| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 1 of 20 |
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SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (“Sublease”) is entered and effective this 1st day of July, 2021, by DELTA DENTAL OF WASHINGTON, a(n) Washington nonprofit corporation, (“Tenant”), and SILVERBACK THERAPEUTICS, INC., a(n) Delaware corporation (“Subtenant”). Tenant entered into that certain lease agreement dated October 16th, 2016 (“Master Lease”) with T-C/SK 400 FAIRVIEW OWNER LLC, a(n) Delaware limited liability company as (“Landlord”), for the leased premises legally described in the attached Exhibit 1 (the “Master Premises”). The Master Premises is located in that certain building commonly known as 400 Fairview (the “Building”), and situated on real property legally described in the Master Lease (the “Property”). A copy of the Master Lease, including all amendments and addenda thereto, is attached as Exhibit 2.
Tenant and Subtenant agree as follows:
| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 2 of 20 |
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Tenant: DELTA DENTAL OF WASHINGTON
400 Fairview Avenue N, Suite 800
Seattle, WA 98109
Attn: Ryan Bartlett
Email: rbartlett@deltadentalwa.com
Subtenant: SILVERBACK THERAPEUTICS, INC
Email:
| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 3 of 20 |
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| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 4 of 20 |
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Notwithstanding anything in this Section 3 to the contrary, to the extent that any portions of the Tenant’s Work or the Subtenant’s Work have not been completed in time for the Subtenant to occupy or take possession of the Subleased Premises on the Sublease Commencement Date due to the failure of Subtenant to fulfill any of its obligations under this Sublease (“Subtenant Delays”), the Sublease shall nevertheless commence on the Sublease Commencement Date, including without limitation, Subtenant’s obligation to pay Base Rent and Additional Rent, as set forth in Section 1, or upon the date that the Sublease Commencement Date would have occurred but for the Subtenant Delays.
| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 5 of 20 |
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This Sublease is subject to and subordinate to the Master Lease. If the Master Lease terminates, this Sublease shall automatically terminate. Tenant and Subtenant shall not, by their omission or act, do or permit anything to be done which would cause a default under the Master Lease. If the Master Lease terminates or is forfeited as a result of a default or breach by Tenant or Subtenant under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the non-defaulting party for the actual damage suffered as a result of such termination or forfeiture provided that in no event shall one party be liable to the other for consequential damages. Tenant shall exercise diligent, commercially reasonable efforts to cause Landlord to perform its obligations under the Master Lease for the benefit of the Subtenant, provided that in no event shall the foregoing requirements require Tenant to file a lawsuit.
| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 6 of 20 |
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Except as set forth below and except as may be inconsistent with the terms contained in this Sublease, all the terms, covenants and conditions contained in the Master Lease are incorporated into and made a part of this Sublease by this reference with the following modified definitions : (i) all references in the Master Lease to “Landlord” shall be deemed to mean Tenant, (ii) all references in the Master Lease to “Tenant” shall be deemed to mean Subtenant, (iii) all references in the Master Lease to “Lease” shall mean this Sublease, (iv) all references in the Master Lease to “Premises” shall mean Subleased Premises, (v) all references in the Master Lease to “Commencement Date” shall mean Sublease Commencement Date, and (vi) all references in the Master Lease to “Term” shall mean “Sublease Term”. Tenant and Subtenant agree that as between Tenant and Subtenant the following terms of the Master Lease shall not be incorporated into this Sublease: the entire Lease Summary; Sections 1.1, 1.3, 1.5, 1.6, 2, 3, 4, 7, 8.1.9, 8.6, 10, 11, 15, 16, 18, and 20, 22.14, 22.17, 22.18, Exhibits A, C, D, E, G, and H. Notwithstanding the foregoing incorporation of the terms and conditions of the Master Lease, Tenant shall not be responsible for the performance of any obligations to be performed by Landlord under the Master Lease, and Subtenant agrees to look solely to Landlord for the performance of such obligations. Tenant shall not be liable to Subtenant for any failure by Landlord to perform its obligations under the Master Lease, nor shall such failure by Landlord excuse performance by Subtenant of its obligations hereunder. The parties acknowledge that Subtenant has no “Guarantor” as defined in the Master Lease, and no performance of obligations by or notice to any guarantor shall be required under the terms of this Sublease.
| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 7 of 20 |
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Upon expiration or earlier termination of the Term, Subtenant shall promptly and peacefully surrender the Subleased Premises to Tenant, together with all keys, in as good condition as when received by Subtenant or as thereafter improved (but subject to any obligations to remove any Subtenant’s Work and Alterations and/or to restore the same as provided elsewhere in this Sublease), reasonable wear and tear and insured casualty excepted.
| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 8 of 20 |
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If Tenant restores the Subleased Premises or the Property as provided under this Section, Tenant shall proceed with reasonable diligence to complete the work, and Base Rent shall be abated in the same proportion as the untenantable portion of the Subleased Premises bears to the whole Subleased Premises, provided that there shall be a Base Rent abatement only if the damage or destruction of the Subleased Premises or the Property did not result from, or was not contributed to directly or indirectly by, the act, fault or neglect of Subtenant or Subtenant’s employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees. No damages, compensation or claim shall be payable by Tenant for Subtenant’s inconvenience, loss of business or annoyance directly, incidentally or consequentially arising from any repair or restoration of any portion of the Subleased Premises, Master Premises, Building, or Property. Tenant shall have no obligation to carry insurance of any kind for the protection of Subtenant or any Alterations or improvements paid for or installed by or on behalf of Subtenant; any Tenant’s Work or Subtenant’s Work identified in Exhibit 4 (regardless of who may have completed them); Subtenant’s furniture; or on any fixtures, equipment, improvements or appurtenances of Subtenant under this Sublease; and Tenant shall not be obligated to repair any damage thereto or replace the same unless the damage is caused by Tenant’s gross negligence or willful misconduct.
| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 9 of 20 |
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If the condemning authority takes a portion of the Subleased Premises or the portion of the Property necessary for Subtenant’s occupancy that does not render them untenantable, then this Sublease shall continue in full force and effect and the Base Rent shall be equitably reduced based on the proportion by which the floor area of the Subleased Premises is reduced. The reduction in Base Rent shall be effective on the earlier of the date the condemning authority first has possession of such portion or title vests in the condemning authority. The Subleased Premises or the portion of the property reasonably necessary for Subtenant’s occupancy shall not be deemed untenantable if 25% or less of each of those areas is condemned. As between Tenant and Subtenant, Tenant shall be entitled to the entire award from the condemning authority attributable to the value of the Master Premises, Subleased Premises, or the Property or Building, and Subtenant shall make no claim for the value of its subleasehold estate or the Subtenant’s Work or any Alterations. Subtenant shall be permitted to make a separate claim against the condemning authority for moving expenses or damages resulting from interruption in its business if this Sublease is terminated under this Section, provided that in no event shall Subtenant’s claim reduce Landlord’s or Tenant’s awards.
Tenant and Subtenant hereby release each other and their respective employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees, from responsibility for and waive their respective claims for recovery of any loss or damage arising from any cause covered by insurance required to be carried by each of them. Each party shall provide notice to the insurance carrier or carriers of this mutual waiver of subrogation, and shall cause its respective insurance carriers to waive all rights of subrogation against the other. This waiver shall not apply to the extent of the deductible amounts to any such policies or to the extent of liability exceeding the limits of such policies. Tenant agrees to use reasonable efforts to obtain from Landlord for the benefit of Subtenant the same waiver of claims for any loss or damage arising from any cause covered by insurance required to be carried by Landlord under the Master Lease and, if and to the extent of such waiver received from Landlord, Subtenant agrees to grant the same waiver to Landlord.
In no event shall Sublandlord be liable to Subtenant for business losses or consequential damages. In no event shall Subtenant be liable to Sublandlord for business losses or consequential damages.
| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 10 of 20 |
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Any transfer of this Sublease by merger, consolidation, redemption or liquidation of Subtenant, or any change in the ownership of, or power to vote, which singularly or collectively represents a majority of the beneficial interest in Subtenant, shall constitute a Transfer.
As a condition to the Landlord’s and Tenant’s approval, if given, any potential assignee or sublessee otherwise approved shall assume all obligations of Subtenant under this Sublease and shall be jointly and severally liable with Subtenant and any guarantor for the payment of Rent and other charges due hereunder and performance of all obligations of Subtenant under this Sublease. In connection with any Transfer, Subtenant shall provide Landlord and Tenant with copies of all assignments, subleases and assumption agreements and related documents.
Unless Tenant agrees in writing to a different rental rate Subtenant agrees to pay to Tenant 150% of the rate of Base Rent last payable under this Sublease, during any holdover tenancy, in addition to all Additional Rent and other sums due under this Sublease. All other terms of the Sublease shall remain in effect. Nothing herein shall be deemed Tenant’s consent to holdover by Subtenant, or be deemed to permit Subtenant to remain in possession of the Subleased Premises on and after expiration of the Master Lease.
| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 11 of 20 |
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Exhibit 1: Legal Description of the Master Premises or Property
Exhibit 2: Master Lease
Exhibit 3: Outline of Subleased Premises
Exhibit 4: Work Letter
Other: Parking Rider, FF&E
| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 12 of 20 |
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This Agency Disclosure creates an agency relationship between Subtenant, Subtenant’s Broker (if any such person is disclosed), and any managing brokers who supervise Subtenant’s Broker’s performance (collectively the “Supervising Brokers”). In addition, this Agency Disclosure creates an agency relationship between Tenant, Tenant’s Broker (if any such person is disclosed), and any managing brokers who supervise Tenant’s Broker’s performance (also collectively the “Supervising Brokers”). If Tenant’s Broker and Subtenant’s Broker are different real estate licensees affiliated with the same Firm, then both Tenant and Subtenant confirm their consent to that Firm and both Tenant’s and Subtenant’s Supervising Brokers acting as dual agents. If Tenant’s Broker and Subtenant’s Broker are the same real estate licensee who represents both parties, then both Subtenant and Tenant acknowledge that the Broker, his or her Supervising Brokers, and his or her Firm are acting as dual agents and hereby consent to such dual agency. If Tenant’s Broker, Subtenant’s Broker, their Supervising Brokers, or their Firm are dual agents, Subtenant and Tenant consent to Tenant’s Broker, Subtenant’s Broker, and their Firm being compensated based on a percentage of the rent or as otherwise disclosed on an attached addendum. Neither Tenant’s Broker, Subtenant’s Broker nor either of their Firms are receiving compensation from more than one party to this transaction unless otherwise disclosed on an attached addendum, in which case Subtenant and Tenant consent to such compensation. Subtenant and Tenant confirm receipt of the pamphlet entitled “The Law of Real Estate Agency.”
☒ $1.25 per RSF per year to Subtenant's Broker & $0.75 per RSF per year to Tenant's Broker
☐ % of the gross rent payable pursuant to this Sublease
☐ $ per rentable square foot of the Subleased Premises
☐ Other
Tenant’s Broker ☒ shall ☐ shall not (shall not if not filled in) be entitled to a commission upon the extension by Subtenant of the Term pursuant to any right reserved to Subtenant under the Sublease calculated ☒ as provided above or ☐ as follows (if no box is checked, as provided above). Tenant’s Broker ☐ shall ☐ shall not (shall not if not filled in) be entitled to a commission upon any expansion of the Subleased Premises pursuant to any right reserved to Subtenant under the Sublease, calculated ☐ as provided above or ☐as follows (if no box is checked, as provided above).
With respect to any commission earned upon execution of this Sublease or pursuant to any expansion of the Subleased Premises, Tenant shall pay upon EXECUTION OF THE SUBLEASE. With respect to any commission earned upon extension of the Term of this Sublease, Tenant shall pay one-half upon execution of any amendment/addenda to the Sublease extending the Term. Tenant’s Broker shall pay to Subtenant’s Broker (as identified in the Agency Disclosure section above), the amount stated in a separate agreement between them or, if there is no agreement, $ or % (complete only one) of any commission paid to Tenant’s Broker, within five (5) days after receipt by Tenant’s Broker.
If any other lease or sale is entered into between Tenant and Subtenant pursuant to a right reserved to Subtenant under the Sublease, Tenant ☐ shall ☐ shall not (shall not if not filled in) pay an additional commission according to any commission agreement or, in the absence of one, according to Tenant’s Broker’s commission schedule in effect as of the execution of this Sublease. Tenant’s successor shall be obligated to pay any unpaid commissions upon any transfer of this Sublease and any such transfer shall not release the transferor from liability to pay such commissions.
Notwithstanding anything to the contrary herein, Tenant represents and warrants that it has not used any broker in connection with this Sublease except for Tenant’s Broker and Subtenant represents and warrants that it has not used any broker in connection with this Sublease except for Subtenant’s Broker.
| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 13 of 20 |
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DELTA DENTAL OF WASHINGTON, a Washington nonprofit corporation
TENANT
TENANT /s/ Brad A. Berg By: Chief Operating Officer Its:
| SILVERBACK THERAPEUTICS, INC., a Delaware corporation
SUBTENANT
SUBTENANT /s/ Laura K. Mawry By: Chief Exec Officer Its:
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SUBLEASE AGREEMENT
STATE OF WASHINGTON
COUNTY OF King
This record was acknowledged before me on June 24 _21_, by Brad A. Berg as
COO & CFO of Delta Dental of Washington
/s/ Julie Stewart
My commission expires: 3-04-2024
STATE OF WASHINGTON
COUNTY OF KING
This record was acknowledged before me on July 1st 20 _21_, by LAURA SHAWVER as
CEO of SILVERBACK THERAPEUTICS
/s/ Veronique Moleres
My commission expires: 4/26/25
SUBLEASE AGREEMENT
EXHIBIT 1
[Legal Description of Master Premises or Property]
[Omitted]
| Jones Lang LaSalle 601 Union St. Ste 2800 Seattle, WA 98101 Phone: 206-607-1700 Fax: 206-607-1701 |
| © Commercial Brokers Association ALL RIGHTS RESERVED Form: SUB_LS SubleaseAgreement Rev. 9/2020 Page 14 of 20 |
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SUBLEASE AGREEMENT
EXHIBIT 2
[Master Lease]
[Omitted]
SUBLEASE AGREEMENT
EXHIBIT 3
[Outline of the Subleased Premises]
[Omitted]
SUBLEASE AGREEMENT
EXHIBIT 4
[Work Letter]
[Omitted]