XOMA Royalty Corporation has entered into an agreement to acquire Generation Bio for a cash price of USD 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 percent of the amount by which net cash at closing, as finally determined pursuant to the CVR agreement, exceeds USD 29 million; either 90 percent or 100 percent of any savings realised 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 licence agreement with Moderna, which includes potential development and commercial milestones and royalties on commercial sales, calculated on a sliding scale delivering up to 90 percent of such payments to CVR holders; and a share of payments from any out licence or sale of the Generation Bio ctLNP delivery platform, calculated on a sliding scale delivering up to 70 percent 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.

Pursuant and subject to the terms of the Merger Agreement, a wholly owned subsidiary of XOMA Royalty will commence a tender offer within 15 business days, to acquire all outstanding shares of Generation Bio common stock. Closing of the Offer is subject to certain conditions, including the tender of Generation Bio common stock representing at least a majority of the total number of outstanding shares and other customary closing conditions. Immediately following the closing of the tender offer, Generation Bio will merge with a subsidiary of XOMA Royalty, and all remaining shares not tendered in the offer, other than appraisal shares, will be converted into the right to receive the same cash and CVR consideration per share, as is provided in the tender offer.

Generation Bio stockholders, in possession of approximately 15 percent of Generation Bio common stock, have signed support agreements under which such stockholders agreed to tender their shares in the offer and support the merger. The acquisition is expected to close in February 2026.