**Exhibit10.1**

 

**Amendmentto Lease**

This Amendment to Lease ("Amendment") dated September10, 2007 (the "Effective Date") by and between EastParkAt 8A having an office at 1000 Eastpark Boulevard, Cranbury,NJ 08512 (hereinafter called "Landlord"): and Pharmacopeia, Inc.,having an office at 3000 Eastpark Boulevard, Cranbury, NJ 08512 (formerly knownas Pharmacopeia Drug Discovery, Inc. and hereinafter called"Tenant").

 

W i t n e s s e t h:

 

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

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

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

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

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

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

 

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

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

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

4.                  The Base Rent for eachSuite shall be as follows:

a.                                                                                       Suite 1000 shall be $15.00 per rentablesquare foot, to commence on the date the work set forth in paragraph 5 below iscomplete, and  the Suite is delivered toTenant.

b.                                                                                      Suite 2004 shall be $12.00 per rentablesquare foot, subject to adjustment as set forth below, to commence uponSubstantial Completion of the office and laboratory improvements to be designedby Tenant and completed by Landlord, as set forth below.

c.                                                                                       Suite 2005 shall be $30.00 per rentablesquare foot, to commence on the date that the Suite is delivered to Tenant inits "as is" condition, which includes the following existingimprovements:

 

- Two (2) eight foot fume hoods

- Two (2) four foot fume hoods

- Laboratory benches and upper cabinetry 

- One (1) Autoclave

- One (1) DI watertreatment system and recirculating distribution loop

- Two (2) Biological Safety Cabinets

- Kitchen Cabinets

- Dark Room

- Small vacuum pump; and

- Small Air Compressor.

 

 

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

d.                                                                                      Paragraph 4 of the Lease is herebyamended to provide that such Base Rent set forth in subparagraphs (a), (b) and(c) above shall be added to the Initial Base Rent. The parties further agreethat the first rent adjustment with respect to such Base Rent shall take placeon April 1, 2012, at which time the Base Rent shall increase by 3% per annum,pro-rated from the commencement date of the term for each Suite. Subparagraphs4.2, 4.3, 4.4 and 4.5 of paragraph 4 of the Lease shall also apply to the rentfor Suites 1000, 2004 and 2005. 

5.                                       Suite 1000 is already built-out but willbe refurbished by Landlord at its own expense in accordance with the followingprovisions:

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

 

 

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into the existingrecessed/track fixtures; repaint the existing painted areas of the space in nomore than two (2) colors to be selected by Tenant and repair, if possible, theexisting wall paper in the entrance foyer and large conference room. If notpossible to repair, the wall paper shall be removed and these areas shall bepainted.

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

c.                                                                                       The quality of the finishes for 5a. and5b. above shall be consistent with the quality of the finishes in Suite 1002.

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

e.                                                                                       Landlord represents that it will use itsbest efforts to deliver Suite 1000 to Tenant within 180 days of the EffectiveDate. In the event the Landlord's work, as set forth above in the paragraph, isnot completed by 240 days after the Effective Date, then Tenant shall receive acredit, applicable when Tenant is required to begin paying rent with respect toSuite 1000, of one and sixty-seven one hundredths cents $(0.0167) per squarefoot per day that Tenant may

 

 

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offset against such rentfor the number of days equal to the number of days in excess of such 240-dayperiod that elapsed prior to Tenant's acceptance of Suite 1000.

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

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

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

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

a.                                                                                       Tenant may designate a new architect orRepresentative.

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

 

 

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

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

d.                                                                                      An estimated date for SubstantialCompletion cannot currently be established as the Plans have not yet beendesigned.

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

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

 

 

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

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

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

10.            The parties agree that the Option toRenew provisions set forth in paragraph 43 of the Lease and the Right of FirstOffer provisions set forth in paragraph 44 of the Lease shall also apply toSuites 1000, 2004 and 2005.

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

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

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

 

 

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

 
| .      | EastPark At 8A                                                                                                                     |                                         |
|--------|------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------|
|   |                                                                                                                               |                                         |   |
|   | A. JOSEPH STERN                  9/17/07 |                                         |
|   | A. Joseph Stern,  Partner                                                                                                          |                                         |
|   |                                                                                                                               |                                         |   |
|   |                                                                                                                               |                                         |   |
|   | Pharmacopeia, Inc                                                                                                                  |                                         |
|   |                                                                                                                               |                                         |   |
|   |                                                                                                                               |                                         |   |
|   | By:                                                                                                                                | BRIAN M. POSNER                              |   |
|   | Name:                                                                                                                              | Brian M. Posner                              |   |
|   | Title:                                                                                                                             | *Executive  Vice President, Chief Financial* |   |
|   |                                                                                                                               | *Officer  and Treasurer*                     |   |
|   |                                                                                                                               |                                         |
|        |                                                                                                                                    |                                              |  |  |  |

 

 

 

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