EX-10.1





 Exhibit 10.1


 





FORM OF 

TRANSITION SERVICES AGREEMENT




dated as of [•]




between




CARDINAL HEALTH, INC.




and




CAREFUSION CORPORATION




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01. Certain Defined Terms
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II SERVICES, DURATION AND SERVICES MANAGERS
	 	 	3	 
	 
	 	 	 	 
	Section 2.01. Services
	 	 	3	 
	 
	 	 	 	 
	Section 2.02. Duration of Services
	 	 	4	 
	 
	 	 	 	 
	Section 2.03. Additional Unspecified Services
	 	 	4	 
	 
	Section 2.04. New Services
	 	 	5	 
	 
	 	 	 	 
	Section 2.05. Transition Services Managers
	 	 	5	 
	 
	Section 2.06. Personnel
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III CARDINAL MATERIALS
	 	 	7	 
	 
	 	 	 	 
	Section 3.01. Corporate Policies
	 	 	7	 
	 
	 	 	 	 
	Section 3.02. Limitation on Rights and Obligations with Respect to the Cardinal
Health Materials
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV OTHER ARRANGEMENTS
	 	 	8	 
	 
	 	 	 	 
	Section 4.01. Software and Software Licenses
	 	 	8	 
	 
	 	 	 	 
	ARTICLE V ADDITIONAL AGREEMENTS
	 	 	9	 
	 
	 	 	 	 
	Section 5.01. Cardinal Health Computer-Based and Other Resources
	 	 	9	 
	 
	 	 	 	 
	Section 5.02. Co-location and Facilities Matters
	 	 	10	 
	 
	 	 	 	 
	Section 5.03. Access
	 	 	12	 
	 
	 	 	 	 
	Section 5.04. Cooperation
	 	 	12	 
	 
	 	 	 	 
	ARTICLE VI COSTS AND DISBURSEMENTS
	 	 	12	 
	 
	 	 	 	 
	Section 6.01. Costs and Disbursements
	 	 	12	 
	 
	 	 	 	 
	Section 6.02. Taxes
	 	 	13	 
	 
	 	 	 	 
	Section 6.03. No Right to Set-Off
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VII STANDARD FOR SERVICE
	 	 	14	 
	 
	 	 	 	 
	Section 7.01. Standard for Service
	 	 	14	 
	 
	 	 	 	 
	Section 7.02. Disclaimer of Warranties
	 	 	14	 
	 
	 	 	 	 
	Section 7.03. Compliance with Laws and Regulations
	 	 	15	 
	 
	 	 	 	 
	ARTICLE VIII LIMITED LIABILITY AND INDEMNIFICATION
	 	 	15	 
	 
	 	 	 	 
	Section 8.01. Consequential and Other Damages
	 	 	15	 
	 
	 	 	 	 
	Section 8.02. Limitation of Liability
	 	 	15	 
	 
	 	 	 	 
	Section 8.03. Obligation To Reperform; Liabilities
	 	 	15	 






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	 	 	Page	 
	Section 8.04. Release and Recipient Indemnity
	 	 	16	 
	 
	 	 	 	 
	Section 8.05. Provider Indemnity
	 	 	16	 
	 
	 	 	 	 
	Section 8.06. Indemnification Procedures
	 	 	16	 
	 
	 	 	 	 
	Section 8.07. Liability for Payment Obligations
	 	 	16	 
	 
	 	 	 	 
	Section 8.08. Exclusion of Other Remedies
	 	 	16	 
	 
	 	 	 	 
	ARTICLE IX DISPUTE RESOLUTION
	 	 	16	 
	 
	 	 	 	 
	Section 9.01. Dispute Resolution.
	 	 	16	 
	 
	 	 	 	 
	ARTICLE X TERM AND TERMINATION
	 	 	17	 
	 
	 	 	 	 
	Section 10.01. Term and Termination
	 	 	17	 
	 
	 	 	 	 
	Section 10.02. Effect of Termination
	 	 	18	 
	 
	 	 	 	 
	Section 10.03. Force Majeure
	 	 	19	 
	 
	 	 	 	 
	ARTICLE XI GENERAL PROVISIONS
	 	 	19	 
	 
	 	 	 	 
	Section 11.01. No Agency
	 	 	19	 
	 
	 	 	 	 
	Section 11.02. Subcontractors
	 	 	20	 
	 
	 	 	 	 
	Section 11.03. Treatment of Confidential Information
	 	 	20	 
	 
	 	 	 	 
	Section 11.04. Further Assurances
	 	 	21	 
	 
	 	 	 	 
	Section 11.05. Notices
	 	 	21	 
	 
	 	 	 	 
	Section 11.06. Severability
	 	 	22	 
	 
	 	 	 	 
	Section 11.07. Entire Agreement
	 	 	22	 
	 
	 	 	 	 
	Section 11.08. No Third-Party Beneficiaries
	 	 	22	 
	 
	 	 	 	 
	Section 11.09. Governing Law
	 	 	22	 
	 
	 	 	 	 
	Section 11.10. Amendment
	 	 	23	 
	 
	 	 	 	 
	Section 11.11. Rules of Construction
	 	 	23	 
	 
	 	 	 	 
	Section 11.12. Counterparts
	 	 	23	 
	 
	 	 	 	 
	Section 11.13. Assignability
	 	 	23	 
	 
	 	 	 	 
	Section 11.14. Waiver of Jury Trial
	 	 	24	 
	 
	 	 	 	 
	Section 11.15. Non-Recourse
	 	 	25	 
	 
	 	 	 	 
	SCHEDULE A            Cardinal Health Services
	 	 	 	 
	SCHEDULE B            Cardinal Health Facilities
	 	 	 	 
	SCHEDULE C            CareFusion Services
	 	 	 	 
	SCHEDULE D            CareFusion Facilities
	 	 	 	 






ii









 






	 	 	 	 	 
	 	 		 
	ANNEX A            Cardinal Health Materials
	 	 	 	 
	ANNEX B            Software Fee Arrangement
	 	 	 	 
	ANNEX C            Calculation of Service Charges
	 	 	 	 
	ANNEX D            Service-Related Third Party Contracts
	 	 	 	 
	ANNEX E            Compliance Requirements for CareFusion Services
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT I            Competitors
	 	 	 	 
	EXHIBIT II          Services Managers
	 	 	 	 






iii









 






     This Transition Services Agreement, dated as of [•] (this “Agreement”), is made
between Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), and CareFusion
Corporation, a Delaware corporation (“CareFusion”).



RECITALS




     WHEREAS, Cardinal Health and CareFusion entered into the Separation Agreement, dated as of [•]
(as amended, modified or supplemented from time to time in accordance with its terms, the
“Separation Agreement”).



     WHEREAS, pursuant to the Separation Agreement, the Parties (as defined below) agreed that (a)
Cardinal Health shall provide or cause to be provided to CareFusion (and/or its Affiliates on the
date of this Agreement immediately after giving effect to the Distribution (as defined in the
Separation Agreement), collectively referred to as the “CareFusion Entities”) certain
services, use of facilities and other assistance on a transitional basis and in accordance with the
terms and subject to the conditions set forth in this Agreement and (b) CareFusion shall provide or
cause to be provided to Cardinal Health (and/or its Affiliates on the date of this Agreement
immediately after giving effect to the Distribution, collectively referred to as the “Cardinal
Health Entities”) certain services, use of facilities and other assistance on a transitional
basis and in accordance with the terms and subject to the conditions set forth in this Agreement;
and



     WHEREAS, the Separation Agreement requires execution and delivery of this Agreement by
Cardinal Health and CareFusion on or prior to the Distribution Date (as defined in the Separation
Agreement).



     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained in this
Agreement, the Parties hereby agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.01. Certain Defined Terms. (a) Unless otherwise defined in this Agreement,
all capitalized terms used in this Agreement shall have the same meaning as in the Separation
Agreement.



     (b) The following capitalized terms used in this Agreement shall have the meanings set forth
below:



     “Additional Services” shall have the meaning set forth in Section 2.03(a).



     “Agreement” shall have the meaning set forth in the Preamble.



     “Cardinal Health” shall have the meaning set forth in the Preamble.



     “Cardinal Health Entities” shall have the meaning set forth in the Recitals.



 









 





     “Cardinal Health Facilities” shall have the meaning set forth in Section
5.02(a).



     “Cardinal Health Materials” shall have the meaning set forth in Section
3.01(a).



     “Cardinal Health Services” shall have the meaning set forth in Section 2.01.



     “Cardinal Health Services Manager” shall have the meaning set forth in Section
2.05(a).



     “CareFusion” shall have the meaning set forth in the Preamble.



     “CareFusion Entities” shall have the meaning set forth in the Recitals.



     “CareFusion Facilities” shall have the meaning set forth in Section 5.02(a).



     “CareFusion Services” shall have the meaning set forth in Section 2.01.



     “CareFusion Services Manager” shall have the meaning set forth in Section
2.05(b).



     “Competitor” means any of the Persons listed on Exhibit I, any successors
thereto and any other Person that, directly or indirectly, owns, invests in, manages, operates,
controls or engages in the principal businesses of any Person listed on Exhibit I and has a
market share in such businesses that is similar to, or greater than, the market share of such
Person listed on Exhibit I.



     “Confidential Information” shall have the meaning set forth in Section
11.03(a).



     “Dispute” shall have the meaning set forth in Section 9.01(a).



     “Facilities” shall have the meaning set forth in Section 5.02(b).



     “Force Majeure” means, with respect to a Party, an event beyond the control of such
Party (or any Person acting on its behalf), which by its nature could not have been reasonably
foreseen by such Party (or such Person), or, if it could have been reasonably foreseen, was
unavoidable, and includes acts of God, storms, floods, riots, fires, sabotage, civil commotion or
civil unrest, interference by civil or military authorities, acts of war (declared or undeclared)
or armed hostilities or other national or international calamity or one or more acts of terrorism
or failure of energy sources or distribution facilities. Notwithstanding the foregoing, the
receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if
unforeseen or unavoidable, and such Party’s response thereto shall not be deemed an event of Force
Majeure.



     “Interest Payment” shall have the meaning set forth in Section 6.01(b).



     “New Services” shall have the meaning set forth in Section 2.04(a).



     “Party” means Cardinal Health and CareFusion individually, and “Parties” means
Cardinal Health and CareFusion collectively, and, in each case, their permitted successors and
assigns.



2









 





     “Provider” means the Party or its Subsidiary or Affiliate providing a Service under
this Agreement.



     “Provider Indemnified Party” shall have the meaning set forth in Section 8.04.



     “Recipient” means the Party or its Subsidiary or Affiliate to whom a Service under
this Agreement is being provided.



     “Recipient Indemnified Party” shall have the meaning set forth in Section
8.05.



     “Representative” of a Person means any director, officer, employee, agent, consultant,
accountant, auditor, attorney or other representative of such person.



     “Schedule(s)” shall have the meaning set forth in Section 2.02.



     “Separation Agreement” shall have the meaning set forth in the Preamble.



     “Service Charges” shall have the meaning set forth in Section 6.01(a).



     “Service Extension” shall have the meaning set forth in Section 10.01(d).



     “Service Increases” shall have the meaning set forth in Section 2.03(b).



     “Services” shall have the meaning set forth in Section 2.01.



     “Termination Charges” shall mean, with respect to the early termination of any Service
(i) prior to the expiration of the applicable minimum service period or (ii) without the requisite
early termination notice, in each case, as set forth in the Schedule relating to such Service, a
monthly amount equal to any and all Services Charges payable by the Recipient in connection with
such Service (x) for the remainder of the applicable minimum service period, if any, or (y) if
there is no minimum service period, for the remainder of the term of such Service, in each case, as
set forth on the applicable Schedule and payable on a monthly basis in accordance with Section
6.01(a); provided, that the Provider shall use its commercially reasonable efforts to
reduce any costs, fees or expenses incurred by the Provider or payable to any unaffiliated
third-party provider in connection with the provision of such Service and credit any such
reductions against the Termination Charges payable by the Recipient (for the avoidance of doubt, no
Termination Charges shall be payable by a Recipient with respect to the early termination of a
Service in accordance with Section 10.01(b) and after the minimum service period applicable
to such Service set forth in the applicable Schedule).



ARTICLE II




SERVICES, DURATION AND SERVICES MANAGERS




     Section 2.01. Services. Subject to the terms and conditions of this Agreement, (a)
Cardinal Health shall provide (or cause to be provided) to CareFusion Entities the services and
access to facilities listed on Schedule A and Schedule B to this Agreement (the
“Cardinal Health Services”) and (b) CareFusion shall provide (or cause to be provided) to
the Cardinal



3









 





     Health Entities the services and access to facilities listed on Schedule C and
Schedule D to this Agreement (the “CareFusion Services,” and, collectively with the
Cardinal Health Services, any Additional Services, any Service Increases and any New Services, the
“Services”). All of the Services shall be for the sole use and benefit of the respective
Recipient and its respective Party. For the avoidance of doubt, none of the Services listed on any
Schedule shall require the relevant Provider to provide the legal services of any attorney to the
Recipient in connection with any such Service and the Recipient shall be responsible for obtaining
legal services on its own.



     Section 2.02. Duration of Services. Subject to the terms of this Agreement, each of
Cardinal Health and CareFusion shall provide or cause to be provided to the respective Recipients
each Service until the earlier to occur of, with respect to each such Service, (i) the expiration
of the period of duration for such Service as set forth on Schedule A, Schedule B,
Schedule C or Schedule D (each a “Schedule”, and collectively, the
“Schedules”) or (ii) the date on which such Service is terminated under Section
10.01(b); provided, however, that each Recipient shall use its commercially
reasonable efforts in good faith to transition itself to a stand-alone entity with respect to each
Service during the period for such Service as set forth in the relevant Schedules; and
provided, further, to the extent that a Provider’s ability to provide a Service is
dependent on the continuation of either a Cardinal Health Service or a CareFusion Service (and such
dependence has been made known to the other Party), as the case may be, the Provider’s obligation
to provide such dependent Service shall terminate automatically with the termination of such
supporting Cardinal Health Service or supporting CareFusion Service, as the case may be.



     Section 2.03. Additional Unspecified Services. (a) After the date of this Agreement,
if Cardinal Health or CareFusion (i) identifies a service that (x) the Cardinal Health Entities
provided to the CareFusion Business prior to the Distribution Date that CareFusion reasonably needs
in order for the CareFusion Business to continue to operate in substantially the same manner in
which the CareFusion Business operated prior to the Distribution Date, and such service was not
included on Schedule A or Schedule B (other than because the Parties agreed such
service shall not be provided), or (y) the CareFusion Entities provided to Cardinal Health or its
Affiliates prior to the Distribution Date that Cardinal Health reasonably needs in order for the
Cardinal Health Business to continue to operate in substantially the same manner in which the
Cardinal Health Business operated prior to the Distribution Date, and such service was not included
on Schedule C or Schedule D (other than because the Parties agreed such service
shall not be provided), and (ii) provides written notice to the other party within one hundred
twenty (120) days following the Distribution Date requesting such additional services, then such
other party shall provide such requested additional services (such additional services, the
“Additional Services”). In connection with any request for Additional Services in
accordance with this Section 2.03(a), the Cardinal Health Services Manager and the
CareFusion Services Manager shall in good faith negotiate the terms of a supplemental Schedule,
which terms shall be consistent with the terms of, and the pricing methodology used for, similar
Services provided under this Agreement. The supplemental Schedule shall set forth the applicable
Service Charge and describe in reasonable detail the nature, scope, service period(s), termination
provisions and other terms applicable to such Additional Services. Each supplemental Schedule, as
agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such
agreement and the Additional Services set forth therein shall be deemed “Services” provided under
this Agreement, in each case subject to the terms and conditions of this Agreement.



4









 





     (b) After the date of this Agreement, if (i) (x) a Recipient requests or (y) a Provider
reasonably determines that the Recipient’s business requires, the Provider to increase, relative to
historical levels prior to the Distribution Date, the volume, amount, level or frequency, as
applicable, of any Service provided by such Provider and (ii) such increase is reasonably
determined by the Recipient as necessary for the Recipient to operate its businesses (such
increases, the “Service Increases”), then such Provider shall provide the Service Increases
in accordance with such request; provided, that no Party shall be obligated to provide any
Service Increase if it does not, in its reasonable judgment, have adequate resources to provide
such Service Increase or if the provision of such Service Increase would significantly disrupt the
operation of its businesses. In connection with any request for Service Increases in accordance
with this Section 2.03(b), the Cardinal Health Services Manager and the CareFusion Services
Manager shall in good faith negotiate the terms of an amendment to the applicable Schedule, which
amendment shall be consistent with the terms of, and the pricing methodology used for, the
applicable Service. Each amended Schedule, as agreed to in writing by the Parties, shall be deemed
part of this Agreement as of the date of such agreement and the Service Increases set forth therein
shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the
terms and conditions of this Agreement.



     Section 2.04. New Services. (a) From time to time during the term of this Agreement,
either Party may request the other Party to provide additional or different services which such
other Party is not expressly obligated to provide under this Agreement (the “New
Services”). The Party receiving such request shall consider such request in good faith and
shall use commercially reasonable efforts to provide any such New Services; provided, that
no Party shall be obligated to provide any New Services if it does not, in its reasonable judgment,
have adequate resources to provide such New Services or if the provision of such New Services would
significantly disrupt the operation of its businesses; and, for the avoidance of doubt, neither
Party shall have any obligation to provide New Services if, after negotiations between the Parties
pursuant to Section 2.04(b), the Parties fail to reach an agreement with respect to the
terms (including the Service Charges) applicable to the provision of such New Services.



     (b) In connection with any request for New Services in accordance with Section
2.04(a), the Cardinal Health Services Manager and the CareFusion Services Manager shall in good
faith (i) negotiate the terms of a supplemental Schedule, which supplemental Schedule shall set
forth the applicable Service Charge and describe in reasonable detail the nature, scope, service
period(s), termination provisions and other terms applicable to such New Services, and (ii)
determine any costs and expenses, including any start-up costs and expenses, that would be incurred
by the Provider in connection with the provision of such New Services, which costs and expenses
shall be borne solely by the Recipient. Each supplemental Schedule, as agreed to in writing by the
Parties, shall be deemed part of this Agreement as of the date of such agreement and the New
Services set forth therein shall be deemed “Services” provided under this Agreement, in each case
subject to the terms and conditions of this Agreement.



     Section 2.05. Transition Services Managers. (a) Cardinal Health hereby appoints and
designates the individual holding the Cardinal Health position set forth on Exhibit II to
act as its initial services manager (the “Cardinal Health Services Manager”), who will be
directly responsible for coordinating and managing the delivery of the Cardinal Health Services and
have authority to act on Cardinal Health’s behalf with respect to matters relating to this
Agreement.



5









 





The Cardinal Health Services Manager will work with the personnel of the Cardinal Health
Entities to periodically address issues and matters raised by CareFusion relating to this
Agreement. Notwithstanding the requirements of Section 11.05, all communications from
CareFusion to Cardinal Health pursuant to this Agreement regarding routine matters involving the
Services set forth on the Schedules shall be made through the Cardinal Health Services Manager, or
such other individual as specified by the Cardinal Health Services Manager in writing and delivered
to CareFusion by email or facsimile transmission with receipt confirmed. Cardinal Health shall
notify CareFusion of the appointment of a different Cardinal Health Services Manager, if necessary,
in accordance with Section 11.05.



     (b) CareFusion hereby appoints and designates the individual holding the CareFusion position
set forth on Exhibit II to act as its initial services manager (the “CareFusion
Services Manager”), who will be directly responsible for coordinating and managing the delivery
of CareFusion Services and have authority to act on CareFusion’s behalf with respect to matters
relating to this Agreement. The CareFusion Services Manager will work with the personnel of
CareFusion Entities to periodically address issues and matters raised by Cardinal Health relating
to this Agreement. Notwithstanding the requirements of Section 11.05, all communications
from Cardinal Health to CareFusion pursuant to this Agreement regarding routine matters involving
the Services set forth on the Schedules shall be made through the CareFusion Services Manager or
such other individual as specified by the CareFusion Services Manager in writing and delivered to
Cardinal Health by email or facsimile transmission with receipt confirmed. CareFusion shall notify
Cardinal Health of the appointment of a different CareFusion Services Manager, if necessary, in
accordance with Section 11.05.



     Section 2.06. Personnel. (a) The Provider of any Service will make available to the
Recipient of such Service such personnel as may be necessary to provide such Service. The Provider
will have the right, in its reasonable discretion, to (i) designate which personnel it will assign
to perform such Service, and (ii) remove and replace such personnel at any time, so long as there
is no resulting increase in costs or decrease in the level of service for the Recipient;
provided, however, that the Provider will use its commercially reasonable efforts
to limit the disruption to the Recipient in the transition of the Services to different personnel.



     (b) In the event that the provision of any Service by the Provider requires, as set forth in
the Schedules, the cooperation and services of the applicable personnel of the Recipient, the
Recipient will make available to the Provider such personnel (who shall be appropriately qualified
for purposes of the provision of such Service by the Provider) as may be necessary for the Provider
to provide such Service. The Recipient will have the right, in its reasonable discretion, to (i)
designate which personnel it will make available to the Provider in connection with the provision
of such Service, and (ii) remove and replace such personnel at any time, so long as there is no
resulting increase in costs to, or any adverse effect to the provision of such Service by, the
Provider; provided, however, that the Recipient will use its commercially
reasonable efforts to limit the disruption to the Provider in the transition of such personnel.
The Provider may, in its reasonable discretion and following discussions with the Recipient,
request the Recipient to remove and/or replace any such personnel from their roles in respect of
the Services being provided by the Provider. All personnel of the Recipient made available to the
Provider pursuant to this Section 2.06(b) shall be dedicated full-time to the provision of
the applicable Services in accordance with the direction of the Provider and shall be instructed to



6









 




comply with the applicable policies and guidelines of the Provider, including any policies and
guidelines relating to enterprise information technology (EIT).




     (c) No Provider shall be liable under this Agreement for any Liabilities incurred by the
Recipient Indemnified Parties that are primarily attributable to, or that are a consequence of, any
actions or inactions of the personnel of the Recipient, except for any such actions or inactions
undertaken pursuant to the direction of the Provider.



ARTICLE III




CARDINAL MATERIALS




     Section 3.01. Corporate Policies. (a) Cardinal Health shall provide CareFusion access
and rights to those policies and manuals published on the Cardinal Health Intranet and listed in
Annex A (the “Cardinal Health Materials”). Subject to the terms and conditions of
this Agreement, Cardinal Health grants to CareFusion a non-exclusive, royalty-free, fully paid-up,
worldwide license to create or have created materials based on the Cardinal Health Materials for
distribution to employees and suppliers of CareFusion and use such materials in the operation of
the CareFusion Business in substantially the same manner as the Cardinal Health Materials were used
by Cardinal Health prior to the Distribution. It is understood and agreed that Cardinal Health
makes no representation or warranty, express or implied, as to the accuracy or completeness of any
of the Cardinal Health Materials, as to the noninfringement of any of the Cardinal Health Materials
or as to the suitability of any of the Cardinal Health Materials for use by CareFusion in respect
of its business or otherwise.



     (b) Notwithstanding the foregoing and except as may be permitted under the Transitional
Trademark License Agreement, dated as of the date hereof, by and between Cardinal Health and
CareFusion, the text of any materials related to or based upon any of the Cardinal Health Materials
created by or for CareFusion may not contain any references to Cardinal Health (or any use of
Cardinal Health’s marks, names, trade dress, logos or other source or business identifiers,
including the Cardinal Health Name and Cardinal Health Marks), Cardinal Health’s publications,
Cardinal Health’s personnel (including senior management), Cardinal Health’s management structures
or any other indication that such materials are based upon any of the Cardinal Materials.



     Section 3.02. Limitation on Rights and Obligations with Respect to the Cardinal Health
Materials. (a) Cardinal Health shall have no obligation to (i) notify CareFusion of any
changes or proposed changes to any of the Cardinal Health Materials, (ii) include CareFusion in any
consideration of proposed changes to any of the Cardinal Health Materials, (iii) provide draft
changes of any of the Cardinal Health Materials to CareFusion for review and/or comment or (iv)
provide CareFusion with any updated materials relating to any of the Cardinal Health Materials.
CareFusion acknowledges and agrees that, except as expressly set forth above, Cardinal Health
reserves all rights (including all Intellectual Property rights) in, to and under the Cardinal
Health Materials and no rights with respect to ownership or use, except as otherwise expressly
provided in this Agreement, shall vest in CareFusion. The Parties acknowledge and agree that the
Cardinal Health Materials are the Confidential Information of Cardinal Health. CareFusion shall
use at least the same degree of care to prevent and restrain the
unauthorized use



7









 




or disclosure of any materials created by or for CareFusion that are based
upon any of the Cardinal Health Materials as it uses for its other confidential information of a
like nature, but in no event less than a reasonable degree of care. CareFusion will allow Cardinal
Health reasonable access to personnel and information as reasonably necessary to determine
CareFusion’s compliance with the provisions set forth above; provided, however,
such access shall not unreasonably interfere with any of the business or operations of CareFusion.
Subject to Section 9.01, in the event that Cardinal Health determines that CareFusion has
not materially complied with some or all of its obligations with respect to any or all of the
Cardinal Health Materials, Cardinal Health may terminate CareFusion’s rights with respect to such
Cardinal Health Materials upon written notice to CareFusion and, in such case, Cardinal Health
shall be entitled to require such Cardinal Health Materials to be returned to Cardinal Health or
destroyed and any materials created by or for CareFusion that are based upon such Cardinal Health
Materials to be destroyed (with such destruction certified by CareFusion in writing to Cardinal
Health promptly after such termination).




     (b) If CareFusion determines to cease to avail itself of any of the Cardinal Health Materials
or upon expiration or termination of any period during which CareFusion is permitted to use any of
the Cardinal Health Materials, Cardinal Health and CareFusion shall cooperate in good faith to take
reasonable and appropriate actions to effectuate such determination, expiration or termination, to
arrange for the return to Cardinal Health or destruction of such Cardinal Health Materials and to
protect Cardinal Health’s rights and interests in such Cardinal Health Materials.



ARTICLE IV




OTHER ARRANGEMENTS




     Section 4.01. Software and Software Licenses. (a) If and to the extent requested by
CareFusion, Cardinal Health shall use commercially reasonable efforts to assist CareFusion in its
efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as
necessary and applicable, certain computer software necessary for Cardinal Health to provide, or
CareFusion to receive, Cardinal Health Services (which assistance shall include providing
CareFusion the opportunity to receive a copy of, or participate in, any communication between
Cardinal Health and the applicable third party licensor in connection therewith); provided,
however, that Cardinal Health and CareFusion shall identify the specific types and
quantities of any such software licenses; provided, further, that, subject to the
terms set forth in Annex B, Cardinal Health shall not be required to pay any fees or other
payments or incur any obligations or liabilities to enable CareFusion to obtain any such license or
rights; provided, further, that Cardinal Health shall not be required to seek
broader rights or more favorable terms for CareFusion than those applicable to Cardinal Health or
CareFusion, as the case may be, prior to the date of this Agreement or as may be applicable to
Cardinal Health from time to time hereafter; and, provided, further, that, subject
to the terms set forth in Annex B, CareFusion shall bear only those costs that relate
directly to obtaining such licenses (or other appropriation rights) in the ordinary course, which
shall not include any payments relating to the discharge of Excluded Liabilities which are not
related to the provision of Cardinal Health Services. The Parties acknowledge and agree that there
can be no assurance that Cardinal Health’s efforts will be successful or that CareFusion will be
able to obtain such licenses or rights on acceptable terms



8









 




or at all and, where Cardinal Health enjoys rights under any enterprise or site license or
similar license, the Parties acknowledge that such license typically precludes partial transfers or
assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that
CareFusion is unable to obtain such software licenses, the Parties shall work together using
commercially reasonable efforts to obtain an alternative software license to allow Cardinal Health
to provide, or CareFusion to receive, such Cardinal Health Services, and the Parties shall
negotiate in good faith an amendment to the applicable Schedule to reflect any such new
arrangement, which amended Schedule shall not require CareFusion to pay for any fees, expenses or
costs relating to the software license that CareFusion was unable to obtain pursuant to the
provisions of this Section 4.01(a).




     (b) If and to the extent requested by Cardinal Health, CareFusion shall use commercially
reasonable efforts to assist Cardinal Health in its efforts to obtain licenses (or other
appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer
software necessary for CareFusion to provide, or Cardinal Health to receive, CareFusion Services
(which assistance shall include providing Cardinal Health the opportunity to receive a copy of, or
participate in, any communication between CareFusion and the applicable third party licensor in
connection therewith); provided, however, that Cardinal Health and CareFusion shall
identify the specific types and quantities of any such software licenses; provided,
further, that, subject to the terms set forth in Annex B, CareFusion shall not be
required to pay any fees or other payments or incur any obligations or liabilities to enable
Cardinal Health to obtain any such license or rights; provided, further, that
CareFusion shall not be required to seek broader rights or more favorable terms for Cardinal Health
than those applicable to Cardinal Health or CareFusion, as the case may be, prior to the date of
this Agreement or as may be applicable to CareFusion from time to time hereafter; and,
provided, further, that, subject to the terms set forth in Annex B,
Cardinal Health shall bear only those costs that relate directly to obtaining such licenses (or
other appropriation rights) in the ordinary course, which shall not include any payments relating
to the discharge of CareFusion Liabilities which are not related to the provision of CareFusion
Services. The Parties acknowledge and agree that there can be no assurance that CareFusion’s
efforts will be successful or that Cardinal Health will be able to obtain such licenses or rights
on acceptable terms or at all and, where CareFusion enjoys rights under any enterprise or site
license or similar license, the Parties acknowledge that such license typically precludes partial
transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In
the event that Cardinal Health is unable to obtain such software licenses, the Parties shall work
together using commercially reasonable efforts to obtain an alternative software license to allow
CareFusion to provide, or Cardinal Health to receive, such CareFusion Services, and the Parties
shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new
arrangement, which amended Schedule shall not require Cardinal Health to pay for any fees, expenses
or costs relating to the software license that Cardinal Health was unable to obtain pursuant to the
provisions of this Section 4.01(b).



ARTICLE V




ADDITIONAL AGREEMENTS




     Section 5.01. Cardinal Health Computer-Based and Other Resources.



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     (a) As of the date of this Agreement, except as otherwise expressly provided in the Separation
Agreement or in any other Transaction Documents, or unless required in connection with the
performance of or delivery of a Service, CareFusion and its Affiliates shall cease to use and shall
have no further access to, and Cardinal Health shall have no obligation to otherwise provide, the
Cardinal Health Intranet and other owned or licensed computer software, networks, hardware or
technology of Cardinal Health or its Affiliates and shall have no access to, and Cardinal Health
shall have no obligation to otherwise provide, computer-based resources (including e-mail and
access to Cardinal Health’s or its Affiliates’ computer networks and databases) that require a
password or are available on a secured access basis only. From and after the date of this
Agreement, CareFusion and its Affiliates shall cause all of their personnel having access to the
Cardinal Health Intranet or such other computer software, networks, hardware, technology or
computer based resources pursuant to the Separation Agreement, any Transaction Document or in
connection with performance, receipt or delivery of a Service to comply with all security
guidelines (including physical security, network access, internet security, confidentiality and
personal data security guidelines) of Cardinal Health and its Affiliates (of which Cardinal Health
provides CareFusion notice). CareFusion shall ensure that the access contemplated by this
Section 5.01 shall be used by such personnel only for the purposes contemplated by, and
subject to the terms of, this Agreement.



     (b) Except as expressly provided in the Separation Agreement or in any other Transaction
Documents or unless required in connection with the performance or delivery of any Services, each
of the Parties and its Affiliates shall cease using (and shall cause their employees to cease
using) the services made available by the other Party and its Affiliates prior to the date of this
Agreement.



     Section 5.02. Co-location and Facilities Matters. (a) Cardinal Health hereby grants
to CareFusion a limited license to use and access space at certain facilities and to continue to
use certain equipment located at such facilities (including use of office security and badge
services), in each case as listed in Schedule B (the “Cardinal Health Facilities”),
for substantially the same purposes as used immediately prior to the date of this Agreement.
CareFusion hereby grants, or shall cause one or more of its Affiliates to grant, to Cardinal Health
a limited license to use and access space at certain facilities and to continue to use certain
equipment located at such facilities (including use of office security and badge services), in each
case as listed in Schedule D (the “CareFusion Facilities”), for substantially the
same purposes as used immediately prior to the date of this Agreement. In the event that after the
date of this Agreement, either Cardinal Health or CareFusion determines that there are other
facilities where such Party needs or reasonably desires to co-locate or that such Party does not
require use of one or more of the Cardinal Health Facilities or CareFusion Facilities, as the case
may be, the Parties will discuss such Party’s request and negotiate in good faith a mutually
satisfactory arrangement. For the avoidance of doubt, at each of the Cardinal Health Facilities
and CareFusion Facilities, Cardinal Health and CareFusion, as the case may be, shall, in addition
to providing access and the right to use such facilities, shall provide to the personnel of
Cardinal Health and CareFusion, as the case may be, substantially all ancillary services that are
provided as of the date of this Agreement to its own personnel at such facility, such as, by way
of example and not limitation; reception, general maintenance (subject to the immediately following
sentence), janitorial, security (subject to the immediately following sentence) and telephony
services; access to duplication, facsimile, printing and other similar office services; and use of
cafeteria, breakroom, restroom and other



10









 




similar facilities. Unless otherwise provided in the Schedules, such ancillary services (i)
shall not include research and development services or medical services and (ii) shall only include
(A) in the case of security, those services provided in connection with shared areas of a Cardinal
Health Facility or a CareFusion Facility, as the case may be, it being understood that the Provider
shall not provide security services to Recipient-specific areas of Provider’s facility (to the
extent that it is reasonably practicable for Recipient to provide such services with respect to any
such Recipient-specific area) or security passes that permit entrance to Provider-specific areas of
Provider’s facility and (B) in the case of maintenance services, those services historically
provided that are general in nature and within the scope of customary maintenance of ordinary wear
and tear.




     (b) The Parties shall only permit their authorized Representatives, contractors, invitees or
licensees to use CareFusion Facilities and Cardinal Health Facilities (collectively, the
“Facilities”), except as otherwise permitted by the other Party in writing. Each Party
shall, and shall cause its respective Subsidiaries, Representatives, contractors, invitees or
licensees to, vacate the other Party’s Facilities at or prior to the expiration date relating to
each Facility set forth in Schedule B and Schedule D and shall deliver over to the
other Party or its Subsidiaries, as applicable, the Facilities in substantially the same repair and
condition at that date as on the date of this Agreement, ordinary wear and tear excepted;
provided, however, that in the event that the third-party lease for a Facility
specifies otherwise, the Party vacating a Facility shall deliver over such Facility in such repair
and condition (taking into account the date that the Party began its occupation of such Facility)
as set forth in the third-party lease. In addition to the access rights provided under Section
5.03, the Parties or their Subsidiaries, or the landlord in respect of any third-party lease,
shall have reasonable access to their respective Facilities from time to time as reasonably
necessary for the security and maintenance thereof in accordance with past practice and the terms
of any third-party lease agreement, if applicable. The Parties agree to maintain commercially
appropriate and customary levels (in no event less than what is required by the landlord under the
applicable lease agreement) of property and liability insurance in respect of the Facilities they
occupy and the activities conducted thereon and to be responsible for, and to indemnify and hold
harmless the other Party in accordance with Article VIII in respect of, the acts and
omissions of its Representatives, contractors, invitees and licensees. Each of the Parties shall,
and shall cause its Subsidiaries, Representatives, contractors, invitees and licensees to, comply
in all material respects with (i) all Laws applicable to their use or occupation of any Facility
including those relating to environmental and workplace safety matters, (ii) the Party’s applicable
site rules, regulations, policies and procedures, and (iii) any applicable requirements of any
third-party lease governing any Facility. The Parties shall not make, and shall cause their
respective Subsidiaries, Representatives, contractors, invitees and licensees to refrain from
making, any material alterations or improvements to the Facilities except with the prior written
approval of the other Party or its Subsidiaries, as applicable. The Parties shall provide heating,
cooling, electricity and other utility services for the respective Facilities substantially
consistent with levels provided prior to the date of this Agreement. The rights granted pursuant
to this Section 5.02 shall be in the nature of a license and shall not create a leasehold
or other estate or possessory rights in CareFusion or Cardinal Health, or their respective
Subsidiaries, Representatives, contractors, invitees or licensees, with respect to the Facilities.



11









 





     Section 5.03. Access. (a) CareFusion shall, and shall cause its Subsidiaries to,
allow Cardinal Health and its Representatives reasonable access to the facilities of CareFusion
necessary for Cardinal Health to fulfill its obligations under this Agreement.



     (b) Cardinal Health shall, and shall cause its Subsidiaries to, allow CareFusion and its
Representatives reasonable access to the facilities of Cardinal Health necessary for CareFusion to
fulfill its obligations under this Agreement.



     (c) Notwithstanding the other rights of access of the Parties under this Agreement, each Party
shall, and shall cause its Subsidiaries to, afford the other Party, its Subsidiaries and
Representatives, following not less than five (5) business days’ prior written notice from the
other Party, reasonable access during normal business hours to the facilities, information,
systems, infrastructure, and personnel of the relevant Providers as reasonably necessary for the
other Party to verify the adequacy of internal controls over information technology, reporting of
financial data and related processes employed in connection with the Services, including in
connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002;
provided, however, such access shall not unreasonably interfere with any of the
business or operations of such Party or its Subsidiaries.



     Section 5.04. Cooperation. It is understood that it will require the significant
efforts of both Parties to implement this Agreement and to ensure performance of this Agreement by
the Parties at the agreed upon levels in accordance with all of the terms and conditions of this
Agreement. The Parties will cooperate, acting in good faith and using commercially reasonable
efforts, to effect a smooth and orderly transition of the Services provided under this Agreement
from the Provider to the Recipient (including repairs & maintenance Services and the assignment or
transfer of the rights and obligations under any third-party contracts relating to the Services);
provided, however, that this Section 5.04 shall not require either Party to
incur any out-of-pocket costs or expenses unless and except as expressly provided in this Agreement
or otherwise agreed to in writing by the Parties.



ARTICLE VI




COSTS AND DISBURSEMENTS




     Section 6.01. Costs and Disbursements. (a) Except as otherwise provided in this
Agreement or in the Schedules to this Agreement, a Recipient of Services shall pay to the Provider
of such Services a monthly fee for the Services (or category of Services, as applicable) as
provided for in the relevant Schedule (each fee constituting a “Service Charge” and,
collectively, “Service Charges”). The Service Charges payable under this Agreement for
each Service shall be set forth on the applicable Schedule and be generally determined in
accordance with the applicable methodologies set forth on Annex C. During the term of this
Agreement, the amount of a Service Charge for any Services (or category of Services, as applicable)
shall not increase, except to the extent of (i) any increases set forth in the Schedules, (ii) any
Service Charges applicable to any Additional Services or New Services, and (iii) any increase in
the rates or charges imposed by any third-party provider that is providing Services. All charges
based on a monthly or other time basis will be pro-rated based on actual days elapsed during the
period of service.



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     (b) The Provider shall deliver two (2) invoices to the Recipient on a monthly basis, which
shall consist of one (1) invoice relating to any Service Charges payable on a fixed-fee basis and a
separate invoice relating to any Service Charges payable on a variable or pass-through basis, in
each case, beginning on the second (2nd) month following the Distribution Date, in arrears for the
Service Charges due to the Provider under this Agreement. The Recipient shall pay the amount of
each such invoice by wire transfer to the Provider within fifteen (15) days of the receipt of each
such invoice, including appropriate documentation as described herein, as instructed by the
Provider; provided, that, to the extent consistent with past practice with respect to
Services rendered outside the United States, payments may be made in local currency. If the
Recipient fails to pay such amount by such date, the Recipient shall be obligated to pay to the
Provider, in addition to the amount due, interest at an annual interest rate of nine percent (9%)
(the “Interest Payment”), accruing from the date the payment was due through the date of
actual payment. Together with any monthly invoice for Service Charges that are payable on a
variable or pass-through basis delivered to the Recipient, the Provider shall provide the Recipient
with data and documentation (including copies of all applicable third-party invoices, other than
invoices for repair & maintenance Services) reasonably satisfactory to the Recipient supporting the
calculation of any Service Charges that are variable from month to month (as a result of any
changes in the employee count of the Recipient, changes to the costs incurred by the Provider from
any third-party provider in relation to such Service, any reduction in Services or otherwise) for
the purpose of verifying the accuracy of such calculation.



     (c) Subject to the confidentiality provisions set forth in Section 11.03, each Party
shall, and shall cause their respective Affiliates to, provide, upon ten (10) days’ prior written
notice from the other Party, any information within such Party’s or its Affiliates’ possession that
the requesting Party reasonably requests in connection with any Services being provided to such
requesting Party by an unaffiliated third-party provider, including any applicable invoices,
agreements documenting the arrangements between such third-party provider and the Provider and
other supporting documentation; provided, that each Party shall make no more than one such
request during any fiscal quarter.



     Section 6.02. Taxes. (a)Without limiting any provisions of this Agreement, the
Recipient shall bear any and all sales, use, transaction and transfer taxes and other similar
charges (and any related interest and penalties) imposed on, or payable with respect to, any fees
or charges, including any Service Charges, payable by it pursuant to this Agreement;
provided, that any applicable gross receipts taxes shall be borne by the Provider unless
the Provider is required by law to obtain, or allowed to separately invoice for and obtain,
reimbursement of such taxes from the Recipient.



     (b) Notwithstanding anything to the contrary in Section 6.02(a) or elsewhere in this
Agreement, the Recipient shall be entitled to withhold from any payments to the Provider any such
taxes that Recipient is required by law to withhold and shall pay over such taxes to the applicable
taxing authority.



     Section 6.03. No Right to Set-Off. The Recipient shall pay the full amount of Service
Charges and shall not set-off, counterclaim or otherwise withhold any amount owed to the Provider
under this Agreement on account of any obligation owed by the Provider to the Recipient that has
not been finally adjudicated, settled or otherwise agreed upon by the Parties in



13









 




writing; provided, however, that the Recipient shall be permitted to assert a
set-off right with respect to any obligation that has been so finally adjudicated, settled or
otherwise agreed upon by the Parties in writing against amounts owed by the Recipient to the
Provider under this Agreement.




ARTICLE VII




STANDARD FOR SERVICE




     Section 7.01. Standard for Service. Except where the Provider is restricted by an
existing contract with a third party (other than the contracts listed on Annex D) or by
Law, the Provider agrees (i) to perform the Services such that the nature, quality, standard of
care and the service levels at which such Services are performed are no less than that which are
substantially similar to the nature, quality, standard of care and service levels at which the same
or similar services were performed by or on behalf of the Provider (which in the case of CareFusion
and its Subsidiaries and its Affiliates providing Services under this Agreement, shall mean the
nature, quality, standard of care and service levels at which the same or similar services were
performed by or on behalf of the Cardinal Health Business for Cardinal Health) prior to the
Distribution Date (or, if not so previously provided, then substantially similar to that which are
applicable to similar services provided to the Provider’s Affiliates or other business components);
(ii) upon receipt of written notice from the Recipient identifying any outage, interruption or
other failure of any Service, to respond to such outage, interruption or other failure of any
Services in a manner that is no less than that which is substantially similar to the manner in
which such Provider or its Affiliates responded to any outage, interruption or other failure of the
same or similar services prior to the Distribution Date (the Parties acknowledge that an outage,
interruption or other failure of any Service shall not be deemed to be a breach of the provisions
of this Section 7.01 so long as the applicable Provider complies with this clause (ii));
and (iii) in the event that a CareFusion Entity is the Recipient, to comply with the requirements
set forth in Annex E (which requirements are intended by the Parties to describe, and not
to modify in any way, the substantially similar level of service required under this Section
7.01). As of or following the date of this Agreement, if the Provider is or becomes aware of
any restriction on the Provider by an existing contract with a third-party that would restrict the
nature, quality, standard of care or service levels applicable to delivery of the Services to be
provided by the Provider to the Recipient, the Provider shall use commercially reasonable efforts
to promptly notify the Recipient of any such restriction (which notice shall in any event precede
any change to, or reduction in, the nature, quality, standard of care or service levels applicable
to delivery of the Services resulting from such restriction) and use commercially reasonable
efforts in good faith to provide such Services in a manner as closely as possible to the standards
described in this Section 7.01, and the Parties shall negotiate in good faith an amendment
to the applicable Schedule to reflect any such new arrangement.



     Section 7.02. Disclaimer of Warranties. Except as expressly set forth in this
Agreement, the Parties acknowledge and agree that the Services are provided as-is, that the
Recipients assume all risks and liability arising from or relating to its use of and reliance upon
the Services and each Provider makes no representation or warranty with respect thereto. EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDERS HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND
WARRANTIES REGARDING



14









 




THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD
TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF THE
TRANSITION SERVICES FOR A PARTICULAR PURPOSE.




     Section 7.03. Compliance with Laws and Regulations. Each Party shall be responsible
for its own compliance with any and all Laws applicable to its performance under this Agreement.
No Party will knowingly take any action in violation of any such applicable Law that results in
liability being imposed on the other Party.



ARTICLE VIII




LIMITED LIABILITY AND INDEMNIFICATION




     Section 8.01. Consequential and Other Damages. Notwithstanding anything to the
contrary contained in the Separation Agreement or this Agreement, the Provider shall not be liable
to the Recipient or any of its Affiliates or Representatives, whether in contract, tort (including
negligence and strict liability) or otherwise, at law or equity, for any special, indirect,
incidental or consequential damages whatsoever (including lost profits or damages calculated on
multiples of earnings approaches), which in any way arise out of, relate to or are a consequence
of, the performance or nonperformance by the Provider (including any Affiliates and Representatives
of the Provider and any third-party providers, in each case, providing the applicable Services)
under this Agreement or the provision of, or failure to provide, any Services under this Agreement,
including with respect to loss of profits, business interruptions or claims of customers.



     Section 8.02. Limitation of Liability. Subject to Section 8.03, the
Liabilities of each Provider and its Affiliates and Representatives, collectively, under this
Agreement for any act or failure to act in connection herewith (including the performance or breach
of this Agreement), or from the sale, delivery, provision or use of any Services provided under or
contemplated by this Agreement, whether in contract, tort (including negligence and strict
liability) or otherwise, shall not exceed the total aggregate Service Charges (excluding any
third-party costs and expenses included in such Service Charges) actually paid to such Provider by
the Recipient pursuant to this Agreement.



     Section 8.03. Obligation To Reperform; Liabilities. In the event of any breach of
this Agreement by any Provider with respect to the provision of any Services (with respect to which
the Provider can reasonably be expected to reperform in a commercially reasonable manner), the
Provider shall (a) promptly correct in all material respects such error, defect or breach or
reperform in all material respects such Services at the request of the Recipient and at the sole
cost and expense of the Provider and (b) subject to the limitations set forth in Sections
8.01 and 8.02, reimburse the Recipient and its Affiliates and Representatives for
Liabilities attributable to such breach by the Provider. The remedy set forth in this Section
8.03 shall be the sole and exclusive remedy of the Recipient for any such breach of this
Agreement. Any request for reperformance in accordance with this Section 8.03 by the
Recipient must be in writing and specify in reasonable detail the particular error, defect or
breach, and such request must be made no more than one (1) month from the date such breach
occurred.



15









 





     Section 8.04. Release and Recipient Indemnity. Subject to Section 8.01, each
Recipient hereby releases the applicable Provider and its Affiliates and Representatives (each, a
“Provider Indemnified Party”), and each Recipient hereby agrees to indemnify, defend and
hold harmless each such Provider Indemnified Party from and against any and all Liabilities arising
from, relating to or in connection with the use of any Services by such Recipient or any of its
Affiliates, Representatives or other Persons using such Services, except to the extent that such
Liabilities arise out of, relate to or are a consequence of the applicable Provider Indemnified
Party’s bad faith, gross negligence or willful misconduct.



     Section 8.05. Provider Indemnity. Subject to Section 8.01, each Provider
hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates
and Representatives (each a “Recipient Indemnified Party”), from and against any and all
Liabilities arising from, relating to or in connection with the use of any Services by such
Recipient or any of its Affiliates, Representatives or other Persons using such Services or in
connection with the sale, delivery, provision or use of any Services provided under or contemplated
by this Agreement to the extent that such Liabilities arise out of, relate to or are a consequence
of the applicable Provider’s bad faith, gross negligence or willful misconduct.



     Section 8.06. Indemnification Procedures. The provisions of Article V of the
Separation Agreement shall govern claims for indemnification under this Agreement.



     Section 8.07. Liability for Payment Obligations. Nothing in this Article VIII
shall be deemed to eliminate or limit, in any respect, Cardinal Health’s or CareFusion’s express
obligation in this Agreement to pay Termination Charges or Service Charges for Services rendered in
accordance with this Agreement.



     Section 8.08. Exclusion of Other Remedies. The provisions of Sections 8.03,
8.04 and 8.05 of this Agreement shall be the sole and exclusive remedies of the
Provider Indemnified Parties and the Recipient Indemnified Parties, as applicable, for any claim,
loss, damage, expense or liability, whether arising from statute, principle of common or civil law,
principles of strict liability, tort, contract or otherwise under this Agreement.



ARTICLE IX




DISPUTE RESOLUTION




     Section 9.01. Dispute Resolution.



     (a) In the event of any dispute, controversy or claim arising out of or relating to the
transactions contemplated by this Agreement, or the validity, interpretation, breach or termination
of any provision of this Agreement, or calculation or allocation of the costs of any Service,
including claims seeking redress or asserting rights under any Law (each, a “Dispute”),
Cardinal Health and CareFusion agree that the Cardinal Health Services Manager and the CareFusion
Services Manager (or such other persons as Cardinal Health and CareFusion may designate) shall
negotiate in good faith in an attempt to resolve such Dispute amicably. If such Dispute has not
been resolved to the mutual satisfaction of Cardinal Health and CareFusion within fifteen (15) days
after the initial written notice of the Dispute (or such longer period as the



16









 




Parties may agree), then such Dispute shall be resolved in accordance with the dispute
resolution process referred to in Article VII of the Separation Agreement; provided, that
such dispute resolution process shall not modify or add to the remedies available to the Parties
under this Agreement.




     (b) In any Dispute regarding the amount of a Service Charge, if after such Dispute is finally
resolved pursuant to the dispute resolution process set forth or referred to in Section
9.01(a), it is determined that the Service Charge that the Provider has invoiced the Recipient,
and that the Recipient has paid to the Provider, is greater or less than the amount that the
Service Charge should have been, then (a) if it is determined that the Recipient has overpaid the
Service Charge, the Provider shall within five (5) business days after such determination reimburse
the Recipient an amount of cash equal to such overpayment, plus the Interest Payment, accruing from
the date of payment by the Recipient to the time of reimbursement by the Provider; and (b) if it is
determined that the Recipient has underpaid the Service Charge, the Recipient shall within five (5)
business days after such determination reimburse the Provider an amount of cash equal to such
underpayment, plus the Interest Payment, accruing from the date such payment originally should have
been made by the Recipient to the time of payment by the Recipient.



ARTICLE X




TERM AND TERMINATION




     Section 10.01. Term and Termination. (a) This Agreement shall commence immediately
upon the Distribution Date and shall terminate upon the earlier to occur of: (i) the last date on
which either Party is obligated to provide any Service to the other Party in accordance with the
terms of this Agreement or (ii) the mutual written agreement of the Parties to terminate this
Agreement in its entirety.



     (b) (i) Without prejudice to a Recipient’s rights with respect to a Force Majeure, a Recipient
may from time to time terminate this Agreement with respect to the entirety of any individual
Service (other than depreciation and repairs & maintenance Services which, for the avoidance of
doubt, may not be terminated prior to the twenty-four (24) month minimum service period set forth
on the applicable Schedules) but not a portion thereof, (A) for any reason or no reason (x) if the
applicable Schedule provides for a minimum service period that is shorter than the maximum service
period for such Service (the Parties agree that the Recipient of each such Service shall have a
right of early termination in respect of such Service in accordance with the terms of this
Section 10.01(b) and the applicable Schedule), (y) upon providing to the Provider the
requisite prior written notice for such termination as specified in the applicable Schedule or, if
no such notice period is provided in the applicable Schedule, on sixty (60) days’ prior written
notice, and (z) subject to the obligation to pay any applicable Termination Charges pursuant to
Section 10.02, or (B) if the Provider of such Service has failed to perform any of its
material obligations under this Agreement with respect to such Service, and such failure shall
continue to exist thirty (30) days after receipt by the Provider of written notice of such failure
from the Recipient; and (ii) a Provider may terminate this Agreement with respect to one or more
Services, in whole but not in part, at any time upon prior written notice to the Recipient if the
Recipient has failed to perform any of its material obligations under this Agreement relating to



17









 




such Services, including making payment of Service Charges when due, and such failure shall be
continued uncured for a period of thirty (30) days after receipt by the Recipient of a written
notice of such failure from the Provider. The relevant Schedule shall be updated to reflect any
terminated Service. In the event that any Service is terminated other than at the end of a month,
the Service Charge associated with such Service shall be pro-rated appropriately.




     (c) A Recipient may from time to time request a reduction in part of the scope or amount of
any Service that is identified on the applicable Schedule as being subject to the provisions of
this Section 10.01(c). If requested to do so by Recipient, the Provider agrees to discuss
in good faith appropriate reductions to the relevant Service Charges in light of all relevant
factors including the costs and benefits to the Provider of any such reductions. If, after such
discussions, the Recipient and the Provider do not agree to any requested reduction of the scope or
amount of any Service and the relevant Service Charges in connection therewith, then there shall be
no change to the scope or amount of any Services or Service Charges under this Agreement. In the
event that a Recipient and a Provider agreed to any reduction of Service and the relevant Service
Charges, the relevant Schedule shall be updated to reflect such reduced Service and Service
Charges. In the event that any Service is reduced other than at the end of a month, the Service
Charge associated with such Service for the month in which such Service is reduced shall be
pro-rated appropriately.



     (d) In connection with the termination of any Service other than the Services identified on
the Schedules as not being subject to the provisions of this Section 10.01(d), if the
Recipient or the Provider reasonably determines that it will require such Service to continue
beyond the date on which such Service is scheduled to terminate (either in accordance with any
termination notice provided pursuant to Section 10.01(b)(i)(A) or the termination date
specified in the applicable Schedule), either Party may request the other Party to extend such
Service for a specified period beyond the scheduled termination of such Service (which period shall
in no event be longer than sixty (60) days, a “Service Extension”) by written notice to the
other Party no less than sixty (60) days prior to the date of such scheduled termination, and the
Parties shall use commercially reasonable efforts to comply with such Service Extension;
provided, that (i) there shall be no more than one (1) Service Extension with respect to
each Service and (ii) the Provider shall not be obligated to provide such Service Extension if a
third-party consent is required and cannot be obtained by the Provider. Within five (5) days
following either Party’s receipt of a written notice requesting a Service Extension, the Cardinal
Health Services Manager and the CareFusion Services Manager shall in good faith (x) negotiate the
terms of an amendment to the applicable Schedule, which amendment shall be consistent with the
terms of, and the pricing methodology used for, the applicable Service, and (y) determine the costs
and expenses (which shall not include any Service Charges payable under this Agreement), if any,
that would be incurred by the Provider or the Recipient, as the case may be, in connection with the
provision of such Service Extension, which costs and expenses shall be borne solely by the Party
requesting the Service Extension. Each amended Schedule, as agreed to in writing by the Parties,
shall be deemed part of this Agreement as of the date of such agreement and any Services provided
pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in
each case subject to the terms and conditions of this Agreement.



     Section 10.02. Effect of Termination. Upon termination of any Service pursuant to
this Agreement, the Provider of the terminated Service will have no further obligation to



18









 




provide the terminated Service, and the relevant Recipient will have no obligation to pay any
future Service Charges relating to any such Service; provided, that the Recipient shall
remain obligated to the relevant Provider for the (i) Service Charges owed and payable in respect
of Services provided prior to the effective date of termination and (ii) any applicable Termination
Charges, which shall be payable only in the event that the Recipient terminates any Service (x)
prior to the expiration of the applicable minimum service period or (y) without providing the
requisite early termination notice, in each case, as set forth in the Schedule relating to such
Service. In connection with termination of any Service, the provisions of this Agreement not
relating solely to such terminated Service shall survive any such termination, and in connection
with a termination of this Agreement, Article I, Article VIII (including liability
in respect of any indemnifiable Liabilities under this Agreement arising or occurring on or prior
to the date of termination), Article IX, Article X, Article XI, all
confidentiality obligations under this Agreement and liability for all due and unpaid Service
Charges and any applicable Termination Charges payable pursuant to the early termination of a
Service prior to the minimum service period provided in the applicable Schedule, shall continue to
survive indefinitely.




     Section 10.03. Force Majeure. (a) Neither Party (nor any Person acting on its behalf)
shall have any liability or responsibility for failure to fulfill any obligation (other than a
payment obligation) under this Agreement so long as and to the extent to which the fulfillment of
such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of
Force Majeure; provided, that (i) such Party (or such Person) shall have exercised
commercially reasonable efforts to minimize the effect of Force Majeure on its obligations; and
(ii) the nature, quality and standard of care that the Provider shall provide in delivering a
Service after a Force Majeure shall be substantially the same as the nature, quality and standard
of care that the Provider provides to its Affiliates and its other business components with respect
to such Service. In the event of an occurrence of a Force Majeure, the Party whose performance is
affected thereby shall give notice of suspension as soon as reasonably practicable to the other
stating the date and extent of such suspension and the cause thereof, and such Party shall resume
the performance of such obligations as soon as reasonably practicable after the removal of such
cause.



     (b) During the period of a Force Majeure, the Recipient shall be entitled to seek an
alternative service provider with respect to such Service(s) and shall be entitled to permanently
terminate such Service(s) (and shall be relieved of the obligation to pay Service Charges for such
Services(s) throughout the duration of such Force Majeure) if a Force Majeure shall continue to
exist for more than fifteen (15) consecutive days, it being understood that Recipient shall not be
required to provide any advance notice of such termination to Provider or pay any Termination
Charges in connection therewith.



ARTICLE XI




GENERAL PROVISIONS




     Section 11.01. No Agency. Nothing in this Agreement shall be deemed in any way or for
any purpose to constitute any party an agent of another unaffiliated party in the conduct of such
other party’s business. A Provider of any Service under this Agreement shall act as an independent
contractor and not as the agent of the Recipient in performing such Service,



19









 




maintaining control over its employees, its subcontractors and their employees and complying
with all withholding of income at source requirements, whether federal, state, local or foreign.




     Section 11.02. Subcontractors. A Provider may hire or engage one or more
subcontractors to perform any or all of its obligations under this Agreement; provided,
that (i) such Provider shall use the same degree of care in selecting any such subcontractor as it
would if such contractor was being retained to provide similar services to the Provider and (ii)
such Provider shall in all cases remain primarily responsible for all of its obligations under this
Agreement with respect to the scope of the Services, the standard for services as set forth in
Article VII and the content of the Services provided to the Recipient.



     Section 11.03. Treatment of Confidential Information.



     (a) The Parties shall not, and shall cause all other persons providing Services or having
access to information of the other Party that is known to such Party as confidential or proprietary
(“Confidential Information”) not to, disclose to any other person or use, except for
purposes of this Agreement, any Confidential Information of the other Party; provided,
however, that each Party may disclose Confidential Information of the other Party, to the
extent permitted by applicable Law: (i) to its Representatives on a need-to-know basis in
connection with the performance of such Party’s obligations under this Agreement; (ii) in any
report, statement, testimony or other submission required to be made to any Governmental Authority
having jurisdiction over the disclosing Party; or (iii) in order to comply with applicable Law, or
in response to any summons, subpoena or other legal process or formal or informal investigative
demand issued to the disclosing Party in the course of any litigation, investigation or
administrative proceeding. In the event that a Party becomes legally compelled (based on advice of
counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand
or similar judicial or administrative process to disclose any Confidential Information of the other
Party, such disclosing Party shall provide the other Party with prompt prior written notice of such
requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such
other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential
Information not to be disclosed, including interposing all available objections thereto, such as
objections based on settlement privilege. In the event that such protective order or other similar
remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential
Information that has been legally compelled, and shall exercise its commercially reasonable efforts
(at such other Party’s expense) to obtain assurance that confidential treatment will be accorded
such Confidential Information.



     (b) Each Party shall, and shall cause its Representatives to protect the Confidential
Information of the other Party by using the same degree of care to prevent the unauthorized
disclosure of such as the Party uses to protect its own confidential information of a like nature.



     (c) Each Party shall cause its Representatives to agree to be bound by the same restrictions
on use and disclosure of Confidential Information as are binding upon such Party in advance of the
disclosure of any such Confidential Information to them.



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     (d) Each Party shall comply with all applicable state, federal and foreign privacy and data
protection Laws that are or that may in the future be applicable to the provision of Services under
this Agreement.



     Section 11.04. Further Assurances. Each Party covenants and agrees that, without any
additional consideration, it shall execute and deliver any further legal instruments and perform
any acts that are or may become necessary to effectuate this Agreement.



     Section 11.05. Notices. Except with respect to routine communications by the Cardinal
Health Services Manager and CareFusion Services Manager under Section 2.05, all notices,
requests, claims, demands and other communications under this Agreement shall be in writing and
shall be given or made (and shall be deemed to have been duly given or made upon receipt) by
delivery in person, by overnight courier service, by facsimile or electronic transmission with
receipt confirmed (followed by delivery of an original via overnight courier service) or by
registered or certified mail (postage prepaid, return receipt requested) to the respective Parties
at the following addresses (or at such other address for a Party as shall be specified in a notice
given in accordance with this Section 11.05):



	 	 	 	 	 
	 

	 	(i)
	 	if to Cardinal Health:
	 
	 	 	 	 
	 

	 	 	 	Cardinal Health, Inc.
	 

	 	 	 	7000 Cardinal Place
	 

	 	 	 	Dublin, Ohio 43017
	 

	 	 	 	Attention:       General Counsel
	 

	 	 	 	Facsimile:       (614) 652-5051
	 

	 	 	 	with a copy to:






	 	 	 	 	 
	 

	 	 	 	Weil, Gotshal & Manges LLP
	 

	 	 	 	767 Fifth Avenue
	 

	 	 	 	New York, New York 10153
	 

	 	 	 	Attention:      Howard Chatzinoff
	 

	 	 	 	                       Matthew Gilroy
	 

	 	 	 	Facsimile:      (212) 310-8007
	 
	 	 	 	 
	 

	 	 	 	Wachtell, Lipton, Rosen & Katz
	 

	 	 	 	51 West 52nd Street
	 

	 	 	 	New York, New York 10019
	 

	 	 	 	Attention:       David Katz
	 

	 	 	 	                       David Lam
	 

	 	 	 	Facsimile:       (212) 403-2000
	 
	 	 	 	 
	 

	 	(ii)
	 	if to CareFusion:
	 
	 	 	 	 
	 

	 	 	 	CareFusion Corporation
	 

	 	 	 	3750 Torrey View Court
	 

	 	 	 	San Diego, California 92130
	 

	 	 	 	Attention:      Executive Vice President and General Counsel
	 

	 	 	 	Facsimile:      (858) 617-2300






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	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	Weil, Gotshal & Manges LLP
	 

	 	 	 	767 Fifth Avenue
	 

	 	 	 	New York, New York 10153
	 

	 	 	 	Attention:       Howard Chatzinoff
	 

	 	 	 	                       Matthew Gilroy
	 

	 	 	 	Facsimile:       (212) 310-8007
	 
	 	 	 	 
	 

	 	 	 	Wachtell, Lipton, Rosen & Katz
	 

	 	 	 	51 West 52nd Street
	 

	 	 	 	New York, New York 10019
	 

	 	 	 	Attention:       David Katz
	 

	 	 	 	                       David Lam
	 

	 	 	 	Facsimile:       (212) 403-2000






     Section 11.06. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in full force and
effect so long as the economic or legal substance of the transactions contemplated by this
Agreement is not affected in any manner materially adverse to any Party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the Parties
shall negotiate in good faith to modify this Agreement so as to effect the original intent of the
Parties as closely as possible in a mutually acceptable manner in order that the transactions
contemplated by this Agreement be consummated as originally contemplated to the greatest extent
possible.



     Section 11.07. Entire Agreement. Except as otherwise expressly provided in this
Agreement, this Agreement, the Separation Agreement and the other Transaction Documents constitute
the entire agreement of the Parties with respect to the subject matter of this Agreement and
supersede all prior agreements and undertakings, both written and oral, between or on behalf of the
Parties with respect to the subject matter of this Agreement.



     Section 11.08. No Third-Party Beneficiaries. Except as provided in Article
VIII with respect to Provider Indemnified Parties and Recipient Indemnified Parties, this
Agreement is for the sole benefit of the Parties and their permitted successors and assigns and
nothing in this Agreement, express or implied, is intended to or shall confer upon any other
Person, including any union or any employee or former employee of Cardinal Health or CareFusion,
any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of
employment for any specified period, under or by reason of this Agreement.



     Section 11.09. Governing Law. This Agreement (and any claims or disputes arising out
of or related to this Agreement or to the transactions contemplated by this Agreement or to the
inducement of any Party to enter into this Agreement or the transactions contemplated by this
Agreement, whether for breach of contract, tortious conduct or otherwise and whether predicated on
common law, statute or otherwise) shall in all respects be governed by, and construed in accordance
with, the Laws of the State of New York, including all matters of



22









 




construction, validity and performance, in each case without reference to any conflict of Law
rules that might lead to the application of the Laws of any other jurisdiction.




     Section 11.10. Amendment. No provision of this Agreement, including any Schedules to
this Agreement, may be amended, supplemented or modified except by a written instrument making
specific reference to this Agreement or any such Schedules to this Agreement, as applicable, signed
by all the Parties.



     Section 11.11. Rules of Construction. Interpretation of this Agreement shall be
governed by the following rules of construction: (a) 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; (b) references to the terms Article, Section, paragraph and
Schedule are references to the Articles, Sections, paragraphs and Schedules of this Agreement
unless otherwise specified; (c) references to “$” shall mean U.S. dollars; (d) the word “including”
and words of similar import when used in this Agreement shall mean “including without limitation,”
unless otherwise specified; (e) the word “or” shall not be exclusive; (f) references to “written”
or “in writing” include in electronic form; (g) provisions shall apply, when appropriate, to
successive events and transactions; (h) the headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i)
Cardinal Health and CareFusion have each participated in the negotiation and drafting of this
Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be
construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise
favoring or burdening either Party by virtue of the authorship of any of the provisions in this
Agreement or any interim drafts of this Agreement; (j) a reference to any Person includes such
Person’s successors and permitted assigns; (k) any reference to “days” means calendar days unless
business days are expressly specified; and (l) when calculating the period of time before which,
within which or following which any act is to be done or step taken pursuant to this Agreement, the
date that is the reference date in calculating such period shall be excluded, if the last day of
such period is not a business day, the period shall end on the next succeeding business day.



     Section 11.12. Counterparts. This Agreement may be executed in one or more
counterparts, and by each Party in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile
or portable document format (PDF) shall be as effective as delivery of a manually executed
counterpart of this Agreement.



     Section 11.13. Assignability. This Agreement shall not be assigned by operation of
Law or otherwise without the prior written consent of Cardinal Health and CareFusion, except that
each Party may:



     (a) assign all of its rights and obligations under this Agreement to any of its Subsidiaries,
provided, that no such assignment shall release Cardinal Health or CareFusion, as the case
may be, from any liability or obligation under this Agreement;



23









 





     (b) in connection with the divestiture of any Subsidiary or business of such Party that is a
Recipient to an acquiror that is not a Competitor of the Provider, assign to the acquiror of such
Subsidiary or business its rights and obligations as a Recipient with respect to the Services
provided to such divested Subsidiary or business under this Agreement, provided, that (i)
no such assignment shall release Cardinal Health or CareFusion, as the case may be, from any
liability or obligation under this Agreement, (ii) any and all costs and expenses incurred by
either Party in connection with such assignment (including in connection with clause (iii) of this
proviso) shall be borne solely by the assigning Party, and (iii) the Parties shall in good faith
negotiate any amendments to this Agreement, including the Annexes and Schedules to this Agreement,
that may be necessary or appropriate in order to assign such Services; and



     (c) in connection with the divestiture of any Subsidiary or business of such Party that is a
Recipient to an acquiror that is a Competitor of the Provider, assign to the acquiror of such
Subsidiary or business its rights and obligations as a Recipient with respect to the Services
provided to such divested Subsidiary or business under this Agreement, provided, that (i)
no such assignment shall release Cardinal Health or CareFusion, as the case may be, from any
liability or obligation under this Agreement, (ii) any and all costs and expenses incurred by
either Party in connection with such assignment (including in connection with clause (iii) of this
proviso) shall be borne solely by the assigning Party, (iii) the Parties shall in good faith
negotiate any amendments to this Agreement, including the Annexes and Schedules to this Agreement,
that may be necessary or appropriate in order to ensure that such assignment will not (x)
materially and adversely affect the businesses and operations of each of the Parties and their
respective Affiliates or (y) create a competitive disadvantage for the Provider with respect to an
acquiror that is a Competitor, and (iv) no Party shall be obligated to provide any such assigned
Services to an acquiror that is a Competitor if the provision of such assigned Services to such
acquiror would disrupt the operation of such Party’s businesses or create a competitive
disadvantage for such Party with respect to such acquiror;


provided, that, notwithstanding anything to the contrary in this Section 11.13, no
Party shall be entitled to assign any rights or obligations under this Agreement that relate to
Services provided to the former Medical Products Technologies business of Cardinal Health
(including respiratory, infection prevention, V. Mueller and On-Site businesses).




     Section 11.14. Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT WAIVES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER; AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY TO THIS
AGREEMENT HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.14.



24









 





     Section 11.15. Non-Recourse. No past, present or future director, officer, employee,
incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of either
Cardinal Health or CareFusion or their Affiliates shall have any liability for any obligations or
liabilities of Cardinal Health or CareFusion, respectively, under this Agreement or for any claims
based on, in respect of, or by reason of, the transactions contemplated by this Agreement.



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




25









 





     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first
written above by their respective duly authorized officers.



	 	 	 	 	 
	 	CARDINAL HEALTH, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CAREFUSION CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: