INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Translate Bio, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”) [[Solely with respect to officers and directors that execute this form of indemnification agreement on or prior to the Company’s initial public offering:] and shall be effective as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of 1933, as amended, of shares of the Company’s common stock].
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • July 3rd, 2019 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • New York
TRANSLATE BIO, INC. 12,506,811 Shares of Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • June 26th, 2020 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • New York
WALTHAM, MASSACHUSETTS Lease Dated November 3, 2020 (“Effective Date”)Lease Agreement • March 1st, 2021 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE (this “Lease”) in which Landlord and Tenant are the parties hereinafter named, and which relates to space in the building known as, and having an address at, 200 West Street, Waltham, Massachusetts 02451.
Translate Bio, Inc. 9,000,000 Shares Common Stock ($0.001 par value per share) Underwriting AgreementUnderwriting Agreement • September 18th, 2019 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • New York
Lexington, MA 02421 P (617) 945 7361Employment Agreement • August 5th, 2021 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
On behalf of Translate Bio, Inc., a Delaware corporation (the “Company”), I am pleased to offer you the position of the Company’s Chief Financial Officer & Corporate Strategy. Please note this offer is also contingent upon the successful completion of references and routine background checks and work authorization.
AGREEMENT AND PLAN OF MERGER among: SANOFI, VECTOR MERGER SUB, INC. and TRANSLATE BIO, INC. Dated as of AUGUST 2, 2021Merger Agreement • August 3rd, 2021 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER is made and entered into as of August 2, 2021, by and among: Sanofi, a French société anonyme (“Parent”); Vector Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”); and Translate Bio, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TRANSLATE BIO, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 1st, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances)
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. ASSET PURCHASE AGREEMENT by and betweenAsset Purchase Agreement • June 1st, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 22, 2016, by and between RaNA Therapeutics, Inc., a Delaware corporation (the “Buyer”), and Shire Human Genetic Therapies, Inc., a Delaware corporation (the “Seller”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2019 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2019 by and among Translate Bio, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
CONSULTING AGREEMENTConsulting Agreement • March 30th, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT (this “Agreement”), effective the 1st day of June 2012 is entered into by RaNA Therapeutics, Inc., a Delaware corporation (the “Company”), and Daniel S. Lynch (the “Consultant”).
LEASE AGREEMENTLease Agreement • February 9th, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is made this 29 day of June, 2017, between ARE-MA REGION NO. 8, LLC, a Delaware limited liability company (“Landlord”), and RANA DEVELOPMENT, INC., a Delaware corporation (“Tenant”).
Collaboration and License AgreementCollaboration and License Agreement • June 12th, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • New York
This Collaboration and License Agreement is executed on June 8, 2018 (the “Execution Date”) by and between Translate Bio MA, Inc., with offices at 29 Hartwell Ave, Lexington, MA 02421, USA., a corporation registered under the laws of the State of Delaware (“Translate Bio” or “TB”) and Sanofi Pasteur Inc., a company incorporated under the laws of the state of Delaware, with offices at Discovery Drive, Swiftwater, PA 18370 USA (“Sanofi”). Sanofi and Translate Bio are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2019 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2019 by and among Translate Bio, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of April 30, 2019 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 3rd, 2021 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2021, by and between Sanofi, a French société anonyme (“Parent”), and the undersigned stockholders (collectively, the “Stockholder”) of Translate Bio, Inc., a Delaware corporation (the “Company”).
Certain identified information has been marked in the exhibit because it is both (i) not material and Double asterisks denote omissions. Supply AgreementSupply Agreement • August 6th, 2020 • Translate Bio, Inc. • Biological products, (no disgnostic substances)
Translate Bio MA, Inc., a corporation organized and existing under the laws of the State of Delaware, having offices located at 29 Hartwell Avenue, Lexington, MA 02421 USA (“TBio”)
Re: Employment AgreementEmployment Agreement • February 9th, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
On behalf of RaNA Therapeutics, LLC (“RaNA” or the “Company”), I am pleased to offer you the position of the Company’s Chief Scientific Officer (“CSO”). The key provisions of this offer is contingent upon full Board approval. Please note this offer is also contingent upon the successful completion of references and routine background checks and work authorization.
TRANSLATE BIO, INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted Under 2021 Inducement Stock Incentive PlanNonstatutory Stock Option Agreement • March 1st, 2021 • Translate Bio, Inc. • Biological products, (no disgnostic substances)
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
October 31, 2014 BY EMAIL Mr. Ronald Renaud Re: Employment Agreement Dear Ron:Employment Agreement • February 9th, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
On behalf of RaNA Therapeutics, LLC (“RaNA” or the “Company”), I am pleased to offer you the position of the Company’s Chief Executive Officer (“CEO”). The terms of your employment are set forth below.
TRANSLATE BIO, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLANNonstatutory Stock Option Agreement • June 1st, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances)
TRANSLATE BIO, INC. NONSTATUTORY STOCK OPTION AGREEMENT Granted Under 2021 Inducement Stock Incentive PlanNonstatutory Stock Option Agreement • March 1st, 2021 • Translate Bio, Inc. • Biological products, (no disgnostic substances)
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 6th, 2020 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 22, 2020, by and between Translate Bio, Inc., a Delaware corporation (the “Company”), and Sanofi, a French corporation (the “Investor”).
AMENDMENT NO. 1 TO THE OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • March 13th, 2020 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • New York
This Amendment No. 1 to the Open Market Sale AgreementSM (this “Amendment”) is entered into as of the date first written above by Translate Bio, Inc., a Delaware corporation (the “Company”), and Jefferies LLC (“Agent”), that are parties to that certain Open Market Sale AgreementSM, dated July 3, 2019 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
Certain identified information has been marked in 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 omission. SECOND AMENDMENT to the...Collaboration and License Agreement • August 6th, 2020 • Translate Bio, Inc. • Biological products, (no disgnostic substances)
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. AMENDMENT #1 TO SUITE...Suite Retention and Development Agreement • November 5th, 2020 • Translate Bio, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT #1 (the “Amendment”) to the SUITE RETENTION AND DEVELOPMENT AGREEMENT dated September 9, 2019 (the “Agreement”) is made and entered into as of September 22, 2020 (the “Amendment Effective Date”), by and between Albany Molecular Research, Inc. with a place of business at 26 Corporate Circle, Albany, New York 12203 (“AMRI”) and Translate Bio, Inc. with a place of business at 29 Hartwell Avenue, Lexington, Massachusetts 02421 (“Translate Bio”). For purposes of this Amendment, AMRI and Translate Bio are each a “Party” and collectively, the “Parties.”
VIA HAND DELIVERY April 19, 2018 (as revised on April 23, 2018) Thomas G. McCauley, Ph.D. Dear Tom:Severance Agreement • May 18th, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter confirms the terms of our agreement with you concerning your resignation from employment with Translate Bio (the “Company”), effective April 19, 2018 (the “Separation Date”). Notwithstanding your resignation from the Company, the Company will treat your separation from the Company as a “termination without cause” for purposes of your August 5, 2016 Employment Agreement by and between you and the Company, and you will be eligible to receive the severance benefits described in paragraph 1 below if you sign and return this letter agreement to me by May 11, 2018 and do not revoke your agreement (as described below).
SUITE RETENTION AND DEVELOPMENT AGREEMENTSuite Retention and Development Agreement • November 6th, 2019 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This SUITE RETENTION AND DEVELOPMENT AGREEMENT (the “Agreement”) is made this 9th day of September, 2019 (the “Effective Date”), by and between Albany Molecular Research, Inc. (“AMRI”), with a place of business at 26 Corporate Circle, Albany, NY 12203 and Translate Bio, Inc. (“Translate Bio”), with a place of business at 29 Hartwell Avenue, Lexington, MA 02421. For purposes of this Agreement, AMRI and Translate Bio are each a “Party” and collectively, the “Parties.”
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. MASSACHUSETTS INSTITUTE OF TECHNOLOGY AND SHIRE AG EXCLUSIVE PATENT LICENSE AGREEMENT (M.I.T. Case No. [**])Exclusive Patent License Agreement • June 1st, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Agreement, effective as of the date set forth above the signatures of the parties below (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“MIT”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and Shire AG (“COMPANY”), a company organized under the laws of Switzerland having a place of business at Route de Crassier 15, Business Park Terre Bonne, Chemin de Terre Bonne, Eysins 1262, Vaud, Switzerland.
CONSULTING AGREEMENTConsulting Agreement • August 5th, 2021 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS CONSULTING AGREEMENT (this “Agreement”), made this 16th day of June, 2021 (the “Effective Date”), is entered into by and between Translate Bio, Inc., a Delaware corporation (the “Company”), and Daniel S. Lynch, an individual residing at 18 Marlborough St, Boston, MA 02116 (the “Consultant”).
TRANSLATE BIO, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLANIncentive Stock Option Agreement • February 9th, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances)
Certain identified information has been marked in 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. THIRD AMENDMENTExclusive Patent License Agreement • August 6th, 2020 • Translate Bio, Inc. • Biological products, (no disgnostic substances)
This Third Amendment, effective as of the date set forth above the signatures of the parties below (the “Third Amendment Effective Date”), amends the Exclusive Patent License Agreement having an effective date of November 1, 2013, for M.I.T. Case No. [**] (the “Agreement”) between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts, 02139, USA and Translate Bio Inc. (formerly, RaNA Therapeutics, Inc.) (“COMPANY”), a Delaware corporation having a principal place of business at 29 Hartwell Ave., Lexington, MA 02421. Capitalized terms used herein and not defined shall have the meanings set forth in the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2020 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 20, 2020, by and between Translate Bio, Inc., a Delaware corporation (the “Company”), and the “Investor” named in that certain Securities Purchase Agreement by and between the Company and the Investor, dated as of June 22, 2020 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
Re: Amendment to Employment AgreementEmployment Agreement • March 12th, 2020 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
Reference is made to that certain Employment Agreement dated October 31, 2014 between Translate Bio, Inc. (formerly known as RaNA Therapeutics, LLC) (the “Company”), and you regarding the terms of your employment with the Company (the “Employment Agreement”). This letter agreement (the “Amendment”) confirms the agreement between the Company and you regarding an amendment to the Employment Agreement. Please note that you must sign and return this Amendment within seven (7) days of receipt to avail yourself of its terms.
May 14, 2018Employment Agreement • June 1st, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts
On behalf of Translate Bio, Inc. (“Translate Bio” or the “Company”), I am pleased to offer you the position of the Company’s Chief Financial Officer (“CFO”). The key provisions of this offer (the “Agreement”) is contingent upon full Board approval. Please note this offer is also contingent upon the successful completion of references and routine background checks and work authorization.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions.First Amendment to Asset Purchase Agreement • June 12th, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances)
Reference is made to the Asset Purchase Agreement by and between Translate Bio, Inc. formerly known as RaNA Therapeutics, Inc. (“Translate Bio”) and Shire Human Genetics Therapies, Inc. (“Shire”) entered into as of December 22, 2016 (the “Agreement”). Capitalized terms used but not defined herein have the respective meanings set forth in the Agreement.
