**Exhibit 10.11.2**

**SECONDAMENDMENT OF LEASES**

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

## 1.             **BACKGROUND**

Reference is made to thefollowing:

1.1           ***Amendment of Leases:***  An Amendment of Leases dated December 17,2004 by and between Landlord and Tenant (“Amendment of Leases”).  The Amendment of Leases amends two leases(collectively “Leases”) between the parties, one of the Leases (“Building 600Lease”) relating to premises located in Building 600/650/700 (“Building 600”),One Kendall Square, Cambridge, Massachusetts, and the other of the Leases (“Building1400 Lease”) relating to premises located in Building 1400 (“Building 1400”),One Kendall Square, Cambridge, Massachusetts. Any capitalized terms used in this Second Amendment of Leases shall havethe same definitions as set forth in the Amendment of Leases, except to theextent otherwise expressly set forth herein.

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

1.3           ***PremisesB:***  Premises B consists ofportions of the lower level, the second (2nd) floor, the third (3rd) floor and the fourth (4th) floor of Building 1400, all as moreparticularly defined in the Amendment of Leases.  For the purposes of this Second Amendment ofLeases, the Premises B defined in the Amendment of Leases are hereinafterreferred to as “Existing Premises B”. The term of the Building 1400 Lease in respect of  Existing Premises B expires as of December24, 2006, unless Tenant exercises its option to extend the term thereof inaccordance with the Amendment of Leases.

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

1.5           ***Extended Term Portions ofPremises C:*** Notwithstanding the fact that the term of the Building 1400 Lease inrespect of Premises C expires as of July 24, 2005, Tenant desires to extend theterm of the Building 1400 Lease in respect of the following portions (“ExtendedTerm Portions of Premises C”) for an additional period commencing as of July25, 2005 and expiring as of December 24, 2006:

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

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

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

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

NOW THEREFORE, forgood and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereby agree that the Building 1400 Lease, aspreviously amended, is hereby further amended as follows:

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

The term of theBuilding 1400 Lease in respect of the Extended****TermPortions of Premises C are hereby extended for an additional term commencing asof July 25, 2005 and ending as of December 24, 2006.  The demise of the Extended Term Portions ofPremises C shall be upon all of the same terms and conditions of the Building1400 Lease applicable to Premises B.  TheExtended Term Portions of Premises C are hereby incorporated into and made apart of Premises B, and Tenant shall have the same rights and obligations withrespect to the Extended Term Portions of Premises C as Tenant has with respectto Premises B, including but not limited to, extension options, terminationright and rights of first refusal.  TheBase Rent payable in respect of the Extended Portions of Premises C is includedin the Base Rent payable in respect of Premises B, as set forth in Section 4below.  Except as provided herein, theBuilding 1400 Lease in respect of Premises C terminated as of July 24, 2005.

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

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

4.             **REVISED DEFINITION OFPREMISES B**

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

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

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

(2)           A portion of the second (2nd) floor of Building 1400, containing14,219 square feet of space, as shown on Exhibit A, Sheet 1 attached to thisSecond Amendment of Leases.

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

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

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

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

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

For purposes of determining Tenant’s Proportionate CAOLot Share and Tenant’s Proportionate Building Shares the parties hereby confirmand agree that the square footage of space included in the Complex and each ofthe Buildings is as follows:
|        | Building 600:  | 224,803 square feet |
|--------|----------------|---------------------|
|   | Building 1400: | 133,077 square feet |
|   | Complex:       | 650,681 square feet |

 

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Asherein amended, the Leases are ratified, approved and confirmed in allrespects.

EXECUTED under seal as of the date first above written.
| LANDLORD:                             | TENANT:                   |
|---------------------------------------|---------------------------|
| ONE KENDALL  SQUARE                   | GENZYME CORPORATION, a    |
| ASSOCIATES, LLC,                      | Massachusetts Corporation |
| a Delaware  limited liability company |                      |

 

By:                              OneKendall SquareMezzanine, LLC,its sole member

By:                              OneKendall Square Investors, LLCits sole member

By:                              Lincoln-OneKendall Square, LLCits administrative member
| By:          | /s/ W. Frank  Cofer         |   | By:          | /s/ Michael S. Wyzga                  |
|--------------|-----------------------------|--------|--------------|---------------------------------------|
|         | Name:  W. Frank Cofer  |   |         | Name:  Michael  S. Wyzga         |
|         | Title:  Vice President |   |         | Title:  Chief  Financial Officer |
|         | Hereunto Duly  Authorized   |   |         | Hereunto Duly Authorized              |
|         |                        |
| Date Signed: | 12/28/05                    |   | Date Signed: | 12/20/05                              |
|              |                             |        |              |                                       |  |  |

 

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**SECOND AMENDMENTOF LEASESEXHIBIT A, SHEET 1**

**SECOND FLOOR(EXISTING PREMISES B ANDEXTENDED TERM PORTION OF PREMISES C)**

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**SECOND AMENDMENTOF LEASESEXHIBIT A, SHEET 2**

**FOURTH FLOOR(EXTENDED TERM PORTION OF EXHIBIT CANDDELETED PORTION OF PREMISES B**

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**SECOND AMENDMENTOF LEASESEXHIBIT A, SHEET 3**

**FIFTH FLOOREXTENDED TERM PORTION OF PREMISES C**

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