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Exhibit 10.1
STOCKHOLDER AGREEMENT (this "Agreement") dated as of December
16,
2005, among JOHNSON & JOHNSON, a New
Jersey corporation ("Parent"), and the
individuals and other parties listed on
Schedule A attached hereto (each, a
"Stockholder" and, collectively, the
"Stockholders").
WHEREAS Parent, Emerald Merger Sub, Inc., a Delaware corporation
and a
wholly owned Subsidiary of Parent ("Sub"),
and Animas Corporation, a Delaware
corporation (the "Company"), propose to
enter into an Agreement and Plan of
Merger dated as of the date hereof (as the
same may be amended or supplemented,
the "Merger Agreement") providing for the
merger of Sub with and into the
Company (the "Merger"), upon the terms and
subject to the conditions set forth
in the Merger Agreement;
WHEREAS each Stockholder owns the number of shares of common
stock,
par value $.01 per share, of the Company
(the "Company Common Stock"), set forth
opposite his, her or its name on Schedule A
attached hereto, together with any
other shares of capital stock of the
Company acquired by the Stockholders after
the date hereof and during the term of this
Agreement, including through the
exercise of any stock options or similar
instruments (such shares of Company
Common Stock being collectively referred to
herein as the "Subject Shares" of
such Stockholder);
WHEREAS the Board of Directors of the Company has approved the
terms
of this Agreement as set forth in the
Merger Agreement; and
WHEREAS, as a condition to its willingness to enter into the
Merger
Agreement, Parent has requested that each
Stockholder enter into this Agreement.
NOW, THEREFORE, to induce Parent to enter into, and in
consideration
of its entering into, the Merger Agreement,
and in consideration of the mutual
promises and the representations,
warranties, covenants and agreements contained
herein, the parties hereto, intending to be
legally bound, agree as follows:
SECTION 1. Representations and Warranties of Each Stockholder.
Each
Stockholder hereby, severally and not
jointly, represents and warrants to Parent
as of the date hereof in respect of
himself, herself or itself as follows:
(a) Authority, Execution and Delivery; Enforceability. The
Stockholder
has all requisite power and authority to
enter into this Agreement and to
consummate the transactions contemplated
hereby. This Agreement has been duly
authorized, executed and delivered by the
Stockholder and constitutes the legal,
valid and binding obligation of the
Stockholder, enforceable against the
Stockholder in accordance with its terms,
subject to bankruptcy, insolvency,
moratorium, reorganization or similar laws
affecting the rights of creditors
generally and the availability of equitable
remedies. Except for the expiration
or termination of the waiting periods under
the HSR Act and informational
filings with the SEC, the
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execution and delivery by the Stockholder
of this Agreement do not, and the
consummation of the transactions
contemplated hereby and compliance with the
provisions of this Agreement will not,
conflict with, or result in any violation
or breach of, or default (with or without
notice or lapse of time, or both)
under, or give rise to a right of, or
result in, termination, cancellation or
acceleration of any obligation or to the
loss of a benefit under, or result in
the creation of any Lien upon any of the
Subject Shares of the Stockholder
under, (i) any trust agreement, loan or
credit agreement, bond, debenture, note,
mortgage, indenture, lease or other
contract, agreement, obligation, commitment,
arrangement, understanding, instrument,
permit, franchise or license, whether
oral or written (each, including all
amendments thereto, a "Contract"), to which
the Stockholder is a party or any of the
Subject Shares of the Stockholder is
subject or (ii) subject to the governmental
filings and other matters referred
to in the following sentence, any (A)
statute, law, ordinance, rule or
regulation applicable to the Stockholder or
the Subject Shares of the
Stockholder or (B) order, writ, injunction,
decree, judgment or stipulation
applicable to the Stockholder or the
Subject Shares of the Stockholder. No
consent, approval, order or authorization
of, action by or in respect of, or
registration, declaration or filing with,
any Governmental Entity is required
with respect to the Stockholder that is
unique to the Stockholder in connection
with the execution, delivery and
performance of this Agreement or the
consummation of the transactions
contemplated hereby, except for (i) compliance
with and filings under the HSR Act, if
applicable to the Stockholder's receipt
in the Merger of the Merger Consideration,
(ii) such reports under Sections
13(d) and 16 of the Exchange Act as may be
required in connection with this
Agreement and the transactions contemplated
hereby and (iii) where the failure
to obtain such consent, approval, order,
authorization or action, or to make
such registration, declaration or filing,
could not reasonably be expected to
prevent, materially impede or materially
delay the performance by the
Stockholder of its obligations under this
Agreement. If the Stockholder is a
natural person and is married, and the
Stockholder's Subject Shares constitute
community property or otherwise need
spousal or other approval for this
Agreement to be legal, valid and binding,
this Agreement has been duly
authorized, executed and delivered by, and
constitutes a valid and binding
agreement of, the Stockholder's spouse,
enforceable against such spouse in
accordance with its terms. No trust of
which such Stockholder is a trustee
requires the consent of any beneficiary to
the execution and delivery of this
Agreement or to the consummation of the
transactions contemplated hereby.
(b) The Subject Shares. The Stockholder is the record and
beneficial
owner of, or is trustee of a trust that is
the record holder of, and whose
beneficiaries are the beneficial owners of,
and has good and marketable title
to, the Subject Shares set forth opposite
his, her or its name on Schedule A
attached hereto, free and clear of any
Liens. The Stockholder has the sole right
to vote such Subject Shares (except to the
extent that such Subject Shares are
issuable upon the exercise of options that
have not been exercised by such
Stockholder), and, except as contemplated
by this Agreement, none of such
Subject Shares is subject to any voting
trust or other agreement, arrangement or
restriction with respect to the voting of
such Subject Shares.
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SECTION 2. Representations and Warranties of Parent. Parent
hereby
represents and warrants to each Stockholder
that Parent (i) is duly
incorporated, validly existing and in good
standing under the laws of the State
of New Jersey, (ii) has all requisite
corporate power and authority to execute
and deliver the Merger Agreement and to
consummate the transactions contemplated
thereby and (iii) has all requisite
corporate power and authority to execute and
deliver this Agreement and to consummate
the transactions contemplated hereby.
The execution and delivery by Parent of
this Agreement and consummation of the
transactions contemplated hereby have been
duly authorized by all necessary
corporate action on the part of Parent.
Parent has duly executed and delivered
this Agreement, and, assuming this
Agreement constitutes the legal, valid and
binding obligation of each of the other
parties hereto, this Agreement
constitutes a legal, valid and binding
obligation of Parent enforceable against
Parent in accordance with its terms,
subject to bankruptcy, insolvency,
moratorium, reorganization or similar laws
affecting the rights of creditors
generally and the availability of equitable
remedies. The execution and delivery
by Parent of this Agreement do not, and the
consummation of the transactions
contemplated hereby and compliance with the
terms of this Agreement will not,
conflict with, or result in any violation
or breach of, or default (with or
without notice or lapse of time, or both)
under, or give rise to a right of, or
result in, termination, cancellation or
acceleration of any obligation or to the
loss of a benefit under, (i) the
Certificate of Incorporation or By-laws of
Parent, (ii) any Contract to which Parent
is a party or any properties or assets
of Parent are subject, in any way that
would prevent, materially impede or
materially delay the consummation by Parent
of the transactions contemplated by
this Agreement or (iii) subject to the
filings and other matters referred to in
the following sentence, any provision of
any (A) statute, law, ordinance, rule
or regulation applicable to Parent or the
properties or assets of Parent or (B)
order, writ, injunction, decree, judgment
or stipulation applicable to Parent or
the properties or assets of Parent, and in
each case in any way that would
prevent, materially impede or materially
delay the consummation by Parent of the
transactions contemplated by this
Agreement. No material consent, approval,
order or authorization of, action by or in
respect of, or registration,
declaration or filing with, any
Governmental Entity is required by or with
respect to Parent in connection with the
execution, delivery and performance of
this Agreement or the consummation of the
transactions contemplated hereby,
except for such reports under Sections
13(d) and 16 of the Exchange Act as may
be required in connection with this
Agreement and the transactions contemplated
hereby.
SECTION 3. Covenants of each Stockholder. Each Stockholder, acting
as
a stockholder of the Company and not as an
officer or director of the Company,
severally and not jointly, agrees as
follows:
(a) Without in any way limiting each Stockholder's right to vote
its
Subject Shares in its sole discretion with
respect to any other matters, at any
meeting of stockholders of the Company
called to vote upon the Merger and the
Merger Agreement or at any adjournment
thereof or in any other circumstances
upon which a vote, consent or other
approval (including by written consent) with
respect to the Merger and the Merger
Agreement is sought, the Stockholder shall,
including by executing a written consent if
requested by Parent, vote (or cause
to be voted) the Subject Shares in favor of
the Merger, the adoption by the
Company of the Merger
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Agreement and the approval of the terms
thereof and each of the other
transactions contemplated by the Merger
Agreement.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other
circumstances upon which the Stockholder's
vote, consent or other approval is sought,
the Stockholder shall vote (or cause
to be voted) the Subject Shares against (i)
any merger agreement or merger
(other than the Merger Agreement and the
Merger), consolidation, business
combination, recapitalization, liquidation,
dissolution, joint venture, binding
share exchange, sale of substantial assets
reorganization, or winding up of or
by the Company or any other Takeover
Proposal or (ii) any amendment of the
Company Certificate or Amended and Restated
By-laws or other proposal or
transaction involving the Company, which
amendment or other proposal or
transaction would in any manner impede,
frustrate, prevent or nullify, or result
in a breach of any covenant, representation
or warranty or any other obligation
of the Company under or with respect to,
the Merger, the Merger Agreement or any
of the other transactions contemplated by
the Merger Agreement or change in any
manner the voting rights of the Company
Common Stock. The Stockholder shall not
commit or agree to take any action
inconsistent with the foregoing.
(c) The Stockholder shall not (i) sell, transfer, pledge, assign
or
otherwise dispose of (including by gift)
(collectively, "Transfer"), consent to
any Transfer of, or enter into any
Contract, option or other arrangement
(including any profit sharing arrangement)
with respect to the Transfer of, any
Subject Shares (or any interest therein) to
any person other than pursuant to
the terms of the Merger or (ii) enter into
any voting arrangement, whether by
proxy, voting agreement or otherwise, with
respect to any Subject Shares other
than pursuant to this Agreement and shall
not commit or agree to take any of the
foregoing actions. The Stockholder shall
not, nor shall such Stockholder permit
any entity under such Stockholder's control
to, deposit any Subject Shares in a
voting trust. Nothing contained in this
Section 3(c) shall prohibit any sale,
transfer or assignment of Subject Shares by
a Stockholder that is a natural
person to members of such Stockholder's
family, a family trust of such
Stockholder or a charitable institution or,
by a Stockholder that is a family
trust to a grantor or a beneficiary of that
trust, if, in each case, the
transferee of such Subject Shares agrees in
writing to be bound by the terms
hereof and notice of such sale, transfer or
assignment, including the name and
address of the purchaser, transferee or
assignee, is delivered to Parent prior
to such sale, transfer or assignment.
(d) The Stockholder shall not, nor shall it authorize or permit
(to
the extent that it has the power not to
permit) any employees or Affiliates of,
or any investment banker, financial
advisor, attorney, accountant or other
advisor, agent or representative of, the
Stockholder (collectively, the
"Stockholder Representatives") to, directly
or indirectly through any person or
entity, (i) solicit, initiate or encourage,
or take any other action designed
to, or which would reasonably be expected
to, facilitate, any inquiries or the
making of any proposal that constitutes or
would reasonably be expected to lead
to a Takeover Proposal or (ii) enter into,
continue or otherwise participate in
any discussions or negotiations regarding,
or furnish to any perso
