0001140361-22-032001 Sample Contracts

TAX MATTERS AGREEMENT by and among
Tax Matters Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • Delaware

This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of September 1, 2022, by and among 3M Company, a Delaware corporation (“Viking”), Garden SpinCo Corporation, a Delaware corporation and a wholly owned subsidiary of Viking (“SpinCo”) (Viking and SpinCo are sometimes individually referred to herein as a “Company”), and Neogen Corporation, a Michigan corporation (“Parent”). Each of Viking, SpinCo, and Parent are herein referred to individually as a “Party” and collectively as the “Parties.”

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TRANSITION DISTRIBUTION SERVICES AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO COROPORATION AND NEOGEN CORPORATION DATED AS OF SEPTEMBER 1, 2022
Transition Distribution Services Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • Delaware

This TRANSITION DISTRIBUTION SERVICES AGREEMENT (this “Agreement” or “TDSA”), dated as of September 1, 2022 (the “Effective Date”), is entered into by and among 3M Company, a Delaware corporation (the “Company”), Garden SpinCo Corporation, a Delaware corporation (“SpinCo”), and Neogen Corporation, a Michigan corporation (“Parent” and, together with the Company and SpinCo, the “Parties,” and each, individually, a “Party”).

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TRANSITION CONTRACT MANUFACTURING AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO CORPORATION AND NEOGEN CORPORATION DATED AS OF SEPTEMBER 1, 2022
Transition Contract Manufacturing Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • Delaware

This TRANSITION CONTRACT MANUFACTURING AGREEMENT (this “Agreement” or “TCMA”), dated as of September 1, 2022, (the “Effective Date”), is entered into by and among 3M Company, a Delaware corporation (“Supplier”), Garden SpinCo Corporation, a Delaware corporation (“SpinCo”), and Neogen Corporation, a Michigan corporation (“Customer” and, together with Supplier, the “Parties” and each, individually, a “Party”).

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TRANSITION SERVICES AGREEMENT BY AND AMONG 3M COMPANY, GARDEN SPINCO CORPORATION AND NEOGEN CORPORATION DATED AS OF SEPTEMBER 1, 2022
Transition Services Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement” or “TSA”), dated as of September 1, 2022 (the “Effective Date”), is entered into by and among 3M Company, a Delaware corporation (“Company”), Garden SpinCo Corporation, a Delaware corporation (“SpinCo”), and Neogen Corporation, a Michigan corporation (“Parent” and, together with the Company and SpinCo, the “Parties,” and each, individually, a “Party”).

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TRANSITIONAL TRADEMARK LICENSE AGREEMENT BY AND AMONG 3M COMPANY, 3M INNOVATIVE PROPERTIES COMPANY, NEOGEN CORPORATION AND GARDEN SPINCO CORPORATION DATED AS OF SEPTEMBER 1, 2022
Transitional Trademark License Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances

This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of September 1, 2022 is entered into by and among 3M Company (“Company”) and 3M Innovative Properties Company (“3M IPC”), both Delaware corporations, on the one hand, and Garden SpinCo Corporation, a Delaware corporation (“SpinCo”) and Neogen Corporation, a Michigan corporation (“Buyer”), on the other hand (collectively, the “Parties” and each individually, a “Party”). 3M IPC is a wholly owned subsidiary of 3M.

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DISTRIBUTION AGREEMENT
Distribution Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances
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Contract
Supplemental Indenture • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 1, 2022, among each of the signatories hereto as a guarantor (the “Guaranteeing Entities”), Neogen Food Safety Corporation, a Delaware corporation, formerly known as Garden SpinCo Corporation (the “Issuer”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

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AMENDMENT NO. 1 TO THE SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances

This Amendment No. 1 (this “Amendment”), dated as of August 31, 2022, to the Separation and Distribution Agreement, dated as of December 13, 2021 (as amended, restated, modified or supplemented from time to time, the “Separation Agreement”), by and among 3M Company, a Delaware corporation (the “Company”), Garden SpinCo Corporation, a Delaware corporation (“SpinCo”), and Neogen Corporation, a Michigan corporation (“Parent”), is entered into by and among the Company, SpinCo and Parent.

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MASTER REAL ESTATE LICENSE AGREEMENT
Master Real Estate License Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • Delaware

This MASTER REAL ESTATE LICENSE AGREEMENT (this “Agreement”), dated as of September 1, 2022, is entered into by and among each legal entity listed under the heading “Licensor” on the signature pages hereto (each, a “Licensor” and collectively, the “Licensors”), and each legal entity listed under the heading “Licensee” on the signature pages hereto (each, a “Licensee” and collectively, the “Licensees” and, together with the Licensors, the “Parties”).

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INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT BY AND BETWEEN 3M COMPANY 3M INNOVATIVE PROPERTIES COMPANY AND GARDEN SPINCO CORPORATION DATED AS OF SEPTEMBER 1, 2022
Intellectual Property Cross-License Agreement • September 1st, 2022 • Neogen Corp • In vitro & in vivo diagnostic substances • Delaware

This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of September 1, 2022, is entered into by and among 3M Company (“Company”), 3M Innovative Properties Company (“3M IPC”), both Delaware corporations, on the one hand, and Garden SpinCo Corporation, a Delaware corporation (“SpinCo”), on the other hand. Company, 3M IPC and SpinCo are collectively referred to herein as the “Parties” and individually referred to herein as a “Party.” 3M IPC is a wholly owned subsidiary of Company.

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