HOMOLOGY MEDICINES, INC. (a Delaware corporation) 6,596,306 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 9th, 2021 • Homology Medicines, Inc. • Pharmaceutical preparations • New York
HOMOLOGY MEDICINES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2018 • Homology Medicines, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20[18] between Homology Medicines, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 11, 2020 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and Q32 BIO INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 2nd, 2018 • Homology Medicines, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of July 28, 2017, by and among Homology Medicines, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (each, an “Investor,” and together with any subsequent investors, or transferees, who become parties hereto as “Investors” in accordance with the terms hereof, the “Investors”), and, solely for purposes of Section 2 (other than Subsections 2.1 and 2.10), Subsection 4.1 and Section 6 (other than Subsection 6.6), California Institute of Technology (“Caltech”).
Employment AgreementEmployment Agreement • March 23rd, 2022 • Homology Medicines, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of March 18, 2020, is made by and between Homology Medicines, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Paul Alloway, PhD, J.D. (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), and effective as of May 4, 2020 (the “Effective Date”).
HOMOLOGY MEDICINES, INC. COMMON STOCK SALES AGREEMENTCommon Stock • March 9th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 25, 2024, among Q32 Bio Inc., a Delaware corporation, and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and. collectively, the “Purchasers”).
Employment AgreementEmployment Agreement • March 19th, 2018 • Homology Medicines, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of March 18, 2018, is made by and between Homology Medicines, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Arthur O. Tzianabos (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”).
Q32 BIO INC. AMENDED AND RESTATED FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Q32 Bio Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
ContractQ32 Bio Inc. • March 27th, 2024 • Pharmaceutical preparations • Delaware
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.
ContractQ32 Bio Inc. • March 27th, 2024 • Pharmaceutical preparations • Delaware
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.
Q32 BIO INC. SUPPORT AGREEMENTSupport Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of November 16, 2023 is made by and among Homology Medicines, Inc., a Delaware corporation (“Homology”), Q32 Bio Inc., a Delaware corporation (the “Company”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of the Company.
Q32 BIO INC. AMENDED AND RESTATED FORM OF OFFICER INDEMNIFICATION AGREEMENTForm of Officer Indemnification Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Q32 Bio Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
Confidential Treatment Requested by Homology Medicines, Inc. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 19th, 2018 • Homology Medicines, Inc. • Pharmaceutical preparations • California
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into as of the 28th day of April, 2016 (the “Effective Date”) by and between Homology Medicines, Inc., a Delaware corporation with a principal place of business at 44 Hartwell Avenue, Suite 102, Lexington, Massachusetts 02421 (“Licensee”) and City of Hope, a California nonprofit public benefit corporation located at 1500 East Duarte Road, Duarte, California 91010 (“City of Hope” or “COH”). Licensee and COH are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Employment AgreementEmployment Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of November 16, 2023, is made by and between Homology Medicines, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Charles Michaud, Jr. (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), and effective as of November 17, 2023 (the “Effective Date”).
COLLABORATION AND LICENSE AGREEMENT BY AND BETWEEN HOMOLOGY MEDICINES, INC. AND NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC. DATED NOVEMBER 6, 2017Collaboration and License Agreement • March 23rd, 2018 • Homology Medicines, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into this 6th day of November, 2017 (the “Effective Date”), by and between Homology Medicines, Inc., a corporation organized under the laws of the State of Delaware, having a business address at 45 Wiggins Avenue, Bedford, MA 01730 (“HMI”), and Novartis Institutes for BioMedical Research, Inc., a corporation organized under the laws of the State of Delaware, having a business address at 250 Massachusetts Avenue, Cambridge, MA 02139 (“NVS”). HMI and NVS are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • March 19th, 2018 • Homology Medicines, Inc. • Pharmaceutical preparations • California
THIS AGREEMENT is effective as of the 14th day of September, 2016 (the “Effective Date”), between the CALIFORNIA INSTITUTE OF TECHNOLOGY (“Caltech”), a not-for-profit corporation duly organized and existing under the laws of the State of California with an address at 1200 East California Boulevard, MC 6-32, Pasadena, California 91125 and HOMOLOGY MEDICINES, INC. (“Licensee”), a Delaware corporation having a place of business at 44 Hartwell Avenue, Suite 102, Lexington, Massachusetts 02421 (the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between Q32 Bio Inc., a Delaware corporation (the “Company”), and you, Jodie Morrison and is effective as of, and conditioned on the closing of, the transactions contemplated by that certain Agreement and Plan of Merger, dated as of November 16, 2023, by and among the Company, Homology Medicines, Inc., and the other parties thereto (the “Effective Date”). For the avoidance of doubt, if the closing of such transactions does not occur, this Agreement shall be null and void ab initio. Except with respect to the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between you and the Company regarding the subject matter herein, including without limitation (i) the Employment Agreement between you and the Company dated September 8, 2022 (as amended, the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement between you and the Company.
Confidential Treatment Requested by Homology Medicines, Inc. FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • March 2nd, 2018 • Homology Medicines, Inc. • Pharmaceutical preparations
This amendment to the License Agreement (the “First License Amendment”), effective on the date last signed below, (“Amendment Effective Date”) is by and between Homology Medicines, Inc., a Delaware corporation having a place of business at 45 Wiggins Avenue, Bedford, MA 01730 (“HMI”) and California Institute of Technology, a not-for-profit corporation duly organized and existing under the laws of the State of California with an address at 1200 East California Boulevard, MC 6-32, Pasadena, California 91125 (“Caltech”; HMI and Caltech together are the “Parties”).
Amended and Restated Employment AgreementSeparation Agreement and Release • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (this “Agreement”), dated as of November 16, 2023, is made by and between Homology Medicines, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Paul Alloway, Ph.D., J.D. (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), and effective as of November 17, 2023 (the “Effective Date”).
CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN HOMOLOGY MEDICINES, INC. and EQUINITI TRUST COMPANY, LLC, as Rights Agent Dated as of March 23, 2024Contingent Value Rights Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2024, is entered into by and between Homology Medicines, Inc., a Delaware corporation (“Homology”), and Equiniti Trust Company, LLC, a New York limited liability company (“EQ”), as initial Rights Agent (as defined herein).
LOCK-UP AGREEMENTMerger Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations
SUBSCRIPTION AGREEMENTSubscription Agreement • March 27th, 2024 • Q32 Bio Inc. • Pharmaceutical preparations • Delaware
This Subscription Agreement (this “Agreement”) is made and entered into as of November 16, 2023 (the “Effective Date”) by and among Q32 Bio Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 8 hereof.
CONSULTING AGREEMENTConsulting Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (the “Agreement”), effective as of November 17, 2023 (the “Effective Date”), is made by and between Homology Medicines, Inc., a Delaware corporation (the “Company”), and W. Bradford Smith (“Consultant”).
AGREEMENT AND PLAN OF MERGER by and among: HOMOLOGY MEDICINES, INC.; KENOBI MERGER SUB, INC.; and Q32 BIO INC. Dated as of November 16, 2023Agreement and Plan of Merger • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 16, 2023, by and among HOMOLOGY MEDICINES, INC., a Delaware corporation (“Homology”), KENOBI MERGER SUB, INC., a Delaware corporation and a direct, wholly owned subsidiary of Homology (“Merger Sub”), and Q32 BIO INC., a Delaware corporation (“Q32”). Certain capitalized terms used in this Agreement are defined in Section 1.1.
HOMOLOGY MEDICINES, INC. SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of November 16, 2023, by and between Homology Medicines, Inc. (the “Company”) and W. Bradford Smith (“Executive,” and, together with the Company, the “Parties”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 9th, 2020 • Homology Medicines, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of July 28, 2017, by and among Homology Medicines, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (each, an “Investor,” and together with any subsequent investors, or transferees, who become parties hereto as “Investors” in accordance with the terms hereof, the “Investors”), and, solely for purposes of Section 2 (other than Subsections 2.1 and 2.10), Subsection 4.1 and Section 6 (other than Subsection 6.6), California Institute of Technology (“Caltech”).
Confidential Treatment Requested by Homology Medicines, Inc.Letter Agreement • March 2nd, 2018 • Homology Medicines, Inc. • Pharmaceutical preparations • California
February 11, 2021 BY EMAIL Jason Campagna Re: Employment Agreement Dear Jason:Employment Agreement • January 29th, 2024 • Homology Medicines, Inc. • Pharmaceutical preparations
On behalf of Q32 Bio Inc. (the “Company”) I am pleased to offer you the position of Chief Medical Officer and look forward to building a truly great company together. This letter agreement (this “Agreement”) confirms the terms and conditions of your employment with the Company.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 10th day of August, 2022 by and between SILICON VALLEY BANK (“Bank”) and Q32 BIO INC., a Delaware a corporation (“Borrower”) whose address is One Broadway, 11th Floor, Cambridge, Massachusetts 02142.
CONTRIBUTION AGREEMENTContribution Agreement • March 23rd, 2022 • Homology Medicines, Inc. • Pharmaceutical preparations • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of March 10, 2022, by and between Homology Medicines, Inc., a Delaware corporation (the “Assignor”), and Roadrunner Solutions LLC, a Delaware limited liability company (the “Assignee”). The Assignor and the Assignee are each referred to herein as a “Party” and collectively referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the respective meanings given to them in that certain Equity Securities Purchase Agreement, dated as of January 28, 2022 (the “Purchase Agreement”), by and among the Assignor, the Assignee, Oxford Biomedica (US), Inc., a Delaware corporation (“Purchaser”), and Oxford Biomedica plc, a public company organized under the laws of England and Wales.
AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • August 10th, 2020 • Homology Medicines, Inc. • Pharmaceutical preparations
This Amendment to Collaboration and License Agreement (this “Amendment”) is entered into as of December 17, 2018 (the “Amendment Date”) by and between Homology Medicines, Inc., a corporation organized under the laws of the State of Delaware, having a business address at 1 Patriots Park, Bedford, MA 01730 (“HMI”), and Novartis Institutes for BioMedical Research, Inc., a corporation organized under the laws of the State of Delaware, having a business address at 250 Massachusetts Avenue, Cambridge, MA 02139 (“NVS”). HMI and NVS are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • Massachusetts
This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 26th day of April, 2023 by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank”) and Q32 Bio Inc., a Delaware corporation (“Borrower”) whose address is 830 Winter Street, Waltham, Massachusetts 02451.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations
This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 21st day of December, 2022 by and between SILICON VALLEY BANK (“Bank”) and Q32 BIO INC., a Delaware corporation (“Borrower”) whose address is 830 Winter Street, Waltham, Massachusetts 02451.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. TERMINATION AGREEMENTTermination Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations
This Termination Agreement (this “Agreement”) is entered into as of November 10, 2023 (the “Termination Date”) by and between Q32 Bio Inc. (“Q32”) and Horizon Therapeutics Ireland DAC (“Horizon”). Each of Q32 and Horizon may be referenced hereto as a “Party” and collectively, the “Parties.”
