Recognition and Attornment Agreement and Amendment of Sublease by and between Kiniksa Pharmaceuticals Corp. and 92 Hayden Avenue Trust dated as of November 6, 2020

Exhibit 10.1

RECOGNITION AND ATTORNMENT AGREEMENT

AND

AMENDMENT OF SUBLEASE

RECOGNITION AND ATTORNMENT AGREEMENT AND AMENDMENT OF SUBLEASE (the “Agreement”) made as of the 6^th day of November, 2020, by and between 92 HAYDEN AVENUE TRUST, as landlord (“Landlord”), and KINIKSA PHARMACEUTICALS CORP., a Delaware corporation, as tenant (interchangeably called “Kiniksa” or “Tenant”).

R E C I T A L S

By Lease dated May 22, 2008, as amended by First Amendment to Lease dated November 24, 2015, (collectively, the “Lease”), Landlord did lease to Shire Human Genetic Therapies, Inc., as successor-in-interest to AMAG Pharmaceuticals, Inc., (“Original Tenant”) and Original Tenant did lease and hire from Landlord the entirety of the building on the site known as 100 Hayden Avenue, Lexington, Massachusetts (the “Building”) as more particularly described in the Lease (the "Premises").

By Sublease Agreement dated as of March 18, 2018 between Original Tenant, as sublandlord, and Kiniksa, as subtenant, (the Sublease Agreement as amended by and affected by the documents listed on Exhibit A attached hereto is hereinafter referred to as the “Sublease”), subleases the entirety of the Premises (referred to in the Sublease as the “Subleased Premises” and hereinafter as either the Premises or the Subleased Premises) upon the terms set forth in the Sublease.

The term of the Lease is scheduled to expire on August 31, 2021 (the “Lease Expiration Date”), and the term of the Sublease is scheduled to expire on August 31, 2021 (the “Sublease Expiration Date”).

Landlord and Kiniksa have agreed for Kiniksa to lease the Premises directly from Landlord upon the Lease Expiration Date and the Sublease Expiration Date. In order to accomplish said direct leasing, Landlord desires to recognize the Sublease as a direct lease between Landlord and Kiniksa and Kiniksa desires to attorn to Landlord respecting the Sublease upon the terms set forth herein.

In addition, Landlord and Kiniksa have agreed to extend the term of the Sublease upon all the same terms and conditions contained in the Sublease, except only as otherwise specifically modified by this Agreement.

Landlord and Kiniksa are entering into this Agreement to set forth said agreements and amendments.

NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration paid by each of the parties to the other, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the provisions herein contained, Landlord and Kiniksa do hereby covenant and agree as follows:

(b)       In order to induce Kiniksa to execute this Agreement, Landlord hereby represents and certifies to Kiniksa as of the date hereof (i) that the Lease is unmodified and in full force and effect; (ii) that to its actual knowledge, there exists (A) no defaults on the part of Original Tenant, as tenant, under the Lease and (B) no events which with the passage of time or the giving of notice or both would constitute a default on the part of Original Tenant, as tenant under the Lease; and (iii) Original Tenant, as tenant, has no claims, cause of action or the like against Landlord, as landlord, under the Lease.

(b)       From and after the Extended Term Commencement Date, Landlord shall be directly bound to Kiniksa under all of the terms, covenants, conditions and provisions of the Amended Sublease with the same force and effect as if Landlord was the sublandlord and Kiniksa was the subtenant under the Sublease and from and after the Extended Term Commencement Date, Landlord will recognize the Amended Sublease in accordance with the terms thereof. Landlord does hereby (i) recognize Kiniksa as its tenant under the Amended Sublease, and (ii) affirm its obligations under the Sublease as landlord. Said recognition, affirmation and agreement to be effective and self-operative upon the Extended Term Commencement Date. Said recognition, affirmation and agreement to be effective and self-operative upon the Extended Term Commencement Date; provided however, that Landlord and Tenant shall be bound by agreements contained herein as of the date of this Agreement.

(b)       Notwithstanding anything contained in the Lease, Kiniksa shall not be (i) liable for any act, omission or default of Original Tenant as tenant under the Lease; (ii) bound by any notice of default given to Original Tenant as tenant under the Lease; (iii) bound by any covenant or agreement to undertake, perform or complete any work in the Premises prior to the Extended Term Commencement Date; or (vii) bound by any obligation of Original Tenant to make any payment to Landlord under the Lease or otherwise for matters arising or relating to any period, event or activity prior to the Extended Term Commencement Date. For the avoidance of doubt, the parties acknowledge that Kiniksa is not released of any indemnification obligations of Kiniksa, as subtenant, under the “Sublease Documents” listed on Exhibit A attached hereto.

(i)          The third, fifth and sixth paragraphs of Section 2.6 of the Lease (i.e., paragraph carving out expenses in 2009 base year, paragraph defining Base Operating Expenses, and paragraph defining Base Operating Expenses Allocable to the Premises) along with the definition of “Base Operating Expenses” in Section 1.1 of the Lease are hereby deleted in their entirety.

(ii)         The first two sentences of the seventh paragraph of Section 2.6 of the Lease are hereby deleted in their entirety and replaced with the following:

During the Lease Term, Tenant shall pay, as Additional Rent, Operating Expenses Allocable to the Premises on or before the thirtieth (30^th) day following receipt by Tenant of the statement referred to below in this Section 2.6.

(iii)        Sections 2.7 (iv), (v) and (vii) of the Lease, as amended, (along with the definition of “Base Taxes” in Section 1.1 of the Lease) are hereby deleted in their entirety.

(iv)        The first sentence of the first paragraph of Section 2.7 of the Lease is hereby deleted in its entirety and replaced with the following:

During the Lease Term, Tenant shall pay to Landlord, as Additional Rent, Landlord’s Tax Expenses Allocable to the Premises.

(b)       Landlord warrants and represents that Landlord has not dealt with any broker in connection with the consummation of this Agreement other than the Broker; and in the event any claim is made against Tenant relative to dealings by Landlord with brokers, Landlord shall defend the claim against Tenant with counsel of Landlord's selection and save harmless and indemnify Tenant on account of loss, cost or damage which may arise by reason of such claim. Landlord shall be responsible for the payment of the brokerage commission to the Broker respecting the Extended Term pursuant to a separate agreement between the parties.

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EXECUTED as of this date and year first above written.

EXHIBIT A

SUBLESE DOCUMENTS