Exhibit 10.33


Sublease
dated December 28, 2006 between NMS Communications Corporation and Genzyme
Corporation


SUBLEASE
AGREEMENT


This SUBLEASE
AGREEMENT (this “Sublease”) is made as of December 28, 2006 by and between NMS
Communications Corporation (f/k/a NATURAL MICROSYSTEMS CORPORATION), a Delaware
corporation (“Sublandlord”) and Genzyme Corporation, a Massachusetts
corporation, (“Subtenant”).


W
I  T  N  E  S  S  E  T  H:


WHEREAS,
Sublandlord is the Tenant named in that certain Lease dated as of April 1, 2000
by and between NDNE 9/90 200 Crossing Boulevard LLC (“Landlord”) and
Sublandlord (the “Lease”), demising approximately 45,470 square feet of space
comprising the first and second floors of the building (the “Building”) located
at 200 Crossing Boulevard, Framingham, Massachusetts; and


WHEREAS,
Sublandlord has agreed with Subtenant to enter into a sublease of approximately
28,680 total square feet, which includes approximately 23,177 square feet of
space on the second floor and approximately 5,503 square feet of space on the
first floor of the Building, as shown on the plans attached hereto as Exhibit A and made a part hereof (the “Subleased Premises”)
on the terms and conditions hereinafter set forth; and


NOW, THEREFORE,
for and in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


1.             Terms.  Initial capitalized terms used herein but not
otherwise defined shall have the meanings respectively ascribed to such terms
in the Lease.



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2.             Subleased Premises.  Sublandlord hereby leases to Subtenant, and
Subtenant hereby leases from Sublandlord, the Subleased Premises for the
permitted uses set forth in Section 9 of the Lease.  The Subleased Premises are shown on Exhibit
A attached hereto and incorporated herein by this reference.


3.             Term.  The term (the “Term”) of this Sublease shall
commence on the Commencement Date (defined below) and shall expire on May 30,
2012, provided, however, that this Sublease may be sooner terminated as
provided in the Lease, or the one-time right to terminate this Sublease
effective as of January 15, 2010 provided that the Subtenant provides to the
Sublandlord on or before April 15, 2009  written
notice thereof and Subtenant pays to Sublandlord in full along with such notice
the Sublease buy-out amount equal to all unamortized transaction costs, which
shall consist solely of Sublandlord’s brokerage and legal fees amortized on a
straight-line basis over the Term of this Sublease, as well as three (3) months
rent.  The Subtenant hereby agrees that
the buy-out amount is a reasonable liquidated damage, and is not to be
construed as any type of penalty.


4.             Definitions.  Notwithstanding any provisions of the Lease
to the contrary, the following terms used herein shall have the following
meanings:


“Commencement Date”
shall mean February 1, 2007 or the date of the signature of a sublease document
that is fully consented to and approved by Landlord.


“Rent Commencement Date”
shall mean the later of: (i) February 1, 2007, and (ii) the date on which
Landlord consents to this Sublease and each of Sublandlord and Subtenant
receive a copy of such consent.


“Annual Fixed Rental Rate”
shall mean:



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(i)                                     $516,240.00
per year from February 1, 2007 through January 31, 2008;


(ii)                                  $516,240.00
per year from February 1, 2008 through January 31, 2009;


(iii)                               $544,920.00 per year
from February 1, 2009 through January 31, 2010;


(iv)                              $573,600.00
per year from February 1, 2010 through January 31, 2011;


(v)                                 $573,600.00
per year from February 1, 2011 through January 31, 2012;


(vi)                              $573,600.00
per year from February 1, 2012 through May 30, 2012.


“Security
Deposit” None


“Subtenant’s Share”
shall mean sixty three and seven hundredths percent (63.07%).


“Annual
Base Operating Cost” shall be the Operating Costs for the
Calendar Year ending December 31, 2007.


“Annual Base Real Estate Taxes”
shall be the Real Estate Taxes for the Fiscal Tax Year ending June 30, 2007.


5.             Rent.


(a)  Subtenant covenants and agrees to pay rent to
Sublandlord commencing on the Rent Commencement Date, at Sublandlord’s address
shown herein or at such place as Sublandlord shall from time to time designate
in writing and otherwise in accordance with the provisions of the Lease, at the
Annual Fixed Rental Rate in equal installments of 1/12th the Annual Fixed
Rental Rate in advance on the first day of each calendar month included in the
Term, 



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and for any portion of a calendar month at the
beginning or end of the Term, at that rate payable in advance for such portion.


(b)  Late payments of any payment of rent,
including monthly rent or any portion thereof, which is not received within
five business (5) days after the first day of the calendar month, will be
subject to a late charge equal to five percent (5%) of the unpaid payment, or
$100.00, whichever is greater; provided, however, Subtenant shall not be
obligated for a late payment charge on the first (1st) late payment by Subtenant in any twelve
(12) month period until Sublandlord has given Subtenant written notice of the
delinquency and Subtenant has failed to pay the delinquent amount within ten
(10) Business Days following receipt of such written notice.  This amount is in compensation of the Sublandlord’s
additional cost of processing late payments. 
In addition, any rent which is not paid within thirty (30) days after the
first day of the calendar month, including monthly rent, will accrue interest
at a late rate charge of eighteen percent (18%) per annum or the maximum rate
allowed by applicable law, from the date on which it was due until the date on
which it is paid in full with accrued interest. 
If Subtenant is in default of the Sublease for failure to pay rent, in
addition to the late charges and interest set forth above, Subtenant shall be
charged for all Sublandlord’s reasonable attorney fees in connection with the
collection of all sums due to Sublandlord. 
The foregoing shall not limit, affect or constitute a waiver in any way
of the rights of the Sublandlord.


(c)  Subtenant covenants and agrees to pay to
Sublandlord as Additional Rent, within thirty (30) days of written demand
therefor by Sublandlord, which shall include a reasonably detailed account and
calculation thereof, Subtenant’s Share of “Tenant’s Proportionate Share” (as defined
in the Lease) of the Operating Cost Escalation;  provided,
however, the Annual Base Operating Costs shall be the Operating Costs for the
Calendar Year ending December 31, 2007.



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(d)   Subtenant covenants and agrees to pay to
Sublandlord as Additional Rent, within thirty (30) days of  written
demand therefor by Sublandlord, which shall include a reasonably detailed
account and calculation thereof, Subtenant’s Share of “Tenant’s Proportionate
Share” of the Real Estate Tax Escalation; provided, however, the Annual Base
Real Estate Taxes shall be the Real Estate Taxes for the Fiscal Tax Year ending
June 30, 2007.


(e)  Subtenant shall pay to Sublandlord monthly in
advance a flat fee of $3,585.00 per month (calculated by the formula for 28,680
square feet times $1.50 per rentable square foot) to cover electricity usage
for overhead lighting and convenience outlets, provided Sublandlord reserves
the right to have Subtenant pay to Sublandlord any amounts in addition actually
incurred by Subtenant.


(f)  Subtenant covenants and agrees to pay monthly
to Landlord all charges due under the Lease for (i) any after-hours heating,
air conditioning or ventilation services supplied to Subtenant in connection
with the Subleased Premises (excluding to the extent not used and requested by
Subtenant) and (ii) all other services supplied to Subtenant and/or the
Subleased Premises beyond the services required to be supplied to the Subleased
Premises for Sublandlord by Landlord at no additional charge to Sublandlord.  Landlord shall bill Subtenant directly for
all such charges referred to in the preceding sentence.


6.             Additional Rent. 
It is understood and agreed  that Subtenant
is not subject to additional charges, fees or rent beyond those specifically
detailed in Section 5 (i.e., Annual Fixed Rental Rate, Subtenant’s Share of the
Operating Cost Escalation, Subtenant’s Share of the Real Estate Tax Escalation,
tenant electricity charges, and the charges for additional services described
in Section 5(f) above).



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7.             Additional Subtenant Covenants.  Subtenant hereby covenants:


                (a)  To comply with the terms and provisions of
the Lease applicable to the Subleased Premises except as specifically modified
by provisions of this Sublease, and to do nothing which will subject the Lease
to termination by Landlord under the provisions of the Lease.


(b)  To maintain the Subleased Premises and the
Furniture and Equipment (as specified on Exhibit C attached hereto and made a
part hereof), which Sublandlord shall provide with the Subleased Premises, in the same condition as they are at the commencement of
the Term, reasonable wear and tear, damage by fire and other casualty
excepted.  In the event that Subtenant
defaults in its obligations under this Subparagraph (b), Sublandlord may cure
such default, in which event Subtenant shall reimburse Sublandlord within
thirty (30) days of Sublandlord’s written demand therefore, which shall include
a reasonably detailed evidence of such default, for any costs incurred by
Sublandlord to cure such default.


(c)  In the event that this Sublease shall
terminate for any reason prior to the expiration of the Term, to remove
promptly all of Subtenant’s goods and effects from the Subleased Premises upon
the termination of this Sublease and to deliver to Sublandlord the Subleased
Premises in the same condition as they were at the commencement of the Term of
this Sublease, or as they were put during the Term, reasonable wear and tear,
damage by fire and other casualty excepted. 
In the event of Subtenant’s failure to remove any of Subtenant’s
property from the Subleased Premises, Sublandlord is hereby authorized, without
liability to Subtenant for loss or damage thereto, and at the sole risk of
Subtenant to remove and store any of such property at Subtenant’s expense or to
retain the same under Sublandlord’s control or to sell by public or private
sale, without notice, any or all of the property not so removed and to apply
the net proceeds of such sale to the payment of any sums due 



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hereunder, or to destroy such property.  None of Subtenant’s obligations contained
herein shall be deemed to obligate Subtenant for fulfilling Sublandlord’s
obligations under Section 9.9 of the Lease.


(d)  In addition to the indemnification
obligations set forth in Section 9.5 of the Lease, to indemnify, defend and
hold Sublandlord harmless from and against any claim to the extent arising out
of or in connection with Subtenant’s use of the Subleased Premises, or any
furniture or equipment provided therewith, or the conduct of its business or
from any activity, work or thing done, permitted or suffered by Subtenant on or
about the Subleased Premises, arising from any breach of Subtenant’s
obligations hereunder, and from any claim for injury or damage to any person or
property while on or about the Subleased Premises; except to the extent
resulting from or caused by the negligence or misconduct of Sublandlord or
Sublandlord’s employees, contractors, agents or invitees.


(e) To use the Subleased
Premises only for the permitted uses set forth in Section 9.1 of the Lease.


8.             Sublandlord Covenants.  Sublandlord hereby covenants as follows:


(a)   Sublandlord shall indemnify, defend and hold
Subtenant harmless (i) from and against any and all claims to the extent
arising out of or in connection with Sublandlord’s use of the Subleased
Premises or the Premises, or the conduct of its business or from any activity,
work or thing done, permitted or suffered by Sublandlord on or about the
Subleased Premises or the Premises, or arising out of the failure of the
Sublandlord, its agents, contractors or employees to perform any covenant, term
or conditions of this Sublease or the Lease to be performed by Sublandlord
hereunder or thereunder, provided that this indemnification shall not apply to
any such claims that are due to or arise out of the negligence or misconduct of
Subtenant, its agents, contractors, employees or invitees and (ii) for all
claims, damages and causes of action for which Landlord indemnifies Sublandlord
as tenant under the Lease.



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(b)   Sublandlord shall within a reasonably prompt
time period give Subtenant a copy of any notice of default or termination
notice relating to the Subleased Premises given by Sublandlord or Landlord to
the other.  In addition, Sublandlord
covenants and agrees that it has provided Subtenant with all prior notices and
rules and regulations received by Sublandlord with respect to the Subleased
Premises that affect Subtenant’s operations under this Sublease.


(c)    Throughout the term of this Sublease,
Sublandlord shall fulfill its obligations to make  payment of all rent and other charges due to
Landlord under the Lease, and agrees not to do or suffer or permit anything to
be done to the extent that it would result in a default under or cause the
Sublease or the Lease to be terminated or forfeited.  Sublandlord shall not voluntarily terminate
the Lease or do or fail to do anything to the extent that it would result in
the termination of the Lease or the Sublease or which will increase Subtenant’s
obligations to Sublandlord or Landlord. 
Sublandlord shall not amend the Lease, to the extent that it would
adversely change Subtenant’s tenancy under the Sublease or Subtenant’s use of
the Subleased Premises, without the prior written approval of Subtenant, which
Subtenant shall not unreasonably withhold, condition or delay.  Sublandlord shall indemnify and hold
Subtenant harmless from and against any and all claims, liabilities, losses,
damage, demands, expenses for breach or default on the part of the Sublandlord
hereunder which causes the Sublease or Lease to be terminated or forfeited.


(d)  Sublandlord
represents and warrants that it has full power and authority to enter into this
Sublease, subject to the consent of the Landlord.  Sublandlord covenants that Subtenant shall
and may peacefully and quietly have, hold and enjoy the Subleased Premises for
the Term, free from any interference or hindrance by Sublandlord, or by any
person claiming by, 



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through, or under Sublandlord, but subject to the
exceptions, reservations and conditions hereof.


9.             Condition and Alterations of the Subleased Premises.  By its execution hereto, Subtenant
acknowledges that:


(a)  Subtenant has inspected the
Subleased Premises, and the furniture and other equipment listed in Exhibit C
attached hereto, and accepts the same “AS IS”.  Subtenant hereby acknowledges that any
furniture and any other equipment are being provided to Subtenant at no cost
under this Sublease, and that, as such, Sublandlord makes no representations or
warranties regarding any furniture or equipment as part of this Sublease, and
that any failure regarding any of the foregoing shall not entitle Subtenant to
any rent reduction, abatement, self-help or right to offset or terminate the
Sublease.  Sublandlord shall have no
obligation or duty to Subtenant regarding the preparation of the Subleased
Premises for occupancy of Subtenant except that Sublandlord shall deliver the
Subleased Premises to Subtenant in broom clean condition.  To the best of Sublandlord’s knowledge and
belief  as of the date of this Sublease (i)
the Subleased Premises, the electrical, mechanical,
plumbing, heating, ventilating, air-conditioning and sewage disposal systems
within the Building which service the Subleased Premises are in good working
order, provided the foregoing statement shall not be construed as any type of
warranty by Sublandlord that such systems shall remain in such condition for
any duration of time, (ii) the Subleased Premises are free of any hazardous
materials and/or toxic substances (including asbestos) in the Building in any
concentration that would be reportable (or would require remediation) under any
applicable laws, codes, ordinances and regulations, and (iii) the Subleased
Premises comply with the ADA.  Sublandlord hereby approves the removal of the
existing demising wall within the Subleased Premises by Subtenant, and
Sublandlord shall diligently pursue Landlord’s approval thereof
contemporaneously with Landlord’s approval of this Sublease.



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(b)  Notwithstanding any provisions of the Lease
or this Sublease to the contrary, neither Landlord nor Sublandlord shall have
any obligations to perform any tenant improvements or to provide Subtenant with
any tenant improvement allowance in connection with the Subleased Premises.


(c)  In the event Subtenant desires to make
alterations and improvements to the Subleased Premises, Subtenant shall obtain
the prior written consent of Sublandlord and Landlord, which consent shall not
be unreasonably withheld or delayed by Sublandlord in accordance with the
provisions of the Lease.


10.           Estoppel Certificate.  Subtenant agrees, from time to time, upon:
(i) not less than five (5) business days prior written request by either
Sublandlord or Landlord if such request is made for the benefit of the
Landlord, and (ii) not less than ten (10) business days prior written request
by Sublandlord if such request is made for the benefit of Sublandlord, to
execute, acknowledge and deliver to Sublandlord and/or Landlord a statement in
writing, addressed to such party as either Sublandlord or Landlord shall
designate in its notice to Subtenant, certifying that this Sublease is
unmodified and in full force and effect and that Subtenant has no defenses,
offsets or counterclaims against its obligations to pay the Annual Rent,
Subtenant’s Share of the Operating Cost Escalation and Subtenant’s Share of the
Real Estate Tax Escalation and to perform its other covenants under this
Sublease (or, if there have been any modification, that the same is in full
force and effect as modified and stating the modifications and, if there are
any defenses, offsets, counterclaims or defaults, setting them forth and in
reasonable detail), the dates to which the Annual Rent, Subtenant’s Share of
the Operating Cost Escalation and Subtenant’s Share of the Real Estate Tax
Escalation have been paid, a statement that Sublandlord is not in default
hereunder (or if in default, the nature of such default, in reasonable detail),
and any additional information reasonably requested by either Sublandlord or
Landlord, any such statement delivered pursuant to this Section 8 may be relied
upon by any prospective purchaser or mortgagee of the Subleased Premises.



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11.           Lease.


(a)  Sublandlord represents and warrants  to Subtenant that attached hereto as Exhibit B is a
true and complete copy of the Lease as of the date of this Sublease including
any amendments thereto, that the Lease is in full force and effect, that Sublandlord
has not received a notice of default or a notice of termination, and that
Sublandlord is not aware of any default by Landlord or Sublandlord under the
Lease.  Subtenant represents to
Sublandlord that it has read the Lease and understands and accepts the terms
and conditions thereof.


(b)  Except as may be inconsistent with the terms
hereof, all of the terms, provisions, covenants and conditions contained in the
Lease are incorporated herein by reference and are made a part of this Sublease
with the same force and effect as if Sublandlord were the Landlord under the
Lease and Subtenant were the Tenant thereunder from and after the commencement
of the Term, and, in case of any breach of this Sublease by Subtenant,
Sublandlord shall have all of the rights and remedies against Subtenant as
would be available to Landlord against Tenant under the Lease if such breach
were made by the Tenant thereunder. 
Further, any references in the Lease to the “Premises” shall mean and be
the “Subleased Premises.”


(c)  Subtenant shall not do anything which would
cause the Lease to be terminated or forfeited, and Subtenant shall indemnify
and hold  harmless from and against any
and all claims, liabilities, losses, damage, demands, expenses (including
without limitation reasonable attorney’s fees), actions and causes of action of
any kind whatsoever by reason of any breach or default on the part of Subtenant
hereunder by reason of which the Lease may be terminated or forfeited.  If the Lease terminates or is forfeited as a
result of a default or breach of Subtenant under this Sublease and/or the 



 11
 









 


Lease, Subtenant shall be liable to the Sublandlord
for the direct damages suffered as a result of such termination; provided,
however, Subtenant shall not be liable to Sublandlord for any indirect, special
or consequential damages, including business interruption or lost profits.


(d)  Notwithstanding anything contained herein to
the contrary, the following provisions of the Lease are excluded from this
Sublease, and Subtenant shall have no right or obligation under this Sublease
or the Lease to exercise any rights or obligations contained in  any of the following provisions of the Lease without the
prior written consent of Sublandlord and Landlord (which consent may be granted
or withheld for any reason in Sublandlord’s or Landlord’s sole and absolute
discretion):


(i)                     The portions of the Section 2.3(a)
granting Tenant an option to lease the Covered Spaces;


(ii)                  Section 2.4;


(iii)               Section 2.5;


(iv)              Section 3;


(v)                 Section 4.3;


(vi)              Section 7;



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(vii)         Section
13.7;


(ix)                Section 13.9;


(x)                   Section 13.11


(xi)                The second to last sentence of Section 13.12;


(xii)             Section 13.13; and


(xiii)          Section
15.


(e)   This Sublease is separate from and
subordinate to the Lease, and Sublandlord shall not be liable for any act or
failure to act caused by the default of Landlord under the Lease.


(f)    So long as Subtenant shall not be in default
under the terms and conditions of this Sublease, and subject to the terms and
conditions of this Sublease, Subtenant shall have all of the rights of
Sublandlord under the Lease with respect to the Subleased Premises.


(g)   Notwithstanding anything hereunder to the
contrary, the only services or rights to which Subtenant is entitled hereunder
are those to which Sublandlord is entitled under the Lease and for all such
services and rights Subtenant shall look to Landlord under the Lease, and
Sublandlord shall have no 



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obligation to supply any such services or perform any
other obligation of Landlord.


(h) Rent shall not abate
under this Sublease, for or on account of any failure by Landlord to perform
the obligations and duties imposed on it under the Lease; provided, however, in
the event that Sublandlord is entitled to abatement of rent under the Lease
pursuant to the provisions thereof, then Subtenant shall be entitled to pro
rata share of an abatement of rent due under this Sublease as Sublandlord is
entitled to such abatement under the Lease.


(i)    Notwithstanding anything herein to the
contrary or any right acquired pursuant hereto, the Subtenant shall not limit,
interfere with or restrict in any way Sublandlord’s using or further dividing
or subletting to any third party(ies), any of the other space leased by
Sublandlord under the Lease, in whole or in part(s); provided that any such
use, division or subletting of the Premises shall not adversely effect
Subtenant’s use of the Subleased Premises or its rights hereunder.


12.           Assignment and Subletting, Consent to Sublease.


(a)  Except for Permitted Transfers (defined
below),  Subtenant shall not assign any of its
right, title or interest in and to this Sublease or sublet any portion of the
Subleased Premises without the prior written consent of Landlord and
Sublandlord; such consent shall not be unreasonably withheld, conditioned or
delayed.  Any proposed assignment or
sublease shall be subject to the assignment and sublease terms and conditions
in the Lease.  Further, any profits
derived from a sublease, excluding Permitted Transfers, shall be split between
Sublandlord and Subtenant on a 50/50 basis after first deducting all reasonable
transaction costs.



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Notwithstanding any other
provision of this Sublease or the Lease, Subtenant may assign its entire
interest under this Sublease or sublease all or a portion of the Subleased
Premises to an Affiliate (as defined below) with Landlord’s or Sublandlord’s
consent (such transfer being a “Permitted Transfer”).  For purposes of this Sublease, “Affiliate”
shall mean an entity which controls, is controlled by, or is under common
control with, Subtenant, including but not limited to successors to Subtenant
by merger, consolidation or sale of all or substantially all of Subtenant or
any division of Subtenant which is a separate legal entity. No Permitted
Transfer will relieve Subtenant from Subtenant’s obligations and agreements
under this Sublease and Subtenant will continue to be liable to the same extent
as though no assignment of the Sublease had been made.


(b)   This Sublease shall not be effective until
executed and delivered by Sublandlord and Subtenant and consented to by
Landlord, which consent shall include a recognition, attornment and
nondisturbance agreement reasonably acceptable to Subtenant.  Promptly following the execution and delivery
of this Sublease by Sublandlord and Subtenant, Sublandlord shall submit this
Sublease to Landlord and shall use reasonable efforts to diligently pursue
Landlord’s consent.  Subtenant hereby
agrees that it shall cooperate in good faith with Sublandlord in the
procurement of the consent.    In the
event that Landlord refuses to consent to this Sublease or fails to consent to
this Sublease within thirty (30) days from the date of this Sublease, then
Subtenant shall have the right, exercisable at any time until Landlord’s
consent is obtained, to terminate this Sublease upon written notice to
Sublandlord.


13.           Broker.  Each of the parties hereto represents and
warrants to the other that it has not dealt with any broker other than Richards
Barry Joyce & Partners and CB Richard Ellis in connection with the
negotiation and approval of this Sublease. 
Sublandlord shall be responsible for any fees or claims for fees payable
to or asserted by such broker and each party shall indemnify and hold harmless
the other against any claim for brokerage fees based upon facts inconsistent
with the foregoing.



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14.           Insurance.  Subtenant shall provide insurance amounts of
$1 million/ $2 million, and both Sublandlord and Landlord shall be named as
additional insureds on all policies required to be carried by Subtenant.  Certificates of Insurance evidencing
Subtenant’s insurance coverage shall be deposited with Sublandlord.


15.           Security
Deposit.  Subtenant shall not be
required to provide a security deposit to Sublandlord.  Subtenant hereby acknowledges and agrees that
any and all existing security deposits paid by Sublandlord to the Landlord,
pursuant to the Lease, shall remain the property of Sublandlord, and Subtenant
hereby waives any right thereto.


16.           Notices.  All notices required or permitted hereunder
shall be in writing and shall be deemed duly served if and when delivered by
hand or by a nationally-recognized overnight delivery service or mailed by
registered, certified or express mail, postage prepaid, return receipt
requested, and addressed:


 


	
  If to Sublandlord:      

  	
   

  	
  NMS Communications Corporation

  
	
   

  	
   

  	
  100 Crossing
  Boulevard

  
	
   

  	
   

  	
  Framingham, MA
  01702

  
	
   

  	
   

  	
  Attn: CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
  NMS Communications Corporation

  
	
   

  	
   

  	
  100 Crossing
  Boulevard

  
	
   

  	
   

  	
  Framingham, MA
  01702

  
	
   

  	
   

  	
  Attn: VP &
  General Counsel

  



 



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  If to Subtenant:

  	
   

  	
  Genzyme Corporation

  
	
   

  	
   

  	
  MetroWest Place

  
	
   

  	
   

  	
  15 Pleasant
  Street Connector

  
	
   

  	
   

  	
  Framingham, MA
  01701

  
	
   

  	
   

  	
  Attention: Henry
  Fitzgerald

  
	
   

  	
   

  	
  With a copies
  to:

  
	
   

  	
   

  	
  Genzyme
  Corporation

  
	
   

  	
   

  	
  500 Kendall
  Street

  
	
   

  	
   

  	
  Cambridge,
  Massachusetts 02142

  
	
   

  	
   

  	
  Attn: Bob
  Hesslein, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Edwards Angell
  Palmer & Dodge

  
	
   

  	
   

  	
  111 Huntington
  Avenue

  
	
   

  	
   

  	
  Boston,
  Massachusetts 02199

  
	
   

  	
   

  	
  Attn: Thomas G.
  Schnorr, Esq

  



 



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Any person named
in this Section 16 may change the address for notices by written notice sent to
each of the persons at the addresses as set forth herein.


17.           Severability.  If any provision of this Sublease shall to
any extent be determined by any court of competent jurisdiction to be invalid
or unenforceable for any reason, the parties agree to amend this Sublease so as
to effectuate the original intent of Sublandlord and Subtenant.


18.           Entire
Agreement; Amendment.  This Sublease
is the entire agreement between the parties relating to the sublease of the
Subleased Premises.  This Sublease may
not be amended, altered or modified except by instrument in writing and
executed by Sublandlord and Subtenant.


19.           Governing
Law.  This Sublease shall be given by
and construed in accordance with the laws of the Commonwealth of Massachusetts.


20.           Binder
and Inure.  This Sublease shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns.


21.           Additional
Provisions.


(a) Signage.  Subtenant shall have the right and
Sublandlord shall notify the Landlord to add the Subtenant to a tenant
directory in the lobby of the Building described in the Lease.  Sublandlord shall be responsible for any
costs relating to the signage provided on the lobby directory as well as the
entrance of Subtenant’s suite.  Subtenant
will also be entitled at Sublandlord’s expense to affix signage identifying the
Subtenant’s corporate name to the glass of the Sublease Premises next to the
door to the Subleased Premises, 



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subject to any Landlord approval’s required under the
Lease  which approval, Sublandlord shall use
reasonable efforts diligently obtain. 
Further, Subtenant, at Subtenant’s cost, shall have the right to install
and remove interior and exterior signage throughout the Term of this Sublease,
subject to Sublandlord’s consent, which shall not be unreasonably withheld,
conditioned or delayed, and Landlord’s consent, which shall be granted in
accordance with the terms of the Lease, and subject to the terms and provisions
of the Lease.


(b) Option to Extend.   Notwithstanding any provision to the
contrary in the Lease, Subtenant is not granted any options to extend this
Sublease.


(c) Notwithstanding any
provision to the contrary in the Lease, the Subtenant is contemplating the
installation of wiring for telephone or computers, and Subtenant hereby
acknowledges and agrees that Subtenant shall be responsible at its own cost for
the purchase,  installation and removal
of any telephone or computer wiring Subtenant requires for use of the Subleased
Premises, provided such removal obligation shall only apply to wiring which
Subtenant installs or has installed to the Subleased Premises or Building.  Any wiring installed by or for the Subtenant
is subject to the Subtenant complying with all requirements and procedures in
the Lease relating to any wiring, including, but not limited to, acquiring all
prior written approvals required from the Sublandlord, Landlord and government
entities relating thereto. Subtenant will not be required to remove any
alterations or improvements made by Sublandlord or to otherwise restore the
Subleased Premises or the Premises or remove Sublandlord’s property, fixtures,
equipment, installations or improvements from the Subleased Premises or the
Premises.  If Sublandlord is required
under the Lease to remove any such alterations or improvements or otherwise
restore the Subleased Premises, Subtenant shall permit Sublandlord access to
the Subleased Premises for a reasonable period of time, subject to such
conditions as Subtenant may reasonably impose, for the purpose of evaluating
removal of such alterations and improvements and evaluating the restoration of
the Subleased Premises as required by the Lease.



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(d)  Key Cards.  The Subtenant shall provide to the
Sublandlord the names and any other information indicated by Sublandlord as
necessary for including into its electronic key card system employees and other
personnel, which Subtenant desires to give electronic access to the Subleased
Premises.  The Sublandlord shall include
the information in the key card system used by the Sublandlord for purposes of
accessing the Subleased Premises, provided Sublandlord shall not be obligated
to issue any more than thirty (30)  cards at any
given time  The Sublandlord makes no
express or implied representations or warranties regarding the key card system,
and the Subtenant hereby acknowledges and agrees that the system and related
use is being provided on an “AS-IS” basis solely as a courtesy to
Subtenant.  Subtenant shall have the
right to notify Sublandlord to remove Sublandlord’s electronic key card system
at any time during the Term of the Sublease. 
Upon receipt of notice from Subtenant regarding the removal of the
electronic key card system, Sublandlord shall remove the electronic key card
system in a reasonable amount of time. 
Subtenant shall have the right to install, in a good and workmanlike
manner and at Subtenant’s sole cost and expense, and use a security and access
system of Subtenant’s choosing.  Notwithstanding
any of the foregoing, Subtenant is, and shall at all times remain, solely
responsible for the security of the Subleased Premises and any personnel,
information, equipment or property therein. 
In no event shall any of the foregoing be construed as Sublandlord’s
assuming any responsibility or liability for any security of the Subleased
Premises or any personnel, information, equipment or property therein.  The Subtenant hereby agrees that the
Subtenant shall be solely responsible for any abuse or misuse of the key card
system by any of Subtenant’s employees or personnel or former employees or
personnel.  Although under no obligation
to do so, the Sublandlord hereby 



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reserves the right in its sole discretion to, at any
time upon five (5) days notice, replace the key card system(s) described herein
with any other key card system.


(e) Security
System.  Subtenant shall have the right
to provide and install, in a good and workmanlike manner and at Subtenant’s
sole cost and expense, a security system in the Subleased Premises, including
but not limited to, security officer coverage and system components of
Subtenant’s choosing, including but not limited to, electronic door strikes,
door contacts, exit sensors, card readers (which may be mounted immediately
outside the Sublease Premises in the common areas) for Subtenant’s exclusive
use, motion detectors, glass break detectors and other similar security systems
and methods to protect the Subleased Premises in accordance with Subtenant’s
corporate security standards; provided, however, that card readers in the
common areas shall not interfere with the other tenant’s use of access rights
to their respective premises and to the common areas.


(f)  Entry to
the Subleased Premises.  Notwithstanding
anything to the contrary in the Lease or this Sublease, Sublandlord and
Landlord shall have the right to enter the Subleased Premises only: (i) after
reasonable prior written notice to Subtenant, (ii) at times reasonably
acceptable to Subtenant, and (iii) with the accompaniment of Subtenant or its
agent.  Notwithstanding the foregoing, in
the case of an emergency, Sublandlord and Landlord shall use reasonable efforts
to promptly notify Subtenant of any entry onto the Subleased Premises.  In light of the confidential materials
Subtenant intends to maintain at the Subleased Premises, Landlord and
Sublandlord shall keep confidential the materials and information Subtenant
maintains at the Subleased Premises.


(g) 
Parking.  Subtenant shall have the
right, appurtenant to the Subleased Premises, and Sublandlord hereby grants to
Subtenant the right to use thirty (30) parking spaces in the Leasehold Parking
Area (as defined in the Lease), pursuant to and subject to the terms and
conditions of the Lease.


(h) 
Consents.  Sublandlord shall use
reasonable efforts and cooperate with Subtenant in obtaining Landlord’s consent
when required pursuant to this Sublease or the Lease.  When Sublandlord’s consent is required 


 



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under the terms of this Sublease, Sublandlord shall
not unreasonably withhold, condition or delay its consent.


(i)   If Sublandlord shall at any time default in the performance of any
obligation under the Sublease, Subtenant shall have the right, but shall not be
obligated, to perform such obligation notwithstanding the fact that no specific
provision for such substituted performance by Subtenant may be made in this
Sublease.  Prior to Subtenant’s
performing such obligation of the Sublandlord, Subtenant shall provide
Sublandlord notice in accordance with Section 16 of this Sublease and provide
Sublandlord a reasonable opportunity to perform such obligation.  In performing such obligation, Subtenant may
make any payment of money or perform any other act.  Subtenant shall be entitled to an immediate
credit against the rent and other charges payable hereunder in an amount equal
to the costs and expenses incurred by Subtenant in rectifying Sublandlord’s
defaults as aforesaid (or, in the case of Sublandlord’s failure to make any
required payments under the Lease, the amount of any such due and unpaid
sum).  Subtenant may exercise the
foregoing rights without waiving any other of its rights or releasing
Sublandlord from any of its obligations under this Sublease.


EXECUTED as a Massachusetts instrument under seal as
of the date first herein above set forth.


	
  

  	
  SUBLANDLORD:

  
	
   

  	
  NMS COMMUNICATIONS CORPORATION

  
	
   

  	
  By:

  	
  /s/ Herbert Shumway

  
	
   

  	
  Name:

  	
  Herbert Shumway

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  



 



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  SUBTENANT

  
	
   

  	
   

  	
   

  
	
   

  	
  GENZYME CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mike Wyzga

  
	
   

  	
  Name:

  	
  Mike Wyzaga

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief Financial Officer

  



 


EXHIBITS:


Exhibit A -                                        Floor
Plans of the Subleased Premises


Exhibit B -                                          Lease


Exhibit C-                                             Furniture/Equipment
Inventory



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