Termination Agreement, effective as of November 15, 2024, by and between Iovance Biotherapeutics, Inc. and ARE – San Francisco No. 63, LLC
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EX-10.55 7 iova-20241231xex10d55.htm EX-10.55
Exhibit 10.55
AGREEMENT FOR TERMINATION OF LEASE
AND VOLUNTARY SURRENDER OF PREMISES
This Agreement for Termination of Lease and Voluntary Surrender of Premises (this “Agreement”) is made and entered into as of November 15, 2024, by and between ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), and IOVANCE BIOTHERAPEUTICS, INC., a Delaware corporation (“Tenant”), with reference to the following:
RECITALS
A.Pursuant to that certain Lease Agreement dated as of February 8, 2021 (the “Lease”), Tenant now leases from Landlord certain premises containing approximately 49,918 rentable square feet known as Suite 400 (the “Premises”) in that certain building located at 825 Industrial Road, San Carlos, California, as more particularly described in the Lease. Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease.
B.The Term of the Lease is scheduled to expire on January 31, 2032 (the “Scheduled Expiration Date”).
C.Tenant and Landlord desire, subject to the terms and conditions set forth below, to accelerate the expiration date of the Term of the Lease.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, the mutual promises and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1.Termination Date. Landlord and Tenant agree, subject to the terms and conditions set forth herein, to accelerate the expiration date of the Term of the Lease from the Scheduled Expiration Date to the earlier of (a) the date Tenant vacates and surrenders the Premises in accordance with all the conditions and requirements for surrender set forth in the Lease, or (b) 11:59 PM Pacific Time on December 31, 2024 (such earlier date, the “Termination Date”). Notwithstanding anything to the contrary contained in the Lease, Tenant shall have no further right to extend the Term of the Lease, and the Term of the Lease shall terminate on the Termination Date.
2.Lease Modification Payment. In consideration of Landlord’s agreement to enter into this Agreement, upon full execution of this Agreement, Tenant shall deliver to Landlord a lease modification payment in the amount of $600,000 (the “Lease Modification Payment”). Notwithstanding anything to the contrary contained in this Agreement, if Tenant does not surrender the Premises on or before the Termination Date in strict accordance with the terms of this Agreement, the Term of the Lease shall nonetheless terminate on the Termination Date and the holdover provisions of the Lease shall apply.
3.Base Rent and Operating Expenses. Tenant shall be responsible for the payment of all Base Rent, Operating Expenses and any other obligations due under the Lease through the Termination Date. Tenant shall not be required to pay Base Rent or Operating Expenses for any
period following the Termination Date so long as Tenant surrenders the Premises in strict compliance with this Agreement and the Lease, and Tenant is not in breach hereof or under the Lease.
4.Security Deposit. Landlord and Tenant acknowledge and agree that Landlord currently holds a security deposit under the Lease in the amount of $559,081.60 (the “Security Deposit”). So long as Tenant is not in breach of this Agreement or under the Lease, Landlord shall return the Security Deposit to Tenant in accordance with the terms of the Lease. For the avoidance of doubt, if Tenant fails to timely deliver the Lease Modification Payment to Landlord, then Landlord shall be entitled to retain all or a portion of the Security Deposit, in an amount equal to such unpaid Lease Modification Payment (if any), and apply it toward such unpaid portion of the Lease Modification Payment.
5.Termination and Surrender. Tenant shall voluntarily surrender the Premises. Tenant agrees to cooperate reasonably with Landlord in all matters, as applicable, relating to surrendering the Premises in accordance with the surrender requirements set forth in the Lease and in the condition required pursuant to the Lease. After the Termination Date, Tenant shall have no further rights of any kind with respect to the Premises. Notwithstanding the foregoing, as provided in Section 6 hereof, those provisions of the Lease which, by their terms, survive the termination of the Lease shall survive the surrender of the Premises and termination of the Lease provided for herein.
6.No Further Obligations. Landlord and Tenant each agree that the other is excused following the Termination Date from any further obligations under the Lease with respect to the Premises, excepting only such obligations under the Lease which are, by their terms, intended to survive termination of the Lease (including, without limitation, those obligations in connection with the reconciliation of Operating Expenses pursuant to Section 5 of the Lease, which are intended to survive termination of the Lease) and except as provided for in this Agreement. For avoidance of doubt, the parties agree that Tenant shall not be responsible for paying Base Rent or Operating Expenses with respect to the Premises attributable to any period of time following the Termination Date; provided, however, the holdover provisions of the Lease shall apply if Tenant fails to surrender the Premises in strict compliance with the terms of this Agreement on or before the Termination Date. In addition, nothing herein shall be deemed to limit or terminate any common law or statutory rights Landlord may have with respect to Tenant in connection with any hazardous materials or for violations of any governmental requirements or requirements of applicable law. Nothing herein shall excuse Tenant from its obligations under the Lease, as modified by this Agreement, prior to the Termination Date.
7.Personal Property. Except for the personal property of Tenant being purchased by Vaxcyte, Inc. (“Vaxcyte”), the incoming tenant of the Premises pursuant to a separate agreement between Vaxcyte and Tenant, any personal property of Tenant remaining in the Premises after the Termination Agreement is hereby agreed to be abandoned by Tenant and may be stored, removed and disposed of by Landlord, at Tenant’s expense.
8.Intentionally Omitted.
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9.Tenant’s Notice Address. Any notice given by Landlord to Tenant following the Termination Date may be delivered by (i) reputable overnight courier, or (ii) hand delivery with signature confirming receipt to the following address:
825 Industrial Road, Suite 100A
San Carlos, CA 94070
Attention: Legal Department
10.Acknowledgment. Tenant acknowledges that it has read the provisions of this Agreement, understands them, and is bound by them. Time is of the essence in this Agreement.
11.No Assignment. Tenant represents and warrants that Tenant has not assigned, mortgaged, subleased, pledged, encumbered or otherwise transferred any interest in the Lease and that Tenant holds the interest in the Premises as set forth in the Lease as of the date of this Agreement.
12.No Modification. This Agreement may not be modified or terminated except in writing signed by all parties.
13.Successors and Assigns. The covenants and agreements herein contained shall inure to the benefit and be binding upon the parties and their respective successors and assigns.
14.Attorneys’ Fees. In the event of a dispute between the parties, the prevailing party shall be entitled to have its reasonable attorneys’ fees and costs paid by the other party. Each party shall be responsible for its own costs and legal fees in connection with the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
15.Choice of Law. Construction and interpretation of this Agreement shall be governed by the internal laws of the state in which the Premises are located, excluding any principles of conflicts of laws.
16.Opportunity for Consultation. Each party represents and warrants that such party is entering into this Agreement knowingly and voluntarily and that each party has, or has had the opportunity to, review any and all aspects of this Agreement with the legal, tax or other advisor or advisors of such party’s choice prior to executing this Agreement. Each of the parties has had the opportunity to negotiate the terms, conditions and language of this Agreement. The rule of construction that ambiguities are resolved against the drafting party shall not be applied in interpreting this Agreement.
17.Brokers. Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “Broker”) in connection with the transaction reflected in this Agreement and that no Broker brought about this transaction, other than JLL. Landlord and Tenant each hereby agrees to indemnify and hold the other harmless from and against any claims by any Broker, other than JLL, claiming a commission or other form of compensation by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this Agreement.
18.OFAC. Tenant and all beneficial owners of Tenant are currently (a) in compliance with and shall at all times during the Term of the Lease remain in compliance with the regulations
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of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury and any statute, executive order, or regulation relating thereto (collectively, the “OFAC Rules”), (b) not listed on, and shall not during the term of the Lease be listed on, the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List or the Sectoral Sanctions Identifications List, which are all maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation, and (c) not a person or entity with whom a U.S. person is prohibited from conducting business under the OFAC Rules.
19.Counterparts. This Agreement 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) 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 Agreement and all matters related thereto, with such electronic signatures having the same legal effect as original signatures.
[Signatures are on the next page]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| TENANT: IOVANCE BIOTHERAPEUTICS, INC, By: /s/ Frederick G. Vogt Name: Frederick G. Vogt, Ph.D., J.D. Its: Interim CEO and President ☒ I hereby certify that the signature, name, |
| LANDLORD: ARE-SAN FRANCISCO NO. 63, LLC, By: Alexandria Real Estate Equities, L.P., By: ARE-QRS Corp., By: /s/ Kristen Childs Name: Kristen Childs Its: Vice President – Real Estate |
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