MiniMed Group, Inc. Sample Contracts
FORM OF MPLC-MHSS INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENTIntellectual Property Cross-License Agreement • December 19th, 2025 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
This MPLC-MHSS INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of __________ (the “Agreement”) is entered into by and between __________ (“Medtronic”) and __________ (“SplitCo”). Medtronic and SplitCo are collectively referred to herein as the “Parties” and individually as a “Party”.
MGH-MM INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENTIntellectual Property Cross-License Agreement • March 9th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
This MGH-MM INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT, dated as of March 1, 2026 (the “Agreement”) is entered into by and between Medtronic Group Holding Inc., a Minnesota corporation (“Medtronic”) and Medtronic MiniMed, Inc., a Delaware corporation (“SplitCo”). Medtronic and SplitCo are collectively referred to herein as the “Parties” and individually as a “Party”.
MINIMED GROUP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTPerformance-Based Restricted Stock Unit Agreement • March 9th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
Performance Period: Grant Date to the Divestment Date (as defined in the Separation Agreement, dated March 1, 2026, by and between Medtronic Group Holding, Inc. and Kangaroo US Holdco 2, Inc.).
MINIMED GROUP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTPerformance-Based Restricted Stock Unit Agreement • June 29th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
INTEGRATION, SUPPLY AND DISTRIBUTION AGREEMENTIntegration, Supply and Distribution Agreement • December 19th, 2025 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • New York
This INTEGRATION, SUPPLY AND DISTRIBUTION AGREEMENT (“Agreement”) is entered into as of July 31, 2024 (the “Effective Date”), by and between Abbott Diabetes Care Inc., a Delaware corporation having its principal office at 1420 Harbor Bay Parkway, Alameda, CA 94502 (“ADC”), and Medtronic MiniMed, Inc., a Delaware corporation with offices at 18000 Devonshire Street, Northridge, CA 91325 (“MDT”). ADC and MDT are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUDED INFORMATION IS MARKED AS [***] BELOW. SECOND...Integration, Supply and Distribution Agreement • June 29th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • New York
This Second Amendment to the Integration, Supply and Distribution Agreement (this “Amendment”) is entered into as of June 1, 2026, by and between Abbott Diabetes Care Inc., a Delaware corporation having a principal place of business at 1420 Harbor Bay Parkway, Alameda CA 94502 (“ADC”), and Medtronic MiniMed, Inc., a Delaware corporation with offices at 18000 Devonshire Street, Northridge, CA 91325 (“MDT”). ADC and MDT are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.
FORM OF TRANSITIONAL TRADEMARK CROSS-LICENSE AGREEMENTTransitional Trademark Cross-License Agreement • December 19th, 2025 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
This TRANSITIONAL TRADEMARK CROSS-LICENSE AGREEMENT dated as of __________ (the “Agreement”) is entered into by and between __________ (“Medtronic”) and __________ (“SplitCo”). Medtronic and SplitCo are collectively referred to herein as the “Parties” and individually as a “Party”.
FORM OF TAX MATTERS AGREEMENT by and between and Dated as of __________Tax Matters Agreement • December 19th, 2025 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of __________, by and between __________ (“Medtronic”) and __________ (“SplitCo”) (each a “Party” and together, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation Agreement, dated as of the date hereof, by and among the Parties (the “Separation Agreement”).
FORM OF CO-EXISTENCE AGREEMENTCo-Existence Agreement • December 19th, 2025 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus
This CO-EXISTENCE AGREEMENT (this “Agreement”) is entered into effective as of the date last signed below by and between __________ (“Medtronic”), and __________ (“SplitCo”); (Medtronic and SplitCo each a “Party,” and together, the “Parties”).
MASTER SERVICES AGREEMENTMaster Services Agreement • March 9th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
This MASTER SERVICES AGREEMENT (“MSA”), is entered into as of March 1, 2026 (“Effective Date”) by and between Medtronic Puerto Rico Operations Co. (“Medtronic”), a Cayman Islands company with offices at Ceiba Norte Industrial Park, 50 Road 31 KM 24.4, Juncos, PR 00777-3869 and MiniMed Puerto Rico Operations LLC (“Provider”), a Cayman Island company with address of Conyers Trust Company (Cayman) Limited, P.O Box 2681, Cricket Square, Hutchins Drive, George Town, Grand Cayman, KY, Cayman Islands. The term “MSA” shall mean this document and any included Appendices. The MSA, executed on or after the Effective Date, shall be referred to as an “MSA.” Both Medtronic and Provider may be referred to as a “Party” or collectively, as the “Parties.”
LEASE AGREEMENT (GROSS)Lease Agreement • March 9th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus
THIS LEASE AGREEMENT (this “Lease”), dated March 1, 2026 (the “Effective Date”), is made by and between MINIMED PUERTO RICO OPERATIONS LLC (“Landlord”), and MEDTRONIC PUERTO RICO OPERATIONS CO. (“Tenant”).
TRANSITION SERVICES AGREEMENT by and between Medtronic Group Holding, Inc. and Kangaroo US HoldCo 2, Inc.Transition Services Agreement • March 9th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of March 1, 2026 (the “Effective Date”), by and among (i) Medtronic Group Holding, Inc., a Delaware corporation (“Medtronic”), and (ii) Kangaroo US HoldCo 2, Inc., a Delaware corporation (“Initial SplitCo Party”), which prior to the Separation Date shall be merged with and into MiniMed Group, Inc., a Delaware corporation (“SplitCo Parent”), with SplitCo Parent surviving such merger (the “SplitCo Merger”) and continuing as “SplitCo” hereunder.
FORM OF LEASE AGREEMENT (GROSS)Lease Agreement • January 23rd, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus
THIS LEASE AGREEMENT (this “Lease”), dated __________ (the “Effective Date”), is made by and between MINIMED PUERTO RICO OPERATIONS LLC (“Landlord”), and MEDTRONIC PUERTO RICO OPERATIONS CO. (“Tenant”).
FORM OF TRANSITION MANUFACTURING AND SUPPLY AGREEMENTTransition Manufacturing and Supply Agreement • January 23rd, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
This TRANSITION MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), dated as of __________ (“Effective Date”) by and between Medtronic, Inc. (“Medtronic”), and Medtronic MiniMed, Inc., a Delaware corporation (“MiniMed” and, together with Medtronic, the “Parties” and each a “Party”).
FORM OF SEPARATION AGREEMENT by and between and Dated as of __________Separation Agreement • December 19th, 2025 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
SEPARATION AGREEMENT, dated as of __________, by and between __________ and __________ (“SplitCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
Form of Registration Rights AgreementRegistration Rights Agreement • December 19th, 2025 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________, 2026, between Medtronic plc, an Irish public limited company (“Medtronic”), and MiniMed Group, Inc., a Delaware corporation (the “Company”).
CO-EXISTENCE AGREEMENTCo-Existence Agreement • March 9th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus
This CO-EXISTENCE AGREEMENT (this “Agreement”) is entered into effective as of March 1, 2026, by and between Medtronic Group Holding, Inc., a Minnesota corporation (“Medtronic”), and Kangaroo US HoldCo 2, Inc., (prior to the SplitCo Merger (as defined below), “SplitCo” and, following the SplitCo Merger, (“Initial SplitCo Party”)), which on or before the Separation Date shall be merged with and into MiniMed Group, Inc., a Delaware corporation (“SplitCo Parent” whether prior to or following the SplitCo Merger), and, following the SplitCo Merger, (“SplitCo”) with SplitCo Parent surviving such merger (the “SplitCo Merger”) and continuing as “SplitCo” hereunder) (Medtronic and SplitCo each a “Party,” and together, the “Parties”).
TRANSITION MANUFACTURING AND SUPPLY AGREEMENTTransition Manufacturing and Supply Agreement • March 9th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
This TRANSITION MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”), dated as of March 1, 2026 (“Effective Date”) by and between Medtronic, Inc. (“Medtronic”), and Medtronic MiniMed, Inc., a Delaware corporation (“MiniMed” and, together with Medtronic, the “Parties” and each a “Party”).
TRANSITIONAL TRADEMARK CROSS-LICENSE AGREEMENTTransitional Trademark Cross-License Agreement • March 9th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
This TRANSITIONAL TRADEMARK CROSS-LICENSE AGREEMENT, dated as of March 1, 2026 (the “Agreement”) is entered into by and between Medtronic Group Holding, Inc., a Minnesota corporation (“Medtronic” and Kangaroo US HoldCo 2, Inc., (prior to the SplitCo Merger (as defined below), “SplitCo” and, following the SplitCo Merger, (“Initial SplitCo Party”)), which on or before the Separation Date shall be merged with and into MiniMed Group, Inc., a Delaware corporation (“SplitCo Parent” whether prior to or following the SplitCo Merger), and, following the SplitCo Merger, (“SplitCo”) with SplitCo Parent surviving such merger (the “SplitCo Merger”) and continuing as “SplitCo” hereunder). Medtronic and SplitCo are collectively referred to herein as the “Parties” and individually as a “Party”.
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • June 29th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
MiniMed Group, Inc. Common Stock, par value $0.01 per share Form of Underwriting AgreementUnderwriting Agreement • December 19th, 2025 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus
MiniMed Group, 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”).
MINIMED GROUP, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 9th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
ContractRegistration Rights Agreement • March 9th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2026, between Medtronic plc, an Irish public limited company (“Medtronic”), and Kangaroo US HoldCo 2, Inc., a Delaware corporation, which on or before the Separation Date (as defined in the Separation Agreement) shall be merged with and into MiniMed Group, Inc., a Delaware corporation (the “Company”).
SEPARATION AGREEMENT by and between MEDTRONIC GROUP HOLDING, INC. and KANGAROO US HOLDCO 2, INC. Dated as of March 1, 2026Separation Agreement • March 9th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
This SEPARATION AGREEMENT, dated as of March 1, 2026, by and between (i) Medtronic Group Holding, Inc., a Minnesota corporation (“Medtronic”) and (ii) Kangaroo US HoldCo 2, Inc., a Delaware corporation (prior to the SplitCo Merger (as defined below), “SplitCo” and, following the SplitCo Merger, (“Initial SplitCo Party”)), which on or before the Separation Date shall be merged with and into MiniMed Group, Inc., a Delaware corporation (“SplitCo Parent” whether prior to or following the SplitCo Merger), and, following the SplitCo Merger, (“SplitCo”) with SplitCo Parent surviving such merger (the “SplitCo Merger”) and continuing as “SplitCo” hereunder. Capitalized terms used herein and not otherwise defined shall have the respective meaning assigned to them in Article I hereof.
EMPLOYEE MATTERS AGREEMENT by and between MEDTRONIC GROUP HOLDING, INC. and KANGAROO US HOLDCO 2, INC. Dated as of March 1, 2026Employee Matters Agreement • March 9th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus
EMPLOYEE MATTERS AGREEMENT, dated as of March 1, 2026, by and between Medtronic Group Holding, Inc., a Minnesota corporation (“Medtronic”) and Kangaroo US Holdco 2, Inc., a Delaware corporation (“SplitCo” and, each of Medtronic and SplitCo, a “Party” and together, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).
TAX MATTERS AGREEMENT by and between MEDTRONIC GROUP HOLDING, INC. and KANGAROO US HOLDCO 2, INC. Dated as of March 1, 2026Tax Matters Agreement • March 9th, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), is dated as of March 1, 2026, by and between (i) Medtronic Group Holding, Inc., a Minnesota corporation (“Medtronic”) and (ii) Kangaroo US HoldCo 2, Inc., a Delaware corporation (Kangaroo US HoldCo 2, Inc., prior to the SplitCo Merger (as defined below), “SplitCo”) (each a “Party” and together, the “Parties”), which on or before the Separation Date shall be merged with and into MiniMed Group, Inc., a Delaware corporation (“SplitCo Parent” whether prior to or following the SplitCo Merger), and, following the SplitCo Merger, (“SplitCo”) with SplitCo Parent surviving such merger (the “SplitCo Merger”) and continuing as “SplitCo” hereunder. Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation Agreement, dated as of the date hereof, by and among the Parties (the “Separation Agreement”).
FORM OF EMPLOYEE MATTERS AGREEMENT by and between and Dated as of __________Employee Matters Agreement • December 19th, 2025 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus
EMPLOYEE MATTERS AGREEMENT, dated as of __________, by and between __________ (“Medtronic”) and __________ (“SplitCo” and, each of Medtronic and SplitCo, a “Party” and together, the “Parties”). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation Agreement, dated as of the date hereof, by and between the Parties (the “Separation Agreement”).
FORM OF TRANSITION SERVICES AGREEMENT by and between and Dated as of __________Transition Services Agreement • December 19th, 2025 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
WHEREAS, effective upon the Separation, (a) SplitCo desires to purchase from Medtronic (and/or its designee(s)), and Medtronic (and/or its designee(s)) is willing to provide to SplitCo, certain services, in order to (i) facilitate SplitCo’s operation of the SplitCo Business after the Separation Date and (ii) provide SplitCo the opportunity to obtain alternate sources of such services within a reasonable time after the Separation Date and (b) Medtronic desires to purchase from SplitCo (and/or its designee(s)), and SplitCo (and/or its designee(s)) is willing to provide to Medtronic, certain services, in order to (i) facilitate Medtronic’s operation of the Medtronic Business after the Separation Date and (ii) provide Medtronic the opportunity to obtain alternate sources of such services within a reasonable time after the Separation Date; and
FORM OF MASTER SERVICES AGREEMENTMaster Services Agreement • January 23rd, 2026 • MiniMed Group, Inc. • Surgical & medical instruments & apparatus • Delaware
This MASTER SERVICES AGREEMENT (“MSA”), is entered into as of __________ (“Effective Date”) by and between Medtronic Puerto Rico Operations Co. (“Medtronic”), a Cayman Islands company with offices at Ceiba Norte Industrial Park, 50 Road 31 KM 24.4, Juncos, PR 00777-3869 and MiniMed Puerto Rico Operations LLC (“Provider”), a Cayman Island company with address of Conyers Trust Company (Cayman) Limited, P.O Box 2681, Cricket Square, Hutchins Drive, George Town, Grand Cayman, KY, Cayman Islands. The term “MSA” shall mean this document and any included Appendices. The MSA, executed on or after the Effective Date, shall be referred to as an “MSA.” Both Medtronic and Provider may be referred to as a “Party” or collectively, as the “Parties.”