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  Exhibit 10.4    
    


[Translation]



LEASE 


Between 


UNIVERSITÉ
DE SHERBROOKE 


(the
"LESSOR") 


and 


TRANZYME
PHARMA INC. 


(the
"LESSEE") 


With
respect to the space in certain buildings belonging to the University 

















































 
 

  TABLE OF CONTENTS    
    

 






 



					
	 PREAMBLE
	 	 	3	 
	 LEASE AND DESCRIPTION OF PREMISES
	 	 	3	 
	 TERM OF THE LEASE
	 	 	3	 
	 USE OF THE LEASED PREMISES
	 	 	4	 
	 RENT
	 	 	4	 
	 SERVICES
	 	 	5	 
	 LESSOR'S RIGHTS AND OBLIGATIONS
	 	 	7	 
	 LESSEE'S RIGHTS AND OBLIGATIONS
	 	 	7	 
	 REPAIRS, MODIFICATIONS AND IMPROVEMENTS
	 	 	8	 
	 ASSIGNMENT AND SUBLEASE
	 	 	8	 
	 COVENANTS IN THE EVENT OF LOSS
	 	 	8	 
	 INSURANCE
	 	 	9	 
	 LIABILITY—DAMAGE
	 	 	10	 
	 PERMITS AND TAXES
	 	 	10	 
	 RELEASE OF MOVABLE HYPOTHEC
	 	 	11	 
	 ACCESS TO THE LEASED PREMISES
	 	 	11	 
	 CONDITION OF THE PREMISES
	 	 	11	 
	 TERMINATION OF LEASE—DEFAULTS
	 	 	11	 
	 PUBLICATION
	 	 	12	 
	 WAIVER
	 	 	12	 
	 NOTICES AND REQUESTS
	 	 	12	 
	 EXPIRY OF LEASE
	 	 	13	 
	 RENEWAL OPTIONS
	 	 	13	 
	 FORCE MAJEURE
	 	 	13	 
	 INTERPRETATION
	 	 	14	 
	 ARBITRATION
	 	 	14	 
	 SUCCESSORS AND ASSIGNS
	 	 	14	 




 

  


 






 



			
	SCHEDULE 1A	 	CALCULATION OF RENTABLE AREA USING THE BOMA METHOD
	SCHEDULE 1B	 	PLANS AND IDENTIFICATION OF "LEASED PREMISES"
	SCHEDULE 1C	 	AREA OF PREMISES LEASED BY TRANZYME PHARMA AT THE IPS
	SCHEDULE 2A	 	CALCULATION OF RENTABLE AREA USING THE BOMA METHOD
	SCHEDULE 2B	 	PLANS AND IDENTIFICATION OF "LEASED PREMISES"
	SCHEDULE 2C	 	AREA OF PREMISES LEASED BY TRANZYME PHARMA AT THE IPS




 

 





        LEASE
AGREEMENT ("Lease") entered into in Sherbrooke, Province of Quebec, this 7th day of September, 2006. 

 






 



			
	BETWEEN:	 	 UNIVERSITÉ DE SHERBROOKE, a corporation duly incorporated, having its place of business at 2500 boulevard de l'Université, Sherbrooke, Province of Quebec, J1K 2R2, herein
acting and represented by Luce Samoisette, Assistant Vice-Chancellor and Administrative Vice-Rector, duly authorized for the purposes hereof as she so declares;
	

 	
 	
        (hereinafter the "LESSOR")
	
 AND:	
 	
 TRANZYME PHARMA INC., a corporation duly incorporated, having its head office at 3001 12e Avenue Nord, Sherbrooke, Quebec J1H 5N4, herein acting and represented by
Mr. Rich Eisenstadt, Vice-President, Finance, duly authorized for the purposes hereof as he so declares;
	

 	
 	
        (hereinafter the "LESSEE")




 

 





 



































 



 
 

  PREAMBLE    
    


        WHEREAS Université de Sherbrooke wishes to lease certain space in the  Institut de
pharmacologie to Transyme Pharma inc. for the purpose, in particular, of broadening and deepening avenues of cooperation, sharing
their respective expertise in chemistry, biochemistry and pharmacology, and mutually developing a better understanding of the industrial and commercial prospects for products of research. 



 NOW, THEREFORE, THE PARTIES MUTUALLY AGREE AS FOLLOWS:  


 
    SECTION 1    
    
    LEASE AND DESCRIPTION OF PREMISES    
    


	1.1
	Subject
to the conditions, covenants and undertakings contained herein, the LESSOR leases to the LESSEE, here present and accepting, a designated part of
the Institut de pharmacologie (the "Building"), on the 3rd floor (hereinafter referred to as the "Leased Premises"), a rentable area of more or less 1055.18 m2, as
more substantially measured in Schedule 1A using the BOMA (Building Owners and Managers Association) measurement method approved on June 21, 1989 by the American National Standards
Institute, Inc. and defined by a blue border on the plan(s), a copy of which is attached hereto as Schedule 1B. The rentable area comprises the space enumerated in Schedule 1C. 



The
Leased Premises are leased "as seen" by the LESSEE. The LESSEE shall assume the cost of any work on or changes or improvements to the Leased Premises as may be required, subject to the provisions
of the Lease. 




1.2    Right of first refusal    



During
the term of the Lease, the LESSEE shall have the right to refuse to lease the optional premises enumerated in Schedule 2C. The LESSEE shall express its desire to exercise said right of
first refusal thirty (30) days following a notice from the LESSOR to the effect that said premises are included in an offer to lease, provided that such premises are made available by the
Faculty of Medicine and Health Sciences. This space represents an additional rentable area of 206.69 m2 measured, in Schedule 2A, using the BOMA measurement method approved on
June 21, 1989 by the American National Standards Institute, Inc.. The plan in Schedule 2B shows the rentable space that the LESSEE could occupy by exercising its right of first
refusal. The annual base rent per square metre will be the same as the rate for the current space on an annualized basis, as set forth in Section 4.3. 



 
 

  SECTION 2    
    
    TERM OF THE LEASE    
    


	2.1
	The
Lease is granted and accepted for a term (hereinafter called "Term") of three (3) years commencing on October 1, 2006 and ending on
September 30, 2009, unless it is delayed, terminated or extended pursuant to the provisions hereof.



	2.2
	Notwithstanding
the Term of the Lease, if the Leased Premises are available before the commencement date of the Lease, the LESSEE may use and occupy them as
soon as they are available; in such circumstances, the LESSEE shall ensure that it does not hinder the construction work being carried out on the Building by the LESSOR or the efficient operation of
the Building. The LESSEE shall be liable for any damage caused by its acts or the acts of its contractors, subcontractors, employees, servants and visitors. 


3







 
 
 

  SECTION 3    
    
    USE OF THE LEASED PREMISES    
    


	3.1
	The
LESSEE shall use and occupy the premises leased under this Lease solely for the purposes of operating a research laboratory in the field of pharmacology
and biomedical chemistry. 


 
 

  SECTION 4    
    
    RENT    
    


	4.1
	The
LESSEE undertakes to pay the LESSOR, for the entire duration of the Lease, except as specifically set forth herein, in lawful currency of Canada, gross
rent of four hundred and forty-eight thousand four hundred and seventy-two dollars and sixty cents ($448,472.60) per year, payable in advance in equal consecutive monthly instalments of
thirty-seven thousand three hundred and seventy-two dollars and seventy-two cents ($37,372.72) each, on the first (1st) day of each month over the duration of the
Lease. The annual base rent is four-hundred and twenty-five dollars and two cents ($425.02) per square metre.



	4.2
	The
gross rent includes the base rent, the LESSOR's proportional share of the operating expenses of the Building and the cost of the electricity used in the
premises leased by the LESSEE. The gross rent does not include, if applicable, the cost of the services mentioned in Section 5 hereof.



	4.3
	Notwithstanding
subsection 4.1, the annual gross rent will be increased annually by a fixed rate of 2%. The rent will be adjusted on
1st day of October of each year of the Term of this Lease.



	4.4
	The
LESSOR shall forward to the LESSEE a notice in writing indicating the rent increase applicable effective the 1st day of October of
each year of the Lease.



	4.5
	The
gross rent stipulated in this section is payable to the LESSOR, without notice or demand, at the following address: 




Université
de Sherbrooke

c/o Service des finances

Section des encaissements

Sherbrooke (Québec) J1K 2R1 




	4.6
	The
federal and provincial taxes are not included in the price of the rent and must therefore be added, if applicable.



	4.6.1
	The
LESSOR's registration number for purposes of the goods and services tax is R108161076.



	4.6.2
	The
LESSOR's registration number for purposes of the Québec sales tax is 1006150744.






	4.7
	All
amounts in arrears payable under the provisions hereof shall bear interest at the Bank of Canada prime rate plus 2% per annum, as of the payment date.
For the purposes hereof, the Bank of Canada prime rate is the rate in effect on the date on which any amount became payable.



	4.8
	The
LESSEE shall not, under any circumstances, have the right to indemnify itself or deduct any amount or effect any set-off against any amount
whatsoever payable under the provisions of this Lease, including, but without limiting the generality of the foregoing, any claim based on any decrease in enjoyment caused by acts committed by
co-lessees or any claim relating to repairs to the Leased Premises. 


4







 
 
 

  SECTION 5    
    
    SERVICES    
    


	5.1
	The
LESSOR agrees to provide at its expense to the LESSEE all the services required for premises leased in a building of this type, including, among other
things, electricity, heating, housekeeping, water supply, etc, subject to the following: 



        5.1.1    Elevators    




The
LESSOR shall provide, at its expense, and maintain in good operating condition, passenger elevators, which shall be in service every day. The LESSOR shall be under no obligation to provide
operators for these elevators and the fact that it may do so from time to time shall not entail any obligation for the LESSOR to continue such service. The LESSEE shall have use of the elevators in
conjunction with all other persons having access to them, but the LESSOR shall not be liable for any damage caused to the LESSEE and its employees, agents, representatives or visitors by such other
persons using the elevators in conjunction with it. 





        5.1.2    Heating and air conditioning    



	(a)
	The
LESSOR, so long as it is able to obtain such service from its main supplier, shall provide heating and air-conditioning service in order to
ensure the LESSEE's comfort in accordance with the usual standards established for buildings of this type. The LESSOR may, at its discretion, install an electricity sub-meter, at the
LESSEE's expense, in order to measure the LESSEE's electricity consumption if, in the LESSOR's opinion, the LESSEE's electricity consumption exceeds the average consumption of the other like lessees.



	(b)
	The
Leased Premises shall be heated and ventilated at the LESSOR's expense during the LESSEE's operating hours. The LESSEE's operating hours are from
8:30 a.m. to 10:30 p.m., Monday to Friday. On weekends, the Leased Premises shall be heated, ventilated and air-conditioned at no additional cost for the LESSEE during the
LESSEE's operating hours from 8:30 a.m. to 5:00 p.m., except for periods when the Leased Premises are not in use, further to notice from the LESSEE, to ensure that building energy costs
are managed effectively. 




        5.1.3    Housekeeping service    




The
LESSOR shall be responsible for providing housekeeping for the Leased Premises (in accordance with its standards and at its expense), except for space leased for storage purposes, provided that
the
LESSEE maintains them in good condition and keeps them available for cleaning at all times after normal business hours. 





        5.1.4    Laundry service    




The
LESSEE shall pay, on top of the gross rent, the cost of using the laundry service, based on the LESSEE's share established at one thousand one hundred and twenty-three dollars ($1,123) per month.
The LESSEE's share is prorated to the number of research laboratories leased (5/24). The LESSOR shall bill the LESSEE the cost of the laundry service on top of the gross rent indicated
in Section 4 hereof. The LESSEE shall have the right and privilege of terminating the laundry service. To exercise this privilege, the LESSEE must give the LESSOR at least one
(1) month's written notice. 





        5.1.5    Use of the distilled water service    




The
LESSEE shall pay, on top of the gross rent, the cost of using the distilled water service, based on the LESSEE's share established at one hundred and fifty dollars ($150) per month. 




5







 


The
LESSEE's share is prorated to the number of research laboratories leased (5/24). The LESSOR shall bill the LESSEE the cost of the laundry service on top of the gross rent indicated
in Section 4 hereof. 





        5.1.6    Use of the Faculté de médecine et des sciences de la santé
store    




The
LESSEE must use the Faculté de medicine et des sciences de la santé store to acquire regulated materials of any kind
used by the LESSEE as part of its research activities. The LESSEE may use the Faculté de médecine et des sciences de la
santé store to acquire laboratory supplies. The LESSOR shall bill the LESSEE the basic cost of the goods, (FOB) at the counter, plus 15%. 





        5.1.7    Liquid nitrogen    




Liquid
nitrogen is available at the Faculté de médecine et des sciences de la santé store, and its use is
subject to the provisions of subsection 5.1.6. The Faculté de médecine et des sciences de la santé store has a bulk tank for filling 1-
to 22-litre containers. 





        5.1.8    Nitrogen gas    




The
LESSOR shall provide the necessary infrastructures to maintain the service. The LESSEE shall pay for its consumption. 





        5.1.9    Hazardous waste management and disposal service    




The
LESSEE must use the LESSOR's hazardous waste management and disposal service to safely remove all hazardous substances or any other waste that could cause risk to the environment. The cost of the
hazardous waste management and disposal service shall be billed monthly to the LESSEE by the LESSOR on top of the gross rent indicated in Section 4 hereof. The cost of the hazardous waste
management and disposal service, which is revised annually, is based on the fee applicable to each waste class, as indicated below: 




 






 



						
	Waste Class (excluding taxes)



 
	 	Applicable fee 	 	 

	 Organic solvents
	 	$	1.60	 	Per kilogram
	 Acid and base solutions
	 	$	1.60	 	Per kilogram
	 Chemical residues eliminated in lab pack
	 	$	227.50	 	For 80 litres
	 Mercury residues ($25 + 30% of management fee)
	 	$	32.50	 	Per kilogram
	 Reagent products ($50 + 30% of management fee)
	 	$	65.00	 	Per kilogram
	 Waxed cardboard barrels for broken glass
	 	$	13.92	 	Per unit
	 Plastic containers for sharp materials (bio-risk)
	 	$	2.70	 	Per unit
	 Plastic containers for sharp materials (chemical)
	 	$	1.95	 	Per unit




 

         5.1.10    Parking    




The
LESSEE may, if it so desires, acquire one or more parking permits from the Centre hospitalier universitaire de Sherbrooke (CHUS). 





        5.1.11    Telephone and Internet service    




The
telephone system infrastructure is provided and maintained by the LESSOR. The operating costs shall be assumed by the LESSEE. The "Internet" service is provided at no cost by the LESSOR. 




6







 
 
 

  SECTION 6    
    
    LESSOR'S RIGHTS AND OBLIGATIONS    
    


	6.1
	The
LESSOR undertakes to keep and maintain the Building and the Leased Premises in a good state of repair and in perfect condition, including the
improvements, additions, decor, heating system and electrical system, and to immediately carry out, at its expense, any repairs required to keep and maintain them in a good state of repair and in
perfect condition.



	6.2
	The
LESSOR shall have the right to interrupt or modify the services it is required to provide under this Lease if repairs, replacements, modifications or
improvements prove necessary further to an accident or an event beyond the LESSOR's control. In such case, the LESSOR undertakes to restore the services involved as soon as possible. However, the
LESSEE may be held responsible for any repairs or replacements which may prove necessary as a result of its negligence or a misuse of the Leased Premises, systems or equipment. In such case, the
LESSOR undertakes to restore the services involved as soon as possible. 


 
 

  SECTION 7    
    
    LESSEE'S RIGHTS AND OBLIGATIONS    
    


7.1    Maintenance of the Leased Premises    



At
all times during the Term and at its own expense, the LESSEE must maintain the Leased Premises and keep them in good condition as would a careful owner, with the exception of deterioration due to
normal wear and tear that does not prevent the appropriate use and enjoyment of the Leased Premises in accordance with the Lease (except for housekeeping, as set forth in subsection 5.1.3 




7.2    Security service    



The
LESSEE is responsible for and shall assume the costs of all security services (guard service) for the Leased Premises. The LESSOR may, at its expense, provide electronic surveillance of the Leased
Premises but shall not be responsible for surveillance of the premises. The LESSOR is responsible for general building security. 




7.3    Glazing and sign breakage    



The
LESSOR shall not assume any responsibility for the breakage of glazing, plate glass or signs on the Leased Premises. However, the LESSOR shall be responsible for ensuring that damage to glass,
partition glass and signs separating the Leased Premises from the other premises of the LESSOR is repaired at its expense, if such breakage is caused from outside the Leased Premises. 




7.4    Signs    



In
accordance with the standards and criteria established by the LESSOR, the LESSEE may, at its expense, provide, install and maintain one or more signs. The LESSEE must obtain the appropriate
permits, if any, at its expense, from the competent authorities. Moreover, before proceeding with such installation, it must obtain prior express permission from the LESSOR. 




7.5    Compliance with laws    



The
LESSEE shall comply, immediately and at its expense, with the requirements of all applicable statutes, rules, ordinances, orders, regulations and by-laws of the municipality, the
provincial and federal governments, and each of their respective departments, commissions or bodies, where applicable, and of any other governmental authority that exercises any jurisdiction over the
Leased Premises, the occupancy of the Leased Premises by the LESSEE, or the conduct of the LESSEE's business in the Leased Premises. 



7









 









































7.6    Regulations and guidelines    



	(a)
	The
LESSEE undertakes to comply with the regulations and guidelines of the LESSOR and not to use, and to ensure that its subcontractors, suppliers and
personnel do not use, the name or graphic symbols associated with Université de Sherbrooke for advertising purposes, except by express agreement with the LESSOR.



	(b)
	The
LESSEE undertakes to conduct its laboratory activities and store hazardous materials in accordance with laws, regulations and standards, and in
conformity with the LESSOR's instructions and guidelines. 




7.7    Public order, noise, vibrations, odours    



The
LESSEE shall not use the Leased Premises and shall not allow the Leased Premises to be used for purposes that may disturb public order or cause noise, annoying vibrations or unpleasant odours. 



 
 

  SECTION 8    
    
    REPAIRS, MODIFICATIONS AND IMPROVEMENTS    
    


	8.1
	The
LESSEE may not, without prior written consent from the LESSOR, which consent shall not be withheld unreasonably, make any repairs, changes or
improvements to the Leased Premises either before or during the Term of the Lease.



	8.2
	Any
connection to the electrical system, plumbing or air-conditioning system shall be considered modifications within the meaning of this
section.



	8.3
	The
LESSOR shall have the right to install and maintain in the Leased Premises any and all things that prove necessary, reasonable or useful for the proper
functioning of the Building and its use by any lessee, without compensation in favour of the LESSEE, provided that the enjoyment of the Leased Premises by the LESSEE is not thereby affected. 


 
 

  SECTION 9    
    
    ASSIGNMENT AND SUBLEASE    
    


	9.1
	The
LESSEE may not give, transfer or otherwise assign the Lease or sublet all or part of the Leased Premises, directly or indirectly, without the specific,
written consent of the LESSOR.



	9.2
	The
LESSEE may, after the first complete year of the Lease, terminate the Lease by providing written notice six (6) months prior to the desired
termination date. If the LESSEE exercises this right, it must pay the LESSOR, on top of the gross rent payable in full up to the new expiry date of the Lease, a penalty equal to four months' rent. 


 
 

  SECTION 10    
    
    COVENANTS IN THE EVENT OF LOSS    
    


	10.1
	Should
the Leased Premises be partially damaged as a result of a fire or other cause not attributable to the fault or negligence of the LESSEE, its
officers, agents, employees, visitors or any other person on the Leased Premises with the LESSEE's permission, the LESSOR shall carry out the necessary repairs at its expense and the rent shall then
be reduced and allocated according the usable part of the Leased Premises until the repairs are completed. 


8







 
	10.2
	Should,
as a result of a fire or other cause, the Leased Premises be totally destroyed or rendered totally or substantially uninhabitable or the Building
suffer considerable damage, regardless of the state or condition of the Leased Premises:



	(a)
	if
the LESSOR decides not to repair or rebuild the Leased Premises or the Building, as applicable, it may, within ninety (90) days of the fire or
other loss and without incurring any liability toward the LESSEE, notify the LESSEE in writing of such decision, whereupon the Lease shall terminate immediately. The LESSEE must evacuate the Leased
Premises and deliver them to the LESSOR. The LESSEE'S responsibility for the rent shall cease on the day following the loss; or



	(b)
	if
the LESSOR decides to repair or rebuild the Leased Premises or the Building, as applicable, the LESSEE's responsibility for the rent shall be suspended
from the day following the loss until the day the LESSEE is able to reoccupy the Leased Premises. 





 
 

  SECTION 11    
    
    INSURANCE    
    


	11.1
	The
LESSEE must, at its own expense, purchase and maintain in force, for the Term of the Lease, the following insurance policies covering the LESSOR and
the LESSEE:



	(a)
	Comprehensive
public and civil liability insurance in an amount of no less than five million dollars ($5,000,000) per occurrence, for injury or death of one
or more persons or for property damage arising out of any accident or incident: this insurance policy shall name the LESSOR as additional insured;



	(b)
	All-risk
tenant liability insurance in an amount of no less than one million dollars ($1,000,000) per occurrence; this policy shall name the
LESSOR as additional insured;



	(c)
	Insurance
covering movable property and leasehold improvements, be they paid for by the LESSEE or the LESSOR, located in the Leased Premises against fire
and other perils usually covered by this type of insurance policy, which insurance shall at all times be for the replacement value of the such property and improvements.






	11.2
	These
insurance policies must be purchased from recognized insurance companies and must stipulate that the insurer shall have no right of subrogation
against the LESSOR for any loss or damage covered by such insurance or for payments made to settle claims against the LESSOR or LESSEE covered by such policies or to release the LESSOR or LESSEE from
the liability against which such insurance is maintained. 



Notwithstanding
any provision contained herein, where such insurance would not fully cover any loss or damage because of provisions for deductions (deductible clauses) or because the loss or damage
amount exceeds the coverage under the policy, the LESSOR shall not be liable and the LESSEE shall release the LESSOR from any liability and shall indemnify and hold harmless the LESSOR from any claim
for the portion of the amount of the loss or damage that is not covered. 


The
LESSEE shall obtain from the insurers of such policies an undertaking to notify the LESSOR in writing of any cancellation of such policies no less than ten (10) days before such
cancellation. The LESSEE agrees that in the event that it does not purchase or maintain in force any one of these policies, the LESSOR shall have the right to do so in the LESSEE's stead and pay the
premium thereon, and the LESSEE shall then reimburse the LESSOR for the amount paid for the premium and such reimbursement shall be added to the amount of the rent payable on the first day of the
month following payment of the premium by the LESSOR. 



9







 

The
LESSEE shall provide the LESSOR with proof that the insurance is being maintained in force, as provided herein, as well as proof of the required payment of the premiums and renewal premiums for
such insurance.  



	11.3
	The
LESSEE undertakes not to do anything in the Leased Premises, allow anything or omit anything that may result in increased insurance premiums for the
LESSOR or have the effect of increasing the LESSOR's insurance premiums for the buildings where the Leased Premises are located; if the insurance premiums are so increased, the LESSEE shall pay the
LESSOR, on top of the rent, the amount of any increase in insurance premiums. 


 
 

  SECTION 12    
    
    LIABILITY—DAMAGE    
    


12.1    Damage to the LESSEE's property    



The
LESSOR shall not be liable for any damage to the property of the LESSEE or of other persons who may be in the Leased Premises, or for the loss or theft of any property of the LESSEE or other
persons, except if such damage or loss was caused deliberately or by the negligence of the LESSOR, its employees, servants, agents or representatives, or if such damage resulted from defects and
faults in the Building, or from any other cause for which the LESSOR is responsible hereunder. 




12.2    Damage to persons    



The
provisions of the preceding section concerning damage to the LESSEE's property shall apply to injuries suffered by persons who may be in the Leased Premises. 




12.3    Notice of damage    



The
LESSEE shall, as soon as practicable in the circumstances, notify the LESSOR in the event of fire, defects or sudden damage affecting the Leased Premises. 




12.4    Indemnification of the LESSOR    



The
LESSEE undertakes to indemnify, defend and hold harmless the LESSOR from and against all actions, proceedings and claims arising from an act or omission by the LESSEE or one of its employees,
representatives or servants, during the Term of the Lease. 



 
 

  SECTION 13    
    
    PERMITS AND TAXES    
    


	13.1
	The
LESSEE is responsible for obtaining and paying for all necessary permits and for paying all rental taxes, property and school taxes and the surtax, and
all other similar assessments that may be levied or assessed against the lessees of a building in respect of the Leased Premises or the activities carried on therein by the lessees, directly to the
government authorities. If as a result of amendments to the applicable laws and regulations, such taxes and/or permits become payable by the LESSOR, the LESSEE shall reimburse the cost thereof to the
LESSOR as additional rent, upon simple request from the LESSOR with supporting documentation. 


10







 
 
 

  SECTION 14    
    
    RELEASE OF MOVABLE HYPOTHEC    
    


	14.1
	The
parties agree to require that before any work begins in the Leased Premises, all contractors or subcontractors give the LESSOR a notice of waiver and
release for any privilege or right of privilege that could then or in the future exist for the work or labour or materials supplied or to be supplied under any contract or subcontract. 


 
 

  SECTION 15    
    
    ACCESS TO THE LEASED PREMISES    
    


	15.1
	The
LESSOR, as well as its duly authorized agents and representatives, may, at any time and without incurring any liability toward LESSEE, enter the Leased
Premises in order to carry out modifications, repairs, inspections or meter readings. No prior notice in writing shall be required if the LESSOR is placed in an emergency situation, but the LESSOR
shall inform the LESSEE immediately. No prior notice shall be required from the LESSOR when the latter wishes to examine the Leased Premises in order to verify the condition of the Leased Premises,
the proper maintenance thereof and compliance with the applicable laws and regulations.



	15.2
	The
LESSEE shall allow any person wishing to lease the Leased Premises to visit them on twenty-four (24) hours' prior notice during the
last six (6) months of the Term of the Lease or its renewal, during regular business hours. 


 
 

  SECTION 16    
    
    CONDITION OF THE PREMISES    
    


	16.1
	Within
thirty (30) days of the LESSEE taking possession for the Leased Premises, the LESSEE shall inform the LESSOR of any faults or defects in or
affecting the Leased Premises that are preventing or limiting their use, and failing such notice, it shall be presumed for all purposes, on the date on which the Term commences, that the LESSEE has
accepted the Leased Premises in the condition in which they were found at that time; the LESSOR shall no longer have as of that time any obligation with respect to faults or defects. 


 
 

  SECTION 17    
    
    TERMINATION OF LEASE—DEFAULTS    
    


	17.1
	This
Lease shall, at the discretion of the LESSOR, be terminated as a matter of right and the LESSOR may, without notice or formal demand, repossess and
use the Leased Premises placed at the disposal of the LESSEE, upon the occurrence of any one of the events listed hereinafter or of events of a similar nature:



	(a)
	the
rent or any additional rent is not paid within thirty (30) days of the date on which it was payable;



	(b)
	the
LESSEE discontinues its operations or ceases to use the Leased Premises for the purposes defined in Section 3;



	(c)
	the
LESSEE becomes insolvent, makes an authorized assignment of its property or is put into bankruptcy or liquidation. The LESSOR shall give the LESSEE
thirty (30) days to rectify the situation; 





11













 



































 




	(d)
	any
event of such nature that the services set forth in this Lease cannot be provided to the LESSEE;



	(e)
	the
LESSEE fails to fulfill any of the covenants and conditions of the Lease.






	17.2
	In
the event of any default by the LESSEE, the LESSOR may, at its option, give the LESSEE notice in writing of its intention to terminate the Lease. 


 
 

  SECTION 18    
    
    PUBLICATION    
    


	18.1
	This
Lease may not be published at length without the express written consent of the LESSOR. Should the Lease be published in breach of this section, the
LESSEE undertakes to execute and sign any necessary documents to cancel such illegal publication. If the LESSEE wishes to have certain extracts of the Lease published, it must have a memorial of Lease
prepared, at its expense, and must submit such memorial to the LESSOR for prior approval and provide a copy to the LESSOR upon publication thereof. 


 
 

  SECTION 19    
    
    WAIVER    
    


	19.1
	Waivers
or amendments to the terms and conditions of the Lease may only be made expressly in writing, subject, however, to the LESSOR's right to establish
rules and guidelines, as set forth hereinafter, and without prejudice to such right.



	19.2
	The
failure of one party to enforce any covenant or condition of the Lease or to exercise any of its rights hereunder shall not constitute a waiver or
relinquishment for the future of any covenant, condition or right under the Lease, which shall continue in full force and effect.



	19.3
	Subordination:
The LESSOR and the LESSEE consent to the notice of waiver described in Schedule 3. 


 
 

  SECTION 20    
    
    NOTICES AND REQUESTS    
    


	20.1
	Any
notice or request under this Lease, by the LESSOR or the LESSEE, shall be deemed to have been validly made when it is made in writing, except as
expressly provided otherwise, and delivered in person or sent by registered mail, postage prepaid and addressed to:



	(a)
	in
the case of the LESSOR 







Ms. Luce
Samoisette

Assistant Vice-Chancellor and Administrative Vice-Rector

Pavillon George-Cabana

Université de Sherbrooke

2500, boulevard de l'Université

Sherbrooke (Québec) J1K 2R1 




12







 

	(b)
	In
the case of the LESSEE 





Mr. Rich
Eisenstadt

Vice-President Finance and Chief Financial Officer

3001, 12e Avenue Nord

Sherbrooke (Québec) J1H 5N4 




	20.2
	The
LESSOR or the LESSEE may from time to time name another representative. At such time, it will be required to inform the representative of the other
party in writing. 


 
 

  SECTION 21    
    
    EXPIRY OF LEASE    
    


	21.1
	On
the date the Lease expires, the LESSEE shall give the LESSOR peaceable possession of the Leased Premises with all the improvements, modifications,
changes or construction carried out at any time during the Term of this Lease without any compensation for the LESSOR, and the whole shall be delivered in a good state of repair, subject to normal
wear and tear.



	21.2
	Unless
agreed to by the LESSOR's representative in advance, the LESSEE shall dismantle all shelves and their accessories that were installed by it. In
addition, the LESSEE shall leave the Leased Premises clean, removing all personal property, the materials belonging to it and all waste.



	21.3
	Notwithstanding
all the other provisions of the Lease, the LESSEE, at the end of or after the Lease, shall not remove from the Leased Premises any fixed
dividers, plumbing and heating equipment, or telephone or electrical wire or line, and it shall not be entitled to any compensation in return. If the LESSOR wishes to remove them for its own purposes,
it must do so at its own expense and without any claim against the LESSEE. 


 
 

  SECTION 22    
    
    RENEWAL OPTIONS    
    


	22.1
	If
the LESSEE is not in default under any of the terms and conditions hereof, it shall have the right and the privilege of renewing this LEASE for a term
of one (1) year. To exercise this privilege, the LESSEE must give the LESSOR no less than six (6) months' written notice prior to expiry of this Lease of its intention to renew the
Lease. The renewed Lease shall be on the same terms and conditions as those set forth herein, except for the rent, which will be agreed upon between the parties, and the renewal option set forth in
this section.



	22.2
	If
the LESSEE does not give the notice set forth in Section 22.1 hereof, the LESSEE shall be considered at such time to have chosen not to renew
this Lease. There will not be any automatic renewal, and any occupancy of the Leased Premises after such date by the LESSEE shall not have the effect of extending the Term of the Lease or renewing the
Lease for any period whatsoever.



	22.3
	The
rent provided for the last year of this Lease will be increased by 2% for such renewal year. 


 
 

  SECTION 23    
    
    FORCE MAJEURE    
    


	23.1
	The
LESSOR shall not be liable for any failure to perform any of its obligations hereunder or responsible for any damage or loss caused to the LESSEE, if
said failure, damage or loss is caused by a fortuitous event, an event of force majeure, natural causes, acts by enemies of Canada and Quebec, war, strike, fire or other casualty or any similar
circumstance, any circumstance or act attributable to the LESSEE or any emergency or cause beyond the control of the LESSOR. 


13







 
 
 

  SECTION 24    
    
    INTERPRETATION    
    


	24.1
	This
Lease shall be construed and enforced in accordance with the laws of the province of Quebec. If any condition or provision of this Lease is declared
illegal, invalid or unenforceable, it shall be considered to be independent of this Lease and as not forming part thereof, and the other provisions and conditions shall remain in full force and effect
and shall be binding on the parties hereto as if the illegal or invalid or unenforceable provisions had never been part of this Lease.



	24.2
	The
headings, section numbers, clause numbers and table of contents of this Lease have been inserted for ease of reading only and do not define or limit,
interpret or describe, in any way, the scope or intention of the said sections or clauses of this Lease, nor do they affect it in way whatsoever.



	24.3
	All
the schedules to this Lease form an integral part hereof as if they were stated at length. 


 
 

  SECTION 25    
    
    ARBITRATION    
    


	25.1
	Recourse to arbitration governed by the Code of Civil Procedure  



If
the Parties are unable to agree concerning certain clauses or sections of this Lease, the Parties agree to submit to arbitration, the procedure and regulation of which shall be subject to the
provisions of articles 940 and following of the Code of Civil Procedure of the province of Quebec.  



	25.2
	Arbitral award  



The
arbitral award shall be binding on the Parties, which may not contest such award once it is issued.  



	25.3
	Arbitration costs  



Each
Party must assume the costs incurred to present its evidence; all other expenditures and costs related to the arbitration are to be shared equally by the Parties. 



 
 

  SECTION 26    
    
    SUCCESSORS AND ASSIGNS    
    


	26.1
	The
Lease shall enure to the benefit of the Parties hereto, as well as their respective heirs, executors, administrators, successors, assigns and legal
representatives, and shall be binding on them. However, this section shall not have the effect of allowing the LESSEE to sublet the Leased Premises, or assign or transfer its interests in the Lease,
except as specifically set out and permitted in the Lease. 


14







 

        IN WITNESS WHEREOF, the LESSOR and the LESSEE have executed this Lease as follows:

 






 



					
	Sherbrooke, on September 7, 2006	 	UNIVERSITY OF SHERBROOKE
	

 	
 	
By:	
 	
/s/ Luce Samoisette (signed)






  Assistant Vice-Chancellor and Administrative Vice-Rector
	
Chantal Couture






  Witness (name)	
 	
/s/ Chantal Couture






  Witness (signature)
	
Sherbrooke, on September 6, 2006	
 	
TRANSYME PHARMA INC.
	

 	
 	
By:	
 	
/s/ Rich Eisenstadt






  Rich Eisenstadt, Vice-president Finance and Chief Financial Officer
	
Helmut Thomas






  Witness (name)

SVP Research and Development

Transyme Pharma Inc.	
 	
/s/ Helmut Thomas






  Witness (signature)





 

 15








 








































 
 

  Schedule 1A    
    


 Université de Sherbrooke  


 CALCULATION OF RENTABLE AREA USING THE BOMA METHOD  

 






 



			
	Building identification: Z5 Institut de pharmacologie	 	 Date: August 16, 2006




 


 






 



																									
	1 	 	2 	 	3 	 	4 	 	5 	 	6 	 	7 	 	8 	 	9 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	USABLE AREA 	 
	Level



 
	 	Built-up area 	 	Gross area 	 	Vertical

penetrations 	 	(3-4)=5

Rentable

floor space 	 	Space I.D. 	 	Office space 	 	Retail space 	 	Building

common

area 	 
	 





 0
	 	 Animal supply facility
	 	 	 	 	 	 	 	 	 	 	 	#1	 	 	140.93	 	 	0.00	 	 	0.00	 
	 







	 	 Pharmacology
	 	 	 	 	 	 	 	 	 	 	 	#2	 	 	159.17	 	 	0.00	 	 	0.00	 
	 








	 	 	 	 	 	 	 	 	 	 	 	 	 	#3	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#4	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#5	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#6	 	 	 	 	 	 	 	 	 	 
	 








	 	 	 	 	 	 	 	 	 	 	 	 	 	#7	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#8	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	347.79	 	 	29.82	 	 	317.97	 	 	 	 	 	300.10	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 1
	 	 Pharmacology
	 	 	 	 	 	 	 	 	 	 	 	#1	 	 	1,365.75	 	 	135.86	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#2	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#3	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#4	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#5	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#6	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	1,903.09	 	 	61.88	 	 	1,841.21	 	 	 	 	 	1,365.75	 	 	0.00	 	 	135.86	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 






 2
	 	 Pharmacology
	 	 	 	 	 	 	 	 	 	 	 	#1	 	 	1,466.56	 	 	0.00	 	 	0.00	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#2	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#3	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#4	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 








	 	 	 	 	1,975.58	 	 	94.6	 	 	1,880.98	 	 	 	 	 	1,466.56	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 3
	 	 Transyme Pharma Inc.
	 	 	 	 	 	 	 	 	 	 	 	#1	 	 	690.02	 	 	0.00	 	 	0.00	 
	 
	 	 Pharmacology
	 	 	 	 	 	 	 	 	 	 	 	#2	 	 	789.16	 	 	0.00	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#3	 	 	 	 	 	0.00	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#4	 	 	 	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	1,969.44	 	 	88.31	 	 	1,881.13	 	 	 	 	 	1,479.18	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





 4
	 	 	 	 	 	 	 	 	 	 	 	 	 	#1	 	 	23.73	 	 	0.00	 	 	989.18	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#2	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#3	 	 	 	 	 	 	 	 	 	 
	 








	 	 	 	 	 	 	 	 	 	 	 	 	 	#4	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	1,056.6	 	 	29.17	 	 	1,027.43	 	 	 	 	 	23.73	 	 	0.00	 	 	989.18	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 TOTAL
	 	 	 	 	7,252.5	 	 	303.78	 	 	6,948.72	 	 	 	 	 	4,635.32	 	 	0.00	 	 	1,125.04	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 

 Service des immeubles/Sonia Royer 


1









 






































 






 



																		
	10 	 	11 	 	12 	 	13 	 	14 	 	15 	 
	 
	 	 
	 	 
	 	BASE RENTABLE AREAS 	 
	(7+8+9)=10

Usable floor area 	 	(5-10)=11

Floor common

area 	 	(5/10)=12

Floor R/U factor 	 	(7x12)=13

Office space 	 	(8x12)=14

Retail area 	 	(9x12)=15

Building

common

area 	 
	 	 





 140.93
	 	 	 	 	 	 	 	 	149.32	 	 	0.00	 	 	0.00	 
	 	 





 159.17
	 	 	 	 	 	 	 	 	168.65	 	 	0.00	 	 	0.00	 
	 	 








	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 








	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 





 300.10
	 	 	17.87	 	 	1.06	 	 	317.97	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 1,501.61
	 	 	 	 	 	 	 	 	1,674.62	 	 	0.00	 	 	166.59	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 1,501.61
	 	 	339.6	 	 	1.23	 	 	1,674.62	 	 	0.00	 	 	166.59	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 





 1,466.56
	 	 	 	 	 	 	 	 	1,880.98	 	 	0.00	 	 	0.00	 
	 	 






 0.00
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 





 0.00
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 





 0.00
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 





 1,466.56
	 	 	414.42	 	 	1.28	 	 	1,880.98	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 690.02
	 	 	 	 	 	 	 	 	877.52	 	 	0.00	 	 	0.00	 
	 	 789.16
	 	 	 	 	 	 	 	 	1,003.61	 	 	0.00	 	 	0.00	 
	 	 0.00
	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 0.00
	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 1,479.18
	 	 	401.95	 	 	1.27	 	 	1,881.13	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 





 1,012.91
	 	 	 	 	 	 	 	 	24.07	 	 	0.00	 	 	1,257.98	 
	 	 







	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 








	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 





 1,012.91
	 	 	14.52	 	 	1.01	 	 	24.07	 	 	0.00	 	 	1,003.36	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 5,760.36
	 	 	1,188.36	 	 	 	 	 	5,778.77	 	 	0.00	 	 	1,169.95	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 

 2









 






































 






 



															
	16 	 	17 	 	18 	 	19 	 	20 	 
	 
	 	 
	 	RENTABLE AREA 	 
	(sum13+som14+som15)=16

Building rentable area 	 	16/(16-som15)=17

Building R/U factor 	 	(13x17)=18

Office space 	 	(14x17)=19

Retail area 	 	(18+19)=20

Total rentable area 	 
	 	 







	 	 	 	 	 	179.55	 	 	0.00	 	 	179.55	 
	 	 







	 	 	 	 	 	202.79	 	 	0.00	 	 	202.79	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 







	 	 	 	 	 	382.34	 	 	0.00	 	 	382.34	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	2,013.66	 	 	0.00	 	 	2,013.66	 
	 	 
	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	2,013.66	 	 	0.00	 	 	2,013.66	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 








	 	 	 	 	 	2,261.80	 	 	0.00	 	 	2,261.80	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 








	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 








	 	 	 	 	 	2,261.80	 	 	0.00	 	 	2,261.80	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	1,055.18	 	 	0.00	 	 	1,055.18	 
	 	 
	 	 	 	 	 	1,206.79	 	 	0.00	 	 	1,206.79	 
	 	 
	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	2,261.98	 	 	0.00	 	 	2,261.98	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 







	 	 	 	 	 	28.94	 	 	0.00	 	 	28.94	 
	 	 








	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	28.94	 	 	0.00	 	 	28.94	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 6,948.72
	 	 	1.20	 	 	6,948.72	 	 	0.00	 	 	6,948.72	 
	 	 	 	 	 	 	 	 	 	 	 	 




 

 3

















































 
 

  Schedule 1C    
    



 Université de Sherbrooke  


Faculté
de médecine et des sciences de la santé 


Area
of Premises Leased By Tranzyme Pharma at the IPS 

 






 



								
	Floor



 
	 	Premises 	 	Net area 	 
	 





 Usable area of premises under current lease
	 	 	 	 	 	 	 
	 





 03
	 	 	Z5-3015	 	 	104.00	 
	 





 03
	 	 	Z5-3019	 	 	100.55	 
	 





 03
	 	 	Z5-3020	 	 	1.71	 
	 





 03
	 	 	Z5-3021	 	 	1.74	 
	 





 03
	 	 	Z5-3022	 	 	0.69	 
	 






 03
	 	 	Z5-3023	 	 	27.55	 
	 





 03
	 	 	Z5-3025	 	 	30.83	 
	 





 03
	 	 	Z5-3026	 	 	102.23	 
	 





 03
	 	 	Z5-3027	 	 	1.73	 
	 





 03
	 	 	Z5-3028	 	 	13.84	 
	 





 03
	 	 	Z5-3035	 	 	12.11	 
	 






 03
	 	 	Z5-3036	 	 	12.23	 
	 





 03
	 	 	Z5-3037	 	 	12.06	 
	 





 03
	 	 	Z5-3038	 	 	12.22	 
	 





 03
	 	 	Z5-3039	 	 	12.17	 
	 





 03
	 	 	Z5-3040	 	 	100.51	 
	 





 03
	 	 	Z5-3041	 	 	1.75	 
	 






 03
	 	 	Z5-3042	 	 	1.73	 
	 	 	 	 	 	 	 
	 Subtotal
	 	 	 	 	 	549.65	 
	 	 	 	 	 	 	 
	 





 Usable area of added premises
	 	 	 	 	 	 	 
	 





 03
	 	 	Z5-3005	 	 	12.14	 
	 





 03
	 	 	Z5-3007	 	 	11.99	 
	 





 03
	 	 	Z5-3008	 	 	12.11	 
	 





 03
	 	 	Z5-3051	 	 	104.13	 
	 	 	 	 	 	 	 
	 Subtotal
	 	 	 	 	 	140.37	 
	 	 	 	 	 	 	 
	 





 Total usable area
	 	 	 	 	 	690.02	 
	 	 	 	 	 	 	 




 

  


 






 



			
	                    August 16, 2006	 	Service des immeubles/Sonia Royer






 

 





 








































 
 

  Schedule 2A    
    


 Université de Sherbrooke  


 CALCULATION OF RENTABLE AREA USING THE BOMA METHOD  

 






 



			
	Building identification: Z5 Institut de pharmacologie	 	 Date: August 16, 2006




 


 






 



																									
	1 	 	2 	 	3 	 	4 	 	5 	 	6 	 	7 	 	8 	 	9 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	USABLE AREA 	 
	Level



 
	 	Built-up area 	 	Gross area 	 	Vertical

penetrations 	 	(3-4)=5

Floor rental

area 	 	Space I.D. 	 	Office space 	 	Retail space 	 	Building

common

area 	 
	 





 0
	 	 Animal supply facility
	 	 	 	 	 	 	 	 	 	 	 	#1	 	 	140.93	 	 	0.00	 	 	0.00	 
	 







	 	 Pharmacology
	 	 	 	 	 	 	 	 	 	 	 	#2	 	 	159.17	 	 	0.00	 	 	0.00	 
	 








	 	 	 	 	 	 	 	 	 	 	 	 	 	#3	 	 	1,365.75	 	 	135.86	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#4	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#5	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#6	 	 	 	 	 	 	 	 	 	 
	 








	 	 	 	 	 	 	 	 	 	 	 	 	 	#7	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#8	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	347.79	 	 	29.82	 	 	317.97	 	 	 	 	 	300.10	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 1
	 	 Pharmacology
	 	 	 	 	 	 	 	 	 	 	 	#1	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#2	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#3	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#4	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#5	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#6	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	1,903.09	 	 	61.88	 	 	1,841.21	 	 	 	 	 	1,365.75	 	 	0.00	 	 	135.86	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 






 2
	 	 Pharmacology
	 	 	 	 	 	 	 	 	 	 	 	#1	 	 	1,466.56	 	 	0.00	 	 	0.00	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#2	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#3	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#4	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 








	 	 	 	 	1,975.58	 	 	94.6	 	 	1,880.98	 	 	 	 	 	1,466.56	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 3
	 	 Tranzyme Pharma Inc.
	 	 	 	 	 	 	 	 	 	 	 	#1	 	 	825.18	 	 	0.00	 	 	0.00	 
	 
	 	 Pharmacology
	 	 	 	 	 	 	 	 	 	 	 	#2	 	 	654.00	 	 	0.00	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#3	 	 	 	 	 	0.00	 	 	0.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	#4	 	 	 	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	1,969.44	 	 	88.31	 	 	1,881.13	 	 	 	 	 	1,479.18	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





 4
	 	 	 	 	 	 	 	 	 	 	 	 	 	#1	 	 	23.73	 	 	0.00	 	 	989.18	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#2	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	#3	 	 	 	 	 	 	 	 	 	 
	 








	 	 	 	 	 	 	 	 	 	 	 	 	 	#4	 	 	 	 	 	 	 	 	 	 
	 







	 	 	 	 	1,056.6	 	 	29.17	 	 	1,027.43	 	 	 	 	 	23.73	 	 	0.00	 	 	989.18	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 TOTAL
	 	 	 	 	7,252.5	 	 	303.78	 	 	6,948.72	 	 	 	 	 	4,635.32	 	 	0.00	 	 	1,125.04	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 

 Service des immeubles/Sonia Royer 


1









 






































 






 



																		
	10 	 	11 	 	12 	 	13 	 	14 	 	15 	 
	 
	 	 
	 	 
	 	BASICE RENTABLE AREAS 	 
	(7+8+9)=10

Floor usable area 	 	(5-10)=11

Floor common

area 	 	(5/10)=12

Floor R/U factor 	 	(7x12)=13

Office space 	 	(8x12)=14

Retail area 	 	(9x12)=15

Building

common

area 	 
	 	 





 140.93
	 	 	 	 	 	 	 	 	149.32	 	 	0.00	 	 	0.00	 
	 	 





 159.17
	 	 	 	 	 	 	 	 	168.65	 	 	0.00	 	 	0.00	 
	 	 








	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 








	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 





 300.10
	 	 	17.87	 	 	1.06	 	 	317.97	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 1,501.61
	 	 	 	 	 	 	 	 	1,674.62	 	 	0.00	 	 	166.59	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 1,501.61
	 	 	339.6	 	 	1.23	 	 	1,674.62	 	 	0.00	 	 	166.59	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 





 1,466.56
	 	 	 	 	 	 	 	 	1,880.98	 	 	0.00	 	 	0.00	 
	 	 






 0.00
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 





 0.00
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 





 0.00
	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 





 1,466.56
	 	 	414.42	 	 	1.28	 	 	1,880.98	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 825.18
	 	 	 	 	 	 	 	 	1,049.41	 	 	0.00	 	 	0.00	 
	 	 654.00
	 	 	 	 	 	 	 	 	831.72	 	 	0.00	 	 	0.00	 
	 	 0.00
	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 0.00
	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 1,479.18
	 	 	401.95	 	 	1.27	 	 	1,881.13	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 





 1,012.91
	 	 	 	 	 	 	 	 	24.07	 	 	0.00	 	 	1,257.98	 
	 	 







	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 








	 	 	 	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 





 1,012.91
	 	 	14.52	 	 	1.01	 	 	24.07	 	 	0.00	 	 	1,003.36	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 5,760.36
	 	 	1,188.36	 	 	 	 	 	5,778.77	 	 	0.00	 	 	1,169.95	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 

 2









 






































 






 



															
	16 	 	17 	 	18 	 	19 	 	20 	 
	 
	 	 
	 	RENTABLE AREAS 	 
	(sum13+som14+som15)=16

Building rentable area 	 	16/(16-som15)=17

Building R/U factor 	 	(13x17)=18

Office space 	 	(14x17)=19

Retail area 	 	(18+19)=20

Total rentable area 	 
	 	 







	 	 	 	 	 	179.55	 	 	0.00	 	 	179.55	 
	 	 







	 	 	 	 	 	202.79	 	 	0.00	 	 	202.79	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 







	 	 	 	 	 	382.34	 	 	0.00	 	 	382.34	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	2,013.66	 	 	0.00	 	 	2,013.66	 
	 	 
	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	2,013.66	 	 	0.00	 	 	2,013.66	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 








	 	 	 	 	 	2,261.80	 	 	0.00	 	 	2,261.80	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 








	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	0.00	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 








	 	 	 	 	 	2,261.80	 	 	0.00	 	 	2,261.80	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	1,261.87	 	 	0.00	 	 	1,261.87	 
	 	 
	 	 	 	 	 	1,000.10	 	 	0.00	 	 	1,000.10	 
	 	 
	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 
	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	2,261.98	 	 	0.00	 	 	2,261.98	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 







	 	 	 	 	 	28.94	 	 	0.00	 	 	28.94	 
	 	 








	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	 	 	 	0.00	 	 	0.00	 
	 	 







	 	 	 	 	 	28.94	 	 	0.00	 	 	28.94	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 6,948.72
	 	 	1.20	 	 	6,948.72	 	 	0.00	 	 	6,948.72	 
	 	 	 	 	 	 	 	 	 	 	 	 




 

 3

















































 
 

  Schedule 2C    
    



 Université de Sherbrooke  


Faculté
de médecine et des sciences de la santé 


Area
of Premises Leased by Tranzyme Pharma at the IPS 

 






 



								
	Floor



 
	 	Premises 	 	Net area 	 
	 





 Usable area of the premises under the current lease
	 	 	 	 	 	 	 
	 





 03
	 	 	Z5-3015	 	 	104.00	 
	 





 03
	 	 	Z5-3019	 	 	100.55	 
	 





 03
	 	 	Z5-3020	 	 	1.71	 
	 





 03
	 	 	Z5-3021	 	 	1.74	 
	 





 03
	 	 	Z5-3022	 	 	0.69	 
	 






 03
	 	 	Z5-3023	 	 	27.55	 
	 





 03
	 	 	Z5-3025	 	 	30.83	 
	 





 03
	 	 	Z5-3026	 	 	102.23	 
	 





 03
	 	 	Z5-3027	 	 	1.73	 
	 





 03
	 	 	Z5-3028	 	 	13.84	 
	 





 03
	 	 	Z5-3035	 	 	12.11	 
	 






 03
	 	 	Z5-3036	 	 	12.23	 
	 





 03
	 	 	Z5-3037	 	 	12.06	 
	 





 03
	 	 	Z5-3038	 	 	12.22	 
	 





 03
	 	 	Z5-3039	 	 	12.17	 
	 





 03
	 	 	Z5-3040	 	 	100.51	 
	 





 03
	 	 	Z5-3041	 	 	1.75	 
	 






 03
	 	 	Z5-3042	 	 	1.73	 
	 	 	 	 	 	 	 
	 Subtotal
	 	 	 	 	 	549.65	 
	 	 	 	 	 	 	 
	 





 Usable area of the premises added to the current lease
	 	 	 	 	 	 	 
	 





 03
	 	 	Z5-3005	 	 	12.14	 
	 





 03
	 	 	Z5-3007	 	 	11.99	 
	 





 03
	 	 	Z5-3008	 	 	12.11	 
	 





 03
	 	 	Z5-3051	 	 	104.13	 
	 	 	 	 	 	 	 
	 Subtotal
	 	 	 	 	 	140.37	 
	 	 	 	 	 	 	 
	 





 Usable area of optional premises
	 	 	 	 	 	 	 
	 






 03
	 	 	Z5-3016	 	 	16.18	 
	 





 03
	 	 	Z5-3045	 	 	15.16	 
	 





 03
	 	 	Z5-3047	 	 	100.40	 
	 





 03
	 	 	Z5-3048	 	 	1.69	 
	 





 03
	 	 	Z5-3049	 	 	1.73	 
	 	 	 	 	 	 	 
	 Subtotal
	 	 	 	 	 	135.16	 
	 	 	 	 	 	 	 
	 





 Total usable area
	 	 	 	 	 	825.18	 
	 	 	 	 	 	 	 




 

  


 






 



			
	                    August 16, 2006	 	Service des immeubles/Sonia Royer






 

 









































 



 
 

  ADDENDUM 1 TO THE LEASE    
    
    Between    
    
    UNIVERSITÉ DE SHERBROOKE    
    
    (the "LESSOR")    


    and    
    
    TRANZYME PHARMA INC.    
    
    (the "LESSEE")    
    
    With respect to the space in certain buildings belonging to the University    















































 
        ADDENDUM 1 TO THE LEASE ("Addendum") entered into in Sherbrooke, Province of Quebec, on November 8, 2006. 

 






 



			
	 
	 	 

	BETWEEN:	 	UNIVERSITÉ DE SHERBROOKE, a corporation duly incorporated, having its place of business at 2500 boulevard de l'Université, Sherbrooke, Province of Quebec, J1K 2R2, herein
acting and by Luce Samoisette, Assistant Vice-Chancellor and Administrative Vice-Rector, duly authorized for the purposes hereof as she so declares;
	

 	
 	
                (hereinafter the "LESSOR")
	
 AND:	
 	

TRANZYME PHARMA INC., a corporation duly incorporated, having its head office at 3001 12e Avenue Nord, Sherbrooke, Quebec J1H 5N4, herein acting and represented by Mr. Rich Eisenstadt, Vice-President,
Finance and Chief Financial Officer, duly authorized for the purposes hereof as he so declares;
	

 	
 	
                (hereinafter the "LESSEE")




 

         WHEREAS the LESSOR has leased to the LESSEE a designated part of the Institut de pharmacologie on the 3rd floor under
the terms of a lease under private signature executed by the LESSOR on the seventh of September two thousand and six (September 7, 2006) and by the LESSEE on the sixth of September two thousand
and six (September 6, 2006) 


(hereinafter
the LEASE") 








        WHEREAS the LESSOR declares that it has the right to execute this lease ADDENDUM as owner of the building in which the leased premises are
located. 


        NOW,
THEREFORE, THE PARTIES AGREE AS FOLLOWS: 


1.     CHANGES TO LEASE  



The
LESSOR and the LESSEE agree to amend the Lease as follows: 



	1.1
	In
Schedule 1c), area of the leased premises, correct: 



Tranzyme
Pharma Inc. will occupy room Z5-3009 instead of room Z5-3008 for an equivalent area of 12.11 m2.  



	1.2
	In
Section 1.1, correct: 



As
of October 1, 2006, room Z5-3016 will be occupied by the LESSEE. Consequently, an area of 16.18 m2 will have to be added to the total area of 1055.18
m2 indicated in Section 1.1 of the Lease. The new area will therefore be 1,071.36 m2 more or less under the BOMA (Building Owners and Managers Association)
measurement method approved on June 21, 1989 by the American National Standards Institute, Inc.  



	1.3
	In
Section 4.1, correct: 



As
of October 1, 2006, the rent will be increased by six thousand eight hundred and seventy-six dollars and eighty-two cents ($6,876.82), an amount equal to the annual
base rent of $425.02 X the addition of room Z5-3016 measuring 16.18 m2. The gross rent will therefore become four hundred and fifty-five thousand three hundred
and forty-nine dollars and thirty-six cents (455,349.36) per year, payable in advance in equal consecutive monthly instalments of thirty-seven thousand nine hundred and
forty-five dollars and seventy-eight cents ($37,945.78).  



	1.4
	In
Section 5.1.4, rescind: 



This
section is rescinded, as the laundry service is not used by the LESSEE, who is therefore not to be billed for it. 




2.     RATIFICATION OF THE LEASE:  



All
the other terms and conditions stipulated in the Lease contract which have not been hereby amended shall continue to apply during the Term of this ADDENDUM, mutatis
mutandis. 









        IN
WITNESS WHEREOF, the LESSOR and the LESSEE have executed this Lease Addendum as follows: 

 






 



						
	 	 
	 	 
	 	 

	 	Sherbrooke, 8 November 2006	 	UNIVERSITÉ DE SHERBROOKE
	
 	

 	
 	
By:	
 	
/s/ Luce Samoisette






  Luce Samoisette, Assistant Vice-Chancellor and

Administrative Vice-Rector
	
 	
 Chantal Couture






  Witness (name)	
 	
 	
 	
/s/ Chantal Couture






  Witness (signature)
	
 	
 Sherbrooke, 01 Nov. 2006	
 	
TRANZYME PHARMA INC.
	
 	

 	
 	
By:	
 	
/s/ Rich Eisenstadt






  Rich Eisenstadt, Vice-President

Finance and Chief Financial Officer
	
 	
 Ginette Turcotte






  Witness (name)	
 	
 	
 	
/s/ Ginette Turcotte





  Witness (signature)






 

 










































 
[Translation] 


RENEWAL
OF LEASE AGREEMENT 


between 


UNIVERSITÉ DE SHERBROOKE
  (The "LESSOR") 


and



TRANZYME PHARMA INC.
  (The "LESSEE") 


with
respect to the spaces in the buildings belonging to Université 













































 





        RENEWAL OF LEASE AGREEMENT ("Agreement") entered into in Sherbrooke, Province of Quebec. 

 






 



			
	BETWEEN:	 	 UNIVERSITÉ DE SHERBROOKE, a corporation duly incorporated, having its place of business at 2500 boulevard de l'Université, Sherbrooke, Province of Quebec, J1K 2R2, herein
acting and represented by Joanne Roch, Vice-Rector of Administration, duly authorized for the purposes hereof as she so declares;
	

 	
 	
            (hereinafter the "LESSOR")
	
 AND:	
 	
 TRANZYME PHARMA INC., a corporation duly incorporated, having its head office at 3001 12e Avenue Nord, Sherbrooke, Quebec J1H 5N4, herein acting and represented by
Mr. Rich Eisenstadt, Vice-President, Finance, duly authorized for the purposes hereof as he so declares;
	

 	
 	
            (hereinafter the "LESSEE")




 

         hereinafter
referred to as the "Parties" 







 
 

  PREAMBLE    
    


        WHEREAS the parties entered into a lease agreement ("Lease") executed on September 6, 2006 by the LESSEE and on
September 7, 2006 by the LESSOR. 


        WHEREAS
an addendum to this Lease was executed on November 1, 2006 by the LESSEE and on November 8, 2006 by the LESSOR. 


        WHEREAS
the parties wish to renew this Lease which terminated on September 30, 2009, according to the following terms and conditions: 



        NOW,
THEREFORE, THE PARTIES AGREE AS FOLLOWS: 


	1.
	The
Rental Agreement shall be for a term of 2 years.



	2.
	If
the LESSEE is not in default under any of the terms and conditions hereof, it shall have the right and privilege to renew this Agreement for a one
(1) year term. To avail itself of this privilege, the LESSEE shall give the LESSOR written notice of its intention to renew this Agreement at least three (3) months before this Agreement
expires. The renewed Agreement shall be under the same terms and conditions as those stipulated herein, except for the rent which shall be agreed upon between the parties and the renewal option
provided herein.  



If
the LESSEE does not give the notice provided in section 2 hereof, the LESSEE shall then be considered as having chosen not to renew this Agreement. There shall not be any tacit renewal and
occupancy of the Leased Premises after this date by the LESSEE shall not have the effect of extending the term of the Agreement or renewing the Agreement for any time period whatsoever. 



	3.
	The
leasable area shall be 944.71 m2, as appears in Schedule 1A and 1B at the cost of $442.19/ m2 for an annual rent of
$417,741.31 before applicable taxes. The cost per m2 shall be fixed for the first two years and a 2% increase shall apply to the cost per m2 for the third year, if
applicable.



	4.
	The
LESSOR offers the LESSEE a space expansion option for a laboratory, an office and for Room 3045 if these spaces become available, according to the
same terms and conditions as the other spaces provided in the Agreement. If any of the spaces become available, the LESSOR shall notify the LESSEE in writing and the latter shall have 30 days
to confirm its decision in writing.



	5.
	The
LESSEE agrees to pay a sum of $65,000 to Université for every year of the Agreement to support a collaboration project with researchers
from the Institut de pharmacologie de Sherbrooke (IPS). The first instalment shall be transferred to IPS on March 1, 2010, the second instalment on March 1, 2011 and the third instalment
on March 1, 2012 if the LESSEE pursues its renewal option for an additional year.



	6.
	All
other terms and conditions stipulated in the Lease which are not amended by this Agreement shall continue to apply during the term hereof. 








        IN
WITNESS WHEREOF, the LESSOR and the LESSEE have signed this Agreement in the following manner: 

 






 



					
	Sherbrooke, February 11, 2010	 	 UNIVERSITÉ DE SHERBROOKE
	

 	
 	
by:	
 	
/s/ Joanne Roch






  Joanne Roch

Vice-Rector of Administration
	
 Chantal Couture






  Witness (name)	
 	
by:	
 	
/s/ Chantal Couture







  Witness (signature)
	
 Sherbrooke, February 22, 2010	
 	
 TRANZYME PHARMA INC.
	

 	
 	
by:	
 	
/s/ Rich Eisenstadt






  Rich Eisenstadt, Vice-President, Finance
	
 Sally Puckett






  Witness (name)	
 	
by:	
 	
/s/ Sally Puckett






  Witness (signature)




 

 









































 



 
 

  Schedule 1A    
    


 Université de Sherbrooke  


Faculty
of Medicine and Health Sciences 


 
 

  Area of premised leased by Tranzyme Pharma at IPS    
    

 






 



								
	Floor



 
	 	Room 	 	Net Area 	 
	





 Usable area of the premises under the current lease	 	 	 	 
	03	 	 	Z5-3015	 	 	104.00	 
	





 03	 	 	Z5-3016	 	 	16.18	 
	03	 	 	Z5-3019	 	 	100.55	 
	





 03	 	 	Z5-3020	 	 	1.71	 
	03	 	 	Z5-3021	 	 	1.74	 
	





 03	 	 	Z5-3022	 	 	0.69	 
	03	 	 	Z5-3023	 	 	27.55	 
	





 03	 	 	Z5-3025	 	 	30.83	 
	03	 	 	Z5-3026	 	 	102.23	 
	





 03	 	 	Z5-3027	 	 	1.73	 
	03	 	 	Z5-3028	 	 	13.84	 
	





 03	 	 	Z5-3035	 	 	12.11	 
	03	 	 	Z5-3036	 	 	12.23	 
	





 03	 	 	Z5-3037	 	 	12.06	 
	03	 	 	Z5-3038	 	 	12.22	 
	





 03	 	 	Z5-3039	 	 	12.17	 
	03	 	 	Z5-3051	 	 	104.13	 
	





 Total Useable Area	 	 	 	 	 	 565.97	 
	 	 	 	 	 	 	 
	Total "Leasable" Area	 	 	 	 	 	 944.71	 
	 	 	 	 	 	 	 




 

 




 
 

  Schedule 1B    
    




  











QuickLinks



Exhibit 10.4



TABLE OF CONTENTS


PREAMBLE

SECTION 1 LEASE AND DESCRIPTION OF PREMISES

SECTION 2 TERM OF THE LEASE

SECTION 3 USE OF THE LEASED PREMISES

SECTION 4 RENT

SECTION 5 SERVICES

SECTION 6 LESSOR'S RIGHTS AND OBLIGATIONS

SECTION 7 LESSEE'S RIGHTS AND OBLIGATIONS


SECTION 8 REPAIRS, MODIFICATIONS AND IMPROVEMENTS

SECTION 9 ASSIGNMENT AND SUBLEASE

SECTION 10 COVENANTS IN THE EVENT OF LOSS

SECTION 11 INSURANCE

SECTION 12 LIABILITY—DAMAGE

SECTION 13 PERMITS AND TAXES

SECTION 14 RELEASE OF MOVABLE HYPOTHEC

SECTION 15 ACCESS TO THE LEASED PREMISES

SECTION 16 CONDITION OF THE PREMISES

SECTION 17 TERMINATION OF LEASE—DEFAULTS


SECTION 18 PUBLICATION

SECTION 19 WAIVER

SECTION 20 NOTICES AND REQUESTS

SECTION 21 EXPIRY OF LEASE

SECTION 22 RENEWAL OPTIONS

SECTION 23 FORCE MAJEURE

SECTION 24 INTERPRETATION

SECTION 25 ARBITRATION

SECTION 26 SUCCESSORS AND ASSIGNS



Schedule 1A




Schedule 1C




Schedule 2A




Schedule 2C



ADDENDUM 1 TO THE LEASE Between UNIVERSITÉ DE SHERBROOKE (the "LESSOR") and TRANZYME PHARMA INC. (the "LESSEE") With respect to the space in certain buildings belonging to the University


PREAMBLE



Schedule 1A


Area of premised leased by Tranzyme Pharma at IPS


Schedule 1B