Exhibit
10.1.5


64 Sidney Street


Cambridge,
Massachusetts


LANDLORD


FC 64 SIDNEY, INC.


TENANT


GENZYME
CORPORATION















	
  Table of Contents

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I - RECITALS AND DEFINITIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  Recitals

  	
   

  	
   

  
	
  Section 1.2

  	
   

  	
  Definitions

  	
   

  	
   

  
	
  Section 1.3

  	
   

  	
  Exhibits

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II - PREMISES AND TERM

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Premises

  	
   

  	
   

  
	
  Section 2.2

  	
   

  	
  Appurtenant Rights

  	
   

  	
   

  
	
  Section 2.3

  	
   

  	
  Landlord’s Reservations

  	
   

  	
   

  
	
  Section 2.4

  	
   

  	
  Parking

  	
   

  	
   

  
	
  Section 2.5

  	
   

  	
  Commencement Date

  	
   

  	
   

  
	
  Section 2.6

  	
   

  	
  Extension Options

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III - RENT AND OTHER PAYMENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Annual Fixed Rent Section

  	
   

  	
   

  
	
  Section 3.2

  	
   

  	
  Real Estate Taxes

  	
   

  	
   

  
	
  Section 3.3

  	
   

  	
  Operating Expenses

  	
   

  	
   

  
	
  Section 3.4

  	
   

  	
  Other Utility Charges

  	
   

  	
   

  
	
  Section 3.5

  	
   

  	
  Above-standard Services

  	
   

  	
   

  
	
  Section 3.6

  	
   

  	
  No Offsets

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV – ALTERATIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
   

  	
  Consent Required for Tenant’s Alterations

  	
   

  	
   

  
	
  Section 4.2

  	
   

  	
  Ownership of Alterations

  	
   

  	
   

  
	
  Section 4.3

  	
   

  	
  Construction Requirements for Alterations

  	
   

  	
   

  
	
  Section 4.4

  	
   

  	
  Payment for Tenant Alterations

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V - RESPONSIBILITY FOR CONDITION OF BUILDING
  AND PREMISES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
   

  	
  Maintenance of Building and Common Areas by Landlord

  	
   

  	
   

  
	
  Section 5.2

  	
   

  	
  Maintenance of Premises by Tenant

  	
   

  	
   

  
	
  Section 5.3

  	
   

  	
  Delays in Landlord’s Services

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI - TENANT COVENANTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
   

  	
  Permitted Us

  	
   

  	
   

  
	
  Section 6.2

  	
   

  	
  Laws and Regulations

  	
   

  	
   

  
	
  Section 6.3

  	
   

  	
  Rules and Regulations; Signs

  	
   

  	
   

  
	
  Section 6.4

  	
   

  	
  Safety Compliance

  	
   

  	
   

  



 











 


	
  Section 6.5

  	
   

  	
  Landlord’s Entry

  	
   

  
	
  Section 6.6

  	
   

  	
  Floor Load

  	
   

  
	
  Section 6.7

  	
   

  	
  Personal Property tax

  	
   

  
	
  Section 6.8

  	
   

  	
  Assignment and Subleases

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII - INDEMNITY AND INSURANCE

  	
   

  
	
   

  	
   

  
	
  Section 7.1

  	
   

  	
  Indemnity

  	
   

  
	
  Section 7.2

  	
   

  	
  Liability Insurance

  	
   

  
	
  Section 7.3

  	
   

  	
  Alterations, Improvements and Betterments; Personal
  Property at Risk

  	
   

  
	
  Section 7.4

  	
   

  	
  Landlord’s Insurance 

  	
   

  
	
  Section 7.5

  	
   

  	
  Waiver of Subrogation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII - CASUALTY AND EMINENT DOMAIN

  	
   

  
	
   

  	
   

  
	
  Section 8.1

  	
   

  	
  Restoration Following Casualties

  	
   

  
	
  Section 8.2

  	
   

  	
  Landlord’s Termination Election

  	
   

  
	
  Section 8.3

  	
   

  	
  Tenant’s Termination Election

  	
   

  
	
  Section 8.4

  	
   

  	
  Casualty at Expiration of Lease

  	
   

  
	
  Section 8.5

  	
   

  	
  Eminent Domain

  	
   

  
	
  Section 8.6

  	
   

  	
  Rent After Casualty or Taking

  	
   

  
	
  Section 8.7

  	
   

  	
  Taking Award

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX – DEFAULT

  	
   

  
	
   

  	
   

  
	
  Section 9.1

  	
   

  	
  Tenant’s Default

  	
   

  
	
  Section 9.2

  	
   

  	
  Damages

  	
   

  
	
  Section 9.3

  	
   

  	
  Cumulative Rights 

  	
   

  
	
  Section 9.4 

  	
   

  	
  Landlord’s Self-Help

  	
   

  
	
  Section 9.5

  	
   

  	
  Enforcement Expenses

  	
   

  
	
  Section 9.6

  	
   

  	
  Late Charges and Interest on Overdue Payments

  	
   

  
	
  Section 9.7

  	
   

  	
  Landlord’s Right to Notice and Cure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X – MORTGAGEES’ AND GROUND LESSORS’ RIGHTS

  	
   

  
	
   

  	
   

  
	
  Section 10.1

  	
   

  	
  Subordination

  	
   

  
	
  Section 10.2

  	
   

  	
  Prepayment of Rent Not to Bind Mortgagee

  	
   

  
	
  Section 10.3

  	
   

  	
  Tenant’s Duty to Notify Mortgagee; Mortgagee’s
  Ability to Cure

  	
   

  
	
  Section 10.4

  	
   

  	
  Estoppel Certificates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI – MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  Section 11.1

  	
   

  	
  Notice of Lease

  	
   

  
	
  Section 11.2

  	
   

  	
  Notices

  	
   

  
	
  Section 11.3

  	
   

  	
  Successors and Limitation on Liability on the
  Landlord

  	
   

  
	
  Section 11.4

  	
   

  	
  Waivers by the Landlord or Tenant

  	
   

  



 











 


	
  Section 11.5

  	
   

  	
  Acceptance of Partial Payments of Rent

  	
   

  
	
  Section 11.6

  	
   

  	
  Interpretation and Partial Invalidity

  	
   

  
	
  Section 11.7

  	
   

  	
  Quiet Enjoyment

  	
   

  
	
  Section 11.8

  	
   

  	
  Brokerage

  	
   

  
	
  Section 11.9

  	
   

  	
  Surrender of Premises and Holding Over

  	
   

  
	
  Section 11.10

  	
   

  	
  Ground Lease

  	
   

  
	
  Section 11.11

  	
   

  	
  Security Deposit

  	
   

  
	
  Section 11.12

  	
   

  	
  Financial Reporting

  	
   

  
	
  Section 11.13

  	
   

  	
  Cambridge Employment Plan

  	
   

  
	
  Section 11.14

  	
   

  	
  Parking and Transportation Demand Management

  	
   

  



 















LEASE


ARTICLE I


RECITALS AND
DEFINITIONS


Section 1.1  -  Recitals.


This Lease (this “Lease”)
is entered into as of November 30, 2005, by and between FC64 SIDNEY, INC., an
Ohio corporation, (the “Landlord”), and GENZYME CORPORATION, a Massachusetts
Corporation (the “Tenant”).


In consideration
of the mutual covenants herein set forth, the Landlord and the Tenant do hereby
agree to the terms and conditions set forth in this Lease.


Section 1.2 - Definitions.


The following
terms shall have the meanings indicated or referred to below:


                “Additional Rent” means all charges payable by the
Tenant pursuant to this Lease other than Annual Fixed Rent, including without
implied limitation, the Tenant’s parking charges as provided in Section 2.4 and
Exhibit A; the Tenant’s Tax Expense Allocable to the Premises as provided in
Section 3.2; the Tenant’s Operating Expenses Allocable to the Premises in
accordance with Section 3.3; amounts payable for special services pursuant to
Section 3.5; the Landlord’s share of any sublease or assignment proceeds
pursuant to Section 6.8.


“Annual Fixed Rent”
- See Exhibit A and Section 3.1.


“Building” means
the Richards Building containing office space located at 64 Sidney Street,
Cambridge, Massachusetts.


“Commencement Date”
- See Section 2.5.


“Common Building
Areas” means those portions of the Building which are not part of the Premises
and to which the Tenant has appurtenant rights pursuant to Section 2.2.


“External Causes”
means, collectively, (i) Acts of God, war, civil commotion, fire, flood or
other casualty, strikes or other extraordinary labor difficulties, shortages of
labor or materials or equipment in the ordinary course of trade, government
orders or regulations enacted or promulgated after the date of this Lease, or
other cause not reasonably within the Landlord’s or Tenant’s control and not
due to the fault or neglect of the Landlord or Tenant, and (ii) any act,
failure to act or neglect of the Tenant or Landlord or the Tenant’s or Landlord’s
servants, agents, employees, licensees or any person claiming by, through or
under the Tenant or Landlord, as the case may be, which delays the Landlord or
Tenant, as the case may be, in the performance of any act required to be
performed by the Landlord or Tenant, as the case may be, under this Lease.


“Initial Term” -
See Exhibit A.


“Land” means the
parcel of land situated in Cambridge. Massachusetts described in Exhibit B.


“Landlord’s
Original Address” - See Exhibit A.











“Lease Year” means
each period of one year during the Term commencing on the Commencement Date or
on any anniversary thereof.


“Permitted Uses” -
See Exhibit A.


“Premises” - See
Exhibit A and Section 2.1.


“Property” means
the Land and the Building.


“Tenant’s Original
Address” - See Exhibit A.


“Term” means the
Initial Term (as defined in Exhibit A.)


“University Park”
means the area in Cambridge, Massachusetts, bounded on the North side by
Massachusetts Avenue, Green and Blanche Streets, on the East side by
Landsdowne, Cross and Purrington Streets, on the South side by Pacific Street
and on the West side by Brookline Street, as shown on Exhibit B-1.


Section 1.3 - Exhibits.


The Exhibits to
this Lease which are listed herein below, are incorporated herein by this
reference and are to be treated as a part of this Lease for all purposes.
Undertakings contained in such Exhibits, including any Exhibits not attached
but separately delivered to Tenant, are agreements on the part of Landlord and
Tenant, as the case may be, to perform the obligations stipulated therein.


	
  EXHIBIT
  A -

  	
  Basic Lease Terms

  
	
  EXHIBIT B -

  	
  Legal Description

  
	
  EXHIBIT B-1

  	
  Map of University Park

  
	
  EXHIBIT B-2

  	
  Depiction of Premises

  
	
  EXHIBIT C -

  	
  Work Letter

  
	
  EXHIBIT D -

  	
  Standard Services

  
	
  EXHIBIT E -

  	
  Rules and Regulations

  
	
  EXHIBIT F -

  	
  Roof Equipment

  
	
  EXHIBIT G -

  	
  Removable Items

  



 


ARTICLE II


PREMISES AND TERM


Section 2.1 – Premises.


The Landlord
hereby leases to the Tenant, and the Tenant hereby leases from the Landlord,
for the Term, the Premises. The Premises shall exclude the office entry and office
lobby of the Building, first floor elevator lobby, first floor mall room,
atrium, bridges and walkways, the common stairways and stairwells, elevators
and elevator wells, boiler room, sprinklers, sprinkler rooms, elevator rooms,
mechanical rooms, loading and receiving areas,











electric and telephone
closets, janitor closets, loading docks and bays, rooftop mechanical penthouses
to the extent they house Building equipment, and pipes, ducts, conduits, wires
and appurtenant fixtures and equipment serving exclusively or in common other
parts, of the Building.  If the Premises
at any time includes less than the entire rentable floor area of any floor of
the Building, the Premises shall also exclude the common corridors, vestibules,
elevator lobby and toilets located on such floor. The Tenant acknowledges that,
except as expressly set forth in this Lease, there have been no representations
or warranties made by or on behalf of the Landlord with respect to the
Premises, the Building or the Property or with respect to the suitability of
any of them for the conduct of the Tenant’s business. The taking of possession
of the Premises by the Tenant shall conclusively establish that the Premises
and the Building were at such time in satisfactory condition, order and repair,
latent defects only, excepted.  Landlord
hereby represents that to the best of Landlord’s knowledge, the Building is in
compliance with the Americans with Disabilities Act of 1990 (“ADA”).


Section 2.2 - Appurtenant
Rights.


The tenant shall
have, as appurtenant to the Premises, the nonexclusive right to use in common
with others, subject to reasonable rules of general applicability to occupants
of the Building from time to time made by the Landlord of which the Tenant is
given notice:  (i) the office entry,
office vestibules and office lobby of the Building, first floor mailroom, the
common stairways, elevators, elevator wells, boiler room, elevator rooms,
sprinkler rooms, mechanical rooms, electric and telephone closets, janitor
closets, loading docks and bays, rooftop mechanical penthouses to the extent
they house Building equipment, and the pipes, sprinklers, ducts, conduits,
wires and appurtenant fixtures and equipment serving the Premises in common
with others, (ii) common walkways and driveways necessary or reasonably
convenient for access to the Building, (iii) access to loading area and freight
elevator subject to Landlord’s reasonable rules and regulations in effect from
time to time and applicable to all occupants of the Building and of which the
Tenant is given notice, (iv) if the Premises at any time include less than the
entire rentable floor area of any floor, the common toilets, corridors,
vestibules, and elevator lobby of such floor, and (v) such other common areas
and facilities of the Building and the Land necessary for access to or
beneficial use of the Premises. 
Additionally Tenant shall have the right to locate equipment on the roof
of the Building, as designated on Exhibit F (“Equipment”), subject to Landlord’s
approval, which shall not be unreasonably withheld.  Landlord hereby approves and consents to
Tenant’s use of the roof for the operation, maintenance and replacement of
Tenant’s existing equipment on the roof of the Building and the location of
such existing equipment.


Section 2.3 - Landlord’s
Reservations.


The Landlord
reserves the right from time to time, at reasonable times and upon prior
written notice to Tenant (except in emergency situations), without unreasonable
interference with the Tenant’s use: (i) to install, use, maintain, repair,
replace and relocate for service to the Premises and/or other parts of the
Building, pipes, ducts, conduits, wires and appurtenant fixtures and equipment,
wherever located in the Premises or the Building, and (ii) to alter or any
other common facility, provided that substitutions are substantially equivalent
or better.  Landlord











acknowledges that Tenant
has or will have so-called “clean rooms” located within the Premises, and
Landlord shall not enter Tenant’s “clean rooms” without Tenant’s prior consent
and without accompaniment by a representative of Tenant, except in case of
emergency.


Section 2.4 - Parking


The Landlord shall
provide and the Tenant shall pay for parking privileges for use by the Tenant’s
employees, business invitees and visitors in accordance with Exhibit A. The
Landlord shall operate, or cause to be operated, a parking garage known as the
80 Landsdowne Street Garage (the “Garage”) to serve the Building and other
buildings in University Park. The Tenant’s parking privileges shall be
initially located in the Garage and shall be on a nonexclusive basis (i.e., no
reserved spaces); provided, however, Landlord agrees that the Garage shall be
operated so as to maintain therein sufficient spaces to accommodate Tenant’s
parking privileges described in Exhibit A. However, Tenant’s parking privileges
may be relocated by Landlord, upon reasonable prior notice to Tenant from
Landlord, to another parking garage within University Park. All monthly users
will have unlimited access to the Garage twenty-four (24) hours per day, seven
days per week.


The Tenant agrees
that it and all persons claiming by, through and under it, shall at all times
abide by the reasonable rules and regulations promulgated by the Landlord, of
which Tenant is given written notice, with respect to the use of the parking
facilities provided by the Landlord pursuant to this Lease. If there are any
conflicts between the provisions of such rules and regulations and any
provisions of this Lease, the provisions of this Lease shall govern.


Charges for Tenant’s
parking privileges hereunder shall be at the current monthly rate applicable
for such spaces and shall constitute Additional Rent and shall be payable
monthly to Landlord, during the Term, from and after the Commencement Date at
the time and in the fashion in which Annual Fixed Rent under this Lease is
payable.


At any time during
the Term Landlord shall have the right to assign Landlord’s obligations to
provide parking, as herein set forth, together with Landlord’s right to receive
Additional Rent for such parking spaces as herein provided, to a separate
entity created for the purpose of providing the parking privileges set forth
herein. In such event, Landlord and Tenant agree to execute and deliver
appropriate documentation, including documentation with the new entity,
reasonably necessary to provide for the new entity to assume Landlord’s
obligations to provide the parking privileges to Tenant as specified herein and
for the Tenant to pay the Additional Rent attributable to the parking
privileges directly to the new entity. Notwithstanding the foregoing, any
failure of such assignee to provide to Tenant the parking privileges set forth
herein shall be a Landlord default under this Lease.


Section 2.5 - Commencement
Date.


“Commencement Date”
means February 8, 2006.











Section 2.6 - Extension
Options.


Provided that
there has been no Event of Default which is uncured and continuing on the part
of the Tenant and the Tenant is, as of the date of exercise and as of the
commencement date of the Extension Term (as such term is defined below),
actually occupying sixty percent (60%) or more of the Premises for its own
business purposes, the Tenant shall have the right to extend the Term hereof
for two (2) successive periods of three (3) years each (each such three (3)
year period an “Extension Term”).


(a)           Such right to extend the Term shall be
exercised by the giving of notice by Tenant to Landlord at least nine (9)
months prior to the expiration of the then current Term. Upon the giving of
such notice, this Lease and the Term hereof shall be extended for an additional
term of three (3) years without the necessity for the execution of any
additional documents except a document evidencing the Annual Fixed Rent for the
Extension Term to be determined as set forth below. Time shall be of the
essence with respect to the Tenant’s giving notice to extend the Term. In no
event shall the Term hereof be extended for more than six (6) years after the
expiration of the Initial Term.


(b)  Each Extension Term shall be upon all the
terms, conditions and provisions of this Lease except the Annual Fixed Rent
during each such three (3) year Extension Term shall be the then Extension Fair
Rental Value of the Premises for such Extension Term to be determined under
this Section 2.6.


(c)  For purposes of each Extension Term described
in this Section 2.6, the Extension Fair Rental Value of the Premises shall mean
ninety-five percent (95%) of the then current fair market annual rent for
leases of other space similarly improved, taking into account the condition to
which such premises have been improved (excluding Removable Alterations) and
the economic terms and conditions specified in this Lease that will be
applicable thereto, including the savings, if any, due to the absence or
reduction of brokerage commissions; provided, however, in no event shall the
Extension Fair Rental Value bean amount that is less than the Annual Fixed Rent
due during the period immediately preceding such extension. The Landlord and Tenant
shall endeavor to agree upon the Extension Fair Rental Value of the Premises
within thirty (30) days after the Tenant has exercised an option for an
Extension Term. If the Extension Fair Rental Value of the Premises is not
agreed upon by the Landlord and the Tenant within this time frame, each of the
Landlord and the Tenant shall retain a real estate professional with at least
ten (10) years continuous experience in the business of appraising or marketing
(including brokering) similar commercial real estate in the Cambridge,
Massachusetts area who shall, within thirty (30) days of his or her
selection,  prepare a written report
summarizing his or her conclusion as to the Extension Fair Rental Value.  The Landlord and the Tenant shall
simultaneously exchange such reports; provided, however, if either party has
not obtained such a report within forty-five (45) days after the last day of
the thirty (30) day period referred to above in this Section 2.6, then the
determination set forth ( in the Other party’s report shall be final and
binding upon the parties. If both parties receive reports within such time and
the lower determination is within ten percent (10%) of the higher
determination, then the average of these determinations shall be deemed to be
the Extension Fair Rental Value for the Premises. If these determinations
differ by more than ten percent (10%), then the Landlord and the tenant shall
mutually select a person with the qualifications stated above (the “Final
Professional”) to resolve the dispute as to the Extension Fair Rental Value for
the Premises. If the Landlord and the Tenant cannot  agree upon the designation of the Final
Professional within ten (10) days of the exchange of the first valuation reports,
either party may apply to the American Arbitration











Association, the Greater
Boston Real Estate Board, or any successor thereto, for the designation of a
Final Professional. Within ten (10) days of the selection of the Final
Professional, the Landlord and the tenant shall each submit to the Final
Professional a copy of their respective real estate professional’s
determination of the Extension Fair Rental Value for the Premises. The Final
Professional shall then, within thirty (30) days of his or her selection,
prepare a written report summarizing his or her conclusion as to the Extension
Fair Rental Value (the “Final Professional’s Valuation”). The Final
professional shall give notice of the Final Professional’s Valuation to the
Landlord and the Tenant and such decision shall be final and binding upon the
Landlord and the Tenant, unless Landlord or Tenant provide written notice of
disapproval to the other party within ten (10) days of its receipt of the Final
Professional’s Valuation.  In the event
that Landlord or Tenant disapproves of the Final Professional’s Valuation, (i)
the disapproving party shall be responsible for payment to all third party
appraisers utilized in connection with the process set forth in this Section
2.6, and (ii) the Lease shall be terminated effective three (3) months
following the end of the original term (Tenant shall pay rent at the Annual
Fixed Rent during such three (3) month period). In the event that Landlord and
Tenant do not terminate this Lease pursuant to the preceding sentence and the
term of the Lease is extended, each party shall pay the fees and expenses of
its real estate professional and counsel, if any, in connection with any
proceeding under this paragraph, and one-half of the fees and expenses of the
Final Professional. In the event that the commencement of the Extension Term
occurs prior to a final determination of the Extension Fair Rental Value
therefor (the “Extension Rent Determination Date”), then the Tenant shall pay
the Annual Fixed Rent at the greater of (i) the rate specified by the Landlord
in its proposed Extension Fair Rental Value or (ii) the then applicable Fixed
Rental Rate (such greater amount being referred to as the “Interim Rent”). If
the Annual Fixed Rent as finally determined for the Extension Term is
determined to be greater than the Interim Rent, then the Tenant shall pay to
the Landlord the amount of the underpayment for the period from the end of the
initial term of this Lease until the Extension Rent Determination Date within
thirty (30) days of the Extension Rent Determination Date If the Annual Fixed
Rent as finally determined for the Extension Term is determined to be less than
the Interim Rent, then the Landlord shall credit the amount of such overpayment
against the monthly installments of Annual Fixed Rent coming due after the
Extension Rent Determination Date.


ARTICLE III


RENT AND OTHER
PAYMENTS


Section 3.1 - Annual
Fixed Rent.


From and after the
Commencement Date, the Tenant shall pay, without notice or demand, monthly
installments of one-twelfth (of the Annual Fixed Rent in effect and applicable
to the Premises, in advance, on the first day of each calendar month of the
Term and of the corresponding fraction of said one (for any fraction of a
calendar month at the Commencement Date or end of the Term. The Annual Fixed
Rent applicable to the Premises during the Term shall be as set forth in
Exhibit A.











Section 3.2 – Real
Estate Taxes.


From and after the
Commencement Date, during the Term, the Tenant shall pay to the Landlord, as
Additional Rent, the Tenant’s Tax Expenses Allocable to the premises (as such
term is hereinafter defined) in accordance with this Section 3.2. The following
terms shall have the meanings indicated or referred to below:


(a) “Tax Year”
means the 12-month period beginning July 1 each year or if the appropriate
governmental tax fiscal period shall begin on any date other than July 1, such
other date.


(b) “The Tenant’s
Tax Expense Allocable to the Premises” means that portion of the Landlord’s Tax
Expenses for a Tax Year which bears the same proportion thereto as the rentable
floor area of the Premises (from time to time) bears to the total rentable
floor area of the Building; provided, however, in the event that retail space
in the Building is valued by the assessing authorities differently than the
office space in the Building due solely on the basis of its use as retail
space, the Tenant’s Tax Expense Allocable to the Premises with respect to any
Tax Year will be adjusted as is appropriate so that the Tenant is responsible
for the portion of the Real Estate Taxes which are properly allocable to the
Premises, as reasonably determined by Landlord based on information with
respect to the assessment process made available by the assessing authorities.


(c) “The Landlord’s
Tax Expenses” with respect to any Tax Year means the aggregate Real Estate
Taxes on the Property with respect to that Tax Year, reduced by any abatement
or other tax refunds or credits received with respect to that Tax Year, plus
any fees paid to third party consultants used by Landlord in connection with
the calculation, abatement or refunding of Real Estate Taxes.


(d) “Real Estate
Taxes” means (1) all taxes and special assessments of every kind and nature
assessed by any governmental authority on the Property; and (ii) reasonable expenses
of any proceedings for abatement of such taxes or special assessments. Any
special assessments to be included within the definition of “Real Estate Taxes”
for any Tax Year shall be limited to the amount of the installment (plus any
interest thereon) of such special assessment (which shall be payable over the
longest period permitted by law) required to be paid during such Tax Year.
There shall be excluded from Real Estate Taxes all income, estate, succession,
inheritance, excess profit, franchise and transfer taxes; provided, however,
that if at anytime during the Term the present system of ad valorem
taxation of real property shall be changed so that in lieu of the whole or any
part of the ad valorem tax on real property, there shall be assessed on the
Landlord a capital levy or other tax on the gross rents received with respect
to the Property, or a federal, state, county, municipal or other local income,
franchise, excise or similar tax assessment, levy or charge (distinct from any
now in effect), based, in whole or in part, upon any such gross rents, then any
and all of such taxes assessments, levies or charges, to the extent so based,
shall be deemed to be included within the term “Real Estate Taxes.”


Payments by the
Tenant on account of the Tenant’s Tax Expenses Allocable to the Premises shall
be made monthly at the time and in the fashion herein provided for the payment
of Annual Fixed Rent and shall be in the amount of one-twelfth (1/12th of the Tenant’s Tax Expenses Allocable to the
Premises for the current Tax Year as reasonably estimated by the Landlord.











Not later than one
hundred twenty (120) days after the end of each Tax Year, the Landlord shall
render the Tenant a statement in reasonable detail showing for the preceding
Tax Year or fraction thereof, as the case may be, Real Estate Taxes for such
Tax Year, and any abatements or refunds of such Real Estate Taxes.  Expenses incurred in obtaining any tax
abatement or refund may be charged against such tax abatement or refund before
the adjustments are made for the Tax Year. If at the time such statement is
rendered it is determined with respect to any Tax Year, that the Tenant has
paid (i) less than the Tenant’s Tax Expenses Allocable to the Premises or (ii)
more than the Tenant’s Tax Expenses Allocable to the Premises, then, in the
case of clause “(i)” the Tenant shall pay to the Landlord, as Additional Rent,
within thirty (30) days of such statement the amount of such underpayment and,
in the case of clause “(ii)” the Landlord shall credit the amount of such
Overpayment against the next monthly installments of the Tenant’s Tax Expenses
Allocable to the Premises next thereafter coming due (or refund such
overpayment if the Term has expired or earlier terminated within thirty (30)
days after such expiration or termination).


To the extent that
Real Estate Taxes shall be payable to the taxing authority in installments with
respect to periods other than a Tax Year, the statement to be furnished by the
Landlord shall be rendered and payments made on account of such
installments.  Notwithstanding the
foregoing provisions, no decrease in Landlord’s Tax Expenses with respect to
any Tax Year shall result in a reduction of the amount otherwise payable by
Tenant if and to the extent any such decrease is attributed by the assessing
authority solely to the vacant space in the Building based on information with
respect to the assessment process made available by the assessing authorities
to Landlord; provided, however, that in no event shall Landlord collect more
than one hundred percent (100%) of the Landlord’s lax Expenses for the tenants
of the Building.


Section 3.3 - Operating
Expenses.


From and after the
Commencement Date, during the Term, the Tenant shall pay to the Landlord, as
Additional Rent, the Tenant’s Operating Expenses Allocable, to the Premises, as
hereinafter defined, in accordance with this Section 3.3. The following terms
shall have the meanings indicated or referred to below:


(a) “The Tenant’s
Operating Expenses Allocable to the Premises” means that portion of the
Operating Expenses for the Property which bears the same proportion thereto as
the rentable floor area of the Premises bears to the total rentable floor area
of the Building.


(b) “Operating
Expenses for the Property” means Landlord’s cost of operating, cleaning,
maintaining and repairing the Property, the roads, driveways and walkways for
providing access to the Building, and shall include without limitation the cost
of services on Exhibit D; premiums for insurance carried pursuant to Section
7.4; the amount deductible from any fire or other casualty Insurance claim of
the Landlord (which amount is currently $10,000.00, and which amount may be
increased during the Term and any Extension Term provided such increase is
reasonable and customary); reasonable compensation and all fringe benefits,
worker’s compensation insurance premiums and payroll taxes paid to, for or with
respect to all persons (University Park/Building general manager and below)
directly engaged in the managing, operating, maintaining or cleaning of the
Property; interior landscaping and maintenance; steam, water, sewer, gas, oil,
electricity, telephone and other utility charges (excluding such utility











charges which are either
separately metered or separately chargeable to Tenant or other Building
tenants); cost of building and cleaning supplies used in cleaning the common
areas of the Property; the costs of providing conditioned air for HVAC purposes
(excluding such costs which are either separately metered or separately
chargeable to tenants for additional or special services and those charges
related to the cost of operating base Building equipment not used by Tenant));
the costs of routine environmental management programs operated by Landlord
(including, but not limited to, periodic testing of air quality, temperature
and humidity and the proper operation of the HVAC system): rental costs for
equipment used in the operating, cleaning, maintaining or repairing of the
cotillion areas of the Property, or the applicable fair market rental charges
in the case of equipment owned by Landlord; cost of cleaning; cost of
maintenance, repairs and replacements (other than repairs and replacements
reimbursed from contractors under guarantees or made by  the Landlord pursuant to the Work Letter,
reimbursed from any tenant of the Property or for which Landlord otherwise
receives reimbursement); cost of snow removal; cost of landscape, streetscape,
graphics, signage and banner maintenance; security services (security shall be
building standard security; Tenant shall be responsible for the cost of any
additional security services it may require due to its business operations);
payments under service contracts with independent contractors; management fees
at reasonable rates consistent with the type of occupancy and the service
rendered, which such fees are currently $1.07 per rentable square foot; the
cost of any capital improvement either required by law or regulation or which
reduces the Operating Expenses for the Property or which improves the
management and operation of the Property in a manner acceptable to Tenant,
which cost shall be amortized in accordance with generally accepted accounting
principles, together with interest on the unamortized balance at the base
lending rate announced by a major commercial bank designated by the Landlord
(the “Prime Rate”), or such higher rate (not to exceed the Prime Rate plus
three percent [3%]) as may have been paid by the Landlord on funds actually
borrowed for the purpose of constructing such capital improvements; charges
reasonably allocated to the Building on a prorata basis for the cost of
operating, cleaning, maintaining and repairing of University Park common areas,
facilities, amenities and open spaces; and all other reasonable and necessary
expenses paid in connection with the Operation, cleaning, maintenance, repair
and administration of the Property.  If
for any reason, portions of the rentable area of the Building not included in
the Premises were not occupied by tenants or any tenants in the Building were
supplied with a different level of standard services than those supplied to the
Tenant under this Lease. Landlord’s Operating Expenses for the Property shall
include the amounts reasonably determined by Landlord which would have been
incurred if all of the rentable area in the Building were occupied and were
supplied with the sane level of standard services as supplied to the Tenant
under this Lease. Additionally, if certain services or facilities supplied
under this Lease by Landlord do not from time to time, in (Landlord’s
reasonable judgment, serve all of the users in the Building (i.e.,  office, retail, banking, restaurant, etc.)
then the costs associated therewith shall be equitably allocated by Landlord,
in its reasonable judgment, exclusively or proportionately to and among only
those portions of the total rentable floor area of the Building that are
benefiting from such services or facilities.


Operating Expenses
for the Property shall not include the following: the Landlord’s Tax Expense;
cost of repairs or replacements (i) resulting from eminent domain takings, (ii)
to the extent reimbursed by insurance, (iii) resulting from correcting defects
in the work for which the Landlord is obligated pursuant to the Work Letter or
pursuant to agreement with any other tenant in the Building, or those covered
by builder’s or contractor’s warranties or guaranties, (iv)











required, above and
beyond ordinary periodic maintenance, to maintain in serviceable condition the
major structural elements of the Building, including the roof, exterior walls
and floor slabs; replacement or contingency reserves; cost of capital
improvements except to the extent permitted in the preceding paragraph; ground
lease rents or payment of debt obligations; accounting, legal and other
professional fees for matters not relating to the normal administration and
operation of the Property; promotional, advertising, public relations or
brokerage fees and commissions paid in connection with services rendered for
securing or renewing leases; services provided for the exclusive use or benefit
of retail tenants in the Building; costs of renovating or otherwise improving
space for tenants or other occupants of the Building; any cost of
reconstruction or other work occasioned by fire, windstorm, or by any other
casualty except as specifically permitted in the preceding paragraph; or by the
exercise of the right of eminent domain; interest and principal payments on
loans or any rental payments on any ground leases or legal fees or other costs
of defending or prosecuting any lawsuits or disputes with any mortgagee or
ground lessor; advertising expenses and leasing commissions and any other cost
in connection with leasing of space in the Building; any cost or expenditure
for which the Landlord is reimbursed, whether by insurance proceeds or
otherwise; the cost of constructing and maintaining the 20 Sidney Street Garage
or any temporary parking area provided to the Tenant pursuant to Section 2.4.
The Landlord’s Operating Expenses shall be reduced by the amount of any
proceeds, payments, credits or reimbursements which the Landlord receives from
sources other than tenants and which are applicable to such Operating Expenses
for the Property.


Payments by the
Tenant for its share of the Operating Expenses for the Property shall be made
monthly at the time and in the fashion herein provided for the payment of
Annual Fixed Rent. The amount so to be paid to the Landlord shall be an amount
from time to time reasonably estimated by the Landlord to be sufficient to
aggregate a sum equal to the Tenant’s share of the operating Expenses for the
Property for each fiscal year of Landlord.


Not later than
ninety (90) days after the end of each fiscal year of Landlord or fraction
thereof during the Term or fraction thereof at the end of the Term the Landlord
shall render the Tenant a statement (“Landlord’s Statement”) in reasonable
detail and according to usual accounting practices certified by a
representative of the Landlord, showing for the preceding fiscal year of
Landlord or fraction thereof, as the case may be the Operating Expenses for the
Property and the Tenant’s Operating Expenses Allocable to the Premises. Said
statement to be rendered to the tenant also shall show for the preceding fiscal
year of Landlord or fraction thereof, as the case may be, the amounts of
Operating Expenses already paid by the Tenant. 
If at the time such statement is rendered it is determined with respect
to any fiscal year, that the tenant has paid (i) less than the Tenant’s
Operating Expenses Allocable to the premises or (ii) more than the Tenant’s
Operating Expenses Allocable to the Premises, then, in the case of clause “(i)”
the Tenant shall pay to the Landlord, as Additional Rent, within thirty (30)
days of such statement the amounts of such underpayment and, in the case of
clause “(ii)” the Landlord shall credit the amount of such overpayment against
the next monthly installment of the Tenant’s Additional Rent (or refund such
overpayment it the Term has expired or earlier terminated within thirty (30)
days alter such expiration or termination).











Section 3.4 - Other
Utility Charges.


During the Term,
the tenant shall pay directly to the provider of the service all separately
metered charges for electrical service in the Premises (including but not
limited to, lights, electrical outlets, VAV boxes and any other special
equipment exclusively servicing the Premises, whether located within or outside
of the Premises), and shall pay to Landlord as Additional Rent its allocable
share of the actual costs charged to Landlord by the providers of water, sewer
and other services and Utilities which are based on submetered usage.


Section 3.5 - Above-standard
Services.


If the Tenant
requests and the Landlord elects to provide any services to the Tenant in
addition to those described in Exhibit D, the Tenant shall ( pay to the
Landlord, as Additional Rent, the amount billed by Landlord for such services
at Landlord’s rates as are from time to time in effect, which rates shall reflect
the actual cost to Landlord of providing such services, including reasonable
actual out-of-pocket costs to third parties and reasonable costs associated
with the use of internal staff of either Landlord or affiliated entities of
Landlord (but only to the extent such costs are not included in Operating
Expenses by Landlord). If the Tenant has requested that such services be
provided on a regular basis, the Tenant shall, if requested by the Landlord,
pay for such services at the time and in the fashion in which Annual Fixed Rent
under this Lease is payable.  Otherwise,
the Tenant shall pay for such additional services within thirty (30) days after
receipt of an invoice from the Landlord. Landlord shall have the right from
time to time to inspect Tenant’s utility meters and to install timers or
submeters thereon for purposes of monitoring above-standard service usage.


Section 3.6 - No
Offsets.


Annual Fixed Rent
and Additional Rent shall be paid by the Tenant without offset, abatement or
deduction except as specifically permitted herein.


Section 3.7 - Tenant’s
Audit Rights.


Landlord agrees to
make its books and records relating to the Operating Expenses for the Property
and the Landlord Tax Expenses available for examination during normal business
hours at Landlord’s principal office in Cleveland, Ohio upon reasonable notice
by Tenant and its representatives; provided that any such examination or audit
shall be by an employee of Tenant or an accounting firm or property management
firm, the fees of which are not determined on a contingent basis, shall be at
Tenant’s sole cost and expense, arid may be conducted only if a notice is sent
by Tenant requesting the same not later than ninety (90) days following
delivery of Landlords Statement.  If
Tenant’s audit discloses a discrepancy which involves an overcharge of Tenant’s
Operating Expenses Allocable to the Premises or the Tenant Tax Expense
Allocable to the Premises for the period covered by such Landlord Statement,
Landlord shall provide Tenant with a credit against the next installment(s) of
Tenant Additional Rent in the amount of the overpayment by Tenant.  If such discrepancy as so agreed upon or
determined involves an overcharge to Tenant of more than five percent (5%) in
the aggregate for such year Landlord shall be responsible for the reasonable
hourly fees of the accounting firm or auditing firm conducting the audit.











ARTICLE IV


ALTERATIONS


Section 4.1 – Consent
Required for Tenant’s Alterations.


The Tenant may
make interior alterations and additions of a decorative or cosmetic nature (as
defined below), the cost of which does not exceed $50,000 in the aggregate in
any twelve (12) month period, without the need of any approval from Landlord (“Cosmetic
Alterations”). The Tenant shall not make alterations or additions to the
Premises except in accordance with the University Park Tenant Design and
Construction Manual and the plans and specifications therefor first approved by
the Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed. Tenant shall be responsible for Landlord’s reasonable out-of-pocket
costs for any third party architectural, engineering or other consulting
services reasonably required by Landlord in connection with Landlord’s review
and approval of Tenant’s plans and specifications, provided, however, there
shall be no charge in connection with Landlord’s review of Tenant’s plans for
the initial alteration to the Premises. The Landlord shall not be deemed
unreasonable for withholding approval of any alterations or additions which (i)
would adversely affect any structural or exterior element of the Building, any
area or element outside of the Premises, or any facility serving any area of
the Building outside of the Premises or any publicly accessible major interior
features of the Building. (ii) will require unusual expense to readapt the
Premises to normal use unless the Tenant first gives assurance reasonably
acceptable to the Landlord that such readaptation will be made prior to the
expiration of the Term without expense to the Landlord, or (iii) which would
not be compatible with existing mechanical or electrical, plumbing, HVAC or
other systems in the Building, or use more than Tenants prorata share of
Building capacities, in each case, as reasonably determined by the Landlord.


Section 4.2 - Ownership
of Alterations.


All alterations
and additions shall be part of the Building and owned by the Landlord except
for the items listed on Exhibit G (the “Removable Items”), as such Exhibit G
may be amended upon the written agreement of Landlord and Tenant. The Removable
Items may be removed by Tenant at its option upon the expiration or earlier
termination of this Lease, provided, however Landlord may require such removal
by Tenant provided Landlord advised Tenant in writing of such requirement prior
to the installation of the alteration or addition by Tenant.  If Tenant fails to inform Landlord, in
writing, at least ten (10) days prior to the installation of the alteration or
addition, thereby preventing Landlord from making a determination as to whether
it will want such addition or alteration removed from the Premises prior to its
installation, then Landlord may require such removal without exception. All
movable equipment and furnishings not attached to the Premises shall remain the
property of the Tenant and shall be removed by the Tenant upon termination or
expiration of this Lease. The Tenant shall repair any damage caused by the
removal of any alterations, additions or personal property from the Premises,
including the Removable Items. Additionally, Tenant shall be responsible
for  decommissioning all lab space in the
Premises including the removal of all chemical, radioactive and/or biohazardous
materials upon termination or expiration of this Lease.











Section 4.3 - Construction
Requirements for Alterations.


All construction
work by the Tenant shall be done in a good and workmanlike manner employing
only first-class materials and in compliance with Landlord’s construction rules
and regulations then in effect and with all applicable laws and all lawful
ordinances, regulations and orders of governmental authority and insurers of
the Building. The Landlord or Landlord’s authorized agent may (but without any
implied obligation to do so) inspect the work of the Tenant at reasonable times
and shall give notice of observed defects. All of the Tenant alterations and
additions and installation of furnishings shall be coordinated with any work
being performed by the Landlord and In such manner as to maintain harmonious
labor relations and not to damage the Building or interfere with Building
construction or operation and, except for installation of furnishings, shall be
performed by contractors or workmen first approved by the Landlord, which
approval the Landlord agrees not to unreasonably withhold or delay.  The Tenant, before starting any work, shall
receive and comply with Landlord’s construction rules and regulations and shall
cause Tenant’s contractors to comply therewith shall secure all licenses and
permits necessary therefore, shall deliver to the Landlord a statement of the
names of all its contractors and subcontractors and the estimated cost of all
labor and material to be furnished by them, and shall deliver to Landlord
security satisfactory to the Landlord protecting the Landlord against liens
arising out of the furnishing of such labor and material; and cause each
contractor to carry worker’s compensation insurance in statutory amounts
covering all the contractors and subcontractors’ employees and comprehensive
general public liability insurance with such limits as the Landlord may require
reasonably, but in no event less than $1,000,000 (individual) /$3,000,000
(aggregate) or in such other amounts as Landlord may reasonably require
covering personal injury and death and property damage (all such insurance to
be written in companies approved reasonably by the Landlord and insuring the
Landlord. Landlord’s managing agent, ground lessor and first mortgagee, and the
Tenant as well as the contractors and to contain a requirement for at least
thirty (30) days’ notice to the Landlord prior to cancellation, non renewal or
material change), and to deliver to the Landlord certificates of all such
insurance.


Section 4.4 - Payment
for Tenant Alterations.


The Tenant agrees to pay
promptly when due the entire cost of any work done on the Premises by the
Tenant, its agents, employees or independent contractors, and not to cause or
permit any liens for labor or materials performed or furnished in connection
therewith to attach to the Premises or the Property and promptly to discharge
any such liens which may so attach. If any such lien shall be filed against the
Premises or the Property as a result of any work done on the Premises by
Tenant, its agents, employees or independent contractors, and the Tenant shall
fail to cause such lien to be discharged within ten (10) days after the filing
thereof, the Landlord may cause such lien to be discharged by payment, bond or
otherwise without investigation as to the validity thereof or as to any offsets
or defenses which the Tenant may have with respect to the amount claimed. The
Tenant shall, reimburse the Landlord, as Additional Rent, for any reasonable
cost so incurred and shall indemnify and hold harmless the Landlord from and
against any and all claims, costs, damages, liabilities and expenses (including
reasonable attorneys’ fees) which may be incurred or suffered by the Landlord
by reason of any such lien or its discharge.











ARTICLE V


RESPONSIBILITY FOR
CONDITION OF BUILDING AND PREMISES


Section 5.1 - Maintenance
of Building and Common Areas by Landlord.


Except as
otherwise provided in Article VIII, the Landlord shall make such repairs to all
structural elements of the Building, including without limitation, the roof,
exterior and other load-bearing walls and floor and floor slabs as may be
necessary to keep and maintain the same in good order, condition and repair,
and maintain and make, or cause to be maintained and made, such repairs to the
Common Building Areas as may be necessary to keep them in good order, condition
and repair, including without limitation, the glass in the exterior walls of
the Building, and all mechanical systems and equipment serving the Building and
not exclusively serving the Premises. The Landlord shall further perform the
services set forth on Exhibit D attached hereto. The Landlord shall in no event
be responsible to the Tenant for any condition in the Premises or the Building
to the extent caused by an act or neglect of the Tenant, or any invitee or
contractor of the Tenant. Tenant, its employees, agents and contractors, shall
reasonably cooperate in the ongoing conduct of any environmental management
programs conducted by Landlord, and shall participate and comply with the
reasonable requirements of such programs to the extent Tenant is notified of
same in writing and such requirements and recommendations pertain to the
operations or maintenance responsibilities of the Tenant under this Lease, such
requirements do not unreasonably interfere with Tenant’s use of the Premises.
Except as otherwise provided in this Lease, Landlord’s costs in performing the
obligations contained in this Section 5.1 shall be reimbursed by the Tenant to
the extent provided in Section 3.3.


Landlord covenants
that it shall use reasonable efforts to operate, clean, repair, maintain and
manage the Property efficiently and economically.


Section 5.2 - Maintenance
of Premises by Tenant.


The Tenant shall
keep neat and clean and maintain in good order, condition and repair the
Premises and every part thereof, including mechanical equipment and other
systems exclusively serving the Premises, reasonable wear and tear excepted,
and further excepting those repairs for which the Landlord is responsible
pursuant to Section 5.1 and damage by fire or other casualty and as a
consequence of the exercise of the power of eminent domain, and shall surrender
the Premises at the end of the Term in such condition, first removing all goods
and effects of the Tenant and, to the extent specified by the Landlord by
notice to the Tenant pursuant to Section 4.2, all alterations and additions
made by the Tenant, and repairing any damage caused by such removal and
restoring the Premises and leaving them clean and neat. The Tenant shall be
responsible for the cost of repairs which may be made necessary by reason of
damages to common areas in the Building by the Tenant, or any of the
contractors or invitees of the Tenant. All of Tenant’s data, networking,
security and other systems and equipment, shall be maintained by Tenant. Tenant
shall, upon request, provide evidence reasonably satisfactory to Landlord that
it has available the necessary expertise to properly conduct and carry out the
responsibility, either through persons employed by the Tenant or through
contracts with Independent service organizations, or a combination thereof.











Section 5.3 - Delays
in Landlord’s Services.


The Landlord shall
not be liable to the Tenant for any compensation or reduction of rent by reason
or inconvenience or annoyance or for loss of business arising from the
necessity of the Landlord or its agents entering the Premises in accordance
with Section 2.3 hereof for any purposes authorized in this Lease, or for
repairing the Premises as required or permitted herein or any portion of the
Building. In case the Landlord is prevented or delayed from making any repairs,
alterations or improvements, or furnishing any services or performing any other
covenant or duty to be performed on the Landlord’s part, by reason of any
External Cause, the Landlord shall not be liable to the Tenant therefor, nor,
except as expressly otherwise provided in this Lease, shall the Tenant be
entitled to any abatement or reduction of rent by reason thereof, nor shall the
same give rise to a claim in the Tenant’s favor that such failure constitutes
actual or constructive, total or partial, eviction from the Premises provided,
however, Landlord shall use reasonable, good faith efforts not to interfere
with Tenants conduct of its business on the Premises.


The Landlord
reserves the right to stop any service or utility system when necessary by
reason of accident or emergency, until necessary repairs have been completed;
provided, however that in each instance of stoppage, the Landlord shall
exercise diligent efforts to eliminate the cause thereof. Except in case of
emergency repairs, the Landlord will give the Tenant reasonable advance notice
of any contemplated stoppage and will use diligent efforts to avoid unnecessary
inconvenience to the Tenant by reason thereof. In no event shall the Landlord
have any liability to the Tenant for the unavailability of heat, light or any
utility or service to be provided by the Landlord to the extent that such
unavailability is caused by external Causes, provided, however, that the
Landlord is obligated to exercise diligent efforts to restore the services or
utility systems’ operation.


Notwithstanding
anything contained herein to the contrary, in the event Landlord shall fail to
provide the services it is required to provide to Tenant hereunder (a “Service
Failure”) other than as a result of Tenant’s acts or omissions or External
Causes, and as a result thereof, Tenant is reasonably (unable to use or conduct
its operations on part or all of the Premises for more than three (3) business
days, Tenant shall be entitled to proportionate abatement of rent for the
period Tenant is reasonably unable to use or conduct its operations in part or
all of the Premises.  If a Service
Failure is a result of any cause other than Tenant’s acts or omissions, and
results in a loss of service to the Premises and to more than fifty percent
(50%) of the Building, Tenant shall have the right to terminate this Lease if
Landlord fails or is unable to restore such services within six (6) months from
the date of interruption and Tenant is reasonably unable to use or conduct its
operations in a substantial part or all of the Premises.  If a Service Failure is a result of any cause
other than Tenant acts or omissions, and results in a loss of service to the
Premises but to less than Fifty percent (50%) of the Building. Tenant shall
have the right to terminate this Lease if Landlord tails or is unable to
restore such services within three (3) months from the date of interruption and
Tenant is reasonably unable to use or conduct its operations in a substantial
part or all of the Premises. Tenant shall have the right to terminate this
Lease as aforesaid by written notice to Landlord at any time after the
expiration of such six (6) month period, and such termination shall be
effective as of the date of Tenant notice.











ARTICLE VI


TENANT COVENANTS


The Tenant
covenants during the Term and for such further time as the Tenant occupies any
part of the Premises:


Section 6.1 - Permitted
Uses.


The Tenant shall
occupy the Premises only for the Permitted Uses, and shall not injure or deface
the Premises or the Property, nor permit in the Premises any auction sale. The
Tenant shall give written notice to the Landlord of any materials on OSHA’s
right to know list or which are subject to regulation by any other federal,
state, municipal or other governmental authority and which the Tenant intends
to have present at the Premises. The Tenant shall comply with all requirements
of public authorities and of the Board of Fire Underwriters in connection with
methods of storage, use and disposal thereof. The Tenant shall not permit in
the Premises any nuisance or the emission from the Premises of any
objectionable noise, odor or vibration, nor use or devote the Premises or any
part thereof for any purpose which is contrary to law or ordinance or liable to
invalidate or increase premiums for any insurance on the Building or its
contents or liable to render necessary any alteration or addition to the
Building, nor commit or permit any waste in or with respect to the Premises,
nor generate, store or dispose of any oil, toxic substances, hazardous wastes,
or hazardous materials (each a, “Hazardous Material”), or permit the same in or
on the Premises or any parking areas provided for under this Lease, unless
first giving Landlord notice thereof. The Tenant may use radioactive materials
and experiment with laboratory animals on the Premises so long as Tenant
complies, at all times during the Term, with any and all applicable laws,
regulations, ordinances, orders and the like. The Tenant shall not dump, or in
any way introduce any Hazardous Materials into septic, sewage or other waste
disposal systems serving the Premises or any parking areas provided for under
this Lease, except in accordance with all applicable laws, regulations,
ordinances, orders and the like or as permitted by government license or permit
obtained by the Tenant. The Tenant will indemnify the Landlord and its
successors and assigns against all claims, loss, cost and expense, including
reasonable attorneys’ fees, incurred as a result of any contamination of the
Building or any other portion of University Park with Hazardous Materials by
the Tenant or Tenant’s contractors, licensees, invitees, agents, servants or
employees. With respect to any Permitted Use, Tenant shall provide to Landlord
certified copies of all regulatory filings, licenses and permits Tenant has
been required by law to obtain prior to handling any such Hazardous Materials,
together with evidence reasonably satisfactory to Landlord that such licenses
and/or permits are valid and in full force and effect. Tenant shall have
received all such licenses and/or permits prior to commencement of its
operations in the Premises.  From time to
time hereafter, upon thirty (30) days advance notice from Landlord, Tenant will
provide Landlord with such updated certified copies of licenses and/or permits
as the Landlord may reasonably request. Upon written request by the Landlord.
Tenant shall immediately remove any material or substances which are not in compliance
with this Section 6.1.















Section 6.2 - Laws and
Regulations.


The Tenant shall
comply with all federal, state and local laws, regulations, ordinances,
executive orders, federal guidelines, and similar requirements in effect from
time to time, including, without limitation, any such requirements pertaining
to employment opportunity, anti-discrimination, affirmative action and traffic
mitigation.


Section 6.3 - Rules
and Regulations; Signs.


The Tenant shall
not obstruct in any manner any portion of the Property not hereby leased; shall
not permit the placing of any signs, curtains, blinds, shades, awnings, aerials
or flagpoles, or the like, visible from outside the Premises; and shall comply
with all reasonable rules and regulations of uniform application to all
occupants of the Building now or hereafter made by the Landlord, of which the
Tenant has been given notice, for the care and use of the Property and the
parking facilities relating thereto.  The
Landlord shall not be liable to the Tenant for the failure of other occupants
of the Building to conform to any such rules and regulations, but Landlord
shall make reasonable efforts to enforce such rules and regulations on a
uniform basis.


The Landlord shall
provide a Building directory in the office lobby with Tenant’s name, and floor
locations within the Building listed therein and Building standard signage at
the entry of the Premises.


Section 6.4 - Safety
Compliance.


The Tenant shall
keep the Premises equipped with all safety appliances required by law or
ordinance or any other regulations of any public authority because of any
non-office use made by the Tenant (as opposed to major safety appliances
required generally for the Property and the Building, for which the Landlord
shall be responsible) and to procure all licenses and permits so required
because of such use and, if requested by the Landlord, do any work so required
because of such use, it being understood that the foregoing provisions shall
not be construed to broaden in any way the Tenant’s Permitted Uses. Tenant
shall conduct such periodic tests, evaluations or certifications of safety
appliances and equipment as are required or recommended in accordance with
generally accepted standards to ensure that such safety appliances and
equipment remain in good working order, and shall provide to Landlord copies of
such reports, evaluations and certifications as requested by Landlord.


Section 6.5 - Landlord’s
Entry.


The Tenant shall
permit the Landlord and its agents, after reasonable notice (except in the case
of emergencies) and with accompaniment by a representative of Tenant to enter
the Premises at all reasonable hours for the purpose of inspecting or of making
repairs as required or permitted to be made herein to the same, and for the
purpose of showing the Premises to prospective purchasers and mortgagees at all
reasonable times after reasonable prior notice to Tenant and to prospective
tenants during the last twelve (12) months of the Term provided that in
connection with such entry.  Tenant may
provide procedures reasonably designed so as not to jeopardize Tenant’s trade
secrets proprietary technology or critical business operations. Except in











case of an emergency,
Landlord shall not enter Tenant’s so-called “clean rooms” without Tenant’s
prior consent and without accompaniment by a representative of Tenant.


Section 6.6 - Floor
Load.


The Tenant shall
not place a load upon any floor in the Premises exceeding the floor load per
square foot of area which such floor was designed to carry and which is allowed
by law. Further, Tenant shall not move any safe, vault or other heavy equipment
in about or out of the Premises except in such manner, in such areas and at
such time as the Landlord shall in each instance reasonably authorize The
Tenant’s machines and mechanical equipment shall be placed and maintained by
the Tenant at the Tenant’s expense in settings sufficient to absorb or prevent
vibration or noise that may be transmitted to the Building structure or to any
other space in the Building.


Section 6.7 - Personal
Property Tax.


The Tenant shall
pay promptly when due all taxes which may be imposed upon personal property
(including, without limitation, fixtures and equipment) in the Premises to
whomever assessed. Tenant shall have the right to contest the validity or
amount of any such taxes by appropriate proceedings diligently conducted in
good faith.


Section 6.8 - Assignment
and Subleases.


The Tenant shall
not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease, or
sublet (which term, without limitation, shall include granting of concessions,
licenses and the like) the whole or any part of the Premises without, in each
instance, having first received the consent of the Landlord which consent shall
not be unreasonably withheld or delayed. Except as specifically permitted
herein, any assignment or sublease made without such consent shall be void.
Notwithstanding anything to the contrary contained in this Section, Tenant
shall have the right to assign or otherwise transfer this Lease or the
Premises, or part of the Premises, without obtaining the prior consent of
Landlord, (a) to its parent corporation or to wholly owned subsidiary or to a
corporation which is wholly owned by the same corporation which wholly owns
Tenant, provided that (i) the transferee shall, prior to the effective date of
the transfer, deliver to Landlord instruments evidencing such transfer and its
agreement to assume and be bound by all the terms, conditions and covenants of
this Lease to be performed by Tenant, all in form reasonably acceptable to Landlord,
and (ii) at the time of such transfer there shall not be an uncured Event of
Default under this Lease; or (b) to the purchaser of all or substantially all
of its assets or to any entity into which the Tenant may be merged or
consolidated (along with all or substantially all of its assets) (the “Acquiring
Company”), provided that (i) the net assets of the Acquiring Company at the
time of the transfer or merger shall not be less than the net assets of Tenant
at the time of the signing of this Lease, (ii) the Acquiring Company continues
to operate the business conducted in the Premises consistent with the Permitted
Uses described in Exhibit A hereto (iii) the Acquiring Company shall assume in
writing, in form acceptable to Landlord, all of Tenant’s obligations under this
Lease (iv) Tenant shall provide to Landlord such additional information
regarding the Acquiring Company as Landlord shall reasonably request, and (v)
Tenant shall pay Landlord’s reasonable expenses actually incurred in connection











therewith. Unless
Landlord shall have objected to such assignment or transfer by Tenant within
ten (10) business days following Landlord’s receipt of the information or items
described in (b)(i) and (iii) above, Landlord shall be deemed to have waived
its right to object thereto. The transfers described in this paragraph are
referred to hereinafter as “Permitted Transfers.”


Whether or not the
Landlord consents, or is required to consent, to any assignment or subletting,
and except for Permitted Transfers, the Tenant named herein shall remain fully
and primarily liable for the obligations of the tenant hereunder, including,
without limitation, the obligation to pay Annual Fixed Rent and Additional Rent
provided under this Lease. The Tenant shall give the Landlord notice of any
proposed sublease or assignment, whether or not the Landlord’s consent is
required hereunder, specifying the provisions of the proposed subletting or
assignment, including (i) the name and address of the proposed subtenant or
assignee, (ii) a copy of the proposed subtenant’s or assignee’s, most recent
annual financial statement, (iii) all of the terms and provisions upon which
the proposed subletting or assignment is to be made and such other information
concerning the proposed subletting or assignment is to be made and such other
information concerning the proposed subtenant or assignee as the Tenant has
obtained in connection with the proposed subletting or assignment. The Tenant
shall reimburse the Landlord promptly after receiving a written invoice thereof
for reasonable legal and other expenses actually incurred by the Landlord in
connection with any request by the Tenant for consent to any assignment or
subletting.  If this Lease is assigned,
and Tenant is in default beyond any grace or cure period under the Lease, the
Landlord may, upon prior written notice to Tenant, at any time arid from time
to time, collect rent and other charges from the assignee, sublessee or
occupant and apply the net amount collected to the rent and other charges herein
reserved, but no such assignment, subletting, occupancy or collection shall be
deemed a waiver of the prohibitions contained in this Section 6.8 or the
acceptance of the assignee, sublessee or occupant as a tenant, or a release of
the Tenant from the further performance by the Tenant of covenants on the part
of the Tenant herein contained. The Tenant shall pay to the Landlord fifty
percent (50%) of any amounts the Tenant actually receives from any subtenant or
assignee as rent, additional rent or other forms of compensation or
reimbursement for the sublease, assignment or occupancy of the Premises, after
deducting therefrom (i) the then due and payable proportionate monthly share of
Annual Fixed Rent Additional Rent and all other monies due to Landlord pursuant
to this Lease (allocable in the case of a sublease to that portion of the
Premises being subleased), and (ii) all reasonable and customary sublease
expenses (including but not limited to bonafide brokerage fees, fit up
expenses, free rent periods, marketing costs and attorney’s fees) incurred by
Tenant. The preceding sentence shall not apply to any Permitted Transfers. The
consent by the Landlord to an assignment or subletting shall not be construed
to relieve the Tenant from obtaining the express consent in writing of the
Landlord to any further assignment or subletting.


ARTICLE VI


INDEMNITY AND
INSURANCE


Section 7.1 – Indemnity.


To the maximum
extent this agreement may be made effective according to law, the Tenant agrees
to defend, indemnify and save harmless the Landlord from and against all
claims, loss, or damage of whatever nature arising from any breach by Tenant of
any obligation of Tenant under this Lease beyond applicable notice and cure
periods or from any act, omission or











negligence of the Tenant,
or the Tenant’s contractors, licensees, invitees, agents, servants or
employees, or arising from any accident, injury or damage whatsoever caused to
any person or property, occurring after the date that possession of the
Premises is first delivered to the Tenant and until the end of the Term and
thereafter, so long as the Tenant is in occupancy of any part of the Premises,
in or about the Premises or arising from any accident, injury or damage
occurring outside the Premises but within the Building, on the Land, on the
access roads and ways, in the parking facilities provided pursuant to the
Lease, within University Park or any adjacent area maintained by Landlord or
any individual or entity affiliated with Landlord, where such accident, injury or
damage results from an act or omission on the part of the Tenant or the Tenant
agents or employees, licensees, invitees, servants or contractors provided that
the foregoing Indemnity shall not include any cost or damage arising from any
act, omission or negligence of the Landlord, or the Landlord’s contractors,
licensees, invites, agents, servants or employees.


Landlord agrees to
defend, indemnify and save harmless Tenant from legal action, damages, loss,
liability and any other expense in connection with loss of life, bodily or
personal injury or property damage, arising from or out of the intentional or
willful misconduct or gross negligence of Landlord, its agents, employees,
licensees, servants, invitees or contractors, which occur in or about the Premises,
outside the Premises but within the Building, on the Land, on the access roads
and ways, in the parking facilities provided pursuant to the Lease, within
University Park or any adjacent area maintained by Landlord, except to the
extent that such loss of life, bodily or personal injury or property damage is
due to the willful misconduct or act, omission or neglect of Tenant, its
agents, contractors, employees, licensees, invitees or servants.


The foregoing
indemnities and hold harmless agreements shall include indemnity against
reasonable attorneys’ fees and all other costs, expenses and liabilities
incurred in connection with any such claim or proceeding brought thereon, and
the defense thereof.


Section 7.2 - Liability
Insurance.


The Tenant agrees
to maintain in full force from the date upon which the Tenant first enters the
Premises for any reason, throughout the Term, and thereafter, so long as the
Tenant is in occupancy of any part of the Premises, a policy of commercial
general liability insurance under which the Landlord (and the Building’s
managing agent, any ground lessor and any holder of a first mortgage on the
Property of whom the Tenant is notified in writing by the Landlord,
collectively, the “Additional Named Insureds”) and the Tenant are named as
insureds and under which the insurer provides a contractual liability
endorsement insuring against all cost, expense and liability arising out of or
based upon any and all claims, accidents, injuries and damages described in
Section 7.1, in the broadest form of such coverage from time to time available,
each such policy shall be noncancellable and nonamendable (to the extent that
any proposed amendment reduces the limits or the scope of the insurance
required in this Lease) with respect to the Landlord and such ground lessor and
first mortgagee without thirty (30) days’ prior notice to the Landlord and the
Additional Named Insureds and a certificate of insurance shall be delivered to
the Landlord. The minimum limits of liability of such insurance as of the
Commencement Date shall be Three Million Dollars ($3,000,000.00) per occurrence
and Three Million Dollars ($3,000,000.00) in the aggregate for combined bodily
injury (or death) and damage to property, and from time to time during the Term
such limits of liability shall be











increased to reflect such
higher limits as are customarily required pursuant to new leases of space in
the Boston/Cambridge area with respect to similar properties and similar uses.


Section 7.3 – Alterations,
Improvement and Betterments; Personal Property at Risk.


The Tenant agrees
to maintain in full force at all times throughout the Term, policy(s) of all
risk property damage insurance, naming Landlord (and the Additional Named
Insureds) and the Tenant as insureds as their interests may appear covering all
of Tenant’s leasehold improvements and alterations to the extent of their full
replacement costs as updated from tine to time during the Term.


The Tenant agrees
that all of the furnishings, fixtures, equipment effects and property of every
kind, nature and description of the Tenant and of all persons claiming by
through or under the Tenant which, during the continuance of this Lease or any
occupancy of the Premises by the Tenant or anyone claiming under the Tenant
which, during the continuance of this Lease or any occupancy of the Premises by
the Tenant or anyone claiming under the Tenant, may be on the Premises or
elsewhere in the Building or on the Land or parking facilities provided hereby
shall be at the sole risk and hazard of the Tenant, and if the whole or any
part thereof shall be destroyed or damaged by fire, water or otherwise, or by
the leakage or bursting of water pipes, steam pipes, or other pipes, by theft
or from any other cause, no part of said loss or damage is to be charged to or
be borne by the Landlord, except that the Landlord shall in no event be
exonerated from any liability to the Tenant (subject to Section 7.5 hereof) for
any injury, loss, damage or liability to the extent same is caused by Landlord’s,
or its agents’, employees’, servants’ or contractors’, negligence or willful
misconduct.


Section 7.4 - Landlord’s
Insurance.


The Landlord shall
carry, or cause to be carried, such casualty and liability insurance upon and
with respect to operations at the Building as may from time to time be deemed
reasonably prudent by the Landlord or required by any mortgagee holding a
mortgage thereon or any ground lessor of the Land, and in any event, insurance
against loss by fire and the risks now covered by extended coverage endorsement
No. 4 in an amount at least equal to the full replacement cost of the Building,
exclusive of foundations, excavations and footings.


Section 7.5 - Waiver
of Subrogation.


Any insurance
carried by either party, or caused to be carried by either party, with respect
to the Building, Land, Premises, parking facilities or any property therein or
occurrences thereon shall, without further request by either party, include a
clause or endorsement denying to the Insurer rights of subrogation against the
other party to the extent rights have been waived by the insured prior to
occurrence of any claim, damage, injury or loss.  Each party, notwithstanding any provisions of
this Lease to the contrary, hereby waives any claims or rights of recovery
against the other for injury or loss, including, without limitation, injury or
loss caused by negligence of such other party to the extent covered by
insurance actually carried or required to be carried hereunder.











ARTICLE VIII


CASUALTY AND
EMINENT DOMAIN


Section 8.1 - Restoration
Following Casualties.


If, during the Term,
the Building or the Premises shall be damaged by fire or casualty, subject to
the exceptions and limitations provided below, the Landlord shall proceed
promptly to exercise diligent efforts to restore, or cause to be restored, the
Building or the Premises, as the case may be, to substantially the condition
thereof just prior to time of such damage, but the Landlord shall not be
responsible for delay in such restoration which may result from External Causes
or due to any act, failure to act or neglect of Tenant or Tenant’s servants,
agents, employees or licensees. The Landlord shall have no obligation to expend
in the reconstruction of the Building more than the actual amount of insurance
proceeds made available to the Landlord by its insurer and not retained by the
Landlord’s mortgagee or ground lessor. Any restoration of the Building or the
Premises shall be altered to the extent necessary to comply with then current
laws and applicable codes.


Section 8.2 - Landlord’s
Termination Election.


If the Landlord
reasonably determines that the amount of insurance proceeds available to the
Landlord is insufficient to cover the cost of restoring the Building or if in
the reasonable opinion of the Landlord the Building has been so damaged that it
is appropriate for the Landlord to raze or substantially alter the Building,
then the Landlord may terminate this Lease by giving notice to the Tenant
within ninety (90) days after the date of the casualty or such later date as is
required to allow the Landlord a reasonable time to make either such
determination, but in no event later than one hundred twenty (120) days from
the date of the casualty. Any such termination shall be effective on the date
designated in such notice from the Landlord, but in any event, not later than
ninety (90) days after such notice, and if no date is specified, effective upon
the delivery of such notice.


Section 8.3 - Tenant’s
Termination Election.


After any casualty
which materially impairs the use of a material portion of the Premises, unless
the Landlord has earlier advised the Tenant of the Landlord’s election to
terminate this Lease pursuant to Section 8.2, or to restore the Premises and
maintain this Lease in effect pursuant to Section 8.1, the Tenant shall have
the right, after the expiration of the ninety (90) day period provided in
Section 8.2 above, to give a written notice to the Landlord requiring the
Landlord within ten (10) days thereafter to exercise or waive any right of the
Landlord to terminate this Lease pursuant to Section 8.2 as a result of such
casualty and if the Landlord fails to give timely notice to the Tenant waiving
any right under Section 8.2 to terminate this Lease based on such casualty, the
Tenant shall be entitled, at any time until the Landlord has given notice to
the Tenant waiving such termination right, to give notice to the Landlord
terminating this Lease. Where the Landlord is obligated to restore the
Premises, unless such restoration is completed within nine (9) months from the
date of the casualty or taking, such period to be subject, however, to
extension where the delay in completion of such work is due to External











Causes or due to any act,
failure to act or neglect of Tenant or Tenant’s servants, agents, employees or
licensees (but in no event beyond twelve (12) months from the date of the
casualty or taking), the Tenant shall have the right to terminate this Lease at
any time after the expiration of such 9 -month or 12 -month period, as the case
may be, until the restoration is substantially completed, such termination to
take effect as of the date of the Tenant’s notice.


Section 8.4 - Casualty
at Expiration of Lease.


If the Premises
shall be damaged by fire or casualty in such a manner that the Premises cannot,
in the ordinary course, reasonably be expected to be repaired within one
hundred twenty (120) days from the commencement of repair work and such damage
occurs within the last two (2) years of the Term (as the same may have been extended
prior to such fire or casualty), either party shall have the right, by giving
notice to the other not later than sixty (60) days after such damage, to
terminate this Lease, whereupon this Lease shall terminate as of the date of
such notice.


Section 8.5 - Eminent
Domain.


Except as
hereinafter provided, if the Premises, or such portion thereof as to render the
balance (if reconstructed to the maximum extent practicable in the
circumstances) unsuitable for the Tenant’s purposes, shall be taken by
condemnation or right of eminent domain, the Landlord or the Tenant shall have
the right to terminate this Lease by notice to the other of its desire to do
so, provided that such notice is given not later than thirty (30) days after
the effective date of such taking. If so much of the Building shall be so taken
that the Landlord reasonably determines that it would be appropriate to raze or
substantially alter the Building, the Landlord shall have the right to
terminate this Lease by giving notice to the Tenant of the Landlord’s desire to
do so not later than thirty (30) days after the effective date of such taking.


Should any part of
the Premises be so taken or condemned during the Term, and should this Lease be
not terminated in accordance with the foregoing provisions, the Landlord agrees
to use reasonable efforts to put what may remain of the Premises into proper
condition for use and occupation as nearly like the condition of the Premises
prior to such taking as shall be practicable, subject, however, to applicable
laws and codes then in existence and to the availability of sufficient proceeds
from the eminent domain taking not retained by any mortgagee or ground lessor.


Section 8.6 - Rent
After Casualty or Taking.


If the Premises
shall be damaged by fire or other casualty, the Annual Fixed Rent and
Additional Rent shall be justly and equitably abated and reduced according to
the nature and extent of the loss of use thereof suffered by the Tenant. In the
event of a taking which reduces the area of the Premises, a just proportion of
the Annual Fixed Rent shall be abated for the period of such taking.











Section 8.7 - Taking
Award.


The Landlord shall
have and hereby reserves and accepts, and the Tenant hereby grants and assigns
to the Landlord, all rights to recover for damages to the Building and the
Land, and the leasehold interest hereby created and to compensation accrued or
hereafter to accrue by reason of such taking, damage or destruction, as
aforesaid, and by way of confirming the foregoing, the Tenant hereby grants and
assigns to the Landlord, all rights to such damages or compensation.  Nothing contained herein shall be construed
to prevent the tenant from prosecuting in any condemnation proceedings a claim
for relocation expenses, improvements made by Tenant in the Premises, and
Tenant trade fixtures and equipment in the Premises, provided that such action
shall not affect the amount of compensation on otherwise recoverable by the
Landlord from the taking authority pursuant to the preceding sentence.


ARTICLE IX


DEFAULT


Section 9.1. - Tenants
Default.


Each of the following
shall constitute an Event of Default:


(a) Failure on the
part of the Tenant to pay the Annual Fixed Rent, Additional Rent or other
charges for which provision is made herein on or before the date on which the
same become due and payable, if such condition continues for ten (10) days
after written notice from the Landlord that the same are past due; provided,
however, an Event of Default shall occur hereunder without any obligation of
Landlord to give any notice if Landlord has given Tenant written notice under
this Section 9.1 on more than two (2) occasions during the twelve (12) month
interval preceding such failure to pay by Tenant.


(b) Failure on the
part of the Tenant to perform or observe any other term or condition contained
in this Lease if the Tenant shall not cure such failure within thirty (30) days
after notice from the Landlord to the Tenant thereof, provided that in the case
of breaches of obligations under this Lease which cannot be cured within thirty
(30) days through the exercise of due diligence, so long as the Tenant
commences such cure within thirty (30) days, and the Tenant diligently pursues
such cure, such breach shall not be deemed to create an Event of Default.


(c) The taking of
the estate hereby created on execution or by other process of law; or a
judicial declaration that the Tenant is bankrupt or insolvent according to law:
or any assignment of the property of the Tenant for the benefit of creditors or
the appointment of a receiver, guardian, conservator, trust in bankruptcy or
other similar officer to take charge all or any substantial part of the Tenant’s
property by a court of competent jurisdiction; or the filing of an involuntary
petition against the Tenant under any provisions of the bankruptcy act now or
hereafter enacted if the same is not dismissed within ninety (90) days; the
filing by the Tenant of any voluntary petition for relief under provisions of
any bankruptcy law now or hereafter enacted.


If an Event of Default
shall occur, then, in any such case, whether or not the Term shall have begun,
the Landlord lawfully may. immediately or at any time thereafter, give notice
to the Tenant specifying the Event of Default and this Lease shall come to an
end on the date specified











therein as fully and
completely as if such date were the date herein originally fixed for the
expiration of the Lease Term, and the Tenant will then quit and surrender the
Premises to the Landlord, but the Tenant shall remain liable as hereinafter
provided.


Section 9.2 - Damages.


In the event that
this Lease is terminated pursuant to Section 9.1 above, Tenant covenants to pay
punctually to Landlord all the sums (“Periodic Payments”) and perform all the
obligations which Tenant covenants in this Lease to pay and to perform in the
same manner and to the same extent and at the same time as if this Lease had
not been terminated. In calculating the amounts to be paid by Tenant under the
foregoing covenant, Tenant shall be credited with the net proceeds of any rent
obtained by reletting the Premises, after deducting all of Landlord’s
reasonable expenses in connection with such reletting, including, without
limitation, all repossession costs, brokerage commissions, fees for legal
services and expenses for preparing the Premises for reletting.  The Landlord may (i) relet the Premises, or
any part or parts thereof, for a term or terms which may, at the Landlord’s
option, exceed or be equal to or less than the period which would otherwise
have constituted the balance of the Term, and may grant such concessions and
free rent as the Landlord in its reasonable commercial judgment considers
advisable or necessary to relet the same, and (ii) make such alterations,
repairs and improvements in the Premises as the Landlord in its reasonable
commercial judgment considers advisable or necessary to relet the same. The
Landlord agrees to use diligent, good faith efforts to relet the Premises, but
the Landlord may, at its option, seek to rent other properties of the Landlord
prior to reletting the Premises. Subject to the obligations of Landlord in the
preceding sentence, no action of the Landlord or failure to relet in  accordance with the foregoing shall operate
to release or reduce the Tenant’s liability hereunder.


At any time
following the termination of this Lease, Landlord may elect to receive, in lieu
of receiving further Periodic Payments, an amount (the “Lump Sum Payment’)
equal to the excess, if any, of the discounted present value of the total rent
reserved for the remainder of the Term after such election over the then
discounted present fair rental value of the Premises for the remainder of the
Term after such election. In calculating the rent reserved, there shall be
included, in addition to the Annual Fixed Rent and all Additional Rent
(assuming that Real Estate Taxes and Operating Expenses for the Property will
increase annually by a reasonable amount), the value of all other
considerations agreed to be paid or performed by Tenant over the remainder of
the Term.


Section 9.3 - Cumulative
Rights.


The specific
remedies to which the Landlord may resort under the terms of this Lease are
cumulative and are not intended to be exclusive of any other remedies or means
of redress to which it may be lawfully entitled in case of any breach or
threatened breach by the Tenant of any provisions of this Lease. In addition to
the other remedies provided in this Lease, the Landlord shall be entitled to
the restraint by injunction of the violation or attempted or threatened violation
of any of the covenants, conditions or provisions of this Lease or to a decree
compelling specific performance of any such covenants, conditions or
provisions. Nothing contained in this Lease, shall limit or prejudice the right
of the Landlord to prove for and obtain in proceedings for











bankruptcy, insolvency or
like proceedings by reason of the termination of this Lease, an amount equal to
the maximum allowed by any statute or rule of law In effect at the time when,
and governing the proceedings in which, the damages are to be proved, whether
or not the amount be greater, equal to, or less than the amount of the loss or
damages referred to above.


Section 9.4 - Landlords
Self-help.


If the Tenant
shall at any time default in the performance of any obligation under this
Lease, the Landlord shall have the right, but not the obligation, after
expiration of any applicable notice and grace period, upon reasonable, but in
no event more than ten (10) days’ notice to the Tenant (except in case of
emergency in which case no notice need be given), to perform such obligation.
The Landlord may exercise its rights under this Section without waiving any
other of its rights or releasing the Tenant from any of its obligations under
this Lease.


Section 9.5 - Enforcement
Expenses.


Each party hereto
shall promptly reimburse the other for all costs and expenses, Including
without limitation reasonable legal fees, incurred by such party In exercising
and enforcing its rights under this Lease following the other party’s failure to
comply with its obligations hereunder, whether or not such failure constitutes
an Event of Default pursuant to Sections 9.1 or 9.7 hereof.  If either party hereto be made or becomes a
party to any litigation commenced by or against the other party by or against a
third party, or incurs costs or expenses related to such litigation, involving
any part of the Property and the enforcement of any of the rights.  Obligations or remedies of such party, then
the party becoming involved in any such litigation because of a claim against
such other party hereto shall receive from such other party, hereto all costs
and reasonable attorneys’ fees incurred by such party in such litigation.


Section 9.6 - Late
Charges and Interest on Overdue Payments.


In the event that
any payment of Annual Fixed Rent or Additional Rent shall remain unpaid for a
period of ten (10) days after the same are due, there shall become due to the
Landlord from the Tenant as Additional Rent and as compensation for the
Landlords extra administrative costs in investigating the circumstances of late
rent, a late charge of two percent (2%) of the amount overdue. In addition, any
Annual Fixed Rent and Additional Rent not paid when due shall bear interest
from the date due to the Landlord until paid at the variable rate (the “Default
Interest Rate”) equal to the higher of (i) the rate at which interest accrues
on amounts not paid when due under the terms of the Landlord’s financing for
the Building, as from time to time in effect, and ( one hundred and twenty-five
percent (125%) of the Prime Rate (as defined in Section 3.3(b) hereof).


Section 9.7 - Landlord’s
Right to Notice and Cure.


The Landlord shall
in no event be in default in the performance of any of the Landlord’s
obligations hereunder unless and until the Landlord shall have failed to
perform such obligations within thirty (30) days, or such additional time as is
reasonably required to correct any such











default, after notice by
the Tenant to the Landlord expressly specifying wherein the Landlord has failed
to perform any such obligation.


ARTICLE X


MORTGAGEES’ AND
GROUND LESSORS’ RIGHTS 


Section 10.1 - Subordination
and Attornment.


This Lease shall,
at the election of the holder of any mortgage or ground lease on the Property,
be subject and subordinate to any and all mortgages or ground leases on the
Property, so that the lien of any such mortgage or ground lease shall be
superior to all rights hereby or hereafter vested in the Tenant, provided that
such mortgagee or ground lessor shall have entered into a non-disturbance and
attornment agreement with Tenant, the form of which shall be furnished by the
mortgagee or ground lessor, as the case may be, with such reasonable
modifications as Tenant shall request within a reasonable time period. Tenant
hereby agrees that Tenant will recognize as its landlord under, this Lease and
shall attorn to any person succeeding to the interest of Landlord in respect of
the land and the buildings on or in which the Premises is contained, upon any
foreclosure of any mortgage upon such land or buildings or upon the execution
of any deed in lieu of such foreclosure in respect of such mortgage.  If requested, Tenant shall execute and
deliver an instrument or instruments confirming its attornment as provided
herein; provided, however, that no successor-in-interest shall be bound by any
payment of rent for more than one (1) month in advance, or any amendment or
modification of this lease made without the express written consent to the
mortgagee under such mortgage. Any action for the foreclosure of an existing
mortgage on the Property shall not terminate this Lease or cause this Lease to
be terminable, by Tenant by reason of the termination of any such ground lease
unless Tenant is specifically named and joined in any such action and unless a
judgment is obtained therein against Tenant resulting in a termination of this
Lease.


Section 10.2 - Prepayment
of Rent not to Bind Mortgagee.


No Annual Fixed
Rent, Additional Rent, or any other charge payable to the Landlord shall be
paid more than thirty (30) days prior to the due date thereof under the terms
of this Lease and payments made in violation of this provision shall (except to
the extent that such payments are actually received by a mortgagee or ground
lessor) be a nullity as against such mortgagee or ground lessor and the Tenant
shall be liable for the amount of such payments to such mortgagee or ground
lessor.


Section 10.3 - Tenant’s
Duty to Notify Mortgagee; Mortgagee’s Ability to Cure.


No act or failure
to act on the part of the Landlord which would entitle the Tenant under the
terms of this Lease, or by law, to be relieved of the Tenant’s obligations to
pay Annual Fixed Rent or Additional Rent hereunder or to terminate this Lease,
shall result in a release or termination of such obligations of the Tenant or a
termination of this Lease unless (i) the Tenant shall have first given written
notice of the Landlord’s act or failure to act to the Landlord’s











mortgagees and ground
lessors of record, if any, of whose identity and address the Tenant shall have
been given notice, specifying the act or failure to act on the part of the
Landlord which would give basis to the Tenant’s rights: and (ii) such
mortgagees and ground lessors, after receipt of such notice, have failed or
refused to correct or cure the condition complained of within a reasonable time
thereafter, which shall include a reasonable time for such mortgagee and ground
lessor, (but in no event more than thirty (30) days after receipt of such
notice) to obtain possession of the Property if possession is necessary for the
mortgagee or ground lessor to correct or cure the condition and if the
mortgagee or ground lessor notifies the Tenant of its intention to take
possession of the Property and correct or cure such condition.


Section 10.4 - Estoppel
Certificates.


The Tenant shall
from time to time, upon not less than fifteen (15) days’ prior written request
by the Landlord, which such request shall include a copy of such estoppel
certificate, execute, acknowledge and deliver to the Landlord a statement in
writing certifying to the Landlord or an independent third party, with a true
and correct copy of this Lease attached thereto, to the extent such statements
continue to be true and accurate, (i) that this Lease is unmodified and in full
force and effect (or, if there have been any modifications, that the same is in
full force and effect as modified and stating the modifications); (ii) that the
Tenant has no knowledge of any defenses, offsets or counterclaims against its
obligations to pay the Annual Fixed Rent and Additional Rent and to perform its
other covenants under this Lease (or if there are any defenses, offsets, or
counterclaims, setting them forth in reasonable detail): (iii) that there are
no known uncured defaults of the Landlord or the Tenant under this Lease (or if
there are known defaults. setting them forth in reasonable detail); (iv) the
dates to which the Annual Fixed Rent, Additional Rent and other charges have
been paid; (v) that the Tenant has accepted, is satisfied with, and is in full
possession of the Premises, including all improvements, additions, and
alterations thereto required to be made by Landlord under the Lease; (vi) that
the Landlord has satisfactorily complied with all of the requirements and conditions
precedent to the commencement of the Term of the Lease as specified in the
Lease; (vii) the Term, the Commencement Date, and any other relevant dates, and
that the Tenant has been in occupancy since the Commencement Date and paying
rent since the specified dates; (viii) that no monetary or other
considerations, including, but not limited to rental concessions for Landlord,
special tenant improvements or Landlord’s assumption of prior lease obligations
of Tenant have been granted to Tenant by Landlord for entering into Lease,
except as specified; (ix) that Tenant has no notice of a prior assignment,
hypothecation, or pledge of rents or of the Lease; (x) that the Lease (as same
may be amended) represents the entire agreement between Landlord and Tenant;
and (xi) such other matters with respect to the Tenant and this Lease as the
Landlord may reasonably request in writing. On the Commencement Date, the
Tenant shall, at the request of the Landlord, promptly execute, acknowledge and
deliver to the Landlord a statement in writing that the Commencement Date has
occurred, that the Annual Fixed Rent has begun to accrue and that the Tenant has
taken occupancy of the Premises. Any statement delivered pursuant to this
Section may be relied upon by any prospective, purchaser, mortgagee or ground
lessor of the premises and shall be binding on the Tenant, but any such
statement shall not amend this Lease and shall not be binding on the Tenant
against Landlord. Landlord shall from time to time, upon not less than fifteen
(15) days’ prior written request by the Tenant, execute, acknowledge and,
deliver to the Tenant a statement in writing certifying to the Tenant or an
independent third











party, with a true and
correct copy of this Lease attached thereto, to the extent such statements
continue to be true and accurate (i) that this Lease is unmodified and in full
force and effect (or, if there have been any modifications, that the same is in
full force and effect as modified and stating the modifications); (ii) that the
Landlord has no knowledge of any defenses, offsets or counterclaims against its
obligations to perform its covenants under this Lease (or if there are any
defenses, offsets, or counterclaims, setting them forth in reasonable detail);
(iii) that there are no known uncured defaults of the Tenant or the Landlord
under this Lease (or if there are known defaults, setting them forth in
reasonable detail); (iv) the dates to which the Annual Fixed Rent, Additional
Rent and other charges have been paid, (v) that the Tenant is in full
possession of the Premises, including all improvements, additions and
alterations thereto required to be made by Landlord under the Lease; (vi) that
the Tenant has satisfactorily complied with all of the requirements and
conditions precedent to the commencement of the term of the Lease as specified
in the Lease; (vii) that the Tenant has been in occupancy since the
Commencement Date and paying rent since the specified dates; (viii) that no
monetary or other considerations, including, but not limited to, rental
concessions for Landlord, special tenant improvements or Landlord’s assumption
of prior lease obligations of Tenant have been granted to Tenant by Landlord
for entering into the Lease, except as specified: (ix) that Landlord has no notice
of a prior assignment, hypothecation, or pledge of rents or of the Lease; (x)
that the Lease represents the entire agreement between Landlord and Tenant; and
(xi) such other matters with respect to the Tenant and this Lease as the Tenant
may reasonably request. Any statement delivered pursuant to this Section may be
relied upon by any prospective lender of Tenant and shall be binding on the
Landlord.


ARTICLE XI


MISCELLANEOUS


Section 11.1 - Notice
of Lease.


The Tenant agrees
not to record this Lease, but upon request of either party, both parties shall
execute and deliver, a Notice of Lease in form appropriate for recording or
registration acknowledging the Commencement Date, and if this Lease is
terminated before the Term expires, an instrument in such form acknowledging
the date of termination.


Section 11.2 - Notices.


Whenever any
notice, approval, consent, request, election, offer or acceptance is given or
made pursuant to this Lease, it shall be in writing.  Communications and payments shall be addressed,
if to the Landlord, at the Landlord’s Address for Notices as set forth, in
Exhibit A or at such other address as may have been specified by prior notice
to the Tenant; and if to the Tenant, at the Tenant’s Address for Notices as set
forth in Exhibit A or at such other address as may have been specified by prior
notice to the Landlord.  Any
communication so addressed shall be deemed duly given on the earlier of (i) the
date received if hand-delivered by either party or mailed by a reputable
same-day delivery service, (ii) the day following the day of mailing if mailed
by a reputable overnight delivery service, or (iii) on the third business day
following the day of mailing if mailed by registered or certified mail, return
receipt requested. If the Landlord by notice to the Tenant at any time
designates some other person to receive payments or notices,











all payments or notices
thereafter by the Tenant shall be paid or given to the agent designated until
notice to the contrary is received by the Tenant from the Landlord.


Section 11.3 - Successors
and Limitation on Liability on the Landlord.


The obligations of
this Lease shall run with the land, and this Lease shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, except that the original Landlord named herein and each successor
Landlord shall be liable only for obligations accruing during the period of its
ownership. The obligations of the Landlord shall be binding upon the assets of
the Landlord consisting of an equity ownership of the Property (and including
any proceeds realized from the sale of such Property) but not upon other assets
of the Landlord and neither the Tenant, nor anyone claiming by under or through
the Tenant, shall be entitled to obtain any judgments creating personal
liability on the part of the Landlord or enforcing any obligations of the
Landlord against any assets of the Landlord other than an equity interest in
the Property.


Section 11.4 - Waivers
by the Landlord or Tenant.


The failure of the
Landlord or the Tenant to seek redress for violation of, or to insist upon
strict performance of, any covenant or condition of this Lease, 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 force and effect
of an original violation. The receipt by the Landlord of Annual Fixed Rent or
Additional Rent with knowledge of the breach of any covenant of this Lease
shall not be deemed a waiver of such breach. No provision of this Lease shall
be deemed to have been waived by the Landlord or the Tenant, unless such waiver
be in writing signed by the waiving party. No consent or waiver, express or
implied by the Landlord or the 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.


Section 11.5 - Acceptance
of Partial Payments of Rent.


No acceptance by
the Landlord of a lesser sum than the Annual Fixed Rent and Additional Rent
then due shall be deemed to be other than a partial 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 the Landlord may accept such check or payment without prejudice to the
Landlord’s right to recover the balance of such installment or pursue any other
remedy in this Lease provided. The delivery of keys to any employee of the
Landlord or to the Landlord’s agent or any employee thereof shall not operate
as a termination of this Lease or a surrender of the Premises.


Section 11.6 - Interpretation
and Partial Invalidity.


If any term of
this Lease, or the application thereof to any person or circumstances, 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. The titles of the Articles are for convenience only
and not to be considered in construing this Lease. This Lease contains all of
the agreements of the parties with respect to the subject matter thereof and
supersedes all prior dealings between them with respect to such subject matter.


Section 11.7 - Quiet
Enjoyment.


So long as the
Tenant pays Annual Fixed Rent and Additional Rent performs all other Tenant
covenants of this Lease and observes all conditions hereof, the Tenant shall
peaceably and quietly have, hold and enjoy the Premises free of any claims by,
through or under the Landlord.


Section 11.8 - Brokerage.


Each party represents
and warrants to the other that it has had no dealings with any broker or agent
in connection with this Lease other than Meredith & Grew and Trammell Crow
Company and shall indemnify and hold harmless the other from claims for any
brokerage commission by any other broker or agent claiming same by, through or
under the indemnifying party.


Section 11.9 - Surrender
of Premises and Holding Over.


The Tenant shall
surrender possession of the Premises on the last day of the Term and the Tenant
waives the right to any notice of termination or notice to quit. The Tenant
covenants that upon the expiration or sooner termination of this Lease, it
shall without notice, deliver up and surrender possession of the Premises in
the same condition in which the Tenant has agreed to keep the same during the
continuance of this Lease and in accordance with the terms hereof, reasonable
wear and tear and damage by fire or other casualty or eminent domain taking and
damage by the negligence or willful misconduct of Landlord or its agents,
contractors or employees excepted, first removing therefrom all goods and
effects of the Tenant and any leasehold improvements Landlord specified for
removal pursuant to Section 4.2, and repairing all damage caused by such
removal. Upon the expiration of this Lease or if the Premises should be
abandoned by the Tenant, or this Lease should terminate for any cause, and at
the time of such expiration, vacation, abandonment or termination, the Tenant
or Tenants agents, subtenants or any other person should leave any property of
any kind or character on or in the Premises, the fact of such leaving of
property on or in the Premises shall be conclusive evidence of intent by the
Tenant, and individuals and entitles deriving their rights through the Tenant,
to abandon such property so left in or upon the premises, and such leaving
shall constitute abandonment of the property. Landlord shall have the right and
authority without notice to the Tenant or anyone else, to remove and destroy,
or to sell or authorize disposal of such property, or any part thereof, without
being in any way liable to the Tenant therefor and the proceeds thereof shall
belong to the Landlord as compensation for the removal and disposition of such
property.


If the Tenant
tails to surrender possession of the Premises upon the expiration or sooner
termination of this Lease, the Tenant shall pay to Landlord, as rent for any
period after the











expiration or sooner
termination of this Lease an amount equal to one hundred fifty percent (150%) of
the Annual Fixed Rent and the Additional Rent required to be paid under this
Lease as applied to any period in which the Tenant shall remain in possession.
Acceptance by the Landlord of such payments shall not constitute a consent to a
holdover hereunder or result in a renewal or extension of the Tenant’s rights
of occupancy. Such payments shall be in addition to and shall not affect or
limit the Landlord’s right of re-entry. Landlord’s right to collect (such
damages as may be available at law, or any other rights of the Landlord under
this Lease or as provided by law.


Section 11.10 - Ground
Lease.


This Lease is in
all respects subject to the ground lease (the “Ground Lease”) between the
Landlord’s predecessor in interest as lessee and the Massachusetts Institute of
Technology (“M1T”) as lessor dated April 20, 1986, as amended by that certain
First Amendment to Construction and Lease Agreement dated “as of December 16,
1997, and that certain Second Amendment to Construction and Lease Agreement
dated as of June 12, 2000. If the Ground Lease shall terminate during the Term
for any reason whatsoever, except as may otherwise be agreed in the Non-Disturbance
Agreement, this Lease shall be terminable by Landlord in its sole discretion
with the same force and effect as if such termination date had been named
herein as the date of expiration hereof.


Section 11.11 - Security
Deposit.


INTENTIONALLY
OMITTED


Section 11.12 - Financial
Reporting.


Tenant shall from
time to time (but at least annually) on the anniversary of the Lease provide
Landlord with financial statements of Tenant together with related statements
of Tenant’s operations for Tenant’s most recent fiscal year then ended,
certified by an independent certified public accounting firm.


Section 11.13 - Cambridge
Employment Plan.


The Tenant agrees
to sign an agreement with the Employment and Training Agency designated by the
City Manager of the City of Cambridge as provided in subsections (a) - (g) of
Section 24-4 of Ordinance Number 1005 of the City of Cambridge, adopted April
23, 1984.


Section 11.14 - Parking
and Transportation Demand Management.


Tenant covenants
and agrees to work cooperatively with Landlord to develop a parking and
transportation demand management (“PTDM”) program that comprises part of a
comprehensive PTDM for University Park. In connection therewith, the use of
single occupant vehicle commuting will be discouraged and the use of
alternative modes of transportation and/or alternative work hours will be
promoted. Without limitation of the foregoing, Tenant agrees that











its PTDM program (and
Tenant will require in any sublease or occupancy agreement permitting occupancy
in the Premises that such occupant’s PTDM program) will include offering a
subsidized MBTA transit pass, either constituting a full subsidy or a subsidy
in an amount equal to the maximum deductible amount therefore allowed under the
federal tax code, to any employee working in the Premises requesting one.
Tenant agrees to comply with the traffic mitigation measures required by the City
of Cambridge, and Tenant shall otherwise comply with all legal requirements of
the City of Cambridge pertaining thereto.


IN WITNESS WHEREOF, this
Lease has been executed and delivered as of the date first above written as a
sealed instrument.


	
  

  	
  LANDLORD:

  	
   

  	
  FC 64 SIDNEY, INC.,

  
	
   

  	
   

  	
   

  	
  a Massachusetts corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Michael Farley

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  	
   

  	
  GENZYME CORPORATION

  
	
   

  	
   

  	
   

  	
  a Massachusetts corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Michael S. Wyzga

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  	
   

  



 











EXHIBIT A


Basic Lease Terms 


	
  Annual Fixed Rent

  	
   

  	
   

  
	
  for the Term:

  	
   

  	
  $35.00 per rentable square foot.

  
	
   

  	
   

  	
   

  
	
  Security Deposit:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
  Initial Term:

  	
   

  	
  Sixty (60) months, commencing on the

  
	
   

  	
   

  	
  Commencement Date (as set forth in section 2.5),

  
	
   

  	
   

  	
  and expiring on February 8, 2011.

  
	
   

  	
   

  	
   

  
	
  Landlords Original

  	
   

  	
  FC 64 Sidney Street, Inc

  
	
  Address:

  	
   

  	
  Terminal Tower

  
	
   

  	
   

  	
  50 Public Square, Suite 1100

  
	
   

  	
   

  	
  Cleveland, Ohio 44113-2267

  
	
   

  	
   

  	
  Attention: James Ratner

  
	
   

  	
   

  	
   

  
	
  Landlord’s Address for Notices:

  	
   

  	
  Landlord’s Original Address with 

  copies in like manner to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Forest City Commercial Management

  
	
   

  	
   

  	
  64 Sidney Street

  
	
   

  	
   

  	
  Cambridge, Massachusetts 02139-4234

  
	
   

  	
   

  	
  Attention: Michael Farley

  
	
   

  	
   

  	
   

  
	
  Tenants Address for Notices:

  	
   

  	
  Genzyme Corporation

  
	
   

  	
   

  	
  Metro West Place

  
	
   

  	
   

  	
  15 Pleasant Street Connector 

  
	
   

  	
   

  	
  Framingham, MA 01701

  
	
   

  	
   

  	
  Attn: Evan Lebson

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With copies in like manner to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Genzyme Corporation

  
	
   

  	
   

  	
  500 Kendall Street

  
	
   

  	
   

  	
  Cambridge, MA 02142

  
	
   

  	
   

  	
  Attn: Bob Hesslein, Esq.

  



 











 


	
  

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Palmer & Dodge LLP

  
	
   

  	
   

  	
  111 Huntington Avenue at Prudential Center

  
	
   

  	
   

  	
  Boston, MA 02199-1613

  
	
   

  	
   

  	
  Attn: Thomas G. Schnorr. Esq.

  
	
   

  	
   

  	
   

  
	
  Premises:

  	
   

  	
  45,161 total rentable square feet (rsf)

  
	
   

  	
   

  	
  comprising that portion of the 1st, 2nd and 3rd floors of the Building depicted on Exhibit B - 2 to the
  Lease.

  
	
   

  	
   

  	
   

  
	
  Parking Privileges:

  	
   

  	
  During the Term, Landlord shall provide, and Tenant
  shall pay for, sixty-eight (68) parking passes. During the Term the Tenant
  shall pay the market rate from time to time in effect for parking passes
  provided by Landlord’s aforesaid. Market rate shall be reasonably determined
  by Landlord based on comparable parking spaces and usage rights available in
  the Kendall Square/Cambridge Center area. Tenant shall have the right to
  lease additional parking passes, as available, on a month to month basis.
  Visitor parking will also be available within the parking garage at standard
  hourly rates. Should Tenant expand the Premises in the future, the Parking
  Privileges shall be increased on the basis of one and one-half parking passes
  per each one thousand square feet of space leased.

  
	
   

  	
   

  	
   

  
	
  Permitted Uses:

  	
   

  	
  Research and development and general office use.

  



 











EXHIBIT B


Legal Description











A parcel of land situated
in the City of Cambridge, Middlesex County Commonwealth of Massachusetts, being
more particularly bounded and described as follows:


Beginning at the
intersection of the relocated southeasterly street line of Sidney Street and
the southwesterly street line of a private way (formerly Auburn Street);


Thence running S 51° 25’
00” E along said southwesterly line of a private way, a distance of 131.51
feet, to a point;


Thence running along the
line of a private way on the following three (3) courses:


S 38° 25’ 13” W, a
distance of 176.99 feet to a point;


Westerly on a curve to
the left having a radius of 60.00 feet, an arc length of 62.88 feet to a point;


and N 51° 34’47” W, a
distance of 91.97 feet to a point on the aforesaid relocated southeasterly
street line of Sidney Street;


Thence running N 38° 25’
13” E, along said southeasterly l a distance of 17.52 feet, to a point;


Thence running S 51° 34
47” E, along a jog in said southeasterly line, a distance of 4.00 feet, to a
point;


Thence running N 38° 25’
13” E, along said southeasterly line, a distance of 201.18 feet, to the point
of beginning.


The above-described
parcel contains 27,580 square feet, more or less, or 0.6332 acres, more or less
and is shown as Lot 4(A) on a plan entitled “Plan of Land in Cambridge,
Massachusetts, 64 Sidney Street” prepared by Cullinan Engineering Co., Inc.,
which plan is recorded with the Middlesex S.D. Registry of Deeds in Book 19753,
Page 54.


Included within the
above-described property are the following parcels of registered land:


a. That parcel of land
shown on Land Court Plan 7631A;


b. A portion or the land
shown as Lot B1 or, Land Court Plan 3993C; and


c. A portion of the land
shown as Lot C on Land Court Plan 3993B.


Together with the benefit
of the Parking Easement and the Pedestrian Bridge Easement.











EXHIBIT B-1.


Map of University
Park











EXHIBIT B-2


Depiction of
Premises











EXIBIT C


Work Letter


1.                                       Landlord
shall provide to Tenant an allowance (the “Leasehold Improvements Allowance”)
equal to (i) the product of Five and 00/100 Dollars ($5.00) times (ii) the
rentable square footage of the Premises (for a total of Two Hundred Twenty-Five
Thousand Eight Hundred Five and 00/100 Dollars ($225,805.00)), for application
to the costs and expenses, more particularly set forth below, incurred by or on
behalf of Tenant. If Tenant incurs costs in excess of the Leasehold
Improvements Allowance, then all such costs shall be born solely by Tenant. Any
unused Leasehold Improvements Allowance may be applied as rent credit(s) at the
beginning of the Term.


2.                                     The
application of the Leasehold Improvement Allowance by Landlord shall be limited
to payment of the following costs and expenses incurred by or on behalf of
Tenant in connection with leasehold improvements to the Premises:  the actual documented and verified cost
pursuant to Tenant’s design and construction contracts, including without
limitation the associated contractor’s overhead and profit and general
conditions, incurred in the construction of the leasehold improvements to the
Premises, except for the (making of improvements, installation of items which
are moveable rather than permanent improvements, (but excluding cabling),
examples of which may include furniture, telephone communications and security
equipment, and bench-top laboratory equipment items such as microscopes.


3.                                     During
the construction of any leasehold improvements with respect to which Tenant
desires to have the Leasehold Improvements Allowance applied, and in accordance
with the commercially reasonable terms and conditions typically imposed upon a
landlord pursuant to a construction loan agreement, such as, without
limitation, retainage, lien waiver, and other requisition conditions, Tenant
shall, on a monthly basis (as the Tenant’s contractor submits to Tenant its
application for payment), deliver to Landlord a requisition for payment showing
the costs of the leasehold improvements in question and the amount of the
current payment requested from Landlord for disbursement from the Leasehold Improvements
Allowance within thirty (30) days after receipt of Tenant’s requisition.
Payments made on account of Tenant’s requisitions shall be made from the
Leasehold Improvement Allowance. Following the completion of any such leasehold
improvements, Tenant shall deliver to the Landlord, within ninety (90) days
before completion, a statement showing the final costs of such leasehold
improvements, the amounts paid to date, or on behalf of the Tenant, and any
amounts available for release of retainage.











EXHIBIT D


STANDARD SERVICES


Landlord shall
provide, or cause to be provided, the following standard services throughout
the Term which services may be modified from time to time by Landlord:


A.                                 Regular
maintenance of interior plants and exterior landscaping of the Building and all
University Park common areas.


B.                                   Regular
maintenance, sweeping and snow removal of exterior areas around the Building,
parking areas and throughout University Park.


C.                                   Complete
interior and exterior cleaning of all windows two times per year.


D.                                  Daily,
weekday maintenance of hallways, passenger elevators, common area bathrooms,
lobby areas and vestibules.


E.                                      Periodic
cleaning of stairwells, freight elevators, and back of house areas.


F.                                    Daily,
weekday rubbish removal of all common area trash receptacles.


G.                                   Daily,
weekday cleaning of tenant space in a manner comparable to similar first-class
office space in the Cambridge area.


H.                                  Maintenance
and repair of all base Building mechanical, electrical, plumbing and life
safety systems and all other building systems serving the common areas.


I.                                         Operation
and maintenance of Building surveillance and alarm systems, links to the
University Park command center, and security Officer services in the Building
and throughout University Park as appropriate in Landlord’s reasonable
determination.


J.                                        Conditioned
air for HVAC purposes shall be provided to the Premises from central mechanical
equipment and shall be available 24 hours per day, 7 days per week; provided,
however, Landlord reserves the right, pursuant to Section 3.5 of this Lease, to
charge for conditioned air provided after normal business hours (8am - 6pm) if
Landlord reasonably determines that demand for such conditioned air is not
consistently needed throughout the Building during such non-business hours. Any
charges for conditioned air shall include Landlord’s reasonable estimate of the
cost of energy, additional equipment maintenance and wear and tear associated
with such after hours use, but shall not include a surcharge or profit to Landlord.


K.                                  All
utilities for all interior common areas and exterior building lighting.


L.                                    Regular
maintenance of banners, building directories and other building standard
directional signage and amenities.


M.                               Reasonably
adequate water and sewer service to the Premises.











EXHIBIT E


RULES AND
REGULATIONS


DEFINITIONS


Wherever in these Rules
and Regulations the word “Tenant” is used, it shall be taken to apply to and
include the Tenant and its agents, employees, invitees, licensees, contractors,
any subtenants and is to be deemed of such number and gender as the
circumstances require. The word “Premises” is to be taken to include the space
covered by the Lease.  The word
“Landlord” shall be taken to include the employees and agents of Landlord.
Other capitalized terms used but not defined herein shall have the meanings set
forth in the Lease. Any consents or approvals required of Landlord herein shall
not be unreasonably withheld or delayed.


GENERAL USE OF BUILDING


A.                                 Space
for admitting natural light into any public area or tenanted space of the
Building shall not be covered or obstructed by Tenant except in a manner
reasonably approved by Landlord.


B.                                   Toilets,
showers and other like apparatus shall be used only for the purpose for which
they were constructed.


C.                                     Intentionally
omitted.


D.                                  No
sign, advertisement, notice or the like, shall be used in the Building by
Tenant (other than at its office or as permitted in the Lease).  If Tenant violates the foregoing, Landlord
may remove the violation without liability and may charge all costs and
expenses incurred in so doing to Tenant.


E.                                    Tenant
shall not throw or permit to be thrown anything out of windows or doors or down
passages or elsewhere in the Building, or bring or keep any pets therein, or
commit or make any indecent or improper acts or noises. In addition, Tenant
shall not do or permit anything which will obstruct, injure, annoy or interfere
with other tenants or those having business with them, or affect any insurance
rate on the Building or violate any provision of any insurance policy on the
Building.


F.                                      Unless
expressly permitted by the Landlord in writing:


(1)                                No
additional locks or similar devices shall be attached to any door or window and
no keys other than those provided by the Landlord shall be made for any door.
If more than two keys for one lock are desired by the Tenant, the Landlord may
provide the same upon payment by the Tenant. Upon termination of this lease or
of the Tenant’s, possession, the Lessee shall surrender all keys to the
Premises and shall explain to the Landlord all combination locks on safes,
cabinets and vaults.


(2)                                In
order to insure proper use and care of the Premises Tenant shall not install
any shades, blinds, or awnings or any interior window treatment without consent
of Landlord. Blinds must be building standard.


(3)                                All
doors to the Premises are to be kept closed at all times except when in actual
use for entrance door exit from such Premises. The Tenant shall be responsible
for the locking of











doors and the closing of
any transoms and windows in and to the Premises. Any damage or loss resulting
from violation of this rule shall be paid for by the Tenant.


(4)                                The
Tenant shall not install or operate any steam or internal combustion engine,
boiler, machinery in or about the Premises, or carry on any mechanical business
therein. All equipment of any electrical or mechanical nature shall be placed
in settings which absorb and prevent any vibration, noise or annoyance;


G.                                     Landlord
shall designate the time when and the method whereby freight, small office
equipment, furniture, safes and other like articles may be brought into, moved
or removed from the Building or Premises, and to designate the location for
temporary disposition of such items.


H.                                  In
order to insure proper use and care of the Premises Tenant shall not allow
anyone other than Landlord’s employees or contractors to clean the Premises
without Landlord’s permission.


I.                                       The
Premises shall not be defaced in any way. No changes in the HVAC electrical
fixtures or other appurtenances of said Premises shall be made without the
prior approval of Landlord and in accordance with Landlord’s construction rules
and regulations.


J.                                      For
the general welfare of all tenants and the security of the Building, Landlord
may require all persons entering and/or leaving the Building on weekends and
holidays and between the hours of 6:00 p.m. and 8:00 a.m. to register with the
Building attendant or custodian by signing his name and writing his destination
in the Building, and the time of entry and actual or anticipated departure, or
other procedures deemed necessary by Lessor, Landlord may deny entry during
such hours to any person who fails to provide satisfactory identification.


K.                                  No
animals, birds, pets, and no bicycles or vehicles of any kind shall be brought
into or kept in or about said Premises or the lobby or halls of the Building.
Tenant shall not cause or permit any unusual or objectionable odors, noises or
vibrations to be produced upon or emanate from said Premises.


L.                                    Unless
specifically authorized by Landlord, employees or agents of Landlord shall not
perform for nor be asked by Tenant to perform work other than their regularly
assigned duties.


M.                                 Landlord
shall have the right to prohibit any advertising by Tenant which, in Landlord’s
reasonable opinion tends to impair the reputation of the Building or its
desirability as an office building and, upon written notice from Landlord,
Tenant shall promptly discontinue such advertising.


N.                                  Canvassing,
soliciting and peddling in the Building is prohibited and Tenant shall
cooperate to prevent the same from occurring.


O.                                  All
parking, Building operation, or construction rules and regulations which may be
established from time to time by Landlord on a uniform basis shall be obeyed.


P.                                    Tenant
shall not place a load on any floor of said Premises exceeding the floor load
limits for the Building. Landlord reserves the right to prescribe the weight
and position of all safes and heavy equipment.


Q.                                  Tenant
shall not install or use any air conditioning or heating device or system other
than those approved by Landlord.


R.                                   Landlord
shall have the right to make such other and further reasonable rules and
regulations s in the judgment of Landlord, may from time to time be needful for
the safety,











appearance, care and
cleanliness of the Building and for the preservation of good order therein, and
Tenant shall be given reasonable notice of same.


S.                                    The
access road and loading areas, parking areas, sidewalks, entrances, lobbies,
halls, walkways, elevators, stairways and other common area provided by
Landlord shall not be obstructed by Tenant, or used for other purpose than for
ingress and egress.


T.                                   In
order to insure proper use and care of the Premises Tenant shall not install
any call boxes or communication systems or wiring of any kind without
Landlord’s permission and direction.


U.                                  In
order to insure proper use and care of the Premises Tenant shall not
manufacture any commodity, or prepare or dispense for sale, except through
vending machines for the benefit of employees and invitees of Tenant, any foods
or beverages, tobacco, flowers, or other commodities or articles without the
written consent of Landlord.


V.                                   In
order to insure use and care of the Premises Tenant shall not enter any
janitors’ closets, mechanical or electrical areas, telephone closets, loading
areas, roof, or Building storage areas without the written consent of Landlord.


W.                              In
order to insure proper use and care of the Premises Tenant shall not place
doormats in public corridors without consent of Landlord.











EXHIBIT G


Removable Items


Within the First Floor
Spaces:


Property of Landlord:
                           All
built-in work surfaces, material lift, piping and instrumentation for medical
gas manifold, work bench, and any built-in storage racking.


Property of Tenant:
                                     All
movable shelving and racks, all carts, all medical gas tanks, all movable
office furniture, telecom and computer racks and hubs, all freezers,
refrigerators, environmental chambers and Cobalt 60 Irradiator.


Within the Second Floor
Spaces:


Property of Landlord:                              All
built-in work surfaces, elevators, dumbwaiters, lifts, piping and
instrumentation for utilities Autoclave, Depyrogenation oven, HVAC equipment,
biological safety cabinets, cold rooms, biological neutralization tank.


Property of Tenant:
                                     All
movable shelving and racks, all carts, all medical gas tanks, all movable
office furniture, all modular cubicles, all freezers, refrigerators,
cryostorage equipment, incubators, centrifuges, microscopes, balances,
glasswashers, computers, telephone and computer racks and hubs.


Within the Third Floor
Spaces:


Property of Landlord:                              All
built-in surfaces, lab benches, built-in wooden cubicles, elevators,
dumbwaiters, lifts piping and instrumentation for utilities, autoclaves, HVAC
equipment, biological safety cabinets, fume hoods, cold rooms, utility
generation equipment including RO/DI water, plant steam boiler, hot water
boilers, vacuum pump skid, compressed air skid, and hot water circulation
pumps.


Property of Tenant:                                        All
movable shelving and racks, all carts, all medical gas tanks, all movable
office furniture, all modular cubicles, all freezers, refrigerators,
cryostorage equipment, incubators, centrifuges, microscopes, balances,
glasswashers, analytical equipment, computers, telephone and computer racks and
hubs.