Exhibit 10.1
SIRTRIS
PHARMACEUTICALS, INC.
Amendment to
Warrant to Purchase
Shares of Series B Preferred Stock of Sirtris
Pharmaceuticals, Inc.
Dated: April 17,
2008
Reference is made
hereby to the warrant (the “Warrant”) issued to
ARE-770/784/790 Memorial Drive, LLC, a Delaware limited liability
company (the “Investor”) by Sirtris
Pharmaceuticals, Inc., a Delaware corporation (“the
Company”) pursuant to a certain Lease Agreement, dated
August 1, 2005, by and between the Company and the
Investor. All capitalized terms used herein and not
separately defined shall have the meaning ascribed to them in the
Warrant.
WHEREAS, the
Company and the Investor desire to amend the Warrant;
NOW, THEREFORE,
the Investor and the Company agree to the following:
1. Amendment
. The Warrant
is hereby amended such that Section 3.1 and 3.2 of the Warrant
shall be amended and restated to read in their entirety as
follows:
“3.1. Reorganization. In case at
any time or from time to time, the Company shall (a) effect a
reorganization, (b) consolidate with or merge with or into any
other person (whether or not the Company is the surviving entity of
such merger), or (c) effect a recapitalization, then, in each
such case, the holder of this Warrant, on the exercise hereof as
provided in Section 1 at any ti
