Exhibit 10.2


 


FIFTH AMENDMENT TO LEASE


 


THIS FIFTH AMENDMENT
TO LEASE (this “Fifth Amendment”) is made as of September 27, 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 dated as of October 1, 2014, as further amended by that certain Second Amendment to Lease dated as of May 21, 2015, as further
amended by that certain Third Amendment to Lease dated as of September 8, 2015, and as further amended by that certain Fourth Amendment
to Lease dated as of February 23, 2016 (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 and are part of the Project legally described on
the attached Exhibit A. Capitalized terms used herein without definition shall have the meanings defined for such terms
in the Lease.


 


B.        The
Base Term of the Lease is scheduled to expire on November 30, 2016.


 


C.       Landlord
and Tenant desire, subject to the terms and conditions set forth herein, to amend the Lease to, among other things, extend the
Term of the Lease through November 30, 2021 (the “Extended Expiration Date”).


 


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.	Term. The Term of the Lease is hereby extended through the Extended Expiration Date.
Tenant’s occupancy of the Premises through the Extended Expiration Date shall be on an “as-is” basis and Landlord
shall have no obligation to provide any tenant improvement allowance or to make any alterations to the Premises.



 


		2.	Base Rent. Tenant shall continue to pay Base Rent as provided in the Lease through
November 30, 2016. Commencing on December 1, 2016, Tenant shall pay Base Rent in the amount of $15.33 per rentable square
foot of the Premises per year. Base Rent shall be increased on each December 1st thereafter through the Extended Expiration
Date (each, a “Fifth Amendment Adjustment Date”), by multiplying the Base Rent payable immediately before such
Fifth Amendment Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately
before such Fifth Amendment Adjustment Date.



 


		3.	Right to Extend. Section 39 of the Lease is hereby deleted in its entirety
and is null and void and of no further force or effect and Tenant shall have no right to extend the Term of the Lease beyond the
Extended Expiration Date.



 


		4.	OFAC. Tenant is currently (a) in compliance with and shall at all times during the
Term of the Lease remain in compliance with the regulations of the Office of Foreign Assets Control (“OFAC”)
of the U.S. Department of Treasury and any statute, executive order, or regulation relating thereto (collectively, the “OFAC
Rules”), (b) not listed on, and shall not during the term of the Lease be listed on, the Specially Designated Nationals
and Blocked Persons List, Foreign Sanctions Evaders List or the Sectoral Sanctions Identifications List, which are all maintained
by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute,
executive order, or regulation, and (c) not a person or entity with whom a U.S. person is prohibited from conducting business under
the OFAC Rules.



 


 


 






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		5.	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
Fifth Amendment and that no Broker brought about this transaction. Landlord and Tenant each hereby agree 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 Fifth Amendment.



 


		6.	Miscellaneous.



 


a.       This
Fifth 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 Fifth Amendment may be amended only by an agreement in writing,
signed by the parties hereto.


 


b.       This
Fifth Amendment is binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.


 


c.       This
Fifth 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 Fifth Amendment attached thereto.


 


d.       Except
as amended and/or modified by this Fifth 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 Fifth Amendment. In the event of any conflict between the
provisions of this Fifth Amendment and the provisions of the Lease, the provisions of this Fifth Amendment shall prevail. Whether
or not specifically amended by this Fifth 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 Fifth Amendment.


 


e.       Neither
this Fifth Amendment nor a memorandum of this Fifth Amendment shall be filed by or on behalf of Tenant in any public record.


 


[Signatures are on the next page.]


 





 




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


 


	 	TENANT:
	 	 	 	 	 
	 	PHASERX INC.,

a Delaware corporation
	 	 	 	 	 
	 	 	 	 	 
	 	By:  /s/ Robert Overell                                         	 
	 	Name:   Robert 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/ Eric S. Johnson                                         
	 	 	 	Its: Senior Vice President RE Legal Affairs




 


 


 




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LANDLORD’S ACKNOWLEDGMENT


  


	A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.


  





	STATE OF CALIFORNIA	)
	 	) §
	County of Los Angeles	)




 


On September 28, 2016, before me, Shelly
Kroll-Hancock, a Notary Public, personally appeared Eric S. Johnson who proved to me
on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.


 


I certify under PENALTY OF PERJURY under the laws of the State
of California that the foregoing paragraph is true and correct


 


WITNESS my hand and official seal.


 


/s/ Shelly Kroll-Hancock


________________________________


Signature of Notary                                                                                          (Affix seal here)


 


 


 




     

     


    

 


TENANT’S ACKNOWLEDGMENT


 


 


	
        STATE OF     Washington           

         

        COUNTY OF     King                    
	
         

        ss.

         



 


On this 24th day of September 2016,
before me personally appeared Robert Overell, to me known to be the President and CEO of PhaseRx, a Delaware Corp., that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that they were
authorized to execute said instrument.


 


IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal the day and year first above written.


 


 





	 	/s/ Eric Luna	 
	 	 	 
	 	 	 
	 	 (Signature of Notary)	 
	 	 	 
	 	Eric Luna	 
	 	 	 
	 	 	 
	 	(Legibly Print or Stamp Name of Notary)	 
	 	Notary public in and for the State of     Washington                ,	 
	 	residing at 24 Roy Street, Seattle, WA 98109       	 




 


My appointment expires 4/5/2017           


 


 




     

     


    

 


Exhibit A


 


Description of Project


 


LOTS 7 THROUGH 11 INCLUSIVE, BLOCK 5, D.T.
DENNY’S WATERFRONT ADDITION TO THE CITY OF SEATTLE, ACCORDING TO THE PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE 61, RECORDS
OF KING COUNTY, WASHINGTON.