Exhibit 10.34


 


[410 Elliott/Fourth Amendment]


 


FOURTH AMENDMENT TO LEASE


 


THIS FOURTH AMENDMENT
TO LEASE (this "Fourth Amendment") is made as of February 23, 2016, 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 Agreement (“First Amendment”) dated October 1, 2014, that certain Second Amendment to Lease Agreement
(“Second Amendment”) dated May 21, 2015, and that certain Third Amendment to Lease Agreement (“Third
Amendment”) dated September 8, 2015 (as amended, the "Lease"). Pursuant to the Lease, Tenant leases
certain premises consisting of approximately 2,896 rentable square feet ("Premises") in a building located at
410 Elliott, 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 August 31, 2016.


 


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 3 months to expire on November 30, 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 November 30,
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 August 31, 2016. 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 39(a) of the
Lease (as amended by Section 3 of the First Amendment, Second Amendment and Third Amendment) is hereby deleted in its entirety
and replaced with the following:



 


“So long
as Tenant exercises its Extension Right (as defined in the Other Lease) pursuant to the Other Lease, 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) by giving Landlord written notice of its election
to exercise the Extension Right on or before May 31, 2016.”


 


		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 Elliott/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 Elliott/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 Overell
	 	Its: 	President and 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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