Generation Bio Co. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 4th, 2021 • Generation Bio Co. • Pharmaceutical preparations • New York
Generation Bio Co., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between Generation Bio Co., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. [[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].
GENERATION BIO CO. SALES AGREEMENTSales Agreement • August 11th, 2021 • Generation Bio Co. • Pharmaceutical preparations • New York
Generation Bio Co., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
Generation Bio Co. STOCK OPTION AGREEMENTStock Option Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations
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.
GENERATION BIO CO. STOCK OPTION AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLANStock Option Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations
This Stock Option Agreement (this “Agreement”) is made between Generation Bio Co., a Delaware corporation (the “Company”), and the Participant pursuant to the 2017 Stock Incentive Plan (the “Plan”).
Generation Bio Co. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations • Delaware
This restricted stock award 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.
CONSULTING AGREEMENTConsulting Agreement • May 13th, 2024 • Generation Bio Co. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) dated February 1, 2024 (the “Effective Date”), is made by and between Generation Bio Co., a Delaware corporation having a place of business at 301 Binney St., Suite 401, Cambridge, MA 02421 (the “Company”), and Douglas Kerr, an individual with an address at *** (the “Consultant”).
CONSULTING AGREEMENTConsulting Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of September 26, 2019 (the “Effective Date”), by and between Generation Bio Co., a Delaware corporation, with its principal place of business being 301 Binney Street, Suite 401, Cambridge, MA 02142 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
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. EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 8th, 2020 • Generation Bio Co. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of June 23, 2017 (the “Effective Date”), is between the University of Massachusetts (“University”), a not-for-profit, public institution of higher education of the Commonwealth of Massachusetts, established by Chapter 75 of the Massachusetts General Laws, as represented by and solely on behalf of its Medical School (Worcester campus), and Torus Therapeutics, Inc. (“Company”), a Delaware corporation.
GENERATION BIO CO. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLANRestricted Stock Agreement • April 10th, 2020 • Generation Bio Co. • Pharmaceutical preparations • Delaware
This Restricted Stock Agreement (the “Agreement”) is made this [ ] day of [ ], 20[ ], between Generation Bio Co., a Delaware corporation (the “Company”), and [ ] (the “Recipient”).
Cambridge, MA 02142generationbio.comSeparation Agreement • May 13th, 2024 • Generation Bio Co. • Pharmaceutical preparations • Massachusetts
This letter confirms the terms of your transition and separation from employment at Generation Bio Co. (the “Company”).1 As we discussed, the Company is reorganizing and, as a result, your position is being eliminated. You will continue to work and effect a transition of your duties until December 22, 2023 (“Transition Date”), you will be relieved of all duties effective January 1, 2024, and your employment will officially end on January 28, 2024, unless otherwise terminated as set forth herein (in either case, your last day of employment is referred to herein as the “Separation Date”). The Company will continue to pay your salary and you will continue on Company benefits through the Separation Date. Further, the Company will provide you with Severance Benefits (as defined below) following the end of your employment if you enter into, do not revoke, and comply with the separation agreement proposed below (the “Agreement”). The Company is giving you until January 31, 2024 to review this
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. PUBLIC HEALTH SERVICE PATENT...Patent License Agreement • April 10th, 2020 • Generation Bio Co. • Pharmaceutical preparations • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D
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 • May 10th, 2023 • Generation Bio Co. • Pharmaceutical preparations • New York
GENERATION BIO CO., a Delaware corporation, having its principal place of business at 301 Binney St., Cambridge, MA 02142 (hereinafter referred to as “GBIO”)
GENERATION BIO CO. SALES AGREEMENTSales Agreement • August 7th, 2024 • Generation Bio Co. • Pharmaceutical preparations • New York
GENERATION BIO CO. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 9th day of January, 2020, by and among Generation Bio Co., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
THIRD AMENDMENT TO LEASELease • May 5th, 2022 • Generation Bio Co. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (this "Amendment") is entered into as of this 24th day of February, 2022 (the "Effective Date"), by and between BMR-ROGERS STREET LLC, a Delaware limited liability company ("Landlord"), and GENERATION BIO CO., a Delaware corporation ("Tenant").
SHARE PURCHASE AGREEMENT By and Between MODERNATX, INC. AND GENERATION BIO CO. Dated as of March 23, 2023Share Purchase Agreement • May 10th, 2023 • Generation Bio Co. • Pharmaceutical preparations • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of March 23, 2023, by and between ModernaTX, Inc. (the “Investor”), a Delaware corporation, and Generation Bio Co. (the “Company”), a Delaware corporation.
Generation Bio Co. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations • Delaware
This grant of RSUs 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.
January 9, 2020Severance Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations • Massachusetts
This letter agreement (the “Agreement”) memorializes our recent discussions regarding the decision of Generation Bio (the “Company”)1 to end your employment, which coincided with your need for short-term disability leave. As discussed, the Company has agreed to postpone the effective date of your separation until the conclusion of your short-term disability leave. This Agreement also sets forth our agreement concerning the severance benefits to be made available to you at the time your employment at the Company ends and other terms and conditions to which we have agreed in connection with your leave and separation. This Agreement will become effective and enforceable on the eighth day after you sign it without revocation (the “Effective Date”).
