AMENDMENT NO. 1 TO THE SEPARATION AND DISTRIBUTION AGREEMENT
This Amendment No. 1 (this Amendment) to the Separation and Distribution Agreement, dated as of December 15, 2019 (the Agreement), is made as of January 22, 2021 by and among DuPont de Nemours, Inc., a Delaware corporation (Remainco), Nutrition & Biosciences, Inc., a Delaware corporation and wholly owned Subsidiary of Remainco (Spinco), International Flavors & Fragrances Inc., a New York corporation (RMT Partner) and Neptune Merger Sub II LLC, a Delaware limited liability company and wholly owned Subsidiary of RMT Partner (Merger Sub II). Capitalized terms used in this Amendment but not defined herein shall have the meanings given to them in the Agreement.
WHEREAS, Remainco, Spinco and RMT Partner entered into the Agreement on December 15, 2019;
WHEREAS, in accordance with the terms and conditions of the Agreement, Remainco, Spinco and RMT Partner now desire to amend the Agreement in the manner set forth in this Amendment; and
WHEREAS, in connection with the potential merger of Spinco and Merger Sub II, Remainco, Spinco and RMT Partner desire to join Merger Sub II as a party to the Agreement, and Merger Sub II desires to become a party to the Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged by each of the parties hereto, Remainco, Spinco, RMT Partner and Merger Sub II agree as follows:
Section 1.1 Payment to Remainco for Cash and Cash Equivalents held by Spinco and the Members of the Spinco Group Immediately Prior to the Spinco Distribution; Spinco Cash; Spinco Indebtedness.
(a) The definition of Ancillary Agreements in the Agreement is hereby deleted in its entirety and replaced with:
Ancillary Agreements shall mean the Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property Cross-License Agreement, the Trademark Cross-License Agreement, the Biomaterials Cross-License Agreement, the Regulatory Cross-License Agreement, the Umbrella Secrecy Agreement, the Regulatory Transfer and Support Agreement, TMODS License Agreement, Transition Services Agreement, Supply Agreement, Space Leases and the agreements set forth on Schedule 1.1(9) and any other agreements to be entered into by and between any member of the Spinco Group and any member of the Remainco Group, at, prior to or after the Spinco Distribution in connection with the Spinco Distribution and the other transactions contemplated by