Distribution Agreement Effective as of October , 2014 Between Kimberly-Clark Corporation and Halyard Health, Inc.Distribution Agreement • August 28th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS DISTRIBUTION AGREEMENT is made as of October [ ], 2014 by and between Kimberly-Clark Corporation (“Kimberly-Clark”), a Delaware corporation, and Halyard Health, Inc. (“Halyard”), a Delaware corporation, and, as of the date hereof, a wholly-owned subsidiary of Kimberly-Clark.
TAX MATTERS AGREEMENT DATED AS OF [ ] BETWEEN KIMBERLY-CLARK CORPORATION AND HALYARD HEALTH, INC.Tax Matters Agreement • August 28th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
THIS TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of October 31, 2014, between Kimberly-Clark Corporation, a Delaware corporation (“External Distributing”), and Halyard Health, Inc., a Delaware corporation (“External SpinCo”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 28th, 2014 • Halyard Health, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of October , 2014 between Kimberly-Clark Corporation, a Delaware corporation (“Kimberly-Clark”), and Halyard Health, Inc., a Delaware corporation (“Halyard”). Kimberly-Clark and Halyard are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
