Amendment to the Transition Manufacturing Agreement, dated as of December 26, 2024, by and between Johnson & Johnson and Kenvue Inc

WHEREAS,    the    Parties    previously    entered    into    that    certain TRANSITION MANUFACTURINGAGREEMENT (the “Agreement”), dated as of May 3, 2023.

WHEREAS, Section 15.03 of the Agreement provides that it may be amended by the mutual agreement of the Parties in writing executed by authorized officers thereof.

WHEREAS, the Parties desire to amend the Agreement as set forth in this First Amendment.

1.    Amendment to Section 4.01(b) of the Agreement. Effective as of December 30, 2024, Section 4.01(b) of the Agreement is hereby deleted in its entirety and replaced with the following:

Rolling Forecasts. Notwithstanding the prior delivery of any Non-Binding Annual Forecast, by the first day of each calendar month during the Manufacturing Term, Kenvue will submit to J&J a forecast of Kenvue’s anticipated demand of each Product for the next eighteen (18) consecutive calendar months commencing with the calendar month in which such forecast is delivered and long-term projected volumes for the nineteenth (19th) through thirty-sixth (36th) calendar months based on Kenvue’s most recently provided projections of its long-term demand for Products (each, a “Rolling Forecast”, and any Non-Binding Annual Forecast or Rolling Forecast, a “Forecast”). Each Rolling Forecast shall be broken down monthly, on a Product-by-Product basis and by SKUs, and shall be in amounts equal to or greater than the applicable Minimum Order Quantity for each Product. J&J shall confirm acceptance, reject or otherwise respond to each Rolling Forecast within fourteen (14) calendar days of submission and, upon acceptance thereof, such Rolling Forecast shall supersede all previously accepted Rolling Forecasts. In the event that a Rolling Forecast is rejected by J&J, in whole or in part, J&J shall specify in reasonable detail the basis for and scope of such rejection (including the SKUs subject to such rejection) and, solely to the extent any Rolling Forecast is rejected, the most recently accepted Rolling Forecast shall continue to apply with respect to the SKUs subject to such rejection. The forecasted demand for each API for the first twelve (12) calendar months of an accepted Rolling Forecast will be binding (to the extent not already binding pursuant to a previous Rolling Forecast). The forecasted demand for each other Product for the first three (3) calendar months of an accepted Rolling Forecast will be binding (to

the extent not already binding pursuant to a previous Rolling Forecast) and, with respect to the subsequent nine (9) calendar months of an accepted Rolling Forecast, (i) subject to clause (iii) of this sentence, increases or decreases to the quantity of any Product forecasted for any such calendar month of up to 10% shall be permitted, (ii) in the event of any proposed increases to the quantity of any Product forecasted for any such calendar month in excess of 10%, the Parties shall mutually agree upon any such increases in Supply Reviews, taking into account available capacity at the applicable Facilities and availability of Raw Materials and APIs, and (iii) in the event of any proposed decreases to the quantity of any Product forecasted for any such calendar month (x) in excess of 10% or (y) below any other limitation on forecasted quantity for such Product set forth on Schedule B, the Parties shall mutually agree upon any such decreases in Supply Reviews.

2.    Amendment to Section 15.03 of theAgreement. Section 15.03 of theAgreement is hereby deleted in its entirety and replaced with the following:

Amendments and Waivers. Subject to Section 14.01, thisAgreement may only be amended by the mutual agreement of the Parties in writing executed by authorized officers thereof; provided that mutually agreed changes to schedules in this Agreement may be updated by the Parties through a change request process.

4.    Product Adjustments. The obligations and other terms set forth on Exhibit B shall apply to the Parties with respect to the Products set forth therein.

5.    Effectiveness. Except as otherwise expressly set forth herein, this FirstAmendment shall be effective as of the date hereof.

6.    Other References. All references in the Agreement and all the other documents related thereto to the term “Agreement” shall mean theAgreement as defined therein together with this First Amendment. Capitalized terms not otherwise defined herein shall have the same meanings set forth in theAgreement.

7.    No Novation or Waiver. Nothing contained herein and no actions taken pursuant to the terms hereof are intended to constitute a novation of theAgreement. Nothing contained herein shall constitute a release, termination, or waiver of any rights or remedies granted to either Party in theAgreement except as set forth in this FirstAmendment. Nothing contained herein constitutes an agreement or obligation by either Party to enter into any further amendments to theAgreement except this FirstAmendment.

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11.    Counterparts. This FirstAmendment may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which shall be deemed to constitute the same First Amendment. An executed signature page of this First Amendment (including by facsimile or PDF format signature) delivered by electronic transmission (with transmission confirmed) or in PDF format via email shall be as effective as an original executed signature page.

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IN WITNESS WHEREOF, the Parties have each duly executed this First Amendment as the date first above written.

 

A.Amended Schedule I: Transition Timeline & Termination Costs

B.Product Adjustment