Item 1.01 Entry into a Material Definitive Agreement.

On December 5, 2012, athenahealth, Inc. ("athenahealth") entered into a purchase and sale agreement ("P&S") with the President and Fellows of Harvard College, a Massachusetts charitable and educational corporation ("Harvard"). Pursuant to the P&S, athenahealth will acquire (i) the real estate commonly known as the Arsenal on the Charles, located in Watertown, Massachusetts, consisting of approximately 29 acres, together with all building improvements and fixtures located thereon and all right, title, and interest in and to the buildings and/or appurtenances belonging to such land; (ii) all tangible personal property owned by Harvard used in the ownership, operation, and maintenance of the real property; (iii) Harvard's interest as landlord in all leases for tenants of the real property; (iv) service, supply, maintenance, utility, and commission agreements, all equipment leases, and all other contracts relating to the property; and (v) any licenses, permits, and other written authorizations necessary or useful for the use, operation, or ownership of the real property (collectively, the "Property"). Subject to the terms and conditions of the P&S, the purchase price for the Property will be $168.5 million. athenahealth has deposited $0.5 million into escrow in connection with the pending transaction, which will be increased to $1 million at the end of the due diligence period. The deposit may be retained by Harvard if applicable closing conditions are satisfied and athenahealth fails to close the transaction. The P&S contains representations, warranties, and covenants of the parties, closing conditions, and termination and other customary provisions. athenahealth currently leases its headquarters located at 311 Arsenal Street, Watertown, Massachusetts, pursuant to a Lease dated November 8, 2004, as amended, between athenahealth and Harvard. Other than with respect to the Lease, there is no material relationship between athenahealth or any of its affiliates and Harvard.
The foregoing is a summary description of certain terms of the P&S and is qualified in its entirety by reference to the full text of the P&S, which athenahealth intends to file as an exhibit to its Annual Report on Form 10-K for the year ending December 31, 2012.

---