Item 1.01 Entry into a Material Definitive Agreement.
On April 11, 2019, Agios Pharmaceuticals, Inc. (the Company) entered into a lease (the 38 Sidney Lease) with Thirty-Eight Sidney
Street LLC (the Landlord), pursuant to which the Company will lease approximately 13,000 square feet of office space located at 38 Sidney Street, Cambridge, Massachusetts (the New Premises). The date on which the Company will
become responsible for paying rent under the 38 Sidney Lease (the Rent Commencement Date) will be the earlier of 120 days following the Commencement Date (estimated to be May 1, 2019) or the date upon which the Company first begins
conducting business at the New Premises. The initial term of the 38 Sidney Lease will commence on the Commencement Date and expire on February 29, 2028, unless sooner terminated. The 38 Sidney Lease also provides for a tenant improvement
allowance of approximately $975,000 for improvements to be made to the New Premises, an option for the Company to extend the Lease for two consecutive five-year periods at fair market rent, as defined in the 38 Sidney Lease, as well as certain
rights with respect to leasing additional space at the 38 Sidney Street building, as more particularly described in the Lease. The Companys monthly base rent for the New Premises will start at approximately $76,000 commencing on the Rent
Commencement Date and will increase on an annual basis up to a maximum monthly base rent of approximately $96,000.
In connection with the 38 Sidney
Lease, on April 11, 2019, the Company entered into a Fourth Amendment to Lease (the Fourth 88 Sidney Lease Amendment) with Forest City 88 Sidney Street, LLC (the 88 Sidney Landlord). The Fourth 88 Sidney Lease Amendment
amends certain terms of the Companys existing lease with the 88 Sidney Landlord, dated September 15, 2014 and as amended on November 21, 2014, July 20, 2015 and November 17, 2017 (the Existing 88 Sidney Lease),
pursuant to which the Company leases office space located at 88 Sidney Street, Cambridge, Massachusetts (the 88 Sidney Premises). The Fourth 88 Sidney Lease Amendment, which is effective as of April 11, 2019, extends the initial
term of the Existing 88 Sidney Lease, by approximately three years through February 29, 2028, so that it is coterminous with the 38 Sidney Lease described above. The Companys extension options under the Existing 88 Sidney Lease shall
continue as set forth in the Existing 88 Sidney Lease, and monthly base rent for the 88 Sidney Premises will increase from approximately $1.2 million at the original expiration date to approximately $1.3 million at the modified expiration
date.
Also in connection with the 38 Sidney Lease, on April 11, 2019, the Company entered into a Third Amendment to Lease (the Third 64 Sidney
Lease Amendment) with UP 64 Sidney Street, LLC (the 64 Sidney Landlord). The Third 64 Sidney Lease Amendment amends certain terms of the Companys existing lease with the 64 Sidney Landlord, dated November 17, 2017, 2014
and as amended on April 11, 2018 and December 14, 2018 (the Existing 64 Sidney Lease), pursuant to which the Company leases approximately 42,500 square feet of office space located at 64 Sidney Street, Cambridge, Massachusetts
(the 64 Sidney Premises). The Third 64 Sidney Lease Amendment, which is effective as of April 11, 2019, extends the initial term of the Existing 64 Sidney Lease, by approximately three years through February 29, 2028, so that
it is coterminous with the 38 Sidney Lease described above, and provides the Company with additional rights with respect to leasing additional space at the 64 Sidney Street building, as more particularly described in the Third 64 Sidney Lease
Amendment. The Companys extension options shall continue as set forth in the Existing 64 Sidney Lease, and monthly base rent for the 64 Sidney Premises will increase from approximately $313,000 at the original expiration date to approximately
$350,000 at the modified expiration date.
The foregoing description is a summary of certain terms of the 38 Sidney Lease, the Fourth 88 Sidney Lease
Amendment and the Third 64 Sidney Lease Amendment, and, by its nature, is incomplete. It is qualified in its entirety by the text of the 38 Sidney Lease, the Fourth 88 Sidney Lease Amendment and the Third 64 Sidney Lease Amendment, copies of which
will be filed with the exhibits to the Companys quarterly report on Form
10-Q
for the quarter ending June 30, 2019.