BLUEBIRD BIO, INC. 9,090,910 Shares of Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • May 19th, 2020 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • New York
bluebird bio, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 9,090,910 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,363,636 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” To the extent there are no additional Underwriters listed in Schedule 1 other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular o
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 8th, 2023 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • New York
bluebird bio, Inc. Common Stock, par value $0.01 per share Having an Aggregate Offering Price of up to Equity Distribution AgreementEquity Distribution Agreement • June 22nd, 2022 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • New York
bluebird bio, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Goldman Sachs & Co. LLC (the “Manager”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2021 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made as of September 7, 2021 by and between bluebird bio, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2013 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is between bluebird bio, Inc., a Delaware corporation (the “Company”), and David M. Davidson, M.D. (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “IPO”), provided the IPO is consummated prior to December 31, 2013 (the “Effective Date”).
bluebird bio, Inc. 20,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 19th, 2023 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances)
bluebird bio, 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 20,000,000 shares (the “Firm Securities”) of common stock, par value $0.01 per share (“Stock”) and, at the election of the Underwriters, up to 3,000,000 additional shares of Stock (the “Optional Securities”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2014 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is between bluebird bio, Inc., a Delaware corporation (the “Company”), and James DeTore (the “Executive”) and is made effective as of October 20, 2014 (the “Effective Date”).
bluebird bio, Inc. 95,833,332 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 20th, 2023 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances)
bluebird bio, 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 83,333,333 shares (the “Firm Securities”) of common stock, par value $0.01 per share (“Stock”) and, at the election of the Underwriters, up to 12,499,999 additional shares of Stock (the “Optional Securities”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2022 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is between bluebird bio, Inc., a Delaware corporation (the “Company”), and Andrew Obenshain (the “Executive”) and is made effective as of January 7, 2021 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2022 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is between bluebird bio, Inc., a Delaware corporation (the “Company”), and Anne-Virginie Eggimann (the “Executive”) and is made effective as of June 14, 2021 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 29th, 2024 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is between bluebird bio, Inc., a Delaware corporation (the “Company”), and Oliver James Sterling (the “Executive”) and is made effective as of the Start Date (as defined in Section 1 of this Agreement).
TRANSITION SERVICES AGREEMENT by and between 2SEVENTY BIO, INC. and BLUEBIRD BIO, INC. Dated as of November 3, 2021Transition Services Agreement • November 4th, 2021 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 30th, 2023 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 26, 2023 (the “Effective Date”), by and between bluebird bio, Inc., a corporation organized under the laws of Delaware (“Seller”), and Novartis Pharma AG, an entity organized under the laws of Switzerland (“Buyer”). Buyer and Seller may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
EMPLOYEE MATTERS AGREEMENT by and between BLUEBIRD BIO, INC. and 2SEVENTY BIO, INC. Dated as of November 3, 2021Employee Matters Agreement • November 4th, 2021 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 3, 2021, is entered into by and between bluebird bio, Inc. (“bluebird”), a Delaware corporation, and 2seventy bio, Inc. (“2seventy”), a Delaware corporation and a wholly owned Subsidiary of bluebird. “Party” or “Parties” means bluebird or 2seventy, individually or collectively, as the case may be.
ContractPatent and Know-How License Agreement • May 21st, 2013 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances)
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
SEPARATION AGREEMENT by and between BLUEBIRD BIO, INC. and 2SEVENTY BIO, INC. Dated as of November 3, 2021Separation Agreement • November 4th, 2021 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This SEPARATION AGREEMENT (this “Agreement”), dated as of November 3, 2021, is entered into by and between bluebird bio, Inc. (“bluebird”), a Delaware corporation, and 2seventy bio, Inc. (“2seventy”), a Delaware corporation and a wholly owned Subsidiary of bluebird. “Party” or “Parties” means bluebird or 2seventy, individually or collectively, as the case may be. Each capitalized term used and not elsewhere defined herein has the meaning set forth in Section 1.1.
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • November 4th, 2021 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”), dated as of November 3, 2021 (the “Effective Date”), is entered into by and between bluebird, Inc. (“bluebird”), a Delaware corporation, and 2seventy, Inc. (“2seventy”), a Delaware corporation and a wholly owned Subsidiary of bluebird. “Party” or “Parties” means bluebird or 2seventy, individually or collectively, as the case may be. Each capitalized term used and not elsewhere defined herein has the meaning set forth in Section 1.1.
FORM OF INDEMNIFICATION AGREEMENT BLUEBIRD BIO, INC. Indemnification AgreementIndemnification Agreement • May 14th, 2013 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ] by and between bluebird bio, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
RIVERSIDE TECHNOLOGY CENTER AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • November 14th, 2013 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
Agreement entered into this 18th day of May, 2007 by and between Rivertech Associates II, LLC, a Massachusetts limited liability company with a principal address at The Abbey Group, 575 Boylston Street Boston, Massachusetts (the “LESSOR”), and Genetix Pharmaceuticals, Inc. a corporation with a principal address at 840 Memorial Drive Cambridge, Massachusetts (the “LESSEE”); relative to certain space in the building owned by the LESSOR at 840 Memorial Drive Cambridge, Massachusetts (the “Building”), as follows:
Amended and Restated License Agreement by and between bluebird bio, Inc. and Celgene Corporation and Celgene European Investment Company LLC February 16, 2016License Agreement • August 9th, 2021 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • New York
This Amended and Restated License Agreement (this “License Agreement”), dated as of February 16, 2016 (the “License Agreement Effective Date”), is made by and between bluebird bio, Inc., a Delaware corporation (“Bluebird”), and Celgene Corporation, a Delaware Corporation (“Celgene Corp”), with respect to all rights and obligations under this License Agreement in the United States (subject to Section 11.18), and Celgene European Investment Company LLC, a Delaware limited liability company, with respect to all rights and obligations under this License Agreement outside of the United States (subject to Section 11.18) (“Celgene Europe” and together with Celgene Corp, “Celgene”). Each of Bluebird and Celgene may be referred to herein as a “Party” or together as the “Parties.”
LICENSE AGREEMENTLicense Agreement • November 2nd, 2016 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS LICENSE AGREEMENT (this “Agreement”) is made effective as of the 13 day of August, 2014 (the “Effective Date”), by and between bluebird bio, Inc., a Delaware corporation having its principal place of business at 150 Second Street, Third Floor, Cambridge, MA 02141 (“Bluebird”), and Biogen Idec MA Inc., a Massachusetts corporation having its principal place of business at 225 Binney Street, Cambridge, MA 02142 (“Biogen”). Bluebird and Biogen may, from time-to-time, be individually referred to as a “Party” and collectively referred to as the “Parties”.
TAX MATTERS AGREEMENTTax Matters Agreement • November 4th, 2021 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of November 3, 2021, by and between bluebird bio, Inc. (“bluebird”), a Delaware corporation, and 2seventy bio, Inc. (“2seventy”), a Delaware corporation and wholly owned Subsidiary of bluebird. (bluebird and 2seventy are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”).
ContractMaster Collaboration Agreement • May 21st, 2013 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • New York
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
ContractPatent License Agreement • May 21st, 2013 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
FIRST AMENDMENT TO AMENDED AND RESTATED CO-DEVELOPMENT, CO-PROMOTE AND PROFIT SHARE AGREEMENT By and Between BLUEBIRD BIO, INC. and CELGENE CORPORATION and CELGENE EUROPEAN INVESTMENT COMPANY LLC Dated as of May 8, 2020Co-Development, Co-Promote and Profit Share Agreement • August 5th, 2020 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances)
This First Amendment to Amended and Restated Co-Development, Co-Promote and Profit Share Agreement (this “First Amendment”) is entered into as of May 8, 2020 (the “First Amendment Effective Date”) by and between bluebird bio, Inc., a Delaware corporation having its principal place of business at 60 Binney Street, Cambridge, MA 02142 (“Bluebird”) and Celgene Corporation, Inc., a corporation organized under the laws of Delaware and having a principal place of business at 86 Morris Avenue, Summit, NJ 07901 (“Celgene Corp”), with respect to all rights and obligations under the CCPS Agreement (as defined below) in the United States (subject to Section 18.18 of the CCPS Agreement), and Celgene European Investment Company LLC, a limited liability company organized under the laws of Delaware and having a principal place of business at Route de Perreux 1, 2017 Boudry, Switzerland, with respect to all rights and obligations under the CCPS Agreement outside of the United States (subject to Sectio
ContractLicense Agreement • November 2nd, 2016 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • New York
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Amended and Restated Co-Development, Co-Promote and Profit Share Agreement by and between bluebird bio, Inc. and Celgene Corporation and Celgene European Investment Company LLC March 26, 2018Co-Development, Co-Promote and Profit Share Agreement • May 2nd, 2018 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • New York
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 30th, 2024 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • California
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 29, 2024 (the “Fourth Amendment Effective Date”), is entered into by and among BLUEBIRD BIO, INC., a Delaware corporation (“Company”), and each other Person that has delivered a Joinder Agreement from time to time party to the Existing Loan Agreement (together with Company, individually or collectively, as the context may require, “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Existing Loan Agreement (each, a “Lender”, and collectively “Lenders”) that are party hereto and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lenders (in such capacities, including any successors or permitted assigns, “Agent”).
Lonza and bluebird bio, Inc., Establish a Long-term Commercial Manufacturing Agreement for Lenti-D™ and LentiGlobin™ Drug ProductsCommercial Manufacturing Agreement • June 9th, 2016 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances)
This agreement follows a successful multi-year clinical manufacturing relationship and provides bluebird bio with a path to commercial supply including dedicated production suites within Lonza’s state-of-the-art facility. This facility is currently under construction for the clinical and commercial supply of viral vectors and virally-modified cell therapy products.
FIRST AMENDMENT TO LEASELease Agreement • August 3rd, 2016 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances)
This First Amendment to Lease (“First Amendment”) is made as of June 21, 2016, by and between ARE-MA REGION NO. 40, LLC, a Delaware limited liability company (“Landlord”), and BLUEBIRD BIO, INC., a Delaware corporation (“Tenant”).
NOVATION AGREEMENTNovation Agreement • May 21st, 2013 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • California
This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and bluebird bio, Inc., a corporation having a principal place of business at 840 Memorial Drive, Cambridge, MA 02139 is effective on the 2nd day of April, 2012 (“Effective Date”).
LEASE Between 150 SECOND STREET, LLC as Landlord, and BLUEBIRD BIO, INC. as Tenant, For Premises located at: 150 Second Street Cambridge, MassachusettsLease Agreement • June 4th, 2013 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is made as of the 3rd day of June, 2013 (“Effective Date”), between 150 SECOND STREET, LLC, a Delaware limited liability company (“Landlord”), and BLUEBIRD BIO, INC., a Delaware corporation (“Tenant”).
STOCK PURCHASE WARRANTWarrant Agreement • May 14th, 2013 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Stock Purchase Warrant (this “Warrant”) is being issued in connection with the purchase by the Holder of a Convertible Term Note (the “Note”) of the Company in the principal amount set forth on the signature page hereto. The Note is one of a series of similar Convertible Term Notes (the Note and such Convertible Term Notes shall collectively be referred to as the “Notes”) being issued by the Company to certain investors in the aggregate principal amount of up to $[ ] pursuant to the terms of a Convertible Note and Warrant Purchase Agreement dated as of [ ] (the “Purchase Agreement”), by and among the Company and certain Investors named therein (the “Investors”) including the Holder, and this Warrant is one of a series of similar Stock Purchase Warrants (this Warrant and such Stock Purchase Warrants shall collectively be referred to as the “Warrants”) being issued by the Company to such Investors in connection with the issuance of the Notes.
ContractLicense Agreement • May 21st, 2013 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances)
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2014 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (“Agreement”) is between bluebird bio, Inc., a Delaware corporation (the “Company”), and Jason F. Cole (the “Executive”) and is made effective as of February 3, 2014 (the “Effective Date”).
