Exhibit
10.4


 


FIFTH
AMENDMENT TO LEASE


 


THIS
FIFTH AMENDMENT TO LEASE (the “FIFTH Amendment”) is made as of the 9th day of May by and between American
Twine Limited Partnership, a Massachusetts limited partnership (the “Landlord”), having an address c/o Transatlantic
Investment Management, Inc. 222 Third Street, Cambridge, Massachusetts and Variation Biotechnologies (US), Inc. (the “Tenant”),
having an address at 222 Third Street, Cambridge, MA 02142.


 


WITTNESSTH
THAT


 


WHEREAS,
Landlord and Tenant are the current parties to that certain Lease dated May 31, 2012, as amended by the First Amendment dated
June 28, 2013, the Second Amendment dated October 2, 2013, and the Third Amendment dated January 31, 2014, the Fourth Amendment
dated August 7, 2014, (collectively, the “Lease, as amended”) with respect to approximately 2,359 rentable square
feet, suite 2241, in the building located on the property known as 222 Third Street, Cambridge, Middlesex County, Massachusetts;
and


 


WHEREAS,
Landlord and Tenant desire to further amend the Lease, as amended, to extend the term and to make other changes to the Lease,
as amended, as agreed to by the parties hereunder.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree to amend the Lease, as amended, as follows:


 


	1.	The
    Effective Date of this Fifth Amendment shall be May 1, 2017.
	 	 
	2.	As
    of the Effective Date, Section 1.1 of the Lease, Term will be amended to extend the term by One (1) Year, terminating on April
    30, 2018
	 	 
	3.	As
    of the Effective Date, Section 2.2 of the Lease, Term will be amended to add the following.


 


Provided
the Tenant shall not be in default beyond the expiration of any applicable grace period of any of the terms or provisions of this
Lease on Tenant’s part to be performed or observed, both as at the date of exercise of any such option and as at the commencement
of any such extended Term, unless such default is waived by Landlord, the Tenant may, at its option, extend the Term for up to
two periods of one (1) year each, by written notice to the Landlord given at least three (3) months prior to the expiration of
the original or then extended Term. All of the terms and provisions of this Lease shall be applicable during any such extended
Term, except such terms and provisions as relate to any Landlord Work (if any) and any option(s) to extend the Term which have
then been seasonably exercised, and the rent to be paid during such extended Term period shall be as provided for in Section 1.1,
as such provision may be amended upon written agreement of the parties.


 


	4.	As of the Effective Date, Section 1.1 of the Lease, Annual Fixed Rent will be amended to the following:



 


	 	5/1/2017
    – 4/30/2018:	$143,899.00
    ($61.00 /sf), $11,992.00/month


 


Extension
Periods:


	 	5/1/2018
    – 4/30/2019:	$148,617.00
    ($63.00 /sf), $12,385.00/month
	 	5/1/2019
    – 4/30/2020:	$150,976.00
    ($64.00/sf), $12,581.00/month


 


	5.	Tenant
    represents and warrants that Tenant has had no contact with any broker in connection with this Fifth Amendment to Lease. Landlord
    represents and warrants the Landlord has had no contact with any broker in connection with this Fifth Amendment. Landlord
    and Tenant will each indemnify and hold the other harmless in the event that any broker claims a commission from Landlord
    as a result of representing Tenant or from Tenant as a result of representing Landlord Except as expressly amended by this
    Fifth Amendment, all of the terms and conditions of the Lease, as amended, shall remain unchanged and in full force and effect.


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Fifth Amendment to be executed as of the date first above written.


 


	LANDLORD:	AMERICAN
    TWINE LIMITED PARTNERSHIP
	 	 	 
	 	By:	ATLP,
    Inc., its General Partner
	 	 	 
	 	By:	/s/
    Anthony Goschalk
	 	 	Anthony
    Goschalk, 
	 	 	President
	 	 	 
	TENANT:	Variation
    Biotechnologies (US), Inc.
	 	 	 
	 	By:	/s/
    Jeff Baxter
	 	Name:
    	Jeff
    Baxter
	 	Title:	President
    and CEO