Exhibit 10.1


 


FIRST
AMENDMENT TO LEASE


 


This
First Amendment (the “First Amendment”)
to Lease is made as of October 30, 2007, by and between ARE-TECH SQUARE, LLC, a Delaware limited liability company,
having an address at 385 East Colorado Boulevard, Suite 299, Pasadena,
California 91101 (“Landlord”), and
SIRTRIS PHARMACEUTICALS, INC., a
Delaware corporation, having an address at 790 Memorial Drive, Cambridge,
Massachusetts 02139 (“Tenant”).


 


RECITALS


 


A.          Landlord
and Tenant have entered into that certain Lease (the “Lease”) dated as of June 22, 2007 (the “Lease”), wherein Landlord leased to Tenant
certain premises (the “Premises”)
located at 200 Technology Square, Cambridge, Massachusetts, more particularly
described in the Lease.


 


B.           Tenant
desires to expand the Premises demised under the Lease by adding 3,786 rentable
square feet (the “Expansion Space”)
in the basement portion of the Building of which the Premises are a part, and
Landlord is willing to lease such portion of the Project to Tenant on the terms
herein set forth.


 


C.           Landlord
and Tenant desire to amend the Lease to, among other things, add the Expansion
Space to the Premises demised under the Lease and to provide for the
improvement of such space.


 


AGREEMENT


 


NOW,
THEREFORE, the parties hereto agree that the Lease is amended as follows:


 


1.            Capitalized
Terms. Capitalized terms used herein and not otherwise defined
shall have the meaning thereto ascribed in the Lease.


 


2.            Premises.
Effective upon full execution hereof by Landlord and Tenant, the definition of “Premises”
set forth in the Basic Lease Provisions of the Lease is hereby amended by
deleting the same and replacing it with the following:


 


“That
portion of the Project, containing a total of approximately 47,870 rentable
square feet, as determined by Landlord, consisting of approximately (i) 17,357
rentable square feet on the second (2nd) floor of the Building (“Second Floor Space”), (ii) 17,357 rentable
square feet on the third (3rd) floor of the Building (“Third Floor Space”), (iii) 8,679 rentable
square feet on the fourth (4th) floor of the Building (“Fourth Floor Space”); (iv) 471
rentable square feet on the first (1st) floor of the Building (“First Floor Space”) and
(v) 4,006 rentable square feet of space, in the basement of the
Building (the “Basement Space”),
as shown on Exhibit A.”


 


Exhibit
A to the Lease is hereby deleted in its
entirety and replaced with Exhibit A
attached hereto.


 


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3.            Rentable
Area of Premises. It is agreed that the Rentable Area of
Premises is 47,870 sq. ft. and that Tenant’s share of Operating Expenses, as of
the date hereof, is 27.03%.


 


4.            Security
Deposit.


 


(a)           As a condition to the effectiveness
of this First Amendment, the Security Deposit as defined in the Lease shall be
increased by the sum of $174,490.87, which amount shall be held by Landlord as
part of the Security Deposit subject to the terms of the Lease, it being agreed
that the amount subject to proportionate increase as set forth in the
definition of Security Deposit in the Lease shall, for all purposes, be
$2,100,296.25.


 


(b)           The amount by which the Security
Deposit may be reduced, subject to and in accordance with the third paragraph
of Section 6 of the Lease, shall be $233,366.25. Accordingly, wherever
$213,978.38 appears in the third paragraph of Section 6 of the Lease, it shall
be deleted and replaced by $233,366.25.


 


5.            Landlord’s
Work.


 


(a)           Definition
of Landlord’s Work With Respect to the Basement Space. Landlord and
Tenant agree that the Work Letter attached as Exhibit
C to the Lease shall be deemed to apply to all of the Premises
except the Basement Space, consequently with respect to such Work Letter,
Section 5(b) thereof is hereby amended by deleting the first sentence thereof
and replacing the same with the following:


 


“ Landlord shall provide
to Tenant a tenant improvement allowance (the “TI Allowance”) of $180.00 per
rentable square foot of the Premises excluding the Basement Space (which, based
on 43,864 rentable square feet initially demised under the Lease, excluding the
Basement Space, equates to $7,895,520.00 in the aggregate).”


 


(b)           Improvement
of Basement Space. Delivery and acceptance of the Basement Space
shall be subject to and on the terms set forth in the last two paragraphs of
Section 2 of the Lease, it being agreed, however, that the Work Letter attached
hereto as Exhibit B shall apply
with respect to the Basement Space.


 


6.            Commencement
Date and Rent Commencement Date. The first two sentences of the
second paragraph of Section 2 of the Lease are hereby amended by deleting the
same and replacing them with the following:


 


“ The “Commencement Date” with respect to the Basement Space, the
First Floor Space, the Second Floor Space, the Third Floor Space and the Fourth
Floor Space shall be the earliest of: (i) the later of (a) December 1, 2007,
(b) the date Landlord Delivers such portion of the Premises to Tenant or (c)
the date Landlord could have Delivered such portion of the Premises but for
Tenant Delays; and (ii) the date Tenant conducts any business in such
portion of the Premises or any part thereof. The “Rent Commencement Date”
shall be (a) the Commencement Date, with respect to each of the Basement Space,
First Floor Space, Second Floor Space, and Third Floor Space, and (b) with respect



 


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to the Fourth Floor
Space only, the earlier of (X) one year after the Commencement Date or (Y) the
date Tenant conducts any business in the Fourth Floor Space or any part
thereof.”


 


7.            Target
Commencement Date. Landlord and Tenant agree, with respect to
the Basement Space, only, the Target Commencement Date shall be February 15,
2008.


 


8.            Parking. The phrase in
parentheses in the first sentence of Section 10 of the Lease, “(which, based on
44,084 rentable square feet, equates to 66 parking spaces)”, shall be deleted
and replaced with “(which, based on 47,870 rentable square feet, equates to 72
parking spaces)”.


 


9.            Miscellaneous.


 


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


 


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


 


(c)           This First 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 First Amendment attached
thereto.


 


(d)           Landlord and Tenant each represent
and warrant that it has not dealt with any broker, agent or other person
(collectively “Broker”) in
connection with this transaction other than Richards Barry Joyce & Partners
and Cushman & Wakefield, and that no Broker other than Richards Barry Joyce
& Partners and Cushman & Wakefield, who shall be paid by Landlord pursuant to a
separate Agreement, brought about this transaction. Landlord and Tenant
each hereby agree to indemnify and hold the other harmless from and against any
claims by any Broker other than Richards Barry Joyce & Partners and Cushman
& Wakefield claiming a commission or other form of compensation by virtue
of having dealt with Tenant or Landlord, as applicable, with regard to this
leasing transaction.


 


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


 


(Signatures on Next Page)


 


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


 


	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  SIRTRIS
  PHARMACEUTICALS, INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Garen Bohlin

  
	
   

  	
  Its:

  	
  Chief
  Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
  ARE-TECH
  SQUARE, LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ARE-MA
  REGION NO. 31, LLC, a Delaware limited 

  liability company, its Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ALEXANDRIA
  REAL ESTATE EQUITIES, 

  L.P., a Delaware limited partnership, its 

  Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  ARE-QRS
  CORP., a Maryland 

  corporation, its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Jackie Clem

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Jackie Clem

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  VP-Real Estate Legal Affairs

  
									



 


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EXHIBIT A TO FIRST
AMENDMENT


 


Description
of Premises


 


Exhibit A


200 Technology Square


First Floor


 





 


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Exhibit A


200 Technology Square


Second Floor


 





 


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Exhibit A


200 Technology Square


Third Floor


 


 





 


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Exhibit A


200 Technology Square


Fourth Floor


 





 


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Exhibit A


200 Technology Square


Basement Floor


 





 


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EXHIBIT B TO FIRST
AMENDMENT


 


Work
Letter


 


THIS WORK LETTER (this “Work Letter”) is incorporated into that certain First
Amendment to Lease (the “First Amendment to
Lease”) dated as of October 30, 2007 by and between ARE-TECH
SQUARE, LLC, a Delaware limited liability company (“Landlord”),
and SIRTRIS PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”). Any initially capitalized terms used but not
defined herein shall have the meanings given them in the First Amendment to
Lease.


 


1.            General
Requirements.


 


(a)           Tenant’s
Authorized Representative. Tenant designates Peggy Romero and Paul
Brannelly (either such individual acting alone, “Tenant’s Representative”) as
the only persons authorized to act for Tenant pursuant to this Work Letter. Landlord
shall not be obligated to respond to or act upon any request, approval, inquiry
or other communication (“Communication”) from or on behalf of Tenant in
connection with this Work Letter unless such Communication is in writing from
Tenant’s Representative. Tenant may change either Tenant’s Representative at
any time upon not less than 5 business days advance written notice to Landlord.
Neither Tenant nor Tenant’s Representative shall be authorized to direct
Landlord’s contractors in the performance of Landlord’s Work (as hereinafter
defined).


 


(b)           Landlord’s
Authorized Representative. Landlord designates Tom Andrews and Tim
White (either such individual acting alone, “Landlord’s Representative”) as the
only persons authorized to act for Landlord pursuant to this Work Letter. Tenant
shall not be obligated to respond to or act upon any request, approval, inquiry
or other Communication from or on behalf of Landlord in connection with this
Work Letter unless such Communication is in writing from Landlord’s
Representative. Landlord may change either Landlord’s Representative at any
time upon not less than 5 business days advance written notice to Tenant.
Landlord’s Representative shall be the sole persons authorized to direct
Landlord’s contractors in the performance of Landlord’s Work.


 


(c)           Architects,
Consultants and Contractors. Landlord and Tenant hereby acknowledge
and agree that:  (i) the general
contractor and any subcontractors for the Tenant Improvements shall be selected
by Landlord, subject to Tenant’s approval, which approval shall not be
unreasonably withheld, conditioned or delayed, and (ii) R.E. Dineen
Associates shall be the architect (the “TI Architect”) for the Tenant
Improvements.


 


2.            Tenant
Improvements.


 


(a)           Tenant
Improvements Defined. As used herein, “Tenant Improvements” shall
mean all improvements to the Basement Space of a fixed and permanent nature as
shown on the TI Construction Drawings, as defined in Section 2(c) below. Other
than Landlord’s Work (as defined in Section 3(a) below), Landlord shall not
have any obligation whatsoever with respect to the finishing of the Basement
Space for Tenant’s use and occupancy.


 


(b)           Tenant’s
Space Plans. Tenant’s schematic drawings and outline specifications
(the “TI Design Drawings”) detailing Tenant’s requirements for the Tenant
Improvements are listed on Exhibit 1 attached hereto and made a part
hereof. Not more than 10 days after the date of the First Amendment to Lease,
Landlord shall deliver to Tenant the written objections, questions or comments
of Landlord and the TI Architect with regard to the TI Design Drawings. Tenant
shall cause the TI Design Drawings to be revised to address such written 


 


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comments
and shall resubmit said drawings to Landlord for approval within 10 days
thereafter. Such process shall continue until Landlord has approved the TI
Design Drawings.


 


(c)           Working
Drawings. Not Later than 10 business days following the approval of
the TI Design Drawings, Landlord shall cause the TI Architect to prepare and
deliver to Tenant for review and comment construction plans, specifications and
drawings for the Tenant Improvements (the “TI Construction Drawings”), which TI
Construction Drawings shall be prepared substantially in accordance with the TI
Design Drawings. Tenant shall be solely responsible for ensuring that the TI
Construction Drawings reflect Tenant’s requirements for the Tenant Improvements.
Tenant shall deliver its written comments on the TI Construction Drawings to
Landlord not later than 10 business days after Tenant’s receipt of the same;
provided, however, that Tenant may not disapprove any matter that is consistent
with the TI Design Drawings without submitting a Change Request. Landlord and
the TI Architect shall consider all such comments in good faith and shall,
within 10 business days after receipt, notify Tenant how Landlord proposes to
respond to such comments, but Tenant’s review rights pursuant to the foregoing
sentence shall not delay the design or construction schedule for the Tenant
Improvements. Any disputes in connection with such comments shall be resolved
in accordance with Section 2(d) hereof. Provided that the design reflected in
the TI Construction Drawings is consistent with the TI Design Drawings, Tenant
shall approve the TI Construction Drawings submitted by Landlord, unless Tenant
submits a Change Request. Once approved by Tenant, subject to the provisions of
Section 4 below, Landlord shall not materially modify the TI Construction
Drawings except as may be reasonably required in connection with the issuance
of the TI Permit (as defined in Section

3(b) below).


 


(d)           Approval
and Completion. It is hereby acknowledged by Landlord and Tenant
that the TI Construction Drawings must be completed and approved not later than
the date of this Work Letter, in order for the Landlord’s Work to be
Substantially Complete by the Target Commencement Date (as defined in the First
Amendment to Lease). Upon any dispute regarding the design of the Tenant
Improvements, which is not settled within 10 business days after notice of such
dispute is delivered by one party to the other, Tenant may make the final
decision regarding the design of the Tenant Improvements, provided (i) Tenant
acts reasonably and such final decision is either consistent with or a
compromise between Landlord’s and Tenant’s positions with respect to such
dispute, (ii) that all costs and expenses resulting from any such decision by
Tenant shall be payable out of the TI Fund (as defined in Section 5(d) below),
and (iii) Tenant’s decision will not affect the base Building, structural
components of the Building or any Building systems. Any changes to the TI
Construction Drawings following Landlord’s and Tenant’s approval of same
requested by Tenant shall be processed as provided in Section 4 hereof.


 


3.            Performance
of Landlord’s Work.


 


(a)           Definition
of Landlord’s Work. As used herein, “Landlord’s Work” shall mean the
work of constructing the Tenant Improvements.


 


(b)           Commencement
and Permitting. Landlord shall commence construction of the Tenant
Improvements upon obtaining a building permit (the “TI Permit”) authorizing the
construction of the Tenant Improvements consistent with the TI Construction
Drawings approved by Tenant. The cost of obtaining the TI Permit shall be
payable from the TI Fund. Tenant shall assist Landlord in obtaining the TI
Permit. If any Governmental Authority having jurisdiction over the construction
of Landlord’s Work or any portion thereof shall impose terms or conditions upon
the construction thereof that:  (i) are
inconsistent with Landlord’s obligations hereunder, (ii) increase the cost of
constructing Landlord’s Work, or (iii) will materially delay the construction
of Landlord’s Work,


 


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Landlord
and Tenant shall reasonably and in good faith seek means by which to mitigate
or eliminate any such adverse terms and conditions.


 


(c)           Completion
of Landlord’s Work. On or before the Target Commencement Date
(subject to Tenant Delays and Force-Majeure Delays), Landlord shall
substantially complete or cause to be substantially completed Landlord’s Work
in a good and workmanlike manner, in accordance with the TI Permit subject, in
each case, to Minor Variations and normal “punch list” items of a non-material
nature that do not interfere with the use of the Basement Space and obtain a
certificate of occupancy or temporary certificate of occupancy from the office
of the Building Inspector of the City of Cambridge with respect to the Landlord’s
Work (“Substantial Completion” or “Substantially Complete”). Upon Substantial
Completion of Landlord’s Work, Landlord shall require the TI Architect and the
general contractor to execute and deliver, for the benefit of Tenant and
Landlord, a Certificate of Substantial Completion in the form of the American
Institute of Architects (“AIA”) document G704. For purposes of this Work
Letter, “Minor Variations” shall mean any modifications reasonably
required:  (i) to comply with all
applicable Legal Requirements and/or to obtain or to comply with any required
permit (including the TI Permit) provided that such modification is not likely
to have a material adverse effect on Tenant’s use of the Basement Space or
materially affect the ability to promptly obtain a permanent Certificate of
Occupancy for the Basement Space; (ii) to comply with any request by Tenant for
modifications to Landlord’s Work; (iii) to comport with good design,
engineering, and construction practices that are not material; or (iv) to make
reasonable adjustments for field deviations or conditions encountered during
the construction of Landlord’s Work.


 


(d)           Selection
of Materials. Where more than one type of material or structure is
indicated on the TI Construction Drawings approved by Landlord and Tenant, the
option will be selected at Landlord’s sole and absolute subjective discretion. As
to all building materials and equipment that Landlord is obligated to supply
under this Work Letter, Landlord shall select the manufacturer thereof in its
sole and absolute subjective discretion.


 


(e)           Delivery
of the  Basement Space. When
Landlord’s Work is Substantially Complete, subject to the remaining terms and
provisions of this Section 3(e), Tenant shall accept the Basement Space. Tenant’s
taking possession and acceptance of the Basement Space shall not constitute a
waiver of:  (i) any warranty with respect
to workmanship (including installation of equipment) or material (exclusive of
equipment provided directly by manufacturers), (ii) any non-compliance of
Landlord’s Work with applicable Legal Requirements, or (iii) any claim that
Landlord’s Work was not completed substantially in accordance with the TI
Construction Drawings (subject to Minor Variations and such other changes as
are permitted hereunder) (collectively, a “Construction Defect”). Tenant shall
have one year after Substantial Completion within which to notify Landlord of
any such Construction Defect discovered by Tenant, and Landlord shall use
reasonable efforts to remedy or cause the responsible contractor to remedy any
such Construction Defect within 30 days thereafter. Notwithstanding the
foregoing, Landlord shall not be in default under the Lease if the applicable
contractor, despite Landlord’s reasonable efforts, fails to remedy such
Construction Defect within such 30-day period, in which case Landlord shall
have no further obligation with respect to such Construction Defect other than
to cooperate, at no cost to Landlord, with Tenant should Tenant elect to pursue
a claim against such contractor, provided that Tenant shall defend with counsel
reasonably acceptable to Landlord, indemnify and hold Landlord harmless from
and against any claims arising out of or in connection with any such claim.


 


Tenant shall be entitled
to receive the benefit of all construction warranties and manufacturer’s
equipment warranties relating to equipment installed in the Basement Space. If
requested by Tenant, Landlord shall attempt to obtain extended warranties from
manufacturers and 


 


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suppliers
of such equipment, but the cost of any such extended warranties shall be borne
solely out of the TI Fund. Landlord shall promptly undertake and complete, or
cause to be completed, all punch list items.


 


(f)            Commencement Date Delay. Except as
otherwise provided in the Lease, Delivery of the Basement Space shall occur
when Landlord’s Work has been Substantially Completed, except to the extent
that completion of Landlord’s Work shall have been actually delayed by any one
or more of the following causes (“Tenant Delay”):


 


(i)            Tenant’s Representative was not
available to give or receive any Communication or to take any other action
required to be taken by Tenant hereunder;


 


(ii)           Tenant’s request for Change Requests
(as defined in Section 4(a) below) whether or not any such Change Requests are
actually performed;


 


(iii)          Construction of any Change Requests;


 


(iv)          Tenant’s request for materials,
finishes or installations requiring unusually long lead times;


 


(v)           Tenant’s delay in reviewing, revising
or approving plans and specifications beyond the periods set forth herein;


 


(vi)          Tenant’s delay in providing
information critical to the normal progression of the Project. Tenant shall
provide such information as soon as reasonably possible, but in no event longer
than one week after receipt of any request for such information from Landlord;


 


(vii)         Tenant’s delay in making payments to
Landlord for Excess TI Costs (as defined in Section 5(d) below); or


 


(viii)        Any other act or omission by Tenant or
any Tenant Party (as defined in the Lease), or persons employed by any of such
persons.


 


If Delivery is delayed
for any of the foregoing reasons, then Landlord shall cause the TI Architect to
certify the date on which the Tenant Improvements would have been completed but
for such Tenant Delay and such certified date shall be the date of Delivery.


 


4.            Changes.
Any changes requested by Tenant to the Tenant Improvements after the
delivery and approval by Landlord of the TI Design Drawings shall be requested
and instituted in accordance with the provisions of this Section 4 and shall be
subject to the written approval of Landlord and the TI Architect, such approval
not to be unreasonably withheld, conditioned or delayed.


 


(a)           Tenant’s
Request For Changes. If Tenant shall request changes to the Tenant
Improvements (“Changes”), Tenant shall request such Changes by notifying
Landlord in writing in substantially the same form as the AIA standard change
order form (a “Change Request”), which Change Request shall detail the nature
and extent of any such Change. Such Change Request must be signed by Tenant’s
Representative. Landlord shall, before proceeding with any Change, use
commercially reasonable efforts to respond to Tenant as soon as is reasonably
possible with an estimate of:  (i) the
time it will take, and (ii) the architectural and engineering fees and costs
that will be incurred, to analyze such Change Request (which costs shall be
paid from the TI Fund to the extent actually incurred, whether or not such
change is implemented). Landlord shall 


 


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thereafter
submit to Tenant in writing, within 5 business days of receipt of the Change
Request (or such longer period of time as is reasonably required depending on
the extent of the Change Request), an analysis of the additional cost or
savings involved, including, without limitation, architectural and engineering
costs and the period of time, if any, that the Change will extend the date on
which Landlord’s Work will be Substantially Complete. Any such delay in the
completion of Landlord’s Work caused by a Change, including any suspension of
Landlord’s Work while any such Change is being evaluated and/or designed, shall
be Tenant Delay.


 


(b)           Implementation
of Changes. If Tenant:  (i)
approves in writing the cost or savings and the estimated extension in the time
for completion of Landlord’s Work, if any, and (ii) deposits with Landlord any
Excess TI Costs required in connection with such Change, Landlord shall cause
the approved Change to be instituted. Notwithstanding any approval or
disapproval by Tenant of any estimate of the delay caused by such proposed
Change, the TI Architect’s determination of the amount of Tenant Delay in
connection with such Change shall be final and binding on Landlord and Tenant.


 


5.            Costs.


 


(a)           Budget
For Tenant Improvements. Before the commencement of construction of
the Tenant Improvements, Landlord shall obtain from The Richmond Group or
another contractor reasonably approved by Landlord and Tenant a detailed
breakdown by trade of the costs incurred or that will be incurred in connection
with the design and construction of the Tenant Improvements (the “Budget”). The
Budget shall be based upon the TI Construction Drawings approved by Tenant and
shall include a payment to Landlord of administrative rent (“Administrative
Rent”) equal to 3% of the TI Costs (net of soft costs, including architectural,
consulting and engineering costs) for monitoring and inspecting the
construction of the Tenant Improvements and Changes, which sum shall be payable
from the TI Fund (as defined in Section 5(d). Administrative Rent shall
include, without limitation, all out-of-pocket costs, expenses and fees
incurred by or on behalf of Landlord arising from, out of, or in connection
with monitoring the construction of the Tenant Improvements and Changes, and
shall be payable out of the TI Fund. If the Budget is greater than the TI
Allowance, Tenant shall deposit with Landlord the difference, in cash, prior to
the commencement of construction of the Tenant Improvements or Changes, for
disbursement by Landlord as described in Section 5(d).


 


(b)           TI
Allowance. Landlord shall provide to Tenant a tenant improvement
allowance (the “TI Allowance”) of $180.00 per rentable square foot of the
Basement Space (which, based on 4,006 rentable square feet of Basement Space
demised under the Lease, equates to $721,080.00 in the aggregate). Within 10
business days of receipt of the Budget from Landlord, Tenant shall notify
Landlord how much of the TI Allowance Tenant has elected to receive from
Landlord. Such election shall be final and binding on Tenant, and may not
thereafter be modified without Landlord’s consent, which may be granted or
withheld in Landlord’s sole and absolute subjective discretion. The TI
Allowance shall be disbursed in accordance with this Work Letter. Tenant shall
have no right to the use or benefit (including any reduction to or payment of
Base Rent) of any portion of the TI Allowance not required for TI Costs (“Unrequired
TI Allowance”), except that Tenant shall be entitled to receive any Unrequired
TI Allowance with respect to any space leased to Tenant directly by Landlord in
the Building (pursuant to this Lease or otherwise), for Alterations thereto
provided that (i) such Alterations are completed no later than twenty-four
(24) months after the Commencement Date, (ii) the disbursement of such
Unrequired TI Allowance shall be subject to Landlord’s reasonable requirements
consistent with the Lease and this Work Letter and (iii) a written request
for such disbursement satisfying all such requirements shall have been received
by Landlord no later than twenty-four (24) months after the Commencement Date.


 


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(c)           Costs
Includable in TI Fund. The TI Fund shall be used solely for the
payment of design, permits and construction costs in connection with the
construction of the Tenant Improvements, including, without limitation, the
cost of electrical power and other utilities used in connection with the
construction of the Tenant Improvements, the cost of preparing the TI Design
Drawings and the TI Construction Drawings, all costs set forth in the Budget,
including Landlord’s Administrative Rent, Landlord’s out-of-pocket expenses,
costs resulting from Tenant Delays and the cost of Changes (collectively, “TI
Costs”), provided, however, that Tenant shall not be entitled to utilize any
more than 5% of the TI Allowance for architectural, consulting and engineering
costs. Notwithstanding anything to the contrary contained herein, the TI Fund
shall not be used to purchase any furniture, personal property or other
non-Building system materials or equipment, including, but not limited to,
Tenant’s voice or data cabling, non-ducted biological safety cabinets and other
scientific equipment not incorporated into the Tenant Improvements.


 


(d)           Excess
TI Costs. Landlord shall have no obligation to bear any portion of
the cost of any of the Tenant Improvements except to the extent of the TI
Allowance, it being agreed that Landlord will enter into a so-called “open book”
construction contract for the Tenant Improvements with The Richmond Group or
such other contractor reasonably approved by Landlord and Tenant. If at any
time the remaining TI Costs under the Budget exceed the remaining unexpended TI
Allowance, Tenant shall deposit with Landlord, as a condition precedent to
Landlord’s obligation to complete the Tenant Improvements, 100% of the then
current TI Cost in excess of the remaining TI Allowance (“Excess TI Costs”). If
Tenant fails to deposit any Excess TI Costs with Landlord, Landlord shall have
all of the rights and remedies set forth in the Lease for nonpayment of Rent
(including, but not limited to, the right to interest at the Default Rate and
the right to assess a late charge). For purposes of any litigation instituted
with regard to such amounts, those amounts will be deemed Rent under the Lease.
The TI Allowance and Excess TI Costs are herein referred to as the “TI Fund.”  Funds deposited by Tenant shall be the first
disbursed to pay TI Costs. Notwithstanding anything to the contrary set forth
in this Section 5(d), Tenant shall be fully and solely liable for TI Costs and
the cost of Minor Variations in excess of the TI Allowance. If upon Substantial
Completion of the Tenant Improvements and the payment of all sums due in
connection therewith there remains any undisbursed portion of the TI Fund,
Tenant shall be entitled to such undisbursed TI Fund solely to the extent of
any Excess TI Costs deposit Tenant has actually made with Landlord.


 


6.            Tenant
Access.


 


(a)           Tenant’s
Access Rights. Landlord hereby agrees to permit Tenant access, at
Tenant’s sole risk and expense, to the Building (i) subject to Landlord’s prior
written consent, prior to the Commencement Date to perform any work (“Tenant’s
Work”) required by Tenant other than Landlord’s Work, provided that such Tenant’s
Work is coordinated with the TI Architect and the general contractor, and
complies with the Lease and all other reasonable restrictions and conditions
Landlord may impose, and (ii) prior to the completion of Landlord’s Work, to
inspect and observe work in process; all such access shall be during normal
business hours or at such other times as are reasonably designated by Landlord.
Notwithstanding the foregoing, Tenant shall have no right to enter onto the
Basement Space or the Project unless and until Tenant shall deliver to Landlord
evidence reasonably satisfactory to Landlord demonstrating that any insurance
reasonably required by Landlord in connection with such pre-commencement access
(including, but not limited to, any insurance that Landlord may require
pursuant to the Lease) is in full force and effect. Any entry by Tenant shall comply
with all established safety practices of Landlord’s contractor and Landlord
until completion of Landlord’s Work and acceptance thereof by Tenant.


 


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(b)           No
Interference. Neither Tenant nor any Tenant Party (as defined in the
Lease) shall interfere with the performance of Landlord’s Work, nor with any
inspections or issuance of final approvals by applicable Governmental
Authorities, and upon any such interference, Landlord shall have the right to
exclude Tenant and any Tenant Party from the Premises and the Project until
Substantial Completion of Landlord’s Work.


 


(c)           No
Acceptance of Basement Space. The fact that Tenant may, with
Landlord’s consent, enter into the Project prior to the date Landlord’s Work is
Substantially Complete for the purpose of performing Tenant’s Work shall not be
deemed an acceptance by Tenant of possession of the Basement Space, but in such
event Tenant shall defend with counsel reasonably acceptable by Landlord,
indemnify and hold Landlord harmless from and against any loss of or damage to
Tenant’s property, completed work, fixtures, equipment, materials or
merchandise, and from liability for death of, or injury to, any person, caused
by the act or omission of Tenant or any Tenant Party.


 


7.            Miscellaneous.


 


(a)           Consents.
Whenever consent or approval of either party is required under this
Work Letter, that party shall not unreasonably withhold, condition or delay
such consent or approval, unless expressly set forth herein to the contrary.


 


(b)           Modification.
No modification, waiver or amendment of this Work Letter or of any
of its conditions or provisions shall be binding upon Landlord or Tenant unless
in writing signed by Landlord and Tenant.


 


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Exhibit 1 to Work Letter


 


List of TI Design
Drawings


 


	
  Project Name:

  	
  Sirtris
  Pharmaceuticals, Inc.

  
	
   

  	
  Vivarium Facility

  
	
   

  	
  200 Technology Square

  
	
   

  	
  Cambridge,
  Massachusetts

  



 


Architect:  R E Dineen Architects
& Planners, Inc.


 


Specifications (Dated 14 September 2007)


 


Section 15300 Fire Protection


Section 15400 Plumbing


Section 15500 Heating, Ventilating and Air Conditioning


 


Section 16000 Electrical


Section 16700 Fire Alarm


 


Construction Drawings (Dated 14 September 2007)


 


Architectural


 


T-0.1 Title Sheet


T-0.2 Code Plans


T-0.3 Partition Types, Wall Details


A-1 Construction Plan


A-2 Reflected Ceiling Plan


A-3 Furniture & Equipment Plan


A-4 Finish Plan & Schedule


A-5 Interior Elevations & Sections


A-6 Not Used


A-7 Door & Frame Schedule, Hardware Schedule


A-8 Lab Casework Elevations


 


Fire Protection


 


FP-1.0 Fire Protection Legend, Details & Floor Plan


 


Fire Alarm


 


FA-1.0 Fire Alarm Legend, Details & Floor Plan


 


Plumbing


 


P-1 Plumbing Legends & Diagram Sheet


P-2 Plumbing Basement Plan


 


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HVAC


 


H-0.1 HVAC Legend, Abbreviations & General Notes


H-0.2 HVAC Schedules


H-0.3 HVAC Details 1


H-0.4 HVAC Details 2


HD-1.0 HVAC Basement Demolition Plan


H-1.1 HVAC Basement New Work Plan


H-1.1 HVAC Exhaust Risers Through Building To Roof


 


Electrical


 


E-0.1 Electrical Legend


E-0.2 Electrical Schedules


E-1.01 Electrical Power Plan


E-2.01 Electrical Lighting Plan


 


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