2,700,000 Shares REGENXBIO INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT August 9, 2018Underwriting Agreement • August 10th, 2018 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • New York
INDEMNITY AGREEMENTIndemnity Agreement • July 1st, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 2015, is made by and between REGENXBIO Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LEASE by and between BMR-MEDICAL CENTER DRIVE LLC, a Delaware limited liability company and REGENXBIO INC., a Delaware corporationLease • August 17th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Maryland
THIS LEASE (this “Lease”) is entered into as of this 6th day of March, 2015 (the “Execution Date”), by and between BMR-MEDICAL CENTER DRIVE LLC, a Delaware limited liability company (“Landlord”), and REGENXBIO INC., a Delaware corporation (“Tenant”).
4,260,000 Shares REGENXBIO INC. COMMON STOCK (PAR VALUE $0.0001 PER SHARE) UNDERWRITING AGREEMENT January 7, 2021Underwriting Agreement • January 8th, 2021 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • New York
REGENXBIO INC. Common Stock (par value $0.0001 per share) ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offering Sales Agreement • September 1st, 2023 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • New York
REGENXBIO 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 BofA Securities, Inc., as sales agent and/or principal (the “Agent”), shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate gross sales price not to exceed $150,000,000, on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The Company agrees that whenever it determines to sell Shares directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this ATM Equity OfferingSM Sales Agreement and any applicable Terms Agreement.
CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENTLicense Agreement • September 15th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (“Agreement”) is entered into as of March 21, 2014 (“Effective Date”) by and between ReGenX Biosciences, LLC, a limited liability company organized under the laws of the State of Delaware, with offices at 750 17th Street, NW, Suite 1100, Washington, DC 20006 (“Licensor”), and AveXis, Inc. (formerly known as BioLife Cell Bank, Inc.), a corporation organized under the laws of the State of Delaware, with offices at 4925 Greenville Avenue, Suite 604, Dallas, TX 75206 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
ContractEmployment Agreement • August 17th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Maryland
This Employment Agreement (this “Agreement”) is entered into as of June 30, 2015, by and between Stephen Yoo (the “Employee”) and REGENXBIO Inc., a Delaware corporation (the “Company”).
Letterhead of REGENXBIO Inc.]Employment Agreement • May 9th, 2017 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Maryland
This Employment Agreement (this “Agreement”) is entered into as of March 2, 2017, by and between Olivier Danos (the “Employee”) and REGENXBIO Inc., a Delaware corporation (the “Company”) and made effective as of the Commencement Date as herein defined.
CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENTLicense Agreement • September 16th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (“Agreement”) is entered into as of October 30, 2013 (“Effective Date”) by and between ReGenX Biosciences, LLC, a limited liability company organized under the laws of the State of Delaware, with offices at 750 17th Street, NW, Suite 1100, Washington, DC 20006 (“Licensor”), and Dimension Therapeutics, Inc., a corporation organized under the laws of the State of Delaware, with offices at 1 Main Street, 13th Floor, Cambridge, MA 02142 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED OPTION AND LICENSE AGREEMENTOption and License Agreement • September 16th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • New York
This OPTION AND LICENSE AGREEMENT (“Agreement”) is entered into as of March 10, 2015 (the “Execution Date”), with effectiveness as of February 18, 2014 (the “Effective Date”), by and between REGENXBIO Inc., a limited liability company organized under the laws of the State of Delaware, with offices at 1701 Pennsylvania Avenue, NW, Suite 900, Washington, DC 20006 (“Licensor”), and Dimension Therapeutics, Inc., a corporation organized under the laws of the State of Delaware, with offices at 840 Memorial Drive, 4th Floor, Cambridge, MA 02139 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • March 1st, 2022 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • New York
This Settlement Agreement and Mutual Release (“Settlement Agreement”) is entered into by and between REGENXBIO Inc. (“REGENXBIO”) and Abeona Therapeutics Inc. (“Abeona”) and is effective as of the date of the last signature hereto (the “Effective Date”). REGENXBIO and Abeona are collectively referred to as the “Parties” in this Settlement Agreement, and each a “Party”.
CONFIDENTIAL TREATMENT REQUESTED UNIVERSITY of PENNSYLVANIA License AgreementLicense Agreement • September 15th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This License Agreement (this “Agreement”) is between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and ReGenX, LLC, a Delaware limited liability company (“Company”). This Agreement is being signed on February 20, 2009 (the “Execution Date”). This Agreement will be effective on February 24, 2009 (the “Effective Date”).
ContractEmployment Agreement • August 1st, 2024 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Maryland
This Employment Agreement (this "Agreement") is entered into and made effective as of July 1. 2024, by and between Curran Simpson (the "Employee") and REGENXBIO Inc., a Delaware corporation (the "Company").
CONFIDENTIAL TREATMENT REQUESTED UNIVERSITY OF MINNESOTA EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • September 15th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances)
THIS EXCLUSIVE PATENT LICENSE AGREEMENT (this “EPLA”) is made by and between Regents of the University of Minnesota, a constitutional corporation under the laws of the state of Minnesota, having a place of business at 200 Oak Street, SE, Suite 280, Minneapolis, Minnesota 55455 (the “University”), and the Licensee identified below. The University and the Licensee agree that:
LEASE AGREEMENT 9600 Blackwell Road Rockville, Maryland TNREF III 9600 BLACKWELL, LLC Landlord and REGENXBIO INC. Tenant DATED: January 28, 2016Lease Agreement • March 3rd, 2016 • REGENXBIO Inc. • Biological products, (no disgnostic substances)
LICENSE AGREEMENTLicense Agreement • September 15th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This LICENSE AGREEMENT (“Agreement”) is entered into as of March 6, 2009 (“Effective Date”) by and between ReGenX, a limited liability company organized under the laws of the State of Delaware, with offices at 750 17th Street, NW, Suite 1100, Washington, DC 20006 (“ReGenX”) and SmithKline Beecham Corporation, a Pennsylvania corporation doing business as GlaxoSmithKline, with offices at One Franklin Plaza, 200 North 16th Street, Philadelphia, Pennsylvania, 19102 (“GSK”). ReGenX and GSK are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
License AgreementLicense Agreement • February 27th, 2019 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Delaware
This LICENSE AGREEMENT (“Agreement”) is entered into as of November 4, 2018 (“Effective Date”) by and between REGENXBIO Inc., a corporation organized under the laws of the State of Delaware, with offices at 9600 Blackwell Road, Suite 210, Rockville, MD 20850 (“Licensor”), and Abeona Therapeutics Inc., a corporation organized under the laws of the State of Delaware, with offices at 1330 Avenue of the Americas, 33rd Floor, New York, NY 10019 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENTLicense Agreement • September 15th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • New York
This LICENSE AGREEMENT (“Agreement”) is entered into as of April 10, 2014 (“Effective Date”) by and between ReGenX Biosciences, LLC, a limited liability company organized under the laws of the State of Delaware, with offices at 750 17th Street, NW, Suite 1100, Washington, DC 20006, USA (“Licensor”), and AAVLife, a French simplified joint stock company (Société par actions simplifiée) whose registered office is 183/189 avenue de Choisy – 75013 Paris, France (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED DEVELOPMENT, MANUFACTURING, AND TESTING STANDARD TERMS AND CONDITIONSDevelopment, Manufacturing, and Testing Standard Terms and Conditions • September 15th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Development, Manufacturing and Testing Standard Terms and Conditions together with any Work Orders attached hereto is made and entered into as of April 3, 2015 (Effective Date) by and between WuXi AppTec, Inc., a corporation organized under the laws of Delaware (“WuXi AppTec”), and REGENXBIO Inc., a corporation organized under the laws of Delaware (Customer), Customer and WuXi AppTec are referred to herein individually as a “Party” and collectively as the “Parties”.
CONFIDENTIAL TREATMENT REQUESTED UNIVERSITY of PENNSYLVANIA Second Amendment to License AgreementLicense Agreement • September 15th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances)
This Second Amendment to License Agreement (this “Second Amendment”) effective as of September 9, 2014 (this “Second Amendment Effective Date”), is made by and between The Trustees of the University of Pennsylvania (“Penn”) and ReGenX Biosciences, LLC (“Company”) (collectively, the “Parties”) and amends the License Agreement between the Parties, which was effective as of February 24, 2009, as subsequently amended by a First Amendment dated March 6, 2009 (the “License Agreement”). All capitalized terms used but not defined herein shall have the meaning set forth in the License Agreement.
CONFIDENTIAL TREATMENT REQUESTED AGREEMENTLicensing Agreement • September 15th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT (“Agreement”) is entered into as of November 22, 2010 (“Effective Date”) by and between ReGenX Biosciences, LLC (formerly known as ReGenX, LLC), a limited liability company organized under the laws of the State of Delaware, with offices at 750 17th Street, NW, Suite 1100, Washington, DC 20006 (“Licensor”), Chatham Therapeutics, LLC, a North Carolina limited liability company with offices at 45 Chatham Parkway, Chapel Hill, NC 27517 (“Licensee”), and, for purposes of Article 10, Asklepios Biopharmaceutical, Inc., a North Carolina corporation with offices at 45 Chatham Parkway, Chapel Hill, NC 27517 (“Guarantor”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED LICENSE AGREEMENTLicense Agreement • September 15th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Delaware
This LICENSE AGREEMENT (“Agreement”) is entered into as of May 28, 2014 (“Effective Date”) by and between ReGenX Biosciences, LLC, a limited liability company organized under the laws of the State of Delaware, with offices at 750 17th Street, NW, Suite 1100, Washington, DC 20006 (“Licensor”), and Voyager Therapeutics, Inc., a corporation organized under the laws of the State of Delaware, with offices at 75 Sidney Street, Cambridge, MA 02139 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • March 6th, 2018 • REGENXBIO Inc. • Biological products, (no disgnostic substances)
This First Amendment to License Agreement (the “First Amendment”) is made as of January 8, 2018 (the “First Amendment Effective Date”) by and between REGENXBIO Inc. (formerly known as ReGenX Biosciences, LLC), a corporation organized under the laws of the State of Delaware, with offices at 9600 Blackwell Road, Suite 210, Rockville, MD 20850 (“Licensor”), and AveXis, Inc., a corporation organized under the laws of the State of Delaware, with offices at 2275 Half Day Road, Suite 200, Bannockburn, IL 60015 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO LEASELease • March 3rd, 2016 • REGENXBIO Inc. • Biological products, (no disgnostic substances)
This SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 23rd day of November, 2015 (the “Effective Date”) by and between BMR-MEDICAL CENTER DRIVE LLC, a Delaware limited liability company (“Landlord”) and REGENXBIO INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • November 4th, 2020 • REGENXBIO Inc. • Biological products, (no disgnostic substances)
This THIRD AMENDMENT TO LEASE AGREEMENT (“this Third Amendment”) is dated as of October 30, 2020 (“Effective Date”), by and between ARE-MARYLAND NO. 24, LLC, a Delaware limited liability company, having an address at 26 North Euclid Avenue, Pasadena, California 91101 (“Landlord”), and REGENXBIO INC., a Delaware corporation, having an address at Suite 210, 9600 Blackwell Road, Rockville, Maryland 20850 (“Tenant”).
September 14, 2024 Vittal Vasista Austin, TX 78746Separation Agreement • November 6th, 2024 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Maryland
This letter (“Agreement”) confirms the details of your separation from REGENXBIO Inc. (“REGENXBIO” or the “Company”), and all subsidiaries, successors, affiliated and/or related entities (collectively referred to as “REGENXBIO” or the “Company”). While these matters are never easy, we hope that your separation can occur as smoothly as possible and on an amicable basis. To that end, REGENXBIO offers you the following separation package to assist you going forward with the transition to other employment, contingent upon your entering into this Agreement upon the terms set forth below:
Fourth Amendment to License AgreementLicense Agreement • May 7th, 2019 • REGENXBIO Inc. • Biological products, (no disgnostic substances)
This Fourth Amendment to License Agreement (this “Fourth Amendment”) effective as of April 4, 2019 (this “Fourth Amendment Effective Date”), is made by and between The Trustees of the University of Pennsylvania (“Penn”) and REGENXBIO Inc. (“Company”) (collectively, the “Parties”) and amends the License Agreement between the Parties, which was effective as of February 24, 2009, as subsequently amended by a First Amendment dated March 6, 2009, a Second Amendment dated September 9, 2014, and a Third Amendment dated April 29, 2016 (the “License Agreement”). All capitalized terms used but not defined herein shall have the meaning set forth in the License Agreement.
ARE-MARYLAND NO. 24, LLCLease Agreement • May 7th, 2019 • REGENXBIO Inc. • Biological products, (no disgnostic substances)
Reference is made to that certain Lease Agreement dated as of November 1, 2018 (“Lease”) between REGENXBIO Inc., a Delaware corporation, as tenant (“Tenant”), and ARE-Maryland No. 24, LLC, a Delaware limited liability company, as landlord (“Landlord”). Initially capitalized terms not specifically defined in this letter agreement are intended to have the meanings set forth for such terms in the Lease.
Certain identified information has been excluded from this exhibit because such information both (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. Excluded information is indicated with brackets and asterisks....Collaboration and License Agreement • November 2nd, 2021 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • New York
This Collaboration and License Agreement (the “Agreement”) is made and entered into as of September 10, 2021 (the “Execution Date”) by and between REGENXBIO Inc., a corporation organized under the laws of the State of Delaware (“REGENX”) and AbbVie Global Enterprises Ltd., a Bermuda company (“PARTNER”). REGENX and PARTNER are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST LEASE AMENDMENTLease Amendment • June 3rd, 2019 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • New York
THIS FIRST LEASE AMENDMENT (“Amendment”) made as of the 28th day of May, 2019 (the “Effective Date”) by and between DS400OWNER, LLC (“Owner”), having an office at 400 Madison Avenue, Suite 14B, New York, New York 10017 and REGENXBIO INC. (“Tenant”), having an office at 9600 Blackwell Road, Suite 210, Rockville, Maryland 20850.
Consulting AgreementConsulting Agreement • November 6th, 2024 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Maryland
This Consulting Agreement (the “Agreement”) is entered into as of September 16, 2024, by and between REGENXBIO Inc. (“REGENXBIO”), a Delaware corporation with offices at 9804 Medical Center Drive, Rockville, Maryland 20850, and Vittal Vasista (“Consultant”), an individual with an address at 1218 Harve Lafitte Drive, Austin, TX 78746 each a “Party” and collectively the “Parties”).
Royalty Purchase Agreement Between REGENXBIO Inc., as Seller the entities set forth on Schedule 1.1 HERETO, as Purchaser, and HCR COLLATERAL MANAGEMENT LLC, as Purchaser Representative Dated as of December 22, 2020Royalty Purchase Agreement • March 1st, 2021 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • New York
Royalty Purchase Agreement, dated as of December 22, 2020 (this “Agreement”), between REGENXBIO Inc., a Delaware corporation, as Seller (“Seller”), the entities set forth on Schedule 1.1, as Purchaser (collectively, “Purchaser”), and, solely in its capacity as representative of the Purchaser, HCR COLLATERAL MANAGEMENT LLC, a Delaware limited liability company (“HCR Agent”).
REGENX BIOSCIENCES, LLC BOARD OF MANAGERS AGREEMENTBoard of Managers Agreement • August 17th, 2015 • REGENXBIO Inc. • Biological products, (no disgnostic substances) • Delaware
This BOARD OF MANAGERS AGREEMENT (this “Agreement”) is made and entered into as of February 6, 2013 by and between ReGenX Biosciences, LLC, a Delaware limited liability company (“ReGenX”), and Mr. Don Hayden, an individual (the “Manager”). ReGenX and the Manager are referred to herein together as the “Parties.”
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • November 8th, 2017 • REGENXBIO Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE AGREEMENT ("First Amendment") is made this 3rd day of November, 2017 (the “First Amendment Effective Date”), by and between 9600 BLACKWELL II LLC, a Maryland limited liability company (“Landlord”), as successor in interest to TNREF III 9600 BLACKWELL, LLC, a Delaware limited liability company ("Original Landlord"), and REGENXBIO INC., a Delaware corporation ("Tenant").
LEASE AGREEMENTLease Agreement • November 7th, 2018 • REGENXBIO Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (“this Lease”) is made as of this __1__ day of November, 2018, between ARE-MARYLAND NO. 24, LLC, a Delaware limited liability company (“Landlord”), and REGENXBIO INC., a Delaware corporation (“Tenant”).
