0001193125-23-296880 Sample Contracts

LOAN AND SECURITY AGREEMENT
Loan 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:

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Amended and Restated Employment Agreement
Employment Agreement • 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”).

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Q32 BIO INC. SUPPORT AGREEMENT
Support 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.

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CONTINGENT VALUE RIGHTS AGREEMENT BETWEEN HOMOLOGY MEDICINES, INC. and EQUINITI TRUST COMPANY, LLC, as Rights Agent Dated as of [*]
Contingent Value Rights Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • Delaware

THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [*], 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).

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CONSULTING AGREEMENT
Consulting 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”).

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AGREEMENT AND PLAN OF MERGER by and among: HOMOLOGY MEDICINES, INC.; KENOBI MERGER SUB, INC.; and Q32 BIO INC. Dated as of November 16, 2023
Merger Agreement • 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.

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THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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.

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FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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.

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FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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.

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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 AGREEMENT
Termination 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.”

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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 ASSET PURCHASE AGREEMENT by and between Q32 BIO INC. and...
Asset Purchase Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • New York

This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of August 12, 2022 (the “Agreement Date”), by and between Q32 BIO INC. (f/k/a Admirx, Inc.), a Delaware corporation, (“Seller”), and HORIZON THERAPEUTICS IRELAND DAC, an Irish company, with its principal place of business located at 70 St. Stephen’s Green, Dublin 2, D02 E2X4, Ireland (“Purchaser”). Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

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FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of December, 2021 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.

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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. THIRD AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations

This Third Amendment to the Exclusive License Agreement (the “Third Amendment”) is made and entered into this 9 th day of April 2019 (the “Third Amendment Effective Date”) by and between the Regents of the University of Colorado, a body corporate, for and on behalf of the University of Colorado Denver at the Anschutz Medical Campus (“University”), and AdMiRx, Inc. a Delaware corporation (“Licensee”).

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SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • Massachusetts

This Sixth Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 12th day of July, 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.

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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 30th day of June, 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.

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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 EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • Colorado

This EXCLUSIVE LICENSE AGREEMENT between The Regents of the University of Colorado, a body corporate, for and on behalf of the University of Colorado Denver (the “University”) and AdMiRx, Inc. a Delaware corporation (“Licensee” has the meaning assigned to it in Article 1) is effective on 9th of August, 2017, (the “Effective Date”).

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AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • Delaware

THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”) dated as of May 20, 2022 (the “Note Purchase Agreement”), is made as of August 3, 2022 by and among Q32 Bio Inc., a Delaware corporation (the “Company”), and the Purchasers listed on the signature pages hereto (the “Purchasers”).

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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. COLLABORATION AND OPTION AGREEMENT dated as of August 12,...
Collaboration and Option Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • New York

This COLLABORATION AND OPTION AGREEMENT (as may be amended in accordance with its terms, the “Agreement”), dated as of August 12, 2022 (the “Effective Date”), is made by and between Q32 BIO INC., a Delaware corporation (the “Company”), and HORIZON THERAPEUTICS IRELAND DAC, a company organized under the laws of Ireland (“Horizon”). Each of the Company and Horizon is referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

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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. SECOND AMENDMENT TO LICENSE AGREEMENT
License Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations

This SECOND AMENDMENT TO LICENSE AGREEMENT (this “Amendment”), is effective as of the date signed by the last Party to sign below (the “Amendment Effective Date”), and is made by and between Bristol-Myers Squibb Company (“BMS”), and Q32 Bio Inc. (the “Company”). BMS and the Company may each be referred to herein as a “Party” or collectively as the “Parties”.

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NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • Delaware

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), is made as of May 20, 2022 (the “Effective Date”), by and among Q32 BIO INC., a Delaware corporation (the “Company”), and each of the purchasers named on the Schedule of Purchasers attached hereto as Schedule I (the “Schedule of Purchasers”) (each individually a “Purchaser,” and collectively the “Purchasers”).

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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. SECOND AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations

This Second Amendment to the Exclusive License Agreement (the “Second Amendment”) is made and entered into this 27th day of September 2018 (the “Second Amendment Effective Date”) by and between the Regents of the University of Colorado, a body corporate, for and on behalf of the University of Colorado Denver at the Anschutz Medical Campus (“University”), and AdMiRx, Inc. a Delaware corporation (“Licensee”).

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SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • Massachusetts

This Seventh Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 2nd day of November, 2023 by and between Silicon Valley Bank, a division of First-Citizens Bank & Trust Company and Q32 Bio Inc., a Delaware corporation (“Borrower”) whose address is 830 Winter Street, Waltham, Massachusetts 02451.

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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. FIRST AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations

This First Amendment to the Exclusive License Agreement (the “First Amendment”) is made and entered into this 8th day of February 2018 (“First Amendment Effective Date”) by and between the Regents of the University of Colorado, a body corporate, for and on behalf of the University of Colorado Denver (“University”), and AdMiRx, Inc. a Delaware corporation (“Licensee”).

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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. THIRD AMENDMENT TO LICENSE AGREEMENT
License Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations

This THIRD AMENDMENT TO LICENSE AGREEMENT (this “Amendment”), is effective as of the date signed by the last Party to sign below (the “Amendment Effective Date”), and is made by and between Bristol-Myers Squibb Company (“BMS”), and Q32 Bio Inc. (the “Company”). BMS and the Company may each be referred to herein as a “Party” or collectively as the “Parties”.

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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. AMENDMENT 1 TO LICENSE AGREEMENT
License Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations

This Amendment 1 (“Amendment”), effective as of August 13, 2021 (“Amendment Effective Date”), amends the License Agreement (the “Agreement”) dated September 14, 2019, between Q32 Bio Inc. (formerly AdMIRx Inc.), a Delaware corporation with its principal place of business at One Broadway, 11th Floor, Cambridge, MA 02142 (“Company”) and Bristol-Myers Squibb Company (“BMS”), each referred to herein individually as a “Party” and collectively as the “Parties”.

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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. LICENSE AGREEMENT between ADMIRX INC. and BRISTOL-MYERS...
License Agreement • December 18th, 2023 • Homology Medicines, Inc. • Pharmaceutical preparations • New York

THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the date last signed by a party below (the “Effective Date”), by and between Bristol-Myers Squibb Company, a Delaware corporation, headquartered at 430 E. 29th Street, 14th Floor, New York, New York 10016 (“BMS”), and AdMIRx Inc., a Delaware corporation, with its principal offices at LabCentral, 700 Main Street, North, Cambridge, MA 02139 (“Company”). BMS and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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