2SEVENTY BIO, INC. COMMON STOCK SALES AGREEMENTSales Agreement • November 18th, 2022 • 2seventy Bio, Inc. • Pharmaceutical preparations • New York
2seventy bio, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • March 1st, 2023 • 2seventy Bio, Inc. • Pharmaceutical preparations
2seventy bio, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 10,869,566 shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional 1,630,434 shares (the “Optional Shares”) of common stock, $0.0001 par value per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2022 • 2seventy Bio, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March [_], 2022, between 2seventy bio, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is between 2seventy bio, Inc., a Delaware corporation (the “Company”), and Dr. Philip Gregory (the “Executive”) effective as of the closing of that certain transaction in which bluebird bio, Inc. (“bluebird”) spun-off its oncology business into the Company (the “Transaction,” and the closing date the “Effective Date.”) If the Transaction does not close, this Agreement shall be null and void ab initio. Except for the Prior Obligations (as defined below), this Agreement supersedes in all respects all prior and contemporaneous agreements, representations and communications between the Executive and the Company, and between the Executive and bluebird, regarding the employment of the Executive with either the Company or bluebird, including without limitation the Employment Agreement between the Executive and bluebird dated May 30, 2015 (including any amendments, the “Prior Employment Agreement”). In entering into this Agreement, in consideration for t
Nicola Heffron RE: Executive Agreement with 2seventy bio Dear Nicola, Nicola Heffron (“Nicola” or “you”) entered into an employment agreement with bluebird bio, Inc. (“bluebird”) dated October 22, 2019 (the “Existing Agreement”). On November 4, 2021,...Employment Agreement • March 22nd, 2022 • 2seventy Bio, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made between 2seventy bio, Inc. (the “Company”), and [______] (the “Executive”). Except for the Preserved Obligations (as defined below), this Agreement supersedes in all respects all prior and contemporaneous agreements, representations and communications between the Executive and the Company, and between the Executive and bluebird bio, Inc. (“bluebird”), regarding the employment of the Executive with either the Company or bluebird, including without limitation the Employment Agreement between the Executive and bluebird dated [___________] (including any amendments, the “Prior Employment Agreement”). In entering into this Agreement, in consideration for the opportunity to receive the compensation and benefits provided herein, the Executive hereby waives any right or potential right the Executive may have to receive: (i) any severance or change in control compensation or benefits under the Prior Employment Agreement, under any bluebird severan
TRANSITION SERVICES AGREEMENT by and between BLUEBIRD BIO, INC. and 2SEVENTY BIO, INC. Dated as of November 3, 2021Transition Services Agreement • November 4th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November 3, 2021 (the “Effective Date”), is entered into by and between bluebird bio, Inc. (“bluebird”), a Delaware corporation, and 2seventy bio, Inc. (“2seventy”), a Delaware corporation. “Party” or “Parties” means bluebird or 2seventy, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meaning set forth in the Separation Agreement between the Parties, dated as of November 3, 2021 (the “Separation Agreement”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 9th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ___________ by and between 2seventy bio, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [**], HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(b)(10)(iv). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ASSUMPTION AGREEMENTSecurities Purchase Agreement • November 4th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • New York
This ASSUMPTION AGREEMENT (this “Assumption Agreement”) is entered into as of November 3, 2021, by and between bluebird bio, Inc., a Delaware corporation (“bluebird”), and 2seventy bio, Inc., a Delaware corporation (“2seventy”).
EMPLOYEE MATTERS AGREEMENT by and between BLUEBIRD BIO, INC. and 2SEVENTY BIO, INC. Dated as of November 3, 2021Employee Matters Agreement • November 4th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of November 3, 2021, is entered into by and between bluebird bio, Inc. (“bluebird”), a Delaware corporation, and 2seventy bio, Inc. (“2seventy”), a Delaware corporation and a wholly owned Subsidiary of bluebird. “Party” or “Parties” means bluebird or 2seventy, individually or collectively, as the case may be.
SEPARATION AGREEMENT by and between BLUEBIRD BIO, INC. and 2SEVENTY BIO, INC. Dated as of November 3, 2021Separation Agreement • November 4th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • Delaware
This SEPARATION AGREEMENT (this “Agreement”), dated as of November 3, 2021, is entered into by and between bluebird bio, Inc. (“bluebird”), a Delaware corporation, and 2seventy bio, Inc. (“2seventy”), a Delaware corporation and a wholly owned Subsidiary of bluebird. “Party” or “Parties” means bluebird or 2seventy, individually or collectively, as the case may be. Each capitalized term used and not elsewhere defined herein has the meaning set forth in Section 1.1.
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • November 4th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • Delaware
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”), dated as of November 3, 2021 (the “Effective Date”), is entered into by and between bluebird, Inc. (“bluebird”), a Delaware corporation, and 2seventy, Inc. (“2seventy”), a Delaware corporation and a wholly owned Subsidiary of bluebird. “Party” or “Parties” means bluebird or 2seventy, individually or collectively, as the case may be. Each capitalized term used and not elsewhere defined herein has the meaning set forth in Section 1.1.
Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Second Amended and Restated License Agreement...License Agreement • September 9th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • New York
This Second Amended and Restated License Agreement (this “License Agreement”), dated as of May 8, 2020 (the “Amendment Effective Date”), is made by and between bluebird bio, Inc., a Delaware corporation (“Bluebird”), and Celgene Corporation, a Delaware Corporation (“Celgene Corp”), with respect to all rights and obligations under this License Agreement in the United States (subject to Section 11.18), and Celgene European Investment Company LLC, a Delaware limited liability company, with respect to all rights and obligations under this License Agreement outside of the United States (subject to Section 11.18) (“Celgene Europe” and together with Celgene Corp, “Celgene”). Each of Bluebird and Celgene may be referred to herein as a “Party” or together as the “Parties.”
TAX MATTERS AGREEMENTTax Matters Agreement • November 4th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of November 3, 2021, by and between bluebird bio, Inc. (“bluebird”), a Delaware corporation, and 2seventy bio, Inc. (“2seventy”), a Delaware corporation and wholly owned Subsidiary of bluebird. (bluebird and 2seventy are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”).
Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. FIRST AMENDMENT TO AMENDED AND RESTATED...Share Agreement • September 9th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations
This First Amendment to Amended and Restated Co-Development, Co-Promote and Profit Share Agreement (this “First Amendment”) is entered into as of May 8, 2020 (the “First Amendment Effective Date”) by and between bluebird bio, Inc., a Delaware corporation having its principal place of business at 60 Binney Street, Cambridge, MA 02142 (“Bluebird”) and Celgene Corporation, Inc., a corporation organized under the laws of Delaware and having a principal place of business at 86 Morris Avenue, Summit, NJ 07901 (“Celgene Corp”), with respect to all rights and obligations under the CCPS Agreement (as defined below) in the United States (subject to Section 18.18 of the CCPS Agreement), and Celgene European Investment Company LLC, a limited liability company organized under the laws of Delaware and having a principal place of business at Route de Perreux 1, 2017 Boudry, Switzerland, with respect to all rights and obligations under the CCPS Agreement outside of the United States (subject to Sectio
March 29, 2024 Nick Leschly Re: Amended and Restated Transitional Services AgreementTransitional Services Agreement • April 1st, 2024 • 2seventy Bio, Inc. • Pharmaceutical preparations • Massachusetts
2seventy bio, Inc. (the “Company”). This confirms that you will be transitioning from your CEO position in connection with, and conditioned on the closing of, the transactions contemplated by the Asset Purchase Agreement (the “APA”) by and between the Company and Regeneron Pharmaceuticals, Inc. (“Buyer”) (the “Transaction,” and such closing date, the “Closing Date”). This Agreement amends, restates and supersedes the Transitional Services Agreement between you and the Company, dated January 29, 2024 (the “Prior Agreement”); provided that your Ongoing Obligations (as defined below) shall remain in full effect.
FIRST AMENDMENT TO LEASELease • October 8th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations
This First Amendment to Lease (“First Amendment”) is made as of June 21, 2016, by and between ARE-MA REGION NO. 40, LLC, a Delaware limited liability company (“Landlord”), and BLUEBIRD BIO, INC., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2024 • 2seventy Bio, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) by and between 2seventy bio, Inc., a Delaware corporation (the “Company”), and Victoria Eatwell (the “Executive”) is effective as of the closing of the transactions contemplated by the Asset Purchase Agreement by and between the Company and Regeneron Pharmaceuticals, Inc. (“Buyer”), dated January 29, 2024 (the “Transaction,” and such closing date, the “Effective Date”). If the Transaction does not close, this Agreement shall be null and void. Except for the Prior Obligations (as defined below), this Agreement supersedes in all respects all prior and contemporaneous agreements, representations and communications between the Executive and the Company regarding the employment of the Executive with the Company, including without limitation the Employment Agreement between the Executive and the Company dated on or about October 18, 2021 (including any amendments, the “Prior Employment Agreement”). In entering into this Agreement, in consideration for
Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. NATIONAL INSTITUTES OF HEALTH SECOND AMENDMENT TO [***]...2seventy Bio, Inc. • March 7th, 2024 • Pharmaceutical preparations
This is the second amendment (“Second Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) within the Department of Health and Human Services (“HHS”), and 2seventy bio, Inc. (“Licensee”) having an effective date of August 31, 2015, and having NIH Reference Number [***], together with the First Amendment having an effective date of April 25, 2022 (the “Agreement”), and having NIH Reference Number [***]. This Second Amendment, having NIH Reference Number [***], is made between the NIH through the Office of Technology Transfer, having an address at 6701 Rockledge Drive, Suite 700, MS 7788, Bethesda, Maryland 20892 and Licensee having an address at 60 Binney St., Cambridge, MA 02142. This Second Amendment includes, in addition to the amendments made below, 1) a Signature Page, and 2) Attachment 1 (Royalty Payment Information).
THE NATIONAL INSTITUTES OF HEALTH PATENT LICENSE AGREEMENT – EXCLUSIVE COVER PAGEPatent License Agreement • May 12th, 2022 • 2seventy Bio, Inc. • 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 (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:
CONSULTING AGREEMENTConsulting Agreement • March 16th, 2023 • 2seventy Bio, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (together with the attached Business Terms Exhibit, the “Agreement”), is made as of February 21, 2023 (the “Effective Date”) by and between 2seventy bio, Inc., a Delaware corporation with a principal business address at 60 Binney Street, Cambridge, MA 02142 (“2seventy bio”), and Nicola Heffron (“Consultant”). 2seventy bio desires to have the benefit of Consultant's knowledge and experience, and Consultant desires to provide services to 2seventy bio, all as provided in this Agreement.
ContractLicense Agreement • September 9th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • New York
Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
SECOND AMENDMENT TOShare Agreement • August 14th, 2023 • 2seventy Bio, Inc. • Pharmaceutical preparations
March 11, 2024 Philip Gregory Re: Release and Equity Agreement Dear Philip:Equity Agreement • March 18th, 2024 • 2seventy Bio, Inc. • Pharmaceutical preparations • Massachusetts
As you know, 2seventy bio, Inc. (the “Company”) greatly appreciates your efforts on the Company’s behalf. In connection with the Transaction (as defined below), the Company is offering you the opportunity to receive certain compensation and benefits as set forth below (this “Agreement”). The last date of your employment with the Company is referred to as the “Separation Date.”
Amended and Restated Co-Development, Co-Promote and Profit Share Agreement by and between bluebird bio, Inc. and Celgene Corporation and Celgene European Investment Company LLC March 26, 2018Share Agreement • September 9th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • New York
This Amended and Restated Co-Development, Co-Promote and Profit Share Agreement (this “CCPS Agreement”), dated as of March 26, 2018 (the “CCPS Agreement Effective Date”), is made by and between bluebird bio, Inc., a Delaware corporation (“Bluebird”), and Celgene Corporation, a Delaware corporation (“Celgene Corp”), with respect to all rights and obligations under this CCPS Agreement in the United States (subject to Section 18.18), and Celgene European Investment Company LLC, a Delaware limited liability company, with respect to all rights and obligations under this CCPS Agreement outside of the United States (subject to Section 18.18) (“Celgene Europe” and together with Celgene Corp, “Celgene”). Each of Bluebird and Celgene may be referred to herein as a “Party” or together as the “Parties.”
Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. LICENSE AGREEMENTLicense Agreement • May 10th, 2023 • 2seventy Bio, Inc. • Pharmaceutical preparations
INSTITUT PASTEUR, a non profit private foundation organized under the laws of France with offices at 25-28 rue du Docteur Roux, 75 724 Paris Cedex 15, France, VAT FR 65 775 684 897, represented by M. Christophe Mauriet, Senior Executive Vice-President for Administration, and M. Jean Derégnaucourt, Executive Vice President Business Development
Amendment No. 2 to Amended and Restated Master Collaboration AgreementMaster Collaboration Agreement • September 9th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations
This Amendment No. 2 to Amended and Restated Master Collaboration Agreement (this “Amendment No. 2”)is made as of September 28,2017 (“Amendment No. 2 Effective Date”), by and between bluebird bio, Inc. (“Bluebird”), a Delaware corporation, and Celgene Corporation, a Delaware corporation (“Celgene Corp.”),and Celgene European Investment Company LLC (“Celgene Europe”), a Delaware limited liability company (Celgene Europe and Celgene Corp., together, “Celgene”). Each of Bluebird and Celgene may be referred to herein as a “Party” or together as the “Parties”. Reference is hereby made to that certain Amended and Restated Master Collaboration Agreement, by and between Bluebird, Celgene Corp. and Celgene Europe, dated June 3, 2015, as amended (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 16th, 2022 • 2seventy Bio, Inc. • Pharmaceutical preparations • New York
This Share Purchase Agreement (this “Agreement”) is dated as of March 15, 2022, by and among 2seventy bio, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, a “Purchaser”).
NATIONAL INSTITUTES OF HEALTH 1st AMENDMENT TO [***] [***] No.: [***]2seventy Bio, Inc. • May 12th, 2022 • Pharmaceutical preparations
This is the first amendment (“First Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) within the Department of Health and Human Services (“HHS”), and 2seventy bio, Inc. having an effective date of 31 August 2015 and having NIH Reference Number [***] (“Agreement”). This First Amendment, having NIH Reference Number [***], is made between the NIH through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and 2seventy bio, Inc. having an office at 60 Binney St., Cambridge, MA 02142 (the “Licensee”). This First Amendment includes, in addition to the amendments made below, 1) a Signature Page, and 2) Attachment 1 (Royalty Payment Information).
SECOND AMENDMENT TO LEASELease • October 8th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations
This Second Amendment to Lease (“Second Amendment”) is made as of November 14, 2016, by and between ARE-MA REGION NO. 40, LLC, a Delaware limited liability company (“Landlord”), and BLUEBIRD BIO, INC., a Delaware corporation (“Tenant”).
Severance Agreement BetweenSeverance Agreement • March 16th, 2023 • 2seventy Bio, Inc. • Pharmaceutical preparations
Globalization Partners Switzerland SA Route de Frontenex 86bis 1208 Geneve Switzerland (the Employer) and Nicola Heffron Dorfstrasse 20 Allenwinden Zug 6319 Switzerland (the Employee)
Certain information indicated with [***] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. Amended and Restated License Agreement by and...License Agreement • September 9th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (this “License Agreement”), dated as of February 16, 2016 (the “License Agreement Effective Date”), is made by and between bluebird bio, Inc., a Delaware corporation (“Bluebird”), and Celgene Corporation, a Delaware Corporation (“Celgene Corp”), with respect to all rights and obligations under this License Agreement in the United States (subject to Section 11.18), and Celgene European Investment Company LLC, a Delaware limited liability company, with respect to all rights and obligations under this License Agreement outside of the United States (subject to Section 11.18) (“Celgene Europe” and together with Celgene Corp, “Celgene”). Each of Bluebird and Celgene may be referred to herein as a “Party” or together as the “Parties.”
ASSET PURCHASE AGREEMENT BY AND BETWEEN 2SEVENTY BIO, INC. AND REGENERON PHARMACEUTICALS, INC. DATED AS OF January 29, 2024Asset Purchase Agreement • May 9th, 2024 • 2seventy Bio, Inc. • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 29, 2024, is made by and between 2seventy bio, Inc., a Delaware corporation (“Seller”), and Regeneron Pharmaceuticals, Inc., a New York corporation (“Buyer”).
LEASE AGREEMENT by and between ARE-MA REGION NO. 40, LLC, a Delaware limited liability company and BLUEBIRD BIO, INC., a Delaware corporationLease Agreement • October 8th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • Massachusetts
This LEASE AGREEMENT (the “Lease”) is made as of this _____ day of ____________, 2015, between ARE-MA REGION NO. 40, LLC, a Delaware limited liability company (“Landlord”), and BLUEBIRD BIO, INC., a Delaware corporation (“Tenant”).
Amendment No. 1 to Amended and Restated Master Collaboration AgreementMaster Collaboration Agreement • September 9th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Amended and Restated Master Collaboration Agreement (this “Amendment No. 1”) is made as of February 17, 2016 (“Amendment No. 1 Effective Date”), by and between bluebird bio, Inc. (“Bluebird”), a Delaware corporation, and Celgene Corporation, a Delaware corporation (“Celgene Corp.”), and Celgene European Investment Company LLC (“Celgene Europe”), a Delaware limited liability company (Celgene Europe and Celgene Corp., together, “Celgene”). Each of Bluebird and Celgene may be referred to herein as a “Party” or together as the “Parties”. Reference is hereby made to that certain Amended and Restated Master Collaboration Agreement, by and between Bluebird, Celgene Corp. and Celgene Europe, dated June 3, 2015 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement.
