Eleanor Ramos March 12, 2023 Dear Eleanor:Provention Bio, Inc. • March 13th, 2023 • Pharmaceutical preparations • Delaware
As you know, Provention Bio, Inc., a Delaware corporation. (the “Company”) has, as of the date hereof, entered into an Agreement and Plan of Merger with Sanofi S.A., a French société anonyme (“Parent”), and Zest Acquisition Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (the “Merger Agreement”). All capitalized terms used but not defined in this letter agreement shall have the definitions set forth in the Merger Agreement. In recognition of your efforts on behalf of the Company, the Company agrees to provide you with the following benefits in the event that the parties consummate the Contemplated Transactions in accordance with the Merger Agreement. For the avoidance of doubt, if the Contemplated Transactions are not consummated in accordance with the Merger Agreement or if the Merger Agreement terminates in accordance with its terms, this letter agreement shall automatically expire and shall be of no further force or effect):
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2023 • Provention Bio, Inc. • Pharmaceutical preparations
This Second Amendment (this “Second Amendment”) to that certain Employment Agreement by and between Provention Bio, Inc. (the “Provention”) and Thierry Chauche (“Executive”) dated December 1, 2021 (as amended by the Amendment to Employment Agreement dated September 9, 2022, the “Employment Agreement”), is effective as of March 9, 2023.
SECOND AMENDMENT TO FIRST AMENDED EMPLOYMENT AGREEMENTSecond Amendment • March 13th, 2023 • Provention Bio, Inc. • Pharmaceutical preparations
This Second Amendment (this “Second Amendment”) to that certain First Amended Employment Agreement by and between Provention Bio, Inc. (the “Provention”) and Eleanor Ramos (“Executive”) dated June 9, 2020 (as amended by the Amendment to Employment Agreement dated September 9, 2022, the “Employment Agreement”), is effective as of March 9, 2023.
SECOND AMENDMENT TO FIRST AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2023 • Provention Bio, Inc. • Pharmaceutical preparations
This Second Amendment (this “Second Amendment”) to that certain First Amended Employment Agreement by and between Provention Bio, Inc. (the “Provention”) and Ashleigh Palmer (“Executive”) dated May 19, 2020 (as amended by the Amendment to Employment Agreement dated September 9, 2022, the “Employment Agreement”), is effective as of March 9, 2023.
AGREEMENT AND PLAN OF MERGER among SANOFI S.A., ZEST ACQUISITION SUB, INC. and PROVENTION BIO, INC. Dated as of March 12, 2023Agreement and Plan of Merger • March 13th, 2023 • Provention Bio, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 12, 2023 (this “Agreement”), among Sanofi S.A., a French société anonyme (“Parent”), Zest Acquisition Sub, Inc., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“Purchaser”), and Provention Bio, Inc., a Delaware corporation (the “Company”).
