STOCK PURCHASE AGREEMENT By and Between NEUROCRINE BIOSCIENCES, INC. AND VOYAGER THERAPEUTICS, INC. Dated as of January 28, 2019Stock Purchase Agreement • February 26th, 2019 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 28, 2019 (the “Signing Date”), by and between Neurocrine Biosciences, Inc. (the “Investor”), a Delaware corporation with its principal place of business at 12780 El Camino Real, San Diego, CA 92130, and Voyager Therapeutics, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 75 Sidney Street, Cambridge, MA 02139.
VOYAGER THERAPEUTICS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT INDUCEMENT GRANT PURSUANT TO NASDAQ STOCK MARKET RULE 5635(C)(4)Non-Qualified Stock Option Agreement • February 26th, 2019 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This agreement (the “Agreement”) evidences the grant by Voyager Therapeutics, Inc. (the “Company”) to the Optionee named above, an employee of the Company, of an option (the “Stock Option”) to purchase, on the terms provided herein, all or part of the number of shares of common stock, par value $0.001 per share, of the Company (the “Stock”) specified above at the Option Exercise Price per Share specified above. Except as otherwise indicated by the context, the term “Optionee”, as used herein, shall be deemed to include any person who acquires the right to exercise the Stock Option validly under its terms.
COLLABORATION AND OPTION AGREEMENT By and between VOYAGER THERAPEUTICS, INC. AND ABBVIE IRELAND UNLIMITED COMPANY February 21, 2019Collaboration and Option Agreement • February 26th, 2019 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Each Regulatory Milestone Payment set forth in Section 10.2.2(a) is payable only once for each Licensed Compound (e.g., if a [**]). Only one Regulatory Milestone Payment is payable for each Milestone Event for a Licensed Compound, even if multiple Licensed Products that contain or are comprised of such Licensed Compound achieve such Milestone Event. Only one Milestone Payment is payable for each Milestone Event for a Licensed Product, irrespective of the number of Licensed Compounds contained by such Licensed Product. By way of example and not limitation, if a Licensed Product containing or comprised of Licensed Compound x achieves the Milestone Event in Section 10.2.2(a)(ii), then no additional Milestone Payment shall be due if a different Licensed Product containing or comprised of Licensed Compound x achieves such Milestone Event.
INVESTOR AGREEMENT By and Between NEUROCRINE BIOSCIENCES, INC. AND VOYAGER THERAPEUTICS, INC. Dated as of January 28, 2019Investor Agreement • February 26th, 2019 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INVESTOR AGREEMENT (this “Agreement”) is made as of January 28, 2019, by and between Neurocrine Biosciences, Inc. (the “Investor”), a Delaware corporation with its principal place of business at 12780 El Camino Real, San Diego, CA 92130, and Voyager Therapeutics, Inc. (the “Company”), a Delaware corporation, with its principal place of business at 75 Sidney Street, Cambridge, MA 02139.
Confidential Materials omitted and filed separately with theStock Purchase Agreement • February 26th, 2019 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This COLLABORATION AND LICENSE AGREEMENT (the “Agreement”) is entered into as of January 28, 2019 (the “Execution Date”), by and between Voyager Therapeutics, Inc., a Delaware corporation, having its principal place of business at 75 Sidney Street, Cambridge, MA 02139 (“Voyager”), and Neurocrine Biosciences, Inc., a Delaware corporation, having its principal place of business at 12780 El Camino Real, San Diego, CA 92130 (“Neurocrine”). Voyager and Neurocrine shall be referred to herein individually as a “Party” and collectively as the “Parties”.
VOYAGER THERAPEUTICS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 26th, 2019 • Voyager Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This agreement (the “Agreement”) evidences the grant by Voyager Therapeutics, Inc. (the “Company”), to the Grantee named above, an employee of the Company, of the number of restricted stock units (the “Restricted Stock Units” or the “Award”) specified above, with each such Restricted Stock Unit representing the right to receive one share of common stock, par value $0.001 per share, of the Company (the “Stock”), on the terms, and subject to the conditions, set forth herein. Except as otherwise indicated by the context, the term “Grantee” as used herein, shall be deemed to include any person who acquires the Award validly under its terms.
