0001193125-18-181734 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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].

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TRANSLATE BIO, INC. STOCK OPTION AGREEMENT
Stock 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 between
Asset 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”).

TRANSLATE BIO, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2016 STOCK INCENTIVE PLAN
Nonstatutory Stock Option Agreement • June 1st, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances)
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.

May 14, 2018
Invention Assignment 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.

December 9, 2016 Michael W. Heartlein, Ph.D. Re: Employment Agreement Dear Michael:
General Release Agreement • June 1st, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts

On behalf of RaNA Therapeutics, Inc. (“RaNA” or the “Company”), I am pleased to confirm your offer of employment in the position of Head of MRT Technologies. This offer of at-will employment is conditioned upon your satisfactory completion of certain requirements and other events, as more fully explained in this letter. The terms and conditions of your employment are set forth below.

CONSULTING AGREEMENT
Consulting Agreement • June 1st, 2018 • Translate Bio, Inc. • Biological products, (no disgnostic substances) • Massachusetts

THIS AGREEMENT effective as of July 1, 2016 (the “Effective Date”), by and between RaNA Therapeutics, Inc., a Delaware limited liability company (the “Company”) with a primary address of 200 Sidney Street, Cambridge, MA 02139, and Owen Hughes (“Consultant”) with a primary address of 31 Candy Hill Lane Sudbury MA 01776.

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