EX-10.4



 Exhibit 10.4 

FIRST AMENDMENT TO LEASE AGREEMENT 

THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made as of May 21, 2015, by and between
ARE-SEATTLE NO. 16, LLC, a Delaware limited liability company (“Landlord”), and JUNO THERAPEUTICS, INC., a Delaware corporation (“Tenant”). 

RECITALS 
 A.
Landlord and Tenant are parties to that certain Lease Agreement dated as of April 6, 2015 (the “Lease”). Pursuant to the Lease, Tenant shall lease certain premises consisting of a minimum of three floors (the
“Premises”) in that certain to be constructed building located at 400 Dexter Avenue North, Seattle, Washington. Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease. 

B. Landlord and Tenant desire to amend the Lease to, among other things, (i) document which floors Tenant has selected as the
Initial Premises and Fixed Expansion Premises and (ii) reflect the order in which Tenant shall be required to lease the Expansion Floors in the Fixed Expansion Premises. 

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.	Initial Premises. The Initial Premises shall mean approximately 90,423 rentable square feet of the Building, consisting of (i) the 9th floor
containing approximately 23,586 rentable square feet, (ii) the 10th floor containing approximately 23,586 rentable square feet, (iii) the
11th floor containing approximately 23,586 rentable square feet, and (iv) the 12th floor containing approximately 19,665 rentable square
feet, and all of the same together shall constitute the Premises. The Premises are more particularly shown on Exhibit A attached hereto. The Rentable Area of the Premises and the Building shall be determined prior to the Rent Commencement Date as
provided for in Section 5 of the Lease. 

  

	2.	Security Deposit. As required under the Lease, the Security Deposit required in connection with the Premises is hereby increased from $320,000 to $361,698.56. Tenant shall be required, on or before the
date that it is 10 days after the date of this First Amendment, to deliver to Landlord a new Letter of Credit for the additional $41,698.56 or an amendment to the existing Letter of Credit increasing the same by $41,698.56. 


 

	3.	Right to Expand. The first paragraph of Section 39 of the Lease along with Section 39(a), (b) and (c) of the Lease are all hereby deleted in their entirety
and replaced with the following: 

 “39. Rights to Expand. Subject to the provisions of this
Section 39, Tenant shall have certain rights to expand the Premises to include the Fixed Expansion Premises. The 6th floor containing approximately 23,558 rentable square feet, the 7th floor containing approximately 23,726 rentable square feet, and the 8th floor containing approximately 23,726 rentable square feet are
collectively referred to herein as the “Fixed Expansion Premises”, and each is individually referred to herein as an “Expansion Floor”. Tenant shall be required to expand the Premises pursuant to
Section 39(a), (b) and (c) in the order of the floor most contiguous to the least contiguous vis-a-vis the Initial Premises (i.e., expansion in the order of first the
8th floor, then the 7th floor and finally the 6th floor). 

 
 



 

  
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 (a) Initial Fixed Expansion Option. Subject to the terms of this
Section 39, Tenant shall have the right (the “Initial Expansion Right”), but not the obligation to expand the Premises for Tenant’s own use to include one, two or three of the Expansion Floors. For the avoidance of
any doubt, in no event may Tenant elect to exercise its Initial Expansion Right for any partial floor(s). If Tenant elects to exercise its Initial Expansion Right with respect to 1 or more full Expansion Floors of the Fixed Expansion Premises,
Tenant shall deliver written notice (an “Initial Expansion Election Notice”) to Landlord on or before the date that is 6 months after the Commencement Date (“Initial Option Expiration Date”) identifying the number
of floors of the Fixed Expansion Premises with respect to which Tenant elects to exercise its Initial Expansion Right (“Identified Initial Expansion Premises”). For the avoidance of any doubt, (i) if Tenant elects to lease only
1 Expansion Floor pursuant to the Initial Expansion Right, then such Expansion Floor shall be the 8th floor, and (ii) if Tenant elects to lease only 2 Expansion Floors pursuant to the Initial
Expansion Right, then such Expansion Floors shall be the 8th floor and the 7th floor. If Tenant elects not to exercise the Initial Expansion
Right, the 6th floor shall be released from the Fixed Expansion Premises and Tenant shall have no further right to lease the 6th floor pursuant
to the provisions of Section 39(a), (b) and/or (c). If Tenant timely delivers an Initial Expansion Election Notice to Landlord, Tenant shall lease the Identified Initial Expansion Premises on the same terms and
conditions pursuant to which Tenant is leasing the initial Premises, except as otherwise provided in this Section 39(a). 

If Tenant timely exercises its Initial Expansion Right with respect to one or more Expansion Floors of the Fixed Expansion
Premises, (i) Landlord shall Deliver the Identified Initial Expansion Premises to Tenant within 10 days after Landlord’s receipt of Tenant’s Initial Expansion Election Notice with the Building Shell for the Identified Initial
Expansion Premises in Tenant Improvement Work Readiness Condition so that Tenant may commence construction of tenant improvements in the Identified Initial Expansion Premises, (ii) commencing on the earlier of (x) the date that is 6 months
after Landlord Delivers the Identified Initial Expansion Premises to Tenant pursuant to subsection (i), and (y) the Substantial Completion of the tenant improvements in the Identified Initial Expansion Premises (as applicable, the
“Initial Option Premises Commencement Date”), the Premises shall be expanded to include the Identified Initial Expansion Premises and Tenant shall commence paying Base Rent with respect to the Identified Initial Expansion Premises
on a per rentable square foot basis at the then-current Base Rent per rentable square foot being paid with respect to the initial Premises, as adjusted pursuant to Section 4, (iii) Tenant shall not be entitled to any abatement of
Base Rent with respect to the Identified Initial Expansion Premises, (iv) commencing on the Initial Option Premises Commencement Date, the definition of “Tenant’s Share of Operating Expenses” shall be proportionately
increased to include the Identified Initial Expansion Space and Tenant shall commence paying Tenant’s Share of Operating Expenses with respect to the Identified Initial Expansion Premises, and (v) Tenant shall be entitled to a tenant
improvement allowance for tenant improvements in the Identified Initial Expansion Premises in the amount of $145.00 per rentable square foot of the Identified Initial Expansion Premises and the tenant improvements shall be designed and constructed
(and the funds for the same disbursed) on substantially similar terms as the Work Letter. The parties shall execute an amendment to this Lease documenting Tenant’s leasing of the Identified Initial Expansion Premises on the terms set forth
herein promptly after Tenant delivers to Landlord the Initial Expansion Election Notice. 
 (b) Second Fixed Expansion
Option. Subject to the terms of this Section 39, Tenant shall have the right (the “Second Expansion Right”), but not the obligation, to expand the Premises for Tenant’s own use to include (v) the 8th floor if Tenant did not elect to exercise its Initial Expansion Right, (w) the 8th floor and the 7th floor if Tenant did not elect to exercise its Initial Expansion Right with respect to the 8th floor, (x) the 7th floor if Tenant elected to exercise its Initial Expansion Right for the 8th floor, (y) the
7th floor and the 6th floor if Tenant elected to exercise its Initial Expansion Right with respect to the 8th floor, or (z) the 6th floor if Tenant elected to exercise its Initial Expansion Right with respect to the 8th floor and the 7th floor. For the avoidance of any doubt, in no event may Tenant elect to exercise its Second Expansion 

 
 



 

  
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Right for any partial floor(s). If Tenant elects to exercise its Second Expansion Right for the Expansion Floor(s) described in the first sentence of this Section 39(b), Tenant shall
deliver written notice (an “Second Expansion Election Notice”) to Landlord on or before the date that is 18 months after the Commencement Date (“Second Option Expiration Date”) exercising its Second Expansion Right
and identifying whether Tenant is electing option (v), (w), (x), (y) or (z) as the floor(s) to be leased pursuant to Tenant’s Second Expansion Right (as applicable, the “Identified Second Expansion Premises”). If
Tenant elects not to exercise the Second Expansion Right and Tenant did not elect to lease the 8th floor and 7th floor as part of the Initial
Expansion Right, the 7th floor shall be released from the Fixed Expansion Premises and Tenant shall have no further right to lease the 7th
floor pursuant to the provisions of Section 39(a), (b) and/or (c). If Tenant timely delivers a Second Expansion Election Notice, Tenant shall lease the Identified Second Expansion Premises on the same terms and
conditions pursuant to which Tenant is leasing the initial Premises, except as otherwise provided in this Section 39(b). 

If Tenant timely exercises its Second Expansion Right with respect to one or both remaining floors of the Fixed Expansion
Premises, (i) Landlord shall Deliver the Identified Second Expansion Premises to Tenant within 10 days after Landlord’s receipt of Tenant’s Second Expansion Election Notice with the Building Shell for the Identified Second Expansion
Premises in Tenant Improvement Work Readiness Condition so that Tenant may commence construction of the tenant improvements in the Identified Second Expansion Premises, (ii) commencing on the earlier of (x) the date that is 6 months after
Landlord Delivers the Identified Second Expansion Premises to Tenant pursuant to subsection (i), and (y) the Substantial Completion of the tenant improvements in the Identified Second Expansion Premises (as applicable, the “Second
Option Premises Commencement Date”), the Premises shall be expanded to include the Identified Second Expansion Premises and Tenant shall commence paying Base Rent with respect to the Identified Second Expansion Premises on a per rentable
square foot basis at the then-current Base Rent per rentable square foot being paid with respect to the initial Premises, as adjusted pursuant to Section 4, (iii) Tenant shall not be entitled to any abatement of Base Rent with
respect to the Identified Second Expansion Premises, (iv) commencing on the Second Option Premises Commencement Date, the definition of “Tenant’s Share of Operating Expenses” shall be proportionately increased to include
the Identified Second Expansion Space Tenant and Tenant shall commence paying Tenant’s Share of Operating Expenses with respect to the Identified Second Expansion Premises, and (v) Tenant shall be entitled to a tenant improvement allowance
for tenant improvements in the Identified Second Expansion Premises in the amount of $145.00 per rentable square foot of the Identified Second Expansion Premises, and the tenant improvements shall be designed and constructed (and the funds for the
same disbursed) on substantially similar terms as the Work Letter. The parties shall execute an amendment to this Lease documenting Tenant’s leasing of the Identified Second Expansion Premises on the terms set forth herein promptly after Tenant
delivers to Landlord the Second Expansion Election Notice. 
 (c) Third Fixed Expansion Option. Subject to the terms
of this Section 39, Tenant shall have the right (the “Third Expansion Right”), but not the obligation to expand the Premises for Tenant’s own use to include (as applicable, the “Third Expansion
Premises”) (y) the 8th floor if Tenant did not lease the 8th floor pursuant to its Initial Expansion Right or its Second
Expansion Right or (z) the 6th floor if Tenant elected to exercise its Initial Expansion Right with respect to the 8th floor and Tenant
elected to exercise its Second Expansion Right with respect to the 7th floor. For the avoidance of any doubt, in no event may Tenant elect to exercise its Third Expansion Right for any partial
portion of such floor. If Tenant elects to exercise its Third Expansion Right with respect to the Third Expansion Premises, Tenant shall deliver written notice (a “Third Expansion Election Notice”) to Landlord of such election on or
before the date that is 30 months after the Commencement Date (“Third Option Expiration Date”). If Tenant has not delivered to Landlord a Third Expansion Notice prior to the Third Option Expiration Date, Tenant shall be deemed to
have forever waived its right to lease the Third Expansion Premises and Tenant shall have no further rights to expand the Premises under this Section 39(a), (b) and/or (c). If Tenant timely delivers a Third Expansion
Election Notice, Tenant shall lease the Third Expansion Premises on the same terms and conditions pursuant to which Tenant is leasing the initial Premises, except as otherwise provided in this Section 39(c). 

 
 



 

  
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 If Tenant timely exercises its Third Expansion Right, (i) Landlord shall
Deliver the Third Expansion Premises to Tenant within 10 days after Landlord’s receipt of Tenant’s Third Expansion Election Notice with the Building Shell for the Third Expansion Premises in Tenant Improvement Work Readiness Condition so
that Tenant may commence construction of the tenant improvements in the Third Expansion Premises, (ii) commencing on the earlier of (x) the date that is 6 months after Landlord Delivers the Third Expansion Premises to Tenant pursuant to
subsection (i), and (y) the Substantial Completion of the tenant improvements in the Third Expansion Premises (as applicable, the “Third Option Premises Commencement Date”), the Premises shall be expanded to include the Third
Expansion Premises and Tenant shall pay Base Rent with respect to the Third Expansion Premises on a per rentable square foot basis at the then-current Base Rent per rentable square foot being paid with respect to the initial Premises, as adjusted
pursuant to Section 4, (iii) Tenant shall not be entitled to any abatement of Base Rent with respect to the Third Expansion Premises, (iv) commencing on the Third Option Premises Commencement Date, the definition of
“Tenant’s Share of Operating Expenses” shall be proportionately increased to include the Third Expansion Premises and Tenant shall commence paying Tenant’s Share of Operating Expenses with respect to the Third Expansion
Premises, and (v) Tenant shall be entitled to a tenant improvement allowance for tenant improvements in the Third Expansion Premises (x) in the amount of $145.00 per rentable square foot of the Third Expansion Premises if Tenant delivers a
Third Expansion Election Notice prior to the last day of 25th month after the Commencement Date, or (y) in an amount prorated based on $145.00 per rentable square foot of the Third Expansion
Premises and the number of months remaining in the Base Term from and after the Third Option Premises Commencement Date, if Tenant delivers a Third Expansion Election Notice after the last day of the
25th month after the Commencement Date (for example, if Tenant delivers a Third Expansion Election Notice during the 30th month after the
Commencement Date then Tenant shall be entitled to a tenant improvement allowance equal to $82.86 per rentable square foot of the Third Expansion Premises). The tenant improvements for the Third Expansion Premises shall be designed and constructed
(and the funds for the same disbursed) on substantially similar terms as the Work Letter. The parties shall execute an amendment to this Lease documenting Tenant’s leasing of the Third Expansion Premises on the terms set forth herein promptly
after Tenant delivers to Landlord the Third Expansion Election Notice.” 
 The rentable area of the Fixed Expansion Premises shall be
determined prior to the Rent Commencement Date as provided for in Section 5 of the Lease. The Fixed Expansion Premises are more particularly shown on Exhibit B attached hereto. 

 

	4.	Miscellaneous. 

 a. This First 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 including, without limitation, that certain letter dated April 30, 2015, from Tenant to Landlord.
This First Amendment may be amended only by an agreement in writing, signed by the parties hereto. 
 b. This First Amendment is binding upon
and shall inure to the benefit of the parties hereto, and their respective successors and assigns. 
 c. This First 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 First Amendment attached thereto. 

 
 



 

  
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 d. Except as amended and/or modified by this First 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 First Amendment. In the event of any conflict between the provisions of this First Amendment and the provisions of the Lease, the
provisions of this First Amendment shall prevail. Whether or not specifically amended by this First 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
First Amendment. 
 (Signatures on next page) 
  





 

  
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 IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year
first above written. 
  

									
		 	TENANT:
		
		 	JUNO THERAPEUTICS, INC.,
		 	a Delaware corporation
			
		 	By:	  	 /s/ Bernard J. Cassidy

		 	Its:	  	Secretary & General Counsel
		
		 	LANDLORD:
		
		 	 ARE-SEATTLE NO. 16, 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:	  	 Jackie Clem

		 		  		  	Its:	  	Senior Vice President, 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 May 21, 2015, before me, Charles L. Murphy, a Notary Public, personally appeared Jackie Clem 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/ Charles L. Murphy
	  	
	Signature of Notary	  	 (Affix seal here)

		  	 /seal/


  
 



 

  
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 TENANT’S ACKNOWLEDGMENT 

 

					
	STATE OF WASHINGTON	  		  	
		  	ss.	  	
	COUNTY OF KING	  		  	

 On this 19 day of May, 2015, before me personally appeared Barney Cassidy, to me known to be the General Counsel of Juno
Therapeutics, a             , 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/ Patricia Betty Grossbard

	(Signature of Notary)
	
	 Patricia Betty Grossbard

	(Legibly Print or Stamp Name of Notary)
	
	Notary public in and for the State of Washington, residing at 307 Westlake Ave. N. Seattle, WA 98109


 My appointment expires 5/12/2016 

/seal/ 
  





 

  
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 Exhibit A 

Initial Premises 
  

 
 



 
  
 



 

  
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 Exhibit B 

Fixed Expansion Premises 
  





 
  
 



 

  
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