**Exhibit 10.12.5**FIFTH AMENDMENT TO LEASE     FIFTH AMENDMENT TO LEASE dated as of this 29th day of June, 2007 byand between BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) (assuccessor-in-interest to 200 West Street Limited Partnership) and PAREXEL INTERNATIONAL LLC, aDelaware limited liability company (as successor-in-interest to PAREXEL International Corporation,“Tenant”).RECITALS     WHEREAS, by lease dated June 14, 1991 (as amended by the First Amendment, SecondAmendment, Third Amendment and Fourth Amendment and affected by the Consent Agreement referred tobelow, the “Lease”), Landlord did lease to Tenant and Tenant did hire and lease from Landlordcertain premises (the “Initial Premises”) in the building known as and numbered 195 West Street,Waltham, Massachusetts (the “Building”) containing a total of 48,258 square feet of rentable floorarea (the “Rentable Floor Area of the Initial Premises”).     WHEREAS, by First Amendment to Lease dated January 3, 1992 (the “First Amendment”), Tenantexercised its right pursuant to Section 2.1.1.1 of the Lease to lease from Landlord certainadditional premises in the Building (the “Additional Premises”) containing a total of 15,242 squarefeet of rentable floor area (the “Rentable Floor Area of the Additional Premises”) upon the termsand conditions contained in the First Amendment. The Initial Premises and the Additional Premisesare hereinafter referred to collectively as the “Premises,” and the Rentable Floor Area of theInitial Premises and the Rentable Floor Area of the Additional Premises are hereinafter referred tocollectively as the “Rentable Floor Area of the Premises” and shall contain a total of 63,500square feet of rentable floor area.     WHEREAS,by Second Amendment to Lease dated June 28, 1993 (the “Second Amendment”), Tenantleased from Landlord an additional 660 square feet in the basement of the Building (the “Tenant’sStorage Space”) upon the terms and conditions contained in theSecond Amendment.     WHEREAS, by Third Amendment to Lease dated November 17,1998 (the “Third Amendment”), Landlordprovided Tenant with the option of extending the Term of the Lease so that it would be coterminuswith the 200 West Street Lease Term (as that term is defined in the Third Amendment).     WHEREAS, by Fourth Amendment to Lease dated August 28, 2000 (the “Fourth Amendment”), the Termof the Lease was extended for the Interim Extended Term (as that term is defined in the FourthAmendment).     WHEREAS, by Consent Agreement by and between Landlord, Tenant and Salary.com (“Subtenant”)dated February 7, 2006 (the “Consent Agreement”), Landlord consented to the sublease ofapproximately 51,291 square feet of the Rentable Floor Area of the Premises byPAREXEL Fifth Amendment (195 WS) (f)
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Tenant toSubtenant. Pursuant to a letter agreement dated April 25, 2006, Landlord, Tenant andSubtenant acknowledged and agreed that Subtenant subsequently subleased all of the Premises.     WHEREAS, Landlord and Tenant have agreed to extend the Term of the Lease for one (1) period ofone hundred twenty-four (124) months upon all of the same terms and conditions set forth in theLease except as set forth in this Fifth Amendment to Lease (the “Fifth Amendment”).     WHEREAS, Landlord and Tenant are entering into this instrument to set forth saidextension of the Term of the Lease and to amend the Lease.     NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuableconsideration in hand this date paid by each of the parties to the other, the receipt andsufficiency of which are hereby severally acknowledged, and in further consideration of the mutualpromises herein contained, Landlord and Tenant hereby agree to and with each other as follows:     1. (A) TheTerm of the Lease, which but for this Fifth Amendment is scheduled to expire onApril 30, 2009, is hereby extended for one (1) period ofone hundred twenty-four (124) monthscommencing on May 1, 2009 and expiring on August 31, 2019 (the “Fifth Amendment Extended Term”)unless sooner extended or terminated in accordance with the provisions of the Lease, upon all thesame terms and conditions contained in the Lease as herein amended.          (B) Landlord and Tenant acknowledge and agree that the extension option contained inSection 2.4.1 of the Lease (as affected by Section 1(B) of the Fourth Amendment) shall be deletedin its entirety and Tenant shall have no further option to extend the Term upon the expiration ofthe Fifth Amendment Extended Term except as provided in Section 9 of this Fifth Amendment.     2. (A) Prior to the commencement of the Fifth Amendment Extended Term, Annual Fixed Rentfor both the Premises and the Tenant’s Storage Space shallcontinue to be payable as set forth inthe Lease.          (B) Annual Fixed Rent for the Premises shall be payable during the Fifth AmendmentExtended Term as follows:         Time Period Rate PSF Annual Amount5/1/09—8/31/09 $0  $0          9/1/09—8/31/12 $36.50  $2,317,750.00          9/1/12—8/31/15 $37.50  $2,381,250.00          9/1/15—8/31/19 $38.50  $2,444,750.00 PAREXELFifth Amendment (195 WS) (fj)
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          (C) AnnualFixed Rent for the Tenant’s Storage Space shall be payable during the FifthAmendment Extended Term at the annual rate of $6,600.00.          (D) AnnualFixed Rent for the Premises and Tenant’s Storage Space during the Extended Term (asdefined in Section 8 below) (if exercised) shall be determinedas provided in Section 9 below.          (E) Effectiveas of the date of this Fifth Amendment, and until notice of some otherdesignation is given, fixed rent and all other charges for whichprovision is herein made shall bepaid by remittance to or for the order of Boston Properties LimitedPartnership either (i) by mailto P.O. Box 3557, Boston, Massachusetts 02241-3557, (ii) by wire transfer to Bank of America inDallas, Texas, Bank Routing Number 0260-0959-3 or (iii) by ACHtransfer to Bank of America inDallas, Texas, Bank Routing Number 111 000 012, and in the case of (ii) or (iii)referencing AccountNumber 3756454460, Account Name of Boston Properties, LP,Tenant’s name and the Property address.     3. (A) For the purposes of computing the Tenant’s payments for Operating ExpensesAllocable to the Premises during the Fifth Amendment Extended Term pursuant to Section 2.6 of theLease (as amended by Section 6 of the First Amendment and Section 3 of the Fourth Amendment), thedefinition of “Base Operating Expenses” contained in said Section 2.6 shall be deleted in itsentirety and replaced with the following:‘“Base Operating Expenses’ shall mean Landlord’s Operating Expenses for calendar year 2009,being the period from January 1, 2009 through December 31, 2009; provided, however, thatfor the purposes of determining Base Operating Expenses, the amount to be included in suchBase Operating Expenses for maintenance and repair of the Building elevators and heating,ventilation and air conditioning systems shall be $33,363.20 (being the product of (x) 52¢and (y) the sum of the square feet of (aa) the Rentable Floor Area of the Premises and (bb)the Tenant’s Storage Space).”For the portion of the Lease Term prior to the commencement of the Fifth Amendment Extended Term,the definition of Base Operating Expenses shall remain unchanged for such purposes.          (B) Notwithstanding anything contained in the Lease to the contrary, in determining theamount of Landlord’s Operating Expenses for any calendar year or portion thereof falling within theFifth Amendment Extended Term (including, without limitation, calendar year 2009 for the purposesof determining the amount of Base Operating Expenses for the Fifth Amendment Extended Term) and theExtended Term (as defined in Section 9 below), if exercised, if less than one hundred percent(100%) of the Total Rentable Floor Area of the Building shall have been occupied by tenants at anytime during the period in question, then those components of Landlord’s Operating Expenses thatvary based on occupancy for such period shall be adjusted to equal the amount such components ofLandlord’s Operating Expenses would have been for such period had occupancy been one hundredpercent (100%) throughout such period.PAREXEL Fifth Amendment (195 WS) (f)
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          (C) Notwithstanding anything contained in the Lease to the contrary, for thepurposes of determining the amount of Landlord’s Operating Expenses during the Fifth AmendmentExtended Term, neither Base Operating Expenses nor Operating Expenses Allocable to the Premisesshall include (i) any costs associated with the repair, maintenance or replacement of theBuilding’s roof, structural foundation or structural walls or (ii) any costs associated with thereplacement (as opposed to the maintenance or repair) of the Building’s masonry facade, elevatorsor heating, ventilation and air conditioning systems (it being understood and agreed that the costsassociated with the maintenance and repair of the items listed in this subsection (ii) may beincluded within Base Operating Expenses and/or Operating Expenses Allocable to the Premises,subject to and in accordance with the provisions of Section 2.6 of the Lease). In addition andnotwithstanding anything contained in the Lease to the contrary, (x) the costs includable in BaseOperating Expenses and Landlord’s Operating Expenses during the Fifth Amendment Extended Termassociated with the maintenance and repair of the Building elevators and heating, ventilation andair conditioning systems (collectively, the “Elevator and HVAC Costs”) shall be limited toso-called “hard costs” of maintenance and repair (e.g., preventative maintenance contracts withoutside vendors, annual inspection fees mandated by state and local authorities, water treatmentcosts for cooling towers, general supplies and parts, etc.) and shall not include any wages paid toLandlord’s personnel (other than fees associated with the monitoring of the energy managementsystem for the Building) and (y) for purposes of determining Landlord’s Operating Expenses solelyfor calendar year 2010, Tenant shall only be required to pay Elevator and HVAC Costs in excess of$46,195.20 (being the product of (1) 72¢ and (2) the sum of the square feet of (aa) the RentableFloor Area of the Premises and (bb) the Tenant’s Storage Space).     4. For the purposes of computing Tenant’s payments for Landlord’s Tax Expenses Allocable tothe Premises during the Fifth Amendment Extended Term pursuant toSection 2.7 of the Lease (asamended by Section 6 of the First Amendment and Section 3 of the Fourth Amendment), the definitionof “Base Taxes” contained in said Section 2.7 shall bedeleted in its entirety and replaced with thefollowing:‘“Base Taxes’ shall mean Landlord’s Tax Expenses for fiscal tax year 2009, being the periodfrom July 1, 2008 through June 30, 2009.”For the portion of the Lease Term prior to the commencement of the Fifth Amendment Extended Term,the definition of Base Taxes shall remain unchanged for such purposes.     5. Effectiveas of May 1, 2009, Section 2.2.1 of the Lease shall be amended as follows: (i) By deleting the first sentence in its entirety and substituting the followingtherefor: “In addition, for so long as Tenant shall be directly (which shallinclude any permitted sublease or assignment under this Lease) leasing theentirety of the Premises and the Storage Space demised to Tenant under the FifthAmendment to Lease, Tenant shall have the exclusive right to use all of theparking spacesPAREXEL Fifth Amendment (195 WS) (f)
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   located in the basement of the Building and on the surface parking areas ofthe Site (collectively, “Tenant’s Parking Spaces”).  (ii) By deleting the words “Tenant’s Basement Spaces” where they appearin the second and third sentences of said Section 2.2.1 and substituting thewords “Tenant’s Parking Spaces” therefor.     6. Effective as of May 1, 2009, Section 2.8 of the Lease shall be deleted in itsentirety and the following substituted therefor:“Effectiveas of May 1, 2009 and continuing throughout the Term, for so long as Tenant shallbe directly (which shall include any permitted sublease or assignment under this Lease)leasing the entirety of the Premises and the Storage Space demised to Tenant under theFifth Amendment to Lease, Tenant covenants and agrees to make application to theappropriate utility company or utility provider for electrical service to the Building inthe quantum required for Tenant’s use of the Building and to make any deposit (includingbut not limited to, such letters of credit) as such utility company or provider shallrequire. Tenant covenants and agrees to pay, punctually as and when due, all electricitycharges and rates for and relating to the Building and from time-to-time if requested byLandlord to provide Landlord with evidence of payment to, and good standing with, suchutility company or provider as Landlord may reasonably require. Tenant further covenantsand agrees to defend, save harmless and, indemnify Landlord against all liability, cost anddamage arising out of or in any way connected to the payment, nonpayment or late payment ofany and all charges or deposits to such utility company or provider. The provisions of thisSection 2.8 shall survive the expiration or termination of this Lease for a period oftwelve (12) full calendar months.”In addition, as of May 1, 2009, all references in the Lease (including, without limitation, inSections 2.5 and 2.6 thereof) to separate payments by Tenant to Landlord on account of tenantelectricity shall be deleted in their entirety, it being understood and agreed that from and afterMay 1, 2009, Tenant shall be fully responsible for making all payments regarding electric serviceto the Building directly to the utility company as set forth in Section 2.8 of the Lease (asamended hereby).     7. (A) Tenant shall accept the Premises and the Storage Space in their as-iscondition without any obligation on Landlord’s part to perform any additions, alterations,improvements, demolition or other work therein or pertaining thereto except as expressly providedin this Section 7 or in Section 8 below. Notwithstanding the foregoing, it is contemplated thatcertain work will be performed in the Premises pursuant to construction drawings to be submitted byTenant and reviewed by Landlord in accordance with the terms and provisions of the Lease (the“Tenant Improvement Work”). The Tenant Improvement Work shall be performed by a general contractorto be mutually agreed upon by Landlord and Tenant (the parties hereby agreeing to cooperate witheach other in good faith in the selection of such general contractor).     In the event that the agreed-upon general contractor is a union contractor, Landlord shallenter into the general contract with such contractor (hereinafter, “Landlord’s GeneralPAREXEL Fifth Amendment (195 WS) (f)
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Contractor”) and shall be responsible for performing the Tenant Improvement Work on Tenant’sbehalf. The Tenant Improvement Work shall be performed by Landlord’s General Contractor on an“open book” basis, and Landlord shall provide Tenant with copies of all construction budgets andbids. Landlord shall bid the project to several general contractors before selecting Landlord’sGeneral Contractor, and shall require Landlord’s General Contractor once selected to obtain aminimum of three (3) bids for any subcontract in excess of $50,000.00.     In the event that the agreed-upon general contractor is a non-union contractor, Tenant shallenter into a general contract with such contractor (hereinafter, “Tenant’s General Contractor”)(the form of which general contract shall be subject to Landlord’s approval, not to be unreasonablywithheld, conditioned or delayed) and shall be responsible for performing the Tenant ImprovementWork; provided, however, that Landlord shall provide construction management consulting services toTenant in connection with the Tenant Improvement Work in accordance with a Consulting ServicesAgreement in the form attached hereto as Exhibit A to be entered into by Landlord and Tenant.     In either event, Tenant shall have the right, at its sole cost and expense, to retain athird-party construction manager in connection with the performance of the Tenant Improvement Work.In the event that Tenant’s General Contractor is performing the Tenant Improvement Work andLandlord is providing consulting services in accordance with the immediately preceding paragraph,such third-party construction manager shall be in addition to, and not in lieu of, Landlord. Inthe event that Landlord’s General Contractor is performing the Tenant Improvement Work, Landlordshall provide such third-party construction manager with full access to the project, includingwithout limitation all construction budgets and bids, as well as all job meetings and discussionsconcerning the review and progress of construction.          (B) Landlord shall provide to Tenant a special allowance of One Million Six Hundred FourThousand and 00/100 Dollars ($1,604,000.00) (the “Tenant Allowance”), being the product of (x)$25.00 and (y) the sum of the square feet of (aa) the Rentable Floor Area of the Premises and (bb)the Tenant’s Storage Space. The Tenant Allowance shall be used and applied by Landlord solely onaccount of the cost of Tenant Improvement Work. In no event shall Landlord’s obligations to pay orreimburse Tenant for any of the costs of the Tenant Improvement Work exceed the sum of (x) thetotal Tenant Allowance and (y) the “Supplemental Allowance” (as defined in subsection (C) below),to the extent requested by Tenant. Notwithstanding the foregoing, Landlord shall be under noobligation to apply or provide any portion of the Tenant Allowance for any purposes other than asprovided in this Section 7(B). In addition, in the event that (i) Tenant is in default under theLease and Landlord has provided Tenant with written notice thereof or (ii) there are any lienswhich are not bonded to the reasonable satisfaction of Landlord against Tenant’s interest in theLease or against the Building or the Site arising out of any work performed by Tenant or anylitigation in which Tenant is a party, then, from and after the date of such event (“Event”) untilthe circumstances giving rise to such Event under either subsection (i) or (ii) above have beencured, Landlord shall have no further obligation to fund any portion of the Tenant Allowance andTenant shall be obligated to pay, as additional rent, all costs of the Tenant Improvement Work inexcess of that portion of the Tenant Allowance (and the Supplemental Allowance, if requested)funded by Landlord through the date of the Event. In addition, if the Tenant Improvement Work isperformed by Tenant’sPAREXEL Fifth Amendment (195 WS) (f)
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General Contractor rather than Landlord’s General Contractor, Landlord shall only disbursethe Tenant Allowance to Tenant within thirty (30) days after (x) Tenant has completed the TenantImprovement Work in accordance with the terms of the Lease, has paid for all of such TenantImprovement Work in full and has delivered to Landlord lien waivers from all persons who mighthave a lien as a result of such work, in the recordable forms attached hereto as Exhibit B, and(y) Tenant has delivered to Landlord its certificate specifying the cost of such TenantImprovement Work and all contractors, subcontractors and supplies involved with the TenantImprovement Work, together with evidence of such cost in the form of paid invoices, receipts andthe like.     Irrespective of whether the Tenant Improvement Work is performed by Landlord’s GeneralContractor or by Tenant’s General Contractor, the Tenant Allowance shall only be applied towardsthe cost of leasehold improvements and in no event shall Landlord be required to make applicationof any portion of the Tenant Allowance towards Tenant’s personal property, trade fixtures or movingexpenses or on account of any supervisory fees, overhead, management fees or other payments toTenant, any partner or affiliate of Tenant or any third-party construction manager retained byTenant. In no event shall Landlord be deemed to have assumed any obligations, in whole or in part,of Tenant to any contractors, subcontractors, suppliers, workers or materialmen. In the event thatthe costs of the Tenant Improvement Work are less than the Tenant Allowance, Tenant shall not beentitled to any payment or credit nor shall there be any application of the same toward AnnualFixed Rent or additional rent owed by Tenant under the Lease. Tenant acknowledges that any portionof the Tenant Allowance which has not been utilized on or before October 31, 2010 shall beforfeited by Tenant.     Landlord shall be entitled to deduct from the Tenant Allowance a constructionmanagement fee equal to: (1) four percent (4%) of the cost of the Tenant Improvement Work up to$1,604,000.00;  (2) three percent (3%) of the cost of the Tenant Improvement Work between$1,604,001.00 and $2,245,601.00; and  (3) two percent (2%) of the cost of the Tenant Improvement Work in excess of$2,245,601.00.          (C) In addition, Tenant shall have the right to request that Landlord provide Tenantwith an additional allowance of up to Six Hundred Forty-One Thousand Six Hundred and 00/100 Dollars($641,600.00), being the product of (x) $10.00 and (y) the sum of the square feet of (aa) theRentable Floor Area of the Premises and (bb) the Tenant’s Storage Space (the “SupplementalAllowance”). Tenant may exercise its right to require Landlord to provide the SupplementalAllowance by giving to Landlord, on or before April 1, 2009, written notice advising Landlord thatTenant intends to use the Supplemental Allowance, which such notice shall set forth the amount ofthe Supplemental Allowance which Tenant desires to be made available to Tenant in accordance withthis Section 7 (such amount being hereinafter referred to as the “Amortization Amount”). Tenantacknowledges that any portion of the SupplementalPAREXEL Fifth Amendment (195 WS) (f)
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Allowance which has not been requested by Tenant on or before April 1, 2009 shall beforfeited by Tenant. The Supplemental Allowance shall be disbursed in accordance with theprocedures set forth in subsection (B) above, and shall be used solely for the purposes set forthin said subsection (B).     Tenant shall reimburse Landlord, as additional rent, for the Amortization Amount amortized ona direct reduction basis over one hundred twenty (120) months at an interest rate of ten percent(10%) per annum in one hundred twenty (120) monthly payments (“Monthly Improvement Cost Payments”)payable on the first day of each month commencing on September 1, 2009 in the same manner asprovided in the Lease for the payment of Annual Fixed Rent. Neither the Amortization Amount nor theMonthly Improvement Cost Payments shall be abated or reduced for any reason whatsoever (including,without limitation, untenantability of the Premises or termination of the Lease). Without limitingthe foregoing, the rent abatement provisions of Article VI of the Lease shall not apply to theAmortization Amount or the Monthly Improvement Cost Payments. If there is any default (beyond theexpiration of any applicable grace periods) of any of Tenant’s obligations under the Lease(including, without limitation, its obligation to pay the Monthly Improvement Cost Payments) or ifthe Term of the Lease is terminated for any reason whatsoever prior to the expiration of the Termof the Lease, Tenant shall pay to Landlord, within ten (10) days following demand therefor, theunamortized balance of the Amortization Amount. Tenant’s obligation to pay the unamortized balanceof the Amortization Amount shall be in addition to all other rights and remedies which Landlord hasbased upon any default of Tenant under the Lease, and Tenant shall not be entitled to any credit orreduction in such payment based upon amounts collected by Landlord from reletting the Premisesafter the default of Tenant.               (D) Tenant shall be fully responsible for all costs of the TenantImprovement Work in excess of the Tenant Allowance (and the Supplemental Allowance, ifrequested) (such excess costs being hereinafter referred to as the “Tenant Plan Excess Costs”). Inthe event that the Tenant Improvement Work is being performed by Landlord’s General Contractor,Tenant shall pay Landlord, as additional rent, fifty percent (50%) of any Tenant Plan Excess Costsprior to the commencement of the Tenant Improvement Work, with the balance of the Tenant PlanExcess Costs due upon substantial completion of the Tenant Improvement Work; provided, however,that in the event the Tenant Plan Excess Costs exceed $50,000.00 (the “Maximum Amount”), thenTenant shall pay to Landlord, as additional rent, prior to the commencement of the TenantImprovement Work, one hundred percent (100%) of the Tenant Plan Excess Costs in excess of theMaximum Amount. For the purposes of this Section 7(D), the Tenant Improvement Work shall be deemedto be “substantially complete” on the later of: (i) the date on which the Tenant Improvement Workhas been completed except for items of work and adjustment of equipment and fixtures which can becompleted after occupancy has been taken without causing substantial interference with Tenant’s useof the Premises (i.e. so-called “punch list” items); or (ii) the date when permission has beenobtained from the applicable governmental authority for occupancy by Tenant of the Premises for thePermitted Use, but only to the extent required by law in connection with the performance andcompletion of the Tenant Improvement Work (it being understood and agreed that if such permissionis required but cannot be obtained as a result of a delay in the completion of the Base BuildingWork caused by the act or wrongfulPAREXEL Fifth Amendment (195 WS) (f)
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failure to act of Tenant, the Tenant Improvement Work will nonetheless be deemed to besubstantially complete so long as the conditions set forth in subsection (i) above have been met).          (E) With respect to any future alterations, additions or improvements made to thePremises subsequent to the Tenant Improvement Work, Tenant shall pay to Landlord as a fee forLandlord’s review of any work or plans, an amount equal to the sum of: (i) $150.00 per hour plus(ii) third party expenses incurred by Landlord to reviewTenant’s plans and Tenant’s work. Suchfee shall be payable by Tenant as additional rent within thirty (30) days after receipt of aninvoice from Landlord therefor.     8. (A) Landlord shall, at its sole cost and expense, perform the work described onExhibit C (the “Base Building Work”). It is understood and agreed that Landlord may be performingthe Base Building Work (and the Tenant Improvement Work, if and when requested by Tenant) whileTenant is in possession of the Premises, and Landlord and Tenant accordingly agree to cooperatewith each other in good faith so as to enable Landlord to perform the Base Building Work (and theTenant Improvement Work, as applicable) in an efficient and cost-effective manner while at the sametime minimizing any unreasonable interference with Tenant’s business operations in the Premises(consistent with the nature of the work being undertaken by Landlord). Subject to events beyondLandlord’s reasonable control and to delays caused by Tenant or Tenant’s agents, contractors oremployees (including, without limitation, Tenant’s use of non-union labor in connection with theconstruction of the Tenant Improvement Work), Landlord shall use commercially reasonable efforts tosubstantially complete such Base Building Work prior to May 1, 2009; provided, however, thatLandlord shall not be liable to Tenant for the failure to complete the Base Building Work by anyspecific date except as expressly provided in this Section 8.          (B) In the event that Landlord shall have failed to substantially complete the BaseBuilding Work on or before September 1, 2009 (which date shall be extended automatically for suchperiods of time as Landlord is prevented from proceeding with or completing the same as the resultof events beyond Landlord’s reasonable control or any act or wrongful failure to act of Tenantwhich interferes with Landlord’s construction of the Base Building Work, including, withoutlimitation, Tenant’s use of non-union labor in connection with the construction of the TenantImprovement Work), Tenant shall receive a rent credit equal to one-half (1/2) of the Annual FixedRent otherwise payable by Tenant under Section 2(B) above on a per diem basis for each day beyondSeptember 1*,*2009 (as so extended) that Landlord thus fails to substantially complete the BaseBuilding Work. In the event that Landlord shall have failed to substantially complete the BaseBuilding Work on or before November 1, 2009 (which date shall be extended automatically for suchperiods of time as Landlord is prevented from proceeding with or completing the same as the resultof events beyond Landlord’s reasonable control or any act or wrongful failure to act of Tenantwhich interferes with Landlord’s construction of the Base Building Work, including, withoutlimitation, Tenant’s use of non-union labor in connection with the construction of the TenantImprovement Work), Tenant shall receive a rent credit equal to the Annual Fixed Rent otherwisepayable by Tenant under Section 2(B) above on a per diem basis for each day beyond November 1, 2009(as so extended) that Landlord thus fails to complete the Base Building Work. The foregoing rentabatements shall be Tenant’s sole andPAREXEL Fifth Amendment (195 WS) (f)
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exclusive remedy at law or in equity or otherwise for Landlord’s failure to complete the BaseBuilding Work within the time periods set forth above.          (C) For the purposes of this Section 8, the Base Building Work (and/or individualcomponents thereof, if applicable in a particular context) shall be deemed to be “substantiallycomplete” on the later of: (i) the date on which the Base Building Work has been completed exceptfor items of work and adjustment of equipment and fixtures which can be completed after occupancyhas been taken without causing substantial interference with Tenant’s use of the Premises (i.e.so-called “punch list” items); or (ii) the date when permission has been obtained from theapplicable governmental authority for occupancy by Tenant of the Premises for the Permitted Use,but only to the extent required by law in connection with the performance and completion of theBase Building Work (it being understood and agreed that (x) in the event that the TenantImprovement Work is being performed by Landlord’s General Contractor, if such permission isrequired but cannot be obtained as the result of a delay in the completion of the TenantImprovement Work caused by any act or wrongful failure to act of Tenant, the Base Building Workwill nonetheless be deemed to be substantially complete so long as the conditions set forth insubsection (i) above have been met and (y) in the event that the Tenant Improvement Work is beingperformed by Tenant’s General Contractor, if such permission is required but cannot be obtained asthe result of a delay in the completion of the Tenant Improvement Work except to the extent suchdelay is caused by any act or wrongful failure to act of Landlord, the Base Building Work willnonetheless be deemed to be substantially complete so long as the conditions set forth insubsection (i) above have been met).     9. (A) On the conditions (which conditions Landlord may waive by written noticeto Tenant) that both at the time of exercise of the herein described option to extend and as of thecommencement of the Extended Term (as defined below) (i) there exists no Event of Default and therehave been no more than three (3) Event of Default occurrences during the Fifth Amendment ExtendedTerm, (ii) this Lease is still in full force and effect, and (iii) Tenant has neither assigned thisLease nor sublet more than forty percent (40%) of the Rentable Floor Area of the Premises (exceptfor an assignment or subletting permitted without Landlord’s consent under Section 5.6.1 of theLease), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions,covenants and agreements herein contained (except for the Annual Fixed Rent which shall be adjustedduring the option period as hereinbelow set forth and except that mere shall be no further optionto extend) for one (1) period of five (5) years as hereinafter set forth. The option period issometimes herein referred to as the “Extended Term.” Notwithstanding any implication to thecontrary, Landlord has no obligation to make any additional payment to Tenant in respect of anyconstruction allowance or the like or to perform any work to the Premises and/or the Storage Spaceas a result of the exercise by Tenant of any such option.          (B) If Tenant desires to exercise said option to extend the Term, then Tenantshall give notice (the “Exercise Notice”) to Landlord, not earlier than fifteen (15) months norlater than thirteen (13) months prior to the expiration of the Fifth Amendment Extended Termexercising such option to extend. Promptly after Landlord’s receipt of the Exercise Notice,Landlord shall provide Landlord’s quotation to Tenant of a proposed annual rent for the Premisesand the Storage Space for the Extended Term (“Landlord’s Rent Quotation”). If at the expirationPAREXELFifth Amendment (195 WS) (f)
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of thirty (30) days after the date when Landlord provides such quotation to Tenant (the“Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of anannual rental for the Extended Term and executed a written instrument extending the Term of thisLease pursuant to such agreement, then Tenant shall have the right, for ten (10) business daysfollowing the expiration of the Negotiation Period, to either (x) make a request to Landlord for abroker determination (the “Broker Determination”) of the Prevailing Market Rent (as defined inExhibit D) for the Extended Term, which Broker Determination shall be made in the manner set forthin Exhibit D, or (y) rescind the Exercise Notice without any further obligation. If Tenant timelyshall have requested the Broker Determination, then the Annual Fixed Rent for the Extended Termshall be the greater of (a) the Prevailing Market Rent as determined by the Broker Determination or(b) the Annual Fixed Rent for the Premises and the Storage Space in effect during the last twelve(12) month period of the Lease Term immediately prior to the Extended Term. If Tenant does nottimely request the Broker Determination, then Tenant shall be deemed to have rescinded its ExerciseNotice.          (C) Upon the first to occur of (x) the agreement by Landlord and Tenant during theNegotiation Period on an annual rental for the Extended Term or (y) the timely request by Tenantfor the Broker Determination, then this Lease and the Lease Term hereof shall automatically bedeemed extended, for the Extended Term, without the necessity for the execution of any additionaldocuments, except that Landlord and Tenant agree to enter into an instrument in writing settingforth the Annual Fixed Rent for the Extended Term as determined in the relevant manner set forth inthis Section 9; and in such event all references herein to the Lease Term or the term of this Leaseshall be construed as referring to the Lease Term, as so extended, unless the context clearlyotherwise requires, and except that there shall be no further option to extend the Lease Term.Notwithstanding anything contained herein to the contrary, in no event shall the Lease Term hereofbe extended for more than five (5) years after the expiration ofthe Fifth Amendment Extended Term.     10. Effectiveas of May 1, 2009, Section 4.1 of the Lease is hereby,amended as follows: (i) bydeleting the words “high quality” in third(3rd) line of Section 4.1.1 and substitutingthe words “Class A office” therefor; and (ii) bydeleting the word “similar” in the tenth(10th) line of Section 4.1.3 and substituting the words “Class A office” therefor.     11. Section 5.6.5of the Lease is hereby amended by adding the following new subsection(E):     “(E) Notwithstanding the provisions of Section 5.6 above, in the event Tenantdesires (i) to assign this Lease, or  (ii) to sublet such portion of the Premises (the “SubleasePortion”) as would bring the total amount of the Premises then beingsubleased to fifty percent (50%) or more,Landlord shall have the right at its sole option, to be exercised within thirty(30) days after receipt of Tenant’s notice under Section 5.6.2 above (the“AcceptancePAREXEL Fifth Amendment (195 WS) (f)
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Period”), to (x) terminate this Lease in the case of a proposed assignment, or(y) terminate this lease with respect to the Sublease Portion in the case of aproposed sublease, as of a date specified in a notice to Tenant, which date shallnot be earlier than sixty (60) days nor later than one hundred and twenty (120)days after Landlord’s notice to Tenant. In the case of an assignment, upon thetermination date as set forth in Landlord’s notice, all obligations relating to theperiod after such termination date (but not those relating to the period beforesuch termination date) shall cease and promptly upon being billed therefor byLandlord, Tenant shall make final payment of all Annual Fixed Rent and AdditionalRent due from Tenant through the termination date. In the case of a sublease, allobligations relating to the Sublease Portion for the period after such terminationdate (but not those relating to a period before such termination date, or toportions of the Premises other than the Sublease Portion) shall cease. In the eventthat Landlord shall not exercise its termination rights as aforesaid, or shall failto give any or timely notice pursuant to this Section 5.6.5(E), the provisions ofSections 5.6.2-5.6.5 shall be applicable. This Section 5.6.5(E) shall not beapplicable to an assignment or sublease pursuant to Section 5.6.1.”     12. Subjectto events beyond Landlord’s reasonable control and for temporary periods as may benecessary for required maintenance (with respect to which Tenantshall be given reasonable priornotice except in the event of an emergency), Tenant shall have accessto the Premises, includingelevators, twenty-four (24) hours a day, seven (7) days a week,fifty-two (52) weeks a year.Landlord hereby agrees to provide Tenant with any access codes,electronic passes or keys for accessto the Premises and shall allow Tenant (at Tenant’s sole costand expense) to modify such codes,passes or keys upon Tenant’s reasonable request and upon reasonable prior notice.     13. (A) Tenantwarrants and represents that Tenant has not dealt with any broker inconnection with the consummation of this Fifth Amendment other thanRichards Barry Joyce & Partners(the “Broker”); and in the event any claim is made againstLandlord relative to dealings by Tenantwith brokers other than the Broker, Tenant shall defend the claim against Landlord with counsel ofTenant’s selection first approved by Landlord (which approvalshall not be unreasonably withheld)and save harmless and indemnify Landlord on account of any loss, cost or damage which may arise byreason of such claim.          (B) Landlord warrants and represents that Landlord has not dealt with any broker inconnection with the consummation of this Fifth Amendment other than the Broker; and in the eventany claim is made against Tenant relative to dealings by Landlord with brokers other than theBroker, Landlord shall defend the claim against Tenant with counsel of Landlord’s selection firstapproved by Tenant (which approval shall not be unreasonably withheld) and save harmless andindemnify Tenant on account of any loss, cost or damage with may arise by reason of such claim.Landlord agrees that it shall be solely responsible for the payment of the brokerage commission tothe Broker in connection with this Fifth Amendment.     14. As an inducement to Landlord to enter into this Fifth Amendment, Tenant hereby representsand warrants that: (i) Tenant is not, nor is it owned or controlled directly or indirectlyPAREXEL Fifth Amendment (195 WS) (f)
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by, any person, group, entity or nation named on any list issued by the Office of ForeignAssets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order13224 or any similar list or any law, order, rule or regulation or any Executive Order of thePresident of the United States as a terrorist, “Specially Designated National and Blocked Person”or other banned or blocked person (any such person, group, entity or nation being hereinafterreferred to as a “Prohibited Person”); (ii) Tenant is not (nor is it owned, controlled, directly orindirectly, by any person, group, entity or nation which is) acting directly or indirectly for oron behalf of any Prohibited Person; and (iii) from and after the effective date of theabove-referenced Executive Order, Tenant (and any person, group, or entity which Tenant controls,directly or indirectly) has not conducted nor will conduct business nor has engaged nor will engagein any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act orany OFAC rule or regulation, including without limitation any assignment of the Lease or anysubletting of all or any portion of the Premises or the making or receiving of any contribution offunds, goods or services to or for the benefit of a Prohibited Person in violation of the U.S.Patriot Act or any OFAC rule or regulation. In connection with the foregoing, it is expresslyunderstood and agreed that (x) any breach by Tenant of the foregoing representations and warrantiesshall be deemed an immediate Event of Default by Tenant under Section 7.1 of the Lease (without thebenefit of notice or grace) and shall be covered by the indemnity provisions of Section 5.7 of theLease, and (y) the representations and warranties contained in this subsection shall be continuingin nature and shall survive the expiration or earlier termination of the Lease.     15. Except as otherwise expressly provided herein, all capitalized terms used herein withoutdefinition shall have the same meaning as set forth in the Lease.     16. Except as herein amended the Lease shall remain unchanged and in full force and effect.All references to the “Lease” shall be deemed to be references to the Lease as heretofore amendedand as amended hereby.[page ends here]
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EXECUTED as a sealed instrument as of the date and year first above written.        WITNESS: LANDLORD:            BOSTON PROPERTIES LIMITED   PARTNERSHIP         By: /s/ BOSTON PROPERTIES, INC.,         its general partner           By:             Name:             Title:                TENANT:       PAREXEL INTERNATIONAL LLC       By:         Name:         Title: (President or Vice President)    Hereto duly authorized       ATTEST:      By: /s/ W. Brett Davis By: /s/ James F. Winschel Jr.       Name: W. Brett Davis Name: JAMES F. WINSCHEL, JR.Title: (Assistant Secretary) Title:  (Treasurer)                 Hereto duly authorized             (CORPORATE SEAL)PAREXEL Fifth Amendment (195 WS) (f)
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