AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, BINDER MERGER SUB, INC., and OMRIX BIOPHARMACEUTICALS, INC. November 23, 2008Merger Agreement • November 25th, 2008 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 23, 2008 (this “Agreement”), by and among Omrix Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), Johnson & Johnson, a New Jersey corporation (“Parent”), and Binder Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”).
Omrix Biopharmaceuticals, Inc. 1120 Avenue of the Americas 4th Floor New York, NY 100036Employment Agreement Amendment • November 25th, 2008 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • 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
Omrix Biopharmaceuticals, Inc. 1120 Avenue of the Americas 4th Floor New York, NY 10036Retention Agreement • November 25th, 2008 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • 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 sev
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 25th, 2008 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of November 23, 2008 by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Binder Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and each stockholder listed on Annex I (each, a “Stockholder” and collectively, the “Stockholders”), each an owner of Shares of Omrix Biopharmaceuticals, Inc., a Delaware corporation (the “Company”).
