Exhibit 10.3

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FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE ("Amendment") is made and entered into as of July 13, 2021, by and between AG-LC 465 NORTH HALSTEAD OWNER, L.P., a Delaware limited partnership ("Landlord"), and XENCOR, INC., a Delaware corporation ("Tenant").

r e c i t a l S:

A.ANGELO GORDON REAL ESTATE, INC., a Delaware corporation (“Original Landlord”) and Tenant entered into that certain Agreement of Lease, dated as of April 30, 2021 (the “Agreement for Lease”) providing for the effectiveness of that certain Lease dated April 30, 2021 between Original Landlord and Tenant (the "Lease"), whereby Tenant agreed to lease from Original Landlord approximately 129,543 rentable square feet of space (the "Premises") on the second (2^nd) floor of the building located at 465 North Halstead, Pasadena, California 91107 ("Building"), subject to the acquisition of the Building and related land and real property assets under the Lease (collectively, the “Property”) by Original Landlord or the AG Affiliate (as defined in the Agreement for Lease).  

B.Landlord, as the AG Affiliate, acquired the Property by Grant Deed recorded on July 13, 2021, as Document/Instrument No. 20211082708, in the Official Records, Recorder’s Office, Los Angeles County, California and Original Landlord assigned all right, title, and interest in the Lease to Landlord pursuant to that certain Assignment and Assumption Agreement dated as of June 30, 2021.

C.In furtherance of the terms and provisions of the Agreement for Lease applicable to the acquisition of the Property by AG Affiliate, Landlord and Tenant desire to amend the Lease on the terms and conditions set forth in this Amendment.

a g r e e m e n T:

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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“2.2Premises Delivery Dates.  Subject to Force Majeure events, Landlord shall deliver possession of the Phase 1 Premises to Tenant on July 1, 2021 (the "Phase 1 Premises Delivery Date").  Landlord and Tenant acknowledge and agree that the Phase 2 Premises is subject to an existing lease (the “Existing Lease”) dated as of April 17, 2015 by and between Landlord’s predecessor-in-interest in the Project, DWF IV 465 Halstead, LLC, a Delaware limited liability company (as landlord) and GMTO Corporation, a Delaware corporation (as tenant) (“Existing Tenant”).  The Existing Lease is scheduled, by its terms as of the date hereof, to terminate on November 30, 2022, subject, however, to Existing Tenant’s three (3) year extension option set forth therein.  Landlord shall, subject to Force Majeure events, deliver possession of the Phase 2 Premises to Tenant thirty (30) days after the expiration or sooner termination of the Existing Lease (the "Phase 2 Premises Delivery Date").  Landlord shall use commercially reasonable efforts to deliver the Phase 2 Premises to Tenant as soon as reasonably possible.  Notwithstanding the foregoing, in the event the Phase 1 Premises Delivery Date is other than the date set forth above, then Landlord and Tenant shall agree upon an equitable adjustment to the Lease Commencement Date (and the same shall be confirmed in an amendment).”  

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IN WITNESS WHEREOF, this Amendment has been executed as of the day and year first above written.  

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