Commitments and Contingencies | 9. Commitments and contingencies Leases The Company has the following operating leases for its corporate offices and lab space located in Cambridge, Massachusetts . 325 Vassar Street In 2017, the Company entered a noncancelable operating lease agreement to lease its office space at 325 Vassar Street, Cambridge, Massachusetts, which will expire in September 2024 . The Company is required to pay property taxes, insurance, and normal maintenance costs. The operating lease contains predetermined fixed escalations of minimum rentals during the lease term. During 2018, the Company received $ 1.1 million of landlord-funded leasehold improvements related to the leased office space. In February 2016, the FASB issued Accounting Standards Update ASU No. 2016-02, Leases (Topic 842), (“ASU 2016-02”). Under ASU 2016-02, the Company is required to recognize right-of-use assets and liabilities for leases. Upon adoption of ASU 2016-02 on January 1, 2022, the Company's operating lease right-of-use assets were adjusted for accumulated deferred rent, and no additional deferred rent was subsequently recorded. In 2019 and 2020, the Company entered into sublease agreements with two related parties to sublease this office and laboratory space. Refer to Note 16, Related party transactions , for further details. 20 Acorn Park Drive On July 13, 2020, the Company entered into a Shared Space Arrangement (the Arrangement) with Sail Biomedicines, Inc., (“Sail Bio”, also formerly known as Senda Biosciences, Inc. and Kintai Therapeutics, Inc. prior to its merger with LARONDE, Inc.) to share one-third of Sail Bio's 69,867 square feet of leased space at 20 Acorn Park Drive, Cambridge, Massachusetts. Sail Bio is a related party as it is an affiliate of Flagship Pioneering (“Flagship”). The Arrangement commenced on August 1, 2020, and was set to expire on July 31, 2022 with two options to extend the term of the Arrangement for a period of 24 months each. The operating lease contains predetermined fixed escalations of minimum rentals during the lease term, and the Company is required to pay property taxes, insurance, and normal maintenance costs. In January 2022, the Company entered into an amendment to the Arrangement with Sail Bio to exercise the option to renew the lease through July 2023 . The Company also modified certain provisions related to the extension term. In connection with the modifications in the amendment, the Company made an upfront payment of $ 2.9 million in January 2022, to cover the rent payments for the extended lease term. Additionally, upon the expiration of the extended lease term, the Company received $ 0.65 million from Sail Bio for all furniture, fixtures and equipment owned by the Company that will remain at the lease property. The net book value of these assets was determined to be $ 0.42 million, and the Company recognized a gain on this disposal of $ 0.23 million in June 2023 since the assets are no longer in service. 140 First Street (formerly known as One Charles Park) On November 4, 2021, the Company entered into a lease with ARE-MA Region No. 94, LLC to lease an aggregate of approximately 89,246 rentable square feet of office and laboratory space located at 140 First Street, Cambridge, Massachusetts, 02142. The lease includes two phases. Phase 1 includes approximately 78,380 rentable square feet. Phase 2 includes 10,866 rentable square feet in a separate suite. In accordance with the lease agreement, the Company paid $ 0.8 million upon the execution of the lease, which has offset the first month's rent. Phase 1 of the lease commenced in May 2023, and Phase 2 commenced in August 2023. On May 3, 2023, the Company entered into a first amendment to the lease to, among other things, delay the delivery date of part of the premises, increase the initial base rent by $ 1.00 per rentable square foot per year, and change the address. The operating lease for the fifth floor premises commenced on May 1, 2023 for accounting purposes, and has a term of fifteen years , subject to certain extension rights. The base rent for the leased space is $ 116.00 per square foot, subject to an annual upward adjustment of 3 % of the then current rental rate, starting on the first anniversary of the first full payment of rent under the lease. The operating lease includes a tenant improvement allowance of $ 300 per rentable square foot that is incorporated into the base rent payments, as well as an additional improvement allowance that is required to be repaid to the landlord as additional monthly rent over the lease term at an interest rate of 8 %. On July 11, 2023, the Company entered into a Shared Space Arrangement with Apriori Bio, Inc. (“Apriori”), and on July 12, 2023, the Company entered into two Shared Space Arrangements with Metaphore Biotechnologies, Inc. (“Metaphore”) and Flagship Labs 89, Inc. (“FL Labs” and, together with Metaphore and Apriori, the “Subtenants”), pursuant to which the Company agreed to sublease an aggregate of approximately 22,500 rentable square feet of office and laboratory space located at 140 First Street, Cambridge, Massachusetts, 02141 (the “Premises”). The Company leases an aggregate of approximately 89,246 rentable square feet of office and laboratory space located at the Premises pursuant to its lease with ARE-MA Region No. 94, LLC. Metaphore, Apriori and FL Labs are affiliates of Flagship Pioneering, a significant stockholder of the Company. The term of the Sublease with Metaphore and FL Labs has commenced in August, 2023 and will end in August, 2025, and the term of the Sublease with Apriori began in September, 2023 and will end in September, 2025. The Subleases provide that the Subtenants will pay to the Company a monthly license fee that is a proportionate share of the actual base rent, operating expenses and other costs for the use and occupancy of the subleased portion of the Premises charged by the Landlord under the Lease and paid by the Company. Such proportionate share will be 12.0 %, 8.4 % and 8.4 % for Metaphore, Apriori and Labs, respectively. The Company may terminate each Sublease and require the applicable Subtenant to immediately vacate the Premises if such Subtenant causes a default under the Lease, is in default of any provision in the applicable Sublease or acts in a manner deemed by the Company, in its sole discretion, as dangerous or threatening. The Subleases contain customary covenants, obligations and indemnities in favor of either party. Under the agreements, the Company has received rental income of $ 0.5 million for the nine months ended September 30, 2023, which was recorded within related party expense, net in the condensed consolidated statements of operations and comprehensive loss. Disclosures under Topic 842 As of September 30, 2023, operating lease right-of-use assets, net were $ 110.1 million, which were recorded separately on the Company’s condensed consolidated balance sheet. The corresponding operating lease liabilities were $ 111.3 million as of September 30, 2023, of which $ 12.6 million were recorded in current liabilities and $ 98.7 million were recorded in long-term liabilities on the Company’s condensed consolidated balance sheet. The right-of-use assets represent the Company’s right to use an underlying asset during the lease term and the related lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Both the right-of-use assets and the corresponding liabilities are recognized at the commencement date of the lease based upon the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate based on the interest rate from the amended Term Loan, which was fully collateralized, as well as a term matched secured market rate. The following table summarizes the components of lease expense for the three and nine months ended September 30, 2023 and 2022 (in thousands). Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Operating lease expense $ 3,866 $ 969 $ 7,854 $ 2,851 Variable lease expense 945 268 1,844 1,169 Total lease expense $ 4,811 $ 1,237 $ 9,698 $ 4,020 V ariable lease expense generally includes common area maintenance, utilities and property taxes. For the three and nine months ended September 30, 2023 , $ 4.0 million and $ 7.8 million, respectively of lease expense was recorded within research and development expenses and $ 0.8 million and $ 1.9 million, respectively was recorded withi n general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. For the three and nine months ended September 30, 2022 , $ 1.1 million and $ 3.1 million of lease expense, respectively was recorded within research and development expenses and $ 0.2 million and $ 0.9 million, respectively was recorded within general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. The weighted average remaining lease term and discount rate related to the Company's leases were as follows: As of As of September 30, 2023 December 31, 2022 Weighted average remaining lease term (years) 14.8 1.8 Weighted average discount rate 8.9 % 5.5 % Supplemental cash flow information relating to the Company's leases for the nine months ended September 30, 2023 and September 30, 2022 were as follows (in thousands): Nine Months Ended Nine Months Ended September 30, 2023 September 30, 2022 Cash paid for amounts included in the measurement of lease liabilities $ 4,473 $ 2,255 Operating lease assets obtained in exchange for lease liabilities $ 110,424 $ 4,393 As of September 30, 2023, the estimated minimum lease payments for 140 First Street, 325 Vassar and 20 Acorn Park for each of the years ending December 31 were as follows (in thousands): 2023 (remaining 3 months) $ 3,237 2024 12,775 Thereafter 189,047 Total minimum lease payments 205,059 Less: Imputed interest ( 93,720 ) Present value of operating lease liabilities $ 111,339 |