**Exhibit10.1.5**

64 Sidney Street

Cambridge,Massachusetts

LANDLORD

FC 64 SIDNEY, INC.

TENANT

GENZYMECORPORATION

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| Table of Contents                                                  | ** ** | ** **                                           |
|--------------------------------------------------------------------|------------|------------------------------------------------------|
|                                                               |       |                                                 |   |   |
| ARTICLE I - RECITALS AND DEFINITIONS                               |       |                                                 |
|                                                               |       |                                                 |
| Section 1.1                                                        |       | Recitals                                             |   |   |
| Section 1.2                                                        |       | Definitions                                          |   |   |
| Section 1.3                                                        |       | Exhibits                                             |   |   |
|                                                               |       |                                                 |   |   |
| ARTICLE II - PREMISES AND TERM                                     |       |                                                 |
|                                                               |       |                                                 |
| Section 2.1                                                        |       | Premises                                             |   |   |
| Section 2.2                                                        |       | Appurtenant Rights                                   |   |   |
| Section 2.3                                                        |       | Landlord’s Reservations                         |   |   |
| Section 2.4                                                        |       | Parking                                              |   |   |
| Section 2.5                                                        |       | Commencement Date                                    |   |   |
| Section 2.6                                                        |       | Extension Options                                    |   |   |
|                                                               |       |                                                 |   |   |
| ARTICLE III - RENT AND OTHER PAYMENTS                              |       |                                                 |
|                                                               |       |                                                 |
| Section 3.1                                                        |       | Annual Fixed Rent Section                            |   |   |
| Section 3.2                                                        |       | Real Estate Taxes                                    |   |   |
| Section 3.3                                                        |       | Operating Expenses                                   |   |   |
| Section 3.4                                                        |       | Other Utility Charges                                |   |   |
| Section 3.5                                                        |       | Above-standard Services                              |   |   |
| Section 3.6                                                        |       | No Offsets                                           |   |   |
|                                                               |       |                                                 |   |   |
| ARTICLE IV – ALTERATIONS                                      |       |                                                 |
|                                                               |       |                                                 |
| Section 4.1                                                        |       | Consent Required for Tenant’s Alterations       |   |   |
| Section 4.2                                                        |       | Ownership of Alterations                             |   |   |
| Section 4.3                                                        |       | Construction Requirements for Alterations            |   |   |
| Section 4.4                                                        |       | Payment for Tenant Alterations                       |   |   |
|                                                               |       |                                                 |   |   |
| ARTICLE V - RESPONSIBILITY FOR CONDITION OF BUILDING  AND PREMISES |       |                                                 |
|                                                               |       |                                                 |
| Section 5.1                                                        |       | Maintenance of Building and Common Areas by Landlord |   |   |
| Section 5.2                                                        |       | Maintenance of Premises by Tenant                    |   |   |
| Section 5.3                                                        |       | Delays in Landlord’s Services                   |   |   |
|                                                               |       |                                                 |   |   |
| ARTICLE VI - TENANT COVENANTS                                      |       |                                                 |
|                                                               |       |                                                 |
| Section 6.1                                                        |       | Permitted Us                                         |   |   |
| Section 6.2                                                        |       | Laws and Regulations                                 |   |   |
| Section 6.3                                                        |       | Rules and Regulations; Signs                         |   |   |
| Section 6.4                                                        |       | Safety Compliance                                    |   |   |

 

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| Section 6.5                                                       |   | Landlord’s Entry                                                     |   |
|-------------------------------------------------------------------|--------|---------------------------------------------------------------------------|--------|
| Section 6.6                                                       |   | Floor Load                                                                |   |
| Section 6.7                                                       |   | Personal Property tax                                                     |   |
| Section 6.8                                                       |   | Assignment and Subleases                                                  |   |
|                                                              |   |                                                                      |   |
| ARTICLE VII - INDEMNITY AND INSURANCE                             |   |
|                                                              |   |
| Section 7.1                                                       |   | Indemnity                                                                 |   |
| Section 7.2                                                       |   | Liability Insurance                                                       |   |
| Section 7.3                                                       |   | Alterations, Improvements and Betterments; Personal  Property at Risk     |   |
| Section 7.4                                                       |   | Landlord’s Insurance                                                 |   |
| Section 7.5                                                       |   | Waiver of Subrogation                                                     |   |
|                                                              |   |                                                                      |   |
| ARTICLE VIII - CASUALTY AND EMINENT DOMAIN                        |   |
|                                                              |   |
| Section 8.1                                                       |   | Restoration Following Casualties                                          |   |
| Section 8.2                                                       |   | Landlord’s Termination Election                                      |   |
| Section 8.3                                                       |   | Tenant’s Termination Election                                        |   |
| Section 8.4                                                       |   | Casualty at Expiration of Lease                                           |   |
| Section 8.5                                                       |   | Eminent Domain                                                            |   |
| Section 8.6                                                       |   | Rent After Casualty or Taking                                             |   |
| Section 8.7                                                       |   | Taking Award                                                              |   |
|                                                              |   |                                                                      |   |
| ARTICLE IX – DEFAULT                                         |   |
|                                                              |   |
| Section 9.1                                                       |   | Tenant’s Default                                                     |   |
| Section 9.2                                                       |   | Damages                                                                   |   |
| Section 9.3                                                       |   | Cumulative Rights                                                         |   |
| Section 9.4                                                       |   | Landlord’s Self-Help                                                 |   |
| Section 9.5                                                       |   | Enforcement Expenses                                                      |   |
| Section 9.6                                                       |   | Late Charges and Interest on Overdue Payments                             |   |
| Section 9.7                                                       |   | Landlord’s Right to Notice and Cure                                  |   |
|                                                              |   |                                                                      |   |
| ARTICLE X – MORTGAGEES’ AND GROUND LESSORS’ RIGHTS |   |
|                                                              |   |
| Section 10.1                                                      |   | Subordination                                                             |   |
| Section 10.2                                                      |   | Prepayment of Rent Not to Bind Mortgagee                                  |   |
| Section 10.3                                                      |   | Tenant’s Duty to Notify Mortgagee; Mortgagee’s  Ability to Cure |   |
| Section 10.4                                                      |   | Estoppel Certificates                                                     |   |
|                                                              |   |                                                                      |   |
| ARTICLE XI – MISCELLANEOUS                                   |   |
|                                                              |   |
| Section 11.1                                                      |   | Notice of Lease                                                           |   |
| Section 11.2                                                      |   | Notices                                                                   |   |
| Section 11.3                                                      |   | Successors and Limitation on Liability on the  Landlord                   |   |
| Section 11.4                                                      |   | Waivers by the Landlord or Tenant                                         |   |

 

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| Section 11.5  |   | Acceptance of Partial Payments of Rent       |   |
|---------------|--------|----------------------------------------------|--------|
| Section 11.6  |   | Interpretation and Partial Invalidity        |   |
| Section 11.7  |   | Quiet Enjoyment                              |   |
| Section 11.8  |   | Brokerage                                    |   |
| Section 11.9  |   | Surrender of Premises and Holding Over       |   |
| Section 11.10 |   | Ground Lease                                 |   |
| Section 11.11 |   | Security Deposit                             |   |
| Section 11.12 |   | Financial Reporting                          |   |
| Section 11.13 |   | Cambridge Employment Plan                    |   |
| Section 11.14 |   | Parking and Transportation Demand Management |   |

 

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LEASE

ARTICLE I

RECITALS ANDDEFINITIONS

Section 1.1  -  Recitals.

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

In considerationof the mutual covenants herein set forth, the Landlord and the Tenant do herebyagree to the terms and conditions set forth in this Lease.

Section 1.2 - Definitions.

The followingterms shall have the meanings indicated or referred to below:

                “Additional Rent” means all charges payable by theTenant pursuant to this Lease other than Annual Fixed Rent, including withoutimplied limitation, the Tenant’s parking charges as provided in Section 2.4 andExhibit A; the Tenant’s Tax Expense Allocable to the Premises as provided inSection 3.2; the Tenant’s Operating Expenses Allocable to the Premises inaccordance with Section 3.3; amounts payable for special services pursuant toSection 3.5; the Landlord’s share of any sublease or assignment proceedspursuant to Section 6.8.

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

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

“Commencement Date”- See Section 2.5.

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

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

“Initial Term” -See Exhibit A.

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

“Landlord’sOriginal Address” - See Exhibit A.

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“Lease Year” meanseach period of one year during the Term commencing on the Commencement Date oron any anniversary thereof.

“Permitted Uses” -See Exhibit A.

“Premises” - SeeExhibit A and Section 2.1.

“Property” meansthe Land and the Building.

“Tenant’s OriginalAddress” - See Exhibit A.

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

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

Section 1.3 - Exhibits.

The Exhibits tothis Lease which are listed herein below, are incorporated herein by thisreference and are to be treated as a part of this Lease for all purposes.Undertakings contained in such Exhibits, including any Exhibits not attachedbut separately delivered to Tenant, are agreements on the part of Landlord andTenant, as the case may be, to perform the obligations stipulated therein.
| EXHIBIT  A - | Basic Lease Terms      |
|--------------|------------------------|
| EXHIBIT B -  | Legal Description      |
| EXHIBIT B-1  | Map of University Park |
| EXHIBIT B-2  | Depiction of Premises  |
| EXHIBIT C -  | Work Letter            |
| EXHIBIT D -  | Standard Services      |
| EXHIBIT E -  | Rules and Regulations  |
| EXHIBIT F -  | Roof Equipment         |
| EXHIBIT G -  | Removable Items        |

 

ARTICLE II

PREMISES AND TERM

Section 2.1 – Premises.

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

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

Section 2.2 - AppurtenantRights.

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

Section 2.3 - Landlord’sReservations.

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

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acknowledges that Tenanthas or will have so-called “clean rooms” located within the Premises, andLandlord shall not enter Tenant’s “clean rooms” without Tenant’s prior consentand without accompaniment by a representative of Tenant, except in case ofemergency.

Section 2.4 - Parking

The Landlord shallprovide and the Tenant shall pay for parking privileges for use by the Tenant’semployees, business invitees and visitors in accordance with Exhibit A. TheLandlord shall operate, or cause to be operated, a parking garage known as the80 Landsdowne Street Garage (the “Garage”) to serve the Building and otherbuildings in University Park. The Tenant’s parking privileges shall beinitially located in the Garage and shall be on a nonexclusive basis (i.e., noreserved spaces); provided, however, Landlord agrees that the Garage shall beoperated so as to maintain therein sufficient spaces to accommodate Tenant’sparking privileges described in Exhibit A. However, Tenant’s parking privilegesmay be relocated by Landlord, upon reasonable prior notice to Tenant fromLandlord, to another parking garage within University Park. All monthly userswill have unlimited access to the Garage twenty-four (24) hours per day, sevendays per week.

The Tenant agreesthat it and all persons claiming by, through and under it, shall at all timesabide by the reasonable rules and regulations promulgated by the Landlord, ofwhich Tenant is given written notice, with respect to the use of the parkingfacilities provided by the Landlord pursuant to this Lease. If there are anyconflicts between the provisions of such rules and regulations and anyprovisions of this Lease, the provisions of this Lease shall govern.

Charges for Tenant’sparking privileges hereunder shall be at the current monthly rate applicablefor such spaces and shall constitute Additional Rent and shall be payablemonthly to Landlord, during the Term, from and after the Commencement Date atthe time and in the fashion in which Annual Fixed Rent under this Lease ispayable.

At any time duringthe Term Landlord shall have the right to assign Landlord’s obligations toprovide parking, as herein set forth, together with Landlord’s right to receiveAdditional Rent for such parking spaces as herein provided, to a separateentity created for the purpose of providing the parking privileges set forthherein. In such event, Landlord and Tenant agree to execute and deliverappropriate documentation, including documentation with the new entity,reasonably necessary to provide for the new entity to assume Landlord’sobligations to provide the parking privileges to Tenant as specified herein andfor the Tenant to pay the Additional Rent attributable to the parkingprivileges directly to the new entity. Notwithstanding the foregoing, anyfailure of such assignee to provide to Tenant the parking privileges set forthherein shall be a Landlord default under this Lease.

Section 2.5 - CommencementDate.

“Commencement Date”means February 8, 2006.

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Section 2.6 - ExtensionOptions.

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

(a)           Such right to extend the Term shall beexercised by the giving of notice by Tenant to Landlord at least nine (9)months prior to the expiration of the then current Term. Upon the giving ofsuch notice, this Lease and the Term hereof shall be extended for an additionalterm of three (3) years without the necessity for the execution of anyadditional documents except a document evidencing the Annual Fixed Rent for theExtension Term to be determined as set forth below. Time shall be of theessence with respect to the Tenant’s giving notice to extend the Term. In noevent shall the Term hereof be extended for more than six (6) years after theexpiration of the Initial Term.

(b)  Each Extension Term shall be upon all theterms, conditions and provisions of this Lease except the Annual Fixed Rentduring each such three (3) year Extension Term shall be the then Extension FairRental Value of the Premises for such Extension Term to be determined underthis Section 2.6.

(c)  For purposes of each Extension Term describedin this Section 2.6, the Extension Fair Rental Value of the Premises shall meanninety-five percent (95%) of the then current fair market annual rent forleases of other space similarly improved, taking into account the condition towhich such premises have been improved (excluding Removable Alterations) andthe economic terms and conditions specified in this Lease that will beapplicable thereto, including the savings, if any, due to the absence orreduction of brokerage commissions; provided, however, in no event shall theExtension Fair Rental Value bean amount that is less than the Annual Fixed Rentdue during the period immediately preceding such extension. The Landlord and Tenantshall endeavor to agree upon the Extension Fair Rental Value of the Premiseswithin thirty (30) days after the Tenant has exercised an option for anExtension Term. If the Extension Fair Rental Value of the Premises is notagreed upon by the Landlord and the Tenant within this time frame, each of theLandlord and the Tenant shall retain a real estate professional with at leastten (10) years continuous experience in the business of appraising or marketing(including brokering) similar commercial real estate in the Cambridge,Massachusetts area who shall, within thirty (30) days of his or herselection,  prepare a written reportsummarizing his or her conclusion as to the Extension Fair Rental Value.  The Landlord and the Tenant shallsimultaneously exchange such reports; provided, however, if either party hasnot obtained such a report within forty-five (45) days after the last day ofthe thirty (30) day period referred to above in this Section 2.6, then thedetermination set forth ( in the Other party’s report shall be final andbinding upon the parties. If both parties receive reports within such time andthe lower determination is within ten percent (10%) of the higherdetermination, then the average of these determinations shall be deemed to bethe Extension Fair Rental Value for the Premises. If these determinationsdiffer by more than ten percent (10%), then the Landlord and the tenant shallmutually select a person with the qualifications stated above (the “FinalProfessional”) to resolve the dispute as to the Extension Fair Rental Value forthe Premises. If the Landlord and the Tenant cannot  agree upon the designation of the FinalProfessional within ten (10) days of the exchange of the first valuation reports,either party may apply to the American Arbitration

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Association, the GreaterBoston Real Estate Board, or any successor thereto, for the designation of aFinal Professional. Within ten (10) days of the selection of the FinalProfessional, the Landlord and the tenant shall each submit to the FinalProfessional a copy of their respective real estate professional’sdetermination of the Extension Fair Rental Value for the Premises. The FinalProfessional shall then, within thirty (30) days of his or her selection,prepare a written report summarizing his or her conclusion as to the ExtensionFair Rental Value (the “Final Professional’s Valuation”). The Finalprofessional shall give notice of the Final Professional’s Valuation to theLandlord and the Tenant and such decision shall be final and binding upon theLandlord and the Tenant, unless Landlord or Tenant provide written notice ofdisapproval to the other party within ten (10) days of its receipt of the FinalProfessional’s Valuation.  In the eventthat Landlord or Tenant disapproves of the Final Professional’s Valuation, (i)the disapproving party shall be responsible for payment to all third partyappraisers utilized in connection with the process set forth in this Section2.6, and (ii) the Lease shall be terminated effective three (3) monthsfollowing the end of the original term (Tenant shall pay rent at the AnnualFixed Rent during such three (3) month period). In the event that Landlord andTenant do not terminate this Lease pursuant to the preceding sentence and theterm of the Lease is extended, each party shall pay the fees and expenses ofits real estate professional and counsel, if any, in connection with anyproceeding under this paragraph, and one-half of the fees and expenses of theFinal Professional. In the event that the commencement of the Extension Termoccurs prior to a final determination of the Extension Fair Rental Valuetherefor (the “Extension Rent Determination Date”), then the Tenant shall paythe Annual Fixed Rent at the greater of (i) the rate specified by the Landlordin its proposed Extension Fair Rental Value or (ii) the then applicable FixedRental Rate (such greater amount being referred to as the “Interim Rent”). Ifthe Annual Fixed Rent as finally determined for the Extension Term isdetermined to be greater than the Interim Rent, then the Tenant shall pay tothe Landlord the amount of the underpayment for the period from the end of theinitial term of this Lease until the Extension Rent Determination Date withinthirty (30) days of the Extension Rent Determination Date If the Annual FixedRent as finally determined for the Extension Term is determined to be less thanthe Interim Rent, then the Landlord shall credit the amount of such overpaymentagainst the monthly installments of Annual Fixed Rent coming due after theExtension Rent Determination Date.

ARTICLE III

RENT AND OTHERPAYMENTS

Section 3.1 - AnnualFixed Rent.

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

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Section 3.2 – RealEstate Taxes.

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

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

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

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

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

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

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

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

Section 3.3 - OperatingExpenses.

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

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

(b) “OperatingExpenses for the Property” means Landlord’s cost of operating, cleaning,maintaining and repairing the Property, the roads, driveways and walkways forproviding access to the Building, and shall include without limitation the costof services on Exhibit D; premiums for insurance carried pursuant to Section7.4; the amount deductible from any fire or other casualty Insurance claim ofthe Landlord (which amount is currently $10,000.00, and which amount may beincreased during the Term and any Extension Term provided such increase isreasonable and customary); reasonable compensation and all fringe benefits,worker’s compensation insurance premiums and payroll taxes paid to, for or withrespect to all persons (University Park/Building general manager and below)directly engaged in the managing, operating, maintaining or cleaning of theProperty; interior landscaping and maintenance; steam, water, sewer, gas, oil,electricity, telephone and other utility charges (excluding such utility

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charges which are eitherseparately metered or separately chargeable to Tenant or other Buildingtenants); cost of building and cleaning supplies used in cleaning the commonareas of the Property; the costs of providing conditioned air for HVAC purposes(excluding such costs which are either separately metered or separatelychargeable to tenants for additional or special services and those chargesrelated to the cost of operating base Building equipment not used by Tenant));the costs of routine environmental management programs operated by Landlord(including, but not limited to, periodic testing of air quality, temperatureand humidity and the proper operation of the HVAC system): rental costs forequipment used in the operating, cleaning, maintaining or repairing of thecotillion areas of the Property, or the applicable fair market rental chargesin the case of equipment owned by Landlord; cost of cleaning; cost ofmaintenance, repairs and replacements (other than repairs and replacementsreimbursed from contractors under guarantees or made by  the Landlord pursuant to the Work Letter,reimbursed from any tenant of the Property or for which Landlord otherwisereceives reimbursement); cost of snow removal; cost of landscape, streetscape,graphics, signage and banner maintenance; security services (security shall bebuilding standard security; Tenant shall be responsible for the cost of anyadditional security services it may require due to its business operations);payments under service contracts with independent contractors; management feesat reasonable rates consistent with the type of occupancy and the servicerendered, which such fees are currently $1.07 per rentable square foot; thecost of any capital improvement either required by law or regulation or whichreduces the Operating Expenses for the Property or which improves themanagement and operation of the Property in a manner acceptable to Tenant,which cost shall be amortized in accordance with generally accepted accountingprinciples, together with interest on the unamortized balance at the baselending rate announced by a major commercial bank designated by the Landlord(the “Prime Rate”), or such higher rate (not to exceed the Prime Rate plusthree percent [3%]) as may have been paid by the Landlord on funds actuallyborrowed for the purpose of constructing such capital improvements; chargesreasonably allocated to the Building on a prorata basis for the cost ofoperating, cleaning, maintaining and repairing of University Park common areas,facilities, amenities and open spaces; and all other reasonable and necessaryexpenses paid in connection with the Operation, cleaning, maintenance, repairand administration of the Property.  Iffor any reason, portions of the rentable area of the Building not included inthe Premises were not occupied by tenants or any tenants in the Building weresupplied with a different level of standard services than those supplied to theTenant under this Lease. Landlord’s Operating Expenses for the Property shallinclude the amounts reasonably determined by Landlord which would have beenincurred if all of the rentable area in the Building were occupied and weresupplied with the sane level of standard services as supplied to the Tenantunder this Lease. Additionally, if certain services or facilities suppliedunder this Lease by Landlord do not from time to time, in (Landlord’sreasonable judgment, serve all of the users in the Building (i.e.,  office, retail, banking, restaurant, etc.)then the costs associated therewith shall be equitably allocated by Landlord,in its reasonable judgment, exclusively or proportionately to and among onlythose portions of the total rentable floor area of the Building that arebenefiting from such services or facilities.

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

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required, above andbeyond ordinary periodic maintenance, to maintain in serviceable condition themajor structural elements of the Building, including the roof, exterior wallsand floor slabs; replacement or contingency reserves; cost of capitalimprovements except to the extent permitted in the preceding paragraph; groundlease rents or payment of debt obligations; accounting, legal and otherprofessional fees for matters not relating to the normal administration andoperation of the Property; promotional, advertising, public relations orbrokerage fees and commissions paid in connection with services rendered forsecuring or renewing leases; services provided for the exclusive use or benefitof retail tenants in the Building; costs of renovating or otherwise improvingspace for tenants or other occupants of the Building; any cost ofreconstruction or other work occasioned by fire, windstorm, or by any othercasualty except as specifically permitted in the preceding paragraph; or by theexercise of the right of eminent domain; interest and principal payments onloans or any rental payments on any ground leases or legal fees or other costsof defending or prosecuting any lawsuits or disputes with any mortgagee orground lessor; advertising expenses and leasing commissions and any other costin connection with leasing of space in the Building; any cost or expenditurefor which the Landlord is reimbursed, whether by insurance proceeds orotherwise; the cost of constructing and maintaining the 20 Sidney Street Garageor any temporary parking area provided to the Tenant pursuant to Section 2.4.The Landlord’s Operating Expenses shall be reduced by the amount of anyproceeds, payments, credits or reimbursements which the Landlord receives fromsources other than tenants and which are applicable to such Operating Expensesfor the Property.

Payments by theTenant for its share of the Operating Expenses for the Property shall be mademonthly at the time and in the fashion herein provided for the payment ofAnnual Fixed Rent. The amount so to be paid to the Landlord shall be an amountfrom time to time reasonably estimated by the Landlord to be sufficient toaggregate a sum equal to the Tenant’s share of the operating Expenses for theProperty for each fiscal year of Landlord.

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

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Section 3.4 - OtherUtility Charges.

During the Term,the tenant shall pay directly to the provider of the service all separatelymetered charges for electrical service in the Premises (including but notlimited to, lights, electrical outlets, VAV boxes and any other specialequipment exclusively servicing the Premises, whether located within or outsideof the Premises), and shall pay to Landlord as Additional Rent its allocableshare of the actual costs charged to Landlord by the providers of water, sewerand other services and Utilities which are based on submetered usage.

Section 3.5 - Above-standardServices.

If the Tenantrequests and the Landlord elects to provide any services to the Tenant inaddition to those described in Exhibit D, the Tenant shall ( pay to theLandlord, as Additional Rent, the amount billed by Landlord for such servicesat Landlord’s rates as are from time to time in effect, which rates shall reflectthe actual cost to Landlord of providing such services, including reasonableactual out-of-pocket costs to third parties and reasonable costs associatedwith the use of internal staff of either Landlord or affiliated entities ofLandlord (but only to the extent such costs are not included in OperatingExpenses by Landlord). If the Tenant has requested that such services beprovided on a regular basis, the Tenant shall, if requested by the Landlord,pay for such services at the time and in the fashion in which Annual Fixed Rentunder this Lease is payable.  Otherwise,the Tenant shall pay for such additional services within thirty (30) days afterreceipt of an invoice from the Landlord. Landlord shall have the right fromtime to time to inspect Tenant’s utility meters and to install timers orsubmeters thereon for purposes of monitoring above-standard service usage.

Section 3.6 - NoOffsets.

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

Section 3.7 - Tenant’sAudit Rights.

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

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ARTICLE IV

ALTERATIONS

Section 4.1 – ConsentRequired for Tenant’s Alterations.

The Tenant maymake interior alterations and additions of a decorative or cosmetic nature (asdefined below), the cost of which does not exceed $50,000 in the aggregate inany twelve (12) month period, without the need of any approval from Landlord (“CosmeticAlterations”). The Tenant shall not make alterations or additions to thePremises except in accordance with the University Park Tenant Design andConstruction Manual and the plans and specifications therefor first approved bythe Landlord, which approval shall not be unreasonably withheld, conditioned ordelayed. Tenant shall be responsible for Landlord’s reasonable out-of-pocketcosts for any third party architectural, engineering or other consultingservices reasonably required by Landlord in connection with Landlord’s reviewand approval of Tenant’s plans and specifications, provided, however, thereshall be no charge in connection with Landlord’s review of Tenant’s plans forthe initial alteration to the Premises. The Landlord shall not be deemedunreasonable for withholding approval of any alterations or additions which (i)would adversely affect any structural or exterior element of the Building, anyarea or element outside of the Premises, or any facility serving any area ofthe Building outside of the Premises or any publicly accessible major interiorfeatures of the Building. (ii) will require unusual expense to readapt thePremises to normal use unless the Tenant first gives assurance reasonablyacceptable to the Landlord that such readaptation will be made prior to theexpiration of the Term without expense to the Landlord, or (iii) which wouldnot be compatible with existing mechanical or electrical, plumbing, HVAC orother systems in the Building, or use more than Tenants prorata share ofBuilding capacities, in each case, as reasonably determined by the Landlord.

Section 4.2 - Ownershipof Alterations.

All alterationsand additions shall be part of the Building and owned by the Landlord exceptfor the items listed on Exhibit G (the “Removable Items”), as such Exhibit Gmay be amended upon the written agreement of Landlord and Tenant. The RemovableItems may be removed by Tenant at its option upon the expiration or earliertermination of this Lease, provided, however Landlord may require such removalby Tenant provided Landlord advised Tenant in writing of such requirement priorto the installation of the alteration or addition by Tenant.  If Tenant fails to inform Landlord, inwriting, at least ten (10) days prior to the installation of the alteration oraddition, thereby preventing Landlord from making a determination as to whetherit will want such addition or alteration removed from the Premises prior to itsinstallation, then Landlord may require such removal without exception. Allmovable equipment and furnishings not attached to the Premises shall remain theproperty of the Tenant and shall be removed by the Tenant upon termination orexpiration of this Lease. The Tenant shall repair any damage caused by theremoval of any alterations, additions or personal property from the Premises,including the Removable Items. Additionally, Tenant shall be responsiblefor  decommissioning all lab space in thePremises including the removal of all chemical, radioactive and/or biohazardousmaterials upon termination or expiration of this Lease.

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Section 4.3 - ConstructionRequirements for Alterations.

All constructionwork by the Tenant shall be done in a good and workmanlike manner employingonly first-class materials and in compliance with Landlord’s construction rulesand regulations then in effect and with all applicable laws and all lawfulordinances, regulations and orders of governmental authority and insurers ofthe Building. The Landlord or Landlord’s authorized agent may (but without anyimplied obligation to do so) inspect the work of the Tenant at reasonable timesand shall give notice of observed defects. All of the Tenant alterations andadditions and installation of furnishings shall be coordinated with any workbeing performed by the Landlord and In such manner as to maintain harmoniouslabor relations and not to damage the Building or interfere with Buildingconstruction or operation and, except for installation of furnishings, shall beperformed by contractors or workmen first approved by the Landlord, whichapproval the Landlord agrees not to unreasonably withhold or delay.  The Tenant, before starting any work, shallreceive and comply with Landlord’s construction rules and regulations and shallcause Tenant’s contractors to comply therewith shall secure all licenses andpermits necessary therefore, shall deliver to the Landlord a statement of thenames of all its contractors and subcontractors and the estimated cost of alllabor and material to be furnished by them, and shall deliver to Landlordsecurity satisfactory to the Landlord protecting the Landlord against liensarising out of the furnishing of such labor and material; and cause eachcontractor to carry worker’s compensation insurance in statutory amountscovering all the contractors and subcontractors’ employees and comprehensivegeneral public liability insurance with such limits as the Landlord may requirereasonably, but in no event less than $1,000,000 (individual) /$3,000,000(aggregate) or in such other amounts as Landlord may reasonably requirecovering personal injury and death and property damage (all such insurance tobe written in companies approved reasonably by the Landlord and insuring theLandlord. Landlord’s managing agent, ground lessor and first mortgagee, and theTenant as well as the contractors and to contain a requirement for at leastthirty (30) days’ notice to the Landlord prior to cancellation, non renewal ormaterial change), and to deliver to the Landlord certificates of all suchinsurance.

Section 4.4 - Paymentfor Tenant Alterations.

The Tenant agrees to paypromptly when due the entire cost of any work done on the Premises by theTenant, its agents, employees or independent contractors, and not to cause orpermit any liens for labor or materials performed or furnished in connectiontherewith to attach to the Premises or the Property and promptly to dischargeany such liens which may so attach. If any such lien shall be filed against thePremises or the Property as a result of any work done on the Premises byTenant, its agents, employees or independent contractors, and the Tenant shallfail to cause such lien to be discharged within ten (10) days after the filingthereof, the Landlord may cause such lien to be discharged by payment, bond orotherwise without investigation as to the validity thereof or as to any offsetsor defenses which the Tenant may have with respect to the amount claimed. TheTenant shall, reimburse the Landlord, as Additional Rent, for any reasonablecost so incurred and shall indemnify and hold harmless the Landlord from andagainst any and all claims, costs, damages, liabilities and expenses (includingreasonable attorneys’ fees) which may be incurred or suffered by the Landlordby reason of any such lien or its discharge.

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ARTICLE V

RESPONSIBILITY FORCONDITION OF BUILDING AND PREMISES

Section 5.1 - Maintenanceof Building and Common Areas by Landlord.

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

Landlord covenantsthat it shall use reasonable efforts to operate, clean, repair, maintain andmanage the Property efficiently and economically.

Section 5.2 - Maintenanceof Premises by Tenant.

The Tenant shallkeep neat and clean and maintain in good order, condition and repair thePremises and every part thereof, including mechanical equipment and othersystems exclusively serving the Premises, reasonable wear and tear excepted,and further excepting those repairs for which the Landlord is responsiblepursuant to Section 5.1 and damage by fire or other casualty and as aconsequence of the exercise of the power of eminent domain, and shall surrenderthe Premises at the end of the Term in such condition, first removing all goodsand effects of the Tenant and, to the extent specified by the Landlord bynotice to the Tenant pursuant to Section 4.2, all alterations and additionsmade by the Tenant, and repairing any damage caused by such removal andrestoring the Premises and leaving them clean and neat. The Tenant shall beresponsible for the cost of repairs which may be made necessary by reason ofdamages to common areas in the Building by the Tenant, or any of thecontractors or invitees of the Tenant. All of Tenant’s data, networking,security and other systems and equipment, shall be maintained by Tenant. Tenantshall, upon request, provide evidence reasonably satisfactory to Landlord thatit has available the necessary expertise to properly conduct and carry out theresponsibility, either through persons employed by the Tenant or throughcontracts with Independent service organizations, or a combination thereof.

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Section 5.3 - Delaysin Landlord’s Services.

The Landlord shallnot be liable to the Tenant for any compensation or reduction of rent by reasonor inconvenience or annoyance or for loss of business arising from thenecessity of the Landlord or its agents entering the Premises in accordancewith Section 2.3 hereof for any purposes authorized in this Lease, or forrepairing the Premises as required or permitted herein or any portion of theBuilding. In case the Landlord is prevented or delayed from making any repairs,alterations or improvements, or furnishing any services or performing any othercovenant or duty to be performed on the Landlord’s part, by reason of anyExternal Cause, the Landlord shall not be liable to the Tenant therefor, nor,except as expressly otherwise provided in this Lease, shall the Tenant beentitled to any abatement or reduction of rent by reason thereof, nor shall thesame give rise to a claim in the Tenant’s favor that such failure constitutesactual or constructive, total or partial, eviction from the Premises provided,however, Landlord shall use reasonable, good faith efforts not to interferewith Tenants conduct of its business on the Premises.

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

Notwithstandinganything contained herein to the contrary, in the event Landlord shall fail toprovide the services it is required to provide to Tenant hereunder (a “ServiceFailure”) other than as a result of Tenant’s acts or omissions or ExternalCauses, and as a result thereof, Tenant is reasonably (unable to use or conductits operations on part or all of the Premises for more than three (3) businessdays, Tenant shall be entitled to proportionate abatement of rent for theperiod Tenant is reasonably unable to use or conduct its operations in part orall of the Premises.  If a ServiceFailure is a result of any cause other than Tenant’s acts or omissions, andresults in a loss of service to the Premises and to more than fifty percent(50%) of the Building, Tenant shall have the right to terminate this Lease ifLandlord fails or is unable to restore such services within six (6) months fromthe date of interruption and Tenant is reasonably unable to use or conduct itsoperations in a substantial part or all of the Premises.  If a Service Failure is a result of any causeother than Tenant acts or omissions, and results in a loss of service to thePremises but to less than Fifty percent (50%) of the Building. Tenant shallhave the right to terminate this Lease if Landlord tails or is unable torestore such services within three (3) months from the date of interruption andTenant is reasonably unable to use or conduct its operations in a substantialpart or all of the Premises. Tenant shall have the right to terminate thisLease as aforesaid by written notice to Landlord at any time after theexpiration of such six (6) month period, and such termination shall beeffective as of the date of Tenant notice.

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ARTICLE VI

TENANT COVENANTS

The Tenantcovenants during the Term and for such further time as the Tenant occupies anypart of the Premises:

Section 6.1 - PermittedUses.

The Tenant shalloccupy the Premises only for the Permitted Uses, and shall not injure or defacethe Premises or the Property, nor permit in the Premises any auction sale. TheTenant shall give written notice to the Landlord of any materials on OSHA’sright to know list or which are subject to regulation by any other federal,state, municipal or other governmental authority and which the Tenant intendsto have present at the Premises. The Tenant shall comply with all requirementsof public authorities and of the Board of Fire Underwriters in connection withmethods of storage, use and disposal thereof. The Tenant shall not permit inthe Premises any nuisance or the emission from the Premises of anyobjectionable noise, odor or vibration, nor use or devote the Premises or anypart thereof for any purpose which is contrary to law or ordinance or liable toinvalidate or increase premiums for any insurance on the Building or itscontents or liable to render necessary any alteration or addition to theBuilding, nor commit or permit any waste in or with respect to the Premises,nor generate, store or dispose of any oil, toxic substances, hazardous wastes,or hazardous materials (each a, “Hazardous Material”), or permit the same in oron the Premises or any parking areas provided for under this Lease, unlessfirst giving Landlord notice thereof. The Tenant may use radioactive materialsand experiment with laboratory animals on the Premises so long as Tenantcomplies, at all times during the Term, with any and all applicable laws,regulations, ordinances, orders and the like. The Tenant shall not dump, or inany way introduce any Hazardous Materials into septic, sewage or other wastedisposal systems serving the Premises or any parking areas provided for underthis Lease, except in accordance with all applicable laws, regulations,ordinances, orders and the like or as permitted by government license or permitobtained by the Tenant. The Tenant will indemnify the Landlord and itssuccessors and assigns against all claims, loss, cost and expense, includingreasonable attorneys’ fees, incurred as a result of any contamination of theBuilding or any other portion of University Park with Hazardous Materials bythe Tenant or Tenant’s contractors, licensees, invitees, agents, servants oremployees. With respect to any Permitted Use, Tenant shall provide to Landlordcertified copies of all regulatory filings, licenses and permits Tenant hasbeen required by law to obtain prior to handling any such Hazardous Materials,together with evidence reasonably satisfactory to Landlord that such licensesand/or permits are valid and in full force and effect. Tenant shall havereceived all such licenses and/or permits prior to commencement of itsoperations in the Premises.  From time totime hereafter, upon thirty (30) days advance notice from Landlord, Tenant willprovide Landlord with such updated certified copies of licenses and/or permitsas the Landlord may reasonably request. Upon written request by the Landlord.Tenant shall immediately remove any material or substances which are not in compliancewith this Section 6.1.

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Section 6.2 - Laws andRegulations.

The Tenant shallcomply with all federal, state and local laws, regulations, ordinances,executive orders, federal guidelines, and similar requirements in effect fromtime to time, including, without limitation, any such requirements pertainingto employment opportunity, anti-discrimination, affirmative action and trafficmitigation.

Section 6.3 - Rulesand Regulations; Signs.

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

The Landlord shallprovide a Building directory in the office lobby with Tenant’s name, and floorlocations within the Building listed therein and Building standard signage atthe entry of the Premises.

Section 6.4 - SafetyCompliance.

The Tenant shallkeep the Premises equipped with all safety appliances required by law orordinance or any other regulations of any public authority because of anynon-office use made by the Tenant (as opposed to major safety appliancesrequired generally for the Property and the Building, for which the Landlordshall be responsible) and to procure all licenses and permits so requiredbecause of such use and, if requested by the Landlord, do any work so requiredbecause of such use, it being understood that the foregoing provisions shallnot be construed to broaden in any way the Tenant’s Permitted Uses. Tenantshall conduct such periodic tests, evaluations or certifications of safetyappliances and equipment as are required or recommended in accordance withgenerally accepted standards to ensure that such safety appliances andequipment remain in good working order, and shall provide to Landlord copies ofsuch reports, evaluations and certifications as requested by Landlord.

Section 6.5 - Landlord’sEntry.

The Tenant shallpermit the Landlord and its agents, after reasonable notice (except in the caseof emergencies) and with accompaniment by a representative of Tenant to enterthe Premises at all reasonable hours for the purpose of inspecting or of makingrepairs as required or permitted to be made herein to the same, and for thepurpose of showing the Premises to prospective purchasers and mortgagees at allreasonable times after reasonable prior notice to Tenant and to prospectivetenants during the last twelve (12) months of the Term provided that inconnection with such entry.  Tenant mayprovide procedures reasonably designed so as not to jeopardize Tenant’s tradesecrets proprietary technology or critical business operations. Except in

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

Section 6.6 - FloorLoad.

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

Section 6.7 - PersonalProperty Tax.

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

Section 6.8 - Assignmentand Subleases.

The Tenant shallnot assign, mortgage, pledge, hypothecate or otherwise transfer this Lease, orsublet (which term, without limitation, shall include granting of concessions,licenses and the like) the whole or any part of the Premises without, in eachinstance, having first received the consent of the Landlord which consent shallnot be unreasonably withheld or delayed. Except as specifically permittedherein, any assignment or sublease made without such consent shall be void.Notwithstanding anything to the contrary contained in this Section, Tenantshall have the right to assign or otherwise transfer this Lease or thePremises, or part of the Premises, without obtaining the prior consent ofLandlord, (a) to its parent corporation or to wholly owned subsidiary or to acorporation which is wholly owned by the same corporation which wholly ownsTenant, provided that (i) the transferee shall, prior to the effective date ofthe transfer, deliver to Landlord instruments evidencing such transfer and itsagreement to assume and be bound by all the terms, conditions and covenants ofthis Lease to be performed by Tenant, all in form reasonably acceptable to Landlord,and (ii) at the time of such transfer there shall not be an uncured Event ofDefault under this Lease; or (b) to the purchaser of all or substantially allof its assets or to any entity into which the Tenant may be merged orconsolidated (along with all or substantially all of its assets) (the “AcquiringCompany”), provided that (i) the net assets of the Acquiring Company at thetime of the transfer or merger shall not be less than the net assets of Tenantat the time of the signing of this Lease, (ii) the Acquiring Company continuesto operate the business conducted in the Premises consistent with the PermittedUses described in Exhibit A hereto (iii) the Acquiring Company shall assume inwriting, in form acceptable to Landlord, all of Tenant’s obligations under thisLease (iv) Tenant shall provide to Landlord such additional informationregarding the Acquiring Company as Landlord shall reasonably request, and (v)Tenant shall pay Landlord’s reasonable expenses actually incurred in connection

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therewith. UnlessLandlord shall have objected to such assignment or transfer by Tenant withinten (10) business days following Landlord’s receipt of the information or itemsdescribed in (b)(i) and (iii) above, Landlord shall be deemed to have waivedits right to object thereto. The transfers described in this paragraph arereferred to hereinafter as “Permitted Transfers.”

Whether or not theLandlord consents, or is required to consent, to any assignment or subletting,and except for Permitted Transfers, the Tenant named herein shall remain fullyand primarily liable for the obligations of the tenant hereunder, including,without limitation, the obligation to pay Annual Fixed Rent and Additional Rentprovided under this Lease. The Tenant shall give the Landlord notice of anyproposed sublease or assignment, whether or not the Landlord’s consent isrequired hereunder, specifying the provisions of the proposed subletting orassignment, including (i) the name and address of the proposed subtenant orassignee, (ii) a copy of the proposed subtenant’s or assignee’s, most recentannual financial statement, (iii) all of the terms and provisions upon whichthe proposed subletting or assignment is to be made and such other informationconcerning the proposed subletting or assignment is to be made and such otherinformation concerning the proposed subtenant or assignee as the Tenant hasobtained in connection with the proposed subletting or assignment. The Tenantshall reimburse the Landlord promptly after receiving a written invoice thereoffor reasonable legal and other expenses actually incurred by the Landlord inconnection with any request by the Tenant for consent to any assignment orsubletting.  If this Lease is assigned,and Tenant is in default beyond any grace or cure period under the Lease, theLandlord may, upon prior written notice to Tenant, at any time arid from timeto time, collect rent and other charges from the assignee, sublessee oroccupant and apply the net amount collected to the rent and other charges hereinreserved, but no such assignment, subletting, occupancy or collection shall bedeemed a waiver of the prohibitions contained in this Section 6.8 or theacceptance of the assignee, sublessee or occupant as a tenant, or a release ofthe Tenant from the further performance by the Tenant of covenants on the partof the Tenant herein contained. The Tenant shall pay to the Landlord fiftypercent (50%) of any amounts the Tenant actually receives from any subtenant orassignee as rent, additional rent or other forms of compensation orreimbursement for the sublease, assignment or occupancy of the Premises, afterdeducting therefrom (i) the then due and payable proportionate monthly share ofAnnual Fixed Rent Additional Rent and all other monies due to Landlord pursuantto this Lease (allocable in the case of a sublease to that portion of thePremises being subleased), and (ii) all reasonable and customary subleaseexpenses (including but not limited to bonafide brokerage fees, fit upexpenses, free rent periods, marketing costs and attorney’s fees) incurred byTenant. The preceding sentence shall not apply to any Permitted Transfers. Theconsent by the Landlord to an assignment or subletting shall not be construedto relieve the Tenant from obtaining the express consent in writing of theLandlord to any further assignment or subletting.

ARTICLE VI

INDEMNITY ANDINSURANCE

Section 7.1 – Indemnity.

To the maximumextent this agreement may be made effective according to law, the Tenant agreesto defend, indemnify and save harmless the Landlord from and against allclaims, loss, or damage of whatever nature arising from any breach by Tenant ofany obligation of Tenant under this Lease beyond applicable notice and cureperiods or from any act, omission or

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

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

The foregoingindemnities and hold harmless agreements shall include indemnity againstreasonable attorneys’ fees and all other costs, expenses and liabilitiesincurred in connection with any such claim or proceeding brought thereon, andthe defense thereof.

Section 7.2 - LiabilityInsurance.

The Tenant agreesto maintain in full force from the date upon which the Tenant first enters thePremises for any reason, throughout the Term, and thereafter, so long as theTenant is in occupancy of any part of the Premises, a policy of commercialgeneral liability insurance under which the Landlord (and the Building’smanaging agent, any ground lessor and any holder of a first mortgage on theProperty of whom the Tenant is notified in writing by the Landlord,collectively, the “Additional Named Insureds”) and the Tenant are named asinsureds and under which the insurer provides a contractual liabilityendorsement insuring against all cost, expense and liability arising out of orbased upon any and all claims, accidents, injuries and damages described inSection 7.1, in the broadest form of such coverage from time to time available,each such policy shall be noncancellable and nonamendable (to the extent thatany proposed amendment reduces the limits or the scope of the insurancerequired in this Lease) with respect to the Landlord and such ground lessor andfirst mortgagee without thirty (30) days’ prior notice to the Landlord and theAdditional Named Insureds and a certificate of insurance shall be delivered tothe Landlord. The minimum limits of liability of such insurance as of theCommencement Date shall be Three Million Dollars ($3,000,000.00) per occurrenceand Three Million Dollars ($3,000,000.00) in the aggregate for combined bodilyinjury (or death) and damage to property, and from time to time during the Termsuch limits of liability shall be

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

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

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

The Tenant agreesthat all of the furnishings, fixtures, equipment effects and property of everykind, nature and description of the Tenant and of all persons claiming bythrough or under the Tenant which, during the continuance of this Lease or anyoccupancy of the Premises by the Tenant or anyone claiming under the Tenantwhich, during the continuance of this Lease or any occupancy of the Premises bythe Tenant or anyone claiming under the Tenant, may be on the Premises orelsewhere in the Building or on the Land or parking facilities provided herebyshall be at the sole risk and hazard of the Tenant, and if the whole or anypart thereof shall be destroyed or damaged by fire, water or otherwise, or bythe leakage or bursting of water pipes, steam pipes, or other pipes, by theftor from any other cause, no part of said loss or damage is to be charged to orbe borne by the Landlord, except that the Landlord shall in no event beexonerated from any liability to the Tenant (subject to Section 7.5 hereof) forany injury, loss, damage or liability to the extent same is caused by Landlord’s,or its agents’, employees’, servants’ or contractors’, negligence or willfulmisconduct.

Section 7.4 - Landlord’sInsurance.

The Landlord shallcarry, or cause to be carried, such casualty and liability insurance upon andwith respect to operations at the Building as may from time to time be deemedreasonably prudent by the Landlord or required by any mortgagee holding amortgage thereon or any ground lessor of the Land, and in any event, insuranceagainst loss by fire and the risks now covered by extended coverage endorsementNo. 4 in an amount at least equal to the full replacement cost of the Building,exclusive of foundations, excavations and footings.

Section 7.5 - Waiverof Subrogation.

Any insurancecarried by either party, or caused to be carried by either party, with respectto the Building, Land, Premises, parking facilities or any property therein oroccurrences thereon shall, without further request by either party, include aclause or endorsement denying to the Insurer rights of subrogation against theother party to the extent rights have been waived by the insured prior tooccurrence of any claim, damage, injury or loss.  Each party, notwithstanding any provisions ofthis Lease to the contrary, hereby waives any claims or rights of recoveryagainst the other for injury or loss, including, without limitation, injury orloss caused by negligence of such other party to the extent covered byinsurance actually carried or required to be carried hereunder.

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ARTICLE VIII

CASUALTY ANDEMINENT DOMAIN

Section 8.1 - RestorationFollowing Casualties.

If, during the Term,the Building or the Premises shall be damaged by fire or casualty, subject tothe exceptions and limitations provided below, the Landlord shall proceedpromptly to exercise diligent efforts to restore, or cause to be restored, theBuilding or the Premises, as the case may be, to substantially the conditionthereof just prior to time of such damage, but the Landlord shall not beresponsible for delay in such restoration which may result from External Causesor due to any act, failure to act or neglect of Tenant or Tenant’s servants,agents, employees or licensees. The Landlord shall have no obligation to expendin the reconstruction of the Building more than the actual amount of insuranceproceeds made available to the Landlord by its insurer and not retained by theLandlord’s mortgagee or ground lessor. Any restoration of the Building or thePremises shall be altered to the extent necessary to comply with then currentlaws and applicable codes.

Section 8.2 - Landlord’sTermination Election.

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

Section 8.3 - Tenant’sTermination Election.

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

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

Section 8.4 - Casualtyat Expiration of Lease.

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

Section 8.5 - EminentDomain.

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

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

Section 8.6 - RentAfter Casualty or Taking.

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

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Section 8.7 - TakingAward.

The Landlord shallhave and hereby reserves and accepts, and the Tenant hereby grants and assignsto the Landlord, all rights to recover for damages to the Building and theLand, and the leasehold interest hereby created and to compensation accrued orhereafter to accrue by reason of such taking, damage or destruction, asaforesaid, and by way of confirming the foregoing, the Tenant hereby grants andassigns to the Landlord, all rights to such damages or compensation.  Nothing contained herein shall be construedto prevent the tenant from prosecuting in any condemnation proceedings a claimfor relocation expenses, improvements made by Tenant in the Premises, andTenant trade fixtures and equipment in the Premises, provided that such actionshall not affect the amount of compensation on otherwise recoverable by theLandlord from the taking authority pursuant to the preceding sentence.

ARTICLE IX

DEFAULT

Section 9.1. - TenantsDefault.

Each of the followingshall constitute an Event of Default:

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

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

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

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

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therein as fully andcompletely as if such date were the date herein originally fixed for theexpiration of the Lease Term, and the Tenant will then quit and surrender thePremises to the Landlord, but the Tenant shall remain liable as hereinafterprovided.

Section 9.2 - Damages.

In the event thatthis Lease is terminated pursuant to Section 9.1 above, Tenant covenants to paypunctually to Landlord all the sums (“Periodic Payments”) and perform all theobligations which Tenant covenants in this Lease to pay and to perform in thesame manner and to the same extent and at the same time as if this Lease hadnot been terminated. In calculating the amounts to be paid by Tenant under theforegoing covenant, Tenant shall be credited with the net proceeds of any rentobtained by reletting the Premises, after deducting all of Landlord’sreasonable expenses in connection with such reletting, including, withoutlimitation, all repossession costs, brokerage commissions, fees for legalservices and expenses for preparing the Premises for reletting.  The Landlord may (i) relet the Premises, orany part or parts thereof, for a term or terms which may, at the Landlord’soption, exceed or be equal to or less than the period which would otherwisehave constituted the balance of the Term, and may grant such concessions andfree rent as the Landlord in its reasonable commercial judgment considersadvisable or necessary to relet the same, and (ii) make such alterations,repairs and improvements in the Premises as the Landlord in its reasonablecommercial judgment considers advisable or necessary to relet the same. TheLandlord agrees to use diligent, good faith efforts to relet the Premises, butthe Landlord may, at its option, seek to rent other properties of the Landlordprior to reletting the Premises. Subject to the obligations of Landlord in thepreceding sentence, no action of the Landlord or failure to relet in  accordance with the foregoing shall operateto release or reduce the Tenant’s liability hereunder.

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

Section 9.3 - CumulativeRights.

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

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

Section 9.4 - LandlordsSelf-help.

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

Section 9.5 - EnforcementExpenses.

Each party heretoshall promptly reimburse the other for all costs and expenses, Includingwithout limitation reasonable legal fees, incurred by such party In exercisingand enforcing its rights under this Lease following the other party’s failure tocomply with its obligations hereunder, whether or not such failure constitutesan Event of Default pursuant to Sections 9.1 or 9.7 hereof.  If either party hereto be made or becomes aparty to any litigation commenced by or against the other party by or against athird party, or incurs costs or expenses related to such litigation, involvingany part of the Property and the enforcement of any of the rights.  Obligations or remedies of such party, thenthe party becoming involved in any such litigation because of a claim againstsuch other party hereto shall receive from such other party, hereto all costsand reasonable attorneys’ fees incurred by such party in such litigation.

Section 9.6 - LateCharges and Interest on Overdue Payments.

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

Section 9.7 - Landlord’sRight to Notice and Cure.

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

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

ARTICLE X

MORTGAGEES’ ANDGROUND LESSORS’ RIGHTS 

Section 10.1 - Subordinationand Attornment.

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

Section 10.2 - Prepaymentof Rent not to Bind Mortgagee.

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

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

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

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

Section 10.4 - EstoppelCertificates.

The Tenant shallfrom time to time, upon not less than fifteen (15) days’ prior written requestby the Landlord, which such request shall include a copy of such estoppelcertificate, execute, acknowledge and deliver to the Landlord a statement inwriting certifying to the Landlord or an independent third party, with a trueand correct copy of this Lease attached thereto, to the extent such statementscontinue to be true and accurate, (i) that this Lease is unmodified and in fullforce and effect (or, if there have been any modifications, that the same is infull force and effect as modified and stating the modifications); (ii) that theTenant has no knowledge of any defenses, offsets or counterclaims against itsobligations to pay the Annual Fixed Rent and Additional Rent and to perform itsother covenants under this Lease (or if there are any defenses, offsets, orcounterclaims, setting them forth in reasonable detail): (iii) that there areno known uncured defaults of the Landlord or the Tenant under this Lease (or ifthere are known defaults. setting them forth in reasonable detail); (iv) thedates to which the Annual Fixed Rent, Additional Rent and other charges havebeen paid; (v) that the Tenant has accepted, is satisfied with, and is in fullpossession of the Premises, including all improvements, additions, andalterations thereto required to be made by Landlord under the Lease; (vi) thatthe Landlord has satisfactorily complied with all of the requirements and conditionsprecedent to the commencement of the Term of the Lease as specified in theLease; (vii) the Term, the Commencement Date, and any other relevant dates, andthat the Tenant has been in occupancy since the Commencement Date and payingrent since the specified dates; (viii) that no monetary or otherconsiderations, including, but not limited to rental concessions for Landlord,special tenant improvements or Landlord’s assumption of prior lease obligationsof Tenant have been granted to Tenant by Landlord for entering into Lease,except as specified; (ix) that Tenant has no notice of a prior assignment,hypothecation, or pledge of rents or of the Lease; (x) that the Lease (as samemay be amended) represents the entire agreement between Landlord and Tenant;and (xi) such other matters with respect to the Tenant and this Lease as theLandlord may reasonably request in writing. On the Commencement Date, theTenant shall, at the request of the Landlord, promptly execute, acknowledge anddeliver to the Landlord a statement in writing that the Commencement Date hasoccurred, that the Annual Fixed Rent has begun to accrue and that the Tenant hastaken occupancy of the Premises. Any statement delivered pursuant to thisSection may be relied upon by any prospective, purchaser, mortgagee or groundlessor of the premises and shall be binding on the Tenant, but any suchstatement shall not amend this Lease and shall not be binding on the Tenantagainst Landlord. Landlord shall from time to time, upon not less than fifteen(15) days’ prior written request by the Tenant, execute, acknowledge and,deliver to the Tenant a statement in writing certifying to the Tenant or anindependent third

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party, with a true andcorrect copy of this Lease attached thereto, to the extent such statementscontinue to be true and accurate (i) that this Lease is unmodified and in fullforce and effect (or, if there have been any modifications, that the same is infull force and effect as modified and stating the modifications); (ii) that theLandlord has no knowledge of any defenses, offsets or counterclaims against itsobligations to perform its covenants under this Lease (or if there are anydefenses, offsets, or counterclaims, setting them forth in reasonable detail);(iii) that there are no known uncured defaults of the Tenant or the Landlordunder this Lease (or if there are known defaults, setting them forth inreasonable detail); (iv) the dates to which the Annual Fixed Rent, AdditionalRent and other charges have been paid, (v) that the Tenant is in fullpossession of the Premises, including all improvements, additions andalterations thereto required to be made by Landlord under the Lease; (vi) thatthe Tenant has satisfactorily complied with all of the requirements andconditions precedent to the commencement of the term of the Lease as specifiedin the Lease; (vii) that the Tenant has been in occupancy since theCommencement Date and paying rent since the specified dates; (viii) that nomonetary or other considerations, including, but not limited to, rentalconcessions for Landlord, special tenant improvements or Landlord’s assumptionof prior lease obligations of Tenant have been granted to Tenant by Landlordfor entering into the Lease, except as specified: (ix) that Landlord has no noticeof a prior assignment, hypothecation, or pledge of rents or of the Lease; (x)that the Lease represents the entire agreement between Landlord and Tenant; and(xi) such other matters with respect to the Tenant and this Lease as the Tenantmay reasonably request. Any statement delivered pursuant to this Section may berelied upon by any prospective lender of Tenant and shall be binding on theLandlord.

ARTICLE XI

MISCELLANEOUS

Section 11.1 - Noticeof Lease.

The Tenant agreesnot to record this Lease, but upon request of either party, both parties shallexecute and deliver, a Notice of Lease in form appropriate for recording orregistration acknowledging the Commencement Date, and if this Lease isterminated before the Term expires, an instrument in such form acknowledgingthe date of termination.

Section 11.2 - Notices.

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

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all payments or noticesthereafter by the Tenant shall be paid or given to the agent designated untilnotice to the contrary is received by the Tenant from the Landlord.

Section 11.3 - Successorsand Limitation on Liability on the Landlord.

The obligations ofthis Lease shall run with the land, and this Lease shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns, except that the original Landlord named herein and each successorLandlord shall be liable only for obligations accruing during the period of itsownership. The obligations of the Landlord shall be binding upon the assets ofthe Landlord consisting of an equity ownership of the Property (and includingany proceeds realized from the sale of such Property) but not upon other assetsof the Landlord and neither the Tenant, nor anyone claiming by under or throughthe Tenant, shall be entitled to obtain any judgments creating personalliability on the part of the Landlord or enforcing any obligations of theLandlord against any assets of the Landlord other than an equity interest inthe Property.

Section 11.4 - Waiversby the Landlord or Tenant.

The failure of theLandlord or the Tenant to seek redress for violation of, or to insist uponstrict performance of, any covenant or condition of this Lease, shall not bedeemed a waiver of such violation nor prevent a subsequent act, which wouldhave originally constituted a violation, from having all the force and effectof an original violation. The receipt by the Landlord of Annual Fixed Rent orAdditional Rent with knowledge of the breach of any covenant of this Leaseshall not be deemed a waiver of such breach. No provision of this Lease shallbe deemed to have been waived by the Landlord or the Tenant, unless such waiverbe in writing signed by the waiving party. No consent or waiver, express orimplied by the Landlord or the Tenant to or of any breach of any agreement orduty shall be construed as a waiver or consent to or of any other breach of thesame or any other agreement or duty.

Section 11.5 - Acceptanceof Partial Payments of Rent.

No acceptance bythe Landlord of a lesser sum than the Annual Fixed Rent and Additional Rentthen due shall be deemed to be other than a partial installment of such rentdue, nor shall any endorsement or statement on any check or any letteraccompanying any check or payment as rent be deemed an accord and satisfaction,and the Landlord may accept such check or payment without prejudice to theLandlord’s right to recover the balance of such installment or pursue any otherremedy in this Lease provided. The delivery of keys to any employee of theLandlord or to the Landlord’s agent or any employee thereof shall not operateas a termination of this Lease or a surrender of the Premises.

Section 11.6 - Interpretationand Partial Invalidity.

If any term ofthis Lease, or the application thereof to any person or circumstances, shall toany extent be invalid or unenforceable, the remainder of this Lease, or theapplication of such term to persons or circumstances other than those as towhich it is invalid or unenforceable, shall

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not be affected thereby,and each term of this Lease shall be valid and enforceable to the fullestextent permitted by law. The titles of the Articles are for convenience onlyand not to be considered in construing this Lease. This Lease contains all ofthe agreements of the parties with respect to the subject matter thereof andsupersedes all prior dealings between them with respect to such subject matter.

Section 11.7 - QuietEnjoyment.

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

Section 11.8 - Brokerage.

Each party representsand warrants to the other that it has had no dealings with any broker or agentin connection with this Lease other than Meredith & Grew and Trammell CrowCompany and shall indemnify and hold harmless the other from claims for anybrokerage commission by any other broker or agent claiming same by, through orunder the indemnifying party.

Section 11.9 - Surrenderof Premises and Holding Over.

The Tenant shallsurrender possession of the Premises on the last day of the Term and the Tenantwaives the right to any notice of termination or notice to quit. The Tenantcovenants that upon the expiration or sooner termination of this Lease, itshall without notice, deliver up and surrender possession of the Premises inthe same condition in which the Tenant has agreed to keep the same during thecontinuance of this Lease and in accordance with the terms hereof, reasonablewear and tear and damage by fire or other casualty or eminent domain taking anddamage by the negligence or willful misconduct of Landlord or its agents,contractors or employees excepted, first removing therefrom all goods andeffects of the Tenant and any leasehold improvements Landlord specified forremoval pursuant to Section 4.2, and repairing all damage caused by suchremoval. Upon the expiration of this Lease or if the Premises should beabandoned by the Tenant, or this Lease should terminate for any cause, and atthe time of such expiration, vacation, abandonment or termination, the Tenantor Tenants agents, subtenants or any other person should leave any property ofany kind or character on or in the Premises, the fact of such leaving ofproperty on or in the Premises shall be conclusive evidence of intent by theTenant, and individuals and entitles deriving their rights through the Tenant,to abandon such property so left in or upon the premises, and such leavingshall constitute abandonment of the property. Landlord shall have the right andauthority without notice to the Tenant or anyone else, to remove and destroy,or to sell or authorize disposal of such property, or any part thereof, withoutbeing in any way liable to the Tenant therefor and the proceeds thereof shallbelong to the Landlord as compensation for the removal and disposition of suchproperty.

If the Tenanttails to surrender possession of the Premises upon the expiration or soonertermination of this Lease, the Tenant shall pay to Landlord, as rent for anyperiod after the

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

Section 11.10 - GroundLease.

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

Section 11.11 - SecurityDeposit.

INTENTIONALLYOMITTED

Section 11.12 - FinancialReporting.

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

Section 11.13 - CambridgeEmployment Plan.

The Tenant agreesto sign an agreement with the Employment and Training Agency designated by theCity Manager of the City of Cambridge as provided in subsections (a) - (g) ofSection 24-4 of Ordinance Number 1005 of the City of Cambridge, adopted April23, 1984.

Section 11.14 - Parkingand Transportation Demand Management.

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

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

IN WITNESS WHEREOF, thisLease has been executed and delivered as of the date first above written as asealed instrument.
|        | LANDLORD: |   | FC 64 SIDNEY, INC.,         |
|--------|-----------|--------|-----------------------------|
|   |      |   | a Massachusetts corporation |
|   |      |   |                        |
|   |      |   |                        |
|   |      |   | By:                         | /s/ Michael Farley |   |
|   |      |   |                        | Vice President |   |
|   |      |   |                        |
|   | TENANT:   |   | GENZYME CORPORATION         |
|   |      |   | a Massachusetts corporation |
|   |      |   |                        |
|   |      |   |                        |
|   |      |   | By:                         | /s/ Michael S. Wyzga |   |
|   |      |   |                        | Chief Financial Officer |   |

 

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EXHIBIT A

Basic Lease Terms 
| Annual Fixed Rent                    |   |                                                              |
|--------------------------------------|--------|-------------------------------------------------------------------|
| for the Term:                        |   | $35.00 per rentable square foot.                                  |
|                                 |   |                                                              |
| Security Deposit:                    |   | $                                                                 |
|                                 |   |                                                              |
| Initial Term:                        |   | Sixty (60) months, commencing on the                              |
|                                 |   | Commencement Date (as set forth in section 2.5),                  |
|                                 |   | and expiring on February 8, 2011.                                 |
|                                 |   |                                                              |
| Landlords Original                   |   | FC 64 Sidney Street, Inc                                          |
| Address:                             |   | Terminal Tower                                                    |
|                                 |   | 50 Public Square, Suite 1100                                      |
|                                 |   | Cleveland, Ohio 44113-2267                                        |
|                                 |   | Attention: James Ratner                                           |
|                                 |   |                                                              |
| Landlord’s Address for Notices: |   | Landlord’s Original Address with   copies in like manner to: |
|                                 |   |                                                              |
|                                 |   | Forest City Commercial Management                                 |
|                                 |   | 64 Sidney Street                                                  |
|                                 |   | Cambridge, Massachusetts 02139-4234                               |
|                                 |   | Attention: Michael Farley                                         |
|                                 |   |                                                              |
| Tenants Address for Notices:         |   | Genzyme Corporation                                               |
|                                 |   | Metro West Place                                                  |
|                                 |   | 15 Pleasant Street Connector                                      |
|                                 |   | Framingham, MA 01701                                              |
|                                 |   | Attn: Evan Lebson                                                 |
|                                 |   |                                                              |
|                                 |   | With copies in like manner to:                                    |
|                                 |   |                                                              |
|                                 |   | Genzyme Corporation                                               |
|                                 |   | 500 Kendall Street                                                |
|                                 |   | Cambridge, MA 02142                                               |
|                                 |   | Attn: Bob Hesslein, Esq.                                          |

 

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|                     |   | and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|---------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                |   | Palmer & Dodge LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                |   | 111 Huntington Avenue at Prudential Center                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                |   | Boston, MA 02199-1613                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                |   | Attn: Thomas G. Schnorr. Esq.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Premises:           |   | 45,161 total rentable square feet (rsf)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                |   | comprising that portion of the 1st, 2nd and 3rd floors of the Building depicted on Exhibit B - 2 to the  Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Parking Privileges: |   | During the Term, Landlord shall provide, and Tenant  shall pay for, sixty-eight (68) parking passes. During the Term the Tenant  shall pay the market rate from time to time in effect for parking passes  provided by Landlord’s aforesaid. Market rate shall be reasonably determined  by Landlord based on comparable parking spaces and usage rights available in  the Kendall Square/Cambridge Center area. Tenant shall have the right to  lease additional parking passes, as available, on a month to month basis.  Visitor parking will also be available within the parking garage at standard  hourly rates. Should Tenant expand the Premises in the future, the Parking  Privileges shall be increased on the basis of one and one-half parking passes  per each one thousand square feet of space leased. |
|                |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Permitted Uses:     |   | Research and development and general office use.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

 

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EXHIBIT B

Legal Description

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A parcel of land situatedin the City of Cambridge, Middlesex County Commonwealth of Massachusetts, beingmore particularly bounded and described as follows:

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

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

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

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

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

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

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

Thence running S 51° 3447” E, along a jog in said southeasterly line, a distance of 4.00 feet, to apoint;

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

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

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

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

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

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

Together with the benefitof the Parking Easement and the Pedestrian Bridge Easement.

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EXHIBIT B-1.

Map of UniversityPark

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EXHIBIT B-2

Depiction ofPremises

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EXIBIT C

Work Letter

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

2.                                     Theapplication of the Leasehold Improvement Allowance by Landlord shall be limitedto payment of the following costs and expenses incurred by or on behalf ofTenant in connection with leasehold improvements to the Premises:  the actual documented and verified costpursuant to Tenant’s design and construction contracts, including withoutlimitation the associated contractor’s overhead and profit and generalconditions, incurred in the construction of the leasehold improvements to thePremises, except for the (making of improvements, installation of items whichare moveable rather than permanent improvements, (but excluding cabling),examples of which may include furniture, telephone communications and securityequipment, and bench-top laboratory equipment items such as microscopes.

3.                                     Duringthe construction of any leasehold improvements with respect to which Tenantdesires to have the Leasehold Improvements Allowance applied, and in accordancewith the commercially reasonable terms and conditions typically imposed upon alandlord pursuant to a construction loan agreement, such as, withoutlimitation, retainage, lien waiver, and other requisition conditions, Tenantshall, on a monthly basis (as the Tenant’s contractor submits to Tenant itsapplication for payment), deliver to Landlord a requisition for payment showingthe costs of the leasehold improvements in question and the amount of thecurrent payment requested from Landlord for disbursement from the Leasehold ImprovementsAllowance within thirty (30) days after receipt of Tenant’s requisition.Payments made on account of Tenant’s requisitions shall be made from theLeasehold Improvement Allowance. Following the completion of any such leaseholdimprovements, Tenant shall deliver to the Landlord, within ninety (90) daysbefore completion, a statement showing the final costs of such leaseholdimprovements, the amounts paid to date, or on behalf of the Tenant, and anyamounts available for release of retainage.

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EXHIBIT D

STANDARD SERVICES

Landlord shallprovide, or cause to be provided, the following standard services throughoutthe Term which services may be modified from time to time by Landlord:

A.                                 Regularmaintenance of interior plants and exterior landscaping of the Building and allUniversity Park common areas.

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

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

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

E.                                      Periodiccleaning of stairwells, freight elevators, and back of house areas.

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

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

H.                                  Maintenanceand repair of all base Building mechanical, electrical, plumbing and lifesafety systems and all other building systems serving the common areas.

I.                                         Operationand maintenance of Building surveillance and alarm systems, links to theUniversity Park command center, and security Officer services in the Buildingand throughout University Park as appropriate in Landlord’s reasonabledetermination.

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

K.                                  Allutilities for all interior common areas and exterior building lighting.

L.                                    Regularmaintenance of banners, building directories and other building standarddirectional signage and amenities.

M.                               Reasonablyadequate water and sewer service to the Premises.

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EXHIBIT E

RULES ANDREGULATIONS

DEFINITIONS

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

GENERAL USE OF BUILDING

A.                                 Spacefor admitting natural light into any public area or tenanted space of theBuilding shall not be covered or obstructed by Tenant except in a mannerreasonably approved by Landlord.

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

C.                                     Intentionallyomitted.

D.                                  Nosign, advertisement, notice or the like, shall be used in the Building byTenant (other than at its office or as permitted in the Lease).  If Tenant violates the foregoing, Landlordmay remove the violation without liability and may charge all costs andexpenses incurred in so doing to Tenant.

E.                                    Tenantshall not throw or permit to be thrown anything out of windows or doors or downpassages or elsewhere in the Building, or bring or keep any pets therein, orcommit or make any indecent or improper acts or noises. In addition, Tenantshall not do or permit anything which will obstruct, injure, annoy or interferewith other tenants or those having business with them, or affect any insurancerate on the Building or violate any provision of any insurance policy on theBuilding.

F.                                      Unlessexpressly permitted by the Landlord in writing:

(1)                                Noadditional locks or similar devices shall be attached to any door or window andno keys other than those provided by the Landlord shall be made for any door.If more than two keys for one lock are desired by the Tenant, the Landlord mayprovide the same upon payment by the Tenant. Upon termination of this lease orof the Tenant’s, possession, the Lessee shall surrender all keys to thePremises and shall explain to the Landlord all combination locks on safes,cabinets and vaults.

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

(3)                                Alldoors to the Premises are to be kept closed at all times except when in actualuse for entrance door exit from such Premises. The Tenant shall be responsiblefor the locking of

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

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

G.                                     Landlordshall designate the time when and the method whereby freight, small officeequipment, furniture, safes and other like articles may be brought into, movedor removed from the Building or Premises, and to designate the location fortemporary disposition of such items.

H.                                  Inorder to insure proper use and care of the Premises Tenant shall not allowanyone other than Landlord’s employees or contractors to clean the Premiseswithout Landlord’s permission.

I.                                       ThePremises shall not be defaced in any way. No changes in the HVAC electricalfixtures or other appurtenances of said Premises shall be made without theprior approval of Landlord and in accordance with Landlord’s construction rulesand regulations.

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

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

L.                                    Unlessspecifically authorized by Landlord, employees or agents of Landlord shall notperform for nor be asked by Tenant to perform work other than their regularlyassigned duties.

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

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

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

P.                                    Tenantshall not place a load on any floor of said Premises exceeding the floor loadlimits for the Building. Landlord reserves the right to prescribe the weightand position of all safes and heavy equipment.

Q.                                  Tenantshall not install or use any air conditioning or heating device or system otherthan those approved by Landlord.

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

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

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

T.                                   Inorder to insure proper use and care of the Premises Tenant shall not installany call boxes or communication systems or wiring of any kind withoutLandlord’s permission and direction.

U.                                  Inorder to insure proper use and care of the Premises Tenant shall notmanufacture any commodity, or prepare or dispense for sale, except throughvending machines for the benefit of employees and invitees of Tenant, any foodsor beverages, tobacco, flowers, or other commodities or articles without thewritten consent of Landlord.

V.                                   Inorder to insure use and care of the Premises Tenant shall not enter anyjanitors’ closets, mechanical or electrical areas, telephone closets, loadingareas, roof, or Building storage areas without the written consent of Landlord.

W.                              Inorder to insure proper use and care of the Premises Tenant shall not placedoormats in public corridors without consent of Landlord.

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EXHIBIT G

Removable Items

Within the First FloorSpaces:

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

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

Within the Second FloorSpaces:

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

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

Within the Third FloorSpaces:

Property of Landlord:                              Allbuilt-in surfaces, lab benches, built-in wooden cubicles, elevators,dumbwaiters, lifts piping and instrumentation for utilities, autoclaves, HVACequipment, biological safety cabinets, fume hoods, cold rooms, utilitygeneration equipment including RO/DI water, plant steam boiler, hot waterboilers, vacuum pump skid, compressed air skid, and hot water circulationpumps.

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

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