AmongAgreement and Plan of Merger • December 20th, 2004 • Johnson & Johnson • Pharmaceutical preparations • Indiana
INSTRUCTIONSSubscription Agreement • January 27th, 1998 • Johnson & Johnson • Pharmaceutical preparations
STOCKHOLDER AGREEMENT dated as of January 15, 2003, (this "Agreement"), among JOHNSON & JOHNSON, a New Jersey corporation ("Parent"), and the individuals and other parties listed on Schedule A attached hereto (each, a "Stockholder" and, collectively,...Stockholder Agreement • January 27th, 2003 • Johnson & Johnson • Pharmaceutical preparations • Delaware
FORM 10-K/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 ORRights Agreement • March 14th, 2001 • Johnson & Johnson • Pharmaceutical preparations
CONFORMED COPY AGREEMENT AND PLAN OF MERGER Dated as of January 26, 2001Agreement and Plan of Merger • February 5th, 2001 • Johnson & Johnson • Pharmaceutical preparations • Delaware
RECITALSStock Option Agreement • June 2nd, 1997 • Johnson & Johnson • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, ATHOS MERGER SUB, INC. and ABIOMED, INC. Dated as of October 31, 2022Agreement and Plan of Merger • November 1st, 2022 • Johnson & Johnson • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 31, 2022 by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Athos Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and ABIOMED, Inc., a Delaware corporation (the “Company”).
ARTICLE IJohnson & Johnson • October 16th, 1997 • Pharmaceutical preparations • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of November 14, 2005 Among JOHNSON & JOHNSON, SHELBY MERGER SUB, INC. And GUIDANT CORPORATIONAgreement and Plan of Merger • November 18th, 2005 • Johnson & Johnson • Pharmaceutical preparations • Indiana
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 14, 2005, among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), SHELBY MERGER SUB, INC., an Indiana corporation and a wholly owned Subsidiary of Parent (“Sub”), and GUIDANT CORPORATION, an Indiana corporation (the “Company”).
ContractRegistration Rights Agreement • May 8th, 2023 • Johnson & Johnson • Pharmaceutical preparations • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 3, 2023, between Johnson & Johnson, a New Jersey corporation (“J&J”), and Kenvue Inc., a Delaware corporation (the “Company”).
JOHNSON & JOHNSON UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT) February 16, 2023Underwriting Agreement • February 16th, 2023 • Johnson & Johnson • Pharmaceutical preparations
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
February 22, 2001 Amended and Restated Agreement and Plan of Merger, Dated as of January 26, 2001, Among Johnson & Johnson, HP Merger Sub, Inc. and Heartport, Inc. Ladies and Gentlemen: We have acted as counsel for Johnson & Johnson, a New Jersey...Johnson & Johnson • February 22nd, 2001 • Pharmaceutical preparations
AND UNITED STATES TRUST COMPANY OF NEW YORK, as TrusteeJohnson & Johnson • November 19th, 1999 • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER between JOHNSON & JOHNSON, KITE MERGER SUB, INC. and COUGAR BIOTECHNOLOGY, INC. dated as ofAgreement and Plan of Merger • May 29th, 2009 • Johnson & Johnson • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of May 21, 2009, is by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Kite Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Cougar Biotechnology, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meaning ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise.
EXHIBIT 10.2 EXECUTION COPY STOCKHOLDER AGREEMENT dated as of May 21, 1997, among JOHNSON & JOHNSON, a New Jersey corporation ("Parent"), and the individuals and other parties listed on Schedule A attached hereto (each, a "Stockholder" and,...Stockholder Agreement • June 2nd, 1997 • Johnson & Johnson • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER among JOHNSON & JOHNSON SAMSON ACQUISITION CORP. and SYNTHES, INC. Dated as of April 26, 2011Agreement and Plan of Merger • May 2nd, 2011 • Johnson & Johnson • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2011 (this “Agreement”), among JOHNSON & JOHNSON, a New Jersey Corporation (“Parent”), SAMSON ACQUISITION CORP., a Delaware Corporation and wholly owned subsidiary of Parent (“Merger Sub”), and SYNTHES, INC., a Delaware corporation (the “Company”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 29th, 2009 • Johnson & Johnson • Pharmaceutical preparations • Delaware
TAX MATTERS AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of May 3, 2023Tax Matters Agreement • May 8th, 2023 • Johnson & Johnson • Pharmaceutical preparations • Delaware
TAX MATTERS AGREEMENT dated as of May 3, 2023 (this “Agreement”) by and between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and KENVUE INC., a Delaware corporation (“Kenvue” and together with J&J, the “Parties”).
SEPARATION AGREEMENT by and between JOHNSON & JOHNSON and KENVUE INC. Dated as of May 3, 2023Separation Agreement • May 8th, 2023 • Johnson & Johnson • Pharmaceutical preparations • Delaware
SEPARATION AGREEMENT, dated as of May 3, 2023, by and between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and KENVUE INC., a Delaware corporation (“Kenvue”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
JOHNSON & JOHNSONNonqualified Stock Option Award Agreement • April 28th, 2023 • Johnson & Johnson • Pharmaceutical preparations • California
WWID # Total Shares: Scheduled Vesting Date(s): the date(s) set forth in the table below (each, a “Scheduled Vesting Date”) Purchase Price Per Share:
To: Goldman, Sachs & Co. (the “Seller”)Johnson & Johnson • June 12th, 2012 • Pharmaceutical preparations
In consideration of the Seller entering into the Cover Letter for Accelerated Share Repurchase dated as of June 12, 2012 (together with the Schedule of Standard Terms and Conditions attached thereto as Annex I, the “Agreement”) with Janssen Pharmaceutical, a company organized under the laws of Ireland and acting on its own behalf and not as an agent of any other entity (the “Company”), and in place of Seller conducting full financial diligence on the Company that would require significant lead time, Johnson & Johnson (“the undersigned”), for itself, its successors and its permitted assigns, hereby makes the following guaranty for the benefit of the Seller and its successors and permitted assigns:
ContractAgreement and Plan of Merger • January 12th, 2006 • Johnson & Johnson • Pharmaceutical preparations • Indiana
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of January 11, 2006, by and among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), SHELBY MERGER SUB, INC., an Indiana corporation and a wholly owned Subsidiary of Parent (“Sub”), and GUIDANT CORPORATION, an Indiana corporation (the “Company”).
Confidential Execution CopyShareholder Agreement • September 17th, 2010 • Johnson & Johnson • Pharmaceutical preparations
Omrix Biopharmaceuticals, Inc. 1120 Avenue of the Americas 4th Floor New York, NY 10036Johnson & Johnson • November 25th, 2008 • Pharmaceutical preparations • Delaware
This letter agreement is in reference to the employment agreement between you and Omrix Biopharmaceuticals, Inc. (the “Company”), dated as of the 20th day of March 2006 (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Whitewater Acquisition Corp., a wholly-owned subsidiary of Parent (“Sub”), and the Company propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement) as a result of the Merger (as defined in the Merger Agreement). As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment Agreement and any other agreement between you and the Company that provi
AMONGConfidentiality Agreement • October 9th, 1998 • Johnson & Johnson • Pharmaceutical preparations • Delaware
ContractPhase-Out License Agreement • May 8th, 2023 • Johnson & Johnson • Pharmaceutical preparations • Delaware
TRADEMARK PHASE-OUT LICENSE AGREEMENT dated as of April 3, 2023 (this “Agreement”), by and between JOHNSON & JOHNSON, a New Jersey corporation (“J&J”), and JOHNSON & JOHNSON CONSUMER INC. (“JJCI”). J&J and JJCI may be referred to herein individually as a “Party” and collectively as the “Parties”.
Omrix Biopharmaceuticals, Inc. 1120 Avenue of the Americas 4th Floor New York, NY 10036Johnson & Johnson • November 25th, 2008 • Pharmaceutical preparations • Delaware
This letter agreement is in reference to the employment agreement between you and Omrix Biopharmaceuticals, Inc. (the “Company”), dated as of January 1, 2008 (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation. (“Parent”). Whitewater Acquisition Corp., a wholly owned subsidiary of Parent (“Sub”), and the Company propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement) as a result of the Merger (as defined in the Merger Agreement). As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment Agreement and any other agreement between you and the Company that provides for se
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • December 22nd, 2022 • Johnson & Johnson • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 22, 2022 (this “Agreement”), is entered into by and between Johnson & Johnson, a New Jersey corporation (“Parent”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (the “Rights Agent”).
JOHNSON & JOHNSON 2022 LONG-TERM INCENTIVE PLAN GLOBAL PERFORMANCE SHARE UNIT AWARD AGREEMENTGlobal Performance Share Unit Award Agreement • April 28th, 2023 • Johnson & Johnson • Pharmaceutical preparations • California
WWID # Target Number of PSUs: Grant Date: Performance Period: Scheduled Vesting Date: The third anniversary of the Grant Date (the “Scheduled Vesting Date”) Certification Date: The date following the end of the Performance Period on which the Committee certifies the level of achievement of the performance-based vesting criteria set forth in Appendix A hereto
Joshua Levine 201 Mentor Drive Santa Barbara, CA 93111 Re: Retention Agreement Dear Joshua:Johnson & Johnson • December 12th, 2008 • Pharmaceutical preparations • California
This letter agreement is in reference to the employment agreement between you and Mentor Corporation (the “Company”), dated as of December 21, 2007 (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Decatur Acquisition Corp. a wholly-owned subsidiary of Parent (“Sub”), and the Company, propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company (or the surviving corporation in the merger pursuant to the Merger Agreement (the “Merger”)) becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement). As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment Agreement and any other agreement between you and the Company that
REGISTRATION RIGHTS AGREEMENT dated as of September 28, 2009 between CRUCELL N.V. and JHC NEDERLAND B.V.Registration Rights Agreement • September 17th, 2010 • Johnson & Johnson • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT, dated as of September 28, 2009 (this “Agreement”), between Crucell N.V., a public limited liability company incorporated under the laws of the Netherlands (the “Company” ), and JHC Nederland B.V., a private company with limited liability incorporated under the laws of the Netherlands (“Investor”).
AGREEMENT AND PLAN OF MERGER Dated as of December 1, 2008 Among JOHNSON & JOHNSON, MAPLE MERGER SUB, INC. And MENTOR CORPORATIONAgreement and Plan of Merger • December 12th, 2008 • Johnson & Johnson • Pharmaceutical preparations • Minnesota
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 1, 2008, among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), MAPLE MERGER SUB, INC., a Minnesota corporation and a wholly owned Subsidiary of Parent (“Sub”), and MENTOR CORPORATION, a Minnesota corporation (the “Company”).
Joseph A. Newcomb 201 Mentor Drive Santa Barbara, CA 93111 Re: Retention Agreement Dear Joseph:Letter Agreement • December 12th, 2008 • Johnson & Johnson • Pharmaceutical preparations • California
This letter agreement is in reference to the employment agreement between you and Mentor Corporation (the “Company”), dated as of December 21, 2007 (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Decatur Acquisition Corp. a wholly-owned subsidiary of Parent (“Sub”), and the Company, propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company (or the surviving corporation in the merger pursuant to the Merger Agreement (the “Merger”)) becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement). As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment Agreement and any other agreement between you and the Company that
EQUITY PURCHASE AGREEMENT JHC NEDERLAND B.V. and CRUCELL N.V. Dated 28 September, 2009Equity Purchase Agreement • September 17th, 2010 • Johnson & Johnson • Pharmaceutical preparations
or at any such other address of which it shall have given notice for this purpose to the other parties under this Clause. Any notice or other communication sent by post shall be sent by prepaid first class post or registered mail (if the country of destination is the same as the country of origin) or by pre-paid airmail (if the country of destination is not the same as the country of origin).
JOHNSON & JOHNSON GLOBAL RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • April 28th, 2023 • Johnson & Johnson • Pharmaceutical preparations • California
WWID # Total Units: Grant Date: Scheduled Vesting Date(s): the date(s) set forth in the table below (each, a “Scheduled Vesting Date”)
