** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

** **

**FORM 10-K/A**

**(Amendment No. 1)**

 

**(Mark One)**

 
| **x**  | ** ** | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934**   |
|--------|------------|---------------------------------------------------------------------------------------------------------|
|   | ** ** | ** **                                                                                              |
|   | ** ** | **For the fiscal year  ended****December 31, 2007.**                                               |
|   | ** ** | **or**                                                                                                  |
|   | ** ** |                                                                                                    |
| **o**  | ** ** | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 
|   | ** ** | ** ** | **For the transition  period from             ****to             ****.** |
|--------|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**Commission File Number001-33465**

 

**SIRTRIS PHARMACEUTICALS, INC.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                      | ** ** | **20-1410189**                        |
|---------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of incorporation or | ** ** | (IRS Employer  Identification Number) |
| organization)                                     | ** ** | ** **                            |
| ** **                                        | ** ** | ** **                            |
| **200  Technology Square**                        | ** ** |                                  |
| **Cambridge,  Massachusetts**                     | ** ** | **02139**                             |
| (Address of  Principal Executive Offices)         | ** ** | (Zip Code)                            |

 

Registrant’s telephone number, including area code:**(617) 252-6920**

Securities registered pursuant to Section 12(b) ofthe Act: **None**

Securities registered pursuant to Section 12(g) ofthe Act:

**Common Stock, par value $0.001**

(Title of Class)

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes o    No x

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes o    No x

 

**Note—**Checkingthe box above will not relieve any registrant required to file reports pursuantto Section 13 or Section 15(d) of the Act from their obligationsunder those Sections.

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past90 days. Yes x    No o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See definitions of “large accelerated filer,” “acceleratedfiler,” and “smaller reporting company” in Rule 12b-2 of the ExchangeAct. (Check one):

 
| Large  accelerated  filer o |   | Accelerated  filer o |   | Non-accelerated  filer x                  |   | Smaller  reporting company o |
|----------------------------------|--------|---------------------------|--------|------------------------------------------------|--------|-----------------------------------|
|                             |   |                      |   | (Do not check if a smaller  reporting company) |   |                              |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct). Yes o    No x

 

The aggregate marketvalue of voting common equity of the registrant held by non-affiliates of theregistrant was approximately $137,101,880, on June 29, 2007. For purposesof the foregoing sentence, the term “affiliate” includes each director andexecutive officer of the registrant and each holder of more than 5% of theregistrant’s common stock. The computation of the aggregate market value isbased upon the closing price of the common stock as reported on the NASDAQGlobal Market on June 29, 2007.

 

As of April 22,2008, the registrant had 29,265,532 shares of common stock, par value $0.001per share, outstanding.

 

 

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**SIRTRISPHARMACEUTICALS, INC.Amendment No. 1 to**

**2007Annual Report on Form 10-K/A**

**Tableof Contents**

 
|              |   |                                                                                             | **Page** |
|-------------------|--------|--------------------------------------------------------------------------------------------------|----------|
| PART III     |   |                                                                                             |     |
|              |   |                                                                                             |     |
| Item 10.     |   | Directors and Executive  Officers                                                                | 2        |
|              |   |                                                                                             |     |
| Item 11.     |   | Executive Compensation                                                                           | 6        |
|              |   |                                                                                             |     |
| Item 12.     |   | Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters | 23       |
|              |   |                                                                                             |     |
| Item 13.     |   | Certain  Relationships and Related Transactions and Director Independence                        | 25       |
|              |   |                                                                                             |     |
| Item 14.     |   | Principal  Accounting Fees and Services                                                          | 27       |
|              |   |                                                                                             |     |
| Exhibit 31.1 |   |                                                                                             |     |
| Exhibit 31.2 |   |                                                                                             |     |
| Exhibit 32.1 |   |                                                                                             |     |

 

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** **

**ExplanatoryNote**

 

We are filing this amendment (this “Amendment”) to ourAnnual Report on Form 10–K for the fiscal year ended December 31, 2007 (“fiscal2007 10–K”) because we do not anticipate filing the Proxy Statement for our2008 Annual Meeting of Stockholders (“2008 Proxy Statement”) within 120 daysafter the end of the fiscal year covered by the fiscal 2007 10–K. Informationin this amendment is therefore intended to amend Part III (Items 10, 11, 12, 13and 14) in the fiscal 2007 10–K which had previously incorporated the 2008Proxy Statement by reference. This report is limited in scope to the itemsidentified above and should be read in conjunction with the fiscal 2007 10–K.Other than the furnishing of the information identified above, this report doesnot modify or update the disclosure in the fiscal 2007 10–K in any way.

 

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# **Item10.  Directors and Executive Officers**

# ** **

The following table sets forth information concerningour directors as of April 22, 2008:

 
| **Name**                      | ** ** | **Age** | ** ** | **Biography**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-------------------------------|------------|---------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Richard Aldrich               |       | 53      |       | Mr. Aldrich  has served as a member of our Board of Directors since 2004. Mr. Aldrich  is Chairman of RA Capital Management, LLC, an investment firm with which he  has been affiliated since 2001. Mr. Aldrich previously joined Vertex  Pharmaceuticals Inc. at its founding in 1989 and served as Senior Vice  President and Chief Business Officer, from 1991 to 2001. He serves on the  boards of directors of Concert Pharmaceuticals, Inc., and Magen  BioSciences, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                          |       |    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Jeffrey Capello               |       | 43      |       | Mr. Capello  has served as a member of our Board of Directors since January 2008.  Mr. Capello has been the Senior Vice President and Chief Financial  Officer at PerkinElmer, Inc. since January 2006. Prior to that  position, he served as PerkinElmer’s Chief Accounting Officer from  April 2002 to January 2006 and as Vice President of Finance,  Corporate Controller and Treasurer from June 2001 to April 2002.  From 1991 to June 2001, he held various positions including that of  partner from 1997 to 2001 at PricewaterhouseCoopers LLP, a public accounting  firm, initially in the United States and later in the Netherlands. He holds a  Bachelor of Science degree in business administration from the University of  Vermont and a Master of Business Administration degree from the Harvard  Business School.                                                                                                                                       |
|                          |       |    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| John Clarke                   |       | 54      |       | Mr. Clarke  has served as a member of our Board of Directors since 2004. Mr. Clarke  has been a Managing General Partner of Cardinal Partners, a venture capital  firm, since 1997. Prior to founding Cardinal Partners, Mr. Clarke was a  General Partner of DSV Partners, a venture capital firm he joined in 1982.  Mr. Clarke was a founder and former Chairman and CEO of Cubist  Pharmaceuticals, Inc. and a founder and former director of  Alkermes, Inc. Mr. Clarke is Chairman of the Board of Directors of  Alnylam Pharmaceuticals, Inc. and aTyr Pharma, Inc. and also serves  on the Board of Directors of Momenta Pharmaceuticals, Inc.,  Visicu, Inc. and several other private health care companies.  Mr. Clarke also serves on the boards of The Jackson Laboratory, a  nonprofit research institute, and HandsTogether, a non profit development  organization focused on humanitarian, health care and educational aid for the  people of Haiti. |
|                          |       |    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Paul Friedman,  M.D.          |       | 65      |       | Dr. Friedman  has served as a member of our Board of Directors since March 2008.  Dr. Friedman has served since 2001 as president and chief executive  officer of Incyte Corporation, a biotechnology company. From 1998 until  October 2001, Dr. Friedman served as President of DuPont  Pharmaceuticals Research Laboratories, a wholly owned subsidiary of DuPont  Pharmaceuticals Company (formerly The DuPont Merck Pharmaceutical Company),  from 1994 to 1998 he served as President of Research and Development of The  DuPont Merck Pharmaceutical Company, and from 1991 to 1994 he served as  Senior Vice President at Merck Research Laboratories. Prior to his work at  Merck and DuPont, Dr. Friedman was an Associate Professor of Medicine  and Pharmacology at Harvard Medical School. Dr. Friedman is a Diplomat  of the American Board of Internal Medicine and a Member of the American  Society of Clinical Investigation.                                                |
|                          |       |    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Stephen Hoffman,  Ph.D., M.D. |       | 54      |       | Dr. Hoffman  has served as a member of our Board of Directors since 2004. From 2003 to  March 2007, Dr. Hoffman was employed by TVM Capital. In  April 2007 he joined Skyline Ventures as Managing Director. He also  currently serves as Chairman of Allos Therapeutics, Inc., a  biopharmaceutical company where he served as Chief Executive Officer from  1994 to 2001 and as Executive Chairman from 2001 to 2002. Dr. Hoffman  serves on the boards of directors of Concert Pharmaceuticals, Inc.,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

 

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|                             |   |   |   | Tolerx  Pharmaceuticals, Inc. and Dicerna Pharmaceuticals, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|----------------------------------|--------|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Richard Pops                     |   | 46     |   | Mr. Pops is  a founder of Sirtris, a Class II director with a term expiring in 2009  and has served as a member of our Board of Directors since 2004.  Mr. Pops was the Chief Executive Officer of Alkermes, Inc., a  biotechnology company, from 1991 to 2007 and currently serves as the Chairman  of Alkermes. He serves on the boards of directors of Acceleron  Pharma, Inc., CombinatoRx, Inc., and Neurocrine  Biosciences, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                             |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Paul Schimmel,  Ph.D.            |   | 67     |   | Dr. Schimmel  is a founder of Sirtris and has served as a member of our Board of Directors  since 2004. Dr. Schimmel is the Ernest and Jean Hahn Professor at The  Skaggs Institute for Chemical Biology at The Scripps Research Institute. He  formerly was the John D. and Catherine T. MacArthur Professor of Biochemistry  and Biophysics in the Department of Biology at the Massachusetts Institute of  Technology. Dr. Schimmel is a member of the National Academy of Sciences  and has co-founded a number of biotechnology companies including  Alkermes, Inc. and Alnylam Pharmaceuticals, Inc. He serves on the  boards of directors of Alnylam Pharmaceuticals, Inc., aTyr  Pharma, Inc., and Avicena Group.                                                                                                                                                                                                                                                                                                                                                                                 |
|                             |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| David Sinclair,  Ph.D. (38)      |   | 38     |   | Dr. Sinclair  is a founder of Sirtris and has served as a member of our Board of Directors  since 2004. Dr. Sinclair is an Associate Professor of Pathology at  Harvard Medical School, and Director of the Glenn Laboratories for the  Biological Mechanisms of Aging. He has made key contributions to the scientific  understanding of aging. In 1997, he identified a cause of aging in yeast, a  first for any species, and in 2003 reported the discovery of a conserved  master regulatory gene controlling this process. His laboratory at Harvard is  currently focused on slowing diseases of aging in mammals using genetic and  pharmacological means. Dr. Sinclair has authored over 50 peer-reviewed  scientific publications, including several seminal papers in *Nature*, *Cell*  and *Science*. He has received  numerous awards and honors for his research. Dr. Sinclair performed his  post-doctoral work with Dr. Leonard Guarente at the Massachusetts  Institute of Technology and holds a Ph.D. in Biochemistry and Molecular  Genetics from the University of New South Wales, Australia. |
|                             |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Christoph  Westphal, M.D., Ph.D. |   | 40     |   | Dr. Westphal  is a founder of Sirtris and has served as President, CEO and Vice Chairman of  our Board of Directors since 2004. Dr. Westphal was previously a venture  capitalist with Polaris Venture Partners from 2000 until 2005; and a  consultant with McKinsey & Company from 1998 to 2000.  Dr. Westphal co-founded Acceleron Pharma, Inc., Alnylam  Pharmaceuticals, Inc. and Momenta Pharmaceuticals, Inc., as CEO and  Vice Chairman. Dr. Westphal received his M.D., Ph.D. from Harvard Medical  School.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

 

The following table sets forth information concerningour executive officers as of April 22, 2008:

 
| **Name**                         | ** ** | **Age** | ** ** | **Position**                                       |
|----------------------------------|------------|---------|------------|----------------------------------------------------|
|                             |       |    |       |                                               |
| Christoph  Westphal, M.D., Ph.D. |       | 40      |       | President and  Chief Executive Officer, Vice Chair |
| Garen Bohlin                     |       | 60      |       | Chief Operating  Officer                           |
| Peter Elliott,  Ph.D.            |       | 49      |       | Senior Vice  President, Head of Development        |
| Michael  Jirousek, Ph.D.         |       | 49      |       | Senior Vice  President, Research                   |

 

*ChristophWestphal, M.D., Ph.D.* is a founder of Sirtris and has servedas CEO and Vice Chairman of our Board of Directors since 2004. Dr. Westphalwas previously a venture capitalist with Polaris Venture Partners from 2000until 2005; and a consultant with McKinsey & Company from 1998 to2000. Dr. Westphal co-founded Acceleron Pharma, Inc., AlnylamPharmaceuticals, Inc. and Momenta Pharmaceuticals, Inc., as CEO andVice Chairman. Dr. Westphal received his

 

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M.D., Ph.D. from Harvard Medical School.

 

*GarenBohlin* has served as our Chief Operating Officer since 2006.Prior to joining Sirtris, Mr. Bohlin served as President and ChiefExecutive Officer of Syntonix Pharmaceuticals, Inc. from 1999 to 2005.Prior to Syntonix, which was acquired by Biogen Idec in 2006, Mr. Bohlinspent 14 years in executive management at Genetics Institute, Inc. In hislast role at Genetics Institute, Mr. Bohlin served as Executive VicePresident with responsibility for most of the non-scientific areas of thecompany that comprised approximately half of the company’s then 1,600employees. Mr. Bohlin played a leading role in structuring andimplementing a strategic alliance with American Home Products (now Wyeth) thatresulted in the eventual acquisition of Genetics Institute at an impliedvaluation of approximately $3 billion. Prior to Mr. Bohlin’s tenure atGenetics Institute, he was a partner at Arthur Andersen & Co., wherehe spent 13 years. Mr. Bohlin serves as a director of Acusphere, Inc.and Targanta Therapeutics, Corp.

 

*PeterElliott, Ph.D.* has served as our Senior Vice President, Headof Development since 2005. Prior to joining Sirtris, from 2001 through 2005, Dr. Elliottheld various positions at CombinatoRx, Inc., a biopharmaceutical company,including Executive Vice President of Product Development. Dr. Elliott wasVice President of Pharmacology and Drug Development at MillenniumPharmaceuticals, Inc. from 1998 to 2001. Prior to Millennium, Dr. Elliottspent four years at Alkermes, Inc. and five years at GSK in the UnitedKingdom. Dr. Elliott holds a B.S. in Pharmacology from London University,an M.Phil. in Pharmacology from Cambridge University, and a Ph.D. inPsychopharmacology from Cambridge University.

 

*Michael Jirousek, Ph.D.* hasserved as our Senior Vice President, Research since 2006. From 2001 to 2006,Dr. Jirousek served as Senior Director and Head of the Diabetes TherapeuticArea for Pfizer Inc. at its La Jolla laboratories. From 1998 to 2001, Dr.Jirousek was at Abbott Laboratories as a Metabolic Department Head and prior tothat at Eli Lilly in Indianapolis, Indiana and Hamburg, Germany. Dr. Jirousekwas a post-doctoral research Fellow at Harvard University. Dr. Jirousek holds aPh.D. in Chemistry from Case Western University.

 

**BoardMeetings and Participation**

 

Our Board of Directors held ten regular meetings andno special meetings during fiscal 2007. Each of the directors attended at least75% of the total number of meetings of the Board held while he was a directorand all committees of the Board of Directors on which he served. The Board ofDirectors does not have a formal policy requiring attendance by the directorsat the annual meetings of stockholders. None of the members of the Board ofDirectors attended our 2007 annual meeting.

 

**DirectorIndependence**

 

As required by the listing standards of the NASDAQStock Market (“NASDAQ”), the Board of Directors has determined, upon therecommendation of the Nominating and Corporate Governance Committee, that eachof Messrs. Aldrich, Capello, Clarke and Pops and Drs. Friedman,Hoffman and Schimmel are “independent” within the meaning of the rules andregulations of NASDAQ. To make this determination, our Board of Directorsreviews all relevant transactions or relationships between each director, andSirtris, its senior management and its independent auditors. During this review,the Board considers whether there are any transactions or relationships betweendirectors or any member of their immediate family (or any entity of which adirector or an immediate family member is an executive officer, general partneror significant equity holder) and members of our senior management or theiraffiliates. The Board consults with the Company’s corporate counsel to ensurethat the Board’s determinations are consistent with all relevant securities andother laws and regulations regarding the definition of “independent,” includingthose set forth in pertinent NASDAQ listing standards, as in effect from timeto time.

 

**BoardCommittees**

 

The Board of Directors has a standing Audit Committee,Compensation Committee and Nominating and Corporate Governance Committee. Eachof the Audit Committee, Compensation Committee and Nominating and CorporateGovernance Committee acts pursuant to a written charter. Current copies of thecharters of each of the committees are available in the “Investor Relations-CorporateGovernance” section of our website at www.sirtrispharma.com.

 

The members, functions and other information about thecommittees of our Board are as follows:

 

**AuditCommittee**

 

The Audit Committee provides the Board of Directorswith an independent review of our financial health and of the reliability ofour financial controls and financial reporting systems. The Audit Committeeconsists of Mr. Capello (chairperson), Mr. Clarke and Mr. Pops. Dr. Freundwas a member of the Audit Committee until his resignation from the Board ofDirectors in January 2008. Dr. Schimmel was a member of the AuditCommittee until April 2008 when he was replaced by Mr. Pops.  The Audit Committee reviews our financialcontrols, evaluates the scope of the annual audit, reviews audit results,consults with management and our independent accountants prior to thepresentation of financial

 

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statements to stockholders and, as appropriate,initiates inquiries into aspects of our internal accounting controls andfinancial affairs. The Audit Committee has sole and direct responsibility forappointing, evaluating and retaining our independent auditors, includingoverseeing their work, determining their fees and implementing an approval processfor any non-audit services. During the fiscal year ended December 31,2007, the Audit Committee met four times. The report of the Audit Committee isincluded in this Annual Report on Form 10-K/A under “Report of the AuditCommittee.” The Board of Directors has determined, upon recommendation of theNominating and Corporate Governance Committee, that each member of Sirtris’Audit Committee other than Dr. Schimmel satisfies the requirements formembership established by the NASDAQ Global Market and the SEC. The Board ofDirectors has determined, upon recommendation of the Nominating and CorporateGovernance Committee, that each of Mr. Clarke, Mr. Capello and Mr.Pops is an “audit committee financial expert” within the meaning of the rules andregulations of the SEC.

 

**CompensationCommittee**

 

The Compensation Committee determines salaries,incentives and other compensation for our directors and executive officers,including the Chief Executive Officer. The Compensation Committee alsoadministers incentive compensation and employee benefit plans, including ourAmended and Restated 2004 Incentive Plan (the “Plan”). The CompensationCommittee consists of Dr. Hoffman (chairperson), Dr. Friedman and Mr. Aldrich.Dr. Freund was a member of the Compensation Committee until hisresignation from the Board of Directors in January 2008. The Board ofDirectors has determined, upon recommendation of the Nominating and CorporateGovernance Committee, that each member of Sirtris’ Compensation Committeesatisfies the independence requirements established by the rules andregulations of NASDAQ and the SEC. Pursuant to the Compensation Committee’s charter,the Committee has the authority to delegate to subcomittees of the Committeeany of the responsibilities of the full Committee. During the fiscal year endedDecember 31, 2007, the Company’s Compensation Committee met seven times.The report of the Compensation Committee is included in this Annual Report on Form10-K/A under “Report of the Compensation Committee.” Our Compensation Committeehas engaged a compensation consultant to advise it on executive compensationmatters and provide the Committee with data to benchmark the base salary,annual performance bonus, and long-term equity incentive compensation of ournamed executive officers.

 

**Nominating and Corporate GovernanceCommittee**

 

The Nominating and Corporate Governance Committee isresponsible for identifying and recommending potential candidates qualified tobecome Board members, recommending directors for appointment to Boardcommittees and developing and recommending to the Board a set of corporategovernance principles. The Nominating and Corporate Governance Committeeconsists of Mr. Pops (chairperson), Dr. Hoffman and Mr. Aldrich.The Board of Directors has determined that each member of Sirtris’ Nominatingand Corporate Governance Committee satisfies the independence requirementsestablished by the rules and regulations of NASDAQ and the SEC.  During the fiscal year ended December 31,2007, the Nominating and Corporate Governance Committee met six times.

 

In identifying and recommending nominees for positionson the Board of Directors, the Nominating and Corporate Governance Committeeplaces primary emphasis on a potential candidate’s qualifications in light ofthe expertise of the members already serving on the Company’s Board. Additionalfactors which the Committee may consider include a candidate’s specificexperiences and skills, relevant industry background and knowledge, timeavailability in light of other commitments, potential conflicts of interest,material relationships with the Company and independence from management andthe Company. The Nominating and Corporate Governance Committee also may seek tohave the Board represent a diversity of backgrounds, experience, gender andrace.

 

The Nominating and Corporate Governance Committee doesnot set specific, minimum qualifications that nominees must meet in order to berecommended to the Board of Directors, but rather believes that each nomineeshould be evaluated based on his or her individual merits, taking into accountthe needs of the Company and the composition of the Board of Directors. Membersof the Nominating and Corporate Governance Committee discuss and evaluatepossible candidates in detail and suggest individuals to explore in more depth.The Nominating and Corporate Governance Committee regularly reviews existingBoard members that are up for re-election as well as candidates that may eitherreplace directors that have announced an intention to resign or not stand forre-election, or to address a new Board competency that the Committee workingtogether with the Chief Executive Officer has identified. In the case ofexisting Board members that are up for re-election, the Committee reviews andevaluates such individuals and makes its recommendation to the full Board forapproval. In the case of potential new Board members, once a potentialcandidate is identified, the Committee members meet with the candidate and, ifthey determine that the candidate is viable, all current Board members,including the Chief Executive Officer, meet with the candidate. The full Boardthen reviews and evaluates the candidate and determines whether he or sheshould be invited to join the Board of Directors as a member.

 

The Nominating and Corporate Governance Committee doesnot have a formal written policy with regard to candidates recommended bystockholders for membership on the Board of Directors, but will considernominations from stockholders and evaluate a candidate in the same manner as itevaluates all other nominees.

 

**Section 16(a) BeneficialOwnership Reporting Compliance**

 

Section 16(a) of the Securities Exchange Actof 1934, as amended, requires our directors, officers and persons who own morethan ten percent of a registered class of our equity securities, to file withthe Securities and Exchange Commission initial reports of ownership and reportsof changes in ownership of our common stock and other of our equity securities.Officers, directors and greater than ten percent stockholders are required byregulations of the Securities and Exchange Commission to furnish us with copiesof all Section 16(a) forms they file. Based on Sirtris’ review of the reports it has received, Sirtrisbelieves that all of its directors, officers and persons owning more than 10%of Sirtris’ common stock complied with all reporting requirements applicable tothem with respect to transactions in the fiscal year ended December 31,2007.

 

**Code ofEthics and Conduct**

 

Our Company has adopted a Code of Ethics and Conductfor its employees, officers and directors. A copy of the Code of Ethics andConduct can be accessed free of charge by visiting the “InvestorRelations-Corporate Governance” section of our website at http://www.sirtrispharma.comor by requesting a copy in writing to us at Sirtris Pharmaceuticals, Inc.200 Technology Square, Cambridge, MA 02139, Attention: Investor Relations.  The Company intends to disclose any changesin or waivers from its Code of Ethics and Conduct by posting such informationon its website or by filing a Form 8-K.

 

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**Item11.  Executive Compensation**

 

**COMPENSATION DISCUSSION &ANALYSIS**

 

**ExecutiveCompensation Philosophy**

 

***Primary Objectives***

 

The primary objectives of the Compensation Committeeof our Board of Directors with respect to executive compensation are toattract, retain, and motivate the best possible executive talent. The focus isto tie short and long-term cash and equity incentives to the achievement of measurablecorporate and individual performance objectives, and to align executives’incentives with stockholder value creation. To achieve these objectives, theCompensation Committee has maintained, and expects to further implement,compensation plans that tie a substantial portion of executive officers’overall compensation to our research, development, and operational performance.

 

The Compensation Committee has engaged a compensationconsultant to provide general advice and guidance to the Compensation Committee.The consultant’s responsibilities include recommending the relevant peer groupto be used for baseline comparisons, providing objective, competitive dataanalysis on compensation elements, sharing insight on changing compensationpractices and trends, and educating the Committee on specific details ofcompensation alternatives. The consultant reports directly to the CompensationCommittee. The consultant’s fees are paid by the Company. All services to beperformed by the consultant are approved by the Committee.

 

***Benchmarking for Compensation***

 

In benchmarking our executive compensation program toensure that it is competitive, the Compensation Committee, working with itscompensation consultant, typically selects a comparative peer group of approximately30 companies based on stage of development, types of products under developmentand geography, among other factors. This group provides the basis forbenchmarking our executive compensation program, both in the aggregate andcompared by individual components. In applying the peer group data, theCommittee considers whether the comparable Sirtris executive roles varysignificantly in breadth or scope from the equivalent roles in the peer group,how the executive officers relative experience and tenure in the role comparesto those of the  peers and competitivematters. The Compensation Committee reviews and updates the peer group listperiodically to reflect the most comparable companies. We believe that thepractices of the peer group of companies provide us with appropriatecompensation benchmarks, because these companies have similar organizationalstructures and tend to compete with us for executives and other employees.  For 2007, our peer group was comprised of thefollowing companies: Acadia, Achillion, Acorda, Adnexus , Affymax, Alexza,Alnylam, Amicus, Altus, Archemix, Biodel, Cadence, CombinatoRx, Cytokinetics,Elixir, Idenix, Insulet, Jazz, Molecular Insight, Momenta, Novacea, Optimer,Osiris, Pharmasset, Sucampo, Synta, Tercica, Trubion, ViaCell and Xenoport.

 

***Pay-for-Performance Philosophy***

 

Based on these data, the Compensation Committee hasadopted a pay-for-performance compensation philosophy, which is intended tobring base salaries and total executive compensation in line with the peer groupof the companies represented in the compensation data we review. We work withinthe framework of this pay-for-performance philosophy to determine eachcomponent of an executive’s initial compensation package based on numerousfactors, including:

 

·      theindividual’s particular background and circumstances, including training andprior relevant work experience;

 

·      theindividual’s role with us and the compensation paid to similar persons in thecompanies represented in the compensation data that we review;

 

·      thedemand and competition for the individual, with the individual’s specificexpertise and experience;

 

·      performancegoals and other expectations for the position; and

 

·      uniquenessof industry skills.

 

***Setting and Assessment of Performance Goals***

 

The Compensation Committee has also implemented anannual performance management program, under which 

 

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annual performance goals are determined and set forth in writing at thebeginning of each calendar year for the corporation as a whole. Annualcorporate goals are proposed by management, determined by the Committee andapproved by the Board of Directors. These corporate goals include theachievement of qualitative and quantitative operational and financial targets andpre-defined research and development milestones. Each goal is weighted as toimportance by the Board of Directors based on a recommendation by theCompensation Committee. The individual performance of our executive officers isbased on the level of achievement of corporate goals including those related totheir respective areas of responsibility as well as on basic skills such as themanagement and development of people, communication, leadership and the use ofsound judgment in performing their responsibilities. Annual salary increases,annual cash incentive bonuses, and annual stock awards granted to our executiveofficers are tied to the achievement of the corporate goals.

 

We perform an ongoing assessment to determine progressagainst the previously established goals and to make any adjustments to thegoals for the remainder of the year based on changing circumstances andconditions.

 

At the end of the fourth calendar quarter, we evaluateindividual, department and corporate performance against the goals for the yearcoming to a close. Consistent with our compensation philosophy, each executiveofficer’s evaluation begins with a written self-assessment, which is submittedto the Chief Executive Officer, who then performs the individual evaluationsand submits recommendations to the Compensation Committee for salary increases,cash incentive bonuses, and stock option awards. In the case of the ChiefExecutive Officer, his individual performance evaluation is conducted by theCompensation Committee. The Board of Directors, based on a recommendation ofthe Compensation Committee, approves all salary increases, as well as bonusesand stock awards, if any, for executive officers. Annual base salary increases,annual stock awards, and annual cash incentive bonuses, to the extent granted,are implemented during the first calendar quarter of the following year.

 

**CompensationComponents**

 

We view the three components of our executivecompensation, consisting of base salary, annual cash bonus and long-termincentives, as related but distinct. Although our Compensation Committee doesreview total compensation, we do not believe that significant compensationderived from one component of compensation should negate or reduce compensationfrom other components. We determine the appropriate level for each compensationcomponent based in part, but not exclusively, on competitive benchmarkingconsistent with our recruiting and retention goals, on our view of internalequity and consistency, individual, department, and corporate performance andother information we deem relevant, such as the survey data referred to above.We believe that, as is common in the biopharmaceutical industry, stock awardsare a primary motivator in attracting and retaining executives.

 

We account for the equity compensation expense for ouremployees under the rules of SFAS 123R, which requires us to estimate andrecord an expense for each award of equity compensation over the service periodof the award. Accounting rules also require us to record cash compensationas an expense at the time the obligation is accrued.

 

Under Section 162(m) of the Internal RevenueCode, publicly held corporations may be prohibited from deducting as an expensefor federal income tax purposes total compensation in excess of $1 million paidto certain executive officers in a single year. However, until we achievesustained profitability, the availability to us of a tax deduction forcompensation expense is not material to our financial performance. Section 162(m) providesan exception for qualifying “performance-based” compensation, includingcompensation attributable to certain stock options. The Company expects to keep“nonperformance-based” compensation within the $1 million limit in order thatall executive compensation will be fully deductible; however, the valuation ofstock option and restricted stock grants in the future is uncertain and maycause nonperformance-based compensation to exceed the deductibility limit.Although the Compensation Committee considers the net cost to the Company inmaking all compensation decisions (including, for this purpose, the potentiallimitation on deductibility of executive compensation), there is no assurancethat compensation realized with respect to any particular award will qualify as“performance-based” compensation. It is not anticipated that any executiveofficer’s annual compensation will exceed $1 million, and the Company hasaccordingly not made any plans to qualify for any compensation deductions underSection 162(m) of the Internal Revenue Code.

 

The components of our compensation package are asfollows:

 

***Base Salary***

 

Base salaries for our executives are established basedon the scope of their responsibilities and their prior relevant background,training, and experience, taking into account competitive market compensationpaid by the companies 

 

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represented in the compensation data we review for similar positionsand the overall market demand for such executives. As with total executivecompensation, we believe that executive base salaries should generally targetthe fiftieth to seventy-fifth percentile of the range of salaries forexecutives in similar positions and with similar responsibilities in the peergroup companies represented in the compensation data we review and to beretentive of the executive.

 

Base salaries are reviewed annually as part of ourperformance management program and increased for merit reasons, based on theexecutive’s success in meeting or exceeding individual performance objectivesand an assessment of whether significant corporate goals were achieved. Theindividual performance of our executive officers is based on the level ofachievement of corporate goals including those related to their respectiveareas of responsibility as well as on core competencies such as the managementand development of people, communication, leadership and the use of soundjudgment in performing their responsibilities. Our corporate goals target theachievement of certain research, development and operational milestones. Ifnecessary, we also realign base salaries with market levels for the samepositions in the companies represented in the compensation data in our peergroup, if we identify significant market changes in our data analysis.Additionally, we adjust base salaries as warranted for promotions or otherchanges in the scope or breadth of an executive’s role or responsibilities. TheCompensation Committee’s recommendations as to increases in base salary infiscal 2008 were reviewed and approved by the Board of Directors in January 2008.  Merit salary increases given to our executiveofficers ranged from 8.4% to 15.6% of 2007 base salary and included adjustmentsfor each executive that resulted from increasing the Company’s targetedcompensation level from the fiftieth to the seventy-fifth percentile.  The merit salary increase for Dr. Westphal,our Chief Executive Officer, was 15.6%, and reflected the CompensationCommittee’s view of Dr. Westphal’s significant efforts and leadershipacross all areas of our business, as reflected in the level of achievementagainst our corporate goals as well as an adjustment to bring Dr. Westphalup to the Company’s targeted 75th percentile compensation level fromthe 50th percentile.

 

***Annual Bonus***

 

Our compensation program includes eligibility for anannual performance-based cash bonus in the case of all executives. An executive’sbonus payment is based principally on the achievement of the major corporategoals, with a target bonus generally set as a percentage of base salary toreward strong performance and retain employees in a competitive labor market.In fiscal 2007, our corporate goals included research, development andoperational milestones.  In fiscal 2007,the target bonuses for our executive officers ranged from 25% to 35% of theirbase salary.  Underachievement oroverachievement of the major corporate goals may result in lower or higherbonus payments. For all executive officers, the annual bonus is based entirelyon the Board’s and Compensation Committee’s assessment that the Companyachieved its corporate goals for the year. Additionally, the Board ofDirectors, based on a recommendation of the Compensation Committee, mayincrease or decrease an executive’s bonus payment because of an executive’sindividual performance during a given year. For 2008, all executives, otherthan our Chief Executive Officer are eligible for annual performance-based cashbonuses with a target of up to 35-40% of their base salaries and our ChiefExecutive Officer is eligible for an annual performance-based cash bonus with atarget of up to 60% of his base salary. Targets for bonus compensation wereincreased for 2008 based on a review of compensation data from companies in theCompany’s peer group. In its discretion, the Compensation Committee may,however, award bonus payments to our executive officers above or below thetarget amount.

 

Based on the criteria described above, the Board ofDirectors approved the Compensation Committee’s recommendations as to cashbonuses for certain of our executive officers in January 2008. The annualcash bonus paid to our named executive officers in January 2008 is setforth in the Summary Compensation Table following this report. The approvedamounts included a bonus of $183,800 paid to Dr. Westphal, our ChiefExecutive Officer, which represented 135% of his target bonus or 47.2% of 2007base salary. Dr. Westphal’s bonus was based entirely on the Board andCompensation Committee’s assessment that the Company achieved, in theaggregate, 135% of its corporate goals in 2007.

 

In April 2008, the Board of Directors, based uponthe recommendation of the Compensation Committee, approved our 2008 corporateperformance goals. The 2008 corporate performance goals include certainquantitative and qualitative operational and financial targets, clinical andresearch and development milestones and business development goals.

 

***Long-Term Incentives***

 

We believe that long-term performance is achievedthrough an ownership culture that encourages long-term participation by ourexecutive officers in equity-based awards. Our Plan allows the grant toexecutive officers of stock options, restricted stock, and other equity-basedawards. We typically make an initial equity award of stock options to newemployees and annual equity grants as part of our overall compensation program.All grants of options and restricted stock to all of our employees, includingexecutive officers, are recommended by the Compensation Committee and approvedby 

 

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the Board of Directors.

 

*Initialstock option awards.*   Generally, executives who join us are awarded initial stock optiongrants. These grants usually have an exercise price equal to the closing marketvalue of our common stock as reported on the NASDAQ Global Market on the dateof the grant and a vesting schedule of 25% on the first anniversary of the dateof hire and quarterly thereafter for the next three years. The amount of theinitial stock option award is determined based on the executive’s position withus and analysis of the competitive practices of the companies similar in sizeto us represented in the compensation data that we review. The initial stockoption awards are intended to provide the executive with incentive to buildvalue in the organization over an extended period of time. The amount of theinitial stock option award is also reviewed in light of the executive’s basesalary and other compensation to ensure that the executive’s total compensationis in line with our overall compensation philosophy.

 

*Annualstock option awards.*   Our practice is to make annual stock option awards as part of ouroverall performance management program. The Compensation Committee believesthat stock options provide management with a strong link to long-term corporateperformance and the creation of stockholder value. We intend that the annualaggregate value of these awards will be set near competitive levels forcompanies represented in our peer group. As is the case when the amounts of base salary and initial equity awardsare determined, a review of all components of the executive’s compensation isconducted when determining annual equity awards to ensure that an executive’stotal compensation conforms to our overall philosophy and objectives.  In addition, in the fourth quarter of 2007,we undertook an analysis of our executives’ level of fully diluted ownership ofthe Company as a newly publicly traded company as compared to our peer groupand considered the analysis in determining stock option and restricted stockawards.In January 2008, our executive officers were granted the followingstock options: (a) Christoph Westphal, our President and Chief ExecutiveOfficer, was granted an option to purchase 150,000 shares; (b) GarenBohlin, our Chief Operating Officer, was granted an option to purchase 55,000shares; (c) Peter Elliott, our Senior Vice President, Head of Development,was granted an option to purchase 42,500 shares; and (d) Michael Jirousek,our Senior Vice President, Research was granted an option to purchase 32,500shares. The options vest as to 25% of such shares on January 2, 2009, withthe remainder of shares to vest in equal quarterly installments (rounded downto the nearest whole share except for the last installment, which shall vest asto the remaining unvested shares) over the next 12 quarters ending March 31,June 30, September 30 and December 31 following January 2,2009.

 

*Restricted common stock.*    We have made grants of restricted commonstock to our executive officers to provide additional long-term incentive tobuild stockholder value. Grants of restricted common stock are made inanticipation of contributions that will create value in the Company and aresubject to a lapsing repurchase right by the Company over a period of time. In January 2008,the Board of Directors awarded our executive officers the following restrictedstock awards: (a) Christoph Westphal, our President and Chief ExecutiveOfficer was awarded 150,000 shares; (b) Garen Bohlin, our Chief OperatingOfficer, was awarded 55,000 shares; (c) Peter Elliott, our Senior VicePresident, Head of Development, was awarded 42,500 shares; and (d) MichaelJirousek, our Senior Vice President, Research was awarded 32,500 shares. Theawards vest as to 20% of such shares on January 1, 2010, 30% of suchshares on January 1, 2011 and 50% of such shares of January 1, 2012,provided that, the portion of the shares that would otherwise vest on January 1,2012 will vest earlier if certain pre-defined business development or clinicalgoals are met.

 

***Other Compensation***

 

We maintain broad-based benefits and perquisites thatare provided to all eligible employees, including health insurance, life anddisability insurance, dental insurance, and a 401(k) plan. In particularcircumstances, we also utilize cash signing bonuses when certain executivesjoin us. Whether a signing bonus is paid and the amount thereof is determinedon a case-by-case basis under the specific hiring circumstances. For example,we will consider paying signing bonuses to compensate for amounts forfeited byan executive upon terminating prior employment, to assist with relocationexpenses, and/or to create additional incentive for an executive to join ourCompany in a position where there is high market demand.

 

***Termination Based Compensation***

 

*Severance.*    Under certain circumstances specified intheir employment agreements, our executive officers are entitled to receiveseverance payments following termination of employment. In determining whetherto approve and setting the terms of such severance arrangements, theCompensation Committee recognizes that executives, especially highly rankedexecutives, often face challenges securing new employment followingtermination. Severance for termination without cause or resignation for goodreason for each of our executive officers is 12 months of base salary and apro-rated portion of such executive officers’ targeted cash incentive bonus forthat portion of the year that the executive is employed. We believe that our 

 

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executive officers’ severance package is in line with severancepackages offered to executive officers of the companies of similar size to usrepresented in the compensation data we reviewed.

 

*Accelerationof vesting of equity-based awards.*  In January of 2008 the Company reviewedcompensation data from companies in its peer group and adjusted the severancepayments and acceleration of equity awards upon a change of control and upontermination in connection with a change of control to be more consistent withpractices of such companies.  In theevent of a change of control, as defined in each of the executive officer’s newemployment agreements entered into in January of 2008, certain provisions allowfor acceleration of equity awards. Pursuant to our Chief Executive Officer’semployment agreement, all of his unvested options and restricted stock shallimmediately vest upon a change of control. For each of the other executiveofficers, an additional 25% of his unvested options and restricted stock shallvest upon a change of control. The remaining unvested options and restrictedstock will vest if the officer is terminated without cause or he resigns forgood reason within one year following the change in control. The four executiveofficers may also be entitled to an additional tax gross-up payment for anyexcise tax imposed on “excess parachute payments” under Section 4999 of theInternal Revenue Code. See “—Potential Payments and Benefits Upon Terminationand Change in Control” for additional information.

 

**FutureCompensation**

 

On April 22, 2008, Sirtris entered into an Agreementand Plan of Merger (the “Merger Agreement”) with SmithKline BeechamCorporation, a Pennsylvania corporation (“SKB”), and Fountain Acquisition Corporation,a Delaware corporation and a wholly-owned subsidiary of SKB (the “Purchaser”),pursuant to which, among other things, the Purchaser has agreed to commence atender offer (the “Offer”) for all the outstanding shares of common stock ofSirtris at a purchase price of $22.50 per share, subject to the terms andconditions of the Merger Agreement. Provided that the tender offer results inSKB acquiring at least a majority of the outstanding shares of Sirtris’s commonstock, the consummation of the Offer will be followed by the merger of thePurchaser with and into Sirtris (the “Merger”), with Sirtris surviving as anindirect wholly-owned subsidiary of SKB and GlaxoSmithKline plc (“GSK”). 

 

The named executive officers have entered into letteragreements with GSK  (the “LetterAgreements”) and Dr. David Sinclair entered into a Research Advisory andConsulting Agreement with GSK (the “Research and Consulting Agreement”), whichare effective and contingent upon the consummation of the Merger. The Letter Agreementsand Research and Consulting Agreement will include details regarding salary andbonus, stock options, stock awards and health and welfare benefits. Furtherinformation relating to the compensation of the named executive officers andDr. David Sinclair in connection with the Merger will be disclosed in theCompany’s Schedule 14D-9 to be filed in connection with the tender offer.

 

**Conclusion**

 

Our compensation policies are designed to retain andmotivate our executive officers and to ultimately reward them for outstandingindividual and corporate performance.

 

**REPORT OF THE COMPENSATION COMMITTEE**

 

The Compensation Committee of our Board of Directorshas reviewed and discussed the compensation discussion and analysis required byItem 402(b) of Regulation S-K with our management. Based on this reviewand discussion, the Compensation Committee has recommended to the Board ofDirectors that the compensation discussion and analysis be included in our AnnualReport on Form 10-K/A.

 

COMPENSATION COMMITTEE

Stephen Hoffman

Paul Friedman

Richard Aldrich

 

**EXECUTIVE COMPENSATION**

 

**SummaryCompensation Table**

 

The following table shows the compensation paid oraccrued during the fiscal year ended December 31, 2007 to (1) ourChief Executive Officer, (2) our Chief Operating Officer and (3) ourtwo most highly compensated executive officers, other than our President andChief Executive Officer and our Chief Operating Officer.

 

| **Name and Principal  Position** | ** ** | **Year** | ** ** | **Salary($)** | ** ** | **Stock  awards($)(1)** | ** ** | **Options  awards($)(2)** | ** ** | **Non-Equity  incentive   plan compensation ($)** | ** ** | **All other  compensation($)** | ** ** | **Total($)** | ** ** |
|--------------------------------------------|------------|----------|------------|---------------|------------|-------------------------|------------|---------------------------|------------|-------------------------------------------------------------|------------|-------------------------------------|------------|--------------|------------|
|                                       |       |     |       |          |       |                    |       |                      |       |                                                        |       |                                |       |         | ** ** |
| Christoph Westphal,                        |       | 2007     |       | $             | 389,340    |                    | $          | 24,361                    | (3)        | $                                                           | 159,307    | (5)                                 | $          | 183,800      | (13)       | $ | 9,900 | (16) | $ | 766,708 | ** ** |
| M.D., Ph.D.                                |       |     |       |          |       |                    |       |                      |       |                                                        |       |                                |       |         | ** ** |
| President and Chief Executive              |       | 2006     |       | $             | 378,000    |                    | $          | 30,350                    | (4)        | $                                                           | 57,035     | (6)                                 | $          | 103,950      | (14)       | $ | 7,650 | (17) | $ | 576,985 | ** ** |
| Officer                                    |       |     |       |          |       |                    |       |                      |       |                                                        |       |                                |       |         | ** ** |
|                                       |       |     |       |          |       |                    |       |                      |       |                                                        |       |                                |       |         | ** ** |
| Garen Bohlin                               |       | 2007     |       | $             | 298,700    |                    | —     |                      | $          | 143,679                                                     | (7)        | $                                   | 93,100     | (13)         | $          | 9,900 | (18) | $ | 545,379 | ** ** |
| Chief Operating                            |       |     |       |          |       |                    |       |                      |       |                                                        |       |                                |       |         | ** ** |
| Officer                                    |       | 2006     |       | $             | 290,000    |                    | —     |                      | $          | 107,177                                                     | (8)        | $                                   | 58,000     | (14)         | $          | 9,903 | (19) | $ | 465,080 | ** ** |
|                                       |       |     |       |          |       |                    |       |                      |       |                                                        |       |                                |       |         | ** ** |
| Peter Elliott, Ph.D.                       |       | 2007     |       | $             | 297,413    |                    | —     |                      | $          | 28,627                                                      | (9)        | $                                   | 92,800     | (13)         | $          | 6,848 | (20) | $ | 425,688 | ** ** |
| Senior Vice President,                     |       |     |       |          |       |                    |       |                      |       |                                                        |       |                                |       |         | ** ** |
| Head of Development                        |       | 2006     |       | $             | 288,750    |                    | —     |                      | $          | 13,494                                                      | (10)       | $                                   | 77,750     | (14)         | $          | 6,957 | (21) | $ | 386,951 | ** ** |
|                                       |       |     |       |          |       |                    |       |                      |       |                                                        |       |                                |       |         | ** ** |
| Michael Jirousek,                          |       | 2007     |       | $             | 263,120    |                    | —     |                      | $          | 135,605                                                     | (11)       | $                                   | 82,200     | (13)         | $          | 9,289 | (22) | $ | 490,214 | ** ** |
| Ph.D.                                      |       |     |       |          |       |                    |       |                      |       |                                                        |       |                                |       |         | ** ** |
| Senior Vice President, Research            |       | 2006     |       | $             | 86,667     |                    | —     |                      | $          | 24,706                                                      | (12)       | $                                   | 140,000    | (15)         | $          | 19,737 | (23) | $ | 271,110 | ** ** |

 

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(1)   Amountreflects the compensation cost for the year ended December 31, 2007 of thenamed executive officer’s awards of restricted common stock, calculated inaccordance with SFAS 123(R). For purposes of this calculation, we havedisregarded the estimate of forfeitures related to service-based vestingconditions. There can be no assurance that the SFAS 123(R) amounts willever be realized by the executive. See notes 2 of “Notes to ConsolidatedFinancial Statements” in our Annual Report on Form 10-K filed with the SECon March 24, 2008 for a discussion of assumptions made by the Company indetermining the grant date fair value and compensation costs of our equityawards.

 

(2) Amount reflectsthe compensation cost for the year ended December 31, 2007 of the namedexecutive officer’s stock options, calculated in accordance with SFAS 123(R) andusing a Black-Scholes valuation model for 2006 and 2007 awards, using SFAS 123for 2005 awards and using APB No. 25 for awards prior to 2005. Forpurposes of this calculation, we have disregarded the estimate of forfeituresrelated to service-based vesting conditions. There can be no assurance that theaccounting compensation costs will ever be realized by the executive. See notes2 of “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-Kfiled with the SEC on March 24, 2008 for a discussion of assumptions madeby the Company in determining the grant date fair value and compensation costsof our stock option grants.

 

(3) Represents thecompensation expense incurred by us in fiscal year 2007 in connection with agrant of 380,952 shares of restricted common stock to Dr. Westphal on February 10,2005, calculated in accordance with Accounting Principles Board Opinion No. 25.

 

(4) Represents thecompensation expense incurred by us in fiscal year 2006 in connection with agrant of 380,952 shares of restricted common stock to Dr. Westphal on February10, 2005, calculated in accordance with Accounting Principles Board Opinion No.25.

 

(5) Consists of$5,075 and $154,232, representing the compensation expense in fiscal year 2007in connection with option grants to Dr. Westphal to purchase 268,707shares of common stock on July 27, 2005 and 355,219 shares of common stockon August 30, 2006.

 

(6) Consists of $5,061and $51,974, representing the compensation expense in fiscal year 2006 inconnection with option grants to Dr. Westphal to purchase 268,707 shares of commonstock on July 27, 2005 and 355,219 shares of common stock on August 30, 2006.

 

(7) Consists of$116,290 and $27,389, representing the compensation expense in fiscal year 2007in connection with option grants to Mr. Bohlin to purchase 285,714 sharesof common stock on February 28, 2006 and 42,858 shares of common stock on August 30,2006.

 

(8) Consists of $97,493and $9,685, representing the compensation expense in fiscal year 2006 inconnection with option grants to Mr. Bohlin to purchase 285,714 shares ofcommon stock on February 28, 2006 and 42,858 shares of common stock on August30, 2006.

 

(9) Consists of$4,883 and $23,744, representing the compensation expense in fiscal year 2007in connection with option grants to Dr. Elliott to purchase 257,143 sharesof common stock on September 20, 2005 and 57,143 shares of common stock onAugust 30, 2006.

 

(10) Consists of $5,493and $8,001, representing the compensation expense in fiscal year 2006 inconnection with option grants to Dr. Elliott to purchase 257,143 shares ofcommon stock on September 20, 2005 and 57,143 shares of common stock on August30, 2006.

 

(11) Consists of$71,231, $16,007 and $48,367, representing the compensation expense in fiscalyear 2007 in connection with option grants to Dr. Jirousek to purchase171,429 shares of common stock on August 30, 2006, 19,048 shares of commonstock on December 15, 2006 and 57,143 shares of common stock on February 12,2007.

 

(12) Consists of $24,004and $702, representing the compensation expense in fiscal year 2006 inconnection with option grants to Dr. Jirousek to purchase 171,429 shares ofcommon stock on August 30, 2006 and 19,048 shares of common stock on December15, 2006.

 

(13) Bonus amountsfor performance during the fiscal year ended December 31, 2007 wereapproved by the Board of Directors in January 2008 and were paid in January 2008.

 

(14) Bonus amounts forperformance during the fiscal year ended December 31, 2006 were approved by theboard of directors in December 2006 but were not paid until January 2007.

 

(15) Sign on bonus paidduring the fiscal year ended December 31, 2006.

 

(16) Represents $900life and disability  insurance premiumand $9,000 from our contribution to Dr. Westphal’s 401(k) plan.

 

(17) Represents $720group term life insurance premium and $6,930 from our contribution to Dr.Westphal’s 401(k) plan.

 

(18) Represents $900life and disability  insurance premiumand $9,000 from our contribution to Mr. Bohlin’s 401(k) plan.

 

(19) Represents $720group term life insurance premium and $9,183 from our contribution to Mr.Bohlin’s 401(k) plan.

 

(20) Represents $900 lifeand disability insurance premium and $5,948 from our contribution to Dr. Elliott’s401(k) plan.

 

(21) Represents $720group term life insurance premium and $6,237 from our contribution to Dr.Elliott’s 401(k) plan.

 

(22) Represents $518 lifeand disability insurance premium and $8,771 from our contribution to Dr. Jirousek’s401(k) plan.

 

(23) Represents $720group term life insurance premium, $12,000 in temporary housing allowance and$7,017 in tax reimbursement for temporary housing allowance.

 

 

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**Grantsof Plan-Based Awards**

 

Thefollowing table shows information regarding grants of equity awards during thefiscal year ended December 31, 2007 held by the executive officers namedin the Summary Compensation Table.

 
| **Name**                                                                | ** ** | **Grant date** | ** ** | **All other option awards:   number of securities  underlying  options granted (#)** | ** ** | **Exercise price of  option awards  ($/Share) (1)** | ** ** | **Grant date fair  value of option  awards ($) (2)** | ** ** |
|-------------------------------------------------------------------------|------------|---------------------|------------|------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------|------------|
|                                                                    |       |                |       |                                                                                                                         |       |                                                                    |       |                                                                               |       |
| Christoph  Westphal, M.D., Ph.D.  President and Chief Executive Officer |       | —              |       | —                                                                                                                       |       | —                                                                  |       | —                                                                             |       |
|                                                                    |       |                |       |                                                                                                                         |       |                                                                    |       |                                                                               |       |
| Garen Bohlin  Chief Operating Officer                                   |       | —              |       | —                                                                                                                       |       | —                                                                  |       | —                                                                             |       |
|                                                                    |       |                |       |                                                                                                                         |       |                                                                    |       |                                                                               |       |
| Peter Elliott,  Ph.D.  Senior Vice President,  Head of Development      |       | —              |       | —                                                                                                                       |       | —                                                                  |       | —                                                                             |       |
|                                                                    |       |                |       |                                                                                                                         |       |                                                                    |       |                                                                               |       |
| Michael  Jirousek, Ph.D.  Senior Vice President, Research               |       | 2/13/07             |       | 57,143                                                                                                                       |       | $                                                                       | 5.99       |                                                                               | $          | 226,401 |   |
|                                                                         |            |                     |            |                                                                                                                              |            |                                                                         |            |                                                                                    |            |  |  |

 

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(1) The exerciseprice of the option award is the closing market value of our common stock asreported on the NASDAQ Global Market on the date of the grant.

 

(2) The grant datefair value was calculated using the Black-Scholes option pricing model. Inmaking this calculation, we used the assumptions described in Note 2 — Summaryof Significant Accounting Policies — Stock-Based Compensation of the Notes tothe Consolidated Financial Statements included as part of our Annual Report on Form 10-Kfiled with the SEC on March 24, 2008 for the fiscal year ended December 31,2007, excluding assumptions related to forfeitures.

 

**FiscalYear 2007 Equity Awards**

 

All of the stock option awards disclosed in the Grantsof Plan-Based Awards Table were issued under our Plan. All options grantedprior to May 23, 2007 were granted with an exercise price per share equalto the fair market value of our common stock on the date of grant, asdetermined by our Board of Directors. All stock option awards granted on orafter May 23, 2007 were granted with an exercise price equal to theclosing market value of our common stock as reported on the NASDAQ GlobalMarket on the date of the grant.  Subjectto the terms of the Plan and the option agreements issued in connection withthese grants, all of these options granted to our executive officers in 2007vest as to 25% of the shares on the first anniversary of the grant date and asto an additional 6.25% of the shares on each quarterly anniversary thereafter.The vesting conditions for each of the executive officers’ stock option grantsinclude an alternate vesting schedule following a change of control (see “CompensationDiscussion and Analysis—Termination Based Compensation—Acceleration of vestingof equity-based awards”).

 

**EmploymentAgreements**

 

We have entered into employment agreements with eachof Christoph Westphal, M.D., Ph.D., our President and Chief Executive Officer,Garen Bohlin, our Chief Operating Officer, Peter Elliott, Ph.D., our SeniorVice President, Head of Development and Michael Jirousek, Ph.D., our SeniorVice President, Research. Termination for cause is defined in each of theseemployment agreements as: (i) the executive’s willful failure to perform,or gross negligence in the performance of, his duties and responsibilities tothe Company and its affiliates which is not remedied within thirty (30) days ofnotice thereof; (ii) material breach by the executive of any materialprovision of the employment agreement or any other agreement with the Companyor any of its affiliates which is not remedied within thirty (30) days ofnotice thereof; (iii) fraud, embezzlement or other dishonesty with respectto the Company and any of its affiliates, taken as a whole, which, in the caseof such other dishonesty, causes or could reasonably be expected to causematerial harm to the Company and any of its affiliates, taken as a whole; or (iv) hisconviction of a felony.  

 

If the executives are terminated for Cause orterminate their employment without Good Reason (as defined in their respectiveemployment agreements), the Company’s only obligation would be to pay anyunpaid salary and/or bonus and any vacation time accrued but not used as of thedate of termination.  In this case theCompany would also have the right to repurchase any unvested restricted sharesfrom Dr. Westphal at a price of $0.001 per share.  A change of control is defined in each ofthese employment agreements as: (i) the acquisition of beneficialownership (as defined in Rule 13d-3 under the Exchange Act) directly orindirectly by any “person” (as such term is used in Sections 13(d) and 14(d) ofthe Exchange Act), of securities of the Company representing a majority or moreof the combined voting power of the Company’s then outstanding securities,other than an acquisition of securities for investment purposes pursuant to abona fide financing of the Company; (ii) a merger or consolidation of theCompany with any other corporation in which the holders of the votingsecurities of the Company prior to the merger or consolidation do not own morethan 50% of the total voting securities of the surviving 

 

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corporation; or (iii) thesale or disposition by the Company of all or substantially all of the Company’sassets other than a sale or disposition of assets to an affiliate of theCompany or a holder of securities of the Company.

 

***Christoph Westphal, M.D., Ph.D., President and ChiefExecutive Officer***

 

Under Dr. Westphal’s amended and restatedemployment agreement, dated January 3, 2008, he serves as our Presidentand Chief Executive Officer. The Company also agreed that so long as Dr. Westphalcontinues to serve as our President and Chief Executive Officer, he will benominated by the Board of Directors for election as a director at each annualmeeting preceding which his term as director expires. Dr. Westphal’scurrent base salary is $450,000. This amount is subject to adjustment from timeto time at the discretion of the Board of Directors or the CompensationCommittee. As a condition of employment, Dr. Westphal entered into anon-competition/non-solicitation agreement pursuant to which he has agreed notto compete with Sirtris or to solicit customers or employees of Sirtris for aperiod of 12 months after the termination of his employment. If Dr. Westphal’semployment is terminated without cause, he terminates his employment for goodreason, he becomes permanently disabled, or upon his death, he will receive thefollowing severance benefits following his employment termination: (a) basesalary for a period of 12 months and a pro rata portion (for the period from January 1of that year to the date of termination) of the target cash bonus for the yearin which he is terminated; (b) vesting in 12 months’ worth of his thenunvested options and restricted stock which, by their terms, vest only based onthe passage of time (disregarding any acceleration of the vesting of suchoptions based on individual or Company performance); and (c) the premiumcost of participation in our medical and/or dental plans for 12 months, subjectto applicable law and plan terms.

 

In addition, upon consummation of a change of control,Dr. Westphal would become vested in 100% of his then unvested options andrestricted stock which, by their terms, vest only based on the passage of time(disregarding any acceleration of the vesting of such options based on individualor Company performance). If, within one year following a change of control, Dr. Westphalis terminated without cause or he terminates his employment for good reason, hewill receive a lump sum payment equal to the his then-current annual basesalary for a period of 18 months and a pro-rata portion (for the period from January 1of the year of termination through the date of termination) of the target cashbonus for the year in which he is terminated. Dr. Westphal will only beeligible to receive severance payments if he signs a general release of claims.Dr. Westphal may also be entitled to an additional tax gross-up paymentfor any excise tax imposed on “excess parachute payments” under Section 4999of the Internal Revenue Code.

 

Under Dr. Westphal’s employment agreement, *good reason* is defined as: (i) materialdiminution in the nature or scope of his responsibilities, duties or authority,provided that in the absence of a Change of Control neither of the followingshall constitute “Good Reason”: (x) the Company’s failure to continue hisappointment or election as a director or officer of any of its affiliates or (y) anydiminution in the nature or scope of his responsibilities, duties or authoritythat is reasonably related to a diminution of the business of the Company orany of its affiliates; (ii) any diminution in position, base salary orbonus or in the nature or scope of his responsibilities, duties or authority****in anticipation of or after a Change ofControl, it being specifically acknowledged that his failure to continue asChief Executive Officer of the Company and to serve on the Board of Directorsof the Company (and any parent company directly or indirectly owning orcontrolling 50% or more of the securities of the Company after the Change ofControl)  shall constitute “good reason”;(iii) a reduction in his base salary other than one temporary reduction ofnot more than 120 days and not in excess of 20% of the his base salary inconnection with and in proportion to a general reduction of the base salariesof the Company’s executive officers; (iv) failure of the Company toprovide him the salary or benefits in accordance with the employment agreementafter thirty (30) days’ notice during which the Company does not cure suchfailure; or (v) relocation of his office more than thirty-five (35) milesfrom the location of the Company’s principal offices as of January 1,2008.

 

***Garen Bohlin, Chief Operating Officer***

 

Under Mr. Bohlin’s amended and restatedemployment agreement, dated January 3, 2008, he serves as our ChiefOperating Officer. Mr. Bohlin’s current annual base salary is $330,000.This amount is subject to adjustment from time to time at the discretion of theBoard of Directors or the Compensation Committee. As a condition of employment,Mr. Bohlin has entered into a non-competition/non-solicitation agreementpursuant to which he has agreed not to compete with Sirtris or to solicitcustomers or employees of Sirtris for a period of 18 months after thetermination of his employment. If Mr. Bohlin’s employment is terminatedwithout cause, he terminates his employment for good reason, he becomespermanently disabled, or upon his death, he will receive the followingseverance benefits following his employment termination: (a) base salaryfor a period of 12 months and a pro rata portion (for the period from January 1of that year to the date of termination) of the target cash bonus for the yearin which he is terminated; (b) vesting in 12 months’ worth of his thenunvested options and restricted stock which, by their terms, vest only based onthe passage of time (disregarding any 

 

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acceleration of the vesting of such options based on individual orCompany performance); and (c) the premium cost of participation in ourmedical and/or dental plans for 12 months, subject to applicable law and planterms.

 

In addition, upon the consummation of a change ofcontrol, Mr. Bohlin would become vested in 25% of his then unvestedoptions and restricted stock which, by their terms, vest only based on thepassage of time (disregarding any acceleration of the vesting of such optionsbased on individual or Company performance). If, within one year following orin connection with a change of control, Mr. Bohlin is terminated withoutcause or he terminates his employment for good reason, he will receive (i) alump sum payment equal to 12 months of the then current base salary and apro-rata portion (for the period of January 1 through the date oftermination) of the target cash bonus paid for the year in which he isterminated and (ii) vesting of the remainder of his unvested options andrestricted stock (taking into account the amount he received upon theconsummation of the change of control). Mr. Bohlin will only be eligibleto receive severance payments if he signs a general release of claims. Mr. Bohlinmay also be entitled to an additional tax gross-up payment for any excise taximposed on “excess parachute payments” under Section 4999 of the InternalRevenue Code.

 

Under Mr. Bohlin’s employment agreement, *good reason* is defined as (i) materialdiminution in the nature or scope of his responsibilities, duties or authority,provided that in the absence of a Change of Control neither of the followingshall constitute “Good Reason”: (x) the Company’s failure to continue hisappointment or election as a director or officer of any of its affiliates nor (y) anydiminution in the nature or scope of his responsibilities, duties or authoritythat is reasonably related to a diminution of the business of the Company orany of its affiliates; (ii) a reduction in his base salary other than onetemporary reduction of not more than 120 days and not in excess of 20% of hisbase salary in connection with and in proportion to a general reduction of thebase salaries of the Company’s executive officers; (iii) failure of theCompany to provide him the salary or benefits in accordance with the employmentagreement after thirty (30) days’ notice during which the Company does not curesuch failure; or (iv) relocation of his office more than thirty-five (35)miles from the location of the Company’s principal offices as January 1,2008.

 

***Peter Elliott, Ph.D., Senior Vice President, Head ofDevelopment***

 

Under Dr. Elliott’s amended and restated employmentagreement, dated January 3, 2008, he serves as our Senior Vice President,Head of Development. Dr. Elliott’s current annual base salary is $322,500.This amount is subject to adjustment from time to time at the discretion of theBoard of Directors or the Compensation Committee. As a condition of employment,Dr. Elliott has entered into a non-competition/non-solicitation agreementpursuant to which he has agreed not to compete with Sirtris or to solicitcustomers or employees of Sirtris for a period of 18 months after thetermination of his employment. If Dr. Elliott’s employment is terminatedwithout cause, he terminates his employment for good reason, he becomespermanently disabled, or upon his death, he will receive the followingseverance benefits following his employment termination: (a) base salaryfor a period of 12 months and a pro rata portion (for the period from January 1of that year to the date of termination) of the target cash bonus for the yearin which he is terminated; (b) vesting in 12 months’ worth of his thenunvested options and restricted stock which, by their terms, vest only based onthe passage of time (disregarding any acceleration of the vesting of suchoptions based on individual or Company performance); and (c) the premiumcost of participation in our medical and/or dental plans for 12 months, subjectto applicable law and plan terms.

 

In addition, upon the consummation of a change ofcontrol, Dr. Elliott would become vested in 25% of his then unvestedoptions and restricted stock which, by their terms, vest only based on thepassage of time (disregarding any acceleration of the vesting of such optionsbased on individual or Company performance). If, within one year following orin connection with a change of control, Dr. Elliott is terminated withoutcause or he terminates his employment for good reason, he will receive (i) alump sum payment equal to 12 months of the then current base salary and apro-rata portion (for the period of January 1 through the date oftermination) of the target cash bonus for the year in which he is terminatedand (ii) vesting of the remainder of his then remaining unvested optionsand restricted stock (taking into account the amount he received upon theconsummation of the change of control). Dr. Elliott will only be eligibleto receive severance payments if he signs a general release of claims. Dr. Elliottmay also be entitled to an additional tax gross-up payment for any excise taximposed on “excess parachute payments” under Section 4999 of the InternalRevenue Code.

 

14

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Under Dr. Elliott’s employment agreement, *good reason* is defined as (i) materialdiminution in the nature or scope of his responsibilities, duties or authority,provided that in the absence of a Change of Control none of the following shallconstitute “Good Reason”: (x) the Company’s failure to continue hisappointment or election as a director or officer of any of its affiliates; (y) anydiminution in the nature or scope of his responsibilities, duties or authoritythat is reasonably related to a diminution of the business of the Company orany of its affiliates; or (z) the hiring of a head of Research andDevelopment for the Company other than the executive and any resultant changein his responsibilities, duties or authority reasonably related to such hire; (ii) areduction in his base salary other than one temporary reduction of not morethan 120 days and not in excess of 20% of his base salary in connection withand in proportion to a general reduction of the base salaries of the Company’sexecutive officers; (iii) failure of the Company to provide the executivethe salary or benefits in accordance with the employment agreement after thirty(30) days’ notice during which the Company does not cure such failure or (iv) relocationof his office more than thirty-five (35) miles from the location of the Company’sprincipal offices as of January 1, 2008.

 

***Michael Jirousek, Ph.D., Senior Vice President, Research***

 

Under Dr. Jirousek’s amended and restatedemployment agreement, dated January 3, 2008, he serves as our Senior VicePresident, Research. Dr. Jirousek’s current annual base salary is$290,000. This amount is subject to adjustment from time to time at thediscretion of the Board of Directors or the Compensation Committee. As acondition of employment, Dr. Jirousek has entered into anon-competition/non-solicitation agreement pursuant to which he has agreed notto compete with Sirtris or to solicit customers or employees of Sirtris for aperiod of 18 months after the termination of his employment. If Dr. Jirousek’semployment is terminated without cause, he terminates his employment for goodreason, he becomes permanently disabled, or upon his death, he will receive thefollowing severance benefits following his employment termination: (a) basesalary for a period of 12 months and a pro rata portion (for the period from January 1of that year to the date of termination) of the target cash bonus for the yearin which he is terminated; (b) vesting in 12 months’ worth of his thenunvested options and restricted stock which, by their terms, vest only based onthe passage of time (disregarding any acceleration of the vesting of suchoptions based on individual or Company performance); and (c) the premiumcost of participation in our medical and/or dental plans for 12 months, subjectto applicable law and plan terms.

 

In addition, upon the consummation of a change ofcontrol, Dr. Jirousek would become vested in 25% of his then unvestedoptions and restricted stock which, by their terms, vest only based on thepassage of time (disregarding any acceleration of the vesting of such optionsbased on individual or Company performance). If, within one year following orin connection with a change of control, Dr. Jirousek is terminated withoutcause or he terminates his employment for good reason, he will receive (i) alump sum payment equal to 12 months of the then current base salary and apro-rata portion (for the period of January 1 through the date oftermination) of the target cash bonus for the year in which he is terminatedand (ii) vesting of the remainder of his then remaining unvested optionsand restricted stock (taking into account the amount he received upon theconsummation of the change of control). Dr. Jirousek will only be eligibleto receive severance payments if he signs a general release of claims. Dr. Jirousekmay also be entitled to an additional tax gross-up payment for any excise taximposed on “excess parachute payments” under Section 4999 of the InternalRevenue Code.

 

Under Dr. Jirousek’s employment agreement, *good reason* is defined as (i) materialdiminution in the nature or scope of his responsibilities, duties or authority,provided that neither of the following shall constitute “Good Reason”: (x) theCompany’s failure to continue his appointment or election as a director orofficer of any of its affiliates nor (y) any diminution in the nature orscope of his responsibilities, duties or authority that is reasonably relatedto a diminution of the business of the Company or any of its affiliates, otherthan any such diminution resulting from the sale or transfer of any or all ofthe assets of the Company or any of its affiliates;****(ii) a reduction in his base salary other than onetemporary reduction of not more than 120 days and not in excess of 20% of hisbase salary in connection with and in proportion to a general reduction of thebase salaries of the Company’s executive officers; (iii) failure of theCompany to provide the executive the salary or benefits in accordance with theemployment agreement after thirty (30) days’ notice during which the Companydoes not cure such failure; or (iv) relocation of his office more thanthirty-five (35) miles from the location of the Company’s principal offices asof January 1, 2008.

 

**CompensationElements of the Proposed SKB Transaction**

 

GSK entered into separate Letter Agreements with thenamed executive officers and a Research and Consulting Agreement with Dr. DavidSinclair. The Letter Agreements, which are effective and contingent upon theconsummation of the Merger, contain terms relating to the employment of theexecutive officers following the effective time of the Merger. The Research andConsulting Agreement, which is effective and contingent upon the consummationof the Merger, contain terms regarding Dr. Sinclair’s compensation followingthe effective time of the Merger. Further information relating to thecompensation of the named executive officers and Dr. David Sinclair in connectionwith the Merger will be disclosed in the Company’s Schedule 14D-9 to befiled in connection with the tender offer.

 

**Severanceand Change in Control Arrangements**

 

See “Employment Agreements” above for a description ofthe severance and change in control arrangements for Drs. Westphal,Elliott and Jirousek and Mr. Bohlin.

 

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The Compensation Committee of our Board of Directors,as plan administrator of our Amended and Restated 2004 Incentive Plan, may providefor the assumption or substitution of some or all outstanding awards by theacquiror or survivor in the event of a covered transaction, in which there isan acquiring or surviving entity. In the absence of an assumption orsubstitution, each stock option will become fully exercisable prior to thecovered transaction on a basis that gives the holder of the stock option areasonable opportunity as determined by the Compensation Committee, toparticipate as a stockholder in the covered transaction following exercise, andthe stock option will terminate upon consummation of the covered transaction.In the case of restricted stock, the Compensation Committee may require thatany amounts delivered, exchanged or otherwise paid in respect of such stock inconnection with the covered transaction be placed in escrow or otherwise madesubject to such restrictions as the Board of Directors deems appropriate.

 

Immediately upon termination of employment of anemployee, the unvested portion of any stock option will terminate and thebalance, to the extent exercisable, will remain exercisable for the lesser of (i) aperiod of three months or (ii) the period ending on the latest date onwhich such stock option could have been exercised without regard to thisprovision. The plan provides exceptions for the vesting of options upon anindividual’s death or if the Compensation Committee determines that thetermination of employment resulted for reasons that cast discredit on theindividual.

 

# ***PotentialPayments and Benefits Upon Termination and Change in Control***

# ** **

The following tables present estimates of the amountsthat would have been payable to each named executive officer under our newemployment agreements upon the occurrence of certain triggering events as ofthe end of our last fiscal year ended December 31, 2007 (assuming the newagreements, each dated January 3, 2008, had been in effect on such date).  The closing price of the Company’s stock onthe NASDAQ Global Market as of December 31, 2007, was $13.69, which wasused as the value of the Company’s stock in the change in control. The value ofthe option vesting acceleration was calculated by multiplying the number ofunvested option shares subject to vesting acceleration as of December 31,2007 by the difference between the closing price of the Company’s stock as of December 31,2007 and the exercise price for such unvested option shares. The value of therestricted stock vesting acceleration was calculated by multiplying the numberof unvested shares of restricted stock subject to vesting acceleration as of December 31,2007 by the closing price of the Company’s stock as of December 31, 2007.

 

***Christoph Westphal, M.D., Ph.D., President and ChiefExecutive Officer***

 

The following table describes the potential paymentsand benefits upon employment termination for Christoph Westphal, our Presidentand Chief Executive Officer, as if his employment terminated as of December 31,2007, the last business day of our last fiscal year (assuming his newemployment agreement, dated January 3, 2008, was in effect on such date).

 
| ** **                                 | ** ** | **Termination**   | ** ** | ** **         | ** ** | **Termination not**     | ** ** |
|--------------------------------------------|------------|-------------------|------------|--------------------|------------|------------------------------|------------|
| ** **                                 | ** ** | **not for**  | ** ** | ** **         | ** ** | **for cause or**   | ** ** |
| ** **                                 | ** ** | **cause,**        | ** ** | ** **         | ** ** | **resignation for**     | ** ** |
| ** **                                 | ** ** | **resignation**   | ** ** | **Upon**           | ** ** | **good reason in** | ** ** |
| ** **                                 | ** ** | **for good** | ** ** | **consummation**   | ** ** | **connection with**     | ** ** |
| ** **                                 | ** ** | **reason,**       | ** ** | **of a**      | ** ** | **or following a** | ** ** |
| ** **                                 | ** ** | **death or** | ** ** | **change in** | ** ** | **change**                   | ** ** |
| ** **                                 | ** ** | **disability**    | ** ** | **control**        | ** ** | **of control**          | ** ** |
| Base salary and  Bonus                     |       | $                 | 720,000    | (1)                | $          | —                       |       | $ | 945,000 | (7) |
| Benefits                                   |       | $                 | 33,589     | (2)                | $          | —                       |       | $ | 33,589 | (2) |
| Number of Stock  Options                   |       | 143,421           | (3)        | 393,175            | (5)        | —                       |       |
| Value                                      |       | $                 | 1,851,351  |               | $          | 5,030,014                    |       | $ | — |   |
| Number of Shares  of Vested Stock Received |       | 76,190            | (4)        | 76,190             | (6)        | —                       |       |
| Value                                      |       | $                 | 1,042,279  |               | $          | 1,042,279                    |       | $ | — |   |
| Tax Gross Up  Payment                      |       |              |       |               |       | 727,790                      | (8)        |
| Total                                      |       | $                 | 3,647,219  |               | $          | 6,072,293                    |       | $ | 1,706,379 |   |

 

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(1) Last monthly basesalary prior to the termination for a period of 12 months following the date oftermination plus the pro rata portion of his bonus from the period of January1, 2007 to December 31, 2007.

 

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(2) Payment of premiumcost of participation in our health and/or dental insurance plans for 12 monthsand 10 vacation days available to Dr. Westphal at December 31, 2007.

 

(3) Acceleration of 12months’ worth of Dr. Westphal’s then unvested options. 

 

(4) Acceleration of 12months’ worth of Dr. Westphal’s then unvested restricted stock. 

 

(5) Acceleration of 100%of Dr. Westphal’s then unvested options. 

 

(6) Acceleration of 100%of Dr. Wespthal’s then unvested restricted stock.

 

(7) Last monthly basesalary prior to the termination for a period of 18 months following the date oftermination plus the pro rata portion of his bonus from the period of January1, 2007 to December 31, 2007.

 

(8) The estimatedgross-up amount shown above reflects the terms of the employment agreemententered into between Christoph Westphal and the Company, dated January 3, 2008but is otherwise based on relevant entitlements in effect on December 31, 2007and assumes a cash-out of Dr. Westphal’s equity awards in the change incontrol.

 

***Garen Bohlin, Chief Operating Officer***

 

The following table describes the potential paymentsand benefits upon employment termination for Garen Bohlin, the Company’s ChiefOperating Officer, as if his employment terminated as of December 31,2007, the last business day of our last fiscal year (assuming his newemployment agreement, dated January 3, 2008, was in effect on such date).

 
| ** **               | ** ** | ** **                                        | ** ** | ** **            | ** ** | **Termination not for cause or** | ** ** |
|--------------------------|------------|---------------------------------------------------|------------|-----------------------|------------|------------------------------------------------------|------------|
| ** **               | ** ** | **Termination not for**                 | ** ** | ** **            | ** ** | **resignation for good reason**       | ** ** |
| ** **               | ** ** | **cause, resignation**                       | ** ** | **Upon consummation** | ** ** | **in connection with**                     | ** ** |
| ** **               | ** ** | **for good reason, death or** | ** ** | **of a change**       | ** ** | **or following a change**             | ** ** |
| ** **               | ** ** | **disability**                                    | ** ** | **in control**        | ** ** | **of control**                                  | ** ** |
| Base salary and  Bonus   |       | $                                                 | 462,000    | (1)                   | $          | —                                               |       | $ | 462,000 | (1) |
| Benefits                 |       | $                                                 | 20,949     | (2)                   | $          | —                                               |       | $ | 20,949 | (2) |
| Number of Stock  Options |       | 82,144                                            | (3)        | 47,546                | (4)        | 190,181                                              | (5)        |
| Value                    |       | $                                                 | 1,056,336  |                  | $          | 611,060                                              |       | $ | 2,444,200 |   |
| Tax Gross Up  Payment    |       |                                              |       |                  |       | 291,366                                              | (6)        |
| Total                    |       | $                                                 | 1,539,285  |                  | $          | 611,060                                              |       | $ | 3,218,515 |   |
|                          |            |                                                   |            |                       |            |                                                      |            |  |  |  |  |

 

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(1) Last monthlybase salary prior to the termination for a period of 12 months following thedate of termination plus the pro rata portion of his bonus from the period of January 1,2007 to December 31, 2007.

 

(2) Payment ofpremium cost of participation in our health and/or dental insurance plans for12 months and 8 vacation days available to Mr. Bohlin at December 31,2007.

 

(3) Acceleration of12 months’ worth of Mr. Bohlin’s then unvested options.

 

(4) Acceleration of 25%of Mr. Bohlin’s then unvested options.

 

(5) Acceleration of 100%of Mr. Bohlin’s then unvested options.

 

(6) The estimatedgross-up amount shown above reflects the terms of the employment agreemententered into between Garen Bohlin and the Company, dated January 3, 2008 but isotherwise based on relevant entitlements in effect on December 31, 2007 andassumes a cash-out of Mr. Bohlin’s equity awards in the change in control.

 

***Peter Elliott, Ph.D., Senior Vice President, Head ofDevelopment***

 

The following table describes the potential paymentsand benefits upon employment termination for Peter Elliott, the Company’sSenior Vice President, Head of Development, as if his employment terminated asof December 31, 2007, the last business day of our last fiscal year(assuming his new employment agreement, dated January 3, 2008, was in effect onsuch date).

 

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| ** **               | ** ** | ** **                                        | ** ** | ** **               | ** ** | **Termination not for cause or** | ** ** |
|--------------------------|------------|---------------------------------------------------|------------|--------------------------|------------|------------------------------------------------------|------------|
| ** **               | ** ** | **Termination not for**                 | ** ** | ** **               | ** ** | **resignation for good reason**       | ** ** |
| ** **               | ** ** | **cause, resignation**                       | ** ** | ** **               | ** ** | **in connection with**                     | ** ** |
| ** **               | ** ** | **for good reason, death or** | ** ** | **Upon consummation of** | ** ** | **or following a change**             | ** ** |
| ** **               | ** ** | **disability**                                    | ** ** | **a change in control**  | ** ** | **of control**                                  | ** ** |
| Base salary and  Bonus   |       | $                                                 | 435,375    | (1)                      | $          | —                                               |       | $ | 435,375 | (1) |
| Benefits                 |       | $                                                 | 24,013     | (2)                      | $          | —                                               |       | $ | 24,013 | (2) |
| Number of Stock  Options |       | 73,810                                            | (3)        | 35,864                   | (4)        | 143,454                                              | (5)        |
| Value                    |       | $                                                 | 969,744    |                     | $          | 469,236                                              |       | $ | 1,876,919 |   |
| Total                    |       | $                                                 | 1,429,132  |                     | $          | 469,236                                              |       | $ | 2,336,307 |   |
|                          |            |                                                   |            |                          |            |                                                      |            |  |  |  |  |

 

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(1) Last monthlybase salary prior to the termination for a period of 12 months following thedate of termination plus the pro rata portion of his bonus from the period of January 1,2007 to December 31, 2007.

 

(2) Payment ofpremium cost of participation in our health and/or dental insurance plans for12 months and 10 vacation days available to Dr. Elliott at December 31,2007.

 

(3) Acceleration of12 months’ worth of Dr. Elliott’s then unvested options.

 

(4) Acceleration of 25%of  Dr. Elliott’s then unvestedoptions.

 

(5) Acceleration of 100%of Dr. Elliott’s then unvested options.

 

***Michael Jirousek, Ph.D., Senior Vice President, Research***

 

The following table describes the potential paymentsand benefits upon employment termination for Michael Jirousek, the Company’sSenior Vice President, Research, as if his employment terminated as of December 31,2007, the last business day of our last fiscal year (assuming his newemployment agreement, dated January 3, 2008, was in effect on such date).

 
| ** **               | ** ** | ** **                                        | ** ** | ** **               | ** ** | **Termination not for cause or** | ** ** |
|--------------------------|------------|---------------------------------------------------|------------|--------------------------|------------|------------------------------------------------------|------------|
| ** **               | ** ** | **Termination not for**                 | ** ** | ** **               | ** ** | **resignation for good reason**       | ** ** |
| ** **               | ** ** | **cause, resignation**                       | ** ** | ** **               | ** ** | **in connection with**                     | ** ** |
| ** **               | ** ** | **for good reason, death or** | ** ** | **Upon consummation of** | ** ** | **or following a change**             | ** ** |
| ** **               | ** ** | **disability**                                    | ** ** | **a change in control**  | ** ** | **of control**                                  | ** ** |
| Base salary and  Bonus   |       | $                                                 | 391,500    | (1)                      | $          | —                                               |       | $ | 391,500 | (1) |
| Benefits                 |       | $                                                 | 21,266     | (2)                      | $          | —                                               |       | $ | 21,266 | (2) |
| Number of Stock  Options |       | 72,618                                            | (3)        | 47,323                   | (4)        | 189,287                                              | (5)        |
| Value                    |       | $                                                 | 782,253    |                     | $          | 518,615                                              |       | $ | 2,074,408 |   |
| Total                    |       | $                                                 | 1,195,019  |                     | $          | 518,615                                              |       | $ | 2,487,174 |   |
|                          |            |                                                   |            |                          |            |                                                      |            |  |  |  |  |

 

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(1) Last monthlybase salary prior to the termination for a period of 12 months following thedate of termination plus the pro rata portion of his bonus from the period of January 1,2007 to December 31, 2007.

 

(2) Payment ofpremium cost of participation in our health and/or dental insurance plans for12 months and 17 vacation days available to Dr. Jirousek at December 31,2007.

 

(3) Acceleration of12 months’ worth of Dr. Jirousek’s then unvested options.

 

(4) Acceleration of 25%of Dr. Jirousek’s then unvested options.

 

(5) Acceleration of 100%of Dr. Jirousek’s then unvested options.

 

**OutstandingEquity Awards at Fiscal Year-End**

 

The following table shows grants of stock options andgrants of unvested stock awards outstanding on December 31, 2007, the lastday of our fiscal year, to each of the executive officers named in the SummaryCompensation Table.

 

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| ** **                            | ** ** | **Option awards** | ** ** | **Stock awards**  | ** ** |
|---------------------------------------|------------|-------------------|------------|-------------------|------------|
| ** **                            | ** ** | **Number of**     | ** ** | **Number of**     | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                            | ** ** | **securities**    | ** ** | **securities**    | ** ** | ** ** | ** ** | ** ** | ** ** | **Number of** | ** ** | **Market value** | ** ** |
| ** **                            | ** ** | **underlying**    | ** ** | **underlying**    | ** ** | ** ** | ** ** | ** ** | ** ** | **shares or** | ** ** | **of shares of** | ** ** |
| ** **                            | ** ** | **unexercised**   | ** ** | **unexercised**   | ** ** | **Exercise** | ** ** | ** ** | ** ** | **units of stock** | ** ** | **units that** | ** ** |
| ** **                            | ** ** | **options (#)**   | ** ** | **options (#)**   | ** ** | **price** | ** ** | **Expiration** | ** ** | **that have not** | ** ** | **have not** | ** ** |
| **Name**                              | ** ** | **exercisable**   | ** ** | **unexercisable** | ** ** | **($/Share)** | ** ** | **date** | ** ** | **vested (#)** | ** ** | **vested ($)(1)** | ** ** |
|                                  |       |              |       |              |       |   |   |   |   |   |   |   |   |
| Christoph Westphal,  M.D., Ph.D. |       | 67,176            |       | 117,560           | (2)        | $ | 0.42 |   | 7/15/2015 |   | 76,190 | (11) | 1,043,041 |   |
| President and Chief Executive Officer |       | 79,604            |       | 275,615           | (3)        | $ | 1.10 |   | 8/30/2016 |   |   |   |   |   |
|                                  |       |              |       |              |       |   |   |   |   |   |   |   |   |
| Garen Bohlin,                         |       | 124,999           |       | 160,715           | (4)        | $ | 0.79 |   | 2/28/2016 |   |   |   |   |   |
| Chief Operating  Officer              |       | 13,392            |       | 29,466            | (5)        | $ | 1.10 |   | 8/30/2016 |   |   |   |   |   |
|                                  |       |              |       |              |       |   |   |   |   |   |   |   |   |
| Peter Elliott,  Ph.D.,                |       | 59,523            |       | 104,167           | (6)        | $ | 0.42 |   | 9/20/2015 |   |   |   |   |   |
| Senior Vice  President,               |       | 17,856            |       | 39,287            | (7)        | $ | 1.10 |   | 8/30/2016 |   |   |   |   |   |
| Head of  Development                  |       |              |       |              |       |   |   |   |   |   |   |   |   |
|                                  |       |              |       |              |       |   |   |   |   |   |   |   |   |
| Michael  Jirousek, Ph.D.,             |       | 53,571            |       | 117,858           | (8)        | $ | 1.10 |   | 8/30/2016 |   |   |   |   |   |
| Senior Vice  President,               |       | 4,762             |       | 14,286            | (9)        | $ | 3.15 |   | 12/15/2016 |   |   |   |   |   |
| Research                              |       | —            |       | 57,143            | (10)       | $ | 5.99 |   | 2/13/2017 |   |   |   |   |   |

 

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(1) The market valueof the stock award is determined by multiplying the number of shares times$13.69, the closing price of our common stock on December 31, 2007.

 

(2) The option vestsas to 25% of the shares on July 27, 2006 and as to an additional 6.25% ofthe shares on each of the next 12 quarterly anniversary dates thereafter.

 

(3) The option vestsas to 17.93% of the shares on August 30, 2007, approximately 4.5% of theshares on each of the next 4 quarterly anniversary dates thereafter until August 30,2008, approximately 8% of the shares on each of the next 4 quarterlyanniversary dates thereafter until August 30, 2009, and approximately 8%of the shares on each of the next 4 quarterly anniversary dates thereafteruntil August 30, 2010.

 

(4) The option vestsas to 25% of the shares on January 1, 2007 and as to an additional 6.25%of the shares on each of the next 12 quarterly anniversary dates thereafter.

 

(5) The option vestsas to 25% of the shares on August 30, 2007 and as to an additional 6.25%of the shares on each of the next 12 quarterly anniversary dates thereafter.

 

(6) The option vestsas to 25% of the shares on September 20, 2006 and as to an additional6.25% of the shares on each of the next 12 quarterly anniversary datesthereafter.

 

(7) The option vestsas to 25% of the shares on August 30, 2007 and as to an additional 6.25%of the shares on each of the next 12 quarterly anniversary dates thereafter.

 

(8) The option vestsas to 25% of the shares on August 30, 2007 and as to an additional 6.25%of the shares on each of the next 12 quarterly anniversary dates thereafter.

 

(9) The option vestsas to 25% of the shares on December 15, 2007 and as to an additional 6.25%of the shares on each of the next 12 quarterly anniversary dates thereafter.

 

19

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(10) The optionvests as to 25% of the shares on December 15, 2007 and as to an additional6.25% of the shares on each of the next 12 quarterly anniversary dates thereafter.

 

(11) The stock awardvests as to 25% on February 13, 2008 and as to an additional 6.25% of theshares on each of the next 12 quarterly anniversary dates thereafter.

 

**OptionExercises and Stock Vested**

 

The following table presents certain informationconcerning the exercise of options and the vesting of shares of restrictedstock held by named executive officers during the fiscal year ended December 31,2007.

 
| ** **                                                              | ** ** | **Option Awards**                                              | ** ** | **Stock Awards**                              | ** ** |
|-------------------------------------------------------------------------|------------|---------------------------------------------------------------------|------------|----------------------------------------------------|------------|
| **Name**                                                                | ** ** | **Number of Shares  Acquired on Exercise  (#)** | ** ** | **Value Realized on  Exercise ($)** | ** ** | **Number of Shares  Acquired on Vesting  (#)** | ** ** | **Value Realized on  Vesting ($)** | ** ** |
| Christoph  Westphal, M.D., Ph.D.  President and Chief Executive Officer |       | 83,971                                                              |       | 885,054                                            |       | 76,190 |   | 1,043,041 |   |

 

**PensionBenefits**

 

We do not have any qualified or non-qualified definedbenefit plans.

 

**NonqualifiedDefined Contribution Plan**

 

We do not have any nonqualified defined contributionplans.

 

**DIRECTOR COMPENSATION**

 

We provide cash compensation to our directors fortheir services as members of the Board of Directors and Board committees aswell as for attendance at Board of Directors or committee meetings. Also, ourdirectors are reimbursed for reasonable travel and other expenses incurred inconnection with attending meetings of the Board and its committees. Under ourPlan, directors are eligible to receive stock option grants at the discretionof the Compensation Committee and restricted stock awards.

 

The following table sets forth a summary of thecompensation earned by our directors and/or paid to certain of our directorspursuant to certain agreements we have with them in 2007, other than Dr. Westphal.

 
| **Name**                      | ** ** | **Fees Earned  or Paid in  Cash ($)** | ** ** | **Option Awards  ($)(1)** | ** ** | **All other  compensation  ($)** | ** ** | **Total ($)** | ** ** |
|-------------------------------|------------|-----------------------------------------------------------|------------|--------------------------------|------------|---------------------------------------|------------|--------------------|------------|
| Richard Aldrich               |       | $                                                         | 17,549     |                           | $          | 25,669                                | (5)        | $                  | —     |   | $ | 43,218 |   |
| Jeffrey Capello               |       | $                                                         | —     |                           | $          | —                                |       | $                  | —     |   | $ | — |   |
| John Clarke                   |       | $                                                         | 13,791     |                           | $          | 24,469                                | (6)        | $                  | —     |   | $ | 38,260 |   |
| Alan Crane (1)                |       | $                                                         | 11,033     |                           | $          | 24,469                                | (6)        | $                  | —     |   | $ | 35,502 |   |
| John Freund,  M.D. (2)        |       | $                                                         | 16,549     |                           | $          | 24,469                                | (6)        | $                  | —     |   | $ | 41,018 |   |
| Stephen Hoffman,  Ph.D., M.D. |       | $                                                         | 17,549     |                           | $          | 24,469                                | (6)        | $                  | —     |   | $ | 42,018 |   |
| Wilfred Jaeger,  M.D. (3)     |       | $                                                         | —     |                           | $          | 2,477                                 | (7)        | $                  | —     |   | $ | 2,477 |   |
| Stephen Kraus  (4)            |       | $                                                         | —     |                           | $          | 2,477                                 | (7)        | $                  | —     |   | $ | 2,477 |   |
| Richard Pops                  |       | $                                                         | 14,791     |                           | $          | 25,669                                | (8)        | $                  | —     |   | $ | 40,460 |   |
| Paul Schimmel,  Ph.D.         |       | $                                                         | 25,291     |                           | $          | 24,862                                | (9)        | $                  | —     |   | $ | 50,153 |   |
| David Sinclair,  Ph.D.        |       | $                                                         | 137,500    |                           | $          | 942,438                               | (10)       | $                  | —     |   | $ | 1,079,938 |   |

 

20

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----

(1) Mr. Craneresigned from our Board of Directors effective January 2, 2008.

 

(2) Dr. Freundresigned from our Board of Directors effective January 2, 2008.

 

(3) Dr. Jaegerresigned from our Board of Directors concurrently with the completion of ourinitial public offering.

 

(4) Mr. Krausresigned from our Board of Directors concurrently with the completion of ourinitial public offering.

 

(5) As of December 31,2007, Mr. Aldrich held options to purchase an aggregate of 62,143 sharesof our common stock, 12,499 shares of which were vested as of December 31,2007.

 

(6) As of December 31,2007, Mr. Clarke, Dr. Freund and Dr. Hoffman each held optionsto purchase an aggregate of 22,857 shares of our common stock, none of whichwere vested as of December 31, 2007.

 

(7) As of December 31,2007, Dr. Jaeger and Mr Kraus did not hold any options to purchase sharesof our common stock.

 

(8) As of December 31,2007, Mr. Pops held options to purchase an aggregate of 89,524 shares ofour common stock, 39,880 shares of which were vested as of December 31,2007.

 

(9) As of December 31,2007, Dr. Schimmel held options to purchase an aggregate of 43,691 sharesof our common stock, no shares of which were vested as of December 31,2007.

 

(10) As of December 31,2007, Dr. Sinclair held options to purchase an aggregate of 920,907 sharesof our common stock, 451,542 shares of which were vested as of December 31,2007.

 

**DirectorCompensation Policy**

 

Upon completion of our initial public offering, weinstituted a Director Compensation Policy which outlines how members of theBoard of Directors are compensated for his or her services. Each non-employeedirector received an option to purchase 22,857 shares of our common stock uponhis or her initial appointment to our Board of Directors. These options vest asto one third of such grant on each of the first three anniversaries of thegrant date, subject to the non-employee director’s continued service as adirector. Each non-employee director stock option will terminate on the earlierof ten years from the date of grant and twelve months after the recipientceases to serve as a director. The exercise price of these options is equal tothe closing market value of our common stock as reported on the NASDAQ GlobalMarket on the date of the grant.

 

Under this policy each non-employee director iscompensated on an annual basis for providing services to us. Each non-employeedirector receives cash compensation as follows:

 

·$20,000cash paid in quarterly installments;

 

·$2,000per Board meeting attended in person;

 

·$600per Board meeting attended telephonically;

 

·$5,000cash paid in quarterly installments for membership on the Compensation, Audit,or Nominating and Governance Committee; and

 

·$1,000for each committee meeting attended.

 

In addition, each of these directors is eligible toreceive an annual grant of options to purchase 15,238 shares of common stock,and these options will vest upon each director’s re-election to the Board orupon the conclusion of our annual meeting that follows the grant. Thechairperson of each of the Compensation Committee, Audit Committee andNominating and Governance Committee of the Board each received an additionalannual grant of options to purchase 5,714 shares of common stock, and, if theBoard appointed a Board chairperson or lead director, the director serving inthat capacity would receive an additional annual grant of options to purchase7,619 shares of common stock.

 

21

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**ScientificAdvisory Board Arrangement with Dr. Paul Schimmel**

 

We have an informal arrangement with Dr. Schimmelpursuant to which Dr. Schimmel provides consulting services for 3/4th of aday per month. We agreed to pay Dr. Schimmel $18,000 per year in monthlyinstallments of $1,500, for providing scientific advisory board services and toreimburse his reasonable and necessary expenses incurred in performing servicesfor us. Dr. Schimmel was issued 76,191 shares of restricted stock in August 2004.The vesting schedule is as follows: 25% of the shares on the date of issuanceand the remainder of the shares in equal installments over the next 48 months.During 2007, Dr. Schimmel was paid $18,000 per this Scientific AdvisoryBoard Arrangement. The arrangement may be terminated by either party at anytime by giving notice to the other. Dr. Schimmel has not signed ourstandard form of confidentiality, non-competition and proprietary informationagreement.

 

**ConsultingAgreement with Dr. David Sinclair**

 

In May 2004, we entered into a consultingagreement with Dr. Sinclair pursuant to which Dr. Sinclair providesconsulting services for 20% of his time. Under the agreement, we agreed to pay Dr. Sinclair$36,000 per year payable in monthly installments. Pursuant to the agreement, Dr. Sinclairagreed not to provide consulting services or enter into consulting agreementswith any third parties without our prior written consent. In April 2005,the agreement was amended to increase his compensation to $150,000 per year.Under these agreements, Dr. Sinclair was paid $150,000 in 2007. The 2005agreement had an initial term of one year and expired on February 28,2006. It provided for extensions upon mutual agreement between him and us. In early2006, both parties agreed to extend the agreement until February 28, 2007,in early 2007, both parties agreed to extend the agreement until February 29,2008 and in early 2008, both parties agreed to extend the agreement until February 28,2009. This agreement may be terminated by either party at any time, with orwithout cause, upon 60 days advance written notice to the other party. Dr. Sinclairhas signed our non-solicitation, non-disclosure and proprietary informationassignment agreement in which he has agreed not to compete with us or tosolicit our customers or employees for a period of 18 months after thetermination of his agreement.

 

**CompensationCommittee Interlocks and Insider Participation**

 

None of our executive officers serves as a member ofthe Board of Directors or Compensation Committee, or other committee serving anequivalent function, of any other entity that has one or more of its executiveofficers serving as a member of our Board of Directors or Compensation Committee.None of the current members of our Compensation Committee has ever been ouremployee.

 

22

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**Item12.  Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters**

 

The following sets forth information as of April 14,2008 with respect to the beneficial ownership of our common stock, (i) byeach person known to us to own beneficially more than five percent of ouroutstanding common stock, (ii) by each executive officer and each currentdirector, and (iii) by all officers and directors as a group.

 

Beneficial ownership is determined in accordance withthe rules of the Securities and Exchange Commission and includes voting orinvestment power with respect to the securities. Shares of common stock thatmay be acquired by an individual or group within 60 days of April 14,2008, pursuant to the exercise of options or warrants, are deemed to beoutstanding for the purpose of computing the percentage ownership of suchindividual or group, but are not deemed to be outstanding for the purpose ofcomputing the percentage ownership of any other person shown in the table. Percentageof ownership is based on 29,265,413 shares of common stock outstanding on April 14,2008.

 

Except as indicated in footnotes to this table, webelieve that the stockholders named in this table have sole voting andinvestment power with respect to all shares of common stock shown to bebeneficially owned by them, based on information provided to us by suchstockholders.

 
| **Name and address of beneficial owner****       | ** ** | **Number of shares  of common stock  beneficially owned** | ** ** | **Percentage of  shares beneficially  owned** | ** ** |
|---------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------|------------|---------------------------------------------------------|------------|
| ** **                                                                | ** ** | ** **                                                                         | ** ** | ** **                                              | ** ** |
| **5%  Stockholders**                                                      |       |                                                                               |       |                                                    |       |
| FMR, L.L.C.(1)                                                            |       | 3,730,925                                                                          |       | 12.8                                                    | %          |
| John W. Henry  Trust dated July 20, 1990(2)                          |       | 2,267,573                                                                          |       | 7.75                                                    | %          |
| Funds managed by  Polaris(3)                                              |       | 2,245,342                                                                          |       | 7.67                                                    | %          |
| CHP II, L.P.(4)                                                           |       | 2,073,469                                                                          |       | 7.09                                                    | %          |
|                                                                      |       |                                                                               |       |                                                    |       |
| **Directors  and Named Executive Officers**                               |       |                                                                               |       |                                                    |       |
| Christoph  Westphal, M.D., Ph.D.(5)                                       |       | 804,942                                                                            |       | 2.75                                                    | %          |
| Garen Bohlin(6)                                                           |       | 234,462                                                                            |       | *                                                       | %          |
| Peter Elliott,  Ph.D.(7)                                                  |       | 253,070                                                                            |       | *                                                       | %          |
| Michael  Jirousek, Ph.D.(8)                                               |       | 94,307                                                                             |       | *                                                       | %          |
| Richard  Aldrich(9)                                                       |       | 112,975                                                                            |       | *                                                       | %          |
| Jeffrey Capello                                                           |       | —                                                                             |       | —                                                  | %          |
| John Clarke(10)                                                           |       | 2,081,088                                                                          |       | 7.11                                                    | %          |
| Paul Friedman                                                             |       | —                                                                             |       | —                                                  | %          |
| Stephen Hoffman,  Ph.D., M.D. (11)                                        |       | 1,313,082                                                                          |       | 4.49                                                    | %          |
| Richard Pops(12)                                                          |       | 74,880                                                                             |       | *                                                       | %          |
| Paul Schimmel,  Ph.D.(13)                                                 |       | 354,090                                                                            |       | 1.21                                                    | %          |
| David Sinclair,  Ph.D.(14)                                                |       | 289,142                                                                            |       | *                                                       | %          |
| All current  executive officers and directors as a group (12 persons)(15) |       | 5,612,038                                                                          |       | 18.66                                                   | %          |

 

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*Indicates beneficialownership of less than one percent.

 

**The address of thedirectors and named executive officers is Sirtris Pharmaceuticals, Inc.,200 Technology Square, Cambridge, MA 02139.

 

(1) The address for FMRL.L.C. (FMR) is 82 Devonshire Street, Boston, MA 02109. The number of sharesbeneficially owned by FMR is as of December 31, 2007, as disclosed in aSchedule 13G filed with the SEC.

 

(2) The address for JohnW. Henry Trust dated July 20, 1990 is c/o John W. Henry & Company, Inc.,301 Yamato Road, Suite 2200, Boca Raton, FL 33431. John W. Henry is thesole beneficiary of the John W. Henry Trust dated July 27, 1990.

 

23

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(3) The address forPolaris is 1000 Winter Street Waltham, MA 02457. Consists of 2,208,485 sharesheld by Polaris Venture Partners IV, L.P. and 36,857 shares held by PolarisVenture Partners Entrepreneurs’ Fund, L.P. Polaris Venture Management Co. IV,L.L.C. is the general partner of Polaris Venture Partners IV, L.P. and may bedeemed to have sole voting and dispositive power with respect to the sharesheld by Polaris Venture Partners IV, L.P.

 

(4) The address for CHPII, L.P. is 600 Alexander Park, Suite 204, Princeton, NJ 08540. The votingand investment power over the shares held by CHP II, L.P. is shared among JohnClarke, Brandon H. Hull, Lisa Skeete Tatum, and John J. Park. Mr. Clarkedisclaims beneficial ownership of the shares held by CHP II, L.P., except tothe extent of his pecuniary interest therein.

 

(5) Consists of 562,257shares and 212,209 shares of common stock underlying options exercisable within60 days of April 14, 2008, in addition to 30,476 shares over which Dr. Westphalmay be deemed to have voting and dispositive power due to his position astrustee of the trusts that hold the shares. Dr. Westphal disclaimsbeneficial ownership of the shares held by such trusts.

 

(6) Consists of 55,000shares and 179,462 shares of common stock underlying options exercisable within60 days of April 14, 2008.

 

(7) Consists of 138,786shares of common stock and 114,284 shares of common stock underlying optionsexercisable within 60 days of April 14, 2008.

 

(8) Consists of 32,500shares of common stock and 61,807 shares of common stock underlying optionsexercisable within 60 days of April 14, 2008.

 

(9) Consists of 46,429shares of common stock and 28,451 shares of common stock underlying optionsexercisable within 60 days of April 14, 2008. Additionally, consists of38,095 shares held by RA Capital Associates. Richard Aldrich is Chairman of RACapital Management, LLC, which is affiliated with RA Capital Associates. Mr. Aldrichdisclaims beneficial ownership of shares held by RA Capital Associates, exceptto the extent of his pecuniary interest therein.

 

(10) Consists of2,073,470 shares held by CHP II, L.P. and 7,619 shares of common stockunderlying options exercisable within 60 days of April 14, 2008.  Mr. Clarke shares voting and investmentpower over the shares held by CHP II, L.P. and disclaims beneficial ownershipof all shares except to the extent of his pecuniary interest therein.

 

(11) Consists of1,268,341 shares held by Skyline Venture Partners Qualified Purchaser Fund III,L.P., 31,579 shares held by Skyline Venture Partners III, L.P. and 5,543 sharesheld by Skyline Venture Management III, L.L.C. and 7,619 shares of common stockunderlying options exercisable within 60 days of April 14, 2008.  Dr. Hoffman is a Managing Director ofSkyline Ventures and thereby influences control over these shares.  Dr. Hoffman disclaims beneficialownership of all shares.

 

(12) Consists of 19,048shares of common stock and 55,832 shares of common stock underlying optionsexercisable within 60 days of April 14, 2008.

 

(13) Consists of 73,853shares of common stock held by Paul Schimmel individually, 76,190 shares heldjointly with Judith Schimmel, 190,476 shares held by Paul Schimmel PrototypePSP, of which Paul Schimmel is trustee, and 13,571 shares of common stockunderlying options exercisable within 60 days of April 14, 2008.

 

(14) Consists of 152,834shares of common stock and 136,308 shares of common stock underlying optionsexercisable within 60 days of April 14, 2008.

 

(15) See footnotes 5-14above.

 

24

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**SecuritiesAuthorized For Issuance Under Equity Compensation Plan**

 
| **Plan Category **                                | ** ** | **Number of Securities  to be Issued upon  Exercise of  Outstanding Options,  Warrants or Rights(1) ** | ** ** | **Weighted Average  Exercise Price of  Outstanding  Options, Warrants  or Rights ** | ** ** | **Number of Securities  Remaining Available for  Future Issuance Under  Equity Compensation  Plan (Excluding**

**Securities Reflected in  Column (a))(1)(2) ** | ** ** |
|-------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                  | ** ** | **(a)**                                                                                                                                                  | ** ** | **(b)**                                                                                                           | ** ** | **(c)**                                                                                                                                                                                                                     | ** ** |
|                                                        |       |                                                                                                                                                     |       |                                                                                                              |       |                                                                                                                                                                                                                        |       |
| Equity  compensation plans approved by security holders     |       | 3,199,840                                                                                                                                                |       | $                                                                                                                 | 1.93       |                                                                                                                                                                                                                        | 404,445    |   |
|                                                        |       |                                                                                                                                                     |       |                                                                                                              |       |                                                                                                                                                                                                                        |       |
| Equity  compensation plans not approved by security holders |       | —                                                                                                                                                   |       | —                                                                                                            |       | —                                                                                                                                                                                                                      |       |
|                                                        |       |                                                                                                                                                     |       |                                                                                                              |       |                                                                                                                                                                                                                        |       |
| **Total**                                                   |       | 3,199,840                                                                                                                                                |       | $                                                                                                                 | 1.93       |                                                                                                                                                                                                                        | 404,445    |   |

 

----

(1) As of December 31,2007.

 

(2) Our 2004 StockOption Plan (the “Plan”) includes an “evergreen provision” that allows for anannual increase in the number of shares of common stock available for issuanceunder the Plan. The annual increase will be added on the first day of eachfiscal year from 2008 through 2013, inclusive, and will be equal to the lesserof (i) 1,904,762 shares; (ii) 3.5% of the number of then-outstandingshares of stock; or (iii) a number as determined by the board ofdirectors. Under this provision, the number of shares of common stock availablefor issuance under the Plan increased by 1,006,545 shares on January 1,2008.

 

## ***Item 13. Certain Relationships and Related Transactions and Director Independence***

## *** ***

Since January1, 2007, we have engaged in the following transactions with our directors,officers, and holders of more than five percent of our voting securities andtheir affiliates.

 

**Stockissuances**

 

**Issuanceof Series C-1 redeemable convertible preferred stock**

 

On January 23, 2007 and February 1, 2007, wesold an aggregate of 21,389,880 shares of our Series C-1 redeemableconvertible preferred stock at a price per share of $1.68 for an aggregategross purchase price of approximately $35.9 million. Of these shares, anaggregate of 15,520,833 shares were sold to the directors, officers, and fivepercent stockholders and each of their respective affiliates set forth in thetable below. All shares of our Series C-1 redeemable convertible preferredstock were automatically converted into 4,074,260 shares of our common stockupon the completion of our initial public offering in May 2007.

 
| **Name**                                               | ** ** | **Relationship**     | ** ** | **Series C-1  preferred stock** | ** ** | **Purchase price** | ** ** |
|--------------------------------------------------------|------------|----------------------|------------|-------------------------------------------|------------|-------------------------|------------|
|                                                   |       |                 |       |                                      |       |                    |       |
| John W. Henry  Trust dated July 27, 1990          |       | 5% Stockholder       |       | 11,904,762                                |       | $                       | 20,000,000 |   |
| TVM V Life  Science Ventures GmbH & Co. KG(1) |       | 5% Stockholder       |       | 1,785,714                                 |       | 3,000,000               |       |
| Funds managed by  Skyline Venture Management(2)        |       | 5% Stockholder       |       | 1,190,476                                 |       | 2,000,000               |       |
| Funds managed by  Three Arch Management(3)             |       | 5% Stockholder       |       | 595,238                                   |       | 1,000,000               |       |
| David Sinclair                                         |       | Director             |       | 14,881                                    |       | 25,000                  |       |
| Christoph  Westphal                                    |       | Officer and Director |       | 14,881                                    |       | 25,000                  |       |
| Peter Elliott                                          |       | Officer              |       | 14,881                                    |       | 25,000                  |       |
| TOTAL                                                  |       |                 |       | 15,520,833                                |       | $                       | 26,075,000 |   |

 

----

(1) TVM V LifeScience Ventures Management GmbH & Co. KG is the Managing LimitedPartner and investment committee of TVM V Life Science Ventures GmbH &Co. KG. Stephen Hoffman, one of our directors, was was a senior advisor to TVMV Life Science Ventures Management GmbH & Co. KG.

 

25

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(2) Consists of1,161,556 shares held by Skyline Venture Partners Qualified Purchaser Fund III,L.P. and 28,920 shares held by Skyline Venture Partners III, L.P. SkylineVenture Management III, LLC is the general partner of Skyline Venture PartnersQualified Purchaser Fund III, L.P. and Skyline Venture Partners III, L.P. JohnFreund, a former director, and Stephen Hoffman, a current director, are bothManaging Directors of Skyline Venture Management III, LLC.

 

(3) Consists of582,379 shares held by Three Arch Partners IV, L.P. and 12,859 shares held byThree Arch Associates IV, L.P. Three Arch Management IV, LLC, is the GeneralPartner for Three Arch Partners IV, LP and Three Arch Associates IV, LP.Wilfred Jaeger, a former director, is a member of Three Arch Management IV,LLC.

 

**Registrationrights**

 

Certain directors, officers, stockholders and warrantholders are entitled to require us to register their shares or participate in aregistration of shares by us under the Securities Act. These rights areprovided under the terms of various agreements between us and the holders ofthese shares and warrants. These holders include the following directors,officers, and holders of more than five percent of our voting securities andtheir affiliates:

 
| **Name**                                               | ** ** | **Relationship**     | ** ** | **Number of  registrable shares** | ** ** |
|--------------------------------------------------------|------------|----------------------|------------|---------------------------------------------|------------|
| ** **                                             | ** ** | ** **           | ** ** | ** **                                  | ** ** |
| John W. Henry Trust  dated July 27, 1990(1)       |       | 5% Stockholder       |       | 2,267,573                                   |       |
| Funds managed by  Polaris Venture Partners(2)          |       | 5% Stockholder       |       | 2,245,342                                   |       |
| TVM V Life  Science Ventures GmbH & Co. KG(3) |       | 5% Stockholder       |       | 2,577,438                                   |       |
| CHP II, L.P.(4)                                        |       | 5% Stockholder       |       | 2,073,469                                   |       |
| Funds managed by  Skyline Venture Management(3)        |       | 5% Stockholder       |       | 1,846,145                                   |       |
| Funds managed by  Three Arch Management(3)             |       | 5% Stockholder       |       | 1,672,902                                   |       |
| Paul Schimmel(5)                                       |       | Director             |       | 354,090                                     |       |
| David Sinclair                                         |       | Director             |       | 289,142                                     |       |
| Christoph  Westphal                                    |       | Officer and Director |       | 804,942                                     |       |
| Peter Elliott                                          |       | Officer              |       | 253,070                                     |       |
|                                                   |       |                 |       |                                        |       |
| TOTAL                                                  |       |                 |       | 14,384,113                                  |       |

 

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(1) John W. Henry is thesole beneficiary of the John W. Henry Trust dated July 27, 1990.

 

(2) Consists of 2,208,485shares held by Polaris Venture Partners IV, L.P. and 36,587 shares held byPolaris Venture Partners Entrepreneurs’ Fund IV, L.P. Alan Crane, a formerdirector, is a Venture Partner at Polaris Venture Partners.

 

(3) Based on thepublicly available filings, TMV Life Science Ventures Management GmbH & Co.KG, funds managed by Skyline Venture Management and funds managed by Three ArchManagement are not currently five percent holders of our securities. As ofJanuary 23, 2007, the date of the Fourth Amended and Restated RegistrationRights Agreement among certain investors and us, each entity held more thanfive percent of our securities.  Thenumber of registrable shares listed for these parties in the table above is asof January 23, 2007.

 

(4) CHP IIManagement, LLC is the sole General Partner of CHP II, L.P. John Clarke, one ofour directors, is a managing member of CHP II Management, LLC.

 

(5) Consists of73,853 shares of common stock held by Paul Schimmel individually, 76,190 sharesheld jointly with Judith Schimmel, 190,476 shares held by Paul Schimmel PrototypePSP, of which Paul Schimmel is trustee and 13,571 shares of common stockunderlying options exercisable within 60 days of April 14, 2008.

 

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**Indemnificationagreements**

 

We have entered into indemnification agreements witheach of our current directors to give such directors additional contractualassurances regarding the scope of the indemnification set forth in the Company’scertificate of incorporation and bylaws and to provide additional proceduralprotections.

 

**Employmentagreements**

 

We have entered into employment agreements with ourexecutive officers. For a detailed description of these employment agreements,see “Executive Compensation—Employment Agreements.”

 

**Directorand executive officer compensation**

 

Please see “Director Compensation” for a discussion ofoptions granted and payments made to our non-employee directors. Please see “ExecutiveCompensation – Summary Compensation Table”, “Executive Compensation – Grants ofPlan-Based Awards Table” and “Compensation Discussion & Analysis – Long-TermIncentives” for additional information regarding compensation of our executiveofficers.

 

**Reviewand approval of related party transactions**

 

The Nominating and Corporate Governance Committee reviewsand approves transactions with directors, officers, and holders of more thanfive percent of our voting securities and their affiliates, or each, a relatedparty in consultation with the Chief Executive Officer and Chief OperatingOfficer. Prior to consideration of a transaction with a related party, thematerial facts as to the related party’s relationship or interest in thetransaction are disclosed to the Committee, and the transaction is notconsidered approved by the Committee unless a majority of the directors who arenot interested in the transaction approve the transaction. All related partyconsiderations and decisions are documented in the Nominating and Corporate andGovernance Committee minutes.

 

## ***Item 14. Principal Accounting Fees and Services***

## *** ***

The firm of Ernst & Young LLP, independentauditors, has been selected by the Audit Committee as auditors for Sirtris forthe fiscal year ending December 31, 2008. Ernst & Young LLP actedas independent auditors for Sirtris for the year ended December 31, 2007.

 

Thefollowing table shows information about fees paid by Sirtris to Ernst &Young LLP during the fiscal years ended December 31, 2007 and 2006.

 
| ** **          | ** ** | **Fiscal Year  2007** | ** **  | **Percentage of 2007  Services Approved by  Audit Committee (1)** | ** ** | **Fiscal Year  2006** | ** ** | **Percentage of 2006  Services Approved by  Audit Committee (1)** | ** ** |
|---------------------|------------|----------------------------|-------------|-------------------------------------------------------------------------------------------------|------------|----------------------------|------------|-------------------------------------------------------------------------------------------------|------------|
| Audit fees(2)       |       | $                          | 623,000     |                                                                                            | 100        | %                          | $          | 38,000                                                                                          |       | 0 | % |
| Audit-related  fees |       | $                          | —      |                                                                                            | 100        | %                          | $          | —                                                                                          |       | 0 | % |
| Tax fees            |       | $                          | —      |                                                                                            | 100        | %                          | $          | —                                                                                          |       | 0 | % |
| All other fees      |       | $                          | —      |                                                                                            | 100        | %                          | $          | —                                                                                          |       | 0 | % |
| **Total  fees**     | ** ** | **$**                      | **623,000** | ** **                                                                                      | **100**    | **%**                      | **$**      | **38,000**                                                                                      | ** ** | **0** | **%** |

 

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(1)  TheCompany went public on May 29, 2007 and did not perform Audit Committeepre-approval processes for services provided by independent auditors beforethat time.

 

(2)  Audit feesin 2007 include fees in the amount of $450,000 for the Company’s registrationstatement on Form S-1, related comfort letters, consents and responding toSEC comment letters.

 

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The Audit Committee’s policy is to approve all auditand non-audit services provided by our independent auditor prior to thecommencement of the services using a combination of pre-approvals for certainengagements up to predetermined dollar thresholds in accordance with thepre-approval policy and specific approvals for certain engagements on acase-by-case basis. The Audit Committee has delegated authority to the Chairmanto pre-approve between committee meetings services that have not already beenpre-approved by the committee. The Chairman is required to report any suchpre-approval decisions to the full committee at its next scheduled meeting.

 

**AUDIT COMMITTEE REPORT**

 

The Audit Committee has reviewed the Company’s auditedfinancial statements for the fiscal year ended December 31, 2007 and hasdiscussed these statements with management and Ernst & Young LLP, theCompany’s independent registered public accounting firm. The Company’smanagement is responsible for the preparation of the Company’s financialstatements and for maintaining an adequate system of disclosure controls andprocedures and internal control over financial reporting for that purpose.Ernst & Young LLP is responsible for expressing an opinion on theconformity of the audited financial statements with generally acceptedaccounting principles, their judgments as to the quality, not just theacceptability, of the Company’s accounting principles and such other matters asare required to be discussed with the Audit Committee under generally acceptedauditing standards. The Audit Committee is responsible for providingindependent, objective oversight of the Company’s accounting functions andinternal controls.

 

The Audit Committee also received from, and discussedwith, Ernst & Young LLP the written disclosures and othercommunications that the Company’s independent registered public accounting firmis required to provide to the Audit Committee, including the matters requiredto be discussed by Statement on Auditing Standards 61 (Communication with AuditCommittees), which we refer to as SAS 61. SAS 61 (as codified in AU Section 380of the Codification of Statements on Auditing Standards) requires ourindependent registered public accounting firm to discuss with the AuditCommittee, among other things, the following:

 

·                  methodsto account for significant unusual transactions;

 

·                  theeffect of significant accounting policies in controversial or emerging areasfor which there is a lack of authoritative guidance or consensus;

 

·                  theprocess used by management in formulating particularly sensitive accountingestimates and the basis for the independent registered public accounting firm’sconclusions regarding the reasonableness of those estimates; and

 

·                  disagreementswith management regarding financial accounting and reporting matters and auditprocedures.

 

Ernst & Young LLP also provided the AuditCommittee with the written disclosures and the letter required by IndependenceStandards Board Standard No. 1 (Independence Discussions with AuditCommittees). Independence Standards Board Standard No. 1 requiresindependent registered public accounting firms annually to disclose in writingall relationships that in their professional opinion may reasonably be thoughtto bear on independence, to confirm their perceived independence and engage ina discussion of independence. The Audit Committee has reviewed this disclosureand has discussed with Ernst & Young their independence from Sirtris.

 

Based on its discussions with management and ourindependent registered public accounting firm, and its review of therepresentations and information provided by management and our independentregistered public accounting firm, the Audit Committee recommended to the Boardof Directors that the audited financial statements be included in the Company’sAnnual Report on Form 10-K for the fiscal year ended December 31,2007, for filing with the Securities and Exchange Commission.

 
|   | Respectfully  submitted by the |
|--------|--------------------------------|
|   | Audit Committee,               |
|   | Jeffrey Capello                |
|   | John Clarke                    |
|   | Paul Schimmel                  |

 

 

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**SIGNATURES**

** **

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|                       | SIRTRIS  PHARMACEUTICALS, INC. |
|----------------------------|--------------------------------|
|                       |                           |
|                       | By:                            | /s/    CHRISTOPH WESTPHAL |
|                       |                           | Christoph  Westphal |
|                       |                           | President, Chief  Executive Officer and Vice Chairman |
|                       |                           |   |
|                       |                           |   |
| Date: April 29,  2008 |                           |

 

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**SIRTRISPHARMACEUTICALS, INC.**

**FORM 10-K/ADecember 31, 2007**

**INDEXOF EXHIBITS**

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                             |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                        |
| 31.1                 |       | Certification  of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002.                                                  |
|                 |       |                                                                                                                                                        |
| 31.2                 |       | Certification  of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002.                                                  |
|                 |       |                                                                                                                                                        |
| 32.1                 |       | Certification Pursuant  to Section 1350, Chapter 63 of title 18, United States Code, as adopted Pursuant  to Section 906 of the Sarbanes-Oxley Act of 2002. |

 

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