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Exhibit 10.10    
    


THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR, SUBJECT TO SECTION 5.3 HEREOF, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT
SUCH REGISTRATION IS NOT REQUIRED. 


WARRANT TO PURCHASE STOCK 


Issuer:
Sirtris Pharmaceuticals, Inc., a Delaware corporation

Number of Shares: As set forth below

Class of Stock: Series B Convertible Preferred Stock, $0.001 par value per share

Exercise Price: $0.80 per share, subject to adjustment

Issue Date: June 23, 2006

Expiration Date: June 23, 2016 


        FOR
THE AGREED UPON VALUE of $1.00, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, this Warrant is issued to SILICON VALLEY
BANK (together with its successors and permitted assigns, "Holder") by Sirtris Pharmaceuticals, Inc., a Delaware corporation (the "Company"). 


        Subject
to the terms and conditions hereinafter set forth, the Holder is entitled upon surrender of this Warrant and a duly executed Notice of Exercise in substantially the form attached
hereto as Appendix 1 (the "Notice of Exercise"), at the principal office of the Company, 790 Memorial Drive, Suite 104, Cambridge, Massachusetts
02139 or such other office as the Company shall notify the Holder of in writing, to purchase from the Company up to the amount fully paid and non-assessable shares of the Company's
Series B Convertible Preferred Stock, $0.001 par value per share (the "Class") set forth below, at a purchase price per Share of Eighty Cents ($0.80) (the "Exercise Price"). Subject to
adjustment as set forth herein, this Warrant shall be exercisable for such number of shares of the Class
(the "Shares") as shall equal (a) (i) one and one-third percent (1.33%) multiplied by (ii) the aggregate principal amount of all Equipment Advances (as defined in that
certain Loan and Security Agreement of even date herewith among the Company and Silicon Valley Bank (the "Loan Agreement")), made to the Company pursuant to the Loan Agreement, divided by
(b) the Exercise Price. This Warrant may be exercised in whole or in part at any time and from time to time until 5:00 PM, Eastern time, on the Expiration Date set forth above, and shall be
void thereafter. Until such time as this Warrant is exercised in full or expires, the Exercise Price and the number of Shares are subject to adjustment from time to time as hereinafter provided. 


        Notwithstanding
the foregoing definition of Class, upon and after the automatic or voluntary conversion, redemption or retirement of all (but not less than all) of the outstanding shares
of such Class, including without limitation the Company's initial registered underwritten public offering and sale of its securities ("IPO"), then from and after the date upon which all such
outstanding shares have been so converted, redeemed or retired, "Class" shall mean the Company's common stock, $0.001 par value per share ("Common Stock"), and this Warrant shall be exercisable for
such number of shares of Common Stock as shall equal the number of shares of Common Stock into which the Shares would have been converted pursuant to the Company's Certificate of Incorporation, as
amended, including without limitation the Certificate of Designation, if any, applicable to the same class or series of preferred stock as the Shares (the "Certificate") had the Shares been issued and
outstanding immediately prior to such conversion, redemption or retirement, and the Exercise Price shall be the Common Stock conversion price as determined pursuant to the Certificate immediately
prior to such conversion, redemption or retirement (all subject to further adjustment as provided herein). 


ARTICLE 1.    EXERCISE. 







 

        1.1    Method of Exercise.    Holder may exercise this Warrant by delivering this Warrant together with a duly
executed Notice of Exercise to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check
for the aggregate Exercise Price for the Shares being purchased. 


        1.2    Conversion Right.    In lieu of exercising this Warrant as specified in Section 1.1, Holder may from
time to time convert this Warrant, in whole or in part, into a number of Shares determined as follows:



	 	 	X	 	=	 	Y (A-B)/A





        where:




	 	 	X	 	=	 	the number of Shares to be issued to the Holder.
	

 	
 	

Y	
 	

=	
 	

the number of Shares with respect to which this Warrant is being exercised.
	

 	
 	

A	
 	

=	
 	

the fair market value (as determined pursuant to Section 1.3 below) of one Share.
	

 	
 	

B	
 	

=	
 	

the Exercise Price.





        1.3    Fair Market Value.    



        1.3.1     If
shares of the Class (or shares of the Company's stock into which shares of the Class are convertible or exchangeable) are traded on a nationally
recognized securities exchange or over the counter market, the fair market value of a Share shall be the closing price of a share of the Class (or the closing price of a share of the Company's stock
for which shares of the Class are convertible or exchangeable, multiplied by the number of shares of such stock into which one share of the Class is convertible or exchangeable) reported for the
business day immediately preceding the date of Holder's Notice of Exercise to the Company. 


        1.3.2     If
shares of the Class (or shares of the Company's stock into which shares of the Class are convertible or exchangeable) are not traded on a nationally
recognized securities exchange or over the counter market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. 




        1.4    Delivery of Certificate and New Warrant.    Promptly after Holder exercises or converts this Warrant, the
Company at its sole expense shall promptly deliver to Holder (i) certificates for the Shares acquired upon such exercise, and (ii) if this Warrant has not been fully exercised or
converted and has not expired, a new warrant of like tenor representing the Shares for which this Warrant is still exercisable. 


        1.5    Replacement of Warrants.    On receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the
case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 


        1.6    Assumption on Sale, Merger, or Consolidation of the Company.    



        1.6.1.    "Acquisition".    For the purpose of this Warrant, "Acquisition" means any sale, assignment, transfer,
exclusive license, or other disposition of all or substantially all of the assets of the Company, or any acquisition, reorganization, consolidation, or merger of the Company where the holders of the
Company's outstanding voting equity securities immediately prior to the transaction beneficially own less than a majority of the outstanding voting equity securities of the surviving or successor
entity immediately following the transaction. 



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        1.6.2.    Assumption of Warrant.    Upon the closing of any Acquisition (other than an Acquisition in which the
consideration received by the Company's stockholders consists solely of cash and/or cash equivalents), and as a condition precedent thereto, the successor or surviving entity shall assume the
obligations of this Warrant, and this Warrant shall be exercisable for the same securities and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this
Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Exercise Price shall be adjusted accordingly, and the Exercise Price and number and class
of Shares shall continue to be subject to adjustment from time to time in accordance with the provisions hereof. Upon the closing of any Acquisition in which the consideration received by the
Company's stockholders consists solely of cash and/or cash equivalents, then, to the extent not exercised or converted on or before the closing of such Acquisition, this Warrant shall terminate and be
of no further force or effect. 




ARTICLE
2.    ADJUSTMENTS TO THE SHARES. 


        2.1    Stock Dividends, Splits, Etc.    If the Company declares or pays a dividend on the outstanding shares of the
Class, payable in shares of the Class, Common Stock or other securities, or subdivides the outstanding shares of the Class into a greater number of shares of the Class, or subdivides the shares of the
Class in a transaction that increases the amount of Common Stock into which such shares are convertible, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without
additional cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred. 


        2.2    Reclassification, Exchange or Substitution.    Upon any reclassification, exchange, substitution,
reorganization or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon
exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such
reclassification, exchange, substitution, reorganization or other event. The Company or its successor shall promptly issue to Holder a new warrant of like tenor for such new securities or other
property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without
limitation, adjustments to the Exercise Price and to the number of securities or property issuable upon exercise of the new warrant. The provisions of this Section 2.2 shall similarly apply to
successive reclassifications, exchanges, substitutions, reorganizations or other events. 



        2.3    Adjustments for Combinations, Etc.    If the outstanding shares of the Class are combined or consolidated, by
reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be proportionately increased and the number of Shares issuable upon exercise or conversion of this Warrant shall
be proportionately decreased. 


        2.4    No Impairment.    The Company shall not, by amendment of the Certificate or its by-laws or through
a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such
action as may be necessary or appropriate to protect Holder's rights under this Article against impairment. 


        2.5    Adjustments for Dilutive Issuances.    The number of shares of Common Stock for which the Shares are
convertible shall be adjusted from time to time in accordance with Section 2(e) of Article IV of the Certificate as if the Shares were issued and outstanding on and as of the date of any
such required adjustment. 


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        2.6    Fractional Shares.    No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the
number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise or conversion of this Warrant, the Company shall eliminate such
fractional Share interest by paying Holder an amount computed by multiplying such fractional interest by the fair market value (determined in accordance with Section 1.3 above) of one Share. 



        2.7    Certificate as to Adjustments.    Upon each adjustment of the Exercise Price, number or class of Shares or
number of shares of Common Stock or other securities for which the Shares are convertible or exchangeable, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a
certificate of its chief financial officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall at any time and from time to time, upon written request,
furnish Holder with a certificate setting forth the Exercise Price, number and class of Shares and conversion ratio in effect upon the date thereof and the series of adjustments leading to such
Exercise Price, number and class of Shares and conversion ratio. 


ARTICLE
3.    REPRESENTATIONS AND COVENANTS OF THE COMPANY. 


        3.1    Representations and Warranties.    The Company hereby represents and warrants to the Holder as follows: 



        (a)   All
Shares which may be issued upon the due exercise of this Warrant, and all Common Stock or other securities, if any, issuable upon due conversion of the Shares,
shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or
under applicable federal and state securities laws. 


        (b)   The
Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued shares such number of shares of the Class and
shares of its Common Stock
and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into shares of Common Stock or such other securities. 


        (c)   On
and as of the date hereof, (i) $0.80 is the lowest price per share for which shares of the Class have been sold or issued by the Company, and the lowest
exercise or conversion price per share for which shares of the Class may be purchased or acquired upon the exercise or conversion of outstanding securities exercisable or convertible by their terms
for shares of the Class, and (ii) the Common Stock conversion price in effect for shares of the Class as determined pursuant to the Certificate is $0.80. 


        (d)   The
execution and delivery by the Company of this Warrant and the performance of all obligations of the Company hereunder, including the issuance to Holder of the Shares
upon exercise or conversion hereof, (i) have been duly authorized by all necessary corporate action on the part of the Company, its Board of Directors and stockholders, (ii) do not
conflict with or violate the Certificate and/or the Company's by-laws, (iii) do not contravene any law or governmental rule, regulation or order applicable to it, and (iv) do
not contravene any provision of, or constitute a default under, any material indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. This Warrant constitutes
the legal, valid and binding agreement of the Company, enforceable in accordance with its terms. 




        3.2    Notice of Certain Events.    If the Company proposes at any time (a) to declare any dividend or
distribution upon any of its capital stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the
holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of any of its
securities; or (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to 


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liquidate,
dissolve or wind up; then, in connection with each such event, the Company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be
taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of securities of the Company shall be entitled to receive such dividend, distribution or
rights) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; and (2) in the case of the matters referred to in (c) and
(d) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of securities of the Company will be entitled to
exchange their securities of the Company for securities or other property deliverable upon the occurrence of such event). 


        3.3    Registration Under Securities Act of 1933, as amended.    The shares of Common Stock issuable upon conversion
of the Shares (and the Shares, at all times when the Class is Common Stock) shall have certain incidental or "piggyback" and "S-3" registration rights pursuant to, and as set forth in,
that certain Third Amended and Restated Registration Rights Agreement dated as of March 14, 2006 among the Company and the other parties named therein. The Company shall execute and deliver an
amendment or joinder agreement with Holder for the purpose of effecting the foregoing
grant of registration rights. The Company represents and warrants to Holder that the Company's foregoing grant of registration rights and its execution, delivery and performance of the aforementioned
amendment or joinder agreement (a) have been duly authorized by all necessary corporate action of the Company's Board of Directors and shareholders, (b) will not violate the Certificate
or the Company's by-laws, each as amended, (c) will not violate or cause a breach or default (or an event which with the passage of time or the giving of notice or both, would
constitute a breach or default) under any agreement, instrument, mortgage, deed of trust or other arrangement to which the Company is a party or by which it or any of its assets is subject or bound,
and (d) do not require the approval, consent or waiver of or by any shareholder, registration rights holder or other third party which approval, consent or waiver has not been obtained as of
the date of issuance of this Warrant. 


ARTICLE
4.    REPRESENTATIONS AND WARRANTIES OF THE HOLDER.    Holder represents and warrants to the Company as follows: 


        4.1    Purchase for Own Account.    Subject to Silicon Valley Bank's right to transfer this Warrant and the Shares
(and/or the securities, if any, issued and issuable upon conversion of the Shares) to its parent corporation SVB Financial Group and/or any other affiliate, this Warrant and the Shares to be acquired
upon exercise hereof will be acquired for investment for Holder's account, not as nominee or agent, and not with a view to sale or distribution in violation of applicable federal and state securities
laws. 


        4.2    Investment Experience.    Holder understands that the purchase of this Warrant and the Shares covered hereby
involves substantial risk. Holder (a) has experience as an investor in unregistered securities, (b) has sufficient knowledge and experience in financial and business affairs that it can
evaluate the risks and merits of its investment in this Warrant and the Shares, and (c) can bear the economic risk of such Holder's investment in this Warrant and the Shares. 


        4.3    Accredited Investor.    Holder is an "accredited investor" as such term is defined in Regulation D under
the Securities Act of 1933, as amended (the "Act"). 


ARTICLE
5.    MISCELLANEOUS. 


        5.1    Automatic Conversion upon Expiration.    In the event that, upon the Expiration Date, the Fair Market Value of
one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Exercise Price in effect on such date, then this Warrant
shall automatically be deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been
exercised or 


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converted,
and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to the Holder. 



        5.2    Legends.    This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion
of the Shares, if any) shall be imprinted with a legend in substantially the following form: 



THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR, SUBJECT TO SECTION 5.3 OF THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE CORPORATION TO SILICON VALLEY BANK DATED AS
OF                        , 2006, AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 




        5.3    Compliance with Securities Laws on Transfer.    This Warrant and the Shares (and the securities, if any, issued
and issuable upon conversion of the Shares) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the
transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The
Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group or other affiliate of Holder, provided that such transferee is an "accredited investor" as
defined in Regulation D promulgated under the Act. 


        5.4    Transfer Procedure.    Following its receipt of this executed Warrant, Silicon Valley Bank will transfer same
in whole or in part to its parent corporation SVB Financial Group, and thereafter Holder and/or SVB Financial Group may, subject to Section 5.3 above, transfer all or part of this Warrant
and/or the Shares (or the securities, if any, issued and issuable upon conversion of the Shares) at any time and from time to time by giving the Company notice of the portion of the Warrant and/or
Shares (or the securities, if any, issued and issuable upon conversion of the Shares) being transferred setting forth the name, address and taxpayer identification number of the transferee and
surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); provided, that at all times prior to the
Company's IPO, Holder shall not, without the prior written consent of the Company, transfer this Warrant (or any part hereof), any Shares, or any securities issued or issuable upon conversion of the
Shares, to any person who directly competes with the Company, unless such transfer is in connection with an Acquisition of the Company by any such person. 



        5.5    Notices.    All notices and other communications from the Company to the Holder, or vice versa, shall be deemed
delivered and effective when given personally, or mailed by first-class registered or certified mail, postage prepaid, or sent via reputable overnight courier service, fee prepaid, at such address as
may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such holder from time to time, but in all cases, unless instructed in writing otherwise, the
Company shall deliver a copy of all notices to Holder to Silicon Valley Bank, Treasury Department, 3003 Tasman Drive, HA 200, Santa Clara, California 95054. 



        5.6    Waiver.    This Warrant and any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 


        5.7    Attorneys Fees.    In the event of any dispute between the parties concerning the terms and provisions of this
Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys' fees. 


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        5.8    Governing Law.    This Warrant shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, without giving effect to its principles regarding conflicts of law. 


        5.9    No Rights as a Shareholder.    Except as specifically provided in this Warrant, Holder shall have no rights as
a shareholder of the Company in respect of the Shares issuable hereunder unless and until Holder exercises this Warrant as to all or any of such Shares. 


[REMAINDER
OF PAGE LEFT BLANK INTENTIONALLY] 


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        IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Stock to be executed as an instrument under seal by its duly authorized representative as of the date first above
written. 



	 	 	"COMPANY"
	 	 	 	 	 
	 	 	 	 	 
	 	 	SIRTRIS PHARMACEUTICALS, INC.
	 	 	 	 	 
	 	 	By:	 	/s/  GAREN BOHLIN      

	 	 	Name:	 	Garen Bohlin
	 	 	Title:	 	Chief Operating Officer




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   APPENDIX 1  


 NOTICE OF EXERCISE  


        1.     The
undersigned hereby elects to purchase            shares of
the                        stock
of                        pursuant to Section 1.1 of the attached Warrant,
and tenders herewith payment of the Exercise Price of such shares in full. 


        1.     The
undersigned hereby elects to convert the attached Warrant into Shares in the manner specified in Section 1.2 of the attached Warrant. This conversion is
exercised with respect to                        of shares of
the                        Stock
of                        . 


        [Strike
paragraph that does not apply.] 


        2.     Please
issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below: 



	    
 (Name)
	    
    
 (Address)






        3.     The
undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with a view toward the resale or
distribution thereof except in compliance with applicable securities laws. 



	 	 	 	    
 (Signature)
	

    
 (Date)	
 	

 	

 




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APPENDIX 2 


ASSIGNMENT  


For
value received, Silicon Valley Bank hereby sells, assigns and transfers unto 



	Name:	 	SVB Financial Group
	

Address:	
 	

3003 Tasman Drive (HA-200)
	

 	
 	

Santa Clara, CA 95054
	

Tax ID:	
 	

91-1962278






that
certain Warrant to Purchase Stock issued by Sirtris Pharmaceuticals, Inc. (the "Company"),
on                            , 2006 (the "Warrant") together with all rights, title and
interest therein. 



	 	 	 	SILICON VALLEY BANK	 
	

 	
 	

 	

 	
 	

By:	

    

	

 	
 	

 	

 	
 	

Name:	

    

	

 	
 	

 	

 	
 	

Title:	

    

	

Date:	
 	

[insert Issue Date]	

 	
 	

 	

 
	 	 	 	
	 	 	 





        By
its execution below, and for the benefit of the Company, SVB Financial Group makes each of the representations and warranties set forth in Article 4 of the Warrant as of the
date hereof. 



	 	 	SVB FINANCIAL GROUP
	

 	
 	

By:	

    

	

 	
 	

Name:  Paulette Mehas
	

 	
 	

Title:    Treasurer




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Exhibit 10.10