Exhibit 10.1**SECOND AMENDMENT TO LEASE**     **THIS SECOND AMENDMENT TO LEASE**(hereinafter referred to as the “Amendment”) dated as of June6, 2006 by and among **Danbury Buildings, Inc**., a Florida corporation acting as agent for DanburyBuildings Co., L.P., a Delaware limited partnership having offices c/o Sunbelt Investment Holdings,Inc., 220 Congress Park Drive, Delray Beach, FL 33445 (hereinafter referred to as “Overlandlord”),**Union Carbide Corporation**, a New York corporation having offices at 400 West Sam Houston ParkwaySouth, Houston, TX 77042 (hereinafter referred to as the “Landlord”), and **Penwest PharmaceuticalsCo.**, a Washington corporation having offices at 39 Old Ridgebury Road, Danbury, CT 06810(hereinafter referred to as the “Tenant”).**WITNESSETH**     Whereas, Overlandlord’s predecessor corporations and Landlord executed that certain LeaseAgreement dated as of December 29, 1986, as amended thereafter, for the building now known asCorporate Center (hereinafter referred to as the “Prime Lease”); and     Whereas, Landlord and Tenant executed that certain Lease Agreement dated as of February 3,2003, which Lease Agreement was amended by Lease Amendment and Attornment Agreement dated as ofMarch 15, 2004, (said Lease Agreement as so amended is hereinafter referred to as the “Lease”) tosublease office space at the building commonly known as Corporate Center in Danbury Connecticut;and     Whereas, the Lease provides Tenant with certain Renewal Options, as therein defined, to extendthe Term of the Lease and by Letter dated March 17, 2006 from Tenant to Overlandlord, the Tenanthas elected to exercise its first Renewal Option to extend the term of the Lease for one (1) year;and     Whereas, the parties wish to amend the Lease accordingly;     Now, Therefore, in consideration of the mutual covenants and obligations contained herein,Landlord and Tenant hereby amend the Lease as follows:     1.      **Incorporation and Definitions**. The foregoing Recitals are hereby incorporatedinto and made an integral part of this Amendment as if fully set forth herein. Capitalized termsused in this Amendment which are not defined herein shall have the meanings ascribed to such termsin the Lease.     2.      **Term****.**The Lease shall be amended to provide that the Term of the Lease(hereinafter referred to as the “Term”) shall be extended to and including December 31, 2007 andthe termination date of the Lease (hereinafter referred to as the “Termination Date”) shall beDecember 31, 2007.
 

 
     3.      **Base Rent**. During the period commencing on December 31, 2006 through December 31,2007 Tenant shall pay Base Rent (hereinafter referred to as the “Base Rent”) in the amount of FiveHundred Thirty Seven Thousand One Hundred Seventy Five Dollars and No Cents ($537,175.00), payablein equal monthly installments in the amount of Forty Four Thousand Seven Hundred Sixty Four Dollarsand Fifty Eight Cents ($44,764.58) which Base Rent monthly installments shall be paid in advance onthe first day of January, 2007 and on the first day of each and every month thereafter during theTerm. All Rent is payable without notice, set-off or demand.     4.      **Condition of Premises****.**Tenant hereby acknowledges and agrees as of the date hereofthat it is in full possession of the Premises, that Tenant is satisfied with and accepts thecondition of the Premises existing as of the date hereof, that Landlord has performed all of itsobligations under the Lease and that Landlord has no obligation to improve or repair the Premises,or to pay for or reimburse Tenant for any such improvements or repairs.     5.      **Broker.** Landlord, Overlandlord and Tenant each represent and warrant that therewere no real estate brokers or agents involved in connection with the Lease, as amended hereby,except for Cushman & Wakefield Inc. who represented the Tenant and Grubb & Ellis Company whorepresented the Landlord and Overlandlord. Overlandlord agrees to pay any fee or commission owedto Grubb & Ellis Company and to Cushman & Wakefield, Inc. in connection with the Lease as amendedhereby. Landlord and Overlandlord, on the one hand, and Tenant, on the other hand, each indemnifyand hold harmless the other against any and all claims for real estate commissions or finder’s feesdue to their respective brokers and from any other brokers incurred as a result of the acts of theindemnifying party.     6.      **Continuing Effect****.**Except as expressly modified and amended by this instrument,the terms, covenants and conditions of the Lease are hereby ratified and confirmed, and remain infull force and effect. In the event of any conflict between the terms of the Lease and of thisAmendment, the terms of this Amendment shall control.     7.      **Estoppel**. As an inducement to Landlord and Overlandlord to enter into thisAmendment the Tenant hereby warrants and represents to Landlord and Overlandlord that: (i) theLease as amended hereby, has not been assigned or any of the Premises sublet; (ii) the Lease asamended hereby, is in full force and effect and has not been modified, supplemented, or amended;(iii) to the knowledge of Tenant, Landlord is not in default under the Lease and Tenant has nodefenses, setoffs, claims or counterclaims against Landlord arising out of the Lease, as amendedhereby, or in any way relating thereto; (iv) Tenant has not paid any rentals more than one (1)month in advance; (v) Tenant has accepted and is in full and complete occupancy and possession ofall of the Premises demised pursuant to the Lease, as amended hereby, and the improvements andspace required to be furnished according to the Lease have been satisfactorily completed in allrespects and Landlord has fulfilled all of its duties of an inducement nature required to have beenfulfilled to date; (vi) to the knowledge of Tenant, no payments, reimbursements, credits or offsetsare due from Landlord to Tenant under the Lease, as amended hereby, and no work is required to bedone by Landlord to any of the premises demised under
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said Lease. As an inducement to Tenant to enter into this Amendment the Landlord and Overlandlordhereby warrant and represent to Tenant that: (i) the Lease as amended hereby, is in full force andeffect and has not been modified, supplemented, or amended; (ii) to the knowledge of Landlord andOverlandlord, Tenant is not in default under the Lease.     8.      **Binding Effect****.**The terms, conditions and covenants of the Lease, as modifiedhereby, shall be binding upon and inure to the benefit of Landlord, Tenant and their respectivesuccessors and permitted assigns.     9.      **Headings**. The paragraph headings herein contained are for convenience and shall notbe deemed to govern or control the substance hereof.     10.    **Governing Law**. This Amendment shall be governed and construed under the laws ofthe State of Connecticut.     11.    **Authority**. Landlord, Overlandlord and Tenant represent, each for themselves andwith respect only to themselves, that; (i) they have full authority to enter into this Amendment,are validly formed and in good standing under the laws of the state in which they were formed andthe State of Illinois; (ii) that this Amendment has been duly approved by all necessary corporateaction and that the person or persons signing on their behalf are duly authorized to execute thisAmendment with binding effect upon Landlord, Overlandlord and Tenant; (iii) this Amendmentconstitutes the legal, valid and binding obligations of Landlord, Overlandlord and Tenant,enforceable in accordance with its terms; (iv) the execution and delivery of this Amendment doesnot and will not: (a) contravene any provision of the organizational documents comprising Landlord,Overlandlord or Tenant; or (b) require consent by a third party or such consent has, as of thedate hereof, been obtained; and the consummation by Landlord, Overlandlord and Tenant of thisAmendment will not result in a breach of any of the terms of any agreement or instrument to whichLandlord, Overlandlord or Tenant are a party or by which such entities are bound.     12.    **Counterparts**. This Amendment may be executed in two or more counterparts, all ofwhich, when taken together, shall constitute a single instrument.     **IN WITNESS WHEREOF**, the parties hereto have signed and delivered this Amendment as of the datefirst above written.       **LANDLORD:** ** ** **UNION CARBIDE CORPORATION**, a New York corporation       WITNESSES:                 By: /s/ Charles B. Kendall       /s/ [Illegible]   Name: Charles B. Kendall           Title: Authorized Representative       /s/ [Illegible]             
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       **TENANT:** ** ** **PENWEST PHARMACEUTICALS CO.**,a Washington corporation       WITNESSES:             /s/ Pamela A. Masella   By: /s/ Frank Muscolo           Name: Frank Muscolo       /s/Kara Winters   Title: Controller              **OVERLANDLORD:**   **DANBURY BUILDINGS CO. L.P.**, a Delaware limited partnership           By: **DANBURY BUILDINGS, INC.**    Its: General Partner       WITNESSES             /s/ [Illegible]   By: /s/ Richard Reeves           Name: Richard Reeves/s/ [Illegible]   Title: Authorized Signatory                  By: /s/ Raymond Gardner           Name: Raymond Gardner    Title: Authorized Signatory           **DANBURY BUILDINGS, INC.**, a Florida corporation       WITNESSES             /s/ [Illegible]   By: /s/ Richard Reeves           Name: Richard Reeves/s/ [Illegible]   Title: Authorized Signatory                  By: /s/ Raymond Gardner           Name: Raymond Gardner    Title: Authorized Signatory
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**THIRD AMENDMENT TO LEASE**     **THIS THIRD AMENDMENT TO LEASE**(hereinafter referred to as the “Amendment”) dated as of April13, 2007 by and among **Danbury Buildings Co., L.P.**, a Delaware limited partnership having officesc/o Sunbelt Investment Holdings, Inc., 220 Congress Park Drive, Delray Beach, FL 33445 (hereinafterreferred to as “Landlord”), and **Penwest Pharmaceuticals Co.**, a Washington corporation havingoffices at 39 Old Ridgebury Road, Danbury, CT 06810 (hereinafter referred to as the “Tenant”).**WITNESSETH**     Whereas, Union Carbide Corporation, a New York corporation (hereinafter referred to as the“UCC”), and Tenant executed that certain Lease Agreement dated as of February 3, 2003, (hereinafterreferred to as the “Original Lease “) which Original Lease was amended by Lease Amendment andAttornment Agreement dated as of March 15, 2004, (hereinafter referred to as the “FirstAmendment”) and by Second Amendment to Lease dated as of June 6, 2006 by and among Landlord, Tenantand UCC (hereinafter referred to as the “Second Amendment”, the Original Lease as amended by theFirst Amendment and the Second Amendment are hereinafter collectively referred to as the “Lease”)with respect to certain office space at the building commonly known as Corporate Center in DanburyConnecticut; and     Whereas, Landlord has succeeded to the interest of Dow under the Lease; and     Whereas, the parties wish to further amend the Lease as herein set forth     Now, Therefore, in consideration of the mutual covenants and obligations contained herein,Landlord and Tenant hereby amend the Lease as follows:     1. **Incorporation and Definitions**. The foregoing Recitals are hereby incorporatedinto and made an integral part of this Amendment as if fully set forth herein. Capitalized termsused in this Amendment which are not defined herein shall have the meanings ascribed to such termsin the Lease.     2. **Term**. The Lease shall be amended to provide that the Term of the Lease shall beextended for a two (2) year period commencing on January 1, 2008 and ending on December 31, 2009(said period is hereinafter referred to as the “Extended Term”) and the termination date of theLease (hereinafter referred to as the “Termination Date “) shall be December 31, 2009.     3. **Base Rent**. During the Extended Term pay Base Rent (hereinafter referred to as the“Base Rent”) in the amount of One Million One Hundred Seventeen Thousand Three Hundred Twenty FourDollars and No Cents ($1,117,324.00), payable in equal monthly installments in the amount of FortySix Thousand Five Hundred Fifty Five Dollars and Seventeen Cents ($46,555.17) which Base Rentmonthly installments shall be paid in advance on the first day of January, 2008 and on the firstday of each and every month thereafter during the Extended Term. All Rent is payable withoutnotice, set-off or demand.     4. **Electricity Rent.** In addition to all other sums required to be paid underthe Lease, Tenant shall pay Landlord Electricity Charges with in the monthly amount of Two ThousandSix Hundred Eighty Five Dollars and Eighty Eight Cents ($2,685.88) payable on the first day of eachand every month during the term hereof. Such Electricity Charges shall be increased from time totime upon notice from Landlord to Tenant by an amount equal to the percentage increase in the costper kilowatt hour charged Landlord by the utility
 

 
company providing electricity to the Building over the cost per kilowatt hour charged Landlordduring the month of April, 2007.     5. **Renewal.** Landlord hereby grants to Tenant the conditional right, exercisable atTenant’s option, (hereinafter referred to as the “Renewal Option”) to renew the term of this Leasefor two (2) terms of six (6) months each (each such term is hereinafter referred to as the“Renewal Term”). If exercised, and if the conditions applicable thereto have been satisfied, eachRenewal Term shall commence immediately following the end of the Term, as so extended. The rightsof renewal herein granted shall be applicable only to the entire Premises then leased by Tenant andshall be subject to all of the terms and conditions contained in this Lease, except this Paragraph5 and except that the Base Rent for each six (6) month Renewal Term shall be Two Hundred EightyFour Thousand Seven Hundred Two Dollars and Seventy Five Cents ($284,702.75) payable in equalmonthly installments in the amount of Forty Seven Thousand Four Hundred Fifty Dollars and FiveCents ($47,450.05) on the first day of each Renewal Term and on the first day of each and everymonth thereafter in each applicable Renewal Term. The rights of renewal herein granted are in lieuof any rights of renewal, extension and expansion contained in the Lease, and except as set forthin this Paragraph 5, Tenant agrees that it shall have no other rights to extend the Term or leaseadditional premises. The rights of renewal herein granted to Tenant shall be subject to, and shallbe exercised in accordance with, the following terms and conditions: A. Tenant shall exercise its right of renewal with respect to the Renewal Term bygiving Landlord written notice (hereinafter referred to as the“Renewal Notice ”)thereof not later than three (3) months prior to the expiration of the then-currentTerm of this Lease.  B. The Renewal Option herein granted shall automatically terminate upon theearliest to occur of: (i) the expiration or termination of this Lease; (ii) thetermination of Tenant’s right to possession of the premises; (iii) the assignment ofthis Lease or subletting by Tenant of any portion of the Premises; or (iv) the failureof Tenant to timely or properly exercise the Renewal Option.  C. If an Event of Default exists under this Lease on the date Tenant sends arenewal notice or any time thereafter until the applicable Renewal Term is to commence,then, at Landlord’s election, the Renewal Term shall not commence and the term of thisLease shall expire at the expiration of the then-current term of this Lease.  D. Tenant agrees to accept the premises to be covered by this Lease during theRenewal Term in an “as is” physical condition and Tenant shall not be entitled toreceive any allowance, credit, concession or payment from Landlord for the improvementthereof.     6. **Broker**. Landlord and Tenant each represent and warrant that there were no realestate brokers or agents involved in connection with the Lease, as amended hereby, except forCushman & Wakefield Inc. who represented the Tenant and Grubb & Ellis Company who represented theLandlord. Landlord agrees to pay any fee or commission owed to Grubb & Ellis Company and toCushman & Wakefield, Inc. in connection with this Amendment. Landlord and Tenant, indemnify andhold harmless the other against any and all claims for real estate commissions or finder’s fees dueto their respective brokers and from any other brokers incurred as a result of the acts of theindemnifying party.
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     7. **Continuing Effect****.**Except as expressly modified and amended by this instrument,the terms, covenants and conditions of the Lease are hereby ratified and confirmed, and remain infull force and effect. In the event of any conflict between the terms of the Lease and of thisAmendment, the terms of this Amendment shall control.     8. **Estoppel**. Tenant hereby warrants and represents to Landlord that: (i) the Lease asamended hereby, has not been assigned or any of the Premises sublet; (ii) the Lease as amendedhereby, is in full force and effect and has not been modified, supplemented, or amended; (iii) tothe knowledge of Tenant, Landlord is not in default under the Lease and Tenant has no defenses,setoffs, claims or counterclaims against Landlord arising out of the Lease, as amended hereby, orin any way relating thereto; (iv) Tenant has not paid any rentals more than one (1) month inadvance; (v) Tenant has accepted and is in full and complete occupancy and possession of all of thePremises demised pursuant to the Lease, as amended hereby, and the improvements and space requiredto be furnished according to the Lease have been satisfactorily completed in all respects andLandlord has fulfilled all of its duties of an inducement nature required to have been fulfilled todate; (vi) to the knowledge of Tenant, no payments, reimbursements, credits or offsets are due fromLandlord to Tenant under the Lease, as amended hereby, and no work is required to be done byLandlord to any of the premises demised under said Lease. As an inducement to Tenant to enter intothis Amendment the Landlord hereby warrant and represent to Tenant that: (i) the Lease as amendedhereby, is in full force and effect and has not been modified, supplemented, or amended; (ii) tothe knowledge of Landlord Tenant is not in default under the Lease.     9. **Binding Effect****.**The terms, conditions and covenants of the Lease, as modifiedhereby, shall be binding upon and inure to the benefit of Landlord, Tenant and their respectivesuccessors and permitted assigns.     10. **Headings**. The paragraph headings herein contained are for convenience and shallnot be deemed to govern or control the substance hereof.     11. **Governing Law**. This Amendment shall be governed and construed under the laws ofthe State of Connecticut.     12. **Authority**. Landlord and Tenant represent, each for themselves and with respectonly to themselves, that; (i) they have full authority to enter into this Amendment, are validlyformed and in good standing under the laws of the state in which they were formed and the State ofConnecticut; (ii) that this Amendment has been duly approved by all necessary corporate action andthat the person or persons signing on their behalf are duly authorized to execute this Amendmentwith binding effect upon Landlord and Tenant; (iii) this Amendment constitutes the legal, validand binding obligations of Landlord and Tenant, enforceable in accordance with its terms; (iv) theexecution and delivery of this Amendment does not and will not: (a) contravene any provision of theorganizational documents comprising Landlord or or Tenant; or (b) require consent by a third partyor such consent has, as of the date hereof, been obtained; and the consummation by Landlord andTenant of this Amendment will not result in a breach of any of the terms of any agreement orinstrument to which Landlord or Tenant are a party or by which such entities are bound.     13. **Counterparts**. This Amendment may be executed in two or more counterparts, all ofwhich, when taken together, shall constitute a single instrument.     **IN WITNESS WHEREOF**, the parties hereto have signed and delivered this Amendment as of the datefirst above written.
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     **TENANT:** **PENWEST PHARMACEUTICALS CO.**, a Washington corporation     WITNESSES:    /s/ Richard Meyer By: /s/ Jennifer L. Good       Name: Jennifer L. Good     /s/ Pamela A. Masella Title: President & CEO        **LANDLORD:** **DANBURY BUILDINGS CO. L.P.**, a Delaware limited partnership     By: **DANBURY BUILDINGS, INC.**  Its: General Partner     WITNESSES         /s/ [Illegible] By: /s/ Richard Reeves         Name: Richard Reeves/s/ [Illegible] Title: Authorized Signatory            By: /s/ William J. Ghory       Name: William J. Ghory  Title: Authorized Signatory
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