FORM OF TAX MATTERS AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of [●], 2023Tax Matters Agreement • April 24th, 2023 • Kenvue Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
TAX MATTERS AGREEMENT dated as of [●], 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”).
FORM OF SEPARATION AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of [●], 2023Separation Agreement • April 24th, 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 Exhibit A Form of Registration Rights Agreement Exhibit B Restructuring Step Plan
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”).
