As previously disclosed in the Current Report on Form 8-K filed by ABIOMED, Inc. (Company), with the U.S. Securities and Exchange Commission (the “SEC”) on November 1, 2022, the Company is party to an Agreement and Plan of Merger, dated as of October 31, 2022 (the “Merger Agreement”), with Johnson & Johnson and Athos Merger Sub, Inc. Pursuant to the Merger Agreement, at the Effective Time, on December 22, 2022, each of the members of the board of directors of the Company prior to the Effective Time ceased to be members of the board of directors of the Company, and the members of the board of directors of Merger Sub, consisting of Susan Morano, Vincent Sommella and David Fortunati, became the members of the board of directors of the Company. In addition, effective as of the closing of the Merger, the employment with the Company of each of Michael R. Minogue, the Company's Chairman and President, Mr. Todd A. Trapp and Mr. Marc A. Began terminated. Each such termination of employment constituted a termination without “Cause” under the respective individual's change of control agreement (and, in the case of Mr. Minogue, the letter agreement entered into with the Company in connection with the Company's entry into the Merger Agreement).