**Exhibit 10.11.1**

**AMENDMENTOF LEASES**

This Amendment ofLeases (this “Amendment”) is made as of this 17th day of December 2004 by andbetween One Kendall Square Associates, LLC (“Landlord”) and Genzyme Corporation(“Tenant”).

## **1.             BACKGROUND.**

Reference is made to thefollowing:

1.1           ***Building 600 Lease***

·                  Alease dated December 20, 1988 by and between One Kendall Square Associates,successor-in-interest to One Kendall Realty Trust, as Lessor, with respect topremises located at Building 600/650/700, One Kendall Square, Cambridge,Massachusetts (“Building 600”), as amended and affected by those instrumentsreferenced on Exhibit A-1 (collectively the “Building 600 Lease”).

·                  Theterm of the Building 600 Lease expires as of July 24, 2005.

·                  Thepremises (“Building 600 Premises”) presently demised under the Building 600Lease consist of 103,760 rentable square feet, are shown on Exhibit B-1,Amendment of Leases, Sheets 1, 2 and 3, as follows:

(1)           A portion of the fourth (4th) floor ofBuilding 600, containing 20,898 square feet

(2)           A portion of thebasement level of Building 600, containing 4,914 rentable square feet

(3)           A portion of the fourth (4th) floorof Building 600, containing 14,076 rentable square feet

(4)           Portions of the fourth (4th) and fifth(5th) floorsof Building 600, containing in the aggregate, 63,872 rentable square feet

·                  Tenanthas the right to use 104 parking spaces in the parking garage (“Garage”) basedupon its demise of the Building 600 Lease.

1.2           ***Building 1400 Lease.***

·                  Alease dated December 20, 1988 by and between One Kendall Square Associates,successor-in-interest to One Kendall Realty Trust, as Lessor, with respect topremises located at Building 1400, One Kendall Square, Cambridge, Massachusetts(“Building 1400”), as amended and affected by those instruments referenced onExhibit A-2 (collectively the “Building 1400 Lease”).  The Building 600 Lease and the Building 1400Lease are sometimes collectively hereinafter referred to as the “Leases”.

·                  Theterm of the Building 1400 Lease expires as of July 24, 2005.

1

----

·                  Thepremises (“Building 1400 Premises”) presently demised under the Building 1400Lease consist of 100,802 rentable square feet, as follows:

***Suite501***:

A portion of the fifth (5th) floor of Building 1400,containing 16,556 rentable square feet, known as Suite 501, as outlined onExhibit B-2, Sheet 5, Amendment of Leases, a copy of which is attachedhereto and incorporated by reference herein.  Tenant has the right to use 16 parking spaces in the Garage based uponits demise of Suite 501.

***Premises B***:

Areas containing 38,320 rentable square feet, as shownon Exhibit B-2, Sheets 1, 2, 3, 4, 5, 6 and 7, Amendment of Leases, as follows:

(1)           Aportion of the lower level of Building 1400, containing 3,869 square feet ofspace

(2)           A portion of the second (2nd) floor of Building 1400,containing 10,614 square feet of space

(3)           A portion of the third (3rd) floor of Building 1400,containing 18,604 square feet of space

(4)           A portion of the fourth (4th) floor of Building 1400,containing 5,233 square feet of space

Tenant has the right touse 39 parking spaces in the Garage based upon its demise of Premises B.

***Premises C***:

Areas containing 45,926rentable square feet, as shown on Exhibit B-2, Sheets 1, 2, 3, 4, 5, 6 and 7,Amendment of Leases, as follows:

(1)           A portion of the first (1st) floor of Building 1400,containing 4,703 square feet of space

(2)           A portion of the second (2nd) floor of Building 1400,containing 3,605 square feet of space

(3)           A portion of the third (3rd) floor of Building 1400,containing 7,501 square feet of space

2

----

 

(4)           A portion of the fourth (4th) floor of Building 1400,containing 20,640 square feet of space

(5)           A portion of the fifth (5th) floor of Building 1400,containing 9,477 square feet of space

Tenant has the right touse 44 parking spaces in the Garage based upon its demise of Premises C, i.e.,1 parking space per 1,000 rentable square feet of Premises C (“Parking Ratio”)

1.3           ***Premises A***.  **Premises A**consists of the Building 600 Premises and Suite 501.  The parties desire to extend the term of theLeases, so far as they relate to Premises A for an additional term commencingas of July 25, 2005 and expiring as of December 24, 2006.

1.4           ***Premises B***.  The parties desire to extend the term of theBuilding 1400 Lease, so far as it relates to Premises B for an additional termcommencing as of July 25, 2005 and expiring as of December 24, 2006.

1.5           ***Premises C***.  Tenant desires that it be granted an optionto extend the term of the Building 1400 Lease, so far is relates to Premises C(or a portion thereof) for an additional term commencing as of July 25, 2005and expiring as of July 24, 2012.

1.6           ***Complex:*** “Complex”,as used in this Amendment of Leases, shall be defined as all of Building 600,all of Building 1400, all of the other buildings, and the Common Areas servingsuch buildings, all located on the land (“Land”) shown outlined on Exhibit E.

NOW THEREFORE, the parties hereby agree that the above-referencedleases, as previously amended (collectively, the “Leases”), are hereby furtheramended as follows:

2.                                                                                       **PREMISES A**

2.1           ***Extension of Term of Leasein respect of Premises A***. The terms of the Leases in respect of Premises A are hereby extended foran additional period commencing as of July 25, 2005 and terminating as ofDecember 24, 2006.  Said additional termshall be upon the terms and conditions of the Leases applicable to Premises Ain effect immediately preceding the commencement of such additional term(including, without limitation, Tenant’s obligation to pay Tenant’sProportionate CAO Lot Shares, Tenant’s Proportionate Building Shares, Tenant’sProportionate Shares of Taxes and Tenant’s obligation to pay for utilities),except as follows:

(1)           The annual Base Rentduring the Premises A shall be Three Million Six Hundred Nine Thousand FourHundred and 00/100 ($3,609,480.00) Dollars (i.e., a monthly payment of$300,790.00) based upon an annual rental rate of $30.00 per rentable 

3

----

squarefoot of Premises A), plus the annual fair rental value of Tenant’s parkingspaces (i.e. 104 spaces) in respect of Premises A, as the same may be adjustedfrom time to time.  The parties herebyacknowledge and agree that, as of the Execution Date of this Amendment ofLeases, the monthly parking rate is $20,800.00 (i.e. based upon a monthly rateof $200.00 per space per month)

(2)           In the event thatany of the provisions of the Leases are inconsistent with this Amendment or thestate of facts contemplated hereby, the provisions of this Amendment shallcontrol.

2.2           ***Tenant’s Extension Optionsin respect of Premises A***. 

(1)           ***Tenant’s Options***.   On the condition, which condition Landlordmay waive, at its election, by written notice to Tenant at any time, thatTenant is not in material default of its covenants and obligations under theLeases beyond any applicable notice and cure period, both at the time thatTenant gives an Premises A Extension Exercise Notice, as hereinafter defined,to Landlord, and as of the commencement of the Extension Term in question,Tenant shall have the following options to extend the term of the Leases inrespect of Premises A: (x) one (1) additional term (“First Extended Term”) withrespect to all of Premises A of three (3) months (the First Additional Termcommencing as of December 25, 2006 and expiring as of March 24, 2007), (y) ifTenant timely and properly exercises its option to extend the term of the Leasein respect of Premises A for the First Extended Term, then Tenant shall havethe right to extend the term of the Leases in respect of a second additional term(“Second Extended Term”) with respect to all of Premises A of three (3) months(the Second Additional Term commencing as of March 25, 2007 and expiring as ofJune 24, 2007), and (z) if Tenant timely and properly exercises its option toextend the term of the Lease in respect of Premises A for both the FirstExtended Term and the Second Extended Term, then Tenant shall have the right toextend the term of the Building 1400 Lease with respect to Suite 501 only foran additional term (“Third Extended Term”) of five (5) years (the ThirdExtended Term commencing as of June 25, 2007 and expiring as of June 24,2012.  Tenant shall have no right toextend the terms of the Leases in respect of all or a portion of Premises A, exceptas provided in this Section 2.2(1).

(2)           ***Option Exercise Procedures***.   Tenant may exercise its right to extend theterm of the Leases in respect of Premises A for the First Extended Term bygiving written notice (“Premises A Exercise Notice”) to Landlord on or beforeJune 24, 2006.  If Tenant has timely andproperly exercised its option to extend the term of the Leases in respect ofPremises A for the First Extended Term, Tenant may exercise its right to extendthe term of the Leases in respect of Premises A for the Second Extended Term bygiving a Premises A Exercise Notice to Landlord on or before September 24,2006.  If Tenant has timely and properlyexercises its option to extend the term of the Leases in respect of Premises Afor the First Extended Term and the Second Extended Term, then Tenant mayexercise its right to extend the term of the Building 1400 Lease in respect ofSuite 501 only for the Third Extended Term by giving Landlord Premises AExercise Notice on or 

4

----

before December24, 2006. Tenant may, at Tenant’s sole election, exercise its option to extendthe term of the Leases in respect of Premises A for the First Extended Term andthe Second Extended Term simultaneously and provide Landlord with writtennotice thereof in a single Premises A Exercise Notice.  Tenant may exercise its right to extend theterm of the Building 1400 Lease in respect of Suite 501 only for the ThirdExtended Term by giving Landlord Premises A Exercise Notice on or beforeDecember 24, 2006.   If Tenant failstimely to give a Premises A Exercise Notice as provided herein, Tenant shallhave no further right to extend the term of the Leases in respect of anyportion of Premises A, time being of the essence of Tenant’s rights under thisSection 2.2.

(3)           ***Terms Applicable toExtended Terms***.  Uponthe timely giving of a Premises A Exercise Notice, the term of the Leases (orthe term of the Building 1400 Lease only, as the case may be) in respect ofPremises A (or with respect to Suite 501 only) shall be deemed extended for theExtended Term in question upon all of the terms and conditions of the Leasesapplicable to Premises A (or those terms and conditions of the Building 1400Lease as are applicable to Suite 501, as applicable) in effect immediatelypreceding the commencement of such Extended Term (including, withoutlimitation, Tenant’s obligations to pay Tenant’s Proportionate CAO Lot Share, Tenant’s Proportionate BuildingShares, Tenant’s Proportionate Shares of Taxes and Tenant’s obligation to payfor utilities), except as follows:

(a)           First Extended Term Base Rent.  The annual Base Rent payable by Tenant inrespect of Premises A for the First Extended Term shall be $300,790.00 permonth (i.e., based upon an annual rental rate of $30.00 per rentable squarefoot of Premises A); plus the fair rental value of Tenant’s parking spaces inrespect of Premises A in the parking garage as reasonably determined byLandlord.

(b)           Second Extended Term Base Rent.  The annual Base Rent payable by Tenant inrespect of Premises A for the Second Extended Term shall be $313,323.00 permonth (i.e., based upon annual rental rate of $31.25 per rentable square footin respect of Premises A); plus the fair rental value of Tenant’s parkingspaces in respect of Premises A in the parking garage as reasonably determinedby Landlord.

(c)           Third Extended Term Base Rent.  The annual Base Rent payable by Tenant inrespect of Suite 501 during the Suite 501 Additional Extension Term shall beFour Hundred Ninety-Six Thousand Six Hundred Eighty and 00/100 ($496,680.00)Dollars (i.e., $41,390.00 per month), based upon an annual rental rate of$30.00 per rentable square foot in respect of Suite 501; plus the fair rentalvalue of Tenant’s parking spaces in respect of Suite 501 in the parking garageas reasonably determined by Landlord.

(4)           ***Independent Options***.  Tenant’s extension option under this Section2.2 with respect to Premises A is independent of Tenant’s extension option withrespect to 

5

----

Premises B, as setforth in Section 3.2, and is independent of Tenant’s extension option withrespect to Premises C, as set forth in Section 5.

(5)           ***Confirmatory Amendment to Leases***.  Notwithstanding the fact that upon Tenant’sexercise of any of its options to extend the term of the Leases in respect ofPremises A, such extension shall be self-executing, as aforesaid, theparties shall promptly execute a lease amendment reflecting the exercise ofsuch option.  The execution of such leaseamendment shall not be deemed to waive any of the conditions to Tenant’sexercise of its rights under this Section 2.2, unless otherwise specificallyprovided in such lease amendment.

3.                                                                                       **PREMISES B**

3.1           ***Extension of Term of Leasein respect of Premises B***. The term of the Building 1400 Lease in respect of Premises B is herebyextended for an additional period commencing as of July 25, 2005 andterminating as of December 24, 2006. Said additional term shall be upon the terms and conditions of the Leasein effect immediately preceding the commencement of such additional term(including, without limitation, Tenant’s obligation to pay Tenant’sProportionate CAO Lot Shares, Tenant’s Proportionate Building Shares, Tenant’sProportionate Shares of Taxes and Tenant’s obligation to pay for utilities),except as follows:

(1)           The annual Base Rentduring the Premises B shall be Nine Hundred Fifty-Eight Thousand and 00/100($958,000.00) Dollars (i.e., a monthly payment of $79,833.33), based upon anannual rental rate of  $25.00 perrentable square foot of Premises B, plus the annual fair rental value of Tenant’sparking spaces (i.e. 39 spaces) in respect of Premises B, as the same may beadjusted from time to time.  The partieshereby acknowledge and agree that, as of the Execution Date of this Amendmentof Leases, the monthly parking rate is $7,800.00 (i.e. based upon a monthlyrate of $200.00 per space per month).

(2)           In the event thatany of the provisions of the Building 1400 Lease are inconsistent with thisAmendment or the state of facts contemplated hereby, the provisions of thisAmendment shall control.

3.2           ***Tenant’s Extension Optionsin respect of Premises B***. 

(1)           ***Tenant’s Options***.   On the condition, which condition Landlordmay waive, at its election, by written notice to Tenant at any time, thatTenant is not in material default of its covenants and obligations under theLeases beyond any applicable notice and cure period, both at the time thatTenant gives an Premises B Extension Exercise Notice, as hereinafter defined,to Landlord, and as of the commencement of the Extension Term in question,Tenant shall have the following option to extend the term of the Building 1400Lease in respect of Premises B only: (x) the First Extended Term, as defined inSection 2.2(1) above, (y) if Tenant timely and properly exercises its option to

6

----

extend the term ofthe Building 1400 Lease in respect of Premises B for the First Extended Term,then Tenant shall have the right to extend the term of the Building 1400 Leasein respect of Premises B for the Second Extended Term, as defined in Section2.2(1) above, and (z) if Tenant timely and properly exercises its option toextend the term of the Building 1400 Lease in respect of Premises B for boththe First Extended Term and the Second Extended Term, then Tenant shall havethe right to extend the term of the Building 1400 Lease with respect toPremises B for the Third Extended Term, as defined in Section 2.2(1) above.Tenant shall have no right to extend the term of the Building 1400 Lease inrespect of Premises B, except as provided in this Section 3.2(1).

(2)           ***Option Exercise Procedures***.   Tenant may exercise its right to extend theterm of the Building 1400 Lease in respect of Premises B for the First ExtendedTerm by giving Landlord written notice (“Premises B Exercise Notice”) toLandlord on or before June 24, 2006.  IfTenant has timely and properly exercised its option to extend the term of theBuilding 1400 Lease in respect of Premises B for the First Extended Term,Tenant may exercise its right to extend the term of the Building 1400 Lease inrespect of Premises B for the Second Extended Term by giving a Premises BExercise Notice to Landlord on or before September 24, 2006.  If Tenant has timely and properly exercisesits option to extend the term of the Building 1400 Lease in respect of PremisesB for the First Extended Term and the Second Extended Term, then Tenant mayexercise its right to extend the term of the Building 1400 Lease in respect ofPremises B for the Third Extended Term by giving Landlord Premises B ExerciseNotice on or before December 24, 2006. Tenant may, at Tenant’s sole election, exercise its option to extend theterm of the Leases in respect of Premises B for the First Extended Term and theSecond Extended Term simultaneously and provide Landlord with written noticethereof in a single Premises B Exercise Notice. If Tenant fails timely to give a Premises B Exercise Notice as providedherein, Tenant shall have no further right to extend the term of the Leases inrespect of any portion of Premises B, time being of the essence of Tenant’srights under this Section 3.2.

(3)           ***Terms Applicable toExtended Terms***.  Uponthe timely giving of a Premises B Exercise Notice, the term of the Building1400 Lease in respect of Premises B shall be deemed extended for the ExtendedTerm in question upon all of the terms and conditions of the Building 1400Lease applicable to Premises B in effect immediately preceding the commencementof such Extended Term (including, without limitation, Tenant’s obligations topay Tenant’s Proportionate CAO Lot Share, Tenant’s Proportionate BuildingShares, Tenant’s Proportionate Shares of Taxes and Tenant’s obligation to payfor utilities), except as follows:

(a)           First Extended Term Base Rent.  The annual Base Rent payable by Tenant inrespect of Premises B for the First Extended Term shall be $79,833.33 per month(i.e., based upon an annual rental rate of $25.00 per rentable square foot ofPremises B); plus the fair rental value of Tenant’s parking spaces in respectof Premises B in the parking garage as reasonably determined by Landlord.

7

----

(b)           Second Extended Term Base Rent.  The annual Base Rent payable by Tenant inrespect of Premises B for the Second Extended Term shall be $79,833.33 permonth (i.e., based upon an annual rental rate of $25.00 per rentable squarefoot of Premises B); plus the fair rental value of Tenant’s parking spaces inrespect of Premises B in the parking garage as reasonably determined byLandlord.

(c)           Third Extended Term Base Rent.  The annual Base Rent payable by Tenant inrespect of Premises B during the Third Extension Term shall be as follows:

·                  Forthe period from June 25, 2007 through June 24, 2010, the Base Rent payable inrespect of Premises B shall be $79,833.33 per month (i.e. based upon an annualrental rate of $25.00 per rentable square foot of Premises B); plus the fairrental value of Tenant’s parking spaces in respect of Premises B in the parkinggarage as reasonably determined by Landlord.

·                  Forthe period from June 25, 2010 through June 24, 2012, the Base Rent payable inrespect of Premises B shall be $87,816.67 per month (i.e. based upon an annualrental rate of $27.50 per rentable square foot of Premises B); plus the fairrental value of Tenant’s parking spaces in respect of Premises B in the parkinggarage as reasonably determined by Landlord.

(4)           ***Independent Options***.  Tenant’s extension option under this Section3.2 with respect to Premises B is independent of Tenant’s extension option withrespect to Premises A, as set forth in Section 2.2, and is independent ofTenant’s extension option with respect to Premises C, as set forth in Section5.

(5)           ***Confirmatory Amendment to Building 1400 Lease***.  Notwithstanding the fact that upon Tenant’sexercise of any of its options to extend the term of the Building 1400 Lease inrespect of Premises B, such extension shall be self-executing, as aforesaid,the parties shall promptly execute a lease amendment reflecting the exercise ofsuch option.  The execution of such leaseamendment shall not be deemed to waive any of the conditions to Tenant’sexercise of its rights under this Section 3.2, unless otherwise specificallyprovided in such lease amendment.

(6)           ***Tenant’s Right toTerminate Building 1400 Lease in respect of Premises B as of June 24, 2010***

(a)           Early Termination Option.  If Tenant timely and properly exercises itsright to extend the term of the Building 1400 Lease in respect of Premises Bfor the Third Extended Term, then, on the conditions (which conditions Landlordmay waive by written notice to Tenant at any time) that Tenant is not inmaterial default of its covenants and obligations under the Building 1400Lease, both at the 

8

----

time that Tenantgives Tenant’s Premises B Termination Notice, as hereinafter defined, and as ofthe Premises B Effective Termination Date, as hereinafter defined, then Tenantshall have the right (“Premises B Termination Right”) to terminate the term ofthe Building 1400 Lease in respect of Premises B as of June 24, 2010 (“PremisesB Effective Termination Date”).

(b)           Exercise Procedures.  Tenant may exercise its early terminationright under this Section 3.2(6) by giving Landlord written notice (“Premises BTermination Notice”) on or before June 24, 2009 and by paying to Landlord thePremises B Termination Fee, as hereinafter defined, on or before March 25,2010.  If Tenant timely and properlyexercises its Premises B Termination Right and pays to Landlord the Premises BTermination Fee, then the term of the Building 1400 Lease in respect ofPremises B shall automatically terminate as of the Premises B EffectiveTermination Date, and annual Base Rent and other charges in respect of PremisesB shall be apportioned as of said Premises B Effective Termination Date.  If Tenant fails timely to give the Premises BTermination Notice, then Tenant shall have no further right to terminate theBuilding 1400 Lease pursuant to this Section 3.2(6), time being of the essenceof this Section 3.2(6).  It is theintention of Landlord and Tenant to avoid forfeiture of Tenant’s right toterminate the Building 1400 Lease based upon Tenant’s inadvertent failure topay the Premises B Termination Fee on a timely basis.  Accordingly, if Tenant timely gives thePremises B Termination Notice, but Tenant does not timely pay the Premises BTermination Fee, then the time to pay the Premises B Termination Fee shall bedeemed extended for an additional period commencing on the last day on whichthe Premises B Termination Fee may be timely given as set forth above andending fifteen (15) days after the date Landlord gives Tenant written notice ofTenant’s failure to pay the Premises B Termination Fee.  If Tenant fails to pay the Premises BTermination Fee within such fifteen (15) day period, then, at Landlord’selection, either: (i) Tenant’s exercise shall be valid, in which event Tenant’sfailure to pay the Premises B Termination Payment shall be deemed to be adefault by Tenant in its obligations under the Building 1400 Lease, or (ii)Tenant’s exercise shall be void and without further force or effect, in whichevent Tenant shall have no further right to terminate the Building 1400 Leasein respect of Premises B effective as of June 24, 2010.

(c)           Definitionof Premises B Termination Fee.  Forthe purposes hereof, the “Premises B Termination Fee” shall be the sum of: (i)$114,960.00, plus (ii) the amount (if any) of the First Refusal Space TerminationFee, as hereinafter defined, provided however, that there shall be no FirstRefusal Space Termination Fee payable by Tenant with respect to any FirstRefusal Space unless Tenant exercises its right, pursuant to Section 3.3, tolease such First Refusal Space.  The “FirstRefusal Space Termination Fee” shall be defined as the Unamortized Portion, ashereinafter defined, of First Refusal Space Transaction Costs, as hereinafterdefined.   The “Unamortized Portion”shall be calculated, with respect to each First Refusal Space, by amortizingthe First Refusal Space Transaction Costs 

9

----

incurred byLandlord with respect to such First Refusal Space, on a straight-time basis,over the period commencing as of the rent commencement date in respect of suchFirst Refusal Space and expiring as of June 24, 2012.  For the purposes hereof, “First Refusal SpaceTransaction Costs”, with respect to a First Refusal Space shall be equal to thesum of all costs and expenses incurred by Landlord in connection with Landlord’sdemise of such Refusal Space to Tenant, including without limitation:

·                  Brokeragecommissions; and

·                  Thecosts of Landlord’s Work (if any) described in Section 3.3(6) below in respectof such First Refusal Space.

Landlord shall,upon written request of Tenant, promptly after Landlord’s Premises BTransaction Costs have been determined, provide to Tenant verification of suchcosts.

3.3           ***Rights of First Refusal.***Tenant shall, during the term of the Building 1400 Lease in respect of PremisesB and any extension terms thereof, have the following rights of first refusal(the “Rights of First Refusal”): (x) with respect to approximately 3,535rentable square feet of space known as Suite No. 103 on the loading dockspace of Building 1400, shown on the demising plan attached hereto as ExhibitB-2, Sheet 1 (“Loading Dock First Refusal Space”), and (y) approximately 10,396rentable square feet of space known as Suite No. 201 on the second (2nd) floor of Building 1400,shown on the demising plan attached hereto as Exhibit B-2, Sheet 4 (the “MicrobiaFirst Refusal Space”).  Each of theLoading Dock First Refusal Space and the Microbia First Refusal Space ishereinafter referred to as a “First Refusal Space”.

(1)           ***Procedures for ExercisingRights of First Refusal***. Tenant’s Rights of First Refusal shall be exercised as follows: whenLandlord has a prospective tenant, other than the existing tenant in the FirstRefusal Space, (the “Prospect”) interested in leasing the First Refusal Space,Landlord shall advise Tenant in writing (the “Advice”) of the terms under whichLandlord is prepared to lease the First Refusal Space to such Prospect andTenant may lease the First Refusal Space, under such terms, by providingLandlord with written notice of exercise (the “Notice of Exercise”) within ten(10) business days after the date Tenant receives from Landlord the Advice,except that Tenant shall have no such Right of First Refusal and Landlord neednot provide Tenant with an Advice if:

(a)           Tenant is in material default underthe Building 1400 Lease beyond any applicable cure periods at the time thatLandlord would otherwise deliver the Advice; or

(b)           Premises B, or any portion thereof,is sublet at the time Landlord would otherwise deliver the Advice; or

10

----

(c)           the entire Building 1400 Lease hasbeen assigned to a third party, excluding affiliates of Tenant, prior to thedate Landlord would otherwise deliver the Advice; or

(d)           the First Refusal Space is notintended for the exclusive use of Tenant or affiliates of Tenant during theterm of the Lease; or

(e)           the Tenant is not occupying at leastfifty (50%) percent of the rentable floor area of Premises B on the dateLandlord would otherwise deliver the Advice.

(2)                                  ***Terms for First Refusal Space***.

(a)           The term for the First Refusal Spaceshall commence upon the commencement date stated in the Advice and thereuponsuch First Refusal Space shall be considered a part of the Premises, providedthat all of the terms stated in the Advice, including the termination date setforth in the Advice, shall govern Tenant’s leasing of the First Refusal Spaceand only to the extent that they do not conflict with the Advice, the terms andconditions of the Lease shall apply to the First Refusal Space.  Tenant shall pay Base Rent and escalationcharges for the First Refusal Space in accordance with the terms and conditionsof the Advice.

(b)           The First Refusal Space (includingimprovements and personalty, if any) shall be accepted by Tenant in itscondition and as-built configuration existing on the earlier of the date Tenanttakes possession of the First Refusal Space or the date the term for such FirstRefusal Space commences, unless the Advice specifies work to be performed byLandlord in the First Refusal Space, in which case Landlord shall perform suchwork in the First Refusal Space.  IfLandlord is delayed delivering possession of the First Refusal Space due to theholdover or unlawful possession of such space by any party, Landlord shall usereasonable efforts to obtain possession of the space, and the commencement ofthe term for the First Refusal Space shall be postponed until the date Landlorddelivers possession of the First Refusal Space to Tenant free from occupancy byany party.  In the event Landlord isdelayed in delivering possession to Tenant for a period of sixty (60) days ormore (except that such period shall be ninety (90) days or more if the reasonfor delay in delivery is the hold over in the First Refusal Space in questionby the prior tenant of such space), then Tenant may at any time thereafter, atTenant’s sole election and upon written notice to Landlord, rescind Tenant’sexercise of its First Refusal Rights, and thereafter Tenant shall have noobligation with respect to the First Refusal Space and any Refusal SpaceAmendment (as defined below) entered into by Landlord and Tenant shall beautomatically void and of no further force or effect.

(3)           ***Termination of First Rightof First Refusal***.  Therights of Tenant hereunder with respect to each First Refusal Space shallterminate on the earlier to occur of: (i) Tenant’s failure to exercise itsRight of First Refusal with respect to such First Refusal Space within the ten(10) business day period provided in Section 3.3(1) above; and(ii) the date Landlord would have provided Tenant an Advice if Tenant hadnot been 

11

----

in violation of one ormore of the conditions set forth in Section 3.3(1) above, and Landlordshall be free to enter into a lease of the First Refusal Space with a thirdparty on terms and conditions, including but not limited to, rent, term of thelease, tenant allowance, the premises leased, which are not materiallydifferent than those which are set forth in the Advice; provided however, thatif the rights of Tenant with respect to a First Refusal Space terminatedhereunder based upon Tenant’s failure to timely exercise its Right of FirstRefusal, and if Landlord is unable to enter into a lease with the Prospect onterms and conditions which are materially the same as the terms and conditionsdescribed in the Advice given by Landlord to Tenant with respect to such FirstRefusal Space, then Landlord shall deliver to Tenant a new Advice with respectto such First Refusal Space, and Tenant shall again have a Right of FirstRefusal with respect to such First Refusal Space in accordance with thisSection 3.3.

(4)           ***First Refusal SpaceAmendment***.   If Tenantexercises its First Right of First Refusal, Landlord shall prepare an amendmentto the Building 1400 Lease (the “Refusal Space Amendment”) adding the First RefusalSpace to Premises B on the terms set forth in the Advice and reflecting thechanges in the Base Rent, Rentable Square Footage of Premises B, Tenant’sProportionate Share and other appropriate terms.  A copy of the First Refusal Space Amendmentshall be sent to Tenant within a reasonable time after Landlord’s receipt ofthe Notice of Exercise executed by Tenant, and Landlord and Tenant shall usereasonably efforts to enter into a First Refusal Space Amendment to Landlordwithin thirty (30) days thereafter.

(5)           ***Subordination***.  Notwithstanding anything herein to thecontrary, Tenant’s First Right of First Refusal is subject and subordinate tothe renewal or extension rights of any tenant leasing all or any portion of theFirst Refusal Space.

(6)           ***Landlord’s Work if TenantExercises Rights of First Refusal***.

(a)           Loading Dock First Refusal Space.  Provided Tenant timely and properly exercisesits Right of First Refusal with respect to the Loading Dock First RefusalSpace, pursuant to this Section 3.3, and provided further that there are four(4) or more years remaining during the then current term of the Building 1400Lease in respect of Premises B, then Landlord shall, at Landlord’s cost,perform the following work (“Landlord’s Work”) in the Loading Dock FirstRefusal Space:

(i)                                     Installa scissor lift;

(ii)                                  Installsecure overhead doors, of framed or masonry construction, so the loading dockarea is not exposed to weather;

(iii)                               Installoverhead lighting in the existing loading dock area for a minimum of 70 footcandlesinside and outside the loading dock area;

 (iv)                           Enclosethe existing loading dock area so that Tenant’s distribution personnel are notexposed to the weather; and

(v)                                 ProvideTenant with a secure and segregated holding area off of the existing loadingdock that is large enough to store five (5) pallets at any 

12

----

one time and has sufficient lay down and sorting spacefor incoming and outgoing finished goods.

Such Landlord’sWork shall be performed on or before the commencement date in respect of the LoadingDock First Refusal Space and shall be performed in accordance with theprovisions of the Building 1400 Lease, including without limitation, Section 11of the Building 1400 Lease.

(b)           Microbia First Refusal Space.  Provided Tenant timely and properly exercisesits Right of First Refusal with respect to the Microbia First Refusal Space,pursuant to this Section 3.3, and provided further that there are four (4) ormore years remaining during the then current term of the Building 1400 Lease inrespect of Premises B, then Landlord shall, at Landlord’s cost, perform thefollowing work (“Landlord’s Work”) in the Microbia First Refusal Space:

(i)                                     Segregatethe first (1st) and second(2nd) floormechanical systems that are presently tied together;

(ii)                                  Widenthe passageway adjacent to the freight elevator on the second (2nd) floor so the such corridor is six feetwide.  Landlord shall pay for the first$10,000.00 of such work, and the parties shall equally share any cost ofwidening such corridor in excess of $10,000.00

(iii)                             Upgrade the physicalcondition and appearance of the second (2nd) floor elevator lobby areareference in Exhibit B-2, Sheet 4 to the current building standard andcondition as the 1st floor West elevator lobby in the 1400 Building.

Such Landlord’sWork shall be performed on or before the commencement date in respect of theMicrobia First Refusal Space and shall be performed in accordance with theprovisions of the Building 1400 Lease, including without limitation, Section 11of the Building 1400 Lease.

(c)           All of Landlord’s Work shall beperformed in a good and workmanlike manner, using new and good materials inaccordance with plans and specifications mutually agreed upon by Landlord andTenant in the applicable Refusal Space Amendment.  The parties shall work in good faith to agreeupon mutually acceptable plans and specifications for such Landlord’s Work.

(7)           ***Independent Rights***.  Tenant’s Right of First Refusal with respectto the Loading Dock First Refusal Space and Tenant’s Right of First Refusalwith respect to the Microbia First Refusal are independent rights and are notcontingent or conditioned upon one another. Furthermore, Tenant’s Rights of First Refusal are independent of Tenant’sextension options and termination rights set forth in this Amendment.

13

----

4.             **RENT REDUCTION IN RESPECTOF PREMISES C FOR BALANCE OF CURRENT TERM; LANDLORD’S EARLY TERMINATION RIGHTAS TO PREMISES C**

4.1           ***Base Rent Reduction inrespect of the Period April 1, 2005 through July 24, 2005***.  In consideration of Tenant’s agreementsherein contained, the Base Rent payable by Tenant in respect of Premises C forthe period from April 1, 2005 through the balance of the current term of theBuilding 1400 Lease (i.e. through July 24, 2005) shall (subject to furtherpossible reduction in accordance with Section 4.2 below) be reduced from$85,457.17 per month to $46,976.00 per month (i.e. $12.00 per rentable squarefoot of rentable floor of Premises C.

4.2           ***Landlord’s EarlyTermination Right as to Premises C***.  If Tenant does not timely exercise its rightto extend the term of the Building 1400 Lease for the First Premises C ExtendedTerm in respect of the Premises C Extended Term Portion, as set forth inSection 5 below and Tenant is not then in occupancy of any or all of PremisesC, then Landlord shall have the right to market all or any portion of PremisesC for lease to third parties from and after January 1, 2005, and Landlord shallhave the right, at Landlord’s sole election, to terminate the term of theBuilding 1400 Lease in respect of all or any portion or portions of Premises C(“Terminated Portions”) prior to July 24, 2005, as follows.  Landlord may exercise such election by givingTenant a written notice (“Premises C Termination Notice”) at any time afterLandlord enters into a lease (“New Lease”) with a third party for anyTerminated Portion.  If Landlord givesany Premises C Termination Notice, then the term of the Building 1400 Leaseshall automatically terminate with respect to the applicable Terminated Portionand Tenant shall be relieved of all obligations with respect thereto (except asprovided in the subsequent sentence and except for those obligations which areintended to survive the termination of the Lease, e.g. with respect to thetrue-up of Operating Costs and Taxes and indemnity obligations) effective as ofa date specified in the applicable Premises C Termination Notice (the “TerminationDate”), which Termination Date shall not be earlier than the date fourteen (14)days after Tenant receives such Premises C Termination Notice.  If Landlord exercises is right to terminatethe term of the Building 1400 Lease in respect of any Terminated Portion,Tenant shall, notwithstanding such early termination of the Building 1400 Leasewith respect to such Terminated Portion, continue to pay Base Rent and allother charges due under the Building 1400 Lease in respect of such TerminatedPortion as if the term of the Building 1400 Lease did not terminate until July24, 2005, except that, from and after the Termination Date, the amount of BaseRent payable by Tenant in respect of such Terminated Portion shall be reducedby fifty (50%) percent.

5.             **TENANT’S EXTENSION OPTIONSIN RESPECT OF PREMISES C**

5.1           ***Tenant’s Options***.  On the condition, which condition Landlordmay waive, at its election, by written notice to Tenant at any time, thatTenant is not in material default of its covenants and obligations under theBuilding 1400 Lease beyond any applicable notice and cure period, both at thetime that Tenant gives a Premises C Exercise Notice, as 

14

----

hereinafterdefined, to Landlord, and as of the commencement of the applicable Premises CExtension Term, as hereinafter defined, Tenant shall have the options (“PremisesC Extension Options”) to extend the term of the Building 1400 Lease as follows:(x) in respect of all or a portion of Premises C (“Premises C Extended TermPortion”), as set forth in Section 5.3, for one (1) additional term (“FirstPremises C Extended Term”) of seven (7) years, commencing as of July 25, 2005and expiring as of July 24, 2012, and (y) provided that Tenant exercises itsright to extend the term of the Building 1400 Lease for the First Premises CExtended Term and Tenant does not exercise its early termination right withrespect to the Premises C Extended Term Portion, as set forth in Section 5.5,Tenant shall have the right to extend the term of the Building 1400 Lease withrespect to the Premises C Extended Term Portion for one (1) additional term (“SecondPremises C Extended Term”) of five years, commencing as of July 25, 2012 andexpiring as of July 24, 2017.  Tenantshall have no right to extend the term of the Building 1400 Lease in respect ofPremises C, except as provided in this Section 5.1(1).

5.2           ***Option Exercise Procedures***.  Tenant may exercise its Premises C ExtensionOption with respect to the First Premises C Extension Term by giving Landlordwritten notice (“Premises C Exercise Notice”) to Landlord on or before December31, 2004.  If Tenant timely and properlyexercises its option to extend the term of the Building 1400 Lease with respectto the Premises C Extended Term Portion for the First Premises C ExtensionTerm, then Tenant may exercises its right to extend the term of the Building1400 Lease in respect of the Second Premises C Extended Term by giving Landlorda written Premises C Exercise Notice on or before November 25, 2011; provided,however, in the event Landlord fails to deliver to Tenant a written statementof Landlord’s reasonable, good faith estimate of the Fair Market Rental Value forPremises C on or before October 25, 2011, then the date on which the Premises CExercise Notice for the Second Premises C Extended Term is due shall beextended for an additional period commencing on the November 25, 2011 andending thirty (30) days after the date Landlord delivers to Tenant the writtenstatement of Landlord’s reasonable, good faith estimate of the Fair MarketRental Value for Premises C.  If Tenantfails to timely give a Premises C Exercise Notice, Tenant shall have no furtherright to extend the term of the Lease in respect of Premises C, time being ofthe essence of Tenant’s rights under this Section 5.  Upon the timely giving of the Premises CExercise Notice, the term of the Lease in respect of the Premises C ExtendedTerm Portion shall be deemed extended for the applicable Premises C ExtendedTerm upon all of the terms and conditions of the Building 1400 Lease applicableto the Premises C Extended Term Portion in effect immediately preceding thecommencement of the Premises C Extended Term, except as hereinafter set forth.

5.3           ***Premises C Extended TermPortion***.  Tenant shalldesignate the size of the Premises C Extended Term Portion in the Premises CExercise Notice, subject to Landlord’s approval, which approval shall not beunreasonably withheld based upon the whether both the Premises C Extended TermPortion and the balance of Premises C are each of marketable configuration witha proportionate amount of fenestration; provided however, that: (x) thePremises C Extended Term Portion shall have both stairway and 

15

----

elevator access;(y) in no event shall the Premises C Extended Term Portion contain less than35,232 rentable square feet; and (z) if Tenant fails to advise Landlord in thePremises C Exercise Notice of the size and the exact location of the Premises CExtended Term Portion, then Tenant shall be deemed to have elected that thePremises C Extended Term Portion consists of the entirety of Premises C.  If Tenant elects that the Premises C ExtendedTerm Portion shall consist of less than the entirety of Premises C but Tenantfails to identify the exact location of the Premises C Extended Term Portion inthe Premises C Exercise Notice, then Landlord may, by written notice given toTenant on or before January 15, 2005 identifying the exact location of thePremises C Extended Term Portion.  AtTenant’s sole cost and expense, Tenant shall, on or before July 25, 2005,perform such work as is reasonably necessary to separately demise the PremisesC Extended Term Portion and to allow the remaining portion of Premises C to beused as an independent premises (including, without limitation, construction ofbuilding standard demising walls, 50% of the cost of the construction ofbuilding standard common elevator lobbies, installation of separate meteringserving the remaining portion of Premises C, and separating of Buildingsystems).  All such work shall beperformed by Tenant in accordance with the provisions of the Building 1400Lease.  Without limiting the foregoing,such work shall be performed in good and workmanlike manner, and in compliancewith all applicable laws, ordinances and regulations.  The Parking Ratio applicable to the PremisesC Extended Term Portion shall be one parking space per 1,000 rentable squarefeet of the Premises C Extended Term Portion.

5.4           ***Terms Applicable toPremises C Extended Term***

(1)           Base Rental.

(a)           *First Premises C ExtendedTerm*.  Subject to Section5.4(b), the Base Rental payable in respect of Premises C Extended Term Portionduring the Premises C Extended Term shall be as follows:

·                  Forthe period July 25, 2005 through July 24, 2007, the Base Rent payable inrespect of Premises C Extended Term Portion shall be based upon an annualrental rate of $21.00 per rentable square foot of the Premises C Extended TermPortion; plus the fair rental value of Tenant’s parking spaces in respect ofPremises  in the parking garage asreasonably determined by Landlord

·                  Forthe period from July 25, 2007 through July 24, 2010, the Base Rent payable inrespect of the Premises C Extended Term Portion shall be based upon an annualrental rate of $22.00 per rentable square foot of the Premises C Extended TermPortion

·                  Forthe period from July 25, 2010 through July 24, 2012, the Base Rent payable inrespect of the Premises C Extended Term Portion shall 

16

----

be based upon anannual rental rate of $23.00 per rentable square foot of the Premises CExtended Term Portion

(b)           *Second Premises C Extended Term*. The Base Rent during theSecond Premises C Extended Term shall be based upon ninety-five (95%) percentof the Fair Market Rental Value, as defined in Section 5.6, as of July 25,2012, provided however, that in no event shall the sum of Base Rent, OperatingExpense Excess, as hereinafter defined, and Tax Excess, as hereinafter defined,payable by Tenant in respect of the Premises C Extended Term Portion for anytwelve-(12)- month period during the Premises C Additional Extension Term beless than the sum of Base Rent, Operating Expense Excess and Tax Excess payableby Tenant in respect of the Premises C Extended Term Portion for thetwelve-(12)-month period immediately preceding the commencement of the PremisesC Additional Extension Term.

(c)           *Rent Abatement Periods*.   Tenant shall have no obligation to pay BaseRent in respect of the Premises C Extended Term Portion for the followingperiods during the Premises C Extended Term: (i) July 25, 2005 — August 24,2005; (ii) July 25, 2006 — August 24, 2006; (iii) July 25, 2007 — August 24,2007; and (iv) July 25, 2008 — August 24, 2008.

(2)           Operating Expenses.   Reference is made to the fact that, pursuantto Sections 5.1 and 5.2 of the Building 1400 Lease, Tenant is required to pay,for each calendar year during the term of the Building 1400 Lease, and inrespect of all premises demised to Tenant (including the Premises C ExtendedTerm Portion): (i)  Lessee’sProportionate Share of CAO Lot Share of all costs and expenses incurred byLandlord in connection with the maintenance, repair, upkeep and cleaning ofcommon areas and facilities of the Lot, as defined in said Section 5.1 (“Tenant’sCommon Area Operating Expense Share”), and (ii) Lessee’s Proportionate Buildingshare of operating expenses attributable to the Building (“Tenant’s BuildingOperating Expense Share”).  The partieshereby agree that if Tenant exercises its right to extend the term of theBuilding 1400 Lease in respect of the Premises C Extended Term Portion for theFirst Premises C Extended Term, then:

(a)           *Apportionment of Tenant’sCommon Area Operating Expense Share and Tenant’s Building Operating ExpenseShare in respect of Premises C for the Period Prior to July 24, 2005*.   Tenant’s obligation to pay Tenant’s CommonArea Operating Expense Share and Tenant’s Building Operating Expense Share inrespect of Premises C for the period from January 1, 2005 through July 24, 2005shall be apportioned based upon the actual amount of Tenant’s Common AreaOperating Expense Share and Tenant’s Building Operating Expense Share inrespect of Premises C multiplied by a fraction, the numerator of which shall be205 days and the denominator of which shall be 365 days.

(b)           *First Premises C ExtendedTerm*.  With respect to theFirst Premises C Extended Term, in lieu of paying Tenant’s Common AreaOperating Expense Share and Tenant’s Building Operating Expense Share, Tenantshall, (i) for the period from July 25, 

17

----

2005 throughDecember 31, 2005, be relieved of any obligation to pay Tenant’s Common AreasOperating Expense Share and Tenant’s Building Operating Expense Share inrespect of Premises C, and (ii) commencing as of January 1, 2006 and continuingwith respect to each calendar year thereafter during the First Premises CExtended Term, pay to Landlord the amount (“Operating Expense Excess”), if any,by which the sum of Tenant’s Common Area Operating Expense Share and Tenant’sBuilding Operating Expense Share for such calendar year exceeds the amount (“OperatingExpense Base”) of Tenant’s Common Area Operating Expense Share and Tenant’sBuilding Operating Expense Share payable for calendar year 2005 (“OperatingExpense Base Year”).  Operating ExpenseExcess shall be payable at the same time, and in the same manner that Tenant’sCommon Area Operating Expense Share and Tenant’s Building Operating ExpenseShare are paid by Tenant.  OperatingExpense Excess payable with respect to the calendar year in which the FirstPremises C Extended Term terminates shall be apportioned based upon the portionof such calendar year which occurs during the First Premises C Extended Term.

(c)           *Second Premises C ExtendedTerm*. With respect to the Second Premises C Extended Term, in lieuof paying Tenant’s Common Area Operating Expense Share and Tenant’s BuildingOperating Expense Share, Tenant shall, commencing as of January 1, 2013 andcontinuing with respect to each calendar year thereafter during the SecondPremises C Extended Term, pay Operating Expense Excess to Landlord, except thatthe Operating Expense Base shall be based upon an Operating Expense Base Yearof calendar year 2012.  Operating ExpenseExcess payable with respect to the calendar year in which the Second Premises CExtended Term terminates shall be apportioned based upon the portion of suchcalendar year which occurs during the Second Premises C Extended Term.

(3)           Tax Excess.  Reference is made to the fact that, pursuantto Section 5.4.2 of the Building 1400 Lease, Tenant is required to pay, foreach calendar year during the term of the Building 1400 Lease, and in respectof all premises demised to Tenant (including the Premises C Extended TermPortion): (i)  Lessee’s Proportionate CAOLot Share of Taxes attributable to the Building (“Tenant’s Common Area TaxShare”), and (ii) Lessee’s Proportionate Building share of Taxes attributableto the Building (“Tenant’s Building Tax Share”).  The parties hereby agree that if Tenantexercises its right to extend the term of the Building 1400 Lease in respect ofthe Premises C Extended Term Portion for the First Premises C Extended Term,then:

(a)           *Apportionment of Tenant’sCommon Area Tax Share and Tenant’s Building Tax Share in respect of Premises Cfor the Tax Fiscal Year Prior to July 24, 2005*.   Tenant’s obligation to pay Tenant’s CommonArea Tax Share and Tenant’s Building Tax Share in respect of Premises C for theperiod from July 1, 2005 through July 24, 2005 shall be apportioned based theactual amount of Tenant’s Common Area Tax Share and Tenant’s Building Tax Sharein respect of Premises C for fiscal tax year 2006 (i.e., July 1, 2005-June 30,2006), multiplied by a fraction, the numerator of which shall be 24 days and thedenominator of which shall be 365 days.

18

----

(b)           *First Premises C ExtendedTerm*.  With respect to theFirst Premises C Extended Term, in lieu of paying Tenant’s Common Area TaxShare and Tenant’s Building Tax Share, Tenant shall (i) for the period fromJuly 25, 2005 through December 31, 2005, be relieved of any obligation to payTenant’s Common Areas Operating Expense Share and Tenant’s Building OperatingExpense Share in respect of Premises C, and (ii) commencing as of July 1, 2006and continuing with respect to each fiscal tax year thereafter during the FirstPremises C Extended Term, pay to Landlord the amount (“Tax Excess”), if any, bywhich the sum of Tenant’s Common Area Tax Share and Tenant’s Building Tax Sharefor such fiscal tax year exceeds the amount (“Tax Base”) of Tenant’s CommonArea Tax Share and Tenant’s Building Tax Share payable for fiscal tax year 2006(“Tax Base Year”).  Tax Excess shall bepayable at the same time, and in the same manner that Tenant’s Common Area TaxShare and Tenant’s Building Tax Share are paid by Tenant. Tax Excess payablewith respect to the fiscal tax year in which the First Premises C Extended Termterminates shall be apportioned based upon the portion of such fiscal tax yearwhich occurs during the First Premises C Extended Term.

(c)*           Second Premises CExtended Term*. With respect to the Second Premises C Extended Term,in lieu of paying Tenant’s Common Area Tax Share and Tenant’s Building TaxShare, Tenant shall, commencing as of July 1, 2013 and continuing with respectto each fiscal tax year thereafter during the Second Premises C Extended Term,pay Tax Excess to Landlord, except that the Tax Base shall be based upon theTax Base Year of fiscal tax year 2013 (i.e. July 1, 2012-June 30, 2013).  Tax Excess payable with respect to the fiscaltax year in which the Second Premises C Extended Term terminates shall beapportioned based upon the portion of such fiscal tax year which occurs duringthe Second Premises C Extended Term.

(d)           *Adjustment of Tax Base*.  Notwithstanding the foregoing, if a fiscaltax period during an Extended Term contains fewer than twelve (12) months, thenthe Tax Base for such fiscal period shall be reduced pro rata.

(4)           Landlord’s Contribution.

(a)           *Amount of Contribution;Permitted Costs*.  If Tenant timelyand properly exercises its right to extend the term of the Building 1400 Leasein respect of the Premises C Extended Term Portion, then Landlord shall, in themanner hereinafter set forth, contribute: (i) up to $12.00 per square foot ofrentable area of the Premises C Extended Term Portion towards the cost (“PermittedCosts”) of leasehold improvements which may be installed by Tenant in PremisesA, Premises B or Premises C (“Tenant Work”). Permitted Costs shall included, without limitation, the costs of:construction of leasehold improvements, materials, supplies, overhead, generalconditions, computer wiring and cabling and architectural and engineeringfees.  Tenant’s Work shall be subject tothe prior written approval of Landlord, which shall not be unreasonablywithheld, conditioned or delayed, and shall be performed in accordance with theLeases.

19

----

(b)           *Requisition Procedures*.   Provided that Tenant is not in default ofits obligations under the Building 1400 Lease at the time that Tenant requests anyrequisition on account of Landlord’s Contribution, Landlord shall pay the costof the work shown on each requisition (as hereinafter defined) submitted byTenant to Landlord within thirty (30) days of submission thereof by Tenant toLandlord.  Notwithstanding the foregoing,if Landlord rejects a requisition on the basis that Tenant is in default of itsobligations under the Building 1400 Lease, Tenant shall have the right toresubmit such requisition after Tenant has cured such default, so long as the Building1400 Lease is then full force and effect and Tenant is not then otherwise indefault of its obligations under the Building 1400 Lease.  For the purposes hereof, a “requisition”shall mean written documentation evidencing the Permitted Costs in reasonabledetail.  Each requisition shall beaccompanied by evidence reasonably satisfactory to Landlord that all workcovered by previous requisitions has been fully paid by Tenant.  Landlord shall have the right, uponreasonable advance written notice to Tenant, to inspect Tenant’s books andrecords relating to each requisition in order to verify the amountthereof.  Tenant shall submitrequisition(s) no more often than monthly.

(c)           Notwithstanding anything to thecontrary herein contained:

(i)            Landlord shall have no obligation toadvance funds on account of Landlord’s Contribution unless and until Landlordhas received the requisition in question, together with certifications fromTenant’s architect, certifying that the work shown on the requisition has beenperformed in accordance with applicable law and in accordance with Tenant’sapproved plans, if such work is the type for which architects typically providecertification and for which plans are typically drawn.

(ii)           Except with respect to work and/or materialspreviously paid for by Tenant, as evidenced by paid invoices provided toLandlord, Landlord shall have the right to have Landlord’s Contribution paid toboth Tenant and Tenant’s contractor(s) and vendor(s) jointly, or directly toTenant’s contractor if: (x) Landlord has reason to believe there are or may beoutstanding claims by such contractor(s) or vendor(s), (y) Landlord hasprovided written notice thereof to Tenant and (z) within ten (10) business daysof such written notice, Tenant has failed to provide Landlord with evidencethat such amounts have been paid.

(iii)          Landlord shall have no obligation topay Landlord’s Contribution in respect of any requisition submitted afterDecember 31, 2005.

(iv)          Tenant shall not be entitled to anyunused portion of Landlord’s Contribution.

(d)           Except for Landlord’s Contribution,Tenant shall bear all other costs of Tenant’s Work.  Landlord shall have no liability orresponsibility for any claim, injury or damage alleged to have been caused bythe particular materials, whether building standard or non-building standard,selected by Tenant in connection with Tenant’s Work.

20

----

(5)           Independent Options.  Tenant’s extension option under this Section5.5 with respect to the Premises C Extended Term Portion is independent ofTenant’s extension option with respect to Premises A, as set forth in Section2.2, and is independent of Tenant’s extension option with respect to PremisesB, as set forth in Section 3.2.

(6)           Confirmatory Amendment to Leases.  Notwithstanding the fact that upon Tenant’sexercise of any of its options to extend the term of the Building 1400 Lease inrespect of the Premises C Extended Term Portion, such extension shall be self-executing,as aforesaid, the parties shall promptly execute a lease amendment reflectingthe exercise of such option, except that, with respect to the Second Premises CExtended Term, the Base Rent payable by Tenant may not be set forth in suchamendment.  Promptly after such Base Rentis determined, the parties shall confirm such rent in writing.  The execution of such lease amendment shallnot be deemed to waive any of the conditions to Tenant’s exercise of its rightsunder this Section 5, unless otherwise specifically provided in such leaseamendment.

5.5                                 ***Tenant’s Right to Terminate Building 1400 Lease inrespect of Premises C as of July 24, 2010***

(a)           Early Termination Option.  If Tenant timely and properly exercises itsright to extend the term of the Building 1400 Lease in respect of the PremisesC Extended Portion for the First Premises C Extended Term, then Tenant shallhave the right (“Premises C Termination Right”) to terminate the term of theBuilding 1400 Lease in respect of The Premises C Extended Term Portion as ofJuly 24, 2010 (“Premises C Effective Termination Date”).

(b)           Exercise Procedures.  Tenant may exercise its Premises CTermination Right under this Section 5.5 by giving Landlord written notice (“PremisesC Termination Notice”) on or before July 24, 2009 and by paying to Landlord thePremises C Termination Fee, as hereinafter defined, on or before April 25,2010. If Tenant timely and properly exercises its Premises C Termination Rightand pays to Landlord the Premises C Termination Fee, then the term of theBuilding 1400 Lease in respect of the Premises C Extended Term Portion shallautomatically terminate as of the Premises C Effective Termination Date, andannual Base Rent and other charges in respect of the Premises C Extended TermPortion shall be apportioned as of said Premises C Effective TerminationDate.  If Tenant fails timely to give thePremises C Termination Notice, then Tenant shall have no further right toterminate the Building 1400 Lease pursuant to this Section 5.5, time being ofthe essence of this Section 5.5.  It isthe intention of Landlord and Tenant to avoid forfeiture of Tenant’s Premises CTermination Right based upon Tenant’s inadvertent failure to pay the Premises BTermination Fee on a timely basis. Accordingly, if Tenant timely gives the Premises C Termination Notice,but Tenant does not timely pay the Premises C Termination Fee, then the time topay the Premises C Termination Fee shall be deemed extended for an 

21

----

additional periodcommencing on the last day on which the Premises C Termination Fee may betimely given as set forth above and ending fifteen (15) days after the dateLandlord gives Tenant written notice of Tenant’s failure to pay the Premises CTermination Fee. If Tenant fails to pay the Premises B Termination Fee withinsuch fifteen (15) day period, then, at Landlord’s election, either: (i) Tenant’sexercise shall be valid, in which event Tenant’s failure to pay the Premises CTermination Payment shall be deemed to be a default by Tenant in itsobligations under the Building 1400 Lease, or (ii) Tenant’s exercise shall bevoid and without further force or effect, in which event Tenant shall have nofurther right to terminate the Building 1400 Lease in respect of Premises Ceffective as of June 24, 2010.

(c)           Definition of Premises CTermination Fee.   For the purposeshereof, the “Premises C Termination Fee” shall be equal to $288,677.62.

5.6           ***Fair Market Rental Value***                

(1)           Definition.  “Fair Market Rental Value” shall be computedas of the date in question at the then current annual rental charge (i.e., thesum of Base Rent plus escalation and other charges), including provisions forsubsequent increases and other adjustments for leases or agreements to leasethen currently being negotiated, or executed in comparable space located incomparable first-class office buildings located in East Cambridge,Massachusetts.  In determining FairMarket Rental Value, the following factors, among others, shall be taken intoaccount and given effect: size, location of premises, lease term, condition ofbuilding, and services provided by the Landlord.

(2)           Dispute as to Fair Market RentalValue.  Landlord shall in good faithinitially designate Fair Market Rental Value in writing and Landlord shallfurnish data in support of such designation. If Tenant disagrees with Landlord’s designation of a Fair Market RentalValue, Tenant shall have the right, by written notice given within thirty (30)days after Tenant received written notice of Landlord’s designation, to submitsuch Fair Market Rental Value to arbitration. Fair Market Rental Value shall be submitted to arbitration asfollows:  Fair Market Rental Value shallbe determined by impartial arbitrators, one to be chosen by the Landlord, oneto be chosen by Tenant, and a third to be selected, if necessary, as belowprovided.  The unanimous written decisionof the two first chosen, without selection and participation of a third arbitrator,or otherwise, the written decision of a majority of three arbitrators chosenand selected as aforesaid, shall be conclusive and binding upon Landlord andTenant.  Landlord and Tenants hall eachnotify the other of its chosen arbitrator within ten (10) days following thecall for arbitration and, unless such two arbitrators shall have reached aunanimous decision within thirty (30) days after their designation, they shallso notify the President of the Boston Bar Association (or such organization asmay succeed to said Boston Bar Association) and request him to select animpartial third arbitrator, who shall be an office building owner or a realestate broker dealing with like types of properties, to determine Fair MarketRental Value as herein defined.  Suchthird arbitrator and the first two chosen shall, subject to commercial 

22

----

arbitrationrules of the American Arbitration Association, hear the parties and theirevidence and render their decision within thirty (30) days following theconclusion of such hearing and notify Landlord and Tenant thereof.  Landlord and Tenant shall bear the expense ofthe third arbitrator (if any) equally. The decision of the arbitrator shall bebinding and conclusive, and judgment upon the award or decision of the arbitratormay be entered in Superior Court for Middlesex County; and the parties consentto the jurisdiction of such court and further agree that any process or noticeof motion or other application to the Court or a Judge thereof may be servedoutside Massachusetts by mail, by recognized overnight delivery service, or bypersonal service, provided a reasonable time for appearance is allowed.  If the dispute between the parties as to aFair Market Rental Value has not been resolved before the commencement of Tenant’sobligation to pay rent based upon such Fair Market Rental Value, then Tenantshall pay Base Rent and other charges under the Lease in respect of thepremises in question based upon the Fair Market Rental Value designated byLandlord until either the agreement of the parties as to the Fair Market RentalValue, or the decision of the arbitrators, as the Base may be, at which timeTenant shall pay any underpayment of rent and other charges to Landlord, orLandlord shall refund any overpayment of rent and other charges to Tenant.

6.             **SIGNAGE**

6.1           ***Tenant’s Rights if Tenantfails to Extend the Term of the Building 1400 Lease in respect of the PremisesC Extended Term Premises***.  If Tenant fails to timely exercise its right to extend the term of theBuilding 1400 Lease in respect of the Premises C Extended Term Premises,pursuant to Section 5, then, commencing on July 25, 2005, Tenant shall have theright to attach two (2) signs (collectively, “Building 600 Signage”) toBuilding 700 (which is connected to Building 600) at such locations to be mutuallyagreed upon by both Tenant and Landlord, which agreement shall not beunreasonably withheld, conditioned or delayed. The first sign shall be attached flush against the façade of Building700.  The second sign shall be “blade-styled”that protrudes at a perpendicular angle from the façade of the Building700.  Such Building 600 Signage shall belit or backlit at Tenant’s discretion. Tenant shall be responsible for all costs in connection with theBuilding 600 Signage, including, without limitation, the design, manufacture,installation, maintenance and removal of such Building 600 Signage.  In addition, Tenant shall be responsible forobtaining all necessary permits required by the City of Cambridge in connectionwith the installation of such Building 600 Signage.  Such Building 600 Signage is subject to thefinal review and approval of Landlord, which approval shall not be unreasonablywithheld, conditioned or delayed. Without limiting the foregoing, Landlord herebyagrees to respond to Tenant’s request for approval within thirty (30) days fromreceiving a reasonably detailed description thereof from Tenant.

6.2           ***Tenant’s Rights if TenantExtends the Term of the Building 1400 Lease in respect of the Premises CExtended Term Premises***. Alternatively, if Tenant exercises its right to extend the term of theBuilding 1400 Lease in respect of the Premises C Extended Term Premises,pursuant to Section 5, then Tenant shall have the right to install one (1) signon the façade of Building 1400 facing Cardinal Medieros and one (1) sign on 

23

----

the façade ofBuilding 1400 facing Binney Street (“Building 1400 Façade Signage”), both in alocation to be designated by Tenant, subject to the prior approval of Landlord,which approval shall not be unreasonably withheld, conditioned or delayed.  Such Building 1400 Façade Signage shall belit or backlit at Tenant’s discretion. Tenant shall be responsible for all costs in connection with theBuilding 1400 Façade Signage, including, without limitation, the design,manufacture, installation, maintenance and removal of such Building 1400 FaçadeSignage.  In addition, Tenant shall beresponsible for obtaining all necessary permits required by the City ofCambridge in connection with the installation of such Building 1400 FaçadeSignage.  Such Building 1400 FaçadeSignage is subject to the final review and approval of Landlord, which approvalshall not be unreasonably withheld, conditioned or delayed.  Without limiting the foregoing, Landlordhereby agrees to respond to Tenant’s request for approval within twenty (20)days from receiving a reasonably detailed description thereof from Tenant.

7.             **ROOFTOP GENERATOR**

7.1           So long as eitherLease is in force and effect, Tenant shall have the right to install, maintainand replace on the rooftop of Building 700 an 80 kilowatt supplementalgenerator (the “Generator”) and an above ground fuel tank (the “Tank”) toprovide emergency additional electrical capacity to the Premises during theterm of either of the Leases.  Tenantshall have the right to connect the Generator to Tenant’s premises located inBuilding 1400, provided that such work is performed in accordance with theprovisions of the Leases.  The Generatorand the Tank shall be placed at a mutually agreed upon location.  Notwithstanding the foregoing, Tenant’s rightto install the Generator and the Tank shall be subject to Landlord’s approval,which shall not be unreasonably withheld, conditioned or delays, of the mannerin which the Generator and the Tank is installed, the manner in which any fuelpipe is installed, the manner in which any ventilation and exhaust systems areinstalled, the manner in which any cables are run to and from the Generator tothe Premises and the measures that will be taken to eliminate any vibrations orsound disturbances from the operation of the Generator, including, withoutlimitation, any necessary 2 hour rated enclosures or sound installation.  Landlord shall have the right to require anacceptable enclosure to hide or disguise the existence of the Generator and theTank and to minimize any adverse effect that the installation of the Generatorand the Tank may have on the appearance of the Building and Complex.  Tenant shall be solely responsible forobtaining all necessary governmental and regulatory approvals and for the costof installing, operating, maintaining and removing the Generator and theTank.  Tenant shall not install oroperate the Generator or the Tank until Tenant has obtained and submitted toLandlord copies of all required governmental permits, licenses andauthorizations necessary for the installation and operation of the Generatorand the Tank. In addition to, and without limiting Tenant’s obligations underthe Lease, Tenant shall comply with all applicable environmental and fireprevention Laws pertaining to Tenant’s use of the Generator Area. Tenant shallalso be responsible for the cost of all utilities consumed in the operation ofthe Generator and the Tank.  Landlordhereby approves of the Generator currently installed and maintained by Tenanton the roof of Building 700 in the location outlined on Exhibit B-2, Sheet 8,attached hereto and made a part hereof.  

24

----

Landlord acknowledges and agrees that the existing Generator complieswith the requirements of this Section 7.

7.2           Tenant shall be responsible forassuring that the installation, maintenance, operation and removal of theGenerator and the Tank shall in no way damage any portion of the Building orComplex.  To the maximum extent permittedby applicable law, the Generator and the Tank and all appurtenances in theGenerator Area shall be at the sole risk of Tenant, and Landlord shall have noliability to Tenant if the Generator, the Tank or any appurtenancesinstallations are damaged for any reason, except, subject to Section 9A of boththe Building 600 Lease and of the Building 1400 Lease, to the extent suchliability has resulted from Landlord’s negligent act or omission.  Tenant agrees to be responsible for any damagecaused to the Building or Complex in connection with the installation,maintenance, operation or removal of the Generator and, in accordance with theterms of the provisions of the Leases, to indemnify, defend and hold Landlordand Landlord Related Parties, as hereinafter defined, harmless from allliabilities, obligations, damages, penalties, claims, costs, charges andexpenses, including, without limitation, reasonable architects’ and reasonableattorneys’ fees (if and to the extent permitted by applicable law), which maybe imposed upon, incurred by, or asserted against Landlord or any of theLandlord Related Parties, as hereinafter defined, in connection with theinstallation, maintenance, operation or removal of the Generator and the Tank,including, without limitation, any environmental and hazardous materials claims,except, subject to Section 9A of both the Building 600 Lease and of theBuilding 1400 Lease, to the extent such liabilities, obligations, damages,penalties, claims, costs, charges and expenses have resulted from Landlord’s orLandlord Related Parties’ negligent act or omission.  In addition to, and without limiting Tenant’sobligations under the Lease, Tenant covenants and agrees that the installationand use of the Generator and the Tank and appurtenances shall not adverselyaffect the insurance coverage for the Building. If for any reason, the installation or use of the Generator, the Tankand/or the appurtenances shall result in an increase in the amount of thepremiums for such coverage, then Tenant shall be liable for the full amount ofany such increase. Landlord Related Parties shall mean its trustees,principals, beneficiaries, partners, officers, directors, employees, mortgageeand agents.

7.3.          Tenant shall be responsible for theinstallation, operation, cleanliness, maintenance and removal of the Generatorand the Tank and the appurtenances, all of which shall remain the personalproperty of Tenant, and shall be removed by Tenant at its own expense at theexpiration or earlier termination of the Lease. Tenant shall repair any damage caused by such removal, including thepatching of any holes to match, as closely as possible, the color surroundingthe area where the Generator, Tank and appurtenances were attached. Suchmaintenance and operation shall be performed in a manner to avoid any unreasonableinterference with any other tenants or Landlord.  Tenant shall take the Generator Area “as is”in the condition in which the Generator Area is in as of the commencement datein respect of the Generator Area, without any obligation on the part of Landlordto prepare or construct the Generator Area for Tenant’s use or occupancy.Without limiting the foregoing, Landlord makes no warranties or representationsto Tenant as to the suitability of the Generator Area for the installation andoperation of the 

25

----

Generator or theTank.  Tenant shall have no right to makeany changes, alterations, additions, decorations or other improvements to theGenerator Area without Landlord’s prior written consent. Tenant agrees tomaintain the Generator and the Tank, including without limitation, anyenclosure installed around the Generator and the Tank in good condition andrepair and Tenant shall operate the Generator and the Tank in a manner whichdoes not interfere with the use or occupancy of the other tenants in the Buildingor the Complex.  Tenant shall beresponsible for performing any maintenance and improvements to any enclosuresurrounding the Generator and the Tank so as to keep such enclosure in goodcondition.

7.4           Tenant, upon prior notice to Landlordand subject to the rules and regulations enacted by Landlord, shall have accessto the Generator and the Tank and its surrounding area for the purpose ofinstalling, repairing, maintaining and removing said Generator and the Tank.

7.5           Tenant shall only test the Generatorbefore or after normal business hours and at a time mutually agreed to inwriting by Landlord and Tenant in advance. Tenant shall be permitted to use theGenerator Area solely for the maintenance and operation of the Generator andthe Tank, and the Generator, Tank and Generator Area are solely for the benefitof Tenant, its successors, assigns, subtenants and/or assignees. Allelectricity generated by the Generator may only be consumed by Tenant, itssuccessors, assigns, subtenants and assignees in the Premises.

7.6           Landlord shall have no obligation toprovide any services, including, without limitation, electric current, to theGenerator Area.

7.7           Tenant shall have no right to subletthe Generator Area or to assign its interest hereunder, except to affiliates ofTenant or in connection with an assignment of either of the Leases.

7.8.          During the term of the Lease, Tenantshall have no obligation to pay annual Base Rent in respect of the Generator,the Tank or the Generator Area. 

8.                                       **BROKER**

Landlord and Tenanteach represent and warrant to the other that each has had no dealings with anybrokers concerning this Amendment of Leases, except Trammell Crow Company andLincoln Property Company and each party agrees to indemnify and hold the otherharmless for any damages occasioned to the other by reason of a breach of thisrepresentation and warranty.

9.             **LANDLORD’SDEFAULT**

9.1           ***Cure Period***.  Landlord shall not be deemed to be in defaultof its obligations under the Lease unless Tenant has given Landlord written noticeof such default, and 

26

----

Landlord has failed tocure said monetary default within five (5) days or said non-monetary defaultwithin thirty (30) days after Landlord receives such notice or such longerperiod of time as Landlord may reasonably require to cure said non-monetarydefault.

9.2           ***No Termination orAbatement Rights***.  Exceptas otherwise expressly provided in the Lease as amended by this Amendment, inno event shall Tenant have the right to terminate the Lease nor shall Tenant’sobligation to pay annual Base Rent or other charges under the Lease abate basedupon any default by Landlord of its obligations under the Lease.

10.           **NO FURTHER EXPANSIONRIGHTS**

Tenant shall have no further right to lease additional premises in theBuilding or elsewhere in the Complex pursuant to the Lease.  Without limiting the foregoing, Section 24 ofthe Building 600 Lease and Section 24 of the Building 1400 Lease and the LetterAgreement dated July 9, 1997 shall be void and without further force or effect.

11.           **NO FURTHER EXTENSIONRIGHTS**

Tenant shall have no further extension rights other than the extensionrights set forth in this Amendment to Lease. Without limiting the foregoing, Section 25 of the Building 600 Lease andSection 25 of the Building 1400 Lease shall be void and without further forceor effect.

12.           **CROSS DEFAULT**

Any default byTenant under the Building 600 Lease shall be deemed to be a default by Tenantunder the Building 1400 Lease, and any default by Tenant under the Building1400 Lease shall be deemed to be a default by Tenant under the Building 600Lease.

13.           As herein amended, the Lease isratified, approved and confirmed in all respects.

27

----

EXECUTEDunder seal as of the date first above written.
|              | LANDLORD:   ONE KENDALL SQUARE   ASSOCIATES, LLC,  a Delaware limited liability company |                                                                              | TENANT:  GENZYME CORPORATION                                                         |
|--------------|----------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------|--------------------------------------------------------------------------------------|
|         |                                                                                         |                                                                              |                                                                                 |
| By:          | One Kendall Square  Mezzanine, LLC,  its sole member                                         |                                                                              |                                                                                 |
|         |                                                                                         |                                                                              |                                                                                 |
| By:          | One Kendall Square Investors, LLC   its sole member                                          |                                                                              |                                                                                 |
|         |                                                                                         |                                                                              |                                                                                 |
| By:          | Lincoln-One Kendall Square, LLC   its administrative member                                  |                                                                              |                                                                                 |
|         |                                                                                         |                                                                              |                                                                                 |
| By:          | /s/ W. Frank Cofer                                                                           |              By: | /s/ Michael S. Wyzga                                                                 |
|         | Name:W. Frank Cofer                                                                          |                                                                              | (Name)         Chief  Financial Officer |
|         | Title:Senior Vice President                                                                  |                                                                              | Hereunto Duly  Authorized                                                            |
|         |                                                                                         |                                                                              |                                                                                 |
| Date Signed: | 12 - 17 - 2004                                                                               | Date Signed:                                                                      | 12 - 16 - 04                                                                         |
|         |                                                                                         |                                                                              |                                                                                 |
|         |                                                                                         |                                                                              |                                                                                 |

28

----

**EXHIBIT A-1, AMENDMENT OF LEASES**

**AMENDMENTS TO BUILDING 600 LEASE**

Letter Agreement dated December 20, 1988Lease Modification dated January 6, 1989Letter Agreement dated January 31, 1989Lease Modification dated February 10, 1989Addendum to Building 700 Lease dated August 2, 1990First Amendment to Lease dated December 12, 1995(1)Second Amendment to Lease dated August 24, 1995(2)Third Amendment to Lease dated March 8, 1996 (Letter attaching Third amendmentrefers to Third Amendment dated January 1, 1989)Letter Agreement dated July 9, 1997

----

(1) The First Amendment to Lease is incorrectly datedas December 12, 1995; the letter attaching the First Amendment to Lease isdated March 9, 1996, which is the correct date of the First Amendment to Lease.

(2) The Second Amendment to Lease is incorrectly datedas January 1, 1989; the letter attaching the Second Amendment to Lease is datedAugust 24, 1995, which is the correct date of the Second  Amendment to Lease.

29

----

**EXHIBIT A-2, AMENDMENT OF LEASES**

**AMENDMENTS TO BUILDING 1400 LEASE**

Letter Agreementdated December 20, 1988Letter Agreement dated December 20, 1988Letter Agreement dated January 19, 1989Letter Agreement dated January 31, 1989Addendum to Building 1400 Lease dated August 2, 1990Addendum to Building 1400 Lease dated September 20, 1991Third Addendum to Building 1400 Lease dated April 6, 1993Fourth Addendum to Building 1400 Lease dated August 24, 1995Letter Agreement dated July 9, 1997

30

----

**EXHIBITB-1, AMENDMENT OF LEASES, SHEET 1**

**BUILDING600 PREMISES (Basement Level)**

31

----

**EXHIBITB-1, AMENDMENT OF LEASES, SHEET 2**

**BUILDING600 PREMISES (Fourth Floor)**

32

----

**EXHIBITB-1, AMENDMENT OF LEASES, SHEET 3**

**BUILDING600 PREMISES (Fifth Floor)**

 

33

----

**EXHIBITB-2, AMENDMENT OF LEASES, SHEET 1**

**BUILDING1400 PREMISES (Loading Dock)**

34

----

**EXHIBITB-2, AMENDMENT OF LEASES, SHEET 2**

**BUILDING1400 PREMISES (Lower Level)**

35

----

**EXHIBITB-2, AMENDMENT OF LEASES, SHEET 3**

**BUILDING1400 PREMISES (First Floor)**

 

36

----

**EXHIBITB-2, AMENDMENT OF LEASES, SHEET 4**

**BUILDING1400 PREMISES (Second Floor)**

37

----

**EXHIBITB-2, AMENDMENT OF LEASES, SHEET 5**

**BUILDING1400 PREMISES (Third Floor)**

38

----

**EXHIBITB-2, AMENDMENT OF LEASES, SHEET 6**

**BUILDING1400 PREMISES (Fourth Floor)**

 

39

----

**EXHIBITB-2, AMENDMENT OF LEASES, SHEET 7**

**BUILDING1400 PREMISES (Fifth Floor - Suite 501)**

40

----

**EXHIBITC, AMENDMENT OF LEASES**

**INTENTIONALLYOMITTED**

41

----

**EXHIBITD, AMENDMENT OF LEASES**

**INTENTIONALLY OMITTED**

42

----

**EXHIBIT E, AMENDMENT OF LEASES**

**COMPLEX**

 

43

----