Exhibit 10.11.2


SECOND
AMENDMENT OF LEASES


This Second
Amendment of Leases (this “Amendment”) is made as of this 25th day of July, 2005 by and between One Kendall
Square Associates, LLC (“Landlord”) and Genzyme Corporation (“Tenant”).


1.             BACKGROUND


Reference is made to the
following:


1.1           Amendment of Leases:  An Amendment of Leases dated December 17,
2004 by and between Landlord and Tenant (“Amendment of Leases”).  The Amendment of Leases amends two leases
(collectively “Leases”) between the parties, one of the Leases (“Building 600
Lease”) relating to premises located in Building 600/650/700 (“Building 600”),
One Kendall Square, Cambridge, Massachusetts, and the other of the Leases (“Building
1400 Lease”) relating to premises located in Building 1400 (“Building 1400”),
One Kendall Square, Cambridge, Massachusetts. 
Any capitalized terms used in this Second Amendment of Leases shall have
the same definitions as set forth in the Amendment of Leases, except to the
extent otherwise expressly set forth herein.


1.2           Premises A:  Premises A consists of the Building 600
Premises, as defined in the Amendment of Leases, and Suite 501 located on the
fifth (5th)
floor of Building 1400, as defined in the Amendment of Leases.   The terms of the Leases in respect of Premises
A and Suite 501 expire as of December 24, 2006, unless Tenant exercises its
option to extend the term thereof in accordance with the Amendment of Leases.


1.3           Premises
B:  Premises B consists of
portions of the lower level, the second (2nd) floor, the third (3rd) floor and the fourth (4th) floor of Building 1400, all as more
particularly defined in the Amendment of Leases.  For the purposes of this Second Amendment of
Leases, the Premises B defined in the Amendment of Leases are hereinafter
referred to as “Existing Premises B”. 
The term of the Building 1400 Lease in respect of  Existing Premises B expires as of December
24, 2006, unless Tenant exercises its option to extend the term thereof in
accordance with the Amendment of Leases.


1.4           Premises C:  Premises C consists of portions of the first
(1st),
second (2nd), third (3rd), fourth (4th), and fifth (5th) floors of Building 1400, all as more
particularly defined in the Amendment of Leases.  The term of the Building 1400 Lease in
respect of Premises C expires as of July 24, 2005.


1.5           Extended Term Portions of
Premises C: 
Notwithstanding the fact that the term of the Building 1400 Lease in
respect of Premises C expires as of July 24, 2005, Tenant desires to extend the
term of the Building 1400 Lease in respect of the following portions (“Extended
Term Portions of Premises C”) for an additional period commencing as of July
25, 2005 and expiring as of December 24, 2006:



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·                  An
area on the second (2nd)
floor of Building 1400, containing 3,605 rentable square feet, substantially as
shown on Exhibit A, Sheet 1 attached hereto


·                  An
area on the fourth (4th)
floor of Building 1400, containing 669 rentable square feet, substantially as
shown on Exhibit A, Sheet 2 attached hereto


·                  An
area on the second (5th)
floor of Building 1400, containing 74 rentable square feet, substantially as
shown on Exhibit A, Sheet 3 attached hereto.


1.6           Deleted Portion of
Premises B: 
Notwithstanding the fact that the term of the Building 1400 Lease in
respect of Premises B was, pursuant to the Amendment of Leases, extended for a
period commencing as of July 25, 2005 and expiring as of December 24, 2006,
Tenant desires to terminate the term of the Building 1400 Lease in respect of
the portion (“Deleted Portion of Premises B”) containing 3,605 rentable square
feet and shown on Exhibit A, Sheet 2 effective as of July 24, 2005.


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree that the Building 1400 Lease, as
previously amended, is hereby further amended as follows:


2.             EXTENSION OF TERM OF
BUILDING 1400 LEASE IN RESPECT OF THE EXTENDED TERM PORTIONS OF PREMISES C


The term of the
Building 1400 Lease in respect of the Extended  Term
Portions of Premises C are hereby extended for an additional term commencing as
of July 25, 2005 and ending as of December 24, 2006.  The demise of the Extended Term Portions of
Premises C shall be upon all of the same terms and conditions of the Building
1400 Lease applicable to Premises B.  The
Extended Term Portions of Premises C are hereby incorporated into and made a
part of Premises B, and Tenant shall have the same rights and obligations with
respect to the Extended Term Portions of Premises C as Tenant has with respect
to Premises B, including but not limited to, extension options, termination
right and rights of first refusal.  The
Base Rent payable in respect of the Extended Portions of Premises C is included
in the Base Rent payable in respect of Premises B, as set forth in Section 4
below.  Except as provided herein, the
Building 1400 Lease in respect of Premises C terminated as of July 24, 2005.


3.             TERMINATION OF TERM OF
BUILDING 1400 LEASE IN RESPECT OF DELETED PORTION OF PREMISES B


The Building 1400
Lease in respect of the Deleted Portion of Premises B is hereby terminated
effective as of July 24, 2005.  Annual
Base Rent and other charges payable in respect of the Deleted Portion of
Premises B shall be apportioned as of July 24, 2005.


4.             REVISED DEFINITION OF
PREMISES B


4.1           Definition.  Giving effect to the extension of the term of
the Building 1400 Lease in respect of the Extended Term Portions of Premises C,
the termination of 



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the Building 1400 Lease in respect of the Deleted
Portion of Premises B, and the incorporation of the Extended Term Portions of
Premises C into Premises B, the parties hereby agree that, for all purposes
under the Leases and Amendment of Leases, Tenant has the right to use 39
parking spaces, and Premises B shall consist of areas containing 37,435 rentable
square feet, as follows:


(1)           A
portion of the lower level of Building 1400, containing 3,869 square feet of
space, as shown on Exhibit B-2, Sheet 1 attached to the Amendment of Leases.


(2)           A portion of the second (2nd) floor of Building 1400, containing
14,219 square feet of space, as shown on Exhibit A, Sheet 1 attached to this
Second Amendment of Leases.


(3)           A portion of the third (3rd) floor of Building 1400,
containing 18,604 square feet of space, as shown on Exhibit B-2, Sheet 5
attached to this Second Amendment of Leases.


(4)           A portion of the fourth (4th) floor of Building 1400,
containing 669 square feet of space, as shown on Exhibit A, Sheet 2 attached to
this Second Amendment of Leases.


(5)           A portion of the fifth (5th) floor of Building 1400
containing 74 square feet of space, as shown on Exhibit A, Sheet 3 attached to
this Second Amendment of Leases.


4.2           Annual Base Rent.  During the period commencing as of July 25,
2005 and expiring as of December 24, 2006, the annual Base Rent in respect of
Premises B (as defined in this Section 4 shall be Nine Hundred Thirty-Five
Thousand Eight Hundred Seventy-Five and 00/100 ($935,875.00) Dollars (i.e., a
monthly payment of $77,989.58).


5.                                       Tenant’s Proportionate CAO Lot Share and Tenant’s
Proportionate Building Share


For purposes of determining Tenant’s Proportionate CAO
Lot Share and Tenant’s Proportionate Building Shares the parties hereby confirm
and agree that the square footage of space included in the Complex and each of
the Buildings is as follows:


	
  

  	
  Building 600:

  	
  224,803 square feet

  
	
   

  	
  Building 1400:

  	
  133,077 square feet

  
	
   

  	
  Complex:

  	
  650,681 square feet

  



 



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As
herein amended, the Leases are ratified, approved and confirmed in all
respects.


EXECUTED under seal as of the date first above written.


	
  LANDLORD:

  	
  TENANT:

  
	
  ONE KENDALL
  SQUARE

  	
  GENZYME CORPORATION, a

  
	
  ASSOCIATES, LLC,

  	
  Massachusetts Corporation

  
	
  a Delaware
  limited liability company

  	
   

  



 


By:                              One
Kendall Square

Mezzanine, LLC,

its sole member


By:                              One
Kendall Square Investors, LLC

its sole member


By:                              Lincoln-One
Kendall Square, LLC

its administrative member


	
  By: 

  	
  /s/ W. Frank
  Cofer

  	
   

  	
  By: 

  	
  /s/ Michael S. Wyzga

  
	
   

  	
  Name:  W. Frank Cofer

  	
   

  	
   

  	
  Name:  Michael
  S. Wyzga

  
	
   

  	
  Title:  Vice President

  	
   

  	
   

  	
  Title:  Chief
  Financial Officer

  
	
   

  	
  Hereunto Duly
  Authorized

  	
   

  	
   

  	
  Hereunto Duly Authorized

  
	
   

  	
   

  
	
  Date Signed:

  	
  12/28/05

  	
   

  	
  Date Signed: 

  	
  12/20/05

  
							



 



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SECOND AMENDMENT
OF LEASES

EXHIBIT A, SHEET 1


SECOND FLOOR

(EXISTING PREMISES B AND

EXTENDED TERM PORTION OF PREMISES C)



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SECOND AMENDMENT
OF LEASES

EXHIBIT A, SHEET 2


FOURTH FLOOR

(EXTENDED TERM PORTION OF EXHIBIT C

AND

DELETED PORTION OF PREMISES B



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SECOND AMENDMENT
OF LEASES

EXHIBIT A, SHEET 3


FIFTH FLOOR

EXTENDED TERM PORTION OF PREMISES C


 



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