AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, VIGOR SUB, INC. and MOMENTA PHARMACEUTICALS, INC. Dated as of August 19, 2020Agreement and Plan of Merger • August 19th, 2020 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 19, 2020 by and among JOHNSON & JOHNSON, a New Jersey corporation (“Parent”), VIGOR SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and MOMENTA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”).
August 19, 2020 Young Kwon Chief Financial and Business Officer By email delivery Re: Retention Agreement Dear Dr. Kwon:Letter Agreement • August 19th, 2020 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Massachusetts
This letter agreement is in reference to the employment agreement between you and Momenta Pharmaceuticals, Inc. (the “Company”), dated as of July 29, 2011 (as amended through the date hereof, the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Vigor Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger 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 Merger Sub being merged with and into the Company as a result of the Merger (as defined in the Merger Agreement) and the Company surviving the Merger as a wholly owned subsidiary of Parent. As a condition to the willingness of Parent and Merger 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
