. If you decide to sell any shares of 3M common stock before the distribution date and hold your shares in “street name,” you should make sure your stockbroker, bank or other nominee understands whether you want to sell your Solventum common stock with or without your entitlement to Solventum common stock pursuant to the distribution.


Where will I be able to trade shares of Solventum common stock?			Solventum intends to apply for authorization to list its common stock on [ ] under the symbol “[ ].” It is anticipated that trading in shares of Solventum common stock will begin on a “when-issued” basis on or shortly before [ ] and will continue up to and through the distribution date, and that “regular-way” trading in Solventum common stock will begin on the first trading day following the completion of the distribution. If trading begins on a “when-issued” basis, you may purchase or sell Solventum common stock up to and through the distribution date, but your transaction will not settle until after the distribution date. Solventum cannot predict the trading prices for its common stock before, on or after the distribution date.

What will happen to the listing of 3M common stock?			3M common stock will continue to trade on the NYSE after the distribution under the symbol “MMM.”

Will the number of shares of 3M common stock that I own change as a result of the distribution?			No. The number of shares of 3M common stock that you own will not change as a result of the distribution.

Will the distribution affect the market price of my 3M common stock?			Yes. As a result of the distribution, it is expected that the trading price of shares of 3M common stock immediately following the distribution will be different from the “regular-way” trading price of such shares immediately prior to the distribution because the trading price of 3M common stock will no longer reflect the value of the Health Care Business. There can be no assurance whether the sum of the market value of the 3M common stock and the Solventum common stock following the separation will be higher or lower than the market value of 3M common stock if the separation did not occur. This means, for example, that the combined trading prices of one share of 3M common stock and [ ] shares of Solventum common stock after the distribution may be equal to, greater than or less than the trading price of one share of 3M common stock before the distribution.

What are the material U.S. federal income tax consequences of the separation and the distribution?			It is a condition to the distribution (which condition 3M may waive in its sole discretion) that (1) the IRS Ruling regarding U.S. Tax-Free Status continues to be valid and (2) 3M receives the Tax Opinion(s) regarding U.S. Tax-Free Status. Accordingly, it is expected that you will not recognize any gain or loss, and no amount will be included in your income, upon your receipt of Solventum common stock pursuant to the distribution for U.S. federal income tax purposes. You will, however, recognize gain or loss for U.S. federal income tax purposes with respect to cash received in lieu of a fractional share of Solventum common stock. For more information regarding the material U.S. federal income tax consequences of the distribution, see the section entitled “Material U.S. Federal Income Tax Consequences.” You should consult your own tax advisor as to the particular tax consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local tax laws, as well as any non-U.S. tax laws.


What will Solventum’s relationship be with 3M following the separation?			After the separation, 3M and Solventum will be separate companies with separate management teams and separate boards of directors. 3M and Solventum will enter into a separation and distribution agreement to effect the separation and to provide a framework for Solventum’s relationship with 3M after the separation, and they will enter into certain other agreements, including a transition services agreement, a transition distribution services agreement, a transition contract manufacturing agreement, research and development master services agreements, real estate license agreements, an intellectual property cross license agreement, a 3M mark use agreement, a transition trademark license agreement, master supply agreements, a tax matters agreement, an employee matters agreement, and a stockholder’s and registration rights agreement. See “Certain Relationships and Related Party Transactions.” These agreements will provide for the allocation between Solventum and 3M of the assets, employees, liabilities and obligations (including, among others, investments, property (including intellectual property) and employee benefits and tax-related assets and liabilities) of 3M and its subsidiaries attributable to periods prior to, at and after the separation and will govern the relationship between Solventum and 3M subsequent to the completion of the separation (including the relationship of 3M as a stockholder of Solventum). For additional information regarding the separation and distribution agreement and other transaction agreements, see the sections entitled “Risk Factors—Risks Related to the Separation and Distribution” and “Certain Relationships and Related Party Transactions.” Additionally, following the distribution, 3M will own up to 19.9% of the outstanding shares of Solventum common stock. See the questions below entitled “How will 3M vote any shares of Solventum common stock it retains?” and “What does 3M intend to do with any shares of Solventum common stock it retains?”

How will 3M vote any shares of Solventum common stock it retains?			3M will agree to vote any shares of common stock that it retains in proportion to the votes cast by Solventum’s other shareholders and is expected to grant Solventum a proxy to vote 3M’s shares of Solventum common stock in such proportion. For additional information on these voting arrangements, see “Certain Relationships and Related Party Transactions.”

What does 3M intend to do with any shares of Solventum common stock it retains?			3M currently plans to dispose of all of the Solventum common stock that it retains after the distribution as soon as a disposition is warranted consistent with the business reasons for the retention of those shares through one or more sales of such shares (not later than five years after the distribution).

Who will manage Solventum after the separation?			Solventum’s management team will possess deep knowledge of the healthcare industry. For more information regarding Solventum’s management and directors, see “Management” and “Directors.”


Are there risks associated with owning Solventum common stock?			Yes. Ownership of Solventum common stock is subject to both general and specific risks relating to its business, the industry in which it operates, its ongoing contractual relationships with 3M and its status as a separate, publicly traded company. Ownership of Solventum common stock is also subject to risks relating to the separation. Certain of these risks are described in the “Risk Factors” section of this information statement. We encourage you to read that section carefully. We also encourage you to read carefully the sections entitled “Information Statement Summary—Certain Risks Relating to Operating as a Standalone Entity” and “Information Statement Summary—Certain Risks Relating to Solventum’s Indebtedness.”

Does Solventum plan to pay dividends?			After the separation and distribution, Solventum will evaluate whether to pay a regular cash dividend. The timing, declaration, amount of, and payment of any dividends following the separation and the distribution will be within the discretion of Solventum’s Board of Directors and will depend upon many factors, and there can be no assurances that Solventum will begin or continue to pay a dividend in the future. See “Dividend Policy.” There can also be no assurance that, after the separation and distribution, the combined annual dividends on the common stock of Solventum and 3M, if any, will be equal to the annual dividends on 3M common stock prior to the separation and distribution.

Will Solventum incur any indebtedness prior to or at the time of the distribution?			Yes. Solventum expects to complete one or more financing transactions before the distribution is completed. The proceeds of such financings are expected to be used to distribute cash to 3M, other than such amounts as need to be retained in order to cause Solventum to have $600 million of cash in the aggregate at the time of the distribution. As a result of such transactions, Solventum anticipates having approximately $8.38 billion of outstanding indebtedness upon completion of the distribution. On the distribution date, Solventum anticipates that the debt will consist of the Credit Facilities and [ ]. See “Description of Material Indebtedness” and “Risk Factors—Risks Related to Solventum’s Business.”

Who will be the distribution agent for the distribution and transfer agent and registrar for Solventum common stock?			The distribution agent, transfer agent and registrar for the Solventum common stock will be [ ]. For questions relating to the transfer or mechanics of the stock distribution, you should contact [ ] toll free at [ ] or non-toll free at [ ].

Do I have appraisal rights in connection with the distribution?			No. Holders of 3M common stock are not entitled to appraisal rights in connection with the distribution.



Where can I find more information about 3M and Solventum?			Before the distribution, if you have any questions relating to 3M’s business performance, you should contact: 3M Investor Relations Department Bldg. 224-1W-02 St. Paul, MN 55144-1000 Tel: (651) 737-6523 After the distribution, Solventum shareholders who have any questions relating to Solventum’s business performance should contact Solventum at: Solventum Corporation 3M Center, Building 275-6W 2510 Conway Avenue East Maplewood, MN 55144 Attention: Investor Relations The Solventum investor website (www.[ ].com) will be operational on or around [ ]. The Solventum website and the information contained therein or connected thereto are not incorporated into this information statement or the registration statement of which this information statement forms a part, or in any other filings with, or any information furnished or submitted to, the SEC.

INFORMATION STATEMENT SUMMARY

The following is a summary of selected information discussed in this information statement. This summary may not contain all of the details concerning the separation or other information that may be important to you. To better understand the separation and Solventum’s business and financial position, you should carefully review this entire information statement. Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement about Solventum assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution. Unless the context otherwise requires, or when otherwise specified, references in this information statement to “Solventum,” “we,” “us,” “our,” “our company,” and “the Company” refer to Solventum Corporation, a Delaware corporation, and its subsidiaries. Unless the context otherwise requires, references in this information statement to “3M” refer to 3M Company, a Delaware corporation, and its consolidated subsidiaries, including the Health Care Business prior to completion of the separation.

Unless the context otherwise requires, or when otherwise specified, references in this information statement to Solventum’s historical assets, liabilities, products, businesses or activities of Solventum’s businesses are generally intended to refer to the historical assets, liabilities, products, businesses, or activities of the Health Care Business of 3M as it was conducted as part of 3M prior to completion of the separation.

Our Company

Solventum is a leading global healthcare company developing, manufacturing, and commercializing a broad portfolio of solutions that leverages deep material science, data science, and digital capabilities to address critical customer and patient needs. We constantly seek to enable the improvement of standards of care and move healthcare forward with innovation powered by insights, clinical intelligence, technology, and manufacturing expertise. Our 70+ year history of discovering and innovating advanced solutions has helped us solve our customers’ toughest challenges.

In 2023, Solventum generated 56% of total revenues from the United States and 44% from international. Based on the breadth of our portfolio, Solventum serves a global addressable market that we estimate had approximately $93 billion of industry sales in 2022. We estimate that this addressable market will grow at an annual rate of 4-6% from 2024 through 2026. We participate in what we believe are large, stable global markets that have favorable market drivers, including changing demographics, optimization of workflows to improve quality of care, increasing digital technology and data-driven care delivery, shifting care from the hospital to lower-cost care sites and increasing demand for personalized care. See the sub-section below titled “Our Markets” for information about how we estimated the size and growth rate of our addressable market, and the risks to our ability to take advantage of these market opportunities.

We are organized into four operating business segments that are aligned with the markets we serve.

•MedSurg (56% of 2023 total sales), formerly Medical Solutions, is a provider of solutions including advanced wound care, I.V. site management, sterilization assurance, temperature management, surgical supplies, stethoscopes, and medical electrodes. These solutions are designed to accelerate healing, prevent complications, and lower the total cost of care. Specifically, our advanced wound care solutions follow the patient from hospital to home and support them through the recovery process. We are a leader in the advanced wound care market based on the market share data presented in a BCC Research report (BCC Publishing, Markets for Advanced Wound Management Technologies, July 2023) and, based on internal estimates, our products currently treat more than 1.6 million hard-to-heal wounds annually. Additionally, our comprehensive range of surgical solutions are designed to mitigate a patient’s risk of infection or complications.

(Key-Stone Fast Track Clinical Report — Clinical Ranking, 2022), SDM Northcoast (SDM Dental Products Market Share Study, 2022) and Orthodontic Manufacturers Association (OMA Sales Survey by Association Research, Inc., 2022). Additionally, we estimate our 3M™ Filtek™ branded products have been used in over two billion dental restoration procedures worldwide over the last twenty years.

•Health Information Systems (16% of 2023 total sales) provides healthcare systems with software solutions – including computer-assisted physician documentation, direct-to-bill and coding automation, classification methodologies, speech recognition, and data visualization platforms – that are designed to eliminate revenue cycle waste, create more time for patient care, and support value-based care. These solutions are designed to ensure accuracy of reimbursement and reduce the administrative burden that clinicians face. We have a leading market position in the United States for computer-assisted coding technology based on published market share data from Definitive HealthCare (Definitive Healthcare, HospitalView Database, Technology Search for “Computer Assisted Coding/NLP” technology, 2022) and, based on our internal estimates, more than 75% of U.S. hospitals currently use at least one of our software solutions.

•Purification and Filtration (12% of 2023 total sales), formerly Separation and Purification Sciences, is a provider of purification and filtration technologies including filters, purifiers, cartridges, and membranes. These solutions are designed to simplify purification processes, reduce debris and bioburden in fluids, and remove contaminants to enable the development and manufacturing of biopharmaceutical and medical technology treatments and provide cleaner water. Based on internal estimates, our membrane technology is currently used annually in more than 25 million life-saving dialysis treatments and approximately one million open heart surgeries are currently performed each year using oxygenators that are enabled by one of our membranes.

For a list of products, by business segment, that are regulated by the U.S. Food and Drug Administration (“FDA”) as medical devices or pharmaceuticals, see the section below titled “Product Regulation”.

We believe Solventum is an integral part of the global healthcare ecosystem. Our solutions are relied on every day within the global healthcare industry, and we believe they contribute to higher-quality patient care, more efficient processes and workflows, and improved standards of safety and accuracy. Additionally, our products and services are present along a patient’s journey through prevention, diagnosis, treatment, and recovery.

Our business possesses strong customer relationships, a broad, wide-ranging, and well-known portfolio of brands, differentiated technology, and manufacturing expertise. We serve a diverse customer base, ranging from multidisciplinary hospitals and local clinics/practices to biopharmaceutical manufacturers. Our long-tenured and collaborative customer relationships globally give us unique insights into their needs and preferences. These insights inform our innovation processes, drive stronger customer retention, and create multiple avenues for further customer engagement.

We serve customers in over 90 countries with a global team of approximately 22,000 employees and an established global manufacturing network. In each of the last three years, we have generated over $8 billion of revenue, $1.7 billion of operating income, and $2 billion of adjusted operating income. We believe Solventum will deliver growth at attractive margins with the mission of enabling better, smarter, safer healthcare to improve lives.

However, Solventum has no history of operating as an independent company, and its historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results. In particular, Solventum currently benefits from 3M’s long operating history, reputation and well-known brand. Following the separation, Solventum will operate under its own brand, and accordingly may be negatively impacted due to the loss of benefits conferred by 3M’s brand recognition and reputation. Additionally, the debt obligations incurred by Solventum in connection with the separation will adversely affect its profitability and could affect its ability to use its cash flow for investing in the business, M&A and returning capital. See “Risk Factors - Risks Related to the Separation and Distribution” for a discussion of these risks, which you should consider carefully.

Our Markets

We believe Solventum operates in a large, diverse, and stable set of markets. Sustainable, long-term growth in our markets is driven by favorable global market drivers, including changing demographics, optimizing workflows to improve quality of care, increasing digital technology and data-driven care delivery, shifting care from the hospital to lower cost care sites, and increasing demand for personalized care.

•Changing demographics: An aging population, the prevalence and incidence rates of chronic conditions, and a rising middle class are driving the demand for improved access to quality care.

•Optimizing workflows to improve quality of care: Of the $4.5 trillion in annual U.S. healthcare spending, an estimated 25% represents administrative costs that do not contribute to health outcomes and which we believe to be potentially wasteful based on overall spending data reported by the Centers for Medicare & Medicaid Services in the NHE Fact Sheet (available on CMS.gov as of January 10, 2024) and administrative spending estimates published in JAMA (Shrank et. al., Waste in the US Health Care System: Estimated Costs and Potential for Savings, published October 7, 2019). Our solutions are designed to optimize workflows, enabling clinicians to be more productive by spending less time on administrative tasks and more time focused on improving the patient care experience. Our solutions also support reducing infections and complications that lead to an increase in avoidable administrative and clinical costs.

•Increasing digital technology and data-driven care delivery: Both clinicians and patients have shifted their preferences towards utilizing digitally enabled solutions to provide data-driven care. Whether it is interactions with patients through a digital interface or the use of data to make informed health decisions, the need for digital tools in the healthcare industry has grown over time. Our solutions integrate digital processes and data in multiple ways and across different parts of the healthcare industry and are intended to enable efficient and effective delivery of care.

•Shifting care from the hospital to lower-cost care sites: Although hospitals continue to be a core site for delivery of care, patients are increasingly looking for flexibility of care when and where they need it. Alternative care sites, such as ambulatory surgery centers, wound care clinics, retail pharmacies, and the home, are more affordable and accessible to patients. We believe our solutions enable clinicians to extend their care delivery from acute to ambulatory to home settings without compromising the quality of care and while reducing the total cost of care.

•Increasing demand for personalized care: Engaging patients in a personalized way allows clinicians to provide a better care experience while improving outcomes and reducing costs. This spans several areas of healthcare, including personalized biopharmaceutical treatments, customized orthodontic aligner treatments, and follow-up wound care at home. We believe our solutions deliver personalized care options in a way that is patient-centric, scalable, and cost-effective.

Our ability to take advantage of these market opportunities will be subject to various risks, including general economic, business and market dynamic risks, and specifically including effects of, and changes in, worldwide economic, political, regulatory, international trade and geopolitical conditions, natural disasters, wars and public health crises; operational execution risks; the highly competitive environment in which we operate; consolidation in the healthcare industry; reductions in customers’ research budgets or government funding; risks related to the timing and market acceptance of our new products and offerings; changes in reimbursement practices of third-party payers or other cost containment measures; vulnerability with respect to materials and fluctuations in the costs and availability of purchased components, compounds, raw materials, energy, and labor, the impact of our separation from 3M; and the substantial debt we will incur in connection with the separation. See “Information Statement Summary—Summary of Risk Factors”, “Information Statement Summary—Certain Risks Relating to Operating as a Standalone Entity”, “Information Statement Summary—Certain Risks Relating to Solventum’s Indebtedness”, and “Risk Factors” for a discussion of these risks, which you should consider carefully.

We estimate that the broader markets that Solventum participates in represented more than $205 billion of industry sales in the total global healthcare sector in 2022, based on the reports described below. Based on management estimates, we believe these markets in aggregate will grow at an annual rate of 4-6% from 2024 through 2026 (representing a weighted average (based on the relative market size) of the relevant management estimates).

Specifically, based on the summation described below, we estimated the size of the global addressable market in which we operate to have been approximately $93 billion in 2022, and based on management estimates, we believe this global addressable market is projected to grow at an annual rate of 4-6% from 2024 through 2026 (representing a weighted average (based on the relative market size) of the relevant management estimates for this global addressable market). Based on the recent performance of our business, we believe there is a significant market opportunity for future growth as we execute on our strategies.


Segment	Addressable Market Size in 2022	Addressable Market Annual Growth Rate (2024-2026)
MedSurg	~$26 billion	3-5%
Dental Solutions	~$17 billion	4-6%
Health Information Systems	~$9 billion	6-8%
Purification and Filtration	~$41 billion	4-6%
Total Solventum	~$93 billion	4-6%

MedSurg Sources: Market size defined as the sum of total industry sales in advanced wound care (source: SmartTrak Advanced Wound Care Market Database, 2023), IV site management (sources: BCC Publishing Staff, Global Blood Transfusion and Intravenous Equipment Market Report, May 2022; BCC Publishing Staff, Advanced Medical Dressings: Global Market, July 2021), hospital supplies (source: BCC Research Staff, Hospital Supplies: Global Markets to 2023, February 2019), medical electrodes (source: Allied Market Research, Medical Electrodes Market: Global Opportunity Analysis and Industry Forecast, 2021-2031, May 2022), medical tapes and bandages (source: Grand View Research, Medical Tapes and Bandages: Market Analysis 2016-2027, 2020), skin antiseptics (source: Allied Market Research, Skin Antiseptic Market: Global Opportunity Analysis and Industry Forecast 2021-2031, March 2023), temperature management systems (source: Markets and Markets, Temperature Management Systems Market: Global Forecast to 2026, 2021), and surgical drapes and gowns (source: Grand View Research, Surgical Drapes: Market Analysis 2018-2030, 2021). Dental Solutions Sources: Market size defined as the sum of total industry sales in dental consumables and dental equipment; both sourced from Markets and Markets reports (Markets and Markets, Dental Consumables Market: Global Forecast to 2027, 2022; Markets and Markets, Dental Equipment Market: Global Forecast to 2027, 2023). Health Information Systems Sources: Market size defined as the total sum of industry sales in revenue cycle management (source: Markets and Markets, Revenue Cycle Management: Global Forecast to 2028, 2023), medical transcription (source: Fortune Business Insights, Medical Transcription Software: Global Market Analysis Insights and Forecast 2020-2026, 2020), and population health management (source: Frost & Sullivan, US Population Health Management Growth Opportunities, February 2022). Purification & Filtration Sources: Market size defined as the sum of total industry sales in industrial filtration (source: Markets and Markets, Industrial Filtration Global Forecast to 2027, 2022), separation membrane contractors (source: Markets and Markets, Membrane Contractor Market Global Forecast to 2025, 2020), residential water treatment systems (source: Baytel Associates, The Global Market for Home Water Treatment Products and Services, 2021 Edition), commercial water purifiers (source: Azoth Analytics Research, Global Commercial Water Purifier Market, June 2022 Edition), medical and industrial membranes (source: Markets and Markets, Medical Membranes Market: Global Forecast to 2022, May 2018; Markets and Markets, Membranes Market: Global Forecast to 2027, October 2022), and biopharmaceutical purification devices and equipment (source: Freedonia Custom Research, Global Biopharmaceutical Purification Device/Equipment Market Study, October 2021). For each segment, Solventum calculated the addressable market growth rate by estimating the growth rate for the relevant market size for the referenced components of such segment (based on the described reports, historical change, and internal forecasts and estimates) and computing a weighted average (based on the relative market size) of these growth rates.

In addition to the global market drivers described above, each of our segments benefits from segment-specific market drivers as outlined below:

•MedSurg: Growth in the MedSurg market is driven by increasing surgical procedure volumes and incidence rates of chronic wounds, shifting of care to out-of-hospital settings, and the increasing prevalence of digitally enabled solutions. Within MedSurg, a priority market is Advanced Wound Care, where we expect to see sustainable growth.

•Dental Solutions: Growth in the Dental Solutions market is driven by increasing oral care procedure volumes, evolving patient standards of preventative care, and shifting patient preferences that emphasize aesthetics. Furthermore, the changing industry service economics is enabled by innovation and growth of digital workflows to create custom solution offerings for all. For Dental Solutions, a priority is the

digitization across the market, as providers continue to adopt digital solutions to reduce chair time and improve patient outcomes.

•Health Information Systems: Growth in the Health Information Systems market is driven by hospital spending on information technology, increasing scrutiny of revenue leakage and healthcare information technology return on investment, care delivery shifting to lower-cost settings, digital technology driving healthcare efficiency, and a broad shift to value-based care. For Health Information Systems, a priority is the growing demand for conversational AI and ambient solutions to improve clinician productivity and reduce their administrative burden.

•Purification and Filtration: Growth in the Purification and Filtration market is driven by increasing biopharma innovation, expanding use of new modalities focused on personalized medicine, such as targeted antibodies and cell and gene therapies, growing efforts to reduce bioprocessing complexity, growing sustainability needs including water quality and preservation, and an increasingly complex global regulatory environment. For Purification and Filtration, a priority market is Bioprocessing Filtration.

The estimates of market opportunity and market growth may prove to be inaccurate, and even if the markets in which we operate achieve the expected growth, our business (or the applicable segments of our business) could fail to grow at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. For the fiscal year ended 2023, sales in our Purification and Filtration segment declined relative to the fiscal year 2022. For the fiscal year ended 2022, sales in our MedSurg and Dental Solutions segments declined relative to the fiscal year ended 2021. For a further discussion of the historical performance of our segments, together with an overview of the key factors driving such performance, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Performance by Business Segment”.

Investment Highlights

Solventum has numerous competitive advantages in attractive markets that we expect to continue to drive our success over the long term, including those described below. We believe that our innovation expertise, digital capabilities and data science business model, global scale and manufacturing expertise, and cash flow generation capability position us for continued growth and value creation. Additionally, we are building new capabilities, including an incoming experienced executive team, that will support value creation as we become a standalone company.

Although we believe that these competitive strengths will contribute to the growth and success of our company, our business is subject to various risks that may prevent us from achieving our business objectives or otherwise adversely affect our business, results of operations or financial condition. In particular, following the distribution and separation, Solventum will be an independent company and will no longer have access to the competitive advantages that it has historically derived from being a part of 3M, such as 3M’s research capabilities, brand recognition and reputation. Additionally, the debt obligations incurred by Solventum in connection with the separation will adversely affect its profitability and could affect its ability to use its cash flow for investing in the business, M&A and returning capital. See “Information Statement Summary—Summary of Risk Factors”, “Information Statement Summary—Certain Risks Relating to Operating as a Standalone Entity”, “Information Statement Summary—Certain Risks Relating to Solventum’s Indebtedness”, and “Risk Factors” for a discussion of these risks, which you should consider carefully.

A Proven Global Leader in Large, Diverse and Growing Markets

•We believe Solventum operates in a global addressable market that we estimated to have been $93 billion in 2022 and we believe, based on management estimates, is projected to grow at an annual rate of 4-6% from 2024 through 2026. We expect there will be sustainable, long-term growth in our global addressable market because of favorable market drivers, including changing demographics, the increasing need to optimize workflows, deliver digitally enabled and data-driven care, shift to lower-cost alternative care sites and the increasing demand to provide personalized care. For further discussion about these factors, including estimated growth rates and factors by segment, see the sub-section titled “Markets” above. For a

discussion of the historical performance of our segments, together with an overview of the key factors driving such performance, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Performance by Business Segment”.

•We provide over 100,000 channel partners and customers across more than 90 countries with solutions that have contributed to leading market positions across our segments.

◦MedSurg segment: We are a leader in the advanced wound care market based on the market share data presented in a BCC Research report (BCC Publishing, Markets for Advanced Wound Management Technologies, July 2023) and, based on internal estimates, our products currently treat more than 1.6 million hard-to-heal wounds annually.

◦Dental Solutions segment: We have a leading position in the dental and orthodontic bonding systems market based on published market share data from Key-Stone Network (Key-Stone Fast Track Clinical Report — Clinical Ranking, 2022), SDM Northcoast (SDM Dental Products Market Share Study, 2022) and Orthodontic Manufacturers Association (OMA Sales Survey by Association Research, Inc., 2022). Additionally, we estimate our 3M™ Filtek™ branded products have been used in over two billion dental restoration procedures worldwide over the last twenty years.

◦Health Information Systems segment: We have a leading market position in the United States for computer-assisted coding technology based on published market share data from Definitive HealthCare (Definitive Healthcare, HospitalView Database, Technology Search for “Computer Assisted Coding/NLP” technology, 2022) and, based on our internal estimates, more than 75% of U.S. hospitals currently use at least one of our software solutions.

•Our ability to take advantage of these market opportunities is subject to various general economic, business and market dynamic risks. Our estimates of market opportunity and market growth may prove to be inaccurate, and even if the markets in which we operate achieve the expected growth, our business could fail to grow at similar rates, or at all.

Diverse Portfolio of Strong, Reputable Brands and Long-Standing Customer Relationships

•We believe Solventum is an integral part of the global healthcare ecosystem. Our solutions are relied on every day within the global healthcare industry, and we believe they contribute to higher-quality patient care, more efficient processes and workflows, and improved standards of safety and accuracy. Furthermore, the breadth and diversity of our portfolio enables us to have products and services present along a patient’s journey through prevention, diagnosis, treatment, and recovery.

•Across our businesses, we are a provider of what we believe are market-leading brands, such as 3M™ PREVENA™, 3M™ V.A.C.®, 3M™ Tegaderm™, 3M™ Littmann®, 3M™ Filtek™, 3M™ 360 Encompass™, and 3M™ Membrana™. Many of these brands carry a history of innovation and industry recognition, and today, we believe, are seen as among the best in class. Additionally, we believe our brand value is supported by strong economic evidence and the volume of published studies reviewing our brands.

•We attribute our strong market position and customer loyalty to the value of our brands. Globally, we sell our solutions to more than 100,000 channel partner and customers. We also have a long-standing history of partnering with national and local government agencies around the world.

•Our brands are critical to our success, and damage to our reputation or our brands could adversely affect our business, results of operations or financial condition. Solventum currently benefits from 3M’s long operating history, reputation, and well-known brand. Following the separation, Solventum will operate under its own brand, and accordingly may be negatively impacted due to the loss of benefits conferred by 3M’s brand recognition and reputation.

Technology Platforms and Expertise Powering Innovation

•For approximately 70 years, we have been innovating across the healthcare industry by leveraging our deep material science and process capabilities in areas such as adhesives, films, nonwovens, nanotechnology, advanced composites, biomaterials, surface filtration and separation membranes. By combining these technology platforms, we believe we have been successful at solving our customers’ problems with novel solutions where we have been the first-to-market and market disruptors.

◦MedSurg segment: We were first-to-market with Negative Pressure Wound Therapy (NPWT). 3M™ PREVENA™ Incision Management System is a negative pressure medical device intended to aid in the reduction of superficial surgical site infections (SSIs) for patients at a high risk for post-operative infections. It is the first and only disposable, powered NPWT system with reticulated open-cell foam (ROCF) dressings specifically designed to manage closed surgical incisions.

◦MedSurg segment: We were first-to-market with antimicrobial transparent film dressings. 3M™ Tegaderm™ CHG Chlorhexidine Gluconate I.V. Securement Dressing is an antimicrobial transparent film dressing that is designed to combine infection reduction, site visibility, consistent application, and catheter securement into one integrated product. It is the only transparent CHG dressing cleared by the Food and Drug Administration (FDA) and is designed to reduce vascular catheter colonization and catheter-related blood stream infections (CRBSI) in patients with central venous or arterial catheters.

◦Dental Solutions segment: We were first-to-market with tooth-colored dental composites used in the restoration process. 3M™ Filtek™ Matrix is a digital restorative workflow solution that is designed to simplify a traditional composite placement to a three-step process, with the goal of increasing procedure predictability for dentists and reducing chair time and improving aesthetics for the patient.

◦Health Information Systems segment: We were first-to-market with integrated computer-assisted coding and clinical documentation improvement. 3M™ M*Modal Fluency Direct combines proprietary speech recognition with natural language understanding with the goal of providing more accurate clinical documentation. This solution is compatible with more than 250 Electronic Health Record (EHR) Systems and has received a Best in KLAS Award for Speech Recognition: Front-End EMR.

◦Purification and Filtration segment: We were first-to-market with hybrid chromatographic clarification solutions. 3M™ Harvest RC is a new solution for the manufacturing of recombinant protein therapeutics that employs next-generation hybrid chromatographic technology to combine three processing steps into one.

•We plan to continue to bring novel, disruptive solutions to the healthcare industry by combining and leveraging elements of our broad material science, data science, and digital capabilities across our company. These capabilities are supported by proprietary intellectual property with over 7,300 patents issued globally and industry expertise from more than 2,100 members of our global R&D team.

•Our ability to deliver these novel, disruptive solutions depends on protecting our intellectual property rights. We cannot assure you that our means of obtaining, maintaining, and enforcing our intellectual property rights will be adequate to maintain a competitive advantage. New product and services development requires significant investment in research and development, clinical trials and regulatory approvals. The ability to bring new products and services to market is subject to difficulties or delays in product and service development, such as the inability to identify viable new products and services, obtain adequate intellectual property protection, regulatory approvals and reimbursement in the United States and abroad, and successfully complete clinical trials or gain market acceptance of new products and services. It is uncertain when or whether our products, services, or solutions currently under development will be launched or will be commercially successful. Additionally, new offerings may be quickly rendered obsolete by changing customer preferences, changing industry standards, or competitors’ innovations or reverse engineering efforts.

Leading Digital and Data Science Capabilities and Business Models

•We have added significant data science and digital capabilities through organic innovation and over a dozen acquisitions. We believe we are uniquely positioned to serve our customers in an increasingly digitizing healthcare landscape given the investments we have made and the expertise we have gained in our Health Information Systems segment.

•We believe our medical coding software is among the most widely used in the world with many health systems relying on 3M™ 360 Encompass™ to process their healthcare records each month. Furthermore, our 3M™ M*Modal speech solutions include innovative features designed to support clinical productivity.

•We have a deep understanding of the capabilities, resources, and management associated with operating and optimizing a software business. Our expertise encompasses the sales and marketing processes, subscription-based revenue model management, and software implementation and upgrade processes that are unique to a digital business. Our customer relationships are long tenured, diverse, and collaborative, and many of our customers have been with us longer than 30 years.

•As the healthcare industry increasingly looks to utilize digital and data-driven tools to increase efficiency and improve health outcomes, our expertise and track record in this space gives us a strong foundation to expand our capabilities and appropriate use of data to solve the industry’s toughest problems.

•The healthcare information technology (HCIT) industry is highly competitive and dynamic and characterized by the continual introduction of new products and technologies. Our ability to compete will be affected by various factors, including development of new products and innovative technologies; our ability to improve our existing portfolio of offerings; our ability to deliver return on investment for our customers; improving efficiency and productivity of healthcare workers; our ability to stay up-to-date on regulatory changes, reimbursement guidelines and other healthcare best practices; developing and selling our products cost effectively; meeting all relevant quality standards for our products and their markets; and protecting the proprietary technology of our products and development processes. Failure to accomplish these objectives may adversely affect our business, results of operations or financial condition.

Global Scale and Reach Supported by Strong Manufacturing Expertise

•We have an extensive global commercial footprint with customers in over 90 countries. In 2023, Solventum generated 56% of total revenues from the United States and 44% from international. To serve our diverse customer base across our prioritized geographies, we take a multi-model commercial approach, including direct-to-customer, distribution, key account management, inside sales, and e-commerce.

•This global commercial footprint is supported by a strong network of manufacturing expertise, which is a core driver of our ability to deliver high-quality and innovative solutions in a cost-efficient manner at scale. Our expertise areas include precision coating, inspecting films and nonwovens, specialty film and polymer processing and additive manufacturing. We have invested in smart, vertically integrated manufacturing capabilities powered by automation and data analytics.

•Across our global manufacturing network, we utilize an analytics-enabled framework to drive decision-making, manage costs, and optimize production. We believe that our global footprint and expertise drive our ability to produce better, smarter, and safer products at a consistent quality level.

•Our financial results depend on the successful execution of our business operating plans. The ability to adapt Solventum’s business model and respond to changes, including responding to evolving customer needs and service expectations, are important. Operational challenges, including those related to customer service, pace of change and productivity improvements, could have an adverse effect on our business.

Cash Flow Generation and Attractive Margins

•For each of the last three years, we have generated over $1.6 billion of cash from operating activities and over $1.4 billion of free cash flow. We have delivered greater than 20% operating income margin and greater than 25% adjusted operating income margin for each of the last three years.

•Given our cash generation capability, we believe we will be able to reduce leverage; reinvest in our business; accelerate growth through bolt-on M&A; and consider return of capital to shareholders.

•However, Solventum has no history of operating as an independent company, and its historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results. The debt obligations incurred by Solventum in connection with the separation will adversely affect its profitability and could affect its ability to use its cash flow for investing in the business, M&A and returning capital.

Highly Engaged Workforce Led by an Experienced Executive Team

•Our executive team has extensive experience across the healthcare industry and will be invaluable as we embark on establishing Solventum as a standalone healthcare company. Many of these executive officers come to Solventum with significant public company and spin-off experience. Already, the new executive team is building a more focused, nimble, and empowered healthcare culture within Solventum.

•We have a long-tenured and diverse talent base with rich technical qualifications and deep healthcare industry experience. Our employee base consists of approximately 22,000 employees with over 40% having more than 10 years of tenure at the Health Care Business. Our strong culture of collaboration and partnership and focus on employee engagement programs enable us to create an integrated, equitable organization and are key drivers of employees spending a significant part of their career at Solventum.

•We believe our employees’ deep relationships with customers and expertise for developing and manufacturing our innovative solutions better helps us solve the industry’s toughest problems of today and tomorrow. We plan to continue to build on this momentum as a mission-driven workforce and make Solventum a preferred employer.

•There is substantial competition for key personnel, senior management, research and development personnel, and qualified employees in the healthcare industry and we may face increased competition for such a highly qualified scientific, technical, clinical, and management workforce in a highly competitive environment. The loss of one or more key employees, inability to attract or develop additional qualified employees, any delay in hiring key personnel, any deterioration of the relationships with its employees, or any material work stoppage, strike, or similar action could result in a material adverse effect on our business, results of operations, financial condition, and cash flows.

Business Strategies

Our business strategies include those set forth below. Our ability to implement these strategies and achieve the intended benefits are subject to numerous economic and business risks, as well as risks related to the fact that following the separation and distribution, we will operate as a standalone entity and will not be able to receive many of the benefits that we have historically received by operating as a part of 3M and that we will incur significant debt obligation in connection with the separation, which will adversely affect our profitability and could affect our ability to use our cash flow for investing in the business, M&A and returning capital. See “Information Statement Summary—Summary of Risk Factors”, “Information Statement Summary—Certain Risks Relating to Operating as a Standalone Entity”, “Information Statement Summary—Certain Risks Relating to Solventum’s Indebtedness”, and “Risk Factors” for a discussion of these risks, which you should consider carefully.

growth strategy, ensuring we have proper focus and resourcing in the right areas. And finally, we will look at opportunities further down the road to transform our portfolio.

To deliver on our financial commitments, we will focus on driving revenue growth through market selection and deploying capital to innovation, commercial execution, and M&A. Furthermore, we will continue to build on our capability to drive margin expansion and generate cash.

Invest in Markets with Highest Growth Potential

•We will be thoughtful about the markets we prioritize for resource allocation. We believe there is significant opportunity both within the markets we serve today and in strategic high-growth adjacent markets. As a part of our active portfolio management, we plan to focus our efforts on markets where we can both fulfill our mission to enable better, smarter, safer healthcare to improve lives and increase adoption of our innovative solutions to build on many of the leading market positions we have today. As we look to increase our presence in select high-growth markets where we operate, we believe we can leverage our geographic scale and innovation capabilities.

Continue to Deliver Customer-Centric Innovation

•We have a strong culture of purposeful innovation focused on solving our customers’ most critical problems. Our innovation engine has powered multiple key product launches across many years, including our original launch of surgical drapes in 1948, the 1964 launch of Addent™, the first tooth-colored filling material, and the 1982 launch of 3M™ Tegaderm™ transparent film dressings.

•From 2021 to 2023, we invested a cumulative $1.8 billion in R&D (excluding amortization), representing over 7% of sales in each year to power our innovation efforts. As a standalone company, we will have more flexibility to allocate resources to prioritize R&D investments.

•Our innovation will focus on key areas that enable us to not only leverage our existing capabilities and strengths, but also have a high impact in the markets we serve, including:

◦Setting new industry innovation standards: We have, in our view, launched multiple solutions that represented significant industry innovations when they were introduced, and set a new standard for healthcare. An example of this innovation is 3M™ Tegaderm™ CHG Chlorhexidine Gluconate I.V. Securement Dressing – the only transparent film dressing cleared by the FDA and designed to reduce catheter-related blood stream infections (CRBSIs) and vascular catheter colonization that aligns with evidence-based guidelines. These types of shifts are an area of focus for our ongoing innovation efforts.

◦Continuing to leverage our ability to share technology across our platforms to drive unique, differentiated solutions: We believe we have the unique capability to combine our deep heritage of material science innovation and existing digital and data science platforms to create unique solutions to solve our customers’ biggest challenges. In our ongoing innovation efforts, we plan to continue to harness these capabilities, while enhancing our focus to draw upon additional technology combinations across our portfolio of solutions.

◦Leverage data science expertise to increase digitization of healthcare: We believe our Health Information Systems segment puts us at the center of the digitization of the healthcare industry. We plan to use our knowledge and expertise from operating this business to increase our digital and analytics capabilities across our business. As the healthcare industry increasingly looks to utilize digital and data-driven tools to increase efficiency and improve health outcomes, our expertise and track record within the Health Information Systems segment gives us a strong foundation to expand our capabilities and use of data to solve the industry’s toughest problems.

Strengthen Commercial Model and Execution

•We plan to increase sales growth by growing our market share within our leading franchises through multiple strategies, including:

◦Expanding into alternative sites of care: Our current customers include hospitals and health systems, with whom we have long-lasting and collaborative relationships. As care increasingly shifts outside of traditional settings, we believe we have an opportunity to grow our customer relationships in these alternate sites of care and expand our market reach.

◦Evolving our commercial model to meet local expectations: As the need for high-quality healthcare solutions expands globally, we believe we are well-positioned to capitalize on our existing global footprint and expand our presence in key countries to broaden our customer reach. Our expansion strategy is designed to understand the specific needs of priority countries by tailoring solutions to focus on local and regional outcome measures. We plan to gather key insights and maintain relationships with regulatory authorities and clinical groups that inform our tailored commercial approach.

◦Increasing customer loyalty through our evidence-based approach: Our existing customer relationships are strong, partnership-oriented, and long-tenured. By integrating clinical evidence and customer education more deeply into our solution positioning with customers, we have an opportunity to strengthen our customer relationships and ground them in data, research, and best practices. To do this, we will rely on our relationships with the global clinical community and regulatory authorities, with whom we need to raise awareness of the evidence supporting our solutions.

Accelerate Growth Through Strategic M&A and Partnerships

•A key part of our strategy as a standalone company is to utilize targeted, strategic M&A and partnerships to augment our organic innovation and grow our healthcare solution offerings. As a standalone company, we will have the ability to more efficiently allocate resources to pursue these opportunities.

•Inorganic growth represents an opportunity for us to increase our innovation solutions and scale within our most attractive markets and submarkets, while also providing a vector into near adjacencies and strategic new white spaces over time. We will continue to seek attractive M&A opportunities that focus on differentiated, clinician-preferred solutions.

•We will also continue to seek opportunities to partner with institutions and companies to augment growth. A recent example is our ongoing collaboration with Amazon Web Services (“AWS”) to accelerate the innovation and advancement of 3M™ M*Modal ambient intelligence. We will look to continue to identify partnership opportunities that align with and accelerate our strategic goals.

Drive Margin Expansion and Free Cash Flow Generation

•Our continuous improvement focus and capabilities will enable us to improve our operating model as we become a stand-alone company. Furthermore, by focusing on improving the mix of our products, implementing manufacturing and supply chain efficiency initiatives and increasing commercial productivity, we will be able to drive future margins and cash flow. We expect to be able to reduce leverage; reinvest in our business; accelerate growth through bolt-on M&A; and consider return of capital to shareholders.

•However, the debt obligations incurred by Solventum in connection with the separation will adversely affect its profitability and could affect its ability to use its cash flow for investing in the business, M&A and returning capital.

Our Segments

MedSurg

Our MedSurg segment delivers a broad range of innovative solutions, including advanced wound care and surgical supplies that are intended to accelerate healing, prevent complications, and lower the total cost of care globally. Our solutions draw upon the deep heritage of material science and the technologies we have developed over decades, including adhesives, biomaterials, films, nonwovens, and specialty materials.

We are a pioneer across multiple markets, and we believe our innovative products have set the standard of care for healthcare professionals. In our view, uptake of our products is supported by patient outcomes, improved ease of use, and streamlined clinician and patient experience. We also have specialized personnel who work with clinicians and hospital staff to provide technical support and education.

Our global solutions are offered through our brands across:

•Advanced Wound Care Solutions: We are one of the leading providers of advanced wound care solutions in the world based on the market share data presented in a BCC Research report (BCC Publishing, Markets for Advanced Wound Management Technologies, July 2023). Our solutions are intended to deliver predictable and improved patient outcomes, streamline clinician and patient experiences, and enable faster healing. Our broad range of solutions can be used across clinical applications, care settings, and clinician specialties. We are focused on accelerating wound healing, reducing postoperative infections and complications, and lowering the total cost of care through Negative Pressure Wound Therapy (NPWT), Advanced Wound Dressings (AWD), and Advanced Skin Care products. A selection of our key brands and solutions include:

◦3M™ V.A.C.® Therapy, for chronic or acute open wounds

◦3M™ Prevena™ for surgical incisions, and as of 2023, received FDA approval for use on flaps, grafts, and open wounds

•Infection Prevention and Surgical Solutions: We offer solutions that are intended to address patient and staff safety by reducing preventable infections and complications while improving the efficiency and effectiveness of care. Our product range includes I.V. site management, temperature management, sterilization assurance, and other surgical solutions, as well as medical tapes and wraps, medical electrodes, and our well-known 3M™ Littmann® branded stethoscopes. Other key brands and solutions include:

◦3M™ Tegaderm™ I.V. dressings for I.V. site management

◦3M™ Bair Hugger™ solutions for perioperative temperature management

◦3M™ Attest™ solutions for sterilization assurance

We sell our products both direct and through distributors to hospitals for use in operating rooms, inpatient care units, and central sterilization, as well as the out-of-hospital setting, including ambulatory surgical centers, skilled nursing facilities, long-term care facilities, and patient homes.

Dental Solutions

Our Dental Solutions segment provides a comprehensive array of dental and orthodontic products that span the life of the tooth, and are intended to address clinical needs in prevention, restoration, replacement, and malocclusion correction. We believe the combination of our material science innovation and our dental market domain knowledge allow us to improve the efficiency and quality of treatment delivery.

Our solutions are used by most dental offices. We are responsible for several category inventions within the dental market, including the introduction of the first-ever tooth-colored composites.

Given our growing data science and digital capabilities, we believe we are well-positioned to take advantage of the movement toward digitization. We have launched solutions that combine our advanced material science expertise with data science and digital technologies to improve the workflows and processes associated with dental and orthodontic treatments. We are actively building our “custom smiles” solutions, which uses digital capabilities to enable our dental and orthodontic provider partners to deliver customized esthetic and restorative treatments to their patients.

Our solutions are designed to improve both the patient and practitioner experience, and offer differentiated value through our science, education, and service. We believe our brands, including 3M™ Filtek™, 3M™ Clinpro™, 3M™ Scotchbond™, and 3M™ Clarity™, are recognized in the global dental market. Our solutions serve both channel and end customers and include larger dental organizations, smaller practitioner groups, sole practitioner clinics and distributors.

Health Information Systems

Our Health Information Systems segment delivers a broad array of innovative software solutions and services that are designed to eliminate revenue cycle waste, create more time to care, and support the shift to value-based care. Our solutions operate across multiple areas of the healthcare system and reflect our deep and diverse knowledge of different aspects of healthcare.

Since this business began more than 35 years ago, we have developed a rich and unique understanding of the healthcare data landscape. We believe we are now an integral part of the day-to-day operations of the healthcare industry and we will be a key company in solving many of its largest future challenges. Based on internal estimates, many health systems worldwide — including over 75% of U.S. hospitals — use at least one of our software solutions. This includes our artificial intelligence (AI)-based clinical intelligence engine, which applies natural language processing (NLP) and natural language understanding (NLU) technology to significant amounts of structured and unstructured clinical documents each day. We have worked with federal government agencies, such as Centers for Medicare & Medicaid Services (CMS) to develop and update both public and proprietary algorithms, benchmarks, and classification systems. With many active industry and technology partners, including working with all the major electronic health record (EHR) companies, our solutions are present throughout the healthcare ecosystem.

Our solutions are typically delivered to our customers as an integrated workflow or set of workflows that involve both digital software-based solutions and related services. We have dedicated adoption specialists that manage physician experiences, and we often deploy client success managers that are physically “embedded” with our customers following the sale of a solution to ensure that their experience using our solutions is successful. These efforts result in uniquely collaborative customer relationships that drive a more robust customer experience and provide us with useful insights to inform our operations.

Our solutions, which include brands such as 3M™ 360™ Encompass and 3M™ M*Modal, are offered to customers across three key areas:

•Revenue Cycle Management: Our solutions are focused on eliminating unnecessary administrative inefficiencies in the health care reimbursement process and ensuring accurate and compliant reimbursement.

•Clinician Productivity: Our solutions are designed to reduce the administrative burden of clinical documentation and empower clinicians in all settings to easily document their full patient story.

•Performance Management: Our solutions and services help payers and provider organizations sort through data to find efficiencies and prioritize sustainable improvements.

Our solutions are utilized by a variety of customers across inpatient, outpatient, and ambulatory settings as well as payers and government agencies. Our representative channel and end customers span a broad range and include large healthcare providers, regional health systems, payers, and other third-party HCIT solution providers.

Purification and Filtration

Our Purification and Filtration segment is a provider of purification and filtration solutions that are designed and marketed for use in the manufacturing processes of biopharma and medical technologies, such as cell and gene therapies, vaccines, and hemodialysis, as well as in the manufacturing of microelectronics, food and beverage products, and water filtration for commercial and residential applications. We are dedicated to advancing membrane science to enable life-saving treatments and cleaner water by leveraging our technical expertise in functionalizing membranes and deep expertise in process filtration.

Every year, we estimate that our products touch the lives of millions of people. Based on internal estimates, each year, approximately one million open heart surgeries are currently performed using oxygenators that are enabled by one of our membranes, and currently more than 25 million life-saving dialysis treatments are enabled annually with one of our membranes.

Our products are offered globally under a wide variety of well-known brands, including 3M™ Zeta Plus™, 3M™ Aqua-Pure™, 3M™ Liqui-Cel™, 3M™ PUREMA™, 3M™ OXYPHAN™ and 3M™ OXYPLUS™. We sell our products directly to biopharmaceutical manufacturers, medical technology companies, integrators of manufacturing plants and water treatment systems, and through a broad range of distributors.

Research and Development Activities

Our R&D activities are focused on developing new solutions that are clinically supported and differentiated as well as improving on our marketed solutions to address evolving customer needs and enable better outcomes and access for patients. Our R&D capabilities include R&D organizations that operate within each of our business segments, as well as R&D capabilities spanning across our business segments.

Our business segment R&D organizations are responsible for the full product development life cycle, leveraging industry insights, domain-specific expertise in end-to-end product development, and a detailed understanding of customer applications and usability to innovate in both new and marketed products. Our cross-segment capabilities include building new technology platforms and advancing existing platforms. We believe that collaboration across our organization further enhances our R&D capabilities by encouraging the sharing of best practices, enabling collaborative development and issue resolution, promoting synergies in development and manufacturing, and creating a broad culture of exploration.

In 2023, our R&D team consisted of more than 2,100 employees, including research scientists, chemical engineers, data scientists, software engineers, application development engineers and product developers. They are supported by a team of accomplished clinicians from our medical affairs group. We partner with our medical affairs group to expand awareness of clinical studies regarding our solutions by increasing both the number of peer-reviewed publications and the visibility for existing publications that address our solutions.

Sales and Marketing

To serve our diverse customer base across our prioritized geographies, we take a multi-model commercial approach, including direct-to-customer, distribution, key account management, inside sales, and e-commerce. We augment our commercial model with both marketing and service support. Our service support teams include clinical specialists (licensed nurses or technicians), medical liaisons (clinical professionals such as surgeons and dentists), and application engineers (technical subject matter experts). These teams provide high-quality customer support serving as the clinical and/or technical expert for the customer.

To expand our market coverage into emerging geographies in the Latin America, Europe, Middle East, Africa, and Asia regions, we employ an export commercial model and leverage local partners to market and sell our products. Our export commercial team provides technical, clinical, and marketing support both directly to our customers, as well as to our third-party partners, to help increase customer satisfaction and support our ability to grow our global presence.

Global Supply Chain and Sourcing

We believe we have advanced manufacturing and assembly production capabilities across our global manufacturing network. Our manufacturing is supported by a global distribution network. Our distribution network is strategically designed as a “hub and spoke” model. This approach optimizes route planning and increases the speed of deliveries to our customers in all regions.

Product Regulation

The products Solventum develops, manufactures, and commercializes are regulated in most of the markets Solventum serves. Some of these products meet the definition of medical devices or pharmaceuticals and are regulated, as such, by various governmental bodies, globally. All products produced by the MedSurg and Dental Solutions segments, with very few exceptions, meet the definition of a medical device or pharmaceutical product. Accordingly, the development, manufacture, and commercialization of these products must comply with the regulations governing medical devices or pharmaceuticals in the markets we serve. Conversely, none of the products produced by the Health Information Systems and Purification and Filtration segments meet the definition of medical devices or pharmaceuticals. The products of each segment are dynamic and change with time, depending on the needs of the customers served. While the Health Information Systems and Purification and Filtration segments do not currently include medical devices or pharmaceutical products, this may change in the future.

The below table lists, by business segment, the products or product families named in this information statement that are regulated by the FDA as medical devices or pharmaceuticals.

Determinations of the safety and efficacy of our products are solely within the authority of the FDA or other applicable regulatory authorities in jurisdictions outside the United States.

Business Segment

Products Regulated as Medical Devices

Products Regulated as Pharmaceuticals

MedSurg

3M™ Littmann® family of products

3M™ Tegaderm™ family of products

3M™ V.A.C.®, 3M™ Veraflo™ and 3M™ PREVENA™ family of products

3M™ AbThera™ Therapies

3M™ Attest™ solutions

3M™ Granufoam™

3M™ Cavilon™ No Sting Barrier Film

3M™ Prevena Restor™ BellaForm™ Incision Management System

3M™ Bair Hugger™ solutions

3M™ Littmann® stethoscopes

3M™ PREVENA™ Incision Management System

3M™ Scotchast™

3M™ Tegaderm™ I.V. dressings

3M™ V.A.C.® Therapy

Negative Pressure Wound Therapy (generally)

3M™ Cavilon™ family of products (excluding 3M™ Cavilon™ Durable Barrier Cream)

3M™ Promogran Prisma™

3M™ Smart Instill™

3M™ Veraflo™ Instillation Therapy

3M™ V.A.C.® Ulta Therapy Unit (Acute)

3M™ ActiV.A.C.™ Therapy System (Portable)

3M™ V.A.C.® Veraflo Cleanse Choice™ Dressing

3M™ Dermatac™ Drape

3M™ Snap™ Therapy System

3M™ iOn PROGRESS™ Remote Therapy monitoring

3M™ Prevena™ Therapy

3M™ Prevena Restor™ ArthroForm™ Dressing

3M™ AbThera™ SensaT.R.A.C.™ Open Abdomen Dressing

3M™ Steri-Strip™ Elastic Skin Closures

3M™ Cavilon™ Advanced Skin Protectant

3M™ Coban™ Compression Systems

3M™ Tegaderm™ transparent film dressings

3M™ Tegaderm™ CHG antimicrobial product family

3M™ Tegaderm™ CHG I.V. Dressings Family

3M™ PICC / CVC Securement Device with 3M™ Tegaderm™ I.V. Securement Dressings

3M™ Curos™ Disinfecting Caps

3M™ Ranger™

3M™ Bair Hugger™ Warming Blanket System

3M™ Bair Hugger™ Temperature Monitoring System

3M™ Attest™ Chemical and Biological Indicators

3M™ Attest™ Reader

3M™ Ioban™ Antimicrobial Incise Drape

3M™ Red Dot™

3M™ Red Dot™ ECG Monitoring Electrodes

3M™ Universal Electrosurgical Pads

3M™ Defib Pads

3M™ Micropore™ Surgical Tape

3M™ Coban™ Self-Adherent Wraps

3M™ Durapore™ Surgical Tape

3M™ Medipore™ H Soft Cloth Surgical Tape

3M™ Littmann® Monitoring Stethoscope

3M™ Littmann® CORE Digital Stethoscope

3M™ Cavilon™ Durable Barrier Cream

3M™ Skin and Nasal Antiseptic

Business Segment

Products Regulated as Medical Devices

Products Regulated as Pharmaceuticals

Dental Solutions

3M™ Filtek™

Addent™

3M™ Clinpro™ family of products (excluding the 3M™ Clinpro™ products listed under “Products Regulated as Pharmaceuticals”)

3M™ Scotchbond™

3M™ Clarity™

3M™ Clarity™ Aligners

3M™ Clinpro™ Sealant

3M™ Digital Bonding System

3M™ Filtek™ Matrix

3M™ Transbond™ family of products

3M™ Clinpro™ Tooth Crème

3M™ Clinpro™ 5000

3M™ Clinpro™ Toothpaste

Health Information Systems

None

Purification and Filtration

None

Additionally, 3M™ Promogran™ Collagen Dressing and 3M™ Tegaderm™ CHG Chlorhexidine Gluconate IV Securement Dressing, which are products of the MedSurg segment, are regulated by the FDA’s Center for Device and Radiological Health as a combination product category.

Certain Risks Relating to Operating as a Standalone Entity

Solventum has no history of operating as an independent company. Following the separation and distribution, Solventum will operate as a separate standalone entity, which involves certain risks, including the following:

•The separation will result in Solventum being a smaller, less diversified company than 3M. As a result, Solventum may be more vulnerable to changing market conditions, which could have a material adverse effect on its business, financial condition, and results of operations. In addition, the diversification of Solventum’s revenues, costs, and cash flows will diminish as a standalone company, such that its results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments, pay dividends and service debt may be diminished. Following the separation, Solventum may also lose capital allocation efficiency and flexibility, as Solventum will no longer have access to cash flow from 3M to fund Solventum’s business. Solventum will also be more exposed to matters such as foreign currency exchange rates as a smaller, standalone company than it had been as a part of the larger 3M enterprise.

•Generally, Solventum’s working capital requirements and capital for its general corporate purposes, including capital expenditures and acquisitions, have historically been satisfied as part of the corporate-wide cash management policies of 3M. Following the completion of the distribution, Solventum’s results of operations and cash flows may be more volatile, and Solventum may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships, or other arrangements, which may or may not be available and may be more costly. Please also read carefully the section entitled “Information Statement Summary—Certain Risks Relating to Solventum’s Indebtedness.”

•Prior to the distribution, Solventum’s business has been operated by 3M as part of its broader corporate organization, rather than as an independent company. 3M or one of its affiliates performed various corporate functions for the Health Care Business, such as information technology, legal, treasury, accounting, auditing, human resources, investor relations, and finance. The Health Care Business historical and pro forma financial results reflect allocations of corporate expenses from 3M for such functions, which may be less than the expenses the Health Care Business would have incurred had it operated as a separate publicly traded company. Solventum may also be unable to replicate corporate functions that will operate with the same degree of effectiveness as the equivalent 3M functions that the Health Care Business has historically benefited from.

•Currently, Solventum’s business is integrated with the other businesses of 3M. Historically, Solventum’s business benefited from 3M’s economies of scope and scale in costs, employees, vendor relationships and customer relationships. While Solventum has sought to minimize the impact on its business when separating these arrangements, there is no guarantee these arrangements will continue to capture these benefits in the future. Additionally, as a standalone company, Solventum may be unable to obtain similar arrangements to the same extent as 3M did, or on terms as favorable as those 3M obtained, prior to the distribution. Among other benefits, the Health Care Business currently has access to 3M’s extensive global research and development resources, which have historically enhanced the Health Care Business’s ability to innovate, develop new products and technologies, and improve and update existing products and technologies. Solventum’s lack of access to these research and development resources following the separation may negatively impact the Health Care Business.

•Solventum will engage in the process of creating its own, or engaging third parties separate from 3M to provide, systems and services to replace many of the systems and services that 3M currently provides to Solventum, including, for example, research and development support, information technology infrastructure and systems and accounting and reporting systems. Solventum may incur temporary interruptions in business operations if it cannot transition effectively from 3M’s existing operating systems, databases and programming languages that support these functions to its own systems. The process of implementing an information technology infrastructure, in particular, is expected to be expensive and time-consuming, and any difficulty or delay in developing such an infrastructure or transitioning from 3M’s information technology environment and systems could be disruptive to Solventum’s business operations and create risks to Solventum’s relationships with customers and other third parties. The failure to implement the new systems and transition data successfully and cost-effectively could disrupt Solventum’s business operations and have a material adverse effect on its profitability. In addition, Solventum’s costs for the operation of these systems may be higher than the amounts reflected in its historical combined financial statements.

•3M is the sole source of supply for certain chemical materials and inputs used in products of the Health Care Business (including transparent IV film dressings, biological indicators for sterilization assurance, medical securement tapes, and dental composites and cements) that accounted for approximately $3 billion of the revenue of the Health Care Business for fiscal year 2023, including a material with a manufacturing process proprietary to 3M that is used in products of the Health Care Business accounting for approximately $2 billion of revenue for fiscal year 2023. Our business will be harmed if 3M does not satisfy our requirements during the term of the supply agreement, and our failure to ensure a continuing supply of these materials or find acceptable substitutes, or the costs we incur in doing so, could have a material adverse effect on our business.

•Solventum and 3M will enter into various agreements that will provide for the performance of services or provision of goods by 3M for the benefit of Solventum. See “Certain Relationships and Related Party Transactions.” Solventum will rely on 3M to satisfy its obligations under these agreements not only for a successful transition but also for the success of its long-term operations. If 3M is unable to satisfy its obligations and fully perform under these agreements, Solventum could experience operational difficulties or losses. Following the expiration of the initial terms of these agreements and any automatic or required extensions, there is no guarantee that 3M will agree to renew these agreements or if 3M does agree to renew these agreements, that it will do so on substantially the same terms.

•Solventum and 3M will also enter into various agreements that will provide for the performance of services or provision of goods by Solventum for the benefit of 3M. If Solventum does not satisfactorily perform its obligations under these agreements, it may be held liable for any resulting losses suffered by 3M, subject to certain limits. Satisfaction by Solventum of its post-distribution indemnification obligations or 3M’s failure to satisfy its post-distribution indemnification obligations could have a material adverse effect on Solventum’s financial condition, results of operations and cash flows. In addition, during the transition support periods under the transition arrangements, Solventum’s management and employees may be required to divert their attention away from its business in order to provide services to 3M, which could adversely affect Solventum’s business.

•The agreements that Solventum will enter into with 3M in connection with the separation were prepared in the context of Solventum still being a wholly owned subsidiary of 3M. Accordingly, during the period in which the terms of those agreements were prepared, Solventum did not have an independent Board of Directors or a management team that was independent of 3M. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties and thus may be less beneficial to Solventum than the terms that may have otherwise been obtained from unaffiliated third parties.

•After the completion of the distribution, the cost of capital for Solventum’s business may be higher than 3M’s cost of capital prior to the distribution.

•As an independent public company, Solventum will separately become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act and will be required to prepare its standalone financial statements according to the rules and regulations required by the SEC. These reporting and other obligations will place significant demands on Solventum’s management and administrative and operational resources. Moreover, to comply with these requirements, Solventum anticipates that it will need to migrate its systems, including information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff. Solventum expects to incur additional annual expenses related to these steps, and those expenses may be significant. If Solventum is unable to implement appropriate financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, its ability to comply with financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired.

•Because of the separation, Solventum itself will be required to pay costs that would otherwise have been paid on its behalf by 3M. These costs could be substantial and material to Solventum’s financial resources and may include accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring key senior management and personnel new to Solventum, tax costs and costs to separate information systems.

•Following the separation, Solventum will no longer benefit from 3M’s established brand and reputation.

•Under the terms of the tax matters agreement that Solventum will enter into with 3M, Solventum is expected to be restricted from taking certain actions that could cause the distribution or certain related transactions (or certain transactions undertaken as part of the internal reorganization) to fail to qualify as tax-free transactions and these restrictions may limit Solventum for a period of time from pursuing certain strategic transactions and equity issuances or engaging in other transactions that might increase the value of its business.

•Solventum may not be able to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed or not occur at all.

Certain Risks Relating to Solventum’s Indebtedness

Solventum expects to complete one or more financing transactions before the distribution is completed. The proceeds of such financings are expected to be used to distribute cash to 3M, other than such amounts as need to be retained in order to cause Solventum to have $600 million of cash in the aggregate at the time of the spin-off. As a result of such transactions, Solventum anticipates having approximately $8.38 billion of outstanding indebtedness upon completion of the distribution. Solventum may also incur additional indebtedness in the future.

This significant amount of debt could potentially have important consequences to Solventum and its debt and equity investors, including:

•requiring a substantial portion of its cash flow from operations to make interest payments;

•making it more difficult to satisfy debt service and other obligations;

•increasing the risk of a future credit ratings downgrade of its debt, which could increase future debt costs and limit the future availability of debt financing;

•increasing its vulnerability to general adverse economic and industry conditions;

•reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow its business;

•limiting Solventum’s flexibility in planning for, or reacting to, changes in its business and the industry;

•placing Solventum at a competitive disadvantage relative to its competitors that may not be as highly leveraged with debt;

•requiring Solventum to repatriate earnings to the United States, causing withholding taxes to be applied, which in turn could increase Solventum’s effective tax rate; and

•limiting Solventum’s ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase ordinary shares.

To the extent that Solventum incurs additional indebtedness, the foregoing risks could increase. In addition, Solventum’s actual cash requirements in the future may be greater than expected. Its cash flow from operations may not be sufficient to repay all of the outstanding debt as it becomes due, and Solventum may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance its debt.

Additionally, the Health Care Business has historically relied upon 3M to fund its working capital requirements and other cash requirements. After the separation and distribution, Solventum will not be able to rely on the earnings, assets, or cash flow of 3M, and 3M will not provide funds to finance Solventum’s working capital or other cash requirements. As a result, after the separation and distribution, Solventum will be responsible for servicing its own debt and obtaining and maintaining sufficient working capital and other funds to satisfy its cash requirements. After the separation and distribution, Solventum’s access to and cost of debt financing will be different from the historical access to and cost of debt financing under 3M. Differences in access to and cost of debt financing may result in differences in the interest rate charged to Solventum on financings, as well as the amount of indebtedness, types of financing structures and debt markets that may be available to Solventum. Solventum’s ability to make payments on and to refinance its indebtedness, including the debt incurred in connection with the separation and distribution, as well as any future debt that Solventum may incur, will depend on its ability to generate cash in the future from operations, financings, or asset sales. Solventum’s ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond Solventum’s control.

Summary of Risk Factors

An investment in Solventum is subject to a number of risks, including risks relating to its business, risks related to Solventum’s separation from 3M, and risks related to Solventum common stock. Set forth below is a high-level summary of some, but not all, of these risks. Please read the information in the section entitled “Risk Factors” of this information statement for a more thorough description of these and other risks.

Risks Related to the Separation and Distribution and Solventum Common Stock

•Solventum has no history of operating as an independent company, and its historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

•The separation will result in Solventum being a smaller, less diversified company than 3M and Solventum may be more vulnerable to changing market conditions. The diversification of Solventum’s revenues, costs, and cash flows will diminish as a standalone company and as a result its operations, cash flows, working capital and financing requirements may be subject to increased volatility.

•Solventum may not achieve some or all of the expected benefits of the separation for a variety of reasons, including diversion of management resources, susceptibility to market fluctuations, inability to obtain certain goods, services or technology on favorable terms or at all and higher than expected separation costs.

•Solventum may fail to have necessary systems and services in place when certain of the transaction agreements with 3M expire. Replacing these systems and services may also be more expensive or less efficient than the systems and services 3M is expected to provide during the transition period to Solventum.

•Solventum’s accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which it will be subject as a standalone publicly traded company following the distribution.

•In connection with the distribution, Solventum expects to incur debt obligations, and Solventum may incur additional obligations in the future, which could adversely affect its business and profitability and its ability to meet other obligations.

•If the distribution, together with certain related transactions, were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, Solventum, as well as 3M and 3M’s shareholders, could be subject to significant tax liabilities. In addition, if certain internal restructuring transactions were to fail to qualify as transactions that are generally tax-free for U.S. federal or non-U.S. income tax purposes, Solventum, as well as 3M, could be subject to significant tax liabilities.

•Field of use allocations in the separation-related agreements may limit Solventum’s ability to fully exploit certain intellectual property, or may permit 3M to compete with Solventum using intellectual property owned by or licensed to Solventum. Solventum’s ability to compete may be further impacted by the non-competition provisions contained in the separation and distribution agreement.

•Following the distribution, the price of Solventum common stock may fluctuate significantly.

•A significant number of shares of Solventum common stock may be sold following the distribution, including the shares of Solventum common stock that will be retained by 3M after the distribution, which may cause the Solventum stock price to decline.

Risks Related to Solventum’s Business

•Solventum’s results may be impacted by the effects of, and changes in, worldwide economic, political, regulatory, international trade and geopolitical conditions, natural disasters, war, foreign currency exchange rates and fluctuation, changes in interest rates, and other events beyond its control.

•Solventum may not be able to access the capital and credit markets on terms that are favorable to Solventum, or at all. Solventum’s ability to issue additional debt or enter into other financing arrangements on acceptable terms could be adversely affected by its debt levels, unfavorable changes in economic conditions or uncertainties that affect the capital markets, including disruption caused by the COVID-19 pandemic.

•Solventum operates in highly competitive markets, competition may increase in the future, and the healthcare industry may be disrupted, causing Solventum to lower prices or resulting in a loss of market share.

•Consolidation in the healthcare industry may result in pricing pressures, decreased average selling prices, exclusion from important market segments, counterparties with greater negotiating power, and loss of customers.

•Solventum’s brands are critical to its success, and damage to its reputation or its brands could adversely affect its business, results of operations or financial condition.

•Solventum’s growth objectives are largely dependent on the timing and market acceptance of its new product and service offerings, including its ability to continually renew its pipeline of new products and services and to bring those products and services to market.

•The success of Solventum’s products could suffer if Solventum is unsuccessful in maintaining strong working relationships with healthcare professionals.

•Changes in reimbursement practices of third-party payers or other cost containment measures could affect the demand for Solventum’s products and the prices at which they are sold. Current or worsening economic conditions, including recessionary pressures, may result in decreased demand for Solventum’s products and services, declining cash flows, longer sales cycles, slower adoption of new technologies and increased price competition.

•Solventum’s future results are subject to vulnerability with respect to materials and fluctuations in the costs and availability of purchased components, compounds, raw materials, production capacity, energy, and labor due to shortages, increased demand and wages, logistics, supply chain interruptions, manufacturing site disruptions, regulatory developments, natural disasters and other disruptive factors.

•3M is the sole source of supply for certain chemical materials and inputs used in products of the Health Care Business (including transparent IV film dressings, biological indicators for sterilization assurance, medical securement tapes, and dental composites and cements)that accounted for approximately $3 billion of the revenue of the Health Care Business for fiscal year 2023, including a material with a manufacturing process proprietary to 3M that is used in products of the Health Care Business accounting for approximately $2 billion of revenue for fiscal year 2023. Our business will be harmed if 3M does not satisfy our requirements during the term of the supply agreement, and our failure to ensure a continuing supply of these materials or find acceptable substitutes, or the costs we incur in doing so, could have a material adverse effect on our business.

•Solventum operates in a strictly regulated industry and is subject to risks related to international, federal, state, and local treaties, laws, and regulations that are subject to change at any time, as well as compliance risks related to legal or regulatory requirements, contract requirements, policies and practices, or other matters that require or encourage Solventum or its suppliers, vendors, or channel partners to conduct business in a certain way. The failure to comply with or the outcome of legal and regulatory proceedings related to compliance with the these requirements could have a material adverse effect on Solventum’s business.

•Solventum may face potential liabilities related to PFAS, which could adversely impact Solventum’s results. For additional details, please see the sections titled “Risk Factors — Legal and Compliance Risks — Solventum may face potential liabilities related to PFAS, which could adversely impact Solventum’s results” and “Certain Relationships and Related Party Transactions — Agreements with 3M — Separation and Distribution Agreement — PFAS Liabilities”.

•Solventum is exposed to risks associated with product liability claims, including existing claims and claims resulting from the actions or inactions of its customers or third parties that are outside of its control.

•Security and data breaches, cyberattacks, and other cybersecurity incidents involving Solventum’s information technology systems and infrastructure could disrupt or interfere with Solventum’s operations and expose Solventum to numerous expenses, liabilities, and other negative consequences.

•Solventum may be unable to obtain, maintain, protect, or effectively enforce its intellectual property rights. Protecting against the unauthorized use of proprietary technology is difficult and expensive and Solventum may need to litigate with third parties to enforce or defend its intellectual property rights.

The Separation and Distribution

On July 26, 2022, 3M announced its intention to separate its Health Care Business into an independent public company. The separation is expected to occur through a pro rata distribution to 3M shareholders of at least 80.1% of the shares of common stock of Solventum, a company formed to hold the Health Care Business.

On [ ], 2024, the 3M Board of Directors approved the distribution of at least 80.1% of Solventum’s issued and outstanding shares of common stock on the basis of [ ] shares of Solventum common stock for every share of 3M common stock held as of the close of business on [ ], 2024, the record date for the distribution.

Upon completion of the distribution, 3M will own up to 19.9% of the outstanding shares of Solventum common stock. 3M will agree to vote any shares of common stock that it retains in proportion to the votes cast by Solventum’s other shareholders, and 3M is expected to grant Solventum a proxy to vote 3M’s shares of Solventum common stock in such proportion. For additional information on these voting arrangements, see the section entitled “Certain Relationships and Related Party Transactions.” 3M will dispose of all of the retained shares of Solventum common stock as soon as a disposition is warranted consistent with the business reasons for the retention of those shares through one or more sales of such shares (not later than five years after the distribution).

Solventum’s Post-Separation Relationship with 3M

After the separation, 3M and Solventum will each be separate companies with separate management teams and separate boards of directors. Prior to the separation, 3M and Solventum will enter into the separation and distribution agreement. In connection with the separation, Solventum will also enter into various other agreements to effect the separation and to provide a framework for Solventum’s relationship with 3M after the separation, including a transition services agreement, a transition distribution services agreement, a transition contract manufacturing agreement, research and development master services agreements, real estate license agreements, an intellectual property cross license agreement, a 3M mark use agreement, a transition trademark license agreement, master supply agreements, a tax matters agreement, an employee matters agreement, and a stockholder’s and registration rights agreement. See “Certain Relationships and Related Party Transactions.” These agreements will provide for the allocation between Solventum and 3M of the assets, employees, liabilities, and obligations (including, among others, investments, property (including intellectual property), employee benefits, and tax-related assets and liabilities) of 3M and its subsidiaries attributable to periods prior to, at and after the separation and will govern the relationship between Solventum and 3M subsequent to the completion of the separation (including the relationship of 3M as a stockholder of Solventum). For additional information regarding the separation and distribution agreement and other transaction agreements, see the sections entitled “Risk Factors—Risks Related to the Separation and Distribution” and “Certain Relationships and Related Party Transactions.”

Reasons for the Separation

The 3M Board of Directors believes that the separation of the Health Care Business from 3M into an independent, publicly traded company is in the best interests of 3M and its shareholders for a number of reasons, including:

•Ability for each business to pursue tailored capital allocation strategies and make company-specific investment decisions to drive innovation and growth. The separation will permit each of 3M and Solventum to concentrate its financial resources to solely meet the unique needs of its own businesses, which will allow each company to invest capital at the time and in the manner most appropriate for its distinct strategic priorities and business needs. This will facilitate a more efficient allocation of capital between the Health Care Business and the 3M Business, based on the profitability, cash flow, and growth opportunities of each company. In addition, after the separation, the Health Care Business will no longer be required to compete internally with the 3M Business for capital and other corporate resources. As an independent entity, Solventum will be free to invest its financial resources in its own organic and inorganic opportunities at the pace of a standalone healthcare business, to accelerate growth and drive shareholder value. This will be facilitated by the fact that, in general, each party to the separation and distribution agreement will assume liability for all pending, threatened and unasserted legal matters related to its own business or its assumed

or retained liabilities and will indemnify the other party for any liability to the extent arising out of or resulting from such assumed or retained legal matters.

•Enhanced management focus through distinct boards and management teams with relevant expertise. The separation will permit each company to be led by a separate, dedicated board and management team with relevant and deep expertise in its industry, able to focus on strengthening such company’s core businesses, addressing its unique operating and other needs, and pursuing distinct and targeted opportunities. The board and management team of each company will be well-positioned to rapidly transform each company’s management systems and processes to those targeted at its specific growth and market strategies.

•Improved operational agility, better positioning each company for long-term success. The separation will permit each of 3M and Solventum to more effectively pursue its own distinct operating priorities and strategies in line with each company’s industry-specific focus. In particular, it will enable each of the two companies to maintain a sharper focus on strengthening its core business and growth opportunities, pursuing distinct paths to long-term growth and profitability, and addressing its unique operating and other needs. Each company will also have increased operational flexibility to design and implement corporate strategies based on the particular characteristics of the industry in which each business operates.

•Distinct and compelling investment profiles appealing to different long-term investor bases. The separation will allow each company to more effectively articulate a clear investment thesis and to enhance each company’s structural and operational transparency, enabling investors to separately value and invest in each company based on their distinct investment identities. This is expected to attract different, long-term investor bases for each company and facilitate each company’s access to capital by providing investors with two distinct and targeted investment opportunities. With investors better suited and aligned to its business, each company will be able to pursue its industry-specific business objectives consistent with the expectations of its distinct investor base.

•Creation of independent equity currencies. The separation will create independent equity securities for Solventum and 3M, aligned with each company’s respective industry, providing each company with more flexibility to capitalize on its unique strategic opportunities. This will afford Solventum direct access to the capital markets, and the opportunity to use its own industry-focused stock to consummate future acquisitions or other transactions that are more closely aligned with its strategic goals and expected growth opportunities.

•Enhanced employee recruitment and retention, including by aligning management incentives with performance. The separation will allow each of 3M and Solventum to more effectively recruit, retain and develop talent with the appropriate skill set and expertise directly applicable to each company’s needs. In addition, the separation will enable each of 3M and Solventum to offer equity-based and other incentive compensation arrangements that more closely reflect and align management and employee incentives with each company’s specific growth objectives, financial goals, and business performance.

The 3M Board of Directors also considered a number of potentially negative factors in evaluating the separation, including:

•Risk of Failure to Achieve Anticipated Benefits of the Separation. The anticipated benefits of the separation may not be achieved for a variety of reasons, including, among others: the separation will demand significant management resources and require significant amounts of management’s time and effort, which may divert management’s attention from operating the businesses of 3M and Solventum; and following the separation, each of 3M and Solventum may be more susceptible to market fluctuations and other adverse events than if they remained a combined company because the business of each entity will be less diversified than 3M’s business prior to the completion of the separation.

•Loss of Scale and Increased Administrative Costs. As part of 3M, Solventum currently takes advantage of 3M’s size and purchasing power in procuring certain goods and services. After the separation, as standalone companies, each of 3M and Solventum may be unable to obtain these goods, services and technologies at prices or on terms as favorable as those 3M obtained prior to completion of the separation.

In addition, as part of 3M, Solventum benefits from certain functions performed by 3M, such as accounting, tax, legal, human resources and other general and administrative functions. After the separation, 3M will not perform these functions for Solventum, other than certain functions that will be provided for a limited time pursuant to the transition arrangements, and, because of Solventum’s smaller scale as a standalone company, its cost of performing such functions could be higher than the amounts reflected in Solventum’s historical financial statements, which could cause Solventum’s profitability to decrease.

•Disruptions and Costs Related to the Separation. The actions required to separate Solventum from 3M could disrupt each company’s operations. In addition, 3M and Solventum will incur substantial costs in connection with the separation and the transition to Solventum becoming a standalone public company, which may include accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring key senior management personnel who are new to Solventum, tax costs and costs to separate information systems.

•Limitations on Strategic Transactions. Under the terms of the tax matters agreement that Solventum will enter into with 3M, Solventum is expected to be restricted from taking certain actions that could cause the distribution or certain related transactions (or certain transactions undertaken as part of the internal reorganization) to fail to qualify as tax-free transactions under applicable law. These restrictions may limit for a period of time Solventum’s ability to pursue certain strategic transactions and equity issuances or engage in other transactions that might increase the value of Solventum’s business.

•Uncertainty Regarding Stock Prices. Neither 3M nor Solventum can predict the effect of the separation on the trading prices of Solventum or 3M common stock or know with certainty whether the combined market value of [ ] shares of Solventum common stock and one share of 3M common stock will be less than, equal to or greater than the market value of one share of 3M common stock prior to the distribution.

In determining to pursue the separation, the 3M Board of Directors concluded the potential benefits of the separation outweighed the foregoing factors. See the sections entitled “The Separation and Distribution—Reasons for the Separation” and “Risk Factors” included elsewhere in this information statement.

Reasons for 3M’s Retention of Up to 19.9% of the Shares of Solventum Common Stock

In considering the appropriate structure for the separation, 3M determined that, immediately after the distribution becomes effective, 3M will retain up to 19.9% of the outstanding shares of Solventum common stock. 3M intends to responsibly dispose of such shares after the distribution as soon as a disposition is warranted consistent with the business reasons for the retention of those shares. Such dispositions will be effected through one or more sales of such shares of Solventum common stock (not later than five years after the distribution). 3M’s retention of shares of Solventum common stock is expected to support the establishment of optimal capital structures for each of 3M and Solventum by (i) providing 3M with a valuable asset that can be used to reduce its aggregate liabilities, allowing 3M the opportunity to capitalize on strategic opportunities and strengthen its balance sheet, and (ii) providing a means for 3M to increase its financial flexibility without increasing the amount of leverage that Solventum would incur, thereby providing Solventum with a stronger balance sheet and greater ability to fund growth.

Any sales of substantial amounts of Solventum common stock in the public market by 3M or the perception that such sales might occur, in connection with the distribution or otherwise, may cause the market price of Solventum common stock to decline. See the second risk factor in the section entitled “Risk Factors—Risks Related to Solventum Common Stock” for additional details.

Corporate Information

Solventum was incorporated in Delaware for the purpose of holding the Health Care Business in connection with the separation and distribution described in this information statement. Prior to the contribution of the Health Care Business to Solventum by 3M, which will occur prior to the distribution, Solventum will have no operations, and will have no assets or liabilities of any kind, other than those incidental to its formation and the separation. The address of Solventum’s principal executive offices will be 3M Center, Building 275-6W, 2510 Conway Avenue

East, Maplewood, MN 55144. Its telephone number after the distribution will be 1-800-228-3957. Solventum will maintain an Internet site at www.[ ].com. This website and the information contained therein or connected thereto are not incorporated into this information statement or the registration statement of which this information statement forms a part, or in any other filings with, or any information furnished or submitted to, the SEC.

Reason for Furnishing this Information Statement

This information statement is being furnished solely to provide information to 3M shareholders who will receive shares of Solventum common stock in the distribution. It is not to be construed as an inducement or encouragement to buy or sell any of Solventum’s securities. The information contained in this information statement is believed by Solventum to be accurate as of the date set forth on its cover. Changes may occur after that date, and neither 3M nor Solventum will update the information, except as may be required in the normal course of their respective disclosure obligations and practices.

SUMMARY HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following summary financial data reflects the combined operations of the Health Care Business. The summary historical and unaudited pro forma condensed combined financial data shown below should be read in conjunction with the sections herein entitled “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Combined Financial Statements,” and “Certain Relationships and Related Party Transactions,” as well as our audited combined financial statements and the corresponding notes included elsewhere in this information statement. For factors that could cause actual results to differ materially from those presented in the summary historical and pro forma condensed combined financial data, see “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this information statement.

We derived the summary historical combined financial information as of December 31, 2023 and 2022 and for each of the fiscal years ended December 31, 2023, 2022 and 2021 from our audited combined financial statements which are included elsewhere in this information statement.

The summary unaudited pro forma condensed combined financial information for the year ended December 31, 2023 has been derived from our unaudited pro forma condensed combined financial statements, which are included elsewhere in this information statement. The unaudited pro forma condensed combined financial data is based upon available information and assumptions that we believe are reasonable and supportable. The summary unaudited pro forma condensed combined financial data is for illustrative and informational purposes only. The summary unaudited pro forma condensed combined financial data may not necessarily reflect what our financial condition or results of operations would have been had we been a standalone company during the periods presented. In addition, the summary unaudited pro forma condensed combined financial data may not necessarily reflect what our financial condition, results of operations, and cash flows may be in the future.


	Pro Forma		Historical
	Year ended December 31,		Year ended December 31,
($ in millions)	2023		2023		2022		2021
Net sales
Sales of product	$	6,340	$	6,296	$	6,300	$	6,398
Sales of software and rentals	1,901		1,901		1,830		1,773
Total net sales	8,241		8,197		8,130		8,171
Operating expenses
Costs of product	3,200		3,023		2,953		2,773
Costs of software and rentals	481		481		482		475
Selling, general and administrative	2,321		2,243		2,235		2,278
Research and development	759		758		767		766
Total operating expenses	6,761		$	6,505	$	6,437	$	6,292
Operating income	1,480		1,692		1,693		1,879
Other expense (income) – net	591		25		1		(3)
Income before income taxes	889		1,667		1,692		1,882
Provision for income taxes	223		321		349		422
Net income	$	666	$	1,346	$	1,343	$	1,460
Cash from (used for) operating activities			$	1,915	$	1,679	$	2,202
Other data(a):
Adjusted operating income*	$	1,990	$	2,072	$	2,080	$	2,273
Free cash flow*			$	1,625	$	1,428	$	1,925

__________________

business. The adjusted measures are not in accordance with, nor are they a substitute for, GAAP measures. The non-GAAP financial measures presented in this information statement are supplemental measures of our performance and our liquidity that we believe help investors understand our underlying business performance and the Company uses these measures as an indication of the strength of the Company and its ability to generate cash.

*Non-GAAP financial measure.


	Pro Forma		Historical
	As of December 31,		As of December 31,
($ in millions)	2023		2023		2022
Cash and cash equivalents	$	600	$	194	$	61
Total assets	$	14,375	$	13,943	$	13,594
Long-term borrowings	$	8,319	$	—	$	—
Defined benefit pension	$	431	$	166	$	91
Total liabilities	$	10,984	$	2,277	$	1,852
Total equity	$	3,391	$	11,666	$	11,742
Total liabilities and equity	$	14,375	$	13,943	$	13,594

RISK FACTORS

You should carefully consider the following risks and other information in this information statement in evaluating Solventum and Solventum common stock. Any of the following risks and uncertainties could materially adversely affect Solventum’s business, financial condition or results of operations.

Risks Related to Solventum’s Business

General Economic Risks

Solventum’s results may be impacted by the effects of, and changes in, worldwide economic, political, regulatory, international trade and geopolitical conditions, natural disasters, war and other events beyond its control.

Solventum develops, manufactures, distributes and sells its products globally, and, accordingly, Solventum’s operations and the execution of its business strategies and plans are subject to global competition and economic and geopolitical risks that are beyond its control, such as, among other things, disruptions in financial markets, economic downturns, military conflicts, public health emergencies such as COVID-19, political changes and trends such as protectionism, economic nationalism resulting in government actions impacting international trade agreements, imposing trade restrictions such as tariffs, and retaliatory countermeasures, changes in regulatory regimes that could restrict Solventum’s ability to manufacture and sell its products (including healthcare regulatory regimes), diminished or insufficient protection of intellectual property and government deficit reduction and other austerity measures in locations or industries in which Solventum operates. Further escalation of specific trade tensions, including those between the United States and China, or more broadly of global trade conflict, could adversely impact Solventum’s business and operations around the world. Solventum’s business is also impacted by social, political and labor conditions in locations in which Solventum or its suppliers or customers operate; adverse changes in the availability and cost of capital; monetary policy; interest rates; inflation; recession; commodity prices; currency volatility or exchange control; ability to expatriate earnings; and other laws and regulations in the jurisdictions in which Solventum or its suppliers or customers operate. Both domestic and international markets experienced significant inflationary pressures in 2023, and inflation rates in the United States, as well as in other countries in which Solventum operates, may continue at elevated levels for the near term. Interest rate increases or other government actions taken to reduce inflation could also result in recessionary pressures in many parts of the world. Furthermore, currency exchange rates have been especially volatile in the recent past, and these currency fluctuations have affected, and may continue to affect, the reported value of Solventum’s assets and liabilities, as well as Solventum’s cash flows.

The global economy has been impacted by the military conflict between Russia and Ukraine. The United States and other governments have imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia. 3M suspended operations of its subsidiaries, including those of the Health Care Business, in Russia in March 2022 and, in September 2022, committed to a plan to exit the related net assets in Russia, including those of the Health Care Business, through a sale of 3M’s Russian subsidiaries that was consummated in June 2023. In the year ended December 31, 2022, Health Care recorded a charge of $8 million primarily related to impairment of net assets in Russia in connection with 3M management’s committed exit and disposal plan. In the fiscal year ended December 31, 2022, Health Care related sales in 3M’s Russian subsidiaries accounted for less than 1% of the combined net sales of the Health Care Business, approximately 2.4% of net sales for the fiscal year ended December 31, 2022 of the Dental Solutions segment, and less than 1% of net sales for all other business segments of the Health Care Business. Solventum did not experience any significant impact from this disposition. Solventum also has other operations that source certain raw materials from suppliers in Russia and has experienced related supply disruption due to the conflict. These geopolitical tensions could result in, among other things, cyberattacks, further supply chain disruptions impacting downstream customers, higher energy costs, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect Solventum’s business and supply chain.

In addition, natural disasters, such as hurricanes, tornadoes, windstorms, earthquakes, wildfires and floods and other extreme weather events (including those caused by climate change) and actions taken by the United States and other governments in response to such events could cause significant economic disruption and political and social

instability in the United States and areas outside of the United States in which Solventum operates. These events could result in decreased demand for Solventum’s products, adversely affect its manufacturing and distribution capabilities, cause physical damage to its facilities as well as those of its suppliers, customers and other business partners, negatively impact the health and well-being of individuals and communities in which Solventum or its suppliers or customers operate or increase the costs for or cause interruptions in the availability of natural resources, sources and supply of energy.

Unexpected events, such as those related to the coronavirus (COVID-19) public health crisis, may increase Solventum’s cost of doing business and disrupt Solventum’s operations.

Due to Solventum’s global operations, Solventum’s business is and will be impacted by unexpected events, including war, acts of terrorism, public health crises (such as the COVID-19 pandemic), civil unrest, natural disasters, and severe weather in the locations in which Solventum or its suppliers or customers operate, and these events have adversely affected, and could in the future adversely affect, Solventum’s operations and financial performance.

For example, the global pandemic associated with COVID-19, including related governmental responses to the pandemic, has significantly increased economic and demand uncertainty and has impacted and will continue to impact Solventum’s operations, including its supply chain and its manufacturing and distribution capabilities. Some of Solventum’s products are particularly sensitive to reductions in elective medical procedures, which have previously been suspended or reduced in markets where Solventum’s products are marketed and sold in response to the COVID-19 pandemic. It is not possible to predict whether elective medical procedures will again be suspended or reduced in the future due to a resurgence of COVID-19 or other epidemic and, to the extent individuals and customers are required to continue to de-prioritize, delay or cancel elective procedures, Solventum’s business, cash flows, financial condition and results of operations could be negatively affected. In addition, the COVID-19 pandemic has adversely impacted the continued service and availability of skilled personnel necessary to run Solventum’s operations, including through increased absenteeism in connection with the rise of COVID-19 variants. Although Solventum may seek to mitigate these staffing challenges through overtime and enlisting contingent labor, staffing shortages could strain Solventum’s operations and increase its expenses. In addition, Solventum may be unable to retain employees who object to governmental vaccine mandates or heightened safety protocols. To the extent Solventum’s management or other personnel are impacted in significant numbers by COVID-19 and are not available to perform their professional duties, Solventum could experience disruptions in its manufacturing operations or disruptions in other activities and other functions. A future resurgence of COVID-19 or other public health crisis may also affect the ability of suppliers and vendors to provide products and services to Solventum. Some of these factors may increase demand for certain Solventum products, while others may decrease demand from certain end markets or make it more difficult for Solventum to serve customers. Solventum may also experience customer requests for potential payment deferrals or other contract modifications, supply chain under-liquidation, delays of deliveries and the achievement of other billing milestones, delays or cancellations of new projects and related down payments, and other factors related, directly and indirectly, to the resurgence of the COVID-19 pandemic’s or other public health crises’ effects on its customers that adversely impact Solventum’s businesses. The COVID-19 pandemic has also impacted and the resurgence of the COVID-19 pandemic or other public health crisis may further impact the broader economies of affected countries, including negatively impacting economic growth, the proper functioning of financial and capital markets, foreign currency exchange rates, and interest rates.

Solventum is not able to predict the impact of unexpected events, such as the COVID-19 pandemic, and unexpected events may have a material adverse effect on its business, cash flows, financial condition and results of operations.

General Business Risks

Solventum’s future results may be affected by its operational execution.

Solventum’s financial results depend on the successful execution of its business operating plans. Solventum intends to monitor the dynamics of the economy, the healthcare industry and the markets in which it competes and

assess opportunities for improved operational effectiveness, productivity and efficiency and to better align expenses with revenues, while preserving its ability to make investments in research and development projects, capital and its people. There can be no assurance that Solventum will realize the benefits of such activities, or that such activities will not result in unexpected consequences, such as a reduced ability to generate sales or provide the experience that Solventum’s customers, suppliers, vendors, and channel partners expect from it. Further, such improvements may be realized later than expected, and the ongoing costs of implementing these plans might be greater than expected. These measures could yield unintended consequences, such as distraction of Solventum’s management and employees, business disruption, inability to attract or retain key personnel and reduced employee productivity, any of which could negatively affect Solventum’s business, sales, financial condition and results of operations. If these measures are not successful or sustainable, Solventum might undertake additional realignment and cost reduction efforts, which could result in future charges.

In addition, the ability to adapt Solventum’s business model and other changes, including responding to evolving customer needs and service expectations, are important. If Solventum is unable to demonstrate these abilities, it could negatively impact Solventum’s ability to win new business, drive revenue and enhance its brand. Operational challenges, including those related to customer service, pace of change and productivity improvements, could result in a material adverse effect on Solventum’s business, results of operations, financial condition and cash flows.

Our brands are critical to our success, and damage to our reputation or our brands could adversely affect our business, results of operations or financial condition.

Our ability to compete successfully depends on the strength of our brands. Developing and maintaining the reputation of our brands is a critical component of our relationship with consumers, customers, manufacturers, suppliers, distributors and other third-party partners, including healthcare professionals, influencers and other individuals with whom we have relationships. We believe consumers, customers and third-party partners value the reputation and status of our brands. As a result, we devote significant time and resources to programs designed to grow, protect and preserve our brands. However, these efforts may not be successful, and failure to maintain the value of our brands could impact our brand loyalty with consumers, customers and third-party partners and otherwise adversely affect our business, results of operations or financial condition.

Our reputation and our brands could in the future be damaged by negative publicity, whether or not valid. Negative publicity could relate to our company, our brands, our products, our supply chain, our ingredients, our packaging, our ESG practices, our employees or any other aspect of our business. Our reputation or our brands could also be adversely affected by negative publicity related to our industry, our competitors, our competitors’ products, our customers or our third-party partners, including healthcare professionals, and other individuals with whom we have relationships, even if the publicity is not directly related to our company or our brands and even if the publicity is not accurate. In addition, widespread use of digital and social media platforms around the world has greatly increased the accessibility of information and the speed with which it is disseminated, which has made, and likely will continue to make, maintaining our reputation and our brands more challenging. Damage to our reputation or our brands could cause consumers, customers and third-party partners to lose trust in our products, require us to expend substantial resources to remedy the damage or otherwise adversely affect our business, results of operations or financial condition.

Acquisitions, strategic alliances, divestitures, and other strategic events resulting from portfolio management actions and other evolving business strategies, and possible organizational restructuring could affect future results.

Solventum intends to monitor its business portfolio and organizational structure and may make acquisitions, divestitures and changes to its organizational structure or enter into strategic alliances or joint ventures. These activities may result in substantial investment of Solventum’s resources. The success of any such activities will depend upon a number of factors, including Solventum’s ability to:

•identify suitable acquisition targets or assets, conduct due diligence, negotiate transactions on favorable terms, and ultimately complete such transactions;

•compete for acquisition targets and assets, which may lead to substantial increases in purchase price or terms that are less attractive to Solventum;

•finance any future acquisition, investment, alliance or other transaction on terms acceptable to Solventum, if at all (which may involve the use of Solventum’s shares for payment of the purchase price);

•comply with applicable laws and regulations, including foreign laws and regulations;

•obtain any legally required rulings by antitrust or other regulatory bodies;

•successfully and timely integrate and operate acquired businesses;

•protect intellectual property and prevail in litigation relating to newly acquired technologies;

•predict or realize expected growth opportunities, cost savings, synergies, and market acceptance of acquired companies’ products; and

•successfully identify and retain key target employees and customers.

In addition, acquisitions may expose Solventum to significant risks and uncertainties, including failure to identify significant non-compliant behaviors or practices by, or liabilities relating to, the acquisition target (or its agents) prior to acquisition; successor liability imposed by regulators for actions by the acquisition target (or its agents) prior to acquisition; and diversion of management’s attention from existing operations to the acquisition and integration process. Such transactions will be subject, in certain circumstances, to the consent of 3M under the Tax Matters Agreement, as discussed in “—Risks Related to the Separation and Distribution.” There can be no assurance that any future transactions of this type will be pursued or, if pursued, will be successful.

Solventum’s business dealings may involve third-party partners in various markets, and the actions or inactions of these third parties could adversely affect its business.

Solventum’s business dealings may involve third-party partners such as distributors, dealers, wholesalers, packagers, resellers, agents, and others. Such dealings expose Solventum to known and unknown risks, including risks related to economic, political, and regulatory environments, performance and quality control, difficulty in establishing additional or replacement suppliers in a timely or cost-effective manner in the event of termination, conflicts of interest, and legal and regulatory violations committed by these third parties, which may not be subject to Solventum’s control. These third parties may suffer or cause Solventum to suffer commercial, financial, or reputational harm or violate local laws or regulations, each of which may be outside of Solventum’s control and could jeopardize its ability to continue doing business in these markets or cause its relationships to deteriorate. A reduction or interruption in the supply of materials or components used in manufacturing Solventum’s products, due to factors such as one or more suppliers experiencing reductions in operations and/or worker absences due to the COVID-19 pandemic or other health epidemics, an inability to timely develop and validate alternative sources if required, or a significant increase in the price of such materials or components, could adversely affect Solventum’s business, results of operations, financial condition, cash flows or reputation.

Solventum may not be able to access the capital and credit markets on terms that are favorable to Solventum, or at all.

Solventum expects to access the capital markets to supplement its existing funds and cash generated from operations to satisfy its needs for working capital, to meet capital expenditure and debt service requirements, and for other business initiatives. Solventum’s ability to issue additional debt or enter into other financing arrangements on acceptable terms could be adversely affected by its debt levels, unfavorable changes in economic conditions or uncertainties that affect the capital markets, including disruption caused by the COVID-19 pandemic. In the event of adverse capital and credit market conditions, Solventum may be unable to obtain capital market financing on favorable terms, or at all.

Change in Solventum’s credit ratings could increase cost of funding.

Solventum’s credit ratings are important to its cost of capital. The major rating agencies will routinely evaluate Solventum’s credit profile and assign debt ratings to Solventum. This evaluation is based on a number of factors, which include financial strength, business and financial risk, as well as transparency with rating agencies and timeliness of financial reporting. As of [ ] 2024, Solventum has a credit rating of [ ] from Moody’s Investors Service and a credit rating of [ ] from S&P Global Ratings. Changes in Solventum’s credit ratings could adversely affect its ability to obtain capital market financing and the cost of such financing. Moreover, a reduction in Solventum’s credit rating to below investment-grade could cause certain customers to reduce or cease to do business with Solventum, which would adversely impact its financial performance.

Foreign currency exchange rates and fluctuations in those rates may affect Solventum’s ability to realize projected growth rates in its sales and earnings.

Because Solventum’s financial statements are denominated in U.S. dollars and a material percentage of its revenues are derived from outside the United States, Solventum’s results of operations and its ability to realize projected growth rates in sales and earnings could be adversely affected if the value of the U.S. dollar strengthens significantly against foreign currencies.

Solventum cannot predict with any certainty changes in foreign currency exchange rates or its ability to mitigate these risks. Solventum may experience additional volatility because of increasing inflationary pressures and other macroeconomic factors, including in emerging market countries. Solventum may be unable to hedge the effects of foreign exchange rate changes in a cost-effective manner.

Changes in interest rates could adversely affect Solventum.

Solventum may be exposed to changes in interest rates, including through variable rate debt and due to the fact that increases in interest rates may adversely affect the financial condition of Solventum’s counterparties in a manner that may affect their ability to transact with Solventum or their demand for Solventum’s products and services. Any of the foregoing could adversely affect Solventum’s business, results of operations, financial condition and cash flows.

Market Dynamic Risks

Solventum operates in highly competitive markets, competition may increase in the future, and the healthcare industry may be disrupted, causing Solventum to lower prices or resulting in a loss of market share.

Healthcare markets are characterized by rapidly evolving technology, frequent introduction of new products, intense competition and pricing pressure. Solventum faces substantial competition from international and domestic companies of all sizes, including existing competitors, new market entrants and non-traditional entrants. Demand for Solventum’s products and services, which impacts revenue and profit margins, will be affected by, among other things, (i) the development and timing of the introduction of competitive products and services; (ii) Solventum’s pricing strategies; (iii) changes in customer order patterns, such as changes in the levels of inventory maintained by customers, vendors, or channel partners; (iv) changes in customers’ preferences for Solventum’s products and services, including the success of products and services offered by competitors; (v) changes in customer designs for their products and services that can affect the demand for Solventum’s products and services; (vi) changes in the business environment related to disruptive technologies, such as artificial intelligence, block-chain, expanded analytics and other enhanced learnings from increasing volume of available data; (vii) local market conditions, such as mandatory intellectual property transfers, protectionist measures and other government policies supporting increased local competition; (viii) costs of production or delivery, whether due to geographic location, currency fluctuations, taxes, duties, or otherwise; (ix) the perception of Solventum’s brand and image in the market; (x) changing regulatory standards, legal requirements, or enforcement rigor; (xi) failure to acquire or effectively integrate businesses and technologies that complement or expand Solventum’s existing businesses; and (xii) consolidation among customers, suppliers, channel partners or competitors.

In addition, Solventum’s inability to obtain and maintain regulatory authorizations for, and supply commercial quantities of, Solventum’s offerings as quickly and effectively as its competitors could limit market acceptance. Solventum’s competitors may also have greater financial, marketing and other resources, respond more quickly to new or emerging technologies, undertake more extensive marketing campaigns; adopt more aggressive pricing policies, or be more successful in attracting potential customers, employees and strategic partners.

Consolidation in the healthcare industry could have an adverse effect on Solventum’s revenues and results of operations.

Many healthcare industry companies, including healthcare systems, distributors, manufacturers, providers, and insurers, are consolidating or have formed strategic alliances. As the healthcare industry consolidates, competition to provide products and services is expected to continue to intensify, resulting in pricing pressures, decreased average selling prices and the exclusion of certain suppliers from important market segments. Consolidations create larger enterprises with greater negotiating power and may result in the loss of a Solventum customer where the combined enterprise selects one distributor from two incumbents. If consolidation trends continue, it could adversely affect Solventum’s business results, cash flows, financial condition, or prospects. If Solventum faces an increase in costs or reduces its prices because of industry consolidation, or if Solventum loses customers as a result of consolidation, its business, results of operations, financial condition and cash flows could be adversely affected.

Reductions in customers’ research budgets or government funding may adversely affect Solventum’s business.

Solventum’s customers include hospitals, universities, healthcare providers, government agencies and public and private research institutions; in particular, Solventum’s Health Information Systems segment sells products to ministries of health. Research and development spending of such customers can fluctuate based on spending priorities and general economic conditions. The level of government funding of research and development is unpredictable. The availability of governmental research funding may be adversely affected by many factors, including public spending priorities, available resources, economic conditions and governmental spending reductions, particularly during periods of economic uncertainty. Stalemates in national, regional, or local government budgeting decisions could also lead to substantial delays or reductions in governmental spending. Any reduction or delay in governmental funding could cause Solventum’s customers to delay or forgo purchases of its products.

Solventum’s growth objectives are largely dependent on the timing and market acceptance of its new product and service offerings, including its ability to continually renew its pipeline of new products and services and to bring those products and services to market.

A significant element of Solventum’s strategy is to increase revenue growth by focusing on innovation and new product and service development. New service and product development requires significant investment in research and development, clinical trials and regulatory approvals. The ability to bring new products and services to market is subject to difficulties or delays in product and service development, such as the inability to identify viable new products and services, obtain adequate intellectual property protection, regulatory approvals and reimbursement in the United States and abroad, and successfully complete clinical trials or gain market acceptance of new products and services. It is uncertain when or whether Solventum’s products, services, or solutions currently under development will be launched or will be commercially successful. Additionally, new offerings may be quickly rendered obsolete by changing customer preferences, changing industry standards, or competitors’ innovations or reverse engineering efforts. If Solventum cannot successfully introduce new offerings that address the needs of its customers, Solventum’s offerings may become obsolete, and its business results, cash flows, and financial condition could suffer.

The success of many of Solventum’s products depends upon certain key healthcare professionals.

Solventum works with leading global healthcare professionals who provide considerable knowledge and experience. The research, development, marketing and sales of many of Solventum’s products depend on maintaining working relationships with healthcare professionals. Solventum relies on these professionals for assistance in the development and marketing of its products. The resurgence of the COVID-19 pandemic or other public health crisis may limit access to these professionals, and resulting travel restrictions, shutdowns and similar

measures in response to any such public health crisis may impact Solventum’s ability to maintain these relationships, which in turn would adversely affect its ability to develop, market and sell new and improved products. If new laws, regulations, or other developments limit Solventum’s ability to appropriately engage these professionals or to continue to receive their advice and input or Solventum is otherwise unsuccessful in maintaining strong working relationships with these healthcare professionals, the success of Solventum’s products could suffer, which could result in a material adverse effect on its business, results of operations, financial condition and cash flows.

Changes in reimbursement practices of third-party payers or other cost containment measures could affect the demand for Solventum’s products and the prices at which they are sold.

Sales of many of Solventum’s products directly or indirectly depend on the availability of reimbursement and the amount of reimbursement that its customers may seek from various third-party payers, including government programs, authorities, or agencies (e.g., Medicare and Medicaid in the United States), and private health plans. The coverage policies and reimbursement levels of third-party payers, which can vary among public and private sources and by country, may affect which products customers purchase and the prices they are willing to pay for those products in a particular jurisdiction. Reimbursement rates can also affect the market acceptance rate of new technologies and products.

In general, employers and third-party payers, particularly in the United States, have become increasingly cost-conscious, with higher deductibles imposed in many medical plans. Additionally, austerity measures or other reforms by foreign governments may limit, reduce or eliminate payments for Solventum’s products and adversely affect both pricing flexibility and demand for Solventum’s products. Even if Solventum develops promising new products, it may find limited demand for the products unless reimbursement approval is obtained from third-party payers. Further legislative or administrative reforms that impact reimbursements or pricing could result in a material adverse effect on its business, results of operations, financial condition and cash flows.

In addition, current or worsening economic conditions, including recessionary pressures, may adversely affect the ability of Solventum’s customers to pay for its products and services, and the amount spent on healthcare generally, which could result in decreased demand for Solventum’s products and services, declining cash flows, longer sales cycles, slower adoption of new technologies and increased price competition.

Pricing pressure has also increased due to continued consolidation among healthcare providers, trends towards managed care, the shift towards governments becoming the primary payers of healthcare expenses, reduction in reimbursement levels and medical procedure volumes, and government laws and regulations relating to sales and promotion, reimbursement and pricing generally. As a result of these and other measures, including future measures or reforms that cannot be predicted, reimbursement may not be available or sufficient to allow Solventum to sell its products on a competitive basis. Legislation and regulations affecting reimbursement for Solventum’s products may change at any time. Solventum cannot predict the impact of these pressures and initiatives or any negative effects of any additional regulations that may affect its business.

Solventum’s future results are subject to vulnerability with respect to materials and fluctuations in the costs and availability of purchased components, compounds, raw materials, energy, production capacity and labor due to shortages, increased demand and wages, logistics, supply chain interruptions, manufacturing site disruptions, regulatory developments, natural disasters and other disruptive factors.

Solventum depends on various components, compounds, raw materials, and energy (including oil and natural gas and their derivatives) supplied by others for the manufacturing of its products. If suppliers fail to meet their delivery obligations, raise prices, or cease to supply to Solventum, it may continue to cause delays in delivery or significantly increase Solventum’s costs. If Solventum loses suppliers, if their operations are substantially interrupted, if their prices continue to increase significantly due to inflationary pressures, or if any of them fail to meet performance or quality specifications, Solventum may be required to identify and qualify one or more replacement suppliers. This also may require Solventum to redesign or modify its products to incorporate new components and obtain regulatory authorization, qualification or certification of these redesigned or modified products.

Supplier relationships could be interrupted due to supplier material shortages, climate impacts, natural and other disasters, equipment malfunctions, transportation delays, inflationary pricing pressures, work stoppages, labor shortages and other disruptive events such as military conflicts, or could be terminated. In addition, some of Solventum’s suppliers are limited- or sole-source suppliers, and Solventum’s ability to meet its obligations to customers depends on the performance, product quality, and stability of such suppliers and Solventum’s ability to source alternatives in a cost effective manner. Any sustained interruption in Solventum’s receipt of adequate supplies or the distribution of Solventum’s products, or disruption to key manufacturing sites’ operations due to natural and other disasters or events, such as government actions relating to discharge or emission permits or other legal or regulatory requirements, could result in a material adverse effect on its business, results of operations, financial condition and cash flows. In addition, there can be no assurance that Solventum’s processes to minimize volatility in component and material pricing will be successful or that future price fluctuations or shortages will not result in a material adverse effect on its business, results of operations, financial condition and cash flow and its ability to fulfill supply obligations to its customers. Solventum could incur contractual penalties, experience a deterioration in customer relationships, or suffer harm to its reputation if Solventum is unable to fulfill its obligations to customers, any of which could have a material adverse effect on Solventum’s business, results of operations, financial condition and cash flows. The risks of disruption, including from war, natural disasters, climate change-related physical and transitional risks, actual or threatened public health emergencies, or other business continuity events could adversely affect Solventum’s operations and limit Solventum’s ability to meet its commitments to customers or significantly impact its financial results and condition.

Solventum’s business also depends on having sufficient production capacity to meet the demand for Solventum’s products and to support Solventum’s future growth. Solventum is conducting capital expansion efforts to increase its manufacturing capacity in certain areas of its operations. These efforts may not be successful. If this is the case, it could adversely affect Solventum’s operations and limit Solventum’s ability to support future growth or significantly impact its financial results and condition.

In addition, many of Solventum’s products require sterilization prior to sale, and Solventum utilizes contract sterilizers to perform this service. To the extent Solventum’s contract sterilizers are unable to sterilize Solventum’s products, whether due to capacity, availability of materials for sterilization, regulatory or other constraints, including federal and state regulations on the use of ethylene oxide, Solventum may be unable to transition to alternative internal or external resources or methods in a timely or cost effective manner or at all, which could have a material impact on Solventum’s results of operations and financial condition.

3M is the sole source of supply for raw materials used in certain of our products and our business will be harmed if 3M does not satisfy our requirements.

3M is currently, and following the separation and distribution will continue to be, the sole source of supply for certain chemical materials and inputs used in products of the Health Care Business (including transparent IV film dressings, biological indicators for sterilization assurance, medical securement tapes, and dental composites and cements) that accounted for approximately $3 billion of the revenue of the Health Care Business for fiscal year 2023, including a material with a manufacturing process proprietary to 3M that is used in products of the Health Care Business accounting for approximately $2 billion of the revenue of the Health Care Business for fiscal year 2023. While 3M has agreed to supply these items to Solventum for a period of time following the separation and distribution (see the section titled “Certain Relationships and Related Party Transactions – Master Supply Agreement”), our business will be harmed if 3M does not satisfy our requirements during such period of time, and Solventum may subsequently need to either reach agreement with 3M for an extended supply arrangement, develop its own manufacturing capabilities for these materials or identify an appropriate substitution or product reformulation in order to continue manufacturing and selling the applicable products. There is no guarantee that 3M will agree to continue to supply these materials following the term of the supply agreement, on commercially reasonable terms or at all. At this time, the Health Care Business has not identified an appropriate substitute input to replace the materials supplied by 3M, and the Health Care Business does not currently have the capability to manufacture such materials itself. If 3M’s obligation to supply us with this material ends before we can develop or secure an alternative source of supply, the related product sales, which may be material, will be at risk. Any alternatives we pursue to mitigate this risk might also result in higher costs to source or produce the relevant products. Solventum’s failure to ensure a continuing supply of these materials or find acceptable substitutes, or the

costs incurred by Solventum in connection with securing such continuing supply or finding such substitutes, could have a material adverse effect on Solventum’s business, including potentially the loss of revenue from the relevant products.

The estimates of market opportunity and forecasts of market growth included in this information statement may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, or at all.

The estimates of market opportunity and forecasts of market growth included in this information statement may prove to be inaccurate. Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, including as a result of any of the risks described in this information statement.

The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable customers covered by our market opportunity estimates will purchase our products at all or generate any particular level of net revenues for us. In addition, our ability to expand in any of our target markets depends on a number of factors, including the cost, performance, quality and perceived value associated with our products and services. Even if the markets in which we compete meet the size estimates and growth forecasted in this information statement, our business could fail to grow at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this information statement should not be taken as indicative of our future growth.

Legal and Compliance Risks

Solventum is subject to risks related to international, federal, state, and local treaties, laws, and regulations that are subject to change at any time, as well as compliance risks related to legal or regulatory requirements, contract requirements, policies and practices, or other matters that require or encourage Solventum or its suppliers, vendors, or channel partners to conduct business in a certain way. The outcome of legal and regulatory proceedings related to compliance with the treaties, laws, regulations, and requirements could have a material adverse effect on Solventum’s business, results of operations, financial condition and cash flows.

Solventum operates globally, including in some jurisdictions that pose potentially elevated risks of fraud or corruption or increased risk of internal control issues, and is subject to risks related to international, federal, state, and local treaties, laws, and regulations, including those involving product liability; antitrust; intellectual property; environmental, health, and safety; tax; the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-bribery laws; international import and export requirements and trade sanctions compliance; regulations of the FDA and similar foreign agencies; privacy laws and information security policies and regulations; and U.S. federal healthcare program-related laws and regulations including the False Claims Act, anti-kickback laws and the Sunshine Act. Solventum is also subject to compliance risks related to legal or regulatory requirements, contract requirements, policies and practices, or other matters that require or encourage Solventum and its suppliers, vendors, or channel parties, to conduct business in a certain way. In particular, Solventum is subject to legal risks with respect to the below laws and regulations:

•Antitrust — Regulatory authorities may have authority in the event of alleged non-compliance with applicable law to impose fines and sanctions on Solventum or to require changes or impose conditions on the way Solventum conducts business. Under certain circumstances, violations of antitrust laws could result in suspension or debarment of Solventum’s ability to contract with certain parties or complete certain transactions. In addition, an increasing number of jurisdictions also provide private rights of action for competitors or consumers to seek damages asserting claims of anti-competitive conduct. An adverse outcome under any such investigation or audit could subject Solventum to fines or criminal or other penalties.

•FCPA and other anti-bribery laws — The failure to comply with the FCPA and similar anti-corruption and anti-bribery laws could result in significant civil fines and penalties or criminal sanctions against Solventum. Because of the predominance of government-sponsored healthcare systems around the world,

many customer relationships outside of the United States are with governmental entities, the employees of which may be considered government officials under such laws. Many anti-corruption laws also prohibit bribery of private sector individuals, and thus extend far beyond interactions with government officials. Solventum is subject to the FCPA’s accounting provisions, which require Solventum to keep accurate books and records and to maintain an adequate system of internal accounting controls sufficient to provide reasonable assurances of management’s control, authority, and responsibility over Solventum’s assets. Global enforcement of anti-corruption laws has increased substantially in recent years, with more frequent voluntary self-disclosure by companies, aggressive investigations (including coordinated investigations across countries and governmental authorities) and enforcement proceedings by U.S. and non-U.S. governmental agencies, and assessment of significant civil and criminal fines, penalties, and other sanctions against companies and individuals. From time to time, Solventum or its affiliates receive reports, internally and externally, via various reporting channels, about business and other activities that raise compliance or other legal or litigation issues. Solventum has been in the past, and in the future could be, required to investigate such reports and cooperate with U.S. and foreign regulatory authorities in such investigations, audit, monitor compliance or alter its practices as part of such investigations. While Solventum maintains and implements U.S. and international compliance programs, including policies and procedures, training, and internal controls designed to reduce the risk of noncompliance, Solventum’s employees, suppliers, vendors, channel partners or agents may violate such policies and procedures and engage in practices that contravene relevant laws and regulations. Any alleged or actual violations of these anti-corruption laws may subject Solventum to government scrutiny, criminal or civil sanctions and other liabilities, including exclusion from government contracting, and could disrupt its business, adversely affect its reputation and result in a material adverse effect on its business, results of operations, financial condition and cash flows.

•Environmental Laws — Solventum is subject to environmental, health, and safety laws, and regulations concerning, among other things, the generation, handling, transportation, and disposal of hazardous substances or wastes, the remediation of hazardous substances or materials at various sites, and emissions or discharges into the land, air or water. If Solventum or its suppliers violate these environmental laws and regulations, facilities could be shut down, and violators could be fined or otherwise sanctioned. New laws and regulations, violations of these laws or regulations, stricter enforcement of existing requirements, or the discovery of previously unknown contamination could require Solventum to incur costs or could become the basis for new or increased liabilities that could be material.

•Anti-Kickback and False Claims Laws — Solventum’s products are purchased by healthcare providers that typically bill various third-party payers, such as governmental healthcare programs (e.g., Medicare, Medicaid and comparable non-U.S. programs), private insurance plans and managed care plans, for the healthcare services provided to their patients. As a result, Solventum’s products are subject to regulation regarding quality and cost by the United States Department of Health and Human Services, including the Centers for Medicare & Medicaid Services (“CMS”), as well as comparable state and non-U.S. agencies responsible for reimbursement and regulation of healthcare goods and services, including laws and regulations related to kickbacks, false claims, self-referrals and healthcare fraud. Many states have similar laws that apply to reimbursement by state Medicaid and other funded programs as well as in some cases to all payers. As a manufacturer of products reimbursable by federal healthcare programs, Solventum is subject to the Physician Payments Sunshine Act, which requires it to annually report certain payments and other transfers of value it makes to U.S.-licensed physicians or U.S. teaching hospitals. Any failure to comply with these laws and regulations could subject Solventum or its officers and employees to criminal and civil financial penalties.

•Data Privacy and Cybersecurity Laws — Because Solventum is a business with a significant global footprint, compliance with evolving regulations and standards in data privacy and cybersecurity may result in increased costs, compliance challenges, and the threat of increased regulatory enforcement activity. Solventum’s business relies on the secure electronic transmission, storage and hosting of sensitive information, including personal information, protected health information, financial information, intellectual property and other sensitive information related to our customers and workforce. Solventum is required to comply with increasingly complex and changing legal and regulatory requirements that govern

the collection, use, storage, security, transfer, disclosure and other processing of personal data in the United States and in other countries, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH), the California Consumer Privacy Act (CCPA) and other similar state laws in the United States, the European Union’s Global Data Protection Regulation (GDPR), the United Kingdom’s Data Protection Act 2018 and General Data Protection Regulation, China’s Personal Information Protection Law, PRC Cybersecurity Law and Personal Data Cross Border Transfer Rule, and various other country-specific requirements at the state and federal level around the world. In addition, privacy laws and regulations are becoming stricter and may potentially impose additional requirements on Solventum’s business, and certain jurisdictions have implemented data localization laws which can be costly and operationally difficult to satisfy. Solventum cannot be sure how these laws and regulations will be interpreted, enforced, or applied to its operations. In addition to the risks associated with enforcement activities and potential contractual liabilities, Solventum’s ongoing efforts to comply with evolving laws and regulations may be costly and require ongoing modifications to its policies, procedures, and systems. If Solventum or third parties fail to adequately safeguard confidential personal data, or if such information or data are wrongfully used by Solventum or third parties or disclosed to unauthorized persons or entities, such an event could result in a material adverse effect on its business, results of operations, financial condition and cash flows.

Solventum’s results of operations could be adversely impacted if the costs to comply with these evolving treaties, laws, regulations, and requirements are greater than projected by Solventum. In addition, the outcome of legal and regulatory proceedings related to compliance with these treaties, laws, regulations, and requirements are difficult to reliably predict, may differ from Solventum’s expectations, and can result in, among other things, government scrutiny; criminal, civil or administrative sanctions, including fines; limitations on the extent to which Solventum can conduct business; employee and business partner terminations due to policy violations; reputational damage; private rights of action that result in litigation exposure, including expenses and costs incurred in connection with settlement or court proceedings, for Solventum; and other liabilities. In some instances, Solventum may make self-disclosures to relevant authorities that may pursue or decline to pursue enforcement proceedings against it. In addition, detecting, investigating and resolving actual or alleged violations of these acts is expensive and could consume significant time and attention of Solventum’s senior management. Although Solventum maintains general liability insurance to mitigate monetary exposure, the amount of liability that may result from certain of these risks may not always be covered by, or could exceed, the applicable insurance coverage. Various factors or developments can lead Solventum to change current estimates of liabilities and related insurance receivables where applicable or make such estimates for matters previously not susceptible of reasonable estimates, such as a significant judicial ruling or judgment, a significant settlement, significant regulatory developments or changes in applicable law. Conducting internal investigations or responding to audits or investigations by government agencies could be costly and time-consuming. A future adverse ruling, settlement or unfavorable development could result in future charges that could result in a material adverse effect on its business, results of operations, financial condition and cash flows in any particular period. In addition, negative publicity related to the matters noted above or other matters involving Solventum may negatively impact Solventum’s reputation.

Solventum may face potential liabilities related to PFAS, which could adversely impact Solventum’s results.

3M has agreed to assume, and indemnify and defend us against, certain liabilities relating to PFAS, generally including all such liabilities relating to the pre-separation period, as well as certain liabilities relating to Solventum products that contain PFAS and that continue to be sold on the same basis by Solventum following the separation through 2025. As an independent company, Solventum will generally be responsible for all PFAS-related liabilities resulting from the business, operations and activities of the Health Care Business as conducted at any time at or after the separation, subject to the foregoing indemnification by 3M of certain liabilities relating to certain Solventum products sold through 2025. See the sections titled “Certain Relationships and Related Party Transactions – Agreements with 3M – Separation and Distribution Agreement – PFAS Liabilities” and “—Risks Related to the Separation and Distribution—Satisfaction by Solventum of its post-distribution indemnification obligations or 3M’s failure to satisfy its post-distribution indemnification obligations could have a material adverse effect on Solventum’s financial condition, results of operations and cash flows.”

Certain products of the Solventum Business, like the products of other companies in Solventum’s industries, contain or are enabled by PFAS. 3M announced in December 2022 that it would work to discontinue the use of PFAS across its product portfolio by the end of 2025, and, as described above, 3M has agreed to indemnify Solventum for certain PFAS-related product claims related to sales of products through such date. The Health Care Business has also taken actions to meet this goal while owned by 3M, and, except as described below, Solventum intends to continue to work toward this goal following the distribution. In addition, Solventum understands that 3M intends to cease supplying Solventum with PFAS-related products or components by the end of 2025.

Solventum continues to evaluate the availability of third-party components and products that do not contain PFAS in connection with working towards the goal of discontinuing the use of PFAS in its products. Depending on the availability and feasibility of such third-party components and products not containing PFAS (including the ability to obtain any required regulatory approvals), Solventum expects there will be some circumstances in which the use of PFAS-containing materials manufactured by third parties and used in certain applications in Solventum’s product portfolio, such as o-rings, gaskets and seals, membranes, molded plastic parts, release liners, circuit boards, certain electronics and lithium ion batteries and printed circuit boards widely used in commerce across the industries in which Solventum operates, will continue beyond 2025, in which case the 3M indemnification described above would not be available with respect to sales of products containing such materials after 2025. For example, o-rings, gaskets and seals and are used in filters needed for high stress process conditions, molded plastic parts are used in the plastic housing of perioperative temperature management devices, medical grade membranes are used in negative pressure wound therapy fluid canisters, release liners are used with adhesive dressings, circuit boards are used in electronic hardgoods, such as negative pressure wound therapy devices, and lithium ion batteries are included in surgical clippers. In such instances, Solventum intends to continue to evaluate the adoption of third-party products and components that do not contain PFAS to the extent such products and components become available and such adoption is feasible. As noted above, many companies in Solventum’s industries use PFAS-containing products and components, and Solventum believes that its use of such products and components is of a nature and magnitude that is broadly consistent with that of other companies in these industries.

Solventum has noticed accelerating regulatory and legislative activities concerning PFAS in the United States, Europe and elsewhere, including increasingly strict restrictions on various uses of PFAS in products, as well as increased litigation relating to PFAS being filed against other parties. The potential options available to Solventum following the effective date of the distribution, and following 2025 (after which sales by Solventum of products containing or enabled by PFAS will no longer be subject to indemnification from 3M), regarding the use of PFAS in products will involve risks, which risks may be material, and could have a material adverse effect on Solventum’s results of operations, cash flows or consolidated financial position.

Climate change or legal, regulatory or market measures to address climate change may materially adversely affect Solventum’s business, results of operations, financial condition and cash flows.

The effects of global climate change present risks to Solventum’s business. The impacts of climate change may include physical risks (e.g., rising sea levels or frequency and severity of extreme weather conditions, including natural disasters), social and human effects (e.g., population dislocations or harm to health and well-being), compliance costs and transition risks (e.g., regulatory or technology changes), shifts in market trends (e.g., customers increasingly prioritize purchasing products that are sustainably made) and other adverse effects. Such impacts may disrupt Solventum’s supply chain and operations by adversely affecting its ability to procure goods or services required for the operation of its business at the quantities and levels it requires due to impairment of the availability and cost of certain products, materials, commodities and energy. These outcomes may in turn result in customers transitioning to competitive products, loss of market share, negative publicity, reputational damage, loss of customer confidence or other negative consequences (including a decline in stock price).

There has also been increased focus by federal, international, state and local regulatory and legislative bodies to combat and/or limit the effects of climate change through a variety of means, including regulating greenhouse gas emissions (and the establishment of enhanced internal processes or systems to track them), policies mandating or promoting the use of renewable or zero-carbon energy and sustainability initiatives, and additional taxes on fuel and energy. If legislation or regulations are enacted or promulgated in the United States or in any other jurisdiction in which Solventum does business that impose more stringent restrictions and requirements than its current legal or

regulatory obligations, Solventum and companies in its supply chain may experience increased compliance burdens and costs to meet the regulatory obligations, which could cause disruption in the sourcing, manufacturing and distribution of its products and adversely affect its business, results of operations, financial condition and cash flows.

Additionally, the impacts of climate change may further influence customer preferences and requirements, such as increased demand for products with lower environmental footprints, and for companies to produce and demonstrate progress against greenhouse gas reduction plans and targets. Failure to provide climate-friendly products or demonstrate greenhouse gas reductions could potentially result in loss of market share.

Solventum operates in a strictly regulated industry, and compliance with laws and regulations applicable to the commercialization of Solventum’s products is costly and failure to comply may result in significant penalties.

The products Solventum develops, manufactures, and commercializes are regulated in most of the markets Solventum serves. These regulations are promulgated and enforced by government bodies in individual countries. These regulations govern the methods and controls used for the design, manufacture, packaging, labeling, storage, safety, sales and distribution, marketing clearance or approval, advertising and promotion, sterilization, installation, servicing, performance and effectiveness of the products Solventum sells globally. These regulations apply to all facilities of Solventum’s business that conduct the activities previously described, regardless of where the facilities are located. These regulations apply to the activities performed by most of Solventum’s employees, including but not limited to, sales and marketing, research and development, regulatory affairs, quality assurance, medical affairs, and operations, both before and after a product is commercially distributed. Importantly, these regulations differ by country and/or region and are dynamic.

Solventum commits a significant amount of resources to maintain compliance with these regulations. Compliance with these regulations requires Solventum to create systems, processes and procedures that are aligned with the regulations in all markets Solventum serves. Compliance also requires Solventum to maintain knowledge of the current regulations that govern its activities. As these regulations change, Solventum must adapt its systems, processes, and procedures to comply with the new regulations.

Governing bodies monitor compliance, among other ways, by conducting regularly occurring and unexpected audits of Solventum’s facilities. These audits are conducted to determine if Solventum’s systems, processes, and procedures comply with the current regulations in the markets it serves. After each audit, the governing body typically provides a report of their findings. The report describes the observations made during the audit. Sometimes these observations describe minor non-compliance issues in Solventum’s systems, processes, and procedures. Often, these gaps require commensurate modifications but have no impact to Solventum’s ability to continue operations and commercialization of its products. In rare situations, the governing body may find significant or major non-compliance issues in Solventum’s systems, processes, and procedures. If a governing body concludes, through these audits or otherwise, that Solventum is not in compliance with applicable laws or regulations or that any of its products are defective, ineffective, or pose an unreasonable risk for patients, users, or others, the governing body may require Solventum to recall a product or products, retract promotional materials, and/or cease shipment of products, among other required actions; these requirements may remain in place until Solventum can demonstrate adequate compliance. Failure to demonstrate adequate modifications to Solventum’s systems, processes, and procedures and continued compliance or repeat findings may result in more significant enforcement actions including but not limited to: warning letters, revocation of product approvals and licenses, injunctions, product seizure, penalties and fines, consent decrees, and criminal prosecution, among other actions. These actions may have a negative impact to Solventum’s capital expenditures, earnings, and competitive position.

To market its products internationally in compliance with applicable medical device and pharmaceutical regulations, Solventum must obtain approvals for products and product modifications. The regulations promulgated by the governing bodies also require Solventum to submit data to demonstrate that its products meet the safety and effectiveness requirements to support the intended uses described in its labeling. This data is reviewed by the governing bodies to determine if Solventum has provided the necessary and sufficient information to demonstrate the safety and effectiveness of its products for the intended use described in its labeling. In many cases, the governing bodies request additional information to make this determination. The additional information requested by the governing bodies sometimes requires Solventum to conduct new testing, delaying the approval and

commercialization of the product. In rare instances, the governing body will disapprove the application, prohibiting Solventum’s ability to commercialize the product in that market. In these instances, Solventum may decide to cease commercialization efforts for the product in that (or those) market(s) or it may decide to modify the product or retest the products and resubmit the data to the governing bodies. Delays to products approvals or disapproval of Solventum’s applications may have a negative impact to Solventum’s capital expenditures, earnings, and competitive position.

This global regulatory environment will likely continue to evolve, which could impact Solventum’s ability, or increase the time and cost, to obtain future approvals for its products. The process of obtaining regulatory clearances and/or approvals to market and sell Solventum’s products can be rigorous, costly and time-consuming and the clearances and/or approvals might not be granted timely or result in limitations on the indicated uses of products.

Regulatory authorities, including the FDA, also strictly regulate the indications for use and associated promotional safety and effectiveness claims that may be made about approved or cleared products. If regulatory authorities determine that Solventum has promoted or marketed a product for off-label use, including through external-facing materials, oral statements, or physician training, Solventum could be subject to fines, injunctions or other penalties.

Solventum is subject to laws and regulations governing government contracts, public procurement, and government reimbursements in many jurisdictions, as to which the failure to comply could adversely affect Solventum’s business.

Solventum sells its products to government entities throughout the world and will be directly or indirectly subject to government policies governing reimbursement for healthcare procedures and services and various statutes and regulations in a variety of jurisdictions that apply to companies doing business with the government. The laws governing government contracts can differ from the laws governing private contracts and government contracts may contain terms and conditions that are not applicable to private contracts or that expose Solventum to higher levels of risk and potential liability than non-government contracts. Similarly, most jurisdictions have public procurement laws and reimbursement policies that set out rules and regulations for purchases and reimbursements by governmental entities. Solventum’s failure to comply with these laws could result in contract terminations, suspension or debarment from contracting with these entities, civil fines and damages, criminal prosecution and possible exclusion from participation in federal healthcare programs such as Medicare and Medicaid, as well as possible recoupment of any overpayments related to such violations. These jurisdictions may modify their laws, policies, rules or regulations, or impose new requirements that adversely affect Solventum’s business.

Additionally, some governmental entities, including the U.S. federal government, can terminate contracts for their convenience or for Solventum’s default. These governmental entities may also be subject to continued legislative funding approval. Early termination for convenience of one or more of Solventum’s contracts, or a change in a government customer’s funding levels, could impact Solventum’s expected revenues. Early termination for default of one or more of Solventum’s contracts could subject it to penalties and damages resulting from the default, including costs for the governmental entity to reprocure the items under contract, in addition to other penalties previously listed.

Solventum will also be subject to government audits, investigations, and oversight proceedings. Efforts to ensure its business arrangements comply with applicable laws will involve substantial costs. If any actions by governmental or enforcement authorities are instituted against Solventum, defense can be costly, time-consuming, and may require significant financial and personnel resources. If Solventum is not successful in defending itself or asserting its rights, those actions could have a significant impact on its business, including the imposition of civil, criminal, and administrative penalties, damages, disgorgement, monetary fines, individual imprisonment, possible exclusion from participation in certain government healthcare programs (including Medicare and Medicaid in the United States), contractual damages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of its operations. In addition, any of Solventum’s government contracts could be terminated or Solventum could be suspended or debarred from all government contract work.

Solventum is exposed to risks associated with product liability claims, including existing claims and claims resulting from the actions or inactions of its customers or third parties that are outside of its control.

Solventum is exposed to potential product liability risks that are inherent in the design, manufacture and marketing of medical technologies. Customers or their patients may bring product liability claims if Solventum’s products fail, or allegedly fail, to perform as expected or show a failure rate that is higher than expected, or the use of Solventum’s products results, or is alleged to result, in bodily injury, death, or property damage. Even if these or similar claims are without merit, they can result in costly and time-consuming litigation. Solventum may also be exposed to claims or regulatory action if its products do not conform or are alleged not to conform to applicable product or design specifications, labeling, or manufacturing requirements. Product and other liability actions, claims or injunctions are subject to significant uncertainty and may be expensive, time-consuming, and disruptive to Solventum’s operations. For these and other reasons, Solventum may choose to settle product liability claims and other liability actions, regardless of their actual merit. If any such action or injunction were finally determined adversely to Solventum, such decision could result in significant damages and reputational harm, including the possibility of punitive damages, and Solventum’s financial position could be adversely affected. Adverse publicity could result in additional regulation of Solventum’s products or the healthcare industry in general, delay regulatory approval of new products, cause reputational harm and adversely affect Solventum’s ability to promote, manufacture and sell its products, even if the claims against Solventum are later shown to be unfounded or unsubstantiated.

In addition, manufacturing or design defects, component failures, unapproved or improper use of Solventum’s products, or inadequate disclosure of risks or other information relating to the use of Solventum’s products could lead to injury or other serious adverse events. Such events could lead to recalls or safety alerts relating to Solventum’s products (either voluntary or as required by the FDA or similar governmental authorities in other countries), and could result, in certain cases, in the removal of a product from the market. A recall could result in significant costs and lost sales and customers, enforcement actions and/or investigations by state and federal governments or other enforcement bodies, as well as negative publicity and damage to Solventum’s reputation that could reduce future demand for its products.

Information Technology and Intellectual Property Risks

Solventum employs information technology systems to support its business and collect, store, and use proprietary and confidential information. Security and data breaches, cyberattacks, and other cybersecurity incidents involving Solventum’s information technology systems and infrastructure could disrupt or interfere with Solventum’s operations; result in the compromise and misappropriation of proprietary and confidential information belonging to Solventum or its customers, suppliers, and employees; and expose Solventum to numerous expenses, liabilities, and other negative consequences, including violations of applicable laws, any or all of which could adversely impact Solventum’s business, reputation, and results of operations.

In the ordinary course of business, Solventum relies on centralized and local information technology networks and systems, some of which are provided, hosted or managed by vendors and other third parties, to process, transmit, and store electronic information, and to manage or support a variety of businesses. That technology includes systems that could be used to process, transmit and store sensitive information, including personal information, protected health information, employee data, financial information, intellectual property, clinical data, and sales and marketing data. Third parties and threat actors, including organized criminals, nation-state, or nation-state supported actors who are increasingly well-resourced, regularly attempt to gain unauthorized access to the information technology networks and infrastructure, data, and other information used by or belonging to Solventum, and many such attempts are increasing in their frequency, sophistication and intensity and are not recognized until launched against a target. Despite Solventum’s cybersecurity and business continuity measures (including employee and third-party training, monitoring of networks and systems, patching, maintenance, and backup of systems and data), its information technology networks and infrastructure are still potentially susceptible to attack, compromise, damage, disruption, or shutdown, including as a result of the exploitation of known or unknown hardware or software vulnerabilities in its systems, the introduction of computer viruses or ransomware, service or cloud provider disruptions or security breaches, phishing attempts, employee error or malfeasance, power outages, telecommunication or utility failures, systems failures, natural disasters, or other catastrophic events. Furthermore, Solventum relies on third-party vendors to supply and/or support certain aspects of its information technology

systems and resulting products. These third-party systems could also become vulnerable to cyber-attack, malicious intrusions, breakdowns, interference, or other significant disruptions, and may contain defects in design or manufacture or other problems that could result in system disruption or compromise the information security of Solventum’s own systems. Solventum’s increased adoption of remote working, initially driven by the pandemic, also introduces additional threats and risk of disruptions to its information technology networks and infrastructure. Geopolitical conflict may increase cybersecurity risks on a global basis.

Despite its cybersecurity measures, it is possible for security vulnerabilities or a cyberattack to remain undetected for an extended time period, up to and including several years, and the prioritization of decisions with respect to security measures and remediation of known vulnerabilities that Solventum and the vendors and other third parties upon which Solventum relies may prove inadequate to protect against attacks. While Solventum may experience in the future cyberattacks on and disruptions of its information technology systems and infrastructure, Solventum is not aware of any such incidents to date having had a material impact.

If Solventum’s information technology systems, products or services or sensitive data are compromised, there are many consequences that could result. Consequences include, but are not limited to, patients or employees being exposed to financial or medical identity theft or suffering a loss of product functionality; losing existing customers or having difficulty attracting new customers; experiencing difficulty preventing, detecting, and controlling fraud; being exposed to the loss or misuse of confidential information; having disputes with customers, physicians, and other healthcare professionals; experiencing increases in operating expenses or an impairment in its ability to conduct its operations; incurring expenses or losing revenues as a result of a data privacy breach, product failure, information technology outages or disruptions; voluntary or forced recalls or modifications to Solventum’s products; or suffering other adverse consequences including time-consuming and expensive lawsuits or other legal action and damage to Solventum’s reputation.

As noted previously, Solventum is subject to numerous international, federal and state privacy and security laws. Security and data breaches, cyberattacks, and other cybersecurity incidents involving data protected by such laws, such as patient medical records and other health information, could subject Solventum to onerous governmental and regulatory investigations, fines and remediation actions, in addition to private litigation by affected individuals.

Solventum may be unable to obtain, maintain, protect, or effectively enforce its intellectual property rights.

Solventum is substantially dependent on patent and other proprietary rights and relies on a combination of patents, trademarks, tradenames, copyrights, trade secrets, and agreements (such as employee, non-disclosure and non-competition agreements) to protect its business and proprietary intellectual property. However, Solventum cannot assure that its means of obtaining, maintaining, and enforcing its intellectual property rights will be adequate to maintain a competitive advantage.

In addition, intellectual property laws differ in various jurisdictions in which Solventum operates and are subject to change at any time, which could further restrict Solventum’s ability to protect its intellectual property and proprietary rights. In particular, a portion of Solventum’s revenues is derived from jurisdictions where adequately protecting intellectual property rights may prove more challenging or impossible. In addition, the laws of many jurisdictions may not provide an adequate forum to effectively address situations where Solventum’s intellectual property rights have been compromised.

Furthermore, protecting against the unauthorized use of proprietary technology is difficult and expensive and Solventum may need to litigate with third parties to enforce or defend patents issued to it or to determine the enforceability and validity of its proprietary rights or those of others. Determining whether an offering infringes, misappropriates, or otherwise violates a third party’s intellectual property rights involves complex legal and factual issues, and the outcome of this type of litigation is often uncertain and inconsistent.

At any given time, Solventum may be involved as either plaintiff or defendant in a number of patent infringement actions, the outcomes of which may not be known for prolonged periods of time. While it is not possible to predict the outcome of patent and other intellectual property litigation, such litigation could in the future result in Solventum’s payment of significant monetary damages and/or royalty payments, negatively impact

Solventum’s ability to sell current or future products, or prohibit it from enforcing its patent and proprietary rights against others, which could result in a material adverse effect on its business, results of operations, financial condition and cash flows. Regardless of the merits or outcome, the resolution of any intellectual property dispute could require significant financial and management resources.

Solventum may not receive protection for pending or future applications relating to intellectual property rights owned by or licensed to it and the claims allowed under any issued intellectual property rights may not be sufficiently broad to protect Solventum’s products, services, solutions, and any associated trademarks. Products sold by Solventum’s competitors may infringe, misappropriate, or otherwise violate intellectual property rights owned or licensed by Solventum and such infringement, misappropriation or violation may be undetected by Solventum. In addition, as Solventum’s patents expire, Solventum may be unsuccessful in extending their protection through patent term extensions. Solventum’s inability to protect its intellectual property could result in a material adverse effect on its business, results of operations, financial condition and cash flows.

Additionally, Solventum licenses or will license certain intellectual property owned by 3M. As 3M is the owner of such intellectual property, 3M will have discretion to enforce such intellectual property rights, including whether or not to prosecute any infringement of the intellectual property. To the extent 3M does not prosecute infringement of the intellectual property licensed to Solventum, such intellectual property will not be protected and continued infringement of such intellectual property could result in a material adverse effect on Solventum’s business, results of operations, financial condition and cash flows.

Solventum intends to focus on and invest in cloud, edge, artificial intelligence, and software offerings. Solventum may not be successful in driving the successful global deployment and customer adoption of digital offerings.

Solventum intends to devote significant resources to develop and deploy cloud, edge and software solutions. Solventum will incur costs to develop these solutions and to build and maintain infrastructure to support cloud and edge computing offerings. It is uncertain whether Solventum’s strategies will succeed and Solventum’s success with these solutions depends on execution in many areas, including:

•establishing and maintaining the utility, compatibility, and performance of its cloud, edge, and software solutions (including the reliability of its third-party software vendors, network, and cloud providers) on a growing array of medical devices, software, and equipment;

•continuing to enhance the attractiveness of its solutions to its customers, while ensuring these solutions meet their reliability and security expectations; and

•ensuring these solutions meet regulatory requirements, including obtaining marketing authorizations when required.

Even where Solventum’s digital offerings satisfy applicable regulations and reimbursement policies, customers may not adopt them due to concerns about the security of personal data or the absence of digital infrastructure to support and effectively use the offerings, a hesitancy to embrace new technology, or for other reasons. Solventum also may not effectively execute organizational and technical changes to accelerate innovation and execution. In a number of countries, certain cloud, edge, and software solutions are restricted areas of foreign investment. Collaborating with a domestic qualified third party will increase the costs and may create uncertainties in such jurisdictions. The legality or validity of any collaboration may be challenged or subjected to scrutiny in such jurisdictions and the relevant governmental authorities have broad discretion in addressing such arrangements.

Cloud, edge, and software solutions in healthcare must comply with stringent regulations, including certification requirements, in many of the countries in which Solventum’s customers are located, particularly in relation to obtaining, using, storing, and transferring personal data. Solventum’s software solutions must be compliant with applicable regulations in the country in question before Solventum can launch its offerings. In some jurisdictions, Solventum must obtain marketing authorizations before commercializing software solutions. Ensuring such regulatory compliance may take longer or cost more than expected or require that design changes be incorporated into Solventum’s offerings. In addition, changes to reimbursement policies for digital healthcare offerings could potentially lead to delays and additional expense. The inability of customers to obtain adequate reimbursement from

private and governmental third-party payers could adversely affect purchasing decisions and prices and cause Solventum’s revenue and profitability to suffer.

Solventum intends to build artificial intelligence (“AI”) into many of its digital offerings, which presents risks and challenges that could affect its acceptance, including flawed AI algorithms, insufficient or biased datasets, unauthorized access to personal data, lack of acceptance from its customers, or failure to deliver positive outcomes. These deficiencies could undermine the decisions, predictions, or analyses that AI applications produce, as well as their adoption, subjecting Solventum to competitive harm, legal liability, regulatory actions, and reputational harm. In addition, some AI scenarios present ethical, privacy, or other social issues, risking reputational harm.

Tax Matters Risks

Changes in tax rates, laws or regulations could adversely impact Solventum’s financial results.

Solventum’s business is subject to tax-related external conditions, such as tax rates, laws and regulations in the United States and foreign jurisdictions. Changes in tax rates, laws or regulations, including further developments arising from tax reform legislation or regulation in the United States or foreign jurisdictions, could impact Solventum’s financial statements.

In particular, Solventum could be negatively impacted by the Base Erosion and Profit Shifting 2.0 initiative (“BEPS 2.0”) by the Organization for Economic Cooperation and Development (“OECD”) which, if enacted by OECD member countries, would likely impact the amount of tax that multinationals, such as Solventum, pay in the future.

Due to the uncertainty of any tax changes and other tax-related factors at this time, it is currently not possible to assess the ultimate impact these actions may have on Solventum’s financial statements. Solventum intends to monitor BEPS 2.0 and other tax-related developments in the United States and foreign jurisdictions, including rule changes and implementation timing, to evaluate the impact BEPS 2.0 and other tax legislation or regulation may have on Solventum’s financial results.

Solventum’s tax burden could increase as a result of ongoing or future tax audits and inquiries.

Solventum is subject to periodic tax audits and inquiries by tax authorities. Tax authorities may disagree with Solventum’s interpretation of applicable tax laws and regulations, which could result in examination from taxing authorities and additional taxes. Solventum regularly assesses the likely outcomes of these tax audits in order to determine the appropriateness of Solventum’s tax provision. However, Solventum may not accurately predict the outcomes of these tax audits and, as a result, the ultimate outcome of any of these examinations could have a retroactive or prospective impact on Solventum’s overall tax burden.

Solventum could be negatively impacted by future changes in the allocation of income to each of the income tax jurisdictions in which Solventum operates.

Solventum operates in multiple income tax jurisdictions both in the United States and internationally. Solventum has adopted transfer pricing policies that determine how income is allocated to each of the income tax jurisdictions in which Solventum operates, based on current interpretations of complex income tax regulations. The allocation of Solventum’s income could be impacted by different factors including tax law changes, tax audits, underlying business changes, organizational changes, or operating model changes, which could result in increases to Solventum’s overall tax burden.

Solventum may benefit from various global tax incentives intended to encourage investment or employment; if Solventum’s incentives are not renewed or Solventum cannot or does not wish to satisfy all or part of the tax incentive conditions, Solventum may lose the tax incentives and could be required to refund tax incentives previously realized.

Solventum benefits or may benefit in the future from various global tax incentives intended to encourage investment or employment. If Solventum’s incentives are not renewed or Solventum cannot or does not wish to satisfy all or part of the tax incentive conditions, Solventum may lose the tax incentives and could be required to

refund tax incentives previously realized or granted. As a result, Solventum’s tax burden could be higher than it would have been had Solventum maintained the benefits of the tax incentives.

Employee Matters Risks

If Solventum is unable to attract or retain key personnel and qualified employees, or maintain relations with its employees, unions, and other employee representatives, Solventum’s business would be adversely affected.

There is substantial competition for key personnel, senior management, research and development personnel, and qualified employees in the healthcare industry and Solventum may face increased competition for such a highly qualified scientific, technical, clinical, and management workforce in a highly competitive environment. Solventum’s ability to recruit and retain such talent will depend on a number of factors, including how its compensation, benefits, work location and work environment compare with those offered by its competitors and other local employers, and whether any changes in the employee benefits offered by Solventum relative to those previously offered to Solventum employees by 3M are favorably received by Solventum personnel. There can be no assurance that Solventum will be successful in retaining existing personnel or recruiting new personnel.

The loss of one or more key employees, inability to attract or develop additional qualified employees, any delay in hiring key personnel, any deterioration of the relationships with its employees, or any material work stoppage, strike, or similar action could result in a material adverse effect on its business, results of operations, financial condition and cash flows.

Risks Related to the Separation and Distribution

Solventum has no history of operating as an independent company, and its historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

The historical information about Solventum in this information statement refers to the Health Care Business as operated by and integrated with 3M. The historical and pro forma financial information of Solventum included in this information statement is derived from the Consolidated Financial Statements and accounting records of 3M. Accordingly, the historical and pro forma financial information included in this information statement does not necessarily reflect the financial condition, results of operations or cash flows that the Health Care Business would have achieved as a separate, publicly traded company during the periods presented or those that Solventum will achieve in the future primarily as a result of the factors described below:

•Generally, Solventum’s working capital requirements and capital for its general corporate purposes, including capital expenditures and acquisitions, have historically been satisfied as part of the corporate-wide cash management policies of 3M. Following the completion of the distribution, Solventum’s results of operations and cash flows may be more volatile, and Solventum may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which may or may not be available and may be more costly.

•Prior to the distribution, Solventum’s business has been operated by 3M as part of its broader corporate organization, rather than as an independent company. 3M or one of its affiliates performed various corporate functions for the Health Care Business, such as information technology, legal, treasury, accounting, auditing, human resources, investor relations, and finance. The Health Care Business (as defined in the historical combined financial statements included in this information statement) historical and pro forma financial results reflect allocations of corporate expenses from 3M for such functions, which may be less than the expenses the Health Care Business would have incurred had it operated as a separate publicly traded company. Solventum may also be unable to replicate corporate functions that will operate with the same degree of effectiveness as the equivalent 3M functions that the Health Care Business has historically benefited from.

customer relationships. While Solventum has sought to minimize the impact on its business when separating these arrangements, there is no guarantee these arrangements will continue to capture these benefits in the future. Additionally, as a standalone company, Solventum may be unable to obtain similar arrangements to the same extent as 3M did, or on terms as favorable as those 3M obtained, prior to the distribution. Among other benefits, the Health Care Business currently has access to 3M’s extensive global research and development resources, which have historically enhanced the Health Care Business’s ability to innovate, develop new products and technologies, and improve and update existing products and technologies. Solventum’s lack of access to these research and development resources following the separation may negatively impact on the Health Care Business.

•After the completion of the distribution, the cost of capital for Solventum’s business may be higher than 3M’s cost of capital prior to the distribution.

•Solventum’s historical financial information does not reflect the debt that Solventum will incur as part of the distribution.

•As an independent public company, Solventum will separately become subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act and will be required to prepare its standalone financial statements according to the rules and regulations required by the SEC. These reporting and other obligations will place significant demands on Solventum’s management and administrative and operational resources. Moreover, to comply with these requirements, Solventum anticipates that it will need to migrate its systems, including information technology systems, implement additional financial and management controls, reporting systems and procedures, and hire additional accounting and finance staff. Solventum expects to incur additional annual expenses related to these steps, and those expenses may be significant. If Solventum is unable to implement appropriate financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, its ability to comply with financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired.

Other significant changes may occur in Solventum’s cost structure, management, financing and business operations as a result of operating as a company separate from 3M. For additional information about the past financial performance of its business and the basis of presentation of the historical combined financial statements and the unaudited pro forma condensed combined financial statements of its business, see “Unaudited Pro Forma Condensed Combined Financial Information,” “Summary Historical and Unaudited Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical combined financial statements and accompanying notes included elsewhere in this information statement.

Following the separation, Solventum’s financial profile will change, and it will be a smaller, less diversified company than 3M prior to the separation.

The separation will result in Solventum being a smaller, less diversified company than 3M. As a result, Solventum may be more vulnerable to changing market conditions, which could have a material adverse effect on its business, financial condition and results of operations. In addition, the diversification of Solventum’s revenues, costs, and cash flows will diminish as a standalone company, such that its results of operations, cash flows, working capital and financing requirements may be subject to increased volatility and its ability to fund capital expenditures and investments, pay dividends and service debt may be diminished. Following the separation, Solventum may also lose capital allocation efficiency and flexibility, as Solventum will no longer have access to cash flow from 3M to fund Solventum’s business. Solventum will also be more exposed to matters such as foreign currency exchange rates as a smaller, standalone company than it had been as a part of the larger 3M enterprise.

Solventum may not achieve some or all of the expected benefits of the separation.

Solventum may not be able to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed or not occur at all. The separation is expected to provide the following benefits, among others: (1) the ability to pursue tailored capital allocation strategies and make company-specific investment decisions to drive innovation and growth; (2) enhanced management focus, with each public company

having distinct boards and management teams with relevant expertise able to focus on strengthening its business; (3) improved operational agility and focus, enabling each of 3M and Solventum to pursue its distinct operating priorities and strategies with increased flexibility to act based on its unique characteristics, better positioning each for long-term success; (4) greater access to capital through the creation of distinct and compelling investment profiles appealing to different long-term investor bases; (5) independent equity currencies, enabling each company to use its own industry-focused stock to consummate future acquisitions or other transactions; and (6) enhanced recruitment and retention, including by aligning employee, management, and board incentives with performance.

Solventum may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (1) the separation will demand significant management resources and require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing Solventum’s business; (2) following the separation, Solventum may be more susceptible to market fluctuations and other adverse events than if it were still a part of 3M because Solventum’s business will be less diversified than 3M’s businesses prior to the completion of the separation; (3) after the separation, as a standalone company, Solventum may be unable to obtain certain goods, services and technologies at prices or on terms as favorable as those 3M obtained prior to completion of the separation; (4) the separation may require Solventum to pay costs that could be substantial and material to its financial resources, including accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring key senior management and personnel new to Solventum, tax costs and costs to separate information systems; (5) under the terms of the tax matters agreement that Solventum will enter into with 3M, Solventum is expected to be restricted from taking certain actions that could cause the distribution or certain related transactions (or certain transactions undertaken as part of the internal reorganization) to fail to qualify as tax-free transactions and these restrictions may limit Solventum for a period of time from pursuing certain strategic transactions and equity issuances or engaging in other transactions that might increase the value of its business; and (6) the contractual arrangements between Solventum and 3M may be on less favorable terms than the existing intercompany arrangements from which Solventum benefits, and such arrangements may be inadequate to provide for the ongoing operation and growth of Solventum’s business. If Solventum fails to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, it could have a material adverse effect on its competitive position, business, financial condition, results of operations and cash flows.

Solventum may be held liable to 3M if it fails to perform under its agreements with 3M, and the performance of such services may negatively affect Solventum’s business and operations.

In connection with the separation, Solventum and 3M will enter into various agreements, including a transition services agreement, a transition distribution services agreement, a transition contract manufacturing agreement, research and development master services agreements and master supply agreements. See “Certain Relationships and Related Party Transactions.” These agreements will provide for the performance of certain services or provision of goods by each company for the benefit of the other for a period of time after the separation. If Solventum does not satisfactorily perform its obligations under these agreements, it may be held liable for any resulting losses suffered by 3M, subject to certain limits. In addition, during the transition support periods under the transition arrangements, Solventum’s management and employees may be required to divert their attention away from its business in order to provide services to 3M, which could adversely affect Solventum’s business.

If Solventum is unable to replace the services that 3M currently provides to it on terms that are at least as favorable to Solventum as the terms on which 3M is providing such services, Solventum’s business and results of operations could be adversely affected.

Solventum will engage in the process of creating its own, or engaging third parties separate from 3M to provide, systems and services to replace many of the systems and services that 3M currently provides to Solventum, including, for example, research and development support, information technology infrastructure and systems and accounting and reporting systems. Solventum may incur temporary interruptions in business operations if it cannot transition effectively from 3M’s existing operating systems, databases and programming languages that support these functions to its own systems. The process of implementing an information technology infrastructure, in particular, is expected to be expensive and time-consuming, and any difficulty or delay in developing such an infrastructure or transitioning from 3M’s information technology environment and systems could be disruptive to

Solventum’s business operations and create risks to Solventum’s relationships with customers and other third parties. The failure to implement the new systems and transition data successfully and cost-effectively could disrupt Solventum’s business operations and have a material adverse effect on its profitability. In addition, Solventum’s costs for the operation of these systems may be higher than the amounts reflected in its historical combined financial statements.

3M may not satisfy its obligations under various transaction agreements that have been or will be executed as part of the separation or Solventum may not have necessary systems and services in place when certain of the agreements with 3M expire.

Solventum and 3M will enter into various agreements that will provide for the performance of services or provision of goods by 3M for the benefit of Solventum. See “Certain Relationships and Related Party Transactions.” Under some of these agreements such as the research and development master services agreement and the master supply agreements, 3M will provide services or goods to Solventum for a long-term duration, while under other agreements such as the transition services agreement, 3M will provide the services for a shorter transition period. Solventum will rely on 3M to satisfy its obligations under these agreements not only for a successful transition but also for the success of its long-term operations. If 3M is unable to satisfy its obligations and fully perform under these agreements, Solventum could experience operational difficulties or losses.

With respect to the transition period agreements, if Solventum does not have its own systems and services in place, or if Solventum does not have agreements with other providers of these services when these agreements terminate, Solventum may not be able to operate its business effectively and its profitability may decline. Solventum is in the process of creating its own, or engaging third parties to provide, systems and services to replace many of the systems and services 3M currently provides to Solventum. Solventum may not be successful in effectively or efficiently implementing these systems and services or in transitioning data from 3M’s systems to Solventum’s. These systems and services may also be more expensive or less efficient than the systems and services 3M is expected to provide during the transition period to Solventum.

The longer term agreements with 3M are expected to provide research and development services and certain products to Solventum. There could be significant short-term and long-term disruptions to Solventum’s business and operations if 3M does not perform or does not perform adequately under these agreements. Following the expiration of the initial terms of these agreements and any automatic or required extensions, there is no guarantee that 3M will agree to renew these agreements or if 3M does agree to renew these agreements, that it will do so on substantially the same terms. If 3M and Solventum are unable to renew these agreements after they expire, Solventum may not be able to find replacement providers or replacement services or goods on substantially the same or better terms and quality.

Solventum’s accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which it will be subject as a standalone publicly traded company following the distribution.

Solventum’s financial results previously were included within the consolidated results of 3M. Solventum was not directly subject to the reporting and other requirements of the Exchange Act. As a result of the distribution, Solventum will be directly subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of Sarbanes-Oxley Act, which will require annual management assessments of the effectiveness of its internal control over financial reporting and a report by its independent registered public accounting firm. These reporting and other obligations will place significant demands on Solventum’s management and administrative and operational resources, including accounting resources.

Moreover, to comply with these requirements, Solventum anticipates that it will need to migrate its systems, including information technology systems, implement additional financial and management controls, reporting systems and procedures and hire additional accounting and finance staff. Solventum expects to incur additional annual expenses related to these steps, and those expenses may be significant. If Solventum is unable to implement appropriate financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, its ability to comply with its financial reporting requirements and other rules that apply

to reporting companies under the Exchange Act could be impaired. Any failure to achieve and maintain effective internal controls could have a material adverse effect on its business, financial condition, results of operations and cash flows.

In connection with the distribution, Solventum expects to incur debt obligations, and Solventum may incur additional obligations in the future, which could adversely affect its business and profitability and its ability to meet other obligations.

Solventum expects to complete one or more financing transactions before the distribution is completed. Approximately $[ ] of the proceeds of such financings are expected to be used to distribute cash to 3M. As a result of such transactions, Solventum anticipates having approximately $8.38 billion of outstanding indebtedness upon completion of the distribution. Solventum may also incur additional indebtedness in the future.