Item 1.02. Termination of a Material Definitive Agreement.

On December 12, 2022 (the "Effective Date"), Rubius Therapeutics, Inc. (the "Company") entered into an Agreement for Termination of Lease with ARE-MA Region No. 58, LLC ("Landlord") for certain premises (the "Premises") located at 399 Binney Street, Cambridge, Massachusetts 02139 (the "Lease Termination Agreement"). The Lease Termination Agreement provides that the Lease Agreement, dated as of January 18, 2018, by and between the Company and Landlord (as amended, the "Lease") will terminate on January 31, 2023 (the "Lease Termination Date").

As consideration for Landlord's agreement to enter into the Lease Termination Agreement and accelerate the expiration date of the term of the Lease, the Company has agreed to: (a) pay to Landlord a lease termination payment of approximately $6,973,308, consisting of (i) Landlord's right to draw the full amount of a letter of credit that it currently holds under the Lease, in the amount of $1,573,308, (ii) an initial payment of $4,300,000 due within three (3) business days following the Effective Date, provided that Company has the right to deduct from such initial payment $910,060.68, which constitutes rent previously paid by Company to Landlord for the month of December 2022, and (iii) a subsequent payment of $1,100,000 due on or before the Lease Termination Date, and (b) convey ownership to Landlord of certain items of personal property, furniture, fixtures and equipment located within the Premises. As set forth therein, the Lease Termination Agreement also provides for certain contingent payments payable by Landlord to the Company in the event that Landlord enters into a new lease agreement for the Premises with a third party or parties (any such third party, a "New Tenant") pursuant to which the New Tenant actually commences paying rent during the period from February 1, 2023 through July 5, 2023. The Company will have no further rent obligations to Landlord pursuant to the Lease following the Effective Date.

The foregoing description of the Lease Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
No.                                       Description

  10.1       Agreement for Termination of Lease, dated December 12, 2022, by and
           between Rubius Therapeutics, Inc. and ARE-MA Region No. 58, LLC.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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