Exhibit
10.1


 


Amendment
to Lease


This Amendment to Lease ("Amendment") dated September
10, 2007 (the "Effective Date") by and between EastPark  At 8A having an office at 1000 Eastpark Boulevard, Cranbury,
NJ 08512 (hereinafter called "Landlord"): and Pharmacopeia, Inc.,
having an office at 3000 Eastpark Boulevard, Cranbury, NJ 08512 (formerly known
as Pharmacopeia Drug Discovery, Inc. and hereinafter called
"Tenant").


 


W i t n e s s e t h:


 


WHEREAS,
the Landlord and Tenant's predecessor, Pharmacopeia, Inc. entered into a Lease
Agreement dated August 25, 2003 ("Lease") for Suite 1002, with an
address at 1002 Eastpark Boulevard, Cranbury, NJ, consisting of 18,191 square
feet in the office/industrial park known as Eastpark AT 8A ("Office Park");
and 


WHEREAS, said Lease was assigned to,
and assumed by, Tenant; and


WHEREAS, the parties now wish to
amend the existing Lease by adding additional space to be leased by Tenant; and



WHEREAS, the parties are also parties
to a lease for Building 3000 in the Office Park, which lease is not intended to
be amended by this Amendment. 


Now,
Therefore, the parties hereto covenant and agree as follows:


1.                  Landlord leases unto Tenant, and Tenant
rents from Landlord, three (3) additional Suites in the Office Park, known as
(i) Suite 1000, consisting of 8,475 rentable square feet; (ii) Suite 2004,
consisting of 2,550 rentable square feet; and (iii) Suite 2005,


 

















 


consisting of 5,100 rentable square feet. All such Suites are
on the same tax lot and block as Suite 1002.


2.                  The parties agree that the term of the
original Lease commenced on March 1, 2004 and will terminate on August 31,
2016.


3.                  Capitalized terms not otherwise defined
herein shall have the same meaning as those terms set forth in the Lease.


4.                  The Base Rent for each
Suite shall be as follows:


a.                                                                                       Suite 1000 shall be $15.00 per rentable
square foot, to commence on the date the work set forth in paragraph 5 below is
complete, and  the Suite is delivered to
Tenant.


b.                                                                                      Suite 2004 shall be $12.00 per rentable
square foot, subject to adjustment as set forth below, to commence upon
Substantial Completion of the office and laboratory improvements to be designed
by Tenant and completed by Landlord, as set forth below.


c.                                                                                       Suite 2005 shall be $30.00 per rentable
square foot, to commence on the date that the Suite is delivered to Tenant in
its "as is" condition, which includes the following existing
improvements:


 


- Two (2) eight foot fume hoods


- Two (2) four foot fume hoods


- Laboratory benches and upper cabinetry 


- One (1) Autoclave


- One (1) DI water
treatment system and recirculating distribution loop


- Two (2) Biological Safety Cabinets


- Kitchen Cabinets


- Dark Room


- Small vacuum pump; and


- Small Air Compressor.


 


 


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Tenant acknowledges that
it is aware that Redpoint Bio currently occupies Suite 2005 under a lease that
terminates on December 31, 2007. Landlord will immediately undertake good faith
efforts to encourage such tenant to vacate Suite 2005 early so that it can be
delivered to Tenant as early as possible.


d.                                                                                      Paragraph 4 of the Lease is hereby
amended to provide that such Base Rent set forth in subparagraphs (a), (b) and
(c) above shall be added to the Initial Base Rent. The parties further agree
that the first rent adjustment with respect to such Base Rent shall take place
on April 1, 2012, at which time the Base Rent shall increase by 3% per annum,
pro-rated from the commencement date of the term for each Suite. Subparagraphs
4.2, 4.3, 4.4 and 4.5 of paragraph 4 of the Lease shall also apply to the rent
for Suites 1000, 2004 and 2005. 


5.                                       Suite 1000 is already built-out but will
be refurbished by Landlord at its own expense in accordance with the following
provisions:


a.                                                                                       Landlord shall obtain any necessary
building permits, if required, and shall, at its own cost and expense: replace
the existing carpet with new carpet; replace existing ceiling tiles with new
ceiling tiles; replace existing 2' x 2' and 2' x 4' fluorescent light fixtures
with equivalent sized new fluorescent light fixtures; replace existing
incandescent bulbs with equivalent new incandescent bulbs placed


 


 


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into the existing
recessed/track fixtures; repaint the existing painted areas of the space in no
more than two (2) colors to be selected by Tenant and repair, if possible, the
existing wall paper in the entrance foyer and large conference room. If not
possible to repair, the wall paper shall be removed and these areas shall be
painted.


b.                                                                                      Landlord shall keep the existing rear
stairwell and shall renovate the stairwell areas with flat 2' x 4' ceiling
tiles and 2' x 4' prismatic fluorescent light fixtures; carpet the stairs and
landings with Landlord's standard carpet; paint the stairwell and railings;
and, subject to applicable building codes, install and provide a door from the
stairwell to Suite 1002.


c.                                                                                       The quality of the finishes for 5a. and
5b. above shall be consistent with the quality of the finishes in Suite 1002.


d.                                                                                      In the event the Township of South
Brunswick requires, at the time of occupancy, handicapped access to the 2nd
floor (Suite 1000), Landlord shall be responsible for installing such access.


e.                                                                                       Landlord represents that it will use its
best efforts to deliver Suite 1000 to Tenant within 180 days of the Effective
Date. In the event the Landlord's work, as set forth above in the paragraph, is
not completed by 240 days after the Effective Date, then Tenant shall receive a
credit, applicable when Tenant is required to begin paying rent with respect to
Suite 1000, of one and sixty-seven one hundredths cents $(0.0167) per square
foot per day that Tenant may


 


 


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offset against such rent
for the number of days equal to the number of days in excess of such 240-day
period that elapsed prior to Tenant's acceptance of Suite 1000.


f.                                                                                         Tenant shall within thirty (30) days of
the Effective Date provide to Landlord final specifications for all finishes
(i.e. carpet, paint, ceiling tiles, light fixtures) with respect to Suite 1000.


g.                                                                                      All existing wall paper, except as noted above,
VCT, ceramic tiles, and wood flooring shall remain as-is.


h.                                                                                      All existing built-in furniture shall
remain with the space in it's as-is condition.


6.                  In the event Tenant desires additional
construction in Suites 2004 or 2005, Tenant will be responsible for preparing
Plans for the build-out ("Tenant Improvements"), which will be
constructed by Landlord. The construction provisions of paragraph 3 of the
Lease, subject to mutually agreed common sense modifications to accomplish the
intent of the parties, shall apply with the following exceptions:


a.                                                                                       Tenant may designate a new architect or
Representative.


b.                                                                                      Tenant will provide Landlord with the
Plans for Suite 2004 no later than 14 weeks after the Effective Date. The Plans
shall be in sufficient detail to permit Landlord to apply for a building permit
and to prepare a Construction Budget for the Construction of the Tenant Improvements.
In the event Tenant fails to provides the Plans within said time period, then
the Base Rent set fort above, along


 


 


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with any Additional Rent
as provided in the Lease, shall commence. Such Rent shall be paid until the
Plans are delivered to Landlord. 


c.                                                                                       The second sentence of paragraph 3.4 (a)
shall not apply. 


d.                                                                                      An estimated date for Substantial
Completion cannot currently be established as the Plans have not yet been
designed.


7.                  If required prior to occupancy or during
the warranty period as referenced below, Landlord shall be responsible for
repairing the HVAC system in Suite 2005 at its own cost and expense. Landlord
represents that the HVAC system will be in working order when Suite 2005 is
delivered to the Tenant and Landlord will provide a one year warranty with
respect such HVAC system, provided any malfunction is not caused by the
negligence of Tenant. Tenant shall have the obligation to operate, and provide
normal maintenance to, the HVAC system during the entire lease term. The
laboratory HVAC rooftop unit is a York CP-45-CURBPAC designed to produce 6,500
cfm of 100% outside air. This will produce approximately 15 air changes per
hour at a design point of 89o dry bulb and 73o wt bulb.


8.                  Landlord, upon Tenant's written request,
will agree to finance up to 50% of the cost of the Tenant Improvements for both
Suites 2004 and 2005, up to a maximum of $600,000.00 total for both Suites. The
cost of any Tenant Improvements financed by Landlord hereunder shall increase
the Base Rent by $7.50 per rentable square foot for every additional $40.00 per
rentable square foot of construction costs, or a pro-rata amount for any
portion thereof (by way of example if the cost of the Tenant Improvements
equals $50.00 per rentable square foot, the Base Rent shall be increased by
$9.38 ($7.50 + (10/40 x 7.50)).


 


 


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Paragraph 4 of the Lease shall be
amended to provide that such sums are added to the Base Rent. 


Any sums required to be expended for Tenant Improvements
over and above $600,00.00 shall be paid by Tenant in accordance with the
procedure set forth in Exhibit B, Payments for Tenant Improvements, attached to
the Lease.


9.                  Landlord will also, at its own cost and
expense, construct "hard" walkways between Buildings 1000 and 3000,
and between Buildings 2000 and 3000.


10.            The parties agree that the Option to
Renew provisions set forth in paragraph 43 of the Lease and the Right of First
Offer provisions set forth in paragraph 44 of the Lease shall also apply to
Suites 1000, 2004 and 2005.


11.            The parties mutually represent to each
other the Cushman & Wakefield is the broker who negotiated and consummated
the within transaction, and that neither party dealt with any other broker in
connection with the Amendment. In the event either party violates this
representation, it shall indemnify and defend and hold the other party harmless
from all claims and damages related to such violation. It is agreed that
Landlord shall be responsible, at its sole cost and expense, to pay the
brokerage commission in connection with this Amendment. 


12.            Except as set forth above, all other
terms and conditions of the Lease shall remain in full force and effect,
unimpaired and unmodified and shall apply to the additional space set forth in
this Amendment.


13.            This Amendment shall be
binding upon the parties hereto, their heirs, successors and assigns.


 


 


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In Witness Whereof, the parties hereto have hereunto set their hands and
seals or caused these presents to be executed by their proper corporate
officers the day and year first above written.


 


	
  .

  	
  EastPark At 8A

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  A. JOSEPH STERN                  9/17/07

  	 

	
   

  	
  A. Joseph Stern,
  Partner

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Pharmacopeia, Inc

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  BRIAN M. POSNER

  	 

	
   

  	
  Name:

  	
  Brian M. Posner

  	 

	
   

  	
  Title:

  	
  Executive
  Vice President, Chief Financial

  	 

	
   

  	
   

  	
  Officer
  and Treasurer

  	 

	
   

  	
   

  	
   

  
						



 


 


 


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