exhibit
10.40


 


lease
amendment no. 1


 


AGREEMENT
made as of this 26th day of February, 2019 by and among RIVER RIDGE LIMITED PARTNERSHIP (“Landlord”), CORBUS PHARMACEUTICALS,
INC. (“Tenant”), and CORBUS PHARMACEUTICALS HOLDINGS, INC. (“Guarantor”).


 


witnesseth
that:


 


WHEREAS,
Landlord is the landlord and Tenant is the tenant under a certain lease dated March 21, 2017 (the “Lease”) with respect
to certain premises in Norwood, Massachusetts; and


 


WHEREAS,
Landlord and Tenant desire to amend the Lease to add to the premises demised under the Lease a certain additional area; and


 


WHEREAS,
Guarantor is the guarantor of the Tenant’s obligations under the Lease under a Guarantee dated August 21, 2017 (the “Guarantee”),
and Guarantor wishes to consent to this Amendment.


 


NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree
as follows:


 


1.
Initially capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Lease.


 


2.
As of the earlier of (i) the date Tenant commences operations in the New Premises or (ii) August 1, 2019 (the “New Premises
Commencement Date”), there is added to the Premises an area of approximately 13,492 rentable square feet of floor area located
on the first floor of the Building and an area of approximately 16,531 rentable square feet of floor area on said first floor,
all as shown on Exhibit A annexed hereto (the “New Premises”), and as of the New Premises Commencement Date
where the term Premises is used in the Lease the same shall mean and include the premises originally leased of approximately 32,733
rentable square feet of floor area, being the entire second floor of the Building (the “Original Premises”) and the
New Premises. The Tenant accepts the New Premises in their then AS IS condition; however, Landlord shall perform the work set
forth as Landlord’s responsibility on the matrix attached as Exhibit B.


 


3.
As of the New Premises Commencement Date, the term of the Lease is extended to end on October 31, 2026.


 


4.
As of November 1, 2019, the Base Rent is hereby changed by adding the following amounts to the Base Rent set forth in Section
1.1 of the Lease: 


 


For
and with respect to the period November 1, 2019 through February 29, 2020, the amount of $27,265.08 per month.


 




    	 	 	 



    	 



    

 


 


For
and with respect to the period March 1, 2020 through July 31, 2020, the amount of $27,827.25 per month.


 


For
and with respect to the period August 1, 2020 through February 28, 2021, the amount of $61,922.44 per month.


 


For
and with respect to the period March 1, 2021 through February 28, 2022, the amount of $63,798.88 per month.


 


For
and with respect to the period March 1, 2022 through February 28, 2023, the amount of $65,675.31 per month.


 


For
and with respect to the period March 1, 2023 through February 29, 2024, the amount of $67,551.75 per month.


 


For
and with respect to the period March 1, 2024 through February 28, 2025, the amount of $69,428.19 per month.


 


For
and with respect to the period March 1, 2025 through February 28, 2026, the amount of $71,304.63 per month.


 


For
and with respect to the period March 1, 2026 through October 31, 2026, the amount of $73,181.06 per month.


 


5.
As of August 1, 2019, the Tenant’s Percentage shall be increased to 62.6%.


 


6.
In lieu of constructing a new internal staircase between the New Premises and the Original Premises, Tenant shall have the right
to incorporate the existing staircase in the building lobby which connects the first and second floors of the Building as part
of the Premises thus allowing the Tenant’s exclusive use of such staircase. Any modifications to such staircase shall be
subject to the Landlord’s approval which the Landlord shall not unreasonably withhold, condition or delay and the cost of
modifying the staircase shall be the Tenant’s responsibility. The Tenant Improvement Allowance (as hereinafter set forth)
shall not be allocated to the cost of modifying the staircase, and at the expiration of the Lease or any earlier termination thereof,
at Landlord’s option, the modifications to said staircase shall be removed by Tenant at Tenant’s expense and the staircase
restored to its original condition at Tenant’s expense.


 




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7.
Landlord shall provide to Tenant a special allowance in an amount not to exceed $990,759.00 to be applied by Tenant to the costs
and expenses incurred by Tenant to fit out the New Premises including, without limitation, the costs of the design thereof. All
of such fit out shall be performed in accordance with plans and specifications therefor which have been approved by Landlord,
such approval not to be unreasonably withheld, conditioned or delayed. Upon the satisfaction of the following conditions, Landlord
shall pay to Tenant the lesser of (x) the cost of such fit out as certified by Tenant and evidenced by paid invoices, receipts
and the like, or (y) $990,759.00 (the “Tenant Improvement Allowance”) in monthly payments to Tenant as the work progresses
as follows: Before commencing the work, Tenant shall submit a budget therefor to Landlord. Tenant shall submit to Landlord its
certificate of such costs and expenses for the preceding month, certified by Tenant, and accompanied by evidence thereof, and
within fifteen (15) days thereafter Landlord shall pay to Tenant an amount equal to 90% of the certified amount. Landlord shall
pay the remainder of the Tenant Improvement Allowance within thirty (30) days after satisfaction of the following: (i) Tenant
shall have completed all of such fit out and shall have obtained all necessary governmental approvals for the use and occupancy
of the New Premises; (ii) Tenant shall have delivered to Landlord lien waivers from all architects, engineers, contractors and
materialmen who might have a lien against the New Premises in connection with the fit out, such waivers to be in form and substance
reasonably acceptable to Landlord; and (iii) there shall not exist any default of Tenant under the Lease or any event which with
notice and/or the passage of time would constitute a default. Within thirty (30) days after the satisfaction of the foregoing
conditions, Landlord shall pay to Tenant the remaining Tenant Improvement Allowance; provided, however, that if the Tenant Improvement
Allowance is not claimed by Tenant within twelve (12) months after the New Premises Commencement Date, then Landlord shall have
no obligation to pay the Tenant Improvements/Allowance to Tenant. If at any time a default of Tenant exists, then no payment shall
be made to Tenant until such default is cured. 


 


8.
Each of Landlord and Tenant hereby represent and warrant to the other that it has not dealt with any person or firm to whom a
brokerage fee would be due and owing in connection with this Amendment except for Colliers International and CBRE whose fee shall
be paid by Landlord pursuant to separate agreement.


 


9.
Within five (5) days after the date hereof, Tenant shall deliver to Landlord a new Letter of Credit (the “New Letter of
Credit”) in the amount of $369,900.00 in form and substance and issued by a bank or financial institution satisfactory to
Landlord in its sole discretion, and Tenant’s failure to provide the same to Landlord which continues for more than five
(5) days after notice thereof, shall constitute a default under the Lease not susceptible of cure for which Landlord shall have
all of the rights and remedies provided under the Lease and at law and in equity.


 


Provided
that Tenant is not in default under the Lease as of the third anniversary of the New Premises Commencement Date, the amount of
the New Letter of Credit will be reduced to $277,425.00; and then, provided that the Tenant is not in default under the Lease
as of the fourth anniversary of the New Premises Commencement Date, the amount of the New Letter of Credit will be reduced to
$184,950.00; in each case subject to the condition that at the time of any such reduction, Tenant must provide reasonable evidence
to Landlord that it has at least $50,000,000.00 in unencumbered funds in an account in its name at a United States Banking institution
as provided in said Section 1.1 of the Lease.


 


10.
With respect to electricity, Landlord shall endeavor to check meter the New Premises in which event Tenant shall pay Landlord
monthly for the electricity consumed as shown on said check meter, but if it is not check metered then beginning on the New Premises
Commencement Date electricity will be charged at a rate mutually agreed to by Landlord and Tenant (such rate to be subject to
increase from time to time as utility rates increase) and payable monthly in advance together with monthly installments of Base
Rent at an amount equal to 1/12th of the annual amount. 


 




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11.
Guarantor hereby consents to this Amendment to the Lease and agrees that the Guarantee shall remain in full force and effect with
respect to the Lease as amended hereby.


 


12.
As amended hereby, the Lease is hereby ratified, confirmed and approved and except as amended hereby, the Lease shall remain in
full force and effect in accordance with its original terms.


 


13.
Landlord shall use reasonable efforts to relocate the bank tenant’s first floor storage room adjacent to the loading dock
so as to allow Tenant the right to expand the existing shared conference room, such expansion work to be mutually agreed upon
by Landlord and Tenant. Landlord shall be responsible for setting up a secured access system prior to Tenant’s occupancy
of the New Premises through a key card system. Landlord and Tenant acknowledge that the use of the conference center is on a non-exclusive
basis and is to be shared only with other tenants of the Building. However, tenants of River Ridge Office Park may reserve use
of the room of up to two (2) days per month by contacting Landlord.


 


14.
Tenant hereby confirms that as of the date hereof, there is no default of Landlord under the Lease or any event which with notice
or the passage of time or both would constitute a default of Landlord under the Lease.


 


15.
Prior to occupancy of the New Premises, Landlord shall remove all the shrubs in the front of the Building to the right of the
main entrance around the entire side of the Building. Landlord shall construct a patio outside the entrance to the cafeteria and
relocate the metal picnic bench. Landlord will install a variety of new small shrubs with review and input from Tenant prior to
installation. Landlord will use reasonable efforts to replace the fence surrounding utility banks outside the Building and extend
the fence to enclose the generator. Landlord will have the existing deck on the side of the Building power washed and leveled
prior to occupancy by Tenant of the New Premises. 


 




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WITNESS
THE EXECUTION HEREOF, under seal, as of the day and year first above written.


 


	 	RIVER
    RIDGE LIMITED PARTNERSHIP
	 	 	 
	 	By:	Cornerstone
    Corporation, 
	 	 	its
    managing agent
	 	 	 
	 	By:	/s/
    Paul J. Tryder
	 	 	Paul
    J. Tryder, President
	 	 	 
	 	CORBUS
    PHARMACEUTICALS, INC.
	 	 	 
	 	By:	/s/
    Sean Moran
	 	Name:	Sean
    Moran
	 	Its:	Chief
    Financial Officer
	 	 	Hereunto
    Duly Authorized
	 	 	 
	 	CORBUS
    PHARMACEUTICALS HOLDINGS, INC.
	 	 	 
	 	By:	/s/
    Sean Moran
	 	Name:	Sean
    Moran
	 	Title:	Chief
    Financial Officer
	 	 	Hereunto
    Duly Authorized


 




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exhibit
a


 





 




    	 	A-1	 



    	 



    

 


exhibit
B


 


LANDLORD/TENANT
RESPONSIBILITY MATRIX


 


Tenant:
Corbus Pharmaceuticals


Landlord:
River Ridge Limited Partnership


Property:
500 River Ridge Drive, Norwood MA, 


1st
Floor


 


	Description	 	Tenant
    Responsibility	 	Landlord
    Responsibility	 	Comments
	Ensuring
    properly functioning HVAC system including VAV boxes	 	 	 	X	 	Landlord
    is responsible for properly functioning HVAC system. Landlord responsible for repairing or replacing any nonfunctioning VAV
    boxes. All repairs, replacement and maintenance of HVAC system including VAV boxes during lease term shall be Landlord’s
    responsibility.
	Building
    permits for Construction	 	X	 	 	 	Tenant’s
    contractor shall be responsible for securing the permit and tenant will pay any out of pocket costs, including mutually agreed
    architectural and engineering fees
	Mechanical,
    HVAC, plumbing and building waste systems all in good working order	 	 	 	X	 	 
	Mechanical
    and other drawings required for building permits	 	X	 	 	 	Tenant
    to engage architectural and engineering firms to prepare all required documentation for permitting.
	Fire
    Alarm devices within Tenant areas, connected to Base Building system and addressable Fire Command Center	 	X
    	 	 	 	 
	Reconstruction
    and buildout of tenant space including electrical work, lighting, walls, flooring, ceiling and any plumbing to tenant kitchen
    within tenant space	 	X	 	 	 	Tenant
    to hire and enter into contract with General Contractor
	Lighting
    in base building areas	 	 	 	X	 	Landlord
    is responsible for common area lighting.
	Base
    Building telecommunications room	 	 	 	X	 	 
	Telephone/data
    system, including service, wiring and distribution	 	X	 	 	 	 
	Modification
    of sprinkler piping and head layout to suit tenant build-out	 	X
    	 	 	 	 
	Security
    system to enter tenant space	 	X	 	 	 	 


 




    	 	B-1