License Agreement
This License Agreement, made and entered into as of November 22, 2023 (“Agreement”), is by and between Apogee Therapeutics, Inc., a Delaware corporation, having a place of business located at 221 Crescent Street, Building 17, Suite 102b, Waltham, MA 02453 (“Licensee”) and MIL 6T, LLC, a Delaware limited liability company having a place of business located at 6 Tide Street, Boston, MA 02210 (“SmartLabs”).
RECITALS
WHEREAS, SmartLabs, has leased certain space located at 6 Tide Street, Boston, MA 02210 (the “Building”) through a lease agreement (the “Lease”) between SmartLabs and RBK I Tenant, LLC (“Landlord”); and
WHEREAS, Licensee desires to use certain space and services, as set forth below, for research and development, laboratory research and office use.
For good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, accepted and agreed to, the parties agree as follows:
b. Notwithstanding anything to the contrary contained herein, except with regard to Licensee’s obligations as contained in Section 8 and Exhibit 4, and in the event of damages stemming from Licensee’s hold over in the Licensed Premises after termination of this Agreement, in no event shall Licensee be liable under this Agreement for any lost profits, damage to business or any form of special, indirect, punitive or consequential damages.
The provisions of this Section shall survive the termination or expiration of this Agreement.
b. SmartLabs shall indemnify, defend (by counsel acceptable to Licensee), release, protect and hold Licensee harmless from and against any and all Claims that arise during the Term, to the extent arising out of or related to SmartLabs Parties’ gross negligence or willful misconduct pursuant to this Agreement.
As used herein, “Person” shall mean any individual or entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such Person where the context so admits; “Affiliate” shall mean, with respect to any Person, (i) in the case of any such Person which is an Entity, any partner, shareholder, member or other owner of such Entity, provided that such partner, shareholder, member or other owner owns more than fifty percent (50%) of the Equity Interests of such Entity, and (ii) any other Person which is a Parent, a Subsidiary, or a Subsidiary of a Parent with respect to such Person or with respect to one or more of the Persons referred to in the preceding clause (i); “Equity Interest” shall mean with respect to any Entity, (i) the legal (other than as a nominee) or beneficial ownership of outstanding voting or non-voting stock of such Entity if such Entity is a business corporation, a real estate investment trust or a similar entity, (ii) the legal (other than as a nominee) or beneficial ownership of any partnership, membership or other voting or non-voting ownership interest in a partnership, joint venture, limited liability company or similar entity, (iii) a legal (other than as a nominee) or beneficial voting or non-voting interest in a trust if such Entity is a trust and (iv) any other voting or nonvoting interest that is the functional equivalent of any of the foregoing; “Parent” shall mean, with respect to any Subsidiary, any Person which owns directly or indirectly through one or more Subsidiaries the entire Equity Interest in such Subsidiary; and “Subsidiary” shall mean, with respect to any Parent, any Entity in which a Person owns, directly or indirectly through one or more Subsidiaries, the entire Equity Interest in such Subsidiary.
SMARTLABS LICENSEE
6 Tide Street 6 Tide Street
Boston, MA 02210 Boston, MA 02210
Attn: Site Director Attn: Rebecca Dabora
10 Fan Pier, 4thFloor 221 Crescent Street, Building 17, Suite 102b,
Boston, MA 02210 Waltham, MA 02453
Attn: Legal Department Attn: Legal Department
Notwithstanding the foregoing, SmartLabs may elect to, upon written notice to Licensee, submit any dispute arising hereunder (including but not limited to any claim that all or some of this Agreement is invalid, illegal or otherwise voidable or void) to binding arbitration. Upon SmartLabs’ exercise of its foregoing rights, arbitration shall be submitted to and determined in binding arbitration in Boston, Massachusetts, under the Rules for Commercial Arbitration of the American Arbitration Association (“AAA”). This arbitration provision shall survive the expiration or earlier termination of this Agreement and such arbitration shall be held in Boston, Massachusetts. The arbitration shall be conducted by a single neutral arbitrator. The arbitrator shall be appointed by the AAA under the Rules for Commercial Arbitration of AAA. The decision rendered by the arbitrator shall be final and binding upon the parties and may be entered as a judgment in, and enforced by, any court of competent jurisdiction.
LICENSEE UNDERSTANDS AND ACKNOWLEDGES THAT ANY RIGHTS UNDER THIS AGREEMENTONLY CONSTITUTE A LICENSEFOR USE OF THE LICENSED PREMISES AND DO NOT INVOLVE THE GRANT OF ANY INTEREST IN REAL ESTATE. LICENSEE SPECIFICALLY DISCLAIMS ANY RIGHTS TO SUMMARY PROCESS AND, PROVIDED THAT SMARTLABS COMPLIES WITH ALL OBLIGATIONS (INCLUDING WITHOUT LIMITATION NOTICE AND CURE REQUIREMENTS) HEREUNDER, EXPLICITLY PERMITS SMARTLABS TO USE SELF-HELP REMEDIES PROVIDED THAT SUCH SELF-HELP REMEDIES DO NOT BREACH THE PEACE.
IN WITNESS WHEREOF, SmartLabs and Licensee have duly executed this Agreement as of the day and year first above written.
SMARTLABS: LICENSEE:
By: /s/ Brian Taylor___________________ By: /s/ Michael Henderson, M.D.
Title: Executive VP of Biopharma Solutions Title: Chief Executive Officer
Date: 11/22/2023