Exhibit 10.4

   

  	Certain confidential information contained in this document, marked by brackets and asterisks ([* * *]),
            has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.


   

  

  
  
     

  

  
   

  FORM OF

   

  TRANSITIONAL TRADEMARK LICENSE AGREEMENT

   

  BY AND AMONG

   

  3M COMPANY,

   

  3M INNOVATIVE PROPERTIES COMPANY,

   

  NEOGEN CORPORATION

   

  AND

   

  GARDEN SPINCO CORPORATION

   

  DATED AS OF [        ]

   

  

  

  
  
     

  

  
  
     

    
      
 

  

  TABLE OF CONTENTS

   

  

  	Article 1 DEFINITIONS	2
	Section 1.1	 	Definitions	2
	 	 	 	 
	Article 2 LICENSE GRANT	4
	Section 2.1	 	Transitional Trademark License	4
	Section 2.2	 	Third Party Use	4
	Section 2.3	 	Transitional Domain Name Use	4
	 	 	 	 
	Article 3 QUALITY STANDARDS	5
	Section 3.1	 	Quality	5
	Section 3.2	 	Samples of Certain Licensed Products and Notice Regarding Quality	5
	 	 	 	 
	Article 4 USE OF LICENSED TRADEMARKS	5
	Section 4.1	 	Manner of Use	5
	Section 4.2	 	Restrictions on Use	6
	Section 4.3	 	Compliance with Law	6
	Section 4.4	 	Legend: No Confusion	6
	Section 4.5	 	Notice of Improper Use	6
	 	 	 	 
	Article 5 RIGHTS TO LICENSED TRADEMARKS	7
	Section 5.1	 	Company Ownership	7
	Section 5.2	 	Licensee Covenants	7
	Section 5.3	 	Company Covenants	7
	Section 5.4	 	Infringement; Enforcement	7
	 	 	 	 
	Article 6 DISCLAIMER of warranties; limitation of liability	8
	Section 6.1	 	DISCLAIMER OF WARRANTIES	8
	Section 6.2	 	LIMITATION OF LIABILITY	8
	 	 	 	 
	Article 7 INDEMNIFICATION	8
	Section 7.1	 	Licensee Indemnification	8
	Section 7.2	 	Indemnification Procedures	9
	 	 	 	 
	Article 8 TERM AND TERMINATION	9
	Section 8.1	 	Term	9
	Section 8.2	 	Termination	9
	Section 8.3	 	Effect of Termination	10
	 	 	 	 
	Article 9 MISCELLANEOUS	10
	Section 9.1	 	Notices	10
	Section 9.2	 	Assignment	11
	Section 9.3	 	Relationship of Parties	12
	Section 9.4	 	Incorporation of Certain Sections of the Separation Agreement	12
	 	 	 	 
	APPENDICES	 
	Appendix A	 	Combination Trademark	 
	Appendix B	 	Representative Elements of Company Trade Dress	 
	Appendix C	 	Transitional Domain Names	 


  

  

  
     

    
      
 

  

  
  TRANSITIONAL TRADEMARK LICENSE AGREEMENT

   

  This TRANSITIONAL TRADEMARK LICENSE AGREEMENT (this “Agreement”),
      dated as of [     ], 2022, is entered into by and between 3M Company (“Company”) and 3M Innovative Properties Company (“3M IPC”), both Delaware corporations, on the one hand, and Garden SpinCo Corporation, a Delaware corporation (“SpinCo”)
      and Neogen Corporation, a Michigan corporation (“Buyer”), on the other hand (collectively, the “Parties” and each individually, a “Party”). 3M IPC is a wholly owned subsidiary of 3M.

   

  RECITALS

   

  WHEREAS, Buyer, Company, SpinCo, and Nova RMT Sub, Inc., a Delaware
      corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), are parties to that certain Separation and Distribution Agreement, dated as of December 13, 2021 (the “Separation Agreement”), and that certain Agreement and Plan of
      Merger, dated as of December 13, 2021 (the “Merger Agreement” and, together with the Separation Agreement, the “Separation and Merger Agreements”);

   

  WHEREAS, pursuant to the Separation and Merger Agreements, (a) Company has
      agreed to transfer, and cause its Subsidiaries to transfer, to SpinCo, and SpinCo has agreed to assume from Company and its Subsidiaries, among others, the SpinCo Assets (the “Separation”), (b) in exchange for the transfer of the SpinCo Assets
      to SpinCo, Company will receive from SpinCo a distribution of all of the issued and outstanding shares of capital stock of SpinCo (the “Distribution”), and (c) shortly following the Distribution, Merger Sub has agreed to merge with and into
      SpinCo, with SpinCo as the surviving corporation of such merger (the “Merger”), in each case, pursuant to the terms and conditions of the Separation and Merger Agreements;

   

  WHEREAS, this Agreement is a “Transaction Document” pursuant to the
      Separation and Merger Agreements;

   

  WHEREAS, this Agreement is being entered into by the Parties (a) as a
      condition to the Closing and (b) as an accommodation of Buyer, Merger Sub and SpinCo in order to promote the orderly transition of the SpinCo Business, and to effectuate the orderly consummation of the transactions contemplated under the Separation
      and Merger Agreements;

   

  WHEREAS, Company owns, controls or has rights to, in or under certain
      Company Trademarks that relate to or are used in connection with the SpinCo Business that are not being assigned to Buyer pursuant to the Separation and Merger Agreements;

   

  WHEREAS, outside of the United States of America, 3M IPC is the exclusive
      licensor of such Licensed Trademarks;

   

  WHEREAS, in order for Buyer to continue to use certain Licensed Trademarks
      in connection with the Business during the applicable Term (as defined in Section 8.1), it is necessary to establish certain licenses to Trademarks among the Parties; and

  
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  WHEREAS, in light of the foregoing, Company and 3M IPC have agreed to
      grant license rights to Buyer to certain Company Trademarks to be used during a limited transition period.

   

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

   

  Article 1

        DEFINITIONS

   

  Section 1.1            Definitions. Capitalized terms
      used but not otherwise defined herein shall have the meanings ascribed thereto in the Separation and Merger Agreements. As used in this Agreement, the following terms shall have the following meanings:

   

  “3M IPC” has the meaning assigned in the preamble hereto.

   

  “Buyer” has the meaning assigned in the preamble hereto.

   

  “Change of Control” means with respect to any Person, (a) the
      sale of all or substantially all of the ownership interests in, or the assets of, such Person in a single transaction or a series of related transactions to one or more third parties, (b) any direct or indirect acquisition, consolidation or merger of
      such Person by, with or into any third party, or (c) any other corporate reorganization or single transaction or series of related transactions in which direct or indirect control of such Person is transferred to one or more third parties, including
      by transferring an excess of fifty percent (50%) of such Person’s voting power, shares or equity, through a merger, consolidation, tender offer or similar transaction to one or more third parties.

   

  “Closing Date” means the date of this Agreement.

   

  “Combination Trademarks” means (a) the Trademark set forth in Appendix
        1 to this Agreement and (b) other Trademarks consisting of any Company Trademark in combination with any Trademark included in the SpinCo Intellectual Property.

   

  “Company” has the meaning assigned in the preamble hereto.

   

  “Company Indemnified Party” means each of Company and its
      Affiliates and their respective equity holders, members, partners, agents, representatives, directors, officers, employees, successors and assigns.

   

  “Company Trade Dress” means the trade dress, look-and-feel and
      visual identity of Company and its Affiliates and their respective products and services used by Company or its Subsidiaries immediately prior to the date hereof in connection with the SpinCo Business, as set forth and described in Appendix A
      to this Agreement.

   

  “Distribution” has the meaning assigned in the recitals hereto.

  

  
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  “Licensee” means Buyer, SpinCo and each of their respective
      Affiliates.

   

  “Licensed Existing Products” means all products existing in
      inventory as of the Closing Date that were manufactured, marketed, promoted or sold by or on behalf of the SpinCo Business under the Licensed Trademarks as of the Closing Date.

   

  “Licensed Products” means all (a) Licensed Existing Products and
      (b) products similar in all material respects thereto that are manufactured, marketed, promoted or sold by or on behalf of the SpinCo Business by Licensee after the Closing Date. For clarity, “Licensed Products” shall include the Supported Products
      (as defined in the Transition Distribution Services Agreement) and the Products (as defined in the Transition Contract Manufacturing Agreement).

   

  “Licensed Trademarks” means the Company Trademarks used on or in
      connection with the Licensed Existing Products or the SpinCo Business immediately prior to the Closing Date, including (a) Company’s rights to “3M”, (b) the Combination Trademarks and (c) the Company Trade Dress.

   

  “Merger” has the meaning assigned in the recitals hereto.

   

  “Merger Agreement” has the meaning assigned in the recitals
      hereto.

   

  “Merger Sub” has the meaning assigned in the recitals hereto.

   

  “Parties” and “Party” have the meaning assigned in the
      preamble hereto.

   

  “Separation” has the meaning assigned in the recitals hereto.

   

  “Separation Agreement” has the meaning assigned in the recitals
      hereto.

   

  “Separation and Merger Agreements” has the meaning assigned in
      the recitals hereto.

   

  “SpinCo” has the meaning assigned in the preamble hereto.

   

  “Term” has the meaning set forth in Section 8.1.

   

  “Trademark Usage Guidelines” means the trademark usage guidelines
      available at [* * *], as may be reasonably modified in Company’s sole discretion from time to time upon reasonable notice to Buyer.

   

  “Transitional Domain Names” means the domain names set forth in Appendix
        C to this Agreement.

   

  Article 2

        LICENSE GRANT; TRANSITIONAL DOMAIN NAME USE

   

  Section 2.1            Transitional Trademark License.

   

  (a)            Subject to the terms and conditions of this Agreement,
      Company and 3M IPC, on behalf of themselves and their Subsidiaries, grant to Licensee a worldwide, royalty-free, non-exclusive, non-sublicensable and non-assignable (except as set forth in Section 9.2) license, during the Term, to use the
      Licensed Trademarks solely in connection with the marketing, promotion, distribution and sale (or having sold) of the Licensed Products (and on related promotional materials and literature, as set forth in Article 4); provided that
      such uses shall be solely in substantially the same manner used by the SpinCo Business as of the Closing Date and in connection with Licensee’s transition from the Licensed Trademarks; provided further that Licensee uses commercially
      reasonable efforts to minimize use of such Licensed Trademarks.

  
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  (b)           All rights not expressly granted herein are reserved by the
      Company. Without limiting the foregoing, (i) no use of the Licensed Trademarks shall be permitted except as provided in this Agreement, (ii) no rights to any other Trademarks are granted and (iii) no use of any Licensed Trademark shall be permitted
      on any product manufactured, marketed, promoted or sold by or on behalf of the SpinCo Business that is not a Licensed Product.

   

  Section 2.2           Third Party Use. Licensee may permit
      Licensee’s suppliers, distributors, resellers, consultants, independent contractors or other service providers to use the Licensed Trademarks solely in connection with the marketing, promotion, distribution and sale of the Licensed Products (and on
      related promotional materials and literature, as set forth in Article 4) in the ordinary course of business consistent with past practice of the SpinCo Business, solely for the purpose of performing services for or on behalf of Licensee,
      including as may be necessary under or required by any SpinCo Contract; provided that Licensee shall be responsible for any use of the Licensed Trademarks by any such Persons, and any action or omission of such Persons that would constitute a
      breach of this Agreement if committed by Licensee shall be deemed a breach of this Agreement by Licensee.

   

  Section 2.3            Transitional Domain Name Use. As
      soon as reasonably practicable after the Closing Date, the Parties will make arrangements to automatically redirect, during the Term, website visitors to the Transitional Domain Names to a domain name selected by Licensee, and Licensee shall ensure
      that there appear, prominently placed on the landing page of such domain name, language to be agreed between the Parties describing the relationship between Company and Licensee that is intended to avoid consumer confusion as to the identity of the
      Parties and the products and serviced provided thereby; provided that such language shall include a readily observable language describing Licensee’s arrangement with Company with respect to the Transitional Domain Names and Licensee’s right
      to use the Licensed Trademarks as a licensee.

   

  Article 3

        QUALITY STANDARDS

   

  Section 3.1           Quality. Licensee recognizes the
      importance to Company of Company’s reputation and goodwill, and to the public of maintaining high, uniformly applied standards of quality in the manufacture of products bearing the Licensed Trademarks. In connection with the rights granted to
      Licensee under Section 2.1(a), Licensee (a) undertakes and agrees to use the Licensed Trademarks in accordance with the Trademark Usage Guidelines and this Agreement, (b) shall ensure that Licensed Products are at least of equal quality to
      the equivalent products marketed, distributed, sold or offered for sale by Company prior to the Closing Date, in which case such Licensed Products shall be deemed to comply with this Section 3.1 and (c) agrees not to engage in any business,
      activity, conduct, act or omission under or in association with the Licensed Trademarks that would tarnish, degrade, disparage or reflect adversely on Company, its Affiliates or their respective businesses or reputations, or the Licensed Trademarks‎.
      Licensee shall, in a manner consistent with Licensee’s business practices, monitor the quality of all Licensed Products to ensure that they meet the requirement in the foregoing (b). Licensee will promptly make records of such monitoring and quality
      control practices available to Company for inspection upon reasonable request. Licensee will not market under the Licensed Trademarks any Licensed Products that are not in compliance with this provision.

  

  
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  Section 3.2            Samples of Certain Licensed Products and
          Notice Regarding Quality. Licensee agrees to furnish to Company, from time to time as requested, representative samples of Licensed Products (other than Licensed Existing Products) to which it affixed the Licensed Trademarks. If at any
      time, any Licensed Products (other than Licensed Existing Products) made or assembled by or for Licensee and bearing the Licensed Trademarks shall, in the reasonable opinion of Company, fail to conform in any material respect to the requirement set
      forth in Section 3.1(b), Company shall give Licensee notice of such failure. Licensee shall, as soon as reasonably practicable given the circumstances, employ commercially reasonable efforts to cure such failure. If the Licensee is unable to
      cure, or fails to make diligent progress towards curing in Company’s reasonable and good faith discretion, such failure within thirty (30) days after such notice, Licensee shall immediately thereafter remove the Licensed Trademarks from all such
      non-conforming Licensed Products in its possession at its own cost. Subject to Section 8.2, Licensee may resume the marketing and sale of such Licensed Products after written notice from Company that all material failures previously
      identified with respect to such products have been cured.

   

  Article 4

        USE OF LICENSED TRADEMARKS

   

  Section 4.1            Manner of Use. Licensee’s use of
      the Licensed Trademarks on (a) the product packaging and printed material relating to the Licensed Products and (b) its advertising and marketing (including online) and other product literature for the Licensed Products shall, in each case of the
      foregoing clauses (a) and (b), be in a manner that is substantially consistent with those materials and literature used by Company or its Subsidiaries in connection with the Licensed Products as of the Closing Date. All uses of the Licensed
      Trademarks shall conform to the Company’s Trademark Usage Guidelines, unless prior written approval for an alternative format is obtained from Company. Uses of the Licensed Trademarks on Licensed Products in a manner substantially identical to the
      use of such Licensed Trademarks on Licensed Existing Products immediately prior to the Closing Date shall be deemed to comply with this Section 4.1.

   

  Section 4.2            Restrictions on Use.  Licensee
      shall not knowingly use the Licensed Trademarks in a manner that would reasonably be expected to be detrimental to the value of or goodwill symbolized by the Licensed Trademarks or that is reasonably likely to injure, harm or reflect unfavorably on
      the reputation of Company or its Affiliates, including in any manner that would reasonably be expected to tarnish, dilute or result in any security interest or lien on the Licensed Trademarks. In no event shall Licensee use or register (or permit the
      use or registration of) the Licensed Trademarks, or any Trademark confusingly similar thereto, as part of a legal entity name, trade name, domain name or any other type of name or authorize others to do so or as part of any combination of marks,
      sub-branding or co-branding (e.g., Company/Licensee, Licensee/Company or any other combination of Company and Licensee).

  

  
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    Section 4.3            Compliance with Law. Licensee will ensure that all
        of its business practices and operations, including its advertising, marketing and other materials, comply with all legal and regulatory requirements in all applicable jurisdictions throughout the world and with best industry standards and
        practices, and do not violate any third parties’ rights.

  
  

   

  Section 4.4            Legend: No Confusion. Licensee shall use legends,
      notices and markings (including the symbols TM or ®, as applicable) in connection with the Licensed Trademarks as may be required by applicable Law or otherwise as reasonably requested by Company (including a legend to indicate that the Licensed
      Trademarks are owned by Company and are used under license therefrom). In any event, Licensee shall always describe the Licensed Trademarks in a manner so as to indicate clearly that they are Trademarks of Company and shall otherwise ensure that its
      use of the Licensed Trademarks is not likely to cause confusion, mistake or deception as to the source, affiliation, sponsorship or endorsement between Licensee and Company or their respective products or services.

   

  Section 4.5            Notice of Improper Use. If at any
      time Licensee’s use of Licensed Trademarks fails to comply with the applicable Trademark Usage Guidelines or any other provisions of this Agreement, in each case in any material respect, Company shall provide notice to Licensee and Licensee shall
      conform to such usage guidelines or provisions within thirty (30) days of such notice; provided that if such material non-compliance is not remedied and Licensee is not making diligent progress towards remedying in Company’s reasonable and
      good faith discretion, such material non-compliance following expiration of such thirty (30) day period, then Licensee’s right to the applicable Licensed Trademark shall be suspended until such material non-compliance is remediated.

   

  Article 5

        RIGHTS TO LICENSED TRADEMARKS

   

  Section 5.1            Company Ownership.  As between the
      Parties, Licensee acknowledges the enforceability of the Licensed Trademarks and Company’s sole and exclusive ownership thereof and agrees that any and all rights and goodwill that might be acquired by the use of the Licensed Trademarks by a Licensee
      shall inure to the sole benefit of Company, who shall retain all right, title and interest associated with such Licensed Trademarks. Notwithstanding the foregoing, to the extent a Licensee is deemed to have acquired any ownership rights or goodwill
      in or to the Licensed Trademarks at any time, Licensee hereby assigns such rights to Company or its designee for no consideration. Licensee agrees to fully cooperate with Company in registering and maintaining the Licensed Trademarks at Company’s
      election and expense.

   

  Section 5.2            Licensee Covenants.  Licensee
      agrees not to (a) adopt, seek to register, file or prosecute any application or other filing, in any jurisdiction, for any Licensed Trademark, or any Trademark confusingly similar thereto or dilutive thereof, no matter in what language or characters
      it may appear, (b) use or permit any third party to use the Licensed Trademarks in any modified form or in combination with any other mark, logo or name, in each case without the Company’s prior written consent or (c) engage in or assist with any act
      that challenges the validity, enforceability or ownership by Company of the Licensed Trademarks or could otherwise adversely affect the enforceability of or title to any rights of Company in or to the Licensed Trademarks. Company has the sole right
      (but not the obligation) to file, prosecute until registration, maintain and renew all Licensed Trademarks.

  

  
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  Section 5.3            Company Covenants.  Company shall,
      and shall cause each of its Affiliates, (a) not to use, display, seek to register, file or prosecute any application or other filing, in any jurisdiction, or license to or otherwise allow any Person to do any of the foregoing, for the Combination
      Trademarks during the Term or at any time thereafter, in each case without Licensee’s prior written consent, (b) abandon registrations and applications for the Combination Trademarks as soon as reasonably practicable following the Term or earlier if
      requested by Licensee, and (c) provide documentation to Licensee evidencing the foregoing (b) promptly following such abandonment.

   

  Section 5.4           Infringement; Enforcement. Licensee shall provide prompt written notice to Company of any infringement, misappropriation or other violation of the Licensed Trademarks by a third party of which it becomes aware or of any claim that comes to
        Licensee’s attention alleging that the Licensed Trademarks infringe, misappropriate or otherwise violate the Intellectual Property Rights of a third party, and provide Company with any reasonable information and assistance that Company may require
        in connection with any of the foregoing. Licensee shall provide reasonable cooperation in enforcing the Licensed Trademarks at Company’s request and expense, and agrees to be joined as a necessary party to any action. Company shall be entitled to
        retain all proceeds of such action and shall make the relevant Licensee whole for reasonable litigation fees and expenses relating to such enforcement. Company retains the sole right to defend, enforce and litigate the Licensed Trademarks and
        control any related legal proceeding and in no event may either Licensee take any action against a third party, nor make any admission, concession or settlement, with respect to the Licensed Trademarks, without Company’s prior written consent.
        Nothing contained in this Agreement shall be construed as requiring Company to initiate or prosecute actions or suits against third parties for infringement, misappropriation or other violation of any of the Licensed Trademarks or defend any
        actions or suits brought by a third party in connection with any of the Licensed Trademarks.

   

  Article 6

        DISCLAIMER of warranties; limitation of liability

   

  Section 6.1           DISCLAIMER OF WARRANTIES. EXCEPT AS
      EXPRESSLY PROVIDED IN THE Separation and Merger Agreements, NO EXPRESS OR IMPLIED WARRANTIES ARE GIVEN BY COMPANY OR ITS AFFILIATES WITH RESPECT TO THE LICENSED TRADEMARKS OR ANY OTHER MATTER OR SUBJECT
      ARISING OUT OF THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR REGARDING THE VALIDITY, REGISTRABILITY, SCOPE,
      ENFORCEABILITY OR NON-INFRINGEMENT OF ANY LICENSED TRADEMARKS SUBJECT TO THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSEE ACKNOWLEDGES THAT THE LICENSES GRANTED IN THIS AGREEMENT AND THE LICENSED TRADEMARKS ARE PROVIDED “AS
      IS.”

  

  
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  Section 6.2           LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL A PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY WAY
        RELATED TO OR ARISING FROM THIS AGREEMENT OR THE LICENSED TRADEMARKS, UNDER ANY THEORY OF LAW, INCLUDING CONTRACT, TORT OR STRICT LIABILITY, WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

   

  Article 7

        INDEMNIFICATION

   

  Section 7.1           Licensee Indemnification.  Buyer or
      SpinCo (as applicable) shall indemnify, defend and hold harmless the Company Indemnified Parties from and against all Losses incurred by any of them based upon or arising out of or in connection with (a) a breach by Licensee of this Agreement, (b)
      any actual or threatened claim from a third party associated with or arising from (i) any gross negligence or willful misconduct by Buyer, SpinCo or their respective Affiliates in connection with this Agreement or (ii) the manufacture, use, sale or
      other disposition by Buyer, SpinCo or their respective Affiliates of Licensed Products bearing the Licensed Trademarks, except for Losses arising out of or in connection with (A) any actual or threatened claim of infringement of Intellectual Property
      Rights of a third party by the use of the Licensed Trademarks as permitted under this Agreement, or (B) Buyer, SpinCo or their respective Affiliates’ failure to comply with any applicable Laws in connection with this Agreement.

   

  Section 7.2           Indemnification Procedures. Company Indemnified Party shall promptly provide Licensee with notice of the applicable claim; provided that the failure of the Company Indemnified Party to undertake such actions shall not relieve Licensee of
        any obligation it may have to defend or indemnify, except and only to the extent that such Licensee’s ability to fulfill such obligation has been actually and materially prejudiced thereby. If Licensee, within a reasonable time after receipt of
        such notice, should fail to assume full responsibility for the claim, the Company Indemnified Party shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle, the claim on behalf, for the account, and at
        the risk of, Licensee. Licensee shall permit the Company Indemnified Party to participate in its own defense with its own counsel at its own expense. If the Company Indemnified Party elects to participate in its own defense, Licensee shall agree to
        consider in good faith the views of the Company Indemnified Party and its counsel and to keep the Company Indemnified Party and its counsel reasonably informed of the progress of the defense, litigation, arbitration, or settlement discussions
        relating to such claims, subject to a joint-defense agreement between the Company Indemnified Party and Licensee. Licensee shall not settle or compromise any claims against a Company Indemnified Party without the Company Indemnified Party’s prior
        written consent (which consent shall not be unreasonably withheld or delayed), unless such settlement or compromise: (a) includes an unconditional release of the Company Indemnified Party from all liability arising out of such claims; (b) is solely
        monetary in nature; and (c) does not include remedial or equitable measures or relief (including any injunction), a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of, the Company Indemnified Party or
        otherwise materially adversely affect the Company Indemnified Party. Licensee shall not be responsible for any settlement made by the Company Indemnified Party without such Licensee’s written permission.

  

  
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  Article 8

        TERM AND TERMINATION

   

  Section 8.1            Term.  Unless terminated sooner as
      provided herein, this Agreement will automatically terminate six (6) months after the expiration or earlier termination of the Transition Distribution Services Agreement (such period, the “Term”).

   

  Section 8.2            Termination. Company may terminate this Agreement:

   

  (a)            subject to Section 4.5, if a Licensee materially
      breaches the terms of this Agreement and such breach is not cured within thirty (30) days after notice thereof (except to the extent that such breach is not reasonably capable of being cured, in which case the license may be terminated immediately
      upon written notice from Company); provided that, to the extent that Licensee’s material breach relates to the quality or manufacture of a Licensed Product, or Licensee’s use of a Licensed Trademark, this Agreement shall terminate in part
      only with respect to those Licensed Trademarks and Licensed Products that are the subject of such material breach, and this Agreement shall otherwise remain in effect;

   

  (b)           if at any time and to the extent the license granted under
      this Agreement is no longer permitted under applicable Law; or

   

  (c)           if Licensee becomes or is adjudicated insolvent, is unable
      to meet or has ceased paying all of its payment obligations as they generally become due, or is subject to any insolvency proceeding, or makes an assignment for the benefit of creditors or is subject to receivership, conservatorship or liquidation.

   

  Section 8.3            Effect of Termination

   

  (a)           Upon termination of this Agreement, the licenses set forth
      herein shall terminate immediately and Licensee shall refrain immediately from all further use of the Licensed Trademarks, and shall not distribute, sell or otherwise dispose of any product or service, or related materials or literature, bearing any
      Licensed Trademarks provided, however, that, for a period of three (3) months following the end of the Term, Licensee shall be permitted to remove or obfuscate the Licensed Trademarks from, or otherwise dispose or sell of its
      inventory of, Licensed Products that (i) bear a Licensed Trademark and (ii) were manufactured in the ordinary course of business prior to such expiration or earlier termination of this Agreement. The provisions of this Section 8.3 shall apply
      mutatis mutandis for any termination in part of this Agreement, but solely with respect to those Licensed Trademarks that are the subject of such termination.

   

  (b)           The Parties’ rights and obligations set forth in the
      following Articles shall survive the expiration or earlier termination of this Agreement: Article 1 (Definitions), Section 5.1 (Company Ownership), Article 6 (Disclaimer of Warranties; Limitation on Liability), Article 7
      (INDEMNIFICATION), Section 8.3 (Effect of Termination) and Article 9 (MISCELLANEOUS).

  

  
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  Article 9

        MISCELLANEOUS

   

  Section 9.1          Notices.  All notices or other
      communications to be delivered in connection with this Agreement shall be in writing and shall be deemed to have been properly delivered, given and received (a) on the date of delivery if delivered by hand during normal business hours of the
      recipient during a Business Day, otherwise on the next Business Day, (b) on the date of successful transmission if sent via facsimile during normal business hours of the recipient during a Business Day, otherwise on the next Business Day, or (c) on
      the date of receipt by the addressee if sent by a nationally recognized overnight courier or by registered or certified mail, return receipt requested, if received on a Business Day, otherwise on the next Business Day. Such notices or other
      communications must be sent to each respective Party at the address or facsimile number set forth below (or at such other address or facsimile number as shall be specified by a Party in a notice given in accordance with this Section 9.1):

   

  If to Company:

  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

  

  
    10 

    
      
 

  

  

  If to Licensee:

  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

   

  Section 9.2            Assignment. This Agreement and the rights hereunder shall be fully assignable, in whole or in part, by Company or 3M IPC without the prior written consent of Licensee in connection with the sale, transfer or assignment of all or
        substantially all of their respective Licensed Trademarks to the applicable assignee of such Licensed Trademarks; provided that the assignee of such Licensed Trademarks agrees to be bound by the terms of this Agreement (as the same may be
        amended from time to time) and assumes all of Company’s or 3M IPC’s obligations under this Agreement, as applicable. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated, in whole or in part
        by Licensee, without the prior written consent of Company which consent may be granted or withheld in Company’s sole discretion (and any purported assignment or delegation in contravention of this Section 9.2 shall be null and void and of
        no force and effect). Upon a Change of Control of a Licensee, this Agreement shall immediately and automatically terminate with respect to such Licensee only, unless such Licensee has obtained prior written consent to such Change of Control from
        Company. Subject to the preceding sentences of this Section 9.2, this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the Parties and their respective successors and permitted assigns.

   

  Section 9.3            Relationship of Parties. Nothing contained in this Agreement will be deemed or construed as creating a joint venture or partnership between the Parties hereto. No Party is by virtue of this Agreement authorized as an agent, employee or legal
        representative of the other Party. No Party will have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors with respect to each other. No Party
        will have any power or authority to bind or commit the other Party. No Party will hold itself out as having any authority or relationship in contravention of this Section 9.3.

  

  
    11 

    
      
 

  

  

  Section 9.4            Incorporation of Certain Sections of the
          Separation Agreement. The following provisions of the Separation Agreement shall apply to this Agreement, mutatis mutandis, and are hereby incorporated herein by reference: Section 9.1 (Corporate
        Power; Facsimile Signatures), Section 9.3 (Governing Law; Submission to Jurisdiction), Section 9.5 (Headings), Section 9.6 (Entire Agreement), Section 9.7 (Amendment), Section 9.8 (Waivers of Default), the last sentence of Section 9.9 (Assignment;
        No Third-Party Beneficiaries), Section 9.10 (Specific Performance), Section 9.11 (Waiver of Jury Trial), Section 9.12 (Severability), Section 9.13 (Counterparts), Section 9.14 (Force Majeure), and Section 9.17 (Rules of Construction); provided
        that (a) the “Parties” shall be deemed to refer to the Parties hereto; (b) “this Agreement” and “Transaction Document” shall be deemed to refer to this Agreement; and (c) different sections of the Separation
          Agreement in Section 9.9 of the Separation Agreement shall be deemed to refer to Article 7 of this Agreement.

   

  [SIGNATURE PAGES FOLLOW]

   

  
    12 

    
      
 

  

  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.

   

  	 	
          COMPANY

          

        	 
	 	 	 
	 	3M COMPANY	 
	 	 	 
	 	By:		 
	 	 	Name:	 
	 	 	Title:	 


   

  

  	 	3M INNOVATIVE PROPERTIES COMPANY	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


  

   

  
     

    
      
 

  

  	 	BUYER 	 
	 	 	 
	 	NEOGEN CORPORATION	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


  

   

  	 	SPINCO 	 
	 	 	 
	 	GARDEN SPINCO CORPORATION	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title: