Translate Bio, Inc. Sample Contracts

Translate Bio, Inc. – Form of Subordinated Note (FACE OF SECURITY) (July 3rd, 2019)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER

Translate Bio, Inc. – Form of Senior Note (FACE OF SECURITY) (July 3rd, 2019)

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER

Translate Bio, Inc. – TRANSLATE BIO, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES (July 3rd, 2019)

WHEREAS, the Issuer may from time to time duly authorize the issue of its unsecured subordinated debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;

Translate Bio, Inc. – TRANSLATE BIO, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES (July 3rd, 2019)

WHEREAS, the Issuer may from time to time duly authorize the issue of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;

Translate Bio, Inc. – RaNA (May 9th, 2019)
Translate Bio, Inc. – REGISTRATION RIGHTS AGREEMENT (May 1st, 2019)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2019 by and among Translate Bio, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of April 30, 2019 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

Translate Bio, Inc. – SECURITIES PURCHASE AGREEMENT (May 1st, 2019)

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2019 by and among Translate Bio, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).

Translate Bio, Inc. – Translate Bio Announces Closing of Collaboration and Licensing Agreement with Sanofi Pasteur to Develop mRNA Vaccines for Infectious Diseases (July 9th, 2018)

LEXINGTON, Mass.– July 9, 2018 – Translate Bio (Nasdaq: TBIO), a clinical-stage messenger RNA (mRNA) therapeutics company developing a new class of potentially transformative medicines to treat diseases caused by protein or gene dysfunction, today announced the closing of a previously announced research collaboration and licensing agreement with Sanofi Pasteur to develop mRNA vaccines for up to five infectious disease pathogens following notice of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Under the terms of the agreement, Sanofi Pasteur has agreed to pay Translate Bio an upfront payment of $45 million.

Translate Bio, Inc. – RESTATED CERTIFICATE OF INCORPORATION OF TRANSLATE BIO, INC. (originally incorporated on November 10, 2016 under the name RaNA Therapeutics, Inc.) (July 2nd, 2018)

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at that address is The Corporation Trust Company.

Translate Bio, Inc. – AMENDED AND RESTATED BYLAWS OF TRANSLATE BIO, INC. (July 2nd, 2018)
Translate Bio, Inc. – CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRANSLATE BIO, INC. (June 18th, 2018)

Translate Bio, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:

Translate Bio, Inc. – POWER OF ATTORNEY (June 12th, 2018)

We, the undersigned officers and directors of Translate Bio, Inc., hereby severally constitute and appoint Ronald C. Renaud, Jr., John R. Schroer and Paul Burgess, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for her or him and in her or his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any other registration statement for the same offering pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as f

Translate Bio, Inc. – Translate Bio, Inc. Shares Common Stock ($0.001 par value per share) Underwriting Agreement (June 12th, 2018)
Translate Bio, Inc. – Collaboration and License Agreement (June 12th, 2018)

This Collaboration and License Agreement is executed on June 8, 2018 (the “Execution Date”) by and between Translate Bio MA, Inc., with offices at 29 Hartwell Ave, Lexington, MA 02421, USA., a corporation registered under the laws of the State of Delaware (“Translate Bio” or “TB”) and Sanofi Pasteur Inc., a company incorporated under the laws of the state of Delaware, with offices at Discovery Drive, Swiftwater, PA 18370 USA (“Sanofi”). Sanofi and Translate Bio are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Translate Bio, Inc. – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. (June 12th, 2018)
Translate Bio, Inc. – TRANSLATE BIO, INC. 2018 EQUITY INCENTIVE PLAN (June 12th, 2018)
Translate Bio, Inc. – December 9, 2016 Michael W. Heartlein, Ph.D. Re: Employment Agreement Dear Michael: (June 1st, 2018)

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.

Translate Bio, Inc. – RESTATED CERTIFICATE OF INCORPORATION OF TRANSLATE BIO, INC. (originally incorporated on November 10, 2016 under the name RaNA Therapeutics, Inc.) (June 1st, 2018)

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at that address is The Corporation Trust Company.

Translate Bio, Inc. – 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. [**]) (June 1st, 2018)

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.

Translate Bio, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RANA THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) (June 1st, 2018)

RaNA Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

Translate Bio, Inc. – LEASE AGREEMENT (June 1st, 2018)

THIS LEASE AGREEMENT (this “Lease”) is made this 29 day of June, 2017, between ARE-MA REGION NO. 8, LLC, a Delaware limited liability company (“Landlord”), and RANA DEVELOPMENT, INC., a Delaware corporation (“Tenant”).

Translate Bio, Inc. – 2016 STOCK INCENTIVE PLAN OF RANA THERAPEUTICS, INC. (June 1st, 2018)
Translate Bio, Inc. – TRANSLATE BIO, INC. STOCK OPTION AGREEMENT (June 1st, 2018)

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.

Translate Bio, Inc. – October 31, 2014 BY EMAIL Re: Employment Agreement Dear Ron: (June 1st, 2018)

On behalf of RaNA Therapeutics, LLC (“RaNA” or the “Company”), I am pleased to offer you the position of the Company’s Chief Executive Officer (“CEO”). The terms of your employment are set forth below.

Translate Bio, Inc. – RANA THERAPEUTICS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DECEMBER 22, 2016 (June 1st, 2018)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 22nd day of December, 2016, by and among RaNA Therapeutics, Inc., 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”.

Translate Bio, Inc. – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. ASSET PURCHASE AGREEMENT by and between (June 1st, 2018)

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. – Re: Employment Agreement (June 1st, 2018)

On behalf of RaNA Therapeutics, LLC (“RaNA” or the “Company”), I am pleased to offer you the position of the Company’s Chief Scientific Officer (“CSO”). The key provisions of this offer 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.

Translate Bio, Inc. – Contract (June 1st, 2018)

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.

Translate Bio, Inc. – Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 Action without Meeting 4 ARTICLE II DIRECTORS 5 2.1 General Powers 5 2.2 Number, Election and Qualification 5 2.3 Chairman of the Board; Vice Chairman of the Board 5 2.4 Tenure 5 2.5 Quorum 5 2.6 Action at Meeting 5 2.7 Removal 5 2.8 Vacancies 6 2.9 Resignation 6 2.10 Regular Meetings 6 2.11 Special Meetings 6 2.12 Notice of Special Meetings 6 (June 1st, 2018)
Translate Bio, Inc. – AMENDED AND RESTATED BYLAWS OF TRANSLATE BIO, INC. (June 1st, 2018)
Translate Bio, Inc. – Contract (May 18th, 2018)

This letter confirms the terms of our agreement with you concerning your resignation from employment with Translate Bio (the “Company”), effective April 19, 2018 (the “Separation Date”). Notwithstanding your resignation from the Company, the Company will treat your separation from the Company as a “termination without cause” for purposes of your August 5, 2016 Employment Agreement by and between you and the Company, and you will be eligible to receive the severance benefits described in paragraph 1 below if you sign and return this letter agreement to me by May 11, 2018 and do not revoke your agreement (as described below).

Translate Bio, Inc. – TRANSLATE BIO, INC. 2018 EQUITY INCENTIVE PLAN (March 30th, 2018)
Translate Bio, Inc. – CONSULTING AGREEMENT (March 30th, 2018)

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.

Translate Bio, Inc. – CONSULTING AGREEMENT (March 30th, 2018)

THIS CONSULTING AGREEMENT (this “Agreement”), effective the 1st day of June 2012 is entered into by RaNA Therapeutics, Inc., a Delaware corporation (the “Company”), and Daniel S. Lynch (the “Consultant”).

Translate Bio, Inc. – TRANSLATE BIO, INC. STOCK OPTION AGREEMENT (March 30th, 2018)

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.