AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, CHARM MERGER SUB, INC. and AMBRX BIOPHARMA, INC. Dated as of January 5, 2024Merger Agreement • January 8th, 2024 • Ambrx Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 5, 2024 by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Charm Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Ambrx Biopharma, Inc., a Delaware corporation (the “Company”).
AMBRX BIOPHARMA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 12th, 2023 • New Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [●], 2023, by and between Ambrx Biopharma, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 1st, 2023 • Ambrx Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 1, 2023, amends and restates in its entirety that certain Amended and Restated Executive Employment Agreement, dated as of October 11, 2023 (the “Prior Employment Agreement”), by and between Ambrx, Inc., a Delaware corporation (the “Company”) and Daniel J. O’Connor (“Executive”), and is made effective as of December 1, 2023 (the “Effective Date”), by and between the Company and Executive. Each of the Company and Executive is a “Party,” and collectively, they are the “Parties.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 12th, 2023 • Ambrx Biopharma, Inc. • Biological products, (no disgnostic substances)
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 11, 2023 (the “Effective Date”), by and among Ambrx Biopharma Inc., a Cayman Islands exempted company (“Ambrx”), New Ambrx Biopharma Inc., a Delaware corporation (“Parent”), and Ambrx Merger Sub Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Parent (“Merger Sub”, together with Ambrx and Parent, the “Parties” and each, a “Party”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 12th, 2023 • New Ambrx Biopharma Inc. • Biological products, (no disgnostic substances) • California
This Amended and Restated Executive Employment Agreement (“Agreement”) amends and restates in its entirety that certain Executive Employment Agreement, dated as of [DATE] (the “Previous Employment Agreement”), by and between Ambrx, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Executive”), and is made effective as of [DATE], 2023 (“Effective Date”), by and between the Company and the Executive (collectively, the “Parties”, and individually, a “Party”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 12th, 2023 • Ambrx Biopharma, Inc. • Biological products, (no disgnostic substances) • California
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October 11, 2023, amends and restates in its entirety that certain Executive Employment Agreement, dated as of June 4, 2021, as amended by that certain side letter agreement, dated March 8, 2022 (the “Prior Employment Agreement”), by and between Ambrx, Inc., a Delaware corporation (the “Company”) and Sonja Nelson (“Executive”), and is made effective as of October 11, 2023 (the “Effective Date”), by and between the Company and Executive. Each of the Company and Executive is a “Party,” and collectively, they are the “Parties.”
