Item 1.01 Entry into a Material Definitive Agreement
On December 29, 2020, Oncorus, Inc. (the Company) entered into a lease agreement (the Lease) with
IQHQ-4 Corporate, LLC (the Landlord), pursuant to which the Company will lease approximately 33,518 square feet in Pod 4 (the Pod 4 Portion) and approximately 54,666 square feet in Pod 5 (the
Pod 5 Portion) of a manufacturing facility located at 4 Corporate Drive, Andover, Massachusetts (the Pod 4 Portion and the Pod 5 Portion together, the Premises). The Company also has a right of
first offer to lease certain additional space located at the manufacturing facility, subject to the terms and conditions set forth in the Lease.
The
monthly rent payments under the Lease for the Pod 4 Portion are expected to commence on October 1, 2021 (the Pod 4 Rent Commencement Date), reflecting an approximately nine-month rent-free period following the
execution of the Lease. The Company has the right to occupy the Pod 4 Portion prior to the Pod 4 Rent Commencement Date, subject to the completion of tenant improvements, and would be responsible for proportional base rent payments, utilities, and
the Companys proportionate share of operating costs and taxes attributable to the Pod 4 Portion, provided that such payments of base rent for the occupancy of the Pod 4 Portion would commence no earlier than July 1, 2021 in any event.
Beginning on the Pod 4 Rent Commencement Date, the Company will be obligated to make monthly base rent payments, which will initially be $121,502.75 and will increase to $183,783.33 during the initial term of the Lease. The monthly rent payments
under the Lease for the Pod 5 Portion are expected to commence on January 1, 2022 (the Pod 5 Rent Commencement Date), reflecting an approximately one-year rent-free period
following the execution of the Lease. Beginning on the Pod 5 Rent Commencement Date, the Company will be obligated to make monthly base rent payments, which will initially be $198,164.25 and will increase to $299,741.25 during the initial term of
the Lease. In addition to the monthly base rent payments, the Company will be obligated to pay utilities and its proportionate share of the operating costs and taxes attributable to the Premises, subject to specified limits.
Pursuant to the Lease, the Landlord will contribute up to $14.2 million toward the cost of specified tenant improvements for the Premises. The Company
will be responsible for constructing interior improvements of the Premises. The Company is also required to provide the Landlord with a letter of credit as support for the Companys obligations under the Lease. The Company was not required to
provide a security deposit in connection with its entry into the Lease. The Company may not sublease the Premises without the Landlords consent other than to specified entities.
The term of the Lease will continue for 15 years from the Pod 5 Rent Commencement Date, or approximately December 31, 2036, unless earlier terminated in
accordance with the terms of the Lease. The Company has two options to extend the term of the Lease for the entire Premises for a period of 10 years each, with rent during the extended term being based on the then-prevailing market rental rate. The
Company may exercise each option not less than nine months and not more than 15 months prior to the expiration of the term.
The foregoing summary of the
Lease does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease, which will be filed as an exhibit to the Companys Annual Report on Form 10-K for the
year ending December 31, 2020.