Exhibit (d)(4)

 

CONFIDENTIALITY AGREEMENT

 

THIS CONFIDENTIALITY AGREEMENT (this “Agreement”) is effective as of October 20, 2021 (“Effective Date”), between Alexion Pharmaceuticals, Inc., a Delaware Corporation with offices at 121 Seaport Boulevard, Boston, Massachusetts 02210 (“Alexion”), and LogicBio Therapeutics, Inc., a Delaware corporation with offices at 65 Hayden Avenue, Floor 2, Lexington, MA 02421 (the “Company”). Alexion and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

 

The Parties desire to exchange Confidential Information (as defined below) for the Purpose (as defined below) and desire that their respective Confidential Information be maintained in accordance with this Agreement. Therefore, the Parties agree as follows:

 

1.	Definitions. As used in this Agreement:

 

1.1.

“Affiliate” means, with respect to a Party, any person, corporation or other entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, “control” means possession of the power to direct the management of such entity or person, whether through ownership of more than fifty percent (50%) of voting securities, by contract or otherwise.

 

	1.2.	“Confidential Information” means any and all information and/or data disclosed or made available on or after the Effective Date, to the Receiving Party by the Disclosing Party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” and may include, without limitation, know-how, data, designs, plans, specifications, protocols, documents, trade secrets, ideas, concepts, products, processes, prototypes, formulas, works-in-progress, systems, technologies, manufacturing or marketing techniques, business or financial information; provided, however, that Confidential Information shall not include, and neither Party shall disclose to the other Party, any non-publicly disclosed chemical structures of its compounds or sequence information, including amino acid or nucleic acid sequences, of its proteins, molecules or other proprietary substances, unless such disclosure is requested in advance in writing by the Receiving Party and thereafter later agreed to in writing by both Parties, in which case such disclosed chemical structures and/or sequence information (as specifically indicated in any such subsequent writing) shall be deemed Confidential Information of the Disclosing Party under this Agreement.
		For the avoidance of doubt, “Confidential Information” shall include (a) any memorandum, analysis, compilation, summary, interpretation, study, report or other document, record or material that is or has been prepared by or for the Receiving Party or any of its Representatives and that contains, reflects, interprets or is based directly or indirectly on any information of the type referred to in this definition; (b) the existence and terms of this Agreement, and the fact that information of the type referred to in this definition has been made available to the Receiving Party or its Representatives; and (c) the fact that discussions or negotiations are or may be taking place with respect to a possible transaction between the Parties and any details or proposed terms of any such transaction.

 

1.3.

“Disclosing Party” means the Party (or its Affiliate) disclosing Confidential Information to the Receiving Party.

 

Form BD-Approved Jan 2019

 

 

1.4.

“Purpose” means to discuss, evaluate, negotiate and possibly enter into a business, collaborative, consultative or other relationship between Alexion (or one of its Affiliates) and the Company (or one of its Affiliates).

 

1.5.

“Receiving Party” means the Party (or its Affiliate) receiving Confidential Information from the Disclosing Party.

 

1.6.

“Representatives” means, with respect to a Party, such Party’s Affiliates and its (and its Affiliates’) respective directors, officers, partners, trustees, employees, personnel, consultants, professional advisors (including financial advisors, counsel and accountants), designees and other agents.

 

2.	Obligations.

 

2.1.

Nondisclosure of Confidential Information. Each Receiving Party agrees that it shall hold the Disclosing Party’s Confidential Information in strict confidence and shall not disclose any of the Disclosing Party’s Confidential Information to any third party, other than the Receiving Party’s Representatives as permitted by Section 2.2 below, without the prior written consent of the Disclosing Party. Each Receiving Party agrees to use at least the same degree of care to prevent any unauthorized access, disclosure or publication of the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own valuable confidential information but in no event less than a reasonable degree of care.

 

2.2.

Disclosures to Representatives. The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its Representatives who have a need to know such Confidential Information for the Purpose. All Representatives to whom the Confidential Information is disclosed shall be subject to legally binding confidentiality and nonuse restrictions that are at least as restrictive as the terms contained herein. Each Party, as a Receiving Party hereto, shall be responsible for the acts and omissions of its respective Representatives under this Agreement as if such acts and omissions were performed (or not performed) by the Receiving Party.

 

2.3.

Restricted Use. Each Receiving Party shall use the Disclosing Party’s Confidential Information solely for the Purpose. For the avoidance of doubt, neither Party shall use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, or to reverse engineer, disassemble, decompile or design around the Disclosing Party’s proprietary services, products and/or confidential intellectual property.

 

2.4.

Privileged Material. Nothing in this Agreement obligates either Party to reveal material subject to the attorney-client privilege, work product doctrine or any other applicable privilege. However, to the extent that any Confidential Information may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the Parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing, whether inadvertent or intentional, of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All Confidential Information provided by either Party that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.

 

 

3.	Exceptions and Other Matters.

 

3.1.

Exceptions. Notwithstanding anything to the contrary in this Agreement, Confidential Information does not include any information that:

 

(a)

was generally known to the public at the time of disclosure or becomes generally known to the public other than through direct or indirect disclosure or any wrongful act on the part of the Receiving Party or any of its Representatives in breach of this Agreement;

 

(b)

was already known to the Receiving Party or in the Receiving Party’s possession on a non-confidential basis prior to its first disclosure by the Disclosing Party, as evidenced by contemporaneous written records;

 

(c)

becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party unless such source was under a confidentiality obligation with respect to such information; or

 

(d)

is independently developed by the Receiving Party, after the Effective Date, without the aid, application or use of the Disclosing Party’s Confidential Information, in each case as evidenced by contemporaneous written records.

 

3.2

Partial Disclosures. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of a Receiving Party merely because such specific aspects or details are encompassed by more general information in the public domain or in the possession of such Receiving Party.

 

3.3

Disclosures Required by Court Order or Governmental Authority. Notwithstanding anything in this Agreement to the contrary, a Receiving Party may disclose Confidential Information of the Disclosing Party to the extent such disclosure is required by applicable law, rule, regulation, governmental or court order, pursuant to subpoena or other governmental authority, provided that the Receiving Party shall promptly inform the Disclosing Party in writing of such disclosure requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall reasonably cooperate with Disclosing Party in connection with the Disclosing Party’s efforts to obtain any such order or other remedy. In the event that no such protective order or other remedy is obtained, the Receiving Party may furnish only that portion of the Confidential Information that the Receiving Party is advised by counsel (including its internal legal counsel) that it is legally required to disclose. Any Confidential Information disclosed pursuant to this Section 3.3 shall remain the Confidential Information of the Disclosing Party, subject to the restrictions set forth in this Agreement.

 

3.4

No Representation or Warranty by Disclosing Party. The Disclosing Party makes no express or implied representation or warranty as to the accuracy, completeness or utility of its Confidential Information. THE RECEIVING PARTY ACKNOWLEDGES THAT THE CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY IS PROVIDED “AS IS,” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED.

 

3.5

No License Implied. Except for the right to use Confidential Information for the Purpose, no right, title, interest in or to, or license under, any of the Confidential Information is granted, or to be construed as being granted, by implication, estoppel or otherwise, to the Receiving Party by this Agreement.

 

 

3.6

Ownership; Return/Destruction. All Confidential Information and all materials containing Confidential Information that are delivered to the Receiving Party by the Disclosing Party or the Disclosing Party’s Representatives under this Agreement are and remain the sole and exclusive property of the Disclosing Party. Upon written request of the Disclosing Party, the Receiving Party shall, at its own cost and expense, promptly destroy or return (at the Disclosing Party’s election) to the Disclosing Party all such materials and destroy all copies of the foregoing or any portion thereof; provided, however, that Receiving Party may retain one (1) copy of the foregoing materials in a secure location for record-keeping purposes. Neither the Receiving Party nor any of its Representatives shall be required to delete or destroy any electronic back-up tapes or other electronic back-up files that have been created solely by their automatic or routine archiving and back-up procedures, to the extent created and retained in a manner consistent with its or their standard archiving and back-up procedures.

 

4.	Term and Termination.

 

4.1.

Term. The term of this Agreement during which Confidential Information may be disclosed by one Party to the other Party shall begin on the Effective Date and end one (1) year after the Effective Date, unless either Party terminates it earlier by providing written notice of termination to the other Party.

 

4.2.

Survival. Each Receiving Party’s obligations with respect to Confidential Information under Section 2 shall survive any termination or expiration of this Agreement and shall expire on the date that is five (5) years after the Effective Date; provided that for any Confidential Information that is identified in writing as a trade secret by the Disclosing Party at the time of first disclosure, the survival period shall last for as long as such Confidential Information qualifies as a trade secret under applicable federal, state and/or local law.

 

5.	Company Acknowledgments.

 

5.1.

Similar Technologies. Each Party acknowledges that the other Party may have present or future interests in technologies that are similar to, and in some instances may compete with, the other Party’s present or future products, programs, technologies, services or processes, and each Party may have in its possession or may legally acquire in the future confidential information of its own or belonging to third parties relating to such technologies. Nothing in this Agreement shall be construed as prohibiting or restricting either Party from (a) using such confidential information for any purpose or (b) developing, acquiring, and/or marketing products, programs, technologies, services or processes, which are similar to, or competitive in any geographic area and in any form with, the other Party’s present or future products, programs, technologies, services or processes; provided that, in each case, neither Party may disclose or use the other Party’s Confidential Information in pursuing such activities.

 

5.2.

Material Non-Public Information. Each Party acknowledges that it may become aware of material, nonpublic information concerning the other Party or its Affiliates. Each Party acknowledges that the securities laws of the United States and other applicable securities laws prohibit any person who possesses material, non-public information about a company from purchasing or selling securities of such company or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Accordingly, for so long as the Receiving Party holds material, nonpublic information concerning the Disclosing Party or its Affiliates, the Receiving Party agrees to take reasonable precautions to prevent any trading in the securities of the Disclosing Party, including by the Receiving Party’s Affiliates and Representatives, while in possession of material, nonpublic information.

 

 

6.	Miscellaneous.

 

6.1.

No Future Obligations. Nothing in this Agreement shall be deemed to create any obligation on the part of either Party to continue discussions or to enter into any further agreement. Either Party may terminate discussions or negotiations at any time and for any reason ( or for no reason).

 

6.2.

Right to Disclose. Each Party hereby represents and warrants that it has the right to enter into this Agreement and disclose the Confidential Information pursuant to this Agreement and that it is not a party to any other agreement or under any obligation to any third party that would prevent it from entering into this Agreement or disclosing the Confidential Information hereunder.

 

6.3.

Assignment. Neither this Agreement nor the obligations hereunder may be assigned or otherwise transferred by a Party without the prior written consent of the other Party. Any purported assigned or transfer in violation of this Section is void. This Agreement shall be binding upon the Parties and their respective heirs, successors and permitted assigns.

 

6.4.

Governing Law. This Agreement and any disputes relating to or arising out of this Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to any choice of law principle that would require the application of the law of another jurisdiction. Each Party hereby irrevocably and unconditionally consents to submit to the courts of the State of Delaware and of the United States of America located in the State of Delaware for any actions, suits, or proceedings arising out of or relating to this Agreement or the Purpose.

 

6.5.

Export Control Laws. The Receiving Party shall not export, directly or indirectly, any technical data or product acquired from the Disclosing Party under this Agreement to any country for which the U.S. government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

 

6.6.

Notices. Each notice required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by a nationally-recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, to the Parties at the addresses indicated in the introductory paragraph of this Agreement, to the attention of the signatories below, with a copy to the General Counsel. Either Party may change its address by giving the other Party written notice, delivered in accordance with this Section.

 

6.7.

No Waiver. No failure or delay in exercising any right, power, or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

 

6.8.

Remedies. The Parties acknowledge that a breach of this Agreement may result in irreparable harm and damages to a Party in an amount difficult to ascertain and which cannot be adequately compensated by a monetary award. Accordingly, in addition to any of the relief to which any Party may be entitled under this Agreement, at law or in equity, such Party shall be entitled to seek temporary and permanent injunctive relief from any breach or threatened breach.

 

 

6.9.

Amendments; Entire Agreement; Severability. This Agreement may only be amended by a writing signed by both Parties. This Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof and any express or implied agreements, either oral or written, are superseded by the terms of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any user, click-through or other similar agreement with respect to any electronic, online or web-based data room established by or for the Receiving Party in connection with the Purpose, the terms of this Agreement shall prevail and no such terms or conditions of use or confidentiality or non-disclosure provision required to be acknowledged to access any such on-line data room will be considered binding on the Receiving Party or any of its Representatives. If any one or more provisions of this Agreement is held invalid, illegal or unenforceable, such provision shall be modified or severed to the extent necessary to reflect the fullest legal and enforceable expression of the intent of the Parties.

 

6.10.

Counterparts. This Agreement may be executed in one or more counterparts (including by means of telecopied signature pages or signature pages delivered by electronic transmission in a portable document format (“.pdf”)), all of which taken together shall constitute one and the same instrument. This Agreement, to the extent signed and delivered by means of a facsimile machine or electronic pdf transmission, shall be treated in all manner and respects as an original instrument and shall be considered to have the same binding legal effect as it if were the original signed version thereof delivered in person.

 

[Remainder of page intentionally left blank.]

 

 

IN WITNESS WHEREOF, Company and Alexion have caused this Agreement to be executed by their respective duly authorized representatives as of the date first above written.

 

LOGICBIO THERAPEUTICS, INC.			ALEXION PHARMACEUTICALS, INC.
By:	/s/ Michael Franken		By:	/s/ Matthew Strout
Name:	Michael Franken		Name:	Matthew Strout
Title:	CBO		Title:	Executive Director, BD

 

[Signature Page to Confidentiality Agreement]

 

 

 

EXECUTION VERSION

 

FIRST AMENDMENT TO CONFIDENTIALITY AGREEMENT

 

THIS FIRST AMENDMENT TO CONFIDENTIALITY AGREEMENT (this “Amendment”) is entered into and is effective as of July 22, 2022 (the “Amendment Effective Date”), by and between LogicBio Therapeutics, Inc., having its principal place of business at 65 Hayden Avenue, Floor 2, Lexington, MA 02421 (the “Company”), and Alexion Pharmaceuticals, Inc., located at 121 Seaport Boulevard, Boston, MA 02210 (“Alexion”) together the “Parties,” and each, a “Party.”

 

WHEREAS, the Company and Alexion have entered into that certain Confidentiality Agreement effective as of October 20, 2021 (the “Agreement”);

 

WHEREAS, the Parties agree that the Agreement has been continued through the date hereof; and

 

WHEREAS, the Parties desire to amend the Agreement, with effect as of the Amendment Effective Date, in order to facilitate the Purpose (as defined below).

 

NOW, THEREFORE, for good and valuable consideration, the exchange, receipt and sufficiency of which are acknowledged, the Parties agree as follows:

 

1.

Term and Termination. Article 4 of the Agreement is replaced in its entirety with the following: “4. Term and Termination.

 

“4.

Term and Termination.

 

4.1.

Term. The term of this Agreement shall begin on the Effective Date and end on July 22, 2024.

 

4.2.

Survival. Each Receiving Party’s obligations with respect to Confidential Information under Section 2 shall survive any termination or expiration of this Agreement and shall expire on the date that is three (3) years after the Effective Date; provided that for any Confidential Information that is identified in writing as a trade secret by the Disclosing Party at the time of first disclosure, the survival period shall last for as long as such Confidential Information qualifies as a trade secret under applicable federal, state and/or local law. Alexion’s obligations under Sections 7 and 8 shall survive any termination or expiration of this Agreement for the period specified therein.”

 

3.

Governing Law. Section 6.4 of the Agreement is replaced in its entirety with the following:

 

“6.4

Governing Law. This Agreement and any disputes relating to or arising out of this Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to any choice of law principle that would require the application of the law of another jurisdiction. Each Party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Courts of Chancery of the State of Delaware (or, if under applicable law exclusive jurisdiction over such matters is vested in federal courts, any court of the United States of America located in the State of Delaware) (collectively, the “Delaware Courts”) for any lawsuits, actions or other proceedings arising out of or relating to this Agreement and agree not to commence any such lawsuit, action or other proceeding except in such courts. Each Party further agrees that service of any process, summons, notice or document by mail to the address set forth above shall be effective service of process for any lawsuit, action or other proceeding brought against such Party in any such court. Service made in such manner, to the fullest extent permitted by applicable law, shall have the same legal force and effect as if served upon such Party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be permitted by applicable law. Each Party hereby irrevocably and unconditionally waives any objection to the laying of venue of any lawsuit, action or other proceeding arising out of or relating to this Agreement in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such lawsuit, action or other proceeding brought in any such court has been brought in an inconvenient forum. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LAWSUIT, CLAIM OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IS EXPRESSLY AND IRREVOCABLY WAIVED.”

 

 

4.

Standstill. The Agreement is hereby amended to insert a new Section 7, which reads as follows:

 

“7.

Standstill. In consideration of and as a condition to the Confidential Information being furnished to Alexion by the Company, Alexion hereby agrees that, without the prior written consent of the Board of Directors of the Company or except as expressly agreed to in writing by the Parties hereto, for a period of 12 months from July 22, 2022, Alexion will not, and will cause its Affiliates (including AstraZeneca plc and its Affiliates) not to, and will use its reasonable best efforts to cause Alexion’s and its Affiliates’ Representatives not to, acting alone or as part of a group, directly or indirectly:

 

(i)

acquire, offer or agree to acquire, own or sell (or propose, agree or seek permission, to acquire, own or sell) or otherwise obtain an economic interest in, by purchase, sale or otherwise, any right to direct the voting or disposition of, or any other right with respect to, any securities of the Company (or any direct or indirect rights, options or other securities convertible into or exercisable or exchangeable for such securities or any obligations measured by the price or value of any shares of capital stock of the Company, including without limitation any swaps or other derivative arrangements (“Derivative Securities”)), in each case, whether or not any of the foregoing may be obtained immediately or only after the passage of time or upon the satisfaction of one or more conditions (whether or not within the control of such party) pursuant to any agreement, arrangement or understanding (whether or not in writing) and whether or not any of the foregoing would give rise to “beneficial ownership” (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and, in each case, whether or not any of the foregoing is obtained by means of borrowing of securities or operation of any Derivative Security, or any significant portion of the assets, properties or indebtedness of the Company;

 

(ii)

make or participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents or undertakings to vote, or to seek to influence or control, in any manner whatsoever, the voting of any securities of the Company;

 

 

(iii)

make any statement or proposal to the Board of Directors of the Company, the Company’s Representatives or any of its stockholders with respect to, or make any public announcement with respect to, or solicit or submit a proposal or offer for, directly or indirectly, any merger, business combination, recapitalization, reorganization, asset purchase, tender offer, exchange offer or other similar extraordinary transaction involving the Company or any of its securities, assets or properties;

 

(iv)

form, join or in any way participate in a “group” as defined in Section 13(d)(3) of the Exchange Act in connection with any of the foregoing;

 

(v)

otherwise seek representation on or to influence or control, in any manner whatsoever, alone or in concert with others, the management, Board of Directors or policies of the Company;

 

(vi)

make any proposal or disclose any intention, plan or arrangement inconsistent with any of the foregoing;

 

(vii)

demand a copy of the Company’s record of security holders, stock ledger list or any other books or records of the Company;

 

(viii)

take any action that could reasonably be expected to require the Company or Alexion to make a public announcement regarding any of the events (or the possibility of any of the events) described in this Section 7;

 

(ix)

contest the validity of this Agreement or make, initiate, take or participate in any demand, action (legal or otherwise) or proposal to amend, waive or terminate any provision of this Section 7;

 

(x)

request the Company to amend or waive any provision of this Section 7 or make any public announcement with respect to the restrictions of this Section 7; or

 

(xi)

advise, assist or encourage, or direct any person to advise, assist or encourage any other person, in connection with any of the foregoing.

 

Alexion hereby represents and warrants that, as of July 22, 2022, neither Alexion nor any of Alexion’s subsidiaries or Affiliates (including AstraZeneca plc and its Affiliates) possess any economic interest, voting right or other right with respect to any security (including Derivative Securities) of the Company.

 

Notwithstanding anything to the contrary herein, Alexion shall be entitled to make confidential proposals to the Board of Directors of the Company (or any committee thereof) regarding any of the matters set forth in clauses (i) or (iii) of this Section 7, but only so long as such request or proposal would not reasonably be expected to require public disclosure by the Company or Alexion. Notwithstanding the foregoing, this Section 7 shall be of no further force and effect if (A) the Company enters into a definitive agreement with a person or “group” of persons involving the direct or indirect acquisition of 50% or more of the Company’s outstanding equity securities or 50% or more of the Company’s consolidated assets, other than in connection with an internal restructuring transaction involving only the Company, one or more of its subsidiaries and/or any holding company formed for the purpose of such transaction, including any spin-off transaction involving any division or operating segment of the Company, or (B) a tender or exchange offer is commenced that, if consummated, would result in 50% or more of the Company’s outstanding equity securities being owned by persons other than the current holders of the Company’s equity securities and the Board of Directors of the Company fails to recommend within ten (10) business days from the date of commencement of such offer that its stockholders reject such offer.”

 

 

5.

Non-Solicitation. The Agreement is hereby amended to insert a new Section 8, which reads as follows:

 

“8.

Non-Solicitation. For a period of twelve months beginning on July 22, 2022, without the Company’s prior written consent, neither you nor your Affiliates (including AstraZeneca plc and its Affiliates) will, directly or indirectly, solicit for purposes of employment, or hire, or enter into any employment or services contract with any employee of the Company (the “Restricted Individuals”), or solicit, induce or otherwise knowingly encourage any Restricted Individual to discontinue any employment relationship (contractual or otherwise) with the Company or any of its subsidiaries or Affiliates; provided that this paragraph shall not prohibit or otherwise restrict (i) the solicitation or general recruitment of employees of the Company through general advertising, employment agencies or other general solicitation not specifically targeted to the Restricted Individuals or (ii) the hiring of any employee of the Company (A) as a result of solicitation permitted by clause (i) above, or (B) whose employment has been terminated by the Company or who has not been employed by the Company for a period of six (6) months or more.”

 

6.

Miscellaneous. Except as expressly stated above, the Agreement remains in full force and effect in accordance with its terms. References in the Agreement to “this Agreement” shall mean the Agreement as amended hereby. This Amendment, together with the Agreement, set forth the entire agreement and understanding between the Parties as to the subject matter thereof and supersedes all prior agreements, whether written or oral, and any understandings in this respect. Except as specifically amended herein or in a previous or subsequent amendment, the terms of the Agreement shall remain the same. Capitalized terms contained herein and not defined shall have the meaning ascribed to them in the Agreement. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be deemed one and the same agreement. A signed copy of this Amendment by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.

 

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

 

 

IN WITNESS WHEREOF, each Party has executed this Amendment by a duly authorized individual effective as of the Amendment Effective Date.

 

Alexion Pharmaceuticals, Inc.			LogicBio Therapeutics, Inc.
By:	/s/ Marc Dunoyer		By:	/s/ Frederic Chereau
	Signature			Signature
Name:	Marc Dunoyer		Name:	Frederic Chereau
Title:	Chief Executive Officer		Title:	President and Chief Executive Officer

 

 

Exhibit (d)(5)

 

 

CONFIDENTIAL

 

August 30, 2022

 

Alexion Pharmaceuticals, Inc.

121 Seaport Boulevard

Boston, Massachusetts 02210

 

Re: Exclusivity Agreement

 

Ladies and Gentlemen,

 

This letter agreement, effective as of August 30, 2022 (the “Effective Date”), confirms our agreement with respect to the matters set forth below in connection with the non-binding revised proposal (the “Proposal”), dated August 25, 2022, from Alexion Pharmaceuticals, Inc. (“Alexion”) with respect to a potential strategic transaction (the “Transaction”) with LogicBio Therapeutics, Inc. (“LogicBio”).

 

1.           Exclusivity. During the period beginning on the Effective Date and ending on the earlier of (x) the entry of Alexion and LogicBio (each, a “Party”) into a final definitive agreement regarding a strategic transaction between the Parties and (y) 11:59 p.m. (EST) on the 21^st day immediately following the Effective Date (i.e. on September 20, 2022) (the “Exclusivity Period”), LogicBio hereby agrees not to, and to cause its controlled affiliates and its controlled affiliates’ respective officers, directors, general partners, employees, consultants, accountants, investment bankers, financial advisors, counsel, agents and other representatives (collectively, “Representatives”) not to (i) initiate contact with, solicit, encourage or disclose, directly or indirectly, any information concerning LogicBio to, (ii) afford any access to the personnel, offices, facilities, properties, books and records of LogicBio to, or (iii) enter into any discussion, negotiation, understanding, agreement or arrangement with, any person or entity (other than Alexion or its Representatives), in each case of clause (i) through (iii) above in connection with any Transaction Proposal. If, at the end of the Exclusivity Period, the Parties are working in good faith toward the execution of a definitive agreement between LogicBio and Alexion with respect to the Transaction, the Exclusivity Period shall be automatically extended to 11:59 p.m. (EST) on September 27, 2022. Notwithstanding the foregoing, nothing in this paragraph shall prohibit or limit LogicBio or its Representatives (a) in response to an unsolicited inquiry received during the Exclusivity Period, from indicating to any person or entity making such unsolicited inquiry that it is not permitted to respond to any Transaction Proposal or (b) complying with its obligations under federal and state securities and antitrust laws or the rules of NASDAQ. For purposes of this letter agreement, a “Transaction Proposal” means any inquiry, proposal, indication of interest or offer from any third party relating to, or that could reasonably be expected to lead to (A) a transaction or series of transactions pursuant to which any third party acquires or would acquire, directly or indirectly, beneficial ownership (as defined in Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended) of more than 5% of the outstanding common stock or other equity securities of LogicBio (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 5% or more of the voting power of LogicBio, including pursuant to a stock purchase, merger, consolidation, tender offer, share exchange or similar transaction involving LogicBio, (B) any transaction pursuant to which any third party acquires or would acquire, directly or indirectly, control of assets (including for this purpose the outstanding equity securities of subsidiaries of LogicBio and any entity surviving any merger or combination including any of them) of LogicBio or its subsidiaries representing 5% or more of the revenues, net income or assets (in each case, on a consolidated basis) of LogicBio and its subsidiaries taken as a whole, (C) other than transactions that have been publicly disclosed by LogicBio prior to the date hereof, any disposition of assets representing 5% or more of the revenues, net income or assets (in each case, on a consolidated basis) of LogicBio and its subsidiaries, taken as a whole, or (D) any other business combination or similar transaction (including by stock purchase, merger, consolidation, tender offer, share exchange or similar transaction) that would reasonably be expected to prevent or materially delay a potential transaction between the Parties. Except as permitted under the last sentence of this letter agreement, during the Exclusivity Period, LogicBio shall, and shall cause each of its Representatives to, immediately cease and suspend any existing activities, discussions or negotiations with any person (other than Alexion or its Representatives) conducted heretofore with respect to any Transaction Proposal. Promptly following its execution and delivery of this letter agreement, LogicBio shall use its reasonable best efforts to cause access to non-public information and documents with respect to LogicBio in connection with any Transaction Proposal to be restricted solely to Alexion, its Representatives or persons designated by Alexion. LogicBio hereby represents that neither it, nor any of its Representatives is currently bound by any other agreement relating to a Transaction Proposal and that the execution of this letter agreement does not and will not violate any agreement by which any such person is bound or to which any of their respective assets are subject.

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Blvd | Boston, MA 02210, USA | www.alexion.com

 

 

 

2.            Negotiation; Information. During the Exclusivity Period, (a) each Party shall (and shall cause their Representatives to) negotiate in good faith with respect to a Transaction and shall use their respective good faith efforts to negotiate a Transaction Agreement and publicly announce a Transaction at or prior to the conclusion of the Exclusivity Period and (b) LogicBio shall use good faith efforts to afford to Alexion and its Representatives reasonable access to information and materials regarding LogicBio and its subsidiaries and their respective businesses requested by Alexion in order to facilitate Alexion’s evaluation of a Transaction.

 

3.            No Obligation. Each Party understands and agrees that no contract or agreement providing for a Transaction between the parties shall be deemed to exist between the parties unless and until a definitive written agreement setting forth the terms, conditions and other provisions relating to a Transaction (a “Transaction Agreement”) has been executed and delivered. For purposes of this Agreement, the term “Transaction Agreement” does not include an executed letter of intent, unless by its express terms it is said to be a binding letter of intent, or any other preliminary written agreement nor does it include any written or verbal acceptance of an offer or bid on the part of either Party.

 

4.            Injunctive Relief. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement and that without prejudice to any rights or remedies at law or in equity otherwise available, either Party shall, if the other Party breaches any provision of this Agreement, be entitled to seek injunctive relief, specific performance or other appropriate equitable remedies for any such breach without posting any bond or similar security. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

 

5.            Severability. The provisions of this Agreement shall be severable if any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

 

6.            Governing Law. THIS AGREEMENT SHALL BE CONSTRUED (BOTH AS TO VALIDITY AND PERFORMANCE) AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH JURISDICTION. Each Party agrees that any suit or proceeding arising in respect of this Agreement will be tried exclusively in the courts of the State of Delaware or, if those courts do not have subject matter jurisdiction, in the United States District Court for the District of Delaware, and each Party irrevocably and unconditionally agrees to submit to the exclusive jurisdiction of, and to venue in, such courts.

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Blvd | Boston, MA 02210, USA | www.alexion.com

 

 

 

7.            Confidentiality. The Parties agree that this letter agreement and its contents are confidential and each Party agrees that neither it nor any of its Representatives will disclose to any other person the fact that this Agreement exists or the contents thereof; provided, however, that each Party may disclose such information to the extent such Party has received advice from its counsel that it is required to make such disclosure in order to avoid violating any law or regulation, including the federal securities laws.

 

8.            Entire Agreement. This Agreement embodies the entire agreement of the parties relating to the subject matter hereof and may be waived, amended or modified only by an instrument in writing signed by the Party against which such waiver, amendment or modification is sought to be enforced, and such written instrument shall set forth specifically the provisions of this Agreement that are to be so waived, amended or modified.

 

9.            Headings. The headings in this Agreement are for convenience of reference only and will not limit or otherwise affect the meaning of provisions contained herein.

 

10.          Counterparts. This Agreement may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed an original and all such counterparts shall together constitute but one and the same instrument.

 

11.          Assignment. This letter agreement (i) may not be assigned by either Party without the express written consent of the other Party, and (ii) may not be amended or modified except by an instrument in writing signed by each of the Parties.

 

[Signature Page Follows]

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Blvd | Boston, MA 02210, USA | www.alexion.com

 

 

 

Please confirm your agreement with the foregoing by signing and returning to the undersigned a counterpart of this letter agreement.

 

	Sincerely,
	LOGICBIO THERAPEUTICS, INC.
	By:	/s/ Frederic Chereau
	Name:	Frederic Chereau
	Title:	President and Chief Executive Officer

 

Acknowledged and Agreed to as of the Effective Date:
ALEXION PHARMACEUTICALS, INC.
By:	/s/ Marc Dunoyer
Name:	Marc Dunoyer
Title:	Chief Executive Officer

 

 

CONFIDENTIAL

 

AMENDMENT TO EXCLUSIVITY AGREEMENT

 

This Amendment to the Exclusivity Agreement (this “Amendment”) is effective as of September 27, 2022, by and between LogicBio Therapeutics, Inc., a Delaware corporation (“LogicBio”), and Alexion Pharmaceuticals, Inc., a Delaware corporation (“Alexion”).

 

RECITALS

 

A.

Reference is made to that certain Exclusivity Agreement, dated August 30, 2022 (the “Exclusivity Agreement”), by and between the Parties. Capitalized terms used but not defined in this Amendment have the meanings given in the Exclusivity Agreement.

 

B.

The Parties are working in good faith toward the execution of a definitive agreement regarding the Transaction.

 

C.

The Exclusivity Period (as extended), as set forth in the Exclusivity Agreement, will terminate at 11:59 p.m. (EST) on September 27, 2022.

 

D.

LogicBio desires to extend the Exclusivity Period with Alexion to afford the Parties additional time to complete negotiations with respect to the Transaction.

 

Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1.             Exclusivity Date Extension. The Parties acknowledge that they are continuing to negotiate the terms of the Transaction and desire to extend the Exclusivity Period to 11:59 p.m. (EST) on October 4, 2022, or such later date as may be agreed by the Parties in writing (email being sufficient) (the “Extended Exclusivity Date”). The Parties agree that the Exclusivity Period is hereby extended to the Extended Exclusivity Date, and that the Exclusivity Agreement is hereby amended accordingly. All references to the Exclusivity Period in the Exclusivity Agreement shall be references to such period as extended to the Extended Exclusivity Date hereby.

 

2.             No Modification. Nothing in this Amendment shall modify any of the terms or conditions of the Exclusivity Agreement except for the extension of the Exclusivity Period, and the Exclusivity Agreement shall remain in full force and effect in accordance with its terms.

 

3.             Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. Signatures to this Amendment transmitted by facsimile transmission, by electronic mail in portable document format (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, each party has executed this Amendment as of the date first written above.

 

LOGICBIO THERAPEUTICS, INC.
By:	/s/ Frederic Chereau
Name:	Frederic Chereau
Title:	President and Chief Executive Officer
ALEXION PHARMACEUTICALS, INC.
By:	/s/ Marc Dunoyer
Name:	Marc Dunoyer
Title:	Chief Executive Officer

 

[Signature Page to Amendment to Exclusivity Agreement]

 

 

Exhibit (d)(6)

 

 

Frederic Chereau		October 1, 2022
VIA EMAIL

 

Dear Frederic,

 

As you know, LogicBio Therapeutics, Inc. (the “Company”) is expected to become a subsidiary of Astrazeneca plc (“Astrazeneca”) under an Agreement and Plan of Merger, by and among LogicBio, Alexion Pharmaceuticals (“Alexion”), and Camelot Merger Sub, Inc. (the “Merger Agreement”, and the transactions set out in the Merger Agreement, the “Merger”).

 

Astrazeneca is pleased to offer you employment with Alexion Astrazeneca Rare Disease in the role of SVP, Strategy and Business Development, reporting to the CEO of Alexion Astrazeneca Rare Disease.

 

If you accept this offer, this offer letter (this “Offer Letter”) will supersede your employment agreement between the Company and you dated October 22, 2018 (your “Employment Agreement”), effective as of the Closing (as defined in the Merger Agreement) and your Employment Agreement will be of no further force and effect; provided that the Section 280G cutback provision in Section 10 of your Employment Agreement will continue to apply.

 

With effect from Closing, your annual base salary will be $558,500. Your annual base salary will be reviewed annually but will not be unilaterally reduced. The Remuneration Committee of Astrazeneca (“RemCo”) has the discretion to operate a Global Bonus Plan each year. Your bonus opportunity under the Global Bonus Plan will be in the range of 0%-90% of your annual base salary (45% for on-target performance).

 

For the year of the Closing, your annual bonus payable under the Global Bonus Plan will be prorated to reflect the portion of the year following the Closing, if you receive a separate prorated portion of your annual bonus based on target performance for the portion of the year prior to the Closing under the Merger Agreement.

 

You will be eligible to receive a cash retention bonus equal to $322,025 (the “Retention Bonus”), which will be payable to you if you remain employed through the first anniversary of the Closing. The Retention Bonus will be paid within 30 days following the first anniversary of the Closing.

 

As described in the Merger Agreement, your underwater stock options will be cancelled for no consideration as of the Closing. The in-the-money value of your stock options as of the Closing will be converted to a combination of cash and restricted stock units (such cash and restricted stock units, the “Converted Awards”). Each such option will be converted into (1) an amount in cash equal to the product of (i) the aggregate number of shares of Company common stock with respect to which such option would have vested prior to November 2023 pursuant to its terms as in effect prior to the Merger and (ii) the excess of the Offer Price (as defined in the Merger Agreement) over the per share exercise of such option, payable in March 2023, subject to your continued employment through March 1, 2023, and (2) a restricted stock unit award with respect to a number of Astrazeneca ADS with a value (measured at Closing) equal to the product of (i) the aggregate number of shares of Company common stock with respect to which such option would have vested after October 2023 and prior to November 2025 pursuant to its terms as in effect prior to the Merger and (ii) the excess of the Offer Price over the per share exercise of such option, which will vest in two equal annual installments in November 2023 and November 2024, subject to your continuous employment through the applicable vesting date and (3) a restricted stock unit award with respect to a number of Astrazeneca ADS with a value (measured at Closing) equal to the product of (i) the aggregate number of shares of Company common stock with respect to which such option would have vested after October 2025 pursuant to its terms as in effect prior to the Merger and (ii) the excess of the Offer Price over the per share exercise of such option, which will vest in November 2025, subject to your continuous employment through the applicable vesting date.

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Boulevard | Boston, MA 02210 U.S. | 1.475.230.4500 | alexion.com

 

 

 

 

The Converted Awards will accelerate automatically upon a Qualifying Termination (as defined herein).

 

New long term incentive (“LTI”) awards are currently made to senior executives under the Astrazeneca Performance Share Plan (the “PSP”), and your award made in March 2023 will be under the PSP, but this may be reviewed by the RemCo from time to time for future years. Your PSP awards are subject to the achievement of performance measures that apply to all senior executives of Astrazeneca over each three-year performance period. At the end of the performance period, RemCo determines the extent to which the performance measures have been met, and so the percentage of the award that will vest. “On target” performance will result in 50% of your award vesting – this is known as the “expected value” of your award. The maximum possible payout is 100%. This is the “face value” of the award, and the amount you will see in your EquatePlus account until the award vests.

 

LTI Awards are made at the discretion of the RemCo and subject to the relevant plan rules and corresponding award agreements. Following Closing, we will make a recommendation to the RemCo to grant an LTI award to you in March 2023 and each following year with an expected value of 75% of your annual base salary. The face value of such award is 150% of your annual base salary.

 

As soon as practicable following Closing, subject to RemCo approval, you will also be granted a one-time special LTI award with a value of $418,875 under the Astrazeneca’s Restricted Share Plan (the “RSP”). This award will vest on the second anniversary of the grant date subject to the rules of the RSP. For purposes of the RSP leaver provisions, your resignation for Good Reason (as defined herein) shall be treated as a redundancy.

 

Actual awards may be more or less than the figures noted above, depending on RemCo’s decision.

 

The RSP and PSP plan rules are enclosed with this letter.

 

Your principal work location will be Alexion’s offices in Boston and Lexington, Massachusetts.

 

From Closing, the Alexion Severance Plan will apply to you in the same way as it does to other US based employees of Alexion; provided that a termination of your employment by the Company without Cause (as defined in the Alexion Severance Plan) or by you for Good Reason (as defined below) will constitute a Qualifying Termination (as defined in the Alexion Severance Plan). The Summary Plan Document of the Alexion Severance Plan is available upon request.

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Boulevard | Boston, MA 02210 U.S. | 1.475.230.4500 | alexion.com

 

 

 

 

For purposes of this Offer Letter, Good Reason is defined as:

 

·          a material diminution of your title, authority, duties or responsibilities with Astrazeneca (subject to the paragraph below regarding changes in connection with the Merger);

·          a material breach of the terms of this Offer Letter;

·          any successor to Astrazeneca (whether pursuant to a change in control or otherwise) does not assume the terms of this Offer Letter; or

·          a material reduction in your base salary as in effect immediately prior to such termination, unless Astrazeneca also similarly reduces the base salaries of all other similarly-situated employees of Astrazeneca.

 

Notwithstanding the foregoing, no Good Reason will have occurred unless and until: (i) you have provided Astrazeneca or the successor company, within 30 days of the occurrence of the initial Good Reason event, written-notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; (ii) Astrazeneca or the successor company fails to cure such condition within 30 days after receiving such written notice (the “Cure Period”), and (iii) your resignation based on such Good Reason is effective within 30 days after the expiration of the Cure Period.

 

By signing and returning this Offer Letter, you agree that neither the completion of the Merger nor any changes in your position, title, authority, duties, responsibility, or reporting relationship in connection with the completion of the Merger will entitle you to terminate your employment for Good Reason, as defined in your Employment Agreement or any other agreements with the Company, or for purposes of the Alexion Severance Plan, or to receive any severance benefits.

 

As a condition of this offer, you are required to sign a new Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement based on the Company’s form for Massachusetts employees, which will replace your current version for California employees.

 

This Offer Letter will be void if the Merger Agreement is terminated pursuant to its terms.

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Boulevard | Boston, MA 02210 U.S. | 1.475.230.4500 | alexion.com

 

 

 

 

On behalf of the entire Astrazeneca Board of Directors and Senior Executive Team, we greatly look forward to the opportunity to work with you. Please sign, date and return this Offer Letter by October 1, 2022.

 

		Kind regards,
		Marc Dunoyer
		CEO, Alexion and Chief Strategy Officer,
		AstraZeneca

 

		Alexion
		By:
		/s/ Marc Dunoyer

 

Acknowledged and agreed:
/s/ Frederic Chereau
Frederic Chereau
October 1st, 2022

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Boulevard | Boston, MA 02210 U.S. | 1.475.230.4500 | alexion.com

 

Exhibit (d)(7)

 

 

Mariana Nacht	October 1, 2022
VIA EMAIL

 

Dear Mariana,

 

As you know, LogicBio Therapeutics, Inc. (the “Company”) is expected to become a subsidiary of Astrazeneca, plc (“Astrazeneca”) under an Agreement and Plan of Merger, by and among LogicBio, Alexion Pharmaceuticals (“Alexion”), and Camelot Merger Sub, Inc. (the “Merger Agreement”, and the transactions set out in the Merger Agreement, the “Merger”).

 

Astrazeneca is pleased to offer you employment with Alexion Astrazeneca Rare Disease in the role of VP, Head of Genomic Medicine, R&D, reporting to the SVP of Alexion Astrazeneca Holdco Rare Disease, effective as of the Closing (as defined in the Merger Agreement).

 

If you accept this offer, this offer letter (this “Offer Letter”) will supersede your employment agreement between the Company and you dated November 2, 2020 (your “Employment Agreement”), effective as of the Closing, and your Employment Agreement will be of no further force and effect; provided that the Section 280G cutback provision in Section 10 of your Employment Agreement will continue to apply.

 

With effect from Closing, your annual base salary will be $440,000. Your annual base salary will be reviewed annually but will not be unilaterally reduced. The Remuneration Committee of Astrazeneca (“RemCo”) has the discretion to operate a Global Bonus Plan each year. Your bonus opportunity under the Global Bonus Plan will be in the range of 0%-90% of your annual base salary (45% for on-target performance).

 

For the year of the Closing, your annual bonus payable under the Global Bonus Plan will be prorated to reflect the portion of the year following the Closing, if you receive a separate prorated portion of your annual bonus based on target performance for the portion of the year prior to the Closing under the Merger Agreement.

 

You will be eligible to receive a cash retention bonus equal to $ 198,000 (the “Retention Bonus”), of which $66,000 (the “First Portion”) will be payable within 30 days following the Closing if you remain employed through the Closing and $132,000 will be payable within 30 days following the first anniversary of the Closing if you remain employed through the first anniversary of the Closing. In the event that you resign from employment, on or prior to the first anniversary of the Closing date, other than for Good Reason (as defined below and subject to all the provisions herein) or are terminated for Cause (as defined in the Alexion Severance Plan), you will be required to repay the full amount of the First Portion net of any taxes withheld within 30 days following your termination of employment.

 

As described in the Merger Agreement, your underwater stock options will be cancelled for no consideration as of the Closing. The in-the- money value of your stock options as of the Closing will be converted to a combination of cash and restricted stock units (such cash and restricted stock units, the “Converted Awards”). Each such option will be converted into (1) an amount in cash equal to the product of (i) the aggregate number of shares of Company common stock with respect to which such option would have vested prior to November 2023 pursuant to its terms as in effect prior to the Merger and (ii) the excess of the Offer Price (as defined in the Merger Agreement) over the per share exercise of such option, payable in March 2023, subject to your continued employment through March 1, 2023, and (2) a restricted stock unit award with respect to a number of Astrazeneca ADS with a value (measured at Closing) equal to the product of (i) the aggregate number of shares of Company common stock with respect to which such option would have vested after October 2023 and prior to November 2025 pursuant to its terms as in effect prior to the Merger and (ii) the excess of the Offer Price over the per share exercise of such option, which will vest in two equal annual installments in November 2023 and November 2024, subject to your continuous employment through the applicable vesting date and (3) a restricted stock unit award with respect to a number of Astrazeneca ADS with a value (measured at Closing) equal to the product of (i) the aggregate number of shares of Company common stock with respect to which such option would have vested after October 2025 pursuant to its terms as in effect prior to the Merger and (ii) the excess of the Offer Price over the per share exercise of such option, which will vest in November 2025, subject to your continuous employment through the applicable vesting date.

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Boulevard | Boston, MA 02210 U.S. | 1.475.230.4500 | alexion.com

 

 

 

 

The Converted Awards will accelerate automatically upon a Qualifying Termination (as defined herein).

 

Long term incentive (“LTI”) awards are made at the discretion of the RemCo and subject to the relevant plan rules and corresponding award agreements. As soon as practicable following Closing, subject to RemCo approval, you will be granted a one-time special LTI award with a value of $330,000 under the Astrazeneca Restricted Share Plan (the “RSP”). This award will vest on the 18-month anniversary of the Closing subject to the rules of the RSP. For purposes of the RSP leaver provisions, your resignation for Good Reason (as defined herein) shall be treated as a redundancy.

 

Following Closing, we will make a recommendation to the RemCo to grant an LTI award to you in March 2023 with a value of $165,000 under the RSP. This award will vest on the 18-month anniversary of the Closing subject to the rules of the RSP.

 

In addition to the LTI Awards above, beginning in March 2024 and on an annual basis thereafter, subject to your continued employment with the Company, we will make a recommendation to the RemCo to grant an LTI award to you in each year with an expected grant value of 75% of your annual base salary. The face value of such award is 150% of your annual base salary. These LTI Awards are made to senior executives under the Astrazeneca Performance Share Plan (“PSP”), but this may be reviewed by the RemCo from time to time for future years. Any PSP awards are subject to the achievement of performance measures that apply to all senior executives of Parent Holdco over each three-year performance period. At the end of the performance period, RemCo determines the extent to which the performance measures have been met, and so the percentage of the award that will vest. “On target” performance will result in 50% of your award vesting – this is known as the “expected value” of your award. The maximum possible payout is 100%. This is the “face value” of the award, and the amount you will see in your EquatePlus account until the award vests.

 

Actual awards may be more or less than the figures noted above, depending on RemCo’s decision.

 

The RSP plan rules are enclosed with this letter. For 2023, you will not be eligible to participate in the PSP.

 

Your principal work location will be Astrazeneca’s offices in Lexington, Massachusetts.

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Boulevard | Boston, MA 02210 U.S. | 1.475.230.4500 | alexion.com

 

 

 

 

From Closing, the Alexion Severance Plan will apply to you in the same way as it does to other US based employees of Alexion; provided that a termination of your employment by the Company without Cause (as defined in the Alexion Severance Plan) or by you for Good Reason (as defined below) will constitute a Qualifying Termination (as defined in the Alexion Severance Plan). The Summary Plan Document of the Alexion Severance Plan is available upon request.

 

For purposes of this Offer Letter, Good Reason is defined as:

 

·         a material diminution of your title, authority, duties or responsibilities with Astrazeneca (subject to the paragraph below regarding changes in connection with the Merger);

·         a material breach of the terms of this Offer Letter;

·         any successor to Astrazeneca (whether pursuant to a change in control or otherwise) does not assume the terms of this Offer Letter; or

·         a material reduction in your base salary as in effect immediately prior to such termination, unless Astrazeneca also similarly reduces the base salaries of all other similarly-situated employees of Astrazeneca.

 

Notwithstanding the foregoing, no Good Reason will have occurred unless and until: (i) you have provided Astrazeneca or the successor company, within 30 days of the occurrence of the initial Good Reason event, written-notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; (ii) Astrazeneca or the successor company fails to cure such condition within 30 days after receiving such written notice (the “Cure Period”), and (iii) your resignation based on such Good Reason is effective within 30 days after the expiration of the Cure Period.

 

By signing and returning this Offer Letter, you agree that neither the completion of the Merger nor any changes in your position, title, authority, duties, responsibility, or reporting relationship in connection with the completion of the Merger will entitle you to terminate your employment for Good Reason, as defined in your Employment Agreement, this Offer Letter, or any other agreements with the Company, or for purposes of the Alexion Severance Plan, or to receive any severance benefits.

 

For the avoidance of doubt, your voluntary resignation on or around the 18-month anniversary of the Closing will not constitute a Qualifying Termination.

 

The restrictive covenants set forth in the Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement between you and the Company will remain in full force and effect following the Closing.

 

This Offer Letter will be void if the Merger Agreement is terminated pursuant to its terms.

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Boulevard | Boston, MA 02210 U.S. | 1.475.230.4500 | alexion.com

 

 

 

 

On behalf of the entire Astrazeneca Board of Directors and Senior Executive Team, we greatly look forward to the opportunity to work with you. Please sign, date and return this Offer Letter by October 1, 2022.

 

		Kind regards,
		Marc Dunoyer
		CEO, Alexion and Chief Strategy Officer,
		AstraZeneca plc

 

		Astrazeneca plc
		By:
		/s/ Marc Dunoyer

 

Acknowledged and agreed:
/s/ Mariana Nacht
Mariana Nacht
October 1, 2022
Date

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Boulevard | Boston, MA 02210 U.S. | 1.475.230.4500 | alexion.com

 

Exhibit (d)(8)

 

 

Matthias Hebben		October 1, 2022
VIA EMAIL

 

Dear Matthias,

 

As you know, LogicBio Therapeutics, Inc. (the “Company”) is expected to become a subsidiary of Astrazeneca plc (“Astrazeneca”) under an Agreement and Plan of Merger, by and among LogicBio, Alexion Pharmaceuticals (“Alexion”), and Camelot Merger Sub, Inc. (the “Merger Agreement”, and the transactions set out in the Merger Agreement, the “Merger”).

 

Astrazeneca is pleased to offer you employment with Alexion Astrazeneca Rare Disease in the role of VP, Global Head of Technology Development Operations, reporting to the VP, Head of Genomic Medicine R&D of Alexion Astrazeneca Rare Disease, effective as of the Closing (as defined in the Merger Agreement).

 

If you accept this offer, this offer letter (this “Offer Letter”) will supersede your employment agreement between the Company and you dated February 10, 2021 (your “Employment Agreement”), effective as of the Closing, and your Employment Agreement will be of no further force and effect; provided that the Section 280G cutback provision in Section 10 of your employment agreement will continue to apply.

 

With effect from Closing, your annual base salary will be $350,000. Your annual base salary will be reviewed annually but will not be unilaterally reduced. The Remuneration Committee of Astrazeneca (“RemCo”) has the discretion to operate a Global Bonus Plan each year. Your bonus opportunity under the Global Bonus Plan will be in the range of 0%-90% of your annual base salary (45% for on-target performance).

 

For the year of the Closing, your annual bonus payable under the Global Bonus Plan will be prorated to reflect the portion of the year following the Closing, if you receive a separate prorated portion of your annual bonus based on target performance for the portion of the year prior to the Closing under the Merger Agreement.

 

You will be eligible to receive a cash retention bonus equal to $147,150 (the “Retention Bonus”), of which $49,050 (the “First Portion”) will be payable within 30 days following the Closing if you remain employed through the Closing and $98,100 will be payable within 30 days following the first anniversary of the Closing if you remain employed through the first anniversary of the Closing. In the event that you resign from employment, on or prior to the first anniversary of the Closing, other than for Good Reason (as defined below and subject to all the provisions herein) or are terminated for Cause (as defined in the Alexion Severance Plan), you will be required to repay the full amount of the First Portion net of any taxes withheld within 30 days following your termination of employment.

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Boulevard | Boston, MA 02210 U.S. | 1.475.230.4500 | alexion.com

 

 

 

As described in the Merger Agreement, your underwater stock options will be cancelled for no consideration as of the Closing. The in-the-money value of your stock options as of the Closing will be converted to a combination of cash and restricted stock units (such cash and restricted stock units, the “Converted Awards”). Each such option will be converted into (1) an amount in cash equal to the product of (i) the aggregate number of shares of Company common stock with respect to which such option would have vested prior to November 2023 pursuant to its terms as in effect prior to the Merger and (ii) the excess of the Offer Price (as defined in the Merger Agreement) over the per share exercise of such option, payable in March 2023, subject to your continued employment through March 1, 2023, and (2) a restricted stock unit award with respect to a number of Astrazeneca ADS with a value (measured at Closing) equal to the product of (i) the aggregate number of shares of Company common stock with respect to which such option would have vested after October 2023 and prior to November 2025 pursuant to its terms as in effect prior to the Merger and (ii) the excess of the Offer Price over the per share exercise of such option, which will vest in two equal annual installments in November 2023 and November 2024, subject to your continuous employment through the applicable vesting date and (3) a restricted stock unit award with respect to a number of Astrazeneca ADS with a value (measured at Closing) equal to the product of (i) the aggregate number of shares of Company common stock with respect to which such option would have vested after October 2025 pursuant to its terms as in effect prior to the Merger and (ii) the excess of the Offer Price over the per share exercise of such option, which will vest in November 2025, subject to your continuous employment through the applicable vesting date.

 

The Converted Awards will accelerate automatically upon a Qualifying Termination (as defined herein).

 

New long term incentive (“LTI”) awards are currently made to senior executives under the Astrazeneca Performance Share Plan (the “PSP”), and your award made in March 2023 will be under the PSP, but this may be reviewed by the RemCo from time to time for future years. Your PSP awards are subject to the achievement of performance measures that apply to all senior executives of Astrazeneca over each three-year performance period. At the end of the performance period, RemCo determines the extent to which the performance measures have been met, and so the percentage of the award that will vest. “On target” performance will result in 50% of your award vesting – this is known as the “expected value” of your award. The maximum possible payout is 100%. This is the “face value” of the award, and the amount you will see in your EquatePlus account until the award vests.

 

LTI Awards are made at the discretion of the RemCo and subject to the relevant plan rules and corresponding award agreements. Following Closing, we will make a recommendation to the RemCo to grant an LTI award to you in March 2023 and each following year with an expected value of 60% of your annual base salary. The face value of such award is $120% of your annual base salary.

 

As soon as practicable following Closing, subject to RemCo approval, you will also be granted a one-time special LTI award with a value of $210,000 under the Astrazeneca’s Restricted Share Plan (the “RSP”). This award will vest on the second anniversary of the grant date subject to the rules of the RSP. For purposes of the RSP leaver provisions, your resignation for Good Reason (as defined herein) shall be treated as a redundancy.

 

Actual awards may be more or less than the figures noted above, depending on RemCo’s decision. The Company will pay a prorated portion of any LTI Awards described in this Offer Letter upon a Qualifying Termination (as defined herein).

 

The RSP and PSP plan rules are enclosed with this letter.

 

Your principal work location will be Alexion’s offices in Lexington or Boston, Massachusetts.

 

From Closing, the Alexion Severance Plan will apply to you in the same way as it does to other US based employees of Alexion; provided that a termination of your employment by the Company without Cause (as defined in the Alexion Severance Plan) or by you for Good Reason (as defined below) will constitute a Qualifying Termination (as defined in the Alexion Severance Plan). The Summary Plan Document of the Alexion Severance Plan is available upon request.

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Boulevard | Boston, MA 02210 U.S. | 1.475.230.4500 | alexion.com

 

 

 

For purposes of this Offer Letter, Good Reason is defined as:

 

•           a material diminution of your title, authority, duties or responsibilities with Astrazeneca (subject to the paragraph below regarding changes in connection with the Merger);

•           a material breach of the terms of this Offer Letter;

•           any successor to Astrazeneca (whether pursuant to a change in control or otherwise) does not assume the terms of this Offer Letter; or

•           a material reduction in your base salary as in effect immediately prior to such termination, unless Astrazeneca also similarly reduces the base salaries of all other similarly-situated employees of Astrazeneca.

 

Notwithstanding the foregoing, no Good Reason will have occurred unless and until: (i) you have provided Astrazeneca or the successor company, within 30 days of the occurrence of the initial Good Reason event, written-notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; (ii) Astrazeneca or the successor company fails to cure such condition within 30 days after receiving such written notice (the “Cure Period”), and (iii) your resignation based on such Good Reason is effective within 30 days after the expiration of the Cure Period.

 

By signing and returning this Offer Letter, you agree that neither the completion of the Merger nor any changes in your position, title, authority, duties, responsibility, or reporting relationship in connection with the completion of the Merger will entitle you to terminate your employment for Good Reason, as defined in your Employment Agreement, this Offer Letter or any other agreements with the Company, or for purposes of the Alexion Severance Plan, or to receive any severance benefits.

 

As a condition of this offer, you are required to sign a new Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement for Massachusetts employees that includes a six month post-termination noncompete.

 

This Offer Letter will be void if the Merger Agreement is terminated pursuant to its terms.

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Boulevard | Boston, MA 02210 U.S. | 1.475.230.4500 | alexion.com

 

 

 

On behalf of the entire Astrazeneca Board of Directors and Senior Executive Team, we greatly look forward to the opportunity to work with you. Please sign, date and return this Offer Letter by October 1, 2022.

 

	Kind regards,
	Marc Dunoyer
	CEO, Alexion and Chief Strategy Officer,
	AstraZeneca
	Alexion
	By:
		/s/ Marc Dunoyer

 

 

Acknowledged and agreed:
/s/ Matthias Hebben
October 1st 2022

 

Alexion Pharmaceuticals, Inc. | 121 Seaport Boulevard | Boston, MA 02210 U.S. | 1.475.230.4500 | alexion.com

 

 

Exhibit (d)(9)

 

LOGICBIO THERAPEUTICS, INC.

 

CONFIDENTIAL INFORMATION, 

INVENTION ASSIGNMENT, RESTRICTED ACTIVITIES, 

AND ARBITRATION AGREEMENT

 

As a condition of my employment with LogicBio Therapeutics, Inc. (“LogicBio”), its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, and in recognition of the fact that, as an employee of the Company, I will be granted access to the good will, trade secrets and other confidential information of the Company, and in exchange for other good and valuable consideration, including without limitation the stock option that will be granted to me, subject to the approval of the Company’s Board of Directors, under the Company’s 2018 Equity Incentive Plan on or after the date hereof, the sufficiency of which I hereby acknowledge, I agree to the following provisions of this LogicBio Therapeutics, Inc. Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement (this “Agreement”):

 

1.

AT-WILL EMPLOYMENT

 

I  UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR NO SPECIFIED TERM AND CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS IN WRITING AND SIGNED BY ME AND A DULY AUTHORIZED OFFICER OF LOGICBIO. ACCORDINGLY, I ACKNOWLEDGE THAT MY EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT NOTICE OR CAUSE, AT MY OPTION OR AT THE OPTION OF THE COMPANY.

 

2.

CONFIDENTIALITY

 

A.            Definition of Confidential Information. I understand that “Company Confidential Information” means any and all information of the Company that is not generally available to the public. Company Confidential Information includes both information disclosed by the Company (or any third party with whom the Company transacts business) to me, and information developed or learned by me during the course of my employment with Company. Company Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of Company, whether or not such information is identified as Company Confidential Information. By example, and without limitation, Company Confidential Information includes any and all non-public information that relates to the actual or anticipated business and/or products, research or development of the Company, or to the Company’s technical data, trade secrets, or know- how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which I called or with which I may become acquainted during the term of my employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of premises, parts, equipment, or other Company property. Notwithstanding the foregoing, Company Confidential Information shall not include any such information which I can establish (i) was publicly known or made generally available prior to the time of disclosure by the Company to me; (ii) becomes publicly known or made generally available after disclosure by the Company to me through no wrongful action or omission by me; or (iii) is in my rightful possession, without confidentiality obligations, at the time of disclosure by the Company as shown by my then-contemporaneous written records. I understand that nothing in this Agreement is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law or in any way affects my communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity.

 

 

B.             Nonuse and Nondisclosure. I agree that during and after my employment with the Company, I will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Company Confidential Information, and I will not (i) use the Company Confidential Information for any purpose whatsoever other than for the benefit of the Company in the course of my employment, or (ii) disclose the Company Confidential Information to any third party without the prior written authorization of the President, CEO, or the Board of Directors of the Company. Prior to disclosure when compelled by applicable law; I shall provide written notice to the President, CEO, and General Counsel of LogicBio sufficient to allow the Company to seek a protective order or take other steps necessary to protect such Confidential Information. I agree that I obtain no title to any Company Confidential Information, and that as between the Company and myself, the Company retains all Confidential Information as the sole property of LogicBio. I understand that my unauthorized use or disclosure of Company Confidential Information during my employment may lead to disciplinary action, up to and including immediate termination and legal action by the Company. I understand that my obligations under this Section 2.B shall continue after termination of my employment. I understand that I cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, I understand that I may be held liable if I unlawfully access trade secrets by unauthorized means.

 

C.             Former Employer Confidential Information. I agree that during my employment with the Company, I will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former employer or other person or entity that I have an obligation to keep in confidence. I further agree that I will not bring onto the Company’s premises or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any such third party unless disclosure to, and use by, the Company has been consented to in writing by such third party.

 

 

D.             Third Party Information. I recognize that the Company has received and in the future will receive from third parties associated with the Company, e.g., the Company’s customers, suppliers, licensors, licensees, partners, or collaborators (“Associated Third Parties”), their confidential or proprietary information (“Associated Third Party Confidential Information”) subject to a duty on the Company’s part to maintain the confidentiality of such Associated Third Party Confidential Information and to use it only for certain limited purposes. By way of example, Associated Third Party Confidential Information may include the habits or practices of Associated Third Parties, the technology of Associated Third Parties, requirements of Associated Third Parties, and information related to the business conducted between the Company and such Associated Third Parties. I agree at all times during my employment with the Company and thereafter, that I owe the Company and its Associated Third Parties a duty to hold all such Associated Third Party Confidential Information in the strictest confidence, and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such Associated Third Parties. I further agree to comply with any and all Company policies and guidelines that may be adopted from time to time regarding Associated Third Parties and Associated Third Party Confidential Information. I understand that my unauthorized use or disclosure of Associated Third Party Confidential Information or violation of any Company policies during my employment may lead to disciplinary action, up to and including immediate termination and legal action by the Company. I understand that my obligations under this Section 2.B shall continue after termination of my employment.

 

3.

OWNERSHIP

 

A.             Assignment of Inventions. As between Company and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during the period of time I am in the employ of the Company relating in any way to the business or research or development of LogicBio (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, “Inventions”), are the sole property of LogicBio. I also agree to promptly make full written disclosure to LogicBio of any Inventions, and to deliver and assign and hereby irrevocably assign and agree to assign fully to LogicBio all of my right, title and interest in and to Inventions. I agree that this assignment includes a present conveyance to LogicBio of ownership of Inventions that are not yet in existence. I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any Inventions is within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty or other consideration will be due to me as a result of the Company’s efforts to commercialize or market any such Inventions.

 

 

B.             Pre-Existing Materials. I have attached hereto as Exhibit A, a list describing all inventions, discoveries, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company, and which relate to the Company’s proposed business, products, or research and development (“Prior Inventions”); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform LogicBio in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing such Prior Invention in the course of my employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without LogicBio’s prior written permission.

 

C.             Moral Rights. Any assignment to LogicBio of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.

 

D.             Maintenance of Records. I agree to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by the Company. As between Company and myself, the records are and will be available to and remain the sole property of LogicBio at all times.

 

E.              Further Assurances. I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, and all other instruments that the Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to all Inventions, and testifying in a suit or other proceeding relating to such Inventions. I further agree that my obligations under this Section 3.E shall continue after the termination of this Agreement.

 

F.              Attorney-in-Fact. I agree that, if the Company is unable because of my unavailability, mental or physical incapacity, or for any other reason to secure my signature with respect to any Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to LogicBio in Section 3.A, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and on my behalf to execute and file any papers and oaths, and to do all other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by me. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.

 

 

4.

CONFLICTING OBLIGATIONS

 

A.            Current Obligations. I agree that during the term of my employment with the Company, I will not engage in or undertake any other employment, occupation, consulting relationship, or commitment that is directly related to the business in which the Company is now involved or becomes involved or has plans to become involved, nor will I engage in any other activities that conflict with my obligations to the Company.

 

B.            Prior Relationships. Without limiting Section 4.A, I represent and warrant that I have no other agreements, relationships, or commitments to any other person or entity, and am not subject to any court order, that conflicts with the provisions of this Agreement, my obligations to the Company under this Agreement, or my ability to become employed and perform the services for which I am being hired by the Company. I further agree that if I have signed a confidentiality, non-competition, non-solicitation or no-hire agreement or similar type of agreement with any former employer or other entity, I will comply with the terms of any such agreement. I represent and warrant that after undertaking a careful search (including searches of my computers, cell phones, electronic devices, and documents), I have returned all property and confidential information belonging to all prior employers (and/or other third parties I have performed services for in accordance with the terms of my applicable agreement). Moreover, I agree to fully indemnify the Company, its directors, officers, agents, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns for all verdicts, judgments, settlements, and other losses incurred by any of them resulting from my breach of my obligations under any agreement with a third party to which I am a party or obligation to which I am bound, as well as any reasonable attorneys’ fees and costs if the plaintiff is the prevailing party in such an action, except as prohibited by law.

 

5.

RETURN OF COMPANY MATERIALS

 

Upon separation from employment with the Company, on the Company’s earlier request during my employment, or at any time subsequent to my employment upon demand from the Company, I will promptly deliver to LogicBio, and will not keep in my possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Company Confidential Information, Associated Third Party Confidential Information, all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), all tangible embodiments of the Inventions, all electronically stored information and passwords to access such property, Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, photographs, charts, any other documents and property, and reproductions of any of the foregoing items, including, without limitation, those records maintained pursuant to Section 3.D. I also consent to an exit interview to confirm my compliance with this Section 5.

 

 

6.             TERMINATION CERTIFICATION

 

Upon separation from employment with the Company, upon the request of the Company, I agree to promptly sign and deliver to the Company the “Termination Certification” attached hereto as Exhibit B. I also agree to keep LogicBio advised of my home and business address as well as the names of my new employers for a period of three (3) years after termination of my employment with the Company, so that the Company can contact me regarding my continuing obligations provided by this Agreement.

 

7.             NOTIFICATION OF NEW EMPLOYER

 

In the event that I leave the employ of the Company, I agree to notify my new employer about my obligations under this Agreement and hereby grant consent to notification by the Company to my new employer about my obligations under this Agreement.

 

8.

RESTRICTED ACTIVITIES

 

A.            Non-Competition as an Employee. While I am employed by the Company (other than in connection with the proper performance of my duties and responsibilities to the Company during the term of my employment), I agree that I will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, own, manage, operate or control, or be employed by, or engage in any business that is engaged in by, any Restricted Business (as defined below), in each case involving any of the services that I provided to LogicBio at any time during my employment with LogicBio.

 

B.             Post Termination Non-Competition Restrictions. During the six-month period immediately following termination of my employment for any reason except a termination due to layoff or termination by the Company without Cause (as defined below) (the “Post Termination Non-Competition Period”), and subject to Section 8.E (Post Termination Non-Competition Compensation) and Section 8.F (Waiver of Post Termination Non-Competition) below, I agree that I will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, own, manage, operate or control, or be employed by, or engage in any business that is engaged in by, any Restricted Business (as defined below), in each case involving any of the services that I provided to LogicBio during the last two (2) years of my employment (i) in any geographic area in which the Company conducts the Restricted Business or (ii) in any geographic area in which I provided services on behalf of LogicBio or had a material presence or influence (the “Post Termination Non-Competition Restrictions”). For the purposes of this Agreement, the term “Restricted Business” shall mean any person or entity engaged in the research, development, manufacture and/or commercialization of products that utilize gene therapy or genome editing technologies for use in therapeutic indications (i.e., the target disease or patient population) the Company is actively pursuing at any time during my employment or, with respect to Post Termination Non-Competition Period, has pursued within the last year of my employment and which the Board of Directors of the Company has not affirmatively elected to no longer pursue. For the purposes of this Agreement, the term “Cause” has the meaning as set forth in that certain Offer Letter by and between Alexion Astrazeneca Rare Disease and me dated on or about the date of this Agreement (referencing such term as defined in the Alexion Severance Plan).

 

 

C.             Non-Solicitation of Customers and Other Business Partners. While I am employed by the Company and during the one-year period immediately following termination of my employment, regardless of the reason therefore (in the aggregate, the “Non-Solicit Period”), I agree that I will not directly or indirectly (a) solicit or encourage any customer, client, vendor, supplier or other business partner of the Company to terminate or diminish its relationship with them; or (b) seek to persuade any such customer, client, vendor, supplier or other business partner, or any prospective customer, client, vendor, supplier or other business partner of the Company, to conduct with anyone else any business or activity which such customer, client, vendor, supplier or other business partner conducts or could conduct, or such prospective customer, client, vendor, supplier or other business partner could conduct, with the Company; provided, however, that these restrictions shall apply (y) only with respect to those persons or entities who are or have been a customer, client, vendor, supplier or other business partner of the Company at any time within the two-year period immediately preceding the activity restricted by this Section 8.C or whose business has been solicited on behalf of the Company by any of their officers, employees or agents within such two-year period, other than by form letter, blanket mailing or published advertisement, and (z) only if I have performed work for such person or entity during my employment with the Company or been introduced to, or otherwise had contact with, such person or entity as a result of my employment or other associations with the Company or have had access to Company Confidential Information or Associated Third Party Confidential Information which would assist in my solicitation of such person or entity.

 

D.            Non-Solicitation of Employees. During the Non-Solicit Period, I agree that I will not, and will not assist any other person or entity to (a) hire or solicit for hiring any employee of the Company or seek to persuade any employee of the Company to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” or an “independent contractor” of the Company is any person or entity who was such at any time within the two-year period immediately preceding the activity restricted by this Section 8.D.

 

E.             Post Termination Non-Competition Compensation. In the event that the Company does not waive my Post Termination Non-Competition Restrictions in accordance with Section 8.F below, I will be eligible to receive the Non-Competition Compensation during the Post Termination Non-Competition Period, which shall be an amount equal to fifty percent (50%) of my monthly base salary in effect immediately prior to my termination, payable to me by the Company in equal monthly installments beginning no later than the date that is within 30 days of my termination date; provided, however, that the Non-Competition Compensation shall be subject to Offset as set forth in Section 8.G. I acknowledge and agree that the Non-Competition Compensation is mutually-agreed upon consideration for the Post Termination Non-Competition Restrictions and is subject to all applicable federal, state and local withholding, payroll and other taxes. In the event that the I breach Section 8.B of this Agreement, the Non-Competition Compensation paid under this Section 8.E shall immediately terminate, and the Company shall have no further obligations to me with respect thereto; provided, however, that any such termination of Non- Competition Compensation shall have no effect on my non-competition obligation hereunder or the Company’s right to enforce my non-competition obligation. I further acknowledge and agree that, in the event I have breached my contractual obligations, fiduciary duty to the Company or if I have unlawfully taken, physically or electronically, property belonging to the Company, the Post Termination Non-Competition Period shall be extended to twenty-four (24) months following my termination date, and the Company shall not be required to provide any further consideration beyond the Non-Competition Compensation set forth herein.

 

 

F.             Company’s Right to Waive Post Termination Non-Competition. The Company shall have no obligation to pay me any Post Termination Non-Competition Compensation set forth in Section 8.E if within ten (10) business days after the effective date of the termination of my employment with the Company, the Company provides a waiver of its right to enforce my Post Termination Non-Competition Restrictions in Section 8.B.

 

G.             Offset. Any compensation paid to me under Section 8.E shall be reduced by any cash severance I receive from LogicBio, including pursuant to the terms of any separation agreement, during the Post Termination Non-Competition Period. Furthermore, in addition to any other remedies that may be available, any compensation paid to me under Section 8.E in excess of the cash severance (if any) paid to me pursuant to a separation agreement shall be reduced by any cash compensation I receive from another employer or other entity, whether as an employee, consultant or otherwise, should such employment, consultancy or other provision of service be in violation of Section 8.B of this Agreement. I agree promptly to respond to any reasonable inquiries concerning my professional activities. If the Company overpays, I promptly shall return any such overpayments to the Company and/or I hereby authorize the Company to deduct any such overpayments from future amounts. The Company will not seek to recover amounts that were already paid to me under this Agreement prior to the date that I began earning such compensation from a different employer or entity.

 

9.

CONFLICT OF INTEREST GUIDELINES

 

I agree to diligently adhere to all policies of the Company, including the Company’s insider trading policies and the Company’s Conflict of Interest Guidelines. A copy of the Company’s current Conflict of Interest Guidelines is attached as Exhibit C hereto, but I understand that these Conflict of Interest Guidelines may be revised from time to time during my employment.

 

10.           REPRESENTATIONS

 

Without limiting my obligations under Section 3.E above, I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent and warrant that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I hereby represent and warrant that I have not entered into, and I will not enter into, any oral or written agreement in conflict herewith.

 

11.

AUDIT

 

I acknowledge that I have no reasonable expectation of privacy in any computer, technology system, email, handheld device, telephone, voicemail, or documents that are used to conduct the business of the Company. All information, data, and messages created, received, sent, or stored in these systems are, at all times, the property of the Company. As such, the Company has the right to audit and search all such items and systems, without further notice to me, to ensure that the Company is licensed to use the software on the Company’s devices in compliance with the Company’s software licensing policies, to ensure compliance with the Company’s policies, and for any other business-related purposes in the Company’s sole discretion. I understand that I am not permitted to add any unlicensed, unauthorized, or non-compliant applications to the Company’s technology systems, including, without limitation, open source or free software not authorized by the Company, and that I shall refrain from copying unlicensed software onto the Company’s technology systems or using non- licensed software or websites. I understand that it is my responsibility to comply with the Company’s policies governing use of the Company’s documents and the internet, email, telephone, and technology systems to which I will have access in connection with my employment.

 

 

I am aware that the Company has or may acquire software and systems that are capable of monitoring and recording all network traffic to and from any computer I may use to conduct the business of the Company. The Company reserves the right to access, review, copy, and delete any of the information, data, or messages accessed through these systems with or without notice to me and/or in my absence. This includes, but is not limited to, all e-mail messages sent or received, all website visits, all chat sessions, all news group activity (including groups visited, messages read, and postings by me), and all file transfers into and out of the Company’s internal networks. The Company further reserves the right to retrieve previously deleted messages from e-mail or voicemail and monitor usage of the Internet, including websites visited and any information I have downloaded. In addition, the Company may review Internet and technology systems activity and analyze usage patterns, and may choose to publicize this data to assure that technology systems are devoted to legitimate business purposes.

 

12.

ARBITRATION AND EQUITABLE RELIEF

 

A.          Arbitration. IN CONSIDERATION OF MY EMPLOYMENT WITH THE COMPANY, ITS PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED DISPUTES, AND MY RECEIPT OF THE COMPENSATION, PAY RAISES, AND OTHER BENEFITS PAID TO ME BY THE COMPANY, AT PRESENT AND IN THE FUTURE, I AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER, OR BENEFIT PLAN OF THE COMPANY, IN THEIR CAPACITY AS SUCH OR OTHERWISE), ARISING OUT OF, RELATING TO, OR RESULTING FROM MY EMPLOYMENT WITH THE COMPANY OR THE TERMINATION OF MY EMPLOYMENT WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT OR ANY OTHER AGREEMENT WITH THE COMPANY, SHALL BE SUBJECT TO BINDING ARBITRATION. DISPUTES THAT I AGREE TO ARBITRATE, AND THEREBY AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO, INCLUDE ANY STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE SARBANES-OXLEY ACT, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE IMMIGRATION REFORM AND CONTROL ACT, THE UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT (“USERRA”), 42 U.S.C.§ 1981, THE EQUAL PAY ACT, AND THE FOLLOWING MASSACHUSETTS LAWS: THE WAGE PAYMENT ACT (M.G.L. C. 149, § 148), THE MINIMUM FAIR WAGES ACT, THE FAIR EMPLOYMENT PRACTICES ACT (M.G.L. C. 151B), THE PARENTAL LEAVE ACT (M.G.L. C. 149, § 105D), THE SMALL NECESSITIES LEAVE ACT (M.G.L. C. 149, § 52D), THE EARNED SICK TIME LAW (M.G.L. C. 149, § 148C), THE DOMESTIC VIOLENCE LEAVE ACT (M.G.L. C. 149, § 59E), THE CIVIL RIGHTS ACT (M.G.L. C. 12, § 11H ET SEQ.), THE EQUAL RIGHTS ACT (M.G.L. C. 93, § 102 ET SEQ.), THE EQUAL PAY ACT (M.G.L. C. 149, § 105A ET SEQ.), THE LAW AGAINST SEXUAL HARASSMENT (M.G.L. C. 214, § 1C ET SEQ.), THE LAW AGAINST RETALIATION (M.G.L. C. 19C, § 11. ET SEQ.), AND/OR ANY APPLICABLE OR EQUIVALENT STATE OR LOCAL LAWS, CLAIMS OF HARASSMENT, DISCRIMINATION, AND WRONGFUL TERMINATION, AND ANY STATUTORY OR COMMON LAW CLAIMS. NOTWITHSTANDING THE FOREGOING, I UNDERSTAND THAT NOTHING IN THIS AGREEMENT CONSTITUTES A WAIVER OF MY RIGHTS UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT. I FURTHER UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH ME, EXCEPT AS SET FORTH IN SUBSECTION C BELOW.

 

 

B.           Procedure. I AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (THE “JAMS RULES”). I AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, AND MOTIONS TO DISMISS AND DEMURRERS, PRIOR TO ANY ARBITRATION HEARING. I AGREE THAT THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION ON THE MERITS. I ALSO AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. I AGREE THAT THE DECREE OR AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AS A FINAL AND BINDING JUDGMENT IN ANY COURT HAVING JURISDICTION THEREOF. I AGREE AND UNDERSTAND THAT THE ARBITRATOR SHALL MAINTAIN THE CONFIDENTIALITY OF THE ARBITRATION AND SHALL HAVE THE AUTHORITY TO MAKE APPROPRIATE RULINGS TO SAFEGUARD THAT CONFIDENTIALITY, UNLESS THE PARTIES AGREE OTHERWISE OR THE LAW PROVIDES TO THE CONTRARY. I UNDERSTAND THAT THE COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES CHARGED BY THE ARBITRATOR OR JAMS EXCEPT THAT I SHALL PAY ANY FILING FEES ASSOCIATED WITH ANY ARBITRATION THAT I INITIATE. THE COMPANY AND I AGREE THAT THIS AGREEMENT TO ARBITRATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT. NOTWITHSTANDING THE FOREGOING, THE ARBITRATOR OTHERWISE SHALL APPLY THE SUBSTANTIVE AND PROCEDURAL MASSACHUSETTS LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. I AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN MIDDLESEX COUNTY, MASSACHUSETTS. ANY CLAIM OR DISPUTE MUST BE BROUGHT TO ARBITRATION WITHIN THE TIME PERIOD REQUIRED TO FILE SUCH CLAIM OR DISPUTE IN COURT.

 

 

C.             Remedies. EXCEPT AS PROVIDED BY THE ACT AND THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE BETWEEN ME AND THE COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE ACT AND THIS AGREEMENT, NEITHER I NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION.

 

NOTWITHSTANDING THIS AGREEMENT TO ARBITRATE, THE COMPANY AND I AGREE THAT (1) EITHER PARTY MAY SEEK PROVISIONAL REMEDIES SUCH AS A TEMPORARY RESTRAINING ORDER OR A PRELIMINARY INJUNCTION FROM A COURT OF COMPETENT JURISDICTION TO PREVENT IRREPARABLE HARM AND/OR IN AID OF ARBITRATION, INCLUDING, FOR EXAMPLE, PROVISIONAL REMEDIES TO ENFORCE THE RESTRICTIVE COVENANTS SET FORTH IN SECTION 8 HEREOF, AND (2) ALL CIVIL ACTIONS RELATING TO MY POST TERMINATION NON- COMPETITION RESTRICTIONS SHALL BE COMMENCED AND MAINTAINED IN SUFFOLK SUPERIOR COURT IN BOSTON.

 

D.             Administrative Relief. I UNDERSTAND THAT THIS AGREEMENT DOES NOT PROHIBIT ME FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE, OR FEDERAL ADMINISTRATIVE BODY OR GOVERNMENT AGENCY THAT IS AUTHORIZED TO ENFORCE OR ADMINISTER LAWS RELATED TO EMPLOYMENT, INCLUDING, BUT NOT LIMITED TO, THE MASSACHUSETTS COMMISSION AGAINST DISCRIMINATION, THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, THE NATIONAL LABOR RELATIONS BOARD, OR THE WORKERS’ COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE ME FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM, EXCEPT AS PERMITTED BY LAW.

 

E.             No Class Actions or Arbitrations. I AGREE THAT THE ARBITRATOR MAY ONLY HEAR INDIVIDUAL CLAIMS AND WILL NOT HAVE THE AUTHORITY: (I) TO CONSOLIDATE THE CLAIMS OF OTHER EMPLOYEES; (II) TO FASHION A PROCEEDING AS A CLASS OR COLLECTIVE ACTION; AND/OR (III) TO AWARD RELIEF TO A GROUP OR CLASS OF EMPLOYEES IN ONE ARBITRATION PROCEEDING. IN OTHER WORDS, I UNDERSTAND THAT I MUST PURSUE ALL CLAIMS SUBJECT TO ARBITRATION AS AN INDIVIDUAL AND MAY NOT PURSUE SUCH CLAIMS AS PART OF A CLASS. I REPRESENT, AGREE, AND ACKNOWLEDGE THAT I WILL BE ABLE TO EFFECTIVELY PURSUE MY RIGHTS AND ANY AND ALL CLAIMS AGAINST THE COMPANY IN AN INDIVIDUAL ARBITRATION ACCORDING THE TERMS OF THIS AGREEMENT.

 

F.             Voluntary Nature of Agreement. I ACKNOWLEDGE AND AGREE THAT I AM EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. I FURTHER ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND THAT I HAVE ASKED ANY QUESTIONS NEEDED FOR ME TO UNDERSTAND THE TERMS, CONSEQUENCES, AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT TO A JURY TRIAL AND MY RIGHT TO PURSUE CLASS OR COLLECTIVE ACTION AGAINST THE COMPANY IN CONNECTION WITH OF ANY AND ALL PRESENT OR FUTURE CLAIMS SUBJECT TO ARBITRATION UNDER THIS AGREEMENT TO ARBITRATE. FINALLY, I AGREE THAT I HAVE BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS AGREEMENT.

 

 

13.

MISCELLANEOUS

 

A.             Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to Massachusetts’s conflicts of law rules that may result in the application of the laws of any jurisdiction other than Massachusetts, provided, however, that the parties agree that the agreement to arbitrate in Section 12 will be governed by the Federal Arbitration Act. To the extent that any lawsuit is permitted under this Agreement, I hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Massachusetts for any lawsuit filed against me by the Company, and provided further that, any civil action relating to my Post Termination Non-Competition Restrictions in Section 8.B shall be brought exclusively in Suffolk County Superior Court in Boston or the federal courts sitting in Boston, and each party consents to the jurisdiction thereof.

 

B.             Assignability. This Agreement will be binding upon my heirs, executors, assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement, except as may be expressly otherwise stated. Notwithstanding anything to the contrary herein, LogicBio may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of LogicBio’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise.

 

C.             Enforcement. In signing this Agreement, I give the Company assurance that I have carefully read and considered all of the restraints imposed on me hereunder, that I have not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and that I have signed this Agreement knowingly and voluntarily. I agree without reservation that these restraints are necessary for the reasonable and proper protection of the Company, and are reasonable in respect to subject matter, length of time and geographic area. I further agree that, were I to breach any of the covenants contained herein, the damage to the Company would be irreparable. I therefore agree that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief from a court of competent jurisdiction against any breach or threatened breach by me of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder. So that the Company may enjoy the full benefit of the covenants contained in Sections 8.C and 8.D above, I further agree that the Non-Solicit Period shall be tolled, and shall not run, during the period of any breach by me of such covenants. I also agree that if I violate any fiduciary duty to the Company or unlawfully take any Company Confidential Information or other property belonging to the Company, the Post-Termination Non-Competition Period in Section 8.B will extend by the time during which I engage in such violation(s), for up to a total of two (2) years following the termination of my employment. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Finally, no claimed breach of this Agreement or other violation of law attributed to the Company, or change in the nature or scope of my employment or other relationship with the Company, shall operate to excuse me from the performance of my obligations under this Agreement.

 

 

D.              Entire Agreement. This Agreement, together with the Exhibits herein and any executed written offer letter or agreement between me and the Company, to the extent such materials are not in conflict with this Agreement, sets forth the entire agreement and understanding between the Company and me with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between us, including, but not limited to, any representations made during my interview(s) or relocation negotiations. I represent and warrant that I am not relying on any statement or representation not contained in this Agreement. Any subsequent change or changes in my duties, salary, or compensation will not affect the validity or scope of this Agreement.

 

E.             Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.

 

F.             Severability. If a court or other body of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.

 

G.             Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the President or CEO of LogicBio and me. Waiver by LogicBio of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.

 

H.             Survivorship. My rights and obligations hereunder will survive termination of my employment with the Company.

 

 

I ACKNOWLEDGE AND AGREE THAT I RECEIVED A COPY OF THIS AGREEMENT ON OR BEFORE THE EARLIER OF (I) THE DATE OF RECEIPT BY ME OF A FORMAL OFFER OF EMPLOYMENT FROM THE COMPANY OR (II) THE DATE THAT IS TEN (10) BUSINESS DAYS BEFORE THE COMMENCEMENT OF MY EMPLOYMENT WITH THE COMPANY. TO THE EXTENT THAT ANY SUCH TEN (10) BUSINESS DAY WAITING PERIOD IS NOT DEEMED TO HAVE BEEN MET, I HEREBY KNOWINGLY AND EXPRESSLY WAIVE SUCH WAITING PERIOD. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. I UNDERSTAND THAT I HAVE THE RIGHT TO CONSULT WITH LEGAL COUNSEL PRIOR TO EXECUTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.

  

LOGICBIO THERAPEUTICS, INC.			EMPLOYEE
				/s/ Frederic Chereau
By:			Name (Printed):	Frederic Chereau
Title:			Address:	160 Upland road
				Cambridge, MA 02140

 

 

EXHIBIT A

 

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

 

				Identifying Number or Brief
Title		Date		Description

 

 

 

                                                   No inventions or improvements

 

                                                   Additional Sheets Attached

 

Date:			Signature
			Name of Employee (typed or printed)

 

 

EXHIBIT B

 

LOGICBIO THERAPEUTICS, INC. TERMINATION CERTIFICATION

 

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property, or reproductions of any and all aforementioned items belonging to LogicBio Therapeutics, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”).

 

I further certify that I have complied with all the terms of the Company’s Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or made by me (solely or jointly with others), as covered by that agreement.

 

I further agree that, in compliance with the Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement, I will preserve as confidential all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees.

 

I agree that nothing in this Exhibit B shall affect my continuing obligations under the Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement, including, without limitation, my obligations under Article 2 (Confidentiality) and Article 8 (Restricted Activities) thereof.

 

After leaving the Company’s employment, I will be employed by                                 in the position of                                                                     .

 

Date:			Signature
			Name of Employee (typed or printed)
Address for Notifications:

 

 

EXHIBIT C

 

LOGICBIO THERAPEUTICS, INC. CONFLICT OF INTEREST GUIDELINES

 

It is the policy of LogicBio Therapeutics, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided:

 

1.              Revealing confidential information to outsiders or misusing confidential information. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended. (The Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement elaborates on this principle and is a binding agreement.)

 

2.             Accepting or offering substantial gifts, excessive entertainment, favors, or payments that may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company.

 

3.              Participating in civic or professional organizations that might involve divulging confidential information of the Company.

 

4.              Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement.

 

5.              Initiating or approving any form of personal or social harassment of employees.

 

6.              Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of the Company.

 

7.              Borrowing from or lending to employees, customers, or suppliers.

 

8.              Acquiring real estate of interest to the Company.

 

9.              Improperly using or disclosing to the Company any proprietary information or trade secrets of any former or concurrent employer or other person or entity with whom obligations of confidentiality exist.

 

10.            Unlawfully discussing prices, costs, customers, sales, or markets with competing companies or their employees.

 

11.            Making any unlawful agreement with distributors with respect to prices.

 

12.            Improperly using or authorizing the use of any inventions that are the subject of patent claims of any other person or entity.

 

 

13.            Engaging in any conduct that is not in the best interest of the Company.

 

Each officer, employee, and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review. Violations of this conflict of interest policy may result in discharge without warning.

 

 

 

Exhibit (d)(10)

 

LOGICBIO THERAPEUTICS, INC.

 

CONFIDENTIAL INFORMATION,

INVENTION ASSIGNMENT, RESTRICTED ACTIVITIES, AND ARBITRATION AGREEMENT

 

As a condition of my employment with LogicBio Therapeutics, Inc. (“LogicBio”), its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, and in recognition of the fact that, as an employee of the Company, I will be granted access to the good will, trade secrets and other confidential information of the Company, and in exchange for other good and valuable consideration, including without limitation the stock option that will be granted to me, subject to the approval of the Company’s Board of Directors, under the Company’s 2018 Equity Incentive Plan on or after the date hereof, the sufficiency of which I hereby acknowledge, I agree to the following provisions of this LogicBio Therapeutics, Inc. Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement (this “Agreement”):

 

1.       At-Will Employment

 

I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY WILL BE IN ACCORDANCE WITH THE EXECUTIVE EMPLOYMENT AGREEMENT, DATED AUGUST 6, 2020, BETWEEN LOGICBIO AND ME (AS MAY BE AMENDED, THE “EMPLOYMENT AGREEMENT”), AND IS FOR NO SPECIFIED TERM AND CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS IN WRITING AND SIGNED BY ME AND A DULY AUTHORIZED OFFICER OF LOGICBIO. ACCORDINGLY, I ACKNOWLEDGE THAT MY EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT NOTICE OR CAUSE, AT MY OPTION OR AT THE OPTION OF THE COMPANY.

 

2.       Confidentiality

 

A.       Definition of Confidential Information. I understand that “Company Confidential Information” means any and all information of the Company that is not generally available to the public. Company Confidential Information includes both information disclosed by the Company (or any third party with whom the Company transacts business) to me, and information developed or learned by me during the course of my employment with Company. Company Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of Company, whether or not such information is identified as Company Confidential Information. By example, and without limitation, Company Confidential Information includes any and all non-public information that relates to the actual or anticipated business and/or products, research or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which I called or with which I may become acquainted during the term of my employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of premises, parts, equipment, or other Company property. Notwithstanding the foregoing, Company Confidential Information shall not include any such information which I can establish (i) was publicly known or made generally available prior to the time of disclosure by the Company to me; (ii) becomes publicly known or made generally available after disclosure by the Company to me through no wrongful action or omission by me; or (iii) is in my rightful possession, without confidentiality obligations, at the time of disclosure by the Company as shown by my then-contemporaneous written records. I understand that nothing in this Agreement is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law or in any way affects my communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity.

 

 

B.       Nonuse and Nondisclosure. I agree that during and after my employment with the Company, I will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Company Confidential Information, and I will not (i) use the Company Confidential Information for any purpose whatsoever other than for the benefit of the Company in the course of my employment, or (ii) disclose the Company Confidential Information to any third party without the prior written authorization of the President, CEO, or the Board of Directors of the Company. Prior to disclosure when compelled by applicable law; I shall provide written notice to the President, CEO, and General Counsel of LogicBio sufficient to allow the Company to seek a protective order or take other steps necessary to protect such Confidential Information. I agree that I obtain no title to any Company Confidential Information, and that as between the Company and myself, the Company retains all Confidential Information as the sole property of LogicBio. I understand that my unauthorized use or disclosure of Company Confidential Information during my employment may lead to disciplinary action, up to and including immediate termination and legal action by the Company. I understand that my obligations under this Section 2.B shall continue after termination of my employment. I understand that I cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, I understand that I may be held liable if I unlawfully access trade secrets by unauthorized means.

 

C.       Former Employer Confidential Information. I agree that during my employment with the Company, I will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former employer or other person or entity that I have an obligation to keep in confidence. I further agree that I will not bring onto the Company’s premises or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any such third party unless disclosure to, and use by, the Company has been consented to in writing by such third party.

 

D.       Third Party Information. I recognize that the Company has received and in the future will receive from third parties associated with the Company, e.g., the Company’s customers, suppliers, licensors, licensees, partners, or collaborators (“Associated Third Parties”), their confidential or proprietary information (“Associated Third Party Confidential Information”) subject to a duty on the Company’s part to maintain the confidentiality of such Associated Third Party Confidential Information and to use it only for certain limited purposes. By way of example, Associated Third Party Confidential Information may include the habits or practices of Associated Third Parties, the technology of Associated Third Parties, requirements of Associated Third Parties, and information related to the business conducted between the Company and such Associated Third Parties. I agree at all times during my employment with the Company and thereafter, that I owe the Company and its Associated Third Parties a duty to hold all such Associated Third Party Confidential Information in the strictest confidence, and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such Associated Third Parties. I further agree to comply with any and all Company policies and guidelines that may be adopted from time to time regarding Associated Third Parties and Associated Third Party Confidential Information. I understand that my unauthorized use or disclosure of Associated Third Party Confidential Information or violation of any Company policies during my employment may lead to disciplinary action, up to and including immediate termination and legal action by the Company. I understand that my obligations under this Section 2.B shall continue after termination of my employment.

 

 

3.       Ownership

 

A.       Assignment of Inventions. As between Company and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during the period of time I am in the employ of the Company relating in any way to the business or research or development of LogicBio (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, “Inventions”), are the sole property of LogicBio. I also agree to promptly make full written disclosure to LogicBio of any Inventions, and to deliver and assign and hereby irrevocably assign and agree to assign fully to LogicBio all of my right, title and interest in and to Inventions. I agree that this assignment includes a present conveyance to LogicBio of ownership of Inventions that are not yet in existence. I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any Inventions is within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty or other consideration will be due to me as a result of the Company’s efforts to commercialize or market any such Inventions.

 

B.       Pre-Existing Materials. I have attached hereto as Exhibit A, a list describing all inventions, discoveries, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company, and which relate to the Company’s proposed business, products, or research and development (“Prior Inventions”); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform LogicBio in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing such Prior Invention in the course of my employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without LogicBio’s prior written permission.

 

C.       Moral Rights. Any assignment to LogicBio of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.

 

 

D.       Maintenance of Records. I agree to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by the Company. As between Company and myself, the records are and will be available to and remain the sole property of LogicBio at all times.

 

E.       Further Assurances. I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, and all other instruments that the Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to all Inventions, and testifying in a suit or other proceeding relating to such Inventions. I further agree that my obligations under this Section 3.E shall continue after the termination of this Agreement.

 

F.       Attorney-in-Fact. I agree that, if the Company is unable because of my unavailability, mental or physical incapacity, or for any other reason to secure my signature with respect to any Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to LogicBio in Section 3.A, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and on my behalf to execute and file any papers and oaths, and to do all other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by me. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.

 

4.       Conflicting Obligations

 

A.       Current Obligations. I agree that during the term of my employment with the Company, I will not engage in or undertake any other employment, occupation, consulting relationship, or commitment that is directly related to the business in which the Company is now involved or becomes involved or has plans to become involved, nor will I engage in any other activities that conflict with my obligations to the Company.

 

B.       Prior Relationships. Without limiting Section 4.A, I represent and warrant that I have no other agreements, relationships, or commitments to any other person or entity, and am not subject to any court order, that conflicts with the provisions of this Agreement, my obligations to the Company under this Agreement, or my ability to become employed and perform the services for which I am being hired by the Company. I further agree that if I have signed a confidentiality, non-competition, non-solicitation or no-hire agreement or similar type of agreement with any former employer or other entity, I will comply with the terms of any such agreement. I represent and warrant that after undertaking a careful search (including searches of my computers, cell phones, electronic devices, and documents), I have returned all property and confidential information belonging to all prior employers (and/or other third parties I have performed services for in accordance with the terms of my applicable agreement). Moreover, I agree to fully indemnify the Company, its directors, officers, agents, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns for all verdicts, judgments, settlements, and other losses incurred by any of them resulting from my breach of my obligations under any agreement with a third party to which I am a party or obligation to which I am bound, as well as any reasonable attorneys’ fees and costs if the plaintiff is the prevailing party in such an action, except as prohibited by law.

 

 

5.       Return Of Company Materials

 

Upon separation from employment with the Company, on the Company’s earlier request during my employment, or at any time subsequent to my employment upon demand from the Company, I will promptly deliver to LogicBio, and will not keep in my possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Company Confidential Information, Associated Third Party Confidential Information, all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), all tangible embodiments of the Inventions, all electronically stored information and passwords to access such property, Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, photographs, charts, any other documents and property, and reproductions of any of the foregoing items, including, without limitation, those records maintained pursuant to Section 3.D. I also consent to an exit interview to confirm my compliance with this Section 5.

 

6.       Termination Certification

 

Upon separation from employment with the Company, upon the request of the Company, I agree to promptly sign and deliver to the Company the “Termination Certification” attached hereto as Exhibit B. I also agree to keep LogicBio advised of my home and business address as well as the names of my new employers for a period of three (3) years after termination of my employment with the Company, so that the Company can contact me regarding my continuing obligations provided by this Agreement.

 

7.       Notification Of New Employer

 

In the event that I leave the employ of the Company, I agree to notify my new employer about my obligations under this Agreement and hereby grant consent to notification by the Company to my new employer about my obligations under this Agreement.

 

8.       Restricted Activities

 

A.       Non-Competition as an Employee. While I am employed by the Company (other than in connection with the proper performance of my duties and responsibilities to the Company during the term of my employment), I agree that I will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, own, manage, operate or control, or be employed by, or engage in any business that is engaged in by, any Restricted Business (as defined below), in each case involving any of the services that I provided to LogicBio at any time during my employment with LogicBio.

 

B.       Post Termination Non-Competition Restrictions. During the twelve (12) month period immediately following termination of my employment for any reason except a termination due to layoff or termination by the Company without Cause (as defined below) (the “Post Termination Non-Competition Period”), and subject to Section 8.E (Post Termination Non-Competition Compensation) and Section 8.F (Waiver of Post Termination Non-Competition) below, I agree that I will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, own, manage, operate or control, or be employed by, or engage in any business that is engaged in by, any Restricted Business (as defined below), in each case involving any of the services that I provided to LogicBio during the last two (2) years of my employment (i) in any geographic area in which the Company conducts the Restricted Business or (ii) in any geographic area in which I provided services on behalf of LogicBio or had a material presence or influence (the “Post Termination Non-Competition Restrictions”). For the purposes of this Agreement, the term “Restricted Business” shall mean any person or entity engaged in the research, development, manufacture and/or commercialization of products that utilize gene therapy or genome editing technologies for use in therapeutic indications (i.e., the target disease or patient population) the Company is actively pursuing at any time during my employment or, with respect to Post Termination Non-Competition Period, has pursued within the last year of my employment and which the Board of Directors of the Company has not affirmatively elected to no longer pursue. For the purposes of this Agreement, the term “Cause” shall have the meaning ascribed to such term in the Employment Agreement.

 

 

C.       Non-Solicitation of Customers and Other Business Partners. While I am employed by the Company and during the one-year period immediately following termination of my employment, regardless of the reason therefore (in the aggregate, the “Non-Solicit Period”), I agree that I will not directly or indirectly (a) solicit or encourage any customer, client, vendor, supplier or other business partner of the Company to terminate or diminish its relationship with them; or (b) seek to persuade any such customer, client, vendor, supplier or other business partner, or any prospective customer, client, vendor, supplier or other business partner of the Company, to conduct with anyone else any business or activity which such customer, client, vendor, supplier or other business partner conducts or could conduct, or such prospective customer, client, vendor, supplier or other business partner could conduct, with the Company; provided, however, that these restrictions shall apply (y) only with respect to those persons or entities who are or have been a customer, client, vendor, supplier or other business partner of the Company at any time within the two-year period immediately preceding the activity restricted by this Section 8.C or whose business has been solicited on behalf of the Company by any of their officers, employees or agents within such two-year period, other than by form letter, blanket mailing or published advertisement, and (z) only if I have performed work for such person or entity during my employment with the Company or been introduced to, or otherwise had contact with, such person or entity as a result of my employment or other associations with the Company or have had access to Company Confidential Information or Associated Third Party Confidential Information which would assist in my solicitation of such person or entity.

 

D.       Non-Solicitation of Employees. During the Non-Solicit Period, I agree that I will not, and will not assist any other person or entity to, (a) hire or solicit for hiring any employee of the Company or seek to persuade any employee of the Company to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” or an “independent contractor” of the Company is any person or entity who was such at any time within the two-year period immediately preceding the activity restricted by this Section 8.C.

 

E.       Post Termination Non-Competition Compensation. In the event that the Company does not waive my Post Termination Non-Competition Restrictions in accordance with Section 8.F below, I will be eligible to receive the Non-Competition Compensation, which shall be an amount equal to fifty percent (50%) of my base salary in effect immediately prior to my termination, payable to me by the Company in four, equal installments beginning on a date that is within 30 days of my termination date; provided, however, that the Non-Competition Compensation shall be subject to Offset as set forth in Section 8.G. I acknowledge and agree that the Non-Competition Compensation is mutually-agreed upon consideration for the Post Termination Non-Competition Restrictions and is subject to all applicable federal, state and local withholding, payroll and other taxes. In the event that the I breach Section 8.B of this Agreement, the Non-Competition Compensation paid under this Section 8.E shall immediately terminate, and the Company shall have no further obligations to me with respect thereto; provided, however, that any such termination of Non-Competition Compensation shall have no effect on my non-competition obligation hereunder or the Company’s right to enforce my non-competition obligation. I further acknowledge and agree that, in the event I have breached my contractual obligations or fiduciary duty to the Company, the Post Termination Non-Competition Period shall be extended to twenty-four (24) months following my termination date, and the Company shall not be required to provide any further consideration beyond the Non-Competition Compensation set forth herein.

 

F.       Company’s Right to Waive Post Termination Non-Competition. The Company shall have no obligation to pay me any Post Termination Non-Competition Compensation set forth in Section 8.E if within ten (10) business days after the effective date of the termination of my employment with the Company, the Company provides a waiver of its right to enforce my Post Termination Non-Competition Restrictions in Section 8.B.

 

 

G.       Offset. Any compensation paid to me under Section 8.E shall be reduced by any cash severance I receive from LogicBio, including pursuant to the terms of the Employment Agreement, during the Post Termination Non-Competition Period. Furthermore, in addition to any other remedies that may be available, any compensation paid to me under Section 8.E in excess of the cash severance paid to me pursuant to the Employment Agreement shall be reduced by any cash compensation I receive from another employer or other entity, whether as an employee, consultant or otherwise, should such employment, consultancy or other provision of service be in violation of Section 8.B of this Agreement. I agree promptly to respond to any reasonable inquiries concerning my professional activities. If the Company overpays, I promptly shall return any such overpayments to the Company and/or I hereby authorize the Company to deduct any such overpayments from future amounts. The Company will not seek to recover amounts that were already paid to me under this Agreement prior to the date that I began earning such compensation from a different employer or entity.

 

9.       Conflict Of Interest Guidelines

 

I agree to diligently adhere to all policies of the Company, including the Company’s insider trading policies and the Company’s Conflict of Interest Guidelines. A copy of the Company’s current Conflict of Interest Guidelines is attached as Exhibit C hereto, but I understand that these Conflict of Interest Guidelines may be revised from time to time during my employment.

 

10.       Representations

 

Without limiting my obligations under Section 3.E above, I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent and warrant that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I hereby represent and warrant that I have not entered into, and I will not enter into, any oral or written agreement in conflict herewith.

 

11.       Audit

 

I acknowledge that I have no reasonable expectation of privacy in any computer, technology system, email, handheld device, telephone, voicemail, or documents that are used to conduct the business of the Company. All information, data, and messages created, received, sent, or stored in these systems are, at all times, the property of the Company. As such, the Company has the right to audit and search all such items and systems, without further notice to me, to ensure that the Company is licensed to use the software on the Company’s devices in compliance with the Company’s software licensing policies, to ensure compliance with the Company’s policies, and for any other business-related purposes in the Company’s sole discretion. I understand that I am not permitted to add any unlicensed, unauthorized, or non-compliant applications to the Company’s technology systems, including, without limitation, open source or free software not authorized by the Company, and that I shall refrain from copying unlicensed software onto the Company’s technology systems or using non-licensed software or websites. I understand that it is my responsibility to comply with the Company’s policies governing use of the Company’s documents and the internet, email, telephone, and technology systems to which I will have access in connection with my employment.

 

I am aware that the Company has or may acquire software and systems that are capable of monitoring and recording all network traffic to and from any computer I may use to conduct the business of the Company. The Company reserves the right to access, review, copy, and delete any of the information, data, or messages accessed through these systems with or without notice to me and/or in my absence. This includes, but is not limited to, all e-mail messages sent or received, all website visits, all chat sessions, all news group activity (including groups visited, messages read, and postings by me), and all file transfers into and out of the Company’s internal networks. The Company further reserves the right to retrieve previously deleted messages from e-mail or voicemail and monitor usage of the Internet, including websites visited and any information I have downloaded. In addition, the Company may review Internet and technology systems activity and analyze usage patterns, and may choose to publicize this data to assure that technology systems are devoted to legitimate business purposes.

 

 

12.       Arbitration And Equitable Relief

 

A.       Arbitration. IN CONSIDERATION OF MY EMPLOYMENT WITH THE COMPANY, ITS PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED DISPUTES, AND MY RECEIPT OF THE COMPENSATION, PAY RAISES, AND OTHER BENEFITS PAID TO ME BY THE COMPANY, AT PRESENT AND IN THE FUTURE, I AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER, OR BENEFIT PLAN OF THE COMPANY, IN THEIR CAPACITY AS SUCH OR OTHERWISE), ARISING OUT OF, RELATING TO, OR RESULTING FROM MY EMPLOYMENT WITH THE COMPANY OR THE TERMINATION OF MY EMPLOYMENT WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT OR ANY OTHER AGREEMENT WITH THE COMPANY, SHALL BE SUBJECT TO BINDING ARBITRATION. DISPUTES THAT I AGREE TO ARBITRATE, AND THEREBY AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO, INCLUDE ANY STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE SARBANES-OXLEY ACT, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE IMMIGRATION REFORM AND CONTROL ACT, THE UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT (“USERRA”), 42 U.S.C.§ 1981, THE EQUAL PAY ACT, AND THE FOLLOWING MASSACHUSETTS LAWS: THE WAGE PAYMENT ACT (M.G.L. C. 149, § 148), THE MINIMUM FAIR WAGES ACT, THE FAIR EMPLOYMENT PRACTICES ACT (M.G.L. C. 151B), THE PARENTAL LEAVE ACT (M.G.L. C. 149, § 105D), THE SMALL NECESSITIES LEAVE ACT (M.G.L. C. 149, § 52D), THE EARNED SICK TIME LAW (M.G.L. C. 149, § 148C), THE DOMESTIC VIOLENCE LEAVE ACT (M.G.L. C. 149, § 59E), THE CIVIL RIGHTS ACT (M.G.L. C. 12, § 11H ET SEQ.), THE EQUAL RIGHTS ACT (M.G.L. C. 93, § 102 ET SEQ.), THE EQUAL PAY ACT (M.G.L. C. 149, § 105A ET SEQ.), THE LAW AGAINST SEXUAL HARASSMENT (M.G.L. C. 214, § 1C ET SEQ.), THE LAW AGAINST RETALIATION (M.G.L. C. 19C, § 11. ET SEQ.), AND/OR ANY APPLICABLE OR EQUIVALENT STATE OR LOCAL LAWS, CLAIMS OF HARASSMENT, DISCRIMINATION, AND WRONGFUL TERMINATION, AND ANY STATUTORY OR COMMON LAW CLAIMS. NOTWITHSTANDING THE FOREGOING, I UNDERSTAND THAT NOTHING IN THIS AGREEMENT CONSTITUTES A WAIVER OF MY RIGHTS UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT. I FURTHER UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH ME, EXCEPT AS SET FORTH IN SUBSECTION C BELOW.

 

 

B.       Procedure. I AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (THE “JAMS RULES”). I AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, AND MOTIONS TO DISMISS AND DEMURRERS, PRIOR TO ANY ARBITRATION HEARING. I AGREE THAT THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION ON THE MERITS. I ALSO AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. I AGREE THAT THE DECREE OR AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AS A FINAL AND BINDING JUDGMENT IN ANY COURT HAVING JURISDICTION THEREOF. I AGREE AND UNDERTSAND THAT THE ARBITRATOR SHALL MAINTAIN THE CONFIDENTIALITY OF THE ARBITRATION AND SHALL HAVE THE AUTHORITY TO MAKE APPROPRIATE RULINGS TO SAFEGUARD THAT CONFIDENTIALITY, UNLESS THE PARTIES AGREE OTHERWISE OR THE LAW PROVIDES TO THE CONTRARY. I UNDERSTAND THAT THE COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES CHARGED BY THE ARBITRATOR OR JAMS EXCEPT THAT I SHALL PAY ANY FILING FEES ASSOCIATED WITH ANY ARBITRATION THAT I INITIATE. THE COMPANY AND I AGREE THAT THIS AGREEMENT TO ARBITRATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT. NOTWITHSTANDING THE FOREGOING, THE ARBITRATOR OTHERWISE SHALL APPLY THE SUBSTANTIVE AND PROCEDURAL MASSACHUSETTS LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. I AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN MIDDLESEX COUNTY, MASSACHUSETTS. ANY CLAIM OR DISPUTE MUST BE BROUGHT TO ARBITRATION WITHIN THE TIME PERIOD REQUIRED TO FILE SUCH CLAIM OR DISPUTE IN COURT.

 

C.       Remedies. EXCEPT AS PROVIDED BY THE ACT AND THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE BETWEEN ME AND THE COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE ACT AND THIS AGREEMENT, NEITHER I NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION. NOTWITHSTANDING THIS AGREEMENT TO ARBITRATE, THE COMPANY AND I AGREE THAT (1) EITHER PARTY MAY SEEK PROVISIONAL REMEDIES SUCH AS A TEMPORARY RESTRAINING ORDER OR A PRELIMINARY INJUNCTION FROM A COURT OF COMPETENT JURISDICTION TO PREVENT IRREPARABLE HARM AND/OR IN AID OF ARBITRATION, INCLUDING, FOR EXAMPLE, PROVISIONAL REMEDIES TO ENFORCE THE RESTRICTIVE COVENANTS SET FORTH IN SECTION 8 HEREOF, AND (2) ALL CIVIL ACTIONS RELATING TO MY POST TERMINATION NON-COMPETITION RESTRICTIONS SHALL BE COMMENCED AND MAINTAINED IN SUFFOLK SUPERIOR COURT IN BOSTON.

 

D.       Administrative Relief. I UNDERSTAND THAT THIS AGREEMENT DOES NOT PROHIBIT ME FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE, OR FEDERAL ADMINISTRATIVE BODY OR GOVERNMENT AGENCY THAT IS AUTHORIZED TO ENFORCE OR ADMINISTER LAWS RELATED TO EMPLOYMENT, INCLUDING, BUT NOT LIMITED TO, THE MASSACHUSETTS COMMISSION AGAINST DISCRIMINATION, THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, THE NATIONAL LABOR RELATIONS BOARD, OR THE WORKERS’ COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE ME FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM, EXCEPT AS PERMITTED BY LAW.

 

 

E.       No Class Actions or Arbitrations. I AGREE THAT THE ARBITRATOR MAY ONLY HEAR INDIVIDUAL CLAIMS AND WILL NOT HAVE THE AUTHORITY: (I) TO CONSOLIDATE THE CLAIMS OF OTHER EMPLOYEES; (II) TO FASHION A PROCEEDING AS A CLASS OR COLLECTIVE ACTION; AND/OR (III) TO AWARD RELIEF TO A GROUP OR CLASS OF EMPLOYEES IN ONE ARBITRATION PROCEEDING. IN OTHER WORDS, I UNDERSTAND THAT I MUST PURSUE ALL CLAIMS SUBJECT TO ARBITRATION AS AN INDIVIDUAL AND MAY NOT PURSUE SUCH CLAIMS AS PART OF A CLASS. I REPRESENT, AGREE, AND ACKNOWLEDGE THAT I WILL BE ABLE TO EFFECTIVELY PURSUE MY RIGHTS AND ANY AND ALL CLAIMS AGAINST THE COMPANY IN AN INDIVIDUAL ARBITRATION ACCORDING THE TERMS OF THIS AGREEMENT.

 

F.       Voluntary Nature of Agreement. I ACKNOWLEDGE AND AGREE THAT I AM EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. I FURTHER ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND THAT I HAVE ASKED ANY QUESTIONS NEEDED FOR ME TO UNDERSTAND THE TERMS, CONSEQUENCES, AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT TO A JURY TRIAL AND MY RIGHT TO PURSUE CLASS OR COLLECTIVE ACTION AGAINST THE COMPANY IN CONNECTION WITH OF ANY AND ALL PRESENT OR FUTURE CLAIMS SUBJECT TO ARBITRATION UNDER THIS AGREEMENT TO ARBITRATE.. FINALLY, I AGREE THAT I HAVE BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS AGREEMENT.

 

13.       Miscellaneous

 

A.       Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to Massachusetts’s conflicts of law rules that may result in the application of the laws of any jurisdiction other than Massachusetts, provided, however, that the parties agree that the agreement to arbitrate in Section 12 will be governed by the Federal Arbitration Act. To the extent that any lawsuit is permitted under this Agreement, I hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Massachusetts for any lawsuit filed against me by the Company, and provided further that, any civil action relating to my Post Termination Non-Competition Restrictions in Section 8.B shall be brought exclusively in Suffolk County Superior Court in Boston or the federal courts sitting in Boston, and each party consents to the jurisdiction thereof.

 

B.       Assignability. This Agreement will be binding upon my heirs, executors, assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement, except as may be expressly otherwise stated. Notwithstanding anything to the contrary herein, LogicBio may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of LogicBio’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise.

 

 

C.       Enforcement. In signing this Agreement, I give the Company assurance that I have carefully read and considered all of the restraints imposed on me hereunder, that I have not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and that I have signed this Agreement knowingly and voluntarily. I agree without reservation that these restraints are necessary for the reasonable and proper protection of the Company, and are reasonable in respect to subject matter, length of time and geographic area. I further agree that, were I to breach any of the covenants contained herein, the damage to the Company would be irreparable. I therefore agree that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief from a court of competent jurisdiction against any breach or threatened breach by me of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder. So that the Company may enjoy the full benefit of the covenants contained in Sections 8.C and 8.D above, I further agree that the Non-Solicit Period shall be tolled, and shall not run, during the period of any breach by me of such covenants. I also agree that if I violate any fiduciary duty to the Company or unlawfully take any Company Confidential Information or other property belonging to the Company, the Post-Termination Non-Competition Period in Section 8.B will extend by the time during which I engage in such violation(s), for up to a total of two (2) years following the termination of my employment. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Finally, no claimed breach of this Agreement or other violation of law attributed to the Company, or change in the nature or scope of my employment or other relationship with the Company, shall operate to excuse me from the performance of my obligations under this Agreement.

 

D.       Entire Agreement. This Agreement, together with the Exhibits herein and the Employment Agreement, sets forth the entire agreement and understanding between the Company and me with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between us, including, but not limited to, any representations made during my interview(s) or relocation negotiations. I represent and warrant that I am not relying on any statement or representation not contained in this Agreement. Any subsequent change or changes in my duties, salary, or compensation will not affect the validity or scope of this Agreement. Any conflicts between the terms of this Agreement and the Employment Agreement shall be governed by the terms of the Employment Agreement.

 

E.       Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.

 

F.       Severability. If a court or other body of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.

 

G.       Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the President or CEO of LogicBio and me. Waiver by LogicBio of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.

 

H.       Survivorship. My rights and obligations hereunder will survive termination of my employment with the Company.

 

 

I ACKNOWLEDGE AND AGREE THAT I RECEIVED A COPY OF THIS AGREEMENT ON OR BEFORE THE EARLIER OF (I) THE DATE OF RECEIPT BY ME OF A FORMAL OFFER OF EMPLOYMENT FROM THE COMPANY OR (II) THE DATE THAT IS TEN (10) BUSINESS DAYS BEFORE THE COMMENCEMENT OF MY EMPLOYMENT WITH THE COMPANY. TO THE EXTENT THAT ANY SUCH TEN (10) BUSINESS DAY WAITING PERIOD IS NOT DEEMED TO HAVE BEEN MET, I HEREBY KNOWINGLY AND EXPRESSLY WAIVE SUCH WAITING PERIOD. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. I UNDERSTAND THAT I HAVE THE RIGHT TO CONSULT WITH LEGAL COUNSEL PRIOR TO EXECUTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.

 

LOGICBIO THERAPEUTICS, INC.			EMPLOYEE
By:	/s/ Frederic Chereau		/s/ Mariana Nacht
Title:  Frederic Chereau, CEO			Name (Printed): Mariana Nacht
			Address:

	30 Leicester Rd.
	Belmont, MA 02478

 

 

EXHIBIT A

 

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

 

				Identifying Number or Brief
Title		Date		Description
None

 

 

x No inventions or improvements

 

¨ Additional Sheets Attached

 

Date:			/s/ Mariana Nacht
			Signature
			Mariana Nacht
			Name of Employee (typed or printed)

 

 

EXHIBIT B

 

LOGICBIO THERAPEUTICS, INC. TERMINATION CERTIFICATION

 

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property, or reproductions of any and all aforementioned items belonging to LogicBio Therapeutics, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”).

 

I further certify that I have complied with all the terms of the Company’s Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or made by me (solely or jointly with others), as covered by that agreement.

 

I further agree that, in compliance with the Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement, I will preserve as confidential all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees.

 

I agree that nothing in this Exhibit B shall affect my continuing obligations under the Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement, including, without limitation, my obligations under Article 2 (Confidentiality) and Article 8 (Restricted Activities) thereof.

 

After leaving the Company’s employment, I will be employed by_______________________________________________________________ in the position of _______________________________________________________________.

 

Date:
			Signature
			Name of Employee (typed or printed)

 

Address for Notifications:

 

 

EXHIBIT C

 

LOGICBIO THERAPEUTICS, INC. CONFLICT OF INTEREST GUIDELINES

 

It is the policy of LogicBio Therapeutics, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided:

 

1.              Revealing confidential information to outsiders or misusing confidential information. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended. (The Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement elaborates on this principle and is a binding agreement.)

 

2.              Accepting or offering substantial gifts, excessive entertainment, favors, or payments that may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company.

 

3.              Participating in civic or professional organizations that might involve divulging confidential information of the Company.

 

4.               Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement.

 

5.              Initiating or approving any form of personal or social harassment of employees.

 

6.              Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of the Company.

 

7.               Borrowing from or lending to employees, customers, or suppliers.

 

8.              Acquiring real estate of interest to the Company.

 

9.              Improperly using or disclosing to the Company any proprietary information or trade secrets of any former or concurrent employer or other person or entity with whom obligations of confidentiality exist.

 

10.              Unlawfully discussing prices, costs, customers, sales, or markets with competing companies or their employees.

 

11.              Making any unlawful agreement with distributors with respect to prices.

 

12.              Improperly using or authorizing the use of any inventions that are the subject of patent claims of any other person or entity.

 

13.              Engaging in any conduct that is not in the best interest of the Company.

 

Each officer, employee, and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review. Violations of this conflict of interest policy may result in discharge without warning.

 

 

Exhibit (d)(11)

 

LOGICBIO THERAPEUTICS, INC.

 

CONFIDENTIAL INFORMATION,

INVENTION ASSIGNMENT, RESTRICTED ACTIVITIES,

AND ARBITRATION AGREEMENT

 

As a condition of my employment with LogicBio Therapeutics, Inc. (“LogicBio”), its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, and in recognition of the fact that, as an employee of the Company, I will be granted access to the good will, trade secrets and other confidential information of the Company, and in exchange for other good and valuable consideration, including without limitation the stock option that will be granted to me, subject to the approval of the Company’s Board of Directors, under the Company’s 2018 Equity Incentive Plan on or after the date hereof, the sufficiency of which I hereby acknowledge, I agree to the following provisions of this LogicBio Therapeutics, Inc. Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement (this “Agreement”):

 

1.

AT-WILL EMPLOYMENT

 

I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR NO SPECIFIED TERM AND CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS IN WRITING AND SIGNED BY ME AND A DULY AUTHORIZED OFFICER OF LOGICBIO. ACCORDINGLY, I ACKNOWLEDGE THAT MY EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT NOTICE OR CAUSE, AT MY OPTION OR AT THE OPTION OF THE COMPANY.

 

2.

CONFIDENTIALITY

 

A.          Definition of Confidential Information. I understand that “Company Confidential Information” means any and all information of the Company that is not generally available to the public. Company Confidential Information includes both information disclosed by the Company (or any third party with whom the Company transacts business) to me, and information developed or learned by me during the course of my employment with Company. Company Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of Company, whether or not such information is identified as Company Confidential Information. By example, and without limitation, Company Confidential Information includes any and all non-public information that relates to the actual or anticipated business and/or products, research or development of the Company, or to the Company’s technical data, trade secrets, or know- how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which I called or with which I may become acquainted during the term of my employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of premises, parts, equipment, or other Company property. Notwithstanding the foregoing, Company Confidential Information shall not include any such information which I can establish (i) was publicly known or made generally available prior to the time of disclosure by the Company to me; (ii) becomes publicly known or made generally available after disclosure by the Company to me through no wrongful action or omission by me; or (iii) is in my rightful possession, without confidentiality obligations, at the time of disclosure by the Company as shown by my then-contemporaneous written records. I understand that nothing in this Agreement is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law or in any way affects my communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity.

 

 

B.          Nonuse and Nondisclosure. I agree that during and after my employment with the Company, I will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Company Confidential Information, and I will not (i) use the Company Confidential Information for any purpose whatsoever other than for the benefit of the Company in the course of my employment, or (ii) disclose the Company Confidential Information to any third party without the prior written authorization of the President, CEO, or the Board of Directors of the Company. Prior to disclosure when compelled by applicable law; I shall provide written notice to the President, CEO, and General Counsel of LogicBio sufficient to allow the Company to seek a protective order or take other steps necessary to protect such Confidential Information. I agree that I obtain no title to any Company Confidential Information, and that as between the Company and myself, the Company retains all Confidential Information as the sole property of LogicBio. I understand that my unauthorized use or disclosure of Company Confidential Information during my employment may lead to disciplinary action, up to and including immediate termination and legal action by the Company. I understand that my obligations under this Section 2.B shall continue after termination of my employment. I understand that I cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, I understand that I may be held liable if I unlawfully access trade secrets by unauthorized means.

 

C.          Former Employer Confidential Information. I agree that during my employment with the Company, I will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former employer or other person or entity that I have an obligation to keep in confidence. I further agree that I will not bring onto the Company’s premises or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any such third party unless disclosure to, and use by, the Company has been consented to in writing by such third party.

 

 

D.          Third Party Information. I recognize that the Company has received and in the future will receive from third parties associated with the Company, e.g., the Company’s customers, suppliers, licensors, licensees, partners, or collaborators (“Associated Third Parties”), their confidential or proprietary information (“Associated Third Party Confidential Information”) subject to a duty on the Company’s part to maintain the confidentiality of such Associated Third Party Confidential Information and to use it only for certain limited purposes. By way of example, Associated Third Party Confidential Information may include the habits or practices of Associated Third Parties, the technology of Associated Third Parties, requirements of Associated Third Parties, and information related to the business conducted between the Company and such Associated Third Parties. I agree at all times during my employment with the Company and thereafter, that I owe the Company and its Associated Third Parties a duty to hold all such Associated Third Party Confidential Information in the strictest confidence, and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such Associated Third Parties. I further agree to comply with any and all Company policies and guidelines that may be adopted from time to time regarding Associated Third Parties and Associated Third Party Confidential Information. I understand that my unauthorized use or disclosure of Associated Third Party Confidential Information or violation of any Company policies during my employment may lead to disciplinary action, up to and including immediate termination and legal action by the Company. I understand that my obligations under this Section 2.B shall continue after termination of my employment.

 

3.

OWNERSHIP

 

A.          Assignment of Inventions. As between Company and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by me, solely or in collaboration with others, during the period of time I am in the employ of the Company relating in any way to the business or research or development of LogicBio (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, “Inventions”), are the sole property of LogicBio. I also agree to promptly make full written disclosure to LogicBio of any Inventions, and to deliver and assign and hereby irrevocably assign and agree to assign fully to LogicBio all of my right, title and interest in and to Inventions. I agree that this assignment includes a present conveyance to LogicBio of ownership of Inventions that are not yet in existence. I further acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and that are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any Inventions is within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty or other consideration will be due to me as a result of the Company’s efforts to commercialize or market any such Inventions.

 

 

B.          Pre-Existing Materials. I have attached hereto as Exhibit A, a list describing all inventions, discoveries, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company, and which relate to the Company’s proposed business, products, or research and development (“Prior Inventions”); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform LogicBio in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing such Prior Invention in the course of my employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without LogicBio’s prior written permission.

 

C.          Moral Rights. Any assignment to LogicBio of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.

 

D.          Maintenance of Records. I agree to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that may be specified by the Company. As between Company and myself, the records are and will be available to and remain the sole property of LogicBio at all times.

 

E.          Further Assurances. I agree to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, and all other instruments that the Company shall deem proper or necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to all Inventions, and testifying in a suit or other proceeding relating to such Inventions. I further agree that my obligations under this Section 3.E shall continue after the termination of this Agreement.

 

F.          Attorney-in-Fact. I agree that, if the Company is unable because of my unavailability, mental or physical incapacity, or for any other reason to secure my signature with respect to any Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to LogicBio in Section 3.A, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and on my behalf to execute and file any papers and oaths, and to do all other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by me. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.

 

 

4.

CONFLICTING OBLIGATIONS

 

A.          Current Obligations. I agree that during the term of my employment with the Company, I will not engage in or undertake any other employment, occupation, consulting relationship, or commitment that is directly related to the business in which the Company is now involved or becomes involved or has plans to become involved, nor will I engage in any other activities that conflict with my obligations to the Company.

 

B.          Prior Relationships. Without limiting Section 4.A, I represent and warrant that I have no other agreements, relationships, or commitments to any other person or entity, and am not subject to any court order, that conflicts with the provisions of this Agreement, my obligations to the Company under this Agreement, or my ability to become employed and perform the services for which I am being hired by the Company. I further agree that if I have signed a confidentiality, non-competition, non-solicitation or no-hire agreement or similar type of agreement with any former employer or other entity, I will comply with the terms of any such agreement. I represent and warrant that after undertaking a careful search (including searches of my computers, cell phones, electronic devices, and documents), I have returned all property and confidential information belonging to all prior employers (and/or other third parties I have performed services for in accordance with the terms of my applicable agreement). Moreover, I agree to fully indemnify the Company, its directors, officers, agents, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns for all verdicts, judgments, settlements, and other losses incurred by any of them resulting from my breach of my obligations under any agreement with a third party to which I am a party or obligation to which I am bound, as well as any reasonable attorneys’ fees and costs if the plaintiff is the prevailing party in such an action, except as prohibited by law.

 

5.

RETURN OF COMPANY MATERIALS

 

Upon separation from employment with the Company, on the Company’s earlier request during my employment, or at any time subsequent to my employment upon demand from the Company, I will promptly deliver to LogicBio, and will not keep in my possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Company Confidential Information, Associated Third Party Confidential Information, all devices and equipment belonging to the Company (including computers, handheld electronic devices, telephone equipment, and other electronic devices), all tangible embodiments of the Inventions, all electronically stored information and passwords to access such property, Company credit cards, records, data, notes, notebooks, reports, files, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, photographs, charts, any other documents and property, and reproductions of any of the foregoing items, including, without limitation, those records maintained pursuant to Section 3.D. I also consent to an exit interview to confirm my compliance with this Section 5.

 

 

6.

TERMINATION CERTIFICATION

 

Upon separation from employment with the Company, upon the request of the Company, I agree to promptly sign and deliver to the Company the “Termination Certification” attached hereto as Exhibit B. I also agree to keep LogicBio advised of my home and business address as well as the names of my new employers for a period of three (3) years after termination of my employment with the Company, so that the Company can contact me regarding my continuing obligations provided by this Agreement.

 

7.

NOTIFICATION OF NEW EMPLOYER

 

In the event that I leave the employ of the Company, I agree to notify my new employer about my obligations under this Agreement and hereby grant consent to notification by the Company to my new employer about my obligations under this Agreement.

 

8.

RESTRICTED ACTIVITIES

 

A.          Non-Competition as an Employee. While I am employed by the Company (other than in connection with the proper performance of my duties and responsibilities to the Company during the term of my employment), I agree that I will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, own, manage, operate or control, or be employed by, or engage in any business that is engaged in by, any Restricted Business (as defined below), in each case involving any of the services that I provided to LogicBio at any time during my employment with LogicBio.

 

B.          Post Termination Non-Competition Restrictions. During the six-month period immediately following termination of my employment for any reason except a termination due to layoff or termination by the Company without Cause (as defined below) (the “Post Termination Non-Competition Period”), and subject to Section 8.E (Post Termination Non-Competition Compensation) and Section 8.F (Waiver of Post Termination Non-Competition) below, I agree that I will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, own, manage, operate or control, or be employed by, or engage in any business that is engaged in by, any Restricted Business (as defined below), in each case involving any of the services that I provided to LogicBio during the last two (2) years of my employment (i) in any geographic area in which the Company conducts the Restricted Business or (ii) in any geographic area in which I provided services on behalf of LogicBio or had a material presence or influence (the “Post Termination Non-Competition Restrictions”). For the purposes of this Agreement, the term “Restricted Business” shall mean any person or entity engaged in the research, development, manufacture and/or commercialization of products that utilize gene therapy or genome editing technologies for use in therapeutic indications (i.e., the target disease or patient population) the Company is actively pursuing at any time during my employment or, with respect to Post Termination Non-Competition Period, has pursued within the last year of my employment and which the Board of Directors of the Company has not affirmatively elected to no longer pursue. For the purposes of this Agreement, the term “Cause” has the meaning as set forth in that certain Offer Letter by and between Alexion Astrazeneca Rare Disease and me dated on or about the date of this Agreement (referencing such term as defined in the Alexion Severance Plan).

 

 

C.          Non-Solicitation of Customers and Other Business Partners. While I am employed by the Company and during the one-year period immediately following termination of my employment, regardless of the reason therefore (in the aggregate, the “Non-Solicit Period”), I agree that I will not directly or indirectly (a) solicit or encourage any customer, client, vendor, supplier or other business partner of the Company to terminate or diminish its relationship with them; or (b) seek to persuade any such customer, client, vendor, supplier or other business partner, or any prospective customer, client, vendor, supplier or other business partner of the Company, to conduct with anyone else any business or activity which such customer, client, vendor, supplier or other business partner conducts or could conduct, or such prospective customer, client, vendor, supplier or other business partner could conduct, with the Company; provided, however, that these restrictions shall apply (y) only with respect to those persons or entities who are or have been a customer, client, vendor, supplier or other business partner of the Company at any time within the two-year period immediately preceding the activity restricted by this Section 8.C or whose business has been solicited on behalf of the Company by any of their officers, employees or agents within such two-year period, other than by form letter, blanket mailing or published advertisement, and (z) only if I have performed work for such person or entity during my employment with the Company or been introduced to, or otherwise had contact with, such person or entity as a result of my employment or other associations with the Company or have had access to Company Confidential Information or Associated Third Party Confidential Information which would assist in my solicitation of such person or entity.

 

D.          Non-Solicitation of Employees. During the Non-Solicit Period, I agree that I will not, and will not assist any other person or entity to (a) hire or solicit for hiring any employee of the Company or seek to persuade any employee of the Company to discontinue employment or (b) solicit or encourage any independent contractor providing services to the Company to terminate or diminish its relationship with them. For the purposes of this Agreement, an “employee” or an “independent contractor” of the Company is any person or entity who was such at any time within the two-year period immediately preceding the activity restricted by this Section 8.D.

 

E.          Post Termination Non-Competition Compensation. In the event that the Company does not waive my Post Termination Non-Competition Restrictions in accordance with Section 8.F below, I will be eligible to receive the Non-Competition Compensation during the Post Termination Non-Competition Period, which shall be an amount equal to fifty percent (50%) of my monthly base salary in effect immediately prior to my termination, payable to me by the Company in equal monthly installments beginning no later than the date that is within 30 days of my termination date; provided, however, that the Non-Competition Compensation shall be subject to Offset as set forth in Section 8.G. I acknowledge and agree that the Non-Competition Compensation is mutually-agreed upon consideration for the Post Termination Non-Competition Restrictions and is subject to all applicable federal, state and local withholding, payroll and other taxes. In the event that the I breach Section 8.B of this Agreement, the Non-Competition Compensation paid under this Section 8.E shall immediately terminate, and the Company shall have no further obligations to me with respect thereto; provided, however, that any such termination of Non- Competition Compensation shall have no effect on my non-competition obligation hereunder or the Company’s right to enforce my non-competition obligation. I further acknowledge and agree that, in the event I have breached my contractual obligations, fiduciary duty to the Company or if I have unlawfully taken, physically or electronically, property belonging to the Company, the Post Termination Non-Competition Period shall be extended to twenty-four (24) months following my termination date, and the Company shall not be required to provide any further consideration beyond the Non-Competition Compensation set forth herein.

 

 

F.          Company’s Right to Waive Post Termination Non-Competition. The Company shall have no obligation to pay me any Post Termination Non-Competition Compensation set forth in Section 8.E if within ten (10) business days after the effective date of the termination of my employment with the Company, the Company provides a waiver of its right to enforce my Post Termination Non-Competition Restrictions in Section 8.B.

 

G.          Offset. Any compensation paid to me under Section 8.E shall be reduced by any cash severance I receive from LogicBio, including pursuant to the terms of any separation agreement, during the Post Termination Non-Competition Period. Furthermore, in addition to any other remedies that may be available, any compensation paid to me under Section 8.E in excess of the cash severance (if any) paid to me pursuant to a separation agreement shall be reduced by any cash compensation I receive from another employer or other entity, whether as an employee, consultant or otherwise, should such employment, consultancy or other provision of service be in violation of Section 8.B of this Agreement. I agree promptly to respond to any reasonable inquiries concerning my professional activities. If the Company overpays, I promptly shall return any such overpayments to the Company and/or I hereby authorize the Company to deduct any such overpayments from future amounts. The Company will not seek to recover amounts that were already paid to me under this Agreement prior to the date that I began earning such compensation from a different employer or entity.

 

9.

CONFLICT OF INTEREST GUIDELINES

 

I agree to diligently adhere to all policies of the Company, including the Company’s insider trading policies and the Company’s Conflict of Interest Guidelines. A copy of the Company’s current Conflict of Interest Guidelines is attached as Exhibit C hereto, but I understand that these Conflict of Interest Guidelines may be revised from time to time during my employment.

 

10.

REPRESENTATIONS

 

Without limiting my obligations under Section 3.E above, I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent and warrant that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I hereby represent and warrant that I have not entered into, and I will not enter into, any oral or written agreement in conflict herewith.

 

11.

AUDIT

 

I acknowledge that I have no reasonable expectation of privacy in any computer, technology system, email, handheld device, telephone, voicemail, or documents that are used to conduct the business of the Company. All information, data, and messages created, received, sent, or stored in these systems are, at all times, the property of the Company. As such, the Company has the right to audit and search all such items and systems, without further notice to me, to ensure that the Company is licensed to use the software on the Company’s devices in compliance with the Company’s software licensing policies, to ensure compliance with the Company’s policies, and for any other business-related purposes in the Company’s sole discretion. I understand that I am not permitted to add any unlicensed, unauthorized, or non-compliant applications to the Company’s technology systems, including, without limitation, open source or free software not authorized by the Company, and that I shall refrain from copying unlicensed software onto the Company’s technology systems or using non- licensed software or websites. I understand that it is my responsibility to comply with the Company’s policies governing use of the Company’s documents and the internet, email, telephone, and technology systems to which I will have access in connection with my employment.

 

 

I am aware that the Company has or may acquire software and systems that are capable of monitoring and recording all network traffic to and from any computer I may use to conduct the business of the Company. The Company reserves the right to access, review, copy, and delete any of the information, data, or messages accessed through these systems with or without notice to me and/or in my absence. This includes, but is not limited to, all e-mail messages sent or received, all website visits, all chat sessions, all news group activity (including groups visited, messages read, and postings by me), and all file transfers into and out of the Company’s internal networks. The Company further reserves the right to retrieve previously deleted messages from e-mail or voicemail and monitor usage of the Internet, including websites visited and any information I have downloaded. In addition, the Company may review Internet and technology systems activity and analyze usage patterns, and may choose to publicize this data to assure that technology systems are devoted to legitimate business purposes.

 

12.

ARBITRATION AND EQUITABLE RELIEF

 

A.          Arbitration. IN CONSIDERATION OF MY EMPLOYMENT WITH THE COMPANY, ITS PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED DISPUTES, AND MY RECEIPT OF THE COMPENSATION, PAY RAISES, AND OTHER BENEFITS PAID TO ME BY THE COMPANY, AT PRESENT AND IN THE FUTURE, I AGREE THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER, OR BENEFIT PLAN OF THE COMPANY, IN THEIR CAPACITY AS SUCH OR OTHERWISE), ARISING OUT OF, RELATING TO, OR RESULTING FROM MY EMPLOYMENT WITH THE COMPANY OR THE TERMINATION OF MY EMPLOYMENT WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT OR ANY OTHER AGREEMENT WITH THE COMPANY, SHALL BE SUBJECT TO BINDING ARBITRATION. DISPUTES THAT I AGREE TO ARBITRATE, AND THEREBY AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO, INCLUDE ANY STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE SARBANES-OXLEY ACT, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE IMMIGRATION REFORM AND CONTROL ACT, THE UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT (“USERRA”), 42 U.S.C.§ 1981, THE EQUAL PAY ACT, AND THE FOLLOWING MASSACHUSETTS LAWS: THE WAGE PAYMENT ACT (M.G.L. C. 149, § 148), THE MINIMUM FAIR WAGES ACT, THE FAIR EMPLOYMENT PRACTICES ACT (M.G.L. C. 151B), THE PARENTAL LEAVE ACT (M.G.L. C. 149, § 105D), THE SMALL NECESSITIES LEAVE ACT (M.G.L. C. 149, § 52D), THE EARNED SICK TIME LAW (M.G.L. C. 149, § 148C), THE DOMESTIC VIOLENCE LEAVE ACT (M.G.L. C. 149, § 59E), THE CIVIL RIGHTS ACT (M.G.L. C. 12, § 11H ET SEQ.), THE EQUAL RIGHTS ACT (M.G.L. C. 93, § 102 ET SEQ.), THE EQUAL PAY ACT (M.G.L. C. 149, § 105A ET SEQ.), THE LAW AGAINST SEXUAL HARASSMENT (M.G.L. C. 214, § 1C ET SEQ.), THE LAW AGAINST RETALIATION (M.G.L. C. 19C, § 11. ET SEQ.), AND/OR ANY APPLICABLE OR EQUIVALENT STATE OR LOCAL LAWS, CLAIMS OF HARASSMENT, DISCRIMINATION, AND WRONGFUL TERMINATION, AND ANY STATUTORY OR COMMON LAW CLAIMS. NOTWITHSTANDING THE FOREGOING, I UNDERSTAND THAT NOTHING IN THIS AGREEMENT CONSTITUTES A WAIVER OF MY RIGHTS UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT. I FURTHER UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH ME, EXCEPT AS SET FORTH IN SUBSECTION C BELOW.

 

 

B.          Procedure. I AGREE THAT ANY ARBITRATION WILL BE ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (THE “JAMS RULES”). I AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION, AND MOTIONS TO DISMISS AND DEMURRERS, PRIOR TO ANY ARBITRATION HEARING. I AGREE THAT THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION ON THE MERITS. I ALSO AGREE THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. I AGREE THAT THE DECREE OR AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AS A FINAL AND BINDING JUDGMENT IN ANY COURT HAVING JURISDICTION THEREOF. I AGREE AND UNDERSTAND THAT THE ARBITRATOR SHALL MAINTAIN THE CONFIDENTIALITY OF THE ARBITRATION AND SHALL HAVE THE AUTHORITY TO MAKE APPROPRIATE RULINGS TO SAFEGUARD THAT CONFIDENTIALITY, UNLESS THE PARTIES AGREE OTHERWISE OR THE LAW PROVIDES TO THE CONTRARY. I UNDERSTAND THAT THE COMPANY WILL PAY FOR ANY ADMINISTRATIVE OR HEARING FEES CHARGED BY THE ARBITRATOR OR JAMS EXCEPT THAT I SHALL PAY ANY FILING FEES ASSOCIATED WITH ANY ARBITRATION THAT I INITIATE. THE COMPANY AND I AGREE THAT THIS AGREEMENT TO ARBITRATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT. NOTWITHSTANDING THE FOREGOING, THE ARBITRATOR OTHERWISE SHALL APPLY THE SUBSTANTIVE AND PROCEDURAL MASSACHUSETTS LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. I AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN MIDDLESEX COUNTY, MASSACHUSETTS. ANY CLAIM OR DISPUTE MUST BE BROUGHT TO ARBITRATION WITHIN THE TIME PERIOD REQUIRED TO FILE SUCH CLAIM OR DISPUTE IN COURT.

 

 

C.          Remedies. EXCEPT AS PROVIDED BY THE ACT AND THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE BETWEEN ME AND THE COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE ACT AND THIS AGREEMENT, NEITHER I NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION.

 

NOTWITHSTANDING THIS AGREEMENT TO ARBITRATE, THE COMPANY AND I AGREE THAT (1) EITHER PARTY MAY SEEK PROVISIONAL REMEDIES SUCH AS A TEMPORARY RESTRAINING ORDER OR A PRELIMINARY INJUNCTION FROM A COURT OF COMPETENT JURISDICTION TO PREVENT IRREPARABLE HARM AND/OR IN AID OF ARBITRATION, INCLUDING, FOR EXAMPLE, PROVISIONAL REMEDIES TO ENFORCE THE RESTRICTIVE COVENANTS SET FORTH IN SECTION 8 HEREOF, AND (2) ALL CIVIL ACTIONS RELATING TO MY POST TERMINATION NON- COMPETITION RESTRICTIONS SHALL BE COMMENCED AND MAINTAINED IN SUFFOLK SUPERIOR COURT IN BOSTON.

 

D.          Administrative Relief. I UNDERSTAND THAT THIS AGREEMENT DOES NOT PROHIBIT ME FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE, OR FEDERAL ADMINISTRATIVE BODY OR GOVERNMENT AGENCY THAT IS AUTHORIZED TO ENFORCE OR ADMINISTER LAWS RELATED TO EMPLOYMENT, INCLUDING, BUT NOT LIMITED TO, THE MASSACHUSETTS COMMISSION AGAINST DISCRIMINATION, THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, THE NATIONAL LABOR RELATIONS BOARD, OR THE WORKERS’ COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE ME FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM, EXCEPT AS PERMITTED BY LAW.

 

E.          No Class Actions or Arbitrations. I AGREE THAT THE ARBITRATOR MAY ONLY HEAR INDIVIDUAL CLAIMS AND WILL NOT HAVE THE AUTHORITY: (I) TO CONSOLIDATE THE CLAIMS OF OTHER EMPLOYEES; (II) TO FASHION A PROCEEDING AS A CLASS OR COLLECTIVE ACTION; AND/OR (III) TO AWARD RELIEF TO A GROUP OR CLASS OF EMPLOYEES IN ONE ARBITRATION PROCEEDING. IN OTHER WORDS, I UNDERSTAND THAT I MUST PURSUE ALL CLAIMS SUBJECT TO ARBITRATION AS AN INDIVIDUAL AND MAY NOT PURSUE SUCH CLAIMS AS PART OF A CLASS. I REPRESENT, AGREE, AND ACKNOWLEDGE THAT I WILL BE ABLE TO EFFECTIVELY PURSUE MY RIGHTS AND ANY AND ALL CLAIMS AGAINST THE COMPANY IN AN INDIVIDUAL ARBITRATION ACCORDING THE TERMS OF THIS AGREEMENT.

 

F.          Voluntary Nature of Agreement. I ACKNOWLEDGE AND AGREE THAT I AM EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. I FURTHER ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND THAT I HAVE ASKED ANY QUESTIONS NEEDED FOR ME TO UNDERSTAND THE TERMS, CONSEQUENCES, AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT I AM WAIVING MY RIGHT TO A JURY TRIAL AND MY RIGHT TO PURSUE CLASS OR COLLECTIVE ACTION AGAINST THE COMPANY IN CONNECTION WITH OF ANY AND ALL PRESENT OR FUTURE CLAIMS SUBJECT TO ARBITRATION UNDER THIS AGREEMENT TO ARBITRATE. FINALLY, I AGREE THAT I HAVE BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF MY CHOICE BEFORE SIGNING THIS AGREEMENT.

 

 

13.

MISCELLANEOUS

 

A.          Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the Commonwealth of Massachusetts without regard to Massachusetts’s conflicts of law rules that may result in the application of the laws of any jurisdiction other than Massachusetts, provided, however, that the parties agree that the agreement to arbitrate in Section 12 will be governed by the Federal Arbitration Act. To the extent that any lawsuit is permitted under this Agreement, I hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Massachusetts for any lawsuit filed against me by the Company, and provided further that, any civil action relating to my Post Termination Non-Competition Restrictions in Section 8.B shall be brought exclusively in Suffolk County Superior Court in Boston or the federal courts sitting in Boston, and each party consents to the jurisdiction thereof.

 

B.          Assignability. This Agreement will be binding upon my heirs, executors, assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement, except as may be expressly otherwise stated. Notwithstanding anything to the contrary herein, LogicBio may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of LogicBio’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise.

 

C.          Enforcement. In signing this Agreement, I give the Company assurance that I have carefully read and considered all of the restraints imposed on me hereunder, that I have not relied on any agreements or representations, express or implied, that are not set forth expressly in this Agreement, and that I have signed this Agreement knowingly and voluntarily. I agree without reservation that these restraints are necessary for the reasonable and proper protection of the Company, and are reasonable in respect to subject matter, length of time and geographic area. I further agree that, were I to breach any of the covenants contained herein, the damage to the Company would be irreparable. I therefore agree that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief from a court of competent jurisdiction against any breach or threatened breach by me of any such covenants, without having to post bond, together with an award of its reasonable attorneys’ fees incurred in enforcing its rights hereunder. So that the Company may enjoy the full benefit of the covenants contained in Sections 8.C and 8.D above, I further agree that the Non-Solicit Period shall be tolled, and shall not run, during the period of any breach by me of such covenants. I also agree that if I violate any fiduciary duty to the Company or unlawfully take any Company Confidential Information or other property belonging to the Company, the Post-Termination Non-Competition Period in Section 8.B will extend by the time during which I engage in such violation(s), for up to a total of two (2) years following the termination of my employment. In the event that any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Finally, no claimed breach of this Agreement or other violation of law attributed to the Company, or change in the nature or scope of my employment or other relationship with the Company, shall operate to excuse me from the performance of my obligations under this Agreement.

 

 

D.          Entire Agreement. This Agreement, together with the Exhibits herein and any executed written offer letter or agreement between me and the Company, to the extent such materials are not in conflict with this Agreement, sets forth the entire agreement and understanding between the Company and me with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between us, including, but not limited to, any representations made during my interview(s) or relocation negotiations. I represent and warrant that I am not relying on any statement or representation not contained in this Agreement. Any subsequent change or changes in my duties, salary, or compensation will not affect the validity or scope of this Agreement.

 

E.          Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.

 

F.          Severability. If a court or other body of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.

 

G.          Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the President or CEO of LogicBio and me. Waiver by LogicBio of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.

 

H.          Survivorship. My rights and obligations hereunder will survive termination of my employment with the Company.

 

 

I ACKNOWLEDGE AND AGREE THAT I RECEIVED A COPY OF THIS AGREEMENT ON OR BEFORE THE EARLIER OF (I) THE DATE OF RECEIPT BY ME OF A FORMAL OFFER OF EMPLOYMENT FROM THE COMPANY OR (II) THE DATE THAT IS TEN (10) BUSINESS DAYS BEFORE THE COMMENCEMENT OF MY EMPLOYMENT WITH THE COMPANY. TO THE EXTENT THAT ANY SUCH TEN (10) BUSINESS DAY WAITING PERIOD IS NOT DEEMED TO HAVE BEEN MET, I HEREBY KNOWINGLY AND EXPRESSLY WAIVE SUCH WAITING PERIOD. I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. I UNDERSTAND THAT I HAVE THE RIGHT TO CONSULT WITH LEGAL COUNSEL PRIOR TO EXECUTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.

 

LOGICBIO THERAPEUTICS, INC.			EMPLOYEE
				/s/ Matthias Hebben
By:			Name (Printed):	Matthias Hebben
Title:			Address:	7132 Lexington Ridge Dr.
				Lexington MA 02421

 

 

EXHIBIT A

 

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

 

				Identifying Number or Brief
Title		Date		Description

 

 

 

__________ No inventions or improvements

 

__________ Additional Sheets Attached

 

Date:			Signature
			Name of Employee (typed or printed)

 

 

EXHIBIT B

 

LOGICBIO THERAPEUTICS, INC. TERMINATION CERTIFICATION

 

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property, or reproductions of any and all aforementioned items belonging to LogicBio Therapeutics, Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”).

 

I further certify that I have complied with all the terms of the Company’s Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or made by me (solely or jointly with others), as covered by that agreement.

 

I further agree that, in compliance with the Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement, I will preserve as confidential all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees.

 

I agree that nothing in this Exhibit B shall affect my continuing obligations under the Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement, including, without limitation, my obligations under Article 2 (Confidentiality) and Article 8 (Restricted Activities) thereof.

 

After leaving the Company’s employment, I will be employed by ________________in the position of _________________________________________.

 

Date:   ____________________	Signature
	Name of Employee (typed or printed)
Address for Notifications:

 

 

EXHIBIT C

 

LOGICBIO THERAPEUTICS, INC. CONFLICT OF INTEREST GUIDELINES

 

It is the policy of LogicBio Therapeutics, Inc. to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees, and independent contractors must avoid activities that are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations that must be avoided:

 

1.          Revealing confidential information to outsiders or misusing confidential information. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended. (The Confidential Information, Invention Assignment, Restricted Activities, and Arbitration Agreement elaborates on this principle and is a binding agreement.)

 

2.          Accepting or offering substantial gifts, excessive entertainment, favors, or payments that may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company.

 

3.          Participating in civic or professional organizations that might involve divulging confidential information of the Company.

 

4.          Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement.

 

5.          Initiating or approving any form of personal or social harassment of employees.

 

6.          Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of the Company.

 

7.          Borrowing from or lending to employees, customers, or suppliers.

 

8.          Acquiring real estate of interest to the Company.

 

9.          Improperly using or disclosing to the Company any proprietary information or trade secrets of any former or concurrent employer or other person or entity with whom obligations of confidentiality exist.

 

10.        Unlawfully discussing prices, costs, customers, sales, or markets with competing companies or their employees.

 

11.        Making any unlawful agreement with distributors with respect to prices.

 

12.        Improperly using or authorizing the use of any inventions that are the subject of patent claims of any other person or entity.

 

 

13.        Engaging in any conduct that is not in the best interest of the Company.

 

Each officer, employee, and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review. Violations of this conflict of interest policy may result in discharge without warning.

 

 

 

Exhibit 107
EX-FILING FEES

 

Calculation of Filing Fee Tables

SCHEDULE TO

(Rule 14d-100)

LOGICBIO THERAPEUTICS, INC.

(Name of Subject Company (Issuer))
CAMELOT MERGER SUB, INC.
(Offeror)

a wholly owned subsidiary of
ALEXION PHARMACEUTICALS, INC.

(Parent of Offeror)

 

Table 1 - Transaction Value

 

		Transaction Valuation*				Fee rate				Amount of Filing Fees**
Fees to Be Paid		$	71,649,715.23				0.00011020			$	7,895.80
Fees Previously Paid		$	0.00							$	0.00
Total Transaction Valuation*		$	71,649,715.23
Total Fees Due for Filing										$	7,895.80
Total Fees Previously Paid										$	0.00
Total Fee Offsets											0.00
Net Fee Due										$	7,895.80

 

*

Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated as the sum of (i) 32,962,733 outstanding shares of common stock, par value $0.0001 per share, of LogicBio Therapeutics, Inc. (the “Company” and such shares, the “Shares”) multiplied by the offer price of $2.07 (the “Offer Price”) and (ii) 2,475,984 Shares issuable pursuant to outstanding options with an exercise price of $0.69 (the “Exercise Price”), multiplied by the Offer Price minus the Exercise Price. The calculation of the filing fee is based on information provided by the Company as of October 11, 2022.

 

**

The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2023 beginning on October 1, 2022, issued August 25, 2022, by multiplying the transaction value by 0.00011020.