EX-10.2






HOBBS BROOK OFFICE PARK




333 Wyman Street




Waltham, Massachusetts




OFFICE LEASE




Altus Pharmaceuticals Inc., a Delaware corporation, as Tenant






1






	 	 	 	 	 	 	 	 	 
	ARTICLE I
	 	REFERENCE DATA	 	 	1	 
	1.1
	 	SUBJECTS REFERRED TO	 	 	1	 
	1.2
	 	EXHIBITS	 	 	3	 
	ARTICLE II
	 	PREMISES; TERM; RENT	 	 	3	 
	2.1
	 	PREMISES AND EXCLUSIONS	 	 	3	 
	2.2
	 	APPURTENANT RIGHTS	 	 	5	 
	2.3
	 	RESERVATIONS	 	 	5	 
	2.4
	 	TERM	 	 	6	 
	2.5
	 	ANNUAL FIXED RENT	 	 	8	 
	2.6
	 	ADDITIONAL RENT - OPERATING EXPENSES AND TAXES	 	 	9	 
	2.7
	 	ELECTRICITY	 	 	11	 
	ARTICLE III
	 	CONSTRUCTION	 	 	12	 
	3.1
	 	LANDLORD WORK	 	 	12	 
	3.2
	 	ENTRY BY TENANT PRIOR TO TERM COMMENCEMENT DATE	 	 	12	 
	ARTICLE IV
	 	LANDLORD’S COVENANTS	 	 	12	 
	4.1
	 	LANDLORD’S COVENANTS	 	 	12	 
	4.2
	 	INTERRUPTION	 	 	13	 
	4.3
	 	INSURANCE	 	 	14	 
	ARTICLE V
	 	TENANT’S ADDITIONAL COVENANTS	 	 	14	 
	5.1
	 	MAINTENANCE AND REPAIR	 	 	14	 
	5.2
	 	USE, WASTE AND NUISANCE	 	 	15	 
	5.3
	 	COMPLIANCE WITH LAW	 	 	16	 
	5.4
	 	RULES AND REGULATIONS	 	 	16	 
	5.5
	 	INDEMNIFICATION AND INSURANCE	 	 	16	 
	5.6
	 	TENANT’S PROPERTY	 	 	17	 
	5.7
	 	ENTRY FOR REPAIRS AND INSPECTIONS	 	 	18	 
	5.8
	 	ASSIGNMENT, SUBLETTING	 	 	18	 
	5.9
	 	ALTERATIONS	 	 	19	 
	5.10
	 	SURRENDER	 	 	20	 
	5.11
	 	PERSONAL PROPERTY TAXES	 	 	20	 
	5.12
	 	SIGNS	 	 	21	 
	ARTICLE VI
	 	CASUALTY AND TAKING	 	 	21	 
	6.1
	 	DAMAGE BY FIRE OR CASUALTY	 	 	21	 
	6.2
	 	CONDEMNATION - EMINENT DOMAIN	 	 	22	 
	6.3
	 	EMINENT DOMAIN AWARD	 	 	23	 
	ARTICLE VII
	 	DEFAULT	 	 	23	 
	7.1
	 	TERMINATION FOR DEFAULT OR INSOLVENCY	 	 	23	 
	7.2
	 	REIMBURSEMENT OF LANDLORD’S EXPENSES	 	 	24	 
	7.3
	 	DAMAGES	 	 	24	 
	7.4
	 	MITIGATION	 	 	25	 
	7.5
	 	CLAIMS IN BANKRUPTCY	 	 	25	 
	7.6
	 	INTEREST ON UNPAID AMOUNTS	 	 	25	 
	7.7
	 	LATE FEE	 	 	26	 
	7.8
	 	VACANCY DURING LAST TWO MONTHS	 	 	26	 
	7.9
	 	EXPENSES AND ATTORNEYS’ FEES	 	 	26	 
	7.10
	 	WAIVER OF TRIAL BY JURY	 	 	26	 
	ARTICLE VIIIMISCELLANEOUS
	 	 	26	 
	8.1
	 	HOLDOVER	 	 	26	 
	8.2
	 	ESTOPPEL CERTIFICATES	 	 	27	 
	8.3
	 	NOTICE	 	 	27	 
	8.4
	 	LANDLORD’S RIGHT TO CURE	 	 	27	 
	8.5
	 	SUCCESSORS AND ASSIGNS	 	 	28	 
	8.6
	 	BROKERAGE	 	 	28	 
	8.7
	 	WAIVER	 	 	28	 
	8.8
	 	ACCORD AND SATISFACTION	 	 	28	 
	8.9
	 	REMEDIES CUMULATIVE	 	 	29	 
	8.10
	 	PARTIAL INVALIDITY	 	 	29	 
	8.11
	 	WAIVERS OF SUBROGATION	 	 	29	 
	8.12
	 	ENTIRE AGREEMENT	 	 	29	 
	8.13
	 	NO AGREEMENT UNTIL SIGNED	 	 	29	 
	8.14
	 	TENANT’S AUTHORIZED REPRESENTATIVE	 	 	30	 
	8.15
	 	NOTICE OF LEASE	 	 	30	 
	8.16
	 	TENANT AS BUSINESS ENTITY	 	 	30	 
	8.17
	 	RELOCATION	 	 	31	 
	8.18
	 	FINANCIAL STATEMENTS	 	 	31	 
	8.19
	 	SECURITY DEPOSIT	 	 	31	 
	8.20
	 	MISCELLANEOUS PROVISIONS	 	 	33	 
	ARTICLE IX
	 	LANDLORD’S LIABILITY AND ASSIGNMENT FOR FINANCING	 	 	34	 
	9.1
	 	LANDLORD’S LIABILITY	 	 	34	 
	9.2
	 	ASSIGNMENT OF RENTS	 	 	35	 
	ARTICLE X
	 	SUBORDINATION AND NON-DISTURBANCE	 	 	36	 








2






HOBBS BROOK OFFICE PARK




Waltham, Massachusetts




LEASE dated October 29, 2007




ARTICLE I




REFERENCE DATA




1.1 SUBJECTS REFERRED TO



Each reference in this Lease to any of the following subjects shall be construed to
incorporate the data stated for that subject in this Article I.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	 	 	 	 	 	 	 	 	275 Wyman LLC, a Delaware limited liability
	 
	 	 	 	 	 	 	 	 	 	company	 	 	 	 
	LANDLORD’S ADDRESS:
	 	 	 	 	 	P. O. Box 549249 c/o 225 Wyman Street
	 	 	 	 	 	 	 	 	 	 	Waltham, Massachusetts 02454-9249
	 	 	 	 	 	 	 	 	 	 	Attention: Real Estate Manager
	TENANT:	 	 	 	 	 	 	 	 	 	Altus Pharmaceuticals Inc., a Delaware
	 
	 	 	 	 	 	 	 	 	 	corporation	 	 	 	 
	TENANT’S ORIGINAL ADDRESS:

	 	 	 	 	 	640 Memorial Drive	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Cambridge, Massachusetts 02139
	 	 	 	 	 	 	 	 	 	 	Attention: Chief Financial Officer
	 
	 	 	 	 	 	 	 	 	 	With a copy to:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	640 Memorial Drive	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Cambridge, Massachusetts 02139
	 	 	 	 	 	 	 	 	 	 	Attention: General Counsel
	PREMISES ADDRESS:

	 	 	 	 	 	333 Wyman Street	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Waltham, Massachusetts 02451
	610 Lease	 	 	 	 	 	 	 	 	 	The certain Lease between the Tenant and
	 	 	 	 	 	 	 	 	 	 	610 Lincoln LLC, an affiliate of Landlord, dated
	 	 	 	 	 	 	 	 	 	 	as of the date hereof for the lease of space at
	 	 	 	 	 	 	 	 	 	 	610 Lincoln Street North, Waltham,
	 
	 	 	 	 	 	 	 	 	 	Massachusetts.	 	 	 	 
	ESTIMATED TERM
	 	 	 	 	 	 	 	 	 	 	 	 
	COMMENCEMENT DATE:

	 	 	 	 	 	April 1, 2008	 	 	 	 
	TERM COMMENCEMENT DATE:
	 	 	 	 	 	As defined in Section 2.4.
	 	 	 	 	 	 	 	 	 	 	 
	TERM EXPIRATION DATE:
	 	 	 	 	 	The last day of the tenth (10th)
	 	 	 	 	 	 	 	 	 	 	Lease Year, subject to extension as set
	 
	 	 	 	 	 	 	 	 	 	forth in Section 2.4.1	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	LEASE YEAR:	 	 	 	 	 	 	 	 	 	Each Lease Year shall consist of twelve (12)
	 	 	 	 	 	 	 	 	 	 	calendar months beginning with the Term
	 	 	 	 	 	 	 	 	 	 	Commencement Date, except that if the Term
	 	 	 	 	 	 	 	 	 	 	Commencement Date is not the first day of a
	 	 	 	 	 	 	 	 	 	 	calendar month, then Lease Year 1 shall include
	 	 	 	 	 	 	 	 	 	 	the partial month at the beginning of the Term
	 	 	 	 	 	 	 	 	 	 	in addition to the following twelve (12)
	 	 	 	 	 	 	 	 	 	 	calendar months, and the Annual Rent for Lease
	 	 	 	 	 	 	 	 	 	 	Year 1 shall be proportionately increased.
	ANNUAL FIXED RENT:
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Rent Per Square Foot
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	of Premises Rentable
	Lease Year
	 	Annual Fixed Rent	 	Monthly Fixed Rent	 	Floor Area
	 	 	 	 	 	 	 	 	 	 	 
	1-5
	 	$	2,460,447.50	 	 	 	 	 	 	$	205,037.29	 	 	$	29.50	 
	6-10
	 	$	2,752,365.00	 	 	 	 	 	 	$	229,363.75	 	 	$	33.00	 
	 	 	 	 	 	 	 	 	 	 	Annual Operating Expenses per square foot of
	 	 	 	 	 	 	 	 	 	 	Rentable Floor Area for the calendar year 2009
	BASE OPERATING EXPENSES
	 	 	 	 	 	(which amount shall be adjusted to reflect 95%
	PER SQUARE FOOT OF
	 	 	 	 	 	occupancy if Tenant does not lease 100% of the
	RENTABLE FLOOR AREA:
	 	 	 	 	 	Rentable Floor Area of Building).
	BASE TAXES PER SQUARE FOOT OF RENTABLE FLOOR
	 	Landlord’s Taxes per square foot of Rentable
	AREA:	 	 	 	 	 	 	 	 	 	Floor Area for the calendar year 2009.
	IMPROVEMENT ALLOWANCE:
	 	 	 	 	 	$15.00 per square foot of Rentable Floor Area of
	 	 	 	 	 	 	 	 	 	 	the Premises ($1,251,075.00).
	SPACE PLANNING ALLOWANCE:
	 	 	 	 	 	$2.25 per square foot of Rentable Floor Area of
	 	 	 	 	 	 	 	 	 	 	the Premises ($187,661.25)
	LAND:	 	 	 	 	 	 	 	 	 	The land upon which the Building is situated
	 	 	 	 	 	 	 	 	 	 	including parking areas, garages, drives, walks,
	 	 	 	 	 	 	 	 	 	 	landscaped areas and other common areas serving
	 
	 	 	 	 	 	 	 	 	 	the Building.	 	 	 	 
	BUILDING:	 	 	 	 	 	 	 	 	 	The entire building known and numbered as
	 	 	 	 	 	 	 	 	 	 	333 Wyman Street, Waltham, Massachusetts and all
	 	 	 	 	 	 	 	 	 	 	other improvements on the Land.
	RENTABLE FLOOR AREA OF BUILDING:
	 	 	 	 	 	Conclusively agreed to be 83,405 square feet.
	PREMISES:	 	 	 	 	 	 	 	 	 	The space delineated on Exhibit A-l.
	 	 	 	 	 	 	 	 	 	 	 
	RENTABLE FLOOR AREA
	 	 	 	 	 	Conclusively agreed to be 83,405 square feet
	OF PREMISES:
	 	 	 	 	 	 	 	 	 	located in the Building.	 	 	 	 
	PERMITTED USES:

	 	 	 	 	 	General Office Uses	 	 	 	 
	SECURITY DEPOSIT:
	 	 	 	 	 	Cash or irrevocable letter of credit as set
	 	 	 	 	 	 	 	 	 	 	forth in Section 8.18 in the initial amount of
	 
	 	 	 	 	 	 	 	 	 	$	1,850,000.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	PUBLIC LIABILITY INSURANCE:
	 	 	 	 	 	 	 	 	 	$	5,000,000.00	 
	BROKER:	 	 	 	 	 	 	 	 	 	Cresa Partners and Wyman Street Advisors
	 	 	 	 	 	 	 	 	 	 	Jonathan Lieber, Chief Financial Officer (except
	 	 	 	 	 	 	 	 	 	 	with respect to Tenant’s Initial Construction,
	TENANT’S AUTHORIZED
	 	 	 	 	 	for which Tenant’s Authorized Representative
	REPRESENTATIVE:

	 	 	 	 	 	shall be John Alleruzzo)	 	 	 	 
	LANDLORD’S AUTHORIZED REPRESENTATIVE:

	 	Donald G. Oldmixon	 	 	 	 






1.2 EXHIBITS



The following is a list of Exhibits attached to this Lease.



	 	 	 
	Exhibit A-1:

	 	Plan of Premises
	Exhibit A-2:

	 	Parking Plan
	Exhibit B:

	 	Tenant’s Initial Construction
	Exhibit B-1:

	 	Landlord’s Work
	Exhibit B-2:

	 	Landlord’s Work Schedule
	Exhibit C:

	 	Confirmation of Lease Commencement
	Exhibit D:

	 	Heat and Air Conditioning Specification






ARTICLE II




PREMISES; TERM; RENT




2.1 PREMISES AND EXCLUSIONS



Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises. The
Premises exclude exterior parking areas, common areas and facilities of the Building, entranceways
and other exterior common areas and facilities.



This Lease is subject to all easements, restrictions, agreements, and encumbrances of record
as of the date hereof to the extent in force and applicable. Landlord represents that such title
matters shall not affect any of Tenant’s rights under this Lease in any material and adverse
respect.



2.1.1 RIGHT OF FIRST OFFER FOR LEASE OF SPACE IN 303 WYMAN STREET



Simultaneously with any offer to lease space in the building known as 303 Wyman Street,
Waltham, Massachusetts, to any third party, Landlord shall offer to lease such space (the
“Offered Space”) to Tenant on the same rental terms and conditions as Landlord is then
offering the third party (including any concessions then being offered by Landlord, if any), but
for a term coterminous with the Term (so long as there are at least two [2] Lease Years remaining
in the Term at the time the Offered Space is offered to Tenant), provided, however, that if there
are less than two (2) Lease Years left in the Term at the time Tenant leases the Offered Space,
then Tenant may exercise its right to lease the Offered Space only if Tenant has remaining, and
exercises, an Extension Option under Section 2.4.1 for the Premises so that the Offered
Space shall be leased by Tenant for a term coterminous with the Term. Accordingly, if the Tenant
exercises its right hereunder and there are less than two (2) Lease Years remaining in the Term,
Tenant may exercise its rights hereunder and the term for the Offered Space shall be the then
remaining Term at the time the Offered Space is offered to Tenant; if Tenant exercises its
Extension Option, if any, the term for such Offered Space shall be for the remainder of the Term,
as extended. The tenants of the Offered Space as of the date hereof, which are FitCorp Fitness
Centers, LLC and Applied Marketing Science, Inc., or any successor, assign or affiliate of any of
the foregoing under such leases shall not be considered a “third party” for purposes of this
Section 2.1.1. In the event that Tenant waives (or is deemed to have waived) its rights to
any Offered Space that is offered to Tenant in accordance with this Section 2.1.1, then the
party to any such lease, or any successor, assign or affiliate of such party under any such lease
shall not be considered a “third party” for purposes of this Section 2.1.1, and Landlord
shall be free to lease the Offered Space to any of the foregoing without offering the same to
Tenant until such space becomes available again.



Any offer by Landlord under this Section 2.1.1 may be accepted by Tenant by written
notice given within fifteen (15) Business Days of delivery of Landlord’s offer (failing which, such
offer shall be deemed conclusively waived by Tenant, and Landlord shall have no further obligation
to offer such Offered Space to Tenant nor shall Tenant have any further right to lease the same
except as provided under this Section 2.1.1). In the event that Tenant accepts any offer
by Landlord under this section, the leasing of such Offered Space shall be documented by an
amendment to this Lease. Tenant’s rights under this Section 2.1.1 with respect to a
particular offer by Landlord hereunder shall be rendered void, at Landlord’s election, if Tenant is
in default (subject to any applicable notice and cure periods) at the time Landlord offers any
space to a third party or at the time Tenant’s lease of any Offered Space under this
Section 2.1.1, would otherwise commence. If Landlord does not enter into a lease of such
space within nine (9) months after the date of Landlord’s offer to Tenant or if the lease which
Landlord intends to enter into contains terms which are materially different or contains a rental
rate which is less than ninety percent (90%) of the rental which is offered to Tenant, such space
shall be deemed available space and Landlord shall have to present such space again to Tenant, and
Landlord shall thereafter give the notice to Tenant required by this Section.



If Tenant exercises its rights under this Section 2.1.1, Landlord shall use reasonable
efforts to deliver the Offered Space as set forth in Landlord’s offer. Landlord’s failure to
deliver, or delay in delivering, all or any part of the Offered Space by reason of Force Majeure,
as such term is defined in Section 4.2, and including continued occupancy of any such
Offered Space by any occupant thereof shall not give rise to any liability of Landlord, shall not
alter Tenant’s obligation to accept such Offered Space when delivered, shall not constitute a
default of Landlord, and shall not affect the validity of the Lease; provided that if delivery of
the Offered Space does not occur within sixty (60) days after the delivery date set forth in
Landlord’s Offer, Tenant may elect to withdraw its exercise of its rights under this
Section 2.1.1 by notice given within ten (10) Business Days after the expiration of such
sixty (60) day period. If Tenant so notifies Landlord, Tenant’s Right of First Offer under this
Section 2.1.1 shall not apply to the next lease of the Offered Space in question (but shall
apply to subsequent leases thereafter).



This Section 2.1.1 shall not be construed to grant to Tenant any rights or interest in
any space in the Building and any claims by Tenant alleging a failure of Landlord to comply
herewith shall be limited to claims for monetary damages and Tenant may not assert any rights in
any space nor file any lis pendens or similar notice with respect thereto.



Tenant’s rights under this Section 2.1.1 are personal to Tenant and shall not apply to
any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at the time of
any Landlord’s offer hereunder the Tenant has Transferred more than twenty-five percent (25%) of
the Premises (not including Permitted Transfers), then Tenant’s rights under this
Section 2.1.1 shall not be applicable with respect to such offer.



2.2 APPURTENANT RIGHTS



Tenant shall have, as appurtenant to the Premises, rights to use in common (subject to
reasonable rules of general applicability to tenants and other users of the Building, if any, from
time to time made by Landlord of which Tenant is given written notice): (a) the loading platform
serving the Building (and Tenant’s rights thereto shall be exclusive [subject to use by Landlord in
connection with Landlord’s obligations under this Lease] so long as Tenant leases one hundred
percent [100%] of the Rentable Area of Building); (b) common driveways and walkways necessary for
access to the Building; (c) the roof of the Building for telecommunications antennae; (d) the
parking areas (as the same are shown on the attached Exhibit A-2; and such areas shall
maintain a parking ratio of at least 3.5 spaces per 1,000 rentable square feet of the Premises) (it
being agreed that fifteen (15) of such spaces shall be designated for exclusive use by Tenant for
visitor parking, which fifteen (15) parking spaces shall be mutually agreed upon by Landlord and
Tenant) and facilities serving the Building from time to time intended for general use by Tenant,
other Building tenants (if any), and visitors, subject to reasonable rules from time to time made
by Landlord of which Tenant is given notice; and (e) any other facilities generally available to
tenants in the Hobbs Brook Office Park, subject to reasonable rules from time to time in effect of
which Tenant is given notice. Landlord shall maintain the common areas and facilities in good
order and condition. In addition, Landlord hereby grants Tenant the right to access 303 Wyman
Street from 333 Wyman Street for the use of the fitness facility and other amenities which may be
available in the Hobbs Brook Office Park from time to time, which right of access shall be
constructed as part of Landlord’s Work. Nothing contained in the Lease shall prohibit or otherwise
restrict Landlord from changing, from time to time, without notice to Tenant, the location, layout
or type of the forgoing common areas and facilities, provided that no such change shall materially
and adversely affect Tenant’s appurtenant rights set forth in this Section 2.2 and Landlord
shall not substantially reduce the number of parking spaces available for use of tenants of Hobbs
Brook Office Park or the parking ratio set forth above by more than five (5) parking spaces.
Tenant shall have the right to use the existing emergency generator left by a former tenant of the
Building (the “Emergency Generator”) for backup power to the Premises. Landlord makes no
representation or warranty with respect to the Emergency Generator, including without limitation as
to its condition or suitability for Tenant’s uses. Tenant shall be responsible for the maintenance
of the Emergency Generator and Landlord shall have no obligation with respect thereto. If for any
reason the Emergency Generator ceases to operate or is otherwise unavailable, then Landlord shall
permit Tenant (without any obligation on the part of Tenant to do so) to install a replacement
generator in the location of the Emergency Generator to be installed and maintained by Tenant at
Tenant’s sole cost and expense subject to all applicable terms and provisions of this Lease.



2.3 RESERVATIONS



Landlord reserves the right from time to time, with telephonic notice and without unreasonable
(except in emergency) interruption of Tenant’s use: (a) to install, use, maintain, repair, replace
and relocate for service to the Premises and other parts of the Building, or either, pipes, ducts,
conduits, wires and appurtenant fixtures, wherever located in the Premises or the Building and (b)
to alter or relocate any other common facility, including without limitation any lobby and
courtyard areas. Installations, replacements and relocations referred to in clause (a) above shall
be located as far as practicable in the central core area of the Building, above ceiling surfaces,
below floor surfaces or within perimeter walls of the Premises. Landlord shall provide Tenant with
reasonable prior notice of any such installation, replacement or relocation and shall use
reasonable efforts to schedule the making thereof so as to minimize, to the extent practicable, the
interference with Tenant’s business operations. Landlord’s reservations set forth in this
Section 2.3 shall not be applicable in the event that Tenant leases one hundred percent
(100%) of the Rentable Area of Building.



2.4 TERM



(a) If the Term Commencement Date is a date certain agreed upon by the parties at the time of
execution of this Lease, the Term Commencement Date shall be as set forth in Section 1.1
and the Term shall begin at 12:01 a.m. on such date and shall end at 12:00 midnight on the Term
Expiration Date set forth in Section 1.1 or on such earlier date pursuant to the provisions
of this Lease; otherwise, the following provisions shall govern.



(b) If the Term Commencement Date is not a date certain, the Term shall begin at 12:01 a.m. on
the earlier to occur of the following (i) or (ii), which date shall be the “Term Commencement
Date,” and shall end at 12:00 midnight on the Term Expiration Date set forth in
Section 1.1 or on such earlier date pursuant to the provisions of this Lease.



(i) The date Tenant enters into possession of all or any portion of the Premises for the
conduct of its business. (The event described in the prior sentence shall not be deemed to occur
by virtue of the installation or testing of computers or other equipment or the installation of
other property of Tenant in the Premises.)



(ii) The date which is the later of (x) April 1, 2008, (y) the date which is six (6) months
after the “Delivery Date” (as such term is defined in the 610 Lease) and (z) the date on which
Landlord’s Work (as such term is defined below) is substantially complete (provided, however, that
such date shall be extended on a day-for-day basis if and to the extent that the Landlord’s failure
to complete Landlord’s Work is the proximate cause of a delay in the completion of Tenant’s Initial
Construction).



Upon request by either party, the parties shall execute documentation setting forth the Term
Commencement Date in the form attached as Exhibit C.



(c) Subject to delay caused by Force Majeure, as such term in defined in Section 4.2,
or caused by action or inaction of Tenant, Landlord shall endeavor, in good faith, to cause the
Premises to be delivered to Tenant free of occupants and in “broom clean” condition (other than
materials that Tenant has purchased or otherwise obtained from the current occupant of the
Premises, and further provided that upon Tenant’s request, Landlord will not obligate the prior
occupant of the Premises to remove existing cabling therefrom) on or prior to September 1, 2007
(and the actual date of such delivery shall be the “333 Delivery Date”). Landlord’s
failure to cause such the 333 Delivery Date to occur by September 1, 2007, for any reason, shall
not give rise to any liability of Landlord hereunder, shall not constitute a Landlord’s default,
shall not affect the validity of this Lease, and shall have no effect on the beginning or end of
the Term as otherwise determined hereunder or on Tenant’s obligations associated therewith.
Notwithstanding the foregoing, in the event that for any reason within Landlord’s reasonable
control (and specifically excluding any delay caused by Force Majeure or a Tenant’s Delay), the
Delivery Date does not occur on or before February 1, 2008 (the “Outside Date”), then
Tenant shall be entitled to a credit against Annual Fixed Rent owed by Tenant in an amount equal to
two times the daily Annual Fixed Rent for each day of such delay from the Outside Date until the
Delivery Date, which credit against Annual Fixed Rent shall be applied from and after the Term
Commencement Date. In the event that for any reason, other than due to any delay or
delays caused by Force Majeure or a Tenant’s Delay (as such term is defined in Exhibit B),
both the 333 Delivery Date and the Delivery Date have not occurred on or before March 1, 2008,
Tenant shall have the right, by written notice given to Landlord before and subject to the
provisions of this paragraph, to terminate this Lease effective as of April 1, 2008 (the
“Outside Termination Date”), and neither Tenant nor Landlord shall have any further
obligations hereunder except as specifically set forth in this Lease; provided, however, that if
the 333 Delivery Date and the Delivery Date have both occurred before the Outside Termination Date,
Tenant’s termination notice shall be void and of no further force or effect and this Lease shall
not be terminated.



(d) In the event that for any reason both the 333 Delivery Date and the Delivery Date have not
occurred on or before May 1, 2008, then Tenant shall have the right, by written notice to Landlord
before May 15, 2008, to terminate this Lease effective as of May 31, 2008, and neither Tenant nor
Landlord shall have any further obligations hereunder except as specifically set forth in this
Lease; provided, however that if both the 333 Delivery Date and the Delivery Date occur prior to
May 31, 2008, then Tenant’s termination notice shall be void and of no further force or effect and
this Lease shall not be terminated.



2.4.1 EXTENSION OPTION. Tenant shall have the option to extend the Term for two (2)
additional five-year extension terms (each an “Extension Term”) by notice given to Landlord
at least twelve (12) months before the Term Expiration Date. Tenant’s election shall be exercised,
and Annual Fixed Rent for the Extension Term shall be determined, as set forth below. If Tenant
fails timely to exercise its option for any Extension Term, Tenant shall have no further extension
rights hereunder.



Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in
default (subject to any applicable notice and cure periods set forth in this Lease) at the time
Tenant elects to extend the Term or at the time the Term would expire but for such extension. The
extension of the Term shall be applicable to the entire Premises and Tenant shall have no right to
extend the Term for only a portion of the Premises. During the Extension Term, if any, all
provisions of this Lease shall apply except that Tenant shall have no further option to extend the
Term after the last Extension Term.



During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent
(95%) of the then prevailing market rate for a five (5) year lease of an entire office building in
the market of Route 128 in Waltham comparable to the Premises in terms of location, finish
(excluding any finishes that are not provided by Landlord or are not paid for by the Improvement
Allowance), age, building quality and amenities for a tenant of equal size and financial strength
as Tenant, under terms and conditions substantially the same as those of this Lease as though then
available for single occupancy for the Permitted Uses (or any higher and better use then being made
by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain
the Premises (the “Fair Market Rent”). In addition, if Tenant exercises its right to
extend the Term of this Lease for an Extension Term, the base year for the purpose of determining
Base Operating Expenses Per Square Foot of Rentable Floor Area and Base Taxes Per Square Foot of
Rentable Floor Area shall be adjusted to equal the actual amount for the year immediately prior to
the applicable Extension Term. Further, if Tenant exercises its right to extend the Term of this
Lease for an Extension Term, Landlord shall provide Tenant with an allowance for the costs
(“Expansion Allowance”) of redecorating the Premises in an amount not to exceed five and
xx/100 dollars ($5.00) per square foot of rentable floor area, which Expansion Allowance shall be
used by Tenant not later than the twelfth (12th) month of each Extension Term. The Expansion
Allowance shall be disbursed in the same manner and pursuant to the same terms and conditions as
the Improvement Allowance.



Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten (10) days
after Tenant exercises the applicable extension option. In the event that Landlord fails to notify
Tenant of such estimate within ten (10) days after Tenant exercises such extension option, Tenant
shall provide Landlord with a written notice requesting such estimate and Landlord shall have an
additional five (5) Business Days following Tenant’s notice to notify Tenant of Landlord’s estimate
of the Fair Market Rent. Tenant shall have the option to accept or reject by written notice
Landlord’s estimate, or to withdraw its exercise of the extension option, in any case within
fifteen (15) Business Days following delivery of Landlord’s estimate. Tenant’s failure to respond
within such period shall be deemed to constitute rejection of Landlord’s estimate. In the event
Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with
the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided
above, the Tenant shall have the option to (i) determine Fair Market Rent by arbitration as set
forth below or (ii) withdraw its exercise of the extension option by written notice to Landlord.



Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing
Landlord’s estimate of the Fair Market Rent, shall appoint as an arbitrator an MAI appraiser with
at least ten (10) years experience as an appraiser of office buildings in the Greater Boston area,
including first class suburban office buildings, and shall give notice of such appointment to the
other party. If either Landlord or Tenant shall fail timely to appoint an arbitrator, the other
may apply to the Boston office of the American Arbitration Association (“AAA”) for
appointment of such an arbitrator five (5) Business Days, as such term is defined in
Section 8.20, after notice of such failure to the delinquent party if such arbitrator has
not then been appointed. The two arbitrators shall, within five (5) Business Days after
appointment of the second arbitrator, appoint a third arbitrator who shall be similarly qualified.
If the two arbitrators are unable to agree timely on the selection of the third arbitrator, then
either arbitrator on behalf of both may request such appointment from the Boston office of the AAA.
The arbitration shall be conducted in accordance with the commercial arbitration rules of the AAA
insofar as such rules are not inconsistent with the provisions of this Lease (in which case the
provisions of this Lease shall govern). The arbitrators shall be charged to reach a majority
written decision in accordance with the standards for the Fair Market Rent as provided in this
Section 2.4.1, within twenty (20) days after the third arbitrator is appointed, by
selecting either of the final estimates of the Fair Market Rent provided by Landlord and Tenant at
the commencement of the hearing. The arbitrators shall have no authority or jurisdiction to make
any other determination of such amount. The cost of the arbitration (exclusive of each party’s
witness and attorneys fees, which shall be paid by such party) shall be borne equally by the
parties. If the AAA shall cease to provide arbitration for commercial disputes in Boston, the
second or third arbitrator, as the case may be, shall be appointed by any successor organization
providing substantially the same services, and in the absence of such an organization, by a court
of competent jurisdiction under the arbitration act of The Commonwealth of Massachusetts.



If Landlord should delay in giving the notice which begins the valuation procedures of this
Section 2.4.1, or if the process should otherwise be delayed for any reason, then such
procedures shall nevertheless remain in effect and be applicable when and as invoked with respect
to Annual Fixed Rent payable (during the Extension Term; but until such procedures are completed,
Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for
the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall
pay the same within ten (10) days of such determination, retroactively to the beginning of the
Extension Term). Each party shall bear the costs of the arbitrator selected by it and shall share
equally in the costs of the third arbitrator selected in accordance herewith. The parties shall
adjust for over or under payments within twenty (20) (days after the decision of the arbitrators is
announced.



Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant
shall enter into an amendment of this Lease confirming the extension of the Term and the new rate
for Annual Fixed Rent.



Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to
any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at the
commencement of an Extension Term Tenant has Transferred more than thirty-five percent (35%) of the
Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1
shall be null and void and of no further force or effect.



2.5 ANNUAL FIXED RENT



Tenant covenants and agrees to pay the Annual Fixed Rent in Section 1.1 to Landlord in
advance in equal monthly installments commencing on the Term Commencement Date (if not the first
day of a month) and thereafter on the first day of each calendar month during the Term. All
payments shall be due without billing or demand and without deduction, setoff or counterclaim,
except as expressly set forth in this Lease. Tenant shall make payment for any portion of a month
at the beginning or end of the Term. All payments shall be payable to Landlord at Landlord’s
address, as specified in Section 1.1, or to such other entities at such other places as
Landlord may from time to time designate.



Without limiting the foregoing, except as expressly set forth in this Lease, Tenant’s
obligation so to pay Rent (as hereinafter defined) shall not be discharged or otherwise affected by
any law or regulation now or hereafter applicable to the Premises, or any other restriction on
Tenant’s use, or any casualty or taking, or any failure by Landlord to perform any covenant
contained herein, or any other occurrence; and, except as expressly set forth in this Lease, Tenant
waives all rights now or hereafter existing to terminate or cancel this Lease or quit or surrender
the Premises or any part thereof, or to assert any defense in the nature of constructive eviction
to any action seeking to recover Rent.



The foregoing notwithstanding, if Landlord fails for any reason to provide any service to be
supplied by Landlord under the Lease which is necessary for Tenant’s reasonable use of the Premises
(such as HVAC, elevator service, electricity, water, or structural repairs), and Tenant is unable
to use the Premises on account of such failure, Tenant shall be entitled to a proportional
abatement of Annual Fixed Rent and Additional Charges for Operating Expenses and Taxes based on the
portion of the Premises which cannot be used by Tenant. This abatement shall begin on the fifth
(5th) consecutive Business Day from Tenant’s written notice to Landlord of the failure.
The abatement shall end when the services are restored sufficiently to permit use of the Premises.
If Tenant is unable to occupy all or a substantial portion of the Premises as a result of a failure
to provide services for reasons within Landlord’s control for more than forty-five (45) consecutive
Business Days from Tenant’s written notice to Landlord of the failure, then Tenant may terminate
this Lease and the 610 Lease by notice given to Landlord and the landlord under the 610 Lease at
any time prior to the date when the services are restored sufficiently to permit use of
substantially all of the Premises. In the event that the 610 Lease is terminated by Tenant in
accordance with Section 2.5 thereof, then this Lease shall so terminate as of the effective date of
the termination of the 610 Lease.



2.6 ADDITIONAL RENT — OPERATING EXPENSES AND TAXES



2.6.1 ADDITIONAL RENT — GENERAL COVENANT. Commencing on the Term Commencement Date,
Tenant covenants and agrees to pay to Landlord, as “Additional Rent”, (i) an amount equal
to the product of (a) the Rentable Floor Area of the Premises and (b) the excess (if any) of
Landlord’s Operating Expenses per square foot of Rentable Floor Area of the Building over Base
Operating Expenses per Square Foot of Rentable Floor Area of the Building, (ii) an amount equal to
the product of (a) the Rentable Floor Area of the Premises and (b) the excess (if any) of
Landlord’s Taxes per square foot of Rentable Floor Area of the Building over Base Taxes Per Square
Foot of Rentable Floor Area of the Building provided that if (x) less than the Total Rentable Floor
Area of the Building is occupied at any time during such period and (y) Tenant is not leasing one
hundred percent (100%) of the Rentable Floor Area of Building), Landlord may extrapolate components
of Landlord’s Operating Expenses and Landlord’s Taxes as though the Total Rentable Floor Area of
the Building had been ninety-five percent (95%) occupied at all times during such period, and (iii)
any other charges payable by Tenant to Landlord under this Lease. The term “Rent” as used
in this Lease shall mean Annual Fixed Rent and Additional Rent as set forth in this Lease.
Appropriate adjustments shall be made for any portion of a year at the beginning or end of the
Term. As of the date hereof, Tenant’s share pro rata share of the Hobbs Brook Office Park is
7.057%. Tenant acknowledges that such pro rata share may change from time to time based upon any
future development of Hobbs Brook Office Park.



2.6.2 PAYMENT. Additional Rent for Operating Expenses and Taxes under this
Section 2.6 shall be paid for any portion of a month at the beginning of the Term and
thereafter in monthly installments on the first day of each calendar month in amounts reasonably
estimated by Landlord for the then current calendar year. Landlord may from time to time revise
such estimates based on available information relating to Landlord’s Operating Expenses and Taxes
or otherwise affecting the calculation hereunder. Within ninety (90) days after the end of each
calendar year, Landlord will provide Tenant with an accounting statement of Landlord’s Operating
Expenses and Taxes and other data necessary to calculate Additional Rent hereunder for such
calendar year prepared in reasonable “line item” detail, and consistently maintained from year to
year in accordance with generally accepted accounting principles (and at such time Landlord will
also provide Tenant with Landlord’s estimated budget for the current calendar year). Such
statement shall be conclusive between the parties unless disputed in accordance with Section
2.6.5. Upon issuance thereof, there shall be an adjustment between Landlord and Tenant for the
calendar year covered by such accounting to the end that Landlord shall have received the exact
amount of Additional Rent due hereunder. Any overpayments by Tenant hereunder shall be credited
against the next payments of Additional Rent due under this Section 2.6, provided there are
no outstanding amounts due Landlord under this Lease at such time. Any underpayments by Tenant
shall be due and payable within thirty (30) days of delivery of Landlord’s statement. With respect
to the calendar year in which the Term ends, the adjustment shall be pro rated for the portion of
the year included in the Term, but shall take place nevertheless at the times provided in the
preceding sentences (and any overpayments by Tenant hereunder shall be paid to Tenant within thirty
(30) days following the expiration of the Term, to the extent there are no outstanding amounts due
Landlord under this Lease at such time).



2.6.3 “LANDLORD’S OPERATING EXPENSES” — DEFINITION. “Landlord’s Operating Expenses”
means all reasonable and customary costs of Landlord in owning, servicing, operating, managing,
maintaining, and repairing the Building, Land, and all improvements thereon and providing services
to tenants including, without limitation, the costs of the following: (i) supplies, materials and
equipment purchased or rented, total wage and salary costs paid to, and all contract payments made
on account of, all persons engaged in the operation, maintenance, security, cleaning and repair of
the Building and Land, including Social Security, old age and unemployment taxes and so-called
“fringe benefits”; (ii) building services furnished to other tenants of the Building (if any) at
Landlord’s expense (including the types of services provided to Tenant pursuant to
Section 4.1 hereof) and maintenance and repair of and services provided to or on behalf of
the Building performed by Landlord’s employees or by other persons under contract with Landlord;
(iii) utilities consumed and expenses incurred in the operation, maintenance and repair of the
Building including, without limitation, oil, gas, electricity (other than electricity to tenants in
their premises if Tenant is directly responsible for payment under this Lease on account of
electricity consumed by Tenant), water, sewer and snow removal; (iv) commercially reasonable costs
of casualty, liability and other insurance, and unreimbursed costs incurred by Landlord which are
subject to a commercially reasonable insurance deductible; (v) provided that any of the following
are available for use by Tenant (and provided that the cost is applicable to all tenants of the
Hobbs Brook Office Park who benefit from the use of a cafeteria or other food service facility),
costs of operating any cafeteria, other food service facility for use of tenants of the Hobbs Brook
Office Park generally (subject to reasonable allocation as set forth in clause (vii) below); (vi)
management fees not to exceed four percent (4%) of gross rental income; (vii) any such costs of
Landlord incurred with respect to the Hobbs Brook Office Park that are reasonably allocated to the
Building. If Landlord, in its reasonable discretion, installs a new or replacement capital item
for the purpose of reducing (or avoiding increases in) Landlord’s Operating Expenses (provided that
Tenant has consented to the installation of such new or replacement capital item), complying with
any building code or other law, regulation or legal requirement not in effect prior to the Term
Commencement Date, or complying with the requirements of any insurer not in effect prior to the
Term Commencement Date, the cost of such item amortized on a straight-line basis over its useful
life as determined in accordance with generally accepted accounting principles with interest at the
then “Prime Rate” as published by the Wall Street Journal or comparable financial publication
reasonably selected by Landlord shall be included in Landlord’s Operating Expenses. Landlord’s
Operating Expenses shall not include (i) any costs or expenses incurred by Landlord in the
construction and development of the Building including construction for tenants for which Landlord
is entitled to reimbursement; (ii) payments of principal interest or other charges on mortgages;
(iii) costs for categories of services provided to other tenants but not to Tenant; (iv) salaries
of executives or principals of Landlord (except as the same may be reflected in the management fee
for the Building or attributable to actual Building operations); (v) costs incurred in connection
with the making of repairs or replacements which are the obligation of another tenant or occupant
of the Building; (vi) advertising, marketing, promotional, public relations or brokerage fees,
commissions or expenditures; (vii) interest or penalties for any failed payments by Landlord under
any contract or agreement; (viii) costs (including, within limitation, attorneys’ fees and
disbursements) in excess of reasonable insurance deductible amounts incurred in connection with any
judgment, settlement or arbitration award resulting from any gross negligence or willful misconduct
of Landlord or its agents; (ix) costs of electricity or utilities furnished directly to any
premises of other tenants of the Building where such utility is separately metered to the Premises
or Tenant pays a separate charge therefor; (x) costs incurred in connection with Landlord’s
preparation, negotiation, dispute resolution and/or enforcement of leases, including court costs
and attorneys’ fees and disbursements in connection with any summary proceeding to dispossess any
other tenant, or incurred in connection with disputes with prospective tenants, leasing agents,
purchasers or mortgagees; (xi) costs of repairs, restoration or replacements occasioned by fire or
other casualty in excess of reasonable insurance deductible amounts, or caused by the exercise of
the right of eminent domain; legal and other professional fees relating to matters which are
excluded from Operating Expenses for the Building; (xii) the cost to make improvements, alterations
and additions to the Building which are required in order to render the same in compliance with
laws, rules, orders, regulations and/or directives as in effect and generally enforced as of the
Term Commencement Date; (xiii) the cost of environmental monitoring, compliance, testing and
remediation performed in, on, about and around the Building or the Land except as provided in
Section 5.2 hereof; (xiv) depreciation; (xv) amounts other than the management fee
specified above paid to subsidiaries or affiliates of Landlord for services rendered to the
Building to the extent such amounts exceed the competitive costs for delivery of such services were
they not provided by such related parties; (xvi) expenditures for new or replacement capital items
other than those which are permitted above; (xvii) expenditures for the replacement of any item
covered by any warranty (to the extent of the coverage of such warranty); (xvii) costs to correct
any penalty or fine due incurred by Landlord due to Landlord’s violation of any federal, state or
local law or regulation and any interest or penalties due for late payment of Landlord’s Operating
Expenses; (xviii) costs of repair necessitated by Landlord’s negligence or willful misconduct;
(xix) expenses for any item or service that Tenant pays directly to a third party or separately
reimburses Landlord; (xx) expenses incurred by Landlord to the extent the same are reimbursed by
other tenants or third parties; (xxi) any expense associated with the operation of Landlord’s
business entity or interest therein as distinguished from the cost and operation of the Building;
(xxii) reserves; (xxiii) costs of the acquisition or lease of sculpture, paintings or other objects
of art; (xxiv) except as expressly permitted above, costs of alterations, capital improvements,
equipment, replacements and other items that under generally accepted accounting principles are
properly classified as capital expenditures (including, without limitation, the costs of paving any
parking areas); (xxv) Landlord’s general corporate and administrative expenses and (xxvi) any cost
for which Landlord is responsible under Section 4.4 below.



The Hobbs Brook Office Park currently includes a fitness facility where such services are
provided by a third party that pays rent for such space and the costs thereof are not passed
through as a Landlord’s Operating Expense. If Landlord ever intends to provide a fitness facility
as an amenity the costs of which will be charged as a Landlord’s Operating Expense, then Landlord
and Tenant will mutually and reasonably agree at such time whether or not Tenant will pay the costs
thereof as a Landlord’s Operating Expense so that Tenant’s employees may use such facility (and if
Tenant does not pay any such costs, such facility shall not be available for use by Tenant’s
employees).



2.6.4 “LANDLORD’S TAXES” — DEFINITION. “LANDLORD’S TAXES” means all taxes,
assessments and similar charges assessed or imposed on the Land for the then current fiscal year by
any governmental authority attributable to the Building and any associated parking structure
(including personal property associated therewith). The amount of any special taxes, special
assessments and agreed or governmentally imposed “in lieu of tax” or similar charges shall be
included in Landlord’s Taxes for any year but shall be limited to the amount of the installment
(plus any interest, other than penalty interest, payable thereon) of such special tax, special
assessment or such charge required to be paid during or with respect to the year in question.
Landlord’s Taxes include expenses, including reasonable fees of attorneys, appraisers and other
consultants, incurred in connection with any efforts to obtain abatements or reduction or to assure
maintenance of Landlord’s Taxes for any year wholly or partially included in the Term, whether or
not successful and whether or not such efforts involved filing of actual abatement applications or
initiation of formal proceedings. Landlord’s Taxes exclude income taxes of general application and
all estate, succession, inheritance and transfer taxes. If at any time during the Term there shall
be assessed on Landlord, in addition to or lieu of the whole or any part of the ad valorem tax on
real or personal property, a capital levy or other tax on the gross rents or other measures of
building operations, or a governmental income, franchise, excise or similar tax, assessment, levy,
charge or fee measured by or based, in whole or in part, upon building valuation, gross rents or
other measures of building operations or benefits of governmental services furnished to the
Building, then any and all of such taxes, assessments, levies, charges and fees, to the extent so
measured or based, shall be included within the term Landlord’s Taxes, but only to the extent that
the same would be payable if the Building and Land were the only property of Landlord. Landlord
shall pay all Landlord’s Taxes in a timely manner. Tenant may inquire in writing whether Landlord
intends to file for an abatement with respect to any given fiscal tax year and Landlord will
respond to such request within ten (10) Business Days (or such shorter period if the ten Business
Days will compromise any right to file a tax appeal) thereafter, so long as such written inquiry
provides that Landlord must respond thereto within ten (10) Business Days (or such shorter period
if the ten Business Days will compromise any right to file a tax appeal). In the event that
Landlord notifies Tenant, in writing, that Landlord does not intend to file for an abatement for
such year (or if Landlord fails to respond to Tenant’s notice within such ten [10] Business Day
period) (or such shorter period if the ten Business Days will compromise any right to file a tax
appeal), then Tenant may so file for such an abatement (and Landlord will reasonably cooperate with
Tenant in connection therewith, at no cost or expense to Landlord).



2.6.5 AUDIT RIGHTS.



At the request of Tenant at any time within fourteen (14) months after Landlord delivers
Landlord’s statement of Landlord’s Operating Expenses and Taxes to Tenant, Tenant (at Tenant’s
expense) shall have the right to examine Landlord’s books and records applicable to Landlord’s
Operating Expenses and Taxes. Such right to examine the records shall be exercisable: (a) upon
reasonable advance notice to Landlord and at reasonable times during Landlord’s business hours; (b)
only during the fourteen (14) month period following Tenant’s receipt of Landlord’s statement of
the actual amount of Landlord’s Operating Expenses and Taxes for the applicable calendar year; and
(c) not more than once each calendar year. Landlord’s statement of Operating Expenses and Taxes
shall be deemed conclusive except as to items specifically disputed in writing by notice from
Landlord to Tenant given within fourteen (14) months after Landlord delivers the statement to
Tenant. Tenant shall pay all costs of the audit unless Tenant is found to have overpaid Additional
Rent for Operating Expenses and Taxes by more than 4% for the year in question. In any event any
audit of Landlord’s Operating Expenses and Taxes shall be conducted by an independent certified
public accountant retained by Tenant, Tenant’s Chief Financial Officer or an auditing firm approved
by Landlord for such purpose (each, an “examiner”). In no event shall Tenant propose, nor
shall Landlord ever be required to approve, any examiner of Tenant who is being paid on a
contingent fee basis.



As a condition precedent to performing any such examination of Landlord’s books and records,
Tenant and its examiners shall be required to execute and deliver to Landlord an agreement in form
reasonably acceptable to Landlord agreeing to keep confidential any information that they discover
about Landlord or the Building in connection with such examination. Without limiting the
foregoing, such examiners shall also be required to agree that they will not represent any other
tenant in the Building in connection with examinations of Landlord’s books and records for the
Building unless said tenant(s) have retained said examiners prior to the date of the first
examination of Landlord’s books and records conducted by Tenant pursuant to this Section
2.6.5 and have been continuously represented by such examiners since that time.
Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to
rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached
any confidentiality undertaking to Landlord or any other landlord or cannot provide acceptable
assurances and procedures to maintain confidentiality. To the extent there are any underpayments
by Tenant, Tenant shall pay the same to Landlord within thirty (30) days after completion of such
accounting; and with respect to any overages assessed by Landlord, Landlord shall reimburse the
same to Tenant within thirty (30) days after the completion of such accounting, less any
outstanding amounts due Landlord under this Lease at such time.



2.7 ELECTRICITY



Landlord shall furnish to Tenant throughout the Term electricity for the operation of lighting
fixtures, and 120 volt current for the operation of normal office fixtures and equipment, but
excluding any high energy consumption equipment. Tenant covenants and agrees to pay as Additional
Rent the cost of such electricity for lighting fixtures and plugs only, which are separately
metered and shall be billed to Tenant monthly.



Tenant covenants and agrees that Landlord shall in no event be liable or responsible to Tenant
for any loss, damage or expense which Tenant may sustain or incur if either the quality or
character of electrical service is changed or is no longer suitable for Tenant’s requirements.
Tenant covenants and agrees that at all times its use of electric current shall never exceed the
capacity of existing feeders to the Building or the risers or wiring or installation of the
Building.



ARTICLE III




CONSTRUCTION




3.1 LANDLORD WORK



3.1.1 GENERAL. The Premises are being leased in their broom-clean, “as-is” condition
without representation or warranty by Landlord except as expressly set forth in this Lease, and
Landlord shall not be required to perform any work in connection with Tenant’s occupancy of the
Premises, except as set forth in the attached Exhibit B-2 (and the work set forth therein
shall be “Landlord’s Work”). Landlord’s Work shall be performed in accordance with the
schedule attached as Exhibit B-3 (and in no event will Landlord’s Work be substantially
completed later than March 16, 2008), in a good and workmanlike manner, in accordance with
applicable law and Landlord will obtain a certificate of occupancy (or certificates of occupancy)
therefor, and shall provide copies of the same to Tenant upon Tenant’s request. Landlord and
Tenant shall use commercially reasonable efforts to coordinate the prosecution of Landlord’s Work
and Tenant’s Initial Construction.



3.2 ENTRY BY TENANT PRIOR TO TERM COMMENCEMENT DATE



Commencing on the 333 Delivery Date, Tenant or any agent, employee or independent contractor
of Tenant shall have the right to enter the Premises to perform such work or decoration as is to be
performed by, or under the direction or control of, Tenant. Such right of entry shall be deemed a
license from Landlord to Tenant, and entry thereunder shall be at the sole risk of Tenant and
subject to all the terms of this Lease, including but not limited to Section 5.5, except
for the obligation to pay Annual Fixed Rent or Additional Rent for Landlord’s Operating Expenses or
Landlord’s Taxes. Without limitation of the foregoing, and subject to the rights of any existing
tenants or occupants of the Building, upon written request from Tenant, following the date hereof
Landlord shall provide Tenant reasonable access to the Premises for the purposes of preparing plans
or taking measurements, so long as such access does not interfere with the use of the Premises by
any occupant or Tenant thereof. Such right of entry shall be deemed a license from Landlord to
Tenant, and entry thereunder shall be at the sole risk of Tenant and subject to all the terms of
this Lease, including but not limited to Section 5.5, except for the obligation to pay
Annual Fixed Rent or Additional Rent for Landlord’s Operating Expenses or Landlord’s Taxes.



3.3 TENANT’S INITIAL CONSTRUCTION. Tenant at Tenant’s expense, subject to payment of
the Improvement Allowance and the Space Planning Allowance in accordance with Exhibit B
attached hereto, shall perform all Tenant Work considered necessary or desirable by Tenant to make
the Premises ready for Tenant’s occupancy (“Tenant’s Initial Construction”) in accordance
with the provisions of Exhibit B. Any portion of the Improvement Allowance that is not
disbursed to Tenant within nine (9) months of the Term Commencement Date shall be applied towards
Tenant’s Annual Fixed Rent obligation hereunder.



ARTICLE IV




LANDLORD’S COVENANTS




4.1 LANDLORD’S COVENANTS



4.1.1 BUILDING SERVICES. Landlord shall furnish services, utilities, facilities and
supplies set forth in this Section 4.1.1. Tenant may obtain additional services,
utilities, facilities and supplies from time to time upon reasonable advance request or Landlord
may furnish the same without request if Landlord reasonably determines and notifies the Tenant that
Tenant’s use or occupancy of the Premises necessitates the same (for example where the condition of
the Premises necessitates additional cleaning services), and, in either case, the cost of the same
at reasonable rates from time to time established by Landlord shall constitute Additional Rent,
payable upon demand. For all purposes in this Lease, the phrase “Hours of Operation” shall
mean Mondays through Fridays excepting legal holidays in the state in which the Building is located
from 7:00 a.m. to 7:00 p.m. and on Saturdays from 8:00 a.m. to 1:00 p.m.



4.1.1.1 WATER CHARGES. Landlord shall furnish hot and cold water for ordinary office
cleaning, toilet, lavatory and drinking purposes. If Tenant requires, uses or consumes water for
any other purpose, Landlord may assess Tenant reasonable charges for additional water.



4.1.1.2 TRASH REMOVAL. Landlord will provide trash removal from the Premises and the
Building.



4.1.1.3 HEAT AND AIR-CONDITIONING. Landlord shall, through the Building heating and
air-conditioning system, furnish to and distribute in the Premises heat during the Hours of
Operation of the normal heating season and air conditioning during the Hours of Operation of the
normal cooling season when air conditioning may reasonably be required for the comfortable
occupancy of the Premises by Tenant in accordance with the specification attached as Exhibit
D. Landlord shall not be required to furnish heat and air-conditioning in the Premises in
excess of the capacity of the equipment installed in the Building. If Tenant requests Landlord to
provide heat or air conditioning beyond the Hours of Operation, Tenant shall pay Landlord therefor
at rates reasonably established by Landlord from time to time, to reflect Landlord’s cost without
mark-up to Tenant. If Tenant requires additional air-conditioning for business machines, meeting
rooms or other purposes, or because of occupancy or unusual electrical loads, any additional
air-conditioning units, chillers, condensers, compressors, ducts, piping and other equipment and
facilities will be installed and maintained by Landlord at Tenant’s sole cost, but only to the
extent that the same are compatible with the Building and its mechanical systems.



4.1.1.4 OUTDOOR MAINTENANCE. Landlord shall maintain the landscaping, walkways
parking areas and other outdoor facilities (including, without limitation, outdoor lighting) on the
Land that serve the Building in a manner consistent with other first-class office buildings in the
greater Boston “Metro-West” area. Such maintenance shall include snow removal from the Land,
including the walkways and parking areas.



4.1.1.5 CAFETERIA. Landlord shall maintain and operate the cafeteria located in the
Building; provided, however, within thirty (30) days of Tenant’s written request, Landlord shall
terminate such service, in which case the Operating Expenses shall be reduced to eliminate such
cafeteria service.



4.1.2 REPAIRS. Except as otherwise provided in this Lease, and except for repairs to
items referred to below necessitated by Tenant’s act or neglect (which shall be Tenant’s repair
obligation under Section 5.1), Landlord shall make such repairs to the roofs, exterior
walls, exterior windows of the Premises (except if such damage or repair is necessitated by the
Tenant’s negligence or willful misconduct), floor slabs, core walls, foundation, Building systems
(including HVAC), elevators and common areas and facilities in the Building as may be necessary to
keep them in good condition.



4.1.3 QUIET ENJOYMENT. Landlord covenants that Tenant, on paying the Rent and
performing the tenant obligations in this Lease, shall peacefully and quietly have, hold and enjoy
the Premises, free from any claim by Landlord or persons claiming under Landlord, but subject to
all of the terms and provisions hereof, provisions of law and rights of record to which this Lease
is or may become subordinate in accordance with the provisions of this Lease. This covenant is in
lieu of any other so-called quiet enjoyment covenant, either express or implied. Subject to all
applicable terms and provisions of this Lease, Tenant shall have access to the Premises on a
24-hour per day, 7-day per week basis.



4.2 INTERRUPTION



Except as expressly set forth in this Lease and except for Landlord’s negligence, Landlord
shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience
or annoyance or for loss of business arising from Landlord or its agents entering the Premises for
any of the purposes authorized in this Lease or from repairs by Landlord of any portion of the
Building (provided, however, that Landlord shall use commercially reasonable efforts to avoid
interruption of Tenant’s use of the Premises for the Permitted Uses during any such entry into the
Premises). In case Landlord is prevented or delayed from diligent construction of improvements,
making any repairs, alterations or improvements, or furnishing any services or performing any other
covenant or duty to be performed on Landlord’s part, by reason of strike or other labor trouble,
fire or other casualty, or inability to obtain supplies, or labor despite reasonable efforts, or
unusually adverse weather conditions, or unforeseen subsurface conditions, or acts of God, war,
terrorism or other public emergency, or delays due to government regulation or delays in obtaining
insurance proceeds, or any other cause whether similar or dissimilar beyond Landlord’s reasonable
control collectively and individually (“Force Majeure”), Landlord shall not be liable to
Tenant therefor, nor, except as otherwise provided in this Lease, shall Tenant be entitled to any
abatement or reduction of Rent by reason thereof, nor shall the same give rise to a claim in
Tenant’s favor that such failure constitutes actual or constructive, total or partial, eviction
from the Premises. In no event shall Landlord be liable for indirect or consequential damages
arising out of any default by Landlord. In no event shall Tenant be liable for indirect or
consequential damages arising out of any default by Tenant.



Landlord reserves the right to stop any service or utility system, when necessary by reason of
accident or emergency or repair necessitating such stoppage (subject to the provisions hereof);
provided, however, that in each instance of stoppage, Landlord shall exercise commercially
reasonable diligence for the Landlord of a first-class building such as the Building located in the
greater Boston, Massachusetts “Metro-West” area to eliminate the cause thereof. Except in case of
emergency repairs, Landlord will give Tenant reasonable advance notice of any contemplated stoppage
and will use reasonable efforts to avoid unnecessary interruption of Tenant’s use of the Premises
by reason thereof.



4.3 INSURANCE



4.3.1 PROPERTY INSURANCE. Landlord agrees to maintain throughout the Term, with
companies licensed and approved to write insurance in the state in which the Building is located,
property insurance against direct physical loss or damage to the Building on an “all risks,” agreed
amount basis in an amount equal to the physical replacement cost of the Building. Landlord shall
not be required to carry insurance with respect to any property that Tenant is required to insure
pursuant to Section 5.6.



4.3.2 LIABILITY INSURANCE. Throughout the Term, Landlord agrees to maintain in a
responsible company or companies liability insurance against claims, demands or actions for injury,
death, and property damage in amounts not less than Five Million Dollars ($5,000,000) in the
aggregate.



4.4 HAZARDOUS SUBSTANCES



To the best knowledge of Landlord, (i) no Hazardous Substances (as defined in
Section 5.2) requiring remediation or investigation under applicable environmental laws are
present on the Property or the soil, surface water or groundwater thereof and (ii) no action,
proceeding or claim is pending or threatened regarding the Property concerning any Hazardous
Substances or pursuant to any environmental law. Landlord shall, at Landlord’s cost (and not as a
Landlord’s Operating Expense), following notice by Tenant remove or remediate (or cause the
responsible party to remove or remediate) any Hazardous Substances located in the Premises or
Building or Property that affect Tenant’s use of the Premises or portions of the Building or
Property as to which Tenant has appurtenant rights hereunder, as and to the extent required by
applicable law. The foregoing covenant shall not apply to any Hazardous Substances that exist in
the Premises or the Building or the Property as a result of any act or omission of Tenant, its
employees, agents, or guests, Tenant’s architect, Tenant’s contractors, or any persons acting under
or through Tenant. Landlord shall be fully liable for and responsible for and indemnify and defend
Tenant from and against any and all claims, costs, liabilities, damages, expenses, injuries,
losses, actions and obligations of any nature resulting from any breach of the provisions of this
Section 4.4 and from any release of Hazardous Substances caused by Landlord, its agents or
contractors that is in violation of applicable law. The provisions of this
Section 4.4 shall survive the expiration or earlier termination of this Lease.



ARTICLE V




TENANT’S ADDITIONAL COVENANTS




5.1 MAINTENANCE AND REPAIR



Except for damage by fire or casualty and reasonable wear and tear, Tenant shall at all times
keep the Premises clean, neat and in as good repair, order and condition as the same are at the
beginning of the Term or may be put in thereafter. The foregoing shall include without limitation
Tenant’s obligation to maintain floors and floor coverings, to paint and repair walls and doors, to
replace and repair ceiling tiles, interior glass (and exterior glass if such damage or repair is
necessitated by the Tenant’s negligence or willful misconduct), interior lights and light fixtures,
drains and the like. Without limiting the generality of the foregoing, Tenant shall cause the
Premises to be kept reasonably clean in accordance with similarly situated, first class office
buildings.



5.2 USE, WASTE AND NUISANCE



Throughout the Term, Tenant shall use the Premises for the Permitted Uses only, and shall not
use the Premises for any other purpose. Tenant shall not injure, overload, deface or commit waste
in the Premises or any part of the improvement on the Land, nor permit the emission therefrom of
any objectionable noise, light or odor, nor use or permit any use of the Premises which is
improper, offensive, contrary to law or ordinance or which is liable to invalidate or increase the
premium for any insurance on the Building or its contents or which is liable to render necessary
any alterations or additions in the Building, nor obstruct in any manner any portion of the
Building. If Tenant’s use of the Premises results in an increase in the premium for any insurance
on the Building or the contents thereof (or would result in such an increase if the Landlord were
not self-insuring), Landlord shall notify Tenant of such increase and Tenant shall pay same as
Additional Rent.



Tenant shall not without Landlord’s prior written consent keep, store, or use any substances
or materials designated as, or containing components now or hereafter designated as, hazardous,
dangerous, toxic or harmful and/or subject to regulation under any federal, state or local law,
regulation or ordinance (“Hazardous Substances”) in, on, under or about the Premises or
Building except for ordinary cleaning and office supplies used and stored in accordance with
applicable law. With respect to any Hazardous Substance kept, stored or used with Landlord’s
consent, Tenant shall: (i) not permit any such Hazardous Substance to escape, be released, or be
disposed of in, or about the Premises, Building, or Land, (ii) promptly, timely and completely
comply with all federal, state or local governmental requirements concerning such Hazardous
Substances, including without limitation, use, sale, transportation, generation, treatment,
disposal, reporting and record keeping, and (iii) within fifteen (15) Business Days of Landlord’s
request, provide evidence satisfactory to Landlord of Tenant’s compliance with all applicable
federal, state or local laws, regulations or ordinances. Without limitation, Hazardous Substances
shall include those described in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. §9601 et seq., the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. §6901 et seq., the Massachusetts Hazardous Waste Management Act, as
amended, M.G.L. Chapter 21C, and the Massachusetts Oil and Hazardous Material Release Prevention
Act, as amended, M.G.L. Chapter 21E, and the regulations adopted under these acts. In addition,
Tenant shall execute affidavits, representations and the like from time to time at Landlord’s
request concerning Tenant’s best knowledge and belief regarding the presence of Hazardous
Substances on the Premises.



If any governmental agency shall ever require testing to ascertain whether or not there has
been any release of Hazardous Substances (x) in the Building (first occurring after the Term
Commencement Date) or (y) that has been caused by Tenant or any party acting by, through or under
Tenant (including, without limitation, any employee, agent, contractor or invitee of Tenant), then
the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as Additional
Rent if such requirement is the result of Tenant’s use or occupancy of the Premises. Any and all
reasonable costs incurred by Landlord in connection with Landlord’s monitoring of Tenant’s
compliance with this Section 5.2, including Landlord’s attorneys’ fees and costs, shall be
Additional Rent and shall be due and payable to Landlord within thirty (30) days of Landlord’s
demand. Tenant shall be fully and completely liable to Landlord (either with or without
negligence) for any and all cleanup costs and expenses and any and all other charges, expenses,
fees, fines, penalties (both civil and criminal) and costs imposed with respect to Tenant’s use,
disposal, transportation, generation and/or sale of, or Tenant’s causing or permitting the escape,
disposal or release, of any biologically or chemically active or other Hazardous Substance. In all
events, Tenant shall indemnify Landlord as provided in Section 5.5 from any release of
hazardous materials in the Premises occurring while Tenant is in possession (unless the same is
caused by the negligence of Landlord or any employee, contractor or agent of Landlord), or
elsewhere if caused by Tenant or persons acting under Tenant. The provisions of this
Section 5.2 shall survive the expiration or earlier termination of this Lease.



5.3 COMPLIANCE WITH LAW



Tenant shall use the Premises only as permitted under federal, state, and local laws,
regulations and orders applicable from time to time, including without limitation municipal
by-laws, land use and zoning laws, environmental laws and regulations (as set forth in
Section 5.2 above) and occupational health and safety laws, and shall procure all
approvals, licenses and permits necessary therefor, in each case giving Landlord true and complete
copies of the same and all applications therefor. Tenant shall promptly comply with all present
and future laws applicable to Tenant’s particular use of the Premises or Tenant’s signs thereon,
foreseen or unforeseen, and whether or not the same necessitate structural or other changes or
improvements to the Premises or interfere with its particular use and enjoyment of the Premises,
and shall comply with all requirements reasonable in light of the use Tenant is making of the
Premises of insurance inspection or rating bureaus having jurisdiction. If Tenant’s use of the
Premises results in any increase in the premium for any insurance carried by Landlord, then upon
Landlord’s notice to Tenant of such increase Tenant shall pay the same to Landlord within sixty
(60) days after demand as Additional Rent. Tenant shall bear the sole risk of all present or
future laws affecting the Premises or appurtenances thereto (except for any costs for which
Landlord is responsible pursuant to the express provisions of Section 2.6.3(xii)), and
Landlord shall not be liable for (nor suffer any reduction in any rent on account of) any
interruption, impairment or prohibition affecting the Premises or Tenant’s use thereof resulting
from the enforcement of laws.



Landlord shall maintain and operate the Building in accordance with this Lease in compliance
with applicable federal, state, and local laws, regulations and orders applicable from time to
time, including without limitation municipal by-laws, land use and zoning laws, environmental laws
and regulations (as set forth in Section 5.2 above) and occupational health and safety
laws, and shall procure all approvals, licenses and permits necessary therefor.



5.4 RULES AND REGULATIONS



Tenant shall conform to all reasonable non-discriminatory rules and regulations now or
hereafter promulgated from time to time by Landlord (to the extent that copies of the same are
available at www.hobbsbrook.com or are otherwise made available to the Tenant) for the care
and use of the Premises and the Building and the parking areas and facilities serving the Building,
including but not limited to rules and regulations relating to the conservation of energy and the
initial Rules and Regulations set forth at www.hobbsbrook.com. In no event may Landlord’s
rules and regulations derogate from Tenant’s rights under this Lease or materially increase its
obligations (such rights and obligations to be interpreted consistently with standards for a
first-class suburban office building in greater Boston, Massachusetts).



5.5 INDEMNIFICATION AND INSURANCE



5.5.1 INDEMNIFICATION. Tenant shall save Landlord, its mortgagees and its direct and
indirect owners, and the managers, directors, officers, trustees, agents, employees, property
management companies, attorneys, and independent contractors of any of the foregoing (collectively,
the “Indemnitees”) harmless and indemnified (and shall defend the Indemnitees with counsel
reasonably approved by the Indemnitees) against any claim, loss or cost, whether in law or equity,
and/or arising in whole or in part out of any injury, loss, theft or damage to any person or
property while on, in or about the Premises, or out of any condition within the Premises, to the
extent not due to the negligence or willful misconduct of the Indemnitees, and to any person or
property anywhere occasioned by any act, omission, neglect or default of Tenant or of employees,
agents, managers, officers, directors, members, trustees, independent contractors or invitees of
Tenant or any person acting under Tenant. This indemnity shall not require payment as a condition
precedent to recovery. Tenant shall pay all costs and expenses including reasonable attorneys’ fees
associated with enforcement of the provisions of this Section 5.5.1.



Landlord shall save Tenant, its directors, officers, agents, and employees (collectively, the
“Tenant Indemnitees”) harmless and indemnified (and shall defend the Tenant Indemnitees
with counsel reasonably approved by the Tenant Indemnitees) against any claim, loss or cost,
whether in law or equity, arising out of any injury, loss, theft or damage to any person or
property while on or in the Premises or the common areas of the Building, if due to the negligence
or willful misconduct of the Landlord, or its employees, contractors or agents.



The provisions of this Section 5.5.1 shall survive the expiration or earlier
termination of this Lease.



5.5.2 INSURANCE. Throughout the Term (and such further time as Tenant or any person
claiming through Tenant occupies any part of the Premises) Tenant shall maintain in a responsible
company or companies licensed in the state in which the Building is located and approved by
Landlord, liability insurance in form satisfactory to Landlord, written on an occurrence basis,
insuring the Indemnitees and other parties as designated by Landlord or as may be so designated
from time to time, and Tenant, as their respective interests may appear, against all claims,
demands or actions for injury, death, and property damage in amounts not less than those specified
in Section 1.1 (as such amounts may, from time to time, be reasonably increased by
Landlord). All insurance to be maintained by Tenant under this Section 5.5.2 shall provide
that the insurer shall endeavor to give at least thirty (30) days’ prior written notice of
cancellation, termination, or change to the Indemnitees and other parties designated by Landlord.
The policy or policies or a duly executed Evidence of Insurance (ACCORD Form 27) for the same
(together with satisfactory evidence of the payment of the premium thereon if requested by
Landlord) shall be deposited with Landlord and other parties designated by Landlord at the
beginning of the Term and, upon renewals of such policies, not less than thirty (30) days prior to
the expiration of the term of such coverage. If Tenant fails to comply with any of the foregoing
requirements, Landlord may obtain such insurance on behalf of Tenant and may keep the same in
effect, and Tenant shall pay Landlord, as Additional Rent, the premium cost thereof upon demand.
The provisions of this Section 5.5.2 shall survive the expiration of the Term or earlier
termination of this Lease.



5.6 TENANT’S PROPERTY



All furnishings, fixtures, equipment, effects and property of Tenant and of all persons
claiming through Tenant which from time to time may be on the Premises or elsewhere in the Building
or in transit thereto or therefrom shall be at the sole risk of Tenant and shall be kept insured by
Tenant throughout the term at Tenant’s expense and in prudent amounts, and if the whole or any part
thereof shall be destroyed or damaged by fire, explosion, water leakage, rupture of water pipes or
other Building equipment or facilities, or resulting from dampness, or by theft or from any other
cause whatsoever in the Building, no part of said loss or damage is to be charged to or be borne by
Landlord, unless and to the extent the same is caused by the negligence or willful misconduct of
Landlord. The parties acknowledge that damage or destruction may result from acts of cleaning
personnel and employees of other independent contractors of Landlord working in and around the
Premises and that Tenant shall bear the risk and cost thereof unless Landlord has been negligent in
the selection of such persons.



5.7 ENTRY FOR REPAIRS AND INSPECTIONS



Tenant shall permit Landlord and its agents to enter and examine the Premises at reasonable
times and upon at least two (2) Business Days notice (subject to the provisions of the following
sentence regarding emergencies), if Landlord shall so elect, to make any repairs or replacements
Landlord may deem necessary or desirable, to remove at Tenant’s expense any alterations, additions,
signs or the like not consented to in writing, and to show the Premises to prospective tenants
during the twelve (12) months preceding the expiration of the Term and to prospective purchasers
and mortgagees at all times. Landlord shall use commercially reasonable efforts to minimize
interference with Tenant’s use of the Premises for the Permitted Uses during any such entry. In
case of an emergency in the Premises or in the Building, Landlord or its representative may enter
the Premises (forcibly, if necessary) at any time to take such measures as may be needed to deal
with such emergency. Notwithstanding anything to the contrary set forth in this Section
5.7, Tenant may designate reasonable areas of the Premises as “Secured Areas” should
Tenant require such Secured Areas for the purpose of securing certain valuable property or
confidential information. In connection with the foregoing, Landlord shall not enter such Secured
Areas except in the event of an emergency or as provided in the next sentence. Landlord need not
clean any area designated by Tenant as a Secured Area and shall only maintain or repair such
Secured Areas to the extent that such repair or maintenance is (i) required in order to maintain
and repair the Building structure and/or the Building systems; (ii) required by applicable law, or
(iii) in response to specific requests by Tenant and in accordance with a schedule reasonably
designated by Tenant, subject to Landlord’s reasonable approval.



5.8 ASSIGNMENT, SUBLETTING



Tenant, voluntary or involuntarily, shall not assign this Lease, or sublet, license, mortgage
or otherwise encumber or convey the Premises or any portion thereof, or permit the occupancy of all
or any portion of the Premises other than by the Tenant (all or any of the foregoing actions are
referred to as “Transfers”) and all or any of assignees, transferees, licensees, and other
such parties are referred to as “Transferees”) without obtaining, on each occasion, the
prior written consent of the Landlord, which consent shall not be unreasonably withheld or delayed.
Any Transfer without such consent shall be null and void and of no effect whatsoever.
Notwithstanding the provisions of this Section 5.8, this Lease may be assigned, or the
Premises may be sublet, in whole or in part, after prior notice to Landlord but without consent of
the Landlord and without any termination right of the Landlord being applicable thereto, (i) to any
corporation or other entity into or with which Tenant may be merged or consolidated or to any
corporation or entity to which all or substantially all of the Tenant’s assets or stock will be
transferred, or (ii) to any corporation which is an affiliate, subsidiary, parent or successor of
Tenant, provided in all such cases the surviving corporation or entity shall provide reasonable
evidence that it has a creditworthiness at least equal to the greater of the net worth of Tenant
(i) as of the date of such corporate transaction, and (ii) as of the date of this Lease and shall
agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease
(all of the foregoing being referred to as a (“Permitted Transfer”). Unless Landlord’s
consent specifically provides otherwise with respect to a particular proposed Transferee, Tenant
shall not offer to make or enter into negotiations with respect to a Transfer to any of the
following: (i) a tenant in the Building or any other building owned, managed or controlled by
Landlord provided that Landlord has space available for such party; (ii) any party with whom
Landlord or any affiliate of Landlord is then negotiating with respect to space in the Building or
any other building owned, managed or controlled by Landlord or an affiliate of Landlord provided
that Landlord (or any such affiliate) has space available for such party; or (iii) any party which
would be of such type, character or condition as to be inappropriate, in Landlord’s reasonable
judgment, as a tenant for a first class office building. Tenant’s request for consent to a Transfer
shall include a copy of the proposed Transfer instrument together with a statement of the proposed
Transfer in detail reasonably satisfactory to Landlord, together with reasonably detailed
financial, business and other information about the proposed Transferee. If Tenant intends to
Transfer more than one-third (1/3) of the Premises and such Transfer is not a Permitted Transfer,
then Tenant shall provide Landlord with written notice of its intention to do so and Landlord shall
have the option (but not the obligation) to terminate the Lease with respect to such a Transfer
effective upon the date that such transfer was to be effective and continuing for the proposed term
thereof by giving Tenant notice of such termination within thirty (30) days after Landlord’s
receipt of such notice from Tenant. In such event, all lobbies, elevators, restrooms and other
facilities that are necessary for the use and occupancy of the recaptured premises shall constitute
common areas and Landlord shall be entitled to the use of such areas in common with Tenant.
Tenant, however, shall have the right to withdraw such request if Landlord gives Tenant notice of
its right to recapture the Premises. If Tenant makes a Transfer hereunder, and if the aggregate
rent and other charges payable to Tenant under and in connection with such Transfer (including
without limitation any amounts paid for leasehold improvements or on account of Tenant’s costs
associated with such Transfer) exceed the sum of (x) Rent and other charges paid hereunder with
respect to the space in question and (y) Tenant’s reasonable out-of-pocket costs to procure the
Transfer amortized on a straight-line basis over the Term of the Transfer, Tenant shall pay to
Landlord, as Additional Rent, fifty percent (50%) of the amount of such excess within thirty (30)
days after Tenant’s receipt thereof.



A consent required from Landlord under this Section 5.8 with respect to a particular
Transfer may be deemed given in accordance with the following procedure. Tenant shall provide an
initial written notice to Landlord (which shall include all materials required under this
Section 5.8) with the following written on the outside of the delivery envelope: “FAILURE
TO RESPOND TO THIS NOTICE WITHIN TWENTY DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR
ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 333 WYMAN STREET IN WALTHAM,
MASSACHUSETTS.” If Landlord does not respond to such request within twenty (20) days after
delivery to Landlord, Tenant shall provide another written notice to Landlord (which shall also
include all materials required under this Section 5.8) with the following written on the
outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE BUSINESS DAYS
SHALL RESULT IN THE DEEMED APPROVAL OF A SUBLEASE OR ASSIGNMENT AFFECTING ALTUS PHARMACEUTICALS
INC.’S TENANCY AT 333 WYMAN STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to
such second notice within five (5) Business Days after delivery to Landlord, then the consent
required from Landlord with respect to such Transfer (but not any future Transfer) shall be deemed
given.



Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees and other
commercially reasonable out-of-pocket expenses incurred in connection with any proposed Transfer,
including fees for review of documents and investigations of proposed Transferees. Notwithstanding
any such Transfer, the original Tenant named herein shall remain directly and primarily obligated
under this Lease. The amount of such fees and expenses shall not exceed Two Thousand Five Hundred
Dollars ($2,500) with respect to any single Transfer, such amount to be subject to commercially
reasonable increase upon the commencement of the fifth (5th) Lease Year of the Term.



If Tenant enters into any Transfer including a Permitted Transfer with respect to the Premises
(or any part thereof), such Transferee shall be liable, jointly and severally, with Tenant, to the
extent of the obligation undertaken by or attributable to such Transferee, for the performance of
Tenant’s agreements under this Lease (including payment of Rent under the Transfer), and every
Transfer shall so provide, without relieving or modifying Tenant’s liability hereunder. The
foregoing provision shall be self-operative, but in confirmation thereof, such Transferee shall
execute and deliver such instruments as may be reasonably required by Landlord to acknowledge such
liability. Following a default by Tenant (subject to any applicable notice and cure periods),
Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent and
other charges hereunder, but no such assignment or collection shall be deemed a waiver of the
provisions of this Section 5.8, or the acceptance of the Transferee as a tenant, or a
release of Tenant from direct and primary liability for the further performance of Tenant’s
covenants hereunder. The consent by Landlord to a particular Transfer shall not relieve Tenant
from the requirement of obtaining the consent of Landlord to any further Transfer.



5.9 ALTERATIONS



Tenant shall make no alterations, additions or improvements to the Premises (any of the
foregoing being “Tenant Work”) without the prior written consent of Landlord and only in
accordance with the requirements of this Lease and Landlord’s rules and regulations under
Section 5.4. Notwithstanding the foregoing, after notice to Landlord but without any
requirement for Landlord’s consent, Tenant may perform (i) cosmetic or decorative alterations in
the Premises and (ii) other alterations which do not affect the Building’s structure or base
building systems and which cost no more than $100,000 in the aggregate for a single project,
provided that all such alterations are made in accordance the applicable provisions of this Lease,
including without limitation this Section 5.9. Tenant shall obtain all state, local and
other necessary permits before undertaking any such alterations, additions or improvements and
shall carry such insurance (naming the Indemnitees as additional insureds) and with respect to any
project that costs more than $500,000 obtain such payment, performance and lien bonds as Landlord
shall require (provided that so long as Tenant has not been in monetary default under this Lease on
more than three [3] occasions, subject to any applicable notice and cure periods, then Landlord
shall not require Tenant to obtain such bonds). Prior to commencing work, Tenant’s contractors
shall provide certificates of insurance to Landlord evidencing that such contractors have
sufficient insurance to complete the portion of the Tenant Work for which they are responsible, in
such form and amounts as may be approved by Landlord in advance. Any alterations, additions and
improvements to the Premises, except movable furniture and trade fixtures, shall belong to
Landlord. All alterations, additions and improvements to the Premises shall be at Tenant’s sole
cost. Tenant shall pay, when due, the entire cost of all Tenant Work so that the Premises shall
always be free of liens for labor or materials. If any mechanic’s lien (which term shall include
all similar liens relating to the furnishing of labor and materials) is filed against the Building
which is claimed to be attributable to Tenant, its agents, employees, contractors, or persons
working under Tenant’s direction or control, then Tenant shall give Landlord immediate notice of
such lien and shall discharge the same by payment or filing any necessary bond within ten (10) days
after Tenant has notice (from any source) of such lien. Landlord may, as a condition of its
approval of any Tenant Work project that costs more than $500,000, require Tenant to deposit with
Landlord a bond, letter of credit or other similar security in the amount of Landlord’s reasonable
estimate of the value of such Tenant Work securing Tenant’s obligations to make payments for such
Tenant Work (provided however that so long as Tenant has not been in monetary default under this
Lease on more than three [3] occasions, subject to any applicable notice and cure periods. then
Landlord shall not require Tenant to provide any such security). Landlord’s approval of the
construction documents shall signify Landlord’s consent to the work shown thereon only and Tenant
shall be solely responsible for any errors or omissions contained therein. Any approval of
Landlord required under this Section 5.9 shall not be unreasonably withheld, conditioned or
delayed.



A consent required from Landlord under this Section 5.9 with respect to a particular
Tenant Work matter may be deemed given in accordance with the following procedure. Tenant shall
provide an initial written notice to Landlord (which shall include all materials required under
this Section 5.9) with the following written on the outside of the delivery envelope:
“FAILURE TO RESPOND TO THIS NOTICE WITHIN TWENTY DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A
TENANT WORK MATTER AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 333 WYMAN STREET IN WALTHAM,
MASSACHUSETTS.” If Landlord does not respond to such request within twenty (20) days after
delivery to Landlord, Tenant shall provide another written notice to Landlord (which shall also
include all materials required under this Section 5.9) with the following written on the
outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE BUSINESS DAYS
SHALL RESULT IN THE DEEMED APPROVAL OF A TENANT WORK MATTER AFFECTING ALTUS PHARMACEUTICALS INC.’S
TENANCY AT 333 WYMAN STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such
second notice within five (5) Business Days after delivery to Landlord, then the consent required
from Landlord with respect to such Tenant Work matter (but no other matter) shall be deemed given.



5.10 SURRENDER



At the expiration of the Term or earlier termination of this Lease, without the requirement of
any notice, Tenant shall peaceably surrender the Premises including all alterations and additions
thereto and all replacements thereof, including carpeting, any water or electricity meters, and all
fixtures and partitions, in any way bolted or otherwise attached to the Premises (which shall
become the property of Landlord) except for such alterations and additions as Landlord has directed
Tenant to remove when Tenant requested Landlord’s approval for such alterations and additions in
accordance with Section 5.9 above (other than cabling, which Tenant shall always be
required to remove unless Landlord agrees, in its sole discretion, that Tenant shall not be
obligated to remove all or a portion of such cabling), and Tenant shall leave the Premises and
improvements in the condition in which the same are required to be maintained under
Section 5.1, subject to reasonable wear and tear and damage by casualty. Tenant shall, at
the time of termination, remove the goods, effects and fixtures which Tenant is directed or
permitted to remove in accordance with the provisions of this Section 5.10, making any
repairs to the Premises and other areas necessitated by such removal and leaving the Premises in
the condition otherwise required by this Section 5.10. Should Tenant fail to remove any of
such goods, effects, and fixtures within ten (10) days after notice by Landlord, the same shall be
deemed abandoned by Tenant and may be disposed of by Landlord at Tenant’s expense. In the event
that Landlord terminates this Lease pursuant to Section 7.1 and re-enters and possesses the
Premises in accordance with the terms of this Lease then Landlord may, without notice, store
Tenant’s personal property (and those of any person claiming under Tenant) at the expense and risk
of Tenant or, if Landlord so elects, Landlord may sell such personal property in accordance with
the previous sentence and apply the net proceeds to the earliest of installments of Rent or other
charges owing Landlord.



5.11 PERSONAL PROPERTY TAXES



Tenant shall pay promptly when due all taxes (and charges in lieu thereof) imposed upon
Tenant’s personal property in the Premises, (including, without limitation, fixtures and
equipment), no matter to whom assessed.



5.12 SIGNS



No sign, name, placard, advertisement or notice visible from the exterior of the Premises
shall be inscribed, painted or affixed by Tenant on any part of the Building without the prior
written approval of Landlord. All signs or letterings on doors, or otherwise, approved by
Landlord, shall be inscribed, painted or affixed by a person reasonably approved by Landlord and at
the sole cost and expense of Tenant. Notwithstanding the foregoing, (a) subject to applicable
legal requirements, Tenant shall have the right to install at Tenant’s expense a monument sign
provided and maintained by Landlord in front of the Building at a location that is mutually
acceptable to Landlord and Tenant, all at Tenant’s expense, subject to Landlord’s prior reasonable
approval of the design and location and subject to compliance with all applicable legal
requirements, and (b) Landlord will provide initial main lobby, building directory, elevator lobby,
and entry signage in Building standard size and location at Landlord’s expense. Tenant shall keep
its sign on the Building exterior and its sign on the monument in good condition and repair at
Tenant’s expense. So long as Tenant is occupying the entire Building, no signage for any other
tenant shall be placed on or around the Building, and if Tenant at any time ceases to occupy the
entire Building then Landlord may terminate Tenant’s signage rights for the Building exterior and
monument sign and remove Tenant’s exterior and monument signage at Tenant’s expense. Any approval
required by Landlord under this Section 5.12 shall not be unreasonably withheld,
conditioned or delayed.



A consent required from Landlord under this Section 5.12 with respect to a particular
signage issue may be deemed given in accordance with the following procedure. Tenant shall provide
an initial written notice to Landlord (which shall include all materials required under this
Section 5.12) with the following written on the outside of the delivery envelope: “FAILURE
TO RESPOND TO THIS NOTICE WITHIN TEN DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A SIGNAGE ISSUE
AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 333 WYMAN STREET IN WALTHAM, MASSACHUSETTS.” If
Landlord does not respond to such request within ten (10) days after delivery to Landlord, Tenant
shall provide another written notice to Landlord (which shall also include all materials required
under this Section 5.12) with the following written on the outside of the delivery
envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN THREE BUSINESS DAYS SHALL RESULT IN THE DEEMED
APPROVAL OF A SIGNAGE ISSUE AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 333 WYMAN STREET IN
WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such second notice within three (3)
Business Days after delivery to Landlord, then the consent required from Landlord with respect to
such signage issue (but not any future signage issue) shall be deemed given.



ARTICLE VI




CASUALTY AND TAKING




6.1 DAMAGE BY FIRE OR CASUALTY



If the Premises or any part thereof shall be damaged by fire or other insured casualty, then,
subject to the last paragraph of this Section 6.1, Landlord shall proceed with diligence,
subject to then applicable statutes, building codes, zoning ordinances and regulations of any
governmental authority, and at the expense of Landlord (but only to the extent of insurance
proceeds made available to Landlord by any mortgagee of the Building) to repair or cause to be
repaired all damage to the Premises (except for damage to leasehold improvements installed by
Tenant without notice to and, if required by this Lease, approval by Landlord). All such repairs
made necessary by any negligent act, negligent omission or willful misconduct of Tenant shall be
made at the Tenant’s expense to the extent that the cost of such repairs does not exceed the
deductible amount in Landlord’s insurance policy, which Landlord represents and warrants is, as of
the date hereof, $5,000 (provided that such deductible may change from time to time in Landlord’s
sole discretion). All repairs to and replacements of property which Tenant is entitled to remove
shall be made by and at the expense of Tenant. If the Premises or any part thereof shall have been
rendered unfit for use and occupation hereunder by reason of such damage the Annual Fixed Rent and
Additional Rent for Operating Expenses and Taxes or a just and proportionate part thereof,
according to the nature and extent to which the Premises shall have been so rendered unfit, shall
be abated until the Premises (except as to the property which is to be repaired by or at the
expense of Tenant) shall have been restored as nearly as practicable to the condition in which they
were immediately prior to such fire or other casualty. Landlord shall not be liable for delays in
the making of any such repairs which are due to Force Majeure, nor shall Landlord be liable for any
inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in
repairing such damage.



Within thirty (30) days after any casualty, Landlord shall provide Tenant with Landlord’s
architect’s good faith estimate of the time to complete such repairs and if such estimate (which
shall be non-binding) shall be more than twelve (12) months from the date of the casualty, then
Tenant may terminate this Lease and the 610 Lease by notice given to Landlord and landlord under
the 610 Lease within thirty (30) days after Tenant’s receipt of Landlord’s architect’s estimate.
If Landlord fails to provide Tenant with Landlord’s architect’s good faith estimate of the time to
complete such repairs within thirty (30) days after any casualty, Tenant may provide Landlord with
a written notice requesting such good faith estimate. If Landlord fails to provide such good faith
estimate within thirty (30) days following Tenant’s written request described in the previous
sentence, Tenant shall have the right to terminate this Lease and the 610 Lease upon written notice
given to Landlord and landlord under the 610 Lease.



If Landlord fails to commence repairs as soon as is reasonably practicable after such damage,
and such failure is not due to Force Majeure, and in any event if Landlord does not commence
repairs within ninety (90) days of the casualty, Tenant may elect to terminate this Lease and the
610 Lease by notice to Landlord and the landlord under the 610 Lease. If Landlord, having
commenced such repair, has not completed the repair of such damage by the date given in any
Landlord’s architect’s repair period estimate under the prior paragraph (the “Outside Restoration
Date”), Tenant may elect to terminate this Lease and the 610 Lease by notice to Landlord and the
landlord under the 610 Lease within twenty (20) days of the Outside Restoration Date, the
termination to be effective not less than thirty (30) days after the date on which such termination
notice is received by Landlord. The Outside Restoration Date shall be extended for up to sixty
(60) days on account of delays caused by Force Majeure. Landlord shall not be liable for any
inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays in
repairing the damage, however if the delays continue more than sixty (60) days beyond the initial
Outside Restoration Date, Tenant may elect to terminate this Lease in the manner provided above.



If (i) the Premises are so damaged by fire or other casualty (whether or not insured) at any
time during the last eighteen (18) months of the Term and the cost to repair such damage is
reasonably estimated to exceed one-third of the total Annual Fixed Rent payable hereunder for the
period from the estimated completion date of repair until the end of the Term, (ii) the Building
(or any portion thereof) is so damaged by fire or other casualty (whether or not insured) at any
time during the last thirty-six (36) months of the Term (which shall include any extension options
that Tenant has exercised or that Tenant exercises following such damage or casualty, it being
agreed that if there are any remaining extension options under this Lease, Tenant may exercise the
same within sixty (60) days of any such casualty in which case there shall be more than thirty-six
(36) months remaining in the Term and Landlord may not exercise such termination rights set forth
in this subsection (ii)) that substantial alteration or reconstruction or demolition of the
Building (or a portion thereof) shall in Landlord’s judgment be required, or (iii) at any time
damage to the Building occurs by fire or other insured casualty and any mortgagee shall refuse to
permit insurance proceeds to be utilized for the repair or replacement of such property and
Landlord determines not to repair such damage, then and in any of such events, this Lease and the
Term hereof may be terminated at the election of Landlord by a notice from Landlord to Tenant
within sixty (60) days, or such longer period as is required to complete arrangements with any
mortgagee regarding such situation, following such fire or other casualty; the effective
termination date pursuant to such notice shall be not less than thirty (30) days after the day on
which such termination notice is delivered to Tenant. In the event of any termination, the Term
shall expire as though such effective termination date were the date originally stipulated in
Section 1.1 for the end of the Term and the Annual Fixed Rent and Additional Rent for
Operating Expenses and Taxes shall be apportioned as of such date.



In the event that the 610 Lease is terminated on account of a casualty event, then this Lease
shall be so terminated as of the effective date of the termination of the 610 Lease.



6.2 CONDEMNATION — EMINENT DOMAIN



In case during the Term all or any substantial part of the Premises or the Building are taken
by eminent domain or Landlord receives compensable damage by reason of anything lawfully done in
pursuance of public or other authority, this Lease shall terminate at Landlord’s election, which
may be made (notwithstanding that Landlord’s entire interest may have been divested) by notice
given to Tenant within ninety (90) days after the election to terminate arises, specifying the
effective date of termination. The effective date of termination specified by Landlord shall not
be less than thirty (30) days after the date of notice of such termination. Unless terminated
pursuant to the foregoing provisions, this Lease shall remain in full force and effect following
any such taking, subject, however, to the following provisions. If in any such case the Premises
are rendered unfit for use and occupation and this Lease is not terminated, Landlord shall use
reasonable diligence (following the expiration of the period in which Landlord may terminate this
Lease pursuant to the foregoing provisions of this Section 6.2) to put the Premises, or
what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be
required to remove pursuant to Section 5.10), into proper condition for use and occupation
and a just proportion of the Annual Fixed Rent and Additional Rent for Operating Expenses according
to the nature and extent of the injury shall be abated until the Premises or such remainder shall
have been put by Landlord in such condition; and in case of a taking which permanently reduces the
area of the Premises, a just proportion of the Annual Fixed Rent and Additional Rent for Operating
Expenses and Taxes shall be abated for the remainder of the Term.



If the taking of a part of the Premises and/or parking substantially and adversely interferes
with Tenant’s ability to continue its business operations then Tenant may terminate this Lease on
written notice to Landlord given not more than thirty (30) days after such taking and effective on
the earlier of: (i) the date when title vests; (ii) the date Tenant is dispossessed by the
condemning authority; or (iii) sixty (60) days following notice to Tenant of the date when vesting
or dispossession is to occur.



6.3 EMINENT DOMAIN AWARD



Except for Tenant’s relocation expenses and Tenant’s property, including equipment and
leasehold improvements that Tenant is entitled to remove upon the expiration of the Term
(specifically so designated by the court or authority having jurisdiction over the matter) Landlord
reserves to itself any and all rights to receive awards made for damages to the Premises, the
Building or the leasehold hereby created, or any one or more of them, accruing by reason of
exercise of eminent domain or by reason of anything lawfully done in pursuance of public or other
authority. Tenant hereby releases and assigns to Landlord all Tenant’s rights to such awards, and
covenants to deliver such further assignments and assurances thereof as Landlord may from time to
time request. In the event that the 610 Lease is terminated on account of an eminent domain event,
then this Lease shall be so terminated as of the effective date of the termination of the 610
Lease.



ARTICLE VII




DEFAULT




7.1 TERMINATION FOR DEFAULT OR INSOLVENCY



This Lease is upon the condition that:



(a) if Tenant shall fail to perform or observe any of Tenant’s covenants, and if such failure
shall continue, (a) in the case of Rent or any sum due Landlord hereunder, for more than five (5)
Business Days after Landlord’s notice is given, or (b) in any other case, after notice, for more
than thirty (30) days (provided that if correction of any such matter reasonably requires longer
than thirty (30) days and Tenant so notifies Landlord within twenty (20) days after Landlord’s
notice is given together with an estimate of time required for such cure, Tenant shall be allowed
such longer period, but only if cure is begun and diligently pursued within such thirty (30) day
period and such delay does not cause increased risk of damage to person or property), or



(b) if more than two (2) notices under clause (a) hereof are properly given in any twelve
month period (failure to pay Rent or any other sum for more than five (5) days after the particular
due date shall have the same effect under this clause (b) as such a notice), or



(c) if the leasehold hereby created shall be taken on execution, or by other process of law,
or if any assignment shall be made of Tenant’s property or the property of any guarantor of
Tenant’s obligations hereunder (“Guarantor”) for the benefit of creditors, or



(d) if a receiver, guardian, conservator, trustee in bankruptcy or similar officer shall be
appointed by a court of competent jurisdiction to take charge of all or any part of Tenant’s or the
Guarantor’s property and such appointment is not discharged within sixty (60) days thereafter or if
a petition including, without limitation, a petition for reorganization or arrangement is filed by
Tenant or the Guarantor under any bankruptcy law or is filed against Tenant or the Guarantor and,
in the case of a filing against Tenant only, the same shall not be dismissed within sixty (60) days
from the date upon which it is filed, or



(e) if there is a default by Tenant beyond applicable notice and cure periods under the 610
Lease,



then, and in any of said cases (a) — (e), Landlord may, immediately or at any time thereafter,
elect to terminate this Lease by notice of termination, by entry, or by any other means available
under law and may recover possession of the Premises as provided herein.



Upon termination by notice, by entry, or by any other means available under law, Landlord
shall be entitled immediately, in the case of termination by notice or entry, and otherwise in
accordance with the provisions of law to recover possession of the Premises from Tenant and those
claiming through or under the Tenant. Such termination of this Lease and repossession of the
Premises shall be without prejudice to any remedies which Landlord might otherwise have for arrears
of Rent or for a prior breach, violation or default of the provisions of this Lease.



Tenant waives any statutory notice to quit and equitable rights in the nature of further cure
or redemption, and Tenant agrees that upon Landlord’s termination of this Lease Landlord shall be
entitled to re-entry and possession in accordance with the terms hereof. Tenant further agrees
that it shall not interpose any counterclaim in any summary proceeding or in any action based in
whole or in part on non-payment of Rent unless the counterclaim is a compulsory counterclaim that
must be alleged in the same proceeding.



7.2 REIMBURSEMENT OF LANDLORD’S EXPENSES



In the case of termination of this Lease pursuant to Section 7.1, Tenant shall
reimburse Landlord for all reasonable expenses arising out of such termination, including without
limitation, all reasonable costs incurred in collecting amounts due from Tenant under this Lease
(including attorneys’ fees, costs of litigation and the like); all expenses incurred by Landlord in
attempting to relet the Premises or parts thereof (including advertisements, brokerage commissions,
Tenant’s allowances, costs of preparing space, maintaining or preserving the Premises after Tenant
default, and the like); all of Landlord’s then unamortized costs of special inducements provided to
Tenant (including without limitation Rent holidays, Rent waivers, above building standard leasehold
improvements and the like) and all Landlord’s other reasonable expenditures necessitated by the
termination. The reimbursement from Tenant shall be due and payable immediately from time to time
upon notice from Landlord that an expense has been incurred, without regard to whether the expense
was incurred before or after the termination. The provisions of this Section 7.2 shall
survive the expiration or earlier termination of this Lease.



7.3 DAMAGES



In the event of the termination of this Lease by Landlord pursuant to Section 7.1,
Landlord may elect by written notice to Tenant at any time following such termination that Tenant
shall be responsible for loss of Rent by a lump sum payment representing the then present value of
the amount of Rent which would have been paid in accordance with this Lease for the remainder of
the Term minus the then present value of the aggregate fair market rent and Additional Rent payable
for the Premises for the remainder of the Term following such election (if less than the Rent
payable hereunder), estimated as of the date of Landlord’s election, and taking into account
reasonable projections of vacancy and time required to re-lease the Premises. (For the purposes of
calculating the Rent which would have been paid hereunder for the lump sum payment calculation
described herein (x) the last full year’s Additional Rent under Section 2.6 is to be deemed
constant for each year thereafter and (y) the Federal Reserve discount rate (or equivalent) shall
be used in calculating present values). Should the parties be unable to agree on a fair market
rent, the matter shall be submitted, upon the demand of either party, to the Boston, Massachusetts
office of the American Arbitration Association, with a request for arbitration in accordance with
the rules of the Association by a single arbitrator who shall be an MAI appraiser with at least ten
years experience as an appraiser of major office buildings in the Greater Boston area. The parties
agree that a decision of the arbitrator shall be conclusive and binding upon them. Until such
time, if any, when Landlord makes the election provided for in this Section 7.3, Tenant
shall pay Landlord for the loss of Rent by a payment at the end of each month which would have been
included in the Term, representing the difference between the Rent which would have been paid in
accordance with this Lease (Annual Fixed Rent under Section 2.5, and Additional Rent which
would have been payable under Section 2.6 to be ascertained monthly) and the Rent actually
derived from the Premises by Landlord for such month (the amount of Rent deemed derived shall be
the actual amount less any portion thereof attributable to Landlord’s reletting expenses described
in Section 7.2 which have not been reimbursed by Tenant thereunder).



All rights and remedies of Landlord under this Section 7.3 and elsewhere in this Lease
shall be distinct, separate and cumulative, and none shall exclude any other right or remedy of
Landlord set forth in this Lease or allowed by law or in equity. Tenant’s obligations under this
Section 7.3 shall survive the expiration or earlier termination of the Term.



7.4 MITIGATION



In the event the Lease is terminated pursuant to Section 7.1 and Tenant vacates the
Premises, Landlord shall, subject to the provisions of this Section 7.4, use reasonable
efforts to relet the Premises and collect the sums due to Landlord as a result of such reletting;
provided, however, that any obligation imposed by law upon Landlord to relet the Premises shall be
subject to the right of Landlord and its affiliates owning buildings in the Hobbs Brook Office Park
to lease other available space prior to reletting the Premises and to lease the Building in a
harmonious manner with an appropriate mix of uses, tenants, floor areas and terms of tenancies, and
the like.



7.5 CLAIMS IN BANKRUPTCY



Nothing herein shall limit or prejudice the right of Landlord to prove and obtain in a
proceeding for bankruptcy, insolvency, arrangement or reorganization, by reason of the termination,
an amount equal to the maximum allowed by a statute or law in effect at the time when, and
governing the proceedings in which, the damages are to be proved, whether or not the amount is
greater to, equal to, or less than the amount of the loss or damage which Landlord has suffered.



7.6 INTEREST ON UNPAID AMOUNTS



If any payment of Annual Fixed Rent, Additional Rent, or other payment due from Tenant to
Landlord is not paid when due, then without notice and in addition to all other remedies hereunder,
Tenant shall pay to Landlord interest on such unpaid amount at the rate of eighteen percent (18%)
per annum; provided, however, in no event shall such interest exceed the maximum amount permitted
to be charged by applicable law. Notwithstanding the foregoing, Landlord shall provide a five (5)
day notice and cure period prior to the imposition of such interest on one occasion during any
given twelve (12) month period during the Term.



7.7 LATE FEE



If any payment of Annual Fixed Rent, Additional Rent, or other payment due from Tenant to
Landlord is not paid within five (5) days after notice, then Landlord may, at its option, in
addition to all other remedies hereunder, impose a late charge on Tenant equal to five percent (5%)
of the amount in question, which late charge will be due within ten (10) days after notice as
Additional Rent.



7.8 EXPENSES AND ATTORNEYS’ FEES



If either party seeks the enforcement of this Lease, or any part thereof, or the collection of
any Rent due, or to become due hereunder, or recovery of the possession of the Premises and files
suit upon the same, and/or seeks the judicial declaration of rights under this Lease, then the
prevailing party shall recover its reasonable attorney’s fees and expenses and court costs.



7.9 WAIVER OF TRIAL BY JURY



LANDLORD AND TENANT AGREE THAT TO EXTENT PERMITTED BY LAW, EACH SHALL AND HEREBY DOES WAIVE
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER AGAINST THE OTHER ON ANY
MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF
LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES AND/OR EMERGENCY OR STATUTORY
REMEDY.



ARTICLE VIII




MISCELLANEOUS




8.1 HOLDOVER



If Tenant remains in the Premises after the termination or expiration of the Term, such
holding over shall be as a tenant at sufferance at a rent equal to one and one-half (1 1/2) times
the Annual Fixed Rent due hereunder for the last month of the Term, and otherwise subject to all
the covenants and conditions (including obligations to pay Additional Rent under
Section 2.6) of this Lease. Notwithstanding the foregoing, if Landlord desires to regain
possession of the Premises after the termination or expiration hereof, Landlord may, at its option,
re-enter and take possession of the Premises or any part thereof at any time thereafter or by any
legal process in force in the state in which the Premises are located.



Notwithstanding the establishment of any tenancy at sufferance following the expiration or
earlier termination of the Term, if Tenant fails to vacate the Premises within thirty (30) days
after the expiration or earlier termination of the Term, Tenant shall save Landlord harmless,
indemnify and defend Landlord against any claim, loss, cost or expense (including reasonable
attorneys’ fees by counsel of Landlord’s choice and consequential damages) arising out of Tenant’s
failure promptly to vacate the Premises (or any portion thereof) after said thirty (30) day period.



8.2 ESTOPPEL CERTIFICATES



At either party’s request, from time to time, the other agrees to execute and deliver to the
requesting party, within twenty (20) days after delivery of such request, a certificate which
acknowledges the dates on which the Term begins and ends, tenancy and possession of the Premises
and recites such other facts concerning any provision of the Lease or payments made under the Lease
which Landlord or a mortgagee or lender or a purchaser or prospective purchaser of the Building or
any interest therein or any other party may from time to time reasonably request. Tenant
acknowledges that the execution and delivery of such certificates in connection with a financing or
sale in a prompt manner constitute requirements of Landlord’s financing and/or property
dispositions. Without limitation of the foregoing, Tenant agrees to execute whatever other
instruments may be required by the first mortgagee or junior mortgagee to acknowledge such tenancy
in recordable form, within twenty (20) days after Landlord’s request, correcting as appropriate any
representations which are not then correct.



8.3 NOTICE



Any notice, approval, consent and other like communication hereunder from Landlord to Tenant
or from Tenant to Landlord shall be effective only if given in writing and shall be deemed duly
delivered if (i) hand delivered, (ii) mailed by prepaid certified or registered mail, return
receipt requested, or (iii) delivered by a national overnight delivery service, receipt confirmed.
If requested, Tenant shall send copies of all such notices in like manner to Landlord’s mortgagees
and any other persons having an interest in the Premises and designated by Landlord. Any notice so
addressed shall be deemed duly delivered on the third Business Day following the day of mailing if
so mailed by registered or certified mail, return receipt requested, whether or not accepted, or on
the date of delivery if hand delivered or sent by overnight delivery service. Communications to
Tenant shall be addressed to Tenant’s Authorized Representative at the Original Address of Tenant
set forth in Section 1.1 prior to the Term Commencement Date and thereafter at the Premises
and a copy of all notices shall be sent to the Chief Financial Officer and the General Counsel of
Tenant (both of whom will be located at the Premises). Communications to Landlord shall be
addressed to the Landlord’s Address, and a copy of all notices shall be sent to Landlord’s
attorneys, Chief Legal Officer, Hobbs Brook Management LLC, P.O. Box 54929, Waltham, Massachusetts
02454-9249 and Richard D. Rudman, Esq., DLA Piper US LLP, 33 Arch Street, 26th Floor,
Boston, Massachusetts 02110. Either party may from time to time designate other addresses within
the continental United States by notice to the other.



8.4 LANDLORD’S RIGHT TO CURE



At any time and without notice, Landlord may, but need not, cure any failure by Tenant to
perform its obligations under this Lease. Whenever Landlord chooses to do so, Tenant shall pay all
costs and expenses incurred by Landlord in curing any such failure, including, without limitation,
reasonable attorneys’ fees together with an administrative charge equal to fifteen percent (15%) of
such costs and expenses (or such higher percentage as may then be customary with respect to first
class office buildings in the metropolitan area in which the Premises are located) and interest as
provided in Section 7.6.



8.5 SUCCESSORS AND ASSIGNS



This Lease and the covenants and conditions herein contained shall inure to the benefit of and
be binding upon Landlord, its successors and assigns, and shall be binding upon Tenant, its
successors and assigns, and shall inure to the benefit of Tenant and only such Transferees of
Tenant as are permitted hereunder. The term “Landlord” means the original Landlord named
herein, its successors and assigns. The term “Tenant” means the original Tenant named
herein and its permitted successors and assigns.



8.6 BROKERAGE



Tenant warrants that it has had no dealings with any broker or agent in connection with this
Lease, except for any broker designated in Section 1.1. Tenant covenants to pay, hold
harmless, indemnify and defend Landlord from and against any and all claims, costs, expense or
liability (including reasonable attorneys’ fees by counsel of Landlord’s choice) for any
compensation, commissions and charges claimed by any broker or agent other than any such broker
designated in Section 1.1 with respect to this Lease or the negotiation thereof arising
from a breach of the foregoing warranty. Landlord warrants that it has had no dealings with any
broker or agent in connection with this Lease, except for any broker designated in
Section 1.1. Landlord covenants to pay, hold harmless, indemnify and defend Tenant from
and against any and all claims, costs, expense or liability (including reasonable attorneys’ fees
by counsel of Tenant’s choice) for any compensation, commissions and charges claimed by any broker
or agent other than any such broker designated in Section 1.1 with respect to this Lease or
the negotiation thereof arising from a breach of the foregoing warranty. Landlord shall be
responsible for payment of any brokerage commission to any broker designated in
Section 1.1.



8.7 WAIVER



The failure of Landlord or of Tenant to seek redress for violation of, or to insist upon
strict performance of, any covenant or condition of this Lease, or, with respect to such failure of
Landlord, any of the Rules and Regulations referred to in Section 5.4, whether heretofore
or hereafter adopted by Landlord, shall not be deemed a waiver of such violation nor prevent a
subsequent act, which would have originally constituted a violation, from having all the effect of
an original violation, nor shall the failure of Landlord to enforce any of said Rules and
Regulations against any other tenant of the Building be deemed a waiver of any such Rules or
Regulations. The receipt by Landlord of Annual Fixed Rent or Additional Rent with knowledge of the
breach of any covenant of this Lease shall not be deemed waiver of such breach. No provision of
this Lease shall be deemed to have been waived by Landlord, or by Tenant, unless such waiver be in
writing signed by the party to be charged. No consent or waiver, express or implied, by Landlord
or Tenant to or of any breach of any agreement or duty shall be construed as a waiver or consent to
or of any other breach of the same or any other agreement or duty.



8.8 ACCORD AND SATISFACTION



No acceptance by Landlord of a lesser sum than the Annual Fixed Rent and Additional Rent then
due shall be deemed to be other than on account of the earliest installment of such Rent due, nor
shall any endorsement or statement on any check or any letter accompanying any check or payment as
Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord’s right to recover the balance of such installment or pursue any other remedy
provided in this Lease. The delivery of keys to Landlord shall not operate as a termination of
this Lease or a surrender of the Premises.



8.9 REMEDIES CUMULATIVE



The specific remedies to which Landlord may resort under the terms of this Lease are
cumulative and are not intended to be exclusive of any other remedies to which it may be lawfully
entitled in case of any breach or threatened breach by Tenant of any provisions of this Lease. In
addition to the other remedies provided in this Lease, Landlord shall be entitled to the restraint
by injunction of the violation or attempted or threatened violation of any of the covenants or
conditions of this Lease or to a decree compelling specific performance of any such covenants or
conditions.



8.10 PARTIAL INVALIDITY



If any term of this Lease, or the application thereof to any person or circumstance, shall to
any extent be invalid or unenforceable, the remainder of this Lease, or the application of such
term to persons or circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby, and each term of this Lease shall be valid and enforceable to the fullest
extent permitted by law.



8.11 WAIVERS OF SUBROGATION



Any insurance carried by Landlord or Tenant with respect to the Premises or property therein
or occurrences thereon shall include a clause or endorsement denying to the insurer rights of
subrogation and/or recovery against the other party for any injury or loss due to hazards which are
actually insured by such party or are required to be insured under the Lease. Landlord and Tenant,
notwithstanding any provisions of this Lease to the contrary, hereby waive any rights of recovery
against the other party for injury or loss due to hazards which are the subject of insurance under
the Lease. For the purposes of this Section 8.11, “Landlord” shall include its mortgagees,
agents, employees, managers and/or management companies, officers, directors, attorneys, trustees,
independent contractors, and invitees.



8.12 ENTIRE AGREEMENT



This Lease contains all of the agreements between Landlord and Tenant with respect to the
Premises and supersedes all prior writings and dealings between them with respect thereto.



8.13 NO AGREEMENT UNTIL SIGNED



The submission of this Lease or a summary of some or all of its provisions for examination
does not constitute a reservation of or option for the Premises or an offer to lease and no legal
obligations shall arise with respect to the Premises or other matters herein until this Lease is
executed and delivered by Landlord and Tenant.



8.14 AUTHORIZED REPRESENTATIVES



Tenant designates the person named from time to time as Tenant’s Authorized Representative to
take all acts of Tenant hereunder. Landlord may rely on the acts of such Authorized Representative
without further inquiry or evidence of authority. Tenant’s Authorized Representative shall be the
person so designated in Section 1.1 and such successors as may be named from time to time
by the then current Tenant’s Authorized Representative or by Tenant’s president. Landlord
designates Donald G. Oldmixon as “Landlord’s Authorized Representative” to take all acts of
Landlord hereunder. Tenant may rely on the acts of Landlord’s Authorized Representative without
further inquiry or evidence of authority. Landlord’s Authorized Representative shall be the person
named in this Section 8.14 and such successors as may be named from time to time by the
then current Landlord’s Authorized Representative or by any manager of Landlord.



8.15 NOTICE OF LEASE



Landlord and Tenant agree not to record this Lease. If appropriate, both parties will, at the
request of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination
of Lease Term, each in recordable form. Such notices shall contain only the information required
by law for recording (but may also include a summary of Tenant’s rights set forth in Section
2.1.1 if requested by Tenant).



8.16 TENANT AND LANDLORD AS BUSINESS ENTITY



Tenant warrants and represents that (a) Tenant is duly organized, validly existing and in good
standing under the laws of the jurisdiction in which such entity was organized; (b) Tenant has the
authority to own its property and to carry on its business as contemplated under this Lease; (c)
Tenant is in compliance with all laws and orders of public authorities applicable to Tenant; (d)
Tenant has duly executed and delivered this lease; (e) the execution, delivery and performance by
Tenant of this Lease (i) are within the powers of Tenant, (ii) have been duly authorized by all
requisite action, (iii) will not violate any provision of law or any order of any court or agency
of government, or any agreement or other instrument to which Tenant is a party or by which it or
any of its property is bound, and (iv) will not result in the imposition of any lien or charge on
any of Tenant’s property, except by the provisions of this Lease; (f) the Lease is a valid and
binding obligation of Tenant in accordance with its terms; and (g) Tenant’s Federal Taxpayer
Identification Number is 04-3573277.



Landlord warrants and represents that (a) Landlord is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which such entity was organized; (b) Landlord
has the authority to own its property and to carry on its business as contemplated under this
Lease; (c) Landlord is in compliance with all laws and orders of public authorities applicable to
Landlord; (d) Landlord has duly executed and delivered this lease; (e) the execution, delivery and
performance by Landlord of this Lease (i) are within the powers of Landlord, (ii) have been duly
authorized by all requisite action, (iii) will not violate any provision of law or any order of any
court or agency of government, or any agreement or other instrument to which Landlord is a party or
by which it or any of its property is bound, and (iv) will not result in the imposition of any lien
or charge on any of Landlord’s property, except by the provisions of this Lease; (f) the Lease is a
valid and binding obligation of Landlord in accordance with its terms; and (g) Landlord’s Federal
Taxpayer Identification Number is 04-3516936.



8.17 FINANCIAL STATEMENTS



Tenant shall furnish to Landlord within one hundred twenty (120) days after each of Tenant’s
fiscal years during the Term an accurate, up-to-date, audited if available, financial statement of
Tenant and Guarantor showing Tenant’s, and each Guarantor’s, financial condition for the preceding
fiscal year. If not so furnished, Tenant shall furnish the same to Landlord within fifteen (15)
days of Landlord’s request therefor. If no audited financial statement is prepared, such statement
will be certified by the CFO or Treasurer of Tenant or Guarantor, as applicable. Unless public by
other means, Landlord will maintain confidential such statement, except as required by as
applicable law or court order; however Landlord may provide such statements to Landlord’s
prospective and actual lenders and purchasers, and its and their accountants, attorneys and
partners, as long as Landlord advises the recipients of the existence of Landlord’s confidentiality
obligation. So long as Tenant is a publicly-traded company that makes public reports as required
by the Securities and Exchange Commission, those publicly available-reports shall satisfy all
obligations of Tenant under this Section 8.17.



8.18 SECURITY DEPOSIT



On the execution of this Lease, Tenant shall pay to Landlord as a Security Deposit for the
performance of the obligations of Tenant hereunder the amount specified in Section 1.1 in
the form of cash or, if the amount specified in Section 1.1 equals or exceeds One Hundred
Thousand Dollars ($100,000), an irrevocable letter of credit in accordance with the provisions of
this Section 8.18.



Tenant shall deliver to Landlord a letter of credit containing all of the following terms and
satisfying all of the following conditions (which terms and conditions are hereinafter referred to
as the “Letter of Credit Terms and Conditions”): (i) the letter of credit shall be
irrevocable, (ii) the letter of credit shall only require the presentation to the issuer of a duly
authorized certificate of the holder of the letter of credit stating that Landlord is entitled to
draw upon the Letter of Credit under the terms of this Section 8.18, and stating the amount
of the requested draw, (iii) the letter of credit shall be payable to Landlord or its successors in
interest as the Landlord under this Lease and shall be freely transferable without cost to Landlord
or to any such successor or any lender holding a collateral assignment of Landlord’s interest in
the Lease, (iv) the letter of credit shall be in the amount required under Section 1.1, (v)
the letter of credit shall be for an initial term of not less than one year and contain a provision
that such term shall be automatically renewed for successive one-year periods unless the issuer
shall, at least thirty (30) days prior to the scheduled expiration date, give Landlord notice of
such nonrenewal, (vi) the letter of credit shall be in form and substance reasonably acceptable to
Landlord, and (vii) the letter of credit shall be drawn on a commercial bank or savings and loan
association which is reasonably acceptable to Landlord which can be drawn at such institution’s
counter New York, New York and/or Boston, Massachusetts (said initial letter of credit security
deposit and every renewal thereof and every new letter of credit in replacement or substitution
thereof, are hereinafter referred to as the “Letter of Credit Security Deposit”).



Not less than thirty (30) days before the expiration of the initial Letter of Credit Security
Deposit and every renewal thereof, Tenant shall deliver to Landlord a renewal of the Letter of
Credit Security Deposit or a new Letter of Credit Security Deposit, in either case, except as
otherwise expressly provided herein, containing and satisfying the Letter of Credit Security
Deposit Terms and Conditions. Notwithstanding the foregoing, the Letter of Credit Security Deposit
to be delivered by Tenant for the final period of twelve (12) or fewer months before the expiration
of the Term of this Lease shall be for a term ending not sooner than forty-five (45) days after the
expiration of the Term of this Lease.



Landlord shall be entitled to draw upon the Letter of Credit Security Deposit for its full
amount or any portion thereof if (a) Tenant shall fail to surrender the Premises as required under
this Lease on or before the expiration of the Term, or shall otherwise fail to perform any of its
obligations under the Lease after the expiration of any applicable notice and cure period, or shall
fail to perform any of its obligations under the Lease and transmittal of a default notice is
barred by applicable law, or (b) not less than thirty (30) days before the scheduled expiration of
the Letter of Credit Security Deposit, Tenant has not delivered to Landlord a new Letter of Credit
Security Deposit in accordance with this Section 8.18.



Landlord may, but shall not be obligated to, draw on the Letter of Credit Security Deposit
from time to time in the event of a bankruptcy filing by or against Tenant and/or to compensate
Landlord, in such order as Landlord may determine, for all or any part of any unpaid rent, any
damages arising from any termination of the Lease in accordance with the terms of the Lease, and/or
any damages arising from any rejection of the Lease in a bankruptcy proceeding commenced by or
against Tenant. Landlord may, but shall not be obligated to, apply the amount so drawn to the
extent necessary to pay any amount due Landlord hereunder. Landlord’s application of the Letter of
Credit Security Deposit shall not contribute to the cure of any default unless and until Tenant
reinstates the Security Deposit the full amount required under this Lease at such time (either in
the form of cash or a new Letter of Credit Security Deposit compliant with the provisions of this
Section 8.18).



Any amount of the Letter of Credit Security Deposit drawn in excess of the amount applied by
Landlord to cure any such failure shall be held by Landlord as a cash Security Deposit for the
performance by Tenant of its obligations under the Lease. Any cash Security Deposit may be mingled
with other funds of Landlord and no fiduciary relationship shall be created with respect to such
deposit, nor shall Landlord be liable to pay Tenant interest thereon. If Tenant shall fail to
perform any of its obligations under this Lease, Landlord may, but shall not be obliged to, apply
the cash Security Deposit to the extent necessary to pay any amount due Landlord hereunder.
Landlord’s application of such a cash Security Deposit shall not contribute to the cure of any
default unless and until Tenant reinstates the Security Deposit to the full amount required under
this Lease at such time (either in the form of cash or a new Letter of Credit Security Deposit
compliant with the provisions of this Section 8.18).



After any such application by Landlord of the Letter of Credit Security Deposit or cash
Security Deposit, as the case may be, within twenty (20) days after written demand from Landlord
Tenant shall reinstate the Security Deposit to the amount originally required under this Lease at
such time (either in the form of cash of a new Letter of Credit Security Deposit compliant with the
provisions of this Section 8.18). Provided that Tenant is not then in default under the
Lease, and no condition exists or event has occurred which after the expiration of any applicable
notice or cure period would constitute such a default, within forty-five (45) days after the
expiration or sooner termination of the Term the Letter of Credit Security Deposit and any cash
Security Deposit, to the extent not applied, shall be returned to the Tenant, without interest.



Tenant shall not have the right to call upon Landlord to apply all or any part of the Security
Deposit to cure any default or to fulfill any obligation of Tenant, but such use shall be solely in
the discretion of Landlord.



Upon any conveyance by Landlord of its interest under this Lease, the Security Deposit then
held by Landlord shall be delivered by Landlord to Landlord’s grantee or transferee. Upon any such
delivery and the written acknowledgment by such grantee or transferee of its receipt and that it
shall continue to hold such Security Deposit as required by the terms and provisions of this Lease,
Tenant hereby releases Landlord herein named (and each subsequent grantor or transferor) of any and
all liability with respect to the Security Deposit, its application and return, and Tenant agrees
to look solely to such grantee or transferee.



Except as set forth below, effective as of the first (1st) day of the second (2nd)
Lease Year, the amount of the Security Deposit shall be reduced to $1,628,000 by an amendment to
the Letter of Credit Security Deposit or a replacement of the Letter of Credit Security Deposit
reflecting such reduced amount. On the first (1st) day of the third (3rd) Lease Year
and on the first (1st) day of each Lease Year thereafter, the amount of the Security Deposit shall
be reduced by ten percent (10%) of the then-current amount of the Security Deposit by further
amendment to the Letter of Credit Security Deposit or a replacement of the Letter of Credit
Security Deposit in reflecting such reduced amount. Notwithstanding any provisions in this
paragraph providing such reductions in the Security Deposit, such reductions shall not be permitted
if Tenant is in default (after expiration of all applicable cure periods) under this Lease at the
time of such reduction. Notwithstanding anything to the contrary contained herein, any draw by
Landlord of the Letter of Credit shall only be for the amount necessary to cure the default; if
Landlord draws more than the amount necessary to cure the default, then any cash excess shall
constitute a cash security deposit and Tenant shall only be obligated to restore the Letter of
Credit to the then applicable Security Deposit less the amount of cash held by Landlord unless
Landlord delivers the cash to Tenant.



8.19 LANDLORD DEFAULT.



If Landlord shall default in its express obligations set forth in this Lease (subject to any
applicable notice and cure periods) and such default affects Tenant’s use of the Premises for a
period of thirty (30) days after written notice thereof from Tenant (or, if such default cannot
reasonably be cured within such thirty (30) day period, such longer period as is reasonably
required under the circumstances so long as Landlord has in good faith commenced such cure within
such thirty (30) day period and thereafter prosecutes the same with reasonable diligence to
completion), then Tenant may (but shall not be obligated) immediately or at any time thereafter,
upon written notice to Landlord, perform the obligation of Landlord under this Section
8.19, provided that all work to perform the obligation (x) is performed solely within the
Premises, (y) does not affect any equipment or facilities serving other tenants (if any) and (z) is
performed in a good and workmanlike manner by a contractor experienced in the applicable
discipline. If Tenant, in connection therewith, makes any expenditure or incurs any obligations
for the payment of money, then Landlord shall reimburse Tenant all sums so paid or incurred, within
thirty (30) days after written demand to Landlord therefor accompanied by reasonable back-up
documentation.



In the event that Landlord has not reimbursed such amounts to Tenant within such thirty (30)
day period, then Tenant may receive a credit against Annual Fixed Rent due under this Lease
pursuant to the express provisions of this Section 8.19. After the expiration of such
thirty (30) day period after Tenant has demanded reimbursement for such sums, Tenant shall provide
written notice that Landlord has not reimbursed such amounts to Landlord and any mortgagee of
Landlord of whom Tenant has been given written notice (and such notice from Tenant to such
mortgagee shall include, at a minimum, the amount due to Tenant as well as a copy of Tenant’s
original reimbursement request to Landlord [including the back-up documentation submitted
therewith]). If such reimbursement has not been paid to Tenant within thirty (30) days after
Landlord and, if applicable, such mortgagee(s) have been given such notice, then Tenant shall
receive a credit against the following payment of Annual Fixed Rent due to Landlord equal to the
amount of such unpaid reimbursement; provided that (x) in the event Landlord disputes in good faith
any amounts claimed by Tenant, Tenant shall not be entitled to a credit with respect to such
disputed amounts (but may receive a credit with respect to any amounts not in dispute) until the
dispute is resolved by arbitration as set forth below and (y) such credit shall not exceed twenty
percent (20%) of the amount of Annual Fixed Rent due for any given month (provided that Tenant may
be provided such credit for multiple months until Tenant has received the full amount of credit
due). In the event that Tenant is entitled to such a credit, and Tenant has not been provided such
credit due to the limitation set forth in clause (y) of the foregoing sentence, then Landlord shall
pay the amount of such credit to Tenant within thirty (30) days after the expiration the Term or
the earlier termination of this Lease (provided that such payment to Tenant shall be reduced by any
outstanding amounts due to Landlord from Tenant at such time).



If Landlord disputes in good faith any amount claimed by Tenant under this Section
8.19, and if such dispute has not been settled by agreement, either party may submit the
dispute to arbitration in accordance with the commercial arbitration rules of the American
Arbitration Association within thirty (30) days after Tenant’s second written demand for
reimbursement was submitted to Landlord and, if applicable, Landlord’s mortgagee(s). The
arbitration panel shall consist of one (1) person selected by each of Landlord and Tenant, and a
third arbitrator jointly selected by the first two arbitrators. The arbitration shall be conducted
in Boston, Massachusetts. None of the arbitrators shall have a then existing contractual or
attorney-client relationship with Landlord or Tenant. The arbitrators shall render a written
decision stating the reasons therefor. The decision of the arbitrators shall be final and binding
on Landlord and Tenant and judgment thereon may be entered in any court of competent jurisdiction.
The prevailing party in such proceeding shall be entitled to claim and collect its reasonably
incurred third-party attorneys’ fees in connection with such arbitration from the other party, as
well as any reasonable costs incurred on account of payment to the three arbitrators.



8.20 MISCELLANEOUS PROVISIONS



This Lease may be executed in counterparts and shall constitute the agreement of Landlord and
Tenant whether or not their signatures appear in a single copy hereof. This Lease shall be
construed as a sealed instrument and shall be governed exclusively by the provisions hereof and by
the laws of The Commonwealth of Massachusetts as the same may from time to time exist. The titles
are for convenience only and shall not be considered a part of the Lease. Where the phrases
“persons acting under Tenant” or “persons claiming under Tenant” or similar phrases are used, the
persons included shall be all employees, agents, independent contractors and invitees of Tenant or
of any Transferee of Tenant. The enumeration of specific examples of or inclusions in a general
provision shall not be construed as a limitation of the general provision. If Tenant is granted
any extension option, expansion option or other right or option, the exercise of such right or
option (and notice thereof) must be unconditional to be effective, time always being of the essence
to the exercise of such right or option; and if Tenant purports to condition the exercise of any
option or to vary its terms in any manner, then the option granted shall be void and the purported
exercise shall be ineffective. Unless otherwise stated herein, any consent or approval required
hereunder may be given or withheld in the sole absolute discretion of the party whose consent or
approval is required. Nothing herein shall be construed as creating the relationship between
Landlord and Tenant of principal and agent, or of partners or joint venturers or any relationship
other than landlord and tenant. This Lease and all consents, notices, approvals and all other
documents relating hereto may be reproduced by any party by photographic, microfilm, microfiche or
other reproduction process and the originals thereof may be destroyed; and each party agrees that
any reproductions shall be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and whether or not
reproduction was made in the regular course of business) and that any further reproduction of such
reproduction shall likewise be admissible in evidence. This Lease may be amended only by a writing
signed by all of the parties hereto. Any reference in this Lease to the time for the performance
of obligations or elapsed time shall mean consecutive calendar days, months, or years as
applicable. “Business Day” shall mean any day of the week other than Saturday, Sunday, or
a day on which banking institutions in Boston, Massachusetts are obligated or authorized by law or
executive action to be closed to the transaction of normal banking business. In the event the time
for performance of any obligation hereunder expires on any day other than a Business Day the time
for performance shall be extended to the next Business Day. Time shall be of the essence in the
performance of Landlord’s and Tenant’s obligations hereunder. Landlord waives all statutory and
contractual liens or any other so-called “landlord’s lien” which it may be entitled to assert
against any of Tenant’s property as security for the payment of Annual Fixed Rent or the
performance of any other obligation of Tenant hereunder. Without limitation of the generality of
the foregoing, Landlord acknowledges that Tenant may pledge security interests in Tenant’s
property.



8.21 CONFIDENTIAL INFORMATION



“Confidential Information” means any scientific, technical, trade or business information (but
not Tenant’s financial statements, which shall be governed by Section 8.17) possessed or
obtained by, developed for or given to Tenant which is treated by Tenant as confidential or
proprietary, whether or not labeled “Confidential”. “Confidential Information” does not include
information which (i) was known to Landlord at the time it was disclosed, other than by previous
disclosure by Tenant; (ii) is at the time of disclosure or later becomes publicly known under
circumstances involving no breach of this Lease; or (iii) is lawfully and in good faith made
available to Landlord by a third party.



During the Term and thereafter, Landlord shall not directly or indirectly publish, disseminate
or otherwise disclose, deliver or make available to any person any Confidential Information
received by Landlord or observed by Landlord; provided, however, that Landlord may provide such
Confidential Information to those within its organization and Landlord’s prospective and actual
lenders and purchasers, and its and their accountants, attorneys and partners, as long as Landlord
advises the recipients of the existence of Landlord’s confidentiality obligation. During the Term
and thereafter, Landlord shall use Tenant’s Confidential Information solely for the purposes
contemplated in the Lease. If required, Landlord may disclose Confidential Information to a
governmental authority or by order of a court of competent jurisdiction, provided that such
disclosure is subject to all applicable governmental or judicial protection available for like
material and reasonable advance notice is given to Tenant.



This provision shall survive the termination or expiration of this Lease.



8.22 TENANT’S EQUIPMENT FINANCING



Tenant may request that Landlord execute a landlord lien waiver in favor of Tenant’s equipment
lender, provided, however, that Landlord shall have no obligation to execute any landlord lien
waiver that is commercially reasonable, in Landlord’s reasonable discretion.



ARTICLE IX




LANDLORD’S LIABILITY AND ASSIGNMENT FOR FINANCING




9.1 LANDLORD’S LIABILITY



Tenant agrees to look only to Landlord’s interest in the Land and Building for satisfaction of
any claim against Landlord hereunder or under any other instrument related to the Lease (including
any separate agreements among the parties and any notices or certificates delivered by Landlord)
and not to any other property or assets of Landlord. If Landlord from time to time transfers its
interest in the Land and Building (or part thereof which includes the Premises), then from and
after each such transfer Tenant shall look solely to the interests in the Land and Building of each
of Landlord’s transferees for the performance of all of the obligations of Landlord hereunder (or
under any related instrument, so long as such transferee has assumed the obligations of Landlord
hereunder). The obligations of Landlord shall not be binding on any partners, mortgagees, members,
managers, directors, officers, trustees, or beneficiaries of Landlord or of any successor,
individually, but only upon Landlord’s or such successor’s interest described above. The
obligations of Tenant shall not be binding on any partners, shareholders, members, managers,
directors, officers, trustees, or beneficiaries of Tenant, individually, but only upon Tenant or
any successor or assign of Tenant.



Except for the negligence or willful misconduct of Landlord or any of the Indemnitees (as such
term is defined in Section 5.5.1), Landlord shall not be liable to Tenant and Tenant hereby
waives all claims against Landlord for any injury or damage to any person or property whatsoever.
Except as provided in this Lease, in no event shall Landlord or Tenant ever be liable for any
indirect or consequential damages. It is expressly agreed by Landlord and Tenant that business
interruption costs and expenses are indirect and consequential damages under the terms of this
Lease and no other property assets of Landlord shall be subject to levy, execution or other
enforcement procedures for satisfaction of any judgment or decree in favor of Tenant.



9.2 ASSIGNMENT OF RENTS



If, at any time and from time to time, Landlord assigns this Lease or the Rents payable
hereunder to the holder of any mortgage on the Building, or to any other party for the purpose of
securing financing (the holder of any such mortgage and any other such financing party are referred
to herein as the “Financing Party”), whether such assignment is conditional in nature or
otherwise, the following provisions shall apply:



(a) Such assignment to the Financing Party shall not be deemed an assumption by the Financing
Party of any obligations of Landlord hereunder unless such Financing Party shall, by written notice
to Tenant, specifically otherwise elect;



(b) Except as provided in (a) above and (c) and (d) below, the Financing Party shall be
treated as having assumed Landlord’s obligations hereunder (subject to Section 9.1) only
upon foreclosure of its mortgage (or voluntary conveyance by deed in lieu thereof) and the taking
of possession of the Premises from and after foreclosure and, with respect to obligations regarding
return of the Security Deposit, only upon receipt of the funds constituting such Security Deposit:



(c) Subject to Section 9.1, the Financing Party shall be responsible for only such
breaches under the Lease by Landlord which occur during the period of ownership by the Financing
Party after such foreclosure (or voluntary conveyance by deed in lieu thereof) and taking of
possession, as aforesaid; and



(d) In the event Tenant alleges that Landlord is in default under any of Landlord’s
obligations under this Lease, Tenant agrees to give any Financing Party, by registered mail, a copy
of any notice of default which is served upon the Landlord, provided that prior to such notice,
Tenant has been reasonably notified, in writing, (whether by way of written notice of an assignment
of lease, execution of a subordination, non-disturbance and attornment agreement, or otherwise) of
the address of such Financing Party. Tenant further agrees that if Landlord shall have failed to
cure such default within the time provided under this Lease, such Financing Party shall have
forty-five (45) days after the last date on which Landlord could have cured such default within
which such Financing Party will be permitted to cure such default.



In all events, any liability of a Financing Party shall be limited to the interest of such
Financing Party in the Land and Building, and in no event shall a Financing Party ever be liable
for any indirect or consequential damages.



Tenant hereby agrees to enter into such commercially reasonable agreements or instruments as
may be requested from time to time in confirmation of the foregoing.



ARTICLE X




SUBORDINATION AND NON-DISTURBANCE




This Lease shall be subject and subordinate to any first mortgage and to any junior mortgage
that has been approved by the first mortgagee that may now or hereafter be placed upon the Building
and/or the Land and to any and all advances to be made under such mortgages and to the interest
thereon, and all renewals, extensions and consolidations thereof; provided that this Lease shall
only be subject and subordinate to any such mortgage if the mortgagee executes a subordination and
non-disturbance agreement (in mortgagee’s standard form) whereby such mortgagee agrees that, in
consideration of Tenant’s subordination of the Lease to any such mortgage, the mortgagee shall not
disturb the Tenant’s leasehold interest in the Premises so long as Tenant is not in default under
this Lease (subject to any applicable notice and cure period). Any mortgagee may elect to give
this Lease priority to its mortgage, except that the Lease shall not have priority to (i) the prior
right, claim and lien of such mortgagees in, to and upon any insurance proceeds and the disposition
thereof under the mortgage; (ii) the prior right, claim and lien of such mortgagees in, to and upon
any award or compensation heretofore or hereafter to be made for any taking by eminent domain of
any part of the Premises, and to the right of disposition thereof under the mortgage; and (iii) any
lien, right, power or interest, if any, which may have arisen or intervened in the period between
the recording of the mortgages and the execution of this Lease, or any lien or judgment which may
arise any time under the terms of this Lease. In the event of such election and upon notification
by such mortgagee, this Lease shall be deemed prior in lien to the said mortgage. This Article
X shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver
whatever commercially reasonable instruments may be required by the first mortgagee or junior
mortgagee to acknowledge such subordination or priority in a recordable form. Landlord hereby
represents that as of the date of this Lease there is no mortgage encumbering the Building or the
Land.



ARTICLE XI




ROOF SPACE




11.1 ANTENNA.



(a) From the Term Commencement Date until the expiration or earlier termination of this Lease,
Tenant shall have an irrevocable license to use any portion of the roof not used in connection with
the operation of the Building and enjoy 24-hour access thereto (the “Rooftop License”) at a
technologically sufficient location to be proposed by Tenant and approved by Landlord (the
“Rooftop Installation Area”). The Rooftop Installation Area is to be used by Tenant solely
for the installation, operation, maintenance, repair and replacement during the Term of this Lease
of an antenna and related equipment, to be located in a vertical chase reasonably designated by
Landlord (collectively, the “Antenna”). Without limiting the generality of the foregoing,
Tenant shall not install the Antenna without Landlord’s prior written consent thereto, which
consent shall not be unreasonably withheld, conditioned or delayed. Tenant’s installation and
operation of the Antenna and its obligations with respect thereto shall be all in accordance with
the terms, provisions, conditions and agreements contained in this Lease. Any equipment currently
located on the rooftop of the Building (other than any functional Building systems) shall be
removed prior to the Term Commencement Date, and so long as Tenant leases one hundred percent
(100%) of the Rentable Floor Area of Building Landlord shall not permit another party to use the
rooftop for communications purposes nor shall Landlord use the rooftop for communications purposes.



(b) Tenant shall install the Antenna in the Rooftop Installation Area at its sole cost and
expense, at such times and in such manner as Landlord may reasonably designate and in accordance
with all of the applicable provisions of this Lease. Landlord shall not be obligated to perform
any work or incur any expense to prepare the Rooftop Installation Area for Tenant’s use thereof.



(c) Prior to commencing installation of the Antenna, Tenant shall provide Landlord with (i)
copies of all required permits, licenses and authorizations which Tenant will obtain at its own
expense and which Tenant will maintain at all times during the operation of the Antenna (and
Landlord shall reasonably cooperate with Tenant in Tenant’s efforts to procure the same, at no cost
or expense to Landlord); and (ii) a certificate of insurance evidencing insurance coverage as
required by this Lease and any other insurance reasonably required by Landlord for the installation
and operation of the Antenna. Tenant agrees to reimburse Landlord for reasonable third-party
expenses incurred in connection with the review and approval of Tenant’s plans showing the proposed
installation of the Antenna.



(d) Tenant shall pay to Landlord as Additional Rent (the “Antenna Rent”), all
applicable taxes or governmental charges, fees, or impositions imposed upon Landlord and arising
out of Tenant’s use of the Rooftop Installation Area, and the amount, if any, by which Landlord’s
insurance premiums increase as a result of the installation of the Antenna.



(e) Within fifteen (15) days following the expiration or earlier termination of the Lease or
the permanent termination of the operation of the Antenna by Tenant, Tenant shall, at its sole cost
and expense, (i) remove the Antenna from the Rooftop Installation Area and the Building in
accordance with the terms hereof, (ii) leave the Rooftop Installation Area in good order and
repair, reasonable wear and tear and damage by casualty excepted and (iii) pay all amounts due and
owing with respect to the Rooftop License up to the date of the termination thereof. If Tenant
does not remove the Antenna when so required, the Antenna shall become Landlord’s property and, at
Landlord’s election, Landlord may remove and dispose of the Antenna and charge Tenant for all costs
and expenses incurred as Additional Rent. Notwithstanding that Tenant’s use of the Rooftop
Installation Area shall be subject at all times to and shall be in accordance with the terms,
covenants, conditions and agreements contained in this Lease, the Rooftop Installation Area shall
not be deemed part of the Premises. All Tenant obligations under this Section 11.1(e)
shall survive the Term of this Lease.



(f) A consent required from Landlord under this Section 11.1 with respect to a
particular Rooftop License matter may be deemed given in accordance with the following procedure.
Tenant shall provide an initial written notice to Landlord (which shall include all materials
required under this Section 11.1) with the following written on the outside of the delivery
envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN TWENTY DAYS SHALL RESULT IN THE DEEMED
APPROVAL OF ROOFTOP LICENSE MATTER AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 333 WYMAN
STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such request within twenty (20)
days after delivery to Landlord, Tenant shall provide another written notice to Landlord (which
shall also include all materials required under this Section 11.1) with the following
written on the outside of the delivery envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE
BUSINESS DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A ROOFTOP LICENSE MATTER AFFECTING ALTUS
PHARMACEUTICALS INC.’S TENANCY AT 333 WYMAN STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does
not respond to such second notice within five (5) Business Days after delivery to Landlord, then
the consent required from Landlord with respect to such Rooftop License matter (but no other
matter) shall be deemed given.



Executed to take effect as a sealed instrument.



	 	 	 
	LANDLORD:

	 	

	275 WYMAN LLC

	 	

	By:

	 	/s/ Donald G. Oldmixon     
	
 
	 	 
	Donald G. Oldmixon, Manager

	TENANT:

	 	

	ALTUS PHARMACEUTICALS INC.

	 	

	By:

	 	/s/ Jonathan I. Lieber      
	
 
	 	 
	Name: Jonathan I. Lieber

	 	

	Title: Vice President, Chief Financial Officer and Treasurer







3




Exhibit A-1




Plan of Premises




(See attached.)




[Floor Plans Omitted – Not Material to Investors]










4






Exhibit A-2




Parking Plan




(See attached.)




[Parking Plan Omitted – Not Material to Investors]





5






Exhibit B




Tenant’s Initial Construction




1. Plans and Specifications.



(a) Preparation of Plans. Tenant shall prepare at Tenant’s cost, subject to the
Improvement Allowance, as hereinafter defined, plans (“Tenant’s Plans”) for the construction and
layout of the Premises. Tenant shall employ engineers reasonably acceptable to Landlord for all
mechanical, electrical and plumbing engineering design work. Tenant shall consult with Landlord
from time to time as Tenant’s Plans are being prepared and Tenant’s Plans shall be subject to
Landlord’s prior written approval prior to the commencement of construction. Landlord shall not
unreasonably withhold, condition, or delay Landlord’s approval of the Tenant Plans, and if, for any
reason, Landlord does not approve Tenant’s Plans, it shall state specifically the reasons therefor.
Landlord need not approve, any items or aspects of Tenant’s Initial Construction (as defined in
Section 3.3 of the Lease) which in Landlord’s reasonable judgment (i) would delay other work in the
Building, (ii) would increase the cost of operating the Building or performing any other work in
the Building, (iii) are incompatible with the design, quality, equipment or systems of the
Building, (iv) would require unusual expense to readapt the Premises to general purpose office use
or (v) otherwise do not comply with the provisions of this Lease (including, without limitation,
Section 5.9). So long as the submittal of Tenant’s Plans to Landlord includes a written statement
that the failure to provide comments thereto within five (5) Business Days after Landlord’s receipt
thereof, then Landlord’s failure to provide comments to Tenant’s Plans or reject Tenant’s Plans
prior to the expiration of such five (5) Business Day period shall be deemed Landlord’s approval
thereof.



(b) Change Orders. Tenant’s Plans shall not be changed or modified by Tenant after
approval by Landlord without the further approval in writing (“Change Order”) by Landlord. Any
Change Orders that are consistent with Tenant’s Plans will not require Landlord’s approval, but
Tenant shall provide written notice thereof (and a copy of such Change Order) to Landlord. Any
other Change Orders shall be approved or rejected by Landlord within three (3) Business Days after
Landlord’s receipt thereof. So long as the submittal of any Change Order to Landlord includes a
written statement that the failure to provide comments thereto within three (3) Business Days after
Landlord’s receipt thereof, then Landlord’s failure to provide comments to any Change Order or
reject any Change Order prior to the expiration of such three (3) Business Day period shall be
deemed Landlord’s approval thereof. Change Orders may be submitted to Landlord at weekly
construction meetings regarding Tenant’s Initial Construction.



2. Tenant’s Initial Construction.



(a) General. Landlord and Tenant and their authorized representatives shall be kept
fully apprised and informed of the construction process, and shall have the right to inspect
Tenant’s Initial Construction and Landlord’s Work, as applicable, from time to time and to attend
construction job-site meetings.



(b) Tenant’s Architect/Engineers. Tenant has retained, and Landlord has approved,
Industrial Facilities Design Inc. as “Tenant’s Architect” for Tenant’s Initial
Construction. If an architect other than Landlord’s architect is selected by Tenant, Tenant shall
provide a letter from such architect to Landlord stating that the architect has carefully reviewed
the requirements of this Exhibit B, of any design manual or handbook provided to Tenant by
Landlord with respect to the Tenant’s Initial Construction (including, but not limited to,
Landlord’s Construction Manual), and of any Tenant’s Initial Construction design schedule, and that
Tenant’s Architect will comply with all such requirements including without limitation the
submission deadlines stated in any Tenant’s Initial Construction design schedule.



Tenant shall be solely responsible for the liabilities and expenses of all architectural and
engineering services relating to Tenant’s Initial Construction (subject to reimbursement from the
Improvement Allowance) and for the adequacy and completeness of Tenant’s Plans submitted to
Landlord.



(c) Performance of Tenant’s Initial Construction. Tenant’s Initial Construction shall
be performed in accordance with Tenant’s Plans and any Change Orders approved by Landlord.



By its execution of the Lease, and submission of Tenant’s Plans and any Change Orders, Tenant
will be deemed to have approved of, and shall be legally responsible for, such Tenant’s Plans and
Change Orders. Landlord shall not be responsible for any aspects of the design or construction of
Tenant’s Initial Construction, the correction of any defects therein, or any delays in the
completion thereof. Tenant shall be responsible for building standard costs of Building services
or facilities (such as electricity, HVAC, and cleaning) required to implement Tenant’s Initial
Construction and other variable costs to the extent required to be paid by Tenant under the Lease
(such as for review, inspection, and testing). All payments required to be made by Tenant
hereunder, whether to Landlord or to third parties, shall be deemed Additional Rent for purposes of
Article VII of this Lease.



Tenant’s Initial Construction shall be made in accordance with the requirements of this
Exhibit B. Tenant’s Initial Construction must comply with the Building Code in effect for
the municipality in which the Building is located and the requirements, rules and regulations of
any governmental agencies having jurisdiction. Tenant must deliver to Landlord copies of all
required permits and approvals prior to the commencement of Tenant’s Initial Construction.



(d) Tenant Contractor. Any independent contractor of Tenant (or any employee or agent
of Tenant) performing Tenant’s Initial Construction shall be a “Tenant Contractor” and shall be
subject to all of the terms, conditions and requirements contained in the Lease. The identity and
qualifications of each Tenant Contractor shall be subject to Landlord’s prior written approval,
which shall not be unreasonably withheld, conditioned, or delayed.



Without limitation, Tenant shall require each Tenant Contractor to adjust and coordinate
Tenant’s Initial Construction to meet the schedule or requirements of other work being performed by
or for Landlord throughout the Building. Tenant shall insure that each Tenant Contractor shall
take all reasonable steps to assure that any work is carried out without disruption from labor
disputes arising from whatever cause, including, without limitation, disputes concerning union
jurisdiction and the affiliation of workers employed by said Tenant Contractor or its
subcontractors. Tenant shall be responsible for, and shall reimburse Landlord for, all costs and
expenses, including, without limitation, attorney’s fees incurred by Landlord in connection with
any breach by the contractor of such obligations.



At all times while performing Tenant’s Initial Construction, Tenant and each Tenant Contractor
shall not discriminate against any individual because of race, color, sex, religion or national
origin and will, as may be required by the municipality in which the Building is located or any
other public authority having jurisdiction, comply with all applicable laws, regulations and equal
opportunity policies generally adhered to by comparable office buildings in the same geographic
area as the Building.



In all events, Tenant shall indemnify the Indemnitees in the manner provided in
Section 5.5.1 of this Lease against any claim, loss or cost arising out of any interference
with, or damage to, any work in the Building being done by Landlord, or any delay thereto, or any
increase in the cost thereof on account in whole or in part of any act, omission, neglect or
default by Tenant or any Tenant Contractor in the performance of Tenant’s Initial Construction.



(e) Insurance. Tenant shall, and Tenant shall cause all Tenant Contractors to,
purchase and maintain the insurance in the coverages and limits set forth in the Landlord’s
Construction Manual, and prior to the commencement of Tenant’s Initial Construction, Tenant shall
provide Landlord with the following:




	 	(i)	 	A list of each Tenant Contractor and/or subcontractors for
Landlord’s approval, such approval to be exercised reasonably and without undue
delay.






	 	(ii)	 	Tenant’s and all Tenant Contractors’ and subcontractors’
insurance certificates in accordance with the Landlord’s Construction Manual.





(f) General.



All demolition, removals, or other categories of work that may inconvenience other tenants or
disturb Building operations must be scheduled and performed before or after normal Building hours,
and Tenant shall provide the Building manager with at least twenty-four (24) hours’ notice prior to
proceeding with such work. Tenant must schedule and coordinate all aspects of work with the
Building manager and Building engineer.



At least twenty-four (24) hours’ prior notice must generally be given to the Building
management office prior to the shutdown of fire, sprinkler and other alarm systems. In the event
that such work unintentionally alerts the Fire or Police Department for the municipality in which
the Building is located through an alarm signal, then Tenant shall be liable for any fees or
charges levied by the such Fire or Police Department in connection with such alarm. Tenant shall
pay to Landlord such charges as may from time to time be in effect with respect to any such
shutdown described herein.



Upon completion of the Tenant’s Initial Construction, Tenant shall submit to Landlord a
permanent certificate of occupancy (if available in the city or town in which the Premises are
located) and final approval by the other governmental agencies having jurisdiction (to the extent
required, available and not delayed on account of Landlord’s Work).



A consent required from Landlord under this Exhibit B with respect to a particular Tenant’s
Initial Construction matter may be deemed given in accordance with the following procedure. Tenant
shall provide an initial written notice to Landlord (which shall include all materials required
under this Exhibit B) with the following written on the outside of the delivery envelope: “FAILURE
TO RESPOND TO THIS NOTICE WITHIN TEN DAYS SHALL RESULT IN THE DEEMED APPROVAL OF A TENANT’S INITIAL
CONSTRUCTION MATTER AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY AT 333 WYMAN STREET IN WALTHAM,
MASSACHUSETTS.” If Landlord does not respond to such request within ten (10) days after delivery
to Landlord, Tenant shall provide another written notice to Landlord (which shall also include all
materials required under this Exhibit B) with the following written on the outside of the delivery
envelope: “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIVE BUSINESS DAYS SHALL RESULT IN THE DEEMED
APPROVAL OF A TENANT’S INITIAL CONSTRUCTION MATTER AFFECTING ALTUS PHARMACEUTICALS INC.’S TENANCY
AT 333 WYMAN STREET IN WALTHAM, MASSACHUSETTS.” If Landlord does not respond to such second notice
within five (5) Business Days after delivery to Landlord, then the consent required from Landlord
with respect to such Tenant Work matter (but no other matter) shall be deemed given.



3. Improvement Allowance.



Landlord shall provide Tenant with an allowance for the costs (“Allowance Costs”) of
constructing Tenant’s Initial Construction (including, without limitation, architectural and
engineering fees with respect thereto) in an amount not to exceed the Improvement Allowance, as
such term is defined in Section 1.1 of this Lease. Allowance Costs shall also include
costs of “Tenant’s Initial Construction” under the 610 Lease (i.e., Tenant may apply the
Improvement Allowance under this Lease towards “Allowance Costs” under the 610 Lease). In
addition, Landlord shall provide Tenant with an allowance for the costs of completing all space
planning, design drawings and specifications in an amount not to exceed the Space Planning
Allowance, as such term is defined in Section 1.1 of this Lease. Collectively, the
Improvement Allowance and the Space Planning Allowance are referred to herein as the “Allowance.”
All construction and design costs for the Premises in excess of the Allowance shall be paid for
entirely by Tenant, and Landlord shall not provide any reimbursement therefor.



The Allowance shall be disbursed as requisitioned by Tenant but in no more than four (4)
disbursements. For each disbursement, Tenant shall submit a requisition package to Landlord prior
to the first day of the month, with an itemization of the costs being requisitioned, a certificate
by an officer of Tenant that all such costs are Allowance Costs and have been incurred and paid for
by Tenant, and appropriate back-up documentation including, without limitation, lien releases (in a
form approved by Landlord), paid invoices and bills. The final requisition package shall further
include an executed estoppel letter under this Lease, a certificate of Tenant’s Architect that
Tenant’s Initial Construction has been completed in accordance with the Tenant’s Plans and any
Change Orders approved by Landlord, lien releases from each Tenant Contractor and all
subcontractors, a set of “as-built” plans of Tenant’s Initial Construction certified by Tenant’s
Architect or Contractor, and an original certificate of occupancy. Landlord agrees that any
requisition may be made on the AIA short form.



6



Exhibit B-1




Landlord’s Work




[Graphics and Chart Omitted – Not Material to Investors]






7






Exhibit B-2




Landlord’s Work Schedule




(See attached.)




[Chart Omitted – Not Material to Investors]






8






Exhibit C




Confirmation of Lease Commencement




Reference is made to the Lease dated October      , 2007 between 275 Wyman LLC, as Landlord and
Altus Pharmaceuticals, as Tenant (the “Lease”). The terms listed below are used as defined
in the Lease.



	 	 	 	 	 
	Landlord and Tenant confirm the following:

	Term Commencement Date:
	 	 	—	 
	Term Expiration Date:
	 	 	—	 






Executed as a Massachusetts instrument under seal as of      .



LANDLORD:



275 WYMAN LLC



By:      



Name:



Title



TENANT:



ALTUS PHARMACEUTICALS INC.



By:      

Name:

Title:




COMMONWEALTH OF MASSACHUSETTS




     County, ss.



On this      day of      , 200_, before me, the undersigned notary public, personally
appeared      , proved to me through satisfactory evidence of identification,
which was      , to be the person whose name is signed on the
preceding or attached document, and acknowledged to me that (he) (she) signed it voluntarily, for
its stated purpose, as      of
     , a      .



	 
	(official signature and seal of notary)

	My commission expires







COMMONWEALTH OF MASSACHUSETTS




     County, ss.



On this      day of      , 200_, before me, the undersigned notary public, personally
appeared      , proved to me through satisfactory evidence of identification,
which was      , to be the person whose name is signed on the
preceding or attached document, and acknowledged to me that (he) (she) signed it voluntarily, for
its stated purpose, as      of
     , a      .



	 
	(official signature and seal of notary)

	My commission expires







Exhibit D




HEAT AND AIR CONDITIONING SPECIFICATION




For office areas:  70 — 74 — deg. F, 45 – 55% r/h  - Systems should be capable of delivering 20 CFM
( cubic feet per minute ) per person of make air during occupied periods.




9