Exhibit 10.14.1


 


SECOND AMENDMENT TO LEASE


 


THIS
SECOND
AMENDMENT TO LEASE (this “Amendment”) is entered into
as of this 9th day of February, 2010 (the “Execution Date”), by and
between BMR-ROGERS STREET LLC, a Delaware limited liability company (“Landlord,”
as successor-in-interest to Rogers Street, LLC (“Original Landlord”)),
and IRONWOOD PHARMACEUTICALS, INC., a Delaware corporation (formerly known as
Microbia, Inc.) (“Tenant”).


 


RECITALS


 


A.            WHEREAS, Original
Landlord and Tenant entered into that certain Lease dated as of January 12,
2007, as amended by that certain First Amendment to Lease dated as of April 9,
2009 (collectively, as the same may have been otherwise amended, supplemented
or modified from time to time,  the “Lease”),
whereby Tenant leases certain premises (the “Original Premises”) from
Landlord at 301 Binney Street in Cambridge, Massachusetts (the “Building”);


 


B.            WHEREAS, Tenant
desires to lease additional premises from Landlord; and


 


C.            WHEREAS, Landlord
and Tenant desire to modify and amend the Lease only in the respects and on the
conditions hereinafter stated.


 


AGREEMENT


 


NOW,
THEREFORE, Landlord and Tenant, in consideration of the mutual promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally
bound, agree as follows:


 


1.             Definitions.  For purposes of this
Amendment, capitalized terms shall have the meanings ascribed to them in the
Lease unless otherwise defined herein.


 


2.             Rights of
Building Tenants in Additional Premises. 
As of the Execution Date, Landlord represents and warrants that no other
person or entity has any enforceable rights with respect to the leasing or
occupancy of the Additional Premises as a tenant.


 


3.             Additional
Premises.  As of the Execution Date,
Landlord hereby leases to Tenant approximately 50,000-60,000 contiguous
rentable square feet of additional premises located on the third floor of the
Building, as depicted on Exhibit A attached hereto (the “Additional
Premises”).  The Additional Premises
will be occupied in two phases.  The
first phase (the “Additional Premises Initial Phase”) shall consist of
at least 30,000 rentable square feet of space and the second phase (the “Additional
Premises Second Phase”) shall consist of an amount of rentable square
footage to be determined by Tenant, provided that the total Additional Premises
shall not exceed 60,000 rentable square feet of space and shall not be less
than 50,000 rentable square feet of space. 
The actual rentable square footage and actual useable square footage of
the Additional Premises Initial Phase and the Additional Premises Second Phase
will be adjusted and mutually agreed to between Landlord and Tenant based upon
the actual constructed rentable square footage and actual constructed usable
square footage determined in accordance with the Measurement Standard.  Tenant shall have the right, subject to the
limitations set forth above, to determine the size of the Additional Premises 


 

















 


Second
Phase until the earlier of (a) such time that Landlord presents a bona
fide offer on any remaining unoccupied space on the third floor of the Building
that could include a portion of the Additional Premises Second Phase to a third
party and (b) December 31, 2010; provided that Landlord shall
give Tenant written notice at least 10 business days prior to making or
accepting any offer under clause (a).  If
any such offer does not result in a binding obligation to lease the remaining
space, Landlord shall advise Tenant of the same and Tenant shall again have the
right to adjust the actual square footage of the Additional Premises Second
Phase as provided in the previous sentence.


 


4.             Term
Commencement Date.  The term with
respect to the Additional Premises shall commence upon the Execution Date and
shall terminate, subject to any extension options granted pursuant to the
Lease, simultaneous with the expiration of the Term.  From and after the Execution Date, the term “Premises,”
as used in the Lease, shall mean the Original Premises plus the Additional
Premises and, except as otherwise provided herein, all provisions of the Lease,
including (without limitation) the option to extend the Term as set forth in Section 3.03
of the Lease, shall apply to such Premises.


 


5.             Additional
Premises Initial Phase Rent Commencement Date.  Rent, with respect to the Additional Premises
Initial Phase, shall commence upon substantial completion of the Finish Work
within the Additional Premises Initial Phase and Tenant’s occupancy thereof for
the conduct of its business, but in no event later than July 1, 2010 (the “Additional
Premises Initial Phase Rent Commencement Date”).  Following the Additional Premises Initial
Phase Rent Commencement Date, Landlord and Tenant shall enter into an amendment
to the Lease, as amended hereby, memorializing the actual useable square
footage and the actual rentable square footage of the Additional Premises
Initial Phase, the Additional Premises Initial Phase Rent Commencement Date, an
appropriate adjustment to Tenant’s Pro Rata Share and the Additional Premises
Finish Work Allowance with respect thereto.


 


6.             Additional
Premises Second Phase Rent Commencement Date.  Rent, with respect to the Additional Premises
Second Phase, shall commence upon substantial completion of the Finish Work
within the Additional Premises Second Phase and Tenant’s occupancy thereof for
the conduct of its business, but in no event later than July 1, 2011 (the “Additional
Premises Second Phase Rent Commencement Date”). Following the Additional
Premises Second Phase Rent Commencement Date, Landlord and Tenant shall enter
into an amendment to the Lease, as amended hereby, memorializing the actual
useable square footage and the actual rentable square footage of the Additional
Premises Second Phase, the Additional Premises Second Phase Rent Commencement
Date, an appropriate adjustment to Tenant’s Pro Rata Share and the Additional
Premises Finish Work Allowance with respect thereto.


 


7.             Tenant’s Pro
Rata Share.  Tenant’s Pro Rata Share
shall be increased on the Additional Premises Initial Phase Rent Commencement
Date to include the actual rentable square footage of the Additional Premises
Initial Phase in the calculation of Tenant’s Pro Rata Share.  Tenant’s Pro Rata Share shall be further
increased on the Additional Premises Second Phase Rent Commencement Date to
include the actual rentable square footage of the Additional Premises Second
Phase in the calculation of Tenant’s Pro Rata Share.


 

















 


8.             Base Rent/Annual
Adjustments:  The initial Base Rent
for (i) the Additional Premises Initial Phase shall be $42.00 per rentable
square foot per year and (ii) the Additional Premises Second Phase shall
be $42.50 per rentable square foot per year commencing on the respective Rent
Commencement Date for each phase.  Base
Rent for the Additional Premises Initial Phase shall be increased during the
initial Term on each annual anniversary of the Additional Premises Initial
Phase Rent Commencement Date by fifty cents ($0.50) per rentable square foot
per year.  Base Rent for the Additional
Premises Second Phase shall be increased during the initial Term on each annual
anniversary of the Additional Premises Second Phase Rent Commencement Date by
fifty cents ($0.50) per rentable square foot per year.  Base Rent for the Additional Premises shall
not be increased on the Interim Date as provided in Section 1.16 of the
Lease.  Base Rent for the Additional
Premises for any Extension Term or Terms shall be determined in accordance with
Section 1.16 of the Lease. 
Commencing on the respective Rent Commencement Date for each phase, the
Base Rent for such phase of the Additional Premises shall be paid in equal
monthly installments in advance on the first day of each and every calendar
month during the Term as set forth in Section 4.01 of the Lease.  To the extent the Rent Commencement Date for
either phase occurs before the actual rentable square footage of such phase is
determined in accordance with Section 3 of this Amendment, the
parties hereto agree to true up all payments of Rent for such phase made prior
to the date such actual square footage is determined within thirty (30) days of
the date such actual rentable square footage is determined.  The parties will also make any appropriate adjustments
and true ups for payments of the Additional Premises Finish Work Allowance for
such phase within thirty (30) days of the date such actual rentable square
footage is determined.


 


9.             Finish Work
Allowance.  Landlord shall provide to
Tenant an additional Finish Work Allowance of Fifty-Five Dollars ($55.00) per
rentable square foot of Additional Premises (the “Additional Premises Finish
Work Allowance”) in order to fund, pursuant to the terms and procedures set
forth in Sections 10.04(c) and 10.05 of the Lease (including, without
limitation, Tenant’s rights under the last paragraph of Section 10.04(c)-2
of Exhibit 10.04(c)), the design and construction by Tenant of the Finish
Work with respect to the Additional Premises; provided that, notwithstanding
anything in Sections 10.04(c) or 10.05 of the Lease to the contrary, (i) Tenant
shall have no obligation to pay or reimburse Landlord for any costs or expenses
to review or supervise the construction of the Finish Work with respect to the
Additional Premises, to review the Construction Documents related thereto or to
assist with government filings and (ii) Landlord’s approval of the
Construction Documents related to the Finish Work with respect to the
Additional Premises shall not be unreasonably withheld, conditioned or
delayed.  The Finish Work Allowance
provided for the Additional Premises Initial Phase and the Additional Premises
Second Phase shall be determined based on the actual constructed rentable
square footage of each Phase.  The Finish
Work Allowance for the Additional Premises Initial Phase must be utilized for
Finish Work constructed within the Additional Premises Initial Phase and the
Finish Work Allowance for the Additional Premises Second Phase must be utilized
for Finish Work constructed within the Additional Premises Second Phase.  Tenant will not be
required to remove the Finish Work constructed within the Additional Premises
at the end of the Term.


 


10.           Condition of
Premises.   Tenant acknowledges that,
other than as set forth below or in the Lease, neither Landlord nor any agent
of Landlord has made any representation or warranty with respect to the
condition of the Additional Premises, the Building or the Property, or with
respect to the suitability of the Additional Premises, the Building or the
Property for the conduct of Tenant’s 


 

















 


business.  Tenant acknowledges that (a) it is fully
familiar with the condition of the Additional Premises and agrees to take the
same in its condition “as is” as of the Execution Date  and
(b) Landlord shall have no obligation to alter, repair or otherwise
prepare the Additional Premises for Tenant’s occupancy or to pay for or
construct any improvements to the Additional Premises, except that Landlord
shall complete the items listed on Exhibit B attached hereto prior
to March 1, 2010  and provide the
Finish Work Allowance as described in Section 9 above. Landlord
hereby represents and warrants that, as of the Execution Date, the common area
of the Building and the Additional Premises are in compliance with all Legal
Requirements.


 


11.           Parking.  In addition to any existing Tenant rights to
parking spaces under the Lease, commencing on January 1, 2011, Landlord
shall provide Tenant with 1.0 parking spaces per 1,000 useable square feet
(exclusive of mechanical space) of Additional Premises Initial Phase, plus ten
additional spaces, at Landlord’s then-current prevailing monthly rate for
parking spaces.  Furthermore, commencing
on the Additional Premises Second Phase Rent Commencement Date, Landlord shall
provide Tenant with 1.0 parking spaces per 1,000 useable square feet (exclusive
of mechanical space) of Additional Premises Second Phase at Landlord’s
then-current prevailing monthly rate for parking spaces.  Following such date, upon Tenant’s request,
Tenant shall have the right to temporarily use any additional parking spaces
then-available for use at Landlord’s then-current prevailing monthly rate for
parking spaces until such spaces are assigned to future tenants of the Building
or future tenants of the building located at 320 Bent Street, Cambridge, Massachusetts.
Tenant’s use of the parking spaces provided hereunder and Tenant’s rights with
respect thereto (including (without limitation) limitations on increases in the
prevailing monthly rate for parking spaces) shall otherwise be in accordance
with the terms of Section 2.01(d) of the Lease.


 


12.           Right of First
Refusal.  In addition to Tenant’s
Right of First Offer set forth in Article 18 of the Lease and Tenant’s
Right of First Refusal set forth in Article 19 of the Lease, for so long
as Tenant occupies at least seventy-five percent (75%) of the Premises for
which Base Rent has commenced, Tenant shall have a right of first refusal (“ROFR”)
as to any rentable premises on the third floor of the Building (“Available
ROFR Premises”).  To the extent that
Landlord renews or extends a then-existing lease for space on the third floor
with any then-existing tenant, or enters into a new lease for such space with
such then-existing tenant, such space shall not be deemed to be Available ROFR
Premises.  In the event Landlord intends
to lease Available ROFR Premises and prior to entering into any binding
obligation to lease such space, Landlord shall provide written notice thereof
to Tenant (the “Notice of Offer”), specifying the terms and conditions
of a proposed lease to Tenant of the Available ROFR Premises.


 


12.1.        Within fifteen (15)
days following its receipt of a Notice of Offer, Tenant shall advise Landlord
in writing whether Tenant elects to lease all (not just a portion) of the
Available ROFR Premises or, at Tenant’s option (in its sole discretion), the
entire unoccupied rentable premises on the third floor of the Building,
including the Available ROFR Premises, on the terms and conditions set forth in
the Notice of Offer.  If Tenant fails to
notify Landlord of Tenant’s election within said fifteen (15) day period, then
Tenant shall be deemed to have elected not to lease the Available ROFR
Premises.


 


12.2         If Tenant timely
notifies Landlord that Tenant elects to lease the Available ROFR Premises or
the entire unoccupied rentable premises on the third floor of the Building on
the 


 

















 


terms
and conditions set forth in the Notice of Offer, then Landlord shall lease the
Available ROFR Premises or the entire unoccupied rentable premises on the third
floor of the Building, as applicable, to Tenant upon the terms and conditions
set forth in the Notice of Offer.


 


12.3         If Tenant notifies
Landlord that Tenant elects not to lease the Available ROFR Premises or the
entire unoccupied rentable premises on the third floor of the Building on the
terms and conditions set forth in the Notice of Offer, or if Tenant fails to
notify Landlord of Tenant’s election within the fifteen (15) day period
described above, then Landlord shall have the right to consummate the lease of
the Available ROFR Premises on the same terms and conditions as set forth in
the Notice of Offer following Tenant’s election (or deemed election) not to
lease the Available ROFR Premises or the entire unoccupied rentable premises on
the third floor of the Building.  If
Landlord does not lease the Available ROFR Premises within one hundred eighty
(180) days after Tenant’s election (or deemed election) not to lease the
Available ROFR Premises or the entire unoccupied rentable premises on the third
floor of the Building, then the ROFR shall be fully reinstated, and Landlord
shall not thereafter lease the Available ROFR Premises without first complying
with the procedures set forth in this Article 12.


 


12.4         Notwithstanding
anything in this Article 12 to the contrary, Tenant shall not
exercise the ROFR during such period of time that Tenant is in default under
any provision of the Lease, as amended hereby, beyond all notice and cure
periods.  Any attempted exercise of the
ROFR during a period of time in which Tenant is so in default beyond all notice
and cure periods shall be void and of no effect.   In addition, Tenant shall not be entitled to
exercise the ROFR if Landlord has given Tenant two (2) or more notices of (i) any
monetary default or (ii) any material non-monetary default under the
Lease, whether or not the defaults are cured, during the twelve (12) month
period prior to the date on which Tenant seeks to exercise the ROFR.


 


12.5         Notwithstanding
anything in this Lease to the contrary, Tenant shall not assign or transfer the
ROFR, either separately or in conjunction with an assignment or transfer of
Tenant’s interest in the Lease, without Landlord’s prior written consent, which
consent Landlord may withhold in its sole and absolute discretion; provided
that this Section 12.5 shall not apply to a Permitted Transfer.


 


12.6         If Tenant exercises
the ROFR, Landlord does not guarantee that the Available ROFR Premises will be
available on the anticipated commencement date for the Lease as to such
Available ROFR Premises in the event that the Available ROFR Premises is
unavailable due to a holdover by the then-existing occupants of the Available
ROFR Premises or for any other reason beyond Landlord’s reasonable control;
provided that (i) all Tenant obligations under the Lease, as amended
hereby, related to such Available ROFR Premises shall commence only if such
Available ROFR Premises has been delivered to Tenant free and clear of all
occupants (and all other conditions to the commencement of any such obligations
have been satisfied) and (ii) Landlord shall use commercially reasonable
efforts to deliver such Available ROFR Premises to Tenant free and clear of all
occupants as soon as reasonably possible and, if such Available ROFR Premises,
is not so delivered within ninety (90) days of the anticipated commencement
date, Tenant shall have the right at any time thereafter until such Available
ROFR Premises is so delivered, on thirty (30) days advance notice to Landlord,
to withdraw its exercise of the ROFR with respect to such Available ROFR
Premises.


 

















 


13.           Utilities.  The first paragraph of Section 6.01
of the Lease is hereby deleted and replaced in its entirety with the following:


 


“Tenant
shall pay for all water (including the cost to service, repair and replace
reverse osmosis, de-ionized and other treated water), gas, heat, light, power,
telephone, internet service, cable television, other telecommunications and
other utilities supplied to the Premises (“Utility Services”), together
with any fees, surcharges and taxes thereon. 
It is understood and agreed that Landlord shall be responsible for
bringing Utility Service and telecommunications service to a common switching
point(s) at the Building as shown on Exhibit 6.01 attached to
the Lease (collectively, the “Utility Switching Points”).   The initial installation of metering of the
Original Premises and Additional Premises for the purpose of measuring Tenant’s
consumption of Utility Services is as set forth on the Metering Chart attached
hereto as Exhibit C (the “Metering Chart”), and the
allocation of the cost of installing, maintaining and repairing such metering
between the parties is set forth on the Metering Chart.  All Utility Services serving the Original
Premises or Additional Premises that are listed on the Metering Chart shall be
separately metered or otherwise addressed as provided on the Metering Chart and
Tenant shall pay for such Utility Services in the manner specified on the
Metering Chart and consistent with the provisions of this paragraph related to
the payment of such Utility Services charges. 
Tenant shall pay all costs and expenses associated with any separately
metered utilities provided exclusively to the Premises directly to the
applicable service provider.  Tenant
shall pay all costs and expenses associated with utility charges that are based
on a check- or sub-metering metering installation based on Landlord’s reading
of such meters directly to Landlord at the same rate paid by Landlord to the
provider thereof.  Additional Rent for
such utilities may be reasonably estimated monthly by Landlord, based on actual
readings of sub- and “check” meters where applicable, and shall be paid monthly
by Tenant within thirty (30) days after being billed with a final accounting
based upon actual bills received from the utility providers following the
conclusion of each fiscal year of the Building. 
Tenant shall be provided with access to all meters (including sub and “check”
meters) that measure Tenant’s consumption of Utility Services and, upon Tenant’s
request, Landlord shall provide Tenant with reasonable supporting documentation
(i) evidencing the rates paid by Landlord to providers of Utility Services
or (ii) supporting the final accounting described above.  Tenant shall pay for any and all costs to
install and connect Utility Services from the Utility Switching Points to the
Premises.    Landlord shall be under no
obligation as to any Utility Services beyond the foregoing responsibility to
bring such Utility Services to the Utility Switching Points as required in the
completion of the Base Building Work and Landlord shall not be liable for any
interruption or failure in the supply of any utilities or Utility Services,
except to the extent expressly set forth below.”


 


14.           Operating
Expenses.  The third parenthetical in
the first paragraph of Section 8.01 of the Lease is hereby deleted
in its entirety and replace with the following language:  “(other than Utility Services to tenants in
their demised premises if Tenant is directly responsible for payment under the
Lease on account of such Utility Service consumed by Tenant)”.  For the avoidance of doubt, in no event shall
Operating Expenses or other amounts charged to Tenant under the Lease, as
amended hereby, include the costs of Utility Services to other tenants of the Building
in their demised premises if Tenant is responsible for payment under the Lease,
as amended hereby, for Tenant’s actual consumption of such Utility Service.


 

















 


15.           Broker. Tenant represents and warrants that it has had no dealings with
any real estate broker or agent in connection with the negotiation of this
Amendment other than CB Richard Ellis, Inc. (“Broker”), and that it
knows of no other real estate broker or agent that is or might be entitled to a
commission in connection with the representation of Tenant in connection with
this Amendment.  Landlord shall
compensate Broker in relation to this Amendment pursuant to a separate
agreement between Landlord and Broker.


 


15.1         Tenant represents and
warrants that no broker or agent has made any representation or warranty relied
upon by Tenant in Tenant’s decision to enter into this Amendment, other than as
contained in this Amendment.


 


15.2         Tenant acknowledges
and agrees that the employment of brokers by Landlord is for the purpose of
solicitation of offers of leases from prospective tenants and that no authority
is granted to any broker to furnish any representation (written or oral) or
warranty from Landlord unless expressly contained within this Amendment.  Landlord is executing this Amendment in reliance
upon Tenant’s representations, warranties and agreements contained within Section 15,
Section 15.1 and this Section 15.2.


 


15.3         Tenant agrees to
indemnify, save, defend and hold Landlord harmless from any and all cost or
liability for compensation claimed by any other broker or agent, other than
Broker, employed or engaged by Tenant or claiming to have been employed or
engaged by Tenant.


 


15.4         Landlord shall pay
any commission, fee or other compensation due to any Landlord broker(s) in
connection with this Amendment.  Landlord
agrees to indemnify, save, defend and hold Tenant harmless from any and all
cost or liability for compensation claimed by any broker or agent employed or
engaged by Landlord or claiming to have been employed or engaged by Landlord.


 


16.           Effect of Amendment. 
Except as modified by this Amendment, the Lease and all the covenants,
agreements, terms, provisions and conditions thereof shall remain in full force
and effect and are hereby ratified and affirmed.  The covenants, agreements, terms, provisions
and conditions contained in this Amendment shall bind and inure to the benefit
of the parties hereto and their respective successors and, except as otherwise
provided in the Lease, as amended hereby, their respective assigns.  In the event of any conflict between the
terms contained in this Amendment and the Lease, the terms herein contained
shall supersede and control the obligations and liabilities of the
parties.  From and after the Execution
Date, the term “Lease” as used in the Lease shall mean the Lease, as
modified by this Amendment.


 


17.           Miscellaneous. 
This Amendment becomes effective only upon execution and delivery hereof
by Landlord and Tenant. The captions of the paragraphs and subparagraphs in
this Amendment are inserted and included solely for convenience and shall not
be considered or given any effect in construing the provisions hereof.  All exhibits hereto are incorporated herein
by reference.


 


18.           Counterparts.  This
Amendment may be executed in one or more counterparts that, when taken
together, shall constitute one original.


 

















 


19.           Authority.  Landlord and Tenant have all necessary and
proper authority, without the need for the consent of any other person or
entity, to enter into and perform under this Amendment.


 

















 


IN
WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands as of the
date and year first above written, and acknowledge that they possess the
requisite authority to enter into this transaction and to execute this
Amendment.


 


	
  LANDLORD:

  	
   

  
	
   

  	
   

  
	
  BMR-ROGERS STREET LLC,

  	
   

  
	
  a
  Delaware limited liability company

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Jonathan P. Klassen

  	
   

  
	
  Name:

  	
  Jonathan
  P. Klassen

  	
   

  
	
  Title:

  	
  VP,
  Legal and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  
	
  IRONWOOD
  PHARMACEUTICALS, INC.,

  	
   

  
	
  a Delaware
  corporation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  J DeTore

  	
   

  
	
  Name:

  	
  J
  DeTore

  	
   

  
	
  Title:

  	
  VP, Finance