SIXTH AMENDMENT OF LEASE

Exhibit 10.11

SIXTH AMENDMENT OF LEASE

This Sixth Amendment of Lease (this “Sixth Amendment”) is made and entered into as of June 9, 2017 (the “Effective Date”), by and between ARE-MA REGION NO. 59, LLC, a Delaware limited liability company (“Landlord”), as successor-in-interest to DWF IV One Kendall, LLC, as successor-in-interest to RB Kendall Fee, LLC (“Original Landlord”), and MERRIMACK PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”), with reference to the following:

RECITALS

A.Pursuant to that certain Indenture of Lease dated as of August 24, 2012, as amended by (i) that certain First Amendment of Lease dated March 18, 2013, (ii) that certain Second Amendment of Lease dated September 12, 2013, (iii) that certain Third Amendment of Lease dated February 23, 2015, (iv) that certain Fourth Amendment of Lease dated July 22, 2015, and (v) that certain Fifth Amendment of Lease dated as of April 3, 2017 (the “Fifth Amendment”) (as amended, the “Lease”), Tenant leases certain premises (the “Existing Premises”) as more particularly described in the Lease, at the improved real property being Building 600/650/700 located at One Kendall Square, Cambridge, Massachusetts.  The Existing Premises consists of approximately (a) 31,747 rentable square feet of space on a portion of the second (2nd) floor of Building 600/650/700 (the “2nd Floor Space”), (b) 4,773 rentable square feet of space on the fourth (4th) floor of Building 650/700 (the “Additional Space”), (c) 30,626 rentable square feet of space on the fourth (4th) floor of Building 600/700 (the “4th Floor Space”), (d) 7,245 rentable square feet of space on the mezzanine level of Building 700 (the “Mezzanine Space”), (e) 8,686 rentable square feet of space on the first (1st) floor of Building 600 (the “1^st Floor Space”), (f) 132 rentable square feet in the basement of Building 700 (the “Basement Premises”), (g) 2,922 rentable square feet of space in the basement of Building 700 (the “Storage Space”), (h) 8,763 rentable square feet of space located on the fourth (4th) floor of Building 700 (the “Expansion Space I”), (i) 3,388 rentable square feet of space located on the fourth (4th) floor and the fourth (4th) floor mezzanine of Building 650 (the “Expansion Space II”), (j) 10,375 rentable square feet of space located on the fifth (5th) floor of Building 600 (the “Expansion Space III”), (k) 491 rentable square feet of space on the first (1st) floor of Building 700 (the “Chemical Storage Space”), (l) 8,155 rentable square feet of space located on the second (2nd) floor of Building 600 (the “600 Expansion Space”), (m) 784 rentable square feet of space located on the second floor (2nd) of Building 600 (the “Hallway Space”), (n) 3,617 rentable square feet of space located on the fifth (5th) floor of Building 600 (the “Expansion Space IV”), (o) 31,620 rentable square feet of space on the fifth (5th) floor of Building 600/650/700 (the “Third Amendment Premises”), (p) 7,145 rentable square feet of space on the first (1st) floor of Building 700 (the “Former Addgene Space”), (q) 5,687 rentable square feet of space on the first (1st) floor of Building 700 (the “Former OmniGuide Space”), (r) 311 rentable square feet of space on the basement level of Building 700 (the “Equipment Room”), and (s) 700 rentable square feet of storage space in the basement of Building 700 (the “Fourth Amendment Storage Space”).  Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease.

B. Tenant desires to reduce the term of the Lease for a portion of the Existing Premises and surrender such portion of the Existing Premises to Landlord on the Sixth Amendment Reduction Date (as defined below), and Landlord is willing to shorten such term and accept such surrender of such portion of the Existing Premises on the Sixth Amendment Reduction Date subject to the terms of this Sixth Amendment.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises made herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, Landlord and Tenant agree as follows:

“Tenant acknowledges that there is an electrical closet, as shown on Exhibit I hereto (the “Electrical Closet”), that is located within the confines of the Premises, but is not part of the Premises and is instead part of the premises currently leased to Merrimack Pharmaceuticals (the “Existing Tenant”) pursuant to a lease between Landlord and Existing Tenant (as such lease has been or may in the future be amended, the “Existing Lease Agreement”).  During the Term, subject to the terms and conditions of this Section 40(o), Tenant agrees to permit designated

employees of the Existing Tenant, the designated employees of any assignee of or subtenant under the Existing Lease Agreement whose premises is being served by the Electrical Closet, and designated contractors of Existing Tenant or any assignee of or subtenant under the Existing Lease Agreement whose premises is being served by the Electrical Closet (as reasonably approved by Tenant to the extent required below, the “Approved Invitees”) and Landlord, to access the Premises solely to make any necessary repairs, maintenance, alterations or improvements to the Electrical Closet (including any conduits, cabling or wiring extending from such electrical closet to the Existing Tenant’s premises).  Notwithstanding anything to the contrary in this Lease, any access by the Approved Invitees to the Premises for purposes of accessing the Electrical Closet contemplated under this Section shall be subject to the following conditions (the “Electrical Closet Access Conditions”):  (i) prior to access, all contractors and individuals that seek to be Approved Invitees must be identified in writing to Tenant and subject to Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, but may be withheld in Tenant’s sole and absolute discretion if Tenant reasonably and in good faith determines that such individual or contractor is directly or indirectly employed by a competitor of Tenant or otherwise poses a risk to the security of the Premises or Tenant’s confidential information, (ii) except as provided below, such access shall be limited to regular business hours and only after not less than one (1) business day’s prior written notice to Tenant, (iii) except as provided below, at all times during access to the Premises or the Electrical Closet, an Approved Invitee must be accompanied by a designated employee of Tenant, and (iv) all such access shall be subject to Tenant’s reasonable security and confidentiality requirements, which may include, without limitation, the execution of reasonable non-disclosure agreement by Existing Tenant and any Approved Invitee.  Notwithstanding anything to the contrary contained herein, in the event of an emergency, an Approved Invitee shall be permitted to access the Electrical Closet outside of normal business hours and without being accompanied by a designated employee of Tenant (but otherwise subject to the requirements of this Section 40(o)), provided, that (i) to the extent possible, Tenant shall be given prior notice of such access, and, in all events Tenant shall be informed of such access on the next business day following such access and (ii) Landlord shall be required to provide a security escort for such Approved Invitee during such access.”

a.This Sixth 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.  This Sixth Amendment may be amended only by an agreement in writing, signed by the parties hereto.

b.This Sixth Amendment is binding upon and shall inure to the benefit of the parties hereto, and their respective successors and assigns.

c.This Sixth Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.  The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Sixth Amendment attached thereto.

d.Except as amended and/or modified by this Sixth Amendment, the Lease shall remain in full force and effect.  In the event of any conflict between the provisions of this Sixth Amendment and the provisions of the Lease, the provisions of this Sixth Amendment shall prevail.  Whether or not specifically amended by this Sixth 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 Sixth Amendment.  

SIGNATURES ON FOLLOWING PAGE

IN WITNESS WHEREOF, the parties have executed this Sixth Amendment as of the date first written above.

TENANT:

MERRIMACK PHARMACEUTICALS, INC.,
a Delaware corporation

By:/s/ Jeffrey A. Munsie
Its:General Counsel

LANDLORD:

ARE-MA REGION NO. 59, LLC,
a Delaware limited liability company.