0001628280-24-005591 Sample Contracts

SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF [●], 2024
Separation and Distribution Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [●], 2024 (this “Agreement”), is by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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FORM OF INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT BY AND AMONG 3M COMPANY 3M INNOVATIVE PROPERTIES COMPANY 3M HEALTHCARE US OPCO LLC AND SOLVENTUM INTELLECTUAL PROPERTIES COMPANY DATED AS OF [●], 2024
License Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus

This INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of [●], 2024, is entered into by and between 3M Company and 3M Innovative Properties Company, Delaware Corporations (collectively “Company”), and 3M Healthcare US Opo LLC and Solventum Intellectual Properties Company, Delaware Corporations (collectively “SpinCo”). Company and SpinCo are collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”

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TRANSITION SERVICES AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF
Transition Services Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
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STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT
Stockholder and Registration Rights Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • Delaware

This STOCKHOLDER AND REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2024 (this “Agreement”), is by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation (“SpinCo”).

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EMPLOYEE MATTERS AGREEMENT by and between 3M COMPANY and SOLVENTUM CORPORATION dated as of
Employee Matters Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus

This Employee Matters Agreement (this “Agreement”), dated as of [●], 2024, is entered into by and between 3M Company (“Parent”), a Delaware corporation, and Solventum Corporation (“SpinCo”), a Delaware corporation.

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TRANSITION DISTRIBUTION SERVICES AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF [●], 2024
Transition Distribution Services Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus

This TRANSITION DISTRIBUTION SERVICES AGREEMENT (this “Agreement”), dated as of [●], 2024 (the “Effective Date”), is entered into by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation (“SpinCo” and, together with Parent, the “Parties,” and each, individually, a “Party”).

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TRANSITIONAL TRADEMARK CROSS LICENSE AGREEMENT BY AND AMONG 3M COMPANY, 3M INNOVATIVE PROPERTIES COMPANY AND SOLVENTUM CORPORATION, SOLVENTUM INTELLECTUAL PROPERTIES COMPANY,
Transitional Trademark Cross License Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus

This TRANSITIONAL TRADEMARK CROSS LICENSE AGREEMENT (this “Agreement”), dated as of [●], 2024 is entered into by and among 3M Company (“3M Company”), 3M Innovative Properties Company (“3M IPC”), both Delaware corporations, and Solventum Corporation, a Delaware corporation, 3M Healthcare Germany GmbH, a German limited liability company (“SpinCo Germany”), and Solventum Intellectual Properties Company, a Delaware corporation (“SpinCo IPC”) (collectively, the “Parties” and each individually, a “Party”). 3M IPC is a wholly owned subsidiary of 3M Company, and SpinCo Germany and SpinCo IPC are both wholly owned subsidiaries of SpinCo Parent.

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TAX MATTERS AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF [●], 2024
Tax Matters Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus • Delaware

This TAX MATTERS AGREEMENT, dated as of [●], 2024 (this “Agreement”), is by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“SpinCo”). Each of Parent and SpinCo are herein referred to individually as a “Party” and collectively as the “Parties.”

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TRANSITION CONTRACT MANUFACTURING AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF
Transition Contract Manufacturing Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
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MASTER SUPPLY AGREEMENT BY AND BETWEEN [SUPPLIER ENTITY] AND [PURCHASER NAME] DATED AS OF
Master Supply Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
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3M TRADEMARK USE AGREEMENT BY AND AMONG 3M COMPANY, 3M INNOVATIVE PROPERTIES COMPANY, SOLVENTUM CORPORATION AND SOLVENTUM INTELLECTUAL PROPERTIES COMPANY DATED AS OF [●], 2024
3m Trademark Use Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus

This 3M TRADEMARK USE AGREEMENT (this “Agreement”), dated as of [●], 2024 is entered into by and among 3M Company (“3M Company”), 3M Innovative Properties Company (“3M IPC”), both Delaware corporations, and Solventum Corporation, a Delaware corporation, and Solventum Intellectual Properties Company, a Delaware corporation (“SpinCo IPC”) (collectively, the “Parties” and each individually, a “Party”). 3M IPC is a wholly owned subsidiary of 3M Company, and SpinCo IPC is a wholly owned subsidiaries of SpinCo Parent.

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FORM OF REAL ESTATE LICENSE AGREEMENT BY AND BETWEEN [3M LICENSOR ENTITY] AND DATED AS OF
Real Estate License Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
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RESEARCH AND DEVELOPMENT MASTER SERVICES AGREEMENT BY AND BETWEEN SOLVENTUM CORPORATION AND 3M COMPANY DATED AS OF
Research and Development Master Services Agreement • February 20th, 2024 • Solventum Corp • Surgical & medical instruments & apparatus
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