7,777,778 Shares Pre-Funded Warrants to Purchase 3,333,333 Shares Voyager Therapeutics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2024 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Voyager Therapeutics, Inc. Common STOCk SALES AGREEMENTSales Agreement • November 8th, 2022 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Voyager Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
VOYAGER THERAPEUTICS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • October 28th, 2015 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Voyager Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
VOYAGER THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • October 28th, 2015 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Voyager Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2018 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (the “Agreement”) is made as of June 28, 2018 (the “Effective Date”) by and between Voyager Therapeutics, Inc. (the “Company”) and Gaetan Andre Turenne (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2018 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (the “Agreement”) is made effective as of November 7, 2018 (the “Effective Date”) by and between Voyager Therapeutics, Inc. (the “Company”) and Allison Dorval (the “Executive”). Except with respect to the Executive’s Confidentiality, Noncompetition and Assignment Agreement with the Company (the “Confidentiality Agreement”) dated May 18, 2017 between the Company and the Executive, the Company’s 2015 Stock Option and Grant Plan and any applicable stock option and/or restricted stock agreements with the Company with respect to equity grants held by the Executive (collectively, the “Equity Documents”), this Agreement supersedes, amends and restates in all respects all prior agreements and understandings between the Executive and the Company regarding the subject matter herein, including without limitation the May 17, 2017 offer letter entered into by the Executive and the Company (the “Offer Letter”).
STOCK PURCHASE AGREEMENT By and Between NOVARTIS PHARMA AG AND VOYAGER THERAPEUTICS, INC. Dated as of December 28, 2023Stock Purchase Agreement • February 28th, 2024 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of December 28, 2023 (the “Signing Date”), by and between Novartis Pharma AG (the “Investor”), a corporation organized and existing under the laws of Switzerland, with its principal business office at Lichtstrasse 35, CH-4056 Basel, Switzerland, and Voyager Therapeutics, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 75 Hayden Avenue, Lexington, MA 02421.
COLLABORATION AGREEMENT by and between VOYAGER THERAPEUTICS, INC. and GENZYME CORPORATION February 11, 2015Collaboration Agreement • November 6th, 2015 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS COLLABORATION AGREEMENT (this “Agreement”), entered into as of February 11, 2015 (the “Effective Date”), is entered into by and between Voyager Therapeutics, Inc., a corporation organized and existing under the laws of Delaware (“Voyager”), and, Genzyme Corporation, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (“Genzyme”).
LEASE 45/75 Sidney Street Cambridge, Massachusetts LANDLORDLease • October 28th, 2015 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances)
AMENDED AND RESTATED INVESTOR AGREEMENT By and Between NEUROCRINE BIOSCIENCES, INC. AND VOYAGER THERAPEUTICS, INC. Dated as of January 8, 2023Investor Agreement • March 7th, 2023 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTOR AGREEMENT (this “Agreement”) is made as of January 8, 2023, by and between Neurocrine Biosciences, Inc. (the “Investor”), a Delaware corporation with its principal place of business at 12780 El Camino Real, San Diego, CA 92130, and Voyager Therapeutics, Inc. (the “Company”), a Delaware corporation with its principal place of business at 64 Sidney Street, Cambridge, MA 02139.
VOYAGER THERAPEUTICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT INDUCEMENT GRANT PURSUANT TO NASDAQ STOCK MARKET RULE 5635(C)(4)Non-Qualified Stock Option Agreement • February 26th, 2019 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This agreement (the “Agreement”) evidences the grant by Voyager Therapeutics, Inc. (the “Company”) to the Optionee named above, an employee of the Company, of an option (the “Stock Option”) to purchase, on the terms provided herein, all or part of the number of shares of common stock, par value $0.001 per share, of the Company (the “Stock”) specified above at the Option Exercise Price per Share specified above. Except as otherwise indicated by the context, the term “Optionee”, as used herein, shall be deemed to include any person who acquires the right to exercise the Stock Option validly under its terms.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 4th, 2015 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Agreement, effective as of January 30, 2014 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by and on behalf of its Medical School (Worcester campus), and Voyager Therapeutics, Inc. (“Company”), a Delaware corporation.
LICENSE AGREEMENTLicense Agreement • November 4th, 2015 • Voyager Therapeutics, 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.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2024 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (this “Agreement”) is made as of February 29, 2024 (the “Effective Date”) by and between Voyager Therapeutics, Inc. (the “Company”) and Toby Ferguson, M.D., Ph.D. (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • May 9th, 2023 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
Voyager Property (defined below) and other Confidential Information (defined below) and copies thereof provided to Consultant under this Agreement; and (e) the terms, conditions and obligations under Sections 2 and 4 through 14 will survive expiration or termination of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2021 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • California
This Employment Agreement (this “Agreement”) is made as of May 19, 2021 (the “Effective Date”) by and between Voyager Therapeutics, Inc. (the “Company”) and Glenn Pierce (the “Executive”).
OPTION AND LICENSE AGREEMENT By and between VOYAGER THERAPEUTICS, INC. AND NOVARTIS PHARMA, A.G. March 4, 2022Option and License Agreement • March 7th, 2023 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This OPTION AND LICENSE AGREEMENT (the “Agreement”) is entered into and made effective as of March 4, 2022(the “Effective Date”), by and between Voyager Therapeutics, Inc., a Delaware corporation, having its principal place of business at 75 Sidney Street, Cambridge, MA 02139 (“Voyager”), and Novartis Pharma AG, a corporation, having its principal place of business at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”). Voyager and Novartis are referred to herein individually as a “Party” and collectively as the “Parties”.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. COLLABORATION AND...Collaboration and License Agreement • March 7th, 2023 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of January 8, 2023 (the “Execution Date”), by and between Voyager Therapeutics, Inc., a Delaware corporation having its principal place of business at 64 Sidney Street, Cambridge, MA 02139 (“Voyager”), and Neurocrine Biosciences, Inc., a Delaware corporation having its principal place of business at 12780 El Camino Real, San Diego, CA 92130 (“Neurocrine”). Voyager and Neurocrine are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2022 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Second Amended and Restated Employment Agreement (this “Agreement”) is made as of September 7, 2022 (the “Effective Date”) by and between Voyager Therapeutics, Inc. (the “Company”) and Todd Carter, Ph.D. (the “Executive”).
COLLABORATION AND OPTION AGREEMENT By and between VOYAGER THERAPEUTICS, INC. AND ABBVIE IRELAND UNLIMITED COMPANY February 21, 2019Collaboration and Option Agreement • February 26th, 2019 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Each Regulatory Milestone Payment set forth in Section 10.2.2(a) is payable only once for each Licensed Compound (e.g., if a [**]). Only one Regulatory Milestone Payment is payable for each Milestone Event for a Licensed Compound, even if multiple Licensed Products that contain or are comprised of such Licensed Compound achieve such Milestone Event. Only one Milestone Payment is payable for each Milestone Event for a Licensed Product, irrespective of the number of Licensed Compounds contained by such Licensed Product. By way of example and not limitation, if a Licensed Product containing or comprised of Licensed Compound x achieves the Milestone Event in Section 10.2.2(a)(ii), then no additional Milestone Payment shall be due if a different Licensed Product containing or comprised of Licensed Compound x achieves such Milestone Event.
EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2022 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (this “Agreement”) is made as of October 1, 2021 (the “Agreement Date”) by and between Voyager Therapeutics, Inc. (the “Company”) and Julie Burek (the “Executive”).
INVESTOR AGREEMENT By and Between NEUROCRINE BIOSCIENCES, INC. AND VOYAGER THERAPEUTICS, INC. Dated as of January 28, 2019Investor Agreement • February 26th, 2019 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INVESTOR AGREEMENT (this “Agreement”) is made as of January 28, 2019, by and between Neurocrine Biosciences, Inc. (the “Investor”), a Delaware corporation with its principal place of business at 12780 El Camino Real, San Diego, CA 92130, and Voyager Therapeutics, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 75 Sidney Street, Cambridge, MA 02139.
SUBLEASE TERMINATION AGREEMENTLease Agreement • June 23rd, 2022 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS SUBLEASE TERMINATION AGREEMENT (this “Agreement”) is entered into as of this 22nd day of June, 2022 (“Effective Date”), by and between Voyager Therapeutics, Inc., a Delaware corporation (“Voyager”), and BioNTech US Inc., a Delaware corporation (“BioNTech”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2019 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Employment Agreement (this “Agreement”) is made as of May 20, 2019 (the “Effective Date”) by and between Voyager Therapeutics, Inc. (the “Company”) and Omar Khwaja, MD, PhD, (the “Executive”).
AMENDMENT No. 1Consulting Agreement • November 6th, 2019 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 01 (“Amendment”) is entered into as of September 16, 2019 (the “Amendment Effective Date”) between Dinah Sah (“Consultant”) and Voyager Therapeutics, Inc. (“Voyager”) and relates to the Agreement referred to below.
CONSULTING AGREEMENTConsulting Agreement • May 13th, 2024 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS AGREEMENT (together with the attached Services Form, the “Agreement”), is entered into as of May 6, 2024 (the “Effective Date”), by and between Peter P. Pfreundschuh, an individual (the “Consultant”), and Voyager Therapeutics, Inc., a Delaware corporation located at 75 Hayden Avenue, Lexington, MA 02421 (hereinafter “Voyager”).
INVESTOR AGREEMENT By and Between NOVARTIS PHARMA AG AND VOYAGER THERAPEUTICS, INC. Dated as of December 28, 2023Investor Agreement • February 28th, 2024 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INVESTOR AGREEMENT (this “Agreement”) is dated as of December 28, 2023 and effective as of the Closing (as defined below), by and between Novartis Pharma AG (the “Investor”), a corporation organized and existing under the laws of Switzerland, with its principal business office at Lichtstrasse 35, CH-4056 Basel, Switzerland, and Voyager Therapeutics, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 75 Hayden Avenue, Lexington, MA 02421.
AMENDMENT NO. 3 TO CONSULTING AGREEMENTConsulting Agreement • February 28th, 2024 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 3 to Consulting Agreement (this ”Amendment”) effective as of May 1, 2023 (“Amendment Effective Date”) is entered into by and between (i) Voyager Therapeutics, Inc., a Delaware corporation with an office located at 64 Sidney Street, Cambridge, MA 02139 (“Voyager”) and (ii) Dinah Sah, Ph.D., an individual residing at 15 Huckleberry Road, Hopkinton, MA 01748 (“Consultant”).
THIRD AMENDMENT TO LEASE AGREEMENTLease Agreement • June 5th, 2018 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT TO LEASE AGREEMENT (“Third Amendment”) made and entered into this 1st day of June, 2018, by and between UP 45/75 SIDNEY STREET, LLC, a Delaware limited liability company (“Landlord”); and VOYAGER THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. TERMINATION AGREEMENTTermination Agreement • August 9th, 2019 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances)
This TERMINATION AGREEMENT (the “Agreement”), is entered into as of June 14, 2019 (the “Agreement Date”), to terminate that certain Collaboration Agreement, dated February 11, 2015, as amended by Amendment No. 1 to Collaboration Agreement, dated March 28, 2017 (together, the “Collaboration Agreement”), by and between Voyager Therapeutics, Inc., a corporation organized and existing under the laws of Delaware (“Voyager”), and Genzyme Corporation, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (“Genzyme”). Genzyme and Voyager are each referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 4 TO CONSULTING AGREEMENTConsulting Agreement • May 13th, 2024 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 4 to Consulting Agreement (this “Amendment”) effective as of February 1, 2024 (“Amendment Effective Date”) is entered into by and between (i) Voyager Therapeutics, Inc., a Delaware corporation with an office located at 75 Hayden Avenue, Lexington, MA 02421 (“Voyager”) and (ii) Dinah Sah, Ph.D., an individual residing at [**] (“Consultant”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. AMENDED AND RESTATED OPTION...Option and License Agreement • August 9th, 2019 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This AMENDED AND RESTATED OPTION AND LICENSE AGREEMENT (this “Agreement”) is made and entered into as of June 14, 2019 (the “Effective Date”) by and between Voyager Therapeutics, Inc., a corporation organized and existing under the laws of Delaware (“Voyager”), and Genzyme Corporation, a corporation organized and existing under the laws of the Commonwealth of Massachusetts (“Genzyme”, collectively with Voyager, the “Parties” and each, individually, a “Party”), and amends and restates that certain Non-Exclusive Option and License Agreement by and between Voyager and Genzyme (the “Original Agreement”) dated as of February 11, 2015.
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • June 5th, 2018 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE AGREEMENT (“Agreement”) made and entered into this 1st day of June, 2018, by and between UP 64 SIDNEY STREET, LLC, a Delaware limited liability company (“Landlord”); and VOYAGER THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
SEPARATION AND RELEASE OF CLAIMS AGREEMENTSeparation and Release of Claims Agreement • March 8th, 2022 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Separation and Release of Claims Agreement (this “Agreement”) is made as of the Agreement Effective Date (as defined below) by and between Voyager Therapeutics, Inc. (the “Company”) and Allison Dorval (“Executive”) (together, the “Parties”).
AMENDMENT NO. 2 TOConsulting Agreement • February 25th, 2021 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 02 TO CONSULTING AGREEMENT (“Amendment”) is entered into as of August 1, 2020 (the “Amendment Effective Date”) between Steven M. Paul, M.D. (“Company”) and Voyager Therapeutics, Inc. (“Voyager”) and relates to the Agreement referred to below.
