Exhibit 10.11





 


[410 W Harrison/Fourth Amendment]


 


FOURTH AMENDMENT TO LEASE


 


THIS FOURTH AMENDMENT
TO LEASE (this "Fourth Amendment") is made as of May 21, 2015 by and between ARE-SEATTLE NO.
10, LLC, a Delaware limited liability company ("Landlord"), and PHASERX INC., a Delaware corporation
("Tenant").


 


RECITALS


 


A.          Landlord and
Tenant entered into that certain Lease Agreement dated as of February 9, 2010, as amended by that certain First Amendment to Lease
dated as of July 1, 2010, that certain Second Amendment to Lease Agreement dated as of April 4, 2011, that certain Third Amendment
to Lease (“Third Amendment”) dated as of October 1, 2014 (as amended, the "Lease"). Pursuant
to the Lease, Tenant leases certain premises consisting of approximately 11,291 rentable square feet ("Premises")
in a building located at 410 West Harrison, Seattle, Washington. The Premises are more particularly described in the Lease. Capitalized
terms used herein without definition shall have the meanings defined for such terms in the Lease.


 


B.         The Base Term of the Lease
expires on December 31, 2015.


 


C.          Landlord and
Tenant desire, subject to the terms and conditions set forth below, to amend the Lease to, among other things, (i) extend the Base
Term of the Lease for a period of 2 months to expire on February 29, 2016, and (ii) extend the date by which Tenant must give Landlord
written notice of its election to exercise is Extension Right.


 


NOW, THEREFORE,
in consideration of the foregoing Recitals, which are incorporated herein by this reference, the mutual promises and conditions
contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:


 


		1.	Base Term. The Base Term of the Lease is hereby extended to expire on February 29,
2016.



 


		2.	Rent. Tenant shall pay Base Rent through the expiration of the Base Term of the Lease
(as extended pursuant to Section 1 above), at the rates in effect on December 31, 2015. Tenant shall continue to pay Tenant’s
Share of Operating Expenses and all other charges as set forth in the Lease.



 


		3.	Extension Right. The first sentence of the first paragraph of Section 40(a) of the
Lease (as amended by Section 3 of the Third Amendment) is hereby deleted in its entirety and replaced with the following:



 


“Tenant shall
have 1 right (an “Extension Right”) to extend the term of this Lease for 5 years (an “Extension Term")
on the same terms and conditions as this Lease (other than with respect to Base Rent and the Work Letter) by giving Landlord written
notice of its election to exercise the Extension Right on or before August 31, 2015.”


 


		4.	Brokers. Landlord and Tenant each represents and warrants that it has not dealt with
any broker, agent or other person (collectively, "Broker") in connection with the transaction reflected in this
Fourth Amendment and that no Broker brought about this transaction. Landlord and Tenant each hereby agrees to indemnify and hold
the other harmless from and against any claims by any Broker claiming a commission or other form of compensation by virtue of having
dealt with Tenant or Landlord, as applicable, with regard to this leasing transaction.



 




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[410 W Harrison/Fourth Amendment]


 


		5.	Miscellaneous.



 


a.          This
Fourth Amendment is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous oral and written agreements and discussions. This Fourth Amendment may be amended only by an agreement in writing,
signed by the parties hereto.


 


b.          This
Fourth Amendment is binding upon and shall inure to the benefit of the parties hereto, their respective agents, employees, representatives,
officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders.


 


c.          Tenant
acknowledges that it has read the provisions of this Fourth Amendment, understands them, and is bound by them. Time is of the essence
in this Fourth Amendment.


 


d.          This
Fourth Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without
impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical
thereto except having additional signature pages executed by other parties to this Fourth Amendment attached thereto.


 


e.          Except
as amended and/or modified by this Fourth Amendment, the Lease is hereby ratified and confirmed and all other terms of the Lease
shall remain in full force and effect, unaltered and unchanged by this Fourth Amendment. In the event of any conflict between the
provisions of this Fourth Amendment and the provisions of the Lease, the provisions of this Fourth Amendment shall prevail. Whether
or not specifically amended by this Fourth Amendment, all of the terms and provisions of the Lease are hereby amended to the extent
necessary to give effect to the purpose and intent of this Fourth Amendment.


 


[Signatures are on the next page]


 




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[410 W Harrison/Fourth Amendment]


 


IN WITNESS WHEREOF,
the parties hereto have executed this Fourth Amendment as of the day and year first above written.


 


	 	TENANT:
	 	 	 
	 	PHASERX INC.,
	 	a Delaware corporation
	 	 	 
	 	By: 	/s/ Robert W. Overell
	 	Its:  	President & CEO
	 	 	 
	 	LANDLORD:
	 	 	 
	 	ARE-SEATTLE NO. 10, LLC, 
	 	a Delaware limited liability company


 





	 	By:	ALEXANDRIA REAL ESTATE EQUITIES, L.P., 
	 	 	a Delaware limited partnership, 
	 	 	managing member
	 	 	 	 	 
	 	 	By:	ARE-QRS CORP., 
	 	 	 	a Maryland corporation, 
	 	 	 	general partner
	 	 	 	 	 
	 	 	 	By:	/s/ Jackie Clem
	 	 	 	Its:	Jackie
    Clem, Senior Vice President RE Legal Affairs









 






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