Dimension Therapeutics, Inc. Sample Contracts

DIMENSION THERAPEUTICS, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • November 10th, 2016 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

Dimension Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

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Underwriting Agreement
Underwriting Agreement • October 13th, 2015 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

Dimension Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of Common Stock, par value $0.0001 (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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DIMENSION THERAPEUTICS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 14th, 2015 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between Dimension Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).(1)

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LEASE AGREEMENT
Lease Agreement • November 3rd, 2015 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances)

THIS LEASE AGREEMENT (this “Lease”) is made this 2nd day of November, 2015, between ARE-MA REGION NO. 20, LLC, a Delaware limited liability company (“Landlord”), and DIMENSION THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

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DIMENSION THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • September 14th, 2015 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between Dimension Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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Contract
Warrant Agreement • September 14th, 2015 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 14th, 2015 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
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EMPLOYMENT AGREEMENT
Employment Agreement • October 13th, 2015 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Employment Agreement (the “Agreement”) is between Dimension Therapeutics, Inc. (the “Company”) and Jean Franchi (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 “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes, amends and restates in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.

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OPTION AND LICENSE AGREEMENT
Option and License Agreement • October 13th, 2015 • Dimension Therapeutics, 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.”

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DIMENSION THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT April 20, 2015
Investors’ Rights Agreement • September 14th, 2015 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 20th day of April, 2015, by and among Dimension Therapeutics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Investors (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.

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COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • October 13th, 2015 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York

This COLLABORATION AND LICENSE AGREEMENT (“Agreement”) is entered into as of June 18, 2014 (“Effective Date”) by and between 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 (“Dimension”), and Bayer HealthCare LLC, a limited liability company organized under the laws of the State of Delaware, with offices at 455 Mission Bay Blvd South, San Francisco, CA 94158 (“Bayer”). Dimension and Bayer are hereinafter referred to individually as a “Party” and collectively as the “Parties.”

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RESEARCH, COLLABORATION & LICENSE AGREEMENT DATED AS OF MAY 5, 2016 BY AND BETWEEN THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA AND DIMENSION THERAPEUTICS, INC.
Research, Collaboration & License Agreement • March 9th, 2017 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

This Research, Collaboration & License Agreement (this “Agreement”) is dated as of May 5, 2016 (the “Effective Date”) by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and Dimension Therapeutics, Inc., a corporation organized under the laws of the state of Delaware (“Licensee”). Penn and Licensee may be referred to herein as a “Party” or, collectively, as “Parties”.

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LICENSE AGREEMENT
License Agreement • October 13th, 2015 • Dimension Therapeutics, 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.”

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INDENTURE OF LEASE by and between RIVERTECH ASSOCIATES II, LLC (“LESSOR”) and DIMENSION THERAPEUTICS, INC. (“LESSEE”) RIVERSIDE TECHNOLOGY CENTER
Commercial Lease • September 14th, 2015 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

Agreement entered into this 11th day of March, 2014 in consideration of the covenants and other benefits herein contained the receipt and sufficiency of said consideration being hereby acknowledged.

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RIVERSIDE TECHNOLOGY CENTER SECOND LEASE AMENDMENT TO THE LEASE BETWEEN RIVERTECH ASSOCIATES II, LLC AND DIMENSION THERAPEUTICS, INC.
Lease Amendment • August 8th, 2017 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

Determination and payment of all Annual Base Rent, Additional Rent and other sums due as Rent shall be payable and in all other respects shall be governed during the remainder of the current Term, and for the Extended Term, as contemplated under the Existing Lease, except to the extent modified and supplemented herein.

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AGREEMENT AND PLAN OF MERGER by and among: DIMENSION THERAPEUTICS, INC., a Delaware corporation; REGENXBIO INC., a Delaware corporation; and MUDDY CHARLES ACQUISITION CORPORATION, a Delaware corporation Dated as of August 24, 2017
Merger Agreement • August 25th, 2017 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 24, 2017, by and among: REGENXBIO INC., a Delaware corporation (“Parent”); MUDDY CHARLES ACQUISITION CORPORATION, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”); and DIMENSION THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2017 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This Employment Agreement (the “Agreement”) is between Dimension Therapeutics, Inc. (the “Company”) and Mary Thistle (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 “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes, amends and restates in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation any offer letter, employment agreement or severance agreement.

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Re: Separation Agreement and Release
Separation Agreement and Release • July 24th, 2017 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts

This letter also proposes the Separation and Release Agreement (this “Agreement”) referred to in the Employment Agreement. If you enter into and comply with this Agreement you will be entitled to the Severance Benefits described below. In any event, and regardless of whether you enter into this Agreement and receive the Severance Benefits, the following bulleted terms and obligations shall apply:

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SPONSORED RESEARCH AND OPTION AGREEMENT
Sponsored Research Agreement • March 9th, 2017 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

This Sponsored Research Agreement (“Agreement”), effective as of January 1, 2015 (the “Effective Date”) is made by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Institution”), with offices located at The Penn Center for Innovation, 3160 Chestnut St., Suite 200, Philadelphia, PA 19104, and Dimension Therapeutics, Inc., a corporation organized under the laws of Delaware (“Sponsor”), having a place of business at 840 Memorial Drive, Cambridge, MA, 02139.

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SPONSORED RESEARCH AND OPTION AGREEMENT
Sponsored Research Agreement • July 17th, 2015 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

This Sponsored Research Agreement (“Agreement”), effective as of January 1, 2015 (the “Effective Date”) is made by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Institution”), with offices located at The Penn Center for Innovation, 3160 Chestnut St., Suite 200, Philadelphia, PA 19104, and Dimension Therapeutics, Inc., a corporation organized under the laws of Delaware (“Sponsor”), having a place of business at 840 Memorial Drive, Cambridge, MA, 02139.

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SPONSORED RESEARCH AND OPTION AGREEMENT
Sponsored Research and Option Agreement • October 13th, 2015 • Dimension Therapeutics, Inc. • Biological products, (no disgnostic substances) • Pennsylvania

This Sponsored Research Agreement (“Agreement”), effective as of January 1, 2015 (the “Effective Date”) is made by and between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Institution”), with offices located at The Penn Center for Innovation, 3160 Chestnut St., Suite 200, Philadelphia, PA 19104, and Dimension Therapeutics, Inc., a corporation organized under the laws of Delaware (“Sponsor”), having a place of business at 840 Memorial Drive, Cambridge, MA, 02139.

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