August 19, 2020Retention Agreement • September 2nd, 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 April 28, 2008 (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
EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2020 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 28th day of April 2008, is entered into by Momenta Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at 675 West Kendall Street, Cambridge, Massachusetts (the “Company”), and Ian Fier, an individual residing at the address indicated below (the “Employee”).
VICE PRESIDENT EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2020 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of April 29, 2019, is entered into by Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Agnieszka Cieplinska (the “Employee”).
Momenta Pharmaceuticals, Inc.Merger Agreement • September 2nd, 2020 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances)
We are pleased to inform you that, on August 19, 2020, Momenta Pharmaceuticals, Inc. (“Momenta”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Johnson & Johnson (“Parent”) and Vigor Sub, Inc., a wholly owned subsidiary of Parent (“Purchaser”). In accordance with the Merger Agreement, Purchaser has commenced on September 2, 2020, a tender offer (the “Offer”) to purchase all of the outstanding shares of our common stock, par value $0.0001 per share (the “Shares”), at a price per Share of $52.50, net to the holder thereof in cash, without interest and subject to any withholding of taxes required by applicable law (the “Offer Price”).
