Exhibit 10.3

   

  
  
     

  

  
   

  FORM
      OF

   

  INTELLECTUAL
      PROPERTY CROSS LICENSE AGREEMENT

   

  BY
      AND BETWEEN

   

  3M
      COMPANY

   

  AND

   

  GARDEN
      SPINCO CORPORATION

   

  DATED
      AS OF [        ]

   

  
  
     

  

  
   

  
     

    
      

    

  

   

  TABLE
      OF CONTENTS

   

  Page

   

  	Article 1 DEFINITIONS	1
	 	Section 1.1.	Certain Defined Terms	1
	 	Section 1.2.	Other Definitions	4
	 	 	 	 
	Article 2 LICENSE GRANTS	4
	 	Section 2.1.	Grants by Company Licensors	4
	 	Section 2.2.	Grants by SpinCo Licensors	5
	 	Section 2.3.	Rights of Affiliates & Subsidiaries	5
	 	Section 2.4.	Sublicensing	5
	 	Section 2.5.	Have Made Rights	6
	 	Section 2.6.	Sale of Licensed IP	6
	 	Section 2.7.	No Other Rights; Retained Ownership; Limitations	6
	 	 	 	 
	Article 3 DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY	7
	 	Section 3.1.	DISCLAIMER OF WARRANTIES	7
	 	Section 3.2.	LIMITATION OF LIABILITY	7
	 	Section 3.3.	General Disclaimer	7
	 	 	 	 
	Article 4 Confidentiality	8
	 	Section 4.1.	Confidentiality	8
	 	Section 4.2.	Security of 3M Proprietary Manufacturing Technology	8
	 	Section 4.3.	Exceptions	8
	 	 	 	 
	Article 5 TERM	9
	 	Section 5.1.	Term and Termination	9
	 	Section 5.2.	Survival	9
	 	 	 	 
	Article 6 MISCELLANEOUS	9
	 	Section 6.1.	Intellectual Property Rights under Bankruptcy Code	9
	 	Section 6.2.	Notices	9
	 	Section 6.3.	No Obligation	10
	 	Section 6.4.	Successors and Assigns	10
	 	Section 6.5.	Limitations on Change of Control	10
	 	Section 6.6.	Headings	11
	 	Section 6.7.	Entire Agreement	11
	 	Section 6.8.	Amendment	11
	 	Section 6.9.	Waivers of Default	11
	 	Section 6.10.	Governing Law; Submission to Jurisdiction	11
	 	Section 6.11.	Specific Performance	12
	 	Section 6.12.	Waiver of Jury Trial	12
	 	Section 6.13.	Severability	13
	 	Section 6.14.	Counterparts	13
	 	Section 6.15.	Rules of Construction	13
	 	Section 6.16.	Relationship of the Parties	14


   

  APPENDICES

   

  	 	Appendix A	3M Proprietary Manufacturing Technology
	 	Appendix B	Excluded SpinCo Trade Secrets


   

  
     

    
      

    

  

   

  INTELLECTUAL
      PROPERTY CROSS-LICENSE AGREEMENT

   

  This
      INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of [    ], 2022, is entered into
      by and between 3M Company, a Delaware corporation (“Company”), and Garden SpinCo Corporation, a Delaware corporation
      (“SpinCo”). Company and SpinCo are collectively referred to herein as the “Parties” and
      individually referred to herein as a “Party.”

   

  RECITALS

   

  WHEREAS,
      pursuant to that certain Separation and Distribution Agreement (as it may be amended, supplemented or otherwise modified in accordance
      with its terms, the “Separation and Distribution Agreement” or “SDA”), dated as of December
      13, 2021, by and among Company, SpinCo and Neogen Corporation (“Parent”), Company intends to separate the SpinCo
      Business (as defined in the SDA) from the Company Business (as defined in the SDA) and to cause the SpinCo Assets (as defined
      in the SDA) to be transferred to SpinCo and its Subsidiaries upon the terms and subject to the conditions contained in the SDA;

   

  WHEREAS,
      to facilitate and provide for an orderly transition in connection with the transactions contemplated by the Separation and Distribution
      Agreement, Company Licensors wish to grant to SpinCo and its Subsidiaries (in such capacity, the “SpinCo Licensees”)
      licenses to certain Company Licensed Patents, Company Licensed Other IP and Company Licensed 3M Proprietary Manufacturing IP,
      and SpinCo and its Subsidiaries (in such capacity, the “SpinCo Licensors”) wish to grant to Company and its
      Subsidiaries (in such capacity, the “Company Licensees”) licenses to certain SpinCo Licensed Patents and SpinCo
      Licensed Other IP, in each case, as and to the extent set forth herein; and

   

  WHEREAS,
      this Agreement constitutes the IP Cross-License Agreement referred to in the Separation and Distribution Agreement.

   

  NOW,
      THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Separation and Distribution Agreement and
      for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending
      to be legally bound, hereby agree as follows:

   

  Article 1

      DEFINITIONS

   

  Section 1.1.       Certain Defined Terms. Capitalized
      terms used but not otherwise defined herein shall have the meanings ascribed thereto
      in the Separation and Distribution Agreement. As used in this Agreement, the following terms shall have the following meanings,
      which shall control in the case of any conflict between the definitions set forth in the Separation and Distribution Agreement
      and this Agreement.

   

  “3M
        Proprietary Manufacturing Technology” means the Technology described on Appendix A used in the operation of the
      SpinCo Business as of the Separation to the extent related to the manufacturing of the products of the SpinCo Business as of the
      Separation.

   

  
     

    
      

    

  

   

  “Bankruptcy
        Code” means Title 11 of the United States Code.

   

  “Change
        of Control” means, with respect to a Party, the occurrence after the Separation Date of any of the following: (a) a
      transaction whereby any Person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)
      would acquire, directly or indirectly, voting securities representing more than fifty percent (50%) of the total voting power
      of such Party; (b) a merger, consolidation, recapitalization or reorganization of such Party, unless securities representing more
      than fifty percent (50%) of the total voting power of the legal successor to such Party as a result of such merger, consolidation,
      recapitalization or reorganization are immediately thereafter beneficially owned, directly or indirectly, by the Persons who beneficially
      owned such Party’s outstanding voting securities immediately prior to such transaction; or (c) the sale of all or substantially
      all of the consolidated assets of such Party’s Group. For the avoidance of doubt, no transaction contemplated by the Separation
      and Distribution Agreement shall be considered a Change of Control.

   

  “Company
        Field” means the operation of the Company Business in substantially the same manner as the Company Business was operated
      as of the Separation or in the twelve (12) months immediately preceding the Separation, and natural evolutions and extensions
      of such Company Business (other than (i) the SpinCo Business as of the Separation or (ii) solely as a limitation on field of the
      patent license granted in Section 2.2, natural evolutions or extensions of the Company Business that are substantially
      the same as the SpinCo Business as of the Separation).

   

  “Company
        Licensed 3M Proprietary Manufacturing IP” means all Trade Secrets and Copyrights owned or Controlled by any of the Company
      Licensors as of the Separation that are embodied in any of the 3M Proprietary Manufacturing Technology.

   

  “Company
        Licensed Other IP” means all Intellectual Property Rights (other than Patents, Trademarks, Internet Properties, and
      Company Licensed 3M Proprietary Manufacturing IP) owned or Controlled by any of the Company Licensors as of the Separation that
      are embodied in any of the SpinCo Technology (other than 3M Proprietary Manufacturing Technology) or otherwise used or held for
      use in or on behalf of the SpinCo Business as of the Separation or in the twelve (12) months immediately preceding the Separation.

   

  “Company
        Licensed Patents” means all Patents owned or Controlled by any of the Company Licensors as of the Separation that would
      be infringed by the operation of the SpinCo Business as of the Separation or in the twelve (12) months immediately preceding the
      Separation. For the purposes of the foregoing determination, a Patent issued after the Separation on a Patent application filed
      prior to, and owned or Controlled by any of the Company Licensors as of, the Separation shall be deemed to have been issued immediately
      prior to the Separation.

   

  “Company
        Licensors” means Company and its Subsidiaries.

   

  “Company
        Technology” means any and all Technology, including any know-how or knowledge of any employees of the Company Business,
      used in or held for use in the operation of the Company Business as of the Separation or in the twelve (12) months immediately
      preceding the Separation; provided that the Company Technology excludes the Clean-Trace Software.

   

  
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  “Controlled”
      means, with respect to any Intellectual Property Rights owned by a third party as of the Separation, the applicable Licensor has
      the ability to grant a license or other rights in, to or under such Intellectual Property Rights on the terms and conditions set
      forth herein without violating any Contract between such Licensor and such third party in effect as of the Separation and without
      payment or the granting of any additional consideration for the grant of such license; provided, that the Intellectual
      Property Rights will be excluded from being considered “Controlled” by virtue of any additional consideration only
      if the applicable Licensor notifies the applicable Licensee of such additional consideration and such Licensee does not agree
      to reimburse such Licensor for or otherwise bear such additional consideration.

   

  “Exploit”
      means with respect to a license (a) to a Patent, the right to use, make, have made, offer to sell, sell, import, export and otherwise
      commercialize any invention or device, or practice any method or process, claimed in such Patent, and (b) to all other Intellectual
      Property Rights, the right to exercise and otherwise commercialize the relevant Intellectual Property Rights, including in the
      case of Copyrights, the right to reproduce, distribute, create derivative works, display and perform (publicly and otherwise,
      subject to any applicable confidentiality restrictions), and otherwise use, and in the case of Trade Secrets, the right to use
      and disclose (subject to any applicable confidentiality restrictions).

   

  “Licensee(s)”
      means the Company Licensees or the SpinCo Licensees, as applicable, in their capacities as the licensees or grantees of the rights
      or licenses granted to them by the SpinCo Licensors or the Company Licensors, as applicable, pursuant to Article 2.

   

  “Licensor(s)”
      means the Company Licensors or the SpinCo Licensors, as applicable, in their capacities as the licensors or grantors of any rights
      or licenses granted by them to the SpinCo Licensees or the Company Licensees, as applicable, pursuant to Article 2.

   

  “SpinCo
        Field” means the operation of the SpinCo Business and after the Separation all of SpinCo’s natural evolutions
      and extensions thereof (other than (i) the Company Business as of the Separation or (ii) solely as a limitation on the field of
      the patent license granted in Section 2.1(a), natural evolutions or extensions of the SpinCo Business that are substantially
      the same as the Company Business as of the Separation).

   

  “SpinCo
        Licensed Other IP” means all Intellectual Property Rights (other than Patents, Trademarks, Internet Properties and the
      Trade Secrets described on Appendix B) owned or Controlled by any of the SpinCo Licensors as of the Separation or otherwise
      transferred to the SpinCo Licensors pursuant to any other Transaction Agreement, in each case that are embodied in any of the
      Company Technology or otherwise used in the Company Business as of the Separation or in the twelve (12) months immediately preceding
      the Separation.

   

  “SpinCo
        Licensed Patents” means (a) the Patents set forth on Schedule 2.2(a)(vii)(1) of the SDA, (b) any Patent that issues
      after the Separation that claims priority to any Patent in clause (a) (except for those claims included in a continuation-in-part
      that are not supported by any disclosure in the applicable parent Patent), and (c) any foreign counterparts to any of the
      foregoing, but in each case, solely to the extent such Patents would be infringed by the operation of the Company Business as
      of the Separation or in the twelve (12) months immediately preceding the Separation.

   

  
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  Section 1.2.       Other Definitions. As used herein, the
      following terms have the meanings set forth in the Sections set forth below.

   

  	Term	Section


   

  	Acquired
            Business	Section 6.4
	Acquired Party	Section 6.4
	Acquiring Party	Section 6.4
	Agreement	Preamble
	Company	Preamble
	Company Licensees	Recitals
	Parent	Recitals
	Parties	Preamble
	Party	Preamble
	SDA	Recitals
	Separation and
            Distribution Agreement	Recitals
	SpinCo	Preamble
	SpinCo Licensees	Recitals
	SpinCo Licensors	Recitals


   

  Article 2

      LICENSE GRANTS

   

  Section 2.1.       Grants by Company Licensors. Subject to
      the terms and conditions of this Agreement, Company, on behalf of itself and its Subsidiaries, agrees to grant, and
      hereby grants, to the SpinCo Licensees an irrevocable, royalty-free, fully paid-up, non-exclusive, worldwide, non-transferable
      (except in accordance with Section 6.4) and non-sublicensable (except in accordance with Section 2.3 and
      Section 2.4):

   

  (a)        under the Company Licensed Patents and the Company Licensed
      Other IP to Exploit the Company Licensed Patents and the Company Licensed
      Other IP in the SpinCo Field, including in connection with any products or services of the SpinCo Business, the SpinCo Technology
      and the 3M Proprietary Manufacturing Technology, in each case solely within the SpinCo Field; provided that the foregoing
      license does not extend to the Company Licensed 3M Proprietary Manufacturing IP, which is subject to the license in Section 2.1(b);
      and

   

  (b)       under the Company Licensed 3M Proprietary Manufacturing IP
      (subject to Section 4.2) for any and all internal uses
      in connection with the manufacture of any products of the SpinCo Business by SpinCo Licensees, for sale by a SpinCo Licensee solely
      in the SpinCo Field, and any and all other uses solely in the SpinCo Field consistent with uses by the SpinCo Business as of the
      Separation or in the twelve (12) months immediately preceding the Separation.

   

  Any
      exercise or other Exploitation of the Company Licensed Patents, the Company Licensed Other IP or the Company Licensed 3M Proprietary
      Manufacturing IP by any of the SpinCo Licensees, or any sublicensee thereof (as applicable), outside the scope of the licenses
      granted in this Section 2.1 is expressly prohibited.

   

  
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  Section 2.2.       Grants by SpinCo Licensors. Subject to
      the terms and conditions of this Agreement, Company Licensees hereby retain,
      and SpinCo, on behalf of itself and its Subsidiaries, agrees to grant, and hereby grants, to the Company Licensees, an irrevocable,
      royalty-free, fully paid-up, non-exclusive, worldwide, non-transferable (except in accordance with Section 6.4) and
      non-sublicensable (except in accordance with Section 2.3 and Section 2.4) license under the SpinCo Licensed
      Patents and the SpinCo Licensed Other IP to Exploit the SpinCo Licensed Patents and the SpinCo Licensed Other IP in the Company
      Field, including in connection with any products or services of the Company Business and the Company Technology, in each case
      solely within the Company Field. Any exercise or other Exploitation of the SpinCo Licensed Patents or the SpinCo Licensed Other
      IP by any of the Company Licensees, or any sublicensee thereof (as applicable), outside the scope of the licenses granted in this
      Section 2.2 is expressly prohibited.

   

  Section 2.3.       Rights of Affiliates & Subsidiaries.

   

  (a)        All rights and licenses granted in Section 2.1 and Section 2.2
      are granted to SpinCo and Company, respectively,
      and to any entity that is a Subsidiary of such Licensee, but only for so long as such entity is a Subsidiary of Licensee, and,
      except as set forth in Section 2.3(b), will immediately and automatically terminate with respect to such entity as
      of the effective date when it ceases to be a Subsidiary of Licensee. In addition, SpinCo and Company may sublicense the rights
      and licenses granted in Section 2.1 and Section 2.2, respectively, and to any entity that is an Affiliate
      of such Licensee, but only for so long as such entity is an Affiliate of Licensee, and, except as set forth in Section 2.3(b),
      such sublicense will immediately and automatically terminate with respect to such entity as of the effective date when it ceases
      to be an Affiliate of Licensee.

   

  (b)       Notwithstanding the foregoing, if such entity ceases to be a
      Subsidiary or Affiliate of Licensee, as applicable, including by
      way of a divestiture, spin-off, split-off or similar transaction, the licenses granted in Section 2.1 and Section 2.2
      or the sublicenses granted in Section 2.3(a), as applicable, shall continue to apply to such entity, but only
      with respect to the line of business that it is engaged in at the effective time of such cessation as a Subsidiary or Affiliate
      of Licensee, as applicable, and all natural evolutions and extensions thereof; provided that such entity or its successor
      provides the applicable Licensors hereunder with written notice of its change in status as a Subsidiary or Affiliate of Licensee,
      as applicable, and agrees in writing to be bound by the terms of this Agreement, including any license limitations.

   

  Section 2.4.       Sublicensing; Third Party Rights.

   

  (a)        Subject to Section 2.4(c), each SpinCo Licensee may
      sublicense the license granted in Section 2.1(a), other
      than with respect to the license granted under the Company Licensed Patents which licenses are not sublicenseable, and each Company
      Licensee may sublicense the license granted in Section 2.2, other than with respect to the license granted under the
      SpinCo Licensed Patents which licenses are not sublicenseable, to a third party solely in connection with the operation of the
      SpinCo Business or the Company Business, respectively, including in connection with the Exploitation or licensing of its respective
      Technology, products and services.

   

  
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  (b)       SpinCo Licensees shall not sublicense the license granted to
      them in Section 2.1(b); provided, however,
      subject to Article 4 and Section 2.4(c), a SpinCo Licensee may disclose Company Licensed 3M Proprietary
      Manufacturing IP to a third party, and such third parties are permitted to use such Company Licensed 3M Proprietary Manufacturing
      IP, in each case solely to the extent necessary for such third party to manufacture products for SpinCo Licensees for first commercial
      sale of such products by SpinCo Licensees (or sale on behalf of the SpinCo Licensees by their distributors in such capacity).

   

  (c)        Each Licensee shall, and shall cause its sublicensees or third
      party manufacturer or distributor, as the case may be, to, comply
      with Section 4.1 and shall not disclose Trade Secrets or confidential information of the applicable Licensors to a
      sublicensee, except pursuant to a written agreement containing confidentiality and non-disclosure obligations that are no less
      restrictive than those in this Section 2.4 and Section 4.1. Each Licensee shall be responsible and liable
      hereunder for any act or omission of a sublicensee or a Person to whom it discloses Trade Secrets and confidential information
      as if such act or omission were taken by the applicable Licensee directly. Sublicensees or third parties to whom Trade Secrets
      and confidential information is disclosed shall not be permitted to grant any further sublicenses or permit any further disclosure.

   

  Section 2.5.       Have Made Rights. Licensees understand
      and acknowledge that the “make” and “have made” rights
      granted to them under the Company Licensed Patents or the SpinCo Licensed Patents in Section 2.1 or Section 2.2,
      as applicable, are intended to cover only such Licensees’ own products, the design of which is exclusively owned by such
      Licensees or their Affiliates and are not intended to cover foundry or contract manufacturing activities that such Licensees or
      their Affiliates may undertake on behalf of third parties, whether directly or indirectly, or the manufacture of third party products
      by Licensees. Notwithstanding the foregoing and the inclusion of the “make” and “have made” rights with
      respect to the Patents licensed under Section 2.1(a) and Section 2.2, Licensees shall not sublicense the Patents
      licensed to them in Section 2.1(a) and Section 2.2, as applicable, to a third party and Licensees shall not exercise
      their “make” or “have made” rights in a manner that would have the effect of granting a sublicense to
      a third party. Notwithstanding the foregoing, the Parties acknowledge and agree that it shall not constitute a breach of Section 2.4(a)
      or this Section 2.5 by any Licensee if such Licensee purports to grant any of its third party manufacturers a
      sublicense under the Company Licensed Patents or the SpinCo Licensed Patents, as the case may be, solely in connection with Licensee’s
      exercise of its have made rights granted under Section 2.1 or Section 2.2, as applicable.

   

  Section 2.6.       Sale of Licensed IP. Should any
      Licensor sell, assign, transfer, exclusively license or otherwise dispose of its rights
      in or to any of the Intellectual Property Rights owned by it and licensed to the other Party hereunder, such sale, assignment,
      transfer, exclusive license or other disposal shall be subject to the licenses granted under this Agreement.

   

  Section 2.7.       No Other Rights; Retained Ownership;
          Limitations. Each Party acknowledges and agrees that its rights and licenses to
      the other Party’s Intellectual Property Rights are solely as set forth in, and as may be limited by, this Agreement. Each
      of the Company Licensors and the SpinCo Licensors retains sole ownership of the Intellectual Property Rights owned and licensed
      by it in Section 2.1 and Section 2.2, respectively. Notwithstanding anything to the contrary set forth
      in this Agreement, this Agreement grants to the Licensees no right or license to any Intellectual Property Rights that the Licensors
      may own or Control now or in the future, except as expressly set forth in Section 2.1 and Section 2.2,
      respectively, whether by implication, estoppel or otherwise. All rights, titles, and interests not specifically and expressly
      granted hereunder or otherwise in the Separation and Distribution Agreement or other Ancillary Agreement are expressly reserved.

   

  
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  Article 3

      DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

   

  Section 3.1.       DISCLAIMER OF WARRANTIES. ALL LICENSES
      AND RIGHTS GRANTED HEREUNDER ARE GRANTED ON AN AS-IS BASIS WITHOUT REPRESENTATION
      OR WARRANTY OF ANY KIND. NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES
      OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, NON-INFRINGEMENT, NON-VIOLATION OR NON-MISAPPROPRIATION
      OF THIRD-PARTY INTELLECTUAL PROPERTY, ARE MADE OR GIVEN BY OR ON BEHALF OF A PARTY. ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER
      ARISING BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.

   

  Section 3.2.       LIMITATION OF LIABILITY. IN NO EVENT
      SHALL A PARTY, ITS AFFILIATES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO
      THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM
      THIS AGREEMENT OR THE INTELLECTUAL PROPERTY RIGHTS LICENSED HEREIN, UNDER ANY THEORY OF LAW, INCLUDING, CONTRACT, TORT OR STRICT
      LIABILITY, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   

  Section 3.3.       General Disclaimer. Nothing contained
      in this Agreement shall be construed as:

   

  (a)        a warranty or representation by either Party as to the
      validity, enforceability or scope of any Intellectual Property Rights;

   

  (b)       an agreement by either Party to maintain any Intellectual
      Property Rights in force;

   

  (c)        an agreement by either Party to bring or prosecute actions or
      suits against any third party for misappropriation, infringement
      or other violation of Intellectual Property Rights or any other right, or conferring upon either Party any right to bring or prosecute
      such actions or suits;

   

  (d)       conferring upon either Party any right to use in advertising,
      publicity or otherwise any Trademark, trade name or names, or any
      contraction, abbreviation or simulations thereof, of the other Party;

   

  (e)        conferring upon either Party by implication, estoppel or
      otherwise, any license or other right, except the licenses and rights
      expressly granted hereunder; or

   

  
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  (f)        an obligation to provide any technical information, know-how,
      consultation, technical services or other assistance or deliverables
      to the other Party.

   

  Article 4

      Confidentiality

   

  Section 4.1.       Confidentiality. Notwithstanding the
      transfer or disclosure of any Technology or grant or retention of any license
      to a Trade Secret or other proprietary right in confidential information to or by a Party hereunder, during the term of this Agreement
      and thereafter in perpetuity (subject to Section 4.3), each Party agrees on behalf of itself and its Affiliates that
      (a) it (and each of its Affiliates) shall treat the Trade Secrets and confidential information of the other Party with at least
      the same degree of care as they treat their own similar Trade Secrets and confidential information, but in no event with less
      than reasonable care, and (b) neither Party (nor any of its Affiliates) may use or disclose the Trade Secrets or confidential
      information, as applicable, licensed or disclosed to it by the other Party under this Agreement, except in accordance with its
      respective license granted in Article 2. Nothing herein will limit either Party’s ability to enforce its rights against
      any third party that misappropriates or attempts to misappropriate any Trade Secret or confidential information from it, regardless
      of whether it is an owner or licensee of such Trade Secret or confidential information.

   

  Section 4.2.       Security of 3M Proprietary Manufacturing
          Technology. Without limiting the generality of Section 4.1, SpinCo
      Licensees shall, during the term of this Agreement and thereafter in perpetuity (subject to Section 4.3): (a) limit
      the use of or access to the Company Licensed 3M Proprietary Manufacturing IP to their employees who have a need to use or access
      such Company Licensed 3M Proprietary Manufacturing IP for the purposes of exercising the SpinCo Licensees’ rights hereunder
      and to their authorized third party manufacturers or distributers (subject to Sections 2.4 (b) and (c)); (b) provide
      appropriate training with respect to the protection of the confidentiality of the Company Licensed 3M Proprietary Manufacturing
      IP prior to allowing such use or access; (c) limit such employees’ or third parties’ access to only the part(s) of
      such Company Licensed 3M Proprietary Manufacturing IP that are necessary for such use or access, solely during the period such
      use or access is necessary for the purposes of exercising the SpinCo Licensees’ rights hereunder; and (d) not otherwise
      disclose the Company Licensed 3M Proprietary Manufacturing IP or any part thereof to any third party.

   

  Section 4.3.       Exceptions. Notwithstanding anything to
      the contrary contained herein, each Party acknowledges and agrees that the
      other Party’s confidentiality and security obligations with respect to Trade Secrets, confidential information, and 3M Proprietary
      Manufacturing Technology set forth in this Agreement do not apply to any such Trade Secrets, confidential information, or 3M Proprietary
      Manufacturing Technology that the recipient can demonstrate: (a) are publicly available or is otherwise in the public domain at
      the time of disclosure; (b) become part of the public domain after disclosure by any means other than breach of this Agreement
      by the recipient; (c) are obtained by the recipient, free of any obligations of confidentiality, from a third party who has a
      lawful right to disclose it; or (d) is independently developed by the recipient by persons not having access to, or prior knowledge
      of, any such Trade Secrets, confidential information, or 3M Proprietary Manufacturing Technology.

   

  
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  Article 5

      TERM

   

  Section 5.1.       Term and Termination. The term of this
      Agreement shall commence on the date hereof and shall continue until the expiration
      of the last-to-expire of the Intellectual Property Rights licensed under this Agreement, if ever; provided
      that (a) with respect to each Patent, the license to such Patent granted pursuant to Section 2.1(a) or Section 2.2
      will expire upon the expiration of the term of such Patent, (b) with respect to each Copyright, the license to such Copyright
      granted pursuant to Section 2.1 or Section 2.2 will expire upon the expiration of the term of such Copyright,
      and (c) with respect to any other Intellectual Property Rights, the licenses are perpetual.

   

  Section 5.2.       Survival. The terms and conditions of
      the following provisions shall survive any termination or expiration of this
      Agreement: Article 1, Article 2 (as set forth above in Section 5.1), Article 4,
      this Section 5.2 and Article 6. The termination of this Agreement will not relieve either Party of any
      liability under this Agreement that accrued prior to such termination.

   

  Article 6

      MISCELLANEOUS

   

  Section 6.1.       Intellectual Property Rights under Bankruptcy
          Code. All rights and licenses granted under or pursuant to this Agreement
      are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses for rights to “intellectual
      property” within the scope of Section 101 of the Bankruptcy Code. The Parties agree that each Licensee of such rights under
      this Agreement shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. The Parties further
      agree that, in the event of the commencement of bankruptcy proceedings by or against a Licensor under the Bankruptcy Code, the
      Licensee shall be entitled to retain all of its Intellectual Property Rights under this Agreement. In addition, the Parties understand
      and agree that this Agreement shall be construed as a “supplementary” agreement pursuant to Section 365(n) of the
      Bankruptcy Code. Each Party irrevocably waives all arguments and defenses arising under 11 U.S.C. § 365(c)(1) or successor
      provisions to the effect that applicable Law excuses such Party from accepting performance from or rendering performance to an
      entity other than the debtor or debtor-in-possession as a basis for opposing assumption of this Agreement in a case
      under Chapter 11 of the Bankruptcy Code to the extent that such consent is required under 11 U.S.C. § 365(c)(1) or any successor
      statute.

   

  
    9

    
      

    

  

   

  Section 6.2.       Notices. All notices and other
      communications among the Parties under this Agreement shall be in writing and shall
      be deemed to have been duly given (a) when delivered in person, (b) when delivered after posting in the national mail having
      been sent registered or certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other internationally
      recognized overnight delivery service or (d) when delivered by facsimile (solely if receipt is confirmed) or email (so long as
      the sender of such email does not receive an automatic reply from the recipient’s email server indicating that the recipient
      did not receive such email), addressed as follows (or at such other address for a Party as shall be specified in a notice given
      in accordance with this Section 6.2):

   

  If
      to Company, then to:

    

    3M Company

  3M
      Health Care Business Group

  3M
      Center, Building 220-14E-13

  St.
      Paul, MN 55144-1000

  Attention:
      Mojdeh Poul, Group President

  Email:
       mpoul@mmm.com

   

  with
      a copy to:

    

    3M Company

  3M
      Office of General Counsel

  3M
      Center, Building 220-9E-02

  St.
      Paul, MN 55144-1000

  Attention:
      Michael Dai, Assistant Secretary

  Email:
       dealnotices@mmm.com

   

  with
      a copy (which shall not constitute notice) to:

    

    Wachtell, Lipton, Rosen & Katz

  51
      West 52nd Street

  New
      York, New York 10019

  Attention:
      Steven A. Rosenblum

  Jenna
      E. Levine

  Email: SARosenblum@wlrk.com

  JELevine@wlrk.com

   

  If,
      to SpinCo, then to:

    

    Neogen Corporation

  620
      Lesher Place

  Lansing,
      MI 48912

  Attention:
      Amy Rocklin, Vice President and General Counsel

  Email:
      ARocklin@neogen.com

   

  with
      a copy (which shall not constitute notice) to:

    

    Weil, Gotshal & Manges LLP

  767
      Fifth Avenue

  New
      York, NY 10153

  Telephone:
      (212) 310-8000

  Attention:
      Michael J. Aiello

  Eoghan
      P. Keenan

  E-mail: michael.aiello@weil.com

  eoghan.keenan@weil.com

   

  
    10

    
      

    

  

   

  Section 6.3.       No Obligation. Nothing set forth herein
      shall restrict either Party from transferring, assigning or licensing any Intellectual
      Property Rights owned by it and licensed to the other Party hereunder; provided that any transfer or assignment of any
      Intellectual Property Rights licensed to a Party hereunder shall be subject to the licenses granted in this Agreement.

   

  Section 6.4.       Successors and Assigns. This Agreement
      shall be binding upon and inure to the benefit of and be enforceable by the
      Parties and their respective permitted successors and assigns; provided that neither this Agreement nor any of the rights
      and benefits of a Licensee Party hereunder may be assigned to, or assumed by, a third party (whether by operation of Law or otherwise,
      including in connection with, or as a result of, a Change of Control) without the express prior written consent of the other Party.
      Notwithstanding the foregoing, subject to, and except as provided in Section 6.5, no such consent shall be required
      for the assignment or assumption of a Party’s rights, licenses or obligations under this Agreement in whole or in relevant
      part, in connection with, or as a result of a Change of Control of a Party (such Party, the “Acquired Party”)
      or the sale or other disposition of all or substantially all of the business or assets of a Party or its Affiliates to which this
      Agreement relates (such business or assets, the “Acquired Business”); provided that the resulting, surviving
      or transferee Person or acquirer of the Acquired Business (the “Acquiring Party”) (a) assumes all of the
      applicable obligations of the Acquired Party by operation of Law or by express assignment, as the case may be, and (b) delivers
      to the other Party, prior to or concurrently with the consummation of any transaction resulting in a Change of Control, an express
      acknowledgement regarding the limitations on the licenses granted hereunder to the Acquired Party as a result of such Change of
      Control or sale or disposition.

   

  Section 6.5.       Limitations on Change of Control. In
      the event of a Change of Control:

   

  (a)       where Company is the Acquired Party, the license granted to the
      Company Licensees of the SpinCo Licensed Patents set forth in
      Section 2.2 will be transferrable to, or assumable by, the Acquiring Party in whole or in part in accordance with
      Section 6.4, but shall become limited and shall not extend to any product or service or business of the Acquiring
      Party or its Affiliates that are sold, distributed, provided or otherwise commercialized at any time, if such product, service
      or business was commercialized or conducted prior to the date of the consummation of such Change of Control of Company; and

   

  (b)       where SpinCo is the Acquired Party, the licenses granted to the
      SpinCo Licensees of the Company Licensed Patents set forth in
      Section 2.1(a) and the Company Licensed 3M Proprietary Manufacturing IP set forth in Section 2.1(b) will
      be transferrable to, or assumable by, the Acquiring Party in whole or in part in accordance with Section 6.4, but
      shall become limited and shall not extend to any product or service or business of the Acquiring Party or its Affiliates that
      are sold, distributed, provided or otherwise commercialized at any time, if such product, service or business was commercialized
      or conducted prior to the date of the consummation of such Change of Control of SpinCo.

   

  Section 6.6.       Headings. The headings contained in
      this Agreement are inserted for convenience only and shall not be considered in
      interpreting or construing any of the provisions contained in this Agreement.

   

  
    11

    
      

    

  

   

  Section 6.7.       Entire Agreement. This Agreement
      (including the Schedules hereto) and the Transaction Documents (as defined in the
      SDA) constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements
      and understandings between the parties with respect to such subject matter; provided, however, for the sake of clarity,
      it is understood that this Agreement shall not supersede the terms and provisions of the SDA, which shall survive and remain in
      effect until expiration or termination thereof in accordance with its respective terms.

   

  Section 6.8.       Amendment. No provision of this
      Agreement may be amended or modified except by a written instrument signed by each
      of the parties hereto or thereto, as applicable. In addition, unless the Merger Agreement (as defined in the SDA) shall have been
      terminated in accordance with its terms, any such amendment or modification shall be subject to the written consent of Parent,
      which consent shall not be unreasonably withheld, conditioned or delayed.

   

  Section 6.9.       Waivers of Default. A waiver by a Party
      of any default by the other Party of any provision of this Agreement shall
      not be deemed a waiver by the waiving Party of any subsequent or other default. No failure or delay by a Party in exercising any
      right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof
      prejudice any other or further exercise thereof or the exercise of any other right, power or privilege. No waiver by any Party
      of any provision of this Agreement shall be effective unless explicitly set forth in writing and executed by the Party so waiving.
      In addition, unless the Merger Agreement shall have been terminated in accordance with its terms, any such waiver by SpinCo shall
      be subject to the written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

   

  Section 6.10.    Governing Law; Submission to Jurisdiction.
      This Agreement, and all claims, disputes, controversies or causes of action
      (whether in contract, tort, equity or otherwise) that may be based upon, arise out of or relate to this Agreement (including any
      schedule hereto) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy or
      cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement
      or as an inducement to enter into this Agreement) shall be governed by and construed in accordance with the Laws of the State
      of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other
      jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Each of the Company
      and SpinCo, on behalf of itself and the members of its Group agrees that any Action related to this Agreement shall be brought
      exclusively in the federal or state courts located in the state of Delaware. By executing and delivering this Agreement, each
      of the Parties irrevocably: (a) accepts generally and unconditionally submits to the exclusive jurisdiction of the Chosen
      Courts for any Action contemplated by this Section 6.10; (b) waives any objections which such Party may now or hereafter
      have to the laying of venue of any Action contemplated by this Section 6.10 and hereby further irrevocably waives
      and agrees not to plead or claim that any such Action has been brought in an inconvenient forum; (c) agrees that it will
      not attempt to deny or defeat the personal jurisdiction of the Chosen Courts by motion or other request for leave from any such
      court; (d) agrees that it will not bring any Action contemplated by this Section 6.10 in any court other than
      the Chosen Courts; (e) agrees that service of all process, including the summons and complaint, in any Action may be made
      by registered or certified mail, return receipt requested, to such Party at their respective addresses provided in accordance
      with Section 6.2 or in any other manner permitted by Law; and (f) agrees that service as provided in the preceding
      clause (e) is sufficient to confer personal jurisdiction over such Party in the Action, and otherwise constitutes effective
      and binding service in every respect. Each of the Parties agrees that a final judgment in any such Action in a Chosen Court as
      provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and each
      Party further agrees to the non-exclusive jurisdiction of the Chosen Courts for the enforcement or execution of any such judgment.

   

  
    12

    
      

    

  

   

  Section 6.11.    Specific Performance. In the event of any
      actual or threatened default in, or breach of, any of the terms, conditions
      and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific
      performance and injunctive or other equitable relief (on an interim or permanent basis) of their rights under this Agreement;
      provided that such relief shall not include the termination or revocation of any licenses granted hereunder. The Parties agree
      that the remedies at law for any breach or threatened breach, including monetary damages, may be inadequate compensation for any
      loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements
      for the securing or posting of any bond with such remedy are waived by each of the Parties. Nothing in this Section 6.11
      is intended to limit or waive the aggrieved Party’s ability to pursue any other remedy to which it is entitled.

   

  Section 6.12.    Waiver of Jury Trial. THE PARTIES HEREBY
      UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY
      JUDICIAL PROCEEDING IN ANY COURT RELATING TO ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH
      THIS AGREEMENT (INCLUDING ANY SCHEDULE HERETO) OR THE BREACH, TERMINATION OR VALIDITY OF SUCH AGREEMENTS OR THE NEGOTIATION, EXECUTION
      OR PERFORMANCE OF SUCH AGREEMENT. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM
      OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS. NO PARTY WILL SEEK
      TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR
      HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT
      BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 6.12. NO PARTY HAS IN
      ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 6.12 WILL NOT BE FULLY ENFORCED
      IN ALL INSTANCES.

   

  Section 6.13.    Severability. If any provision of this
      Agreement, or the application of any such provision to any Person or circumstance
      shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality
      or unenforceability shall not affect any other provision hereof. The Parties further agree that if any provision contained herein
      is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions
      necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and,
      to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held
      invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the Parties.

   

  
    13

    
      

    

  

   

  Section 6.14.    Counterparts. This Agreement may be
      executed in two or more counterparts (including by electronic or .pdf transmission),
      each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of
      any signature page by facsimile, electronic or .pdf transmission shall be binding to the same extent as an original signature
      page.

   

  Section 6.15.    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,”
      “clause,” “Exhibit” and “Schedule” are references to the Articles, Sections, paragraphs, clauses,
      Exhibits and Schedules of this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,”
      “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, including the Schedules
      and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including”
      and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise
      specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in
      writing” include in electronic form; (h) provisions shall apply, when appropriate, to successive events and transactions;
      (i) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in
      any way the meaning or interpretation of this Agreement; (j) the Company and SpinCo 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; and (k) a reference
      to any Person includes such Person’s successors and permitted assigns.

   

  Section 6.16.    Relationship of the Parties. Nothing
      contained herein shall be deemed to create a partnership, joint venture or similar
      relationship between the Parties. Neither Party is the agent, employee, joint venturer, partner, franchisee or representative
      of the other Party. Each Party specifically acknowledges that it does not have the authority to, and shall not, incur any obligations
      or responsibilities on behalf of the other Party. Notwithstanding anything to the contrary in this Agreement, each Party (and
      its officers, directors, agents, employees and members) shall not hold themselves out as employees, agents, representatives or
      franchisees of the other Party or enter into any agreements on such Party’s behalf.

   

  [Signature
        Page Follows]

   

  
    14

    
      

    

  

   

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

   

  	 	3M COMPANY
	 	 	 
	 	By:	       
			 Name:

            Title:
	 	 	 
	 	GARDEN SPINCO CORPORATION
	 	 	 
	 	By:	      
			 Name:

            Title: