MiniMed Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

FIRST: The Corporation was incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of Delaware on February 27, 2025 under the name “Wallabies Inc.” (as amended, through the date hereof, the “Certificate of Incorporation”).

SECOND: The Corporation amended the Certificate of Incorporation on March 13, 2025 to reflect a change in the name of the Corporation to “MDT Sub Holdings, Inc.”

THIRD: The Corporation amended the Certificate of Incorporation on July 21, 2025 to reflect a change in the name of the Corporation to “MiniMed Group, Inc.”

FOURTH: The Second Amended and Restated Certificate of Incorporation attached hereto as Exhibit A and incorporated herein by reference (the “Restated Certificate”) integrates, restates and further amends the Certificate of Incorporation in its entirety to read as set forth therein.

FIFTH: The Restated Certificate was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of its stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, MiniMed Group, Inc. has caused this Second Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on this sixth day of March 2026.

MINIMED GROUP, INC.,

The name of the corporation is MiniMed Group, Inc. (the “Corporation”).

The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808, and the name of the registered agent whose office address will be the same as the registered office is Corporation Service Company.

The nature and purpose of the business of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (“DGCL”).

SECTION 1    Authorized Shares. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 1,100,000,000 shares, consisting of two classes as follows:

(a)    1,000,000,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”); and

(b)    100,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”).

SECTION 2    Common Stock. Except as otherwise provided by the DGCL or this amended and restated certificate of incorporation (as it may be amended and/or restated, the “Certificate of Incorporation”) and subject to the rights of holders of any series of Preferred Stock then outstanding, all of the voting power of the stockholders of the Corporation shall be vested in the holders of the Common Stock. Each share of Common Stock shall entitle the holder thereof to one vote for each share held by such holder on all matters voted upon generally by the stockholders of the Corporation; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL. Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by a vote of the holders of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL.

SECTION 3    Preferred Stock. The Board of Directors is authorized, subject to limitations prescribed by law, to provide, by resolution or resolutions for the issuance of shares of Preferred Stock in one or more series, and with respect to each series, to establish the number of shares to be included in each such series, and to fix the voting powers (if any), designations, powers, preferences, and relative, participating, optional, or other special rights, if any, of the shares of each such series, and any qualifications, limitations or restrictions thereof. The powers (including voting powers), preferences, and relative, participating, optional and other special rights of each series of Preferred Stock and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by a vote of the holders of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL.

SECTION 1    Board of Directors. Except as otherwise provided in this Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

SECTION 2    Number of Directors; Voting. Subject to any rights of the holders of any series of Preferred Stock then outstanding to elect additional directors under specified circumstances or otherwise, the number of directors which shall constitute the Board of Directors shall be fixed from time to time exclusively by resolution of the Board of Directors. Each director shall be entitled to one vote with respect to each matter before the Board of Directors, whether by meeting or pursuant to written consent.

SECTION 3    Election and Term of Office.

(a)    Election. Elections of directors need not be by written ballot unless the Bylaws of the Corporation (as they may be amended, the “Bylaws”) shall so provide.

(b)    Classes of Directors. Subject to the rights of the holders of any series of Preferred Stock then outstanding to elect directors, the Board of Directors shall be and is divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. The Board of Directors is authorized to assign members of the Board of Directors already in office to a class at the time such classification becomes effective.

(c)    Term of Office. Subject to the rights of the holders of any series of Preferred Stock then outstanding to elect directors, each director shall serve for a term expiring at the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the Corporation’s first annual meeting of stockholders to be held in 2026; each director initially assigned to Class II shall serve for a term expiring at the Corporation’s second annual meeting of stockholders to be held in 2027; and each director initially assigned to Class III shall serve for a term expiring at the Corporation’s third annual meeting of stockholders to be held in 2028; provided further, that each director shall hold office until their

successor is duly elected and qualified, or until their earlier death, resignation, disqualification or removal.

SECTION 4    Vacancies. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any newly created directorship on the Board of Directors that results from an increase in the number of directors or any vacancy occurring on the Board of Directors, however created, shall be filled only by resolution of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (other than directors elected by the holders of any series of Preferred Stock then outstanding) and may not be filled in any other manner. In the event of any increase in the authorized number of directors, the Board of Directors shall assign the class to which a newly created directorship shall be allocated. A director appointed to fill a vacancy resulting from the death, resignation, disqualification or removal of a director or other cause shall hold office for the unexpired term of such director’s predecessor in office, and a director appointed to fill a newly created directorship shall hold office until the next election of the class for which such director shall have been assigned and, in each case, until their successor is duly elected and qualified, or until their earlier death, resignation, disqualification or removal. In no case will a decrease in the authorized number of directors have the effect of removing or shortening the term of any incumbent director.

SECTION 5    Removal, Resignation and Disqualification of Directors. For so long as Medtronic (as defined in Section 2 of ARTICLE EIGHT) Beneficially Owns a majority of the voting power of all then-outstanding shares of Voting Stock, any director or the entire Board of Directors may be removed from office at any time, with or without cause, by an affirmative vote of any stockholders holding shares of capital stock representing, in the aggregate, a majority of the total voting power of the then-outstanding shares of all classes of capital stock of the Corporation, whether such vote is of Medtronic as a voting stockholder or Medtronic as a voting stockholder together with any other voting stockholders. From and after the first time at which Medtronic ceases to Beneficially Own a majority of the voting power of all then-outstanding shares of Voting Stock, subject to the rights of the holders of any series of Preferred Stock then outstanding and notwithstanding any other provision of this Certificate of Incorporation, directors may be removed, but only for cause, by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors (the “Voting Stock”). Any director may resign at any time upon written notice to the Corporation.

SECTION 6 Rights of Holders of Preferred Stock. During any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series, have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall hold office until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to their earlier death, resignation, disqualification or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such series, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced accordingly.

SECTION 7    Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

SECTION 1    Limitation of Liability. To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader exculpation than permitted prior thereto), no director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty as a director or officer, respectively.

SECTION 2    Indemnification. To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees and agents of the Corporation (and any other persons to which the DGCL permits the Corporation to provide indemnification), through provisions in the Bylaws, agreements with such directors, officers, employees or agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL.

SECTION 3    Amendment of this Article. No amendment, repeal or modification of this ARTICLE SIX, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this ARTICLE SIX, shall (a) adversely affect any right or protection of a director, officer or agent of the Corporation existing at the time of such amendment, repeal or modification with respect to any act, omission or other matter occurring prior to such amendment, repeal or modification or (b) increase the liability of any director, officer, employee or agent of the Corporation with respect to any acts or omissions of such director, officer, employee or agent occurring prior to, such amendment, repeal or modification.

SECTION 1 Action by Written Consent. Subject to Section 211(b) of the DGCL and subject to the rights of the holders of any series of Preferred Stock then outstanding, for so long as Medtronic Beneficially Owns a majority of the voting power of all then-outstanding shares of Voting Stock, any action which is required or permitted to be taken by the Corporation’s stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of the Corporation’s stock entitled to vote thereon were present and voted. From and after the first time at which Medtronic no longer Beneficially Owns a majority of the voting power of all then-outstanding shares of Voting Stock, any action which is required or permitted to be taken by the Corporation’s stockholders may be taken only at a duly called annual or special meeting of the Corporation’s stockholders and the Corporation’s stockholders shall not have the ability to consent in writing without a meeting.

Notwithstanding the foregoing, any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, unless expressly prohibited in the resolutions creating such series of Preferred Stock.

SECTION 2    Special Meetings of Stockholders. Subject to the rights of the holders of any series of Preferred Stock then outstanding and to the requirements of applicable law, special meetings of stockholders of the Corporation may be called only by or at the direction of (i) the Chair of the Board of Directors, (ii) the Board of Directors pursuant to a written resolution adopted by the affirmative vote of the majority of the total number of directors that the Corporation would have if there were no vacancies or (iii) the Chief Executive Officer. No other person or persons shall have the ability to call a special meeting of stockholders. Any business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of the meeting.

SECTION 3    No Cumulative Voting. No stockholder shall be entitled to exercise any right of cumulative voting.

SECTION 1    Certain Acknowledgments. It is hereby acknowledged that

(a)    the Corporation will not be a wholly owned subsidiary of Medtronic and that Medtronic may continue to be a significant stockholder of the Corporation;

(b)    (i) directors, officers or employees of Medtronic may serve as directors, officers or employees of the Corporation, (ii) Medtronic may engage in the same, similar or related lines of business as those in which the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage and (iii) Medtronic may have an interest in the same areas of corporate opportunity as the Corporation and the Affiliated Companies;

(c)    the provisions of this ARTICLE EIGHT shall, to the fullest extent permitted by applicable law, regulate and define the conduct of certain of the business and affairs of the Corporation in relation to Medtronic and the conduct of certain affairs of the Corporation as they may involve Medtronic and its directors, officers or employees, including any of the foregoing who serve as directors, officers or employees of the Corporation (Medtronic and all such other persons, each an “Exempted Person” and collectively, the “Exempted Persons”);

(d)    this ARTICLE EIGHT constitutes a renunciation of corporate opportunities pursuant to Section 122(17) of the DGCL, which authorizes a corporation to renounce specified classes and categories of business opportunities;

(e) the Official Synopsis for the Act of the Delaware General Assembly enacting Section 122(17) of the DGCL states that “the classes or categories of business opportunities may be specified by any manner of defining or delineating business opportunities … including, without limitation, by … identity of the originator of the business opportunity, identity of the party or parties to or having an interest in the business opportunity, [and] identity of the recipient of the business opportunity”; and

(f)    as a result of the renunciations set forth in this ARTICLE EIGHT, (i) each Exempted Person will rely on this ARTICLE EIGHT in declining to communicate or offer a business opportunity to the Corporation or any of its subsidiaries unless Section 4 of this ARTICLE EIGHT applies to such person; (ii) an Exempted Person will rely on this ARTICLE EIGHT to retain or exploit such business opportunity for itself or for the benefit of persons or entities other than the Corporation and the Affiliated Companies; and (iii) Medtronic has approved an initial public offering of the stock of the Corporation in reliance on the adoption of this ARTICLE EIGHT.

SECTION 2    Certain Definitions. As used in this Certificate of Incorporation, (i) “Medtronic” shall mean Medtronic plc, an Ireland public limited company, any and all successors to Medtronic by way of merger, consolidation or sale of all or substantially all of its assets or equity, and any and all corporations, partnerships, joint ventures, limited liability companies, associations and other entities (A) in which Medtronic owns, directly or indirectly, more than 50% of the outstanding voting stock, voting power, partnership interests or similar ownership interests, (B) of which Medtronic otherwise directly or indirectly controls or directs the policies or operations or (C) that would be considered subsidiaries of Medtronic within the meaning of Regulation S-K or Regulation S-X of the general rules and regulations under the Securities Act of 1933, as amended (the “Securities Act”), now or hereafter existing; provided, however, that the term “Medtronic” shall not include the Corporation or any entities (x) in which the Corporation owns, directly or indirectly, more than 50% of the outstanding voting stock, voting power, partnership interests or similar ownership interests, (y) of which the Corporation otherwise directly or indirectly controls or directs the policies or operations or (z) that would be considered subsidiaries of the Corporation within the meaning of Regulation S-K or Regulation S-X of the general rules and regulations under the Securities Act now or hereafter existing (such entities described in clauses (x), (y) and (z), the “Affiliated Companies”) and (ii) the term “Beneficially Own” shall have the meaning set forth in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder.

SECTION 3    Renunciation of Corporate Opportunities. To the fullest extent permitted by the DGCL, but subject to Section 4 of this ARTICLE EIGHT, the Corporation hereby renounces any interest or expectancy in, or being offered an opportunity to participate in, any and all business opportunities: (a) originated or acquired by an Exempted Person; (b) in which the Exempted Person has an interest; or (c) that is received from any person or entity by an Exempted Person. The business opportunities renounced under this Section 3 of ARTICLE EIGHT include any actual or potential investment or business opportunity or prospective economic advantage in which the Corporation could, but for this Section 3 of ARTICLE EIGHT, have an interest or expectancy (including, without limitation, acquisitions, dispositions, business combinations, financings or investment opportunities), whether or not such opportunities are in the same or similar lines of business in which the Corporation is engaged or intends to engage.

SECTION 4 Excluded Opportunities. Notwithstanding the foregoing provisions of this ARTICLE EIGHT, but subject to Section 5 of this ARTICLE EIGHT, the Corporation does not renounce any business opportunity: (a) expressly offered to a person in his or her capacity as a director or officer of the Corporation; (b) offered to, or acquired by, a person while he or she is a full-time employee of the Corporation; or (c) that has been developed using the confidential information of the Corporation or the Affiliated Companies.

SECTION 5    Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this ARTICLE EIGHT, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it, or that is one in which the Corporation has no interest or reasonable expectancy.

SECTION 6    Authorized Business Activities. Without limiting the other provisions of this ARTICLE EIGHT, Medtronic shall have no duty to communicate information regarding a corporate opportunity to the Corporation or to refrain from (i) engaging in the same or similar activities or lines of business as the Corporation or any Affiliated Company, (ii) doing business with any client, customer or vendor of the Corporation or any Affiliated Company or (iii) employing or otherwise engaging any director, officer or employee of the Corporation or any Affiliated Company. To the fullest extent permitted by applicable law, except as provided in Section 4 of this ARTICLE EIGHT, no officer, director or employee of the Corporation or any Affiliated Company who is also a director, officer or employee of Medtronic shall be deemed to have breached their fiduciary duties, if any, to the Corporation or any Affiliated Company solely by reason of Medtronic’s engaging in any such activity.

SECTION 7    Notice and Consent. To the fullest extent permitted by applicable law, any person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation (including shares of Common Stock) shall be deemed to have notice of and to have consented to the provisions of this ARTICLE EIGHT.

SECTION 8    No Expansion of Duties. Nothing in this ARTICLE EIGHT creates or is intended to create any fiduciary duty on the part of Medtronic, the Corporation, any Affiliated Company, or any stockholder, director, officer or employee of any of them, that does not otherwise exist under applicable law, and nothing in this ARTICLE EIGHT expands any such duty of any such person that may now or hereafter exist under applicable law.

SECTION 9    Termination. The foregoing provisions of this ARTICLE EIGHT (but, for the avoidance of doubt, not Section 9 or Section 10 of this ARTICLE EIGHT) shall terminate, expire and have no further force and effect on the first date that (x) Medtronic ceases to Beneficially Own at least 10% of the outstanding shares of capital stock of the Corporation and (y) no person who is a director, officer or employee of Medtronic is also serving as a director or officer of the Corporation. No amendment, repeal, modification, termination or expiration of this ARTICLE EIGHT, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this ARTICLE EIGHT, shall eliminate or reduce the effect of this ARTICLE EIGHT in respect of any matter occurring prior to such amendment, repeal, modification, termination or adoption.

SECTION 10 Business Combinations. The Corporation shall not be governed by Section 203 of the DGCL, and the restrictions contained in Section 203 of the DGCL shall not apply to the Corporation, until the moment in time immediately following the first time at which both of the following conditions exist (if ever): (A) Section 203 of the DGCL by its terms would, but for the provisions of this Section 10 of ARTICLE EIGHT, apply to the Corporation; and (B) there occurs a transaction following the consummation of which Medtronic owns (as defined in Section 203 of the DGCL) less than 15% of the voting power of the Corporation’s then-outstanding shares of Voting Stock (solely for purposes of this Section 10 of ARTICLE EIGHT, as defined in Section 203 of the DGCL) of the Corporation (the “Applicable Time”).

From and after the Applicable Time, this Section 10 of ARTICLE EIGHT shall have no effect and the Corporation shall be governed by Section 203 of the DGCL if and for so long as Section 203 of the DGCL by its terms shall apply to the Corporation.

SECTION 1    Amendments to the Bylaws. Subject to the rights of holders of any series of Preferred Stock then outstanding, in furtherance and not in limitation of the powers conferred by law, the Bylaws may be amended, altered or repealed and new bylaws made by (i) the Board of Directors or (ii) in addition to any vote required herein (including any certificate of designation relating to any series of Preferred Stock), by the Bylaws or applicable law, the affirmative vote of the holders of at least two-thirds of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class.

SECTION 2    Amendments to this Certificate of Incorporation. The Corporation reserves the right, from time to time, to amend, alter or repeal any provision of, or add new provisions to, this Certificate of Incorporation in the manner now or hereafter prescribed in the DGCL, and all rights, preferences, privileges and powers of any kind conferred upon any director or stockholder of the Corporation by this Certificate of Incorporation are conferred subject to such right. Except as otherwise provided in this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock then-outstanding that provides for a greater or lesser vote) and in addition to any other vote required by law, the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend, alter, change or repeal any provision of this Certificate of Incorporation, or to adopt any new provision of this Certificate of Incorporation; provided, however, that the affirmative vote of the holders of at least two-thirds in voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend, alter, change or repeal, or adopt any provision inconsistent with, Sections 2, 3(b), 3(c), 4 and 5 of ARTICLE FIVE, Sections 1 and 2 of ARTICLE SEVEN, ARTICLE EIGHT, and ARTICLE NINE, or in each case, the definition of any capitalized terms used therein or any successor provision (including, without limitation, any such article or section as renumbered as a result of any amendment, alteration, change, repeal or adoption of any other provision of this Certificate of Incorporation). For the avoidance of doubt, the Corporation expressly elects to be governed by Section 242(d) of the DGCL.

SECTION 1 Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim that is based upon a violation of a duty owed by any current or former director, officer, employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim pursuant to any provision of this Certificate of Incorporation or the Bylaws, (iv) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “Covered Proceeding”); provided that, for the avoidance of doubt, the foregoing provision, including for any “derivative action”, will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which there is exclusive federal or concurrent federal and state jurisdiction.

Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. For the avoidance of doubt, this provision is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters for any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering.

SECTION 2    Personal Jurisdiction. If any action the subject matter of which is a Covered Proceeding is filed in a court other than the Court of Chancery of the State of Delaware, or, where permitted in accordance with Section 1 of this ARTICLE TEN, the United States District Court for the District of Delaware (each, a “Foreign Action”), in the name of any person or entity (a “Claiming Party”) without the prior written approval of the Corporation, such Claiming Party shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware, or, where applicable, the United States District Court for the District of Delaware, in connection with any action brought in any such courts to enforce Section 1 of this ARTICLE TEN (an “Enforcement Action”) and (ii) having service of process made upon such Claiming Party in any such Enforcement Action by service upon such Claiming Party’s counsel in the Foreign Action as agent for such Claiming Party.

SECTION 3    Notice and Consent. To the fullest extent permitted by applicable law, any person purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation (including shares of Common Stock) shall be deemed to have notice of and to have consented to the provisions of this ARTICLE TEN.

If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including each portion of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby.

(Adopted as of March 6, 2026)

MiniMed Group, Inc. (the “Corporation”), pursuant to the provisions of Section 109 of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts these Amended and Restated Bylaws (these “Bylaws”), which restate, amend and supersede the bylaws of the Corporation in their entirety as described below:

SECTION 1    Offices. The Corporation may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or the business of the Corporation may require. The registered office of the Corporation in the State of Delaware shall be as stated in the Corporation’s certificate of incorporation as then in effect (the “Certificate of Incorporation”).

SECTION 1    Place of Meetings. The Board of Directors may designate a place, if any, either within or outside the State of Delaware, as the place of meeting for any annual meeting or for any special meeting of stockholders. The Board of Directors may, in its sole discretion, determine that a meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 14 of this ARTICLE TWO of these Bylaws in accordance with Section 211(a)(2) of the DGCL.

SECTION 2    Annual Meeting. An annual meeting of the stockholders shall be held at such date and time as is specified by resolution of the Board of Directors. At the annual meeting, stockholders shall elect directors, in accordance with the requirements of the Certificate of Incorporation, and transact such other business as properly may be brought before the annual meeting pursuant to Section 11 of this ARTICLE TWO of these Bylaws. The Board of Directors may postpone or cancel any annual meeting of stockholders.

SECTION 3    Special Meetings. Special meetings of the stockholders may only be called in the manner provided in the Certificate of Incorporation. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. The Board of Directors may postpone or cancel any special meeting of stockholders.

SECTION 4    Notice of Meetings. (a) Whenever stockholders are required or permitted to take action at a meeting, notice of the meeting shall be given not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided herein or required by applicable law or the Certificate of Incorporation. Such notice shall state the place, if any, date and time of the meeting of the stockholders, the means of remote communications, if any, by which stockholders and proxyholders not physically present may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

(b)    Form of Notice. All such notices shall be delivered in writing or in any other manner permitted by the DGCL. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder’s mailing address as the same appears on the records of the Corporation. If given by courier service, such notice shall be deemed given at the earlier of when the notice is received or left at such stockholder’s address. Subject to the limitations of Section 4(d) of this ARTICLE TWO, if given by electronic transmission, such notice shall be deemed to be given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice by facsimile, (ii) if by electronic mail, when directed to such stockholder’s electronic mail address, (iii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (x) such posting and (y) the giving of such separate notice and (iv) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the Secretary or an Assistant Secretary of the Corporation, the transfer agent of the Corporation or any other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(c)    Waiver of Notice. Whenever notice is required to be given under any provisions of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the stockholder entitled to notice, or a waiver by electronic transmission given by the stockholder entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders of the Corporation need be specified in any waiver of notice of such meeting. Attendance of a stockholder of the Corporation at a meeting of such stockholders in person or by proxy shall constitute a waiver of notice of such meeting, except when the stockholder attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and does not further participate in the meeting.

(d)    Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders of the Corporation pursuant to the DGCL, the Certificate of Incorporation or these Bylaws, any notice to stockholders of the Corporation given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by electronic mail complying with the DGCL or other form of electronic transmission which other form has been consented to by the stockholder of the Corporation to whom the notice is

given. Any such consent is revocable by the stockholder by written notice or electronic transmission to the Corporation. Notice may not be given by electronic transmission from and after the time: (i) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation; and (ii) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, that the inadvertent failure to discover such inability shall not invalidate any meeting or other action. For purposes of these Bylaws, the terms “electronic transmission”, “electronic mail” and “electronic mail address” shall have the meanings provided in Section 232 of the DGCL.

SECTION 5    List of Stockholders. The Corporation shall prepare, no later than the 10th day before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date, arranged in alphabetical order and showing the address of each such stockholder and the number of shares registered in the name of each such stockholder. Nothing contained in this Section 5 of ARTICLE TWO shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days ending on the day before the meeting date: (a) on a reasonably accessible electronic network; provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. In the event the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Except as otherwise provided by law, the list shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 5 of ARTICLE TWO or to vote in person or by proxy at any meeting of stockholders.

SECTION 6    Quorum. The holders of a majority in voting power of the outstanding capital stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise required by law, the Certificate of Incorporation or these Bylaws. If a quorum is not present, the chair of the meeting or the stockholders present thereat, by the affirmative vote of the holders of a majority of the voting power of capital stock present in person or represented by proxy at the meeting and entitled to vote thereon, may adjourn the meeting to another time and/or place, if any, from time to time until a quorum shall be present in person or represented by proxy. When a specified item of business requires a vote by a class or series (if the Corporation shall then have outstanding shares of more than one class or series) voting as a separate class or series, the holders of a majority in voting power of the outstanding stock of such class or series, present in person or represented by proxy, shall constitute a quorum (as to such class or series) for the transaction of such item of business. A quorum once established at a meeting shall not be broken by the withdrawal of enough votes to leave less than a quorum.

SECTION 7 Adjourned Meetings. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place.

When a meeting is adjourned to another time and place (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are (a) announced at the meeting at which the adjournment is taken, (b) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (c) set forth in the notice of meeting given in accordance with Section 4(a) of this ARTICLE TWO (or are otherwise provided in any other manner permitted by the DGCL). At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and, except as otherwise required by law, shall not be more than 60 days nor less than 10 days before the date of such adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

SECTION 8    Vote Required. Subject to the rights of the holders of any series of preferred stock then outstanding, when a quorum has been established, all matters other than the election of directors shall be determined by the affirmative vote of the holders of a majority of the voting power of capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter, unless a minimum or different vote is provided by applicable law, the rules of any stock exchange upon which the Corporation’s securities are listed, any regulation applicable to the Corporation or its securities, the Certificate of Incorporation or these Bylaws, in which case such minimum or different vote shall be the applicable vote required on such matter. Subject to the rights of the holders of any series of Preferred Stock then outstanding, each director to be elected at any meeting for the election of directors shall be elected by a plurality of the votes cast with respect to that director’s election at any meeting of stockholders at which a quorum is present.

SECTION 9    Voting Rights. Subject to the rights of the holders of any series of preferred stock then outstanding, except as otherwise provided by the DGCL or the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote in person or by proxy for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot.

SECTION 10 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or by delivering a new duly authorized proxy bearing a later date. To the extent any stockholder uses its own proxy card in connection with directly or indirectly soliciting proxies from other stockholders, such proxy card must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

SECTION 11    Advance Notice of Stockholder Business and Director Nominations.

(a)    Business at Annual Meetings of Stockholders.

(i)    Only such business (other than nominations of persons for election to the Board of Directors, which must be made in compliance with and are governed exclusively by Section 11(b) of this ARTICLE TWO) shall be conducted at an annual meeting of the stockholders as shall have been brought before the meeting (A) as specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors or any duly authorized committee thereof, (B) by or at the direction of the Board of Directors or any duly authorized committee thereof or (C) by any stockholder of the Corporation who (1) was a stockholder of record at the time of giving of notice provided for in Section 11(a)(iii) of this ARTICLE TWO, on the record date for determination of stockholders of the Corporation entitled to vote at the meeting and at the time of the annual meeting, (2) is entitled to vote at the meeting and (3) complies with the procedures and requirements set forth in Section 11(a)(iii) of this ARTICLE TWO and all applicable requirements of state law and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules, regulations and schedules promulgated thereunder. For the avoidance of doubt, the foregoing clause (C) of this Section 11(a)(i) of ARTICLE TWO shall be the exclusive means for a stockholder to propose such business (other than business included in the Corporation’s proxy materials submitted pursuant to Rule 14a-8 under the Exchange Act) before an annual meeting of stockholders.

(ii) For any business (other than nominations of persons for election to the Board of Directors, which must be made in compliance with and are governed exclusively by Section 11(b) of this ARTICLE TWO) to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in proper written form as described in Section 11(a)(iii) of this ARTICLE TWO to the Secretary, any such proposed business must be a proper matter for stockholder action and the stockholder and any Stockholder Associated Person (as defined in Section 11(e) of this ARTICLE TWO) must have acted in accordance with the representations set forth in the Solicitation Statement (as defined in Section 11(a)(iii) of this ARTICLE TWO) required by these Bylaws. To be timely, a stockholder’s notice for such business must be delivered and received by the Secretary at the principal executive offices of the Corporation in proper written form not later than the Close of Business on the 90th day, and not earlier than the 120th day, prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences 30 days before the first anniversary of the preceding year’s annual meeting and ends 60 days after such first anniversary, or if no annual meeting was held in the preceding year, such stockholder’s notice must be delivered not earlier than the 120th day before the annual meeting and not later than the Close of Business on the later of the 90th day before the annual meeting or the 10th day following the day the Public Announcement (as defined in Section 11(e) of this ARTICLE TWO) of the date of the annual meeting is first made. In no event shall any adjournment of an annual meeting or postponement of an annual meeting for which notice has been given, or for which a Public Announcement of the date of the meeting has been made by the Corporation, or the Public Announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Notices delivered pursuant to this Section 11(a) of ARTICLE TWO will be deemed received on any given day only if received prior to the Close of Business on such day (and otherwise shall be deemed received on the next succeeding Business Day).

(iii)    To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter of business the stockholder proposes to bring before the annual meeting:

(A)    a brief description of the business desired to be brought before the annual meeting (including the specific text of any resolutions or actions proposed for consideration and, if such business includes a proposal to amend these Bylaws, the specific language of the proposed amendment) and the reasons for conducting such business at the annual meeting,

(B)    the name and address of the stockholder giving the notice as they appear on the Corporation’s books, the name and address (if different from the Corporation’s books) of such proposing stockholder, and the name and address of any Stockholder Associated Person,

(C)    the class or series and number of shares of each class or series of capital stock of the Corporation which are directly or indirectly held of record or beneficially owned by such stockholder or by any Stockholder Associated Person, a description of any Derivative Positions (as defined in Section 11(e) of this ARTICLE TWO) directly or indirectly held or beneficially held by the stockholder or any Stockholder Associated Person and whether and to the extent to which a Hedging Transaction (as defined in Section 11(e) of this ARTICLE TWO) has been entered into by or on behalf of such stockholder or any Stockholder Associated Person,

(D)    a description of all agreements, arrangements or understandings between or among such stockholder or any Stockholder Associated Person and any other person or entity (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder, any Stockholder Associated Person or such other person or entity in such business,

(E) a representation that such stockholder is a stockholder of record of the Corporation entitled to vote at such meeting and that such stockholder (or a qualified representative thereof) will appear at the annual meeting to bring such business before the meeting,

(F)    any other information related to such stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies or consents (even if a solicitation is not involved) by such stockholder or Stockholder Associated Person in support of the business proposed to be brought before the meeting pursuant to Section 14 of the Exchange Act and the rules, regulations and schedules promulgated thereunder, and

(G)    a representation as to whether such stockholder or any Stockholder Associated Person intends or is part of a group which intends to deliver, or make available, a proxy statement and/or form of proxy to the holders of at least the percentage of the Corporation’s outstanding capital stock required to approve the proposal and/or otherwise to solicit proxies or votes from stockholders in support of the proposal (such representation, a “Solicitation Statement”).

In addition, any stockholder who submits a notice pursuant to this Section 11(a) of ARTICLE TWO is required to update and supplement the information disclosed in such notice in accordance with Section 11(d) of this ARTICLE TWO.

(iv)    Notwithstanding anything in these Bylaws to the contrary, no business (other than (x) nominations of persons for election to the Board of Directors, which must be made in compliance with and are governed exclusively by Section 11(b) of this ARTICLE TWO and (y) business included in the Corporation’s proxy materials submitted pursuant to Rule 14a-8 under the Exchange Act) shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 11(a) of ARTICLE TWO.

(b)    Nominations at Annual Meetings of Stockholders.

(i)    Only persons who are nominated in accordance and compliance with the procedures and requirements set forth in this Section 11(b) of ARTICLE TWO shall be eligible for election to the Board of Directors at an annual meeting of stockholders.

(ii) Nominations of persons for election to the Board of Directors may be made at an annual meeting of stockholders only (A) by or at the direction of the Board of Directors or any duly authorized committee thereof or (B) by any stockholder of the Corporation who (1) was a stockholder of record at the time of giving of notice provided for in this Section 11(b) of ARTICLE TWO, on the record date for determination of stockholders of the Corporation entitled to vote at the meeting and at the time of the annual meeting, (2) is entitled to vote at the meeting and (3) complies with the procedures and requirements set forth in this Section 11(b) of ARTICLE TWO and all applicable requirements of state law and the Exchange Act and the rules, regulations and schedules promulgated thereunder, for the avoidance of doubt, including but not limited to Rule 14a-19 under the Exchange Act. For the avoidance of doubt, the foregoing clause (B) of this Section 11(b)(ii) of ARTICLE TWO shall be the exclusive means for a stockholder to make nominations of persons for election to the Board of Directors at an annual meeting of stockholders. For nominations to be properly brought by a stockholder at an annual meeting of stockholders, the stockholder must have given timely notice thereof in proper written form as described in Section 11(b)(iii) of this ARTICLE TWO to the Secretary and the stockholder and any Stockholder Associated Person must have acted in accordance with the representations set forth in the Nomination Solicitation Statement required by these Bylaws. To be timely, a stockholder’s notice for the nomination of persons for election to the Board of Directors must be delivered and received by the Secretary at the principal executive offices of the Corporation in proper written form not later than the Close of Business on the 90th day, and not earlier than the 120th day, prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences 30 days before the first anniversary of the preceding year’s annual meeting and ends 60 days after such first anniversary, or if no annual meeting was held in the preceding year, such stockholder’s notice must be delivered not earlier than the 120th day before the annual meeting and not later than the Close of Business on the later of the 90th day before the annual meeting or the 10th day following the day the Public Announcement of the date of the annual meeting is first made. In no event shall any adjournment of an annual meeting or postponement of an annual meeting for which notice has been given, or for which a Public Announcement of the date of the meeting has been made by the Corporation, or the Public Announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Notices delivered pursuant to this Section 11(b) of ARTICLE TWO will be deemed received on any given day only if received prior to the Close of Business on such day (and otherwise shall be deemed received on the next succeeding Business Day). For the avoidance of doubt, a stockholder shall not be entitled to make additional or substitute nominations following the expiration of the time periods set forth in these Bylaws.

(iii)    To be in proper written form, a stockholder’s notice to the Secretary shall set forth:

(A) as to each person that the stockholder proposes to nominate for election or re-election as a director of the Corporation, (1) the name, age, business address and residence address of the person, (2) the principal occupation or employment of the person, (3) the class or series and number of shares of each class or series of capital stock of the Corporation which are directly or indirectly owned beneficially or of record by the person, (4) the date such shares were acquired and the investment intent of such acquisition, (5) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies or consents for a contested election of directors (even if an election contest or proxy solicitation is not involved) or is otherwise required pursuant to Section 14 of the Exchange Act and the rules, regulations and schedules promulgated thereunder (including such person’s written consent to being named in any proxy statement and other proxy materials for the applicable meeting as a nominee of the stockholder, if applicable, and to serving as a director if elected) and (6) the fully completed questionnaire, representation and agreement required by Section 11(f) of this ARTICLE TWO,

(B)    the name and address of the stockholder giving the notice, as they appear on the Corporation’s books, and the name and address of any Stockholder Associated Person,

(C)    the class or series and number of shares of each class or series of capital stock of the Corporation which are directly or indirectly held of record or beneficially owned by such stockholder or by any Stockholder Associated Person with respect to the Corporation’s securities, a description of any Derivative Positions directly or indirectly held or beneficially held by the stockholder or any Stockholder Associated Person and whether and the extent to which a Hedging Transaction has been entered into by or on behalf of such stockholder or any Stockholder Associated Person,

(D)    a description of all agreements, arrangements or understandings (including financial transactions and direct or indirect compensation) between or among such stockholder or any Stockholder Associated Person and each proposed nominee and any other person or entity (including their names) pursuant to which the nomination(s) are to be made by such stockholder,

(E)    a representation that such stockholder is a stockholder of record of the Corporation entitled to vote at such meeting and that such stockholder (or a qualified representative thereof) will appear at the meeting to nominate the persons named in its notice,

(F)    any other information relating to such stockholder or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies or consents for a contested election of directors (even if an election contest or proxy solicitation is not involved) or otherwise required pursuant to Section 14 of the Exchange Act and the rules, regulations and schedules promulgated thereunder, for the avoidance of doubt, including but not limited to Rule 14a-19 under the Exchange Act, and

(G)    a representation as to whether such stockholder or any Stockholder Associated Person intends or is part of a group which intends to (x)(1) solicit proxies in support of the election of the nominee(s) named in its notice from holders of the Corporation’s outstanding capital stock representing at least 67% of the voting power of shares of capital stock entitled to vote on the election of directors, (2) include a statement to that effect in its proxy statement and/or the form of proxy, (3) otherwise comply with Rule 14a-19 under the Exchange Act and (4) provide the Secretary of the Corporation not

less than 10 days prior to the meeting or any adjournment or postponement thereof, with reasonable documentary evidence (as determined by the Secretary in good faith) that such stockholder and/or beneficial owner complied with such representations, and/or (y) otherwise to solicit proxies or votes from stockholders in support of the election of the nominee(s) named it its notice (such representation, a “Nomination Solicitation Statement”).

In addition, any stockholder who submits a notice pursuant to this Section 11(b) of ARTICLE TWO is required to update and supplement the information disclosed in such notice in accordance with Section 11(d) of this ARTICLE TWO and shall comply with Section 11(f) of this ARTICLE TWO.

(iv)    The number of nominees a stockholder may nominate for election at an annual meeting (or in the case of a stockholder giving notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting.

(c) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the notice of meeting. Only persons who are nominated in accordance and compliance with the procedures and requirements set forth in this Section 11(c) of ARTICLE TWO shall be eligible for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the notice of meeting only (i) by or at the direction of the Board of Directors or any duly authorized committee thereof or (ii) provided that the Board of Directors has determined that directors are to be elected at such special meeting, by any stockholder of the Corporation who (A) was a stockholder of record at the time of giving of notice provided for in this Section 11(c) of ARTICLE TWO, on the record date for determination of stockholders of the Corporation entitled to vote at the meeting and at the time of the special meeting, (B) is entitled to vote at the meeting and (C) complies with the procedures and requirements set forth in this Section 11(c) of ARTICLE TWO and all applicable requirements of state law and the Exchange Act and the rules, regulations and schedules promulgated thereunder, for the avoidance of doubt, including but not limited to Rule 14a-19 under the Exchange Act. For the avoidance of doubt, the foregoing clause (ii) of this Section 11(c) of ARTICLE TWO shall be the exclusive means for a stockholder to make nominations of persons for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected. For nominations to be properly brought by a stockholder at a special meeting of stockholders, the stockholder must have given timely notice thereof in proper written form as described in this Section 11(c) of ARTICLE TWO to the Secretary and the stockholder and the Stockholder Associated Person must have acted in accordance with the representations set forth in the Nomination Solicitation Statement required by these Bylaws. To be timely, a stockholder’s notice for the nomination of persons for election to the Board of Directors must be delivered and received by the Secretary at the principal executive offices of the Corporation in proper written form not earlier than the 120th day prior to such special meeting and not later than the Close of Business on the later of the 90th day prior to such special meeting or the 10th day following the day on which a Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall any adjournment or postponement of a special meeting or the Public Announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at a special meeting (or in the case of a stockholder giving notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. Notices delivered pursuant to this Section 11(c) of ARTICLE TWO will be deemed received on any given day only if received prior to the Close of Business on such day (and otherwise shall be deemed received on the next succeeding Business Day). For the avoidance of doubt, a stockholder shall not be entitled to make additional or substitute nominations following the expiration of the time periods set forth in these Bylaws. To be in proper written form, such stockholder’s notice shall set forth all of the information required by, and otherwise be in compliance with, Section 11(b)(iii) of this ARTICLE TWO. In addition, any stockholder who submits a notice pursuant to this Section 11(c) of ARTICLE TWO is required to update and supplement the information disclosed in such notice, if necessary, in accordance with Section 11(d) of this ARTICLE TWO and shall comply with Section 11(f) of this ARTICLE TWO.

(d)    Update and Supplement of Stockholder’s Notice. Any stockholder who submits a notice of proposal for business or nomination for election pursuant to this Section 11 of ARTICLE TWO is required to update and supplement the information disclosed in such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for determining the stockholders entitled to notice of the meeting of stockholders and as of the date that is 10 Business Days prior to such meeting of the stockholders or any adjournment or postponement thereof. Any such update and supplement shall be received by the Secretary at the principal executive offices of the Corporation not later than the Close of Business on the fifth Business Day after the record date for the meeting of stockholders (in the case of the update and supplement required to be made as of the record date), and not later than the Close of Business on the eighth business day prior to the date for the meeting of stockholders or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of 10 Business Days prior to the meeting of stockholders or any adjournment or postponement thereof); provided that, in the case of an adjournment, if there are fewer than eight Business Days prior to such adjournment, any such update and supplement shall be received by the Secretary as soon as practicable, but no in event later than the day prior to such adjournment. If a stockholder who submits a notice of nomination for election pursuant to this Section 11 of ARTICLE TWO no longer intends to solicit proxies in accordance with its representation pursuant to Section 11(b)(iii)(G)(1) of this ARTICLE TWO, such stockholder shall inform the Corporation of this change by delivering notice thereof in writing to the Secretary at the principal executive offices of the Corporation not later than the Close of Business on the second Business Day after the occurrence of such change. Notwithstanding anything in this Section 11 of ARTICLE TWO to the contrary, if any information or representation submitted pursuant to this Section 11 of ARTICLE TWO is inaccurate or incomplete, such information or representation shall be deemed not to have been provided in accordance herewith.

(e)    Definitions. For purposes of this Section 11 of ARTICLE TWO, the term:

(i)    “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York, NY are authorized or obligated by law or executive order to close;

(ii)    “Close of Business” means 5:00 p.m. local time at the principal executive offices of the Corporation, and if an applicable deadline falls on the Close of Business on a day that is not a Business Day, then the applicable deadline shall be deemed to be the Close of Business on the immediately preceding Business Day;

(iii)    “Derivative Positions” means, with respect to a stockholder or any Stockholder Associated Person, any derivative positions including, without limitation, any short position, profits interest, option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise and any performance-related fees to which such stockholder or any Stockholder Associated Person is entitled based, directly or indirectly, on any increase or decrease in the value of shares of capital stock of the Corporation;

(iv)    “Hedging Transaction” means, with respect to a stockholder or any Stockholder Associated Person, any hedging or other transaction (such as borrowed or loaned shares) or series of transactions, or any other agreement, arrangement or understanding, the effect or intent of which is to increase or decrease the voting power or economic or pecuniary interest of such stockholder or any Stockholder Associated Person with respect to the Corporation’s securities;

(v)    “Public Announcement” means disclosure in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act; and

(vi)    “Stockholder Associated Person” of any stockholder means (A) any beneficial owner of shares of stock of the Corporation, if any, on whose behalf the nomination or proposal is made and (B) any person directly or indirectly controlling, controlled by or under common control with such stockholder or any such beneficial owner.

(f) Submission of Questionnaire, Representation and Agreement. For a person nominated by a stockholder pursuant to Sections 11(b)(ii)(B) or 11(c)(ii) of this ARTICLE TWO to be qualified to stand for election or re-election as a director of the Corporation, such stockholder’s notice must include a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such written request) and a written representation and agreement (in the form provided by the Secretary upon written request of any stockholder of record identified by name within five Business Days of such written request) that such person (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation or nominee therefor that has not been disclosed to the Corporation and (iii) would be in compliance, and if elected as a director of the Corporation, whether such person intends to comply, with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(g)    Additional Information. The Corporation may also, as a condition to any such nomination or business being deemed properly brought before a meeting of stockholders, require the stockholder, any Stockholder Associated Person or a proposed nominee to deliver to the Secretary, within five Business Days of any such request, such other information as may reasonably be requested by the Corporation, including such other information as the Board of Directors, in good faith, determines (A) is reasonably necessary to determine whether such nominee satisfies any qualifications, requirements, criteria or standards imposed by the Certificate of Incorporation, these Bylaws or any law, rule, regulation or listing standard that may be applicable to the Corporation, (B) is reasonably necessary to determine whether such nominee qualifies as an “independent director” or “audit committee financial expert” under any law, rule, regulation or listing standard that may be applicable to the Corporation or any publicly disclosed corporate governance guideline or committee charter of the Corporation and (C) could be material to a stockholder’s understanding of the independence (including from the stockholder or any Stockholder Associated Person), or lack thereof, of such nominee.

(h) Authority of Chair; General Provisions. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, and subject to the oversight of the Board of Directors, the chair of the meeting shall have the power and duty to determine whether any nomination or other business proposed to be brought before the meeting was made or brought in accordance with the procedures and requirements set forth in these Bylaws (including whether the stockholder or Stockholder Associated Person, if any, on whose behalf the nomination or proposal is made or solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by Section 11(a)(iii)(G) or Section 11(b)(iii)(G), as applicable, of this ARTICLE TWO) or any applicable law, rule or regulation identified herein and, if any nomination or other business is not made or brought in compliance with these Bylaws (including any applicable law, rule or regulation identified herein), to declare that such nomination or proposal of other business be disregarded and not acted upon (and any such nominee shall be disqualified from standing for election or re-election), notwithstanding that proxies in respect of such vote may have been received by the Corporation. Notwithstanding the foregoing provisions of this Section 11 of ARTICLE TWO, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded (and any such nominee shall be disqualified from standing for election or re-election) and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 11 of ARTICLE TWO, to be considered a qualified representative of the stockholder, a person must be (A) a duly authorized officer, manager or partner of such stockholder or (B) authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders, which writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, must be received by the Secretary at the principal executive offices of the Corporation at least 5 Business Days prior to the meeting of stockholders. For purposes of determining the deadline by which a stockholder must deliver a notice of nomination or business in connection with the Corporation’s first annual meeting of stockholders following its initial public offering of common stock, the date of the immediately preceding year’s annual meeting shall be deemed to have occurred on the fifteenth day of October in such immediately preceding calendar year.

(i)    Compliance with Exchange Act. Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules, regulations and schedules promulgated thereunder with respect to the matters set forth in these Bylaws, and any failure to comply therewith shall be deemed a failure to comply with these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules, regulations and schedules promulgated thereunder are not intended to and shall not limit the requirements applicable to any nomination or other business to be considered pursuant to this Section 11 of ARTICLE TWO.

(j)    Effect on Other Rights. Nothing in these Bylaws shall be deemed to (A) affect any rights of the stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, (B) confer upon any stockholder a right to have a nominee or any proposed business included in the Corporation’s proxy statement, except as set forth in the Certificate of Incorporation, these Bylaws or applicable law, (C) affect any rights of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation or (D) limit the exercise, or the method or timing of the exercise, of any rights expressly granted by the Corporation to any person to nominate directors.

SECTION 12 Fixing a Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 days nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the Close of Business on the day next preceding the day on which notice is first given or, if notice is waived, at the Close of Business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting in conformity herewith, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 12 of ARTICLE TWO at the adjourned meeting.

SECTION 13    Fixing a Record Date for Action by Stockholders Without a Meeting. So long as stockholders of the Corporation have the right to act by written consent in accordance with Section 1 of ARTICLE SEVEN of the Certificate of Incorporation, for the purposes of determining the stockholders entitled to consent to corporate action without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with Section 228 of the DGCL. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the Close of Business on the day on which the Board of Directors adopts the resolution taking such prior action.

SECTION 14    Conduct of Meetings.

(a)    Generally. Meetings of stockholders shall be presided over by the chair of the meeting who shall be the Chair of the Board of Directors, if any, or in the Chair’s absence or disability, by the Chief Executive Officer, or in the Chief Executive Officer’s absence or disability, by an Executive Vice President or Senior Vice President (in the order as determined by the Board of Directors), or in the absence or disability of the foregoing persons by a chair designated by the Board of Directors, or in the absence or disability of such person, by a chair chosen at the meeting; provided that, notwithstanding anything to the contrary herein, the chair of the meeting may delegate any of their rights and responsibilities with respect to such meeting to any other person. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence or disability the chair of the meeting may appoint any person to act as secretary of the meeting.

(b) Rules, Regulations and Procedures. The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chair of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chair, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chair of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chair of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted to questions or comments by participants; and (vi) restrictions on the use of mobile phones, audio or video recording devices and similar devices at the meeting. Unless and to the extent determined by the Board of Directors or the chair of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure. The chair of the meeting shall have the power, right and authority, for any or no reason, to convene, recess and/or adjourn any meeting of stockholders.

(c)    Inspectors of Elections. The Corporation may, and to the extent required by law shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. The Corporation may designate one or more other persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chair of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. No person who is a candidate for an office at an election may serve as an inspector at such election. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

SECTION 15    Delivery to the Corporation. Whenever this ARTICLE II requires one or more persons (including a record or beneficial owner of capital stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, questionnaire, representation, agreement or other document), such document or information shall be (i) in writing, which shall be delivered by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested and (ii) delivered by email to investors@minimed.com, and the Corporation shall not be required to accept delivery of any document not in such form or so delivered.

SECTION 1    General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

SECTION 2    Number and Term of Office. Subject to the rights of the holders of any series of preferred stock to elect directors, the number of Directors shall be fixed from time to time exclusively by resolution of the Board of Directors. Subject to the rights of the holders of any series of preferred stock to elect directors, the directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. Subject to the rights of the holders of any series of preferred stock to elect directors, each director shall serve for a term expiring at the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the Corporation’s first annual meeting of stockholders to be held in 2026; each director initially assigned to Class II shall serve for a term expiring at the Corporation’s second annual meeting of stockholders to be held in 2027; and each director initially assigned to Class III shall serve for a term expiring at the Corporation’s third annual meeting of stockholders to be held in 2028; provided further, that each director shall hold office until their successor is duly elected and qualified, or until their earlier death, resignation, disqualification or removal.

SECTION 3    Vacancies. Subject to the rights of the holders of any series of preferred stock then outstanding, any newly created directorship on the Board of Directors that results from an increase in the number of directors or any vacancy occurring on the Board of Directors, however created, shall be filled only by resolution of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director (other than directors elected by the holders of any series of preferred stock then outstanding) and may not be filled in any other manner. In the event of any increase in the authorized number of directors, the Board of Directors shall assign the class to which a newly created directorship shall be allocated. A director appointed to fill a vacancy resulting from the death, resignation, disqualification or removal of a director or other cause shall hold office for the unexpired term of such director’s predecessor in office, and a director appointed to fill a newly created directorship shall hold office until the next election of the class for which such director shall have been assigned, and, in each case, until their successor is duly elected and qualified, or until their earlier death, resignation, disqualification or removal. In no case will a decrease in the authorized number of directors have the effect of removing or shortening the term of any incumbent director.

SECTION 4    Annual Meeting. The annual meeting of the Board of Directors for the purpose of electing officers and transacting all other business properly brought before it shall be held without notice at such time and at such place, if any, as shall be determined by the Board of Directors and publicized among all directors.

SECTION 5 Regular Meetings and Special Meetings. Regular meetings, other than the annual meeting, of the Board of Directors may be held without notice at such time and at such place, if any, as shall from time to time be determined by the Board of Directors and publicized among all directors.

Special meetings of the Board of Directors may be called by (i) the Chair of the Board of Directors, if any, (ii) the Chief Executive Officer or (iii) by the Secretary upon the written request of a majority of the directors then in office, and in each case shall be held at the place, if any, on the date and at the time as they shall fix. Any and all business may be transacted at a special meeting of the Board of Directors.

SECTION 6    Notice of Meetings. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by law or these Bylaws. Notice of each special meeting of the Board of Directors, and of each regular and annual meeting of the Board of Directors for which notice is required, shall be given by the Secretary as hereinafter provided in this Section 6 of ARTICLE THREE. Such notice shall state the date, time and place, if any, of the meeting. Notice of any special meeting, and of any regular or annual meeting for which notice is required, shall be given to each director at least (a) 24 hours before the meeting if by telephone or by being personally delivered or sent by overnight courier, telecopy, electronic transmission, email or similar means or (b) five days before the meeting if delivered by mail to the director’s residence or usual place of business. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid, or when transmitted if sent by telex, telecopy, electronic transmission, email or similar means. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 7    Waiver of Notice. Whenever notice is required to be given under the Certificate of Incorporation or these Bylaws, a written waiver, signed by a member of the Board of Directors or a committee entitled to notice, or a waiver by electronic transmission given thereby, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors or a committee thereof need be specified in any waiver of notice of such meeting. Any member of the Board of Directors or any committee thereof who is present at a meeting shall have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and does not further participate in the meeting.

SECTION 8 Chair of the Board of Directors, Quorum, Required Vote and Adjournment. The Board of Directors may elect, by the affirmative vote of a majority of the directors then in office, a Chair of the Board of Directors. The Chair of the Board of Directors must be a director. Unless expressly designated as such by the Board of Directors, the Chair of the Board of Directors shall not be deemed to be an officer of the Corporation. Subject to the provisions of these Bylaws and the direction of the Board of Directors, the Chair of the Board of Directors shall perform all duties and have all powers which are commonly incident to the position of Chair of the Board of Directors, preside at all meetings of the Board of Directors at which they are present and have such powers and perform such duties as may from time to time be prescribed by the Board of Directors or these Bylaws. If the Chair of the Board of Directors is not present at a meeting of the Board of Directors, the Chief Executive Officer (if the Chief Executive Officer is a director and is also not the Chair of the Board of Directors) shall preside at such meeting, and, if the Chief Executive Officer is not present at such meeting, a majority of the directors present at such meeting shall elect one of the directors present at the meeting to so preside. At all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business; provided, however, that a quorum shall never be less than one-third of the total number of directors.

Unless by express provision of an applicable law, the Certificate of Incorporation or these Bylaws a different vote is required, the vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may, to the fullest extent permitted by law, adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 9    Committees.

(a)    The Board of Directors may designate one or more committees, including an executive committee and any committees required by the rules and regulations of such exchange as any securities of the Corporation are listed, consisting of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except to the extent restricted by applicable law or the Certificate of Incorporation, each such committee, to the extent provided by the DGCL and in the resolution creating it, shall have and may exercise all the powers and authority of the Board of Directors, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each such committee shall serve at the pleasure of the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors upon request.

(b)    Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. All matters shall be determined by a majority vote of the members present at a meeting at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member of such committee is or are absent or disqualified, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

SECTION 10    Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 11    Compensation. The Board of Directors shall have the authority to fix the compensation, including fees, reimbursement of expenses and equity compensation, of directors for services to the Corporation in any capacity, including for attendance of meetings of the Board of Directors or participation on any committees. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 12    Reliance on Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall, in the performance of such member’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SECTION 13    Telephonic and Other Meetings. Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

SECTION 1    Election; Term of Office; Appointments. The elected officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chief Executive Officer, a Chief Financial Officer, one or more Executive Vice Presidents, a Treasurer, a Secretary, one or more Assistant Secretaries and such other officers as the Board of Directors from time to time may deem proper. All elected officers shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this ARTICLE FOUR. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof. In addition, the Chair of the Board of Directors or the Chief Executive Officer may appoint such other officers and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Board of Directors or such committee or by the Chair of the Board of Directors or the Chief Executive Officer, as the case may be. Elected officers of the Corporation shall hold office until their successors are elected and qualified or until their earlier death, resignation or removal. Two (2) or more offices may be held by the same person.

SECTION 2 Removal and Resignation. Any officer of the Corporation may be removed from office with or without cause at any time by the Board of Directors, by a duly authorized committee thereof or, to the extent appointed by such person and unless otherwise provided by resolution of the Board of Directors, by the Chair of the Board of Directors or by the Chief Executive Officer. Any officer may resign at any time upon written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice.

Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective.

SECTION 3    Vacancies. Any vacancy in any elected office because of death, resignation, removal or otherwise may be filled by the Board of Directors. A vacancy in any other office may be filled by the Chair of the Board of Directors or the Chief Executive Officer.

SECTION 4    Chief Executive Officer. The Chief Executive Officer shall have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall have the power to execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by applicable law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors or the Chief Executive Officer. The Chief Executive Officer shall have such authority and perform such duties in the management of the Corporation as from time to time shall be prescribed by the Board of Directors and, to the extent not so prescribed, the Chief Executive Officer shall have such authority and perform such duties in the management of the Corporation, subject to the control of the Board of Directors, as generally pertain to the office of Chief Executive Officer, respectively.

SECTION 5    Chief Financial Officer. The Chief Financial Officer shall be responsible for the overall management of the financial affairs of the Corporation. The Chief Financial Officer shall render a statement of the Corporation’s financial condition and an account of all transactions whenever requested by the Board of Directors, by the Chair of the Board of Directors or by the Chief Executive Officer. The Chief Financial Officer shall perform such other duties as may be prescribed by these Bylaws or as may be assigned to them by the Board of Directors, by the Chair of the Board of Directors or by the Chief Executive Officer, and, except as otherwise prescribed by the Board of Directors, they shall have such powers and duties as generally pertain to the office of Chief Financial Officer.

SECTION 6    Executive Vice Presidents. Executive Vice Presidents shall perform such duties as from time to time shall be prescribed by these Bylaws, by the Board of Directors, by the Chair of the Board of Directors or by the Chief Executive Officer, and, except as otherwise prescribed by the Board of Directors, they shall have such powers and duties as generally pertain to such office.

SECTION 7 Secretary and Assistant Secretaries. The Secretary or person appointed as secretary at all meetings of the Board of Directors and of the stockholders shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and they shall perform like duties for the committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, if required. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer’s signature.

The Secretary shall see that all books and records pertaining to meetings and proceedings of the Board of Directors (and any committee thereof) and of the stockholders required by applicable law to be kept or filed are properly kept or filed, as the case may be. The Secretary shall perform such other duties as may be prescribed by these Bylaws or as may be assigned to them by the Board of Directors, Chair of the Board of Directors or the Chief Executive Officer, and, except as otherwise prescribed by the Board of Directors, they shall have such powers and duties as generally pertain to the office of Secretary. The Assistant Secretary, or if there be more than one, any of the Assistant Secretaries, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chair of the Board of Directors, the Chief Executive Officer or Secretary may, from time to time, prescribe.

SECTION 8    Treasurer. The Treasurer shall have responsibility for the Corporation’s funds and securities. They shall perform such other duties as may be prescribed by these Bylaws or as may be assigned to them by the Chair of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer or the Board of Directors, and, except as otherwise prescribed by the Board of Directors, they shall have such powers and duties as generally pertain to the office of Treasurer.

SECTION 1    Uncertificated Shares. Unless otherwise provided by resolution of the Board of Directors, each class or series of shares of the Corporation’s capital stock shall be issued in uncertificated form.

SECTION 2    Form of Certificates. If shares are represented by certificates, the certificates shall be in such form as required by applicable law and as determined by the Board of Directors. Each such certificate shall represent the number of shares registered in certificate form and shall be signed by or in the name of the Corporation by two authorized officers of the Corporation. Any or all signatures on any such certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer, transfer agent or registrar of the Corporation whether because of death, resignation or otherwise before such certificate or certificates have been issued by the Corporation, such certificate or certificates may nevertheless be issued as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer, transfer agent or registrar of the Corporation at the date of issue. All certificates for shares shall be consecutively numbered or otherwise identified.

SECTION 3 Transfer. The Board of Directors may appoint a transfer agent or registrar, or both, for any class or series of securities of the Corporation. The Corporation, or its designated transfer agent or other agent, shall keep a book or set of books to be known as the stock transfer books of the Corporation, containing the name of each holder of record, together with such holder’s address and the number and class or series of shares held by such holder and the date of issue.

When shares are represented by certificates, such shares shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation or its designated transfer agent or other agent of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require and accompanied by all necessary stock transfer stamps. When shares are in uncertificated form, such shares shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, with such evidence of the authenticity of such transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps, and within a reasonable time after the issuance or transfer of such shares, the Corporation shall, if required by applicable law, send the holder to whom such shares have been issued or transferred a written statement of the information required by applicable law. Unless otherwise provided by applicable law, the Certificate of Incorporation, the Bylaws or any other instrument, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

SECTION 4    Lost Certificates. The Corporation may issue or direct a new certificate or certificates or uncertificated shares to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the owner of the lost, stolen or destroyed certificate. When authorizing such issue of a new certificate or certificates or uncertificated shares, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or their legal representative, to give the Corporation a bond in such sum as it may direct, sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

SECTION 5    Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, except as otherwise required by applicable law. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by applicable law.

SECTION 6 Fixing a Record Date for Purposes Other than Stockholder Meetings or Action by Written Consent. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action (other than stockholder meetings and stockholder action by written consent, which are expressly governed by Section 12 of ARTICLE TWO and Section 13 of ARTICLE TWO hereof, respectively), the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the Close of Business (as defined in Section 11 of ARTICLE TWO) on the day on which the Board of Directors adopts the resolution relating thereto.

SECTION 1    Dividends. Subject to and in accordance with applicable law, the Certificate of Incorporation and any certificate of designation relating to any series of preferred stock, dividends upon the shares of capital stock of the Corporation may be declared and paid by the Board of Directors, in accordance with applicable law. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock, subject to the provisions of applicable law and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends a reserve or reserves for any proper purpose. The Board of Directors may modify or abolish any such reserves in the manner in which they were created.

SECTION 2    Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

SECTION 3    Contracts. In addition to the powers otherwise granted to officers pursuant to ARTICLE FOUR hereof, the Board of Directors may authorize any officer or officers, or any agent or agents, in the name and on behalf of the Corporation to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 4    Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SECTION 5    Corporate Seal. The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Notwithstanding the foregoing, no seal shall be required by virtue of this Section 5 of ARTICLE SIX.

SECTION 6    Voting Securities Owned By Corporation. Voting securities or interests in any other corporation or entity owned or held by the Corporation may be voted by the Chair of the Board of Directors, Chief Executive Officer or the Chief Financial Officer, unless the Board of Directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote such securities or interests shall have the power to appoint proxies, with general power of substitution.

SECTION 7    Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws and subject to applicable law, facsimile and any other forms of electronic signatures of any officer or officers of the Corporation may be used.

SECTION 8    Section Headings. Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

SECTION 9    Inconsistent Provisions. In the event that any provision (or part thereof) of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL or any other applicable law, the provision (or part thereof) of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

SECTION 1 Right to Indemnification and Advancement. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that they are or were a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”) and any other penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer of the Corporation or a director, officer, partner, member trustee, administrator, employee or agent of another corporation, as applicable, and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this ARTICLE SEVEN with respect to proceedings to enforce rights to indemnification and advance of expenses (as defined below), the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized in the specific case by the Board of Directors. In addition to the right to indemnification conferred herein, an indemnitee shall also have the right, to the fullest extent not prohibited by law, to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (an “advance of expenses”); provided, however, that an advance of expenses shall be made only upon delivery to the Corporation of an undertaking (an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 1 of ARTICLE SEVEN or otherwise.

The rights to indemnification and advance of expenses conferred in this Section 1 of ARTICLE SEVEN shall be contract rights. The Corporation may also, by action of its Board of Directors, provide indemnification and advancement to employees and agents of the Corporation. Any reference to an officer of the Corporation in this ARTICLE SEVEN shall be deemed to refer exclusively to the elected officers who are elected by the Board of Directors pursuant to the first sentence of Section 1 of ARTICLE FOUR.

SECTION 2    Procedure for Indemnification. Any claim for indemnification or advance of expenses by an indemnitee under this Section 2 of ARTICLE SEVEN shall be made promptly, and in any event within 45 days (or, in the case of an advance of expenses, 20 days; provided that the director or officer has delivered the undertaking contemplated by Section 1 of this ARTICLE SEVEN), upon the written request of the indemnitee. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 45 days (or, in the case of an advance of expenses, 20 days; provided that the indemnitee has delivered the undertaking contemplated by Section 1 of this ARTICLE SEVEN), the right to indemnification or advances as granted by this ARTICLE SEVEN shall be enforceable by the indemnitee in the Delaware Court of Chancery. Such person’s costs and expenses incurred in connection with successfully establishing their right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation to the fullest extent permitted by applicable law. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this ARTICLE SEVEN has been tendered to the Corporation) that the claimant has not met the applicable standard of conduct which makes it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proof shall be on the Corporation to the fullest extent permitted by law. Neither the failure of the Corporation (including its Board of Directors, a committee thereof, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because they have met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 3    Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, member, trustee, administrator, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise against any expense, liability or loss asserted against them and incurred by them in any such capacity, or arising out of their status as such, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the DGCL.

SECTION 4    Reliance. Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain, at the request of the Corporation, a director, officer, partner, member, trustee, administrator, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this ARTICLE SEVEN in entering into or continuing such service. To the fullest extent permitted by law, the rights to indemnification and to the advance of expenses conferred in this ARTICLE SEVEN shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof. Any amendment, alteration or repeal of this ARTICLE SEVEN that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

SECTION 5    Non-Exclusivity of Rights; Continuation of Rights of Indemnification. The rights to indemnification and to the advance of expenses conferred in this ARTICLE SEVEN shall not be exclusive of any other right which any person may have or hereafter acquire under the Certificate of Incorporation or under any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise. All rights to indemnification under this ARTICLE SEVEN shall be deemed to be a contract between the Corporation and each director or officer of the Corporation who serves or served in such capacity at any time while this ARTICLE SEVEN is in effect. Any repeal or modification of this ARTICLE SEVEN or repeal or modification of relevant provisions of the DGCL or any other applicable laws shall not in any way diminish any rights to indemnification and advancement of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such repeal or modification.

SECTION 6    Savings Clause. To the fullest extent permitted by law, if this ARTICLE SEVEN or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and advance expenses to each person entitled to indemnification under Section 1 of this ARTICLE SEVEN as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties and any other penalties and amounts paid or to be paid in settlement) actually and reasonably incurred or suffered by such person and for which indemnification and advancement of expenses is available to such person pursuant to this ARTICLE SEVEN to the fullest extent permitted by any applicable portion of this ARTICLE SEVEN that shall not have been invalidated.

These Bylaws may be amended, altered, changed or repealed or new Bylaws adopted only in accordance with Section 1 of ARTICLE NINE of the Certificate of Incorporation.

and

Exhibit B    Step Plan

Exhibit A Form of Registration Rights Agreement 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.

WHEREAS, in furtherance of the foregoing, the board of directors of Medtronic Parent has determined that it is desirable and appropriate to effect the transactions constituting the Separation to transfer certain assets and liabilities to SplitCo, a wholly owned Subsidiary of Medtronic Parent, on the terms and conditions set forth in this Agreement;

WHEREAS, to effect the Separation, certain members of the Medtronic Group shall contribute, convey, transfer, assign and deliver to members of the SplitCo Group, and members of the SplitCo Group shall accept and assume from members of the Medtronic Group, all of the right, title and interest of the members of the Medtronic Group in, to and under certain of the Assets and Liabilities relating to the SplitCo Business, in each case on the terms and subject to the conditions of this Agreement;

WHEREAS, in accordance with the Step Plan, following the execution of this Agreement and prior to the Initial Public Offering, among other things, Medtronic, Inc., a Delaware corporation (“Internal Distributing”) shall contribute certain SplitCo Assets (including all of the stock of Medtronic MiniMed, Inc.) to Kangaroo US HoldCo, Inc., a Delaware corporation (“Internal Controlled”) in consideration for (a) constructive issuance of stock of Internal Controlled and (b) an amount of Cash to be determined in accordance with Section 4.03 and Schedule X (the “Medtronic, Inc. Contribution”);

WHEREAS, in accordance with the Step Plan, following the Medtronic, Inc. Contribution, Internal Distributing shall distribute all of the stock of Internal Controlled to Medtronic Holding Inc., a Minnesota corporation (the “Internal Distribution”);

WHEREAS, for U.S. federal income tax purposes, the Medtronic, Inc. Contribution and the Internal Distribution, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) and Section 355 of the United States Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, following the consummation of the SplitCo Merger, SplitCo Parent will be the successor to Initial SplitCo Party and will continue as “SplitCo” for all purposes of this Agreement, with all of the accompanying rights and obligations;

WHEREAS, following the Initial Public Offering, Medtronic Parent intends to transfer at least 80.1% of the shares of SplitCo Common Stock to shareholders of Medtronic Parent by means of a divestment by Medtronic Parent to its shareholders of shares of SplitCo Common Stock, an offer to shareholders of Medtronic Parent to exchange shares of Medtronic Parent Ordinary Shares for shares of SplitCo Common Stock, or any combination thereof (the “Divestment”), it being understood that Medtronic Parent, in its sole discretion (as further described in Section 5.02 of this Agreement), may choose not to implement the Divestment or to effect a disposition of shares of SplitCo Common Stock pursuant to one or more public or private offerings or other similar transactions, or transfer, exchange or otherwise dispose of shares of SplitCo Common Stock in one or more transactions (including in connection with any debt-for-equity exchange or a subsequent divestment or exchange offer of SplitCo Common Stock) (the “Other Disposition”) instead of the Divestment.

WHEREAS, for U.S. federal income tax purposes, the Divestment, if effected, is intended to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355 of the Code;

WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and the Initial Public Offering and describe certain other agreements that will govern certain matters relating to the Separation, the Initial Public Offering and the Divestment or the Other Disposition, as applicable, and the relationship of Medtronic Parent, Medtronic, SplitCo and their respective Subsidiaries following the Separation.

Article I

Definitions

SECTION 1.01. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

“Action” means any claim, charge, demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any Federal, state, local, foreign or international arbitration or mediation tribunal.

“Actual Payor” has the meaning set forth in Section 11.08(b).

“Adversarial Action” means (a) an Action by a member of the Medtronic Group, on the one hand, against a member of the SplitCo Group, on the other hand, or (b) an Action by a member of the SplitCo Group, on the one hand, against a member of the Medtronic Group, on the other hand.

“Affiliate” of any Person means a Person that controls, is controlled by or is under common control with such Person. As used herein, “control” of any entity means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether through ownership of voting securities or other interests, by Contract or otherwise; provided, however, that for purposes of this Agreement, (a) SplitCo and the other members of the SplitCo Group shall not be considered Affiliates of Medtronic or any of the other members of the Medtronic Group and (b) Medtronic and the other members of the Medtronic Group shall not be considered Affiliates of SplitCo or any of the other members of the SplitCo Group.

“Agreement” means this Separation Agreement, including the Schedules hereto.

“Ancillary Agreements” means the TSA, the TMA, the EMA, the IP Agreements, the Transitional Trademark Cross-License Agreement, the Trademark Co-Existence Agreement, the Supply Agreement, Net Economic Benefit Agreement, Undisclosed Agency Agreement, and any Conveyancing and Assumption Instruments or other agreements executed by a member of the Medtronic Group, on the one hand, and a member of the SplitCo Group, on the other hand, in connection with the implementation of the transactions contemplated by this Agreement.

“Annual Upfront Claims Payment” has the meaning set forth in Section 8.02(c).

“Assets” means all assets, properties and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible or intangible, or accrued or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person, including the following:

(a)    all Information in tangible form, and all accounting and other books, records and files, whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape, electronic recording or any other form;

(b)    all apparatus, computers and other electronic data processing equipment, fixtures, machinery, furniture, office and other equipment, including hardware systems, circuits and other computer and telecommunication assets and equipment, automobiles, trucks, aircraft, rolling stock, vessels, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(c)    all inventories of materials, parts, raw materials, supplies, work-in-process and finished goods and products;

(d)    all interests in real property of whatever nature, including buildings, land, structures, improvements, parking lots and fixtures thereon, and all easements and rights-of-way appurtenant thereto, and all leasehold interests, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise;

(e)    all interests in any capital stock or other equity interests of any Subsidiary or any other Person; all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person; all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person; all other investments in securities of any Subsidiary or any other Person; and all rights as a partner, joint venturer or participant;

(f)    all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other Contracts and all rights arising thereunder;

(g)    all deposits, letters of credit, performance bonds and other surety bonds;

(h)    all prepaid expenses, trade accounts and other accounts and notes receivable (whether current or non-current);

(i)    all Intellectual Property;

(j)    all claims or rights against any Person arising from the ownership of any other Asset, all rights in connection with any bids or offers, all Actions, judgments or similar rights, all rights under express or implied warranties, all rights of recovery and all rights of setoff of any kind and demands of any nature, in each case whether accrued or contingent, whether in tort, contract or otherwise and whether arising by way of counterclaim or otherwise;

(k)    all rights under insurance policies and all rights in the nature of insurance, indemnification or contribution;

(l)    all Permits and all pending applications therefor;

(m)    Cash, bank accounts, lock boxes and other deposit arrangements;

(n)    interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements; and

(o)    all goodwill as a going concern.

“Business Day” means any day, other than a Saturday or a Sunday or a day on which banking institutions are authorized or required by Law to be closed in Dublin, Ireland or New York, New York.

“Calculation Factors” has the meaning set forth in Section 4.03(e).

“Cash” means cash, cash equivalents, bank deposits and marketable securities, whether denominated in United States dollars or otherwise.

“Cash Management Arrangements” shall mean all cash management arrangements pursuant to which any member of the Medtronic Group automatically or manually sweep cash from, or automatically or manually transfer cash to, accounts of any member of the SplitCo Group.

“Commission” means the U.S. Securities and Exchange Commission.

“Consents” means any consents, waivers or approvals from, or notification or filing requirements to, any Person other than a member of either Group.

“Conveyancing and Assumption Instruments” means, collectively, the various Contracts heretofore entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by this Agreement and the Step Plan, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement in such form or forms as are consistent with the requirements of Section 2.06.

“Cost of Capital” means, as of any date, Medtronic Parent’s weighted average cost of capital as published by Bloomberg L.P. (or any successor thereto) on such date (or if such date is not a Business Day, on the immediately preceding Business Day); provided that if such rate is not available from Bloomberg L.P. on such date, the Cost of Capital shall be determined by Medtronic Parent in its reasonable discretion using the Capital Asset Pricing Model (CAPM) or similar methodologies for its cost of equity and market-based, forward-looking estimates of the Medtronic Parent’s cost of borrowing for the cost of debt.

“Credit Support Instruments” has the meaning set forth in Section 3.01(a).

“D&O Indemnification Liabilities” means all Liabilities of any member of the Medtronic Group or the SplitCo Group in respect of obligations to indemnify or advance expenses to any Persons who at any time prior to the Separation Closing have been directors or officers of any such member (in each case, in their capacities as such) for any Liabilities arising out of alleged wrongful acts or occurrences before the Separation Closing, in each case under (a) the certificate of incorporation, bylaws or similar organizational documents of the applicable member in effect on the date on which the act or occurrence giving rise to such obligation occurred or (b) any Contract in effect prior to the Separation Closing; provided, however, that to the extent the Medtronic Group and the SplitCo Group are covered during the period between the Separation Closing and the Divestment Date under D&O Insurance Policies that cover both the Medtronic Group and the SplitCo Group in the same policy, the term “Separation Closing” shall be deleted and replaced with the term “Divestment Date” wherever “Separation Closing” appears prior to this proviso in this definition.

“D&O Insurance Policies” has the meaning set forth in Section 8.09(a).

“Deferred Market” has the meaning set forth in Section 2.07(a).

“Deferred SplitCo Local Business” has the meaning set forth in Section 2.07(a).

“Dispute” has the meaning set forth in Section 11.02(b).

“Divestment Date” means the date of the Divestment or if no Divestment has occurred, the date that Medtronic Parent ceases to control (as defined in the definition of “Affiliate” herein) SplitCo.

“EMA” means the Employee Matters Agreement dated as of the date of this Agreement by and between Medtronic and SplitCo.

“Environmental Law” means all Laws relating to pollution, protection, preservation or cleanup of the environment or natural resources, human health and safety, or the disposal, generation, handling, labeling, management, manufacture, registration, storage, transportation, treatment, use or Release of, or exposure to, Hazardous Substances.

“Environmental Liability” means any Liability (including fines, penalties, losses and costs) arising under or pursuant to Environmental Law or relating to Hazardous Substances, including those arising or resulting from (a) any violation of, or actual or alleged noncompliance with an Environmental Law, Environmental Permit or Environmental Order, (b) the Release of or exposure to Hazardous Substances, (c) the treatment, storage, disposal or arrangement for disposal of any Hazardous Substance and (d) any Remedial Action or Third-Party Claim under Environmental Law relating to the foregoing.

“Environmental Order” shall mean any written order, demand, directive, consent order, binding agreement or promise of compliance issued or entered into by or with any Governmental Authority under or in relation to any Environmental Law or in relation to any Hazardous Substances.

“Environmental Permit” shall mean any Permit obtained or required under any Environmental Law.

“Exchange” means the Nasdaq Stock Market.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

“Financial Statements” has the meaning set forth in Section 7.05(a)(iv).

“First Post-Divestment Report” has the meaning set forth in Section 11.07.

“GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

“Governmental Approvals” means any notices, reports or other filings to be given to or made with, or any Consents to be obtained from, any Governmental Authority.

“Greenshoe Amount” has the meaning set forth in Section 4.03(e).

“Hazardous Substances” means any pollutant, contaminant, chemical, or any toxic, industrial, solid, radioactive or hazardous agent, material, substance or waste, including all agents, materials, substances or wastes for which liability or standards of care or a requirement for investigation or remediation are imposed under, or that are otherwise subject to, Environmental Law, and including petroleum and petroleum products and derivatives, radioactive materials or wastes, asbestos, polychlorinated biphenyls and per-polyfluoroalkyl and poly-fluorinated substances.

“Indemnifying Party” has the meaning set forth in Section 6.04.

“Indemnitee” has the meaning set forth in Section 6.04.

“Indemnity Payment” has the meaning set forth in Section 6.04.

“Information” means information, whether or not patentable, copyrightable or protectable as a trade secret, in written, oral, electronic or other tangible or intangible forms, stored in any medium now known or yet to be created, including studies, reports, records, books, Contracts, instruments, surveys, analyses, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other Software, marketing plans, customer names, communications, memos and other materials (including, for the avoidance of doubt, any of the foregoing that are subject to or may be subject to attorney-client privilege, attorney work product doctrine, common-interest or joint-defense protections, or any other legal privilege or protection, whether or not an attorney is a sender, recipient or participant in the communication or material, which in each case, shall be subject to Section 7.08) and other technical, financial, employee or business information or data, documents, correspondence, materials and files, in each case excluding any Intellectual Property therein.

“Initial Public Offering” means the initial public offering of the SplitCo Common Stock.

“Initial SplitCo Party” has the meaning set forth in the Preamble to this Agreement.

“Insurance Proceeds” means those monies:

(a)    received by an insured (or its successor-in-interest) from an Insurer;

(b)    paid by an Insurer on behalf of an insured (or its successor-in-interest); or

(c)    received (including by way of setoff) from any third party in the nature of insurance, contribution or indemnification in respect of any Liability;

in any such case net of any applicable premium adjustments paid by any member of the Medtronic Group or the SplitCo Group (including retroactive or retrospectively rated premium adjustments), net of any costs or expenses incurred in the collection thereof and net of any Taxes resulting from the receipt thereof; provided, however, that to the extent any such monies are reimbursed (through retentions, deductibles or otherwise) to the applicable Insurer or other third party by any member of the Medtronic Group or the SplitCo Group (or their captive insurance companies), such monies shall not constitute Insurance Proceeds.

“Insurer” means the insuring entity issuing and/or subscribing to one or more Medtronic Insurance Policies, including, a member of the Medtronic Group, if applicable.

“Intellectual Property” means any and all common law or statutory rights anywhere in the world arising under or associated with the following, whether registered or unregistered: (a) patents, patent applications, statutory invention registrations, registered designs, utility models, and similar or equivalent rights in inventions and designs and all reissues, reexaminations, divisionals, continuations, and extensions of, and counterparts thereof, with respect to any of the foregoing (“Patents”), (b) trademarks, service marks, trade dress, trade names, logos and other designations of origin, and the goodwill associated therewith (“Trademarks”), (c) rights in domain names and uniform resource locators, social media identifiers and accounts, and other names and locators associated with Internet addresses and sites (“Domain Name”), (d) copyrights and any other equivalent rights in works of authorship (including databases as works of authorship) (“Copyrights”), (e) Trade Secrets, (f) rights in Software, and (g) other similar or equivalent intellectual property rights.

“Intended Tax Treatment” has the meaning set forth in the TMA.

“Intercompany Accounts” has the meaning set forth in Section 2.03(a).

“Intercompany Agreements” has the meaning set forth in Section 2.03(a).

“Internal Controlled” has the meaning set forth in the Recitals to this Agreement.

“Internal Distributing” has the meaning set forth in the Recitals to this Agreement.

“Internal Separation Closing” means the consummation of the Second Internal Contribution.

“Internal Separation Date” means the date on which the Internal Separation Closing occurs.

“Internal Transactions” means the transactions described on slides 16 through 229 of the Step Plan.

“IP Agreements” means the (a) MGH-MM Intellectual Property Cross License Agreement between Medtronic and Medtronic MiniMed, Inc. and (b) the MPLC-MHSS Intellectual Property Cross License Agreement between Medtronic Parent and MiniMed Holdings Switzerland Sarl.

“IP Documentation” means all Intellectual Property prosecution files, registration certificates, litigation files, and related opinions of counsel and correspondence relating thereto.

“IPO Registration Statement” means the registration statement on Form S-1 filed under the Securities Act (No. 333-292284) pursuant to which the offering of SplitCo Common Stock to be sold by SplitCo in the Initial Public Offering will be registered, as amended from time to time.

“Law” means any statute, law, regulation, ordinance, rule, judgment, rule of common law, order, decree, directive, Tax treaty, requirement or other governmental restriction or any similar binding and enforceable form of decision of, or determination by, or agreement with, or any interpretation or administration of any of the foregoing by, any Governmental Authority, whether now or hereinafter in effect and, in each case, as amended.

“Liabilities” means any and all claims, debts, demands, actions, causes of action, suits, damages, obligations, accruals, accounts payable, deferred revenue or other liability, reckonings, bonds, indemnities and similar obligations, agreements, promises, guarantees, make-whole agreements and similar obligations, and other liabilities and requirements, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any Law, Action, threatened or contemplated Action or any award of any arbitrator or mediator of any kind, and those arising under any Contract, commitment or undertaking, including those arising under this Agreement, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. For the avoidance of doubt, Liabilities shall include attorneys’ and consultants’ fees, the costs and expenses of all assessments, judgments, settlements and compromises, and any and all other costs and expenses whatsoever reasonably incurred in connection with anything contemplated by the preceding sentence (including costs and expenses incurred in investigating, preparing for or defending against any Actions or threatened or contemplated Actions).

“Material Unsettled Intercompany Accounts” has the meaning set forth in Section 2.03(b).

“Maximum Greenshoe Amount” has the meaning set forth in Section 4.03(b).

“Mediation Notice” has the meaning set forth in Section 11.02(c).

“Mediation Period” has the meaning set forth in Section 11.02(c).

“Mediation Process” has the meaning set forth in Section 11.02(c).

“Medtronic, Inc. Contribution” has the meaning set forth in the Recitals to this Agreement.

“Medtronic Actions” has the meaning set forth in Section 6.12(b).

“Medtronic Assets” means the following Assets:

(a)    all Assets held by the Medtronic Group (other than Intellectual Property);

(b)    all Medtronic Intellectual Property and any IP Documentation related thereto;

(c)    all interests in the capital stock of, or other equity interests in, the members of the Medtronic Group (other than Medtronic) and all other equity, partnership, membership, joint venture and similar interests in any other Person (other than the members of the SplitCo Group and the SplitCo Group Entities);

(d)    the Medtronic Retained Assets;

(e)    the rights related to the Medtronic Portion of any Shared Contract;

(f)    all other Assets that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be assigned to or retained by, or allocated to, any member of the Medtronic Group; and

(g)    to the extent not addressed in subsections (a)-(f) of this definition, all Assets held by a member of the SplitCo Group that are determined by Medtronic in good faith to be primarily related to or used or held for use primarily in connection with the business or operations of the Medtronic Business.

Notwithstanding the foregoing, except as set forth in Section 2.02, the Medtronic Assets as set forth in clauses (b)-(g) above shall not include (i) any Assets governed by the TMA, (ii) any Assets governed by the EMA, or (iii) any SplitCo Assets.

“Medtronic Auditors” has the meaning set forth in Section 7.05(a)(xi).

“Medtronic Credit Support Instruments” has the meaning set forth in Section 3.01(a).

“Medtronic Disclosure Sections” means all material set forth in, or incorporated by reference into, the IPO Registration Statement to the extent relating exclusively to (a) the Medtronic Group, (b) the Medtronic Business, (c) Medtronic’s intentions with respect to any Divestment or Other Disposition or (d) the terms of the Divestment or Other Disposition, including the form, structure and terms of any transaction(s) or offering(s) to effect the Divestment or Other Disposition and the timing of and conditions to the consummation of the Divestment or Other Disposition.

“Medtronic Environmental Liabilities” means (a) the Specified Medtronic Environmental Liabilities and (b) all Environmental Liabilities to the extent relating to, arising out of or resulting from (i) the operation or conduct of the Medtronic Business (other than the SplitCo Business) as conducted at any time prior to, on or after the Separation Closing, (ii) any Medtronic Real Property; (iii) any product of the Medtronic Business or (iv) any terminated, divested or discontinued businesses or operations of the Medtronic Business (including any real property formerly owned, leased or operated by such businesses or operations); provided, that, notwithstanding the foregoing, Medtronic Environmental Liabilities shall not include any Specified SplitCo Environmental Liabilities.

“Medtronic Group” means Medtronic Parent and each of its Subsidiaries, but excluding any member of the SplitCo Group and the SplitCo Group Entities.

“Medtronic Indemnitees” has the meaning set forth in Section 6.02.

“Medtronic Insurance Policies” means all insurance policies of Medtronic and the other members of the Medtronic Group, including (a) any policies issued, reinsured or reimbursed by any member of the Medtronic Group, including any wholly-owned captive insurance company, (b) any self-insurance programs, mechanisms or funding arrangements or similar program, mechanism or arrangement, including any deductibles, retentions or accruals for uninsured or self-insured risks or (c) any policies issued by a third-party insurer that is not a member of the Medtronic Group or the SplitCo Group.

“Medtronic Intellectual Property” means all Intellectual Property owned by any member of the Medtronic Group or the SplitCo Group as of immediately prior to the Separation Closing, other than the SplitCo Intellectual Property, including all rights to prosecute and perfect the foregoing through administrative prosecution, registration, recordation, or other proceeding, and all causes of action and rights to sue or seek other remedies arising from or relating to the foregoing, including for any past or ongoing infringement, misuse, or misappropriation.

“Medtronic Liabilities” means the following Liabilities:

(a)    all Liabilities to the extent relating to, arising out of or resulting from:

(i)    the operation or conduct of the Medtronic Business as conducted at any time prior to the Separation Closing (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority), which act or failure to act relates to the Medtronic Business);

(ii)    the operation or conduct of the Medtronic Business or any other business conducted by Medtronic or any other member of the Medtronic Group at any time after the Separation Closing (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority));

(iii)    any terminated, divested or discontinued businesses or operations of the Medtronic Business; or

(iv)    the Medtronic Assets;

(b)    the Medtronic Retained Liabilities;

(c)    any obligations related to the Medtronic Portion of any Shared Contract;

(d)    the Medtronic Environmental Liabilities;

(e)    any D&O Indemnification Liabilities; and

(f)    all other Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by, or allocated to, any member of the Medtronic Group.

Notwithstanding the foregoing, except as set forth in Section 2.02, the Medtronic Liabilities shall not include (w) any Liabilities governed by the TMA, (x) any Liabilities governed by the EMA or (y) any SplitCo Liabilities.

“Medtronic Parent” has the meaning set forth in the Recitals.

“Medtronic Parent Ordinary Shares” means the ordinary shares, $0.0001 par value per share, of Medtronic Parent.

“Medtronic Policy Pre-Separation Insurance Claims” means any Action, demand, claim (threatened or otherwise), notice of claim, incident, loss, event, condition or occurrence (whether existing before, on, or after the Separation Date) made against or reported directly to any member of the SplitCo Group or Medtronic Group (whether or not any formal proceeding is made by or before any Governmental Authority or any Federal, state, local, foreign or international arbitration or mediation tribunal), and reported to the applicable insurer(s) that arises from any event, act or omission occurring prior to the Separation Date and that is covered under a Medtronic Insurance Policy in effect prior to the Separation Date.

“Medtronic Portion” has the meaning set forth in Section 2.04.

“Medtronic Real Property” means any property or facility owned, operated or leased by Medtronic or any other member of the Medtronic Group.

“Medtronic Retained Assets” means the Assets to be retained by the Medtronic Group set forth on Schedule I.

“Medtronic Retained Liabilities” means the Liabilities set forth on Schedule II.

“MiniMed BV Note” that certain Promissory Note, dated as of the date hereof between MiniMed Holding B.V. and Internal Distributing with a face value of $900,000,000.

“MiniMed BV Note Remainder Amount” has the meaning set forth in Section 4.03(b).

“Mixed Actions” has the meaning set forth in Section 6.12(c).

“Negotiation Notice” has the meaning set forth in Section 11.02(b).

“Net Economic Benefit Agreement” means the Net Economic Benefit Agreement dated as of the date of this Agreement by and between Internal Distributing and Internal Controlled.

“Other Disposition” has the meaning set forth in the Recitals to this Agreement.

“Permit” means any approval, concession, grant, franchise, license, permit, certificate, exemption, registration, waiver or other authorization granted or issued by any Governmental Authority, including those required to conduct a clinical investigation, study or trial on one or more human subjects under applicable Law.

“Prospectus” means the prospectus or prospectuses included in any of the Registration Statements, as amended or supplemented by any prospectus supplement and by all other amendments and supplements to any such prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“Real Property Remedial Action” means any Remedial Action at any real property that is owned or leased by either Party on the Separation Date and at the time the Remedial Action is being conducted.

“Registration Rights Agreement” means the Registration Rights Agreement in substantially the form attached hereto as Exhibit A, to be entered into by and between Medtronic Parent and SplitCo.

“Registration Statements” means the IPO Registration Statement and any registration statement in connection with the Divestment or Other Disposition, including in each case the Prospectus related thereto, amendments and supplements to any such Registration Statement or Prospectus, including post-effective amendments, all exhibits thereto and all materials incorporated by reference in any such Registration Statement or Prospectus.

“Release” means any actual or threatened release, spill, emission, discharge, leaking, pumping, injection, dumping, deposit, disposal, dispersal, abandonment, leaching or migration into or through the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“Remedial Action” means all actions undertaken to clean up, remove, treat, respond to or otherwise address any presence or Release of a Hazardous Substance, prevent a Release or threat of Release, or minimize the further Release of any Hazardous Substance, including investigation, inspection, removal, cure, containment, monitoring, neutralization, treatment, clean-up or remediation activities, pre-remedial studies and investigations, and post-remedial monitoring and care.

“Reporting Period” has the meaning set forth in Section 7.05(a).

“Roll-Forward Amount” has the meaning set forth in Section 8.02(c).

“Second Internal Contribution” means the contribution of all of the stock of Internal Controlled to the Initial SplitCo Party, in accordance with the Step Plan.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Interest” means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer or other encumbrance of any nature whatsoever.

“Senior Negotiation” has the meaning set forth in Section 11.02(b).

“Separation” means (a) the Internal Transactions that are contemplated by the Step Plan to occur on or prior to the Separation Date, (b) any actions to be taken on or prior to the Separation Date pursuant to Article II and (c) any other transfers of Assets and assumptions of Liabilities, in each case, between a member of one Group and a member of the other Group, to occur on or prior to the Separation Date and provided for in this Agreement or in any Ancillary Agreement.

“Separation Closing” means the closing of the Separation and the Initial Public Offering on the Separation Date.

“Separation Date” has the meaning set forth in Section 4.03(a).

“Shared Contract” means any Contract of any member of either Group that relates in any material respect to both the Medtronic Business and the SplitCo Business, including the Contracts set forth on Schedule VIII-A; provided, that no Contract (or portion thereof) shall constitute a Shared Contract to the extent that (x) such Contract is listed on Schedule VIII-B or (y) the services provided thereunder are provided pursuant to the TSA; provided, further, that the Parties may, by mutual written consent, elect to include in, or exclude from, this definition any Contract.

“Software” means any and all (a) computer programs and applications, including software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work product used to design, plan, organize and develop any of the foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (e) all documentation, including user manuals and other training documentation relating to any of the foregoing; provided that in each case of (a)-(e), excluding any Intellectual Property therein.

“Specified Medtronic Environmental Liabilities” means the Environmental Liabilities set forth in Schedule XV(i).

“Specified SplitCo Environmental Liabilities” means the Environmental Liabilities set forth in Schedule XV(ii).

“SplitCo” shall mean the Initial SplitCo Party (prior to the SplitCo Merger) or SplitCo Parent (after the SplitCo Merger).

“SplitCo Actions” has the meaning set forth in Section 6.12(a).

“SplitCo Assets” means the following Assets:

(a)    all Assets held by the SplitCo Group (other than Intellectual Property);

(b)    all interests in the capital stock of, or other equity interests in, the members of the SplitCo Group (other than SplitCo) and all other equity, partnership, membership, joint venture and similar interests set forth on Schedule III under the captions “Joint Ventures” and “Minority Investments”;

(c)    all Assets (other than Intellectual Property) reflected on the SplitCo Business Balance Sheet, and all Assets (other than Intellectual Property) acquired after the date of the SplitCo Business Balance Sheet that, had they been acquired on or before such date and owned as of such date, would have been reflected on the SplitCo Business Balance Sheet if prepared in accordance with GAAP applied on a consistent basis, subject to any dispositions of such Assets subsequent to the date of the SplitCo Business Balance Sheet;

(d)    the Assets listed or described on Schedule IV;

(e)    the SplitCo Intellectual Property and any IP Documentation related exclusively thereto;

(f)    the rights related to the SplitCo Portion of any Shared Contract;

(g)    all other Assets that are expressly provided by this Agreement or any Ancillary Agreement as Assets to be assigned to or retained by, or allocated to, any member of the SplitCo Group; and

(h)    to the extent not addressed in subsections (a)-(g) of this definition, all Assets (other than Intellectual Property or IP Documentation) held by a member of the Medtronic Group that are determined by Medtronic in good faith to be primarily related to or used or held for use primarily in connection with the business or operations of the SplitCo Business (unless otherwise expressly provided in this Agreement).

Notwithstanding the foregoing, except as set forth in Section 2.02, the SplitCo Assets shall not include (i) any Medtronic Retained Assets, (ii) any Medtronic Intellectual Property, (iii) any Assets governed by the TMA, (iv) any Assets governed by the EMA, (v) the rights related to the Medtronic Portion of Shared Contracts, (vi) any Assets that are determined by Medtronic in good faith to be primarily related to or used or held for use primarily in connection with the business or operations of the Medtronic Business (unless otherwise listed or described on Schedule IV), (vii) any equity, partnership, membership, joint venture or similar interests in any Person other than as contemplated by clause (b) of this definition or (viii) any insurance policies or programs of the Medtronic Group.

“SplitCo Auditors” has the meaning set forth in Section 7.05(a)(x).

“SplitCo Business” means the business and operations constituting Medtronic’s Diabetes operating unit (as further described in the IPO Registration Statement), including the brands and product lines (i) sold by such segment as of or prior to the Separation Date or (ii) otherwise set forth on Schedule V. Notwithstanding the foregoing, the brands and product lines of all Medtronic operating units and businesses other than the Diabetes operating unit shall be deemed part of the Medtronic Business, and not part of the SplitCo Business.

“SplitCo Business Balance Sheet” means the combined balance sheet of the SplitCo Business, including the notes thereto, as of the most recent fiscal period for which financial statements are included in the IPO Registration Statement (or, as of such date that is otherwise agreed in writing by Medtronic and SplitCo).

“SplitCo Common Stock” means the common stock, $0.01 par value per share, of SplitCo Parent.

“SplitCo Copyrights” means unregistered Copyrights that are owned by any member of the Medtronic Group or the SplitCo Group as of immediately prior to the Separation Closing and that are exclusively used in or related to the SplitCo Business.

“SplitCo Credit Support Instruments” has the meaning set forth in Section 3.02(a).

“SplitCo Domain Names” means the Domain Names listed on Schedule XVII.

“SplitCo Environmental Liabilities” means (a) the Specified SplitCo Environmental Liabilities and (b) all Environmental Liabilities to the extent relating to, arising out of or resulting from (i) the operation or conduct of the SplitCo Business as conducted at any time prior to, on or after the Separation Closing, (ii) any SplitCo Real Property; (iii) any product of the SplitCo Business or (iv) any terminated, divested or discontinued businesses or operations of the SplitCo Business (including any real property formerly owned, leased or operated by such businesses or operations); provided, that, notwithstanding the foregoing, SplitCo Environmental Liabilities shall not include any Specified Medtronic Environmental Liabilities.

“SplitCo Financing Arrangements” means the debt financing arrangements to be entered into and consummated by members of the SplitCo Group at or prior to the Separation Closing.

“SplitCo Group” means (a) SplitCo Parent, (b) each Person that will be a Subsidiary of SplitCo Parent immediately after the Separation Closing, including the entities set forth on Schedule III under the caption “Subsidiaries”, (c) SplitCo and (d) each Person that becomes a Subsidiary of SplitCo Parent after the Separation Date, including in each case any Person that is merged or consolidated with or into SplitCo Parent or any Subsidiary of SplitCo, including as part of the Internal Transactions.

“SplitCo Group Entities” means the entities, the equity, partnership, membership, joint venture or similar interests of which are set forth on Schedule III under the captions “Joint Ventures” and “Minority Investments”.

“SplitCo IDs” means the invention disclosures listed or described on Schedule XVII.

“SplitCo Indemnitees” has the meaning set forth in Section 6.03.

“SplitCo Intellectual Property” means (a) the SplitCo Patents, (b) the SplitCo Copyrights, (c) the SplitCo Domain Names, (d) the SplitCo Trade Secrets, (e) the SplitCo Trademarks, (f) the SplitCo IDs, (g) all other Intellectual Property (other than Patents) owned by any member of the Medtronic Group or the SplitCo Group as of immediately prior to the Separation Closing that are exclusively used in or related to the SplitCo Business (including such SplitCo Domain Names and SplitCo Trademarks listed on Schedule XVII, respectively), and (h) including in each case of the foregoing (a)-(g), all rights to prosecute and perfect the foregoing through administrative prosecution, registration, recordation, or other proceeding, and all causes of action and rights to sue or seek other remedies arising from or relating to the foregoing, including for any past or ongoing infringement, misuse, or misappropriation.

“SplitCo Liabilities” means the following Liabilities:

(a)    all Liabilities of the SplitCo Group and the SplitCo Group Entities;

(b)    all Liabilities to the extent relating to, arising out of or resulting from:

(i)    the operation or conduct of the SplitCo Business as conducted at any time prior to the Separation Closing (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority), which act or failure to act relates to the SplitCo Business);

(ii)    the operation or conduct of the SplitCo Business or any other business conducted by SplitCo or any other member of the SplitCo Group at any time after the Separation Closing (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority));

(iii)    any terminated, divested or discontinued businesses or operations of the SplitCo Business;

(iv)    the SplitCo Assets;

(c) all Liabilities reflected as liabilities or obligations on the SplitCo Business Balance Sheet, and all Liabilities arising or assumed after the date of the SplitCo Business Balance Sheet that, had they arisen or been assumed on or before such date and been existing obligations as of such date, would have been reflected on the SplitCo Business Balance Sheet if prepared in accordance with GAAP applied on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the SplitCo Business Balance Sheet;

(d)    the Liabilities listed or described on Schedule VII;

(e)    any obligations related to the SplitCo Portion of any Shared Contract;

(f)    the SplitCo Environmental Liabilities;

(g)    all other Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by, or allocated to, any member of the SplitCo Group; and

(h)    all Liabilities to the extent relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in, or incorporated by reference into, the IPO Registration Statement and any other documents filed with the Commission in connection with the Initial Public Offering or as contemplated by this Agreement, other than with respect to the Medtronic Disclosure Sections.

Notwithstanding the foregoing, except as set forth in Section 2.02, the SplitCo Liabilities shall not include (i) any Medtronic Retained Liabilities, (ii) any Liabilities governed by the TMA, (iii) any Liabilities governed by the EMA, (iv) any obligations related to the Medtronic Portion of any Shared Contract, (v) any Medtronic Environmental Liabilities, (vi) any D&O Indemnification Liabilities and (vii) any Liabilities of the SplitCo Group to the extent relating to, arising out of or resulting from (x) the operation or conduct of the Medtronic Business as conducted at any time prior to the Separation Closing (unless otherwise expressly provided in this Agreement), (y) any terminated, divested or discontinued businesses or operations of the Medtronic Business or (z) the Medtronic Assets.

“SplitCo Merger” has the meaning set forth in the Preamble to this Agreement.

“SplitCo Non-Voting Stock” means any class or series of SplitCo’s capital stock, and any warrant, option or right in such stock, other than SplitCo Voting Stock.

“SplitCo Parent” has the meaning set forth in the Preamble to this Agreement.

“SplitCo Patents” means the Patents listed on Exhibit B to each of the IP Agreements.

“SplitCo Policy Pre-Separation Insurance Claims” means any Action (whether made before, on, or after the Separation Date) made against any member of the SplitCo Group or Medtronic Group, and reported to the applicable insurer(s) that arises from any event, act or omission occurring prior to the Separation Date and that is covered under an insurance policy of the SplitCo Group in effect prior to the Separation Date.

“SplitCo Portion” has the meaning set forth in Section 2.04.

“SplitCo Real Property” means any property or facility owned, leased or operated by SplitCo or any other member of the SplitCo Group.

“SplitCo Trade Secrets” means the Trade Secrets that are owned by any member of the Medtronic Group or SplitCo Group as of immediately prior to the Separation Closing and that are exclusively used in or related to the SplitCo Business.

“SplitCo Trademarks” means the Trademarks identified on Schedule XVII.

“SplitCo Voting Stock” means all classes of the then outstanding capital stock of SplitCo entitled to vote generally with respect to the election of directors.

“Step Plan” means the restructuring step plan attached as Exhibit B.

“Supply Agreement” means the Transition Manufacturing and Supply Agreement dated as of the date of this Agreement by and between Internal Distributing and Medtronic MiniMed Inc.

“Tax Certificates” has the meaning set forth in the TMA.

“Tax Contest” has the meaning set forth in the TMA.

“Tax Records” has the meaning set forth in the TMA.

“Tax Return” has the meaning set forth in the TMA.

“Taxes” has the meaning set forth in the TMA.

“Third-Party Claim” means any assertion by a Person (including any Governmental Authority) who is not a member of the Medtronic Group or the SplitCo Group of any claim, or the commencement by any such Person of any Action, against any member of the Medtronic Group or the SplitCo Group.

“Third-Party Proceeds” has the meaning set forth in Section 6.04.

“TMA” means the Tax Matters Agreement dated as of the date of this Agreement by and between Medtronic and SplitCo.

“Trade Secrets” means all (i) confidential or proprietary information and (ii) all other forms and types of financial, business, scientific, technical, economic or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, know-how, programs or codes, whether tangible or intangible, and whether or how stored, compiled or memorialized physically, electronically, graphically, photographically or in writing, to the extent that the owner thereof has taken reasonable measures to keep such information secret and the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, the public.

“Trademark Co-Existence Agreement” means the Trademark Co-Existence Agreement dated as of the date of this Agreement by and between Medtronic and SplitCo.

“Transaction Expenses” means all reasonable out-of-pocket fees, costs and expenses incurred by any member of the Medtronic Group or the SplitCo Group in connection with the Separation, the Initial Public Offering or any of the other transactions contemplated by this Agreement or the Ancillary Agreements (other than the Divestment and the Other Disposition); provided, that Transaction Expenses shall not include (i) any Taxes covered by the TMA or (ii) any amounts required to be paid between a member of the Medtronic Group, on the one hand, and a member of the SplitCo Group, on the other hand, pursuant to the terms of an Ancillary Agreement.

“Transitional Trademark Cross-License Agreement” means the Transitional Trademark Cross-License Agreement dated as of the date of this Agreement by and between Medtronic and SplitCo.

“Treasury Regulations” has the meaning set forth in the TMA.

“TSA” means the Transition Services Agreement dated as of the date of this Agreement by and between Medtronic and SplitCo.

“Underwriters” means the managing underwriters for the Initial Public Offering.

“Underwriting Agreement” means the Underwriting Agreement to be entered into by and among SplitCo Parent and the Underwriters in connection with the offering of SplitCo Common Stock by SplitCo Parent in the Initial Public Offering.

“Undisclosed Agency Agreement” means the Undisclosed Agency Agreement dated as of the date of this Agreement by and between Internal Distributing and Internal Controlled.

Article II

The Separation

SECTION 2.01. Transfer of Assets and Assumption of Liabilities. In accordance with the Step Plan:

(a)  Prior to the Initial Public Offering, and subject to Section 2.01(e), Section 2.01(f) and Section 2.07, the Parties shall cause, or shall have caused, the Internal Transactions to be completed.

(b) Subject to Section 2.01(e), Section 2.01(f) and Section 2.07, on or prior to the Internal Separation Date, the Parties shall, and shall cause their respective Group members to, execute such Conveyancing and Assumption Instruments and take such other corporate actions as are necessary to (i) transfer and convey to one or more members of the SplitCo Group all of the right, title and interest of the Medtronic Group in, to and under all SplitCo Assets not already owned by the SplitCo Group, (ii) transfer and convey to one or more members of the Medtronic Group all of the right, title and interest of the SplitCo Group in, to and under all Medtronic Assets not already owned by the Medtronic Group, (iii) cause one or more members of the SplitCo Group to assume all of the SplitCo Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the Medtronic Group and (iv) cause one or more members of the Medtronic Group to assume all of the Medtronic Liabilities to the extent such Liabilities would otherwise remain obligations of any member of the SplitCo Group.

(c) In the event that it is discovered any time after the Internal Separation Date that there was an omission of (i) the transfer or conveyance by SplitCo (or a member of the SplitCo Group) or the acceptance or assumption by Medtronic (or a member of the Medtronic Group) of any Medtronic Asset or Medtronic Liability, as the case may be, or (ii) the transfer or conveyance by Medtronic (or a member of the Medtronic Group) or the acceptance or assumption by SplitCo (or a member of the SplitCo Group) of any SplitCo Asset or SplitCo Liability, as the case may be, the Parties shall, subject to Section 2.01(e), Section 2.01(f) and Section 2.07, use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption of such Asset or Liability. The Party to whom the applicable Asset is to be transferred or conveyed or by whom the applicable Liability is to be accepted or assumed shall reimburse the other Party for any costs directly related to retaining or maintaining such Asset, or managing or defending such Liability, promptly after receiving a request therefor. Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(c) shall be treated by the Parties for all purposes as if it had occurred on the earlier of (i) immediately prior to the Separation Closing and (ii) the time such Assets and Liabilities would have been transferred, conveyed, accepted or assumed had they been subject to the Conveyancing and Assumption Instrument for the jurisdiction to which such Assets relate, in each case except as otherwise required by applicable Law.

(d) In the event that it is discovered any time after the Internal Separation Date that there was (i) a transfer or conveyance by SplitCo (or a member of the SplitCo Group) to, or the acceptance or assumption by, Medtronic (or a member of the Medtronic Group) of any SplitCo Asset or SplitCo Liability, as the case may be, or (ii) a transfer or conveyance by Medtronic (or a member of the Medtronic Group) to, or the acceptance or assumption by, SplitCo (or a member of the SplitCo Group) of any Medtronic Asset or Medtronic Liability, as the case may be, the Parties shall use reasonable best efforts to promptly transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be. The Party to whom the applicable Asset is to be transferred or conveyed or by whom the applicable Liability is to be accepted or assumed shall reimburse the other Party for any costs directly related to retaining or maintaining such Asset, or managing or defending such Liability, promptly after receiving a request therefor. Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.01(d) shall be treated by the Parties for all purposes as if such Asset or Liability had never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law.

(e) To the extent that any transfer or conveyance of any Asset (other than (i) as set forth in Section 2.07(d), (ii) Shared Contracts, which are governed solely by Section 2.04, and (iii) Deferred SplitCo Local Businesses, which are governed solely by Section 2.07) or acceptance or assumption of any Liability (other than (i) as set forth in Section 2.07(d), (ii) Shared Contracts, which are governed solely by Section 2.04, and (iii) Deferred SplitCo Local Businesses, which are governed solely by Section 2.07) required by this Agreement to be so transferred, conveyed, accepted or assumed shall not have been completed on or prior to the Internal Separation Date, the Parties shall use reasonable best efforts to effect such transfer, conveyance, acceptance or assumption as promptly following the Internal Separation Date as shall be reasonably practicable. In the event that any such transfer, conveyance, acceptance or assumption (as applicable) has not been completed effective on or prior to the Internal Separation Date, unless otherwise expressly agreed in writing by the Parties, the Party retaining such Asset or Liability (or the member of the Party’s Group retaining such Asset or Liability) shall thereafter hold such Asset for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto, who shall reimburse the other Party for any costs directly related to retaining or maintaining such Asset or managing or defending such Liability promptly after receiving a request therefor) or retain such Liability for the account, and at the expense, of the Party by whom such Liability should have been assumed or accepted pursuant to this Agreement, as the case may be, and take such other actions as may be required by Law, including the terms and conditions of any applicable order, decree, ruling judgment, agreement or Action pending or in effect as of the Internal Separation Date with respect to such Asset or Liability, or otherwise reasonably requested by the Party to which such Asset should have been transferred or conveyed, or by whom such Liability should have been assumed or accepted, as the case may be, in order to place both Parties, insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been transferred, conveyed, accepted or assumed (as applicable) as contemplated by this Agreement, including with respect to possession, use, risk of loss, potential for gain and control over such Asset or Liability. As and when any such Asset or Liability becomes transferable or assumable, the Parties shall use reasonable best efforts to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.01(e) shall be treated by the Parties for all purposes as if it had occurred on the earlier of (i) immediately prior to the Internal Separation Closing and (ii) the time such Assets and Liabilities would have been transferred, conveyed, accepted or assumed had they been subject to the Conveyancing and Assumption Instrument for the jurisdiction to which such Assets and Liabilities relate, in each case except as otherwise required by applicable Law.

(f) Nothing in this Agreement shall be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their terms or operation of Law cannot be so transferred, conveyed, accepted or assumed; provided, however, that the Parties shall use reasonable best efforts to obtain and submit any necessary Governmental Approvals or other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of all Assets and Liabilities required by this Agreement to be so transferred, conveyed, accepted or assumed including, to the extent applicable, the substitution of a member of the SplitCo Group for a member of the Medtronic Group in connection with any order, decree, ruling, judgment, agreement or Action pending or in effect as of the Internal Separation Date with respect to any SplitCo Liabilities or the substitution of a member of the Medtronic Group for a member of the SplitCo Group in connection with any order, decree, ruling, judgment, agreement or Action pending or in effect as of the Internal Separation Date with respect to any Medtronic Liabilities; provided, further, that neither Party nor any member of its Group shall be required to pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or submit any such Governmental Approval or Consent (other than reasonable out-of-pocket expenses, attorneys’ fees and filing, recording or similar fees, all of which, if incurred following the Separation Closing, shall be borne by SplitCo (and SplitCo shall promptly reimburse members of the Medtronic Group upon request for any such expenses or fees incurred thereby)).

(g) Except as set forth in Section 2.01(f) or Section 2.07, the Party retaining any Asset or Liability due to the deferral of the transfer and conveyance of such Asset or the deferral of the acceptance and assumption of such Liability pursuant to this Article II or otherwise shall not be obligated by this Agreement, in connection with this Article II, to expend any money or take any action that would require the expenditure of money unless and to the extent the Party entitled to such Asset or the Party intended to assume such Liability advances or agrees to reimburse it for the applicable expenditures.

SECTION 2.02. Certain Matters Governed Exclusively by Ancillary Agreements. Each of Medtronic and SplitCo agrees on behalf of itself and the members of its Group that, except as expressly provided in this Agreement or any Ancillary Agreement, (a) the TMA shall exclusively govern all matters relating to Taxes between such parties, (b) the EMA shall exclusively govern all matters related to employees and employee benefits between such parties (it being understood that any Assets and Liabilities allocated pursuant to the EMA shall constitute SplitCo Assets, SplitCo Liabilities, Medtronic Assets or Medtronic Liabilities, as applicable, for purposes of Article VI hereof), (c) the TSA shall exclusively govern all matters relating to the provision of certain services identified therein to be provided by each Party to the other on a transitional basis following the date thereof and (d) the Supply Agreement shall exclusively govern all matters relating to the supply of the services identified therein. In the case of any conflict between this Agreement and either the TMA or the EMA in relation to any matters related to Taxes, the TMA or the EMA, as applicable, shall prevail.

SECTION 2.03. Termination of Intercompany Agreements and Intercompany Accounts.

(a) Except as set forth in Section 2.03(c) or as otherwise provided by the Step Plan, in furtherance of the releases and other provisions of Section 6.01, effective as of the consummation of the Second Internal Contribution on the Internal Separation Date (in the case of Intercompany Agreements in effect as of such time) or as of the Separation on the Separation Date (in the case of Intercompany Agreements entered into after the Second Internal Contribution (if any)), SplitCo and each other member of the SplitCo Group, on the one hand, and Medtronic and each other member of the Medtronic Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and understandings, oral or written, between such parties as of such date (“Intercompany Agreements”) including all intercompany accounts payable or accounts receivable between such parties (“Intercompany Accounts”) and in effect or accrued as of such time. No such terminated Intercompany Agreement or Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Internal Separation Date or the Separation Date, as applicable. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. For the avoidance of doubt, the termination of Intercompany Agreements pursuant to this Section 2.03(a) shall be effective as of the Internal Separation Date or the Separation Date, as applicable, regardless of whether all amounts owing under such Intercompany Agreements have been settled as of such date. The settlement of amounts owing under terminated Intercompany Agreements shall be governed by Section 2.03(b).

(b) In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Medtronic and SplitCo shall use its reasonable best efforts to cause each Intercompany Account between a member of the SplitCo Group, on the one hand, and a member of the Medtronic Group, on the other hand, that is outstanding as of the Internal Separation Closing or the Separation Closing, as applicable, to be settled at or as promptly as practicable following the Internal Separation Closing or the Separation Closing, as applicable, in accordance with the Step Plan. Within ninety (90) days following the Separation Closing, to the extent (i) there exist Intercompany Accounts that were not settled within ninety (90) days following the Separation Closing and (ii) such Intercompany Accounts have an aggregate outstanding balance in excess of $5 million (the “Material Unsettled Intercompany Accounts”), the Parties shall reconcile all such Intercompany Accounts. The Parties shall work together in good faith to determine the final amounts payable with respect to the Material Unsettled Intercompany Accounts, and any amounts so determined shall be paid by the applicable Party within fifteen (15) Business Days following such determination.

(c) The provisions of Section 2.03(a) and Section 2.03(b) shall not apply to any of the following Intercompany Agreements or Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other Intercompany Agreement or Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by either Party or any other member of its Group); (ii) any Intercompany Agreements that this Agreement, the Step Plan or any Ancillary Agreement expressly contemplates will survive the Separation Closing; (iii) any Intercompany Agreements or Intercompany Accounts between a Deferred SplitCo Local Business, on the one hand, and a member of the Medtronic Group, on the other hand, prior to the legal transfer of such Deferred SplitCo Local Business to the SplitCo Group and (iv) any other Intercompany Agreements or Intercompany Accounts set forth on Schedule IX.

(d) Each of Medtronic and SplitCo shall, and shall cause their respective Subsidiaries to, take all necessary actions to remove each member of the SplitCo Group from all Cash Management Arrangements to which such member of the SplitCo Group is a party, in each case prior to the Separation Date; provided, that this Section 2.03(d) shall not require any members of the SplitCo Group that comprise a Deferred SplitCo Local Business to be removed from any such Cash Management Arrangements prior to the legal transfer of such Deferred SplitCo Local Business to the SplitCo Group.

SECTION 2.04. Shared Contracts. The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SplitCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SplitCo Business (the “SplitCo Portion”), which rights shall be a SplitCo Asset and which obligations shall be a SplitCo Liability, and (b) a member of the Medtronic Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SplitCo Business (the “Medtronic Portion”), which rights shall be a Medtronic Asset and which obligations shall be a Medtronic Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract on or prior to the Separation Date as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, reasonably cooperate in any lawful arrangement to provide that, following the Separation Closing and until the earlier of two (2) years after the Separation Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the SplitCo Group shall receive the interest in the benefits and obligations of the SplitCo Portion under such Shared Contract and a member of the Medtronic Group shall receive the interest in the benefits and obligations of the Medtronic Portion under such Shared Contract; provided, that if, following such two-year period, any such Shared Contract remains in effect and the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence has not yet been effected, the Parties shall discuss in good faith extending any such lawful arrangement then in place; provided that, for the avoidance of doubt, no Party shall have any obligation to so extend any such lawful arrangement then in place.

Nothing in this Section 2.04 shall require (x) the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable, or (y) unless otherwise agreed by the Parties, either Party or any member of their respective Groups to pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which, if incurred following the Separation Closing, shall be borne by SplitCo (and SplitCo shall promptly reimburse members of the Medtronic Group upon request for any such expenses or fees incurred thereby)).

SECTION 2.05. Disclaimer of Representations and Warranties. Each of Medtronic (on behalf of itself and each other member of the Medtronic Group) and SplitCo (on behalf of itself and each other member of the SplitCo Group) understands and agrees that, except as expressly set forth in this Agreement, any Ancillary Agreement or the Tax Certificates, no party to this Agreement, any Ancillary Agreement or any other agreement or document contemplated by this Agreement or any Ancillary Agreement, nor any other Person, is representing or warranting in any way as to any Assets or Liabilities transferred or assumed as contemplated hereby or thereby, as to the sufficiency of the Assets or Liabilities transferred or assumed hereby or thereby for the conduct and operations of the SplitCo Business or the Medtronic Business, as applicable, as to any Governmental Approvals or other Consents required in connection therewith or in connection with any past transfers of the Assets or assumptions of the Liabilities, as to the value or freedom from any Security Interests of, or any other matter concerning, any Assets or Liabilities of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Asset, including any accounts receivable, of any such party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Asset or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein or in any Ancillary Agreement or the Tax Certificates, any such Assets are being transferred on an “as is,” “where is” basis and the respective transferees shall bear the economic and legal risks that (a) any conveyance shall prove to be insufficient to vest in the transferee good and marketable title, free and clear of any Security Interest, and (b) any necessary Governmental Approvals or other Consents are not obtained or that any requirements of Laws or judgments are not complied with.

SECTION 2.06. Conveyancing and Assumption Instruments. In connection with, and in furtherance of, the transfers of Assets and the acceptance and assumptions of Liabilities contemplated by this Agreement, the Parties and certain other members of the respective Groups (a) have executed prior to the date hereof certain Conveyancing and Assumption Instruments and (b) shall execute and deliver to each other or cause to be executed and delivered, on or after the date hereof by the appropriate entities, any Conveyancing and Assumption Instruments, in each case necessary to evidence the valid and effective assumption by the applicable Party or a member of such Party’s Group of its assumed Liabilities and the valid transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its transferred Assets for such assumptions and transfers to be effected pursuant to Delaware Law, the Laws of one of the other states of the United States or the Laws of the country in which such Assets are located, as applicable, including the transfer of real property with deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located.

Except to the extent required by applicable Law, the Conveyancing and Assumption Instruments shall not contain any representations or warranties or indemnities, shall not conflict with this Agreement and, to the extent that any provision of a Conveyancing and Assumption Instrument does conflict with any provision of this Agreement, this Agreement shall govern and control unless specifically stated otherwise in such Conveyancing and Assumption Instrument. The transfer of capital stock may be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any jurisdiction to transfer title to stock and, only to the extent required by applicable Law, by notation on public registries or other required procedure.

SECTION 2.07. Deferred Markets. (a) Notwithstanding anything to the contrary herein, in order to ensure compliance with applicable Law, to obtain necessary Governmental Approvals and other Consents and for other business reasons, the Parties will defer until after the Internal Separation Date the transfer and conveyance of legal title to all or a portion of the SplitCo Assets to, and the assumption of all or a portion of the SplitCo Liabilities by, SplitCo or a member of the SplitCo Group, in each case, in each of the jurisdictions listed on Schedule XIV (each, a “Deferred Market” and the SplitCo Assets and SplitCo Liabilities in any such Deferred Market, a “Deferred SplitCo Local Business”), and Medtronic or a member of the Medtronic Group will continue to operate certain activities of the SplitCo Business in the Deferred Markets following the Separation in accordance with Section 2.07(b). Notwithstanding the foregoing, any Deferred SplitCo Local Business shall constitute SplitCo Assets or SplitCo Liabilities, as applicable, for all other purposes of this Agreement. The transfer of each Deferred SplitCo Local Business shall occur in accordance with the terms and conditions set forth in the Net Economic Benefit Agreement.

(b) With respect to any Deferred SplitCo Local Business between the Internal Separation Date and such time as the Deferred SplitCo Local Business has been transferred to SplitCo (the “Deferred Separation Date”), and subject to the Net Economic Benefit Agreement: (i) Medtronic shall, and shall cause each member of the Medtronic Group to, use reasonable best efforts to (A) provide SplitCo with the economic and operational claims, rights, benefits and burdens that would accrue to it if such Deferred SplitCo Local Businesses were conveyed and transferred to (or assumed by) it as of the Internal Separation Date, including the net profits or losses associated with the ownership of such Deferred SplitCo Local Business (it being understood, that such net profits or losses shall be net of all Taxes incurred by Medtronic or a member of the Medtronic Group, the Deferred SplitCo Local Business or their respective affiliates in connection with the operation (or ownership) of the relevant Deferred SplitCo Local Business between the Internal Separation Date and the applicable Deferred Separation Date), and Medtronic and SplitCo shall use reasonable best efforts after the date hereof to enter into an arrangement to document the foregoing and (B) reasonably cooperate with SplitCo, at SplitCo’s expense, to enforce any rights of the Deferred SplitCo Local Business that are available against any third party; (ii) Medtronic and, if applicable, such Deferred SplitCo Local Business shall hold in trust for and pay to the SplitCo or a member of the SplitCo Group promptly upon receipt thereof, any income, proceeds and other monies received in respect of the Deferred SplitCo Local Business, net of any Liabilities and Taxes with respect thereto; (iii) SplitCo shall (I) pay, perform and discharge (whether as agent or subcontractor or otherwise) fully when due all obligations, burdens, and Liabilities, including Taxes of the Deferred SplitCo Local Business and indemnify the Medtronic Group in respect of the foregoing and (II) provide such Deferred SplitCo Local Business, Medtronic and any member of the Medtronic Group, as applicable, such maintenance, support or other services, products or payments as may be required in furtherance of the provisions of this Section 2.07(b); and (iv) the Parties acknowledge and agree that Medtronic Group shall perform the aforementioned operation and management of the Deferred SplitCo Local Business solely in its capacity as service provider to, and as third party agent acting on behalf, at the direction and for the benefit of, the SplitCo Group, and that the SplitCo Group will bear the profit and/or loss associated with ownership of the Deferred SplitCo Local Business from and after the Internal Separation Date in the manner described in this Agreement and the transactions contemplated hereby.

(c) With respect to the SplitCo Assets and SplitCo Liabilities described in Section 2.07(a) and any Deferred SplitCo Local Business, each of Medtronic and SplitCo shall, and shall cause the members of its respective Group to (i) treat for all purposes, including U.S. federal (and applicable U.S. state and local) income Tax purposes (A) the SplitCo Assets as assets having been transferred to and owned by the SplitCo Group not later than the Internal Separation Closing, (B) the SplitCo Liabilities as Liabilities having been assumed and owed by the SplitCo Group not later than the Internal Separation Closing, and (C) the Deferred SplitCo Local Business having been transferred to the SplitCo Group not later than the Internal Separation Closing, in each case except as otherwise required by applicable Law or as otherwise expressly provided in the Net Economic Benefit Agreement and any applicable Conveyancing and Assumption Instrument; and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Law or good faith resolution of a Tax Contest).

(d) Notwithstanding anything to the contrary in this Agreement, certain Assets and Contracts that are subject to Undisclosed Agency Agreements shall not transfer at or prior to the Separation Closing but shall instead transfer on a delayed basis following the Separation Closing. The identification of such Assets and Contracts, and the timing, terms, and conditions governing such delayed transfers, shall be as set forth in the applicable Undisclosed Agency Agreement.

SECTION 2.08. Waiver of Bulk Sales. SplitCo hereby waives compliance by each and every member of the Medtronic Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SplitCo Assets to any member of the SplitCo Group. Medtronic hereby waives compliance by each and every member of the SplitCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Medtronic Assets to any member of the Medtronic Group.

Article III

Credit Support

SECTION 3.01. Replacement of Medtronic Credit Support. (a) Other than as set forth on Schedule XVIII-A, SplitCo shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Separation Date, the termination or replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through Medtronic or any other member of the Medtronic Group for the benefit of SplitCo or any other member of the SplitCo Group (“Medtronic Credit Support Instruments”) with alternate arrangements that do not require any credit support from Medtronic or any other member of the Medtronic Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Medtronic Credit Support Instruments written releases (which (i) in the case of a letter of credit or bank guarantee would be effective upon surrender of the original Medtronic Credit Support Instrument to the originating bank and such bank’s confirmation to Medtronic of cancelation thereof and (ii) shall expressly release any collateral in respect of such Medtronic Credit Support Instrument) indicating that Medtronic or such other member of the Medtronic Group will, effective upon the Separation Closing, have no liability with respect to such Medtronic Credit Support Instruments, in each case reasonably satisfactory to Medtronic.

(b) In furtherance of Section 3.01(a), to the extent required to obtain a removal or release from a Medtronic Credit Support Instrument, SplitCo or an appropriate member of the SplitCo Group shall execute an agreement substantially in the form of the existing Medtronic Credit Support Instrument or such other form as is agreed to by the relevant parties to such agreement, except to the extent that such existing Medtronic Credit Support Instrument contains representations, covenants or other terms or provisions (i) with which SplitCo or the appropriate member of the SplitCo Group would be reasonably unable to comply or (ii) which would be reasonably expected to be breached by SplitCo or the appropriate member of the SplitCo Group.

(c) If SplitCo is unable to obtain, or is not required to obtain, or to cause to be obtained, all releases from Medtronic Credit Support Instruments pursuant to Section 3.01(a) and Section 3.01(b) on or prior to the Separation Date, (i) without limiting SplitCo’s obligations under Article VI, SplitCo shall, and shall cause the relevant member of the SplitCo Group that has assumed the Liability with respect to such Medtronic Credit Support Instrument, to indemnify and hold harmless the guarantor or obligor for any Liability arising from or relating thereto in accordance with the provisions of Article VI and to, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) with respect to each such Medtronic Credit Support Instrument, SplitCo, on behalf of itself and the other members of the SplitCo Group, agrees, except as otherwise expressly required by the terms of a Contract with a third party in effect as of the Separation Date, not to renew or extend the term of, increase its obligations under or transfer to a third Person any loan, guarantee, lease, sublease, license, Contract or other obligation for which Medtronic or any other member of the Medtronic Group is or may be liable under such Medtronic Credit Support Instrument unless all obligations of Medtronic and the other members of the Medtronic Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Medtronic, and (iii) with respect to each such Medtronic Credit Support Instrument, SplitCo shall prepare and provide, or cause to be prepared and provided, as promptly as reasonably practicable following reasonable written request by Medtronic, to the extent reasonably necessary for Medtronic to prepare financial statements or complete an audit or review of financial statements or an audit of internal control over financial reporting, any relevant information or data regarding the Liability with respect to such Medtronic Credit Support Instrument.

(d) On and after the Separation Date, SplitCo shall, and shall cause each member of the SplitCo Group to, comply with the obligations set forth on Schedule XVIII-B with respect to the Medtronic Credit Support Instruments and related Contracts set forth therein.

SECTION 3.02. Replacement of SplitCo Credit Support. (a) Medtronic shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Separation Date, the termination or replacement of all Credit Support Instruments provided by or through SplitCo or any other member of the SplitCo Group for the benefit of Medtronic or any other member of the Medtronic Group (“SplitCo Credit Support Instruments”) with alternate arrangements that do not require any credit support from SplitCo or any other member of the SplitCo Group, and shall use reasonable best efforts to obtain from the beneficiaries of such SplitCo Credit Support Instruments written releases (which (i) in the case of a letter of credit or bank guarantee would be effective upon surrender of the original SplitCo Credit Support Instrument to the originating bank and such bank’s confirmation to SplitCo of cancelation thereof and (ii) shall expressly release any collateral in respect of such Credit Support Instrument) indicating that SplitCo or such other member of the SplitCo Group will, effective upon the Separation Closing, have no liability with respect to such SplitCo Credit Support Instruments, in each case reasonably satisfactory to SplitCo.

(b) In furtherance of (a), to the extent required to obtain a removal or release from a SplitCo Credit Support Instrument, Medtronic or an appropriate member of the Medtronic Group shall execute an agreement substantially in the form of the existing SplitCo Credit Support Instrument or such other form as is agreed to by the relevant parties to such agreement, except to the extent that such existing SplitCo Credit Support Instrument contains representations, covenants or other terms or provisions (i) with which Medtronic or the appropriate member of the Medtronic Group would be reasonably unable to comply or (ii) which would be reasonably expected to be breached by Medtronic or the appropriate member of the Medtronic Group.

(c) If Medtronic is unable to obtain, or to cause to be obtained, all releases from SplitCo Credit Support Instruments pursuant to Section 3.02(a) and Section 3.02(b) on or prior to the Separation Date, (i) without limiting Medtronic’s obligations under Article VI, Medtronic shall, and shall cause the relevant member of the Medtronic Group that has assumed the Liability with respect to such SplitCo Credit Support Instrument to, indemnify and hold harmless the guarantor or obligor for any Liability arising from or relating thereto in accordance with the provisions of Article VI and to, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) with respect to each such SplitCo Credit Support Instrument, Medtronic, on behalf of itself and the other members of the Medtronic Group, agrees, except as otherwise expressly required by the terms of a Contract with a third party in effect as of the Separation Date, not to renew or extend the term of, increase its obligations under or transfer to a third Person, any loan, guarantee, sublease, license, Contract or other obligation for which SplitCo or any other member of the SplitCo Group is or may be liable under such SplitCo Credit Support Instrument unless all obligations of SplitCo and the other members of the SplitCo Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to SplitCo and (iii) with respect to each such SplitCo Credit Support Instrument, Medtronic shall prepare and provide, or cause to be prepared and provided, as promptly as reasonably practicable following reasonable written request by SplitCo, to the extent reasonably necessary for SplitCo to prepare financial statements or complete an audit or review of financial statements or an audit of internal control over financial reporting, any relevant information or data regarding the Liability with respect to such SplitCo Credit Support Instrument.

SECTION 3.03. Written Notice of Credit Support Instruments. Medtronic and SplitCo shall use reasonable best efforts to provide each other with written notice of the existence of all Credit Support Instruments within a reasonable period prior to the Separation.

Article IV

Actions Pending the Separation

SECTION 4.01. Actions Prior to the Separation. Subject to the conditions specified in Section 4.02 and subject to Section 4.04, Medtronic and SplitCo shall use reasonable best efforts to consummate the Separation and Initial Public Offering. Such efforts shall include taking the actions specified in this Section 4.01.

(a) SplitCo shall prepare, file with the Commission and use its reasonable best efforts to cause to become effective the IPO Registration Statement and any registration statements or amendments thereto required to effect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements.

(b) Medtronic and SplitCo shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Initial Public Offering.

(c) SplitCo shall prepare and file, and shall use reasonable best efforts to have approved prior to the completion of the Initial Public Offering, an application for the listing of the SplitCo Common Stock to be offered and sold in the Initial Public Offering on the Exchange.

(d) Prior to the Separation Closing, Medtronic shall have duly elected the individuals listed as director nominees to the SplitCo board of directors in the IPO Registration Statement, and such individuals shall be the members of the SplitCo board of directors effective as of immediately prior to the Separation Closing.

(e) Prior to the Separation Closing, Medtronic shall have duly appointed the individuals listed as executive officers of SplitCo in the IPO Registration Statement, and such individuals shall be the executive officers of SplitCo as of immediately prior to the Separation Closing.

(f) Immediately prior to the Separation Closing, the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws of SplitCo, each in substantially the form filed as an exhibit to the IPO Registration Statement, shall be in effect.

(g) SplitCo shall enter into the Underwriting Agreement, in form and substance reasonably satisfactory to Medtronic, and shall comply with its obligations thereunder.

(h) SplitCo shall participate in the preparation of materials and presentations as any of Medtronic and the Underwriters shall deem reasonably desirable in connection with the Initial Public Offering.

(i) Medtronic and SplitCo shall, subject to Section 4.04, take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 4.02 to be satisfied and to effect the Separation (to the extent not already consummated) and the Initial Public Offering on the Separation Date.

SECTION 4.02. Conditions Precedent to Consummation of the Separation. The obligations of the Parties to consummate the Separation (other than the Internal Transactions that are contemplated by the Step Plan to occur prior to the Separation Date) and the Initial Public Offering shall be conditioned on the satisfaction, or waiver by Medtronic, of the following conditions:

(a) the board of directors of Medtronic Parent shall have authorized and approved the Separation and the Initial Public Offering and not withdrawn such authorization and approval;

(b) each Ancillary Agreement (other than any Conveyancing and Assumption Instruments to be executed at or following the Separation Closing, including with respect to the Deferred Markets) shall have been executed by each party to such agreement;

(c) the Commission shall have declared effective the IPO Registration Statement, no stop order suspending the effectiveness of the IPO Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the Commission;

(d) the SplitCo Common Stock shall have been accepted for listing on the Exchange or another national securities exchange approved by Medtronic Parent, subject to official notice of issuance; (e) the Internal Transactions that are contemplated by the Step Plan to occur on or prior to the Separation Date shall have been completed;

(f) Medtronic Parent shall be satisfied in its sole discretion that it will, directly or indirectly, own at least 80.1% of the outstanding SplitCo Common Stock (and that it will have “control” of SplitCo within the meaning of Section 368(c) of the Code) following the Initial Public Offering, and Medtronic shall be satisfied in its sole discretion that all other conditions to permit the Divestment to qualify for the Intended Tax Treatment shall, to the extent applicable as of the time of the Initial Public Offering, be satisfied, and there shall be no event or condition that is likely to cause any of such conditions not to be satisfied as of the time of the Divestment or thereafter;

(g) no order, injunction or decree issued by any Governmental Authority of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation or the Initial Public Offering shall be in effect, and no other event shall have occurred or failed to occur that prevents the consummation of the Separation or the Initial Public Offering;

(h) no other events or developments shall have occurred prior to the Separation and the Initial Public Offering that, in the judgment of the board of directors of Medtronic, would result in the Separation or the Initial Public Offering having a material adverse effect on Medtronic or the shareholders of Medtronic;

(i) SplitCo shall have entered into the Underwriting Agreement and all conditions to the obligations of SplitCo and the Underwriters thereunder shall have been satisfied or waived by the party that is entitled to the benefit thereof; and

(j) the actions set forth in Sections 4.01(d), (e) and (f) shall have been completed.

The foregoing conditions are for the sole benefit of Medtronic and shall not give rise to or create any duty on the part of Medtronic or the Medtronic board of directors to waive or not waive such conditions or in any way limit the right of Medtronic to terminate this Agreement as set forth in Article X or alter the consequences of any such termination from those specified in such Article X. Any determination made by the Medtronic board of directors prior to the Separation concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.02 shall be conclusive.

SECTION 4.03. Separation Date; Cash Consideration; MiniMed BV Note.

(a) Subject to the terms and conditions of this Agreement, the consummation of the Separation and the Initial Public Offering shall take place remotely via the electronic exchange of documents and signature pages on the date on which the Initial Public Offering closes or in such other manner or on such other date as Medtronic and SplitCo may mutually agree upon in writing. The day on which such closing of the Initial Public Offering takes place being the “Separation Date”.

(b) In connection with the direct or indirect transfer of SplitCo Assets to SplitCo pursuant to this Agreement, SplitCo shall cause (i) MiniMed Holding B.V. to pay to Internal Distributing or one of its designated Affiliates, by wire transfer of immediately available funds to an account designated by Internal Distributing to SplitCo in writing, an amount of Cash of the SplitCo Group sufficient to repay all or a portion of the MiniMed BV Note (any unpaid portion of such MiniMed BV Note, the “MiniMed BV Note Remainder Amount”) and (ii) if applicable, and as partial consideration for the SplitCo Assets contributed to Kangaroo US HoldCo Inc. (“Kangaroo US HoldCo”) in the Medtronic, Inc. Contribution, Kangaroo US HoldCo to pay to Internal Distributing, by wire transfer of immediately available funds to an account designated by Internal Distributing to SplitCo in writing, an amount of Cash of the SplitCo Group as determined by Internal Distributing, in each case of clauses (i) and (ii), on the closing date of the Initial Public Offering, and, to the extent and in the manner contemplated by the Step Plan.

(c) If, after giving effect to the payments contemplated in Section 4.03(b), the MiniMed BV Note Remainder Amount exceeds the maximum amount of the Cash that may be received in connection with the exercise of the underwriters’ over-allotment option in connection with the Initial Public Offering (such option, the “Greenshoe”, and such amount, the “Maximum Greenshoe Amount”), Internal Distributing shall contribute a portion of its receivable under the MiniMed BV Note in an amount equal to such excess, as reasonably determined by Internal Distributing, to Kangaroo US HoldCo in partial consideration for the constructive stock of Kangaroo US HoldCo issued to Internal Distributing in the Medtronic, Inc. Contribution. The balance of the MiniMed BV Note, if any, shall remain outstanding and payable to Internal Distributing or its designee.

(d) The Parties intend that following the transactions contemplated by Section 4.03(b), the SplitCo Group shall retain an amount in Cash, determined based on a good faith estimate by Medtronic, equal to the Target Cash Amount.

(e) The amount payable to Internal Distributing pursuant to Section 4.03(b) and the amount retained by SplitCo pursuant to Section 4.03(d) shall be determined pursuant to Schedule X, after giving effect to (i) the Initial Public Offering, (ii) the SplitCo Financing Arrangements, (iii) the settlement of Intercompany Accounts as contemplated by the Internal Transactions and Section 2.03(b), (iv) Cash received in connection with the exercise of the Greenshoe (the “Greenshoe Amount”) and (v) such other transactions, facts and circumstances as Medtronic otherwise determines are relevant in its sole discretion (the “Calculation Factors”). The Parties shall determine the final amounts that are intended to be paid to Internal Distributing and retained by SplitCo Group pursuant to this Section 4.03 and in accordance with the provisions of Schedule X.

(f) If, after giving effect to the payments contemplated in Section 4.03(b) and Section 4.03(e) and the contribution of a portion of the receivable under the MiniMed BV Note pursuant to Section 4.03(c), there are amounts remaining outstanding with respect to the MiniMed BV Note, Medtronic Inc. shall contribute the remaining outstanding receivable under the MiniMed BV Note to Kangaroo US HoldCo in partial consideration for the constructive stock of Kangaroo US HoldCo issued to Internal Distributing in the Medtronic, Inc. Contribution.

SECTION 4.04. Sole Discretion of Medtronic. Prior to the Separation Closing, Medtronic shall, in its sole and absolute discretion, determine all terms of the Separation and the Initial Public Offering, including the form, structure and terms of any transactions or offerings to effect the Separation and the timing of and conditions to the consummation thereof. In addition and notwithstanding anything to the contrary set forth below, Medtronic may at any time and from time to time until the Separation Closing decide to abandon, modify or change any or all of the terms of the Separation or the Initial Public Offering, including by accelerating or delaying the timing of the consummation of all or part of the Separation. For the purposes of this Section 4.04 only, the term “Separation” shall include any transfers contemplated by Section 2.07.

Article V

The Initial Public Offering; Divestment or Other Disposition

SECTION 5.01. The Initial Public Offering. SplitCo shall consult with, and cooperate in all respects with and take all actions reasonably requested by, Medtronic in connection with the Initial Public Offering.

SECTION 5.02. The Divestment or Other Disposition. (a) Subject to applicable Law, Medtronic Parent shall, in its sole and absolute discretion, determine (i) whether and when to proceed with all or part of the Divestment or Other Disposition and (ii) all terms of the Divestment or Other Disposition, as applicable, including the form, structure and terms of any transaction(s) or offering(s) to effect the Divestment or Other Disposition and the timing of and conditions to the consummation of the Divestment or Other Disposition. In addition, in the event that Medtronic Parent determines to proceed with the Divestment or Other Disposition, Medtronic Parent may, subject to applicable Law, at any time and from time to time until the completion of the Divestment or Other Disposition abandon, modify or change any or all of the terms of the Divestment or Other Disposition, including by accelerating or delaying the timing of the consummation of all or part of the Divestment or Other Disposition.

(b) SplitCo shall cooperate with Medtronic Parent and any member of the Medtronic Group to accomplish the Divestment or Other Disposition and shall, at Medtronic Parent’s reasonable request, promptly take any and all actions necessary or desirable to effect the Divestment or Other Disposition, including the registration under the Securities Act of the offering of the SplitCo Common Stock on an appropriate registration form as reasonably designated by Medtronic Parent, the filing of any necessary documents pursuant to the Exchange Act and the filing of any necessary application or related documents with the Exchange in connection with listing the SplitCo Common Stock that is the subject of such Divestment or Other Disposition. Subject to applicable Law and contractual requirements among the Parties, Medtronic Parent shall select any investment bank, manager, transfer agent, underwriter or dealer manager in connection with the Divestment or Other Disposition, as well as any financial printer, solicitation or exchange agent and financial, legal, accounting, tax and other advisors and service providers in connection with the Divestment or Other Disposition, as applicable. Medtronic Parent and SplitCo, as the case may be, will provide to the exchange agent, if any, all share certificates and any information required in order to complete the Divestment or Other Disposition.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Registration Rights Agreement shall control the terms and conditions of any Other Disposition to the extent contemplated therein.

Article VI

Mutual Releases; Indemnification

SECTION 6.01. Release of Pre-Separation Claims. (a) Except as provided in Section 6.01(d) or elsewhere in this Agreement or the Ancillary Agreements, effective as of the Internal Separation Closing (or, to the extent any relevant SplitCo Liabilities arise thereafter, the Separation Closing), SplitCo does hereby, for itself and each other member of the SplitCo Group, their respective Affiliates, and to the extent it may legally do so, successors and assigns and all Persons who at any time on or prior to the Internal Separation Closing or the Separation Closing, as applicable, have been shareholders, directors, officers, agents or employees of any member of the SplitCo Group (in each case, in their respective capacities as such), remise, release and forever discharge Medtronic and the other members of the Medtronic Group, their respective successors and assigns and all Persons who at any time on or prior to the Internal Separation Closing or the Separation Closing, as applicable, have been shareholders, directors, officers, agents or employees of any member of the Medtronic Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all SplitCo Liabilities whatsoever, whether at Law or in equity (including any right of contribution or recovery and including any remedy under Environmental Laws), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Internal Separation Closing or the Separation Closing, as applicable, including in connection with the Separation, the Initial Public Offering and any Divestment or Other Disposition and all other activities to implement any such transactions.

(b) Except as provided in Section 6.01(d) or elsewhere in this Agreement or the Ancillary Agreements, effective as of the Internal Separation Closing (or, to the extent any relevant Medtronic Liabilities arise thereafter, the Separation Closing), Medtronic does hereby, for itself and each other member of the Medtronic Group, their respective Affiliates, and to the extent it may legally do so, successors and assigns and all Persons who at any time on or prior to the Internal Separation Closing or the Separation Closing, as applicable, have been shareholders, directors, officers, agents or employees of any member of the Medtronic Group (in each case, in their respective capacities as such), remise, release and forever discharge SplitCo and the other members of the SplitCo Group, their respective successors and assigns and all Persons who at any time on or prior to the Internal Separation Closing or the Separation Closing, as applicable, have been shareholders, directors, officers, agents or employees of any member of the SplitCo Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Medtronic Liabilities whatsoever, whether at Law or in equity (including any right of contribution or recovery and including any remedy under Environmental Laws), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Internal Separation Closing or the Separation Closing, as applicable, including in connection with the Separation, the Initial Public Offering and any Divestment or Other Disposition and all other activities to implement any such transactions.

(c) The Parties expressly understand and acknowledge that it is possible that unknown losses or claims exist or might come to exist or that present losses may have been underestimated in amount, severity, or both. Accordingly, the Parties are deemed expressly to understand and acknowledge any federal, state or non-U.S. Law or right, rule or legal principle of the State of Delaware or any other jurisdiction that may be applicable herein which provides that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN SUCH CREDITOR’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY SUCH CREDITOR MUST HAVE MATERIALLY AFFECTED SUCH CREDITOR’S SETTLEMENT WITH A DEBTOR. The Parties are hereby deemed to agree that any such or similar federal, state or non-U.S. Laws or rights, rules or legal principles of the State of Delaware or any other jurisdiction that may be applicable herein, are hereby knowingly and voluntarily waived and relinquished with respect to the releases in Section 6.01(a) and Section 6.01(b).

(d) Nothing contained in Section 6.01(a) or Section 6.01(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any Intercompany Agreement or Intercompany Account that is specified in Section 2.03(c) not to terminate as of the Separation Closing, in each case in accordance with its terms. Nothing contained in Section 6.01(a) or (b) shall release:

(i) any Person from any Liability provided in or resulting from any Contract among any members of the Medtronic Group or the SplitCo Group that is specified in Section 2.03(c) as not to terminate as of the Separation, or any other Liability specified in such Section 2.03(c) as not to terminate as of the Separation;

(ii) any Person from any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement or any Ancillary Agreement;

(iii) any Person from any Liability provided in or resulting from any other Contract that is entered into after the Separation between one Party (or a member of such Party’s Group), on the one hand, and the other Party (or a member of such Party’s Group), on the other hand; or

(iv) any Person from any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement for claims brought against the Parties, the members of their respective Groups or any of their respective directors, officers, employees or agents, by third Persons, which Liability shall be governed by the provisions of this Article VI or, if applicable, the appropriate provisions of the relevant Ancillary Agreement.

(e) SplitCo shall not make, and shall not permit any other member of the SplitCo Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Medtronic or any other member of the Medtronic Group, or any other Person released pursuant to Section 6.01(a), with respect to any Liabilities released pursuant to Section 6.01(a). Medtronic shall not make, and shall not permit any other member of the Medtronic Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against SplitCo or any other member of the SplitCo Group, or any other Person released pursuant to Section 6.01(b), with respect to any Liabilities released pursuant to Section 6.01(b).

(f) It is the intent of each of Medtronic and SplitCo, by virtue of the provisions of this Section 6.01, to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Separation Date, between or among SplitCo or any other member of the SplitCo Group, on the one hand, and Medtronic or any other member of the Medtronic Group, on the other hand (including any contractual agreements or arrangements existing or alleged to exist between or among any such members on or before the Separation Date), except as set forth in Section 6.01(d) or elsewhere in this Agreement or in any Ancillary Agreement. At any time, at the request of the other Party, each Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions hereof.

SECTION 6.02. Indemnification by SplitCo. Subject to Section 6.04, SplitCo shall indemnify, defend and hold harmless Medtronic, each other member of the Medtronic Group and each of their respective former and current shareholders, directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Medtronic Indemnitees”), from and against any and all Liabilities of the Medtronic Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):

(a) the SplitCo Liabilities, including the failure of SplitCo or any other member of the SplitCo Group or any other Person to pay, perform or otherwise promptly discharge any SplitCo Liability in accordance with its terms;

(b) any breach by SplitCo or any other member of the SplitCo Group of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein (which shall be controlling); and

(c) any breach by SplitCo of any of the representations and warranties made by SplitCo on behalf of itself and the members of the SplitCo Group in Section 11.01(c).

SECTION 6.03. Indemnification by Medtronic. Subject to Section 6.04, Medtronic shall indemnify, defend and hold harmless SplitCo, each other member of the SplitCo Group and each of their respective former and current shareholders, directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “SplitCo Indemnitees”), from and against any and all Liabilities of the SplitCo Indemnitees relating to, arising out of or resulting from any of the following items (without duplication):

(a) the Medtronic Liabilities, including the failure of Medtronic or any other member of the Medtronic Group or any other Person to pay, perform or otherwise promptly discharge any Medtronic Liability in accordance with its terms;

(b) any breach by Medtronic or any other member of the Medtronic Group of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein (which shall be controlling); and

(c) any breach by Medtronic of any of the representations and warranties made by Medtronic on behalf of itself and the members of the Medtronic Group in Section 11.01(c).

SECTION 6.04. Indemnification Obligations Net of Insurance Proceeds and Third-Party Proceeds.

(a) The Parties intend that any Liability subject to indemnification or reimbursement pursuant to this Agreement will be net of (i) Insurance Proceeds that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such Liability and (ii) other amounts recovered from any third party that actually reduce the amount of, or are paid to the applicable Indemnitee in respect of, such Liability (“Third-Party Proceeds”). Accordingly, the amount that either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or reimbursement pursuant to this Agreement (an “Indemnitee”) will be reduced by any Insurance Proceeds or Third-Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee from a third party in respect of the related Liability. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third-Party Proceeds in respect of such Liability, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if such Insurance Proceeds or Third-Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

(b) No provision in this Agreement or any Ancillary Agreement is intended to relieve any Insurer of any responsibility to pay any claim, grant any insurer any subrogation rights with respect to any claim or provide any Insurer with a “wind-fall” (i.e., a benefit they would not be entitled to receive, or the reduction or elimination of an insurance coverage provision obligation that they would otherwise have, in the absence of such provision). Notwithstanding the foregoing, an Indemnifying Party may not delay making an indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Actions to collect or recover any Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c) The calculation and Tax treatment of any Indemnity Payments required by this Agreement shall be subject to Section 5.4 of the TMA.

SECTION 6.05. Procedures for Indemnification of Third-Party Claims. If an Indemnitee shall receive notice or otherwise learn of a Third-Party Claim with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but no later than 30 calendar days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim; provided however, that any such notice need only specify such information to the knowledge of the Indemnitee as of the date of such notice and shall not limit or prejudice any of the rights or remedies of any Indemnitee on the basis of any limitations on the information included in such notice, including any such limitations made in good faith to preserve the attorney-client privilege, work product doctrine or any other privilege. Notwithstanding anything to the contrary set forth in this Section 6.05 and Section 6.06, the failure of any Indemnitee or other Person to give notice as provided in this Section 6.05 or Section 6.06 shall not relieve the related Indemnifying Party of its obligations under this Article VI, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice in accordance with this Section 6.05. Any Third-Party Claim shall be managed by Medtronic and SplitCo in accordance with the provisions of Section 6.12, as if such Third-Party Claim were an Action.

SECTION 6.06. Additional Matters.

(a) Any claim on account of a Liability that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the Indemnifying Party. The Indemnifying Party shall have a period of 30 calendar days after the receipt of such notice within which to respond thereto. If the Indemnifying Party does not respond within such 30-day period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such Indemnitee as contemplated by this Agreement.

(b) In the event of payment by or on behalf of an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnitee shall cooperate with the Indemnifying Party in a reasonable manner, and at the cost and expense of the Indemnifying Party, in prosecuting any subrogated right, defense or claim.

SECTION 6.07. Right to Contribution.

(a) If any right of indemnification contained in Section 6.02 or Section 6.03 is held unenforceable, is unavailable for any reason, or is insufficient to hold harmless any Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by any Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and such Indemnitee and any other Indemnitees entitled to contribution in respect of such Liability, on the other hand, as well as any other relevant equitable considerations.

(b) Solely for purposes of determining relative fault pursuant to this Section 6.07: (i) any fault associated with the business conducted with SplitCo Assets or the SplitCo Liabilities or with the ownership, operation or activities of the SplitCo Business prior to the Separation Closing shall be deemed to be the fault of SplitCo and the other members of the SplitCo Group, and no such fault shall be deemed to be the fault of Medtronic or any other member of the Medtronic Group; and (ii) any fault associated with the business conducted with Medtronic Assets or the Medtronic Liabilities or with the ownership, operation or activities of the Medtronic Business prior to the Separation Closing shall be deemed to be the fault of Medtronic and the other members of the Medtronic Group, and no such fault shall be deemed to be the fault of SplitCo or any other member of the SplitCo Group.

SECTION 6.08. Remedies Cumulative. The remedies provided in this Article VI shall be cumulative and, subject to the provisions of Article X, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

SECTION 6.09. Survival of Indemnities. The rights and obligations of each of Medtronic and SplitCo and their respective Indemnitees under this Article VI shall survive the sale or other transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities.

SECTION 6.10. Limitation on Liability. None of Medtronic, SplitCo or any other member of either Group shall in any event have any Liability to the other or to any other member of the other’s Group, or to any other Medtronic Indemnitee or SplitCo Indemnitee, as applicable, under this Agreement for any indirect, special, punitive or consequential damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed of the possibility of the existence of such damages; provided, however, that the provisions of this Section 6.10 shall not limit an Indemnifying Party’s indemnification obligations hereunder with respect to any Liability any Indemnitee may have to any third party not affiliated with any member of the Medtronic Group or the SplitCo Group for any indirect, special, punitive or consequential damages.

SECTION 6.11. Covenant Not to Sue.

Each Party hereby covenants and agrees that none of it, the members of its Group or any Person claiming on behalf of it or its Group shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any Governmental Authority, alleging that: (a) the assumption or retention of any SplitCo Liabilities by SplitCo or any other member of the SplitCo Group on the terms and conditions set forth in this Agreement or any Ancillary Agreement is void or unenforceable for any reason; (b) the assumption or retention of any Medtronic Liabilities by Medtronic or any other member of the Medtronic Group on the terms and conditions set forth in this Agreement or any Ancillary Agreement is void or unenforceable for any reason; or (c) the provisions of this Article VI are void or unenforceable for any reason.

SECTION 6.12. Management of Actions. This Section 6.12 shall govern the management and direction of pending and future Actions in which members of the Medtronic Group or the SplitCo Group are named as parties, but shall not alter the allocation of Liabilities set forth in Article II.

(a) From and after the Separation Closing, the SplitCo Group shall direct the defense or prosecution of, and otherwise manage, any (i) Actions set forth on Schedule XI and (ii) Actions (other than Actions set forth on Schedule XII or Schedule XIII) that solely relate to (A) the SplitCo Business, SplitCo Liabilities or SplitCo Assets or (B) activities of the SplitCo Group following the Separation Closing (such Actions in clauses (i) and (ii), “SplitCo Actions”). If a member of the Medtronic Group is named as a party or otherwise made subject to any SplitCo Action, (x) SplitCo and Medtronic shall use their reasonable best efforts to have SplitCo substituted for such member of the Medtronic Group (or to otherwise cause such member of the Medtronic Group to be removed as a party to such SplitCo Action) and (y) such member of the Medtronic Group shall not admit any liability with respect to, or settle, compromise or discharge, such SplitCo Action without the prior written consent of SplitCo (such consent not to be unreasonably withheld, conditioned or delayed).

(b) From and after the Separation Closing, the Medtronic Group shall direct the defense or prosecution of, and otherwise manage, any (i) Actions set forth on Schedule XII and (ii) Actions (other than Actions set forth on Schedule XI or Schedule XIII) that solely relate to (A) the Medtronic Business, Medtronic Liabilities or Medtronic Assets or (B) activities of the Medtronic Group following the Separation Closing (such Actions in clauses (i) and (ii), “Medtronic Actions”). If a member of the SplitCo Group is named as a party or otherwise made subject to any Medtronic Action, (x) Medtronic and SplitCo shall use their reasonable best efforts to have Medtronic substituted for such member of the SplitCo Group (or to otherwise cause such member of the SplitCo Group to be removed as a party to such SplitCo Action) and (y) such member of the SplitCo Group shall not admit any liability with respect to, or settle, compromise or discharge, such Medtronic Action without the prior written consent of Medtronic (such consent not to be unreasonably withheld, conditioned or delayed).

(c) From and after the Separation Closing, the Parties shall separately but cooperatively manage (including as co-defendants or co-plaintiffs or Actions in which only one Party is named) any (i) Actions set forth in Schedule XIII and (ii) Actions (other than Actions set forth on Schedule XI or Schedule XII) that relate to both the Medtronic Business, Medtronic Assets or Medtronic Liabilities, on the one hand, and the SplitCo Business, SplitCo Assets or SplitCo Liabilities, on the other hand (such Actions in clauses (i) and (ii), the “Mixed Actions”).

The Parties shall reasonably cooperate and consult with each other, and to the extent legally permissible and necessary or advisable, maintain a joint defense in a manner that would preserve for both Parties and their respective Affiliates any attorney-client privilege, joint defense or other privilege with respect to any Mixed Action. In any Mixed Action, each of Medtronic and SplitCo may pursue separate defenses, claims, counterclaims or settlements to those claims relating to the Medtronic Business or the SplitCo Business, respectively; provided that each Party shall in good faith use its reasonable best efforts to avoid adverse effects on the other Party.

(d) No Party managing an Action pursuant to Section 6.12(a) or (b) shall consent to entry of any judgment or enter into any settlement of or compromise any such Action without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed) if such entry of judgment, settlement or compromise (i) contains any finding or admission of any violation of Law or any violation of the rights of any Person by such other Party, (ii) would result in any non-monetary remedy or relief being imposed upon any member of such other Party’s Group (other than customary non-disclosure obligations) or (iii) to the extent such other Party (or a member of such other Party’s Group) is named as a party to such Action, does not include a full and unconditional release of such other Party (or such member of such other Party’s Group).

(e) Notwithstanding anything to the contrary herein, in the event any such pending or future Action requires, results in or relates to any Real Property Remedial Action, such Real Property Remedial Action shall be managed in accordance with the provisions of Schedule XIX.

SECTION 6.13. TMA Governs. The above provisions of Section 6.05, Section 6.06 and Section 6.12 do not apply to Taxes (it being understood and agreed that Taxes and Tax matters, including the control of Tax Contests, shall be governed by the TMA).

SECTION 6.14. Additional Environmental Terms and Procedures. Notwithstanding any provision of this Agreement to the contrary, Schedule XIX shall govern the conduct and management of any Environmental Liabilities that are subject to indemnification or reimbursement pursuant to this Agreement.

Article VII

Access to Information; Confidentiality

SECTION 7.01. Agreement for Exchange of Information; Archives.

(a) Except in the case of an Adversarial Action or threatened Adversarial Action, and subject to Section 7.01(b) and each Party’s applicable document retention and destruction policies as in effect from time to time, each of Medtronic and SplitCo, on behalf of its respective Group, shall provide, or cause to be provided, to the other Party, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) created on or prior to the Separation Date that remains in the possession or under the control of such respective Group, which Medtronic or SplitCo, or any member of its respective Group, as applicable, reasonably needs (i) at any time after the Separation Closing, to comply with reporting, disclosure, filing, notification or other requirements applicable to Medtronic or SplitCo, or any member of its respective Group, as applicable (including under applicable securities laws), by any national securities exchange or by any Governmental Authority having jurisdiction over Medtronic or SplitCo, or any member of its respective Group, as applicable, (ii) at any time after the Separation Closing, but prior to the fifth (5th) anniversary of the Separation Date, for use in any other judicial, regulatory, administrative or other Action, internal investigation or internal audit or in order to satisfy audit, accounting, regulatory, litigation, regulatory request for information or other similar requirements or (iii) at any time after the Separation Closing, to comply with its obligations under this Agreement, any Ancillary Agreement or any other Contract in effect as of the Separation Closing. The receiving Party shall use any Information received pursuant to this Section 7.01(a) solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clause (i), (ii) or (iii) of the immediately preceding sentence.

(b) In the event that either Medtronic or SplitCo reasonably determines that the disclosure of any Information pursuant to Section 7.01(a) could (i) be competitively sensitive, (ii) violate any Law or Contract or (iii) waive or jeopardize any attorney-client privilege or attorney work product protection for which such Party has the sole right to control the assertion or waiver under Section 7.08, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that, if any access or Information is withheld by a Party pursuant to this Section 7.01(b), such Party shall inform the other Party as to the general nature of what is being withheld and the basis for withholding such access or Information, and both Parties shall use reasonable best efforts to permit compliance with Section 7.01(a) in a manner that avoids any such harm or consequence. Both Medtronic and SplitCo intend that any provision of access to or the furnishing of Information pursuant to this Section 7.01 that would otherwise be within the ambit of any legal privilege shall not operate as waiver of such privilege.

(c) Notwithstanding anything to the contrary herein, nothing in this Section 7.01 shall apply to the provision of any Information to the extent relating to Tax matters or Tax Records (such matters being governed by the TMA) or employee, compensation and benefits matters (such matters being governed by the EMA).

SECTION 7.02. Ownership of Information. The provision of Information to a requesting Party hereunder shall not be deemed, in and of itself, to transfer ownership of such Information. Except as specifically set forth herein or in the Ancillary Agreements, nothing herein shall be construed as granting or conferring rights of license or otherwise in any such Information.

SECTION 7.03. Compensation for Providing Information. The Party receiving access to any Information pursuant to this Article VII shall reimburse the providing Party for the reasonable costs, if any, in complying with a request for Information pursuant to this Article VII.

SECTION 7.04. Record Retention. To facilitate the possible exchange of Information pursuant to this Article VII and other provisions of this Agreement, each Party shall and shall cause each other member of such Party’s respective Group, and solely with respect to the Information required to be shared under this Article VII, (a) implement and maintain commercially reasonable and legally compliant information retention policies and procedures applicable to its systems and any records of the other Party in its possession (including quality records, FCA records and similar records) and (b) use reasonable best efforts to comply with such policies.

For the avoidance of doubt, such policies and procedures set forth in the preceding clause (a) and (b) shall be deemed to apply solely to any Information in a Party’s possession or control on or after the Separation Date relating to (i) the other Party or any member of its Group or (ii) any Liabilities for which the other Party or members of its Group are responsible under this Agreement or any Ancillary Agreement. The Parties agree that Medtronic’s information retention policies and procedures currently in use as of the date of this Agreement are deemed to be commercially reasonable and legally compliant for purposes of the foregoing clauses (a) and (b). In addition to the foregoing, each Party shall establish, continue and enforce legally compliant information retention policies and procedures (including, litigation holds, legal hold notices and similar preservation measures where applicable) so as to preserve potentially relevant Information and mitigate the risk of sanctions for loss or destruction of materials in pending or future reasonably anticipated litigation, investigations or regulatory matters, including, for the avoidance of doubt, all matters identified in Schedule XI, Schedule XII and Schedule XIII. Notwithstanding anything to the contrary set forth in this Section 7.04, Tax Records in the Information shall be retained in compliance with any additional retention protocols set forth in the TMA and, in case of conflict, the TMA shall prevail.

SECTION 7.05. Disclosure and Financial Reporting.

(a) Reporting Period Obligations. The Parties agree that the obligations set forth in this Section 7.05(a) shall apply for so long as Medtronic Parent is required under GAAP to consolidate the results of operations and financial position of SplitCo and any other members of the SplitCo Group, or account for its investment in SplitCo or any other member of the SplitCo Group under the equity method of accounting (determined in accordance with GAAP consistently applied and consistent with Commission reporting requirements), including if any restatement is required with respect to such period (the “Reporting Period”). SplitCo shall provide all information, cooperation and support reasonably necessary for Medtronic Parent to comply with applicable financial reporting and disclosure requirements promulgated or enforced by the Commission and any other applicable governing bodies and local regulators:

(i) Disclosure and Financial Controls. SplitCo will, and will cause each other member of the SplitCo Group to, maintain, as of and after the Separation Date, (i) disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15 and (ii) internal systems and procedures that provide reasonable assurance that (A) SplitCo’s Financial Statements are reliable and timely prepared in accordance with GAAP and applicable Law, (B) all transactions of members of the SplitCo Group are recorded as necessary to permit the preparation of SplitCo’s Financial Statements, (C) the receipts and expenditures of members of the SplitCo Group are authorized at the appropriate level within SplitCo and (D) unauthorized use or disposition of the assets of any member of the SplitCo Group that could have a material effect on SplitCo’s Financial Statements is prevented or detected and communicated in a timely manner.

(ii) Fiscal Year and Monthly Accounting Periods. SplitCo will, and will cause each member of the SplitCo Group to, maintain a fiscal year for purposes of GAAP reporting that commences and ends on the same calendar days as Medtronic Parent’s fiscal year commences and ends and maintain monthly accounting periods for purposes of GAAP reporting that commence and end on the same calendar days as Medtronic Parent’s monthly accounting periods commence and end.

(iii) Financial Reporting. SplitCo will, and will cause each member of the SplitCo Group to, deliver to Medtronic Parent monthly, quarterly and annual financial reports and such supporting schedules, workpapers, and other financial information, as Medtronic Parent may reasonably request in accordance with Medtronic Parent’s policies, procedures, practices and timelines with respect to the provision of financial information to Medtronic Parent in effect as of the Separation Date, as such policies, procedures, practices and timelines may be reasonably modified by Medtronic Parent from time to time. SplitCo shall deliver such information within such timeframes as Medtronic Parent may reasonably specify to meet its reporting calendar, provided that Medtronic Parent shall provide SplitCo with reasonable advance notice of its reporting requirements and deadlines.

(iv) Quarterly and Annual Financial Statements. As soon as practicable after the end of each quarterly and annual accounting period of SplitCo, SplitCo will deliver to Medtronic Parent drafts of (A) the consolidated financial statements of SplitCo and notes thereto (including all underlying schedules, workpapers, reconciliations, analyses, tie‑outs, and other support reasonably necessary for Medtronic Parent to prepare its consolidated financial statement footnotes and related disclosures) for such period, including applicable comparisons to prior periods, all in reasonable detail and prepared in accordance with Regulation S-X and GAAP and (B) a discussion and analysis by management of the SplitCo Group’s financial condition and results of operations for such period, including an explanation of any material period-to-period change and any off-balance sheet transactions, all in reasonable detail and prepared in accordance with Items 303(a) and 305 of Regulation S-K (the information set forth in clauses (A) and (B), the “Financial Statements”). From and after the delivery of such draft Financial Statements, SplitCo shall deliver to Medtronic Parent all revisions to such drafts as and when such revisions are made. No later than one (1) Business Day prior to the date SplitCo publicly files any Financial Statements with the Commission or otherwise makes such Financial Statements publicly available, SplitCo will deliver to Medtronic Parent the final form of such Financial Statements; provided, however, that SplitCo may continue to revise such Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes so long as such corrections and changes are delivered to Medtronic Parent by SplitCo as soon as practicable, and in any event within eight (8) hours of the making thereof; provided, further, that Medtronic Parent’s and SplitCo’s financial representatives will actively consult with each other regarding any changes that SplitCo considers making to the Financial Statements and related disclosures during the period after delivery of the final form of Financial Statements pursuant to this sentence. In addition, SplitCo shall notify Medtronic Parent within eight (8) hours after any officer, employee, or agent of SplitCo becomes aware of (a) any error, inaccuracy, or omission in any Financial Statements or other financial information previously delivered to Medtronic Parent that could reasonably be expected to affect Medtronic Parent’s financial statements or Commission filings, or (b) any significant deficiency or material weakness in the design or operation of internal controls over financial reporting. Notwithstanding anything to the contrary in this (iv), Medtronic Parent and SplitCo will use reasonable best efforts to ensure that its Financial Statements for any fiscal period are filed in accordance with the scheduling requirements set forth on Schedule XVI, unless otherwise required by applicable Law.

(v) SplitCo Reports Generally. SplitCo shall, and shall cause each other member of the SplitCo Group that files information with the Commission to, deliver to Medtronic Parent drafts, as soon as the same are prepared, of (A) all releases, reports, notices and proxy and information statements to be sent or made available by any such member of the SplitCo Group to its security holders or the public, (B) all regular, periodic and other reports to be filed or furnished under Sections 13, 14 and 15 of the Exchange Act (including reports on Forms 10-K, 10-Q and 8-K and annual reports to shareholders) and (C) all registration statements and prospectuses to be filed by any such member of the SplitCo Group with the Commission or any securities exchange (the documents identified in clauses (A), (B) and (C), the “SplitCo Public Documents”). From and after the delivery of such draft SplitCo Public Documents, SplitCo shall, and shall cause each such other member of the SplitCo Group to, deliver to Medtronic Parent all material revisions to such drafts as and when such revisions are made. No later than five (5) Business Days (or, with respect to reports on Form 8-K, no later than one (1) Business Day) prior to the earliest of the dates the same are printed, sent or filed, SplitCo shall, and shall cause each such other member of the SplitCo Group to, deliver to Medtronic Parent substantially final drafts of SplitCo Public Documents; provided, however, that SplitCo may continue to revise such SplitCo Public Documents prior to the filing thereof so long as any such revisions are delivered to Medtronic Parent by SplitCo as soon as practicable, and in any event within eight (8) hours of the making thereof; provided, further, that Medtronic Parent’s and SplitCo’s financial representatives will actively consult with each other regarding any changes that SplitCo considers making to the SplitCo Public Documents and related disclosures during the period prior to any anticipated filing with the Commission. In addition, SplitCo shall notify Medtronic Parent immediately upon becoming aware of any event or circumstance that could reasonably be expected to require disclosure in a Form 8-K filing by SplitCo or Medtronic Parent. To the extent that both Medtronic Parent and SplitCo are required to file a Form 8-K in connection with the same or a related triggering event, the parties shall coordinate in good faith with respect to the timing of such filings; provided, that Medtronic Parent shall have the right to file its Form 8-K immediately prior to the filing of SplitCo’s Form 8-K in connection with such triggering event. Notwithstanding anything to the contrary in this Section 7.05(a)(v), SplitCo will not file its Form 10-K or Form 10-Q for the corresponding fiscal period with the Commission prior to the time that Medtronic Parent files its Form 10-K or Form 10-Q for the corresponding fiscal period with the Commission unless otherwise required by applicable Law.

(vi) Budgets and Financial Projections. SplitCo will deliver to Medtronic Parent budgets and financial projections relating to SplitCo on a consolidated basis consistent with the manner and timing that SplitCo prepared such information as of the Separation Date in accordance with Medtronic Parent’s policies, procedures, practices and timelines with respect to the preparation of budgets and financial projections in effect as of the Separation Date, as such policies, procedures, practices and timelines may be reasonably modified by Medtronic Parent from time to time. SplitCo will provide Medtronic Parent an opportunity to meet with management of SplitCo to discuss such budgets and projections (it being understood that such obligation shall not grant Medtronic Parent any control over or authority with regards to SplitCo’s budgets and financial projections); provided, that, for the avoidance of doubt, SplitCo shall have sole and exclusive authority over the preparation, approval and implementation of its budgets and financial projections.

(vii) Additional Information. SplitCo shall promptly deliver to Medtronic Parent any financial and other data with respect to the SplitCo Group and its business, properties, financial position, results of operations and prospects as is reasonably requested by Medtronic Parent in connection with the preparation of Medtronic Parent’s annual and quarterly financial statements and reports. Such information shall include, on a quarterly basis, comprehensive reports identifying all internal control deficiencies (regardless of severity level) and copies of all internal audit reports completed during such quarter, together with management’s remediation plans and status updates.

(viii) Earnings Releases and Financial Guidance. SplitCo and Medtronic Parent will consult with each other as to the timing of their annual and quarterly earnings releases and any interim financial guidance for a current or future period and will give each other the opportunity to review the information therein relating to the SplitCo Group and to comment thereon. Medtronic Parent and SplitCo will use their reasonable best efforts to issue their respective annual and quarterly earnings releases, and to hold any related conference calls, in accordance with the scheduling requirements set forth on Schedule XVI. No later than three (3) Business Days prior to the date that SplitCo intends to publish its regular annual or quarterly earnings release or any financial guidance for a current or future period, SplitCo will deliver to Medtronic Parent copies of drafts of all related press releases, investor presentations and other statements to be made available to SplitCo’s employees or to the public; provided, that SplitCo shall also deliver substantially final drafts of any such materials at least one (1) Business Day prior to the issuance thereof, and shall consult with Medtronic Parent regarding any changes (other than typographical or other similar minor changes) to such substantially final drafts. Notwithstanding anything to the contrary in this Section 7.05(a)(viii), SplitCo will not issue its annual and quarterly earnings releases for a fiscal period prior to the time that Medtronic Parent issues its earnings release for the corresponding fiscal period without the express consent of Medtronic Parent unless otherwise required by applicable Law.

(ix) Cooperation on Medtronic Filings. SplitCo will cooperate fully with Medtronic Parent to the extent reasonably requested by Medtronic Parent in the preparation of (A) all releases, reports, notices and proxy and information statements to be sent or made available by any member of the Medtronic Group to its security holders or the public, (B) all regular, periodic and other reports to be filed or furnished under Sections 13, 14 and 15 of the Exchange Act (including reports on Forms 10-K, 10-Q and 8-K and annual reports to shareholders) and (C) all registration statements and prospectuses to be filed by any member of the Medtronic Group with the Commission or any securities exchange (the documents identified in clauses (A), (B) and (C), the “Medtronic Public Documents”). SplitCo agrees to provide to Medtronic Parent all information that Medtronic Parent reasonably requests in connection with any Medtronic Public Documents or that, in the judgment of Medtronic Parent’s counsel, is required to be disclosed or incorporated by reference therein under applicable Law. SplitCo will provide such information in a timely manner on the dates reasonably requested by Medtronic Parent (which may be earlier than the dates on which SplitCo otherwise would be required to have such information available) to enable Medtronic Parent to prepare, print and release all Medtronic Public Documents on such dates as Medtronic Parent may determine. SplitCo will use its reasonable best efforts to cause the SplitCo Auditors to consent to any reference to them as experts in any Medtronic Public Documents required under applicable Law. If and to the extent requested by Medtronic Parent, SplitCo will diligently and promptly review all drafts of such Medtronic Public Documents and prepare in a diligent and timely fashion any portion of such Medtronic Public Documents pertaining to SplitCo. Prior to any printing or public release of any Medtronic Public Document, an appropriate executive officer of SplitCo will, if requested by Medtronic Parent, certify that the information relating to any member of the SplitCo Group or the SplitCo Business in such Medtronic Public Document is accurate, true, complete and correct in all material respects. Unless otherwise required by applicable Law, SplitCo will not publicly release any financial or other information that conflicts with the information with respect to any member of the SplitCo Group or the SplitCo Business that is included in any Medtronic Public Document without Medtronic Parent’s prior written consent. Prior to the release or filing thereof, Medtronic Parent will provide SplitCo with a draft of any portion of a Medtronic Public Document containing information relating to the SplitCo Group and will give SplitCo an opportunity to review such information and comment thereon; provided that Medtronic Parent will determine in its sole and absolute discretion the final form and content of all Medtronic Public Documents.

(x) Selection of SplitCo Auditors. Unless required by Law, SplitCo will not select an accounting firm other than PricewaterhouseCoopers LLP (or its affiliate accounting firms) (unless so directed by Medtronic Parent in accordance with a change by Medtronic Parent in its accounting firm) to serve as its independent certified public accountants (“SplitCo Auditors”) without Medtronic Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

(xi) Information Needed by Auditors. SplitCo shall provide all required financial information with respect to the SplitCo Group to the SplitCo Auditors in a sufficient and reasonable time and in sufficient detail to permit the SplitCo Auditors to take all steps and provide all reviews necessary to provide sufficient assistance to PricewaterhouseCoopers LLP (the “Medtronic Auditors”) with respect to information to be included or contained in Medtronic Parent’s annual and quarterly financial statements.

(xii) Access to SplitCo Auditors. SplitCo will authorize the SplitCo Auditors to make available to the Medtronic Auditors both the personnel who performed, or are performing, the annual audit and quarterly reviews of SplitCo and work papers related to the annual audit and quarterly reviews of SplitCo, in all cases within a reasonable time prior to the SplitCo Auditors’ opinion date, so that the Medtronic Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the SplitCo Auditors as it relates to the Medtronic Auditors’ report on Medtronic Parent’s financial statements, all within sufficient time to enable Medtronic Parent to meet its timetable for the printing, filing and public dissemination of Medtronic Parent’s annual financial statements.

(xiii) Access to Records. If Medtronic Parent determines in good faith that there may be some inaccuracy in the financial statements of a member of the SplitCo Group or a deficiency or inadequacy in the internal accounting controls or operations of a member of the SplitCo Group that could materially impact Medtronic Parent’s financial statements, at Medtronic Parent’s request, SplitCo will provide the Medtronic Auditors and Medtronic Parent’s other representatives with access to the SplitCo Group’s books and records so that Medtronic Parent may conduct reasonable audits relating to the financial statements provided by SplitCo under this Agreement as well as to the internal accounting controls and operations of the SplitCo Group.

(xiv) Notice of Changes. SplitCo will give Medtronic Parent as much prior notice as reasonably practicable of any proposed determination of, or any significant changes in, SplitCo’s accounting estimates or accounting policies and principles from those in effect on the Separation Date. SplitCo will consult with Medtronic Parent and, if requested by Medtronic Parent, SplitCo will consult with the Medtronic Auditors with respect thereto. Unless otherwise required by applicable Law, SplitCo will not make any such determination or changes without Medtronic Parent’s prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in SplitCo’s or Medtronic Parent’s financial statements as filed with the Commission or otherwise publicly disclosed therein.

(xv) Special Reports of Deficiencies or Violations. SplitCo will report in reasonable detail to Medtronic Parent the following events or circumstances promptly after any executive officer of SplitCo or any member of the board of directors of SplitCo becomes aware of such matter: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect SplitCo’s ability to record, process, summarize and report financial information, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in SplitCo’s internal controls over financial reporting, (iii) any illegal act within the meaning of Section 10A(b) and (f) of the Exchange Act, (iv) any report of a material violation of Law that an attorney representing any member of the SplitCo Group has formally made to any officers or directors of SplitCo pursuant to the Commission’s attorney conduct rules, (v) any determination that there may be some inaccuracy in the financial statements of a member of the SplitCo group or a deficiency or inadequacy in the internal accounting controls or operations of a member of the SplitCo Group that could materially impact Medtronic Parent’s Financial Statements and (vi) the occurrence of any event following a reporting period that would reasonably be expected to be required by GAAP to be disclosed as a subsequent event in the consolidated financial statements of Medtronic Parent or SplitCo.

(xvi) Certifications. In order to enable the principal executive officer(s) and principal financial and accounting officer(s) (as such terms are defined in the rules and regulations of the Commission) of Medtronic Parent to make any certifications required of them under Section 302 or 906 of the Sarbanes-Oxley Act of 2002, SplitCo shall, within a reasonable period of time following a request from Medtronic Parent in anticipation of filing such reports, cause its principal executive officer(s), principal accounting officer(s) and principal financial officer(s) to provide Medtronic Parent with certifications of such officers, in a form reasonably acceptable to Medtronic Parent, in support of the certifications of Medtronic Parent’s principal executive officer(s) and principal financial officer(s) required under Section 302 or 906 of the Sarbanes-Oxley Act of 2002 with respect to each Quarterly Report on Form 10-Q and Annual Report on Form 10-K of Medtronic Parent for which Medtronic Parent is required by Law to consolidate the financial results or financial position of SplitCo and any other members of the SplitCo Group in its financial statements (either on a consolidation or equity accounting basis, determined in accordance with GAAP and consistent with Commission reporting requirements) or complete a financial statement audit for any period during which the financial results or financial position of the SplitCo Group were consolidated with those of Medtronic Parent.

(xvii) Designees. Except as expressly set forth in this Section 7.05, all reports, drafts, statements, data, certifications or other information required to be delivered to a Party pursuant to this Section 7.05 shall be required to be delivered to the designees of such Party set forth on Schedule XVI. Each Party may, by notice to the other Party, change the designees to which such information is required to be delivered.

(b) Post-Reporting Period Audit Obligations. Following the end of the Reporting Period, the Parties agree that the obligations set forth in this subsection (b) shall apply for so long as Medtronic Parent’s financial statements are subject to audit or review for financial reporting purposes under the Irish Companies Act 2014, as amended, or the Securities Exchange Act of 1934, as amended, for any fiscal year or interim period during which the Reporting Period occurred, which period shall end upon the later of the filing of Medtronic Parent’s Form 10-K with the Commission and Medtronic Parent’s Irish statutory financial statements with the Irish Companies Registration Office for the final fiscal year in which the Reporting Period occurred, including if any restatement is required with respect to such period. During such period, SplitCo shall:

(i) Cooperation on Medtronic Filings. SplitCo will cooperate fully with Medtronic Parent and provide such schedules, workpapers, footnote support schedules, and other financial information as Medtronic Parent may reasonably request to complete its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K for periods that include any portion of the Reporting Period.

(ii) Selection of SplitCo Auditors. Unless required by Law, SplitCo will not select an accounting firm other than PricewaterhouseCoopers LLP (or its affiliate accounting firms) (unless so directed by Medtronic Parent in accordance with a change by Medtronic Parent in its accounting firm) to serve as its SplitCo Auditors without Medtronic Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed, for so long as Medtronic Parent’s financial statements remain subject to audit or review under the Irish Companies Act 2014 or the Securities Exchange Act of 1934 for any fiscal year or interim period during which the Reporting Period occurred.

(iii) Access to SplitCo Auditors. SplitCo will authorize the SplitCo Auditors to make available to the Medtronic Auditors both the personnel who performed, or are performing, the annual audit and quarterly reviews of SplitCo and work papers related to the annual audit and quarterly reviews of SplitCo, in all cases within a reasonable time prior to the SplitCo Auditors’ opinion date, so that the Medtronic Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the SplitCo Auditors as it relates to the Medtronic Auditors’ report on Medtronic Parent’s financial statements, all within sufficient time to enable Medtronic Parent to meet its timetable for the printing, filing and public dissemination of Medtronic Parent’s annual financial statements.

(iv) Access to Records. If Medtronic Parent determines in good faith that there may be some inaccuracy in the financial statements of a member of the SplitCo Group or a deficiency or inadequacy in the internal accounting controls or operations of a member of the SplitCo Group relating to the Reporting Period that could materially impact Medtronic Parent’s financial statements, at Medtronic Parent’s request, SplitCo will provide the Medtronic Auditors and Medtronic Parent’s other representatives with access to the SplitCo Group’s books and records relating to the Reporting Period so that Medtronic Parent may conduct reasonable audits relating to the financial statements provided by SplitCo under this Agreement as well as to the internal accounting controls and operations of the SplitCo Group during the Reporting Period.

(v) Special Reports of Deficiencies or Violations. SplitCo will report in reasonable detail to Medtronic Parent promptly upon discovery of: (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that existed during the Reporting Period which are reasonably likely to have adversely affected SplitCo’s ability to record, process, summarize and report financial information during such period, (B) any fraud, whether or not material, that involves management or other employees who have a significant role in SplitCo’s internal controls over financial reporting that occurred during the Reporting Period, (C) any illegal act within the meaning of Section 10A(b) and (f) of the Exchange Act that occurred during the Reporting Period, (D) any report of a material violation of Law that an attorney representing any member of the SplitCo Group has formally made to any officers or directors of SplitCo pursuant to the Commission’s attorney conduct rules relating to the Reporting Period, (E) any determination that there may be some inaccuracy in the financial statements of a member of the SplitCo Group or a deficiency or inadequacy in the internal accounting controls or operations of a member of the SplitCo Group relating to the Reporting Period that could materially impact Medtronic Parent’s financial statements and (F) the occurrence of any event following a reporting period within the Reporting Period that would reasonably be expected to be required by GAAP to be disclosed as a subsequent event in the consolidated financial statements of Medtronic Parent or SplitCo.

(vi) Designees. Except as expressly set forth in this subsection (b), all reports, drafts, statements, data, or other information required to be delivered to a Party pursuant to this subsection (b) shall be required to be delivered to the designees of such Party set forth on Schedule XVI. Each Party may, by notice to the other Party, change the designees to which such information is required to be delivered.

SECTION 7.06. No Liability. Neither Medtronic nor SplitCo shall have any Liability to the other Party in the event that any Information exchanged or provided pursuant to this Agreement that is an estimate or forecast, or that is based on an estimate or forecast, is found to be inaccurate in the absence of willful misconduct by the providing Person. Neither Medtronic nor SplitCo shall have any Liability to the other Party hereunder if any Information is destroyed after reasonable best efforts by SplitCo or Medtronic, as applicable, to comply with the provisions of Section 7.04.

SECTION 7.07. Production of Witnesses; Records; Cooperation. (a) Without limiting any of the rights or obligations or the Parties pursuant to Section 7.01 or Section 7.04, after the Separation Date, except in the case of an Adversarial Action or threatened or contemplated Adversarial Action, each of Medtronic and SplitCo shall cooperate with and provide reasonable assistance to the other Party in connection with any Action (whether threatened or contemplated) or internal investigation or audit in which the other Party or any Person in its Group may from time to time be involved. Such cooperation and assistance shall include, upon written request and to the extent reasonably practicable, making individuals available for interviews, depositions, testimony or other participation, and providing access to books, records and other documents within the assisting Party’s control and possession. The requesting Party shall bear all reasonable costs and expenses in connection therewith.

(b) Without limiting the foregoing, Medtronic and SplitCo shall use their reasonable best efforts to cooperate and consult with each other to the extent reasonably necessary with respect to any Actions, threatened or contemplated Actions or internal investigations or internal audits (including in connection with preparation for any such Action, investigation or audit), other than an Adversarial Action or threatened or contemplated Adversarial Action.

(c) The obligation of Medtronic and SplitCo to use reasonable best efforts to make available former, current and future directors, officers, employees and other personnel and agents or provide witnesses and experts pursuant to this Section 7.07 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to make available employees and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict (other than in the case of any Adversarial Action or threatened or contemplated Adversarial Action).

SECTION 7.08. Privileged Matters. (a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Separation Closing (whether by outside counsel, in-house counsel or other legal professionals) have been and will be rendered for the collective benefit of each of the members of the Medtronic Group and the SplitCo Group, and that each of the members of the Medtronic Group and the SplitCo Group shall be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith. The Parties recognize that legal and other professional services will be provided following the Separation Closing, which services will be rendered solely for the benefit of the Medtronic Group or the SplitCo Group, as the case may be.

(b) The Parties agree as follows:

(i) Medtronic shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information: (x) that relates solely to the Medtronic Business and not to the SplitCo Business; or (y) that relates solely to any Medtronic Assets or Medtronic Liabilities and not any SplitCo Assets or SplitCo Liabilities in connection with any Actions that are now pending or may be asserted in the future, whether or not the privileged Information is in the possession or under the control of any member of the Medtronic Group or any member of the SplitCo Group. Any disclosure of Medtronic’s privileged Information shall require Medtronic’s prior written consent.

(ii) SplitCo shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any privileged Information: (x) created after the Separation Date that relates solely to the SplitCo Business and not to the Medtronic Business; or (y) created after the Separation Date that relates solely to any SplitCo Assets or SplitCo Liabilities and not any Medtronic Assets or Medtronic Liabilities in connection with any Actions that are now pending or may be asserted in the future. Any disclosure of SplitCo’s privileged Information shall require SplitCo’s prior written consent.

(iii) Medtronic and SplitCo shall jointly control the assertion or waiver of all privileges and immunities in connection with any privileged Information created before the Separation Date that relates solely to the SplitCo Business, SplitCo Assets, or SplitCo Liabilities in connection with any Actions that are now pending or may be asserted in the future; provided that neither Party may waive such privilege without the other Party’s prior written consent.

(iv) If the Parties do not agree as to whether certain information is privileged Information, then such Information shall be treated as privileged Information, and the Party that believes that such information is privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information until such time as it is finally judicially determined that such information is not privileged Information or unless the Parties otherwise agree.

(c) Subject to the remaining provisions of this Section 7.08, the Parties agree that Medtronic shall be entitled, in perpetuity, to control the assertion or waiver with respect to all privileges and immunities not allocated pursuant to Section 7.08(b) in connection with any Actions or threatened or contemplated Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement. Upon the reasonable request of Medtronic, in connection with any Action or threatened or contemplated Action contemplated by this Article VII, other than any Adversarial Action or threatened or contemplated Adversarial Action, Medtronic and SplitCo will enter into a mutually acceptable common interest agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of any member of either Group.

(d) If any dispute arises between the Parties or any members of their respective Group regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party or any member of their respective Groups, each Party agrees that it shall (i) negotiate with the other Party in good faith, (ii) endeavor to minimize any prejudice to the rights of the other Party and the members of its Group and (iii) not unreasonably withhold, delay or condition consent to any request for waiver by the other Party.

(e) Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request (or of written notice that it will or has received such subpoena, discovery or other request) that may reasonably be expected to result in the production or disclosure of privileged Information subject to a shared privilege or immunity or as to which the other Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge or becomes aware that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests (or have received written notice that they will or have received such subpoena, discovery or other requests) that may reasonably be expected to result in the production or disclosure of such privileged Information, such Party shall promptly notify the other Party of the existence of any such subpoena, discovery or other request and shall provide the other Party a reasonable opportunity to review the privileged Information and to assert any rights it or they may have under this Section 7.08 or otherwise, to prevent the production or disclosure of such privileged Information; provided that if such Party is prohibited by applicable Law from disclosing the existence of such subpoena, discovery or other request, such Party shall provide written notice of such related information for which disclosure is not prohibited by applicable Law and use reasonable best efforts to inform the other Party of any related information such Party reasonably determines is necessary or appropriate for the other Party to be informed of to enable the other Party to review the privileged Information and to assert its rights, under this Section 7.08 or otherwise, to prevent the production or disclosure of such privileged Information.

(f) The Parties agree that their respective rights to any access to Information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise. The Parties further agree that (i) the exchange by one Party to the other Party of any Information that should not have been exchanged pursuant to the terms of Section 7.09 shall not be deemed to constitute a waiver of any privilege or immunity that has been or may be asserted under this Agreement or otherwise with respect to such privileged Information and (ii) the Party receiving such privileged Information shall promptly return such privileged Information to the Party who has the right to assert the privilege or immunity.

SECTION 7.09. Confidential Information.

(a) Each of Medtronic and SplitCo, on behalf of itself and each Person in its respective Group, agrees to hold, and cause its and their respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to hold, in strict confidence, not release or disclose, and protect, with at least the same degree of care, but no less than a reasonable degree of care, that Medtronic applies to its own confidential and proprietary information pursuant to policies in effect immediately prior to the Separation Date, all Information concerning the other Group or its business that is either in its possession (including Information in its possession prior to the Separation Closing) or furnished by the other Group or its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement, and shall not use any such Information other than for such purposes as shall be expressly permitted hereunder, except, in each case, to the extent that such Information is (i) in the public domain through no fault of any member of the Medtronic Group or the SplitCo Group, as applicable, or any of its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives, (ii) later lawfully acquired from other sources by any member of the Medtronic Group or the SplitCo Group, as applicable, or any of its respective directors, officers, employees, agents, accountants, counsel or other advisors or representatives, as applicable, which sources are not themselves bound by a confidentiality obligation to the knowledge of any member of the Medtronic Group or the SplitCo Group, as applicable, (iii) independently generated after the date hereof without reference to any proprietary or confidential Information of the Medtronic Group or the SplitCo Group, as applicable, or (iv) required to be disclosed by Law; provided, however, that the Person required to disclose such Information pursuant to this clause (iv) gives the applicable Person prompt, and to the extent reasonably practicable and legally permissible, prior notice of such disclosure and an opportunity to contest such disclosure and shall use reasonable best efforts to cooperate, at the expense of the requesting Person, in seeking any reasonable protective arrangements requested by such Person. In the event that such appropriate protective order or other remedy is not obtained, the Person that is required to disclose such Information shall furnish, or cause to be furnished, only that portion of such Information that is legally required to be disclosed and shall use reasonable best efforts to ensure that confidential treatment is accorded such Information. Notwithstanding the foregoing, each of Medtronic and SplitCo may release or disclose, or permit to be released or disclosed, any such Information concerning the other Group (x) to the members of its Group and its and their respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such Information (who shall be advised of the obligations hereunder with respect to such Information), and (y) prior to the Separation Date, to any nationally recognized statistical rating organization as it reasonably deems necessary, solely for the purpose of obtaining a rating of securities or other debt instruments upon customary terms and conditions; provided, however, that the Party whose Information is being disclosed or released to such rating organization is promptly notified thereof.

(b) Without limiting the foregoing, when any Information concerning the other Group or its business is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, each of Medtronic and SplitCo will, reasonably promptly after the request of the other Party, either return all Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party, as applicable, that it has destroyed such Information, other than, in each case, any such Information electronically preserved or recorded within any computerized data storage device or component (including any hard-drive or database) pursuant to automatic or routine backup or storage procedures.

Article VIII

Insurance

SECTION 8.01. Maintenance of Insurance. Except as otherwise expressly permitted in this Article VIII, Medtronic and SplitCo acknowledge that, as of immediately prior to the Separation Date, Medtronic intends to take such action as it may deem necessary or desirable to remove the members of the SplitCo Group and their respective employees, officers and directors as insured parties under the Medtronic Insurance Policies. Subject to Section 8.02, the SplitCo Group will not be entitled, on or following the Separation Date, absent the mutual agreement of SplitCo and Medtronic, to make any claims for insurance thereunder to the extent such claims are based upon facts, circumstances, events or matters occurring on or after the Separation Date. No member of the Medtronic Group shall be deemed to have made any representation or warranty to a member of the SplitCo Group or otherwise as to the availability of any coverage under any such Medtronic Insurance Policy. Notwithstanding the foregoing, for a period of two (2) years following the Separation Date, Medtronic shall, and shall cause the other members of the Medtronic Group to, use reasonable best efforts to take such actions as are necessary to cause the Medtronic Insurance Policies that immediately prior to the Separation Date provide coverage to or with respect to the SplitCo Liabilities to continue to provide such coverage with respect to acts, omissions or events occurring prior to the Separation Date in accordance with their terms as if the Separation Closing had not occurred.

SECTION 8.02. Claims under Medtronic Insurance Policies.

(a) On and after the Separation Date, the members of each of the Medtronic Group and the SplitCo Group shall have the right to assert Medtronic Policy Pre-Separation Insurance Claims with respect to SplitCo Liabilities and the members of the SplitCo Group shall have the right to participate with Medtronic to resolve such Medtronic Policy Pre-Separation Insurance Claims under the applicable Medtronic Insurance Policies up to the full extent of the applicable and available limits of liability of such Medtronic Insurance Policy. Medtronic shall have primary control over all Medtronic Policy Pre-Separation Insurance Claims for which the Medtronic Group or the SplitCo Group, respectively, bears the underlying loss, subject to the terms and conditions of the relevant policy of insurance governing such control. If a member of the SplitCo Group is unable to assert a Medtronic Policy Pre-Separation Insurance Claim because it is no longer an “insured” under a Medtronic Insurance Policy, then Medtronic shall, to the extent permitted by applicable Law and the terms of such insurance policy, assert such claim in its own name and deliver the Insurance Proceeds to SplitCo.

(b) With respect to Medtronic Policy Pre-Separation Insurance Claims relating to SplitCo Liabilities, whether or not known or reported on or prior to the Separation Date, SplitCo shall, or shall cause the applicable member of the SplitCo Group to, report such claims as soon as practicable to each of Medtronic and the applicable insurer(s), and SplitCo shall, or shall cause the applicable member of SplitCo Group to, jointly, assume and be responsible (including, upon the request of Medtronic, by reimbursement to Medtronic for amounts paid or payable by it) for the reimbursement liability (including any deductible, coinsurance or retention payment) related to its portion of the liability, unless otherwise agreed in writing by Medtronic.

(c) On or before March 1 of each calendar year commencing with the first full calendar year following the Separation Date, SplitCo shall pay to Medtronic an upfront payment (the “Annual Upfront Claims Payment”) in an amount not to exceed $1,000,000 per calendar year. The Annual Upfront Claims Payment shall be determined as follows:

(i) For each calendar year commencing with the first full calendar year following the Separation Date, the Parties shall mutually determine in good faith the Annual Upfront Claims Payment no later than February 1 of such calendar year, taking into account, as applicable, (x) in respect of each calendar year including and after the second full calendar year following the Separation Date, the aggregate amount of Medtronic Policy Pre-Separation Insurance Claims actually paid during the immediately preceding calendar year, and (y) the Parties’ good faith projections of anticipated Medtronic Policy Pre-Separation Insurance Claims for the upcoming calendar year.

(ii) If the Parties are unable to mutually agree on the Annual Upfront Claims Payment by February 1, such amount shall be (x) for the first full calendar year following the Separation Date, Medtronic’s reasonable estimate of such amount and (y) for subsequent calendar years, the aggregate amount of Medtronic Policy Pre-Separation Insurance Claims actually paid during the immediately preceding calendar year.

(d) Following the end of each calendar year, the Parties shall conduct an annual true-up to determine the unused portion of the Annual Upfront Claims Payment for such calendar year (the “Roll-Forward Amount”). Any Roll-Forward Amount shall be carried forward and credited dollar-for-dollar against SplitCo’s Annual Upfront Claims Payment obligation for the immediately succeeding calendar year. The Parties shall cooperate in good faith with respect to the administration and management of the Annual Upfront Claims Payment, including by (i) confirming the Roll-Forward Amount as part of the annual true-up process, and (ii) meeting on an annual basis (or more frequently as reasonably requested by either Party) to discuss the adequacy of the Annual Upfront Claims Payment based on actual Medtronic Policy Pre-Separation Insurance Claims experience and anticipated future Medtronic Policy Pre-Separation Insurance Claims.

(e) To the extent Medtronic advances or otherwise pays any amounts on account of such Medtronic Policy Pre-Separation Insurance Claims that are subject to reimbursement by SplitCo pursuant to this Section 8.02, Medtronic shall invoice SplitCo on a quarterly basis for any such reimbursable amounts, and, to the extent the aggregate amount of such Medtronic Policy Pre-Separation Insurance Claims exceeds the amount of the Annual Upfront Claims Payment actually paid by SplitCo in respect of a calendar year, SplitCo shall remit (or cause to be remitted) payment in full in the amount of such unpaid excess to the account(s) designated in such invoice within thirty (30) days following receipt of each such invoice. Any amounts owed by SplitCo to Medtronic pursuant to this Section 8.02(e) that are not paid within thirty (30) days of Medtronic’s written demand for reimbursement shall bear interest from the date of Medtronic’s payment through the date of SplitCo’s reimbursement at a rate equal to the Cost of Capital.

(f) Each of Medtronic and SplitCo shall, and shall cause each member of the Medtronic Group and SplitCo Group, respectively, to, cooperate and assist the applicable member of the SplitCo Group and the Medtronic Group, as applicable, with respect to such Medtronic Policy Pre-Separation Insurance Claims. Medtronic agrees that Medtronic Policy Pre-Separation Insurance Claims of members of the SplitCo Group shall receive the same priority as Medtronic Policy Pre-Separation Insurance Claims of members of the Medtronic Group and, subject to the other provisions of this Section 8.02, be treated equitably in all respects, including in connection with deductibles, retentions and coinsurance.

(g) To the extent applicable and not in conflict with the foregoing provisions of this Section 8.02 or any other provision of this Agreement, Medtronic and SplitCo shall follow the policies and procedures set forth on Schedule XX with respect to Medtronic Policy Pre-Separation Insurance Claims.

SECTION 8.03. Claims under SplitCo Insurance Policies.

(a) On and after the Separation Date, the members of each of the SplitCo Group and the Medtronic Group shall have the right to assert SplitCo Policy Pre-Separation Insurance Claims and the members of the Medtronic Group shall have the right to participate with SplitCo to resolve SplitCo Policy Pre-Separation Insurance Claims under the applicable SplitCo insurance policies up to the full extent of the applicable and available limits of liability of such policy. SplitCo or Medtronic, as the case may be, shall have primary control over those SplitCo Policy Pre-Separation Insurance Claims for which the SplitCo Group or the Medtronic Group, respectively, bears the underlying loss, subject to the terms and conditions of the relevant policy of insurance governing such control. If a member of the Medtronic Group is unable to assert a SplitCo Policy Pre-Separation Insurance Claim because it is no longer an “insured” under a SplitCo insurance policy, then SplitCo shall, to the extent permitted by applicable Law and the terms of such insurance policy, assert such claim in its own name and deliver the Insurance Proceeds to Medtronic.

(b) With respect to SplitCo Policy Pre-Separation Insurance Claims, whether or not known or reported on or prior to the Separation Date, Medtronic shall, or shall cause the applicable member of the Medtronic Group to, report such claims arising from the Medtronic Business as soon as practicable to each of SplitCo and the applicable insurer(s), and Medtronic shall, or shall cause the applicable member of Medtronic Group to, individually, and not jointly, assume and be responsible (including, upon the request of SplitCo, by reimbursement to SplitCo for amounts paid or payable by it) for the reimbursement liability (including any deductible, coinsurance or retention payment) related to its portion of the liability, unless otherwise agreed in writing by SplitCo. Each of SplitCo and Medtronic shall, and shall cause each member of the SplitCo Group and Medtronic Group, respectively, to, cooperate and assist the applicable member of the Medtronic Group and the SplitCo Group, as applicable, with respect to such SplitCo Policy Pre-Separation Insurance Claims. SplitCo agrees that SplitCo Policy Pre-Separation Insurance Claims of members of the Medtronic Group shall receive the same priority as SplitCo Policy Pre-Separation Insurance Claims of members of the SplitCo Group and be treated equitably in all respects, including in connection with deductibles, retentions and coinsurance.

SECTION 8.04. Insurance Proceeds. Any Insurance Proceeds received by the Medtronic Group for members of the SplitCo Group or by the SplitCo Group for members of the Medtronic Group shall be for the benefit, respectively, of the SplitCo Group and the Medtronic Group. Any Insurance Proceeds received for the benefit of both the Medtronic Group and the SplitCo Group shall be distributed pro rata based on the respective share of the underlying loss.

SECTION 8.05. Claims Not Reimbursed. Medtronic shall not be liable to SplitCo for claims, or portions of claims, not reimbursed by insurers under any policy for any reason, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of any insurance carrier(s), policy limitations or restrictions (including exhaustion of limits), any coverage disputes, any failure to timely file a claim by any member of the Medtronic Group or any member of the SplitCo Group, any failure by any member of the Medtronic Group to timely reimburse SplitCo for amounts owed pursuant to this Article VIII, or any defect in such claim or its processing. In the event that insurable claims of both Medtronic and SplitCo (or the members of their respective Groups) exist relating to the same occurrence, the Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense and shall not settle or compromise any such claim without the consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed subject to the terms and conditions of the applicable insurance policy). Nothing in this Section 8.05 shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of Law or otherwise.

SECTION 8.06. Certain Limitations.

(a) Medtronic (or the applicable member of the Medtronic Group) shall retain the exclusive right to control the insurance policies and programs (including the Medtronic Insurance Policies) of the Medtronic Group, including to terminate, exhaust, settle, release, commute, buy-back, amend, modify, waive any rights under or otherwise resolve disputes with respect to any such insurance policies and programs, irrespective of whether any such insurance policies or programs apply to SplitCo Liabilities and/or claims that SplitCo has made or could make in the future.

(b) For the avoidance of doubt, from and after the Separation Closing, neither SplitCo nor any member of the SplitCo Group shall have access to, nor the right to make claims under, the Medtronic Insurance Policies to the extent such access or claims are based upon facts, circumstances, events or matters occurring on or after the Separation Date.

SECTION 8.07. Coverage After the Separation. It is the responsibility of the SplitCo Group to obtain continuing insurance coverage for the Assets of the SplitCo Group and for the Liabilities of the SplitCo Group that arise following the Separation Closing. Medtronic shall provide, and shall cause the other members of the Medtronic Group to provide, such cooperation as is reasonably requested by SplitCo in order for SplitCo to have in effect after the Separation Closing such new insurance policies and programs as SplitCo deems reasonably appropriate to operate its business.

SECTION 8.08. No Assignment of Entire Insurance Policies. This Agreement shall not be considered an attempted assignment of any Medtronic Insurance Policy or any other insurance policy, nor shall it be construed to be a Contract of insurance. Further this Agreement shall not be construed to waive any right or remedy of any member of the Medtronic Group under or with respect to any Medtronic Insurance Policy or any other Contract or insurance policy.

SECTION 8.09. Director and Officer Liability Insurance.

(a) Until the Separation Closing, Medtronic shall maintain directors and officers liability insurance policies or fiduciary liability insurance policies (collectively, “D&O Insurance Policies”) for officers and directors of the SplitCo Group to the extent commercially available and at premiums not materially different than the coverage in effect as of the date hereof, and shall not take any action that would adversely and disproportionately affect the coverage available to officers and directors of the SplitCo Group for D&O Indemnification Liabilities as compared to the officers and directors of the Medtronic Group; provided, however, that, notwithstanding anything to the contrary in this Agreement, during the period between the Separation Closing and the Divestment Date, Medtronic may elect, in its sole discretion, to cover the applicable Liabilities of the Medtronic Group and the SplitCo Group under D&O Insurance Policies that cover both the Medtronic Group and the SplitCo Group in the same policy.

(b) On and after the Separation Closing, to the extent that any claims have been duly reported before the Separation Closing or are otherwise covered under the D&O Insurance Policies maintained by members of the Medtronic Group, Medtronic shall not, and shall cause the members of the Medtronic Group not to, take any action intended to limit the coverage of the individuals who acted as directors or officers of SplitCo (or other members of the SplitCo Group) prior to the Separation Closing for D&O Indemnification Liabilities under any D&O Insurance Policies maintained by the members of the Medtronic Group. On and after the Separation Closing, Medtronic shall, and shall cause the other members of the Medtronic Group to, reasonably cooperate with the individuals who acted as directors and officers of SplitCo (or other members of the SplitCo Group) prior to the Separation Closing in their pursuit of any coverage claims under such D&O Insurance Policies for D&O Indemnification Liabilities which could inure to the benefit of such individuals. SplitCo acknowledges that it is the responsibility of the SplitCo Group to obtain continuing insurance coverage for the directors and officers of the members of the SplitCo Group for Liabilities occurring after the Separation Closing.

Article IX

Further Assurances and Additional Covenants

SECTION 9.01. Further Assurances. (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall, subject to Section 4.04 and Section 5.02(a), use reasonable best efforts, prior to, on and after the Separation Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws and agreements to consummate and make effective the transactions contemplated by this Agreement.

(b) Without limiting the foregoing, prior to, on and after the Separation Date, each Party shall cooperate with the other Party (i) to execute and deliver, or use reasonable best efforts to execute and deliver, or cause to be executed and delivered, all Conveyancing and Assumption Instruments as such Party may reasonably be requested to execute and deliver by the other Party, (ii) to make, or cause to be made, all filings with, and to obtain, or cause to be obtained, all Governmental Approvals or other Consents required by Law or otherwise necessary or advisable under any ruling, judgment, Permit, Contract, indenture or other instrument, (iii) to obtain, or cause to be obtained, any Governmental Approvals or other Consents required to effect the Separation, any transfers pursuant to Section 2.07, the Initial Public Offering, the Divestment or the Other Disposition and (iv) to take, or cause to be taken, all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and any transfers of Assets or assignments and assumptions of Liabilities hereunder and the other transactions contemplated hereby; provided, that neither Party nor any member of its Group shall be required to pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or submit any such Governmental Approval or Consent.

(c) On or prior to the Separation Date, Medtronic and SplitCo, in their respective capacities as direct and indirect shareholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by SplitCo or any other Subsidiary of Medtronic, as the case may be, to effectuate the transactions contemplated by this Agreement.

(d) Prior to the Divestment Date, SplitCo will not, without the prior written consent of Medtronic (which it may withhold in its sole and absolute discretion), issue (i) any shares of SplitCo Voting Stock or any rights, warrants or options to acquire SplitCo Voting Stock (including, securities convertible into or exchangeable for SplitCo Voting Stock) or (ii) any share of SplitCo Non-Voting Stock; provided that, regardless of whether or not Medtronic shall have consented thereto, in no case shall any such issuance (after giving effect to such issuance and considering all the shares of SplitCo Voting Stock or SplitCo Non-Voting Stock acquirable pursuant to any rights, warrants and options that may be outstanding on the date of such issuance (whether or not then exercisable) and any other relevant Contracts or arrangements), result in Medtronic owning directly or indirectly less than the number of shares necessary to (x) constitute control of SplitCo within the meaning of Section 368(c) of the Code or (y) meet the stock-ownership requirements described in Section 1504(a)(2) of the Code (in each case, if the number 80.1 were substituted for the number 80 each time it appears in such Sections).

Article X

Termination

SECTION 10.01. Termination. This Agreement may be terminated by Medtronic at any time, in its sole discretion, prior to the Separation Closing.

SECTION 10.02. Effect of Termination. In the event of any termination of this Agreement prior to the Separation Closing, neither Party (nor any of its directors or officers) shall have any Liability or further obligation to the other Party under this Agreement or the Ancillary Agreements.

Article XI

Miscellaneous

SECTION 11.01. Counterparts; Entire Agreement; Corporate Power. (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.

(b) This Agreement, the Ancillary Agreements and the Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein. Notwithstanding any other provisions in this Agreement to the contrary, it is the intention of the Parties that this Agreement shall be consistent with the terms of the Ancillary Agreements. If there is a conflict between any provision of this Agreement and any specific provision of an applicable Ancillary Agreement, such Ancillary Agreement shall control; provided that with respect to any Conveyancing and Assumption Instrument, this Agreement shall control unless specifically stated otherwise in such Conveyancing and Assumption Instrument.

(c) Medtronic represents on behalf of itself and each other member of the Medtronic Group, and SplitCo represents on behalf of itself and each other member of the SplitCo Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement and each Ancillary Agreement to which it is a party has been (or, in the case of any Ancillary Agreement, will be on or prior to the Separation Date) duly executed and delivered by it and constitutes, or will constitute, a valid and binding agreement of it enforceable in accordance with the terms thereof.

SECTION 11.02. Governing Law; Dispute Resolution; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.

(b) Unless otherwise set forth in this Agreement, in the event of any dispute arising under this Agreement between the Parties (a “Dispute”), either Party may refer such Dispute to the respective senior officers of such Parties by delivering written notice of such Dispute to the other Party (a “Negotiation Notice”). Upon delivery of a Negotiation Notice, each Party shall attempt in good faith to resolve such Dispute by negotiation among their respective senior officers who hold, at a minimum, the title of Vice President and who have authority to settle such Dispute (“Senior Negotiation”). Notwithstanding the foregoing, the Parties may mutually agree in writing to waive the Senior Negotiation and proceed directly to the Mediation Process pursuant to Section 11.02(c) or, if both Parties so agree in writing, to waive both the Senior Negotiation and the Mediation Process and proceed directly to litigation pursuant to Section 11.02(e).

(c) If the Parties are unable to resolve any Dispute within 30 calendar days of the delivery of a Negotiation Notice, then either Party shall have the right to initiate non-binding mediation (the “Mediation Process”) by delivering written notice to the other Party (a “Mediation Notice”). Upon delivery of a Mediation Notice, the applicable Dispute shall be promptly submitted for non-binding mediation, and the Parties shall participate in such mediation in good faith for a period of 30 calendar days or such longer period as the Parties may mutually agree in writing (the “Mediation Period”). Notwithstanding the foregoing, the Parties may mutually agree in writing to waive the Mediation Process and proceed directly to litigation pursuant to Section 11.02(e). In connection with such mediation, the Parties shall cooperate with each other in selecting a neutral mediator with relevant industry experience and in scheduling the mediation proceedings; provided that, if the Parties fail to agree on a neutral mediator within 30 calendar days of the Mediation Notice, then the Parties will proceed directly to litigation pursuant to Section 11.02(e). The Parties agree to bear equally the costs of any mediation, including any fees or expenses of the applicable mediator; provided, that each Party shall bear its own costs in connection with participating in such mediation.

(d) For the avoidance of doubt, any negotiations or mediation conducted in accordance with Section 11.02(b) or Section 11.02(c) shall be subject to Federal Rule of Civil Procedure 408 or any applicable state Law equivalent.

(e) If the Parties are unable to resolve any Dispute via negotiation or mediation in accordance with Section 11.02(b) and Section 11.02(c), then, following the Mediation Period, either Party may commence litigation in a court of competent jurisdiction pursuant to Section 11.02(f). For the avoidance of doubt, except as set forth in Section 11.02(g), neither Party may commence litigation with respect to a Dispute until and unless the Parties first fail to resolve such Dispute via negotiation and mediation in accordance with Section 11.02(b) and Section 11.02(c).

(f) Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware finds it lacks subject matter jurisdiction, the federal court of the United States sitting in Delaware or, if (and only if) the federal court of the United States sitting in Delaware finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware, and appellate courts thereof, over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.

(g) Notwithstanding anything in this Agreement to the contrary, a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction, at any time, in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the resolution of any dispute hereunder, including under Section 11.02(b) or (c) hereof.

SECTION 11.03. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns. Notwithstanding the foregoing, (a) Medtronic may assign this Agreement (or any provision thereof) to any Affiliate of Medtronic and (b) either Party may assign this Agreement without consent of the other Party in connection with (i) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s Assets, or (ii) the sale of all or substantially all of such Party’s Assets; provided, however, that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party; provided, further, that upon the effective time of the SplitCo Merger, SplitCo Parent shall, automatically and without any action from any other Person (including the requirements described in the immediately foregoing proviso), succeed to all of SplitCo’s rights and obligations under this Agreement and shall expressly assume and agree to perform, discharge, and be bound by all of SplitCo’s obligations, covenants, and liabilities under this Agreement and all Ancillary Agreements to which the Initial SplitCo Party is a party as of the effective time of the SplitCo Merger. No assignment permitted by this Section 11.03 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

SECTION 11.04. Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any Medtronic Indemnitee or SplitCo Indemnitee in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and their successors and permitted assigns and are not intended to confer upon any Person except the Parties hereto and their successors and permitted assigns any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 11.05. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given (a) when delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service or (c) upon the earlier of confirmed receipt or the fifth Business Day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Medtronic, to:

Email:    

Email:     

and

Email:     

If to SplitCo, to:

Email:    

Email:     

and

Email:     

Either Party may, by notice to the other Party, change the address to which such notices are to be given.

SECTION 11.06. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

SECTION 11.07. Publicity. Other than in connection with an Adversarial Action, each of Medtronic and SplitCo shall consult with the other, and shall, subject to the requirements of Section 7.09, provide the other Party the opportunity to review and comment upon, any press releases or other public statements in connection with the Separation, the Initial Public Offering, the Divestment or the Other Disposition or any of the other transactions contemplated hereby and any filings with any Governmental Authority or national securities exchange with respect thereto, in each case prior to the issuance or filing thereof, as applicable (including the IPO Registration Statement, the Parties’ respective Current Reports on Form 8-K to be filed on the Divestment Date, the Parties’ respective Quarterly Reports on Form 10-Q filed with respect to the fiscal quarter during which the Divestment Date occurs, or if such quarter is the fourth fiscal quarter, the Parties’ respective Annual Reports on Form 10-K filed with respect to the fiscal year during which the Divestment Date occurs (each such Quarterly Report on Form 10-Q or Annual Report on Form 10-K, a “First Post-Divestment Report”)). Each Party’s aforementioned obligations in this Section 11.07 shall terminate on the date on which such Party’s First Post-Divestment Report is filed with the Commission.

SplitCo shall issue a press release upon the closing of the Initial Public Offering, which press release shall be subject to Medtronic’s prior approval and consent, and Medtronic shall retain the right to issue a press release or public statement regarding the closing of the Initial Public Offering or any other transactions contemplated hereby at any time in its sole discretion.

SECTION 11.08. Expenses.

(a) Except as expressly set forth in this Agreement or in any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, (i) Medtronic shall bear and pay all Transaction Expenses incurred at or prior to the Separation Closing and (ii) SplitCo shall bear and pay all Transaction Expenses incurred after the Separation Closing; provided, that, notwithstanding this clause (ii), Medtronic shall bear and pay (A) any Transaction Expenses that are primarily related to the stand-up of members of the Medtronic Group and (B) any Transaction Expenses incurred in connection with services expressly requested by Medtronic in writing following the Separation Closing and SplitCo shall bear the Underwriters’ discount arising from the Initial Public Offering and any financing fees arising from the SplitCo Financing Arrangements. For the avoidance of doubt, this Section 11.08 shall not affect each Party’s responsibility to indemnify the SplitCo Liabilities and the Medtronic Liabilities, as applicable, arising from the transactions contemplated by the Divestment.

(b) If any Party (or a member of its Group) actually pays any Transaction Expenses (such Party, the “Actual Payor”) that were required to have been borne and paid by the other Party pursuant to this Section 11.08 or otherwise (such other Party, the “Required Payor”), the Actual Payor may invoice the Required Payor for the amount of such Transaction Expenses on a quarterly basis (which such invoice shall include reasonable documentation of the amount of such Transaction Expenses), and the Required Payor shall be required to pay such amount to the Actual Payor within sixty (60) days after receipt of such invoice. Any payment not received by the Actual Payor by such date and not otherwise the subject of a good faith dispute shall be subject to a late payment interest charge using the 1-month term secured overnight financing rate (Term SOFR), determined as of such date, plus 0.5%; provided that in the event of any good faith dispute, interest shall not be due on that part of the invoice subject to dispute until after settlement or other resolution of such dispute; provided, further, that a resolution in favor of the Required Payor shall not result in the incurrence of any late-payment interest charges.

SECTION 11.09. Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 11.10. Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the liabilities for the breach of any obligations in this Agreement shall survive the Separation, the Initial Public Offering and any Divestment or Other Disposition, as applicable, and shall remain in full force and effect.

SECTION 11.11. Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement or any Ancillary Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power.

Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

SECTION 11.12. Specific Performance. Subject to Section 4.04 and Section 5.02(a), in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

SECTION 11.13. No Admission of Liability. The allocation of Assets and Liabilities herein is solely for the purpose of allocating such Assets and Liabilities between Medtronic and the other members of the Medtronic Group, on the one hand, and SplitCo and the other members of the SplitCo Group, on the other hand, and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party.

SECTION 11.14. Amendments; Waivers. No provisions of this Agreement shall be deemed amended, supplemented or modified by any Party, unless such amendment, supplement or modification is in writing and signed by an authorized representative of each Party, and no waiver of any provisions of this Agreement shall be effective unless in writing and signed by an authorized representative of the Party sought to be bound by such waiver.

SECTION 11.15. Right of Set-Off. Each Party (and its Affiliates) may set off any amounts owed to it by the other Party (or its Affiliates) under this Agreement or any other Ancillary Agreement against any amounts it owes to the other Party (or its Affiliates) under any such Contracts. The Party exercising set-off rights shall provide prompt written notice to the other Party.

SECTION 11.16. Interpretation. Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires. The terms “hereof,” “herein” and “herewith” and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement as a whole (including all of the schedules hereto) and not to any particular provision of this Agreement. Article, Section or Schedule references are to the articles, sections and schedules of or to this Agreement unless otherwise specified. Any capitalized terms used in any Schedule to this Agreement or to any Ancillary Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement or the Ancillary Agreement to which such Schedule is attached, as applicable. Any definition of or reference to any agreement, instrument or other document herein (including any reference herein to this Agreement) shall be construed to refer to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications as set forth herein).

The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive. The words “will” and “shall” shall be interpreted to have the same meaning. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions hereof.

SECTION 11.17. Waiver of Jury Trial. EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH OF THE PARTIES UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH OF THE PARTIES MAKES THIS WAIVER VOLUNTARILY AND (D) EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.17.

Exhibit A    ATB Entities

Exhibit B    Intended Tax Treatments

Exhibit C    Certain Tax Matters

Exhibit D    Certain Non-U.S. Tax Restrictions

Schedule A     Separation Taxes

Schedule B Specified Tax Attribute 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”).

WHEREAS, in furtherance of the foregoing, the board of directors of Medtronic Parent has determined that it is desirable and appropriate to effect the transactions constituting the Separation to transfer certain assets and liabilities to SplitCo, a wholly owned Subsidiary of Medtronic Parent, on the terms and conditions set forth in the Separation Agreement;

WHEREAS, to effect the Separation, certain members of the Medtronic Group shall contribute, convey, transfer, assign and deliver to members of the SplitCo Group, and members of the SplitCo Group shall accept and assume from members of the Medtronic Group, all of the right, title and interest of the members of the Medtronic Group in, to and under certain of the Assets and Liabilities relating to the SplitCo Business, in each case on the terms and subject to the conditions of the Separation Agreement;

WHEREAS, following the consummation of the SplitCo Merger, SplitCo Parent will be the successor to Kangaroo US HoldCo 2, Inc.

and will continue as “SplitCo” for all purposes of this Agreement, with all of the accompanying rights and obligations; WHEREAS, following the Initial Public Offering, Medtronic Parent intends to transfer at least 80.1% of the shares of SplitCo Common Stock to shareholders of Medtronic Parent by means of a divestment by Medtronic Parent to its shareholders of shares of SplitCo Common Stock, an offer to shareholders of Medtronic Parent to exchange shares of Medtronic Parent Ordinary Shares for shares of SplitCo Common Stock, or any combination thereof (the “Divestment”), it being understood that Medtronic Parent, in its sole discretion (as further described in Section 5.02 of the Separation Agreement), may choose not to implement the Divestment or to effect a disposition of shares of SplitCo Common Stock pursuant to one or more public or private offerings or other similar transactions, or transfer, exchange or otherwise dispose of shares of SplitCo Common Stock in one or more transactions (including in connection with any debt-for-equity exchange or a subsequent divestment or exchange offer of SplitCo Common Stock) (the “Other Disposition”) instead of the Divestment;

WHEREAS, for U.S. federal income tax purposes, the Divestment, if effected, is intended to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Section 355 of the United States Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, the Separation Agreement sets forth the principal corporate transactions required to effect the Separation and the Initial Public Offering and describes certain other agreements that will govern certain matters relating to the Separation, the Initial Public Offering and the Divestment or the Other Disposition, as applicable, and the relationship of Medtronic Parent, Medtronic, SplitCo and their respective Subsidiaries following the Separation; and

WHEREAS, the Parties desire to (i) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing of Tax Returns and provide for certain other matters relating to Taxes and (ii) set forth certain covenants and indemnities relating to the preservation of the Intended Tax Treatment.

1.1    Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Accounting Firm” has the meaning set forth in Section 9.1.

“Adjustment” means an adjustment of any item of income, gain, loss, deduction, credit or any other item affecting Taxes of a taxpayer pursuant to a Final Determination.

“Agreement” has the meaning set forth in the preamble.

“ATB Entities” means the entities listed on Exhibit A.

“Controlling Party” means, with respect to a Tax Contest, the Party entitled to control such Tax Contest pursuant to Sections 6.2 and 6.3.

“Divestment Date” means the date of the Divestment or if no Divestment has occurred, the date that Medtronic Parent ceases to control (as defined in the definition of “Affiliate” in the Separation Agreement) SplitCo.

“Final Determination” means the final resolution of liability for any Tax for any taxable period, by or as a result of (i) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed, (ii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code or a comparable agreement under the Laws of a state, local or non-U.S. taxing jurisdiction, which resolves the entire Tax liability for any taxable period, (iii) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered (including by way of withholding or offset) by the jurisdiction imposing the Tax or (iv) any other final resolution, including by reason of the expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS or other Taxing Authority.

“Force Majeure Event” has the meaning set forth in Section 10.24.

“Indemnifying Party” has the meaning set forth in Section 5.2.

“Indemnitee” has the meaning set forth in Section 5.2.

“Intended Tax Treatment” means (i) the qualification of the Divestment as a transaction in which the SplitCo Common Stock distributed to holders of Medtronic Parent Ordinary Shares is “qualified property” for purposes of Sections 355(c) of the Code, (ii) the nonrecognition of income, gain or loss by Medtronic Parent, SplitCo and holders of Medtronic Parent Ordinary Shares on the divestment and receipt of the SplitCo Common Stock in the Divestment under Sections 355 and 1032 of the Code (except with respect to any cash received by such holders in lieu of fractional SplitCo Common Stock), (iii) the qualification of each Internal Divestment as a tax-free transaction under Section 355 and/or Section 368(a)(1)(D) of the Code, (iv) the qualification of the SplitCo Merger as a reorganization under Section 368(a) of the Code, and (v)

the qualification of each of the transactions described on Exhibit B as being free from Tax to the extent set forth therein.

“Internal Distribution” means any transaction (or series of transactions) effected as part of the Transactions (excluding the Divestment) that is intended to qualify as a tax-free transaction under Section 355 and/or Section 368(a)(1)(D) of the Code, as described in the Tax Materials.

“IPO Effective Date” means the date of the closing of the Initial Public Offering.

“IRS” means the U.S. Internal Revenue Service or any successor agency, including, but not limited to, its agents, representatives and attorneys.

“Joint Return” means any Tax Return that includes, by election or otherwise, one or more members of the Medtronic Group and one or more members of the SplitCo Group.

“Medtronic International” means Medtronic International Trading S.a r.l., a société à responsabilité limitée organized under the laws of Switzerland and a member of the Medtronic Group.

“Medtronic Parent” has the meaning set forth in the preamble.

“Medtronic Separate Return” means any Tax Return of or including any member of the Medtronic Group (including any consolidated, combined or unitary return) that does not include any member of the SplitCo Group.

“Medtronic Distribution” means the distribution by Medtronic of all of the stock of SplitCo Parent to its sole shareholder.

“Non-Controlling Party” means, with respect to a Tax Contest, the Party that is not the Controlling Party with respect to such Tax Contest.

“Parties” has the meaning set forth in the preamble.

“Past Practices” has the meaning set forth in Section 3.5.

“Post-IPO Period” means any taxable period (or portion thereof) beginning after the IPO Effective Date, including the portion of any Straddle Period beginning after the IPO Effective Date.

“Pre-IPO Period” means any taxable period (or portion thereof) ending on or before the IPO Effective Date, including the portion of any Straddle Period ending at the end of the day on the IPO Effective Date.

“Preparing Party” means, with respect to a Tax Return, the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or Section 3.2, as applicable.

“Proposed Acquisition Transaction” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by SplitCo management or shareholders, is a hostile acquisition or otherwise, as a result of which SplitCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SplitCo (or any successor thereto) and/or one or more holders of SplitCo Capital Stock, respectively, any amount of SplitCo Capital Stock, that would, when combined with any other direct or indirect changes in ownership of SplitCo Capital Stock pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, comprise thirty-five percent (35%) or more of (i) the value of all outstanding shares of stock of SplitCo as of immediately after such transaction or in the case of a series of transactions, immediately after the last transaction of such series or (ii) the total combined voting power of all outstanding shares of voting stock of SplitCo as of immediately after such transaction or in the case of a series of transactions, immediately after the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by SplitCo of a shareholder rights plan or (ii) issuances by SplitCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof are intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

“PRDT” means the Puerto Rico Department of the Treasury (Departamento de Hacienda de Puerto Rico) or any successor agency, including, but not limited to, its agents, representatives and attorneys.

“PRDT Ruling” shall mean the Tax ruling Medtronic, or one of its Subsidiaries, has obtained from the PRDT dated September 8, 2025, as amended from time to time, covering Puerto Rican corporate income and sales and use tax consequences in relation to the Transactions.

“PRDT Ruling Request” shall mean the letter filed by Medtronic, or one of its Subsidiaries, with the PRDT dated March 26, 2025, and any subsequent requests to amend the PRDT Ruling from time to time, requesting a ruling regarding certain Puerto Rican corporate income and sales and use tax consequences of the Transactions, together with any supplements or amendments thereto.

“Reasonable Basis” means a reasonable basis within the meaning of Section 6662(d)(2)(B)(ii)(II) of the Code and the Treasury Regulations promulgated thereunder (or such other level of confidence required by the Code or other applicable Tax Law at that time to avoid the imposition of penalties).

“Refund” means any refund, reimbursement, offset, credit or other similar benefit in respect of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied against other Taxes payable), including any interest paid on or with respect to such refund of Taxes.

“Responsible Party” means, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return pursuant to this Agreement.

“Restricted Period” means the period which begins with the date hereof and ends two (2) years after the Divestment Date.

“Reviewing Party” means, with respect to a Tax Return, the Party that is not the Preparing Party.

“Ruling” shall mean (i) the PRDT Ruling and (ii) any other ruling issued by a Taxing Authority in connection with the Transactions.

“Ruling Request” shall mean (i) the PRDT Ruling Request and (ii) any other ruling request submitted to a Taxing Authority, including the exhibits attached thereto and all related amendments or supplements.

“Section 336(e) Election” has the meaning set forth in Section 3.6.

“Separate Return” means a Medtronic Separate Return or a SplitCo Separate Return, as the case may be.

“Separation” has the meaning set forth in the Separation Agreement.

“Separation Taxes” shall mean those Taxes listed on Schedule A, in each case, without regard to (x) the amounts shown on Schedule A and (y) whether such Taxes arose, resulted or were incurred, or were paid or otherwise satisfied, prior to, on, or after the Divestment Date, arising as a result of the Transactions (as determined by Medtronic in its discretion), except for (i) any Tax resulting from a breach by any Party of any covenant in this Agreement and (ii) any Tax attributable to any action set out in Section 4.2.

“Specified Tax Attribute” has the meaning set forth in Schedule B.

“SplitCo Capital Stock” means all classes or series of capital stock of SplitCo, including (i) SplitCo Common Stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all other instruments properly treated as stock of SplitCo for U.S. federal income tax purposes.

“SplitCo Disqualifying Action” means (i) any action (or failure to take any action) by any member of the SplitCo Group (including entering into any agreement, understanding, arrangement or negotiations with respect to any transaction or series of transactions), (ii) any event (or series of events) after the Divestment involving SplitCo Capital Stock or the assets of any member of the SplitCo Group or (iii) any breach by any member of the SplitCo Group of any representation, warranty or covenant made by them in this Agreement, that, in each case, would adversely affect or could reasonably be expected to adversely affect the Intended Tax Treatment; provided, however, that the term “SplitCo Disqualifying Action” shall not include any action entered into pursuant to any Ancillary Agreement (other than this Agreement) or that is undertaken pursuant to the Separation or the Divestment.

“SplitCo Merger” has the meaning set forth in the Recitals.

“SplitCo Separate Return” means any Tax Return of or including any member of the SplitCo Group (including any consolidated, combined or unitary return) that does not include any member of the Medtronic Group.

“SplitCo Switzerland NewCo” means MiniMed International Trading S.a r.l., a société à responsabilité limitée organized under the laws of Switzerland and a member of the SplitCo Group.

“SplitCo Trade or Business” means the business conducted by each of the ATB Entities (or an entity disregarded as separate from such ATB Entities for U.S. federal income tax purposes) as of the applicable Divestment Date as listed on Exhibit A.

“Straddle Period” means any taxable period that begins on or before, and ends after, the IPO Effective Date.

“Swiss Demerger” means the transfer of certain business assets by way of equity contribution by Medtronic International into SplitCo Switzerland NewCo and the subsequent distribution of SplitCo Switzerland NewCo to Medtronic Holding Switzerland GmbH.

“Swiss Distribution Date” means the date of the distribution by Medtronic International of all of the equity interests in SplitCo Switzerland NewCo to Medtronic Holding Switzerland GmbH.

“Tax” or “Taxes” means (i) all taxes, charges, fees, duties, levies, imposts, rates or other assessments or governmental charges of any kind imposed by any U.S. federal, state, local or non-U.S.

governmental entity or political subdivision thereof, including, without limitation, income, gross receipts, employment, estimated, excise, severance, stamp, occupation, premium, windfall profits, environmental, custom duties, property, sales, use, license, capital stock, transfer, franchise, registration, payroll, withholding, social security, unemployment, disability, value added, alternative or add-on minimum or other taxes or contributions, whether disputed or not, and including any interest, penalties, charges or additions attributable thereto, (ii) liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any consolidated, combined, unitary or similar group or being (or having been) included or required to be included in any Tax Return related thereto and (iii) liability for the payment of any amount of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person, whether by contract, by operation of Law or otherwise.

“Tax Advisor” means a tax counsel or accountant of recognized national standing.

“Tax Attribute” means for U.S. federal, state, local and non-U.S. income Tax purposes, net operating losses, capital losses, research and experimentation credit carryovers, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall non-U.S. losses, overall domestic losses, previously taxed earnings and profits, separate limitation losses, all other items that are determined or computed on an affiliated group basis (as defined in Section 1504(a) of the Code determined without regard to the exclusion contained in Section 1504(b)(3) of the Code) and similar Tax items determined under applicable Tax Law and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.

“Tax Certificates” means any officer’s or representative’s certificates, representation letters or similar documents provided by Medtronic Parent or SplitCo to (i) Skadden, Arps, Slate, Meagher & Flom LLP or a nationally recognized accounting firm or (ii) any reputable non-U.S. law firms in connection with the Tax Opinions delivered or deliverable to Medtronic Parent in connection with the Transactions.

“Tax Contest” has the meaning set forth in Section 6.1.

“Tax Item” means any item of income, gain, loss, deduction or credit or any other item which increases or decreases Taxes paid or payable in any taxable period.

“Tax Law” means the Law of any governmental entity or political subdivision thereof relating to any Tax.

“Tax Materials” has the meaning set forth in Section 4.1(a).

“Tax Opinions” means the (i) written opinions delivered or deliverable to Medtronic Parent by Skadden, Arps, Slate, Meagher & Flom LLP and a nationally recognized accounting firm and (ii) any other written opinion or memorandum delivered or deliverable to Medtronic Parent by reputable non-U.S. law firms regarding the tax consequences of the Transactions.

“Tax Records” has the meaning set forth in Section 8.1.

“Tax-Related Losses” means, with respect to any Taxes, (i) all reasonable accounting, legal and other professional fees and court costs incurred in connection with such Taxes, as well as any other reasonable out-of-pocket costs incurred in connection with such Taxes and (ii) all costs, expenses and damages associated with stockholder litigation or controversies and any amounts paid by Medtronic (or any of its Affiliates) or SplitCo (or any of its Affiliates) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Taxing Authority.

“Tax Return” means any return, report, certificate, form or similar statement or document (including any related supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) supplied to or filed with, or required to be supplied to or filed with, a Taxing Authority, or any bill for or notice related to ad valorem or other similar Taxes received from a Taxing Authority, in each case, in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations or administrative requirements relating to any Tax.

“Taxing Authority” means any governmental authority or any subdivision, agency, commission or entity thereof having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

“Transactions” means the Separation, the Divestment, any other transaction described in the Step Plan and any related transactions.

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant taxable period.

“Unanticipated Separation Taxes” shall mean all Taxes imposed on or with respect to the Transactions, in each case where such Tax is not a Separation Tax (as determined by Medtronic in its discretion), except for (i) any Tax resulting from a breach by any Party of any covenant in this Agreement and (ii) any Tax attributable to any action set out in Section 4.2.

“Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is acceptable to Medtronic Parent and Medtronic and on which Medtronic Parent and Medtronic may rely to the effect that a transaction will not affect the Intended Tax Treatment. Any such opinion must assume that the Transactions would have qualified for Intended Tax Treatment if the transaction in question did not occur.

“VAT” means: (i) any Tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112), including in the United Kingdom in accordance with VATA 1994; (ii) any type of goods and services Tax; (iii) any type of consumption Tax; and (iv) any other Tax of a similar nature, whether imposed in substitution for, or levied in addition to, such tax referred to in clauses (i)-(iii).

“VAT Credit” means any credit, offset or receivable arising out of a payment of VAT where liability for such VAT is allocated to the Medtronic under this Agreement.

2.1    Allocation of Tax Liabilities.

(a)    Except as otherwise provided in this Agreement, Medtronic shall be responsible for and shall pay or cause to be paid the following Taxes:

(i)    any and all Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-IPO Periods;

(ii)    any and all Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Post-IPO Periods, other than those Taxes described in Section 2.1(b)(i);

(iii)    any and all Taxes due with respect to or required to be reported on any Medtronic Separate Return (including any increase in such Tax as a result of a Final Determination) for all taxable periods;

(iv)    any and all Separation Taxes; and

(v)    50% of any and all Unanticipated Separation Taxes.

(b)    Except as otherwise provided in this Agreement, SplitCo shall be responsible for and shall pay or cause to be paid the following Taxes:

(i)    any and all Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Post-IPO Periods that are attributable to the SplitCo Business;

(ii)    any and all Taxes due with respect to or required to be reported on any SplitCo Separate Return (including any increase in such Tax as a result of a Final Determination) for all taxable periods; and

(iii)    50% of any and all Unanticipated Separation Taxes.

2.2    EMA Taxes. The provisions of Sections 7.07, 7.08, 7.09, 9.01(d), 11.01, 11.05, and 12.12 of the EMA shall govern with respect to the responsibility for applicable Taxes, allocation of deductions relating to Taxes, and Tax reporting obligations described therein. Allocations of Taxes and obligations relating to Taxes not described in such sections of the EMA shall be governed and allocated in accordance with this Agreement (including Section 2.1).

2.3    Tax Refunds.

(a)    Medtronic shall be entitled to all Refunds related to Taxes the liability for which is allocated to Medtronic pursuant to this Agreement. SplitCo shall be entitled to all Refunds related to Taxes the liability for which is allocated to SplitCo pursuant to this Agreement.

(b)    Notwithstanding anything to the contrary in this Agreement, Medtronic shall be entitled to all Refunds related to matters set forth in Exhibit C, and Medtronic shall (i) retain sole control over any proceedings, submissions and correspondence with relevant Taxing Authorities relating to such matters and (ii) retain the sole and exclusive right to amend or cause to be amended (including by members of the SplitCo Group) Tax Returns in connection with, or as a result of matters set forth in Exhibit C (or the outcomes thereof).

(c)    SplitCo shall pay to Medtronic any Refund received by SplitCo or any member of the SplitCo Group that is allocable to Medtronic pursuant to this Section 2.3 no later than thirty (30) days after the receipt of such Refund. Medtronic shall pay to SplitCo any Refund received by Medtronic or any member of the Medtronic Group that is allocable to SplitCo pursuant to this Section 2.3 no later than thirty (30) days after the receipt of such Refund.

(d)    SplitCo shall cooperate in good faith with any reasonable request by Medtronic to pursue any Refund to which Medtronic may be entitled under this Section 2.3.

(e)    For purposes of this Section 2.3, any Refund that arises as a result of an offset, credit or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit or other similar benefit is due (determined without taking into account any applicable extensions). To the extent that the amount of any Refund in respect of which a payment was made under this Section 2.3 is later reduced by a Taxing Authority or in a Tax Contest, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 2.3 and an appropriate adjusting payment shall be made.

2.4    Tax Benefits.

(a)    If Medtronic determines, in its good faith discretion, that (i) one Party is responsible for a Tax pursuant to this Agreement or under applicable Law and (ii) the other Party is entitled to a deduction, credit or other Tax benefit (including an increase in Tax basis) in respect of such Tax, then the Party entitled to such deduction, credit or other Tax benefit shall pay to the Party responsible for such Tax the amount of the Tax benefit actually realized in cash arising from such deduction, credit or other Tax benefit, no later than thirty (30) days after such Tax benefit is realized. To the extent that the amount of any Tax benefit in respect of which a payment was made under this Section 2.4 is later reduced by a Taxing Authority or in a Tax Contest, the Party that received such payment shall reimburse such payment to the Party that made such payment to the extent of such reduction.

(b)    In the event that a member of the SplitCo Group realizes, in a Post-IPO Period, (i) a Specified Tax Attribute or (ii) a deduction, credit or other Tax benefit arising from a VAT Credit, then in the case of clause (i), SplitCo shall make a payment to Medtronic in an amount equal to the actual cash Tax savings attributable to such Specified Tax Attribute, as determined on a with and without basis, no later than ninety (90) days following the end of the taxable year in which SplitCo realizes such cash Tax savings from such Specified Tax Attribute for Tax purposes, and in the case of clause (ii), such deduction, credit or other Tax benefit (net of any reasonable out-of-pocket expenses incurred in obtaining such deduction, credit or other Tax benefit) no later than thirty (30) days after such deduction, credit or other Tax benefit is received or otherwise realized for Tax purposes; provided, that, to the extent that the SplitCo Group has not realized (determined on a with and without basis) an actual cash Tax savings attributable to a Specified Tax Attribute as of the end of the second taxable year of SplitCo to end after the Separation Date, SplitCo shall make a payment to Medtronic no later than ninety (90) days following the end of such second taxable year in an amount equal to the product of such Specified Tax Attribute that has not resulted in an actual cash Tax savings, multiplied by the highest marginal U.S. federal and applicable state income Tax rates of the relevant SplitCo Group member.

2.5    Prior Agreements. Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Medtronic Group and any member of the SplitCo Group shall be terminated with respect to the Medtronic Group and the SplitCo Group as of the IPO Effective Date. No member of the SplitCo Group or the Medtronic Group shall have any continuing rights or obligations to any member of the other Group under any such agreement, and this Agreement shall be the sole Tax sharing agreement between the members of the Medtronic Group, on the one hand, and the members of the SplitCo Group, on the other hand. Each Party shall, after the Divestment, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

2.6    Determination of Taxes Attributable to the SplitCo Business.

(a)    For purposes of Section 2.1(b)(i), the amount of Taxes attributable to the SplitCo Business shall be reasonably determined by Medtronic on a pro forma Joint Return prepared:

(i)    including only Tax Items of members of the SplitCo Group that were included in the relevant Joint Return; provided, however, that no carryforward of (A) any losses, (B) other deductible Tax Items or (C) Tax Attributes, in each case, shall be treated as attributable to the SplitCo Business for these purposes;

(ii)    except as provided in Section 2.6(a)(iv) hereof, using all elections, accounting methods and conventions used on the relevant Joint Tax Return for such taxable period;

(iii)    applying the highest statutory marginal applicable Tax rate in effect for such taxable period; and

(iv)    assuming that the SplitCo Group elects not to carry back any Tax Item or other Tax Attributes.

(b)    The amount of Taxes attributable to the SplitCo Business with respect to any Joint Return for any taxable period shall not be less than zero.

(c)    SplitCo shall reimburse Medtronic for all reasonable costs and expenses paid or incurred by the Medtronic Group in connection with determining the amount of Taxes attributable to the SplitCo Business with respect to any Joint Return.

(d)    To the extent other assumptions and/or determinations are required to be made in connection with the determination of the Taxes attributable to the SplitCo Business, Medtronic shall make all such assumptions and/or determinations in good faith and otherwise in a manner consistent with the principles of this Section 2.6.

3.1    Medtronic’s Responsibility. Medtronic shall prepare and file, or shall cause to be prepared and filed, when due (taking into account any applicable extensions) (a) all Joint Returns and (b) all Tax Returns required to be filed by any member of the Medtronic Group under applicable Law.

3.2    SplitCo’s Responsibility. SplitCo shall prepare and file, or shall cause to be prepared and filed, when due (taking into account any applicable extensions) all Tax Returns required to be filed by any member of the SplitCo Group under applicable Law other than those Tax Returns which Medtronic is required to prepare and file under Section 3.1, including any amended Tax Returns. SplitCo shall prepare any transfer pricing documentation required to be prepared with respect to a Tax Return required to be prepared and filed under this Section 3.2.

3.3 Right To Review Tax Returns. To the extent that the positions taken on any Tax Return (i) directly relate to matters for which the Reviewing Party may have an indemnification obligation to the Preparing Party, or that may give rise to a refund to which the Reviewing Party would be entitled under this Agreement or (ii) would reasonably be expected to materially affect the Tax position of the Reviewing Party, the Preparing Party (at its own cost and expense) shall provide a draft of such Tax Return (or the relevant portion thereof) to the Reviewing Party for its review and comment at least thirty (30) days prior to the due date for such Tax Return (taking into account any applicable extensions), and shall use commercially reasonable efforts to modify such Tax Return before filing to include the Reviewing Party’s reasonable comments; provided, however, that nothing herein shall prevent the Preparing Party from timely filing any such Tax Return. The Parties shall attempt in good faith to resolve any issues arising out of the review of any such portion of a Tax Return. SplitCo shall provide to Medtronic any transfer pricing documentation required to be prepared with respect to a Tax Return for any taxable period that begins on or before the second (2nd) anniversary of the Divestment Date with respect to which SplitCo is the Preparing Party at least thirty (30) days prior to the finalization of such transfer pricing documentation, and Medtronic shall be entitled to review and provide comments on such transfer pricing documentation (which documentation shall include, for the avoidance of doubt, the transfer pricing master file of SplitCo). SplitCo shall modify such transfer pricing documentation prior to its finalization to include all reasonable comments of Medtronic.

3.4    Cooperation. The Parties shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Article VII with respect to the preparation and filing of Tax Returns, including providing information required to be provided under Article VIII. Notwithstanding anything to the contrary in this Agreement, Medtronic shall not be required to disclose to SplitCo any consolidated, combined, unitary or other similar Joint Return of which a member of the Medtronic Group is the common parent or any information related to such a Joint Return other than information relating solely to the SplitCo Group; provided, however, that Medtronic shall provide to SplitCo the transfer pricing master file of Medtronic and its Subsidiaries for any taxable year ending prior to or on the IPO Effective Date. If an amended Separate Return that SplitCo is responsible for filing under this Article III is required to be filed as a result of an amendment made to a Joint Return pursuant to an audit adjustment, the Parties shall cooperate to ensure that such amended Separate Return can be prepared and filed in a manner that preserves confidential information including through the use of third-party preparers.

3.5    Tax Reporting Practices. Except as provided in Section 3.6 or pursuant to a Final Determination, with respect to any Tax Return for any taxable period that begins on or before the second (2nd) anniversary of the Divestment Date with respect to which SplitCo is the Responsible Party, such Tax Return shall be prepared in a manner (a) consistent with past practices, accounting methods and any similar standards, elections and conventions, including with respect to transfer pricing, used with respect to the Tax Returns in question (“Past Practices”) (unless there is no Reasonable Basis for the use of such Past Practices) and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by SplitCo and (b) that, to the extent consistent with clause (a), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. SplitCo shall not take any action inconsistent with the assumptions made (including with respect to any Tax Attribute or other Tax Item) in determining all estimated or advance payments of Taxes on or prior to the Divestment Date. SplitCo (i) shall not be permitted, and shall not permit any member of the SplitCo Group, without Medtronic’s prior written consent, to make a change in any of its methods of accounting for Tax purposes for any taxable period that begins on or before the second (2nd) anniversary of the Divestment Date (unless there is no Reasonable Basis for not making such change) and (ii) shall notify Medtronic of, and consider in good faith any reasonable comments provided by Medtronic regarding, any such change in method of accounting for any taxable period that begins after the second (2nd) anniversary of the Divestment Date and on or before the fifth (5th) anniversary of the Divestment Date. Such notification and consideration described in clause (ii) of the preceding sentence shall occur prior to the making of any such change in method of accounting.

3.6    Reporting of the Transactions. Unless and until there has been a Final Determination to the contrary, each Party agrees not to, and shall ensure each member of its respective Group agrees not to and does not, take any position on any Tax Return, in connection with any Tax Contest, or otherwise that is inconsistent with (i) the Tax Materials, (ii) the Intended Tax Treatment or (iii) the treatment of payments between the Medtronic Group and the SplitCo Group as set forth in Section 5.4. If Medtronic determines, in its sole and absolute discretion, that a protective election under Section 336(e) of the Code should be made with respect to the Divestment with respect to SplitCo and any other members of the SplitCo Group that are a domestic corporation for U.S. federal income tax purposes (a “Section 336(e) Election”), SplitCo agrees to take any such action that is necessary to effect such Section 336(e) Election, including any corresponding Section 336(e) Elections with respect to any of its Subsidiaries, as determined by Medtronic in its sole and absolute discretion. If such Section 336(e) Election is made, this Agreement shall be amended in such a manner as is determined by Medtronic in its good faith discretion to compensate Medtronic for any tax benefits realized by SplitCo as a result of such Section 336(e) Election. To the extent a Section 336(e) Election becomes effective, each Party agrees not to take any position (and to cause each of its Affiliates not to take any position) that is inconsistent with the Section 336(e) Election on any Tax Return, in connection with any Tax Contest or otherwise, except as may be required by a Final Determination.

3.7    Payment of Taxes. With respect to any Tax Return required to be filed pursuant to this Agreement, the Responsible Party shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any Taxes due in respect of any such Tax Return. In the case of any Tax Return for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes reported as due on such Tax Return, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party, and the Party receiving such notice shall pay such amount to the Responsible Party upon the later of ten (10) days prior to the date on which such payment is due and thirty (30) days after the receipt of such notice. With respect to any estimated Taxes, the Party that is or will be the Responsible Party with respect to any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any estimated Taxes due. In the case of any estimated Taxes for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes that will be reported as due on any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such estimated Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party, and the Party receiving such notice shall pay such amount to the Responsible Party upon the later of ten (10) days prior to the date on which such payment is due and thirty (30) days after the receipt of such notice.

3.8    Amended Returns and Carrybacks.

(a) SplitCo shall not, and shall not permit any member of the SplitCo Group to, file or allow to be filed any request for an Adjustment for any Pre-IPO Period, including any Straddle Period ending at the end of the day on the IPO Effective Date, without the prior written consent of Medtronic, such consent to be exercised in Medtronic’s sole and absolute discretion, to the extent that any such request for Adjustment (i) directly relates to matters for which Medtronic may have an indemnification obligation to SplitCo or that may give rise to a refund to which Medtronic would be entitled under this Agreement or (ii) would reasonably be expected to materially affect the Tax position of Medtronic.

(b)    Medtronic shall not, and shall not permit any member of the Medtronic Group to, file or allow to be filed any request for an Adjustment for any Pre-IPO Period without the prior written consent of SplitCo, such consent to be exercised in SplitCo’s sole and absolute discretion, to the extent that any such request for Adjustment (i) directly relates to matters for which the SplitCo may have an indemnification obligation to Medtronic or that may give rise to a refund to which SplitCo would be entitled under this Agreement or (ii) would reasonably be expected to materially affect the Tax position of SplitCo.

(c)    SplitCo shall, and shall cause each member of the SplitCo Group to, make any available elections to waive the right to carry back any Tax Attribute from a Post-IPO Period to a Pre-IPO Period.

(d)    SplitCo shall not, and shall cause each member of the SplitCo Group not to, without the prior written consent of Medtronic, make any affirmative election to carry back any Tax Attribute from a Post-IPO Period to a Pre-IPO Period, such consent to be exercised in Medtronic’s sole and absolute discretion.

(e)    Receipt of consent by SplitCo or a member of the SplitCo Group from Medtronic pursuant to the provisions of this Section 3.8 shall not limit or modify SplitCo’s continuing indemnity obligations pursuant to Article V.

3.9    Tax Attributes. Upon written request by SplitCo, Medtronic shall use commercially reasonable efforts to advise SplitCo in good faith in writing of the amount (if any) of any Tax Attributes which Medtronic determines, in its sole and absolute discretion, shall be allocated or apportioned to any member of the SplitCo Group under applicable Tax Law. SplitCo and all members of the SplitCo Group shall prepare all Tax Returns in accordance with such written notice. SplitCo agrees that it shall not dispute any determination of Tax Attributes made by Medtronic pursuant to this Section 3.9. Nothing in this Agreement shall require Medtronic to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, any “E&P studies,” “basis studies” or similar determinations) that it does not maintain or prepare in its ordinary course of business. The Parties agree that (i) Medtronic is not providing a representation, warrantee or guarantee regarding the amount of any Tax Attribute pursuant to this Section 3.9 and (ii) Medtronic shall not be liable to any member of the SplitCo Group for any failure of any determination under this Section 3.9 to be accurate under applicable Law.

4.1    Representations and Warranties.

(a)    Medtronic, on behalf of itself and all other members of the Medtronic Group, hereby represents and warrants that (i) it has examined the Rulings, the Ruling Requests, the Tax Opinions, the Tax Certificates, the Step Plan and any other materials delivered or deliverable in connection with the issuance of the Rulings and the rendering of the Tax Opinions, in each case, as they exist as of the Divestment Date (collectively, the “Tax Materials”) and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to Medtronic or any member of the Medtronic Group or the Medtronic Business, were or will be, at the time presented or represented and from such time until and including the Divestment Date, true, correct and complete in all material respects. Medtronic, on behalf of itself and all other members of the Medtronic Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Medtronic, any member of the Medtronic Group or the Medtronic Business.

(b)    SplitCo, on behalf of itself and all other members of the SplitCo Group, hereby represents and warrants that (i) it has examined the Tax Materials and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to SplitCo or any member of the SplitCo Group or the SplitCo Business, were or will be, at the time presented or represented and from such time until and including the Divestment Date, true, correct and complete in all material respects. SplitCo, on behalf of itself and all other members of the SplitCo Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to SplitCo, any member of the SplitCo Group or the SplitCo Business.

(c)    Each of Medtronic, on behalf of itself and all other members of the Medtronic Group, and SplitCo, on behalf of itself and all other members of the SplitCo Group, represents and warrants that it knows of no fact or circumstance (after due inquiry) that may cause the Transactions to fail to qualify for the Intended Tax Treatment.

(d)    Each of Medtronic on behalf of itself and all other members of the Medtronic Group, and SplitCo, on behalf of itself and all other members of the SplitCo Group, represents and warrants that it has no plan or intention to take, fail to take or cause or permit to be taken any action which is inconsistent with any of the statements or representations made or set forth in the Tax Materials or that may cause the Transactions to fail to qualify for the Intended Tax Treatment.

(e) Each of the Parties hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

4.2    Certain Restrictions Relating to the Intended Tax Treatment of the Transactions.

(a)    SplitCo, on behalf of itself and all other members of the SplitCo Group, hereby covenants and agrees that no member of the SplitCo Group will take, fail to take or cause or permit to be taken (i) any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials or (ii) any action where such action or failure to act constitutes a SplitCo Disqualifying Action.

(b)    Specific Restrictions

(i)    During the Restricted Period, SplitCo shall continue, and cause to be continued, the active conduct of each SplitCo Trade or Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code;

(ii)    During the Restricted Period, SplitCo shall not voluntarily dissolve or liquidate itself or any of its Affiliates (including any action that is treated as a liquidation for U.S. federal income tax purposes);

(iii)    During the Restricted Period, SplitCo shall not (1) enter into any Proposed Acquisition Transaction or, to the extent SplitCo has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any SplitCo stock, or rights to acquire SplitCo stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (3) amend its certificate of incorporation (or other organizational documents) or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of SplitCo Capital Stock (including through the conversion of any class of SplitCo Capital Stock into another class of SplitCo Capital Stock) or (4) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any of the statements and representations made or set forth in the Tax Materials) which in the aggregate, when combined with any other direct or indirect changes in ownership of SplitCo Capital Stock pertinent for purposes of Section 355(e) of the Code, would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a thirty-five percent (35%) or greater interest in SplitCo (or in any Affiliate of SplitCo that was a party to an Internal Distribution) or otherwise jeopardize the Intended Tax Treatment; and

(iv) During the Restricted Period, SplitCo shall not, and shall not cause or permit any member of the SplitCo Group to, sell, transfer or otherwise dispose of or agree to, sell, transfer or otherwise dispose of (including in any transaction treated for U.S. federal income tax purposes as a sale, transfer or disposition) assets (including any shares of capital stock of a Subsidiary) that, in the aggregate, constitute more than twenty percent (20%) of the gross assets of any SplitCo Trade or Business or more than twenty percent (20%) of the consolidated gross assets of SplitCo or the SplitCo Group. The foregoing sentence shall not apply to (1) sales, transfers or dispositions of assets in the ordinary course of business, (2) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (3) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal income tax purposes or (4) any mandatory or optional repayment (or prepayment) of any indebtedness of SplitCo or any member of the SplitCo Group. For any such transactions that would occur on or after the Divestment Date, the percentages of gross assets or consolidated gross assets of SplitCo or the SplitCo Group, as the case may be, sold, transferred or otherwise disposed of, shall be based on the fair market value of the gross assets of SplitCo and the members of the SplitCo Group as of the Divestment Date. For purposes of this Section 4.2(b)(iii), a merger of SplitCo or one of its Subsidiaries with and into any Person that is not a wholly owned Subsidiary of SplitCo shall constitute a disposition of all of the assets of SplitCo or such Subsidiary.

(v)    Certain Swiss Tax Restrictions. From the date hereof until the first Business Day after the third (3rd) anniversary of the Swiss Divestment Date, SplitCo shall not, and shall not cause or permit any member of the SplitCo Group to, take any action or enter into any transaction that would:

(1)    result in SplitCo Switzerland NewCo ceasing to substantially continue the business activity transferred from Medtronic International within Switzerland (including, but not limited to, a transfer of the business activity to a place outside of Switzerland or an actual or de facto liquidation of SplitCo Switzerland NewCo);

(2)    result in SplitCo Switzerland NewCo earning remuneration inconsistent with the historic transfer pricing practices of the Medtronic Group; or

(3)    effectuate a merger of SplitCo Switzerland NewCo with and into another Swiss entity or a demerger of SplitCo Switzerland NewCo.

These restrictions described under this Section 4.2(b)(v) shall be interpreted in a manner consistent with the Direct Federal Tax Act of Switzerland.

(c) Notwithstanding the restrictions imposed by Section 4.2(b), SplitCo or a member of the SplitCo Group may take any of the actions or transactions described therein if SplitCo either (i) obtains a Tax ruling with an appropriate Taxing Authority or an Unqualified Tax Opinion, at the election of Medtronic (and in the case of a transaction described in Section 4.2(b)(v)(3), obtains a Tax ruling issued by the competent Swiss Taxing Authority stating that such merger or demerger (A) will be non-taxable for Swiss Tax purposes, (B) will not retroactively affect the tax-free or tax-neutral nature of the Swiss Demerger and (C) will not result in any other adverse Swiss Tax consequences to Medtronic International), in form and substance satisfactory to Medtronic in Medtronic’s sole and absolute discretion or (ii) obtains the prior written consent of Medtronic waiving the requirement that SplitCo obtain a Tax ruling or an Unqualified Tax Opinion, such waiver to be provided in Medtronic’s sole and absolute discretion. Medtronic’s evaluation of a Tax ruling or an Unqualified Tax Opinion, as applicable, may consider, among other factors, the appropriateness of any underlying assumptions, representations and covenants made in connection with such ruling or opinion (and, for the avoidance of doubt, Medtronic may determine that no ruling or opinion would be acceptable to Medtronic). SplitCo shall bear all costs and expenses of securing any such Tax ruling or an Unqualified Tax Opinion and shall reimburse Medtronic for all reasonable out-of-pocket expenses (including reasonable fees of external legal counsel and external Tax Advisors) that Medtronic or any of its Affiliates may incur in good faith in seeking to obtain or evaluate any such Tax ruling or Unqualified Tax Opinion. Neither the delivery of a Tax ruling or an Unqualified Tax Opinion nor Medtronic’s waiver of SplitCo’s obligation to deliver Tax ruling or an Unqualified Tax Opinion shall limit or modify SplitCo’s continuing indemnity obligations pursuant to Article V.

(d)    The Parties each (i) shall timely file (or cause to be timely filed) any appropriate information and statements to report the applicable steps of the Transactions as qualifying for the Intended Tax Treatment and (ii) shall not (and shall not cause or permit any of their respective Affiliates to) take any position on any Tax Return, financial statement or other document (or otherwise with a Taxing Authority) that is inconsistent with such qualifications.

(e)    Base Erosion Payment Restrictions.

(i)    For each taxable year of Medtronic ending on or before the Divestment (and in the case of the taxable year of Medtronic during which the Divestment occurs, for the portion of such taxable year ending on the date of the Divestment), SplitCo shall, and shall cause the members of the SplitCo Group, to take all actions necessary to have a “base erosion percentage” (as defined in Section 59A(c)(4) of the Code) of less than three percent (3%) (or such percentage as may be applicable under any amendments to Section 59A of the Code to taxpayers that are not banks and securities dealers); provided that for purposes of this sentence, the “base erosion percentage” shall be determined pursuant to Treasury Regulation Section 1.59A-2(e) and by treating SplitCo as the “applicable taxpayer” of an “aggregate group” that excludes Medtronic Parent and its Subsidiaries (other than SplitCo and its Subsidiaries) (the “SplitCo BEAT Group”);

(ii) SplitCo shall promptly notify Medtronic if it expects that SplitCo and the SplitCo Group will not satisfy the covenant in Section 4.2(e)(i). With respect to each taxable year of SplitCo (or any member of the SplitCo Group) that ends on or before the Divestment (and in the case of the taxable year of SplitCo (and each member of the SplitCo Group) during which the Divestment occurs, for the portion of such taxable year ending on the date of the Divestment), SplitCo shall, at the request of Medtronic, as determined by Medtronic in its sole discretion to be necessary to cause the SplitCo BEAT Group to have a “base erosion percentage” less than three percent (3%) or such percentage as may be applicable under any amendments to Section 59A of the Code to taxpayers that are not banks and securities dealers) during the applicable taxable year (or portion of a taxable year) of Medtronic, as determined under and for purposes of Section 4.2(e)(i), waive, and cause applicable members of the SplitCo Group to waive, deductions for U.S. federal income tax purposes as permitted under Treasury Regulation Section 1.59A-3 such that the “base erosion percentage” of the SplitCo BEAT Group is less than three percent (3%) provided, that, Medtronic’s non-exercise of its right pursuant to this Section 4.2(e)(ii) shall not limit SplitCo’s indemnity obligations as determined under Section 5.1(b). To effectuate any such waivers, SplitCo shall (1) prepare an election as described in Treasury Regulation Section 1.59A-3(c)(6) consistent with Medtronic’s request in this Section 4.2(e)(ii) (a “Deduction Waiver Election”), (2) provide such Deduction Waiver Election to Medtronic at least thirty (30) days prior to the filing of the earliest Tax Return with which such Deduction Waiver Election is to be filed and (3) incorporate into such Deduction Waiver Election any reasonable comments provided by Medtronic at least five (5) days prior to the filing of such Tax Return.

(f)    Qualified Expenditure Elections. For each taxable year of SplitCo that begins on or before or includes the Divestment Date, SplitCo shall, and shall cause the members of the SplitCo Group, as applicable, to make an election pursuant to Section 59(e) of the Code to deduct “qualified expenditures,” as such term is defined under Section 59(e)(2) of the Code, ratably over the period applicable to such expenditures as described in Section 59(e)(1) of the Code.

(g)    Certain Other Tax Restrictions. During the applicable period set forth on Exhibit D, SplitCo shall not, and shall not cause or permit any member of the SplitCo Group, to take any actions described on Exhibit D.

5.1    Indemnity Obligations. Notwithstanding anything to the contrary in this Agreement (but, for the avoidance of doubt, subject to Section 10.10):

(a)    Medtronic shall indemnify and hold harmless SplitCo from and against and will reimburse SplitCo for:

(i)    all liability for Taxes allocated to Medtronic pursuant to Article II (other than liabilities described in, and for which SplitCo is responsible, pursuant to Sections 5.1(b)(ii) and 5.1(b)(iii));

(ii)    all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the Medtronic Group pursuant to this Agreement;

(iii)    the amount of any Refund received by any member of the Medtronic Group that is allocated to SplitCo pursuant Section 2.3(c).

(b)    Without regard to whether a Tax ruling or an Unqualified Tax Opinion may have been provided or whether any action is permitted or consented to hereunder, SplitCo shall indemnify and hold harmless Medtronic from and against and will reimburse Medtronic for:

(i)    all liability for Taxes allocated to SplitCo pursuant to Article II;

(ii)    all Taxes and Tax-Related Losses arising out of, based upon or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant or obligation of any member of the SplitCo Group pursuant to this Agreement;

(iii)    any Taxes and Tax-Related Losses attributable to any SplitCo Disqualifying Action;

(iv)    all Taxes and Tax-Related Losses arising out of, based upon or relating or attributable to any breach of the covenants or obligations in Section 4.2;

(v)    the amount of any Refund received by any member of the SplitCo Group that is allocated to Medtronic pursuant to Section 2.3(a); and

(vi)    any Taxes and Tax-Related Losses arising from the application of Section 59A of the Code if there is a breach of any of the covenants or obligations in Section 4.2(e).

(c)    To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Section 5.1(a)(ii) (on the one hand) and Section 5.1(b)(ii) or (iii) or Section 5.1(b)(iv) (on the other hand), responsibility for such Tax or Tax-Related Loss shall be shared by Medtronic and SplitCo according to relative fault as determined by Medtronic in its good faith discretion.

5.2    Indemnification Payments.

(a)    Except as otherwise provided in this Agreement, if either Party (or its Affiliate) (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax for which the other Party (the “Indemnifying Party”) is liable under this Agreement, including as a result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of the Indemnitee’s requirement to pay such Tax and, in reasonably sufficient detail (and shall include any relevant Tax Return, statement, bill or invoice relating to Taxes, costs, expenses or other amounts due and owing), the Indemnitee’s calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than thirty (30) days after the receipt of notice from the other Party.

(b)    If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) days after such change or redetermination, such other Party shall pay to the first Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination.

5.3    Payment Mechanics.

(a)    All payments under this Agreement shall be made by Medtronic or, at the discretion of Medtronic, by Medtronic Parent on behalf of Medtronic, directly to SplitCo and by SplitCo directly to Medtronic or, if requested by Medtronic, to Medtronic Parent; provided, however, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Medtronic Group, on the one hand, may make such indemnification payment to any member of the SplitCo Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4.

(b)    In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official Taxing Authority receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental or Taxing Authority receipts are available, executed bank payment forms or other reasonable evidence of payment).

5.4    Treatment of Tax Indemnity Payments. The Parties agree that any indemnity payments made between the Parties pursuant to this Agreement (and under the Separation Agreement and the EMA), unless otherwise required by a Final Determination, shall be treated for all U.S. federal income tax purposes, to the extent permitted by Law, as either (i) a non-taxable contribution by Medtronic to SplitCo or (ii) a distribution by SplitCo to Medtronic, in each case, made immediately prior to the Medtronic Distribution provided, however, that following the SplitCo Merger, any indemnity payments shall be made by or to SplitCo Parent (as successor and on behalf of SplitCo). Notwithstanding the foregoing, Medtronic shall notify SplitCo if it determines that any indemnity payments made pursuant to this Agreement is to be treated, for any Tax purposes, in a different manner, including, but not limited to, as a payment made by Medtronic or SplitCo, as the case may be, acting as an agent of one of such Person’s Subsidiaries to the other Person acting as an agent of one of such other Person’s Subsidiaries, and the Parties agree to treat any such payment accordingly; provided, however, that in no event should any indemnity payments under this Agreement (or the Separation Agreement and the EMA) be treated as a contribution by Medtronic Parent to SplitCo or a distribution by SplitCo to Medtronic Parent. In the event that any Taxes are imposed on or attributable to any Tax indemnity payment made by a Party (or a Subsidiary of such Party) under this Agreement (and under the Separation Agreement and the EMA), such indemnity payment shall be increased as necessary so that after making all indemnity payments in respect of such Taxes, the recipient Party (or Subsidiary of such Party) receives an amount equal to the sum it would have received had no such Taxes been imposed, respectively decreased to take into account any Tax benefit

actually realized by the Indemnitee resulting from the incurrence of the liability in respect of which the indemnity payment by the Indemnifying Party is made.

6.1    Notice. Each Party shall notify the other Party in writing within ten (10) days after receipt by such Party or any member of its Group of a written communication from any Taxing Authority with respect to any pending or threatened audit, examination, claim, dispute, suit, action, proposed assessment or other proceeding (a “Tax Contest”) concerning any Taxes for which the other Party may be liable pursuant to this Agreement and/or any Taxes in respect of payments between the Medtronic Group and the SplitCo Group and thereafter shall promptly forward or make available to such Party copies of notices and communications relating to such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 6.1 (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure.

6.2    Joint Returns. In the case of any Tax Contest with respect to any Joint Return, Medtronic shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest, subject to Sections 6.1 and 6.5.

6.3    Separate Returns.

(a) Subject to Section 2.3(b), in the case of any Tax Contest with respect to a Separate Return, the Party having the liability for the Tax pursuant to Article II shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest; provided, that, in the case of any such Tax Contest that relates both to Taxes for which Medtronic has liability pursuant to Section 2.1(a) and to Taxes for which SplitCo has liability pursuant to Section 2.1(b), (i) any Tax Contest that relates to the treatment of payments between the Medtronic Group and the SplitCo Group shall be jointly controlled by the Parties and (ii) in the case of any other Tax Contest described in this proviso, the Party that has the largest amount of potential Tax liability arising out of such Tax Contest shall be the Controlling Party and the other Party shall be the Non-Controlling Party (with the rights set forth in Sections 6.1 and 6.5, respectively); provided, further, that the Controlling Party in any Tax Contest described in clause (ii) of the preceding proviso shall not resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest without the prior written consent of the Non-Controlling Party if any such action would cause the Non-Controlling Party to be liable for an amount of Taxes and Tax-Related Losses in excess of $3,000,000 USD pursuant to this Agreement or otherwise.

(b)    Notwithstanding anything to the contrary in Section 6.3(a) above, Medtronic shall have the sole responsibility and right to control the prosecution of any Tax Contest with respect to a Separate Return that could reasonably affect the ability of a Transaction to qualify for the Intended Tax Treatment, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest; provided, that Medtronic shall not resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest without the prior written consent of SplitCo if any such action would cause SplitCo to be liable for an amount of Taxes and Tax-Related Losses in excess of $3,000,000 USD pursuant to this Agreement or otherwise.

6.4    Obligation of Continued Notice. During the pendency of any Tax Contest or threatened Tax Contest, each of the Parties shall provide prompt notice to the other Party of any written communication received by it or a member of its respective Group from a Taxing Authority regarding any Tax Contest for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Taxing Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Taxing Authority in respect of any such matters. Such notice shall be provided in a reasonably timely fashion; provided, however, that in the event that timely notice is not provided, a Party shall be relieved of its obligation to indemnify the other Party only to the extent that such delay results in material increased costs or material prejudice to such other Party.

6.5    Tax Contest Cooperation Rights. Unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement, (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest, (ii) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Taxing Authority, (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Taxing Authority or judicial authority in connection with such potential adjustment in such Tax Contest, (iv) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest and (v) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability or obligation which it may have to the

Controlling Party under this Agreement, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

7.1    General.

(a)    Each Party shall fully cooperate, and shall cause all members of such Party’s Group to fully cooperate and in a timely manner (considering the other Party’s normal internal processing or reporting requirements), with all reasonable requests in writing from the other Party, or from an agent, representative or advisor of such Party, in connection with the preparation and filing of any Tax Return, claims for Refunds, the conduct of any Tax Contest and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of either Party or any member of either Party’s Group covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “Tax Matter”). Such cooperation shall include the provision of any information reasonably necessary by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation or the resolution of items under this Agreement and shall include, without limitation, at each Party’s own cost:

(i)    the provision of any Tax Returns of either Party or any member of either Party’s Group, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers and documents relating to rulings or other determinations by Taxing Authorities (in each case, subject to Section 3.4);

(ii)    the execution of any document (including any power of attorney) that may be reasonably helpful in connection with any Tax Contest of either Party or any member of either Party’s Group or the filing of a Tax Return or a Refund claim of either Party or any member of either Party’s Group;

(iii)    the use of the Party’s commercially reasonable efforts to obtain any documentation and to provide any additional facts, insights or views as requested by the other Party that may be reasonably helpful in connection with a Tax Matter;

(iv)    the use of the Party’s commercially reasonable efforts to obtain any Tax Returns (including accompanying schedules, related work papers and documents), documents, books, records or other information that may be reasonably helpful in connection with the filing of any Tax Returns of either Party or any member of either Party’s Group; and

(v)    the use of the Party’s commercially reasonable efforts to resolve any outstanding requests from any Taxing Authority or otherwise cooperate with such Taxing Authority in connection with the issuance of a Tax ruling.

(b)    Each Party shall make its and its Subsidiaries’ employees and facilities available, as reasonably requested, and available, without charge, on a mutually convenient basis to facilitate such cooperation.

8.1    Retention of Records. For so long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (i) sixty (60) days after the expiration of any applicable statutes of limitation (including any waivers or extensions thereof) and (ii) seven (7) years after the IPO Effective Date, the Parties shall retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns (collectively, “Tax Records”) in respect of Taxes of any member of either the Medtronic Group or the SplitCo Group for any Pre-IPO Period or Straddle Period or for any Tax Contests relating to such Tax Returns. At any time after the IPO Effective Date when the SplitCo Group proposes to destroy any Tax Records, SplitCo shall first notify Medtronic in writing, and the Medtronic Group shall be entitled to receive, at the cost and expense of the Medtronic Group, such records or documents proposed to be destroyed. The Parties will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.

8.2    Access to Tax Records. Subject to Section 3.4, the Parties and their respective Affiliates shall make available to each other for inspection and copying, during normal business hours upon reasonable notice, all Tax Records (including, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession, to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation or the resolution of items under this Agreement. Each of the Parties shall permit the other Party and its Affiliates, authorized agents and representatives and any representative of a Taxing Authority or other Tax auditor direct access, during normal business hours upon reasonable notice, to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation or the resolution of items pursuant to this Agreement and subject to any security procedures reasonably required by the Party giving access to protect its information technology systems. The Party seeking access to the records of the other Party shall bear all out-of-pocket third-party costs and expenses associated with such access, including any reasonable professional fees.

8.3    Preservation of Privilege. No member of the SplitCo Group shall provide access to, copies of or otherwise disclose to any Person any documentation relating to Taxes existing as

of the date hereof to which attorney-client privilege may reasonably be asserted without the prior written consent of Medtronic, such consent not to be unreasonably withheld.

9.1    Dispute Resolution. In the event of any dispute between the Parties as to any matter covered by this Agreement, the Parties shall appoint a nationally recognized independent public accounting firm (the “Accounting Firm”) to resolve such dispute. In this regard, the Accounting Firm shall make determinations with respect to the disputed items based solely on representations made by Medtronic, SplitCo and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. The Parties shall require the Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm, but in no event later than the due date for the payment of Taxes or the filing of the applicable Tax Return, if applicable, and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Parties. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Medtronic and its Affiliates, except as otherwise required by applicable Law. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of the Accounting Firm shall be borne equally by the Parties.

10.1    Survival. Except as otherwise contemplated by this Agreement, all representations, covenants and agreements of the Parties contained in this Agreement shall survive the Divestment and remain in full force and effect in accordance with their applicable terms.

10.2    Notices. Notices, requests, instructions or other documents to be given under this Agreement shall be in writing and shall be deemed to have been properly delivered, given and received, (a) on the date of transmission if sent via email (provided, however, that notice given by email shall not be effective unless either (i) a duplicate copy of such email notice is promptly given by one of the other methods described in this Section 10.2 or (ii) the receiving Party delivers a written confirmation of receipt of such notice either by email or any other method described in this Section 10.2 (excluding “out of office” or other automated replies)), (b) when delivered, if delivered personally to the intended recipient and (c) one Business Day later, if sent by overnight delivery via a national courier service (providing proof of delivery), and in each case, addressed to a Party at the address for such Party set forth below (or at such other address

for a Party as shall be specified from time to time in a notice given in accordance with this Section 10.2):

If to Medtronic:

Email:      

                 

Email:

And

Attn: Benet J. O’Reilly

Email:

Attn: Kimberly R. Spoerri

Email:

If to SplitCo (including as predecessor to SplitCo Parent):

Email:

Email:

Email:     

and

Attention:Kimberly R. Spoerri

Email:

10.3    Waiver.

(a)    Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b)    No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power.

(c)    Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

10.4    Modification or Amendment. No provisions of this Agreement shall be deemed amended, supplemented or modified by any Party, unless such amendment, supplement, or modification is in writing and signed by an authorized representative of each Party.

10.5 No Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns. Notwithstanding the foregoing, (a) Medtronic may assign this Agreement (or any provision thereof) to any Affiliate of Medtronic and (b) either Party may assign this Agreement without consent of the other Party in connection with (i) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s Assets, or (ii) the sale of all or substantially all of such Party’s Assets; provided, however, that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party; provided, further, that upon the effective time of the SplitCo Merger, SplitCo Parent shall, automatically and without any action from any other Person (including the requirements described in the immediately foregoing proviso), succeed to all of SplitCo’s rights and obligations under this Agreement and shall expressly assume and agree to perform, discharge, and be bound by all of SplitCo’s obligations, covenants, and liabilities under this Agreement to which Kangaroo US HoldCo, Inc. is a party as of the effective time of the SplitCo Merger. No assignment permitted by this Section 10.5 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

10.6    Payment Terms. Except as expressly provided in this Agreement, any amount payable pursuant to this Agreement by one Party (or any member of such Party’s Group) shall be paid within thirty (30) days after presentation of an invoice or a written demand by the party entitled to receive such payments. Such demand shall include documentation (or reasonable explanation if such documentation would be unreasonable to produce or procure) setting forth the basis for the amount payable.

10.7    Interest on Late Payments. With respect to any payment between the Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code from such due date to and including the payment date.

10.8    No Set-Off. Except as expressly set forth in the Separation Agreement or any Ancillary Agreement or as otherwise mutually agreed to in writing by the Parties, neither Party nor any member of any Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any other Ancillary Agreement or the Separation Agreement or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement or any other Ancillary Agreement or the Separation Agreement.

10.9    No Circumvention. The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article V).

10.10 Subsidiaries. Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary or a direct or indirect parent owning all of the equity of such Party, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any entity that becomes a Subsidiary or Affiliate of such Party on and after the Divestment. This Agreement is being entered into by Medtronic, and SplitCo on behalf of themselves and the members of the Medtronic Group (in the case of Medtronic) and the SplitCo Group (in the case of SplitCo). This Agreement shall constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any entity that becomes a Subsidiary or Affiliate of such Party on and after the Divestment. Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

10.11    Third Party Beneficiaries. This Agreement is solely for the benefit of each Party hereto and its respective Affiliates, successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person and should not be deemed to confer upon any third party any remedy, claim, liability, reimbursement, proceedings or other right in excess of those existing without reference to this Agreement.

10.12    Titles and Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

10.13    Exhibits and Schedules. The exhibits and schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the exhibits or schedules constitutes an admission of any liability or obligation of any member of the Medtronic Group or the SplitCo Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Medtronic Group or the SplitCo Group or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any exhibit or schedule is made solely for purposes of allocating potential liabilities among the Parties and shall not be deemed as or construed to be an admission that any such liability exists.

10.14    Governing Law. Any disputes arising out of, related to or in connection with this Agreement, including, without limitation, to its execution, performance, or enforcement, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware finds it lacks subject matter jurisdiction, the federal court of the United States sitting in Delaware or, if (and only if) the federal court of the United States sitting in Delaware finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware, and appellate courts thereof, over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.

10.15 Specific Performance. Subject to Article IX, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

10.16    Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

10.17    Construction. The rules of interpretation set forth in Section 11.16 of the Separation Agreement are incorporated by reference into this Agreement, mutatis mutandis.

10.18    Entire Agreement. This Agreement, the Separation Agreement, the other Ancillary Agreements and the Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein. Nothing contained in this Agreement is intended or shall be construed to amend or modify in any respect, or constitute a waiver of, any of the rights and obligations of the parties under the Separation Agreement.

10.19    Counterparts. This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.

10.20    Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or members of its Group may be exposed to employees and agents of the other Party or its Group who have a need to know such confidential Information as a result of, or in connection with, the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Affiliates, that such Party’s obligation (and the obligation of members of its Group) to use and keep confidential such Information of the other Party or its Group shall be governed by Section 7.09 of the Separation Agreement.

10.21    WAIVER OF JURY TRIAL. EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH OF THE PARTIES UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH OF THE PARTIES MAKES THIS WAIVER VOLUNTARILY AND (D) EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.21.

10.22    Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of Medtronic or SplitCo in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

10.23    Separation Agreement

. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

10.24 Force Majeure. In case performance of any terms or provisions hereof shall be delayed or prevented, in whole or in part, because of or related to compliance with any Law or requirement of any national securities exchange, or because of riot, war, public disturbance, strike, labor dispute, fire, explosion, storm, flood, earthquake, pandemic, shortage of necessary equipment, materials or labor, or restrictions thereon or limitations upon the use thereof, delays in transportation, act of God or act of terrorism, in each case, that is not within the control of the Party whose performance is interfered with and which, by the exercise of reasonable diligence, such Party is unable to prevent, or for any other reason which is not within the control of such Party whose performance is interfered with and which, by the exercise of reasonable diligence, such Party is unable to prevent (each, a “Force Majeure Event”), then, upon prompt written notice stating the date and extent of such interference and the cause thereof by such Party to the other Party, such Party shall be excused from its obligations hereunder during the period such Force Majeure Event or its effects continue, and no liability shall attach against either Party on account thereof; provided, however, that the Party whose performance is interfered with promptly resumes the required performance upon the cessation of the Force Majeure Event or its effects. No Party shall be excused from performance if such Party fails to use commercially reasonable efforts to remedy the situation and remove the cause and effects of the Force Majeure Event.

10.25    Tax Matters Agreement Controls. Except to the extent required by applicable Law, to the extent that any provision of a Conveyancing and Assumption Instrument conflicts with any provision of this Agreement, this Agreement shall govern and control unless specifically stated otherwise in such Conveyancing and Assumption Instrument or the Separation Agreement.

[Signature page follows. The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

and

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”).

WHEREAS, Medtronic and SplitCo have entered into a Separation Agreement, which sets forth the principal corporate transactions required to effect the Separation and the Initial Public Offering and describes certain other agreements that will govern certain matters relating to the Separation, the Initial Public Offering and the Divestment or the Other Disposition, as applicable, and the relationship of Medtronic, SplitCo and their respective Subsidiaries following the Separation;

WHEREAS, in connection therewith, the Parties have agreed to enter into this Agreement to allocate between them assets, liabilities and responsibilities with respect to certain employee compensation, pension and benefit plans, programs and arrangements and other employment matters.

Definitions

SECTION 1.01. Definitions. For purposes of this Agreement, the following terms shall have the following meanings.

“Active Participant” has the meaning set forth in Section 5.01.

“Administrative Model” has the meaning set forth in Section 7.08.

“Agreement” means this Employee Matters Agreement.

“Benefit Plan” means, with respect to an entity or any of its Subsidiaries, any plan, program, policy, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation right, restricted stock, restricted stock unit, performance unit, deferred stock unit or other equity-based compensation, severance pay, retention, change in control, salary continuation, life insurance, death benefit, health, hospitalization, workers compensation, welfare benefits, perquisites, sick leave, vacation pay, disability or accident insurance or other employee benefit plan, program, agreement or arrangement, including any “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA.

“CAP” has the meaning set forth in Section 9.01(a).

“CBA” means either the Medtronic CBA or the SplitCo CBA, as the context requires.

“COBRA” means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code and any similar state Law.

“Collective Bargaining Agreement” means any collective bargaining, works council or other similar agreement, Contract or arrangement with any labor union, works council or other labor representative applicable to any SplitCo Employee.

“Continuation Period” means the period from the Standup Date (or, in respect of Deferred Market Employees or SplitCo Visa Employees, the Deferred Separation Date or the Deferred Employee Date, respectively), through the later of (a) any continuation period required by applicable Law or CBA, and (b) a period of twelve (12) months following the Standup Date (or, in respect of Deferred Market Employees or SplitCo Visa Employees, the Deferred Separation Date or the Deferred Employee Date, respectively).

“Conversion Ratio” means the quotient, rounded to four (4) decimal places, of (a) the average closing trading price of a Medtronic Parent Ordinary Share for the last three consecutive regular trading days (9:30 am to 4:00 pm EST) on the Exchange, ending on the last regular trading day (9:30 am to 4:00 pm EST) ending immediately preceding the Separation Date, divided by (b) the average closing trading price of a share of SplitCo Common Stock for three consecutive regular trading days (9:30 am to 4:00 pm EST) on the Exchange, starting with and including the first regular trading day (9:30 am to 4:00 pm EST) on which the Separation occurs.

“Deferred Employee Date” has the meaning set forth in Section 2.01(d).

“Deferred Market Employee” has the meaning set forth in Section 2.10.

“Dispute” has the meaning set forth in Section 2.11(e).

“Employment Records” has the meaning set forth in Section 2.09.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includes any proposed, temporary or final regulation in effect thereunder.

“FICA” has the meaning set forth in Section 9.01(d).

“Former Medtronic Employee” means each individual who, as of the Standup Date, is a former employee of a Medtronic Entity and who is not a Former SplitCo Employee.

“Former SplitCo Employee” means (a) each former employee who separated from employment with a SplitCo Entity prior to the Standup Date and (b) each former employee who separated from employment with a Medtronic Entity prior to the Standup Date and who was primarily dedicated to the SplitCo Business as of immediately prior to his or her separation from employment. For purposes of clause (b), an employee shall be deemed “primarily dedicated to the SplitCo Business” if, immediately prior to such individual’s separation from employment, (x) such employee was accounted for in the external reporting of the SplitCo Business in Medtronic’s financial accounting systems, or (y) the majority (more than 50%) of such employee’s working time was allocated to the SplitCo Business.

“German Works Council Completion” means the date on which Medtronic reaches an agreement with the applicable works council of the relevant member of the Medtronic Group on a balance of interest agreement (Interessenausgleich) or, if an agreement is not reached following an arbitration (Eingungsstelle), the date on which arbitration has failed. 

“Individual Agreement” means any individual (a) employment contract, (b) retention, severance or change in control agreement, (c) expatriate (including any international assignee) contract or agreement (including agreements and obligations regarding repatriation, relocation, equalization of Taxes and living standards in the host country), or (d) other agreement containing restrictive covenants (including confidentiality, noncompetition and non-solicitation provisions) between a Medtronic Entity or SplitCo Entity, on the one hand, and a SplitCo Employee, on the other hand, in each case as in effect immediately prior to the Standup Date.

“Medtronic Benefit Plan” means any Benefit Plan (a) that is sponsored, maintained or contributed to by, or required to be sponsored, maintained or contributed to by, any Medtronic Entity or (b) that is an Individual Agreement to which a Medtronic Entity is a party, but in each case excluding any SplitCo Benefit Plan.

“Medtronic CBA” means each Collective Bargaining Agreement covering Medtronic Employees.

“Medtronic Deferred PSU Award” means a performance share unit granted under the Medtronic Stock Plans (i) that has vested as the Separation Date and remains outstanding as a Medtronic DSU Award, and (ii) for which the holder has elected to defer distribution until a future date in accordance with the terms of the applicable Medtronic Stock Plan, including upon the holder’s retirement or termination of employment.

“Medtronic Dividend Equivalent Unit” means a dividend equivalent unit denominated in Medtronic Parent Ordinary Shares that is credited in respect of a Medtronic RSU Award or Medtronic PSU Award.

“Medtronic DSU Award” means an award representing a contractual right to receive Medtronic Parent Ordinary Shares granted pursuant to the Medtronic Stock Plans that is outstanding immediately prior to the Effective Time.

“Medtronic Employee” means each employee of the Medtronic Group or the SplitCo Group who is not a SplitCo Employee.

“Medtronic Employee Liabilities” means the following Liabilities:

(a)    all Liabilities (including those arising under any Action) arising under or related to a Medtronic Benefit Plan and the Retained Medtronic Awards, other than as provided in this Agreement;

(b)    all Liabilities (including those arising under any Action) arising under or related to any Action with respect to all Medtronic Employees or Former Medtronic Employees at any time prior to, on or after the Standup Date;

(c)    all Liabilities with respect to the employment and termination of all Medtronic Employees and Former Medtronic Employees, whether arising before, on or after the Standup Date; and

(d)    all other Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by, or allocated to, any member of the Medtronic Group, including pursuant to Section 5.02, Schedule VI and prong (f) of the definition of “SplitCo Employee Liabilities” hereof.

“Medtronic Entity” means any member of the Medtronic Group.

“Medtronic ESPP” means the Medtronic plc 2024 Employee Stock Purchase Plan, as amended from time to time.

“Medtronic Non-Qualified Plan” means each Medtronic Benefit Plan that is a nonqualified deferred compensation plan or arrangement, including any such plan that is an excess defined benefit or defined contribution plan.

“Medtronic Option Award” means an option to purchase Medtronic Parent Ordinary Shares granted under the Medtronic Stock Plans and outstanding as of immediately prior to the Separation Date.

“Medtronic OUS Pension Plan” means each Medtronic Benefit Plan that is a defined benefit plan providing lump sum and/or pension benefits on retirement and/or leaving service that is maintained in or is contributed to in respect of current or former employees who are or were principally employed in, any jurisdiction outside of the United States.

“Medtronic 2024 PSU Award” means a performance share unit with respect to Medtronic Parent Ordinary Shares granted in fiscal year 2024 for the fiscal years 2024-2026 performance period under the Medtronic Stock Plans and outstanding as of immediately prior to the Separation Date.

“Medtronic 2025 PSU Award” means a performance share unit with respect to Medtronic Parent Ordinary Shares granted in fiscal year 2025 for the fiscal years 2025-2027 performance period under the Medtronic Stock Plans and outstanding as of immediately prior to the Separation Date.

“Medtronic 2026 PSU Award” means a performance share unit with respect to Medtronic Parent Ordinary Shares granted in fiscal year 2026 for the fiscal years 2026-2028 performance period under the Medtronic Stock Plans and outstanding as of immediately prior to the Separation Date.

“Medtronic PSU Award” means a performance share unit with respect to Medtronic Parent Ordinary Shares granted under the Medtronic Stock Plans and outstanding as of immediately prior to the Separation Date but specifically excluding the Medtronic 2024 PSU Awards.

“Medtronic RSU Award” means a restricted share unit (including any restricted share unit that, as of the Separation Date, was previously earned based on performance-based vesting conditions but remains subject solely to service-based vesting conditions) with respect to Medtronic Parent Ordinary Shares granted under the Medtronic Stock Plans and outstanding as of immediately prior to the Separation Date.

“Medtronic Stock Plans” means the Medtronic 2003 Long-Term Incentive Plan, the Medtronic 2008 Stock Award and Incentive Plan, the Medtronic 2013 Stock Award and Incentive Plan, and the Medtronic plc 2021 Long-Term Incentive Plan, each as amended and restated from time to time.

“Medtronic Welfare Plan” means a Welfare Plan that is a Medtronic Benefit Plan.

“Netherlands Works Council Completion” means the date on which the applicable works council of the relevant member of the Medtronic Group has rendered a neutral or positive opinion in writing and Medtronic has taken a decision in line with the opinion or until Medtronic reasonably concludes that, as a matter of Dutch Law, the applicable works council of the Dutch Medtronic Entity is deemed to have been consulted and to have rendered a negative opinion and Medtronic has taken a decision that is not in line with the negative opinion and the one-month waiting period has lapsed in which the works council has not initiated legal proceedings before the Enterprise Chamber of the Amsterdam Court of Appeal, or the works council has waived the one-month waiting period, in accordance with the provisions of Dutch Law, or in case the works council initiated legal proceedings before the Enterprise Chamber of the Amsterdam Court of Appeal in accordance with the provisions of Dutch Law and the Enterprise Chamber of the Amsterdam Court of Appeal rules that the Dutch Medtronic Entity can implement the decision.

“Non-U.S. DC Plan” has the meaning set forth in Section 6.06.

“NRPS” has the meaning set forth in Section 9.01(a).

“Party” has the meaning set forth in the preamble.

“Payroll Transition Date” has the meaning set forth in Section 6.01.

“Periodic Review” has the meaning set forth in Section 2.11(c).

“Puerto Rico Code” has the meaning set forth in Section 6.01.

“Refusal Employee” has the meaning set forth in Section 2.02.

“Retained Medtronic Awards” means, collectively, (i) each Medtronic 2024 PSU Award held by any SplitCo Employee as of the Separation Date, and (ii) each Medtronic Option Award held by any SplitCo Employee as of the Separation Date.

“Savings Plan Transfer Date” has the meaning set forth in Section 6.02.

“Second Step Transaction” means the Divestment or the Other Disposition, as applicable.

“Shared-Services Employee” means any employee who, immediately prior to such individual’s Standup Date (or, for any such Shared-Services Employee that is a SplitCo Leave Employee, immediately prior to the date on which such individual became a SplitCo Leave Employee), allocated 50% or less of such employee’s working to the SplitCo Business but who occupies a role or position that is listed on Schedule I attached hereto (it being understood that such roles and positions provide support to the SplitCo Business and have been selected by the Parties in good faith and in accordance with the methodology mutually established by Parties prior to the date hereof).

“SplitCo Benefit Plan” means any Benefit Plan (a) that is solely sponsored, maintained or contributed to by, or required to be sponsored, maintained or contributed to by, any SplitCo Entity, (b) that is an Individual Agreement to which a SplitCo Entity and/or a SplitCo Employee or Former SplitCo Employee is a party, (c) that is solely for the benefit of SplitCo Employees and/or Former SplitCo Employees, or (d) assumed or adopted by SplitCo pursuant to the terms of this Agreement.

“SplitCo CBA” means each Collective Bargaining Agreement covering SplitCo Employees or the SplitCo Business.

“SplitCo CBA Liabilities” means all Liabilities arising under or related to any SplitCo CBA, including any Liabilities related to a Medtronic CBA covering SplitCo Employees or Former SplitCo Employee.

“SplitCo Dividend Equivalent Unit” means a dividend equivalent unit denominated in shares of SplitCo Common Stock that is credited in respect of a SplitCo RSU Award or SplitCo PSU Award in accordance with Section 7.02 or Section 7.03, as applicable.

“SplitCo DSU Award” has the meaning set forth in Section 7.02.

“SplitCo Employee” means each employee, including any such employee who is hired or engaged by Medtronic, SplitCo or any of their Affiliates following the date of this Agreement, as of immediately prior to the Standup Date, who is (a) employed by a SplitCo Entity, (b) a SplitCo Transfer Employee, or (c) a SplitCo Offer Employee, including all Shared-Services Employees. During the period commencing on the date hereof and ending on the Divestment Date, the Parties shall work together in good faith to consider and agree (in writing) pursuant to Section 2.11 hereof if any additional employees, roles or positions not listed on Schedule I attached hereto, including any Medtronic Employees agreed among the Parties to temporarily support SplitCo following the Standup Date as a result of the transactions contemplated by this Agreement, the Separation Agreement and/or the TSA, shall be considered SplitCo Employees.

“SplitCo Employee Liabilities” means the following Liabilities:

(a)    all Liabilities (including those arising under any Action) arising under or related to a SplitCo Benefit Plan other than as provided in this Agreement;

(b)    all Liabilities (including those arising under any Action) arising under or related to any Action with respect to all SplitCo Employees or Former SplitCo Employees (including SplitCo Leave Employees) at any time prior to, on or after the Standup Date;

(c)    all Liabilities with respect to the employment and termination of all SplitCo Employees and Former SplitCo Employees (including SplitCo Leave Employees), whether arising before, on or after the Standup Date;

(d)    the SplitCo CBA Liabilities;

(e)    all Liabilities arising under or related to SplitCo Employees, to the extent relating to, arising out of or resulting from the ownership, operation or conduct of the SplitCo Business; and

(f)    all other Liabilities that are expressly provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by, or allocated to, any member of the SplitCo Group, including pursuant to Section 5.02 and as set forth on Schedule III hereof; provided, that with respect to any Shared-Services Employee, the aforementioned Liabilities, solely to the extent incurred prior such Shared-Services Employee’s Standup Date, shall be allocated between Medtronic and SplitCo pro-rata based on, and consistent with, the good-faith allocation of such employee’s working time between the respective businesses during the twelve (12) months immediately preceding such Shared-Services Employee’s Standup Date (or, for any

such Shared-Services Employee that is a SplitCo Leave Employee, immediately prior to the date on which such individual became a SplitCo Leave Employee).

“SplitCo Entity” means any member of the SplitCo Group.

“SplitCo ESPP” has the meaning set forth in Section 8.05(a).

“SplitCo Leave Employee” means each SplitCo Employee who is (a) receiving long-term disability benefits as of immediately prior to the Standup Date pursuant to a Medtronic Benefit Plan principally covering employees employed in the United States; or (b) employed in an EMEA jurisdiction and who is on an approved long-term leave of absence (including but not limited to long-term illness absence, maternity leave or parental leave) as of immediately prior to and on the Standup Date.

“SplitCo Nonqualified Plans” has the meaning set forth in Section 9.01(a).

“SplitCo Offer Employee” means any employee who (a)(i) is primarily dedicated to the SplitCo Business, or (ii) occupies a role or position that is listed on Schedule I attached hereto (it being understood that such roles and positions provide support to the SplitCo Business and have been selected by the Parties in good faith and in accordance with the methodology mutually established by Parties prior to the date hereof), and (b) is employed in a jurisdiction where the local employment Laws do not provide for the automatic transfer of employees upon the transfer of a business or part of a business as a going concern (or in any jurisdiction where the local employment Laws do provide for the automatic transfer of employees upon the transfer of a business or part of a business as a going concern but applicable Law requires that such employee receives an offer of employment or for any reason). For purposes of clause (a)(i), an employee shall be deemed “primarily dedicated to the SplitCo Business” if, immediately prior to such individual’s Standup Date, (x) such employee was accounted for in the external reporting of the SplitCo Business in Medtronic’s financial accounting systems, or (y) the majority (more than 50%) of such employee’s working time was allocated to the SplitCo Business.

“SplitCo Pension Plan” has the meaning set forth in Section 5.01.

“SplitCo RSU Award” has the meaning set forth in Section 7.02.

“SplitCo Stock Plan” has the meaning set forth in Section 7.01.

“SplitCo Transfer Employee” means any employee who (a) is assigned to the SplitCo Business, and (b) is employed in a jurisdiction where the local employment Laws provide for automatic transfer of employees upon the transfer of a business or part of a business as a going concern, including those who are employed in a jurisdiction listed in Schedule II attached hereto. For purposes of clause (a), an employee shall be deemed “assigned to the SplitCo Business” if, immediately prior to such individual’s Standup Date, such employee was assigned to the SplitCo Business as prescribed under the local employment Laws providing for automatic transfer of employees upon the transfer of a business or part of a business as a going concern.

“SplitCo U.S. Savings Plan” has the meaning set forth in Section 6.01.

“SplitCo Visa Employee” has the meaning set forth in Section 2.01(d).

“SplitCo Welfare Plan” has the meaning set forth in Section 4.01.

“Standup Date” means (a) for SplitCo Employees located in the United Kingdom, January 24, 2026, (b) for SplitCo Employees located in the United States and Puerto Rico, February 28, 2026, and (c) for all other SplitCo Employees, March 1, 2026; provided, that for any SplitCo Employee that is also a SplitCo Visa Employee and/or a Deferred Market Employee, the “Standup Date” shall instead refer to the Deferred Employee Date or Deferred Separation Date, respectively and as applicable.

“Taxes” shall have the meaning set forth in the TMA.

“Transferring Pension Plan” has the meaning set forth in Section 5.02(a).

“Transfer Regulations” means the Acquired Rights Directive 2001/23 EC of the European Council dated March 12, 2001, and such applicable Law, agreement or other measure in each Directive Country that implements or extends the Directive which shall for the purpose of this Agreement include the Transfer of Undertakings (Protection of Employment) Regulations 2006 and any other legislation under the applicable Laws of any jurisdiction having the effect of automatically transferring employees’ employment on the transfer of a business or undertaking.

“Welfare Plan” means any “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, mental health, substance abuse and retiree health), disability benefits, or life, accidental death and dismemberment, and business travel insurance, pre-Tax premium conversion benefits, dependent care assistance programs, employee assistance programs, paid time-off programs, contribution funding toward a health savings account or flexible spending accounts.

General

SECTION 2.01. Employment of SplitCo Employees.

(a) Employee Transfers. Subject to applicable local law, and in respect of SplitCo Transfer Employees located in Germany, subject to the German Works Council Completion, and in respect of SplitCo Transfer Employees located in the Netherlands, the Netherlands Works Council Completion, the Parties intend that the contracts of employment of each SplitCo Transfer Employee, will have effect on or prior to the Standup Date (or, in respect of Deferred Market Employees or SplitCo Visa Employees, the Deferred Separation Date or the Deferred Employee Date, respectively), as if originally made between a member of the SplitCo Group and such SplitCo Employees under the applicable Transfer Regulations. If the contract of any SplitCo Transfer Employee does not transfer, or is alleged not to transfer pursuant to the applicable Transfer Regulations other than as a result of such employee’s objection to such transfer (where such right exists), such employee shall still be considered a SplitCo Offer Employee.

(b) SplitCo Offer Employees. For each SplitCo Offer Employee, and in respect of SplitCo Offer Employees located in Germany, subject to the German Works Council Completion, and in respect of SplitCo Offer Employees located in the Netherlands, the Netherlands Works Council Completion, a SplitCo Entity shall, at least 30 days prior to the Standup Date, Deferred Employee Date or Deferred Separation Date, as applicable, provide to each SplitCo Offer Employee a written offer of employment with a member of the SplitCo Group to commence upon the Standup Date, Deferred Employee Date or Deferred Separation Date, as applicable, or upon such later date as agreed between the Parties. All such offers shall (i) comply with the requirements set forth in, and provide for compensation and benefits on terms that are consistent with, this Agreement and (ii) set forth other terms that satisfy all requirements of applicable Law and are sufficient to avoid triggering redundancy, severance, termination or similar entitlements in connection with the transfer of employment from a member of the Medtronic Group to a member of the SplitCo Group. Any offer of employment to a SplitCo Leave Employee will be made in accordance with Section 2.01(c) below. Any offers of employment provided pursuant to this Section 2.01(b) shall be subject to advance review and comment by Medtronic, and SplitCo shall consider in good faith and accept all such reasonable comments.

(c) SplitCo Leave Employees. With the exception of SplitCo Employees who are automatically transferred pursuant to the applicable Transfer Regulations, in the event that any SplitCo Leave Employee returns to work from his or her leave of absence within one (1) year following the Standup Date, then a SplitCo Entity shall make an offer of employment to such individual as soon as practicable, but in no event later than ten (10) days, following such individual’s eligibility to return to active service; provided, that with respect to each such SplitCo Leave Employee who is subject to a SplitCo CBA, the Medtronic Group and the SplitCo Group shall comply with any return-to-work provisions set forth in the applicable SplitCo CBA, and if such SplitCo Leave Employee has a right to return to the Medtronic Group, such SplitCo Leave Employee shall be considered a Medtronic Employee. Offers of employment described in this Section 2.01(c) shall comply with the requirements set forth in, and provide for compensation and benefits on terms that are consistent with, this Agreement. Unless otherwise specified in this Agreement or for purposes of this Section 2.01, for any SplitCo Leave Employee, references in this Agreement to the “Standup Date” or “Separation Date” shall be treated as references to the first day and time at which the applicable SplitCo Leave Employee commences employment with the SplitCo Group following such SplitCo Leave Employee’s return to work. Each SplitCo Leave Employee shall, until the date such SplitCo Leave Employee commences employment with a SplitCo Entity in accordance with this Section 2.01(c), remain on Medtronic’s payroll and covered by any applicable Medtronic Benefit Plans and any Liabilities incurred as a result of, arising out of or relating to such continuance of payroll and benefits shall be Medtronic Employee Liabilities; provided, that for all other purposes of this Agreement (including if a SplitCo Leave Employee is unable to return to work within one (1) year of the Standup Date), a SplitCo Leave Employee shall be considered a Former SplitCo Employee, unless and until he or she (i) commences active employment with a member of the SplitCo Group or (ii) becomes treated as a Medtronic Employee pursuant to the first sentence of this Section 2.01(c). In the event that Medtronic terminates a SplitCo Leave Employee as a result of their ineligibility to return to active service within one (1) year of the Standup Date or refusal to accept an offer of employment delivered pursuant to this Section 2.01(c), any Liabilities (including, but not limited to, any claim for severance or other similar payments or benefits, claims of discrimination, retaliation or violation of leave or employment rights under applicable Law, and/or any related legal or outside counsel fees and expenses) incurred as a result of, arising out of or relating to such termination shall be SplitCo Employee Liabilities.

(d) SplitCo Visa Employees. If any SplitCo Employee requires a visa, work permit or other approval for his or her employment to commence with, transfer to or continue with a member of the SplitCo Group on or after the Standup Date or Deferred Separation Date (as applicable) (each, a “SplitCo Visa Employee”), the SplitCo Group shall promptly file any necessary applications or documents and will take all reasonable actions needed to secure the necessary visa, permit or other approval to allow such SplitCo Visa Employee to commence work with effect from the Standup Date or Deferred Separation Date (as applicable), and Medtronic will provide such assistance as reasonably requested by SplitCo in connection therewith; provided, that SplitCo shall be solely responsible for any costs, fees or expenses incurred in connection with such SplitCo Visa Employee applications and actions. If the necessary work approval is not in place in respect of a SplitCo Visa Employee as at the Standup Date or Deferred Separation Date (as applicable), the transfer of any such SplitCo Visa Employee will be deferred until the date that such visa, work permit or other approval is in place (the “Deferred Employee Date”), and such SplitCo Visa Employee shall, until the Deferred Employee Date, remain on Medtronic’s payroll and covered by any applicable Medtronic Benefit Plans; provided, that any Liabilities incurred as a result of, arising out of or relating to such continuance of payroll and benefits shall be SplitCo Employee Liabilities.

(e) At-Will Status. Nothing in this Agreement shall create any obligation on the part of any member of the Medtronic Group or any member of the SplitCo Group to (i) continue the employment of any SplitCo Employee or permit the return from a leave of absence for any period after the date of this Agreement (except as required by applicable Law or CBA) or (ii) change the employment status of any SplitCo Employee from “at-will,” to the extent that such SplitCo Employee is an “at-will” employee under applicable Law.

SECTION 2.02. Refusal Employees. In the event that a SplitCo Employee is not employed by a SplitCo Entity on the Standup Date, Deferred Employee Date or Deferred Separation Date (as applicable) solely as a result of such individual rejecting an offer of employment that is otherwise compliant with the requirements set forth in, and provides for compensation and benefits on terms that are consistent with, this Agreement (each a “Refusal Employee”), such Refusal Employee’s employment shall remain with the Medtronic Group as at the Standup Date, Deferred Employee Date or Deferred Separation Date (as applicable); provided, that the relevant member of the Medtronic Group may terminate such Refusal Employee’s employment within six (6) calendar months of the Standup Date, Deferred Employee Date or Deferred Separation Date (as applicable) and any Liabilities arising from or incurred in connection with any such termination (including, without limitation, claims for severance and/or any related legal or outside counsel fees and expenses) shall be Medtronic Employee Liabilities.

For the avoidance of doubt, nothing in this Agreement shall create any obligation on the part of any member of the Medtronic Group to continue the employment of any Refusal Employee (except as required by applicable Law or CBA).

SECTION 2.03. Comparable Compensation and Benefits. During the Continuation Period, SplitCo shall provide to each SplitCo Employee: (a) a base salary or wage rate that is not less than that in effect for such SplitCo Employee immediately prior to the Standup Date, (b) short-term incentive compensation opportunities that are no less favorable than those in effect for each such SplitCo Employee immediately prior to the Standup Date, and (c) employee benefits that, in the aggregate, are substantially comparable to those in effect for each such SplitCo Employee immediately prior to the Standup Date (excluding long-term or equity-based incentive compensation, retention payments and other one-time or non-recurring compensation payments and any defined benefit pension plans except where required by applicable Law). Any period of continuous service of a SplitCo Employee with a Medtronic Entity which ends on the Standup Date shall be treated as if it were service with a SplitCo Entity for the purposes of determining eligibility for membership of, vesting of benefits under, and other service-related provisions of, any SplitCo Benefit Plan except to the extent (i) not permitted by applicable Law; (ii) which would result in a duplication of benefits for the SplitCo Employee; or (c) recognized for benefit accrual under defined benefit pension schemes.

SECTION 2.04. General Allocation of Employee Liabilities. Except as otherwise expressly provided in this Agreement, effective as of the Standup Date, (a) a member of the SplitCo Group shall assume or retain, and the members of the SplitCo Group hereby agree to perform, fulfill, pay and discharge in accordance with their respective terms, the SplitCo Employee Liabilities, and (b) a member of the Medtronic Group shall assume or retain, and the members of the Medtronic Group hereby agree to perform, fulfill, pay and discharge in accordance with their respective terms, the Medtronic Employee Liabilities. No Party shall be required to reimburse the other Party for Liabilities to the extent that such Liabilities have been satisfied prior to the Standup Date. To the extent that this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they should be allocated in connection with the Separation or Divestment, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement.

(a) SplitCo Indemnification. In the event that any transfer of Assets and/or Liabilities pursuant to this Section 2.04 (each, a “Transfer”) is delayed past the time contemplated by this Agreement or otherwise not effectuated in accordance with provisions of this Agreement, the SplitCo Group shall indemnify, defend and hold harmless the members of the Medtronic Group from and against all Liabilities incurred by the Medtronic Group to the extent relating to, arising out of or resulting from such delay or failure, including (A) administrative costs and expenses incurred by the Medtronic Group in connection with retaining or administering any Assets or Liabilities subject to a Transfer that should have been transferred or assumed by the SplitCo Group, and (B) other Liabilities incurred by the Medtronic Group as a result of such delay or failure; provided, that the SplitCo Group shall have no indemnification obligation under this Section 2.04(a) to the extent such delay or failure results exclusively from requirements of applicable Law.

(b) Medtronic Indemnification. In the event that any Transfer is delayed past the time contemplated by this Agreement or otherwise not effected in a timely manner as a result of Medtronic’s failure to reasonably cooperate with SplitCo or otherwise fulfill its obligations under this Section 2.04, the Medtronic Group shall indemnify, defend and hold harmless the members of the SplitCo Group from and against all Liabilities incurred by the SplitCo Group to the extent relating to, arising out of or resulting from such delay or failure; provided, that the Medtronic Group shall have no indemnification obligation under this Section 2.04(b) to the extent such delay or failure results exclusively from (1) requirements of applicable Law, (2) a required approval or consent from a third party that has not been obtained despite the Medtronic Group’s reasonable best efforts, or (3) any act or omission of any member of the SplitCo Group.

(c) Indemnification Procedures. Any indemnification obligation arising under this Section 2.04 shall be subject to, and administered in accordance with, the indemnification procedures set forth in Article VI of the Separation Agreement (including Section 6.04 (Indemnification Obligations Net of Insurance Proceeds and Third-Party Proceeds), Section 6.05 (Procedures for Indemnification of Third-Party Claims) and Section 6.06 (Additional Matters)), which procedures are incorporated herein by reference.

SECTION 2.05. General Treatment of Employee Benefits. The Parties acknowledge and agree that, except as otherwise provided in this Agreement, the Separation Agreement or any Ancillary Agreement or as required by the terms of any Medtronic Benefit Plan or by applicable Law, the Medtronic Group will take all actions necessary or appropriate so that active participation in Medtronic Benefit Plans (other than any equity-compensation plans) by all SplitCo Employees will terminate as of immediately prior to the Standup Date (other than in the case Deferred Market Employees or SplitCo Visa Employees, who shall terminate active participation on Deferred Separation Date or the Deferred Employee Date, respectively) and each member of the SplitCo Group will cease to be a participating employer under the terms of such Medtronic Benefit Plans as of such time.

SECTION 2.06. Non-Termination of Employment or Benefits. Except as otherwise required by applicable Law or an Individual Agreement, neither this Agreement, the Separation Agreement nor any Ancillary Agreement shall be construed to create any right or accelerate any entitlement to any compensation or benefit on the part of any Medtronic Employee, SplitCo Employee, Former Medtronic Employee or Former SplitCo Employee. Without limiting the generality of the foregoing, except as otherwise required by applicable Law or an Individual Agreement, neither the Initial Public Offering, the Second Step Transaction nor the transfers of employment contemplated by Section 2.01 shall cause any individual to be deemed to have incurred a termination of employment or to have created any entitlement to any severance payments or benefits or the commencement of any other benefits under any Medtronic Benefit Plan or any SplitCo Benefit Plan. Neither the Initial Public Offering nor the Second Step Transaction shall constitute a “change in control” (or term of similar meaning) for purposes of any Medtronic Benefit Plan or any SplitCo Benefit Plan.

SECTION 2.07. Power to Amend. Subject to the Parties’ compliance with the remaining terms of this Agreement, nothing in this Agreement shall prevent any member of the SplitCo Group or any member of the Medtronic Group from amending, merging, modifying, terminating, eliminating, reducing or otherwise altering in any respect any SplitCo Benefit Plan or Medtronic Benefit Plan, any benefit under any SplitCo Benefit Plan or Medtronic Benefit Plan or any trust, insurance policy or funding vehicle related to any SplitCo Benefit Plan or Medtronic Benefit Plan, as applicable.

SECTION 2.08. No Right to Continued Employment. Nothing contained in this Agreement shall confer any right to continued employment on any Medtronic Employee or SplitCo Employee. Except as otherwise expressly provided in this Agreement, this Agreement shall not limit the ability of any member of the SplitCo Group or any member of the Medtronic Group to change the position, compensation or benefits of any of its employees for performance-related, business or any other reasons or require any such entity to continue the employment of any such employee for any period of time; provided, however, that in the event of any such termination of employment or modification of the terms and conditions of employment, any associated Liabilities shall be SplitCo Employee Liabilities or Medtronic Employee Liabilities, as applicable.

SECTION 2.09. Personnel Records. Transmission, access to, storage, retention and the use of any information and records regarding the employment and personnel matters of the Medtronic Employees, SplitCo Employees, Former Medtronic Employees and Former SplitCo Employees (collectively, “Employment Records”) shall be governed by Article VII of the Separation Agreement, except as otherwise explicitly provided herein. The Medtronic Group shall, subject to applicable Law, collect and transfer to the SplitCo Group all Employment Records primarily relating to the SplitCo Employees and Former SplitCo Employees as soon as reasonably practicable following the Standup Date; provided, that (a) the collection and transfer of any Employment Records shall be subject to (i) any restrictions or review and approval procedures required by any Collective Bargaining Agreement or (ii) where the Medtronic Group determines it to be necessary or desirable, review and approval by any works council or other employee representative body; and (b) the Medtronic Group shall not be required to collect and transfer any Employment Records where it determines, in its reasonable discretion, that it is not practical to do so, such as in the case of intermingled hard-copy records. Notwithstanding the foregoing, the Medtronic Group shall retain access to and use of all Employment Records relating to SplitCo Employees through the Divestment Date as reasonably necessary for purposes of administering payroll, benefits, and other employment-related obligations following the Standup Date in compliance with applicable data protection Laws. To the extent any Employment Records are transferred to the SplitCo Group prior to the Divestment Date, the Medtronic Group shall retain copies of such records, and the SplitCo Group shall provide the Medtronic Group with reasonable access to the original Employment Records as necessary for the Medtronic Group to fulfill its payroll and administrative obligations through the Divestment Date. Following the Standup Date, the SplitCo Group may reasonably request the collection and transfer of any additional Employment Records primarily related to the SplitCo Employees and Former SplitCo Employees, and the Medtronic Group shall use commercially reasonable efforts to fulfill any such request, taking into consideration applicable Law, the requirements of any Collective Bargaining Agreement, the requirements and requests of any works council or other employee representative body and the effort involved in collecting and transferring such Employment Records, including in separating any intermingled Employment Records.

Except where prohibited by applicable Law, the Medtronic Group shall be permitted to retain copies of all Employment Records transferred to the SplitCo Group for the maximum period of time permitted by applicable Law. The SplitCo Group shall indemnify and hold harmless the Medtronic Group from and against any and all Liabilities that arise from the SplitCo Group’s possession or use of any transferred Employment Records to the extent caused by the SplitCo Group’s breach of this Agreement or applicable Law. The Medtronic Group shall indemnify and hold harmless the SplitCo Group from and against any and all Liabilities that arise from the Medtronic Group’s possession or use of Employment Records in violation of this Agreement or applicable Law.

SECTION 2.10. Deferred Markets. Notwithstanding anything to the contrary herein, the Parties will defer until after the Separation Date the transfer of any individual who is employed by a member of the Medtronic Group in a Deferred Market and provides services to the SplitCo Business (a “Deferred Market Employee”), and such Deferred Market Employee shall, until the applicable Deferred Separation Date, remain on Medtronic’s payroll and covered by any applicable Medtronic Benefit Plan. Notwithstanding the foregoing, any Deferred Market Employee will be considered a SplitCo Employee for all purposes of this Agreement. The transfer of each Deferred Market Employee shall occur on the applicable Deferred Separation Date in accordance with the terms and conditions set forth in Section 2.07 of the Separation Agreement, and Medtronic and SplitCo shall comply with Section 2.07 of the Separation Agreement with respect to the accrual and allocation of all costs and expenses incurred with respect to any Deferred Market Employee between the Separation Date and the applicable Deferred Separation Date. Unless otherwise specified in this Agreement, for any Deferred Market Employee, references in this Agreement to the “Standup Date” or “Separation Date” shall be treated as references to the applicable Deferred Separation Date. In the event SplitCo (a) directs Medtronic to terminate a Deferred Market Employee prior to such Deferred Market Employee’s Deferred Separation Date, or (b)(i) fails to make an offer of employment to a Deferred Market Employee that is a SplitCo Offer Employee as of the applicable Deferred Separation Date in accordance with Section 2.01(b) and (ii) the relevant member of the Medtronic Group terminates such Deferred Market Employee, any Liabilities arising from or incurred in connection with any such termination (including, without limitation, claims for severance and/or any related legal or outside counsel fees and expenses) shall be SplitCo Employee Liabilities. Medtronic shall transfer any SplitCo Assets and SplitCo Employee Liabilities that are assumed by SplitCo in connection with this Section 2.11(b), and the Parties shall prepare their financial statements with respect to such assumptions, in each case in accordance with GAAP.

SECTION 2.11. Post-Standup Date SplitCo Employee Determination.

(a) Ongoing Determination and Status Change. Following the date of this Agreement, Medtronic and SplitCo shall cooperate in good faith to (i) determine whether any additional individuals should be deemed “SplitCo Employees” for purposes of this Agreement, and (ii) assess whether any individuals previously designated as SplitCo Employees should be removed from, or reclassified within, the SplitCo Business, in each case due to changes in employment status, business assignment, or role and/or function. Such cooperation shall include evaluating individuals who may fall within the categories of employees contemplated by this Agreement, including any individuals whose employment status or business assignment was not finally determined or ascertained as of the date hereof.

(b) Process for Schedule Updates; Removals and Reclassifications. Upon Medtronic and SplitCo’s mutual determination that an individual shall be deemed a SplitCo Employee, removed as a SplitCo Employee, or reclassified within the SplitCo Business, the Parties shall (i) update Schedule I attached hereto and any other applicable employee schedules or exhibits to reflect such determination, removal or reclassification within ten (10) Business Days of the Parties’ mutual determination, and (ii) cooperate to implement any necessary payroll, tax withholding, employee benefit plan participation, equity compensation adjustments, and records updates with respect to such individual; provided, that with respect to any individual deemed a SplitCo Employee that is a SplitCo Offer Employee, a SplitCo Entity shall also make an offer of employment to commence on a date to be agreed between the Parties that complies with the requirements set forth in, and provide for compensation and benefits on terms that are consistent with, this Agreement. For any such individual, references in this Agreement to the “Standup Date” or “Separation Date” shall be treated as references to the first day and time at which the applicable individual commences employment with the SplitCo Group. The Parties recognize that transfers of Assets and/or Liabilities will require an initial transfer based on data available several months before the Standup Date, followed by one or more “true-up” adjustments to reflect changes between the time of the initial calculation and the effective date of the applicable transfer of any individual deemed a SplitCo Employee pursuant to this Section 2.11. The Parties shall cooperate to determine and effectuate the “true-up” adjustments, with such adjustments for any relevant Medtronic or SplitCo Benefit Plan to be completed in accordance with an agreed schedule that is acceptable to the plans’ actuaries and other service providers and in accordance with the terms of Section 2.04 hereof, the Separation Agreement and/or the Net Economic Benefit Agreement, as applicable. Medtronic shall transfer any SplitCo Assets and SplitCo Employee Liabilities that are assumed by SplitCo in connection with the true-up adjustments described in this Section 2.11(b), and the Parties shall prepare their financial statements with respect to such assumptions, in each case in accordance with GAAP.

(c) Periodic Reviews. For the period commencing on the date hereof and ending on the final Deferred Separation Date, Medtronic shall conduct periodic reviews of the SplitCo Employee Schedules (including Schedules I through II attached hereto) to identify necessary additions, removals and reclassifications, considering current staffing, business needs, and role and/or function assignments (each such review, a “Periodic Review”). Periodic Reviews shall be conducted quarterly (with the first Periodic Review to occur on the date that is six (6) months following the date hereof), unless otherwise agreed by the Parties in writing. In addition to quarterly Periodic Reviews, Medtronic shall conduct an additional Periodic Review within sixty (60) days prior to any Deferred Separation Date to confirm the Schedules are current and accurate as of such date. For each Periodic Review, (i) Medtronic shall provide SplitCo with written notice of each upcoming Periodic Review at least thirty (30) days prior to the commencement of such review, and (ii) within fifteen (15) days following such notice, Medtronic shall share with SplitCo a written summary of proposed Schedule updates, which summary shall include: (A) the specific employees proposed to be added to, removed from, or reclassified within the Schedules; (B) the rationale for each proposed change, including reference to the relevant staffing, business need, or role and/or function assignment supporting such change; and (C) the proposed effective date for each change. SplitCo shall have fifteen (15) Business Days following receipt of Medtronic’s information to review such information and provide written comments, questions, or proposed modifications to Medtronic. Medtronic shall consider in good faith any comments that SplitCo timely provides during such fifteen (15) Business Day period. The Parties shall use good faith efforts to agree upon the proposed Schedule updates within ten (10) Business Days following Medtronic’s receipt of SplitCo’s comments. Any agreed-upon updates shall be documented in writing and signed by authorized representatives of both Parties. The updated Schedules shall be deemed to amend and restate the applicable Schedules attached hereto as of the effective date specified in the written agreement.

(d) Interim Changes; Effective Dates and Administration. For any changes in the SplitCo Employee population that occur between Periodic Reviews, Medtronic shall use commercially reasonable efforts to notify SplitCo within ten (10) Business Days of any employee departures, role and/or function changes, or other events affecting any SplitCo Employee status and propose corresponding Schedule updates. Medtronic shall have no obligation to implement new tracking systems, modify its existing human resources information systems, change its accounting practices or principles, or otherwise alter its ordinary course business operations or practices to identify or report such changes. Unless otherwise agreed, removals from the SplitCo Business due to departure or role and/or function change shall be effective as of the date such employee ceases to primarily or materially serve the SplitCo Business, and reclassifications within the SplitCo Business shall be effective as of the date the new role and/or function commences. The Parties shall coordinate effective dates for payroll, tax withholding, benefit plan participation, equity award adjustments and records changes to minimize disruption and ensure compliance to the extent reasonably practicable and consistent with Medtronic’s existing systems and ordinary course practices, subject to the true-up adjustments described in Section 2.11(b).

(e) Dispute Resolution. If the Parties cannot agree on (i) whether an individual should be deemed a SplitCo Employee, (ii) whether an individual should be removed from or reclassified within the SplitCo Business, or (iii) the timing or content of the true-up adjustments described in Section 2.11(b) (a “Dispute”), such Dispute shall be resolved in accordance with the terms and conditions set forth in Section 11.02 of the Separation Agreement.

Collective Bargaining Agreements

SECTION 3.01. Continuity and Performance of Agreements.

(a) From and after the Standup Date (or such other date as is required by applicable Law), to the extent one or more members of the SplitCo Group becomes, or may become, a successor employer to the applicable member of the Medtronic Group under a SplitCo CBA pursuant to applicable Law or the terms of such SplitCo CBA, then such members hereby agree to become a successor employer to such SplitCo CBA, to comply with, honor and fulfill their obligations under such SplitCo CBA. Subject to the foregoing, such members of the SplitCo Group assume responsibility for, and Medtronic or the relevant member of the Medtronic Group shall cease to be responsible for or to otherwise have any Liability in respect of, such SplitCo CBA to the extent it pertains to any SplitCo Employee on or after the Standup Date; provided, however, that Medtronic shall retain Liabilities related to a SplitCo CBA that arise with respect to periods occurring prior to the Standup Date solely to the extent such Liabilities arose due to Medtronic’s material noncompliance with such SplitCo CBA prior to the Standup Date. To the extent the foregoing sentence is not applicable with respect to a SplitCo CBA, then, with respect to the SplitCo Employees subject to such SplitCo CBA, the members of the SplitCo Group shall be responsible for, and shall comply with, all obligations under applicable Law relating to collective bargaining and representation, including any that may be triggered as a result of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement, and shall indemnify the members of the Medtronic Group from any failure to so comply and for any obligations to such SplitCo Employees that may arise under the SplitCo CBAs on or after the Standup Date. Notwithstanding the foregoing, in the event the SplitCo Group negotiates, proposes, implements, or otherwise effectuates any modifications, amendments, replacements or terminations of any SplitCo CBA (collectively, “CBA Modifications”) following the Standup Date, (i) all such CBA Modifications shall be undertaken in compliance with all applicable labor and employment Laws, including without limitation any required consultation periods, information and consultation procedures, or advance notice requirements; any requirements for union consent, agreement, or good faith bargaining; any regulatory notifications, approvals, or authorizations; and any other procedural or substantive requirements imposed by the labor and employment Laws of the applicable jurisdiction, and (ii) Medtronic and the members of the Medtronic Group shall have no Liability whatsoever for, and SplitCo shall indemnify and hold harmless Medtronic and the members of the Medtronic Group from and against, any and all Liabilities, claims, demands, actions, suits, proceedings, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (x) any CBA Modifications proposed, negotiated, or implemented by SplitCo or any member of the SplitCo Group after the Divestment Date, (y) any failure by SplitCo or any member of the SplitCo Group to comply with applicable labor and employment Laws in connection with any such CBA Modifications, or (z) any disputes, grievances, unfair labor practice charges, or other proceedings initiated by any labor organization, works council, employee representative body, or SplitCo Employee in connection with any such CBA Modifications.

(b) To the extent required by applicable Law, any SplitCo CBA, Medtronic CBA or any other Collective Bargaining Agreement, each Party shall cooperate and consult in good faith to provide notice, engage in consultation and take any similar action which may be required on its part in connection with the Initial Public Offering or the Second Step Transaction.

Welfare Plans

SECTION 4.01. General. The Parties agree and acknowledge that, except as otherwise provided in any Ancillary Agreement, as of the Standup Date (or such earlier date as agreed between the Parties), one or more members of the SplitCo Group have established or caused to be established Welfare Plans for the benefit of the SplitCo Employees and their dependents, including any Former SplitCo Employees and their dependents (each such plan, a “SplitCo Welfare Plan”). The SplitCo Group shall be responsible for all Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred by or on behalf of SplitCo Employees or their dependents under a SplitCo Welfare Plan on or after the Standup Date.

SECTION 4.02. Participation in SplitCo Welfare Plans. The Parties agree and acknowledge that, except as otherwise provided in any Ancillary Agreement, as of the Standup Date (or such earlier date as agreed between the Parties), the SplitCo Employees shall have become eligible to participate in the SplitCo Welfare Plans, subject to the terms of such plans and such other terms as to which the Parties may agree. Except where prohibited by the terms of an insurance agreement required to establish the SplitCo Welfare Plans, the SplitCo Group has caused, or shall cause the SplitCo Welfare Plans to (i) waive all limitations as to preexisting conditions, exclusions, service conditions and waiting period limitations and any evidence of insurability requirements applicable to any SplitCo Employees and their dependents, other than such limitations, exclusions, conditions and requirements that were in effect with respect to such SplitCo Employees as of immediately prior to the date the applicable SplitCo Employee commenced participation in the SplitCo Welfare Plans, in each case under the applicable Medtronic Welfare Plan, and (ii) for SplitCo Welfare Plans established primarily for the benefit of SplitCo employees in the U.S. and Puerto Rico, use commercially reasonable efforts to honor any deductibles, out-of-pocket maximums and co-payments incurred by the SplitCo Employees under the applicable Medtronic Welfare Plan in satisfying the applicable deductibles, out-of-pocket maximums or co-payments under such SplitCo Welfare Plans for the plan year in which the applicable SplitCo Employee commenced participation in the SplitCo Welfare Plans; provided, that there shall be no duplication of benefits for SplitCo Employees under such SplitCo Welfare Plans.

SECTION 4.03. Claims Incurred. For purposes of this Agreement, claims shall be considered to be incurred as follows: (i) medical, vision, dental and/or prescription drug benefits (including hospital expenses), upon provision of the services, materials or supplies comprising any such benefits; and (ii) short-term and long-term disability, life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, illness, injury or accident giving rise to such benefits. For the avoidance of doubt, the SplitCo Group shall be solely and exclusively responsible for all claims incurred under a SplitCo Welfare Plan on or after the Standup Date, and the Medtronic Group shall maintain responsibility for any claims incurred under a Welfare Plan prior to the Standup Date.

SECTION 4.04. Transition Services. The Parties acknowledge that the Medtronic Group or the SplitCo Group may provide administrative services for certain of the other Party’s compensation and benefit plans for a transitional period under the terms of the TSA, which such administrative services shall be governed by, and provided in accordance with, the terms and conditions of the TSA.

SECTION 4.05. No Transfer of Assets Pertaining to Welfare Plans. Nothing in this Agreement shall require any member of the Medtronic Group or any Medtronic Welfare Plan to transfer Assets or reserves with respect to the Medtronic Welfare Plans to any member of the SplitCo Group or any SplitCo Welfare Plan.

Pension Plans

SECTION 5.01. General. Medtronic shall take all such actions as may be necessary to ensure that each SplitCo Employee who was actively accruing benefits under a Medtronic OUS Pension Plan immediately prior to the Standup Date (an “Active Participant”) shall cease to be an active participant under such Pension Plan effective as of the Standup Date, regardless of whether such SplitCo Employee remains employed in a position that would otherwise be covered by the applicable Medtronic OUS Pension Plan but for the transfer to the SplitCo Group; provided, however, that such cessation of participation shall occur earlier to the extent required under the terms of the applicable Medtronic OUS Pension Plan or applicable Law. SplitCo shall take all such actions as may be necessary to ensure that each Active Participant shall become a participant in one or more plans established or designated by SplitCo which provide pension and/or lump sum benefits on retirement and/or leaving service (collectively, the “SplitCo Pension Plan”) effective as of the Standup Date (or such earlier date to the extent required under the terms of the applicable Medtronic OUS Pension Plan or applicable Law). For the avoidance of doubt, the U.S. defined benefit qualified retirement plans, the “Medtronic Retirement Plan” and the “Medtronic Retirement Plan for Certain Participants and Beneficiaries,” will remain with Medtronic and no assets or liabilities will be transferred to SplitCo with respect to such plans. References in this Article V to the “Standup Date” shall be treated as references to the “Deferred Separation Date” or the “Deferred Employee Date” in the case of Deferred Market Employees or SplitCo Visa Employees, respectively.

SECTION 5.02. Transferring Pension Plan Assets and Liabilities

(a) General. Where Assets and/or Liabilities of a Medtronic OUS Pension Plan are required to transfer to one or more members of the SplitCo Group or to a SplitCo Pension Plan under applicable Law or the governing documentation of the Medtronic OUS Pension Plan as a result of any of the transactions contemplated by this Agreement, or where a transfer of Assets and/or Liabilities upon any such event is otherwise agreed between the Parties, as set forth, respectively, on Schedule IV or Schedule V hereof, as applicable (in each such case, the applicable Medtronic OUS Pension Plan shall be a “Transferring Pension Plan”), the Parties shall cooperate to ensure that (i) the relevant SplitCo Entity shall provide, or procure the provision of, rights for and in respect of each SplitCo Employee to which such transfer relates which are substantially comparable in the aggregate to those for and in respect of each such SplitCo Employee in the relevant Transferring Pension Plan at the effective date of transfer, unless otherwise agreed between the Parties; (ii) if there is to be a transfer of Assets: (A) on or prior to the Standup Date, one or more members of the SplitCo Group shall establish or cause to be established a SplitCo Pension Plan, including any related trust, which is capable of accepting such transfer of Assets; and (B) the amount of Assets to be transferred shall be (x) such amount as is determined in accordance with applicable Law or the governing documentation of the Medtronic OUS Pension Plan; (y) if applicable Law or the governing documentation do not specify an amount, the amount held to or for the benefit of each relevant SplitCo Employee, or (z) if neither (x) nor (y) apply, a proportion of the Assets of the Medtronic OUS Pension Plan which is equal, or referable, to the proportion or allocation of the Liabilities which are being transferred.

(b) Indemnification. In the event that any transfer of Liabilities and/or Assets pursuant to this Section 5.02 occurs after the Standup Date, the SplitCo Group shall indemnify, defend and hold harmless the members of the Medtronic Group and the applicable Transferring Pension Plan from and against all Liabilities incurred by the Medtronic Group or the Transferring Pension Plan relating to, arising out of or resulting from such delayed transfer, but only to the extent such delay is caused by SplitCo’s failure to reasonably cooperate with Medtronic or other failure to take actions required of it under this Agreement, including (i) the administrative costs and expenses incurred by the Medtronic Group or the Transferring Pension Plan relating to the continued participation of any SplitCo Employees and each of their beneficiaries in the Transferring Pension Plan after the Standup Date, (ii) other Liabilities incurred by the Medtronic Group or the Transferring Pension Plan as a result of the Medtronic Group permitting the SplitCo Employees and each of their beneficiaries to participate in the Transferring Pension Plan after the Standup Date, (iii) Liabilities incurred by the Medtronic Group or the Transferring Pension Plan as a result of the termination of employment, or changes to the employment terms, of any SplitCo Employee by the SplitCo Group after the Standup Date and (iv) in the event that any transaction contemplated by such arrangement requires the consent of any SplitCo Employee, any payments or benefits that the Medtronic Group makes or provides to such SplitCo Employee in order to obtain such consent, as reasonably determined by the Medtronic Group after consultation with the SplitCo Group. For the avoidance of doubt, the SplitCo Group shall have no indemnification obligation under this Section 5.02 to the extent any delay in transfer results exclusively from (A) requirements of applicable Law, (B) a required approval or consent from a third party, or (C) any act or omission of any member of the Medtronic Group.

Defined Contribution Plans

SECTION 6.01. Establishment of SplitCo U.S. Savings Plan. The Parties acknowledge and agree that one or more members of the SplitCo Group has established or caused to be established one or more defined contribution plans and trusts with respect to each Medtronic U.S.

Savings Plan for the benefit of the SplitCo Employees (each such plan, a “SplitCo U.S. Savings Plan”). The members of the SplitCo Group have taken, or shall take, all necessary and appropriate actions to establish, maintain and administer the SplitCo U.S. Savings Plans so that they qualify under Section 401(a) of the Code and the related trusts thereunder are exempted from U.S. federal income Tax under Section 501(a)(1) of the Code or, to the extent applicable, the applicable provisions of the Internal Revenue Code of Puerto Rico and the regulations and guidance thereunder (the “Puerto Rico Code”).

SECTION 6.02. Transfer and Assumption of Liabilities. Subject to the transfer of Assets described in Section 6.03, the Parties acknowledge and agree that, effective as of the Standup Date or such other date to which the Parties have mutually agreed (the “Savings Plan Transfer Date”), members of the SplitCo Group and the applicable SplitCo U.S. Savings Plan have assumed and become solely responsible for all Liabilities under the corresponding Medtronic U.S. Savings Plan for or relating to SplitCo Employees. From and after the Standup Date, the members of the SplitCo Group are responsible for all ongoing rights of or relating to SplitCo Employees for future participation (including the right to make contributions through payroll deductions) in the SplitCo U.S. Savings Plans. SplitCo shall take all necessary action, if any, to qualify the SplitCo U.S. Savings Plans under the applicable provisions of the Code or the Puerto Rico Code and shall make any and all filings and submissions to the appropriate Governmental Authority required to be made by it in connection with the transfer of Assets described in Section 6.03.

SECTION 6.03. Trust to Trust Transfer of Assets. Members of the Medtronic Group have caused, or as soon as practicable following the Standup Date shall cause, the account balances (including outstanding loan balances, if any) in each Medtronic U.S. Savings Plan (or its related trust) attributable to SplitCo Employees to be transferred in cash and in-kind (including participant loans) to the applicable SplitCo U.S. Savings Plan (or its related trust), and members of the SplitCo Group have caused, or shall cause, the applicable SplitCo U.S. Savings Plan (or its related trust) to accept such transfer of account balances (including participant loans), subject in each case to Section 6.04. Such transfers shall be conducted in accordance with applicable Law (including, to the extent applicable, Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, Section 208 of ERISA and the Puerto Rico Code). Without limiting the generality of the foregoing, the fiduciaries of the SplitCo U.S. Savings Plans and the Medtronic U.S. Savings Plans shall cooperate in good faith to effect the transfers contemplated by this Section 6.03 in an efficient and effective manner and in the best interests of participants and beneficiaries, including determining whether and to what extent any investments held under the Medtronic U.S. Savings Plans (other than participant loans) shall be transferred in-kind or liquidated or remain in the Medtronic U.S. Savings Plan, as will be the case for investments in the Medtronic stock fund, prior to the date of such transfer in order to enable the value of such investments to be transferred to the SplitCo U.S. Savings Plans in cash or cash equivalents.

SECTION 6.04. Plan Fiduciaries

(a) For all periods on and after the Standup Date, the Parties agree that the applicable fiduciaries of each of the Medtronic U.S. Savings Plans and the SplitCo U.S. Savings Plan, respectively, shall have the authority with respect to the Medtronic U.S.

Savings Plans and the SplitCo U.S. Savings Plan, respectively, to determine the investment alternatives, the terms and conditions with respect to those investment alternatives and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents.

(b) Medtronic and SplitCo shall assume sole responsibility for ensuring that their respective savings plans are maintained in compliance with applicable Laws (including the fiduciary requirements under ERISA) with respect to holding shares of their respective common stock and common stock of the other Party.

SECTION 6.05. Limitation of Liability. For the avoidance of doubt, members of the Medtronic Group shall have no responsibility for any failure of any member of the SplitCo Group to properly administer the SplitCo U.S. Savings Plans in accordance with their terms and applicable Law, including any failure to properly administer the accounts of SplitCo Employees and their respective beneficiaries. For clarity, this does not apply to failures to the extent arising exclusively out of Medtronic’s acts or omissions (including the provision of inaccurate, incomplete, or untimely data).

SECTION 6.06. Non-U.S. Defined Contribution Plans. Medtronic shall take all such actions to ensure that each SplitCo Employee who is an active participant in a Medtronic Benefit Plan that is a defined contribution plan for the benefit of employees outside of the United States (each, a “Non-U.S. DC Plan”) shall cease active participation in such plan as from the Standup Date. One or more members of the SplitCo Group shall procure that, as of the Standup Date and in compliance with Section 2.03 hereof and applicable Law, such SplitCo Employees will be offered participation in a pension plan established or designated by a SplitCo Entity. The Parties shall be under no obligation to effect the transfer of any Liabilities under a Non-U.S. DC Plan attributable to service of SplitCo Employees for the period prior to the Standup Date, except as required by applicable Law or the governing documentation of any Non-U.S. DC Plan, and Medtronic shall continue to be liable for such Liabilities except in relation to any such Liabilities which are transferred from such Non-U.S. DC Plan; provided, that where, in order to comply with applicable Law or the governing documentation of such Non-U.S. DC Plan or with the aim of ensuring compliance with Section 2.03 hereof, Medtronic has commenced, or committed to, making any enhanced benefits or other employer-funded contributions or payments to any SplitCo Employee or to any Benefit Plan under or in connection with the SplitCo Employee’s membership of any Non-U.S. DC Plan (each a “DC Compliance Payment”), which payment is to be made in installments or on a deferred basis after the Standup Date, one or more members of the SplitCo Group shall, from and after the Standup Date, assume and be obligated to continue making such DC Compliance Payments to the applicable SplitCo Employees in accordance with the payment schedule and amounts that would have been payable absent the Separation. SplitCo shall be solely responsible for any and all Liabilities arising out of or relating to post-Standup Date installments of all DC Compliance Payments, including without limitation (a) any funding obligations or shortfalls, (b) compliance with applicable Law governing the timing, amount, and priority of such payments, (c) all administrative obligations and costs associated with making such payments, and (d) any claims, penalties, or other Liabilities resulting from failure to make such payments when due or in the amounts required; provided, further, that Medtronic shall remain responsible for any portion of such DC Compliance Payments that are settled or required to be settled prior to the Standup Date in accordance with applicable Law, the terms of any relevant Benefit Plan or otherwise.

References in this Article VI to the “Standup Date” shall be treated as references to the “Deferred Separation Date” or the “Deferred Employee Date” in the case of Deferred Market Employees or SplitCo Visa Employees, respectively.

Equity-Based Incentive Compensation Awards

SECTION 7.01. SplitCo Stock Plan. Prior to the Separation Date, the SplitCo Group shall adopt, establish and maintain an equity compensation plan (the “SplitCo Stock Plan”); provided, that the SplitCo Group shall not grant any equity-based incentive compensation awards pursuant to the SplitCo Stock Plan or otherwise prior to the Divestment Date without Medtronic’s prior written consent.

SECTION 7.02. Restricted Share Unit Awards. Effective as of the Separation Date, (a) each Medtronic RSU Award that is outstanding and unvested as of immediately prior to the Separation Date and held by a SplitCo Employee shall be converted, as of the Separation Date, into a SplitCo restricted share unit award granted under the SplitCo Stock Plan (a “SplitCo RSU Award”), with such number of shares of SplitCo Common Stock subject to the SplitCo RSU Award equal to the number of Medtronic Parent Ordinary Shares subject to the Medtronic RSU Award as of immediately prior to the Separation Date multiplied by the Conversion Ratio, and (b) all Medtronic Dividend Equivalent Units if any, accrued but unpaid as of immediately prior to the Separation Date with respect to each such Medtronic RSU Award shall be converted into SplitCo Dividend Equivalent Units, with the number of SplitCo Dividend Equivalent Units equal to the number of Medtronic Dividend Equivalent Units as of immediately prior to the Separation Date multiplied by the Conversion Ratio, with such SplitCo RSU Award and SplitCo Dividend Equivalent Units collectively rounded to the nearest whole share, and such converted SplitCo Dividend Equivalent Units shall be assumed by SplitCo and become an obligation in connection with the applicable SplitCo RSU Award. Each SplitCo RSU Award and SplitCo Dividend Equivalent Unit shall have substantially the same terms and conditions (including with respect to vesting) as the corresponding Medtronic RSU Award or Medtronic Dividend Equivalent Unit, as applicable, to which it relates, except as provided herein, and shall continue to vest based on continued service with the SplitCo Group.

SECTION 7.03. Performance Share Unit Awards.

(a) Effective as of the Separation Date, (i) each Medtronic PSU Award that is outstanding and unvested as of immediately prior to the Separation Date and held by a SplitCo Employee shall be converted, as of the Separation Date, into a SplitCo RSU Award, with such number of shares of SplitCo Common Stock subject to the SplitCo RSU Award equal to (1) the number of Medtronic Parent Ordinary Shares subject to the Medtronic PSU Award as of immediately prior to the Separation Date assuming achievement of performance targets based on (x) in the case of the Medtronic 2025 PSU Awards, the projected level of performance as of the Separation Date, as determined by the Compensation and Talent Committee of the Medtronic Board, and (y) in the case of the Medtronic 2026 PSU Awards, the target level of performance, multiplied by (2) the Conversion Ratio, and (ii) all Medtronic Dividend Equivalent Units, if any, accrued but unpaid as of immediately prior to the Separation Date with respect to each such Medtronic PSU Award shall be converted into SplitCo Dividend Equivalent Units, with the number of SplitCo Dividend Equivalent Units equal to the number of Medtronic Dividend Equivalent Units as of immediately prior to the Separation Date multiplied by the Conversion Ratio, with such SplitCo RSU Award and SplitCo Dividend Equivalent Units collectively rounded to the nearest whole share, and such converted SplitCo Dividend Equivalent Units shall be assumed by SplitCo and become an obligation in connection with the applicable SplitCo RSU Award.

Each SplitCo RSU Award and SplitCo Dividend Equivalent Unit shall have substantially the same terms and conditions (including with respect to vesting, except that such award shall not be subject to any performance-based vesting conditions) as the corresponding Medtronic PSU Award or Medtronic Dividend Equivalent Unit, as applicable, to which it relates, except as provided herein, and shall continue to vest based on continued service with the SplitCo Group. Any SplitCo RSU Award that was converted from a Medtronic PSU Award that is subject to an existing deferral election shall continue to be subject to such election and, following the applicable vesting date, shall be credited to the applicable participant’s account as an award of deferred stock units settled in stock relating to shares of SplitCo Common Stock (a “SplitCo DSU Award”) under the applicable SplitCo Nonqualified Plan.

(b) As of the Separation Date, each Medtronic 2024 PSU Award that is outstanding and unvested as of immediately prior to the Separation Date held by any SplitCo Employee as of the Separation Date shall remain denominated in Medtronic Parent Ordinary Shares and continue to be eligible to vest based on such SplitCo Employee’s continued service with the Medtronic Group or the SplitCo Group, as applicable, through the vesting date, and the actual level of performance through the Medtronic 2026 fiscal year, as determined by the Compensation and Talent Committee of the Medtronic Board. Medtronic may adjust the terms of the Medtronic 2024 PSU Award as Medtronic determines, in its sole discretion, to be appropriate to preserve the intrinsic value of such awards as of immediately prior to and immediately following the Separation Date, which adjustment shall not result in any Liability to the SplitCo Group. Medtronic shall retain all Liabilities with respect to each such Medtronic 2024 PSU Award, other than those that are subject to an existing deferral election under the CAP, and shall settle each such vested Medtronic 2024 PSU Award that is not subject to an existing deferral election in Medtronic Parent Ordinary Shares. Following vesting of the Medtronic 2024 PSU Awards in accordance with the Medtronic Stock Plans (which vesting is expected to occur in April 2026), (A) each Medtronic 2024 PSU Award that is subject to an existing deferral election under the CAP shall be converted into a SplitCo DSU Award, with the number of shares of SplitCo Common Stock subject to the SplitCo DSU Award equal to (x) the number of Medtronic Parent Ordinary Shares earned pursuant to such Medtronic 2024 PSU Award (as determined in accordance with the first sentence of this Section 7.03(b)), multiplied by (y) the Conversion Ratio, and (B) all Medtronic Dividend Equivalent Units, if any, accrued but unpaid as of immediately prior to the Separation Date with respect to each such Medtronic 2024 PSU Award subject to an existing deferral election under the CAP shall be converted into SplitCo Dividend Equivalent Units, with the number of SplitCo Dividend Equivalent Units equal to the number of Medtronic Dividend Equivalent Units as of immediately prior to the Separation Date multiplied by the Conversion Ratio, with such SplitCo DSU Award and SplitCo Dividend Equivalent Units collectively rounded to the nearest whole share, and such converted SplitCo Dividend Equivalent Units shall be assumed by SplitCo and become an obligation in connection with the applicable SplitCo DSU Award.

All SplitCo DSU Awards and accrued but unpaid SplitCo Dividend Equivalent Units shall be credited to the participant’s account under the applicable SplitCo Nonqualified Plan as soon as reasonably practicable following the vesting date of such Medtronic 2024 PSU Awards.

SECTION 7.04. Deferred Share Awards.

(a) Effective as of the Separation Date, each Medtronic DSU Award (including any Medtronic Deferred PSU Award for which the applicable performance period ended prior to the Medtronic 2026 fiscal year) and that has been settled and credited to a participant’s account under the CAP as a Medtronic DSU Award shall be converted, as of the Separation Date, into a SplitCo DSU Award, with the number of shares of SplitCo Common Stock subject to the SplitCo DSU Award equal to (i) the number of Medtronic Parent Ordinary Share units subject to the Medtronic DSU Award as of immediately prior to the Separation Date, multiplied by (ii) the Conversion Ratio.

(b) The SplitCo Group shall cause the applicable SplitCo Nonqualified Plan to recognize and maintain all deferral and distribution elections and beneficiary designations made by SplitCo Employees with respect to Medtronic DSU Awards, including as set forth in Section 7.04(a) and (b), unless and until such time as a new election that by its terms supersedes the original election is made by the applicable SplitCo Employee in accordance with applicable Law (including Section 409A of the Code) and the terms and conditions of the applicable SplitCo Nonqualified Plan. The conversion of Medtronic DSU Awards pursuant to this Section 7.04 shall be automatic and mandatory, and no action by, or consent of, the holder of any such award shall be required to effectuate such conversion. No holder of a Medtronic DSU Award shall have any discretion to elect an alternative treatment with respect to such award. The treatment of Medtronic DSU Awards under this Section 7.04 shall be coordinated with the provisions of Article IX (Non-Qualified Deferred Compensation), and the SplitCo Group shall assume all Liabilities and obligations with respect to SplitCo Employees under the CAP relating to Medtronic DSU Awards, which Liabilities and obligations shall be transferred to and administered under the applicable SplitCo Nonqualified Plans in accordance with Section 9.01(b).

(c) The Parties acknowledge that none of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement shall trigger a payment or distribution of compensation of the Medtronic DSU Awards (including Medtronic Deferred PSU Awards) and, consequently, the payment or distribution of any compensation to which any such participant is entitled under such award shall occur only upon such participant’s separation from service from the SplitCo Group, as applicable, or at such other time as provided pursuant to the terms of the applicable award.

SECTION 7.05. Option Awards. With respect to each Medtronic Option Award that is outstanding and unvested as of immediately prior to the Separation Date and held by any SplitCo Employee as of the Separation Date, Medtronic shall cause such Medtronic Option Award to be vested as of immediately prior to the Separation Date, and such Medtronic Option Award shall remain denominated in Medtronic Parent Ordinary Shares.

In consideration for such acceleration of vesting with respect to the unvested portion of outstanding Medtronic Option Awards, the term of each Medtronic Option Award held by any SplitCo Employee, whether vested or unvested as of immediately prior to the Separation Date, shall be shortened to the earlier of (a) five (5) years from the Separation Date and (b) the remaining term of such Medtronic Option Award. Medtronic may further adjust the terms of the Medtronic Option Award as Medtronic determines, in its sole discretion, to be appropriate to preserve the intrinsic value of such awards as of immediately prior to and immediately following the Separation Date, which adjustment shall not result in any Liability to the SplitCo Group. Medtronic shall retain all Liabilities with respect to each such Medtronic Option Award.

SECTION 7.06. Equity Awards Granted in Certain Non-U.S. Jurisdictions. Notwithstanding the foregoing provisions of this Article VII, the provisions of this Article VII may be modified by the Parties to the extent necessary to address legal, regulatory or Tax issues or requirements and/or to avoid undue cost or administrative burden arising out of the application of this Article VII to equity-based incentive compensation awards subject to non-U.S. Laws, including in the case of Deferred Market Employees.

SECTION 7.07. Settlement; Tax Reporting and Withholding. Upon the vesting, payment or settlement, as applicable, of SplitCo RSU Awards, SplitCo shall be solely responsible for ensuring the satisfaction of all applicable Tax withholding requirements on behalf of each SplitCo Employee and shall be responsible for all income Tax reporting in respect of SplitCo RSU Awards. Medtronic shall be solely entitled to claim all income Tax deductions arising from vesting, settlement, exercise, or other payment of compensation in respect of Retained Medtronic Awards, and SplitCo shall not claim, and shall cause each SplitCo Group member not to claim, any Tax deduction with respect to Retained Medtronic Awards. SplitCo shall, and shall cause each SplitCo Group member to, cooperate with Medtronic to ensure Medtronic receives all information, documentation, and reporting necessary to claim applicable Tax deductions with respect to Retained Medtronic Awards, including timely provision of settlement data, Tax withholding data, and participant compensation information. If Retained Medtronic Awards are administered through SplitCo’s platform pursuant to Section 7.08 hereof, SplitCo shall issue all required Tax reporting forms (including Forms W-2, 1099, or applicable non-U.S. equivalents) clearly identifying Medtronic (or the applicable Medtronic Group member) as the entity entitled to the associated Tax deduction. For U.S. federal income Tax purposes, Medtronic (or the applicable Medtronic Group member) shall be treated as the “employer” within the meaning of Section 3401(d) of the Code with respect to Retained Medtronic Awards, and SplitCo (or the applicable SplitCo Group member) shall be treated as Medtronic’s agent for Tax withholding and reporting obligations to the extent SplitCo administers such awards pursuant to Section 7.08.

SECTION 7.08. Administrative Arrangements. The administrative arrangements for Retained Medtronic Awards shall be mutually determined and agreed. The Parties may, by mutual agreement, elect to administer the Retained Medtronic Awards through (a) Medtronic’s existing equity compensation systems and service providers, (b) SplitCo’s equity compensation platform and service providers, or (c) such other arrangement as mutually agreed (the “Administrative Model”).

The Parties shall determine the Administrative Model no later than sixty (60) days prior to the Separation Date, or such later date as mutually agreed. In the event the Retained Medtronic Awards are administered through SplitCo’s platform, SplitCo shall, upon vesting, payment, settlement, or exercise of such Retained Medtronic Awards: (i) calculate and withhold all applicable Taxes in accordance with applicable Law and the Medtronic Stock Plans, (ii) timely remit all withheld Taxes to applicable Governmental Authorities, (iii) facilitate delivery of Medtronic Parent Ordinary Shares to participants (or process cashless exercise transactions), and (iv) provide Medtronic timely notice and documentation of all such transactions. Medtronic shall provide SplitCo with Medtronic Parent Ordinary Shares (or cash, as mutually agreed) necessary to satisfy settlement obligations in advance of settlement dates or on such other timeline as mutually agreed.

SECTION 7.09. Retained Medtronic Award Liabilities. Medtronic shall retain all Liabilities with respect to the Retained Medtronic Awards; provided, that if SplitCo (or any SplitCo Group member) administers Retained Medtronic Awards pursuant to Section 7.08 hereof, SplitCo shall indemnify, defend, and hold harmless the Medtronic Group from all Liabilities arising from any failure by SplitCo to (a) properly calculate, withhold, remit, or report Taxes with respect to Retained Medtronic Awards, including any penalties, interest, or additional Taxes imposed on Medtronic, any Medtronic Group member, or any participant, (b) comply with applicable securities Laws, Tax Laws, data protection Laws, or other legal requirements in administering Retained Medtronic Awards, or (c) timely or accurately process exercises, settlements, vesting events, or other transactions with respect to Retained Medtronic Awards, including any damages, costs, or expenses incurred by Medtronic, any Medtronic Group member, or any participant.

SECTION 7.10. Registration and Other Regulatory Requirements. SplitCo shall file a registration statement on Form S-8 with respect to the shares of SplitCo Common Stock authorized for issuance under the SplitCo Stock Plan on the Separation Date. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Article VII, including compliance with securities Laws and other legal requirements associated with equity compensation awards in affected non-U.S. jurisdictions. The adjustments set forth above, as determined by and subject in all cases to the approval of the Medtronic Board and the Compensation and Talent Committee of the Medtronic Board, pursuant to their authority under the applicable Medtronic Stock Plan, shall be the sole adjustments made with respect to the Medtronic equity-based awards in connection with the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement.

Certain Other Arrangements

SECTION 8.01. Annual Incentive Awards.

(a) Medtronic shall retain all Liabilities for any annual cash incentive compensation payable to eligible SplitCo Employees in respect of the Medtronic 2025 fiscal year, which amounts shall be paid in the ordinary course of business in accordance with the terms and conditions of the applicable plans and consistent with Medtronic’s policies and procedures as in effect from time to time.

(b) The SplitCo Group shall assume all Liabilities for any cash incentive compensation payable under any Medtronic Benefit Plan or SplitCo Benefit Plan in respect of the portion of the 2026 fiscal year following the Standup Date with respect to the SplitCo Employees, and the Medtronic Group shall have no Liability in respect of such annual incentives; provided, that one or more members of the SplitCo Group shall, from and after the Standup Date, assume and be obligated to make such cash incentive compensation payments in respect of the entire 2026 fiscal year to the applicable SplitCo Employees in accordance with the payment schedule and amounts that would have been payable absent the Separation and pursuant to the applicable Medtronic Benefit Plan or SplitCo Benefit Plan. SplitCo shall be solely responsible for any and all Liabilities arising out of or relating to such payment, including without limitation (i) all administrative obligations and costs associated with making such payments, and (ii) any claims, penalties, or other Liabilities resulting from failure to make such payments when due or in the amounts required.

(c) References in this Article VI to the “Standup Date” shall be treated as references to the “Deferred Separation Date” or the “Deferred Employee Date” in the case of Deferred Market Employees or SplitCo Visa Employees, respectively.

SECTION 8.02. Long-Term Cash Incentive Awards.

(a) The SplitCo Group shall assume all Liabilities for any long-term cash incentive awards granted under any Medtronic Benefit Plan that are outstanding as of the Separation Date and held by SplitCo Employees, including any such awards subject to cliff vesting requirements. Such awards shall continue to vest and be settled in accordance with their original terms and conditions as set forth in the applicable Medtronic Benefit Plan, except that vesting shall be based on continued service with the SplitCo Group following the Separation Date.

(b) Following the Separation Date, any long-term cash incentive awards assumed by the SplitCo Group pursuant to this Section 8.02 shall be paid through the SplitCo Group’s payroll systems upon vesting in accordance with the terms and conditions of the applicable Medtronic Benefit Plan and the SplitCo Group’s policies and procedures as in effect from time to time. The Medtronic Group shall have no Liability in respect of any long-term cash incentive awards assumed by the SplitCo Group pursuant to this Section 8.02.

SECTION 8.03. Restrictive Covenants in Individual Agreements. To the extent permitted under applicable Law, following the Standup Date, the SplitCo Group shall be considered to be successors to the Medtronic Group for purposes of all agreements containing restrictive covenants (including confidentiality provisions) between the Medtronic Group and any SplitCo Employee executed prior to the Standup Date such that the Medtronic Group and the SplitCo Group shall each enjoy the rights and benefits under such agreements, with respect to their respective business operations; provided, however, that (a) in no event shall the Medtronic Group be permitted to enforce any restrictive covenants against any SplitCo Employees (determined as of the Standup Date) solely with respect to their services in their capacity as employees of the SplitCo Group and (b) in no event shall the SplitCo Group be permitted to enforce any restrictive covenants against any Medtronic Employees (determined as of the Standup Date) solely with respect to their services in their capacity as employees of the Medtronic Group.

SECTION 8.04. Severance.

(a) Without limiting the generality of the definition of SplitCo Employee Liabilities, any severance that becomes payable prior to, on or after the Standup Date (including any severance or termination-related Liabilities arising due to failure of a SplitCo Employee to continue employment on or after the Separation other than in the case of Refusal Employees) to (i) any SplitCo Employee (including SplitCo Leave Employees) or (ii) any Former SplitCo Employee, in each case, under any severance plan, program, agreement or arrangement (whether of the Medtronic Group, the SplitCo Group or otherwise) shall be a SplitCo Employee Liability, and the Medtronic Group shall have no Liability in respect of such severance.

(b) Notwithstanding anything herein to the contrary, the Parties agree to the allocation of certain severance and termination-related Liabilities expected to arise prior to the Separation in accordance with and pursuant to the terms and principles set forth on Schedule III to this Agreement.

(c) It is not intended that any Medtronic Employee or SplitCo Employee will be eligible for severance payments from the Medtronic Group or the SplitCo Group as a result of the transfer or change of employment from the Medtronic Group to the SplitCo Group or from the SplitCo Group to the Medtronic Group or the occurrence of the Initial Public Offering or the Second Step Transaction; provided that in the event any Liabilities are incurred as a result of any claim for severance or other similar payments or benefits incurred in connection with any such transfer or change of employment or the occurrence of the Initial Public Offering or the Second Step Transaction, such Liabilities shall be Medtronic Employee Liabilities to the extent relating to a Medtronic Employee or Former Medtronic Employee, or SplitCo Employee Liabilities to the extent relating to a SplitCo Employee or Former SplitCo Employee, as applicable.

SECTION 8.05. SplitCo Employee Stock Purchase Plan.

(a) Prior to the Separation Date, the SplitCo Group shall adopt, establish and maintain an employee stock purchase plan (the “SplitCo ESPP”) that will provide benefits that are similar to those provided under the Medtronic ESPP immediately before the Separation Date.

(b) The administrator of the Medtronic ESPP shall take all actions necessary and appropriate to provide that all payroll deductions and other contributions of the participants in the Medtronic ESPP who are SplitCo Employees and Former SplitCo Employees shall cease on or before the Standup Date. Any accumulated contributions of SplitCo Employees and Former SplitCo Employees that remain in such participants’ accounts under the Medtronic ESPP as of the Standup Date, if any, shall be returned to such participant as promptly as practicable (but no later than thirty (30) Business Days) following the Standup Date.

(c) Medtronic shall retain the Medtronic ESPP and except as provided in this Agreement, the SplitCo Group assumes no liability with respect to, and receives no right or interest in, the Medtronic ESPP. Medtronic assumes no liability with respect to, and receives no right or interest in, the SplitCo ESPP.

SECTION 8.06. Individual Agreements. To the extent necessary, Medtronic shall assign, or cause an applicable member of the Medtronic Group to assign, to SplitCo or another member of the SplitCo Group, as designated by SplitCo, all Individual Agreements (including, without limitation, any retention agreements or other agreements providing for payments, benefits, or other obligations following the Standup Date), with such assignment to be effective as of no later than the Standup Date; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Standup Date, each member of the SplitCo Group shall be considered to be a successor to each member of the Medtronic Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the SplitCo Group shall enjoy all the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary). Effective as of the Standup Date, SplitCo shall, or shall cause an applicable member of the SplitCo Group to, assume and honor any Individual Agreement to the extent assigned to such member of the SplitCo Group pursuant to this Section 8.06, including, without limitation, all obligations to make payments (including retention payments), provide benefits, and bear all costs and expenses arising under or in connection with such Individual Agreements, whether such obligations arise before, on, or after the Standup Date. From and after the Standup Date, SplitCo shall be solely responsible for all such obligations, payments, costs, and Liabilities under the Individual Agreements, and Medtronic and the other members of the Medtronic Group shall have no further obligations or Liabilities with respect thereto.

SECTION 8.07. Director Compensation. The Medtronic Group shall be responsible for the payment of any fees for service on the Medtronic Board, and the SplitCo Group shall not have any responsibility for any such payments. With respect to any SplitCo non-employee director, the SplitCo Group shall be responsible for the payment of any fees for service on the SplitCo Board that are earned at any time after the Separation Date and Medtronic shall not have any responsibility for any such payments. Notwithstanding the foregoing, SplitCo shall commence paying quarterly cash retainers to SplitCo non-employee directors in respect of the quarter in which the Separation Date occurs; provided, that (a) if Medtronic has already paid such quarter’s cash retainers to non-employee members of the Medtronic Board prior to the Separation Date, then within thirty (30) days after the Separation Date, SplitCo shall pay Medtronic an amount equal to the portion of such payment that is attributable to non-employee directors’ service to SplitCo after the Separation Date, and (b) if Medtronic has not yet paid such quarter’s cash retainers to Medtronic non-employee directors prior to the Separation Date, then within thirty (30) days after the Separation Date, Medtronic shall pay SplitCo an amount equal to the portion of such payment that is attributable to non-employee directors’ service to Medtronic on and prior to the Separation Date.

SECTION 8.08. Vacation and Other Paid Time Off. Effective as of the Standup Date, a member of the SplitCo Group shall assume any Liability for vacation and other paid time-off benefits accrued or earned (but not yet taken) by the SplitCo Employees as of immediately prior to the Standup Date (after taking into account any such benefits that are forfeited on the Standup Date under the applicable policy of the Medtronic Group) or accrued or earned by SplitCo Employees thereafter, and shall be obligated to reimburse the members of the Medtronic Group with respect to required payments to the SplitCo Employees by the Medtronic Group in lieu of such vacation or other paid time-off benefits pursuant to applicable Law or any SplitCo CBA.

Non-Qualified Deferred Compensation

SECTION 9.01. Treatment of Medtronic Non-Qualified Plans.

(a) Establishment of SplitCo Nonqualified Deferred Compensation Plans. As of the Standup Date, the SplitCo Group shall establish and maintain nonqualified deferred compensation plans substantially in the form of, and with terms and conditions that are, in all material respects, the same as the Medtronic Capital Accumulation Plan (“CAP”) and the Medtronic Nonqualified Retirement Plan Supplement (“NRPS”) (collectively, the “SplitCo Nonqualified Plans”), for the benefit of SplitCo Employees who participated in the CAP or NRPS, as applicable, immediately prior to the Standup Date. To the extent permitted or required by applicable Law, the SplitCo Group shall cause the SplitCo Nonqualified Plans to recognize and maintain, to the extent applicable, all elections (including distribution and investment elections) and beneficiary designations made by SplitCo Employees with respect to liabilities transferred from the Medtronic CAP and Medtronic NRPS, until such time as a new election that by its terms supersedes the original election is made by the applicable SplitCo Employee in accordance with applicable Law and the terms and conditions of the SplitCo Nonqualified Plans.

(b) Liability Transfer. Effective as of the Standup Date, the SplitCo Group shall assume all Liabilities and obligations with respect to SplitCo Employees (but not for Former SplitCo Employees) under the CAP and NRPS, and such Liabilities and obligations shall be transferred to and administered under the SplitCo Nonqualified Plans.

(c) NRPS Present Value Determination. To the extent that any NRPS benefit or portion thereof must be converted to a present value in connection with the transfer to the SplitCo Nonqualified Plans, the present value shall be determined by Medtronic, in its sole discretion, in accordance with the terms of the applicable plan and in a manner consistent with past practice and applicable law. The Parties agree to cooperate in good faith to facilitate the calculation and transfer of such present value amounts.

(d) NRPS FICA Tax Liability and Withholding. The Parties acknowledge that, in connection with the transfer of NRPS Liabilities to the SplitCo Nonqualified Plans, the payment of Federal Insurance Contributions Act (“FICA”) Taxes attributable to SplitCo Employees may be required. Any such FICA Tax liability that arises as a result of the transfer shall be withheld and remitted by the SplitCo Group following the Standup Date, and, to the extent required, shall be withheld from the compensation or other payments made to the affected SplitCo Employees by the SplitCo Group.

(e) Coordination with Other Plans. The SplitCo Nonqualified Plans shall coordinate with the SplitCo U.S. Savings Plan and any other applicable SplitCo retirement or savings plans, as appropriate, and shall not coordinate with any Medtronic qualified defined benefit pension plan.

(f) No Distributions. The Parties acknowledge that none of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement shall trigger a payment or distribution of compensation under the NRPS or the CAP and, consequently, the payment or distribution of any compensation to which any such participant is entitled under such plan shall occur only upon such participant’s separation from service from the SplitCo Group, as applicable, or at such other time as provided pursuant to the terms of the applicable plan.

(g) Miscellaneous. No assets shall be transferred from Medtronic to the SplitCo Group in connection with the transfer of liabilities under the CAP or NRPS. The Parties shall cooperate in good faith to provide all necessary information and documentation to effectuate the establishment and administration of the SplitCo Nonqualified Plans.

[Reserved]

SECTION 10.01. Reserved.

Cooperation; Payroll Services; Liabilities/Assets and Actions; Access to Information; Confidentiality; Tax Deductions; Indemnification

SECTION 11.01. Cooperation. Following the date of this Agreement, the Parties shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to cooperate with respect to any employee compensation or benefits matters that either Party reasonably determines require the cooperation of the other Party in order to accomplish the objectives of this Agreement; provided, that Medtronic shall determine in its sole discretion which (if any) Tax or securities filings, rulings or other actions to pursue prior to the Divestment Date regarding the treatment of Medtronic equity-based awards in connection with the Second Step Transaction; provided, further, that any Liabilities that may be incurred as a result of the Parties taking or failing to take any such actions (including in respect of the continuing service credit provided under Section 10.01) shall be SplitCo Employee Liabilities or Medtronic Employee Liabilities, as applicable, unless the Parties otherwise agree.

Without limiting the generality of the preceding sentence, the Parties shall cooperate (a) in connection with any audits of any Benefit Plan with respect to which such Party may have Information, (b) in connection with any audits of their respective payroll services (whether by a Governmental Authority in the United States or otherwise) in connection with the services provided by one Party to the other Party, (c) in connection with administering the Medtronic Benefit Plans and SplitCo Benefit Plans, (d) in good faith in connection with notifications to and consultations with works councils, labor unions and other employee representative bodies of employees of the Medtronic Group and the SplitCo Group, (e) in connection with tax reporting and withholding matters, including by: (i) promptly sharing Information regarding employee compensation, benefits, equity awards, and other payments that may be subject to tax reporting or withholding obligations in any jurisdiction; (ii) coordinating their respective tax reporting and withholding positions to ensure consistency in the treatment of employee compensation and benefits matters across both Groups; (iii) providing timely notice to the other Party of any proposed tax reporting or withholding position that may affect employees or former employees of the other Party or that may be inconsistent with positions taken or proposed to be taken by the other Party; and (iv) consulting in good faith to resolve any inconsistencies or conflicts in their respective tax reporting and withholding positions before filing any applicable tax returns or reports; (f) in taking commercially reasonable efforts to avoid duplicated tax liabilities, including by: (i) promptly notifying the other Party of any actual or potential duplicated tax liability, assessment, or claim that may arise in connection with employee compensation or benefits matters; (ii) sharing Information and coordinating strategies to prevent, minimize, or eliminate any duplicated tax liabilities that may be imposed on employees, former employees, or either Party; (iii) cooperating in good faith to determine which Party should bear responsibility for any unavoidable duplicated tax liability in accordance with the principles set forth in this Agreement; and (iv) taking reasonable steps to claim available foreign tax credits, treaty benefits, or other relief mechanisms to mitigate duplicated tax liabilities; and (g) in connection with any other matters reasonably necessary to effectuate the purposes of this Section 11.01. The obligations of the Medtronic Group and the SplitCo Group to cooperate pursuant to this Section 11.01 shall remain in effect until the later of (i) the date all audits of all Benefit Plans of one Party with respect to which the other Party may have Information have been completed and (ii) the date the applicable statute of limitations with respect to such audits has expired. The Medtronic Group and the SplitCo Group shall indemnify, defend and hold harmless the members of the SplitCo Group or the members of the Medtronic Group, as applicable, from and against any and all Liabilities incurred by the SplitCo Group or the Medtronic Group, as applicable, that arise out of or result from the failure of the Medtronic Group or the SplitCo Group (or successor employer), as applicable, to provide the cooperation described in this Section 11.01 on a timely basis.

SECTION 11.02. Payroll Services. Subject to the obligations of the Parties as set forth in the TSA, as of the Standup Date (or such earlier date as agreed between the Parties, the “Payroll Transition Date”), (a) the members of the SplitCo Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the SplitCo Employees and for any Liabilities with respect to garnishments of the salary and wages thereof and (b) the members of the Medtronic Group shall be solely responsible for providing payroll services (including for any payroll period already in progress) to the Medtronic Employees and Former Medtronic Employees and for any Liabilities with respect to garnishments of the salary and wages thereof. The Parties acknowledge and agree that the Payroll Transition Date may vary by jurisdiction or SplitCo Employee population to align with applicable pay period cycles, the Fair Labor Standards Act (FLSA) workweek requirements, or other operational considerations, and that SplitCo may assume payroll responsibility for certain SplitCo Employees prior to the Standup Date.

Notwithstanding any earlier Payroll Transition Date, the Standup Date shall remain the effective date for all other purposes under this Agreement unless otherwise expressly provided herein.

SECTION 11.03. Liabilities/Assets and Actions. Any Liabilities to be assumed or retained by the SplitCo Group (including as set forth in Schedule V hereof) or the Medtronic Group pursuant to this Agreement shall be, respectively, SplitCo Employee Liabilities and Medtronic Employee Liabilities, in each case, as defined in, and for purposes of, the Separation Agreement. Any Assets to be transferred to or retained by the SplitCo Group (including as set forth in Schedule IV hereof) or the Medtronic Group pursuant to this Agreement shall be, respectively, SplitCo Assets and Medtronic Assets, in each case, as defined in, and for purposes of, the Separation Agreement. Any Actions relating to Benefit Plans, Medtronic Employees, SplitCo Employees, Former Medtronic Employees and Former SplitCo Employees shall be governed by Section 6.12 of the Separation Agreement.

SECTION 11.04. Access to Information; Confidentiality. Article VII of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandis.

SECTION 11.05. Tax Deductions. Subject to the terms and obligations of the Parties as set forth in the TMA, (a) the Medtronic Group shall be solely entitled to claim any income Tax deductions arising after the Standup Date with respect to any payment or benefit under any Medtronic Benefit Plan, including any Medtronic Stock Plan and the Retained Medtronic Awards, and (b) the SplitCo Group shall be solely entitled to claim any income Tax deduction arising after the Standup Date with respect to any payment or benefit under any SplitCo Benefit Plan, including the SplitCo Stock Plan.

SECTION 11.06. Indemnification. In the event that either Party is required to indemnify the other Party in connection with this Agreement, such indemnification obligations shall be governed by, and subject to the terms and conditions of, Article VI of the Separation Agreement, which is hereby incorporated into this Agreement by reference for such purposes.

Miscellaneous

SECTION 12.01. Counterparts; Entire Agreement; Corporate Power. Section 11.01 of the Separation Agreement is incorporated by reference herein, mutatis mutandis.

SECTION 12.02. Governing Law; Dispute Resolution; Jurisdiction. Section 11.02 of the Separation Agreement is incorporated by reference herein, mutatis mutandis. Except to the extent required by applicable Law, the Conveyancing and Assumption Instruments shall not contain any representations or warranties or indemnities, shall not conflict with this Agreement and, to the extent that any provision of a Conveyancing and Assumption Instrument does conflict with any provision of this Agreement, this Agreement shall govern and control unless specifically stated otherwise in such Conveyancing and Assumption Instrument.

SECTION 12.03. Assignability. Section 11.03 of the Separation Agreement is incorporated by reference herein, mutatis mutandis.

SECTION 12.04. Third-Party Beneficiaries. Section 11.04 of the Separation Agreement is incorporated by reference herein, mutatis mutandis.

SECTION 12.05. Notices. Section 11.05 of the Separation Agreement is incorporated by reference herein, mutatis mutandis.

SECTION 12.06. Severability. Section 11.06 of the Separation Agreement is incorporated by reference herein, mutatis mutandis.

SECTION 12.07. Headings. Section 11.09 of the Separation Agreement is incorporated by reference herein, mutatis mutandis.

SECTION 12.08. Survival of Covenants. Section 11.10 of the Separation Agreement is incorporated by reference herein, mutatis mutandis.

SECTION 12.09. Waivers of Default. Section 11.11 of the Separation Agreement is incorporated by reference herein, mutatis mutandis.

SECTION 12.10. Specific Performance. Section 11.12 of the Separation Agreement is incorporated by reference herein, mutatis mutandis.

SECTION 12.11. No Admission of Liability. Section 11.13 of the Separation Agreement is incorporated by reference herein, mutatis mutandis.

SECTION 12.12. Section 409A. The Parties shall cooperate in good faith and use reasonable best efforts to ensure that the transactions contemplated by this Agreement, the Separation Agreement and any other Ancillary Agreement shall not result in adverse Tax consequences under Section 409A of the Code to any SplitCo Employee (or any of their respective beneficiaries), in respect of their benefits under any Benefit Plan.

SECTION 12.13. Termination. Article X of the Separation Agreement is incorporated by reference herein, mutatis mutandis.

SECTION 12.14. Amendments; Waivers. Section 11.14 of the Separation Agreement is incorporated by reference herein, mutatis mutandis.

SECTION 12.15. Interpretation. Section 11.16 of the Separation Agreement is incorporated by reference herein, mutatis mutandis.

SplitCo Employees

SplitCo Offer Transfer Jurisdictions

Certain Severance Allocation

SplitCo Assets

SplitCo Employee Liabilities

Medtronic Employee Liabilities

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”.

WHEREAS, in connection with the Separation Agreement, dated as of March 1, 2026, by and between Kangaroo US HoldCo 2, Inc., a Delaware corporation and Medtronic (the “Separation Agreement”), (a) Medtronic plc, an Irish public limited company and the ultimate parent company of Medtronic (“Medtronic Parent”) and its shareholders determined that it is desirable and appropriate to transfer certain assets and liabilities to SplitCo and the other members of the SplitCo Group, and for such entities to conduct and operate the SplitCo Business, and (b) Medtronic and the other members of the Medtronic Group will conduct and operate the Medtronic Business;

WHEREAS, in connection with the transactions contemplated by the Separation Agreement, Medtronic and each of the other members of the Medtronic Group (but excluding all of the entities listed on Exhibit A of this Agreement) (the “Medtronic Licensors” wish to grant to SplitCo and the other members of the SplitCo Group (in such capacity, the “SplitCo Licensees”) licenses under certain Medtronic Licensed Patents and Medtronic Licensed Other IP, and SplitCo and each of the other members of the SplitCo Group (collectively, the “SplitCo Licensors”) wish to grant to Medtronic and each of the other members of the Medtronic Group (including the entities listed on Exhibit A of this Agreement) (in such capacity, the “Medtronic Licensees”), licenses to the SplitCo Licensed Patents and SplitCo Licensed Other IP, in each case, as and to the extent set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

“Affiliate” of any Person means a Person that controls, is controlled by or is under common control with such Person. As used herein, “control” of any entity means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether through ownership of voting securities or other interests, by Contract or otherwise; provided, however, that for purposes of this Agreement, (a) SplitCo and the other members of the SplitCo Group shall not be considered Affiliates of Medtronic or any of the other members of the Medtronic Group and (b) Medtronic and the other members of the Medtronic Group shall not be considered Affiliates of SplitCo or any of the other members of the SplitCo Group; and provided, further, that MiniMed Group, Inc. shall not be considered part of the Medtronic Group or part of the SplitCo Group prior to the merger of Kangaroo US HoldCo 2, Inc. into MiniMed Group, Inc.

“Intellectual Property” means any and all common law or statutory rights anywhere in the world arising under or associated with the following, whether registered or unregistered: (a) patents, patent applications, statutory invention registrations, registered designs, utility models, and similar or equivalent rights in inventions and designs and all reissues, reexaminations, divisionals, continuations, and extensions of, and counterparts thereof, with respect to any of the foregoing (“Patents”), (b) trademarks, service marks, trade dress, trade names, logos and other designations of origin, and the goodwill associated therewith (“Trademarks”), (c) rights in domain names and uniform resource locators, social media identifiers and accounts, and other names and locators associated with Internet addresses and sites (“Domain Names”), (d) copyrights and any other equivalent rights in works of authorship (including databases as works of authorship) (“Copyrights”), (e) Trade Secrets, (f) rights in Software (as defined in the Separation Agreement), and (g) other similar or equivalent intellectual property rights.

“Medtronic Group” means Medtronic Parent and each of its Subsidiaries, but excluding any member of the SplitCo Group and the SplitCo Group Entities; and excluding MiniMed Group, Inc.

“SplitCo Business” means the business and operations constituting Medtronic’s Diabetes operating unit (as further described in the IPO Registration Statement), including the brands and product lines (a) sold by such segment as of or prior to the Separation Date or (b) otherwise set forth on Schedule V (as listed in the Separation Agreement). Notwithstanding the foregoing, the brands and product lines of all Medtronic Group operating units and businesses other than the Diabetes operating unit shall be deemed part of the Medtronic Business, and not part of the SplitCo Business.

“SplitCo Patents” means (a) the Patents listed on Exhibit B of this Agreement and (b) and all continuations, divisionals, continuations-in-part, re-examinations, reissues and revisions of such Patents issuing subsequent to the Separation Date.

(a) License to SplitCo Licensees of Medtronic Licensed IP. Subject to the terms and conditions of this Agreement, the Medtronic Licensors hereby grant, on behalf of themselves and their Subsidiaries, to the SplitCo Licensees a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, non-sublicensable (other than pursuant to Section 2.3) and non-transferable (other than pursuant to Section 6.2) license (i) under the Medtronic Licensed Patents, to make, have made (subject to Section 2.2), use, offer to sell, sell and import any products or services of the SplitCo Business as operated on the Separation Date and any reasonable and natural extensions thereof and (ii) under the Medtronic Licensed Other IP, to use, copy, distribute, display, publish, perform, create derivative works of and otherwise commercially exploit any products and services embodying or practicing the Medtronic Licensed Other IP.

(b)    License to Medtronic Licensees of SplitCo Licensed IP. Subject to the terms and conditions of this Agreement, SplitCo Licensors hereby grant, on behalf of themselves and their Subsidiaries, to the Medtronic Licensees a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, non-sublicensable (other than pursuant to Section 2.3) and non-transferable (other than pursuant to Section 6.2) license (i) under the SplitCo Licensed Patents, to make, have made (subject to Section 2.2), use, offer to sell, sell and import any products or services of the Medtronic Business as operated on the Separation Date and any reasonable and natural extensions thereof and (ii) under the SplitCo Licensed Other IP, to use, copy, distribute, display, publish, perform, create derivative works of and otherwise commercially exploit any products and services embodying or practicing the SplitCo Licensed Other IP.

Section 3.3. Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or members of its Group may be exposed to employees and agents of the other Party or its Group who have a need to know such confidential Information as a result of, or in connection with, the licenses and rights granted herein. Each Party agrees, on behalf of itself and its Affiliates, that such Party’s obligation (and the obligation of members of its Group) to use and keep confidential such Information of the other Party or its Group, including when exercising “Have-made” rights (pursuant to Section 2.2) or sublicensing rights (pursuant to Section 2.3) shall be governed by Section 7.09 of the Separation Agreement, in which each Party and Member of its Group shall only share confidential Information of the other Party licensed herein to third parties under Section 2.2 and Section 2.3 only as reasonably necessary to exercise such rights; provided it has executed a written confidential agreement with the applicable third-party contract manufacturer or sublicensee with appropriate, industry-standard terms no less restrictive than Section 7.09 of the Separation Agreement.

(i)    be limited to the SplitCo Group products and services that:

(a)    were Held for Use;

(b)    are commercialized prior to such event under Section 6.2(a)-(c); or

(c) are subject of a SplitCo Group funded program in the product development pipeline, as evidenced by SplitCo Group’s written program management documentation prior to such event under Section 6.2(a)-(c) (each of the foregoing being a “SplitCo Covered Products”), as applicable, and subsequent versions of the SplitCo Covered Products; and

(ii)    not include any pre-existing products or services of the Successor or any of its respective Affiliates.

Any purported assignment in contravention of this Section 6.2 shall be null and void ab initio. Subject to the preceding sentences of this Section 6.2, this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the Parties and their respective successors and permitted assigns.

(a)    This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.

(b) Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware finds it lacks subject matter jurisdiction, the federal court of the United States sitting in Delaware or, if (and only if) the federal court of the United States sitting in Delaware finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware, and appellate courts thereof, over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.

(c)    EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH OF THE PARTIES UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH OF THE PARTIES MAKES THIS WAIVER VOLUNTARILY AND (D) EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.6(c).

This MPLC-MHSS INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT, dated as of March 1, 2026 (the “Agreement”) is entered into by and between Medtronic plc, an Irish public limited company (“Medtronic”) and MiniMed Holdings Switzerland Sàrl, a Swiss limited liability company (“SplitCo”). Medtronic and SplitCo are collectively referred to herein as the “Parties” and individually as a “Party”.

WHEREAS, in connection with the Separation Agreement, dated as of March 1, 2026, by and between Kangaroo US HoldCo 2, Inc., a Delaware corporation and Medtronic Group Holding, Inc. (the “Separation Agreement”), (a) Medtronic and its shareholders determined that it is desirable and appropriate to transfer certain assets and liabilities to SplitCo and the other members of the SplitCo Group, and for such entities to conduct and operate the SplitCo Business, and (b) Medtronic and the other members of the Medtronic Group will conduct and operate the Medtronic Business;

WHEREAS, in connection with the transactions contemplated by the Separation Agreement, Medtronic and each of the entities listed on Exhibit A of this Agreement (the “Medtronic Licensors”) wish to grant to SplitCo and each of the entities listed on Exhibit B (the “SplitCo Licensees”) licenses under certain Medtronic Licensed Patents and Medtronic Licensed Other IP, and SplitCo and each of the entities listed in Exhibit B (collectively, the “SplitCo Licensors”) wish to grant to Medtronic and each of the entities listed in Exhibit A (in such capacity, the “Medtronic Licensees”), licenses to the SplitCo Licensed Patents and SplitCo Licensed Other IP, in each case, as and to the extent set forth herein.

“Affiliate” of any Person means a Person that controls, is controlled by or is under common control with such Person.

As used herein, “control” of any entity means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether through ownership of voting securities or other interests, by Contract or otherwise; provided, however, that for purposes of this Agreement, (a) SplitCo and the other members of the SplitCo Group shall not be considered Affiliates of Medtronic or any of the other members of the Medtronic Group and (b) Medtronic and the other members of the Medtronic Group shall not be considered Affiliates of SplitCo or any of the other members of the SplitCo Group; and provided, further, that MiniMed Group, Inc. shall not be considered part of the Medtronic Group or part of the SplitCo Group prior to the merger of Kangaroo US HoldCo 2, Inc. into MiniMed Group, Inc.

“Intellectual Property” means any and all common law or statutory rights anywhere in the world arising under or associated with the following, whether registered or unregistered: (a) patents, patent applications, statutory invention registrations, registered designs, utility models, and similar or equivalent rights in inventions and designs and all reissues, reexaminations, divisionals, continuations, and extensions of, and counterparts thereof, with respect to any of the foregoing (“Patents”), (b) trademarks, service marks, trade dress, trade names, logos and other designations of origin, and the goodwill associated therewith (“Trademarks”), (c) rights in domain names and uniform resource locators, social media identifiers and accounts, and other names and locators associated with Internet addresses and sites (“Domain Names”), (d) copyrights and any other equivalent rights in works of authorship (including databases as works of authorship) (“Copyrights”), (e) Trade Secrets, (f) rights in Software (as defined in the Separation Agreement), and (g) other similar or equivalent intellectual property rights.

“Medtronic Group” means Medtronic and each of its Subsidiaries, but excluding any member of the SplitCo Group and the SplitCo Group Entities; and excluding MiniMed Group, Inc.

“SplitCo Business” means the business and operations constituting Medtronic’s Diabetes operating unit (as further described in the IPO Registration Statement), including the brands and product lines (a) sold by such segment as of or prior to the Separation Date or (b) otherwise set forth on Schedule V (as listed in the Separation Agreement). Notwithstanding the foregoing, the brands and product lines of all Medtronic Group operating units and businesses other than the Diabetes operating unit shall be deemed part of the Medtronic Business, and not part of the SplitCo Business.

“SplitCo Patents” means (a) the Patents listed on Exhibit C of this Agreement and (b) and all continuations, divisionals, continuations-in-part, re-examinations, reissues and revisions of such Patents issuing subsequent to the Separation Date.

(a)    License to SplitCo Licensees of Medtronic Licensed IP. Subject to the terms and conditions of this Agreement, the Medtronic Licensors hereby grant, on behalf of themselves and their Subsidiaries, to the SplitCo Licensees a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, non-sublicensable (other than pursuant to Section 2.3) and non-transferable (other than pursuant to Section 6.2) license (i) under the Medtronic Licensed Patents, to make, have made (subject to Section 2.2), use, offer to sell, sell and import any products or services of the SplitCo Business as operated on the Separation Date and any reasonable and natural extensions thereof and (ii) under the Medtronic Licensed Other IP, to use, copy, distribute, display, publish, perform, create derivative works of and otherwise commercially exploit any products and services embodying or practicing the Medtronic Licensed Other IP.

(b)    License to Medtronic Licensees of SplitCo Licensed IP. Subject to the terms and conditions of this Agreement, SplitCo Licensors hereby grant, on behalf of themselves and their Subsidiaries, to the Medtronic Licensees a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, non-sublicensable (other than pursuant to Section 2.3) and non-transferable (other than pursuant to Section 6.2) license (i) under the SplitCo Licensed Patents, to make, have made (subject to Section 2.2), use, offer to sell, sell and import any products or services of the Medtronic Business as operated on the Separation Date and any reasonable and natural extensions thereof and (ii) under the SplitCo Licensed Other IP, to use, copy, distribute, display, publish, perform, create derivative works of and otherwise commercially exploit any products and services embodying or practicing the SplitCo Licensed Other IP.

Section 3.3.    Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or members of its Group may be exposed to employees and agents of the other Party or its Group who have a need to know such confidential Information as a result of, or in connection with, the licenses and rights granted herein. Each Party agrees, on behalf of itself and its Affiliates, that such Party’s obligation (and the obligation of members of its Group) to use and keep confidential such Information of the other Party or its Group, including when exercising “Have-made” rights (pursuant to Section 2.2) or sublicensing rights (pursuant to Section 2.3) shall be governed by Section 7.09 of the Separation Agreement, in which each Party and Member of its Group shall only share confidential Information of the other Party licensed herein to third parties under Section 2.2 and Section 2.3 only as reasonably necessary to exercise such rights; provided it has executed a written confidential agreement with the applicable third-party contract manufacturer or sublicensee with appropriate, industry-standard terms no less restrictive than Section 7.09 of the Separation Agreement.

(i)    be limited to the SplitCo Group products and services that:

(a)    were Held for Use;

(b)    are commercialized prior to such event under Section 6.2(a)-(c); or

(c)    are subject of a SplitCo Group funded program in the product development pipeline, as evidenced by SplitCo Group’s written program management documentation prior to such event under Section 6.2(a)-(c) (each of the foregoing being a “SplitCo Covered Products”), as applicable, and subsequent versions of the SplitCo Covered Products; and

(ii)    not include any pre-existing products or services of the Successor or any of its respective Affiliates.

Any purported assignment in contravention of this Section 6.2 shall be null and void ab initio. Subject to the preceding sentences of this Section 6.2, this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the Parties and their respective successors and permitted assigns.

(a)    This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.

(b)    Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware finds it lacks subject matter jurisdiction, the federal court of the United States sitting in Delaware or, if (and only if) the federal court of the United States sitting in Delaware finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware, and appellate courts thereof, over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.

(c)    EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY

TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH OF THE PARTIES UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH OF THE PARTIES MAKES THIS WAIVER VOLUNTARILY AND (D) EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.6(c).

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”.

WHEREAS, in connection with the Separation Agreement, dated as of March 1, 2026, by and between SplitCo and Medtronic (the “Separation Agreement”), (a) Medtronic and its shareholders determined that it is desirable and appropriate to transfer certain assets and liabilities to SplitCo and for SplitCo to conduct and operate the SplitCo Business, and (b) Medtronic will conduct and operate the Medtronic Business;

WHEREAS, in connection with the transactions contemplated by the Separation Agreement, Medtronic Licensors (as defined below) wish to grant to SplitCo and the other members of the SplitCo Group (in such capacity, the “SplitCo Licensees” a limited license under Licensed Medtronic Trademarks, and SplitCo Licensors (as defined below) wish to grant to Medtronic and each of the other members of the Medtronic Group (in such capacity, the “Medtronic Licensees, a limited license under the Licensed SplitCo Trademarks, in each case, as and to the extent set forth herein.

“Affiliate” of any Person means a Person that controls, is controlled by or is under common control with such Person.

As used herein, “control” of any entity means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether through ownership of voting securities or other interests, by Contract or otherwise; provided, however, that for purposes of this Agreement, (a) SplitCo and the other members of the SplitCo Group shall not be considered Affiliates of Medtronic or any of the other members of the Medtronic Group and (b) Medtronic and the other members of the Medtronic Group shall not be considered Affiliates of SplitCo or any of the other members of the SplitCo Group.

    “Ancillary Agreements” means the TSA, the TMA, the EMA, the Trademark Related Agreements, the Supply Agreement, the R&D Services Agreement, Net Economic Benefit Agreement, Undisclosed Agency Agreement, and any Conveyancing and Assumption Instruments or other agreements executed by a member of the Medtronic Group, on the one hand, and a member of the SplitCo Group, on the other hand, in connection with the implementation of the transactions contemplated by the Separation Agreement.

“Intellectual Property” means any and all common law or statutory rights anywhere in the world arising under or associated with the following, whether registered or unregistered: (a) patents, patent applications, statutory invention registrations, registered designs, utility models, and similar or equivalent rights in inventions and designs and all reissues, reexaminations, divisionals, continuations, and extensions of, and counterparts thereof, with respect to any of the foregoing (“Patents”), (b) trademarks, service marks, trade dress, trade names, logos and other designations of origin, and the goodwill associated therewith (“Trademarks”), (c) rights in domain names and uniform resource locators, social media identifiers and accounts, and other names and locators associated with Internet addresses and sites (“Domain Name”), (d) copyrights and any other equivalent rights in works of authorship (including databases as works of authorship) (“Copyrights”), (e) Trade Secrets (as defined in the Separation Agreement), (f) rights in Software (as defined in the Separation Agreement), and (g) other similar or equivalent intellectual property rights.

“Licensed Medtronic Trademarks” means the Trademarks set forth on Exhibit A.

“Licensed SplitCo Trademarks” means the Trademarks set forth on Exhibit B.

“Licensed Trademarks” means the Licensed Medtronic Trademarks or the Licensed SplitCo Trademarks, as applicable.

“Medtronic Group” means Medtronic and each of its Subsidiaries, but excluding any member of the SplitCo Group and the SplitCo Group Entities.

“Medtronic Licensors” means Medtronic and its Affiliates.

“Separation Date” means the date on which the Initial Public Offering (as defined in the Separation Agreement) closes or in such other manner or on such other date as Medtronic and SplitCo may mutually agree upon in writing.

“SplitCo Business” means the business and operations constituting Medtronic’s Diabetes operating unit (as further described in the IPO Registration Statement), including the brands and product lines (i) sold by such segment as of or prior to the Separation Date or (ii) otherwise set forth on Schedule V (as listed in the Separation Agreement). Notwithstanding the foregoing, the brands and product lines of all Medtronic operating units and businesses other than the Diabetes operating unit shall be deemed part of the Medtronic Business, and not part of the SplitCo Business.

“SplitCo Group” means (a) SplitCo, (b) each Person that will be a Subsidiary of SplitCo immediately after the Separation Date, including the entities set forth on Schedule III under the caption “Subsidiaries” (as listed in the Separation Agreement) and (c) each Person that becomes a Subsidiary of SplitCo after the Separation Date, including in each case any Person that is merged or consolidated with or into SplitCo or any Subsidiary of SplitCo, including as part of the Internal Transactions (as defined in the Separation Agreement).

“SplitCo Licensor” means SplitCo and its Affiliates.

“Subsidiary” of any Person means any corporation or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization, is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

“Third Party” means a Person other than Medtronic Licensors, Splitco Licensors or any of their respective Affiliates immediately following the Separation Date.

Section 2.1.    License Grant from Medtronic to SplitCo.

(a)    Subject to the terms and conditions of this Agreement, Medtronic Licensors hereby grant to SplitCo Licensees a non-exclusive, non-sublicensable (except as set forth in Section 2.1(b)), non-assignable (except as set forth in Section 6.2), royalty-free, fully paid up worldwide license, to use the Licensed Medtronic Trademarks as such Licensed Medtronic Trademarks were used as of the Separation Date in the SplitCo Business (including any proposed uses in progress at the Separation Date that cannot be suspended without significant cost) and for the time periods set forth in Article 5 herein.

(b)    Any SplitCo Licensee may sublicense any of the rights granted to it pursuant to Section 2.1(a) and Section 2.3 to its Affiliates; provided any such sublicense must be bound in writing and contain terms and conditions no less restrictive on the sublicensee and no less protective of the Licensed Medtronic Trademarks than those contained in this Agreement. SplitCo will ensure that each of its sublicensees complies with the terms of its sublicense, and any act or omission of any sublicensee of SplitCo shall be deemed an act or omission of SplitCo and SplitCo shall be responsible and liable for any breach of this Agreement by any of its sublicensees.

(c)    SplitCo Licensees may grant permissions (not sublicenses), subject to the restrictions, limitation and obligations of the rights granted under this Section 2.1 and Section 2.3 to their customers, suppliers, and distributors to make limited use, during the Term, of the Licensed Medtronic Trademarks to designate the source of the Licensed Products in the ordinary course of business.

(d)    Medtronic shall have the right to exercise reasonable quality control over the use of the Licensed Medtronic Trademarks by the SplitCo Licensees as reasonably required to maintain the validity and enforceability of the Licensed Medtronic Trademarks and to protect the goodwill associated therewith, provided that the Parties acknowledge and agree that continued use of the Licensed Medtronic Trademarks consistent with the use thereof prior to the Separation Date shall constitute an acceptable degree of quality with respect to such use. Any and all goodwill generated by the use of the Licensed Medtronic Trademarks under this Section 2.1 and Section 2.3 shall inure solely to the benefit of Medtronic Licensors.

(e)    SplitCo shall, as part of its Exit Plan under Section 2.07 of the Transitional Services Agreement for Regulatory Services, outline its plan for the submission (and associated timing) of all documents that are necessary with any relevant Governmental Authority to change

the corporate, entity and business names and trade names of any applicable member of the SplitCo Group whose name contains any of the Licensed Medtronic Trademarks. Any changed names of SplitCo should not include any of the Licensed Medtronic Trademarks or any Trademark that is confusingly similar thereto or dilutive thereof.

Section 2.2.    License Grant from SplitCo to Medtronic.

(a)    Subject to the terms and conditions of this Agreement, SplitCo Licensors hereby grant to the Medtronic Licensees a non-exclusive, non-sublicensable (except as set forth in Section 2.2(b)), non-assignable (except as set forth in Section 6.2), royalty-free, fully paid-up worldwide license, to use the Licensed SplitCo Trademarks as such Licensed SplitCo Trademarks were used as of the Separation Date in the Medtronic Business (including any proposed uses in progress at the Separation Date that cannot be suspended without significant cost) and for the time periods set forth in Article 5 herein.

(b)    Any Medtronic Licensee may sublicense any of the rights granted to it pursuant to Section 2.1(a) and Section 2.3 to its Affiliates; provided any such sublicense must be bound in writing and contain terms and conditions no less restrictive on the sublicensee and no less protective of the Licensed SplitCo Trademarks than those contained in this Agreement. Medtronic will ensure that each of its sublicensees complies with the terms of its sublicense, and any act or omission of any sublicensee of Medtronic shall be deemed an act or omission of Medtronic and Medtronic shall be responsible and liable for any breach of this Agreement by any of its sublicensees.

(c)    Medtronic Licensees may grant permissions (not sublicenses), subject to the restrictions, limitation and obligations of the rights granted under this Section 2.1 and Section 2.3 to their customers, suppliers, and distributors to make limited use, during the Term, of the Licensed SplitCo Trademarks to designate the source of the Licensed Products in the ordinary course of business.

(d)    SplitCo Licensors shall have the right to exercise reasonable quality control over the use of the Licensed SplitCo Trademarks by the Medtronic Licensees as reasonably required to maintain the validity and enforceability of the Licensed SplitCo Trademarks and to protect the goodwill associated therewith, provided that the Parties acknowledge and agree that continued use of the Licensed SplitCo Trademarks consistent with the use thereof prior to the Separation Date shall constitute an acceptable degree of quality with respect to such use. Any and all goodwill generated by the use of the Licensed SplitCo Trademarks under this Section 2.2 and Section 2.3 shall inure solely to the benefit of SplitCo or the applicable member of the SplitCo Group.

Section 2.3. Mutual Grant of Limited Trademark Licenses For Providing Services. Each Party hereby grants to the other Party a limited, non-exclusive, royalty free, fully paid-up, non-sublicensable (except as set forth in Section 2.1(b) and Section 2.2(b), as applicable), non-transferable (other than pursuant to Section 6.2), worldwide license under the Licensed Medtronic Trademarks or Licensed SplitCo Trademarks, as applicable, solely to the extent reasonably necessary to perform the services under the applicable Ancillary Agreements in a form and manner, and with standards of quality, substantially consistent with past practice of the use of the Licensed Medtronic Trademarks or Licensed SplitCo Trademarks, as applicable.

Each Licensor shall have the right to exercise reasonable quality control over the use of the Licensed Medtronic Trademarks by the SplitCo Licensees, or the use of the Licensed SplitCo Trademarks by the Medtronic Licensees, as applicable, as reasonably required to maintain the validity and enforceability of the Licensed Medtronic Trademarks or the Licensed SplitCo Trademarks to protect the goodwill associated therewith. Such limited licenses set forth in this Section 2.3 shall terminate upon the termination of such applicable Ancillary Agreement.

Section 2.4.    No Implied Restrictions or Licenses; Reservation of Rights. Nothing contained in this Agreement shall be construed as conferring any rights by implication, estoppel or otherwise, under any Intellectual Property other than the rights expressly granted in this Agreement with respect to the Licensed Medtronic Trademarks or Licensed SplitCo Trademarks, as applicable. All rights not expressly granted in this Agreement are reserved by Licensors.

Section 3.1.    Acknowledgement. Each Licensee hereby acknowledges that, as between the Parties, (i) a Medtronic Licensor is the sole and exclusive owner of all right, title and interest in and to the Licensed Medtronic Trademarks and (ii) a SplitCo Licensor is the sole and exclusive owner of all right, title and interest in and to the Licensed SplitCo Trademarks.

Section 3.2.    Responsibility for Licensed IP. Each Licensor shall have the exclusive right (but not the obligation) to prepare, file, prosecute, issue, maintain, assign, dispose of, enforce, abandon and terminate the Licensed Medtronic Trademarks or Licensed SplitCo Trademarks, as applicable, at its sole discretion and expense. In the event such Licensor decides to take action against any infringement or threatened infringement or misappropriation of the Licensed Medtronic Trademarks or Licensed SplitCo Trademarks, as applicable, Licensee agrees to reasonably assist such Licensor in whatever manner Licensor directs, at the expense of such Licensor. Recovery of damages resulting from any such action shall be solely for the account of Licensor. Licensee will provide information reasonably requested by Licensor in any such action, including in connection with the calculation of damages.

Section 3.3. Restrictions on Use. Each Licensee shall not use the Licensed Trademarks in a manner that could be detrimental to the value of, or goodwill symbolized by, the Licensed Trademarks or that is reasonably likely to injure, harm or reflect unfavorably on the reputation of Licensor or its Affiliates. Each Licensee shall not use the Licensed Trademarks in any manner that would tarnish or dilute them in any way and shall not use the Licensed Trademarks in a descriptive or generic manner. In no event shall Licensee use or register (or permit the use or registration of) the Licensed Trademarks, or any Trademark confusingly similar thereto, as part of a legal entity name or trade name or Domain Names (except as set forth in Section 5.1) or any other type of name or authorize others to do so or as part of any combination of marks, sub-branding or co-branding (e.g., Licensor/Licensee, Licensee/Licensor or any other combination of Licensor and Licensee), without the express written approval of Licensor.

Section 4.1.    Disclaimer of Warranties. NO EXPRESS OR IMPLIED WARRANTIES ARE GIVEN BY MEDTRONIC LICENSORS OR SPLITCO LICENSORS WITH RESPECT TO ANY LICENSED MEDTRONIC TRADEMARKS OR LICENSED SPLITCO TRADEMARKS OR ANY OTHER MATTER OR SUBJECT ARISING OUT OF THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR REGARDING THE VALIDITY, REGISTRABILITY, SCOPE, ENFORCEABILITY OR NON-INFRINGEMENT OF ANY TRADEMARKS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH LICENSEE ACKNOWLEDGES THAT THE LICENSES GRANTED IN THIS AGREEMENT AND THE LICENSED MEDTRONIC TRADEMARKS AND LICENSED SPLITCO TRADEMARKS ARE PROVIDED “AS IS.”

Section 4.2.    LIMITATION OF LIABILITY. IN NO EVENT SHALL A PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE LICENSED MEDTRONIC TRADEMARKS OR LICENSED SPLITCO TRADEMARKS, UNDER ANY THEORY OF LAW, INCLUDING, CONTRACT, TORT OR STRICT LIABILITY, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 4.3.    Indemnification. The provisions of Article VI of the Separation Agreement shall govern any and all Liabilities or indemnification under or in connection with this Agreement.

Section 5.1.    Term. The term of this Agreement shall commence on the Separation Date and continue for a period of five (5) years following the Separation Date (the “Term”). Notwithstanding the foregoing, the Parties agree that (i) the licenses granted in Section 2.3 shall terminate upon the termination of the applicable Ancillary Agreement and (ii) the following uses of the Licensed Medtronic Trademarks shall be limited to the time periods for use of the same, as described in detail below:

(a) Use of the Licensed Medtronic Trademarks on any internal and external product packaging and labels (including images of such product packaging and labels in other materials) shall terminate within four (4) years from the Separation Date.

If at such termination date SplitCo continues to make such uses of the Licensed Medtronic Trademarks despite commercially reasonable efforts to terminate use (as certified in writing to Medtronic), this period shall be extended by additional one-year extensions from such termination (each one-year period subject to prior written certification), but, in any event, not to exceed five (5) years from the Separation Date.

(b) Use of the Licensed Medtronic Trademarks in the corporate name of any SplitCo legal entity (other than use on labels or other packaging and related product materials in use as of the Separation Date) shall terminate: within four (4) years from the Separation Date, or, where the name change for such legal entities occurs after the Separation Date, within one (1) year of such change of name. If at such termination date SplitCo continues to make such uses of the Licensed Medtronic Trademarks despite commercially reasonable efforts to terminate use (as certified in writing to Medtronic), this period shall be extended by additional one-year extensions from such termination (each one-year period subject to written certification), but, in any event not to exceed five (5) years from the Separation Date.

(c) Use of the Licensed Medtronic Trademarks in any stationery, administrative, employment, communications (internal and external) and similar materials shall terminate within one (1) year from the Separation Date. Notwithstanding the foregoing, if the use of the Licensed Medtronic Trademarks in such materials is incorporated in a legal entity name, then the termination date for such use shall be within one (1) year of the change of such legal entity name but not to exceed five (5) years from the Separation Date.

(d) Use of the Licensed Medtronic Trademarks in any website (intranet or extranet) content (other than images of product packaging and labels as permitted under Section 5.01(a)), social media content (except historical posts), and other digital content uses shall terminate within one (1) year from the Separation Date. Notwithstanding the foregoing, if the use of the Licensed Medtronic Trademarks in such materials is incorporated in a legal entity name, then the termination date for such use shall be within one (1) year of the change of such legal entity name but not to exceed five (5) years from the Separation Date.

(e) Active SplitCo websites with Domain Names containing Licensed Medtronic Trademarks (“Transitional Domain Names”) shall be reassigned to a new Domain Name which does not contain any Licensed Medtronic Trademarks (“New SplitCo Domain Name”) (i) within one (1) year after the Separation Date, or (ii) for Transitional Domain Names that correspond to a legal entity name, within one (1) year after the change of the associated legal entity name, but in no event longer than five (5) years. After transitioning, SplitCo shall be permitted to maintain such Transitional Domain Names solely to redirect to the corresponding New SplitCo Domain Name, but it shall terminate all such uses of the Transitional Domain Names within five (5) years after the Separation Date. If at such termination date, SplitCo continues to make such uses of the Transitional Domain Names, despite commercially reasonable efforts to terminate use (as certified in writing to Medtronic), this period for continued use solely for redirecting to the New SplitCo Domain Name shall be extended by an additional three (3) years.

(f) Use of the Licensed Medtronic Trademarks in interior and exterior facilities signage, manufacturing and supply chain machinery, and vehicles shall terminate within two (2) years from the Separation Date. Notwithstanding the foregoing, if the use of the Licensed Medtronic Trademarks in such materials is incorporated in a legal entity name, then the termination date for such use shall be within two (2) years of the change of such legal entity name but not to exceed five (5) years from the Separation Date.

To the extent SplitCo Licensees are not able to cease use of any of the Licensed Medtronic Trademarks within the Term for Sections 5.1(a) and (b) due solely to any requirement of applicable Law or any delay or other action of any Governmental Authority, which SplitCo can show with evidence sufficient for Medtronic to verify such delay, upon SplitCo’s request, Medtronic may grant, at its discretion, the SplitCo Licensees a reasonable extension of any such deadline not to exceed an additional six (6) months for each such request to accommodate such circumstances; provided that SplitCo continues to use all reasonable efforts to prosecute any applicable name changes with any relevant Government Authority.

Section 5.2.    Termination. Either Party may terminate this Agreement:

(a)    if the other Party materially breaches the terms of this Agreement (including the quality control provisions and the trademark use provisions) and such breach is not cured within one-hundred and twenty (120) days after notice thereof (except to the extent that such breach is not reasonably capable of being cured, in which case the license may be terminated immediately upon written notice to the other Party); or

(b)    if at any time and to the extent the license granted under this Agreement is no longer permitted under applicable Law.

Section 5.3.    Effect of Termination. Upon expiration or earlier termination of this Agreement, the licenses set forth herein shall terminate immediately, and Licensee and its Affiliates shall refrain immediately from all further use of the Licensed Trademarks, except for limited historical and archival purposes, and shall not distribute, sell or otherwise dispose of any product or service, or related materials or literature, bearing any Licensed Trademarks.

Section 5.4.    Survival. The Parties rights and obligations set forth in the following Articles and Sections shall survive the termination of this Agreement: Article 1 (Definitions), Section 3.1 (Acknowledgment), Article 4 (Disclaimer of Warranties; Limitation of Liability; Indemnification), and Article 6 (Miscellaneous).

Section 6.1. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given (a) when delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service or (c) upon the earlier of confirmed receipt or the fifth Business Day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

Section 6.2.    Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned, transferred or delegated, in whole or in part by either Party, whether in a single transaction or in a series of transactions, without the express written consent of the other Party, and any purported assignment, transfer, license, sublicense or delegation in contravention of this Section 6.2 shall be null and void ab initio; provided, further, that upon the effective time of the SplitCo Merger, SplitCo Parent shall, automatically and without any action from any other Person (including the requirements described in the immediately foregoing proviso), succeed to all of SplitCo’s rights and obligations under this Agreement and shall expressly assume and agree to perform, discharge, and be bound by all of SplitCo’s obligations, covenants, and liabilities under this Agreement and all Ancillary Agreements to which the Initial SplitCo Party is a party as of the effective time of the SplitCo Merger. Subject to the preceding sentences of this Section 6.2, this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the Parties and their respective successors and permitted assigns.

Section 6.3.    Relationship of Parties. Nothing contained in this Agreement will be deemed or construed as creating a joint venture or partnership between the Parties hereto. No Party is by virtue of this Agreement authorized as an agent, employee or legal representative of the other Parties. No Party will have the power to control the activities and operations of the others and their status is, and at all times will continue to be, that of independent contractors with respect to each other. No Party will have any power or authority to bind or commit the other Parties. No Party will hold itself out as having any authority or relationship in contravention of this Section 6.3.

Section 6.4.    Remedies.  Any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy expressly conferred hereby, and the exercise by a Party of any one such remedy will not preclude the exercise of any other such remedy.

Section 6.5.    Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.  

(a)    This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.

(b)    Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware finds it lacks subject matter jurisdiction, the federal court of the United States sitting in Delaware or, if (and only if) the federal court of the United States sitting in Delaware finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware, and appellate courts thereof, over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.

(c)    EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH OF THE PARTIES UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH OF THE PARTIES MAKES THIS WAIVER VOLUNTARILY AND (D) EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 1.1(c).

Section 6.6.    Incorporation of Certain Sections of the Separation Agreement. Section 11.01 (Counterparts; Entire Agreement), Section 11.02 (Dispute Resolution), Section 11.04 (Third-Party Beneficiaries), Section 11.06 (Severability), Section 11.08 (Expenses), Section 11.09 (Headings), Section 11.12 (Specific Performance), Section 11.14 (Amendments; Waivers), and Section 11.16 (Interpretation) of the Separation Agreement are incorporated herein by reference and shall apply to this Agreement mutatis mutandis.

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”).

A.WHEREAS, in connection with the Separation Agreement, dated as of March 1, 2026, by and between SplitCo and Medtronic (the “Separation Agreement”), (a) Medtronic and its shareholders determined that it is desirable and appropriate to transfer certain assets and liabilities to SplitCo and for SplitCo to conduct and operate the SplitCo Business, and (b) Medtronic will conduct and operate the Medtronic Business; and pursuant to which Medtronic assigned to SplitCo certain trademarks including but not limited to those on Exhibit A; and

B.Whereas, this Agreement is an Ancillary Agreement pursuant to the Separation Agreement;

C.Whereas, following the Separation Date, SplitCo or its applicable Affiliate is or will be the owner of record of the trademark registrations and applications listed on Exhibit A;

D.Whereas, Medtronic or its applicable Affiliate is the owner of record of the trademark registrations and applications listed on Exhibit B.

E.Whereas, Medtronic does not object to SplitCo registering, using and exercising all the rights of ownership of the marks on Exhibit A, or any other mark incorporating the word CARELINK, so long as the registration and use of each such mark is restricted to the SplitCo Business.

F.Whereas, SplitCo does not object to Medtronic registering, using and exercising all the rights of ownership of the marks on Exhibit B, or any other mark incorporating the word CARELINK, so long as the registration and use of each such mark is unrelated to the SplitCo Business.

G.Whereas Medtronic and SplitCo recognize and acknowledge they offer their goods and services in different fields and target different consumers, and that Medtronic’s goods and services offered under the marks on Exhibit B and/or any other CARELINK formative marks that Medtronic may use at any time in the future or at present, whether registered or unregistered, are unrelated to the SplitCo Business, and that SplitCo’s goods and services offered under the marks on Exhibit A and/or any other CARELINK formative marks that SplitCo may use at any time in the future or at present, whether registered or unregistered, are offered only in connection with the SplitCo Business.

H.Whereas, the Parties agree that, based upon their experience in their respective industries and the differences between the Parties’ marks in certain cases, differences in their respective goods and services, differences in the consumers and the sophistication of the consumers, and/or channels of trade, there is no likelihood of confusion, mistake, or deception caused by Medtronic’s registration and/or use of the marks on Exhibit B and/or any other CARELINK formative marks that Medtronic may use at any time in the future or at present, whether registered or unregistered, and SplitCo’s registration and/or use of the marks on Exhibit A and/or any other CARELINK formative marks that SplitCo may use at any time in the future or at present, whether registered or unregistered, so long as SplitCo’s use is restricted to the SplitCo Business and Medtronic’s use is unrelated to the SplitCo Business.

I.Medtronic has no objection to SplitCo’s continued use and registration of SplitCo’s marks listed on Exhibit A so long as SplitCo’s use is restricted to the SplitCo Business.

J.SplitCo has no objection to Medtronic’s continued use and registration of the marks listed on Exhibit B so long as Medtronic’s use is unrelated to the SplitCo Business.

K.The Parties desire to continue to avoid any likelihood of confusion, mistake, or deception as a result of their respective use and registration of their marks.

NOW THEREFORE, in consideration of the promises and mutual obligations and undertakings set forth herein, the Parties agree as follows:

1.Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement. As used in this Agreement, the following terms shall have the following meanings:

a.“Medtronic Business” means the business and operations conducted (including business and operations not yet commercialized) by Medtronic and its Subsidiaries other than the SplitCo Business.

b.“Parties” and “Party” have the meaning assigned in the preamble hereto.

c.“Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability company, any other entity and any Governmental Authority.

d.“SplitCo Business” means the business and operations constituting Medtronic’s Diabetes operating unit (as further described in the IPO Registration Statement), including the brands and product lines (i) sold by such segment as of or prior to the Separation Date or (ii) otherwise set forth on Schedule V (as listed in the Separation Agreement). Notwithstanding the foregoing, the brands and product lines of all Medtronic operating units and businesses other than the Diabetes operating unit shall be deemed part of the Medtronic Business, and not part of the SplitCo Business.

e.“Subsidiary” of any Person means any corporation or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization, is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.

2.SplitCo consents to Medtronic’s continued use and registration of the marks on Exhibit B and any other CARELINK formative marks that Medtronic may register and/or use at any time in the future or at present, whether registered or unregistered, including in any and all territories and/or jurisdictions where SplitCo has or may acquire earlier registered rights, so long as Medtronic’s use of any CARELINK formative mark is not in connection with the SplitCo Business. SplitCo further agrees it will not oppose, seek to cancel, take action against, or otherwise object to or challenge any use of, application for, or registration of a CARELINK formative mark owned by Medtronic so long as the proposed or actual use of the mark is not in connection with the SplitCo Business.

3.Medtronic consents to SplitCo’s continued use and registration of the marks on Exhibit A and any other CARELINK formative marks that SplitCo may register and/or use at any time in the future or at present, whether registered or unregistered, including in any and all territories and/or jurisdictions where Medtronic has or may acquire earlier registered rights, so long as SplitCo’s use of any CARELINK formative mark is solely in connection with the SplitCo Business. Medtronic further agrees it will not oppose, seek to cancel, take any action against, or otherwise object to or challenge any use of, application for, or registration of a CARELINK formative mark owned by SplitCo so long as the proposed or actual use of the mark is solely in connection with the SplitCo Business.

4.The Parties agree that if, in the future, either Party is apprised of any evidence of actual confusion, mistake, or deception with regard to the respective use of their marks that is materially adversely affecting the SplitCo Business or Medtronic Business, as the case may be, the Party receiving and possessing such information shall promptly make the same available in detail to the other Party. Thereafter, the Parties, through their authorized officers, representatives, and/or attorneys, shall confer for the purpose of jointly considering such evidence and taking the necessary steps to eliminate such confusion.

5.The Parties agree that the use and registration by SplitCo of CARELINK formative marks, including but not limited to those in Exhibit A, for use solely in connection with the SplitCo Business, and use and registration by Medtronic of CARELINK formative marks, including but not limited to those in Exhibit B, for uses unrelated to the SplitCo Business, is not likely to cause confusion, to cause mistake, or to deceive consumers because of differences in appearance between some or all of SplitCo’s CARELINK formative marks and Medtronic’s CARELINK formative marks, differences in the goods and services offered by SplitCo and the goods and services offered by Medtronic, and differences in the consumers of SplitCo’s goods and services and the consumers of Medtronic’s goods and services, and the sophistication of the consumers of SplitCo and Medtronic.

6.The Parties agree that the use and registration by SplitCo of CARELINK formative marks is not likely to cause confusion, to cause mistake, or to deceive so long as SplitCo’s use is related to the SplitCo Business.

7.The Parties agree that use and registration by Medtronic of CARELINK formative marks is not likely to cause confusion, to cause mistake, or to deceive so long as Medtronic’s use is unrelated to the SplitCo Business.

8.The Parties agree that neither Party will oppose or object to the use and registration of CARELINK formative marks by the other Party and the other Party’s successors, assigns, affiliates, subsidiaries and related companies so long as such use and registration is in accord with this Agreement.

9.The Parties agree to execute and deliver any further documents, agreements, letters and the like, including but not limited to agreements to temporarily assign and assign back any application(s) for a CARELINK-formative mark, as may be needed and/or reasonably necessary in any jurisdiction to carry out the intended purpose of this Agreement.

10.The Parties will cooperate in good faith in connection with the enforcement of CARELINK formative marks by the other Party.

11.All provisions of this Agreement shall be severable. The validity of any provision shall not affect the validity of the remaining provisions. In the event of the invalidity of any provision, this Agreement shall be interpreted and enforced as if such provision were not contained in this Agreement.

12.The Parties represent and warrant that they have full authority to execute, deliver and perform this Agreement.

13.This Agreement shall be worldwide in application and may be filed with any Trademark Office in the world including the United States Patent and Trademark Office.

14.This Agreement shall be binding on the Parties and their respective affiliates, subsidiaries and related companies and permitted successors and assigns. Neither Party may assign or otherwise transfer any of its rights, or delegate or other transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other Party’s prior written consent; provided, further, that upon the effective time of the SplitCo Merger, SplitCo Parent shall, automatically and without any action from any other Person (including the requirements described in the immediately foregoing proviso), succeed to all of SplitCo’s rights and obligations under this Agreement and shall expressly assume and agree to perform, discharge, and be bound by all of SplitCo’s obligations, covenants, and liabilities under this Agreement and all Ancillary Agreements to which the Initial SplitCo Party is a party as of the effective time of the SplitCo Merger. Any successor or assign shall assume all obligations of its predecessor or assignor, as applicable, under this Agreement. SplitCo may not assign or otherwise transfer any of its rights in the marks on Exhibit A, or any other mark that is subject to this Agreement, and Medtronic may not assign or otherwise transfer any of its rights in the marks on Exhibit B, or any other mark that is subject to this Agreement, in either case, to any other individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity (including any of its affiliates), unless that individual or entity agrees in writing to be bound by the terms and conditions of this Agreement and the transferring Party provides prior written notification of the assignment to the non-transferring Party. For purposes of this Section 14, any merger, consolidation, or reorganization involving a Party (regardless of whether that Party is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement or a transfer of such Party’s mark subject to the requirements of this Section 14. No delegation or other transfer will relieve the delegating or transferring Party of any of its obligations under this Agreement.

15.This Agreement may not be modified except in writing signed by both Parties.

16.Article VI (Indemnification), Section 11.01 (Counterparts; Entire Agreement), Section 11.02 (Dispute Resolution), Section 11.04 (Third-Party Beneficiaries), Section 11.08 (Expenses), Section 11.09 (Headings), Section 11.12 (Specific Performance), and Section 11.16 (Interpretation) of the Separation Agreement are incorporated herein by reference and shall apply to this Agreement mutatis mutandis.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective officers thereunto duly authorized.

Medtronic Group Holding, Inc.

and

Kangaroo US HoldCo 2, Inc.

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.

WHEREAS, the parties have entered into that certain Separation Agreement (the “Separation Agreement”), dated as of March 1, 2026;

WHEREAS, effective upon the Effective Date, (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

WHEREAS, each of Medtronic and SplitCo desires to reflect the terms of their agreement with respect to such services.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, Medtronic and SplitCo, for themselves, their successors and assigns, agree as follows:

Section 1.01    Definitions. Capitalized terms used but not defined herein shall have the meaning set forth in the Separation Agreement. As used in this Agreement, the following terms have the following meanings:

“Additional Services” has the meaning ascribed thereto in Section 2.02(b).

“Affiliate” has the meaning ascribed thereto in the Separation Agreement.

“Agreement” has the meaning ascribed thereto in the preamble.

“Ancillary Agreements” has the meaning ascribed thereto in the Separation Agreement.

“Applicable End Date” means, with respect to each Service, the final date of the Applicable Original Duration with respect to such Service that follows an Applicable Termination Date for such Service; provided that, in no event will the Applicable End Date be later than two (2) years after the Separation Date.

“Applicable Original Duration” means, with respect to each Service, the duration of the period from the Effective Date to the Applicable Termination Date with respect to such Service.

“Applicable Termination Date” means, with respect to each Service, the date that is twelve (12) months following the Effective Date, or such earlier or later termination date specified with respect to such Service, as applicable, in Schedule A or Schedule B, as applicable.

“Assets” has the meaning ascribed thereto in the Separation Agreement.

“Background Assets” means any Assets (including Intellectual Property): (i) existing as of the Effective Date and that are owned by a Party or its Affiliates; (ii) acquired by a Party or its Affiliates after the Effective Date; or (iii) made, conceived, or developed by a Party or its Affiliates outside of any Services provided under this Agreement.

“Cap” has the meaning ascribed thereto in Section 6.06(c).

“Consents” has the meaning ascribed thereto in the Separation Agreement.

“Cost of Services” means, with respect to each Service, the amount specified with respect to such Service in Schedule A or Schedule B, as applicable, to be paid by a Service Recipient in respect of such Service to the Service Provider of such Service.

“Data Protection Laws” has the meaning ascribed thereto in Exhibit A.

“Deliverables” has the meaning ascribed thereto in Section 3.03(b).

“Dispute” has the meaning ascribed thereto in Section 8.01.

“Dispute Notice” has the meaning ascribed thereto in Section 8.02.

“Excluded Services” means any services that would be provided by Medtronic’s Financial Planning & Analysis, Investor Relations, Treasury, Tax, Internal Audit or Legal & Compliance functions were they to be provided, other than those explicitly set forth in Schedule A.

“Exit Plans” has the meaning ascribed thereto in Section 2.07.

“Force Majeure Event” has the meaning ascribed thereto in Section 9.02.

“Functional Leads” has the meaning ascribed thereto in Section 2.01(d).

“Functional Leads Negotiations” has the meaning ascribed thereto in Section 2.01(c).

“Governmental Authority” has the meaning ascribed thereto in the Separation Agreement.

“Indemnitee” means a Medtronic Indemnitee or a SplitCo Indemnitee, as the context requires.

“Intangible Developments” has the meaning ascribed thereto in Section 3.03(b).

“Intended Tax Treatment” has the meaning ascribed thereto in the Tax Matters Agreement.

“Interruption” has the meaning ascribed thereto in Section 2.01(k).

“Law” has the meaning ascribed thereto in the Separation Agreement.

“Liabilities” has the meaning ascribed thereto in the Separation Agreement.

“Medtronic” has the meaning ascribed thereto in the preamble.

“Medtronic Business” has the meaning ascribed thereto in the Separation Agreement.

“Medtronic Change of Control” means any transaction or series of transactions by which a third party acquires all or a material portion of the Medtronic Business or the operation thereof, whether through an asset or stock sale, merger or other business combination.

“Medtronic Group” has the meaning ascribed thereto in the Separation Agreement.

“Medtronic Indemnitees” has the meaning ascribed thereto in the Separation Agreement.

“Omitted Services” has the meaning ascribed thereto in Section 2.02(a).

“Partial Termination Estimate” has the meaning ascribed thereto in Section 5.04(a).

“Person” has the meaning ascribed thereto in the Separation Agreement.

“Personal Data” has the meaning ascribed thereto in Exhibit A.

“Processed” and “Processing” have the meaning ascribed thereto in Exhibit A.

“Project Work” has the meaning ascribed thereto in Section 2.03.

“Project Work Request” has the meaning ascribed thereto in Section 2.03.

“Related Service” has the meaning ascribed thereto in Section 5.02.

“Separation” has the meaning ascribed thereto in the Separation Agreement.

“Separation Agreement” has the meaning ascribed thereto in the recitals.

“Separation Date” has the meaning ascribed thereto in the Separation Agreement.

“Service Coordinator” has the meaning ascribed thereto in Section 2.01(c).

“Service Extension” has the meaning ascribed thereto in Section 5.02.

“Service Provider” means any member of the SplitCo Group or the Medtronic Group, as applicable, in its capacity as the provider of any Services to any member of the Medtronic Group or the SplitCo Group, respectively.

“Service Recipient” means any member of the SplitCo Group or the Medtronic Group, as applicable, in its capacity as the recipient of any Services from any member of the Medtronic Group or the SplitCo Group, respectively.

“Services” means the individual services identified in Schedule A or Schedule B, as applicable; provided, that, in no event any Excluded Services be Services.

“Shutdown” has the meaning ascribed thereto in Section 2.01(j).

“SplitCo” has the meaning ascribed thereto in the preamble.

“SplitCo Business” has the meaning ascribed thereto in the Separation Agreement.

“SplitCo Change of Control” means any transaction or series of transactions by which a third party acquires all or a material portion of the SplitCo Business or the operation thereof, whether through an asset or stock sale, merger or other business combination.

“SplitCo Group” has the meaning ascribed thereto in the Separation Agreement.

“SplitCo Indemnitees” has the meaning ascribed thereto in the Separation Agreement.

“Sub-Contractor” has the meaning ascribed thereto in Section 2.01(f).

“Subsidiary” has the meaning ascribed thereto in the Separation Agreement.

“Tax Matters Agreement” means the Tax Matters Agreement dated as of the date of the Separation Agreement by and between Medtronic and SplitCo.

“Taxes” has the meaning ascribed thereto in the Tax Matters Agreement.

“Taxing Authority” has the meaning ascribed thereto in the Tax Matters Agreement.

“Termination Charges” has the meaning ascribed thereto in Section 5.05(d).

“Termination Estimate Request Notice” has the meaning ascribed thereto in Section 5.04(a).

“Third-Party Acquiror” means any Person that acquires all or a portion of the SplitCo Business or the operation thereof, whether through an asset or stock sale, merger or other business combination.

“Trademarks” has the meaning ascribed thereto in the Separation Agreement.

“Transfer Taxes” has the meaning ascribed thereto in Section 4.01(c).

“Transition Committee” has the meaning ascribed thereto in Section 8.02.

“Transition Committee Negotiations” has the meaning ascribed thereto in Section 8.02.

“VAT” has the meaning ascribed thereto in Section 4.01(c).

“Vice President Resolutions” has the meaning ascribed thereto in Section 8.03.

Section 2.01    Provision of Services.

(a)    Commencing on the Effective Date, Medtronic shall, and shall cause the applicable members of the Medtronic Group to, (i) provide, or otherwise make available, to SplitCo and the applicable members of the SplitCo Group the Services set forth in Schedule A and (ii) pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Service Recipients of the Services set forth in Schedule B, in each case in accordance with the terms of this Agreement.

(b)    Commencing on the Effective Date, SplitCo shall, and shall cause the applicable members of the SplitCo Group to, (i) provide, or otherwise make available, to Medtronic and the applicable members of the Medtronic Group the Services set forth in Schedule B and (ii) pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Service Recipients of the Services set forth in Schedule A, in each case in accordance with the terms of this Agreement.

(c)    Each Service Recipient and its respective Service Provider shall cooperate in good faith with each other in connection with the performance of the Services hereunder. Each of Medtronic and SplitCo agrees to appoint an employee representative (each such representative, a “Service Coordinator”) with the requisite skills, knowledge and experience who will have overall responsibility for implementing, managing and coordinating the Services pursuant to this Agreement on behalf of Medtronic and SplitCo, respectively. Initially, the Service Coordinators will be the individuals set forth on Schedule D. Either Party may change its designated Service Coordinator at any time upon notice given to the other Party in accordance with Section 9.12. The Service Coordinators will consult and coordinate with each other on a regular basis, and no less frequently than quarterly, during the term of this Agreement.

(d)    Medtronic and SplitCo shall establish and maintain a committee to oversee, manage and coordinate provision of Services pursuant to this Agreement (the “Transition Committee”). The Transition Committee shall be comprised of representatives from each of Medtronic and SplitCo consisting with the requisite skills, knowledge and experience to perform such tasks, including (i) a lead coordinator from each party to act as the primary contact person with respect to all issues relating to the provision of Services pursuant to this Agreement (such persons, the “Lead Coordinators”) and (ii) Functional Leads from each of Medtronic and SplitCo for each functional area for which Services are being provide or received pursuant to this Agreement, as applicable (such persons, the “Functional Leads”). The Transition Committee shall hold review meetings by telephone, video conference or in person, as mutually agreed upon by the Lead Coordinators, approximately once per month, which such meetings shall be attended by the Lead Coordinators and such Functional Leads as are necessary for the relevant discussion. The Transition Committee meetings will address matters related to this Agreement, including (i) any issues relating to the provision of the Services, (ii) to the extent Service changes are to be implemented, the implementation of such changes and (iii) the Exit Plans pursuant to Section

2.07. Further, at each such meeting, the Lead Coordinator for Service Recipient shall provide an update on the status of the Exit Plans pursuant to Section 2.07. Each party may replace its appointed Lead Coordinator or other Transition Committee representatives at any time upon written notice to the other party. No such Lead Coordinator or delegate shall have the authority to amend this Agreement or any exhibit attached hereto in any respect.

(e)    The Service Provider shall determine the personnel who shall perform the Services to be provided by it. All personnel providing Services will remain at all times, and be deemed to be, employees or representatives solely of the Service Provider, responsible for providing such Services (or its Affiliates or Sub-Contractors) for all purposes, and not to be deemed employees or representatives of the Service Recipient. All such personnel will be under the sole direction, control and supervision of the Service Provider and the Service Provider has the sole right to exercise all authority with respect to the employment, engagement, substitution, termination, assignment and compensation of such personnel.

(f)    The Service Provider may, at its option, from time to time, delegate any or all of its obligations to perform Services under this Agreement to any one or more of its Affiliates or engage the services of other professionals, consultants or other third parties (each, a “Sub-Contractor”) in connection with the performance of the Services; provided, however, that (i) the Service Provider shall remain ultimately responsible for ensuring that all of its obligations with respect to the manner, scope, time-frame, nature, quality or level, and other aspects of the Services are satisfied with respect to any Services provided by any such Affiliate or Sub-Contractor and shall be liable for any failure of a Sub-Contractor to so satisfy such obligations (or if a Sub-Contractor otherwise breaches any provision hereof) and (ii) such Sub-Contractor agrees in writing to be bound by confidentiality provisions at least as restrictive to it as the terms of Section 9.05 of this Agreement. Except as agreed by the Parties in Schedule A or Schedule B or otherwise in writing, and subject to Section 2.01(h), any costs associated with engaging the services of an Affiliate of the Service Provider or a Sub-Contractor shall not affect the Cost of Services payable by the Service Recipient under this Agreement, and the Service Provider shall remain solely responsible with respect to payment for such Affiliate’s or Sub-Contractor’s costs, fees and expenses.

(g) Except as mutually agreed upon, the Services shall be performed in substantially the same scope, time-frame, nature, quality, with the same care, and to the same extent and service level as such Services (or substantially similar services) were provided to the SplitCo Business or the Medtronic Business, as applicable, immediately prior to the Effective Date, unless the Services are being provided by a Sub-Contractor who is also providing the same services to the Service Provider or a member of such Service Provider’s Group, in which case the Services shall be performed for the Service Recipient in the same manner, scope, time-frame, nature, quality or level, with the same care, and to the same extent and service level as they are being performed for the Service Provider or such member of such Service Provider’s Group, as applicable. If the Service Provider has not provided such Services (or substantially similar services) immediately prior to the Effective Date and such Services are not being performed by a Sub-Contractor who is also providing the same services to such Service Provider’s Group, then the Services shall be performed in a competent, professional and workmanlike manner consistent with industry standards. The Services shall be used solely for the operation of the SplitCo Business or the Medtronic Business, as applicable, for substantially the same purpose as used by the applicable Service Recipient immediately prior to the date of this Agreement. Notwithstanding anything to the contrary set forth herein, in no event (including any internal reorganization or restructuring or expansion of Service Recipient) shall the Service Provider be required to (i) increase or expand the scope, time-frame, nature, or quality of any Service during the term of the Service or (ii) expend additional internal resources to provide such Service.

(h)    The Parties acknowledge that the Service Provider may make changes from time to time in the manner of performing Services (including in respect of those Services provided by a Sub-Contractor) (i) if the Service Provider is making similar changes in performing the same or substantially similar Services for itself or other members of its Group or (ii) to the extent required for the provision of such Services to be in compliance with applicable Law; provided, however, that if any such changes actually increase the cost of providing such Services, Service Provider may increase the Cost of Services to the extent of such increase in cost (for the avoidance of doubt, such increase may be additive to any additional costs for the provision of services contemplated by the Cost of Services contemplated in Schedule A or Schedule B); provided, that, that unless expressly contemplated in Schedule A or Schedule B, such changes shall not decrease the manner, scope, time-frame, nature, quality or level of the Services provided to the Service Recipient, except upon prior written approval of the Service Recipient; provided, further, that to the extent such increase in cost exceeds 15% of the Cost of Services contemplated in Schedule A or Schedule B, Service Provider shall provide Service Recipient with at least thirty (30) days’ prior written notice of such cost increase and Service Recipient may, within fifteen (15) days following receipt of such notice, elect to terminate the affected Services by providing written notice to Service Provider, which termination shall be effective on the later of (x) thirty (30) days following Service Provider’s receipt of such termination notice or (y) the date on which the cost increase would become effective; provided, further, that if the Services that the Service Recipient elects to terminate have Related Services designated on Schedule C, Service Recipient shall (i) comply with the obligations set forth in Section 5.04(a), including simultaneous termination of all Related Services and payment of the increased Cost of Services through the termination effective date, and (ii) pay the Termination Charges in accordance with Section 5.05(d).

(i) Nothing in this Agreement shall be deemed to require the provision of any Service by any Service Provider (or any Affiliate or Sub-Contractor of a Service Provider) to any Service Recipient if the provision of such Service requires the Consent of any Person (including any Governmental Authority), whether under applicable Law, by the terms of any contract to which such Service Provider or any other member of its Group is a party or otherwise, unless and until, subject to the fourth-to-last sentence of this Section 2.01(i), such Consent has been obtained. The Service Provider shall use commercially reasonable efforts to obtain as promptly as possible any Consent of any Person that may be necessary for the performance of the Service Provider’s obligations pursuant to this Agreement; provided, however, “commercially reasonable efforts” shall not require the Service Provider to amend or extend the term of any contract or agreement with any third party in order to obtain such Consent. Any fees, expenses or extra costs incurred in connection with obtaining any such Consents shall be paid by the Service Recipient, and the Service Recipient shall use commercially reasonable efforts to provide assistance as necessary in obtaining such Consents. In the event that the Consent of any Person, if required in order for the Service Provider to provide Services, is not obtained reasonably promptly after the Effective Date, the Service Provider shall notify the Service Recipient and the Parties shall cooperate in good faith in devising an alternative manner for the provision of the Services affected by such failure to obtain such Consent and the Cost of Services associated therewith, such alternative manner and Cost of Services to be reasonably satisfactory to both Parties and agreed to in writing. If the Parties elect such an alternative plan, the Service Provider shall provide the Services in such alternative manner and the Service Recipient shall pay for such Services based on the alternative Cost of Services. The Services shall not include, and no Service Provider (or any Affiliate or Sub-Contractor of a Service Provider) shall be obligated to provide, any service the provision of which to a Service Recipient on or following the Effective Date would constitute a violation of any Law. In addition, notwithstanding anything to the contrary herein, the Service Provider (and the Affiliates and Sub-Contractors of the Service Provider) will not be required to perform or to cause to be performed any of the Services for the benefit of any third party or any other Person other than the applicable Service Recipient. The Parties acknowledge and agree that obtaining any necessary Consent is an express condition to the Service Provider’s obligation to provide any Services requiring the use of third-party software, technology or Intellectual Property under this Agreement, and the Service Provider shall not be considered in breach of this Agreement for failure to provide any such Service due to the fact that the Parties were unable to acquire such Consent in accordance with this Section 2.01(i).

(j)    Service Recipient acknowledges that Services may, from time to time, in the reasonable discretion of Service Provider, be suspended in whole or in part for modifications and ordinary maintenance to the assets needed to provide Services and any other matters of a short-term nature (the “Shutdown”). Service Provider shall consider in good faith the impact of any such Shutdown on Service Recipient (and its Affiliates) and shall cooperate with Service Recipient in good faith to minimize any adverse consequences to Service Recipient (and its Affiliates) resulting from such Shutdown. Except in emergency situations, Service Provider shall notify Service Recipient as promptly as practicable before any Shutdown. In the event that a particular Cost of Services is based on the duration of time for which Service Provider provides the applicable suspended Service, Service Provider shall reduce the charges related to such suspended Services on a pro rata basis based on the number of days such Services are suspended; provided that no Cost of Services shall be reduced in such manner if the applicable Shutdown lasts for less than 5 consecutive days.

(k) The Parties acknowledge that there may be unanticipated temporary interruptions in the provision of a Service, in each case for a period of less than forty-eight (48) hours (any such event, an “Interruption”). Service Provider shall use commercially reasonable efforts to provide Service Recipient with notice of such Interruption as soon as possible (including information regarding the nature and the projected length of such Interruption), and thereafter such Service Provider shall use commercially reasonable efforts to cooperate with Service Recipient to minimize any impact on the Services caused by such Interruption. The Service Provider shall not be excused from performance if it fails to use commercially reasonable efforts to remedy the situation causing such Interruption.

(l)    In the event the obligations of Service Provider to provide any Service shall be suspended in accordance with Section 2.01(j) or Section 2.01(k), Service Provider and its Affiliates shall not have any liability whatsoever to Service Recipient arising out of or relating to such suspension of Service Provider’s provision of such Service, except to the extent resulting from a breach by Service Provider of any agreement or covenant required to be performed or complied with by Service Provider pursuant to Section 2.01(j) or Section 2.01(k) (but subject to the other limitations on liability set forth in this Agreement).

(m)    Neither Party nor any of their respective Affiliates shall have any obligation to purchase, upgrade, enhance or otherwise modify any computer hardware, software or network environment currently used by such Party or such Party’s Affiliates, or to provide any support or maintenance services for any computer hardware, software or network environment that has been upgraded, enhanced or otherwise modified from the computer hardware, software or network environments that are currently used by such Party or such Party’s Affiliates.

Section 2.02    Service Amendments and Additions.

(a)    Within the first six (6) months following the Effective Date, each of Medtronic and SplitCo may request in writing that the other Party provide services that (i) were provided by the Medtronic Business or the SplitCo Business, as applicable, within the twelve (12) months prior to the Effective Date and (ii) are reasonably necessary for the operation of the Medtronic Business or the SplitCo Business, as applicable, as conducted within the twelve (12) months prior to the Effective Date and that are not otherwise set forth in Schedule A or Schedule B (“Omitted Services”) and (iii) are not Excluded Services. Any request for an Omitted Service shall be in writing and shall specify, as applicable, (A) the type and the scope of the requested service, (B) who is requested to perform the requested service, (C) where and to whom the requested service is to be provided and (D) the proposed term for the requested service. The Parties shall discuss in good faith the terms under which such Omitted Services may be provided.

(b)    Within the first six (6) months following the Effective Date, each of Medtronic and SplitCo may also request the other Party to provide additional services that are not Services and that are not Omitted Services (“Additional Services”); provided, that, in no event shall any Excluded Services be Additional Services. Any request for an Additional Service shall be in writing and shall specify, as applicable, (A) the type and the scope of the requested service, (B) who is requested to perform the requested service, (C) where and to whom the requested service is to be provided and (D) the proposed term for the requested service. In the event that a Party requests an Additional Service, the other Party may elect in its sole discretion to provide such Additional Service.

(c)    If a Party agrees to provide an Omitted Service pursuant to Section 2.02(a) or an Additional Service pursuant to Section 2.02(b), then the Parties shall in good faith negotiate an amendment to Schedule A or Schedule B, as applicable, which will describe in detail the service, project scope, term, price and payment terms to be charged for such Omitted

Service or Additional Service; provided, that the Cost of Services payable for any Omitted Service shall be calculated in a manner consistent with the methodology used to calculate the Cost of Services payable for the Services included on Schedule A or Schedule B hereto, as applicable. Once agreed to in writing, the amendment to Schedule A or Schedule B, as applicable, shall be deemed part of this Agreement as of such date and the Omitted Services or Additional Services, as applicable, shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement; provided, however, that no Service Provider shall be required to provide any Services, at any price, that would prevent, or be reasonably likely to prevent, or be inconsistent with the Intended Tax Treatment.

Section 2.03    Migration Projects. Prior to the end of the applicable term, each Service Provider will provide the Service Recipient, upon written request (the “Project Work Request”), with such commercially reasonable support as may be necessary to migrate the Services to the Service Recipient’s internal organization or to a third party provider (the “Project Work”), including without limitation exporting and providing (subject to applicable Law and Exhibit A) all relevant data and information of the applicable Service Recipient from the systems of the applicable Service Provider or any party performing the Services on its behalf. After the Service Provider receives the Project Work Request, the Parties shall meet to discuss and agree on the scope, schedule and cost of the Project Work, taking into consideration the Service Provider’s then available resources; provided that in no event shall the Service Provider be required to provide the Project Work unless and until the scope, schedule and cost of the Project Work are mutually agreed between the Parties. To the extent that third party vendors are required for such Project Work, Service Recipient may provide Service Provider with reasonable input into the selection of such third party vendors; provided that Service Provider shall have the sole discretion to select any such third party vendors. Where required for migrating the Services, Service Recipient’s personnel will be granted reasonable access to the respective facilities of the Service Provider during normal business hours. Project Work may be out-sourced to external service partners (including those involving conversion programs or other programming, or extraordinary management supervision or coordination); provided that the Service Provider shall be responsible for the performance or non-performance of such partners. The Service Recipient shall pay its internal costs incurred in connection with all Project Work performed by its personnel and the internal costs of the Service Provider and the cost of all third-party providers engaged in completing a Project Work all shall be charged by the Service Provider to the Service Recipient on a pass-through basis calculated at an hourly rate plus 15%. For the avoidance of doubt, any portion of the cost of Project Work associated with the setup of the Service Recipient’s data warehousing infrastructure or hosting environment shall be charged by the Service Provider to the Service Recipient on a pass-through basis calculated at an hourly rate plus 15%.

Section 2.04    No Management Authority. No Service Provider (or any Affiliate or Sub-Contractor of a Service Provider) shall be authorized by, or shall have any responsibility under, this Agreement to manage the affairs of the business of any Service Recipient, or to hold itself out as an agent or representative of the Service Recipient.

Section 2.05    Acknowledgement and Representation. Each Party understands that the Services provided hereunder are transitional in nature. Each Party understands and agrees that the other Party is not in the business of providing Services to third parties and, except as set forth in Section 5.02, that neither Party has any interest in continuing (i) any Service beyond the Applicable Termination Date or (ii) this Agreement beyond the expiration of all Applicable Termination Dates or the termination of all Services in accordance with Section 5.04. As a result, the Parties have allocated responsibilities and risks of loss and limited liabilities of the Parties as stated in this Agreement based on the recognition that each Party is not in the business of providing Services to third parties. Such allocations and limitations are fundamental elements of the basis of the bargain between the Parties and neither Party would be able or willing to provide the Services without the protections provided by such allocations and limitations. During the term of this Agreement, each Party agrees to work diligently and expeditiously to establish its own logistics, infrastructure and systems, and to obtain all necessary regulatory permits, to enable a transition to its own internal organization or other third-party providers of the Services and agrees to use its reasonable good faith efforts to reduce or eliminate its and its Affiliates’ dependency on the other Party’s provision of the Services as soon as is reasonably practicable.

Section 2.06    SplitCo Operations.

(a)    If SplitCo modifies the operation of the SplitCo Business or the facilities of the SplitCo Business or conducts any other operations or activities or constructs any other facilities during the term of this Agreement, and such modified operations, facilities or activities would materially affect or interfere with the Services provided to SplitCo hereunder by Medtronic, then unless the parties otherwise agree, Medtronic shall not be required to provide (or arrange for the provision of), and SplitCo shall not be required to pay for, the relevant Services to the extent affected by such modifications. If the parties agree that Medtronic shall provide the relevant Services to such modified operations of the SplitCo Business, SplitCo shall reimburse Medtronic for any and all agreed upon fees and costs of providing such Services as a result thereof.

(b)    Notwithstanding anything to the contrary contained herein, in no event shall Medtronic be required to provide the Services (i) to any Third-Party Acquiror or (ii) to SplitCo, following any SplitCo Change of Control.

Section 2.07 Exit Plans; Transactions. SplitCo shall, within one hundred twenty (120) days following the Effective Date, develop and finalize comprehensive exit plans necessary to complete the transition of each Service (such exit plans, the “Exit Plans”). The Exit Plans shall include details of any projects required to complete the transition of each Service, including the parameters, timelines and responsibilities of each party in connection therewith. Medtronic shall cooperate in good faith with SplitCo to develop and finalize the Exit Plans, as needed. SplitCo shall provide Medtronic with reasonable opportunity to review and comment on the Exit Plans prior to finalization, and shall consider any such comments in good faith, provided that any proposed obligations of Medtronic under the Exit Plans are subject to Medtronic’s consent, and such Exit Plans will not be deemed finalized until such consent is granted.

SplitCo shall work diligently and expeditiously to establish and effectuate the Exit Plans and agrees to use its reasonable good faith efforts to complete the transition of each Service as soon as is reasonably practicable. SplitCo shall promptly notify Medtronic in writing of any proposed changes to the Exit Plans, describing such changes in reasonable detail (including, without limitation, any changes to timelines, scope, or Medtronic obligations thereunder) and shall not implement or permit the implementation of any such modification without Medtronic’s prior written consent, which may be granted or withheld in Medtronic’s sole discretion.

Section 3.01    Cooperation and Access.

(a)    Service Recipients shall cooperate with the Service Providers to the extent necessary or appropriate to facilitate the performance of the Services in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, (i) each Party shall make available on a timely basis to the other Party all information and materials requested by such Party to the extent reasonably necessary for the performance or receipt of the Services, (ii) each Party shall, and shall cause the members of its Group to, upon reasonable notice, give or cause to be given to the other Party and its Affiliates and Sub-Contractors reasonable access, during regular business hours and at such other times as are reasonably required, to the relevant premises and personnel to the extent reasonably necessary for the performance or receipt of the Services, (iii) each Party shall, and shall cause the members of its Group to, give the other Party and its Affiliates and Sub-Contractors reasonable access to, and all necessary rights to utilize, such Party’s, and its Group’s, information, facilities, personnel, assets, systems and technologies to the extent reasonably necessary for the performance or receipt of the Services, and (iv) SplitCo may request, and Medtronic may, in its sole discretion, provide or cause the members of its Group to, provide to SplitCo reasonable access to, and all necessary rights to use Medtronic-developed policies, procedures, configurations or similar materials, solely to the extent reasonably necessary for SplitCo’s performance or receipt of the Services. The Parties acknowledge that the timely completion of Services by Medtronic, its Affiliates or its Service Providers may depend upon the provision of certain materials and information and/or the taking of certain actions by SplitCo, and Medtronic shall not be responsible for the failure of it, its Affiliates or its Service Providers to provide Services to the extent that such failure results from the failure of SplitCo to provide such materials or information or take such actions.

(b) Each Party shall (and shall cause the members of its Group and its personnel and the personnel of its Affiliates and Sub-Contractors providing or receiving Services to): (i) not attempt to obtain access to or use any information technology systems of the other Party or any member of its Group, or any confidential Information, Personal Data or competitively sensitive information owned, used or Processed by the other Party, except where it has been granted in writing the right to do so or, to the extent reasonably necessary to do so, to provide or receive Services as provided herein; (ii) maintain reasonable security measures to protect the information technology systems of the other Party and the members of its Group to which it has access pursuant to this Agreement from access by unauthorized third parties; (iii) follow applicable Laws and all of the other Party’s security and confidentiality rules, access agreements, and procedures for restricting access and use, when allowed, to such other Party’s information technology systems; (iv) when on the property of the other Party or any of its Affiliates, or when given access to any facilities, infrastructure or personnel of the other Party or any of its Affiliates, follow applicable Laws and all of the other Party’s policies and procedures concerning health, safety, conduct and security which are made known to the Party receiving such access from time to time and (v) not disable, damage or erase or disrupt, interfere with or impair the normal operation of the information technology systems of the other Party or any member of its Group.

(c)    Service Provider shall (i) promptly notify Service Recipient of any confirmed misuse, disclosure or loss of, or inability to account for, any Personal Data or any confidential or competitively sensitive Information, and any confirmed unauthorized access to Service Provider’s facilities, systems or network, in each case, of which it becomes aware and solely to the extent related to the Service Recipient; and Service Provider will investigate such confirmed security incidents and reasonably cooperate with Service Recipient’s incident response team, supplying logs and other necessary information to mitigate and limit the damages resulting from such a security incident; provided that the Service Recipient agrees to reimburse Service Provider for time spent and actual travel expenses incurred in connection with any such investigation; and (ii) subject to applicable Law, use commercially reasonable efforts to comply with any commercially reasonable requests to assist Service Recipient with its electronic discovery obligations related to Services provided to the Service Recipient; provided that the Service Recipient agrees to reimburse Service Provider for actual expenses incurred for such response.

(d)    In the event of a security breach that relates to the Services, the Parties shall, subject to any applicable Law, reasonably cooperate with each other regarding the timing and manner of (a) notification to their respective customers, potential customers, employees or agents concerning a breach or potential breach of security and (b) disclosures to appropriate Governmental Authorities.

Section 3.02    Data Privacy.

(a)    The provisions of this Section 3.02 shall apply only to the extent that the provision of the Services requires the Processing of Personal Data by the Service Provider or any applicable Sub-Contractor on behalf of the Service Recipient and one or more of the applicable Data Protection Laws apply to such processing. Where Service Provider or the applicable Sub-Contractor carries out the Processing of Personal Data which is subject to Data Protection Laws in connection with the Services, the Parties shall comply with the terms of Exhibit A, which are incorporated into and made a part of this Agreement by this reference.

(b)    The Parties agree to comply with Data Protection Laws in connection with the processing of Personal Data in the course of receipt and provision of the applicable Services.

(c)    The Parties shall take all further actions and execute all further documents as are reasonably necessary to comply with applicable Laws (including applicable Data Protection Laws) in connection with the provision and receipt of Services under this Agreement.

Section 3.03    Intellectual Property.

(a)    License for Services. Each Party, on behalf of itself and its Affiliates, hereby grants to the other Party and to its Affiliates and Sub-Contractors providing Services under this Agreement a nonexclusive, nontransferable, world-wide, royalty-free, non-sublicensable (only to those Persons providing goods or services to such Party, but not for the independent use by such Persons or for any other purpose) license, for the term of this Agreement, to use each Party’s Intellectual Property included in the Background Assets (excluding Trademarks) owned by such Party and the members of its Group that is required for the provision or receipt of the Services, solely to the extent necessary for the other Party and the members of its Group to perform their obligations hereunder or receive the Services provided hereunder, as applicable. The Parties agree that their rights under each other’s Trademarks, if any, are governed by the Transitional Trademark Cross-License Agreement.

(b)    Ownership. Each Service Provider acknowledges and agrees that all records, data, reports, materials and other deliverables created for or on behalf of the Service Recipient in the performance of the Services (“Deliverables”) shall be owned by Service Recipient to be used in the business of the Service Recipient (SplitCo Business or Medtronic Business, as applicable). Deliverables do not include (i) any Intellectual Property conceived by or (in the case of copyrightable works) authored by Service Provider, its employees and agents in the performance of Services (“Intangible Developments”) or (ii) Background Assets. Ownership of Intangible Developments shall vest exclusively in the Service Provider, whether conceived solely by Service Provider or jointly with Service Recipient. In the event that any Service Recipient or its Affiliates obtains ownership of any Intangible Developments in contravention of the foregoing, Service Recipient and its Affiliates hereby irrevocably assigns all right, title, and interest in such Intangible Development to Service Provider and shall execute any documentation to perfect such assignment.

(c)    Licenses for Deliverables. The Parties agree that the IPA governs any license to Background Assets, as applicable, for Deliverables. Service Provider hereby grants to Service Recipient an irrevocable, perpetual, royalty-free, fully paid-up, non-exclusive, sublicensable (only to those Persons providing goods or services to Service Recipient, but not for the independent use by such Persons or for any other purpose), worldwide license under its Intangible Developments to make, have made, have, use, offer to sell and sell, import or otherwise transfer products and services embodying or practicing the Intangible Developments to the extent those Intangible Developments are embedded in or included in the Deliverables.

(d) Third Party Software. The Parties acknowledge that it may be necessary for each Party to make proprietary or third-party software available to the other in the course and for the purpose of performing Services, subject to Section 2.01(i) in the case of third-party software. Each Party (i) shall comply with all known license terms and conditions applicable to any and all proprietary or third-party software made available to such Party by the other Party in the course of the provision of Services hereunder and (ii) agrees that it shall use commercially reasonable efforts to identify and provide to the other Party a copy of the applicable license terms (or, solely with respect to open source software or other software with publicly available license terms, information sufficient to direct such other Party to a copy thereof) for any and all proprietary or third-party software first made available to such other Party as of or after the Effective Date, solely to the extent such provision would not violate the providing Party’s duty of confidentiality owed to any third party.

(e)    Exclusions. Except as expressly specified in this Section 3.03, nothing in this Agreement will be deemed to grant one Party, by implication, estoppel or otherwise, any license rights, ownership rights or other rights in Background Assets of the other Party.

Section 3.04    Misdirected Funds. In the event that, on or after the date of this Agreement, either Party shall receive any payments or other funds due to the other pursuant to the terms hereof or otherwise, then the Party receiving such payments or funds shall promptly forward such payments or funds to the proper Party. The Parties acknowledge that there is no right of offset regarding such payments and a Party may not withhold funds received from third parties for the account of the other Party in the event there is a dispute regarding any other issue under this Agreement.

Section 4.01    Compensation for Services. In each case except as expressly provided in Schedule A or Schedule B:

(a)    As compensation for each Service rendered pursuant to this Agreement, the Service Recipient shall be required to pay to the Service Provider a fee for the Service equal to the Cost of Services specified for such Service in Schedule A or Schedule B, as applicable; provided that the Cost of Service for each Service shall increase by 3% on each anniversary of the date hereof that such Service continues to be provided. The Service Recipient shall also bear all reasonable and documented one-time costs and expenses, if any, incurred following the Effective Date by Service Provider or its Affiliates in order to enable the provision of each Service.

(b)    During the term of this Agreement, the amount of a Cost of Service for a Service may increase during a Service Extension, in accordance with Section 5.02.

(c) The Service Recipient shall be responsible for (i) any excise, sales, use, transfer, stamp, documentary, filing, recordation and other similar Taxes, (ii) any value added, goods and services or similar recoverable indirect Taxes (“VAT”) and (iii) any interest and penalties related to those Taxes described in clause (i) or (ii) that are required to be assessed under applicable Law in connection with the Services provided hereunder, whether or not shown on any invoice (collectively, “Transfer Taxes”). Notwithstanding the foregoing, unless stated otherwise in this Agreement, all sums payable by the Service Recipient under this Agreement are exclusive of any applicable VAT. The amount of Transfer Taxes that is required to be remitted by the Service Provider will be promptly paid to the Service Provider by the Service Recipient in accordance with Section 4.02. Such payment shall be in addition to the Cost of Services set forth in Schedule A or Schedule B, as applicable (unless such Transfer Tax is expressly already accounted for in the applicable Cost of Services). Notwithstanding the foregoing, in the case of VAT, the Service Recipient shall not be obligated to pay such Transfer Taxes, unless the Service Provider has issued to the Service Recipient a valid VAT invoice in respect thereof.

(d)    Except as provided in this Agreement or as required by Law, each Party shall pay all sums due under this Agreement free and clear of any deduction or withholding. If any deduction or withholding is required by Law from any payment by the Service Recipient, the Service Recipient shall pay such additional amount as shall, after the deduction or withholding has been made, leave the relevant Service Provider with the full amount that it would have received if no deduction or withholding had been required; provided, however, that each Party shall notify the other Party in writing of any anticipated deduction or withholding at least fifteen (15) business days prior to making any such deduction or withholding and will cooperate with the other Party in obtaining any available exemption from or reduction of such deduction or withholding. The Party making such deduction or withholding shall promptly provide to the other Party tax receipts or other documents evidencing the payment of any such deducted or withheld amount to the applicable Taxing Authority. The Parties shall use commercially reasonable efforts to cooperate in good faith to eliminate or reduce any deduction or withholding applicable to sums due under this Agreement (including through the request and provision of any statements, forms or other documents to eliminate or reduce any such deduction or withholding).

(e)    If the Service Provider (i) receives any refund (whether by payment, offset, credit or otherwise) or (ii) utilizes any overpayment of Transfer Taxes that are borne by Service Recipient pursuant to this Agreement, then the Service Provider shall promptly pay, or cause to be paid, to the Service Recipient an amount equal to the deficiency or excess, as the case may be, with respect to the amount that the Service Recipient has borne if the amount of such refund or overpayment (including, for the avoidance of doubt, any interest or other amounts received with respect to such refund or overpayment) had been included originally in the determination of the amounts to be borne by Service Recipient pursuant to this Agreement, net of any additional Transfer Taxes the Service Provider incurs or will incur as a result of the receipt of such refund or such overpayment.

Section 4.02    Payment Terms.

(a)    

(i) Subject to Section 4.02(a)(ii), the Service Provider shall bill the Service Recipient monthly within thirty (30) business days after the end of each month, or at such other interval specified with respect to a particular Service in Schedule A or Schedule B, as applicable, an amount equal to the aggregate Cost of Services due for all Services provided in such month or other specified interval, as applicable, plus any Transfer Taxes.

(ii)    Notwithstanding anything to the contrary set forth in Section 4.02(a)(i), in the event that SplitCo is the Service Provider, the Parties agree that the invoices shall be issued under a self-billing arrangement. Pursuant to such arrangement:

(A)    Medtronic agrees:

1)    To issue self-billed invoices for all Services made to them by SplitCo until the Applicable End Date;

2)    To complete self-billed invoices showing SplitCo’s name, address and VAT registration number, together with all the other details which constitute a full VAT invoice;

3)    To make a new self-billing agreement in the event that its VAT registration number changes; and

4)    To inform SplitCo if the issue of self-billed invoices will be outsourced to a third party.

(B)    SplitCo agrees:

1)    To accept invoices raised by Medtronic on its behalf until the Applicable End Date; and

2)    Not to raise sales invoices for the transactions contemplated by this Agreement; and

3)    To notify Medtronic immediately if SplitCo (i) change its VAT registration number; (ii) ceases to be VAT registered, or (iii) sells its business or part of its business.

If SplitCo fails to notify Medtronic of any objections or discrepancies to a self-billed invoice within five (5) business days of receipt, the invoice shall be deemed accepted by SplitCo.

(b) Invoices (other than self-billed invoices as described under Section 4.02(a)(ii)) shall set forth a description of the Services provided and reasonable documentation to support the charges thereon, which invoice and documentation shall be in the same level of detail and in accordance with the procedures for invoicing as provided to the Service Provider’s other businesses. Invoices shall be directed to the Service Coordinator appointed by Medtronic or SplitCo, as applicable, or to such other Person designated in writing from time to time by such Service Coordinator. The Service Recipient shall pay such amount in full by wire transfer of immediately available funds to the account designated by the Service Provider for this purpose within thirty (30) days after (i) the date the invoice is deemed accepted, if Medtronic is the Service Recipient, or (ii) receipt of the invoice, if SplitCo is the Service Recipient. If the thirtieth (30th) day falls on a weekend or a holiday, the Service Recipient shall pay such amount on or before the following business day. Each invoice shall set forth in reasonable detail the calculation of the charges and amounts and applicable Transfer Taxes for each Service during the month or other specified interval to which such invoice relates. In addition to any other remedies for non-payment, if any payment is not received by the Service Provider on or before the date such amount is due, then a late payment interest charge, calculated at the annual rate equal to the “Prime Rate” as reported on the thirtieth (30th) day after the date of the invoice in The Wall Street Journal (or, if such day is not a business day, the first business day immediately after such day), calculated on the basis of a year of 360 days and the actual number of days elapsed between the end of the thirty (30)-day payment period and the actual payment date, shall immediately begin to accrue and any such late payment interest charges shall become immediately due and payable in addition to the amount otherwise owed under this Agreement. The Parties shall cooperate in good faith with respect to all tax matters relating to the invoicing and payment terms in this Section 4.02, including to achieve an invoicing structure that minimizes Transfer Taxes for both Parties to the extent legally permissible.

(c)    The Service Recipient shall notify the Service Provider promptly, and in no event later than thirty (30) days following receipt of the Service Provider’s invoice, of any disputed amounts. If the Service Recipient does not notify the Service Provider of any disputed amounts within such thirty (30)-day period, then Service Recipient will be deemed to have accepted the Service Provider’s invoice. Any objection to the amount of any invoice shall be deemed to be a Dispute hereunder subject to the provisions applicable to Disputes set forth in Article VIII. The Service Recipient shall pay any undisputed amount, and all Transfer Taxes (whether or not disputed), in accordance with this Section 4.02. The Service Provider shall, upon the written request of a Service Recipient, furnish such reasonable documentation to substantiate the amounts billed, including listings of the dates, times and amounts of the Services in question where applicable and practicable. The Service Recipient may withhold any payments subject to a Dispute other than Transfer Taxes; provided that any disputed payments, to the extent ultimately determined to be payable to the Service Provider, shall bear interest as set forth in Section 4.02(a).

(d)    The Service Provider shall have the right to designate one or more of its Affiliates, upon not less than ten (10) days’ prior notice to the Service Recipient, to receive certain of the Cost of Services and other amounts that become payable to the Service Provider hereunder.

(e)    Subject to Section 4.02(c), no Service Recipient shall withhold any payments to a Service Provider under this Agreement in order to offset payments due to such Service Recipient pursuant to this Agreement, the Separation Agreement, any Ancillary Agreement or otherwise, unless such withholding is mutually agreed by the Parties or is provided for in the final ruling of a court having jurisdiction pursuant to Section 9.07. Any required adjustment to payments due hereunder will be made as a subsequent invoice.

Section 4.03    DISCLAIMER OF WARRANTIES. WITHOUT LIMITATION TO THE COVENANTS RELATING TO THE PROVISION OF SERVICES SET FORTH IN SECTION 2.01(g), THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT ARE FURNISHED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE. NO MEMBER OF THE MEDTRONIC GROUP OR OF THE SPLITCO GROUP, AS SERVICE PROVIDER, MAKES ANY REPRESENTATION OR WARRANTY THAT ANY SERVICE COMPLIES WITH ANY LAW, DOMESTIC OR FOREIGN.

Section 4.04    Books and Records. Medtronic and SplitCo shall each, and shall each cause the members of their Group to, maintain complete and accurate books of account as necessary to support calculations of the Cost of Services for Services rendered by it or the other members of its Group as Service Providers and shall make such books available to the other, upon reasonable notice, during normal business hours; provided, however, that to the extent Medtronic’s or SplitCo’s books, or the books of the members of their Group, contain Information relating to any other aspect of the Medtronic Business or the SplitCo Business, as applicable, Medtronic and SplitCo shall negotiate a procedure to provide the other Party with necessary access while preserving the confidentiality of such other records.

Section 5.01    Commencement. This Agreement is effective as of the date hereof and shall remain in effect with respect to a particular Service until the occurrence of the Applicable Termination Date applicable to such Service (or, subject to the terms of Section 5.02, the expiration of any Service Extension applicable to such Service), unless earlier terminated (i) in its entirety or with respect to a particular Service, in each case in accordance with Section 5.03 or Section 5.04, or (ii) by mutual consent of the Parties. Notwithstanding anything to the contrary contained herein, if the Separation Agreement shall be terminated in accordance with its terms, this Agreement shall be automatically terminated and void ab initio with no further action by the Parties and shall be of no force and effect.

Section 5.02 Service Extension. Except as expressly provided in Schedule A or Schedule B, and subject to Section 5.03(b), if the Service Recipient reasonably determines that it will require a Service to continue beyond the Applicable Termination Date or the end of a subsequent extension period, the Service Recipient may request the Service Provider to extend the term of such Service for the desired renewal period(s) (each, a “Service Extension”) by written notice to the Service Provider no less than ninety (90) days prior to end of the then-current Service term; provided that a Service Recipient may only request to extend a Service that is included on Schedule C if it requests to extend all other Services that are designated on Schedule C as a “Related Service” with respect to such Service.

The Service Provider shall respond in its sole discretion to any such request for a Service Extension within fifteen (15) days of receipt; provided that in no event shall the Service Provider be required to provide a Service Extension; provided, further, that (i) the Service Extensions with respect to each Service shall not extend the term of such Service to a date beyond the Applicable End Date, (ii) the Service Provider will not be in breach of its obligations under this Section 5.02 if it is unable to comply with a Service Extension request through the use of commercially reasonable efforts, including where a Consent that is required in order for the Service Provider to continue to provide the applicable Service during the requested Service Extension cannot be obtained by the Service Provider through the use of commercially reasonable efforts, (iii) the Service Provider shall not be required to contribute capital, pay or grant any consideration or concession in any form (including by providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make any Consent that is required in order for the Service Provider to continue to provide the applicable Service during the requested Service Extension (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Service Recipient, as promptly as reasonably practicable) and (iv) each Service Extension is permissible under applicable Law. With respect to Schedule A or Schedule B, as applicable, the Cost of Services specified for such Service in Schedule A or Schedule B, as applicable, shall be amended to include (i) for the period from the Applicable Termination Date until the date that is three (3) months following the Applicable Termination Date, an incremental surcharge of 25% and (ii) for the period from the date that is three (3) months from the Applicable Termination Date to the date that is six (6) months from the Applicable Termination Date, an incremental surcharge of an additional 25% above such prior incremental surcharge; provided, that, in no event shall a Service Extension exceed the date that is six (6) months from the Applicable Termination Date; provided, further, that notwithstanding anything to the contrary contained herein, in no event shall the term of any such Service exceed the Applicable End Date. The Parties shall amend the terms of Schedule A or Schedule B, as applicable, to reflect the new Service term and Cost of Services within five (5) business days following the Service Provider’s agreement to a Service Extension, subject to the conditions set forth in this Section 5.02. Each such amended Schedule A or Schedule B, as applicable, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement.

Section 5.03    Termination.

(a)    This Agreement may be terminated:

(i)    by either Medtronic or SplitCo at any time upon written notice to the other Party (which notice shall specify the basis for such claim for breach of this Agreement), if the other Party materially breaches this Agreement (and the period for resolution of the Dispute relating to such breach set forth in Section 8.01 has expired), effective upon not less than thirty (30)-days’ written notice of termination to the breaching Party, if the breaching Party does not cure such default within thirty (30) days after receiving written notice thereof from the non-breaching Party; or

(ii) except as otherwise provided by Law, by either Medtronic or SplitCo at any time upon written notice to the other Party, if (i) the other Party is adjudicated as bankrupt, (ii) any insolvency, bankruptcy or reorganization proceeding is commenced by the other Party under any insolvency, bankruptcy or reorganization act, (iii) any action is taken by others against the other Party under any insolvency, bankruptcy or reorganization act and such Party fails to have such proceeding stayed or vacated within ninety (90) days or (iv) if the other Party makes an assignment for the benefit of creditors, or a receiver is appointed for the other Party which is not discharged within thirty (30) days after the appointment of the receiver.

(b)    Notwithstanding anything to the contrary herein, this Agreement shall terminate on the date that is twenty-four (24) months following the Separation Date.

Section 5.04    Partial Termination.

(a)    Except as otherwise provided in this Agreement or Schedule A or Schedule B, a Service Recipient shall be entitled to terminate one (1) or more Services in their entirety being provided by any Service Provider for any reason or no reason at all, by providing at least (i) ninety (90) days’ prior written notice of its intent to terminate, if such notice does not include a request for the Service Provider’s good faith estimate of the Termination Charges, or (ii) one hundred and twenty (120) days’ prior written notice of its intent to terminate, if such notice includes a request for the Service Provider’s good faith estimate of the Termination Charges (as defined in Section 5.05(d)) that would be incurred in connection with such termination (the “Termination Estimate Request Notice”). If applicable, the Service Provider shall respond with a good faith estimate of the Termination Charges (the “Partial Termination Estimate”) within fifteen (15) days of receipt of the Termination Estimate Request Notice. If a Termination Estimate Request Notice is delivered, following receipt of the Service Provider’s estimate, a Service Recipient may elect to proceed with its decision to terminate by providing no less than ninety (90) days’ prior written notice to the Service Provider. In connection with any termination pursuant to this Section 5.04(a), the Service Recipient shall be responsible for all Termination Charges actually incurred by the Service Provider as a result of such early termination; provided, that, with respect to any termination pursuant to clause (ii) above, the Service Provider’s Partial Termination Estimate was provided in good faith. For the avoidance of doubt, a Service Recipient may only terminate a Service pursuant to this Section 5.04(a) if it simultaneously terminates all Related Services; provided further that no Service may be terminated in part.

(b)    In the event that a Service Provider reduces or suspends the provision of any Service due to a Force Majeure Event and such reduction or suspension continues for fifteen (15) days, the Service Recipient may immediately terminate such Service, upon written notice and without any obligations therefor, including any Cost of Services in respect thereof; provided, however, that Service Recipient shall remain obligated to Service Provider for any Cost of Services actually incurred by Service Provider prior to such termination.

Section 5.05    Effect of Termination.

(a) Each Party agrees and acknowledges that the obligations of each Party to provide the Services, or to cause the Services to be provided, hereunder shall immediately cease upon (i) the termination of any (or all) such Service(s) at the Applicable Termination Date applicable to each such Service (or, subject to the terms of Section 5.02, the expiration of any Service Extension applicable to such Service), (ii) termination of (A) this Agreement or (B) any particular Service, in each case in accordance with Section 5.04, or (iii) upon termination of the Agreement or any Service by mutual consent of the Parties. Upon cessation of the Service Provider’s obligation to provide any Service, the Service Recipient shall stop using, directly or indirectly, such Service.

(b)    Upon the request of the Service Recipient after the termination of a Service with respect to which the Service Provider holds books, records or files, including current and archived copies of computer files, (i) owned solely by the Service Recipient or its Affiliates and used by the Service Provider in connection with the provision of a Service pursuant to this Agreement or (ii) created by the Service Provider and in the Service Provider’s possession as a function of and relating solely to the provision of Services pursuant to this Agreement, such books, records and files shall either be returned to the Service Recipient or destroyed by the Service Provider, with certification of such destruction provided to the Service Recipient, other than, in each case, such books, records and files electronically preserved or recorded within any computerized data storage device or component (including any hard-drive or database) pursuant to automatic or routine backup procedures generally accessible only by legal, IT or compliance personnel, which such books, records and files will not be used by the Service Provider for any other purpose. The Service Recipient shall bear the Service Provider’s reasonable, necessary and actual out-of-pocket costs and expenses associated with the return or destruction of such books, records or files. At its expense, the Service Provider may make one copy of such books, records or files solely for its legal files, subject to such Party’s obligations under Section 9.05.

(c)    In the event that any Service is terminated other than at the end of a month, and the Cost of Service associated with such Service is determined on a monthly basis, the Service Provider shall bill the Service Recipient for the entire month in which such Service is terminated. The Parties acknowledge that there may be interdependencies among the Services being provided under this Agreement that may not be identified on Schedule A, Schedule B or Schedule C, as applicable, and agree that, if the Service Provider’s ability to provide a particular Service in accordance with this Agreement is materially and adversely affected by the termination of another Service in accordance with Section 5.04, then the Parties shall negotiate in good faith to amend the Schedule A or Schedule B, as applicable, relating to such affected continuing Service.

(d) In the event of a termination under Section 5.04, the Service Recipient shall pay to the Service Provider any out-of-pocket breakage or termination fees, and other termination costs actually paid or payable by the Service Provider to third parties, solely as a result of the early termination of such Service, with respect to any resources or pursuant to any other third-party agreements that were used by the Service Provider to provide such Service (or an equitably allocated portion thereof, in the case of any such equipment, resources or agreements that also were used for purposes other than providing Services) (“Termination Charges”). For the avoidance of doubt, the Service Recipient’s obligation to pay Termination Charges shall apply to the actual costs incurred or payable by the Service Provider and shall not be based upon any estimate provided by the Service Provider pursuant to Section 5.04. The Service Provider will provide to the Service Recipient an invoice for the Termination Charges, within thirty (30) days following the date of any termination of a Service under Section 5.04 and will provide reasonable documentary evidence to substantiate such Termination Charges.

(e)    In the event of any termination of this Agreement in its entirety or with respect to any Service, each Party, Service Provider and Service Recipient shall remain liable for all of their respective obligations that accrued hereunder prior to the date of such termination, including all obligations of each Service Recipient to pay any Cost of Service due to any Service Provider hereunder.

(f)    The following matters shall survive the termination of this Agreement, including the rights and obligations of each Party thereunder, in addition to any claim for breach arising prior to termination: Article I, Section 3.02(b), Article IV, Article VI (including liability in respect of any indemnifiable Liabilities under this Agreement arising or occurring on or prior to the date of termination), this Section 5.05, Article VIII, Article IX and all confidentiality obligations under this Agreement.

Section 6.01    Indemnification by SplitCo.

(a)    SplitCo, on behalf of each member of its Group in its capacity as a Service Recipient, shall indemnify, defend and hold harmless Medtronic and the other Medtronic Indemnitees from and against any and all third party Liabilities incurred by such Medtronic Indemnitee and arising out of, in connection with or by reason of any Services provided by any member of the Medtronic Group hereunder, except to the extent such Liabilities arise out of a Medtronic Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services or (iii) gross negligence or willful misconduct in providing the Services.

(b)    SplitCo, on behalf of each member of its Group in its capacity as a Service Provider, shall indemnify, defend and hold harmless Medtronic and the other Medtronic Indemnitees from and against any and all third party Liabilities incurred by such Medtronic Indemnitee and arising out of, in connection with or by reason of any Services provided by any member of the SplitCo Group hereunder, which Liabilities result from a SplitCo Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services or (iii) gross negligence or willful misconduct in providing the Services.

Section 6.02    Indemnification by Medtronic.

(a) Medtronic, in its capacity as a Service Recipient and on behalf of each member of its Group in its capacity as a Service Recipient, shall indemnify, defend and hold harmless SplitCo and the other SplitCo Indemnitees from and against any and all third party Liabilities incurred by such SplitCo Indemnitee and arising out of, in connection with or by reason of any Services provided by any member of the SplitCo Group hereunder, except to the extent such Liabilities arise out of a SplitCo Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services or (iii) gross negligence or willful misconduct in providing the Services.

(b)    Medtronic, in its capacity as a Service Provider and on behalf of each member of its Group in its capacity as a Service Provider, shall indemnify, defend and hold harmless SplitCo and the other SplitCo Indemnitees from and against any and all third party Liabilities incurred by such SplitCo Indemnitee and arising out of, in connection with or by reason any Services provided by any member of the Medtronic Group hereunder, which Liabilities result from a Medtronic Group member’s (i) breach of this Agreement, (ii) violation of Laws in providing the Services or (iii) gross negligence or willful misconduct in providing the Services.

Section 6.03    Indemnification Procedures. The provisions of Section 6.05 of the Separation Agreement shall govern claims for indemnification under this Agreement, provided that, for purposes of this Section 6.03, in the event of any conflict between the provisions of Section 6.05 of the Separation Agreement and this Article VI, the provisions of this Agreement shall control.

Section 6.04    Exclusion of Other Remedies. Without limiting the rights under Section 9.09, the provisions of Sections 6.01 and 6.02 shall, to the maximum extent permitted by applicable Law, be the sole and exclusive remedies of the Medtronic Group and the SplitCo Group, as applicable, for any Liability, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement.

Section 6.05    Other Indemnification Obligations Unaffected. For avoidance of doubt, this Article VI applies solely to the specific matters and activities covered by this Agreement (and not to matters specifically covered by the Separation Agreement or the other Ancillary Agreements).

Section 6.06    Limitation on Liability.

(a)    No Service Provider, in its capacity as such, nor any member of its Group acting in the capacity of a Service Provider, nor any Indemnitee thereof, shall be liable (whether such liability is direct or indirect, in contract or tort or otherwise) to the other Party (or any of such other Party’s Indemnitees) for any Liabilities arising out of, related to or in connection with the Services or this Agreement, except to the extent that such Liabilities arise out of such Service Provider’s (or a member of its Group’s) (i) breach of this Agreement, (ii) violation of Laws in providing the Services or (iii) gross negligence or willful misconduct in providing the Services.

(b) IN NO EVENT SHALL ANY SERVICE PROVIDER, IN ITS CAPACITY AS SUCH, NOR ANY MEMBER OF ITS GROUP ACTING IN THE CAPACITY OF A SERVICE PROVIDER, NOR ANY INDEMNITEE THEREOF, BE LIABLE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE TO THE SERVICE RECIPIENT (OR ANY OF ITS INDEMNITEES) FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS) AS A RESULT OF ANY BREACH, PERFORMANCE OR NON-PERFORMANCE BY SUCH SERVICE PROVIDER UNDER THIS AGREEMENT, EXCEPT AS MAY BE PAYABLE TO A CLAIMANT IN A THIRD-PARTY CLAIM.

(c)    EACH GROUP’S TOTAL LIABILITY, IN ITS CAPACITY AS A SERVICE PROVIDER, TO THE OTHER GROUP ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT FOR ALL CLAIMS SHALL NOT EXCEED IN THE AGGREGATE AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID TO SUCH SERVICE PROVIDER FOR ALL SERVICES PROVIDED BY IT UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING SUCH CLAIM (THE “CAP”); PROVIDED, THAT (I) IF A CLAIM IS MADE PRIOR TO THE TWELVE (12) MONTH ANNIVERSARY OF THE EFFECTIVE DATE, THE CAP SHALL BE THE TOTAL AMOUNT PAID FOR ALL SERVICES FROM THE EFFECTIVE DATE THROUGH THE DATE SUCH CLAIM IS MADE, AND (II) SUCH SERVICE PROVIDER’S LIABILITY UNDER THE CAP SHALL BE REDUCED BY THE AGGREGATE AMOUNT OF ANY DAMAGES PREVIOUSLY PAID BY SUCH SERVICE PROVIDER IN RESPECT OF ANY PRIOR CLAIMS MADE DURING THE APPLICABLE TWELVE (12) MONTH PERIOD (OR, IF APPLICABLE, THE PERIOD FROM THE EFFECTIVE DATE THROUGH THE DATE OF THE SUBSEQUENT CLAIM).

Section 7.01    Further Assurances. Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 8.01    General. Except as expressly provided in this Article VIII, the Parties shall resolve all disputes arising out of, related to or in connection with this Agreement (each, a “Dispute”) in accordance with the following procedures set forth in this Article VIII (including, for the avoidance of doubt, any Dispute relating to payments with respect to the Services).

Section 8.02    Functional Leads; Transition Committee. All Disputes will be first considered in person, by teleconference or by video conference by the Service Coordinators within five (5) business days after receipt of notice from either Party specifying the nature of the Dispute (a “Dispute Notice”). The Service Coordinators shall coordinate in good faith to resolve any such Dispute. If the Service Coordinators are unable to resolve any such dispute within twenty (20) business days, then such Disputes will be considered in person, by teleconference or by video conference by the Functional Leads within five (5) business days after the escalation thereof. The Functional Leads shall enter into negotiations aimed at resolving any such Dispute (the “Functional Lead Negotiations”). If the Functional Leads are unable to reach a resolution with respect to the Dispute within ten (10) business days after receipt by the Functional Leads of a Dispute Notice, the Dispute shall be referred to the Transition Committee comprised of specified transition leaders from Medtronic and SplitCo. On or as promptly as practicable following the Effective Date, each Party shall provide the other Party with the name and relevant contact information for its respective initial Transition Committee members, and either Party may replace its Transition Committee members at any time with other persons of similar seniority by providing written notice in accordance with Section 9.12. The Transition Committee will meet (by telephone or in person) during the next ten (10) business days following the referral to the Transition Committee and attempt to resolve the Dispute (the “Transition Committee Negotiations”). In the event that the Transition Committee is unable to reach a resolution with respect to the Dispute within ten (10) business days following the referral of the Dispute to the Transition Committee, then the Dispute shall be referred to a senior executive of each Party in accordance with Section 8.03 and the Parties shall retain all rights with respect to remedies hereunder. For the avoidance of doubt, the negotiations and any resolutions related to Disputes under this Section 8.02 shall not modify the terms of this Agreement or otherwise modify or waive any of the Parties’ rights or obligations hereunder or with respect to any future Disputes. Notwithstanding the foregoing, the Parties may mutually agree in writing to waive the Functional Lead Negotiations and proceed directly to the Transition Committee Negotiations pursuant to this Section 8.02.

Section 8.03    Vice President Referral. If, with respect to any Dispute, no resolution is reached in accordance with Section 8.02, then a senior employee who holds, at a minimum, the title of Vice President, and has authority to settle such a Dispute on behalf of each Party shall, in good faith, attempt to resolve any such Dispute within the thirty (30) days following the referral of the Dispute to such persons (the “Vice President Resolutions”). If, with respect to any Dispute, no resolution is reached in accordance with the procedures contained in Section 8.02 and this Section 8.03, then the Parties may seek to resolve such Dispute in accordance with Section 9.07, Section 9.08 and Section 9.09. Notwithstanding the foregoing, the Parties may mutually agree in writing (x) to waive any or all of the Functional Lead Negotiations, the Transition Committee Negotiations or the Vice President Resolutions or (y) to proceed directly to resolve such Dispute in accordance with Section 9.07, Section 9.08 and Section 9.09.

Section 8.04 Court-Ordered Interim Relief. In accordance with this Section 8.04 and Section 9.08, at any time after giving a Dispute Notice, each Party shall be entitled to interim measures of protection if duly granted by a court of competent jurisdiction: (a) to preserve the status quo pending resolution of the Dispute; (b) to prevent the destruction or loss of documents and other information or things relating to the Dispute; or (c) to prevent the transfer, disposition or hiding of assets.

Any such interim measure (or a request therefor to a court of competent jurisdiction) shall not be deemed incompatible with the provisions of Section 9.07 and Section 9.08. Until such Dispute is resolved in accordance with this Article VIII or final judgment is rendered in accordance with Section 9.07 and Section 9.08, each Party agrees that such Party shall continue to perform its obligations under this Agreement and that such obligations shall not be subject to any defense or set-off, counterclaim, recoupment or termination.

Section 9.01    Title to Equipment; Title to Data.

(a)    Except as otherwise expressly provided herein, each of SplitCo and Medtronic acknowledges that all procedures, methods, systems, strategies, tools, equipment, facilities and other resources used by any Service Provider in connection with the provision of Services shall remain the property of such Service Provider and shall at all times be under the sole direction and control of such Service Provider.

(b)    Each of SplitCo and Medtronic acknowledges that it will acquire no right, title or interest (including any license rights or rights of use) in any firmware or software, or the licenses therefor that are owned by the other Party or its Affiliates, Subsidiaries or divisions, by reason of the provision of the Services hereunder, except as expressly provided in Section 3.03.

Section 9.02    Force Majeure. In case performance of any terms or provisions hereof shall be delayed or prevented, in whole or in part, because of or related to compliance with any Law or requirement of any national securities exchange, or because of riot, war, public disturbance, strike, labor dispute, fire, explosion, storm, flood, earthquake, pandemic, shortage of necessary equipment, materials or labor, or restrictions thereon or limitations upon the use thereof, delays in transportation, act of God or act of terrorism, in each case, that is not within the control of the Party whose performance is interfered with and which, by the exercise of reasonable diligence, such Party is unable to prevent, or for any other reason which is not within the control of such Party whose performance is interfered with and which, by the exercise of reasonable diligence, such Party is unable to prevent (each, a “Force Majeure Event”), then, upon prompt written notice stating the date and extent of such interference and the cause thereof by such Party to the other Party, such Party shall be excused from its obligations hereunder during the period such Force Majeure Event or its effects continue, and no liability shall attach against either Party on account thereof; provided, however, that the Party whose performance is interfered with promptly resumes the required performance upon the cessation of the Force Majeure Event or its effects. No Party shall be excused from performance if such Party fails to use commercially reasonable efforts to remedy the situation and remove the cause and effects of the Force Majeure Event.

Section 9.03    Separation Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

Section 9.04    Relationship of Parties. Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating a relationship of principal and agent, partnership or joint venture between the Parties, between Service Providers and Service Recipients or with any individual providing Services, it being understood and agreed that no provision contained herein, and no act of any Party or members of their respective Groups, shall be deemed to create any relationship between the Parties or members of their respective Groups other than the relationship set forth herein. Each Party and each Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates.

Section 9.05    Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or members of its Group may be exposed to employees and agents of the other Party or its Group who have a need to know such confidential Information as a result of, or in connection with, the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Affiliates, that such Party’s obligation (and the obligation of members of its Group) to use and keep confidential such Information of the other Party or its Group shall be governed by Section 7.09 of the Separation Agreement.

Section 9.06    Counterparts; Entire Agreement.

(a)    This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.

(b)    This Agreement, the Separation Agreement, the other Ancillary Agreements and the Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein. Nothing contained in this Agreement is intended or shall be construed to amend or modify in any respect, or constitute a waiver of, any of the rights and obligations of the parties under the Separation Agreement.

Section 9.07 Governing Law; Jurisdiction. Any disputes arising out of, related to or in connection with this Agreement, including, without limitation, to its execution, performance, or enforcement, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof.

Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Court of Chancery of the State of Delaware or, if (and only if) the Court of Chancery of the State of Delaware finds it lacks subject matter jurisdiction, the federal court of the United States sitting in Delaware or, if (and only if) the federal court of the United States sitting in Delaware finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware, and appellate courts thereof, over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby. Each Party agrees that a final, unappealable judgment or order in any legal proceeding resolved in accordance with Article VIII, this Section 9.07, Section 9.08, and Section 9.09 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Section 9.08    WAIVER OF JURY TRIAL. EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE PARTIES CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH OF THE PARTIES UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH OF THE PARTIES MAKES THIS WAIVER VOLUNTARILY AND (D) EACH OF THE PARTIES HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.08.

Section 9.09    Specific Performance. Subject to Article VIII, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.

Section 9.10 Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

Notwithstanding the foregoing, Medtronic may assign this Agreement (or any provision thereof) (i) to any Affiliate of Medtronic or (ii) pursuant to any Medtronic Change of Control; provided, however, that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party; provided, further, that upon the effective time of the SplitCo Merger, SplitCo Parent shall, automatically and without any action from any other Person (including the requirements described in the immediately foregoing proviso), succeed to all of SplitCo’s rights and obligations under this Agreement and shall expressly assume and agree to perform, discharge, and be bound by all of SplitCo’s obligations, covenants, and liabilities under this Agreement and all Ancillary Agreements to which the Initial SplitCo Party is a party as of the effective time of the SplitCo Merger. Nothing in this Section 9.10 shall affect or impair a Service Provider’s ability to delegate any or all of its obligations under this Agreement to one or more Affiliates or Sub-Contractors pursuant to Section 2.01(f).

Section 9.11    Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any Medtronic Indemnitee or SplitCo Indemnitee in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 9.12    Notices. All notices or other communications under this Agreement shall be in writing and shall be provided in the manner set forth in the Separation Agreement.

Section 9.13    Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

Section 9.14    Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.15 Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power.

Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

Section 9.16    Amendments. No provisions of this Agreement shall be deemed amended, supplemented or modified by any Party, unless such amendment, supplement or modification is in writing and signed by an authorized representative of each Party, and no waiver of any provisions of this Agreement shall be effective unless in writing and signed by an authorized representative of the Party sought to be bound by such waiver.

Section 9.17    Interpretation. The rules of interpretation set forth in Section 11.16 of the Separation Agreement are incorporated by reference into this Agreement, mutatis mutandis.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.