Kenvue Inc. Common Stock, par value $0.01 per share Underwriting AgreementKenvue Inc. • March 3rd, 2023 • Perfumes, cosmetics & other toilet preparations
Kenvue Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
ContractRegistration Rights Agreement • May 8th, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 3, 2023, between Johnson & Johnson, a New Jersey corporation (“J&J”), and Kenvue Inc., a Delaware corporation (the “Company”).
TAX MATTERS AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of May 3, 2023Tax Matters Agreement • May 8th, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
TAX MATTERS AGREEMENT dated as of May 3, 2023 (this “Agreement”) by and between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and KENVUE INC., a Delaware corporation (“Kenvue” and together with J&J, the “Parties”).
SEPARATION AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of May 3, 2023Separation Agreement • May 8th, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
Schedule I - J&J Retained Assets Schedule II - J&J Retained Liabilities Schedule III - Kenvue Equity Interests Schedule IV - Kenvue Assets Schedule V - Kenvue Business Brands and Product Lines Schedule VI - J&J Business Brands and Product Lines Schedule VII - Kenvue Liabilities Schedule VIII - Shared Contracts Schedule IX - Intercompany Agreements and Intercompany Accounts Schedule X - Kenvue Cash Balance Schedule XI - Kenvue-Managed Actions Schedule XII - J&J-Managed Actions Schedule XIII - Jointly Managed Actions Schedule XIV - Deferred Markets Schedule XV - Specified Environmental Liabilities Schedule XVI - Financial Reporting Schedule XVII - Expenses
KENVUE INC. LONG-TERM INCENTIVE PLAN GLOBAL NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • March 1st, 2024 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
Granted To: #ParticipantName# Grant Date: #GrantDate# WWID #: #EmployeeID# Total Shares: #QuantityGranted# Vesting Commencement Date: December 1, 2023 Purchase Price Per Share: $20.81 Scheduled Vesting Date: The dates set forth in the table below (each, a “Scheduled Vesting Date”).
Form of Transition Services AgreementForm of Transition Services Agreement • April 24th, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2023, is between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and KENVUE INC., a Delaware corporation (“Kenvue”).
KENVUE INC. LONG-TERM INCENTIVE PLAN GLOBAL PERFORMANCE SHARE UNIT AWARD AGREEMENTAward Agreement • March 1st, 2024 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
WWID #: #EmployeeID# Target Number of PSUs: #QuantityGranted# Grant Date: #GrantDate# Performance Period: December 1, 2023 – November 30, 2026 Vesting Commencement Date: December 1, 2023 Scheduled Vesting Date: The third anniversary of the Vesting Commencement Date (the “Scheduled Vesting Date”) Certification Date: The date on which the Committee certifies the level of achievement of the performance-based vesting criteria set forth in Appendix A hereto during the Performance Period (the “Performance Goals”), which will be no later than 65 days following the end of the Performance Period.
EMPLOYEE MATTERS AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of May 3, 2023Employee Matters Agreement • May 8th, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
EMPLOYEE MATTERS AGREEMENT, dated as of May 3, 2023, by and between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and Kenvue Inc., a Delaware corporation (“Kenvue” and, each of J&J and Kenvue, a “Party” and together, the “Parties”).
Form of Registration Rights AgreementForm of Registration Rights Agreement • February 3rd, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, between Johnson & Johnson, a New Jersey corporation (“J&J”), and Kenvue Inc., a Delaware corporation (the “Company”).
ContractPhase-Out License Agreement • May 8th, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
TRADEMARK PHASE-OUT LICENSE AGREEMENT dated as of April 3, 2023 (this “Agreement”), by and between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and JOHNSON & JOHNSON CONSUMER INC. (“JJCI”). J&J and JJCI may be referred to herein individually as a “Party” and collectively as the “Parties”.
Form of Transition Services Agreement (Inclusive of Cumulative Amendments)Transition Services Agreement • March 1st, 2024 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and KENVUE INC., a Delaware corporation (“Kenvue”).
Transition Manufacturing AgreementTransition Manufacturing Agreement • May 8th, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This TRANSITION MANUFACTURING AGREEMENT, dated as of May 3, 2023 (this “Agreement”), is entered into by and between KENVUE INC., a Delaware corporation (“Kenvue”), and JOHNSON & JOHNSON, a New Jersey corporation (“J&J”). Kenvue and J&J may each be referred to herein as a “Party”, and collectively, the “Parties”.
INTELLECTUAL PROPERTY AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of May 3, 2023Intellectual Property Agreement • May 8th, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
INTELLECTUAL PROPERTY AGREEMENT dated as of May 3, 2023 (this “Agreement”), by and between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and KENVUE INC., a Delaware corporation (“Kenvue”). J&J and Kenvue may be referred to herein individually as a “Party” and collectively as the “Parties”.
Kenvue Inc. Common Stock, par value $0.01 per share Underwriting AgreementKenvue Inc. • May 13th, 2024 • Perfumes, cosmetics & other toilet preparations
The selling stockholders named in Schedule I hereto (the “Selling Stockholders”) of Kenvue Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of [l] shares (the “Shares”) of common stock, par value $0.01 per share (the “Stock”), of the Company.
Form of Additional Incentive AgreementForm of Additional Incentive Agreement • March 30th, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations
As you know, it is intended that the Consumer Health business will be separated (“Separation”) from the other business lines at Johnson & Johnson and its subsidiaries ("Parent") and ultimately operate as a stand- alone company with subsidiaries globally (collectively "Company"), independent of Parent. The Separation may take the form of a spin-off, split-off, initial public offering or a series of such transactions or similar types of transactions (“Transaction”). We anticipate that, subject to works council and employee representative notice and consultation processes and regulatory approvals, the Transaction will be completed in 2023. The effective date of the Transaction (i.e. closing date of an initial public offering or the date of the spin-off) shall be considered the "Closing Date" for purposes of this Additional Incentive Agreement ("AIA" or "Agreement"). Due to the needs of our business and the nature of your role, you have been identified as critical to the success of the pro
Consulting AgreementConsulting Agreement • January 4th, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • New Jersey
This CONSULTING AGREEMENT (“Agreement”) is made and entered into, effective as of October 1, 2022 (the “Effective Date”), by and between Johnson & Johnson, a New Jersey corporation (“J&J”), and Larry Merlo (“Consultant”).
Form of Trademark Phase-Out License AgreementLicense Agreement • January 4th, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
TRADEMARK PHASE-OUT LICENSE AGREEMENT dated as of [●], 2023 (this “Agreement”), by and between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and JOHNSON & JOHNSON CONSUMER INC. (“JJCI”). J&J and JJCI may be referred to herein individually as a “Party” and collectively as the “Parties”.
KENVUE INC. LONG-TERM INCENTIVE PLAN GLOBAL RESTRICTED SHARE UNIT AWARD AGREEMENTAward Agreement • March 1st, 2024 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
WWID #: #EmployeeID# Total Number of RSUs: #QuantityGranted# Grant Date: #GrantDate# Scheduled Vesting Dates: the dates set forth in the table below (each, a “Scheduled Vesting Date”) Vesting Commencement Date: December 1, 2023
KENVUE INC. LONG-TERM INCENTIVE PLAN GLOBAL NONQUALIFIED STOCK OPTION AWARD AGREEMENTKenvue Inc. • November 3rd, 2023 • Perfumes, cosmetics & other toilet preparations • Delaware
In addition to such other conditions as may be established by the Committee in its sole discretion, in consideration of the granting of an award under the terms of the Kenvue Inc. Long-Term Incentive Plan, as amended from time to time (the “Plan”), you agree as follows:
EMPLOYMENT AGREEMENT between Cilag GmbH International Gubelstrasse 34, CH-6300 Zug (hereinafter: "Employer") and Carlton Lawson born on [●] (hereinafter: "Employee")Employment Agreement • March 3rd, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations
