Momenta Pharmaceuticals Inc Sample Contracts

EMPLOYMENT AGREEMENT (Alan L. Crane)
Employment Agreement • March 11th, 2004 • Momenta Pharmaceuticals Inc • Massachusetts
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Shares Common Stock
Underwriting Agreement • June 15th, 2004 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
FOR
License Agreement • May 11th, 2004 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances)
Momenta Pharmaceuticals, Inc. Common Stock, $0.0001 par value Underwriting Agreement
Underwriting Agreement • December 12th, 2019 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 14,516,130 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 2,177,419 additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

RIGHTS AGREEMENT between MOMENTA PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent Dated as of November 7, 2005
Rights Agreement • November 8th, 2005 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware

RIGHTS AGREEMENT, dated as of November 7, 2005 (the “Agreement”), between Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).

AND
Patent License Agreement • May 11th, 2004 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Massachusetts
SUBLEASE
Sublease • March 11th, 2004 • Momenta Pharmaceuticals Inc
MOMENTA PHARMACEUTICALS, INC. 4,000,000 Shares Common Stock ($0.0001 par value per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • December 9th, 2010 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
MOMENTA PHARMACEUTICALS, INC. Common Stock ($0.0001 par value per share) AT- THE-MARKET EQUITY OFFERING SALES AGREEMENT
Terms Agreement • August 8th, 2019 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), having an aggregate offering price of up to $100,000,000 on the terms set forth in Section 2 of this At-the-Market Equity Offering Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.

AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, VIGOR SUB, INC. and MOMENTA PHARMACEUTICALS, INC. Dated as of August 19, 2020
Agreement 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”).

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MOMENTA PHARMACEUTICALS, INC. PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 12th, 2008 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Massachusetts
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 3rd, 2019 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Massachusetts

THIS EMPLOYMENT AGREEMENT (the "Agreement"), effective as of May 9, 2016, 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 Anthony Manning, an individual residing at 185 Hancock Street, Apt 2, Cambridge, MA 02139 (the "Employee").

EMPLOYMENT AGREEMENT
Employment 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”).

4,827,300 Shares MOMENTA PHARMACEUTICALS, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • July 22nd, 2005 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 4,827,300 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 724,095 shares (the “Additional Shares”) of Common Stock if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Common Stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.”

MOMENTA PHARMACEUTICALS, INC. Restricted Stock Agreement Granted Under 2004 Stock Incentive Plan
Restricted Stock Agreement • November 8th, 2007 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware

AGREEMENT made on August 15, 2007 between Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Richard P. Shea (the “Participant”).

August 19, 2020
Momenta Pharmaceuticals Inc • September 2nd, 2020 • 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

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

AGREEMENT AND GENERAL RELEASE
Agreement and General Release • February 22nd, 2019 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Massachusetts

This Agreement and General Release (hereinafter “Agreement” or “Agreement and General Release”) is made by and between Momenta Pharmaceuticals, Inc. (“Momenta” or the “Company”) and Scott Storer (“Employee”). In order to resolve all matters relating to Employee’s employment, including but not limited to issues relating to the cessation of Employee’s employment, Momenta and Employee (collectively referred to as “the Parties”), voluntarily agree that:

MOMENTA PHARMACEUTICALS, INC. (a Delaware corporation) 4,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 23rd, 2009 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”) confirms its agreement with Leerink Swann LLC (“Leerink Swann”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Leerink Swann is acting as representative (in such capacity, the “Representative”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in said Schedule A, and (ii) the grant by the Company to the Underwriters, severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 600,000 additional shares of Common Stock to cover overallotments, if any. The aforesaid 4,000,000 shares of Common Stock (the “Initial Secur

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 12th, 2008 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware

The undersigned investor (the “Investor”) hereby confirms its agreement with Momenta Pharmaceuticals, Inc. (the “Company”) as follows:

Novartis Pharma AG AND Momenta Pharmaceuticals, Inc. INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 8th, 2006 • Momenta Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of July 25, 2006, by and between Novartis Pharma AG (the “Investor”), a corporation organized under the laws of Switzerland, with its principal place of business at Lichtstraße 35, CH 4058 Basel BS, and Momenta Pharmaceuticals, Inc. (the “Company”), a Delaware corporation with its principal place of business at 675 West Kendall Street, Cambridge, Massachusetts 02142.

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