XOMA Royalty To Acquire Generation Bio Co. For A Cash Price Of $4.2913 Per Share At The Closing Of The Merger

XOMA Royalty Corporation ("XOMA Royalty") (NASDAQ:XOMA), the biotech royalty aggregator, announced today it has entered into an agreement to acquire Generation Bio Co. ("Generation Bio") (NASDAQ:GBIO) for a cash price of $4.2913 per share at the closing of the merger. Generation Bio stockholders also will receive one non-transferable contingent value right ("CVR") per share that entitles holders to receive potential payments of a pro rata portion of:

• 100% of the amount by which net cash at closing, as finally determined pursuant to the CVR agreement, exceeds $29 million;
• either 90% or 100% of any savings realized by XOMA Royalty on the Company's Cambridge office lease obligations, subject to the timing of resolution of the lease obligations;
• a share of any proceeds from Generation Bio's existing license agreement with Moderna, which includes potential development and commercial milestones and royalties on commercial sales, calculated on a sliding scale delivering up to 90% of such payments to CVR holders; and
• a share of payments from any out license or sale of the Generation Bio ctLNP delivery platform, calculated on a sliding scale delivering up to 70% of such payments to CVR holders 

following the closing.

Following a thorough review process conducted with the assistance of its legal and financial advisors, Generation Bio's board of directors has determined that the acquisition by XOMA Royalty is in the best interests of all Generation Bio stockholders and has unanimously approved the Merger Agreement.