Generation Bio Co. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between Generation Bio Co., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. [[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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Generation Bio Co. [•] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • January 4th, 2021 • Generation Bio Co. • Pharmaceutical preparations • New York

Generation Bio Co., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [•] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

GENERATION BIO CO. SALES AGREEMENT
Sales Agreement • August 11th, 2021 • Generation Bio Co. • Pharmaceutical preparations • New York

Generation Bio Co., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

Generation Bio Co. STOCK OPTION AGREEMENT
Stock Option Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations

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.

GENERATION BIO CO. STOCK OPTION AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLAN
Stock Option Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations

This Stock Option Agreement (this “Agreement”) is made between Generation Bio Co., a Delaware corporation (the “Company”), and the Participant pursuant to the 2017 Stock Incentive Plan (the “Plan”).

Generation Bio Co. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations • Delaware

This restricted stock award 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.

CONSULTING AGREEMENT
Consulting Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations • Massachusetts

This Consulting Agreement (the “Agreement”) is made effective as of September 26, 2019 (the “Effective Date”), by and between Generation Bio Co., a Delaware corporation, with its principal place of business being 301 Binney Street, Suite 401, Cambridge, MA 02142 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”

Certain identified information has been marked in the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • June 8th, 2020 • Generation Bio Co. • Pharmaceutical preparations • Massachusetts

This Agreement, effective as of June 23, 2017 (the “Effective Date”), is between the University of Massachusetts (“University”), a not-for-profit, public institution of higher education of the Commonwealth of Massachusetts, established by Chapter 75 of the Massachusetts General Laws, as represented by and solely on behalf of its Medical School (Worcester campus), and Torus Therapeutics, Inc. (“Company”), a Delaware corporation.

GENERATION BIO CO. RESTRICTED STOCK AGREEMENT GRANTED UNDER 2017 STOCK INCENTIVE PLAN
Restricted Stock Agreement • April 10th, 2020 • Generation Bio Co. • Pharmaceutical preparations • Delaware

This Restricted Stock Agreement (the “Agreement”) is made this [ ] day of [ ], 20[ ], between Generation Bio Co., a Delaware corporation (the “Company”), and [ ] (the “Recipient”).

Certain identified information has been marked in the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions. PUBLIC HEALTH SERVICE PATENT...
Patent License Agreement Nonexclusive Sublicensable • April 10th, 2020 • Generation Bio Co. • 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

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. COLLABORATION AND...
Collaboration and License Agreement • May 10th, 2023 • Generation Bio Co. • Pharmaceutical preparations • New York

GENERATION BIO CO., a Delaware corporation, having its principal place of business at 301 Binney St., Cambridge, MA 02142 (hereinafter referred to as “GBIO”)

GENERATION BIO CO. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations • Delaware

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 9th day of January, 2020, by and among Generation Bio Co., 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”.

THIRD AMENDMENT TO LEASE
Lease • May 5th, 2022 • Generation Bio Co. • Pharmaceutical preparations

THIS THIRD AMENDMENT TO LEASE (this "Amendment") is entered into as of this 24th day of February, 2022 (the "Effective Date"), by and between BMR-ROGERS STREET LLC, a Delaware limited liability company ("Landlord"), and GENERATION BIO CO., a Delaware corporation ("Tenant").

SHARE PURCHASE AGREEMENT By and Between MODERNATX, INC. AND GENERATION BIO CO. Dated as of March 23, 2023
Share Purchase Agreement • May 10th, 2023 • Generation Bio Co. • Pharmaceutical preparations • Delaware

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of March 23, 2023, by and between ModernaTX, Inc. (the “Investor”), a Delaware corporation, and Generation Bio Co. (the “Company”), a Delaware corporation.

Generation Bio Co. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations • Delaware

This grant of RSUs 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.

GENERATION BIO CO. CONSULTING AGREEMENT
Consulting Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations • Massachusetts

This Consulting Agreement (the “Agreement”), made this 5th day of January, 2019 is entered into by Generation Bio Co., a Delaware corporation (the “Company”), and Tom Graney, an individual residing at (the “Consultant”).

January 9, 2020
Stock Option Agreement • May 22nd, 2020 • Generation Bio Co. • Pharmaceutical preparations • Massachusetts

This letter agreement (the “Agreement”) memorializes our recent discussions regarding the decision of Generation Bio (the “Company”)1 to end your employment, which coincided with your need for short-term disability leave. As discussed, the Company has agreed to postpone the effective date of your separation until the conclusion of your short-term disability leave. This Agreement also sets forth our agreement concerning the severance benefits to be made available to you at the time your employment at the Company ends and other terms and conditions to which we have agreed in connection with your leave and separation. This Agreement will become effective and enforceable on the eighth day after you sign it without revocation (the “Effective Date”).

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