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”).
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.
SUBLEASE AGREEMENTSublease Agreement • March 23rd, 2022 • Homology Medicines, Inc. • Pharmaceutical preparations
This Sublease Agreement (this “Sublease”) is dated as of March 10, 2022 (the “Effective Date”), by and between ROADRUNNER SOLUTIONS LLC, a Delaware limited liability company (“Sublandlord”), with an address of One Patriots Park, Bedford, Massachusetts 01730, and HOMOLOGY MEDICINES, INC., a Delaware corporation (“Subtenant”), with an address of One Patriots Park, Bedford, Massachusetts 01730. All capitalized terms used in this Sublease and not otherwise defined herein shall have the meaning set forth in the Master Lease (as defined below).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 23rd, 2022 • Homology Medicines, Inc. • Pharmaceutical preparations • Massachusetts
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), is made effective as of March 10, 2022 (the “Effective Date”), by and between HOMOLOGY MEDICINES, INC., a Delaware corporation (“Assignor”), with an address of One Patriots Park, Bedford, Massachusetts 01730, and ROADRUNNER SOLUTIONS LLC, a Delaware limited liability company (“Assignee”), with an address of One Patriots Park, Bedford, Massachusetts 01730. All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Lease (as defined below).
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • March 23rd, 2022 • Homology Medicines, Inc. • Pharmaceutical preparations • Delaware
This Manufacturing and Supply Agreement (this “Agreement”), dated as of March 10, 2022 (this “Effective Date”), is entered into by and between Homology Medicines, Inc., a Delaware corporation having an address at One Patriots Park, Bedford, MA 01730 (“HMI”), Roadrunner Solutions LLC, a Delaware limited liability company having an address at One Patriots Park, Bedford, MA 01730 (“Supplier”, and together with HMI, the “Parties”, and each, a “Party”), and, solely for purposes of Section 2.3(b)(iii), Oxford Biomedica UK Limited, a company incorporated in England and Wales with company registration number 03028927, whose registered office is at Windrush Court, Transport Way, Oxford, OX4 6LT, UK (“OXB”).
EQUITY SECURITIES PURCHASE AGREEMENT by and among HOMOLOGY MEDICINES, INC., ROADRUNNER SOLUTIONS LLC, OXFORD BIOMEDICA (US), INC. and, solely for the purposes of Article IX hereof, OXFORD BIOMEDICA PLC Dated as of January 28, 2022Equity Securities Purchase Agreement • March 23rd, 2022 • Homology Medicines, Inc. • Pharmaceutical preparations • Delaware
This EQUITY SECURITIES PURCHASE AGREEMENT, dated as of January 28, 2022 (this “Agreement”), is made and entered into by and among Homology Medicines, Inc., a Delaware corporation (“Seller”), Roadrunner Solutions LLC, a Delaware limited liability company (the “Company”), Oxford Biomedica (US), Inc., a Delaware corporation (“Purchaser”), and, solely for the purposes of Article IX, Oxford Biomedica plc, a public company organized under the laws of England and Wales (“Parent Guarantor”). Each of Seller, the Company, Purchaser and Parent Guarantor (solely for purposes of Article IX) is sometimes individually referred to herein as a “Party,” and all of them are sometimes collectively referred to herein as the “Parties.” Certain terms used in this Agreement have the respective meanings ascribed to them in Section 10.10.
