RELATED PERSON TRANSACTIONS
tax-efficient transactions. Prior to March 31, 2019, Corteva, Inc. had engaged in no business operations and had no assets
or liabilities of any kind, other than those incident to its formation.
The Separation of Corteva was effectuated through a pro rata distribution of all of the
then-issued and outstanding shares of common stock, par value $0.01 per share, of Corteva, Inc., which was then a wholly owned subsidiary of DowDuPont, to holders of record of DowDuPont common stock as of the close of business on May 24, 2019
(the Distribution). On May 31, 2019, EID was contributed to Corteva and, as a result, Corteva, Inc. owns 100% of the outstanding common stock of EID. On June 1, 2019, DowDuPont completed the Separation, and Cortevas
common stock began trading on the New York Stock Exchange under the ticker symbol CTVA on June 3, 2019, the first business day after June 1, 2019.
DowDuPont Inc. changed its name to DuPont de Nemours, Inc. in connection with the Separation. With respect to this proxy statement, EID is referred to as Historical
DuPont with respect to events occurring prior to the Internal Reorganization.
In connection with the Corteva Separation and Distribution, Corteva entered into
certain agreements to effectuate the Separation, to provide for the allocation of assets, employees, liabilities, and obligations (including its investments, property, and employee benefits and tax-related
assets and liabilities) among the DuPont, Dow, and Corteva (together, the Parties and each a Party); and to provide a framework for business dealings between the parties following the Separation and Distribution. Descriptions
of these agreements are incorporated by reference from Our Relationship with New DuPont and Dow Following the Distribution in Exhibit 99.1 to the Companys Registration Statement on Form 10, dated May 6, 2019 and Item 1.01 of
the Companys Current Report on Form 8-K, dated June 3, 2019. All descriptions therein and below are qualified in their entirety by reference to the full text of such final, executed agreements filed
therewith.
Separation and Distribution Agreement. Effective April 1, 2019, the Parties entered into an agreement that sets forth, among other things,
the agreements among the Parties regarding the principal transactions necessary to affect the Distributions. It also sets forth other agreements that govern certain aspects of the Parties ongoing relationships after the completion of the
Distributions (the Corteva Separation Agreement), including the liabilities assumed and the release of claims and indemnification obligations between the Parties. For more information regarding the current liabilities and indemnification
obligations under this agreement, see Note 18 Commitments and Contingent Liabilities, to the Consolidated Financial Statements contained in our Annual Report.
Tax Matters Agreement. The Parties entered into an agreement effective as of April 1, 2019, as amended on June 1, 2019, that governs their respective
rights, responsibilities, and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and other matters regarding taxes.
Employee Matters Agreement. The Parties entered into an agreement that identifies employees and employee-related liabilities (and attributable assets) to be
allocated (either retained, transferred and accepted, or assigned and assumed, as applicable) to the Parties as part of the Distributions and describes when and how the relevant transfers and assignments would occur.
Intellectual Property Cross-License Agreements. Effective as of April 1, 2019 Corteva and Dow, and effective June 1, 2019 Corteva and DuPont, entered
into Intellectual Property Cross-License Agreements. The Intellectual Property Cross-License Agreements set forth the terms and conditions under which the applicable Parties may use in their respective businesses, following each of the
Distributions, certain know-how (including trade secrets), copyrights, and software, and certain patents and standards, allocated to another Party pursuant to the Corteva Separation Agreement.
Letter Agreement. DuPont and Corteva entered into a Letter Agreement on June 1, 2019. The Letter Agreement sets forth certain additional terms and
conditions related to the Separation, including certain limitations on each partys ability to transfer certain businesses and assets to third parties without assigning certain of such partys indemnification obligations under the Corteva
Separation Agreement to the other party to the transferee of such businesses and assets or meeting certain other alternative conditions. For more information regarding this agreement, see Note 18 Commitments and Contingent
Liabilities, to the Consolidated Financial Statements contained in our Annual Report.
Memorandum of Understanding. On January 22, 2021, Corteva,
DuPont, The Chemours Company (Chemours), and EID entered into a memorandum of understanding containing a settlement to resolve certain legal disputes originating
12 | Corteva 2021 Proxy Statement