EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 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
TRANSITION SERVICES AGREEMENT by and between BLUEBIRD BIO, INC. and 2SEVENTY BIO, INC. Dated as of , 2021Transition Services Agreement • October 8th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of , 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 , 2021 (the “Separation Agreement”).
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 • October 8th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • New York
This ASSUMPTION AGREEMENT (this “Assumption Agreement”) is entered into as of [l], 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 , 2021Employee Matters Agreement • October 8th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • Delaware
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 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 , 2021Separation Agreement • October 8th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • Delaware
This SEPARATION AGREEMENT (this “Agreement”), dated as of , 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.
FORM OF INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • October 8th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • Delaware
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”), dated as of [●], 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.
TAX MATTERS AGREEMENTTax Matters Agreement • October 8th, 2021 • 2seventy Bio, Inc. • Pharmaceutical preparations • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of [October []], 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”).
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”).
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”).
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”).
