Form 8-K
8-K — Rigetti Computing, Inc.
Accession: 0001104659-26-045994
Filed: 2026-04-21
Period: 2026-04-17
CIK: 0001838359
SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 17, 2026
RIGETTI
COMPUTING, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-40140
88-0950636
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
775
Heinz Avenue, Berkeley,
California
94710
(Address of Principal Executive Offices)
(Zip Code)
(510)
210-5550
(Registrant’s Telephone Number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of
each class
Trading
Symbol(s)
Name of each
exchange
on which registered
Common
Stock, $0.0001 par value per share
RGTI
The Nasdaq
Capital Market
Warrants,
each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
RGTIW
The Nasdaq
Capital Market
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 1.01
Entry into a Material Definitive Agreement.
On April 17, 2026 (“Effective Date”),
Rigetti & Co, LLC. (“Subtenant”), a wholly-owned subsidiary of Rigetti Computing, Inc., entered into a Sublease
Agreement (the “Sublease”) with Chinook Therapeutics, Inc. (the “Sublandlord”), pursuant to which Subtenant
will lease approximately 12,543 rentable square feet of office and laboratory space located at 740 Heinz Avenue, Berkeley, California,
94710 (the “Premises”) from the Sublandlord. The Premises represent a portion of the approximately 112,088 rentable square
feet Sublandlord has leased from Seventh Street Properties VII, LLC (“Master Landlord”), pursuant to that certain lease, dated
as of September 11, 2015, as amended, between Master Landlord and Sublandlord (the “Master Lease”). The effectiveness
of the Sublease is subject to the Master Landlord’s consent (the “Consent”). In the event the Consent is not obtained
within sixty days following the Effective Date, either Sublandlord or Subtenant may terminate the Sublease.
The term of the Sublease will commence on the
latest to occur of the following: (a) June 1, 2026, (b) receipt of the Consent, and (c) the Sublandlord’s delivery
of possession of the Premises to Subtenant in the Delivery Condition (as defined in the Sublease) (the “Commencement Date”).
The Sublease is scheduled to expire on November 30, 2029. The Subtenant’s obligation for the payment of base rent (“Monthly
Base Sublease Rent”) for the Premises begins on the Commencement Date and initially will be $38,111.91 per month, increasing to
$39,255.26 per month during the second year of the Sublease, $40,432.92 per month during the third year of the Sublease and $41,645.91
per month during the fourth year of the Sublease. In addition to base rent, the Subtenant is obligated under the Sublease to pay its proportionate
share of taxes, insurance and operating expenses, which is equal to 11.19% of the amount therefor payable by Master Landlord pursuant
to the Master Lease. Beginning on the Commencement Date and continuing on the first day of each month thereafter until the expiration
of the Sublease, the Subtenant will pay, in advance, the Monthly Base Sublease Rent. The Subtenant is required to provide a security deposit
to the Sublandlord on or before the delivery date of the Premises in the amount of $50,000. The Sublease contains customary events of
default, representations, warranties and covenants.
The foregoing description of the terms of the
Sublease does not purport to be complete and is qualified in its entirety by reference to the complete copy of such agreement, filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
10.1#+
Sublease, dated as of
April 17, 2026, by and between Rigetti & Co, LLC and Chinook Therapeutics, Inc.
104
Cover Page Interactive
Data File (embedded within the Inline XBRL document).
# Certain portions of this exhibit have
been redacted pursuant to Regulation S-K, Item 601(a)(6).
+ Certain of the schedules and attachments to this exhibit have been
omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such
omitted materials to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 21, 2026
RIGETTI COMPUTING, INC.
By:
/s/ Jeffrey Bertelsen
Jeffrey Bertelsen
Chief Financial Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2612288d1_ex10-1.htm · Sequence: 2
EXHIBIT 10.1
CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS
EXHIBIT IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED
FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.
SUBLEASE
THIS SUBLEASE (the
“Sublease”) is made as of April 17, 2026 (the “Effective Date”), by and between CHINOOK
THERAPEUTICS, INC., a Delaware corporation (“Sublandlord”) and RIGETTI & CO., LLC, a Delaware
limited liability company (“Subtenant”)
ARTICLE 1
- GENERAL
1.1 Master
Lease. Seventh Street Properties VII, LLC, a California limited liability company (“Master Landlord”),
and Sublandlord, as successor-by-merger to Aduro Biotech, Inc., as Tenant, are parties to that certain Office/Laboratory Lease dated
as of September 11, 2015 (the “Original Master Lease”), as amended by that certain First Amendment to Lease dated
April 26, 2016 (the “First Amendment”), and that certain letter agreement dated June 30, 2016 (collectively,
the “Master Lease”), pursuant to which Sublandlord is leasing from Master Landlord, and Master Landlord is leasing
to Sublandlord, certain premises currently consisting of the rentable square feet of the first (1st) through fourth (4th)
floors (the “Premises”) of that certain building located at 740 Heinz Avenue, Berkeley, California (the “Building”).
The Premises contain approximately 112,088 rentable square feet. A redacted copy of the Master Lease is attached hereto as Exhibit A-1.
1.2 Capitalized
Terms. All capitalized terms used herein that are not otherwise defined herein shall have the meanings set forth in the Master
Lease.
1.3 Sublease
Term. As used herein, subject to receipt of the Consent (as defined in Section 2.3 below), the term of this Sublease
(the “Sublease Term”) shall commence on the Commencement Date (as defined in Section 2.2.4 below) and shall
expire on November 30, 2029 (the “Sublease Expiration Date”), unless terminated sooner as hereinafter provided.
Sublandlord warrants and represents that the Expiration Date of the Master Lease is December 31, 2029. Notwithstanding anything to
the contrary contained herein, if Subtenant enters into a direct lease or other occupancy agreement with Master Landlord in connection
with Subtenant’s continued occupancy of the Sublease Premises following the Expiration Date of the Master Lease and Subtenant notifies
Sublandlord of such direct lease or other occupancy agreement (the “Direct Lease Notice”), by no later than August 31,
2029 and such Direct Lease Notice includes a signed letter from the Master Landlord addressed to Sublandlord that confirms in writing
(a “Waiver and Release Letter”) that, Subtenant shall have no obligation to (1) vacate the Sublease Premises on the Sublease
Expiration Date, (2) remove Subtenant’s business equipment, furniture, furnishings or other articles of personal property owned
by Subtenant located in the Sublease Premises or any of Subtenant’s signage outside the Sublease Premises installed in connection
with this Sublease, wherever located on the Sublease Expiration Date, or (3) remove any improvements or alterations on the Sublease
Expiration Date (to the extent Subtenant would have otherwise been required to do so under this Sublease), then the Sublease Expiration
Date shall automatically be deemed to be December 31, 2029. If Subtenant gives Sublandlord a Direct Lease Notice without the required
Waiver and Release Letter, then such Direct Lease Notice shall be deemed null and void and the Sublease Expiration Date shall remain November 30,
2029.
-1-
ARTICLE 2
- DEMISE OF SUBLEASE PREMISES
2.1 Demise.
Under and subject to the provisions, covenants and agreements contained herein and in the Master Lease (subject to Sections 4.1
through 4.3 below), Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, a portion of the
Premises consisting of Suite 200 (the “Sublease Premises”) for the Sublease Term. The Sublease Premises is located
on a portion of the second floor of the Building. The total rentable square footage of the Sublease Premises is hereby stipulated by Sublandlord
and Subtenant to be 12,543 and shall not be subject to any re-measurement.
2.2 Delivery.
2.2.1. Delivery
Date. Sublandlord shall deliver possession of the Sublease Premises, as identified on the floor plans attached hereto as Exhibit C,
to Subtenant in the Delivery Condition (hereinafter defined) on the date that is the later to occur of (i) mutual execution of this
Sublease, (ii) receipt of the fully-executed Consent (hereinafter defined) and (iii) delivery to Sublandlord of proof of insurance
in satisfaction of the insurance requirements of this Sublease (the “Delivery Date”). Sublandlord shall deliver the
Sublease Premises in the Delivery Condition.
2.2.2. Intentionally
Deleted.
2.2.3. Intentionally
Deleted.
2.2.4. Delivery
Condition; Sublandlord’s Work. Subtenant shall accept the Sublease Premises on the Delivery Date in its current AS-IS condition,
except that Sublandlord shall at Sublandlord’s sole cost and expense, (i) replace damaged ceiling tiles, (ii) remove the
privacy pod, (iii) lock off the door between the Sublease Premises and Room 234 and provide an opaque cover over the door window,
and (iv) tender possession of the Sublease Premises in vacant, broom clean condition, with all building systems in good working order,
in compliance with Laws, free of Hazardous Materials, with all of Sublandlord’s identifying signage (if any) removed, and with the
Furniture (as defined below) delivered as shown in Schedule 4.4, normal wear and tear excepted, (the foregoing collectively referred
to herein as the “Delivery Condition”). Further, Sublandlord and Subtenant agree to cooperate in good faith to reconfigure
the IT infrastructure in the Building so as to optimize their respective networks. Notwithstanding the above, Sublandlord hereby approves
in concept the alterations described in Exhibit B attached hereto (the “Sublandlord Conditionally Approved Alterations”),
subject to the terms of this Section 2.2.4. The Sublandlord’s Conditionally Approved Alterations remain subject in all respects
to the Subtenant complying with all requirements set forth in Article 9 of the Master Lease, including, without limitation, providing
both the Master Landlord and Sublandlord with (x) copies of all required architectural and engineering plans and specifications plans,
(y) names of all contractors or mechanics, and (z) copies of all necessary permits and licenses, certificates of insurance and
such other documents in the form reasonably requested by the Master Landlord in order in to obtain the final prior written consent of
both Master Landlord and Sublandlord before the Subtenant can perform the Sublandlord Conditionally Approved Alterations.
-2-
2.2.5. Commencement
Date; Early Access. The Sublease Term shall commence on the latest to occur of the following: (a) June 1, 2026, (b) receipt
of the Consent (as defined in Section 2.3 below), and (c) Sublandlord’s delivery of possession of the Sublease
Premises to Subtenant in the Delivery Condition (the “Commencement Date”). Beginning on the date that Sublandlord has
obtained the Consent (as defined in Section 2.3 below) until the Commencement Date (the “Early Occupancy Period”),
Subtenant shall have the right to access and move-into the Sublease Premises and prepare the same for occupancy, including but not limited
to installing furniture, fixtures, equipment, and cabling, and beneficially occupy the Sublease Premises and begin business operations;
provided, during such Early Occupancy Period, Subtenant shall otherwise comply with all of the terms and conditions of this Sublease (excluding
the obligation to pay any Rent).
2.3 Approval
of Master Landlord. Sublandlord and Subtenant acknowledge that the effectiveness of this Sublease is subject to Master Landlord’s
prior written approval as required by the terms of the Master Lease (the “Consent”). Sublandlord will use commercially
reasonable efforts to obtain the Consent, the form of which shall be reasonably acceptable to each of Sublandlord and Subtenant. In the
event that the Consent is not obtained within sixty (60) days following the Effective Date, then either party hereto may terminate this
Sublease by providing written notice thereof to the other party, this Sublease shall be deemed null and void and neither Sublandlord nor
Subtenant shall have any liability or obligations to the other hereunder, provided that Sublandlord promptly shall return to Subtenant
any prepaid rent or other sums paid to Sublandlord and the Letter of Credit shall be terminated.
2.4 Use
of the Sublease Premises. Subtenant’s use of the Sublease Premises shall comply with the terms and conditions of the
Master Lease, including, without limitation, the provisions of Section 1.1(12) (Tenant’s Use of the Premises) of the
Original Master Lease and the Laboratory Rules and Regulations set forth on Exhibit C-1 to the Master Lease.
ARTICLE 3
- BASE SUBLEASE RENT AND OTHER AMOUNTS
3.1 Rental
Covenant. Subtenant covenants and agrees to pay the Rent (as defined in Section 3.4 below), to Sublandlord during
the Sublease Term and any holdover period.
3.2 Base
Sublease Rent. Beginning on the Commencement Date (hereinafter defined), and continuing on the first (1st)
day of each month thereafter through the Sublease Expiration Date, Subtenant shall pay to Sublandlord, in advance, without notice or demand,
and without any set- off, counterclaim, abatement or deduction whatsoever, except as may be expressly set forth in this Sublease, in lawful
money of the United States, by wire transfer of funds to Sublandlord, base Sublease rental (“Base Sublease Rent”) at
a rate as set forth in the table below.
For Suite 200
Lease Year
Base Rent Rate
($/PSF/Month)
Monthly Base Rent
1*
$ 3.04
$ 38,111.91
2
$ 3.13
$ 39,255.26
3
$ 3.22
$ 40,432.92
4
$ 3.32
$ 41,645.91
*Notwithstanding the foregoing, Monthly Base Rent for the period from the Commencement Date through the last day of the third (3rd) full calendar month following the Commencement Date (the “Abatement Period”) shall be abated.
-3-
Base Sublease Rent for any partial month shall
be prorated in the proportion that the number of days this Sublease is in effect during such month bears to thirty (30), per Section 3.4
below.
As used herein, the term “Lease Month”
shall mean each calendar month during the Sublease Term following the Commencement Date. As used herein, the term “Lease Year”
shall, for the first Lease Year, mean the twelve month period beginning on the first day of the first month following the Commencement
Date (unless the Commencement Date is the first day of a calendar month in which case beginning on the Commencement Date), and each subsequent
twelve month, or shorter, period until the Sublease Expiration Date.
3.3 Master
Lease Rent Adjustments.
3.3.1. Subtenant’s
Pro Rata Share. During the Sublease Term and effective as of the Commencement Date, Subtenant shall pay to Sublandlord, as additional
rent, the percentage of all Rent Adjustments for the Sublease Premises set forth below (“Subtenant’s Pro Rata Share”)
with respect to Operating Expenses and Taxes (as such terms are defined in the Master Lease), including Subtenant’s Pro Rata Share
of all Rent Adjustment Deposits (as defined in the Master Lease) and all other amounts (other than Monthly Base Rent, as defined in Master
Lease) required to be paid by Sublandlord to Master Landlord from time to time under the Master Lease that accrue during the Sublease
Term with respect to the Sublease Premises, including (without limitation) any overtime or excess service charges (for overtime and excess
services requested by, and provided to, Subtenant for the Sublease Premises) and late charges, damages, interest and other costs and expenses
related to Subtenant’s failure to perform any of its obligations under this Sublease incorporated from the Master Lease (but excluding
any late charges, damages interest and other costs incurred as the result of Sublandlord’s failure to timely perform its obligations
under the Master Lease if and to the extent not caused by Subtenant). Subtenant’s Pro Rata Share for the Sublease Premises shall
be:
(i) For Suite 200: 11.19% (i.e.,12,543/112,088)
-4-
Subtenant shall pay the amounts referred to in
this Section 3.3 (the “Master Lease Additional Rent”) as provided in Section 3.4 below or otherwise
within ten (10) business days after receipt of written notice of the amount due (and if such amount is a regularly recurring amount,
only one such notice shall be required for all such regularly recurring amounts due during the period specified in such notice) (“Sublandlord’s
Statement”). In the event that as a result of any examination conducted pursuant to Section 4.3 of the Master Lease,
there is an adjustment to Operating Expenses and/or Taxes for any calendar year during the Sublease Term with respect to the Sublease
Premises, the amounts payable by Subtenant under this Section 3.3 shall be equitably adjusted by Sublandlord to reflect the
same; provided, however, that any such adjustment resulting in a payment to Subtenant shall be reduced by a reasonable share of all out-of-pocket
expenses actually incurred by Sublandlord in connection with any such examination, as reasonably determined by Sublandlord; provided,
however, such out-of-pocket expenses incurred by Sublandlord shall factor into consideration any reimbursement of costs of such examination
made by Master Landlord to Sublandlord pursuant to Section 4.3. Sublandlord shall provide to Subtenant along with Sublandlord’s
Statement all information provided by Sublandlord and Master Landlord evidencing the Operating Expenses and Taxes due under the Master
Lease. If Sublandlord desires to conduct an audit itself of Master Landlord’s books and records as to the Landlord Statement (as
defined in the Master Lease), Sublandlord shall deliver notice to Subtenant before the date that is fourteen (14) days prior to the last
day that Sublandlord may examine the same under Section 4.3 of the Master Lease, and Sublandlord shall make the information
received during such audit available to Subtenant. If Sublandlord has not delivered the foregoing notice and Subtenant desires that Sublandlord
conduct an examination of Operating Expenses and Taxes pursuant to Section 4.3 of the Master Lease, Subtenant shall notify
Sublandlord thereof at least five (5) days prior to the last day that Sublandlord may examine the same under such section, which
notice shall specify the name of an accountant meeting the requirements of such section (“Subtenant’s Accountant”)
that it wishes for Sublandlord to use to conduct such examination. Promptly upon receipt of such notice, Sublandlord shall notify Master
Landlord that Sublandlord desires to examine Master Landlord’s books and records as to the Landlord Statement (as defined in the
Master Lease) in question and shall arrange to have Subtenant’s Accountant conduct the examination. If Subtenant continues to object
to the Landlord Statement following completion of the audit, at least five (5) days prior to the date that Sublandlord must object
to the Master Landlord’s statement under Section 4.3 of the Master Lease, Subtenant shall notify Sublandlord that it
wishes for Sublandlord to object to the Landlord Statement, specifying the nature of the items in dispute, and promptly upon receipt of
such notice Sublandlord shall make such objection. Subtenant shall indemnify, defend and hold harmless Sublandlord from and against any
and all losses, costs, claims and liabilities arising out of Subtenant’s exercise of its rights with respect to reviewing Operating
Expenses and Taxes under this Section 3.3.
3.4 Payment
of Rent. Base Sublease Rent and Master Lease Additional Rent shall be payable in advance in monthly installments commencing
on the Commencement Date (subject to the Abatement Period) and continuing on the first (1st) day of each month thereafter for
the balance of the Sublease Term. Each of Base Sublease Base Rent and Master Lease Additional Rent shall be prorated for any partial month
occurring during the Sublease Term based on a 30-day month. Base Sublease Rent, Master Lease Additional Rent, and all other amounts due
from Subtenant to Sublandlord hereunder (collectively, “Rent”) shall be made payable by Subtenant to Sublandlord and
addressed to Sublandlord at:
Account Number: [***]
Account Name: [***]
Bank Name: [***]
Routing/Wiring: [***]
-5-
3.5 Late
Payments. Amounts due by Subtenant to Sublandlord, in accordance with the foregoing, which are not paid when due shall be subject
to interest and late charge as set forth the Master Lease.
3.6 Optional
Building Services. At Subtenant’s option, Sublandlord shall also provide Subtenant during the Term with the building
services listed on Schedule 3.6-2 (collectively, the “Optional Building Services”). In the event Subtenant elects to
obtain the Optional Building Services described on Schedule 3.6, then Subtenant shall pay for the Optional Building Services at
the reasonable rate charged by Sublandlord for the same, which rates may be reasonably modified from time to time during the Sublease
Term (collectively, the “Optional Building Services Fees”), or, in the case of any services not provided by Sublandlord,
the Optional Building Service Fees shall be Subtenant’s Pro Rata Share of such cost. Subtenant shall pay Sublandlord the Optional
Building Services Fees in advance on a monthly basis, as determined by Sublandlord, on the first day of each calendar month thereafter
during any period of the Sublease Term in which the Option Building Services are requested by Subtenant and actually provided by Sublandlord,
or at Sublandlord’s option, in arrears within ten (10) days after receipt of written notice of the amount due and associated
support documentation (a “Optional Building Services Statement”). If both Sublandlord and Subtenant shall request the
same Option Building Services, then each party shall pay its pro rata share of the Optional Building Services Fees. Sublandlord shall
enforce its rights under the Master Lease to cause Master Landlord to maintain books and records showing Optional Building Services Fees
in accordance with sound accounting and management practices, consistently applied. Subtenant or its representative shall have the right,
for a period of sixty (60) days following the date upon which an Optional Building Services Statement is delivered to Subtenant, to examine
Master Landlord’s and Sublandlord’s books and records with respect to the Optional Building Services items in an Optional
Building Services Statement during normal business hours, upon written notice, delivered at least five (5) business days in advance.
Promptly upon receipt of such notice, Sublandlord shall notify Master Landlord that it desires to examine Master Landlord’s books
and records as to the Optional Building Services Statement in question and shall arrange to have Subtenant conduct the examination. If
Subtenant does not object in writing to an Optional Building Services Statement within ninety (90) days of Subtenant’s receipt of
the Optional Building Services Statement, specifying the nature of the item in dispute and the reasons therefor, then an Optional Building
Services Statement shall be considered final and accepted by Subtenant and Subtenant shall be deemed to have waived its right to dispute
an Optional Building Services Statement. If Subtenant does dispute an Optional Building Services Statement, Subtenant shall deliver a
copy of any documentation in support of such dispute to Sublandlord at the time of notification of the dispute. Any amount due to Sublandlord
as shown on an Optional Building Services Statement, whether or not disputed by Subtenant as provided herein shall be paid by Subtenant
when due as provided above, without prejudice to any such written exception. Upon resolution of any dispute with respect to an Optional
Building Services Fee and/or an Optional Building Services Statement, Subtenant shall either pay Sublandlord any shortfall or Sublandlord
shall provide a credit to Subtenant against the Base Sublease Rent next due in the amount of any overages paid by Subtenant.
-6-
ARTICLE 4 - OTHER
AGREEMENTS OF THE PARTIES
4.1 Master
Lease Provisions Binding on Subtenant. (a) Subject to the terms of Section 4.1(b) below, all of the terms,
conditions, and provisions contained in the Master Lease are incorporated herein as terms and conditions of this Sublease. This
Sublease is and shall be at all times subject and subordinate to the Master Lease. Subtenant acknowledges that Subtenant has reviewed
and is familiar with all of the terms, agreements, covenants and conditions of the Master Lease (to the extent the same has not been redacted).
Subtenant shall not commit or permit to be committed any act or omission which shall violate any term or condition of the Master Lease.
Additionally, Subtenant’s rights under this Sublease shall be subject to the terms of the Consent. Subtenant shall take the Sublease
Premises subject to and be bound by all of the provisions of the Master Lease, and during the Sublease Term and for all periods subsequent
thereto with respect to obligations which have arisen prior to the termination of this Sublease, shall, subject to the terms of Section 4.1(b) below,
comply with and shall be obligated to perform all of Sublandlord’s obligations, duties and liabilities in, under and with respect
to the Master Lease as incorporated herein, and, subject to the waiver of subrogation clause incorporated by reference herein from the
Master Lease, shall indemnify, and protect, defend and hold Sublandlord harmless, from and against all actions, claims, demands, liability,
costs and expenses including without limitation, reasonable attorneys’ fees and expenses for the defense thereof, arising in connection
therewith, except to the extent arising specifically from acts, omissions or the negligence of Sublandlord, its agents, employees or contractors.
Notwithstanding the foregoing, Subtenant’s indemnification obligations referenced above shall not apply or extend to the extent
of any obligations, duties or liabilities which arise out of or relate to any willful misconduct or gross negligence of Sublandlord, its
agents, employees or contractors or any acts by Sublandlord prior to the applicable Delivery Date.
(b) In
addition to the obligations of Subtenant under the terms of this Sublease as set forth in the other paragraphs of this Sublease (and except
as otherwise expressly provided to the contrary in this Sublease), Subtenant shall also have and perform for the benefit of Sublandlord
all obligations of the “Tenant” as are set forth in the Master Lease as incorporated into this Sublease, which are hereby
incorporated into this Sublease as though set forth herein in full, substituting “Subtenant” wherever the term “Tenant”
appears, “Sublandlord” wherever the term “Landlord” appears, “Base Sublease Rent” wherever the term
“Base Rent” appears, and “Sublease Term” wherever the term “Term” or “Lease Term” appears,
“Sublease Premises” wherever the term “Premises” appears, “Sublease Expiration Date” wherever the
term “Expiration Date” appears, and “Subtenant’s Pro Rata Share” wherever the term “Tenant’s
Share” appears; provided, however, that Subtenant’s obligations under the Master Lease shall be limited to obligations first
arising during the Sublease Term or any subsequent period in which Subtenant is occupying the Sublease Premises. Notwithstanding the foregoing,
the following provisions of the Master Lease shall not apply to this Sublease:
· Sections 1.1(2), 1.1(3), 1.1(4),
1.1(5), 1.1(6), 1.1(7), 1.1(8), 1.1(9), 1.1(10), 1.1(11), 1.1(14), 1.2
(as to the definitions of “Commencement Date”, “Early Possession Date”, “Expiration Date,” “Landlord
Work,” “Landlord Improvements,” “Monthly Base Rent,” “Premises,” “Rentable Area of the
Premises,” “Tenant Alterations (as to the references to “Landlord Work” and “Tenant Work” only), “Tenant
Delay,” “Term,” “Termination Date,” and “Work Letter”), 2.1, 2.2, 2.3,
2.4, 2.6, 3, 4.2 and 4.3 (subject, however to Subtenant’s rights under Section 3.3.1 above),
5, 7.1(b), 10 (except as provided in Section 4.7 below), 11.1(i), 13, 22, 24
and 26.17 and Exhibits A, B, and B-1, and Riders 1 and 2 (except for signage rights subject
to Master Landlord’s consent pursuant to Section 3 of Rider 2) of the Original Master Lease.
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· The First Amendment and that certain Letter Agreement
dated June 30, 2016.
References in the following provisions of the
Master Lease, as incorporated into this Sublease, to “Landlord” shall mean “Master Landlord” only or Master Landlord
and Sublandlord, as indicated:
· Sections 1.1(2), 1.2 (the reference
to Landlord in the definition of “Operating Expenses,” “Rent Adjustment Deposit,” “Taxes,” and “Tenant
Alterations”), 2.5 (except to the extent provided in Section 4.12 below), 4.1(d), 6.1, 6.2,
6.3, 6.5, 6.6, 7.1(c), 7.2 (includes Sublandlord), 8.1, 8.2 (the fifth sentence only),
13, 14, 15, 16.3, 18.1, 18.2, 19, 26.9 and 26.11 of the Original Lease.
In Sections 17.1 and 17.2
of the Master Lease, the term “Indemnitees” shall include Sublandlord and its shareholders, directors, officers, agents and
employees.
Whenever any period for notice from “Tenant”
to “Landlord” is specified under the Master Lease, or any period within which “Tenant” is required to do anything
under the Master Lease, the period applicable to Subtenant’s obligation to give such notice to Sublandlord or to perform under this
Sublease shall be two (2) days shorter than the corresponding period applicable to “Tenant” under the Master Lease (so
that Sublandlord shall always have at least two (2) days within which to give its own notice or performance to Master Landlord).
Further, wherever any period for notice from “Landlord” to “Tenant” is specified under the Master Lease, Sublandlord
shall have an additional period of at least two (2) days within which to give notice to Subtenant under this Sublease. In the event
of a conflict between the express provisions of this Sublease and the provisions of the Master Lease as incorporated herein, as between
Sublandlord and Subtenant, the provisions of this Sublease shall control.
4.2 Master
Landlord’s Obligations. Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements
and/or obligations of Master Landlord under the Master Lease except as specifically set forth herein, and, insofar as any of the covenants,
agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by “Landlord” thereunder,
Subtenant acknowledges and agrees that Sublandlord shall look to Master Landlord for such performance. In addition, Sublandlord shall
have no obligation to perform any repairs required of Master Landlord under the Master Lease, nor shall any representations or warranties
made by Master Landlord under the Master Lease be deemed to have been made by Sublandlord. Except to the extent caused by Sublandlord’s
gross negligence or willful misconduct or breach of this Sublease, Sublandlord shall not be responsible for any failure or interruption,
for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Master Landlord or
by utility providers. Notwithstanding the foregoing, Sublandlord shall use good faith efforts, under the circumstances, to secure such
performance upon Subtenant’s request to Sublandlord to do so. Sublandlord shall perform or cause to be performed all of its obligations
under the Master Lease as incorporated into this Sublease to the extent not the obligation of Subtenant assumed under this Sublease. Notwithstanding
anything to the contrary set forth in this Sublease, Subtenant shall be entitled to an equitable pro rata share of any rent reduction,
abatement or credit received by Sublandlord pursuant to the Master Lease if and to the extent the same relates to a condition or occurrence
that affects the Sublease Premises, Subtenant’s occupancy thereof, or Subtenant’s access or use of the Building.
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4.3 Insurance
and Waiver of Claims. Without limiting the generality of the terms of Section 4.1 above, Subtenant shall obtain and
keep in full force and effect at all times during the Sublease Term all of the liability and property insurance coverages required to
be maintained by “Tenant” under the Master Lease with regard to the Sublease Premises. Sublandlord shall obtain and keep in
full force and effect at all times during the Sublease Term, as applicable, all of the liability and property insurance coverages required
to be maintained by Sublandlord under the Master Lease. Where the Master Lease requires that Master Landlord be named as an additional
insured on the policies required thereunder, Subtenant shall name Sublandlord and Master Landlord as additional insureds under such policies.
Notwithstanding anything to the contrary contained herein, Sublandlord and Subtenant hereby waive and release, all claims against each
other, and against the agents, employees and contractors of each other, for any loss or damage sustained by each other to the extent such
claims are insured against under any standard broad form property policy, or other property policies maintained by Sublandlord or Subtenant,
or required to be maintained by Sublandlord or Subtenant under this Sublease, or which would normally be covered by all-risk property
insurance, regardless of whether such policy is in effect at the time of the loss and without regard to the negligence or willful misconduct
of the entity so released.
4.4 Furniture.
As of the Delivery Date and throughout the duration of the Sublease Term, Subtenant shall have the right to use the furniture described
in Schedule 4.4 attached hereto currently located in the Sublease Premises (the “Furniture”). Subtenant acknowledges
and agrees that Sublandlord has made no representations or warranties, express, implied or otherwise, regarding the condition or working
order of the Furniture. Subtenant confirms that it has had the reasonable opportunity to inventory and inspect the Furniture and hereby
represents that (i) it accepts the Furniture “AS IS AND WITH ALL FAULTS”, and (ii) it is satisfied that all items
of Furniture listed on Schedule 4.4 attached hereto are currently located within the Sublease Premises and are hereby accepted
by Subtenant, subject to and in accordance with the terms of this Section 4.4. Notwithstanding the foregoing, provided this
Sublease has not terminated prior to the Sublease Expiration Date, then upon the termination of this Sublease, Subtenant shall purchase
the Furniture for One Dollar ($1.00) pursuant to a bill of sale attached hereto as Exhibit E and it shall become the
property of Subtenant, and Subtenant shall accept the same in its “AS IS, WHERE IS” condition, without representation or warranty
whatsoever. Notwithstanding the foregoing, Sublandlord represents and warrants to Subtenant that (i) Sublandlord owns the Furniture
free and clear of any liens and encumbrances, and (ii) Sublandlord has full power and authority to permit Subtenant to use the Furniture
and to convey title to the Furniture to Subtenant.
4.5 Condition
of the Sublease Premises. Except as otherwise provided in Section 2.2.4. or any other provision herein, Subtenant agrees
that it is taking the Sublease Premises in an “AS IS” condition and without any representations or warranties of Sublandlord
of any kind or nature whatsoever except as specifically provided in this Sublease. By taking possession of the Sublease Premises, Subtenant
acknowledges that the Sublease Premises are in a tenantable and good condition.
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4.6 Security
Deposit. On or before the Delivery Date, Subtenant shall deliver to Sublandlord a Security Deposit in the amount of Fifty Thousand
and 00/100 ($50,000.00) as security for the faithful performance by Subtenant of all the terms, covenants, and conditions of this Sublease
to be kept and performed by Subtenant during the Sublease Term. If a Sublease Event of Default exists, Sublandlord may use, apply or retain
all or any portion of the Security Deposit for the payment of any past due sum or for the payment of any other sum to which Sublandlord
may become obligated by reason of Subtenant’s breach, or to compensate Sublandlord for any loss or damage which Sublandlord may
suffer thereby. If Sublandlord so uses or applies all or any portion of the Security Deposit, Subtenant shall within thirty (30) days
after written demand therefor deposit cash with Sublandlord in an amount sufficient to restore the Security Deposit to the full amount
thereof and Subtenant’s failure to do so shall be a material breach of this Sublease. If Subtenant performs all of Subtenant’s
obligations hereunder, the Security Deposit, or so much thereof as has not theretofore been applied by Sublandlord, shall be returned,
without interest, to Subtenant (or, at Sublandlord’s option, to the last assignee, if any, of Subtenant’s interest hereunder)
within sixty (60) days following the later to occur of (a) the expiration of the Term, and (b) Subtenant’s vacation from
the Sublease Premises and completion of all removal, repair and restoration obligations. No trust relationship is created herein between
Sublandlord and Subtenant with respect to the Security Deposit. Sublandlord shall not be required to keep the Security Deposit separate
from its other accounts. Subtenant hereby waives any and all rights under and the benefits of Section 1950.7 of the California Civil
Code, and all other provisions of law now in force or that become in force after the date of execution of this Sublease, that provide
that Sublandlord may claim from a security deposit only those sums reasonably necessary to remedy any failure to timely pay Rent, to repair
damage caused by Subtenant, or to clean the Sublease Premises.
4.7 Assignment
and Subletting. The terms and provisions of the Master Lease as incorporated herein with respect to assignment and subletting
shall apply as between Sublandlord and Subtenant as if Sublandlord were “Landlord” and Subtenant were “Tenant”.
Master Landlord shall retain all rights, and Subtenant shall comply with all obligations and conditions, with respect to any assignment
and subletting hereunder as set forth in the Master Lease as incorporated herein. Notwithstanding the foregoing, (i) with Master
Landlord’s consent and with the consent of Sublandlord, which shall not be unreasonably withheld, Subtenant may assign this Sublease
or sublease the Sublease Premises to an “Affiliate” as defined in the Master Lease, (ii) Sublandlord’s consent
shall not be required with respect to any transfer or issuance of equity interests in Subtenant pursuant to a venture capital or similar
financing.
4.8 Right
of Re-entry. Upon twenty four (24) hours written notice (except in the case of an emergency, when no such notice or accompaniment
by a representative of Subtenant shall be required), Sublandlord shall at all reasonable times have the right to enter upon the Sublease
Premises accompanied by a representative of Subtenant, and Subtenant shall make representative available to Sublandlord for Sublandlord
to inspect their condition and to verify Subtenant’s compliance with the terms of this Sublease and, at Sublandlord’s election,
to make reasonable and necessary repairs thereon for the protection and preservation thereof. If repairs impact a critical house system
(e.g., HVAC, power, water, vacuum, compressed dry air, sewer, etc.), Sublandlord will use commercially reasonable efforts to coordinate
the scheduling of such repairs with Subtenant to minimize impact on Subtenant's operations. Notwithstanding anything to the contrary contained
herein, in connection with Sublandlord’s exercise of its rights under this Sublease to enter the Sublease Premises or inspect the
Premises, Sublandlord and Sublandlord’s employees or agents shall adhere to all applicable laws and Subtenant’s reasonable
security, food-safety, and health and safety protocols including, but not limited to, Subtenant’s requirement that a representative
of Subtenant accompany Sublandlord and the parties accessing the Subleased Premises, by, through, or on behalf of Sublandlord shall execute
and deliver to Subtenant the Subtenant’s Nondisclosure Agreement form attached hereto as Schedule 4.8.
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4.9 Signage.
Subject to Master Landlord’s approval as set forth in the Master Lease and compliance with applicable laws, Subtenant may install,
at Subtenant’s sole cost, building and lobby signage permitted under and subject to the Master Lease. Sublandlord, at Subtenant’s
direction, shall request that Master Landlord review and approve, if applicable, Subtenant’s request to install any building and
lobby signage permitted hereunder and under and subject to the Master Lease.
4.10 Default
by Subtenant; Indemnification. Notwithstanding anything to the contrary contained in the Master Lease, (i) failure of Subtenant
to pay Rent or any other amount payable by Subtenant pursuant to the terms and conditions of this Sublease within five (5) days after
written notice of nonpayment is delivered to Subtenant in accordance with the terms and conditions of this Sublease (which notice shall
be provided no earlier than the date any payment is due), shall be a “Monetary Default” by Subtenant hereunder, and
(ii) if Sublandlord delivers to Subtenant a written notice of Monetary Default as referenced above, then, if two (2) subsequent
Monetary Defaults by Subtenant hereunder occurs within a period of twelve (12) months thereafter, such subsequent Monetary Default shall
constitute a Sublease Event of Default without the necessity of Sublandlord providing any further written notice of nonpayment. Upon (a) the
failure of Subtenant to comply with any other provisions of this Sublease or the occurrence of any other event which constitutes a default
under this Sublease, in each case beyond any applicable notice and/or cure period not to exceed thirty (30) days; provided, however, such
thirty (30) day period shall be extended for a reasonable period of time if such failure cannot reasonably be cured within such thirty
(30) day period, but Subtenant has commenced such cure and diligently pursues such cure to completion, or (b) a Monetary Default
of Subtenant (each a “Sublease Event of Default”), Sublandlord shall be entitled to all the same rights and remedies
against Subtenant on account of such Sublease Event of Default by Subtenant under this Sublease as are granted in the Master Lease to
Master Landlord against Tenant on account of an Event of Default by Tenant under the Master Lease. In addition to, and not in limitation
of, the indemnification obligations set forth in the Master Lease, Subtenant shall indemnify, defend and hold Sublandlord and Master Landlord
harmless from and against all liability, damages, claims, costs and expenses, including reasonable attorneys’ fees incurred in connection
therewith, arising out of a Sublease Event of Default. So long as (1) this Sublease is in full force and effect and (2) Sublandlord
is not otherwise entitled pursuant to this Sublease, Sublandlord shall not cause the Master Lease to be cancelled, terminated, forfeited,
modified or surrendered without the express written consent of Subtenant (other than in connection with a casualty or condemnation where
Sublandlord is permitted to terminate the Master Lease in accordance with the terms thereof). Subject to the terms of the Consent, if
the Master Lease terminates or is terminated for any reason whatsoever, then this Sublease shall terminate simultaneously therewith, provided
however, that if the Master Lease terminates as a result of a default or breach by Sublandlord or Subtenant under this Sublease and/or
the Master Lease, then the defaulting party shall be liable to the non-defaulting party for the damages suffered as a result of such termination,
subject to the limitations set forth in Section 5.14 below.
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4.11 Holding
Over. If Subtenant (directly or through any transferee or other successor- in-interest of Subtenant) remains in possession of
all or any part of the Sublease Premises after the Sublease Expiration Date or earlier termination of this Sublease, such holding over,
in the absence of an express written agreement to the contrary, shall be on the basis of a tenancy at the sufferance of Sublandlord. In
such event, Subtenant shall continue to comply with all of the terms, conditions and covenants of this Sublease as though the Sublease
Term had continued, except that such tenancy at sufferance shall be terminable on thirty (30) days notice by Sublandlord at any time and
Rent shall be paid for each month (or portion thereof) during which Subtenant holds over in the Sublease Premises after the expiration
or earlier termination of this Sublease, in an amount equal to 150% of the monthly Base Sublease Rent due under this Sublease, plus all
other amounts that would otherwise have been payable as Additional Rent had the Sublease Term continued through the period of such holding
over. If Subtenant fails to surrender the Sublease Premises on the Sublease Expiration Date or earlier termination of this Sublease, in
addition to any other liabilities to Sublandlord accruing therefrom, Subtenant shall indemnify and hold Sublandlord harmless from all
loss or liability resulting from such failure, including without limitation any claims of Master Landlord against Sublandlord for failure
to surrender the Sublease Premises at the time and in the manner required under the Master Lease or for violating any term of the Master
Lease; it being agreed that, in the event that both Sublandlord and Subtenant shall hold over, Subtenant’s foregoing indemnification
obligation shall be limited only to Subtenant’s equitable pro rata share of any damages claimed by Master Landlord pursuant to Article 13
of the Master Lease. This indemnification obligation shall survive the expiration or earlier termination of this Sublease. The provisions
of this Section 4.11 are in addition to and do not limit Sublandlord’s rights or Subtenant’s obligations
under this Sublease.
4.12 Parking.
Throughout the Sublease Term, Subtenant shall have the parking rights of Tenant pursuant to Section 2.5 of the Master Lease, which
require that Subtenant lease a minimum of 19 parking stalls in the parking facility serving the Building (the “Parking Facility”)
at the rate charged for the Building per month per space. On or before the Delivery Date, Subtenant shall be required to lease the number
of stalls set forth in the table below, and Subtenant shall pay to Sublandlord together with each monthly payment of Base Rent (or at
such other time as Sublandlord may designate), all amounts Sublandlord is obligated to pay to Master Landlord with respect to Subtenant’s
use of such parking spaces, and otherwise complying with the requirements for use thereof imposed by Master Landlord or any operator of
the Parking Facility. For the avoidance of doubt, Subtenant shall have the right, but not the obligation, to lease, subject to availability
in accordance with the terms and conditions of Section 2.5 of the Master Lease, up to a maximum of 38 parking stalls in the Parking
Facility . Master Landlord warrants and represents that all of the Parking Stalls leased by Subtenant shall be located in the 710 Heinz
Avenue garage or the adjacent surface parking lot.
Suite
RSF
Parking Stalls
Suite 200
12,543
19
4.13 Financials.
Subtenant represents and warrants to Sublandlord that all financial statements previously provided by Subtenant to Sublandlord fairly
present the financial condition of Subtenant as of the date of such financial statements.
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4.14 Alterations.
Subtenant shall not perform any alterations or improvements (“Alterations”) within the Sublease Premises without the
prior consent of Sublandlord (which Sublandlord may withhold in accordance with the terms of the Master Lease incorporated herein), and
Master Landlord. Subtenant may obtain consent for any Alterations in the Sublease Premises from Master Landlord directly if permitted
by Sublandlord, but Sublandlord shall cooperate to make such requests. In addition, Subtenant shall be directly responsible for the work
and the costs associated with any Alterations in the Sublease Premises including fees payable to Master Landlord, and any reasonable costs
incurred by Sublandlord in determining whether to provide its consent. Throughout the Sublease Term, Sublandlord shall provide Subtenant
with reasonable access, with reasonable prior written notice to Sublandlord’s Premises under the Master Lease to lay, install, maintain
and remove data and telecommunications cabling and equipment within building risers, ceilings and interior portions of the Building. Subtenant
will use commercially reasonable efforts to coordinate the scheduling of such repairs with Sublandlord to minimize impact on Sublandlord's
operations. Notwithstanding anything to the contrary contained herein, in connection with Subtenant’s exercise of its rights under
this Sublease to enter the Master Lease Premises, Subtenant and Subtenant’s employees or agents shall adhere to all applicable laws
and Sublandlord’s reasonable security and health and safety protocols. Notwithstanding anything to the contrary contained herein,
it is expressly acknowledged and agreed that Subtenant shall not have any obligation to remove any Alterations that are either existing
in the Sublease Premises prior to the Delivery Date, or which are not required by Master Landlord to be removed.
4.15 Janitorial. Sublandlord
shall have no obligation to provide janitorial services to the Sublease Premises, and Subtenant shall contract directly, and at its sole
cost and expense, with the janitorial company for the Building for such janitorial services or such other janitorial company approved
by Sublandlord. Subject to the Master Landlord’s approval of SBM Janitorial, Sublandlord hereby approves the Subtenant’s use
of SBM Janitorial.
4.16 Utilities. From
and after the Commencement Date, Subtenant shall pay for all electricity and water utilized at the Sublease Premises as reasonably determined
by Sublandlord and such determination shall be made in good faith by Sublandlord and based upon Master Landlord’s estimate of such
utilities (if applicable) or Tenant’s equitable share of such utilities to the extent the same are separately metered to the Premises.
At any time during the Sublease Term, Sublandlord or Subtenant may install separate meters to measure electricity and/or water usage
at the Sublease Premises. Subtenant shall pay such costs within thirty (30) days of receipt of an invoice therefor, or if billed directly
to Subtenant by the utility company, prior to the date such invoice becomes past due.
4.17 Intentionally
deleted.
4.18 Intentionally
deleted.
4.19 Intentionally
deleted.
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4.20 Sublandlord’s
Obligations. Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations
of Master Landlord under the Master Lease except as incorporated herein, and, insofar as any of the covenants, agreements and obligations
of Sublandlord hereunder are required to be performed under the Master by “Landlord” thereunder, Subtenant acknowledges and
agrees that Sublandlord shall look to Master Landlord for such performance. In addition, Sublandlord shall have no obligation to perform
any repairs required of Master Landlord under the Master Lease, nor shall any representations or warranties made by Master Landlord under
the Master Lease be deemed to have been made by Sublandlord. Except to the extent caused by Sublandlord’s gross negligence or willful
misconduct or breach of this Sublease, Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever,
of the services or facilities that may be appurtenant to or supplied at the Building by Sublandlord. Notwithstanding the foregoing, Sublandlord
shall use good faith efforts, under the circumstances, to secure such performance upon Subtenant’s request to Sublandlord to do
so. Sublandlord shall perform or cause to be performed all of its obligations under the Master Lease to the extent not the obligation
of Subtenant assumed under this Sublease.
ARTICLE 5 - MISCELLANEOUS
5.1 Notices.
All notices, demands, consents, or other instruments or communications provided for under this Sublease, or otherwise given under or in
connection with this Sublease, shall be in writing, shall be signed by or on behalf of the party giving the same, and shall be deemed
properly given and received when the same is actually received or refused if a copy thereof, addressed to the recipient at the address
set forth below, is delivered personally, by messenger service, by a nationally-recognized commercial overnight courier service such as
Federal Express, or by certified or registered mail, return receipt requested. All such notices shall be delivered or sent with transmission,
postage, and/or delivery charges paid, to the address of the intended recipient set forth below or such other address as such party may
designate by written notice given to the other party in accordance with the terms set forth in this Section 5.1.
All notices to Sublandlord
shall be addressed to Sublandlord at the following address:
Chinook Therapeutics, Inc.
One Health Plaza
East Hanover, NJ 07936
Attention: General Counsel
With a copies to:
Novartis Pharmaceuticals Corporation
One Health Plaza
East Hanover, New Jersey 07936-1080
Attention: James V. O’Meara
and
Windels Marx Marx Lane & Mittendorf, LLP
180 Park Avenue
Florham Park, New Jersey 07932-1054
Attention: Thomas P. Rohan, Esq.
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All notices to Subtenant shall
be addressed to Subtenant at the following address:
Rigetti & Co, LLC
775 Heinz Ave
Berkeley, CA 94710
Attention: Legal
With a Copy to: [***]
5.2 No
Implied Waiver. No failure by either party to insist upon the strict performance of any term, covenant or agreement contained
in this Sublease, no failure by either party to exercise any right or remedy under this Sublease, and no acceptance of full or partial
payment during the continuance of any default by Subtenant, shall constitute a waiver of any such term, covenant or agreement, or a waiver
of any such right or remedy, or a waiver of any such default by Subtenant.
5.3 Entire
Agreement - No Representation. This Sublease and all exhibits referred to herein, constitute the final and complete expression
of the parties’ agreements with respect to the subject matter hereof. Each party agrees that it has not relied upon or regarded
as binding any prior agreements, negotiations, representations, or understandings, whether oral or written, except as expressly set forth
herein. Sublandlord and Subtenant acknowledge and agree that, except as otherwise may be specifically provided for herein, neither party
has made any representations, warranties, or agreements to or on behalf of the other party as to any matter concerning the Sublease Premises
or this Sublease.
5.4 Rights
to Cure. If Subtenant fails to perform any of its obligations under this Sublease after expiration of applicable notice, grace
or cure periods, then Sublandlord may, but shall not be obligated to, perform any such obligations for Subtenant’s account. All
costs and expenses reasonably incurred by Sublandlord in performing any such act for the account of Subtenant shall be deemed Rent payable
by Subtenant to Sublandlord upon demand, together with interest thereon at the lesser of (i) twelve percent (12%) per annum or (ii) the
maximum rate allowable under law from the date of the expenditure until repaid. If Sublandlord undertakes to perform any of Subtenant’s
obligations for the account of Subtenant pursuant hereto, the taking of such action shall not constitute a waiver of any of Sublandlord’s
remedies. If Sublandlord fails to perform any of its obligations under this Sublease, or the Master Lease after expiration of applicable
notice, grace or cure periods provided thereunder, which obligations are not the obligations of Subtenant under this Sublease, then, with
the consent of the Master Landlord and Sublandlord, Subtenant may, but shall not be obligated to, perform any such obligations for Sublandlord’s
account. Sublandlord shall promptly reimburse Subtenant for all costs and expenses reasonably incurred by Subtenant in performing any
such act for the account of Sublandlord, together with interest thereon at the lesser of (i) twelve percent (12%) per annum or (ii) the
maximum rate allowable under law from the date of the expenditure until repaid. If Subtenant undertakes to perform any of Sublandlord’s
obligations for the account of Sublandlord pursuant hereto, the taking of such action shall not constitute a waiver of any of Subtenant’s
remedies.
5.5 Modifications
in Writing; Consents. No amendments or modifications of this Sublease, and no approvals, consents or waivers by Sublandlord under
this Sublease, shall be valid or binding unless in writing and executed by the party to be bound thereby. In any instance when Sublandlord’s
consent or approval is required under this Sublease, Sublandlord’s refusal to consent to or approve any matter or thing shall be
deemed reasonable if, among other matters, such consent or approval is required under the provisions of the Master Lease incorporated
herein by reference but has not been obtained from Master Landlord.
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5.6 Severability.
If any provision of this Sublease shall be invalid, illegal or unenforceable it shall not affect or impair the validity, legality or enforceability
of any other provision of this Sublease, and there shall be substituted for the affected provision, a valid and enforceable provision
as similar as possible to the affected provision.
5.7 Binding
Effect. This Sublease shall extend to and be binding upon the heirs, personal representatives, successors and assigns of the respective
parties hereto.
5.8 Survival
of Provisions. Notwithstanding any termination of this Sublease, the same shall continue in full force and effect as to any provisions
hereof which require observance or performance by Subtenant subsequent to termination and as to any provisions which required performance
by Subtenant prior to such termination but which Subtenant failed to perform at such time.
5.9 Applicable
Law. This Sublease shall be interpreted and enforced according to the laws of the State of California.
5.10 Counterparts,
Execution. This Sublease may be executed in counterparts and, when counterparts of this Sublease have been executed and delivered
by all of the parties hereto, this Sublease shall be fully binding and effective, just as if all of the parties hereto had executed and
delivered a single counterpart hereof. Without limiting the manner in which execution of this Sublease may otherwise be effected hereunder,
execution by any party may be effected by facsimile or PDF transmission of a signature page hereof executed by such party. If any
party effects execution in such manner, such party shall also promptly deliver to the other parties the counterpart physically signed
by such party, but the failure of any such party to do so shall not invalidate the execution hereof effected by facsimile or PDF transmission.
5.11 Attorneys’
Fees. The provisions of Section 11.3 (Attorneys’ Fees) of the Original Master Lease are hereby incorporated
by reference.
5.12 Accord
and Satisfaction. No payment by Subtenant or receipt by Sublandlord of a lesser amount than the rent and other charges herein
stipulated shall be deemed to be other than on account of the earliest stipulated rent or other charge, nor shall any endorsement or statement
on any check or any letter accompanying a check or payment as rent or other charges be deemed an accord or satisfaction. Sublandlord may
accept such check or payment without charge or pursue any other remedy in this Sublease.
5.13 Brokers’
Commissions. Each party represents and warrants to the other that it has taken no act nor permitted any act to be taken pursuant
to which it or the other party hereto might incur any claim for brokerage commissions or finder’s fees in connection with the execution
of this Sublease other than CRESA (Matt Elmquist) representing Subtenant. Sublandlord shall pay CRESA (Matt Elmquist) pursuant to the
terms and conditions of a separate written agreement between Sublandlord and CRESA Global, Inc. and Subtenant shall have no obligation
or liability related thereto. Each party agrees to indemnify, defend and hold the other harmless against all liabilities and costs arising
from a breach of such representation and warranty, including, without limitation, for attorneys’ fees and costs in connection therewith.
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5.14 Limitation
of Liability. Except in connection with fraud or willful misconduct, in no event shall Sublandlord or its stockholders, principals,
officers, directors, employees, lenders, or agents be liable to Subtenant for any lost profit, damage to or loss of business or any form
of special, indirect or consequential damage. Except in connection with fraud or willful misconduct or as otherwise expressly set forth
in Section 4.11 above, in no event shall Subtenant or its stockholders, principals, officers, directors, employees, or agents
be liable to Sublandlord for any lost profit, damage to or loss of business or any form of special, indirect or consequential damage except
in the event that Subtenant holds over in possession of the Sublease Premises after the Sublease Expiration Date.
5.15 CASp;
Required Accessibility Disclosure. Sublandlord hereby advises Subtenant that the Project has not undergone an inspection by a
certified access specialist, and except to the extent expressly set forth in this Lease, Sublandlord shall have no liability or responsibility
to make any repairs or modifications to the Sublease Premises or the Project in order to comply with accessibility standards. The following
disclosure is hereby made pursuant to applicable California law: “A Certified Access Specialist (CASp) can inspect the subject premises
and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state
law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit
the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or
tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp
inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-
related accessibility standards within the premises. [Cal. Civ. Code Section 1938(e)]. Any CASp inspection shall be conducted
in compliance with reasonable rules in effect at the Building with regard to such inspections and shall be subject to Master Landlord’s
prior written consent.
5.16 Confidentiality.
The parties agree that they shall not, without the other party’s prior written consent, which consent may be withheld by a party
in its sole and absolute discretion, use the names, characters, artwork, designs, trade names, copyrighted materials, trademarks or service
marks (collectively, “Name/Logo”) of the other party or its parent, affiliated or subsidiary companies, employees,
directors, shareholders, assigns, successors or licensees (a) in any advertising, publicity or promotion or (b) in any manner
other than expressly in accordance with this Sublease. Furthermore, each party hereto acknowledges that the content of this Sublease and
any related documents are confidential information. Each party hereto shall keep such confidential information strictly confidential and
shall not disclose such confidential information to any person or entity other than such party’s financial, legal and space planning
consultants, or its directors, officers, employees, attorneys, accountants, affiliates, lenders, prospective lenders, prospective purchasers,
brokers, and current and potential partners or investors, or to the extent that disclosure is mandated by applicable laws (it being acknowledged
and agreed that such confidential information and this Sublease, any related documents, and the terms and content hereof/thereof may be
disclosed by Subtenant in connection with any SEC filings including, but not limited to, a Form 8-K filing).
5.17 Representations
and Warranties: Sublandlord represents and warrants to Subtenant that: (i) subject to redactions, a true and correct copy
of the Master Lease is attached as Exhibit A and the Master Lease is in full force and effect and there have been no
amendments, modifications or supplements to the Master Lease except as attached as Exhibit A, (ii) Sublandlord
has no knowledge of any claim by Master Landlord that Sublandlord is in default or breach of any of the provisions of the Master Lease,
and (iii) Sublandlord is not in default or breach in any material respect of any of the provisions of the Master Lease.
-17-
Each party hereto represents
to the other that it has the authority and power to enter into this Sublease, to perform its obligations under this Sublease and to complete
the transactions contemplated by this Sublease. Each party hereto represent to the other that it has taken all action necessary to authorize
the execution and delivery of this Sublease and the performance by such party of its obligations under this Sublease. Each party hereto
represent to the other that this Sublease has been duly executed and delivered by such party and constitutes a valid, binding and enforceable
obligation of such party. Except for the Consent, each party represents to the other that it is not required to obtain any consent, approval
or authorization from, or to make any filing with, any person (including any governmental authority) in connection with, or as a condition
to, the execution and delivery of this Sublease or the performance by such party of its obligations under this Sublease.
5.18 Termination
of Master Lease: Sublandlord agrees not to terminate the Master Lease voluntarily, or take any intentional action giving rise
to a termination right under the Master Lease, or modify or waive any provisions under the Master Lease that would conflict with the terms
of this Sublease, or, to the extent that they apply to the Sublease Premises, make any elections, exercise any right or remedy or give
any consent or approval under the Master Lease, without Subtenant’s prior written consent, in Subtenant’s sole and absolute
discretion. Subtenant and Sublandlord will each refrain from any act or omission that would result in the failure or breach of any of
the covenants, provisions or conditions of the Master Lease on the part of the Tenant under the Master Lease; provided that Sublandlord
shall have no liability to Subtenant for the failure of Subtenant to perform its obligations under this Sublease, including those obligations
incorporated from the Master Lease. Notwithstanding anything to the contrary contained herein, Sublandlord shall have the right to terminate
the Master Lease in accordance with the terms of Article 14 - Damage by Fire or Other Casualty and/or Article 15 – Eminent
Domain of the Master Lease, without the Subtenant’s prior written consent.
5.19 Master
Landlord’s Performance: To the extent that the provision of any act with respect to the Sublease Premises or the Building
is the responsibility of the Master Landlord, (collectively, “Master Landlord Obligations”), upon Subtenant’s
request, Sublandlord shall make commercially reasonable efforts to promptly cause Master Landlord to perform such Master Landlord Obligations.
5.20 Building
Access. Subtenant shall have access to the Building and the Premises twenty four (24) hours per day, seven (7) days per week,
subject to full or partial closures which may be required from time to time for construction, maintenance, repairs, actual or threatened
emergency or other events or circumstances which make it reasonably necessary to temporarily restrict or limit access by Master Landlord
pursuant to the Master Lease. Sublandlord shall provide, or cause Master Landlord to provide, to Subtenant (30) access cards or key fobs
for access to the Sublease Premises at no additional cost to Subtenant.
-18-
5.21 Sublandlord
Master Lease Obligations. Sublandlord agrees : (i) not to amend or modify the Master Lease in any way that would (a) discriminate
against Subtenant, (b) increase Subtenant’s obligations hereunder (other than to a de minimis extent such as requiring that
a notice be sent to an additional address), (c) shorten the Sublease Term hereof or decrease or reduce in any way Subtenant’s
rights under this Sublease, except as otherwise expressly provided in Section 5.18 above, or (d) which would otherwise adversely
affect Subtenant’s use or occupancy of the Sublease Premises; (ii) in any instance in which Master Landlord has granted its
consent or approval to any matter or thing, to consent to the same matter or thing, and if Subtenant so requests, to promptly make such
demand and use commercially reasonable efforts to obtain Master Landlord’s consent or approval on Subtenant’s behalf; (iii) to
cause all rent to be paid under the Master Lease as and when due thereunder; and (iv) to observe and perform the other terms, provisions,
covenants and conditions of the Master Lease to be observed and performed by Sublandlord, as the “Tenant”, except and to the
extent that such terms, provisions, covenants and conditions are assumed by Subtenant hereunder. Sublandlord will, to the fullest extent
permissible under applicable law, indemnify, defend, protect and hold harmless Subtenant from and against any and all loss, cost (including
reasonable attorney's fees and costs) damage or liability resulting from Sublandlord’s violation of any of the covenants contained
in the immediately preceding sentence.
5.22 NDA.
Sublandlord shall use reasonable efforts to obtain a “non-disturbance” agreement (the “Master Landlord NDA”) in
form and substance mutually agreeable to Master Landlord, Sublandlord and Subtenant.
5.23 Exhibits.
All Exhibits and Schedules attached to this Sublease are hereby incorporated herein.
List of Exhibits:
Exhibit A – Redacted Copy of Master Lease
Exhibit B – Sublandlord Conditionally Approved
Alterations
Exhibit C – Floor Plan of Sublease Premises
Exhibit D – Intentionally Omitted
Exhibit E – Bill of Sale
Schedule 3.6 – List of Optional Building
Services
Schedule 4.4 – List of Furniture
Schedule 4.8 – Subtenant’s
Nondisclosure Form
[Remainder of Page Intentionally Left Blank]
-19-
IN WITNESS WHEREOF,
the parties hereto have caused this Sublease to be executed the day and year first above written.
SUBLANDLORD: CHINOOK THERAPEUTICS, INC.,
a Delaware corporation
By:
/s/ Robert Zamboldi
Name:
Robert Zamboldi
Title:
Head US Real Estate & Facility Services
SUBTENANT: RIGETTI & CO., LLC, a Delaware limited liability
company
By:
/s/ Subodh Kulkarni
Name:
Subodh Kulkarni
Title:
President & CEO
[Signature Page]
EXHIBIT A
REDACTED COPY OF MASTER LEASE
[ATTACHED]
EXHIBIT B
SUBLANDLORD CONDITIONALLY APPROVED ALTERATIONS
EXHIBIT C
FLOOR PLAN OF SUBLEASE PREMISES
EXHIBIT D
INTENTIONALLY OMITTED
EXHIBIT E
Schedule 1
LIST OF FF&E
SCHEDULE 3.6
LIST OF OPTIONAL BUILDING SERVICES
SCHEDULE 4.4
FURNITURE
SCHEDULE 4.8
SUBTENANT’S NONDISCLOSURE FORM
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