UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event reported): August~~of ~~19, 2020~~1934

Date of Report (Date of earliest event reported): September 30, 2020

MOMENTA PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-50797

04-3561634

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

301 Binney Street

Cambridge, MA 02142

02142

(Address of Principal Executive Offices)

(Zip Code)

(617) 491-9700

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

MNTA

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Item 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

Agreement and Plan of Merger

OnAs ~~August~~previously ~~19,~~disclosed ~~2020,~~in the Current Report on Form 8-K filed by Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on August 19, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Johnson & Johnson, a New Jersey corporation (“Parent”), and Vigor Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, and on the terms and subject to the conditions thereof, Merger Sub, ~~will~~on ~~commence~~September 2, 2020, commenced a tender offer (the “Offer”) ~~as promptly thereafter as practicable, but in no event later than September 2, 2020,~~ to acquire all of the Company’s outstanding shares of common stock (the “Company Shares”) at a purchase price of $52.50 per Company Share (the “Offer Price”), net to the ~~holder~~seller, ~~thereof~~ in cash, ~~subject~~without ~~to reduction~~interest ~~for~~and less any ~~applicable~~required withholding taxes. As of 12:00 midnight, New York City time, at the end of the day on September 30, 2020, the Offer expired as scheduled. American Stock Transfer & Trust Company, LLC, in its capacity as depositary and ~~without~~paying ~~interest~~agent for the Offer, advised the Company that approximately 100,595,118 Company Shares (not including 5,761,554 Company Shares tendered by notice of guaranteed delivered) were validly tendered and not validly withdrawn in the Offer, representing approximately 79.4% ~~The~~of ~~Merger~~the ~~Agreement~~then ~~includes~~outstanding Company Shares (on a ~~remedy~~fully-diluted basis). The number of ~~specific~~tendered ~~performance~~ shares satisfies the Minimum Condition (as defined in the Merger Agreement). With the Minimum Condition and isall ~~not~~other ~~subject~~conditions to athe ~~financing~~Offer ~~condition~~having been satisfied, on October 1, 2020, Merger Sub accepted for purchase all Company Shares that were validly tendered pursuant to the Offer and not validly withdrawn.

~~Merger Sub’s~~Following ~~obligation~~completion toof ~~purchase~~ the ~~Company Shares validly tendered pursuant to the~~ Offer, ison ~~subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement~~October 1, ~~including~~2020, ~~as of immediately prior to the Expiration Time (as defined in the~~ Merger ~~Agreement)~~Sub ~~(i)~~merged ~~that there be validly tendered and not withdrawn in accordance~~ with ~~the terms of the Offer,~~ and ~~“received”~~into by the ~~“depository”~~Company ~~for~~pursuant ~~the~~to ~~Offer (as such terms are defined in~~ Section 251(h) of the General Corporation Law of the State of Delaware ~~(the~~and ~~“DGCL”)),~~without aany ~~number~~stockholder ~~of Company Shares that~~vote, ~~together~~ with the ~~Company Shares~~separate ~~then~~corporate ~~owned~~existence byof ~~Parent,~~ Merger Sub ~~and~~ceasing ~~their affiliates, represents at least a majority of all then outstanding Company Shares on a fully-diluted basis; (ii) the accuracy of the representations~~ and ~~warranties of~~ the Company ~~contained~~surviving in the Merger ~~Agreement, subject~~under ~~to customary exceptions; (iii)~~ the ~~Company’s~~name ~~compliance~~“Momenta inPharmaceuticals, ~~all~~Inc.” ~~material~~as ~~respects~~a ~~with~~wholly ~~its~~owned ~~covenants~~subsidiary ~~and~~of ~~agreements contained~~Parent in (the “Merger ~~Agreement; (iv~~”), ~~the~~pursuant ~~expiration or termination of any waiting period (and extensions thereof) applicable~~ to the ~~transactions contemplated by the~~ Merger Agreement. ~~under~~The ~~the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (v) the absence of a Company Material Adverse Effect (as defined in the~~ Merger ~~Agreement);~~became ~~(vi)~~effective ~~the~~on ~~absence of any law~~October 1, ~~regulation~~2020, ~~order,~~ ~~injunction~~following ~~or ruling issued or enacted by any government authority of competent and applicable jurisdiction that would make illegal, prohibit or otherwise prevent~~ the ~~consummation~~filing of the ~~Offer,~~certificate ~~the acquisition~~ of ~~Company~~merger ~~Shares~~with ~~by Parent or Merger Sub, or~~ the ~~Merger~~Secretary ~~(as defined below); (vii) the absence~~ of ~~any~~State ~~pending legal proceeding under any U.S. antitrust laws brought by any applicable governmental authority that challenges or seeks to make illegal, prohibit or otherwise prevent the consummation~~ of the ~~Offer,~~ ~~the~~State ~~acquisition~~ of ~~Company Shares by Parent or Merger Sub or the Merger or seeks to impose any Burdensome Condition (as defined in the Merger Agreement) thereon; and (viii) other customary conditions~~Delaware.

~~Following~~At the completion of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent, pursuant to Section 251(h) of the DGCL without a vote of the Company stockholders (the “Merger”). Immediately prior to the effective time of the Merger (the “Effective Time”), and ~~without~~as ~~any~~a ~~action~~result ~~on the part~~ of the ~~holders of any Company Shares, each Company Share, other than any Company Shares (i) owned at the commencement of the Offer and immediately prior to the Effective Time by Parent,~~ Merger: Sub or the Company, (ii) irrevocably accepted for purchase pursuant to the Offer, or (iii) owned by Company stockholders who are entitled to demand and have properly and validly demanded their appraisal rights under Delaware law, will be automatically converted into the right to receive an amount in cash equal to the Offer Price, subject to reduction for any applicable withholding taxes and without interest.

In• ~~addition,~~each ~~effective~~Company asShare, ofother ~~immediately prior~~than toany ~~the~~Company ~~Effective~~Shares ~~Time,~~ (i) ~~each~~owned ~~outstanding~~at ~~Company~~the ~~stock~~commencement ~~option~~of ~~will~~the beOffer ~~accelerated~~ and ~~vest~~immediately inprior ~~full~~to ~~and, as of~~ the Effective Time, ~~will~~by beParent, ~~automatically~~Merger ~~canceled~~Sub ~~and~~or ~~converted into~~ the ~~right to receive an amount in cash~~Company, ~~without~~or ~~interest,~~by ~~equal~~any todirect ~~the product~~or ofindirect ~~(A)~~wholly ~~the~~owned ~~number~~subsidiary of ~~Company~~Parent, ~~Shares~~Merger ~~underlying~~Sub ~~such~~or ~~option immediately prior to~~ the ~~Effective~~Company, ~~Time multiplied by~~ (Bii) ~~the amount,~~irrevocably ifaccepted ~~any,~~for bypurchase ~~which~~pursuant ~~the~~to ~~Offer Price exceeds~~ the ~~exercise price per share of such option~~Offer, ~~and~~or (iiiii) ~~each~~owned ~~outstanding~~by Company ~~restricted~~ ~~stock~~stockholders ~~unit~~who ~~(including~~were ~~any~~entitled ~~restricted stock unit that was previously subject~~ to ~~performance-based~~demand ~~vesting conditions~~ and ~~has~~properly ~~become subject solely to time-based vesting conditions) (“RSU”) will be accelerated~~ and ~~vest~~validly indemanded ~~full~~their ~~and,~~appraisal ~~as of~~rights ~~the~~under ~~Effective~~Delaware ~~Time~~law, ~~will~~was be automatically ~~canceled and~~ converted into the right to receive an amount in cash equal to the ~~product of (A) the number of Company Shares underlying such RSU immediately prior to the Effective Time multiplied by (B) the~~ Offer Price, ~~without~~ ~~interest and~~ subject to ~~any~~reduction ~~deduction~~ for any applicable withholding taxes. and without interest;

~~The Merger~~• ~~Agreement~~each ~~contains~~share ~~customary~~of ~~representations,~~common ~~warranties and covenants~~stock, ~~including~~par ~~covenants~~value obligating the Company to continue to conduct its business in the ordinary course, to cooperate in seeking regulatory approvals and not to engage in certain specified transactions or activities without Parent’s prior consent$0.01 Inper ~~addition~~share, subject to certain exceptions, the Company has agreed not to solicit, initiate, knowingly encourage, or knowingly facilitate or assist, any inquiry, proposal or offer, or the making, submission or announcement of ~~any~~Merger ~~inquiry,~~Sub ~~proposal or offer,~~ that ~~constitutes~~was oroutstanding ~~would~~immediately ~~reasonably~~prior ~~be expected~~ to ~~lead to an Acquisition Proposal (as defined in~~ the ~~Merger~~Effective ~~Agreement),~~Time orwas ~~take~~converted ~~certain~~into ~~other~~one ~~restricted~~validly ~~actions in connection therewith. Notwithstanding the foregoing~~issued, iffully ~~the~~paid ~~Company~~and ~~receives~~nonassessable ashare ~~bona fide Acquisition Proposal that did not result from a material breach~~ of ~~the~~common ~~non-solicitation provisions~~stock of the ~~Merger Agreement that the~~ Company’s ~~board~~as ~~of directors (~~the ~~“Board”)~~surviving ~~determines~~corporation in ~~good faith, after consultation with its financial advisor(s) and outside legal counsel, constitutes or is reasonably likely to lead to a Superior Proposal (as defined in~~ the Merger Agreement), the Company may take certain actions to participate in discussions and negotiations and furnish information with respect to such Acquisition Proposal, after providing written notice to Parent of such determination.;

~~The~~• ~~Company~~each ~~shall~~outstanding ~~prepare~~option ~~and~~to ~~file~~purchase aCompany ~~Solicitation/Recommendation Statement~~Shares onwas ~~Schedule~~automatically ~~14D-9~~canceled and, ~~subject~~converted tointo ~~certain exceptions,~~ the ~~Board~~right ~~shall~~to ~~recommend~~receive ~~that~~an ~~the~~amount ~~stockholders~~in ~~accept the~~cash, ~~Offer~~without ~~and~~interest, ~~tender~~equal ~~their Company Shares~~ to ~~Merger Sub pursuant to~~ the ~~Offer~~product ~~(the~~of ~~“Company Board Recommendation”~~(i) ~~and~~ ~~not~~the ~~withdraw,~~aggregate ~~amend,~~number ~~modify~~of ~~or qualify such~~ Company ~~Board~~Shares ~~Recommendation~~underlying insuch aoption ~~manner~~immediately ~~adverse~~prior to ~~Parent or Merger Sub. However, subject to~~ the ~~satisfaction~~Effective ofTime ~~certain~~(whether ~~terms~~vested ~~and~~or ~~conditions,~~unvested) ~~the~~multiplied ~~Company~~by ~~and~~(ii) the ~~Board~~amount, asif ~~applicable~~any, ~~are~~by ~~permitted to take certain actions~~ which ~~may, as more fully described in~~ the ~~Merger~~Offer ~~Agreement,~~Price ~~include~~exceeded ~~changing~~ the ~~Company~~exercise ~~Board~~price ~~Recommendation~~per ~~and~~share ~~entering into~~of asuch ~~definitive agreement with respect to a Superior Proposal if~~option, ~~among~~less ~~other~~any ~~things,~~required ~~the~~withholding ~~Board~~taxes; ~~has concluded in good faith after consultation with its outside legal counsel that the failure to take such action would be inconsistent with the Board’s fiduciary duties under applicable law.~~and

~~The~~• ~~Merger~~each ~~Agreement~~outstanding ~~also~~award ~~contains~~of ~~certain customary~~Company ~~termination~~restricted ~~rights~~stock inunits ~~favor~~(“RSU ofAward”) ~~each~~was ofautomatically ~~the~~canceled ~~Company~~ and ~~Parent,~~converted ~~including~~into the ~~Company’s~~ right, ~~subject~~ to ~~certain limitations,~~receive toan ~~terminate~~amount ~~the Merger Agreement~~ in ~~certain circumstances to accept a Superior Proposal and Parent’s right to terminate the Merger Agreement if the Board changes its Company Board Recommendation. In addition~~cash, ~~either~~without ~~Parent or the Company may terminate the Merger Agreement if the Merger has not been successfully completed by January 19~~interest, ~~2021;~~equal ~~provided that if any of the conditions~~ to ~~closing related to obtaining~~ the ~~requisite~~product ~~antitrust approvals have not been made by such date, then such date shall be automatically extended to April 19, 2021. In connection with a termination~~ of the Merger Agreement under specified circumstances, including due to a change in the Company Board Recommendation, the entry by the Company into a definitive agreement with respect to a Superior Proposal, or certain other triggering events, the Company may be required to pay Parent a termination fee of $205,000,000. The Board has unanimously (i) ~~determined that it is in~~ the ~~best~~aggregate ~~interests~~number of ~~the~~ Company ~~and~~Shares ~~its~~underlying ~~stockholders to~~such ~~enter~~RSU ~~into,~~Award ~~and~~immediately ~~approved~~prior ~~and~~to ~~declared advisable,~~ the ~~Merger~~Effective ~~Agreement,~~Time (~~ii)~~whether ~~approved~~vested ~~the~~or ~~execution~~unvested) ~~and~~multiplied ~~delivery~~ by the Company of the Merger Agreement, the performance by the Company of its covenants and agreements contained in the Merger Agreement and the consummation of the Offer and the Merger upon the terms and subject to the conditions contained in the Merger Agreement, and (~~iii~~ii) ~~resolved,~~ ~~subject to~~ the ~~terms~~Offer ~~and conditions set forth in the Merger Agreement~~Price, toless ~~recommend~~any ~~that~~required ~~the~~withholding ~~holders of Company Shares accept the Offer and tender their Company Shares to Merger Sub pursuant to the Offer~~taxes.

The ~~foregoing~~aggregate ~~description~~consideration ofpaid ~~the Merger Agreement and the transactions contemplated thereunder is not complete and is qualified~~ in ~~its entirety by reference to~~ the ~~Merger Agreement,~~Offer ~~a copy of which is hereby filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”)~~ and ~~incorporated herein by reference. The~~ Merger ~~Agreement~~was ~~and~~approximately ~~the foregoing description thereof have been included to provide investors and stockholders with information regarding the terms of the Merger Agreement~~$6. ~~They are not intended to provide any other factual information about the Company. The representations~~5 billion, ~~warranties~~without ~~and~~giving ~~covenants~~effect ~~contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties~~ to ~~such~~related ~~agreement~~transaction ~~and~~fees ~~may be subject to qualifications~~ and ~~limitations agreed upon by such parties~~expenses. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”), and are also qualified in important part by a confidential disclosure schedule delivered by the Company to Parent in connection with the Merger Agreement. Investors and stockholders are not third-party beneficiaries under the Merger Agreement. Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

~~Item~~The ~~5.02~~foregoing ~~Departure~~summary of ~~Directors~~the orMerger ~~Certain~~Agreement ~~Officers;~~is ~~Election~~qualified ofin ~~Directors;~~its ~~Appointment~~entirety ofby ~~Certain~~reference ~~Officers;~~to ~~Compensatory~~the ~~Arrangements~~Merger Agreement, which was filed as Exhibit 2.1 of ~~Certain~~the ~~Officers~~Current Report on Form 8-K filed by the Company with the SEC on August 19, 2020 and is incorporated by reference herein.

~~Retention~~Item ~~Agreements~~3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnIn ~~August~~connection 19with the consummation of the Offer and the Merger, on October 1, 2020, at the Company’s ~~entered~~request, ~~into~~The anNasdaq ~~executive~~Global ~~retention~~Select ~~agreement~~Market (a “~~Retention Agreement~~NASDAQ”) filed with ~~each~~the SEC a Notification of ~~Santiago~~Removal ~~Arroyo, Young~~from ~~Kwon~~Listing and/or ~~Anthony~~Registration ~~Manning,~~under Section 12(~~each~~b) of the Securities Exchange Act of 1934, anas amended (the “~~Executive~~Exchange Act”)., ~~The~~on ~~Retention~~Form ~~Agreements~~25 ~~modify~~to ~~certain~~effect ~~provisions~~the delisting of ~~each~~ ~~Executive’s~~the ~~employment~~Company ~~agreement~~Shares ~~with~~from ~~the~~NASDAQ. The Company Shares, ~~including~~which ~~provisions~~previously ~~regarding~~traded ~~severance~~under ~~entitlements,~~the ~~and~~symbol ~~provide for~~“MNTA,” ~~equity~~ceased ~~awards~~to ~~held~~be bytraded ~~the~~on ~~Executives~~NASDAQ prior to bethe ~~treated~~opening inof ~~the~~trading ~~manner~~on ~~set~~October 1, ~~forth~~2020. inIn addition, the ~~Merger~~Company ~~Agreement.~~intends ~~Each~~to ~~Executive~~file ~~also~~with ~~agreed in~~ the ~~Executive’s~~SEC ~~Retention~~a ~~Agreement~~Certification toand ~~refrain~~Notice ~~from~~of ~~terminating~~Termination ~~the~~of ~~Executive’s~~Registration ~~employment~~on ~~for~~Form ~~Good~~15 ~~Reason~~under ~~(as~~the ~~defined in~~Exchange Act requesting that the ~~Retention~~Company ~~Agreement)~~Shares orbe ~~from~~deregistered ~~further~~and ~~modifying~~that the ~~Executive~~Company’s ~~employment~~reporting ~~agreement~~obligations ~~prior~~under toSections ~~the~~13 ~~closing~~and 15(d) of the ~~Merger~~Exchange Act be suspended.

~~Under~~Item ~~the~~3.03 ~~terms~~Material ofModification the Retention Agreements, if within six months following the closing of the Merger, the Company terminates an Executive’s employment other than for Cause (as defined in the Executive’s employment agreement) or the Executive’s employment terminates due to ~~the~~Rights Executive’s death or Disability (as defined in the Executive’s employment agreement), the Executive will be entitled to receive the following severance benefits in addition to accrued wages and benefits, subject to the timely execution and non-revocation of aSecurity ~~general release of claims and continued compliance with certain restrictive covenants:~~Holders.

·To ifthe extent required by Item 3.03 of Form 8-K, the ~~employment~~disclosure ~~termination~~contained ~~occurs~~in ~~before~~Items 2.01 and 3.01 above and in Items 5.01 and 5.03 below of this Current Report on Form 8-K is incorporated herein by reference. At the Effective Time, holders of Company ~~pays~~Shares ~~annual~~immediately ~~cash~~prior ~~bonuses~~to ~~for~~such ~~2020,~~time aceased ~~lump~~to ~~sum~~have ~~cash~~any ~~payment~~rights ~~equal~~as stockholders of the Company (other than their right to receive the ~~Executive’s~~Offer ~~2020~~Price ~~target~~for ~~annual~~each ~~bonus;~~Company Share held, pursuant to the Merger Agreement).

·Item a5.01 ~~lump~~Changes ~~sum~~in ~~cash~~Control ~~payment equal to 50%~~ of ~~the Executive’s annual base salary as of August 8, 2020 (the “Retention Bonus”); and~~Registrant.

·At the ~~following~~Effective ~~severance~~Time, ~~payments~~the ~~and~~Company ~~benefits,~~became ~~which~~a ~~are~~wholly ~~consistent~~owned ~~with~~subsidiary ~~the~~of ~~Executive’s~~Parent. ~~existing~~As ~~rights~~a ~~under~~result, ~~the~~a ~~Executive’s~~change ~~employment~~of ~~agreement~~control ~~and~~of ~~will~~the beCompany ~~determined~~occurred. asThe ifinformation ~~the~~contained ~~Executive’s~~in ~~employment~~Items ~~with~~2.01, ~~the~~3.01 ~~Company~~and ~~was~~3.03 ~~terminated~~above byand ~~the~~in ~~Company~~Items ~~without~~5.02 ~~Cause~~and as5.03 below of ~~the~~this ~~closing~~Current ofReport ~~the~~on ~~Merger~~Form ~~(the~~8-K ~~“Severance~~is ~~Benefits”):~~incorporated herein by reference.

oItem a5.02 ~~lump~~Departure ~~sum~~of ~~cash~~Directors ~~payment~~or ~~equal~~Certain toOfficers; ~~(i)~~Election ~~12 months~~ of ~~the~~Directors; ~~Executive’s~~Appointment ~~base~~of ~~salary~~Certain ~~and~~Officers; ~~(ii)~~Compensatory ~~the~~Arrangements ~~greater~~ of ~~(A)~~Certain ~~the Executive’s target annual bonus for the fiscal year in which the termination occurs and (B) the Executive’s last paid annual bonus;~~Officers.

oPursuant ~~payment~~to the Merger Agreement, at the Effective Time, on October 1, 2020, each of athe ~~portion~~members of ~~insurance~~the ~~premiums~~board ~~(based~~of ondirectors of the ~~employer~~Company ~~subsidy~~prior ~~for~~to ~~similarly~~the ~~situated~~Effective ~~active~~Time ~~employees)~~ceased ~~for~~to ~~continued~~be ~~coverage~~members ~~under~~of the board of directors of the Company, and the members of the board of directors of Merger Sub, consisting of Susan Hohenleitner, Duane Van Arsdale and Jonathan Bryant, became the members of the board of directors of the Company. In addition, on September 30, 2020, Craig A. Wheeler notified the Company of his intent to resign as the Company’s ~~group~~President ~~health~~and ~~plans~~Chief ~~over~~Executive aOfficer ~~period~~following the closing of upthe Merger, effective upon a future date to 12be ~~months~~agreed ~~following~~upon by Mr. Wheeler and the ~~Executive~~Company. Mr. Wheeler’s ~~employment~~rights ~~termination;~~upon ~~and~~his separation from the Company are disclosed in the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on September 2, 2020.

oItem ~~continuation~~5.03 ofAmendments ~~benefits~~to ~~under~~Articles ~~any applicable life insurance, accident and/or disability plans under which the Executive was eligible as~~ of ~~the~~Incorporations ~~date of the Executive’s employment termination and as are consistent with such benefits provided to similarly situated active employees (~~or, ~~if such plans do not permit continued coverage post-termination~~Bylaws, ~~reimbursement~~Change ~~for~~in ~~the~~Fiscal ~~reasonable cost of substantially comparable coverage) over a period of up to 12 months following the Executive’s employment termination~~Year.

InPursuant to the ~~event~~Merger anAgreement, ~~Executive~~as ~~resigns~~of ~~for~~the ~~Good Reason~~Effective ~~(as~~Time, ~~defined~~the incertificate of incorporation of the ~~Retention~~Company ~~Agreement)~~was ~~within~~amended ~~six~~and ~~months~~restated ~~following~~in ~~the~~its ~~closing~~entirety ofto be in the ~~Merger,~~form ~~subject~~set toforth ~~the~~in ~~timely~~Annex ~~execution and~~B ~~non-revocation~~to ofthe aMerger ~~general~~Agreement, ~~release~~the text of ~~claims~~which amended and ~~continued~~restated ~~compliance~~certificate ~~with~~of ~~certain~~incorporation ~~restrictive~~is ~~covenants,~~filed ~~the~~as ~~Executive~~Exhibit ~~will be~~3.1 ~~entitled~~ to ~~receive~~this ~~the~~Current ~~severance~~Report ~~payments~~on ~~and~~Form ~~benefits~~8-K ~~described~~and ~~above~~incorporated ~~other~~herein ~~than~~by ~~the Retention Bonus~~reference.

IfPursuant anto ~~Executive~~the ~~remains~~Merger ~~an active~~Agreement, ~~full-time employee~~as of the ~~Company~~Effective orTime, ~~Parent (or any of their subsidiaries) through~~ the ~~six~~bylaws ~~month anniversary~~ of the ~~closing~~Company ofwere ~~the~~amended ~~Merger, subject to the timely execution~~ and ~~non-revocation~~restated ofin atheir ~~general~~entirety, ~~release~~which ofamended ~~claims~~ and ~~continued~~restated ~~compliance~~bylaws ~~with~~is ~~certain~~filed ~~restrictive covenants,~~as ~~the~~Exhibit ~~Executive~~3.2 ~~will be entitled~~ to ~~receive~~this aCurrent ~~lump~~Report ~~sum cash payment equal to the Retention Bonus plus the Severance Benefits, with the amount payable in respect of non-cash Severance Benefits based~~ on ~~the~~Form ~~premium costs in effect as of the closing of the Merger and assuming that the Executive timely elected to receive all such non~~8-~~cash~~K Severance Benefits for 12 months following the Executive’s employment termination. Thereafter, the Executives will not be entitled to any severance or separation payments or benefits under their employment agreements or Retention Agreements and, ifincorporated ~~they~~herein ~~remain employed with Parent or one of its subsidiaries, will be eligible for severance benefits under either the applicable severance policy of Parent or one of its subsidiaries, as determined~~ by ~~Parent~~reference.

~~The~~Item foregoing description of the Retention Agreements does not purport to be complete and is qualified in its entirety by reference to the text of the Retention Agreement for each Executive, copies of which are attached to this Current Report on Form 8~~-K as Exhibits 10~~.1,01 ~~10.2~~Other ~~and 10~~Events.~~3 and incorporated herein by reference.~~

~~Item~~On 7October 1, 2020, the Company issued a press release announcing the completion of the Offer and the Merger.01 ~~Regulation~~A FDcopy ~~Disclosure~~of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

On August 19, 2020, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is hereby furnished as Exhibit 99.1 to this Report.

The information contained in this Item 7.01 and in Exhibit 99.1 of this Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
ExhibitNo.		Description
2.1*		Agreement and Plan of Merger, dated as of August 19, 2020, by and among Momenta Pharmaceuticals, Inc., Johnson & Johnson, and Vigor Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Momenta Pharmaceuticals, Inc. with the SEC on August 19, 2020).
10.1		Retention Agreement, dated as of August 19, 2020, by and between Momenta Pharmaceuticals, Inc. and Santiago Arroyo.
3.1		Amended and Restated Certificate of Incorporation of Momenta. Pharmaceuticals, Inc.
10.2		Retention Agreement, dated as of August 19, 2020, by and between Momenta Pharmaceuticals, Inc. and Young Kwon.
3.2		Amended and Restated By-Laws of Momenta Pharmaceuticals, Inc.
10.3		Retention Agreement, dated as of August 19, 2020, by and between Momenta Pharmaceuticals, Inc. and Anthony Manning.
99.1		Press Release, dated October 1, 2020.
99.1		Press Release, dated August 19, 2020.
104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished.

Additional Information and Where to Find It

The Offer described above has not yet commenced. This communication is not an offer to buy nor a solicitation of an offer to sell any securities of the Company. The solicitation and the offer to buy shares of the Company’s common stock will only be made pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Parent intends to cause Merger Sub to file with the SEC. In addition, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer. Once filed, investors will be able to obtain a free copy of these materials and other documents filed by Parent, Merger Sub and the Company with the SEC at the website maintained by the SEC at www.sec.gov. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the “Investors” section of the Company’s website at www.momentapharma.com. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT OF THE COMPANY AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.

Forward-Looking Statements

The statements included above that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements. These forward-looking statements include without limitation statements regarding the planned completion of the transactions contemplated by the Merger Agreement. Risks and uncertainties that could cause results to differ from expectations include: (i) uncertainties as to the timing of the Offer and the subsequent Merger; (ii) the risk that the Offer or the subsequent Merger may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of the Company’s stockholders tendering their shares in the Offer; (iv) the possibility that competing offers or acquisition proposals for the Company will be made; (v) the possibility that any or all of the various conditions to the consummation of the Offer or the subsequent Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (vii) the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement on the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers and others with whom it does business, or its operating results and business generally; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to the Company’s business, including the risks and uncertainties detailed in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020 and its other filings with the SEC, as well as the tender offer materials to be filed by Merger Sub and Parent and the Solicitation/Recommendation Statement to be filed by the Company in connection with the Offer.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update these statements to reflect events or circumstances after the date hereof, except as required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 19, 2020	MOMENTA PHARMACEUTICALS, INC.
Dated: October 1, 2020			MOMENTA PHARMACEUTICALS, INC.
	~~By:~~	~~/s/ Craig A. Wheeler~~	By:	/s/ Alejandra Carvajal
	~~Name:~~	~~Craig A. Wheeler~~	Name:	Alejandra Carvajal
	~~Title:~~	~~President and Chief Executive Officer~~	Title:	Chief Legal Officer, General Counsel & Secretary

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