Embecta Corporation

03/28/2024 | Press release | Distributed by Public on 03/28/2024 15:24

Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement

On March 28, 2024, Embecta Corp. ("Embecta") entered into (i) a second amendment (the "TSA Amendment") to the Transition Services Agreement (as amended, the "TSA"), dated as of March 31, 2022 and previously amended as of July 1, 2022 by and between Embecta and Becton, Dickinson and Company ("BD"), and (ii) a second amendment (the "LSA Amendment") to the Logistics Services Agreement (as amended, the "LSA"), dated January 1, 2022 and previously amended as of November 20, 2023, by and between Embecta and BD. Pursuant to the TSA and the LSA, originally entered into in connection with the spin-off of the diabetes care business of BD into Embecta, a newly formed company, Embecta and BD and their respective affiliates provide each other, on an interim, transitional basis, various services, including, but not limited to, information technology, procurement, quality and regulatory affairs, medical affairs, tax and treasury services, distribution logistics, and shared services infrastructure support for order-to-cash, source-to-pay, and record-to-report (collectively, the "Interim Business Continuity Processes"). Under the TSA Amendment and the LSA Amendment, BD granted Embecta, among other things, a limited extension until November 1, 2024 of certain services in a limited set of markets to support the Interim Business Continuity Processes.
The foregoing description of the TSA Amendment and the LSA Amendment is a summary qualified in its entirety by reference to the full and complete terms of the TSA and LSA, filed as Exhibits 10.1, 10.2, 10.22 and 10.23, respectively, to Embecta's Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as filed with the Securities and Exchange Commission on November 29, 2023, and the TSA Amendment and LSA Amendment, which are filed hereto as Exhibits 10.1 and 10.2, respectively, and incorporated in this Item 1.01 by reference.