Exhibit 10.1
FIRST AMENDMENT TO LEASE
This First Amendment (the “ First
Amendment ”) to Lease is made as of October 30,
2007, by and between ARE-TECH SQUARE, LLC , a Delaware
limited liability company, having an address at 385 East Colorado
Boulevard, Suite 299, Pasadena, California 91101 (“
Landlord ”), and SIRTRIS PHARMACEUTICALS, INC.
, a Delaware corporation, having an address at 790 Memorial Drive,
Cambridge, Massachusetts 02139 (“ Tenant
”).
RECITALS
A.
Landlord and Tenant have entered into that certain Lease (the
“ Lease ”) dated as of June 22, 2007 (the
“ Lease ”), wherein Landlord leased to Tenant
certain premises (the “ Premises ”) located at
200 Technology Square, Cambridge, Massachusetts, more particularly
described in the Lease.
B.
Tenant desires to expand the Premises demised under the Lease by
adding 3,786 rentable square feet (the “ Expansion
Space ”) in the basement portion of the Building of which
the Premises are a part, and Landlord is willing to lease such
portion of the Project to Tenant on the terms herein set
forth.
C.
Landlord and Tenant desire to amend the Lease to, among other
things, add the Expansion Space to the Premises demised under the
Lease and to provide for the improvement of such space.
AGREEMENT
NOW, THEREFORE, the parties hereto agree that
the Lease is amended as follows:
1.
Capitalized Terms .
Capitalized terms used herein and not otherwise defined shall have
the meaning thereto ascribed in the Lease.
2.
Premises . Effective upon
full execution hereof by Landlord and Tenant, the definition of
“Premises” set forth in the Basic Lease Provisions of
the Lease is hereby amended by deleting the same and replacing it
with the following:
“That portion of
the Project, containing a total of approximately 47,870 rentable
square feet, as determined by Landlord, consisting of approximately
(i) 17,357 rentable square feet on the second (2 nd )
floor of the Building (“ Second Floor Space ”),
(ii) 17,357 rentable square feet on the third (3 rd )
floor of the Building (“ Third Floor Space ”),
(iii) 8,679 rentable square feet on the fourth (4 th )
floor of the Building (“ Fourth Floor Space ”);
(iv) 471 rentable square feet on the first (1 st )
floor of the Building (“ First Floor Space ”)
and (v) 4,006 rentable square feet of space, in the
basement of the Building (the “ Basement Space
”), as shown on Exhibit A .”
Exhibit A
to
the Lease is hereby deleted in its entirety and replaced with
Exhibit A attached hereto.
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3.
Rentable Area of Premises .
It is agreed that the Rentable Area of Premises is 47,870 sq. ft.
and that Tenant’s share of Operating Expenses, as of the date
hereof, is 27.03%.
4.
Security Deposit
.
(a)
As a condition to the effectiveness of this First Amendment, the
Security Deposit as defined in the Lease shall be increased by the
sum of $174,490.87, which amount shall be held by Landlord as part
of the Security Deposit subject to the terms of the Lease, it being
agreed that the amount subject to proportionate increase as set
forth in the definition of Security Deposit in the Lease shall, for
all purposes, be $2,100,296.25.
(b)
The amount by which the Security Deposit may be reduced, subject to
and in accordance with the third paragraph of Section 6 of the
Lease, shall be $233,366.25. Accordingly, wherever $213,978.38
appears in the third paragraph of Section 6 of the Lease, it shall
be deleted and replaced by $233,366.25.
5.
Landlord’s Work
.
(a)
Definition of Landlord’s Work With Respect to the Basement
Space . Landlord and Tenant agree that the Work Letter attached
as Exhibit C to the Lease shall be deemed to apply to all of
the Premises except the Basement Space, consequently with respect
to such Work Letter, Section 5(b) thereof is hereby amended by
deleting the first sentence thereof and replacing the same with the
following:
“ Landlord shall
provide to Tenant a tenant improvement allowance (the “TI
Allowance”) of $180.00 per rentable square foot of the
Premises excluding the Basement Space (which, based on 43,864
rentable square feet initially demised under the Lease, excluding
the Basement Space, equates to $7,895,520.00 in the
aggregate).”
(b)
Improvement of Basement Space . Delivery and acceptance of
the Basement Space shall be subject to and on the terms set forth
in the last two paragraphs of Section 2 of the Lease, it being
agreed, however, that the Work Letter attached hereto as Exhibit
B shall apply with respect to the Basement Space.
6.
Commencement Date and Rent
Commencement Date . The first two sentences of the second
paragraph of Section 2 of the Lease are hereby amended by deleting
the same and replacing them with the following:
“ The “
Commencement Date ” with respect to the Basement
Space, the First Floor Space, the Second Floor Space, the Third
Floor Space and the Fourth Floor Space shall be the earliest of:
(i) the later of (a) December 1, 2007, (b) the date Landlord
Delivers such portion of the Premises to Tenant or (c) the date
Landlord could have Delivered such portion of the Premises but for
Tenant Delays; and (ii) the date Tenant conducts any business
in such portion of the Premises or any part thereof. The “
Rent Commencement Date ” shall be (a) the
Commencement Date, with respect to each of the Basement Space,
First Floor Space, Second Floor Space, and Third Floor Space, and
(b) with respect
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to the Fourth Floor
Space only, the earlier of (X) one year after the Commencement Date
or (Y) the date Tenant conducts any business in the Fourth Floor
Space or any part thereof.”
7.
Target Commencement Date .
Landlord and Tenant agree, with respect to the Basement Space,
only, the Target Commencement Date shall be February 15,
2008.
8.
Parking
. The phrase in parentheses in the first
sentence of Section 10 of the Lease, “(which, based on 44,084
rentable square feet, equates to 66 parking spaces)”, shall
be deleted and replaced with “(which, based on 47,870
rentable square feet, equates to 72 parking
spaces)”.
9.
Miscellaneous .
(a)
This First Amendment is the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior
and contemporaneous oral and written agreements and discussions.
This First Amendment may be amended only by an agreement in
writing, signed by the parties hereto.
(b)
This First Amendment is binding upon and shall inure to the benefit
of the parties hereto and their respective permitted successors and
assigns.
(c)
This First Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which when
taken together shall constitute one and the same instrument. The
signature page of any counterpart may be detached therefrom without
impairing the legal effect of the signature(s) thereon provided
such signature page is attached to any other counterpart identical
thereto except having additional signature pages executed by other
parties to this First Amendment attached thereto.
(d)
Landlord and Tenant each represent and warrant that it has not
dealt with any broker, agent or other person (collectively “
Broker ”) in connection with this transaction other
than Richards Barry Joyce & Partners and Cushman &
Wakefield, and that no Broker other than Richards Barry Joyce &
Partners and Cushman & Wakefield , who shall be paid by
Landlord pursuant to a separate Agreement, brought about this
transaction. Landlord and Tenant each hereby agree to indemnify and
hold the other harmless from and against any claims by any Broker
other than Richards Barry Joyce & Partners and Cushman &
Wakefield claiming a commission or other form of compensation by
virtue of having dealt with Tenant or Landlord, as applicable, with
regard to this leasing transaction.
(e)
Except as amended and/or modified by this First Amendment, the
Lease is hereby ratified and confirmed and all other terms of the
Lease shall remain in full force and effect, unaltered and
unchanged by this First Amendment. In the event of any conflict
between the provisions of this First Amendment and the provisions
of the Lease, the provisions of this First Amendment shall prevail.
Whether or not specifically amended by this First Amendment, all of
the terms and provisions of the Lease are hereby amended to the
extent necessary to give effect to the purpose and intent of this
First Amendment.
(Signatures on Next
Page)
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IN
WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the day and year first above written.
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TENANT
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SIRTRIS
PHARMACEUTICALS, INC.,
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a Delaware
corporation
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By:
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/s/ Garen
Bohlin
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Its:
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Chief Operating
Officer
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LANDLORD:
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ARE-TECH SQUARE, LLC, a
Delaware limited liability company
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By:
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ARE-MA REGION NO. 31,
LLC, a Delaware limited
liability company, its Member
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By:
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ALEXANDRIA REAL ESTATE
EQUITIES,
L.P., a Delaware limited partnership, its
Member
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By:
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ARE-QRS CORP., a
Maryland
corporation, its General Partner
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By:
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/s/ Jackie
Clem
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Name:
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Jackie Clem
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Title:
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VP-Real Estate Legal Affairs
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EXHIBIT A TO FIRST AMENDMENT
Description of Premises
Exhibit A
200 Technology
Square
First Floor
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