Lease abstract - REGENXBIO Inc. / 9712 & 9714 Medical Center Drive, Rockville, MD
Graded against FASB ASC Topic 842. Every field carries a document and section cite. Facts only - the classification conclusion and every other accounting judgement belong to the controller.
Document set abstracted (6 documents, 72,836 words):
| # | Document | Dated | Source |
|---|---|---|---|
| D1 | Lease | 6 Mar 2015 | SEC EX-10.26, RGNX CIK 1590877 |
| D2 | First Amendment to Lease | 30 Sep 2015 | SEC EX-10.31 |
| D3 | Second Amendment to Lease | 23 Nov 2015 | SEC EX-10.32 |
| D4 | Third Amendment to Lease | 21 Jul 2017 | SEC EX-10.1 (10-Q 30 Jun 2017) |
| D5 | Fourth Amendment to Lease | 20 Apr 2018 | SEC EX-10.1 (10-Q 31 Mar 2018) |
| D6 | Fifth Amendment to Lease | 30 Oct 2020 | SEC EX-10.3 (10-Q 30 Sep 2020) |
Referenced but not provided, and therefore not abstracted: the Acknowledgement of Term Commencement Date dated 17 Apr 2015 (D2 recital B); the Space License Agreement dated 22 Feb 2016 and its First Amendment dated 21 Jul 2017 (D6 recital B); Special Warranty Deed 8 May 2018 (D6 recital C); and the 9804 MCD Lease dated 1 Nov 2018 between ARE-Maryland No. 24, LLC and Tenant, which the second extension option’s expiry depends on (D6 §13). Flagged, not assumed.
Parties
| Field | Value | Cite |
|---|---|---|
| Landlord (original) | BMR-Medical Center Drive LLC, a Delaware LLC | D1 preamble, p.1 |
| Landlord (current) | ARE-Maryland No. 45, LLC, a Delaware LLC, 26 North Euclid Ave, Pasadena CA 91101 | D6 preamble, p.1 |
| Landlord change | Original Landlord sold both buildings to Landlord; Special Warranty Deed 8 May 2018, recorded 24 May 2018, Montgomery County MD, Book 56100 Page 90 | D6 recital C |
| Tenant | REGENXBIO Inc., a Delaware corporation | D1 preamble, p.1 |
| Notices to Landlord | per D1 §2.9 as superseded by D6 preamble address | D1 §2.9, p.3; D6 preamble |
| Notices to Tenant | REGENXBIO Inc., 1701 Pennsylvania Ave NW Suite 900, Washington DC 20006, Attn: General Counsel | D1 §2.10, p.3 |
Flagged: D1 §2.10 gives the Washington DC notice address; D6 preamble gives Tenant’s address as 9712 Medical Center Drive. D6 does not state that it amends §2.10. Whether notice must still go to the DC address is not resolved by the documents.
Premises
| Component | Rentable sf | Added by | Cite |
|---|---|---|---|
| 9712 Premises (1st floor, 9712 Bldg) | 10,833 | D1 | D1 recital B & §2.2, p.2 |
| 9714 Premises (2nd floor, 9714 Bldg) | 19,056 | D2 | D2 recital C & §4 |
| Suite 1114 Lab/Office (1st floor, 9714) | 5,043 | D4 | D4 recital C(i) |
| Storage Premises (amenities level, 9714) | 276 | D4 | D4 recital C(i) |
| Suite 1214 (1st floor, 9714) | 11,000 | D4 | D4 recital C(ii) |
| Additional First Floor (loading dock + restrooms) | 3,152 | D5 | D5 recital C(ii)-(iii) |
| Storage Area Premises (ex-License Area) | 894 | D6 | D6 recitals B & D, §3 |
| Total | 50,254 | computed | sum of the seven rows above |
Recomputed and tied. 9714 Building components sum to 39,421 sf, which is the figure D6 uses in its rent table. 9712 (10,833) + 9714 before Storage Area (38,527) = 49,360 sf, which is the aggregate stated in D6 recital A. Both tie exactly.
Term
| Field | Value | Cite |
|---|---|---|
| Execution date | 6 March 2015 | D1 preamble |
| Estimated Term Commencement | 1 April 2015 | D1 §2.4, p.3 |
| Original term length | 66 months from actual Term Commencement Date | D1 §3, p.4 |
| Estimated Term Expiration | 30 September 2020 | D1 §2.5, p.3 |
| Corrected expiry, 9712 Premises | 31 October 2020 | D2 §2 |
| Extension Term expiry | 30 September 2021 | D6 §13 |
| Second Extension Term | 65 months, 1 Oct 2021 - 28 Feb 2027 | D6 §13 |
| Current expiration | 28 February 2027 | D6 §13 |
Flagged: the actual Term Commencement Date is fixed by the Acknowledgement dated 17 Apr 2015, which was not provided. All original-term dates above are the estimates in D1 §2.4-2.5 as corrected by D2 §2, not the confirmed dates.
Base rent - Second Extension Term, recomputed
D6 §14 fixes these rates and expressly provides that Base Rent for this term applies “without any further escalation and any reference in the Existing Lease to escalation of Base Rent shall not apply to the Second Extension Term”. Each annual figure below is rentable area × rate; each monthly figure is annual ÷ 12. Every one reproduces the document exactly.
There is no escalation clause, and the table is not generated by one. The rates approximate 3% but are not 3%: the implied year-on-year step runs 2.9755% to 3.0273% on the 9712 Premises and 2.9938% to 3.0236% on the 9714 Premises, because each $/sf figure is rounded to the cent independently and the annual amounts are derived from those rounded rates. Entering “3% annual escalation” into a lease-accounting system would not tie to the document and would compound through the right-of-use asset and liability schedules. The operative rent is the stated table.
9712 Building Premises - 10,833 sf
| Period | $/sf | Annual | Monthly |
|---|---|---|---|
| 1 Oct 2021 - 30 Sep 2022 | 30.72 | 332,789.76 | 27,732.48 |
| 1 Oct 2022 - 30 Sep 2023 | 31.65 | 342,864.45 | 28,572.04 |
| 1 Oct 2023 - 30 Sep 2024 | 32.60 | 353,155.80 | 29,429.65 |
| 1 Oct 2024 - 30 Sep 2025 | 33.57 | 363,663.81 | 30,305.32 |
| 1 Oct 2025 - 30 Sep 2026 | 34.58 | 374,605.14 | 31,217.10 |
| 1 Oct 2026 - 28 Feb 2027 | 35.62 | 385,871.46 | 32,155.96 |
Cite for every row above: D6 §14.
9714 Building Premises - 39,421 sf
| Period | $/sf | Annual | Monthly |
|---|---|---|---|
| 1 Oct 2021 - 30 Sep 2022 | 31.75 | 1,251,616.75 | 104,301.40 |
| 1 Oct 2022 - 30 Sep 2023 | 32.71 | 1,289,460.91 | 107,455.08 |
| 1 Oct 2023 - 30 Sep 2024 | 33.69 | 1,328,093.49 | 110,674.46 |
| 1 Oct 2024 - 30 Sep 2025 | 34.70 | 1,367,908.70 | 113,992.39 |
| 1 Oct 2025 - 30 Sep 2026 | 35.74 | 1,408,906.54 | 117,408.88 |
| 1 Oct 2026 - 28 Feb 2027 | 36.81 | 1,451,087.01 | 120,923.92 |
Cite for every row above: D6 §14. Each row is a row of the table set out in that section.
Original-term rent (superseded, retained for history): D1 §2.3 p.2 - months 1-6 at $0.00, months 7-24 at $26.50/sf, then $27.30, $28.11, $28.96, $29.83 in 12-month steps. Same finding: D1 contains no base-term escalation formula - its only two uses of “escalation” are in §42.1, about option-term FMV - and the implied steps run 2.9670% to 3.0238%.
Rent abatement. Base Rent abated in full for the entire Premises for the 5-month period 1 Oct 2021 - 28 Feb 2022, conditional on no Default then existing. The Property Management Fee is not abated and is calculated on the Base Rent that would have been payable but for the abatement. D6 §15.
Operating expenses and recoveries
| Field | Value | Cite |
|---|---|---|
| Structure | Base-year stop. Tenant pays Pro Rata Share of increases over the Base Year | D1 §7.2, p.8 |
| Base Year | calendar year 2015, for both Real Estate Taxes and Operating Expenses | D1 §7.2, p.8 |
| Property Management Fee | payable in addition; defined at D1 §9.2(w) | D1 §7.2(b), p.8; D6 §15 |
| Pro Rata Share, 9712 Building | 47.29% (as of Term Commencement Date) | D1 §2.2, p.2 |
| Pro Rata Share, South Campus | 11.76% | D1 §2.2, p.2 |
| Pro Rata Share, Project | 5.05% | D1 §2.2, p.2 |
Flagged: §2.2 shares were restated by D2 §4 and again by D5 §3, each keyed to a different effective date. The shares current for the Second Extension Term are those in D5 §3 as affected by D6; the documents do not restate a single consolidated share table after D6, so the operative percentages must be read forward through D5 §3. Not resolved here.
Flagged: the Base Year remains calendar 2015 on its face across five expansions and two term extensions. No amendment provided resets it. A 2015 base year running to 2027 is unusual enough to be worth confirming against the landlord’s reconciliations rather than assumed correct.
Options, notice windows and critical dates
| Field | Value | Cite |
|---|---|---|
| Extension options | Two, three years each, entire Premises only (no partial exercise) | D1 §42, p.57 |
| First Option expiry | 28 February 2030 | D6 §13 |
| Second Option expiry | Not determinable - the Termination Date as defined in the 9804 MCD Lease | D6 §13 |
| Option rent | Fair market value, Rockville MD submarket, comparable age/quality/finish/transit | D1 §42.1, p.57 |
| FMV dispute mechanism | Baseball arbitration; single arbitrator, jointly paid; JAMS designates on deadlock | D1 §42.1, pp.57-58 |
| Option notice | Written, at least 9 months before end of then-current Term; time of the essence | D1 §42.3, p.58 |
| Options survive | Confirmed still in force and applicable to entire Premises | D6 §13 |
| Right of first refusal | 2nd floor, 9714 Medical Center Drive; subject to pre-existing rights incl. GlycoMimetics, Inc. | D1 §43, p.59 |
| Security deposit | $23,922.88 | D1 §2.6, p.3 |
The option expiry dates were restated twice, and a pile-reading gets both wrong
D4 §15 states, “for clarity”, that the first Option extends the Term to 30 September 2024 and the second to 30 September 2027. D6 §13 supersedes both - “notwithstanding any contrary provision contained in the Lease” - giving 28 February 2030 for the first Option and, for the second, the Termination Date defined in a separate lease.
Reading the six documents as a pile rather than a sequence therefore yields a first-Option expiration of 30 Sep 2024, which is both wrong and already in the past, and a second-Option expiration of 30 Sep 2027, which is wrong and not even the right kind of value - the operative figure is a cross-reference, not a date.
The second Option’s length cannot be determined from the documents provided. It resolves to the Termination Date under the 9804 MCD Lease dated 1 November 2018, between ARE-Maryland No. 24, LLC (an affiliate of Landlord) and Tenant, for premises at 9804 Medical Center Drive. That lease was not provided and is not abstracted here. Flagged, not estimated.
CRITICAL DATE - the first extension option notice window has closed
Term expires 28 Feb 2027 (D6 §13). D1 §42.3 requires notice at least nine months prior, making the deadline 28 May 2026. As at 2 August 2026 that date passed 66 days ago, and 210 days remain to expiry.
D1 §42.3 states time is of the essence, that Tenant assumes full responsibility for maintaining a record of the deadline, and that it would be inequitable to require Landlord to accept a late exercise. Whether the option is in fact lost is a legal question this abstract does not answer - it is reported as a fact about dates. If renewal is intended, this is the field to act on first.
ASC 842-10-25-2 classification criteria - facts only
The five criteria, each with what the documents say. The classification conclusion is the controller’s, per the scope of this abstract.
| # | Criterion (ASC 842-10-25-2) | Fact from the documents | Cite |
|---|---|---|---|
| (a) | Transfer of ownership by end of term | No provision transferring ownership appears in any of the six documents. | Searched D1-D6; D1 table of contents pp.i-ii lists no conveyance article |
| (b) | Option to purchase reasonably certain to be exercised | No purchase option appears in any of the six documents. Tenant’s only options are the two three-year extension options at FMV. | D1 §42, p.57; searched D1-D6 |
| (c) | Term for major part of remaining economic life | Term 1 Oct 2021 - 28 Feb 2027 (65 months). First Option extends to 28 Feb 2030 (101 months cumulative). The maximum term is not determinable: the second Option runs to the Termination Date under the 9804 MCD Lease, which was not provided. The documents also state no economic life or construction date. | D6 §13; D1 §42 |
| (d) | PV of lease payments ≥ substantially all of fair value | Payments are determinable from D6 §14 (tables above) plus recoveries under D1 §7.2. The documents state no fair value of the underlying asset and no discount rate. | D6 §14; D1 §7.2 |
| (e) | Specialised asset with no alternative use to lessor | Permitted Use under D1 is office use (§2.7, p.3). D4 adds Lab/Office and Storage permitted uses for the Suite 1114, Storage and Suite 1214 Premises (§5). Landlord retained a right of first refusal over adjacent 2nd-floor space and re-let the loading dock to Tenant after another tenant waived it, both indicating a re-lettable multi-tenant building. | D1 §2.7 p.3, §43 p.59; D4 §5; D5 recital C |
Criteria (c) and (d) cannot be completed from the lease documents alone. Economic life, fair value and the discount rate are inputs the controller supplies. Stated rather than guessed.
Corroborated against a source outside the document set
Everything above is derived from the six documents alone, which is the scope a buyer’s order defines. Because those documents stop at October 2020, one risk remained: a later amendment that was never filed as an exhibit would silently invalidate the term and the critical date. That was checked.
REGENXBIO’s Form 10-K for FY2025, filed 5 March 2026 (SEC accession 0001193125-26-094013), Note 6:
- “which expires in February 2027” - independently confirming the expiration derived here from the amendment chain. No later amendment moved it.
- “an option to extend the term of the lease for three additional years, as well as an option to extend the lease term to be coterminous with the 9804 Medical Center Drive Lease, which expires in September 2036” - this resolves the item flagged as not determinable above. The second option’s expiry, undeterminable from the lease documents alone, is September 2036.
- “As of December 31, 2025, the Company’s extension options under the 9712 Medical Center Drive Lease were excluded from the measurement of the right-of-use assets and lease liabilities as they were not reasonably certain of exercise.”
That last line matters for the critical date and is stated carefully. As at the last public disclosure, 31 December 2025, the options were unexercised and the company did not consider exercise reasonably certain. The notice deadline computed above is 28 May 2026, five months later. Whether notice was given inside that window is not publicly determinable - an exercise would not necessarily be separately disclosed. So the finding is: the deadline has passed, and the last public evidence shows the option unexercised. It is not a finding that the option was lost.
The corroboration is reported separately from the abstract proper because it comes from outside the ordered document set. A buyer receives the abstract; this section says what was checked beyond it.
Limits of this abstract
- Exhibits A, A-1, B, B-1, C-K were not reproduced in the filed text; premises depictions and the janitorial and insurance schedules are therefore uncited.
- Cites give document and section throughout, and page numbers for D1 where the filed text carries a page marker. D2-D6 as filed do not carry usable page numbers; section cites are exact.
- Source documents are SEC EDGAR exhibits. Portions of a filed exhibit may be omitted under a confidential-treatment request; no such marking was present on these six.
- A company files only material contracts, so the absence of a Sixth Amendment exhibit is not by itself proof that none exists. The 10-K corroboration above is what closes that gap, and it is current only to 31 December 2025.
- No estoppel, subordination agreement or side letter was provided.