Amendment No. 3, dated as of July 15, 2021, to Lease Agreement by and between ARE-708 Quince Orchard, LLC and Adaptive Phage Therapeutics, Inc

Exhibit 10.31

THIRD AMENDMENT TO LEASE AGREEMENT

PLEASE NOTE: CERTAIN INFORMATION INDICATED WITH [***] IN THIS DOCUMENT HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

THIS THIRD AMENDMENT TO LEASE AGREEMENT (“this Third Amendment”) is dated as of July 15, 2021 (“Third Amendment Effective Date”), by and between ARE-708 QUINCE ORCHARD, LLC, a Delaware limited liability company, having an address at 26 North Euclid Avenue, Pasadena, California 91101 (“Landlord”), and ADAPTIVE PHAGE THERAPEUTICS, INC., a Delaware corporation, having an address at Suite 150, 708 Quince Orchard Road, Gaithersburg, Maryland 20878 (“Tenant”).

RECITALS

A. Landlord and Tenant have entered into that certain Lease Agreement (“Original Lease”) dated as of August 9, 2019, as amended by that certain letter agreement dated August 7, 2019, that certain letter agreement dated October 28, 2020, that certain First Amendment to Lease Agreement dated as of October 28, 2020 (“First Amendment”), and that certain Second Amendment to Lease Agreement dated July 8, 2021 (“Second Amendment”; together with the Original Lease, the letter agreements, the First Amendment, and the Second Amendment, the “Lease”), wherein Landlord leased to Tenant certain premises containing approximately [***] rentable square feet (“Existing Premises”) located at Suite 150, 708 Quince Orchard Road, Gaithersburg, Maryland 20878, as more particularly described in the Lease.

B. Pursuant to the Second Amendment, the Second Floor Expansion Premises (as defined in the Second Amendment) is currently leased by the LaunchLab Tenants (as defined in the Second Amendment). Tenant’s leasing of the Second Floor Expansion Premises is contingent on the satisfaction of the LaunchLab Tenant Contingency (as defined in the Second Amendment).

C. One of the LaunchLab Tenants, Labsero LLC, a Maryland limited liability company (“Labsero”), has vacated that portion of the Second Floor Expansion Premises known as Suite 250-E containing approximately [***] rentable square feet (“Suite 250-E”), as shown as the hatched area on Exhibit A-3 attached hereto.

D. Tenant desires to lease Suite 250-E from Landlord, and Landlord desires to lease Suite 250-E to Tenant, for the period beginning on the Third Amendment Effective Date and, unless earlier terminated in accordance with the terms of the Lease, ending on the date that is one day before the Second Floor Expansion Premises Commencement Date.

E. From and after the Second Floor Expansion Premises Commencement Date, Suite 250-E shall form a part of the Second Floor Expansion Premises.

F. Landlord and Tenant desire to amend the Lease, among other things, to expand the Existing Premises by adding Suite 250-E, all on the terms and conditions set forth in this Third Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual promises and conditions contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree that the Lease is amended as follows:

1. Definitions; Recitals. Terms used in this Third Amendment but not otherwise defined shall have the meanings set forth in the Lease. The Recitals form an integral part of this Third Amendment and are hereby incorporated by reference.

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2. Addition of Suite 250-E. Effective as of the Third Amendment Effective Date, the Existing Premises is hereby expanded to include Suite 250-E (Suite 250-E, together with the Existing Premises, are hereinafter collectively referred to as the “Premises”). The area of the Existing Premises and Suite 250-E total [***] rentable square feet. Exhibit A-3 attached hereto, which depicts Suite 250-E, shall be added to the Lease as Exhibit A-3. Upon request of Landlord or Tenant, each party shall execute and deliver a written acknowledgement of the Third Amendment Effective Date and the date that is one day before the Second Floor Expansion Premises Commencement Date when such dates are established in the form attached hereto as Exhibit B; provided, however, that a party’s failure to execute and deliver any such acknowledgements shall not affect Landlord’s or Tenant’s rights under this Third Amendment.

a. Delivery of Suite 250-E. Landlord shall deliver Suite 250-E to Tenant on the Third Amendment Effective Date in its broom clean, “as is” condition, free and clear of Labsero’s property (each, a “Delivery,” “Delivered,” or “Deliver”). If Landlord fails to Deliver timely Suite 250-E, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Third Amendment and the Lease with respect to Suite 250-E shall not be void or voidable.

b. Acceptance. Except as set forth in this Third Amendment, if applicable: (i) Tenant shall accept Suite 250-E in its “as is” condition as of the Third Amendment Effective Date; (ii) Landlord shall have no obligation for any defects in Suite 250-E, and (iii) Tenant’s taking possession of Suite 250-E shall be conclusive evidence that Tenant accepts Suite 250-E and that Suite 250-E was in good condition at the time possession was taken, including, but not limited to, all cabinetry and casework, uninterruptable power supply systems, power surge protectors, emergency generator, communication systems, security systems, chemical fume hoods, and other fixed equipment located in Suite 250-E and to the extent such items exist. Notwithstanding the foregoing provisions of this paragraph, Tenant shall have a period of 60 days after the Third Amendment Effective Date to reasonably identify in writing any latent defects in the mechanical, electrical, and plumbing systems and the structural components serving Suite 250-E. For purposes of this paragraph, “latent defects” means those material defects in such systems and/or components that could not have been identified or discovered through a reasonable inspection of such systems or components conducted by a qualified technician. Landlord will promptly repair such identified latent defects (subject to Landlord’s reasonable confirmation that such defects are, in fact, latent defects).

c. Condition. Neither Landlord nor any of its agents has made any representation or warranty with respect to the condition of all or any portion of Suite 250-E and/or the suitability of Suite 250-E for the conduct of Tenant’s business, and Tenant waives any implied warranty that Suite 250-E is suitable for the Permitted Use. Tenant shall use Suite 250-E only for the Permitted Use under the Lease in compliance with the provisions of Section 7 of the Lease.

d. Permits. Subject to the provisions of Sections 2.b above, Landlord shall have no obligation to perform any work at the Building in connection with Tenant’s occupancy of Suite 250-E or obtain any permits, approvals, or entitlements related to Tenant’s specific use of Suite 250-E or Tenant’s business operations therein. Tenant shall be responsible for obtaining a certificate of occupancy for Suite 250-E.

e. Decommissioning of Suite 250-E. By no later than the Third Amendment Effective Date, Landlord shall, at no expense to Tenant, (i) cause Suite 250-E to be decommissioned in accordance with applicable Legal Requirements, (ii) deliver to Tenant (after receipt of a non-reliance letter from Tenant in form and substance reasonably acceptable to Landlord and its environmental consultant) a decommissioning report obtained by Landlord in connection with the decommissioning of Suite 250-E, and (iii) deliver to Tenant in good working order the systems and equipment located in Suite 250-E as of the Third Amendment Effective Date.

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3. Amendment to Second Amendment. For the period between the Third Amendment Effective Date and the day before the Second Floor Expansion Premises Commencement Date, Suite 250-E will not form a part of the Second Floor Expansion Premises, Labsero will not constitute a LaunchLab Tenant, and the LaunchLab Tenant Contingency shall not apply to Suite 250-E. Accordingly, effective as of the Third Amendment Effective Date and continuing through the day before the Second Floor Expansion Premises Commencement Date, Section 3.b of the Second Amendment is hereby amended by adding the following at the end thereof:

A former LaunchLab Tenant, Labsero LLC, a Maryland limited liability company, no longer leases that portion of the Second Floor Expansion Premises known as Suite 250-E. Landlord has leased Suite 250-E to Tenant pursuant to the terms and conditions of a certain Third Amendment to Lease Agreement between Landlord and Tenant. Accordingly, the provisions of this paragraph shall not apply to Suite 250-E, and Labsero shall not constitute one of the LaunchLab Tenants.

4. Base Rent and Operating Expenses for Suite 250-E Until Day Before Second Floor Expansion Premises Commencement Date. The term of the Lease for Suite 250-E shall begin on the Third Amendment Effective Date and, unless earlier terminated in accordance with the terms and conditions of this Third Amendment and the Lease, shall end on the date that is the day before the Second Floor Expansion Premises Commencement Date. Accordingly, (a) Tenant shall continue to pay Base Rent with respect to the Existing Premises at the rates set forth in the Lease, (b) commencing on the Third Amendment Effective Date (but subject to the Suite 250-E Base Rent Abatement [as defined below]) and continuing through the date that is the day before the Second Floor Expansion Premises Commencement Date, (i) Base Rent for Suite 250-E shall be payable at the rate of $4,871 per month, (ii) Tenant shall have no obligation to pay its share of Operating Expenses for Suite 250-E, and (iii) Base Rent for Suite 250-E shall be increased on each anniversary of the Third Amendment Effective Date (which date shall constitute the Adjustment Date), by multiplying the monthly Base Rent payable immediately before such Adjustment Date for Suite 250-E by the Rent Adjustment Percentage (i.e., 3%) and adding the resulting amount to the monthly Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided in Section 4 of the Lease.

a. Suite 250-E Base Rent Abatement. [***]

5. Base Rent and Operating Expenses for Suite 250-E From and After Second Floor Expansion Premises Commencement Date. Commencing on the Second Floor Expansion Premises Commencement Date and continuing for the balance of the Term, Suite 250-E shall for all purposes form a part of the Second Floor Expansion Premises and all provisions of the Lease that apply to the Second Floor Expansion Premises from and after the Second Floor Expansion Premises Commencement Date shall apply to Suite 250-E. Accordingly, (a) the payment of Base Rent for the Second Floor Expansion Premises as set forth in the Second Amendment shall include the payment of Base Rent for Suite 250-E on the same terms and conditions as applicable to the Second Floor Expansion Premises, (b) Tenant shall pay its share of Operating Expenses for Suite 250-E and for the balance of the Second Floor Expansion Premises, (c) Base Rent for the Second Floor Expansion Premises (including Suite 250-E) shall be increased as more fully set forth in the Second Amendment, (d) the Second Floor Expansion Premises Base Rent Abatement shall apply to Suite 250-E and the balance of the Second Floor Expansion Premises, (e) the Second Floor Expansion Premises Tenant Improvement Allowance shall apply to Suite 250-E and the balance of the Second Floor Expansion Premises, and the Term of the Lease for Suite 250-E shall be identical to the Term of the Lease for the Second Floor Expansion Premises as set forth in the Second Amendment.

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6. Changes to Defined Terms. Effective as of the dates set forth below and notwithstanding any contrary provision contained in the Second Amendment, the following amendments are hereby made to the definitions contained in the Basic Lease Provisions.

a. Effective as of the First Floor Expansion Premises Commencement Date, the defined term “Premises” shall be deleted in its entirety and replaced with the following:

b. Effective as of the First Floor Expansion Premises Commencement Date, the defined term “Rentable Area of Premises” shall mean approximately [***] rentable square feet.

c. Effective as of the First Floor Expansion Premises Commencement Date, the defined term “Tenant’s Share of Operating Expenses” shall mean [***]%.¹

7. Technical Amendments. The Second Amendment is hereby amended as follows: [***]

8. Miscellaneous.

a. Entire Agreement. The Lease, as amended by this Third Amendment, is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. The Lease, as so amended by this Third Amendment, may be amended only by an agreement in writing, signed by the parties hereto.

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b. Binding Effect. This Third Amendment is binding upon and shall inure to the benefit of the parties hereto, their respective agents, employees, members, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders.

c. Broker. Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent, or other person (collectively, “Broker”) in connection with this Third Amendment and that no Broker brought about this transaction, other than CBRE, Inc. (“CBRE”). CBRE shall be paid by Landlord pursuant to a separate agreement between Landlord and CBRE. Landlord and Tenant each hereby agree to indemnify and hold the other harmless from and against any claims by any Broker, other than CBRE, claiming a commission or other form of compensation by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this Third Amendment.

d. Ratification; Conflicts. Except as amended and/or modified by this Third Amendment, the Lease is hereby ratified and confirmed and all other terms of the Lease shall remain in full force and effect, unaltered and unchanged by this Third Amendment. In the event of any conflict between the provisions of this Third Amendment and the provisions of the Lease, the provisions of this Third Amendment shall prevail. Regardless of whether specifically amended by this Third Amendment, all of the terms and provisions of the Lease are hereby amended to the extent necessary to give effect to the purpose and intent of this Third Amendment.

e. Counterparts/Electronic Signatures. This Third Amendment may be executed in 2 or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature process complying with the U.S. federal ESIGN Act of 2000, such as DocuSign) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Electronic signatures shall be deemed original signatures for purposes of this Third Amendment and all matters related thereto, with such electronic signatures having the same legal effect as original signatures.

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Copyright © 2012 Alexandria Real Estate Equities, Inc ALL RIGHTS RESERVED

IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment under seal as of the day and year first above written.

Copyright © 2012 Alexandria Real Estate Equities, Inc ALL RIGHTS RESERVED