Exhibit 10.2

FIFTH AMENDMENT TO LEASE

THIS FIFTH AMENDMENT TO LEASE (this “Fifth Amendment”) is made as of September 27, 2016, by and between ARE-SEATTLE NO. 10, LLC, a Delaware limited liability company (“Landlord”), and PHASERX INC., a Delaware corporation (“Tenant”).

RECITALS

A.       Landlord and Tenant entered into that certain Lease Agreement dated as of February 9, 2010, as amended by that certain First Amendment to Lease dated as of October 1, 2014, as further amended by that certain Second Amendment to Lease dated as of May 21, 2015, as further amended by that certain Third Amendment to Lease dated as of September 8, 2015, and as further amended by that certain Fourth Amendment to Lease dated as of February 23, 2016 (as amended, the “Lease”). Pursuant to the Lease, Tenant leases certain premises consisting of approximately 2,896 rentable square feet (“Premises”) in a building located at 410 Elliott, Seattle, Washington. The Premises are more particularly described in the Lease and are part of the Project legally described on the attached Exhibit A. Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease.

B.        The Base Term of the Lease is scheduled to expire on November 30, 2016.

C.       Landlord and Tenant desire, subject to the terms and conditions set forth herein, to amend the Lease to, among other things, extend the Term of the Lease through November 30, 2021 (the “Extended Expiration Date”).

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:

a.       This Fifth 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. This Fifth Amendment may be amended only by an agreement in writing, signed by the parties hereto.

b.       This Fifth Amendment is binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

c.       This Fifth 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 Fifth Amendment attached thereto.

d.       Except as amended and/or modified by this Fifth 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 Fifth Amendment. In the event of any conflict between the provisions of this Fifth Amendment and the provisions of the Lease, the provisions of this Fifth Amendment shall prevail. Whether or not specifically amended by this Fifth 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 Fifth Amendment.

e.       Neither this Fifth Amendment nor a memorandum of this Fifth Amendment shall be filed by or on behalf of Tenant in any public record.

[Signatures are on the next page.]

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of the day and year first above written.

LANDLORD’S ACKNOWLEDGMENT

On September 28, 2016, before me, Shelly Kroll-Hancock, a Notary Public, personally appeared Eric S. Johnson 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/ Shelly Kroll-Hancock

________________________________

Signature of Notary                                                                                           (Affix seal here)

TENANT’S ACKNOWLEDGMENT

On this 24th day of September 2016, before me personally appeared Robert Overell, to me known to be the President and CEO of PhaseRx, a Delaware Corp., 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.

My appointment expires 4/5/2017           

Exhibit A

Description of Project

LOTS 7 THROUGH 11 INCLUSIVE, BLOCK 5, D.T. DENNY’S WATERFRONT ADDITION TO THE CITY OF SEATTLE, ACCORDING TO THE PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE 61, RECORDS OF KING COUNTY, WASHINGTON.