Exhibit 10.9
ASSIGNMENT AND ASSUMPTION OF LEASE
This ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and entered into as of the 13th day of November, 2023, by and between ALKERMES, INC., a Pennsylvania corporation (“Assignor”) and MURAL ONCOLOGY, INC., a Delaware Corporation (“Assignee”).
WITNESSETH:
A. Assignor and GI TC 850 Winter Street, LLC, a Delaware limited liability company (as successor-in-interest to PDM 850 Unit, LLC), are parties to that certain Lease dated as of April 22, 2009 (as amended, the “Lease”), as amended by that certain First Amendment to Lease dated as of June 15, 2009, that certain Second Amendment to Lease dated as of November 12, 2013, that certain Third Amendment to Lease dated as of May 15, 2014, that certain Fourth Amendment to Lease dated as of December 30, 2014, that certain Fifth Amendment to Lease dated as of October 31, 2018, that certain Sixth Amendment to Lease dated as of July 24, 2020, and that certain letter agreement dated as of July 27, 2021, for certain premises (the “Premises”) comprised of approximately 180,039 rentable square feet in the building commonly known as 850 and 852 Winter Street, Waltham, Massachusetts. All capitalized words and phrases not otherwise defined herein shall have the meanings ascribed to them in the Lease.
B. Assignor has agreed to assign to Assignee all of Assignor’s right, title and interest in, to and under the Lease.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt, sufficiency and delivery of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows:
1. Effective Date. This Assignment shall be effective as of November 15, 2023 (the “Effective Date”).
2. Assignment. Subject to the terms of this Assignment, Assignor hereby grants, assigns, transfers and conveys to Assignee, its successors and assigns, all of Assignor’s rights, title, and interest in, to and under the Lease and the Premises, including, without limitation, all rights related to options to purchase, options to extend the term, and options to terminate, if any, and any easements, appurtenances and nondisturbance rights in favor of or benefiting the Premises or the tenant under the Lease. Assignor hereby agrees to indemnify, defend and hold harmless Assignee, from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs) arising or accruing under or with respect to the Lease prior to the Effective Date.
3. Assumption. Subject to the terms of this Assignment, Assignee hereby assumes all of Assignor’s rights, title, and interest in, to and under the Lease and all obligations and duties arising under the Lease, whether arising prior to, on or after the Effective Date. Assignee hereby agrees to indemnify, defend and hold harmless Assignor, from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs) arising or accruing under or with respect to the Lease from and after Effective Date.
