Exhibit
10.117






LEASE






RREEF
AMERICA REIT II CORP. PPP,




Landlord,




and




ORE PHARMACEUTICALS
INC.,




Tenant






Riverfront
Office Park


Cambridge,
Massachusetts









TABLE OF
CONTENTS




Page




1.
                                                                                                                                                                USE AND RESTRICTIONS ON USE
                                                                                                                                                                12.
                                                                                                                                                                TERM
                                                                                                                                                                23.
                                                                                                                                                                RENT
                                                                                                                                                                34.
                                                                                                                                                                RENT ADJUSTMENTS
                                                                                                                                                                35.
                                                                                                                                                                SECURITY DEPOSIT
                                                                                                                                                                56.
                                                                                                                                                                ALTERATIONS
                                                                                                                                                                57.
                                                                                                                                                                REPAIR
                                                                                                                                                                68.
                                                                                                                                                                LIENS
                                                                                                                                                                79.
                                                                                                                                                                ASSIGNMENT AND SUBLETTING
                                                                                                                                                                710.
                                                                                                                                                                INDEMNIFICATION
                                                                                                                                                                911.
                                                                                                                                                                INSURANCE
                                                                                                                                                                912.
                                                                                                                                                                WAIVER OF SUBROGATION
                                                                                                                                                                1013.
                                                                                                                                                                SERVICES AND UTILITIES
                                                                                                                                                                1014.
                                                                                                                                                                HOLDING OVER
                                                                                                                                                                1115.
                                                                                                                                                                SUBORDINATION
                                                                                                                                                                1216.
                                                                                                                                                                RULES AND REGULATIONS
                                                                                                                                                                1217.
                                                                                                                                                                REENTRY BY LANDLORD
                                                                                                                                                                1218.
                                                                                                                                                                DEFAULT
                                                                                                                                                                1219.
                                                                                                                                                                REMEDIES
                                                                                                                                                                1320.
                                                                                                                                                                TENANT’S BANKRUPTCY OR INSOLVENCY
                                                                                                                                                                1521.
                                                                                                                                                                QUIET ENJOYMENT
                                                                                                                                                                1622.
                                                                                                                                                                CASUALTY
                                                                                                                                                                1623.
                                                                                                                                                                EMINENT DOMAIN
                                                                                                                                                                1724.
                                                                                                                                                                SALE BY LANDLORD
                                                                                                                                                                1725.
                                                                                                                                                                ESTOPPEL CERTIFICATES
                                                                                                                                                                1826.
                                                                                                                                                                SURRENDER OF PREMISES
                                                                                                                                                                1827.
                                                                                                                                                                NOTICES
                                                                                                                                                                1928.
                                                                                                                                                                TAXES PAYABLE BY TENANT
                                                                                                                                                                1929.
                                                                                                                                                                INTENTIONALLY DELETED
                                                                                                                                                                1930.
                                                                                                                                                                DEFINED TERMS AND HEADINGS
                                                                                                                                                                1931.
                                                                                                                                                                TENANT’S AUTHORITY
                                                                                                                                                                1932.
                                                                                                                                                                FINANCIAL STATEMENTS AND CREDIT REPORTS
                                                                                                                                                                2033.
                                                                                                                                                                COMMISSIONS
                                                                                                                                                                2034.
                                                                                                                                                                TIME AND APPLICABLE LAW
                                                                                                                                                                2035.
                                                                                                                                                                SUCCESSORS AND ASSIGNS
                                                                                                                                                                2036.
                                                                                                                                                                ENTIRE AGREEMENT
                                                                                                                                                                20




-i-




TABLE
OF CONTENTS


(continued)




Page




37.
                                  EXAMINATION NOT OPTION
                                  2038.
                                  RECORDATION
                                  2039.
                                  PARKING
                                  2040.
                                  RENEWAL OPTION
                                  2241.
                                  LIMITATION OF LANDLORD’S LIABILITY
                                  22


EXHIBIT A – FLOOR PLAN DEPICTING THE
      PREMISES
                                                    1EXHIBIT A-1 – SITE PLAN
                                                    1EXHIBIT A-2 – LEGAL DESCRIPTION OF THE
      LOT
                                                    1EXHIBIT B – INITIAL ALTERATIONS
                                                    B-1EXHIBIT C – COMMENCEMENT DATE
    MEMORANDUM
                                                    C-1EXHIBIT D – RULES AND REGULATIONS
                                                    D-1EXHIBIT E – ELECTRICITY COSTS
                                                    E-1




-ii-




GROSS
(BY)-INS OFFICE LEASE




REFERENCE
PAGES




BUILDING:
                    Riverfront
      Office Park
                      One
      Main Street
                      Cambridge,
      Massachusetts 02142LANDLORD:
                    RREEF AMERICA REIT II CORP.
      PPP, a Maryland corporationLANDLORD’S
      ADDRESS:
                    c/o
      RREEF Management Company
                      One
      Main Street
                      Cambridge,
      MA 02142WIRE
      INSTRUCTIONS AND/OR ADDRESS FOR RENT PAYMENT:
                    RREEF
      AMERICA REIT II CORP. PPP
                      75
      Remittance Drive
                      Suite
      6334
                      Chicago,
      IL 60675-6334LEASE
      REFERENCE DATE:
                    May
      14, 2009TENANT:
                    ORE PHARMACEUTICALS
      INC., a Delaware corporationTENANT’S
      NOTICE ADDRESS:(a) As of beginning of
      Term:
                    One
      Main Street
                      3rd
      Floor, Suite 300
                      Cambridge,
      Massachusetts 02142(b) Prior to beginning of Term
      (if different):
                    38
      Sidney Street, 2nd
      Floor
                      Cambridge,
      MA 02139PREMISES
      ADDRESS:
                    One
      Main Street
                      3rd
      Floor, Suite 300
                      Cambridge,
      Massachusetts 02142PREMISES
      RENTABLE AREA:
                    Approximately
      4,077 rentable sq. ft. (for outline of Premises see Exhibit
      A)SCHEDULED
      COMMENCEMENT DATE:
                    July
      1, 2009TERM
      OF LEASE:
                    Approximately
      Three (3) years beginning on the Commencement Date and ending on the
      Termination Date.  The period from the Commencement Date to the
      last day of the same month is the “Commencement
  Month.”




Initials


iii






TERMINATION
      DATE:
                                        June
      30, 2012
                                          The
      last day of the thirty-sixth (36th) full calendar month after (if the
      Commencement Month is not a full calendar month), or from and including
      (if the Commencement Month is a full calendar month), the Commencement
      MonthANNUAL
      RENT and MONTHLY INSTALLMENT OF RENT(Article 3):Provided
      that Tenant is not then in default, the Monthly Installment of Rent will
      be abated for the first two (2) full calendar months of the Term (with
      rent for any partial month to be prorated and payable with the rent for
      the first full calendar month for which rent is payable).  The
      actual dates are to be confirmed per Section 2.1.
                                          All
      rental amounts are net of Tenant electricity but include Tenant’s
      Proportionate Share of Base Year Expenses, Base Year Insurance and Base
      Year Taxes.BASE
      YEAR (EXPENSES):
                                        Calendar
      Year 2009BASE
      YEAR (INSURANCE):
                                        Calendar
      Year 2009BASE
      YEAR (TAXES):
                                        Taxes
      for July 1, 2009 to June 30, 2010TENANT’S
      PROPORTIONATE SHARE:
                                        1.27%
      (4,077 rsf Premises / 322,274 rsf Building).  The Building at
      One Main Street has approximately 322,274 rentable square
      feet.SECURITY
      DEPOSIT:
                                        $25,141.50ASSIGNMENT/SUBLETTING
      FEE:
                                        $1,000.00AFTER-HOURS
      HVAC COST:
                                        $1.00
      per heat pump per hour with a minimum charge of $30.00 per request,
      subject to change at any timePARKING
                                        4
      passes at $225.00 per month each (see Article 39)REAL
      ESTATE BROKER DUE COMMISSION:
                                        Cushman
      & Wakefield of Massachusetts, Inc., for Landlord; Colliers Meredith
      & Grew, for TenantTENANT’S
      SIC CODE:BUILDING
      BUSINESS HOURS:
                                        Monday
      through Friday 8:00 a.m. – 6:00 p.m. (excluding Massachusetts state
      holidays)
                                          Saturday
      8:00 a.m. – 12:00 p.m.AMORTIZATION
      RATE:
                                        9%
   Initials
 iv


The
Reference Pages information is incorporated into and made a part of the
Lease.  In the event of any conflict between any Reference Pages
information and the Lease, the Lease shall control.  This Lease
includes Exhibits A through E, all of which are made a part of this
Lease.




LANDLORD:
                          TENANT:RREEF AMERICA REIT II CORP.
      PPP, a Maryland corporation
                          ORE PHARMACEUTICALS
      INC., a Delaware corporationBy:RREEF
      Management Company, a Delaware corporation, Authorized
    AgentBy:/s/ Robert
      Seaman
                          By:/s/ Mark J.
      GabrielsonName:                 Robert
      Seaman
                          Name:  Mark J.
      GabrielsonTitle:                 Vice
      President - District Manager
                          Title: CEODated:
      June 9, 2009
                          Dated:
      June 4, 2009
  Initials


v


LEASE
  By this
Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in
the Building as set forth and described on the Reference Pages.  The
Premises are depicted on the floor plan attached hereto as Exhibit A, and the
Building is depicted on the site plan attached hereto as Exhibit
A-1.  The Building is located on the Lot legally described on
Exhibit
A-2.  The Reference Pages, including all terms defined thereon,
are incorporated as part of this Lease.
  1.USE
AND RESTRICTIONS ON USE.
  1.1  The
Premises are to be used solely for general office purposes.  Tenant
shall not do or permit anything to be done in or about the Premises which will
in any way unreasonably obstruct or interfere with the rights of other tenants
or occupants of the Building or injure, annoy, or disturb them, or allow the
Premises to be used for any unlawful purpose, or commit any
waste.  Tenant shall not do, permit or suffer in, on, or about the
Premises the sale of any alcoholic liquor without the written consent of
Landlord first obtained.  Tenant shall comply with all governmental
laws, ordinances and regulations applicable to the use of the Premises and its
occupancy and shall promptly comply with all governmental orders and directions
for the correction, prevention and abatement of any violations in the Building
or appurtenant land, caused or permitted by, or resulting from the specific use
by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s
sole expense.  Tenant shall not do or permit anything to be done on or
about the Premises or bring or keep anything into the Premises which will in any
way increase the rate of, invalidate or prevent the procuring of any insurance
protecting against loss or damage to the Building or any of its contents by fire
or other casualty or against liability for damage to property or injury to
persons in or about the Building or any part thereof.  Tenant shall
have access to the Premises 24 hours per day, seven days per
week.  Landlord acknowledges and agrees that Tenant’s use of the
Premises for general office purposes shall not violate this Section
1.1.
  1.2  Tenant
shall not, and shall not direct, suffer or permit any of its agents,
contractors, employees, licensees or invitees (collectively, the “Tenant
Entities”) to at any time handle, use, manufacture, store or dispose of in or
about the Premises or the Building any (collectively “Hazardous Materials”)
flammables, explosives, radioactive materials, hazardous wastes or materials,
toxic wastes or materials, or other similar substances, petroleum products or
derivatives or any substance subject to regulation by or under any federal,
state and local laws and ordinances relating to the protection of the
environment or the keeping, use or disposition of environmentally hazardous
materials, substances, or wastes, presently in effect or hereafter adopted, all
amendments to any of them, and all rules and regulations issued pursuant to any
of such laws or ordinances (collectively “Environmental Laws”), nor shall Tenant
suffer or permit any Hazardous Materials to be used in any manner not fully in
compliance with all Environmental Laws, in the Premises or the Building and
appurtenant land or allow the environment to become contaminated with any
Hazardous Materials.  Notwithstanding the foregoing, Tenant may
handle, store, use or dispose of products containing small quantities of
Hazardous Materials (such as aerosol cans containing insecticides, toner for
copiers, paints, paint remover and the like) to the extent customary and
necessary for the use of the Premises for general office purposes; provided that
Tenant shall always handle, store, use, and dispose of any such Hazardous
Materials in a safe and lawful manner and never allow such Hazardous Materials
to contaminate the Premises, Building and appurtenant land or the
environment.  Tenant shall protect, defend, indemnify and hold each
and all of the Landlord Entities (as defined in Article 30) harmless from and
against any and all loss, claims, liability or costs (including court costs and
attorney’s fees) incurred by reason of any actual or asserted failure of Tenant
to fully comply with all applicable Environmental Laws, or the presence,
handling, use or disposition in or from the Premises of any Hazardous Materials
by Tenant or any Tenant Entity (even though permissible under all applicable
Environmental Laws or the provisions of this Lease), or by reason of any actual
or asserted failure of Tenant to keep, observe, or perform any provision of this
Section 1.2.
  1.3  The Tenant
shall have, as appurtenant to the Premises, rights to use in common with others
entitled thereto:
  1.3.1  the common
facilities included in the Building or the Lot, including common walkways,
driveways, lobbies, hallways, ramps, stairways and elevators, and, subject to
availability, the conference facility located on the first floor of the
Building;
  1
  1.3.2  subject to
Article 39, the Parking Facility (including the visitor’s parking area and
parking spaces reserved for the disabled), at locations which may from time to
time be designated by Landlord within the Parking Facility.  Use of
the parking facility shall be subject to the right of the Landlord to restrict
parking during snowplowing operations, and during repair, maintenance and
restriping work affecting the parking area;
  1.3.3  the pipes,
ducts, conduits, wires and appurtenant equipment serving the Premises;
and
  1.3.4  if the
Premises include less than the entire rentable area of any floor, the common
toilets in the central core area of such floor.
  Such
rights shall always be subject to the Rules and Regulations set forth in Exhibit D as the same
may be reasonably amended by the Landlord from time to time, and such other
reasonable rules and regulations from time to time established by Landlord by
suitable notice, and to the right of Landlord to designate and change from time
to time areas and facilities so to be used, provided such designations and
changes do not deprive Tenant of the substantive benefits of such areas and
facilities.
  Not
included in the Premises are the ceiling, the floor and all perimeter walls of
the space identified in Exhibit A, except the inner surfaces thereof and the
perimeter doors and windows.  Tenant agrees that Landlord shall have
the right to place in the Premises (but in such manner as not unreasonably to
interfere with Tenant’s use of the Premises) utility lines, telecommunication
lines, shafts, pipes and the like, for the use and benefit of Landlord and other
tenants in the Building, and to replace and maintain and repair such lines,
pipes and the like, in, over and upon the Premises.  Such utility
lines, pipes and the like, shall not be deemed part of the Premises under this
Lease.
  2.TERM.
  2.1  The Term
of this Lease shall begin on the date (“Commencement Date”) which shall be the
later of the Scheduled Commencement Date as shown on the Reference Pages and the
date that Landlord shall tender possession of the Premises to Tenant, and shall
terminate on the date as shown on the Reference Pages (“Termination Date”),
unless sooner terminated by the provisions of this Lease. Landlord shall tender
possession of the Premises with all the work, if any, to be performed by
Landlord pursuant to Exhibit Bto this
Lease (“Landlord’s Work”) substantially completed.  Tenant shall
deliver a punch list of items not completed within thirty (30) days after
Landlord tenders possession of the Premises and Landlord agrees to proceed with
due diligence to perform its obligations regarding such items.  Tenant
shall, at Landlord’s request, execute and deliver a memorandum agreement
provided by Landlord in the form of Exhibit C attached
hereto, setting forth the actual Commencement Date, Termination Date and, if
necessary, a revised rent schedule.  Notwithstanding the foregoing, in
the event Landlord substantially completes Landlord’s Work prior to the
Scheduled Commencement Date, provided Landlord gives Tenant at least thirty (30)
days prior notice, Landlord may tender possession of the Premises to Tenant and
if Tenant in its sole discretion elects to accept early delivery of the
Premises, the Commencement Date shall be the date of such early delivery of the
Premises to Tenant.  Landlord represents and warrants to Tenant that
the Premises is not subject to any lease or occupancy agreement currently in
force and effect other than this Lease.
  2.2  Tenant
agrees that in the event of the inability of Landlord to deliver possession of
the Premises on the Scheduled Commencement Date for any reason other than the
gross negligence or willful misconduct of Landlord, Landlord shall not be liable
for any damage resulting from such inability, but Tenant shall not be liable for
any rent until the time when Landlord can, after notice to Tenant, deliver
possession of the Premises to Tenant.  No such failure to give
possession on the Scheduled Commencement Date shall affect the other obligations
of Tenant under this Lease, except that if Landlord is unable to deliver
possession of the Premises within ninety (90) days after the Scheduled
Commencement Date (other than as a result of strikes, shortages of materials,
holdover tenancies or similar matters beyond the reasonable control of Landlord
and Tenant is notified by Landlord in writing as to such delay), Tenant shall
have the option to terminate this Lease unless said delay is as a result
of:  (a) Tenant’s failure to agree to plans and specifications and/or
construction cost estimates or bids; (b) Tenant’s request for materials,
finishes or installations other than Landlord’s standard except those, if any,
that Landlord shall have expressly agreed to furnish without extension of time
agreed by Landlord; (c) Tenant’s change in any plans or specifications; or, (d)
performance or completion by a party employed by Tenant (each of the foregoing,
a “Tenant Delay”).  If any delay is the result of a Tenant Delay, the
Commencement Date and the payment of rent under this Lease shall be accelerated
by the number of days of such Tenant Delay.
  2
  2.3  In the
event Landlord permits Tenant, or any agent, employee or contractor of Tenant,
to enter, use or occupy the Premises prior to the Commencement Date, such entry,
use or occupancy shall be subject to all the provisions of this Lease other than
the payment of rent, including, without limitation, Tenant’s compliance with the
insurance requirements of Article 11.  Said early possession shall not
advance the Termination Date.
  3.RENT.
  3.1  Tenant
agrees to pay to Landlord the Annual Rent in effect from time to time by paying
the Monthly Installment of Rent then in effect on or before the first day of
each full calendar month during the Term, except that the first full month’s
rent shall be paid upon the execution of this Lease.  The Monthly
Installment of Rent in effect at any time shall be one-twelfth (1/12) of the
Annual Rent in effect at such time.  Rent for any period during the
Term which is less than a full month shall be a prorated portion of the Monthly
Installment of Rent based upon the number of days in such month.  Said
rent shall be paid to Landlord, without deduction or offset and without notice
or demand, at the Rent Payment Address, as set forth on the Reference Pages, or
to such other person or at such other place as Landlord may from time to time
designate in writing.  Unless specified in this Lease to the contrary,
all amounts and sums payable by Tenant to Landlord pursuant to this Lease shall
be deemed additional rent.
  3.2  Tenant
recognizes that late payment of any rent or other sum due under this Lease will
result in administrative expense to Landlord, the extent of which additional
expense is extremely difficult and economically impractical to
ascertain.  Tenant therefore agrees that if rent or any other sum is
not paid within ten (10) days after the date such payment is due and payable
pursuant to this Lease on more than two (2) occasion during any calendar year,
beginning with the third (3rd) such late payment and for every subsequent late
payment during such calendar year a late charge shall be imposed in an amount
equal to the greater of:  (a) Fifty Dollars ($50.00), or (b) five
percent (5%) of the unpaid rent or other payment.  The amount of the
late charge to be paid by Tenant shall be reassessed and added to Tenant’s
obligation for each successive month until paid.  The provisions of
this Section 3.2 in no way relieve Tenant of the obligation to pay rent or other
payments on or before the date on which they are due, nor do the terms of this
Section 3.2 in any way affect Landlord’s remedies pursuant to Article 19 of this
Lease in the event said rent or other payment is unpaid after date
due.
  3.3  Tenant
hereby acknowledges and agrees that the obligations of Tenant hereunder shall be
separate and independent covenants and agreements, that rent shall continue to
be payable in all events and that the obligations of Tenant hereunder shall
continue unaffected, unless the requirement to pay or perform the same shall
have been terminated pursuant to an express provision of this Lease. 
Landlord and Tenant each acknowledges and agrees that the independent nature of
the obligations of Tenant hereunder represents fair, reasonable, and accepted
commercial practice with respect to the type of property subject to this
Lease.  Such acknowledgements by Tenant are a material inducement to
landlord entering into this Lease.
  4.RENT
ADJUSTMENTS.
  4.1  For the
purpose of this Article 3.3, the following terms are defined as
follows:
  4.1.1  Lease Year:  Each
fiscal year (as determined by Landlord from time to time) falling partly or
wholly within the Term.
  4.1.2  Expenses:  All costs
of operation, maintenance, repair, replacement and management of the Building
(including the amount of any credits which Landlord may grant to particular
tenants of the Building in lieu of providing any standard services or paying any
standard costs described in this Section 4.1.2 for similar tenants), as
determined in accordance with generally accepted accounting principles,
including the following costs by way of illustration, but not limitation: water
and sewer charges; utility costs, including, but not limited to, the cost of
heat, light, power, steam, gas; waste disposal; the cost of janitorial services;
the cost of security and alarm services (including any central station signaling
system); costs of cleaning, repairing, replacing and maintaining the common
areas, including parking and landscaping, window cleaning costs; labor costs;
costs and expenses of managing the Building including management and/or
administrative fees (such as processing charges to provide various services for
the Building) not in excess of the range of such fees paid by similar buildings
in the Cambridge, Massachusetts market; air conditioning maintenance costs;
elevator maintenance fees and supplies; material costs; equipment costs
including the cost of maintenance, repair and service agreements and rental and
leasing costs; purchase costs of equipment; current rental and leasing costs of
items which would be capital items if purchased; tool costs; licenses, permits
and inspection fees; wages and salaries; employee benefits and payroll taxes;
accounting and legal fees; any sales, use or service taxes incurred in
connection therewith.  Expenses, which tenants of the Building pay
based on their rentable square feet, shall also include the amounts paid to
subsidize the operation of any cafeterias or restaurants in Riverfront Office
Park, however, if an amount for this item is included in the Base Year
(Expenses) amount and subsequently during the Term the subsidy is reduced to
below the amount included in the Base Year (Expenses) amount, the Base Year
(Expenses) amount will be reduced accordingly.  In addition, Landlord
shall be entitled to recover, as additional rent (which, along with any other
capital expenditures constituting Expenses, Landlord may either include in
Expenses or cause to be billed to Tenant along with Expenses and Taxes but as a
separate item), Tenant’s Proportionate Share of: (i) an allocable portion of the
cost of capital improvement items which are reasonably calculated to reduce
operating expenses; (ii) the cost of fire sprinklers and suppression
systems and other life safety systems; and (iii) other capital expenses
which are required under any governmental laws, regulations or ordinances that
occur after the date of this Lease; but the costs described in this sentence
shall be amortized over the reasonable life of such expenditures in accordance
with such reasonable life and amortization schedules as shall be determined by
Landlord in accordance with generally accepted accounting principles, with
interest on the unamortized amount at one percent (1%) in excess of the Wall
Street Journal prime lending rate announced from time to
time.  Expenses shall not include Taxes, Insurance Costs, depreciation
or amortization of the Building or equipment in the Building except as provided
herein, loan principal payments, costs of alterations of tenants’ premises,
leasing commissions, interest expenses on long-term borrowings or advertising
costs.
  3
  4.1.3  Taxes:  Real estate
taxes and any other taxes, charges and assessments which are levied with respect
to the Building or the land appurtenant to the Building, or with respect to any
improvements, fixtures and equipment or other property of Landlord, real or
personal, located in the Building and used in connection with the operation of
the Building and said land, any payments to any ground lessor in reimbursement
of tax payments made by such lessor; and all fees, expenses and costs incurred
by Landlord in investigating, protesting, contesting or in any way seeking to
reduce or avoid increase in any assessments, levies or the tax rate pertaining
to any Taxes to be paid by Landlord in any Lease Year.  Taxes shall
not include any corporate franchise, or estate, inheritance or net income tax,
or tax imposed upon any transfer by Landlord of its interest in this Lease or
the Building or any taxes to be paid by Tenant pursuant to Article
28.
  4.1.4  Insurance
Costs:  Any and all insurance charges of or relating to all
insurance policies and endorsements deemed by Landlord to be reasonably
necessary or desirable and relating in any manner to the protection,
preservation, or operation of the Building or any part thereof.
  4.2  If in any
Lease Year, (i) Expenses paid or incurred shall exceed Expenses paid or incurred
in the Base Year (Expenses) and/or (ii) Taxes paid or incurred by Landlord in
any Lease Year shall exceed the amount of such Taxes which became due and
payable in the Base Year (Taxes), and/or (iii) Insurance Costs paid or incurred
by Landlord in any Lease Year shall exceed the amount of such Insurance Costs
which became due and payable in the Base Year (Insurance), Tenant shall pay as
additional rent for such Lease Year Tenant’s Proportionate Share of each such
excess amount.
  4.3  The annual
determination of Expenses and Insurance Costs shall be made by Landlord and
shall be binding upon Landlord and Tenant, subject to the provisions of this
Section 4.3.  During the Term, Tenant may review, at Tenant’s sole
cost and expense, the books and records supporting such determination in an
office of Landlord, or Landlord’s agent, during normal business hours, upon
giving Landlord five (5) days advance written notice within sixty (60) days
after receipt of such determination, but in no event more often than once in any
one (1) year period, subject to execution of a confidentiality agreement
acceptable to Landlord, and provided that if Tenant utilizes an independent
accountant to perform such review it shall be one of national or regional
standing which is reasonably acceptable to Landlord, is not compensated on a
contingency basis and is also subject to such confidentiality
agreement.  If Tenant fails to object to Landlord’s determination of
Expenses and Insurance Costs within ninety (90) days after receipt, or if any
such objection fails to state with specificity the reason for the objection,
Tenant shall be deemed to have approved such determination and shall have no
further right to object to or contest such determination. In the event that
during all or any portion of any Lease Year or Base Year, the Building is not
fully rented and occupied Landlord shall  make an appropriate
adjustment in occupancy-related Expenses for such year for the purpose of
avoiding distortion of the amount of such Expenses to be attributed to Tenant by
reason of variation in total occupancy of the Building, by employing consistent
and sound accounting and management principles to determine Expenses that would
have been paid or incurred by Landlord had the Building been one hundred percent
(100%) rented and occupied, and the amount so determined shall be deemed to have
been Expenses for such Lease Year or Base Year, as applicable.
  4
  4.4  Prior to
the actual determination thereof for a Lease Year, Landlord may from time to
time estimate Tenant’s liability for Expenses, Insurance Costs and/or Taxes
under Section 4.1, Article 6 and Article 28 for the Lease Year or portion
thereof.  Landlord will give Tenant written notification of the amount
of such estimate and Tenant agrees that it will pay, by increase of its Monthly
Installments of Rent due in such Lease Year, additional rent in the amount of
such estimate.  Any such increased rate of Monthly Installments of
Rent pursuant to this Section 4.4 shall remain in effect until further written
notification to Tenant pursuant hereto.
  4.5  When the
above mentioned actual determination of Tenant’s liability for Expenses,
Insurance Costs and/or Taxes is made for any Lease Year and when Tenant is so
notified in writing, then:
  4.5.1  If the
total additional rent Tenant actually paid pursuant to Section 4.3 on account of
Expenses, Insurance Costs and/or Taxes for the Lease Year is less than Tenant’s
liability for Expenses, Insurance Costs and/or Taxes, then Tenant shall pay such
deficiency to Landlord as additional rent in one lump sum within thirty (30)
days of receipt of Landlord’s bill therefor; and
  4.5.2  If the
total additional rent Tenant actually paid pursuant to Section 4.3 on account of
Expenses, Insurance Costs and/or Taxes for the Lease Year is more than Tenant’s
liability for Expenses, Insurance Costs and/or Taxes, then Landlord shall credit
the difference against the then next due payments to be made by Tenant under
this Article 3.3, or, if the Lease has terminated, refund the difference in
cash.  Tenant shall not be entitled to a credit by reason of actual
Expenses and/or Taxes and/or Insurance Costs in any Lease Year being less than
Expenses and/or Taxes and/or Insurance Costs in the Base Year (Expenses and/or
Taxes and/or Insurance).
  4.6  If the
Commencement Date is other than January 1 or if the Termination Date is other
than December 31, Tenant’s liability for Expenses, Insurance Costs and Taxes for
the Lease Year in which said Date occurs shall be prorated based upon a three
hundred sixty-five (365) day year.
  5. SECURITY
DEPOSIT. Tenant
shall deposit the Security Deposit with Landlord upon the execution of this
Lease.  Said sum shall be held by Landlord as security for the
faithful performance by Tenant of all the terms, covenants and conditions of
this Lease to be kept and performed by Tenant and not as an advance rental
deposit or as a measure of Landlord’s damage in case of Tenant’s
default.  If Tenant defaults with respect to any provision of this
Lease, Landlord may use any part of the Security Deposit for the payment of any
rent or any other sum in default, or for the payment of any amount which
Landlord may spend or become obligated to spend by reason of Tenant’s default,
or to compensate Landlord for any other loss or damage which Landlord may suffer
by reason of Tenant’s default.  If any portion is so used, Tenant
shall within thirty (30) days after written demand therefor, deposit with
Landlord an amount sufficient to restore the Security Deposit to its original
amount and Tenant’s failure to do so shall be a material breach of this
Lease.  Except to such extent, if any, as shall be required by law,
Landlord shall not be required to keep the Security Deposit separate from its
general funds, and Tenant shall not be entitled to interest on such
deposit.  If Tenant shall fully and faithfully perform every provision
of this Lease to be performed by it, the Security Deposit or any balance thereof
shall be returned to Tenant at such time after termination of this Lease when
Landlord shall have determined that all of Tenant’s obligations under this Lease
have been fulfilled, but in no event more than sixty (60) days after the end of
the Term of this Lease.
  6.ALTERATIONS.
  6.1  Except for
those, if any, specifically provided for in Exhibit B to this
Lease, Tenant shall not make or suffer to be made any alterations, additions, or
improvements, including, but not limited to, the attachment of any fixtures or
equipment in, on, or to the Premises or any part thereof or the making of any
improvements as required by Article 7, without the prior written consent of
Landlord.  When applying for such consent, Tenant shall, if requested
by Landlord, furnish complete plans and specifications for such alterations,
additions and improvements. Landlord’s consent shall not be unreasonably
withheld with respect to alterations which (i) are not structural in nature,
(ii) are not visible from the exterior of the Building, (iii) do not affect or
require modification of the Building’s electrical, mechanical, plumbing, HVAC or
other systems, and (iv) in aggregate do not cost more than
$20,000.00.
  5
  6.2  In the
event Landlord consents to the making of any such alteration, addition or
improvement by Tenant, the same shall be made by using either Landlord’s
contractor or a contractor reasonably approved by Landlord, in either event at
Tenant’s sole cost and expense.  If Tenant shall employ any contractor
other than Landlord’s contractor and such other contractor or any subcontractor
of such other contractor shall employ any non-union labor or supplier, Tenant
shall be responsible for and hold Landlord harmless from any and all delays,
damages and extra costs suffered by Landlord as a result of any dispute with any
labor unions concerning the wage, hours, terms or conditions of the employment
of any such labor.  In any event, if Landlord is requested to provide
construction management services, Landlord may charge Tenant a construction
management fee not to exceed five percent (5%) of the cost of such work to cover
its overhead as it relates to such proposed work, plus third-party costs
actually incurred by Landlord in connection with the proposed work and the
design thereof, with all such amounts being due thirty (30) days after
Landlord’s demand.
  6.3  All
alterations, additions or improvements proposed by Tenant shall be constructed
in accordance with all government laws, ordinances, rules and regulations, using
Building standard materials where applicable, and Tenant shall, prior to
construction, provide the additional insurance required under Article 11 in such
case, and also all such assurances to Landlord as Landlord shall reasonably
require to assure payment of the costs thereof, including but not limited to,
notices of non-responsibility, waivers of lien, surety company performance bonds
and funded construction escrows and to protect Landlord and the Building and
appurtenant land against any loss from any mechanic’s, materialmen’s or other
liens.  Tenant shall pay in addition to any sums due pursuant to
Article 3.3, any increase in real estate taxes attributable to any such
alteration, addition or improvement for so long, during the Term, as such
increase is ascertainable; at Landlord’s election said sums shall be paid in the
same way as sums due under Article 3.3.
  7.REPAIR.
  7.1  Landlord
shall have no obligation to alter, remodel, improve, repair, decorate or paint
the Premises, except as specified in Exhibit B if attached
to this Lease and except that, subject to Article 4, Landlord shall repair and
maintain the structural portions of the Building, including the basic plumbing,
air conditioning, heating and electrical systems installed or furnished by
Landlord, the roof and the common area.  By taking possession of the
Premises, Tenant accepts them as being in good order, condition and repair and
in the condition in which Landlord is obligated to deliver them, except as set
forth in the punch list to be delivered pursuant to Section 2.1.  It
is hereby understood and agreed that no representations respecting the condition
of the Premises or the Building have been made by Landlord to Tenant, except as
specifically set forth in this Lease.
  7.2  Tenant
shall, at all times during the Term, keep the Premises in good condition and
repair excepting damage by ordinary wear and tear, fire, or other casualty, and
in compliance with all applicable governmental laws, ordinances and regulations,
promptly complying with all governmental orders and directives for the
correction, prevention and abatement of any violations or nuisances in or upon,
or connected with, the Premises, all at Tenant’s sole expense.
  7.3  Landlord
shall not be liable for any failure to make any repairs or to perform any
maintenance unless such failure shall persist for an unreasonable time after
written notice of the need of such repairs or maintenance is given to Landlord
by Tenant.
  7.4  Except as
provided in Article 22, there shall be no abatement of rent and no liability of
Landlord by reason of any injury to or interference with Tenant’s business
arising from the making of any repairs, alterations or improvements in or to any
portion of the Building or the Premises or to fixtures, appurtenances and
equipment in the Building.  Except to the extent, if any, prohibited
by law, Tenant waives the right to make repairs at Landlord’s expense under any
law, statute or ordinance now or hereafter in effect.
  6
  8. LIENS. Tenant
shall keep the Premises, the Building and appurtenant land and Tenant’s
leasehold interest in the Premises free from any liens arising out of any
services, work or materials performed, furnished, or contracted for by Tenant,
or obligations incurred by Tenant.  In the event that Tenant fails,
within twenty (20) days following the imposition of any such lien, to either
cause the same to be released of record or provide Landlord with insurance
against the same issued by a major title insurance company or such other
protection against the same as Landlord shall reasonably accept (such failure to
constitute an Event of Default), Landlord shall have the right to cause the same
to be released by such means as it shall deem proper, including payment of the
claim giving rise to such lien.  All such sums paid by Landlord and
all expenses incurred by it in connection therewith shall be payable to it by
Tenant within thirty (30) days of Landlord’s demand .
  9.ASSIGNMENT
AND SUBLETTING.
  9.1  Tenant
shall not have the right to assign or pledge this Lease or to sublet the whole
or any part of the Premises whether voluntarily or by operation of law, or
permit the use or occupancy of the Premises by anyone other than Tenant, and
shall not make, suffer or permit such assignment, subleasing or occupancy
without the prior written consent of Landlord, such consent not to be
unreasonably withheld, delayed or conditioned, and said restrictions shall be
binding upon any and all assignees of the Lease and subtenants of the
Premises.  In the event Tenant desires to sublet, or permit such
occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant
shall give written notice thereof to Landlord at least thirty (30) days but no
more than one hundred twenty (120) days prior to the proposed commencement date
of such subletting or assignment, which notice shall set forth the name of the
proposed subtenant or assignee, the relevant terms of any sublease or assignment
and copies of financial reports and other relevant financial information of the
proposed subtenant or assignee.
  9.2  Notwithstanding
any assignment or subletting, permitted or otherwise, Tenant shall at all times
remain directly, primarily and fully responsible and liable for the payment of
the rent specified in this Lease and for compliance with all of its other
obligations under the terms, provisions and covenants of this
Lease.  Upon the occurrence of an Event of Default, if the Premises or
any part of them are then assigned or sublet, Landlord, in addition to any other
remedies provided in this Lease or provided by law, may, at its option, collect
directly from such assignee or subtenant all rents due and becoming due to
Tenant under such assignment or sublease and apply such rent against any sums
due to Landlord from Tenant under this Lease, and no such collection shall be
construed to constitute a novation or release of Tenant from the further
performance of Tenant’s obligations under this Lease.
  9.3  In
addition to Landlord’s right to approve of any subtenant or assignee, Landlord
shall have the option, in its sole discretion, in the event of any proposed
subletting or assignment, to terminate this Lease, or in the case of a proposed
subletting of less than the entire Premises, to recapture the portion of the
Premises to be sublet, as of the date the subletting or assignment is to be
effective.  The option shall be exercised, if at all, by Landlord
giving Tenant written notice given by Landlord to Tenant within thirty (30) days
following Landlord’s receipt of Tenant’s written notice as required
above.  However, if Tenant notifies Landlord, within thirty (30) days
after receipt of Landlord’s termination notice, that Tenant is rescinding its
proposed assignment or sublease, the termination notice shall be void and the
Lease shall continue in full force and effect.  If this Lease shall be
terminated with respect to the entire Premises pursuant to this Section, the
Term of this Lease shall end on the date stated in Tenant’s notice as the
effective date of the sublease or assignment as if that date had been originally
fixed in this Lease for the expiration of the Term.  If Landlord
recaptures under this Section only a portion of the Premises, the rent to be
paid from time to time during the unexpired Term shall abate proportionately
based on the proportion by which the approximate square footage of the remaining
portion of the Premises shall be less than that of the Premises as of the date
immediately prior to such recapture.  Tenant shall, at Tenant’s own
cost and expense, discharge in full any outstanding commission obligation which
may be due and owing as a result of any proposed assignment or subletting,
whether or not the Premises are recaptured pursuant to this Section 9.3 and
rented by Landlord to the proposed tenant or any other tenant.
  9.4  In the
event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall
pay to Landlord as additional rent an amount equal to fifty percent (50%) of any
Increased Rent (as defined below), less the Costs Component (as defined below),
when and as such Increased Rent is received by Tenant.  As used in
this Section, “Increased Rent” shall mean the excess of (i) all rent and other
consideration which Tenant is entitled to receive by reason of any sale,
sublease, assignment or other transfer of this Lease, over (ii) the rent
otherwise payable by Tenant under this Lease at such time.  For
purposes of the foregoing, any consideration received by Tenant in form other
than cash shall be valued at its fair market value as determined by Landlord in
good faith.  The “Costs Component” is that amount which, if paid
monthly, would fully amortize on a straight-line basis, over the entire period
for which Tenant is to receive Increased Rent, the reasonable costs incurred by
Tenant for leasing commissions, legal costs and tenant improvements in
connection with such sublease, assignment or other transfer.
  7
  9.5  Notwithstanding
any other provision hereof, it shall be considered reasonable for Landlord to
withhold its consent to any assignment of this Lease or sublease of any portion
of the Premises if at the time of either Tenant’s notice of the proposed
assignment or sublease or the proposed commencement date thereof, there shall
exist any uncured default of Tenant or matter which will become a default of
Tenant with passage of time unless cured, or if the proposed assignee or
sublessee is an entity:  (a) with which Landlord is already in
negotiation; (b) is already an occupant of the Park unless Landlord is unable to
provide the amount of space required by such occupant; (c) is a governmental
agency; (d) is incompatible with the character of occupancy of
the  Building; (e) with which the payment for the sublease or
assignment is determined in whole or in part based upon its net income or
profits; or (f) would subject the Premises to a use which
would:  (i) involve increased personnel or wear upon the Building;
(ii)  violate any exclusive right granted to another tenant of the
Building; (iii) require any addition to or modification of the Premises or the
Building in order to comply with building code or other governmental
requirements; or, (iv) involve a violation of Section
1.2.  Tenant expressly agrees that for the purposes of any statutory
or other requirement of reasonableness on the part of Landlord, Landlord’s
refusal to consent to any assignment or sublease for any of the reasons
described in this Section 9.5, shall be conclusively deemed to be
reasonable.
  9.6  Upon any
request to assign or sublet, Tenant will pay to Landlord the
Assignment/Subletting Fee plus, on demand, a sum equal to all of Landlord’s
costs, including reasonable attorney’s fees (not to exceed $2,500.00), incurred
in investigating and considering any proposed or purported assignment or pledge
of this Lease or sublease of any of the Premises, regardless of whether Landlord
shall consent to, refuse consent, or determine that Landlord’s consent is not
required for, such assignment, pledge or sublease.  Any purported
sale, assignment, mortgage, transfer of this Lease or subletting which does not
comply with the provisions of this Article 9 shall be void.
  9.7  Except
pursuant to Section 9.8, if Tenant is a non-publicly traded corporation, limited
liability company, partnership or trust, any transfer or transfers of or change
or changes within any twelve (12) month period in the number of the outstanding
voting shares of the corporation or limited liability company, the general
partnership interests in the partnership or the identity of the persons or
entities controlling the activities of such partnership or trust resulting in
the persons or entities owning or controlling a majority of such shares,
partnership interests or activities of such partnership or trust at the
beginning of such period no longer having such ownership or control shall be
regarded as equivalent to an assignment of this Lease to the persons or entities
acquiring such ownership or control and shall be subject to all the provisions
of this Article 9 to the same extent and for all intents and purposes as though
such an assignment.
  9.8  Notwithstanding
the foregoing provisions of this Article to the contrary, Tenant shall be
permitted to assign this Lease, or sublet all or a portion of the Premises, to
an Affiliate of Tenant without the prior consent of Landlord, if all of the
following conditions are first satisfied:
  9.8.1  Tenant
shall not then be in continuing default under this Lease;
  9.8.2  a fully
executed copy of such assignment or sublease, the assumption of this Lease by
the assignee or acceptance of the sublease by the sublessee, and such other
information regarding the assignment or sublease as Landlord may reasonably
request, shall have been delivered to Landlord;
  9.8.3  the
Premises shall continue to be operated solely for the use specified in the
Reference Page or other use acceptable to Landlord in its sole
discretion.
  8
  Tenant
acknowledges (and, at Landlord’s request, at the time of such assignment or
subletting shall confirm) that in each instance Tenant shall remain liable for
performance of the terms and conditions of the Lease despite such assignment or
subletting.  As used herein the term “Affiliate” shall mean an entity
which (i) directly or indirectly controls Tenant or (ii) is under the direct or
indirect control of Tenant or (iii) is under common direct or indirect control
with Tenant, or (iv) is the successor to Tenant by merger, consolidation or sale
of substantially all of Tenant’s assets so long as the net worth of such
successor, after completion of the entire series of transactions contemplated in
such merger, etc., are at least at great as was the net worth of Tenant prior to
commencement of such transactions.  Control shall mean ownership of
fifty-one percent (51%) or more of the voting securities or rights of the
controlled entity.
  10. INDEMNIFICATION. None
of the Landlord Entities shall be liable and Tenant hereby waives all claims
against them for any damage to any property or any injury to any person in or
about the Premises or the Building by or from any cause whatsoever (including
without limiting the foregoing, rain or water leakage of any character from the
roof, windows, walls, basement, pipes, plumbing works or appliances, the
Building not being in good condition or repair, gas, fire, oil, electricity or
theft), except to the extent caused by or arising from the gross negligence or
willful misconduct of Landlord or its agents, employees or
contractors.  Tenant shall protect, indemnify and hold the Landlord
Entities harmless from and against any and all loss, claims, liability or costs
(including court costs and attorney’s fees) incurred by reason of (a) any damage
to any property (including but not limited to property of any Landlord Entity)
or any injury (including but not limited to death) to any person occurring in,
on or about the Premises or the Building to the extent that such injury or
damage shall be caused by or arise from any actual or alleged act, neglect,
fault, or omission by or of Tenant or any Tenant Entity to meet any standards
imposed by any duty with respect to the injury or damage; (b) the conduct or
management of any work or thing whatsoever done by the Tenant in or about the
Premises or from transactions of the Tenant concerning the Premises; (c)
Tenant’s failure to comply with any and all governmental laws, ordinances and
regulations applicable to the condition or use of the Premises or its occupancy;
or (d) any breach or default on the part of Tenant in the performance of any
covenant or agreement on the part of the Tenant to be performed pursuant to this
Lease.  The provisions of this Article shall survive the termination
of this Lease with respect to any claims or liability accruing prior to such
termination.
  11.INSURANCE.
  11.1  Tenant
shall keep in force throughout the Term: (a) a Commercial General Liability
insurance policy or policies to protect the Landlord Entities against any
liability to the public or to any invitee of Tenant or a Landlord Entity
incidental to the use of or resulting from any accident occurring in or upon the
Premises with a limit of not less than $1,000,000.00 per occurrence and not less
than $2,000,000.00 in the annual aggregate, or such larger amount as Landlord
may prudently require from time to time, covering bodily injury and property
damage liability and $1,000,000 products/completed operations aggregate; (b)
Business Auto Liability covering owned, non-owned and hired vehicles with a
limit of not less than $1,000,000 per accident; (c) Worker’s Compensation
Insurance with limits as required by statute and Employers Liability with limits
of $500,000 each accident, $500,000 disease policy limit, $500,000 disease--each
employee; (d) All Risk or Special Form coverage protecting Tenant against loss
of or damage to Tenant’s alterations, additions, improvements, carpeting, floor
coverings, panelings, decorations, fixtures, inventory and other business
personal property situated in or about the Premises to the full replacement
value of the property so insured; and, (e) Business Interruption Insurance with
limit of liability representing loss of at least approximately six (6) months of
income.
  11.2  The
aforesaid policies shall (a) be provided at Tenant’s expense; (b) name the
Landlord Entities so long as Tenant is notified of the names of such by the
Landlord as additional insureds (General Liability) and loss payee
(Property—Special Form); (c) be issued by an insurance company with a minimum
Best’s rating of “A-:VII” during the Term; and (d) provide that said insurance
shall not be canceled unless thirty (30) days prior written notice (ten days for
non-payment of premium) shall have been given to Landlord; a certificate of
Liability insurance on Accord Form 25 and a certificate of Property insurance on
Accord Form 27 shall be delivered to Landlord by Tenant upon the Commencement
Date and at least thirty (30) days prior to each renewal of said
insurance.
  11.3  Whenever
Tenant shall undertake any alterations, additions or improvements in, to or
about the Premises (“Work”) the aforesaid insurance protection must extend to
and include injuries to persons and damage to property arising in connection
with such Work, without limitation including liability under any applicable
structural work act, and such other insurance as Landlord shall require; and the
policies of or certificates evidencing such insurance must be delivered to
Landlord prior to the commencement of any such Work.
  9
  12. WAIVER
OF SUBROGATION. So
long as their respective insurers so permit, Tenant and Landlord hereby mutually
waive their respective rights of recovery against each other for any loss
insured by fire, extended coverage, All Risks or other insurance now or
hereafter existing for the benefit of the respective party but only to the
extent of the net insurance proceeds payable under such
policies.  Each party shall obtain any special endorsements required
by their insurer to evidence compliance with the aforementioned
waiver.
  13.SERVICES
AND UTILITIES.
  13.1  Subject to
the other provisions of this Lease, Landlord agrees to furnish to the Premises
during Building Business Hours (specified on the Reference Pages) on generally
recognized business days (but exclusive in any event of Sundays and national and
local legal holidays), the following services and utilities subject to the rules
and regulations of the Building prescribed from time to time:  (a)
water suitable for normal office use of the Premises; (b) heat and air
conditioning required in Landlord’s reasonable judgment for the use and
occupation of the Premises during Building Business Hours; (c) cleaning and
janitorial service; (d) elevator service by nonattended automatic elevators, if
applicable; and, (e) equipment to bring to the Premises electricity for
lighting, convenience outlets and other normal office use.  In the
absence of Landlord’s gross negligence or willful misconduct, Landlord shall not
be liable for, and Tenant shall not be entitled to, any abatement or reduction
of rental by reason of Landlord’s failure to furnish any of the foregoing,
unless such failure shall persist for an unreasonable time after written notice
of such failure is given to Landlord by Tenant and provided further that
Landlord shall not be liable when such failure is caused by accident, breakage,
repairs, labor disputes of any character, energy usage restrictions or by any
other cause, similar or dissimilar, beyond the reasonable control of
Landlord.  Landlord shall use reasonable efforts to remedy any
interruption in the furnishing of services and utilities.
  13.1.1  Allocable
Costs - Electricity.  Tenant shall pay to Landlord monthly an amount
reasonably estimated by Landlord to equal Tenant’s Allocable Electricity Costs
for the electrical energy that Tenant requires for operation of the lighting
fixtures, appliances and equipment of Tenant serving the Premises and tenant
specific supplemental HVAC equipment.  “Tenant’s Allocable Electricity
Costs” as used herein is initially estimated to be $1.50 per rsf, and shall be
as determined in accordance with Exhibit E attached
hereto and made a part hereof.  Landlord shall from time to time
furnish to Tenant a statement setting forth in reasonable detail the particulars
relating to Tenant’s Allocable Electricity Costs for the period to which such a
statement relates.  In the event the estimated payments made by Tenant
for said period shall be less than Tenant’s Allocable Electricity Costs for said
period as set forth in said statement, Tenant shall promptly, but in no event
later than thirty (30) days from receipt of invoice, remit to Landlord the
difference.  In the event the estimated payments made by Tenant for
said period exceed Tenant’s Allocable Electricity Costs for said period as set
forth in said statement, such excess shall be refunded by
Landlord.  Landlord shall not be liable in any way to Tenant for any
failure or defect in the supply or character of electrical energy furnished to
the Premises by reason of any requirement, act or omission of the public utility
serving the Building with electricity unless due to the act or omission of
Landlord.  Tenant’s use of electrical energy in the Premises shall not
at any time exceed the capacity of any of the electrical conductors and
equipment in or otherwise serving the Premises.  In order to insure
that such capacity is not exceeded and to avert possible adverse affect upon the
Building electrical services, Tenant shall give notice to Landlord and obtain
Landlord’s prior written consent whenever Tenant shall connect to the Building
electrical distribution system any major fixtures, appliances or
equipment.  Any additional feeders or risers to supply Tenant’s
electrical requirements in addition to those originally installed and all other
equipment proper and necessary in connection with such feeders or risers, shall
be installed by Landlord upon Tenant’s request, at the sole cost and expense of
Tenant, provided that such additional feeders and risers are permissible under
applicable laws and insurance regulations and the installation of such feeders
or risers will not cause permanent damage or injury to the Building or cause or
create a dangerous condition or unreasonably interfere with other tenants of the
Building.  Tenant agrees that it will not make any significant
alteration or material addition to the electrical equipment and/or appliances in
the Premises without the prior written consent of Landlord in each instance
first obtained, which consent will not be unreasonably withheld or delayed, and
will promptly advise Landlord of any alteration or addition to such electrical
equipment and/or appliances.  Tenant, at Tenant’s expense, shall
purchase, install and replace all light fixtures, bulbs, tubes, lamps, lenses,
globes, ballasts and switches used in the Premises.  Notwithstanding
the foregoing, Landlord, at its election, may install at Landlord’s cost and
expense a separate meter for Tenant’s electric usage in which event Tenant shall
thereafter obtain and pay for its electricity directly from the electric utility
servicing the Building.
  10
  13.2  Should
Tenant require any additional work or service, as described above, including
services furnished outside ordinary business hours specified above, Landlord
may, on terms to be agreed, upon reasonable advance notice by Tenant, furnish
such additional service and Tenant agrees to pay Landlord such charges as may be
agreed upon, including any tax imposed thereon, but in no event at a charge less
than Landlord’s actual cost plus overhead for such additional service and, where
appropriate, a reasonable allowance for depreciation of any systems being used
to provide such service.  The current charge for after-hours HVAC
service, which is subject to change at any time, is specified on the Reference
Pages.
  13.3  Wherever
heat-generating machines or equipment are used by Tenant in the Premises which
affect the temperature otherwise maintained by the air conditioning system or
Tenant allows occupancy of the Premises by more persons than the heating and air
conditioning system is designed to accommodate, in either event whether with or
without Landlord’s approval, Landlord reserves the right to install
supplementary heating and/or air conditioning units in or for the benefit of the
Premises and the cost thereof, including the cost of installation and the cost
of operations and maintenance, shall be paid by Tenant to Landlord within thirty
(30) days of Landlord’s demand.
  13.4  Except for
Tenant’s copier equipment and IT equipment, Tenant will not, without the written
consent of Landlord, use any apparatus or device in the Premises, including but
not limited to, electronic data processing machines and machines using current
in excess of 2000 watts and/or 20 amps or 120 volts, which will in any way
increase the amount of electricity or water usually furnished or supplied for
use of the Premises for normal office use, nor connect with electric current,
except through existing electrical outlets in the Premises, or water pipes, any
apparatus or device for the purposes of using electrical current or
water.  If Tenant shall require water or electric current in excess of
that usually furnished or supplied for use of the Premises as normal office use,
Tenant shall procure the prior written consent of Landlord for the use thereof,
which Landlord may refuse, and if Landlord does consent, Landlord may cause a
water meter or electric current meter to be installed so as to measure the
amount of such excess water and electric current.  The cost of any
such meters shall be paid for by Tenant.  Tenant agrees to pay to
Landlord within thirty (30) days of Landlord’s demand, the cost of all such
excess water and electric current consumed (as shown by said meters, if any, or,
if none, as reasonably estimated by Landlord) at the rates charged for such
services by the local public utility or agency, as the case may be, furnishing
the same, plus any additional expense incurred in keeping account of the water
and electric current so consumed.
  13.5  Tenant
will not, without the written consent of Landlord, contract with a utility
provider to service the Premises with any utility, including, but not limited
to, telecommunications, electricity, water, sewer or gas, which is not
previously providing such service to other tenants in the
Building.  Subject to Landlord’s reasonable rules and regulations and
the provisions of Articles 6 and 26, Tenant shall be entitled to the use of
wiring (“Communications Wiring”) from the existing telecommunications nexus in
the Building to the Premises, sufficient for normal general office use of the
Premises.  Tenant shall not install any additional Communications
Wiring, nor remove any Communications Wiring, without in each instance obtaining
the prior written consent of Landlord, which consent shall not be withheld,
delayed or conditioned.  Landlord’s shall in no event be liable for
disruption in any service obtained by Tenant pursuant to this
paragraph.
  14. HOLDING
OVER. Tenant
shall pay Landlord for each day Tenant retains possession of the Premises or
part of them after termination of this Lease by lapse of time or otherwise at
the rate (“Holdover Rate”) which shall be One Hundred Fifty Percent (150%) of
the amount of the Annual Rent for the last period prior to the date of such
termination plus all Rent Adjustments under Article 3.3, prorated on a daily
basis, and also pay all damages sustained by Landlord by reason of such
retention.  If Landlord gives notice to Tenant of Landlord’s election
to such effect, such holding over shall constitute renewal of this Lease for a
period from month to month at the Holdover Rate, but if the Landlord does not so
elect, no such renewal shall result notwithstanding acceptance by Landlord of
any sums due hereunder after such termination; and instead, a tenancy at
sufferance at the Holdover Rate shall be deemed to have been
created.  In any event, no provision of this Article 14 shall be
deemed to waive Landlord’s right of reentry or any other right under this Lease
or at law.
  11
  15. SUBORDINATION. Without
the necessity of any additional document being executed by Tenant for the
purpose of effecting a subordination, this Lease shall be subject and
subordinate at all times to ground or underlying leases and to the lien of any
mortgages or deeds of trust now or hereafter placed on, against or affecting the
Building, Landlord’s interest or estate in the Building, or any ground or
underlying lease; provided, however, that if the lessor, mortgagee, trustee, or
holder of any such mortgage or deed of trust elects to have Tenant’s interest in
this Lease be superior to any such instrument, then, by notice to Tenant, this
Lease shall be deemed superior, whether this Lease was executed before or after
said instrument.  Notwithstanding the foregoing, Tenant covenants and
agrees to execute and deliver within ten (10) days of Landlord’s
request  such further instruments evidencing such subordination or
superiority of this Lease as may be required by Landlord.  Landlord
represents that there is currently no mortgage lien against the
property.   Landlord shall use commercially reasonable efforts to
obtain from any future mortgagee a non-disturbance agreement in favor of Tenant,
but the failure to obtain such non-disturbance agreement shall not be a failure
of condition of this Lease.
  16. RULES
AND REGULATIONS. Tenant
shall faithfully observe and comply with all the rules and regulations as set
forth in Exhibit
D to this Lease and all reasonable and non-discriminatory modifications
of and additions to them from time to time put into effect by
Landlord.  Landlord shall not be responsible to Tenant for the
non-performance by any other tenant or occupant of the Building of any such
rules and regulations, provided that Landlord shall use commercially reasonable
efforts to enforce such rules and regulations in a uniform manner.
  17.REENTRY
BY LANDLORD.
  17.1  Landlord
reserves and shall at all times (with at least twenty four hour advance notice,
but no notice is required in the event of an emergency) have the right to
re-enter the Premises to inspect the same, to supply janitor service and any
other service to be provided by Landlord to Tenant under this Lease, to show
said Premises to prospective purchasers, mortgagees or tenants (as to tenants,
only during the last nine (9) months of the Term), and to alter, improve or
repair the Premises and any portion of the Building, without abatement of rent,
and may for that purpose erect, use and maintain scaffolding, pipes, conduits
and other necessary structures and open any wall, ceiling or floor in and
through the Building and Premises where reasonably required by the character of
the work to be performed, provided entrance to the Premises shall not be blocked
thereby, and further provided that the business of Tenant shall not be
interfered with unreasonably. Landlord shall have the right at any time to
change the arrangement and/or locations of entrances, or passageways, doors and
doorways, and corridors, windows, elevators, stairs, toilets or other public
parts of the Building and to change the name, number or designation by which the
Building is commonly known.  In the event that Landlord damages any
portion of any wall or wall covering, ceiling, or floor or floor covering within
the Premises, Landlord shall repair or replace the damaged portion to match the
original as nearly as commercially reasonable but shall not be required to
repair or replace more than the portion actually damaged. Tenant hereby waives
any claim for damages for any injury or inconvenience to or interference with
Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and
any other loss occasioned by any action of Landlord authorized by this Article
17.
  17.2  For each
of the aforesaid purposes, Landlord shall at all times have and retain a key
with which to unlock all of the doors in the Premises, excluding Tenant’s vaults
and safes or special security areas (designated in advance), and Landlord shall
have the right to use any and all means which Landlord may deem proper to open
said doors in an emergency to obtain entry to any portion of the
Premises.  As to any portion to which access cannot be had by means of
a key or keys in Landlord’s possession, Landlord is authorized to gain access by
such means as Landlord shall elect and the cost of repairing any damage
occurring in doing so shall be borne by Tenant and paid to Landlord within
thirty (30) days of Landlord’s  demand.
  18.DEFAULT.
  18.1  Except as
otherwise provided in Article 20, the following events shall be deemed to be
Events of Default under this Lease:
  18.1.1  Tenant
shall fail to pay when due any sum of money becoming due to be paid to Landlord
under this Lease, whether such sum be any installment of the rent reserved by
this Lease, any other amount treated as additional rent under this Lease, or any
other payment or reimbursement to Landlord required by this Lease, whether or
not treated as additional rent under this Lease, and such failure shall continue
for a period of ten (10) days after written notice that such payment was
not made when due, but if any such notice shall be given on two (2) occasions
during any twelve (12) month period, for the twelve (12) month period commencing
with the date of the first (1st) such notice, the failure to pay within ten (10)
days after due any additional sum of money becoming due to be paid to Landlord
under this Lease during such period shall be an Event of Default, without
notice.
  12
  18.1.2  Tenant
shall fail to comply with any term, provision or covenant of this Lease which is
not provided for in another Section of this Article and shall not cure such
failure within thirty (30) days (forthwith, if the failure involves a hazardous
condition) after written notice of such failure to Tenant provided, however,
that such failure shall not be an event of default if such failure could not
reasonably be cured during such thirty (30) day period, Tenant has commenced the
cure within such thirty (30) day period and thereafter is diligently pursuing
such cure to completion.
  18.1.3  Tenant
shall fail to vacate the Premises immediately upon termination of this Lease, by
lapse of time or otherwise, or upon termination of Tenant’s right to possession
only.
  18.1.4  Tenant
shall become insolvent, admit in writing its inability to pay its debts
generally as they become due, file a petition in bankruptcy or a petition to
take advantage of any insolvency statute, make an assignment for the benefit of
creditors, make a transfer in fraud of creditors, apply for or consent to the
appointment of a receiver of itself or of the whole or any substantial part of
its property, or file a petition or answer seeking reorganization or arrangement
under the federal bankruptcy laws, as now in effect or hereafter amended, or any
other applicable law or statute of the United States or any state
thereof.
  18.1.5  A court of
competent jurisdiction shall enter an order, judgment or decree adjudicating
Tenant bankrupt, or appointing a receiver of Tenant, or of the whole or any
substantial part of its property, without the consent of Tenant, or approving a
petition filed against Tenant seeking reorganization or arrangement of Tenant
under the bankruptcy laws of the United States, as now in effect or hereafter
amended, or any state thereof, and such order, judgment or decree shall not be
vacated or set aside or stayed within sixty (60) days from the date of entry
thereof.
  19.REMEDIES.
  19.1  Except as
otherwise provided in Article 20, upon the occurrence and continuance of any of
the Events of Default described or referred to in Article 18, Landlord shall
have the option to pursue any one or more of the following remedies without any
notice or demand whatsoever, concurrently or consecutively and not
alternatively:
  19.1.1  Landlord
may, at its election, terminate this Lease or terminate Tenant’s right to
possession only, without terminating the Lease.
  19.1.2  Upon any
termination of this Lease, whether by lapse of time or otherwise, or upon any
termination of Tenant’s right to possession without termination of the Lease,
Tenant shall surrender possession and vacate the Premises immediately, and
deliver possession thereof to Landlord, and Tenant hereby grants to Landlord
full and free license to enter into and upon the Premises in such event and to
repossess Landlord of the Premises as of Landlord’s former estate and to expel
or remove Tenant and any others who may be occupying or be within the Premises
and to remove Tenant’s signs and other evidence of tenancy and all other
property of Tenant therefrom without being deemed in any manner guilty of
trespass, eviction or forcible entry or detainer, and without incurring any
liability for any damage resulting therefrom, Tenant waiving any right to claim
damages for such re-entry and expulsion, and without relinquishing Landlord’s
right to rent or any other right given to Landlord under this Lease or by
operation of law.
  19.1.3  Upon any
termination of this Lease, whether by lapse of time or otherwise, Landlord shall
be entitled to recover as damages, all rent, including any amounts treated as
additional rent under this Lease, and other sums due and payable by Tenant on
the date of termination, plus as liquidated damages and not as a penalty, an
amount equal to the sum of:  (a) an amount equal to the then present
value of the rent reserved in this Lease for the residue of the stated Term of
this Lease including any amounts treated as additional rent under this Lease and
all other sums provided in this Lease to be paid by Tenant, minus the fair
rental value of the Premises for such residue; (b) the value of the time and
expense necessary to obtain a replacement tenant or tenants, and the estimated
expenses described in Section 19.1.4 relating to recovery of the Premises,
preparation for reletting and for reletting itself; and (c) the actual cost of
performing any other covenants which would have otherwise been performed by
Tenant.
  13
  19.1.4  Upon any
termination of Tenant’s right to possession only without termination of the
Lease:
  19.1.4.1  Neither
such termination of Tenant’s right to possession nor Landlord’s taking and
holding possession thereof as provided in Section 19.1.2 shall terminate the
Lease or release Tenant, in whole or in part, from any obligation, including
Tenant’s obligation to pay the rent, including any amounts treated as additional
rent, under this Lease for the full Term, and if Landlord so elects Tenant shall
continue to pay to Landlord the entire amount of the rent as and when it becomes
due, including any amounts treated as additional rent under this Lease, for the
remainder of the Term plus any other sums provided in this Lease to be paid by
Tenant for the remainder of the Term.
  19.1.4.2  Landlord
shall use commercially reasonable efforts to relet the Premises or portions
thereof to the extent required by applicable law.  Landlord and Tenant
agree that nevertheless Landlord shall at most be required to use only the same
efforts Landlord then uses to lease premises in the Building generally and that
in any case that Landlord shall not be required to give any preference or
priority to the showing or leasing of the Premises or portions thereof over any
other space that Landlord may be leasing or have available and may place a
suitable prospective tenant in any such other space regardless of when such
other space becomes available and that Landlord shall have the right to relet
the Premises for a greater or lesser term than that remaining under this Lease,
the right to relet only a portion of the Premises, or a portion of the Premises
or the entire Premises as a part of a larger area, and the right to change the
character or use of the Premises.  In connection with or in
preparation for any reletting, Landlord may, but shall not be required to, make
repairs, alterations and additions in or to the Premises and redecorate the same
to the extent Landlord deems necessary or desirable, and Tenant shall pay the
reasonable cost thereof, together with Landlord’s expenses of reletting,
including, without limitation, any commission incurred by Landlord, within
thirty (30) days of Landlord’s demand.  Landlord shall not be required
to observe any instruction given by Tenant about any reletting or accept any
tenant offered by Tenant unless such offered tenant has a credit-worthiness
reasonably acceptable to Landlord and leases the entire Premises upon terms and
conditions including a rate of rent (after giving effect to all expenditures by
Landlord for tenant improvements, broker’s commissions and other leasing costs)
all no less favorable to Landlord than as called for in this Lease, nor shall
Landlord be required to make or permit any assignment or sublease for more than
the current term or which Landlord would not be required to permit under the
provisions of Article 9.
  19.1.4.3  Until such
time as Landlord shall elect to terminate the Lease and shall thereupon be
entitled to recover the amounts specified in such case in Section 19.1.3, Tenant
shall pay to Landlord upon demand the full amount of all rent, including any
amounts treated as additional rent under this Lease and other sums reserved in
this Lease for the remaining Term, together with the costs of repairs,
alterations, additions, redecorating and Landlord’s expenses of reletting and
the collection of the rent accruing therefrom (including reasonable attorney’s
fees and broker’s commissions), as the same shall then be due or become due from
time to time, less only such consideration as Landlord may have received from
any reletting of the Premises; and Tenant agrees that Landlord may file suits
from time to time to recover any sums falling due under this Article 19 as they
become due.  Any proceeds of reletting by Landlord in excess of the
amount then owed by Tenant to Landlord from time to time shall be credited
against Tenant’s future obligations under this Lease but shall not otherwise be
refunded to Tenant or inure to Tenant’s benefit.
  19.2  Upon the
occurrence of an Event of Default, Landlord may (but shall not be obligated to)
cure such default at Tenant’s sole expense.  Without limiting the
generality of the foregoing, Landlord may, at Landlord’s option, enter into and
upon the Premises if Landlord determines in its sole discretion that Tenant is
not acting within a commercially reasonable time to maintain, repair or replace
anything for which Tenant is responsible under this Lease or to otherwise effect
compliance with its obligations under this Lease and correct the same, without
being deemed in any manner guilty of trespass, eviction or forcible entry and
detainer and without incurring any liability for any damage or interruption of
Tenant’s business resulting therefrom and Tenant agrees to reimburse Landlord
within thirty (30) days of Landlord’s demand as additional rent, for any
expenses which Landlord may incur in thus effecting compliance with Tenant’s
obligations under this Lease, plus interest from the date of expenditure by
Landlord at the Wall Street Journal prime rate.
  14
  19.3  Intentionally
deleted.
  19.4  If, on
account of any breach or default by Tenant in Tenant’s obligations under the
terms and conditions of this Lease, it shall become necessary or appropriate for
Landlord to employ or consult with an attorney or collection agency concerning
or to enforce or defend any of Landlord’s rights or remedies arising under this
Lease or to collect any sums due from Tenant, Tenant agrees to pay all
reasonable costs and fees so incurred by Landlord, including, without
limitation, reasonable attorneys’ fees and costs.  TENANT EXPRESSLY WAIVES ANY RIGHT TO:
(A) TRIAL BY JURY; AND (B) SERVICE OF ANY NOTICE REQUIRED BY ANY
PRESENT OR FUTURE LAW OR ORDINANCE APPLICABLE TO LANDLORDS OR TENANTS BUT NOT
REQUIRED BY THE TERMS OF THIS LEASE.
  19.5  Pursuit of
any of the foregoing remedies shall not preclude pursuit of any of the other
remedies provided in this Lease or any other remedies provided by law (all such
remedies being cumulative), nor shall pursuit of any remedy provided in this
Lease constitute a forfeiture or waiver of any rent due to Landlord under this
Lease or of any damages accruing to Landlord by reason of the violation of any
of the terms, provisions and covenants contained in this Lease.
  19.6  No act or
thing done by Landlord or its agents during the Term shall be deemed a
termination of this Lease or an acceptance of the surrender of the Premises, and
no agreement to terminate this Lease or accept a surrender of said Premises
shall be valid, unless in writing signed by Landlord.  No waiver by
Landlord of any violation or breach of any of the terms, provisions and
covenants contained in this Lease shall be deemed or construed to constitute a
waiver of any other violation or breach of any of the terms, provisions and
covenants contained in this Lease.  Landlord’s acceptance of the
payment of rental or other payments after the occurrence of an Event of Default
shall not be construed as a waiver of such Default, unless Landlord so notifies
Tenant in writing.  Forbearance by Landlord in enforcing one or more
of the remedies provided in this Lease upon an Event of Default shall not be
deemed or construed to constitute a waiver of such Default or of Landlord’s
right to enforce any such remedies with respect to such Default or any
subsequent Default.
  19.7  Intentionally
deleted.
  19.8  Any and
all property which may be removed from the Premises by Landlord pursuant to the
authority of this Lease or of law, to which Tenant is or may be entitled, may be
handled, removed and/or stored, as the case may be, by or at the direction of
Landlord but at the risk, cost and expense of Tenant, and Landlord shall in no
event be responsible for the value, preservation or safekeeping
thereof.  Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property
so long as the same shall be in Landlord’s possession or under Landlord’s
control.  Any such property of Tenant not retaken by Tenant from
storage within thirty (30) days after removal from the Premises shall, at
Landlord’s option, be deemed conveyed by Tenant to Landlord under this Lease as
by a bill of sale without further payment or credit by Landlord to
Tenant.
  20.TENANT’S
BANKRUPTCY OR INSOLVENCY.
  20.1  If at any
time and for so long as Tenant shall be subjected to the provisions of the
United States Bankruptcy Code or other law of the United States or any state
thereof for the protection of debtors as in effect at such time (each a
“Debtor’s Law”):
  20.1.1  Tenant,
Tenant as debtor-in-possession, and any trustee or receiver of Tenant’s assets
(each a “Tenant’s Representative”) shall have no greater right to assume or
assign this Lease or any interest in this Lease, or to sublease any of the
Premises than accorded to Tenant in Article 9, except to the extent Landlord
shall be required to permit such assumption, assignment or sublease by the
provisions of such Debtor’s Law.  Without limitation of the generality
of the foregoing, any right of any Tenant’s Representative to assume or assign
this Lease or to sublease any of the Premises shall be subject to the conditions
that:
  15
  20.1.1.1  Such
Debtor’s Law shall provide to Tenant’s Representative a right of assumption of
this Lease which Tenant’s Representative shall have timely exercised and
Tenant’s Representative shall have fully cured any default of Tenant under this
Lease.
  20.1.1.2  Tenant’s
Representative or the proposed assignee, as the case shall be, shall have
deposited with Landlord as security for the timely payment of rent an amount
equal to the larger of: (a) three (3) months’ rent and other monetary
charges accruing under this Lease; and (b) any sum specified in Article 4.1; and
shall have provided Landlord with adequate other assurance of the future
performance of the obligations of the Tenant under this
Lease.  Without limitation, such assurances shall include, at least,
in the case of assumption of this Lease, demonstration to the satisfaction of
the Landlord that Tenant’s Representative has and will continue to have
sufficient unencumbered assets after the payment of all secured obligations and
administrative expenses to assure Landlord that Tenant’s Representative will
have sufficient funds to fulfill the obligations of Tenant under this Lease;
and, in the case of assignment, submission of current financial statements of
the proposed assignee, audited by an independent certified public accountant
reasonably acceptable to Landlord and showing a net worth and working capital in
amounts determined by Landlord to be sufficient to assure the future performance
by such assignee of all of the Tenant’s obligations under this
Lease.
  20.1.1.3  The
assumption or any contemplated assignment of this Lease or subleasing any part
of the Premises, as shall be the case, will not breach any provision in any
other lease, mortgage, financing agreement or other agreement by which Landlord
is bound.
  20.1.1.4  Landlord
shall have, or would have had absent the Debtor’s Law, no right under Article 9
to refuse consent to the proposed assignment or sublease by reason of the
identity or nature of the proposed assignee or sublessee or the proposed use of
the Premises concerned.
  21. QUIET
ENJOYMENT.Landlord
represents and warrants that it has full right and authority to enter into this
Lease and that Tenant, while paying the rental and performing its other
covenants and agreements contained in this Lease, shall peaceably and quietly
have, hold and enjoy the Premises for the Term without hindrance or molestation
from Landlord subject to the terms and provisions of this
Lease.  Landlord shall not be liable for any interference or
disturbance by other tenants or third persons, nor shall Tenant be released from
any of the obligations of this Lease because of such interference or
disturbance.  Landlord agrees to use commercially reasonable efforts
to enforce the provisions of the leases of the other tenants of the building
prohibiting such interference or disturbance.
  22.CASUALTY
  22.1  In the
event the Premises or the Building are damaged by fire or other cause and in
Landlord’s reasonable estimation such damage can be materially restored within
one hundred eighty (180) days, Landlord shall forthwith repair the same and this
Lease shall remain in full force and effect, except that Tenant shall be
entitled to a proportionate abatement in rent from the date of such
damage.  Such abatement of rent shall be made pro rata in accordance
with the extent to which the damage and the making of such repairs shall
interfere with the use and occupancy by Tenant of the Premises from time to
time.  Within forty-five (45) days from the date of such damage,
Landlord shall notify Tenant, in writing, of Landlord’s reasonable estimation of
the length of time within which material restoration can be made, and Landlord’s
determination shall be binding on Tenant.  For purposes of this Lease,
the Building or Premises shall be deemed “materially restored” if they are in
such condition as would not prevent or materially interfere with Tenant’s use of
the Premises for the purpose for which it was being used immediately before such
damage.
  22.2  If such
repairs cannot, in Landlord’s reasonable estimation, be made within one hundred
eighty (180) days, Landlord and Tenant shall each have the option of giving the
other, at any time within ninety (90) days after such damage, notice terminating
this Lease as of the date of such damage.  In the event of the giving
of such notice, this Lease shall expire and all interest of the Tenant in the
Premises shall terminate as of the date of such damage as if such date had been
originally fixed in this Lease for the expiration of the Term.  In the
event that neither Landlord nor Tenant exercises its option to terminate this
Lease, then Landlord shall repair or restore such damage, this Lease continuing
in full force and effect, and the rent hereunder shall be proportionately abated
as provided in Section 22.1.
  16
  22.3  Landlord
shall not be required to repair or replace any damage or loss by or from fire or
other cause to any panelings, decorations, partitions, additions, railings,
ceilings, floor coverings, office fixtures or any other property or improvements
installed on the Premises by, or belonging to, Tenant.  Any insurance
which may be carried by Landlord or Tenant against loss or damage to the
Building or Premises shall be for the sole benefit of the party carrying such
insurance and under its sole control.
  22.4  In the
event that Landlord should fail to complete such repairs and material
restoration within sixty (60) days after the date estimated by Landlord therefor
as extended by this Section 22.4, Tenant may at its option and as its sole
remedy terminate this Lease by delivering written notice to Landlord, within
fifteen (15) days after the expiration of said period of time, whereupon the
Lease shall end on the date of such notice or such later date fixed in such
notice as if the date of such notice was the date originally fixed in this Lease
for the expiration of the Term; provided, however, that if construction is
delayed because of changes, deletions or additions in construction requested by
Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor
shortages, government regulation or control or other causes beyond the
reasonable control of Landlord, the period for restoration, repair or rebuilding
shall be extended for the amount of time Landlord is so delayed.
  22.5  Notwithstanding
anything to the contrary contained in this Article:  (a) Landlord
shall not have any obligation whatsoever to repair, reconstruct, or restore the
Premises when the damages resulting from any casualty covered by the provisions
of this Article 22 occur during the last twelve (12) months of the Term or any
extension thereof, but if Landlord determines not to repair such damages
Landlord shall notify Tenant and if such damages shall render any material
portion of the Premises untenantable Tenant shall have the right to terminate
this Lease by notice to Landlord within fifteen (15) days after receipt of
Landlord’s notice; and (b) in the event the holder of any indebtedness secured
by a mortgage or deed of trust covering the Premises or Building requires that
any insurance proceeds be applied to such indebtedness, then Landlord shall have
the right to terminate this Lease by delivering written notice of termination to
Tenant within fifteen (15) days after such requirement is made by any such
holder, whereupon this Lease shall end on the date of such damage as if the date
of such damage were the date originally fixed in this Lease for the expiration
of the Term.
  22.6  In the
event of any damage or destruction to the Building or Premises by any peril
covered by the provisions of this Article 22, it shall be Tenant’s
responsibility to properly secure the Premises and upon notice from Landlord to
remove forthwith, at its sole cost and expense, such portion of all of the
property belonging to Tenant or its licensees from such portion or all of the
Building or Premises as Landlord shall request.
  23. EMINENT
DOMAIN.  Ifall or any substantial part of the Premises shall be taken or appropriated
by any public or quasi-public authority under the power of eminent domain, or
conveyance in lieu of such appropriation, either party to this Lease shall have
the right, at its option, of giving the other, at any time within thirty (30)
days after such taking, notice terminating this Lease, except that Tenant may
only terminate this Lease by reason of taking or appropriation, if such taking
or appropriation shall be so substantial as to materially interfere with
Tenant’s use and occupancy of the Premises.  If neither party to this
Lease shall so elect to terminate this Lease, the rental thereafter to be paid
shall be adjusted on a fair and equitable basis under the
circumstances.  In addition to the rights of Landlord above, if any
substantial part of the Building shall be taken or appropriated by any public or
quasi-public authority under the power of eminent domain or conveyance in lieu
thereof, and regardless of whether the Premises or any part thereof are so taken
or appropriated, Landlord shall have the right, at its sole option, to terminate
this Lease.  Landlord shall be entitled to any and all income, rent,
award, or any interest whatsoever in or upon any such sum, which may be paid or
made in connection with any such public or quasi-public use or purpose, and
Tenant hereby assigns to Landlord any interest it may have in or claim to all or
any part of such sums, other than any separate award which may be made with
respect to Tenant’s trade fixtures and moving expenses; Tenant shall make no
claim for the value of any unexpired Term.
  24. SALE
BY LANDLORD. In
event of a sale or conveyance by Landlord of the Building, the same shall
operate to release Landlord from any future liability upon any of the covenants
or conditions, expressed or implied, contained in this Lease in favor of Tenant,
and in such event Tenant agrees to look solely to the responsibility of the
successor in interest of Landlord in and to this Lease.  Except as set
forth in this Article 24, this Lease shall not be affected by any such sale and
Tenant agrees to attorn to the purchaser or assignee.  If any security
has been given by Tenant to secure the faithful performance of any of the
covenants of this Lease, Landlord shall transfer or deliver said security, as
such, to Landlord’s successor in interest and thereupon Landlord shall be
discharged from any further liability with regard to said security.
  17
  25. ESTOPPEL
CERTIFICATES. Within
ten (10) days following any written request which Landlord may make from time to
time, Tenant shall execute and deliver to Landlord or mortgagee or prospective
mortgagee a sworn statement certifying:  (a) the date of commencement
of this Lease; (b) the fact that this Lease is unmodified and in full force and
effect (or, if there have been modifications to this Lease, that this lease is
in full force and effect, as modified, and stating the date and nature of such
modifications); (c) the date to which the rent and other sums payable under this
Lease have been paid; (d) the fact that there are no current defaults under this
Lease by either Landlord or Tenant except as specified in Tenant’s statement;
and (e) such other matters as may be reasonably requested by
Landlord.  Landlord and Tenant intend that any statement delivered
pursuant to this Article 25 may be relied upon by any mortgagee, beneficiary or
purchaser, and Tenant shall be liable for all loss, cost or expense resulting
from the failure of any sale or funding of any loan caused by any material
misstatement contained in such estoppel certificate.
  26.SURRENDER
OF PREMISES.
  26.1  Tenant
shall arrange to meet Landlord for two (2) joint inspections of the Premises,
the first to occur at least thirty (30) days (but no more than sixty (60) days)
before the last day of the Term, and the second to occur not later than
forty-eight (48) hours after Tenant has vacated the Premises.  In the
event of Tenant’s failure to arrange such joint inspections and/or participate
in either such inspection, Landlord’s inspection at or after Tenant’s vacating
the Premises shall be conclusively deemed correct for purposes of determining
Tenant’s responsibility for repairs and restoration.
  26.2  All
alterations, additions, and improvements in, on, or to the Premises made or
installed by or for Tenant, including, without limitation, carpeting
(collectively, “Alterations”), shall be and remain the property of Tenant during
the Term.  Upon the expiration or sooner termination of the Term, all
Alterations shall become a part of the realty and shall belong to Landlord
without compensation, and title shall pass to Landlord under this Lease as by a
bill of sale.  At the end of the Term or any renewal of the Term or
other sooner termination of this Lease, Tenant will peaceably deliver up to
Landlord possession of the Premises, together with all Alterations by whomsoever
made, in the same conditions received or first installed, broom clean and free
of all debris, excepting only ordinary wear and tear and damage by fire or other
casualty.  Notwithstanding the foregoing, if Landlord elects by notice
given to Tenant at the time Landlord gives its approval prior to the
construction or installation of said Alterations, Tenant shall, at Tenant’s sole
cost, remove said Alterations, so designated by Landlord’s notice at the time of
Landlord’s approval of said Alterations, and repair any damage caused by such
removal.  Tenant must, at Tenant’s sole cost, remove upon termination
of this Lease, any and all of Tenant’s furniture, furnishings, equipment,
movable partitions of less than full height from floor to ceiling and other
trade fixtures and personal property, as well as all data/telecommunications
cabling and wiring installed by or on behalf of Tenant, whether inside walls,
under any raised floor or above any ceiling (collectively,
“Personalty”).  Personalty not so removed shall be deemed abandoned by
the Tenant and title to the same shall thereupon pass to Landlord under this
Lease as by a bill of sale, but Tenant shall remain responsible for the cost of
removal and disposal of such Personalty, as well as any damage caused by such
removal.  In lieu of requiring Tenant to remove Alterations and
Personalty and repair the Premises as aforesaid, Landlord may, by written notice
to Tenant delivered at least thirty (30) days before the Termination Date,
require Tenant to pay to Landlord, as additional rent hereunder, the cost of
such removal and repair in an amount reasonably estimated by
Landlord.
  26.3  All
obligations of Tenant under this Lease not fully performed as of the expiration
or earlier termination of the Term shall survive the expiration or earlier
termination of the Term  Upon the expiration or earlier termination of
the Term, Tenant shall pay to Landlord the amount, as estimated by Landlord,
necessary to repair and restore the Premises as provided in this Lease and/or to
discharge Tenant’s obligation for unpaid amounts due or to become due to
Landlord.  All such amounts shall be used and held by Landlord for
payment of such obligations of Tenant, with Tenant being liable for any
additional costs upon demand by Landlord, or with any excess to be returned to
Tenant after all such obligations have been determined and satisfied, but in no
event later than sixty (60) days after the end of the Term.  Any
otherwise unused Security Deposit shall be credited against the amount payable
by Tenant under this Lease.
  18
  27. NOTICES. Any
notice or document required or permitted to be delivered under this Lease shall
be addressed to the intended recipient, by fully prepaid registered or certified
United States Mail return receipt requested, or by reputable independent
contract delivery service furnishing a written record of attempted or actual
delivery, and shall be deemed to be delivered when tendered for delivery to the
addressee at its address set forth on the Reference Pages, or at such other
address as it has then last specified by written notice delivered in accordance
with this Article 27, or if to Tenant, the address set forth in the Reference
Pages of this Lease and, if to Tenant with a copy to Jonathan M. Sachs, Esq.,
Adler, Pollock & Sheehan, P.C., 175 Federal Street, 10th Floor,
Boston, Massachusetts 02110.  Any such notice or document may also be
personally delivered if a receipt is signed by and received from, the
individual, if any, named in Tenant’s Notice Address.
  28. TAXES
PAYABLE BY TENANT.In
addition to rent and other charges to be paid by Tenant under this Lease, Tenant
shall reimburse to Landlord, upon demand, any and all taxes payable by Landlord
(other than net income taxes) whether or not now customary or within the
contemplation of the parties to this Lease:  (a) upon, allocable to,
or measured by or on the gross or net rent payable under this Lease, including
without limitation any gross income tax or excise tax levied by the State, any
political subdivision thereof, or the Federal Government with respect to the
receipt of such rent; (b) upon or with respect to the possession, leasing,
operation, management, maintenance, alteration, repair, use or occupancy of the
Premises or any portion thereof, including any sales, use or service tax imposed
as a result thereof; (c) upon or measured by the Tenant’s gross receipts or
payroll or the value of Tenant’s equipment, furniture, fixtures and other
personal property of Tenant or leasehold improvements, alterations or additions
located in the Premises; or (d) upon this transaction or any document to which
Tenant is a party creating or transferring any interest of Tenant in this Lease
or the Premises.  In addition to the foregoing, Tenant agrees to pay,
before delinquency, any and all taxes levied or assessed against Tenant and
which become payable during the term hereof upon Tenant’s equipment, furniture,
fixtures and other personal property of Tenant located in the
Premises.
  29.INTENTIONALLY
DELETED.
  30. DEFINED
TERMS AND HEADINGS.The Article headings shown in this Lease are for
convenience of reference and shall in no way define, increase, limit or describe
the scope or intent of any provision of this Lease.  Any
indemnification or insurance of Landlord shall apply to and inure to the benefit
of all the following “Landlord Entities”, being Landlord, Landlord’s investment
manager, and the trustees, boards of directors, officers, general partners,
beneficiaries, stockholders, employees and agents of each of
them.  Any option granted to Landlord shall also include or be
exercisable by Landlord’s trustee, beneficiary, agents and employees, as the
case may be.  In any case where this Lease is signed by more than one
person, the obligations under this Lease shall be joint and
several.  The terms “Tenant” and “Landlord” or any pronoun used in
place thereof shall indicate and include the masculine or feminine, the singular
or plural number, individuals, firms or corporations, and their and each of
their respective successors, executors, administrators and permitted assigns,
according to the context hereof.  The term “rentable area” shall mean
the rentable area of the Premises or the Building as calculated by the Landlord
on the basis of the plans and specifications of the Building including a
proportionate share of any common areas.  Tenant hereby accepts and
agrees to be bound by the figures for the rentable space footage of the Premises
and Tenant’s Proportionate Share shown on the Reference Pages; however, Landlord
may adjust either or both figures if there is manifest error, addition or
subtraction to the Building or any business park or complex of which the
Building is a part, remeasurement or other circumstance reasonably justifying
adjustment.  The term “Building” refers to the structure in which the
Premises are located and the common areas (parking lots, sidewalks, landscaping,
etc.) appurtenant thereto.  If the Building is part of a larger
complex of structures, the term “Building” may include the entire complex, where
appropriate (such as shared Expenses, Insurance Costs or Taxes) and subject to
Landlord’s reasonable discretion.
  31. TENANT’S
AUTHORITY.  If
Tenant signs as a corporation, partnership, trust or other legal entity each of
the persons executing this Lease on behalf of Tenant represents and warrants
that Tenant has been and is qualified to do business in the state in which the
Building is located, that the entity  has full right and authority to
enter into this Lease, and that all persons signing on behalf of the
entity  were authorized to do so by appropriate actions. Tenant agrees
to deliver to Landlord, simultaneously with the delivery of this Lease, a
corporate resolution, proof of due authorization by partners, opinion of counsel
or other appropriate documentation reasonably acceptable to Landlord evidencing
the due authorization of Tenant to enter into this Lease.
  19
  Tenant
hereby represents and warrants that neither Tenant, nor any persons or entities
holding any legal or beneficial interest whatsoever in Tenant, are (i) the
target of any sanctions program that is established by Executive Order of the
President or published by the Office of Foreign Assets Control, U.S. Department
of the Treasury (“OFAC”); (ii) designated by the President or OFAC pursuant to
the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56,
Executive Order 13224 (September 23, 2001) or any Executive Order of the
President issued pursuant to such statutes; or (iii) named on the following list
that is published by OFAC:  “List of Specially Designated Nationals
and Blocked Persons.”  If the foregoing representation is untrue at
any time during the Term, an Event of Default will be deemed to have occurred,
without the necessity of notice to Tenant.
  32. FINANCIAL
STATEMENTS AND CREDIT REPORTS. At Landlord’s request and
if not then a publicly traded company, not more than once per calendar year,
Tenant shall deliver to Landlord a copy, certified by an officer of Tenant as
being a true and correct copy, of Tenant’s most recent audited financial
statement, or, if unaudited, certified by Tenant’s chief financial officer as
being true, complete and correct in all material respects.  Tenant
hereby authorizes Landlord to obtain one or more credit reports on Tenant at any
time, and shall execute such further authorizations as Landlord may reasonably
require in order to obtain a credit report.
  33. COMMISSIONS. Each
of the parties represents and warrants to the other that it has not dealt with
any broker or finder in connection with this Lease, except as described on the
Reference Pages.
  34. TIME
AND APPLICABLE LAW.Time is
of the essence of this Lease and all of its provisions.  This Lease
shall in all respects be governed by the laws of the state in which the Building
is located.
  35. SUCCESSORS
AND ASSIGNS.  Subject
to the provisions of Article 9, the terms, covenants and conditions contained in
this Lease shall be binding upon and inure to the benefit of the heirs,
successors, executors, administrators and assigns of the parties to this
Lease.
  36. ENTIRE
AGREEMENT.This Lease, together with its exhibits, contains all
agreements of the parties to this Lease and supersedes any previous
negotiations.  There have been no representations made by the Landlord
or any of its representatives or understandings made between the parties other
than those set forth in this Lease and its exhibits.  This Lease may
not be modified except by a written instrument duly executed by the parties to
this Lease.
  37. EXAMINATION
NOT OPTION.Submission
of this Lease shall not be deemed to be a reservation of the
Premises.  Landlord shall not be bound by this Lease until it has
received a copy of this Lease duly executed by Tenant and has delivered to
Tenant a copy of this Lease duly executed by Landlord, and until such delivery
Landlord reserves the right to exhibit and lease the Premises to other
prospective tenants.  Notwithstanding anything contained in this Lease
to the contrary, Landlord may withhold delivery of possession of the Premises
from Tenant until such time as Tenant has paid to Landlord any security deposit
required by Article 4.1, the first month’s rent as set forth in Article 3 and
any sum owed pursuant to this Lease.
  38. RECORDATION. Neither
party shall record or register this Lease or a short form memorandum
thereof.
  39.PARKING.
  39.1  During the
initial Term of this Lease, Tenant agrees to lease from Landlord and Landlord
agrees to lease to Tenant, the number and type of parking passes as set forth on
the Reference Page of this Lease.  Tenant shall have the right to
lease from Landlord up to five (5) additional spaces in the Building’s parking
garage at the then current market rates on an as-available, tenant-at-will
basis.  This right to park in the Building’s parking facilities (the
“Parking Facility”) shall be on an unreserved, nonexclusive, first come, first
served basis, for passenger-size automobiles and is subject to the following
terms and conditions:
  39.1.1  Tenant
shall pay to Landlord, or Landlord’s designated parking operator, the Building’s
prevailing monthly parking charges, without deduction or offset, on the first
day of each month during the Term of this Lease.  The initial charges
are specified on the Reference Page.  Landlord will notify Tenant upon
not less than thirty (30) days’ notice of any increases in the monthly parking
charges prior to billing Tenant any increases.  No deductions from the
monthly charge shall be made for days on which the Parking Facility is not used
by Tenant.
  20
  39.1.2  Tenant
shall at all times abide by and shall cause each of Tenant’s employees, agents,
customers, visitors, invitees, licensees, contractors, assignees and subtenants
(collectively, “Tenant’s Parties”) to abide by any rules and regulations
(“Rules”) for use of the Parking Facility that Landlord or Landlord’s garage
operator reasonably establishes from time to time, and otherwise agrees to use
the Parking Facility in a safe and lawful manner.  Landlord reserves
the right to adopt, modify and enforce the Rules governing the use of the
Parking Facility from time to time including any key-card, sticker or other
identification or entrance system and hours of operation.  Landlord
may refuse to permit any person who violates such Rules to park in the Parking
Facility, and any violation of the Rules shall subject the car to removal from
the Parking Facility.
  39.1.3  Unless
specified to the contrary above, the parking spaces hereunder shall be provided
on a non-designated "first-come, first-served" basis.  Landlord
reserves the right to assign specific spaces, and to reserve spaces for
visitors, small cars, disabled persons or for other tenants or guests, and
Tenant shall not park and shall not allow Tenant’s Parties to park in any such
assigned or reserved spaces.  Tenant may validate visitor parking by
such method as Landlord may approve, at the validation rate from time to time
generally applicable to visitor parking.  Tenant acknowledges that the
Parking Facility may be closed entirely or in part in order to make repairs or
perform maintenance services, or to alter, modify, re-stripe or renovate the
Parking Facility, or if required by casualty, strike, condemnation, act of God,
governmental law or requirement or other reason beyond the operator’s reasonable
control.
  39.1.4  Tenant
acknowledges that to the fullest extent permitted by law, Landlord shall have no
liability for any damage to property or other items located in the parking areas
of the Project (including without limitation, any loss or damage to tenant's
automobile or the contents thereof due to theft, vandalism or accident), nor for
any personal injuries or death arising out of the use of the Parking Facility by
Tenant or any Tenant’s Parties, whether or not such loss or damage results from
Landlord's active negligence or negligent omission.  The limitation on
Landlord's liability under the preceding sentence shall not apply however to
loss or damage arising directly from Landlord's willful
misconduct.  Without limiting the foregoing, if Landlord arranges for
the parking areas to be operated by an independent contractor not affiliated
with Landlord, Tenant acknowledges that Landlord shall have no liability for
claims arising through acts or omissions of such independent
contractor.  Tenant and Tenant’s Parties each hereby voluntarily
releases, discharges, waives and relinquishes any and all actions or causes of
action for personal injury or property damage occurring to Tenant or any of
Tenant’s Parties arising as a result of parking in the Parking Facility, or any
activities incidental thereto, wherever or however the same may occur, and
further agrees that Tenant will not prosecute any claim for personal injury or
property damage against Landlord or any of its officers, agents, servants or
employees for any said causes of action and in all events, Tenant agrees to look
first to its insurance carrier and to require that Tenant's Parties look first
to their respective insurance carriers for payment of any losses sustained in
connection with any use of the Parking Facility.  Tenant hereby waives
on behalf of its insurance carriers all rights of subrogation against Landlord
or Landlord's agents.
  39.1.5  Tenant’s
right to park as described in this Article and this Lease is exclusive to Tenant
and shall not pass to any assignee or sublessee without the express written
consent of Landlord, which consent shall not be unreasonably withheld, delayed
or conditioned.
  39.1.6  In the
event any surcharge or regulatory fee is at any time imposed by any governmental
authority with reference to parking, Tenant shall (commencing after two (2)
weeks’ notice to Tenant) pay, per parking pass, such surcharge or regulatory fee
to Landlord in advance on the first day of each calendar month concurrently with
the month installment of rent due under this Lease.  Landlord will
enforce any surcharge or fee in an equitable manner amongst the Building
tenants.
  39.2  If Tenant
violates any of the terms and conditions of this Article, the operator of the
Parking Facility shall have the right to remove from the Parking Facility any
vehicles hereunder which shall have been involved or shall have been owned or
driven by parties involved in causing such violation, without liability
therefore whatsoever.  In addition, Landlord shall have the right to
cancel Tenant’s right to use the Parking Facility pursuant to this Article upon
thirty (30) days' written notice, unless within such thirty (30) day period,
Tenant cures such default.  Such cancellation right shall be
cumulative and in addition to any other rights or remedies available to Landlord
at law or equity, or provided under this Lease.
  21
  40. RENEWAL
OPTION. Tenant shall, provided the Lease is
in full force and effect and there is no uncured Event of Default under any of
the other terms and conditions of the Lease at the time of notification or
commencement, have one (1) successive option to renew this Lease for a term of
three (3) years each, for the portion of the Premises being leased by Tenant as
of the date the renewal term is to commence, on the same terms and conditions
set forth in the Lease, except as modified by the terms, covenants and
conditions as set forth below:
  40.1  If Tenant
elects to exercise said option, then Tenant shall provide Landlord with written
notice no earlier than the date which is twelve (12) months prior to the
expiration of the then current term of the Lease but no later than the date
which is nine (9) months prior to the expiration of the then current term of
this Lease.  If Tenant fails to provide such notice, Tenant shall have
no further or additional right to extend or renew the term of the
Lease.
  40.2  The Annual
Rent and Monthly Installment in effect at the expiration of the then current
term of the Lease shall be adjusted to reflect 95% of the current fair market
rental for comparable space in the Building and in other similar buildings in
the same rental market as of the date the renewal term is to commence, taking
into account the specific provisions of the Lease which will remain
constant.  Landlord shall advise Tenant of the new Annual Rent and
Monthly Installment for the Premises no later than thirty (30) days after
receipt of Tenant’s written request therefor.  Said request shall be
made no earlier than thirty (30) days prior to the first date on which Tenant
may exercise its option under this Paragraph.  Said notification of
the new Annual Rent may include a provision for its escalation to provide for a
change in fair market rental between the time of notification and the
commencement of the renewal term. If Tenant and Landlord are unable to agree on
a mutually acceptable rental rate not later than sixty (60) days prior to the
expiration of the then current term, then  Landlord and Tenant shall
each appoint a qualified MAI appraiser doing business in the area, in turn those
two independent MAI appraisers shall appoint a third MAI appraiser and the
majority shall decide upon the fair market rental for the Premises as of the
expiration of the then current term.  Landlord and Tenant shall
equally share in the expense of this appraisal.
  40.3  This
option is not transferable, except to an Affiliate; the parties hereto
acknowledge and agree that they intend that the aforesaid option to renew this
Lease shall be “personal” to Tenant as set forth above and that in no event will
any assignee or sublessee, except an Affiliate, have any rights to exercise the
aforesaid option to renew.
  41. LIMITATION
OF LANDLORD’S LIABILITY. Redress
for any claim against Landlord under this Lease shall be limited to and
enforceable only against and to the extent of Landlord’s interest in the
Building.  The obligations of Landlord under this Lease are not
intended to be and shall not be personally binding on, nor shall any resort be
had to the private properties of, any of its or its investment manager’s
trustees, directors, officers, partners, beneficiaries, members, stockholders,
employees, or agents, and in no case shall Landlord be liable to Tenant
hereunder for any lost profits, damage to business, or any form of special,
indirect or consequential damages.
  22
 
 LANDLORD:
                              TENANT:RREEF AMERICA REIT II CORP.
      PPP, a Maryland corporation
                              ORE PHARMACEUTICALS
      INC., a Delaware corporationBy:RREEF
      Management Company, a Delaware corporation, Authorized
    AgentBy:/s/ Robert
      Seaman
                              By:/s/ Mark J.
      GabrielsonName:                 Robert
      Seaman
                              Name:          Mark J. GabrielsonTitle:                 Vice
      President - District Manager
                              Title:           CEODated: June
      9, 2009
                              Dated:
      June 4, 2009
 23
  EXHIBIT A – FLOOR PLAN DEPICTING THE PREMISES
  attached
to and made a part of Lease bearing the
 Lease
Reference Date of May 14, 2009 between
 RREEF
AMERICA REIT II CORP. PPP, as Landlord and
 ORE
PHARMACEUTICALS INC., as Tenant
  Riverfront
Office Park, One Main Street, Cambridge, Massachusetts 02142
  Exhibits A
and A-1 are intended only to show the general layout of the Premises and the
Building as of the beginning of the Term of this Lease.  They does not
in any way supersede any of Landlord’s rights set forth in Article 17 with
respect to arrangements and/or locations of public parts of the Building and
changes in such arrangements and/or locations.  They are not to be
scaled; any measurements or distances shown should be taken as
approximate.
  (See
hatched area on plan attached to Exhibit B)
  Initials
 
  EXHIBIT A-1 – SITE PLAN
  attached
to and made a part of Lease bearing the
 Lease
Reference Date of May 14, 2009 between
 RREEF
AMERICA REIT II CORP. PPP, as Landlord and
 ORE
PHARMACEUTICALS INC., as Tenant
  Riverfront
Office Park, One Main Street, Cambridge, Massachusetts 02142


Initials
 
  EXHIBIT A-2 – LEGAL DESCRIPTION OF THE LOT
  attached
to and made a part of Lease bearing the
 Lease
Reference Date of May 14, 2009 between
 RREEF
AMERICA REIT II CORP. PPP, as Landlord and
 ORE
PHARMACEUTICALS INC., as Tenant
  Riverfront
Office Park, One Main Street, Cambridge, Massachusetts 02142
  A certain
parcel of land in the City of Cambridge, Middlesex County, Massachusetts,
bounded and described as follows:
  SOUTHWESTERLY
                at
      the intersection of Main Street and First Street, by four lines measuring
      44.72 feet, 129.49 feet, 24.15 feet, and 41. I6 feet,
      respectively;SOUTHERLY
                by
      Main Street by a line measuring 404.86 feet;WESTERLY
                by
      Lot 1, by a line measuring 154.28 feet; andNORTHERLY
                by
      the Broad Canal, 594.60 feet.
 
 Said
parcel is shown as Lot 2 on a "Subdivision Plan of Land in Cambridge, Mass.
(Middlesex County)", dated April 24, 1981, and revised September 4, 1981, drawn
by Boston Survey Consultants, and prepared for Darvel Realty Trust, recorded
with Middlesex Southern District Registry of Deeds in Book 14412, Page
199.
 Initials
 
  EXHIBIT B – INITIAL ALTERATIONS
  attached
to and made a part of Lease bearing the
 Lease
Reference Date of May 14, 2009 between
 RREEF
AMERICA REIT II CORP. PPP, as Landlord and
 ORE
PHARMACEUTICALS INC., as Tenant
  Riverfront
Office Park, One Main Street, Cambridge, Massachusetts 02142
  Landlord
will deliver the Premises to Tenant in accordance with the attached plan and
improvements as listed below. Landlord shall have no obligation to perform or
construct any other improvements or alterations, nor to provide any allowance or
reimbursement, other than as provided in this Lease, for any alterations or
improvements.
  Landlord
shall provide the following improvements utilizing Building standard materials
and finishes:
  1.
              Paint
      and install new carpet throughout the Premises with materials and finishes
      chosen by Tenant from Landlord’s Building standard
    selection.
  2.
              Install
      a glass wall in the existing conference room facing the reception
      area.
  3.
              Install
      a sink and dishwasher in the existing dry kitchenette
  area.
  (see
hatched area on attached plan)
  Initials
 B-1
  
  Initials
 B-2
   EXHIBIT C – COMMENCEMENT DATE MEMORANDUM
  attached
to and made a part of Lease bearing the
 Lease
Reference Date of May 14, 2009 between
 RREEF
AMERICA REIT II CORP. PPP, as Landlord and
 ORE
PHARMACEUTICALS INC., as Tenant
  Riverfront
Office Park, One Main Street, Cambridge, Massachusetts 02142
  COMMENCEMENT
DATE MEMORANDUM
  THIS
MEMORANDUM, made as of __________, 2009, by and between RREEF AMERICA REIT II CORP.
PPP, a Maryland corporation (“Landlord”) and ORE PHARMACEUTICALS INC., a
Delaware corporation (“Tenant”).
  Recitals:
  A.
                Landlord
      and Tenant are parties to that certain Lease, dated for reference May 14,
      2009 (the “Lease”) for certain premises (the “Premises”) consisting of
      approximately 4,077 square feet at the building commonly known as One Main
      Street, Cambridge, Massachusetts.
  B.
                Tenant
      is in possession of the Premises and the Term of the Lease has
      commenced.
  C.
                Landlord
      and Tenant desire to enter into this Memorandum confirming the
      Commencement Date, the Termination Date and other matters under the
      Lease.
  NOW,
THEREFORE, Landlord and Tenant agree as follows:
  1.  The actual
Commencement Date is ________________.
  2.  The actual
Termination Date is ____________________.
  3.  The
schedule of the Annual Rent and the Monthly Installment of Rent set forth on the
Reference Pages is deleted in its entirety, and the following is substituted
therefor:
  [insert
rent schedule]
  4.  Capitalized
terms not defined herein shall have the same meaning as set forth in the
Lease.
  Initials
 C-1
  IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date and year first above written.
  LANDLORD:
                            TENANT:RREEF AMERICA REIT II CORP.
      PPP, a Maryland corporation
                            ORE PHARMACEUTICALS
      INC., a Delaware corporationBy:RREEF
      Management Company, a Delaware corporation, Authorized
    AgentBy:  SAMPLE – DO NOT
      EXECUTE
                            By:  SAMPLE – DO NOT
      EXECUTEName:                 Robert
      Seaman
                            Name:Title:                 Vice
      President - District Manager
                            Title:Dated: ,
      2009
                            Dated: ,
      2009
  Initials
 C-2
 
 EXHIBIT D – RULES AND REGULATIONS
  attached
to and made a part of Lease bearing the
 Lease
Reference Date of May 14, 2009 between
 RREEF
AMERICA REIT II CORP. PPP, as Landlord and
 ORE
PHARMACEUTICALS INC., as Tenant
  Riverfront
Office Park, One Main Street, Cambridge, Massachusetts 02142
  1.  No sign,
placard, picture, advertisement, name or notice shall be installed or displayed
on any part of the outside or inside of the Building without the prior written
consent of the Landlord.  Landlord shall have the right to remove, at
Tenant’s expense and without notice, any sign installed or displayed in
violation of this rule.  All approved signs or lettering on doors and
walls shall be printed, painted, affixed or inscribed at Tenant’s expense by a
vendor designated or approved by Landlord.  In addition, Landlord
reserves the right to change from time to time the format of the signs or
lettering and to require previously approved signs or lettering to be
appropriately altered.  Landlord shall provide Tenant with Building
standard directory signage on the lobby and third floor with the initial cost
thereof borne by Landlord.
  2.  If
Landlord objects in writing to any curtains, blinds, shades or screens attached
to or hung in or used in connection with any window or door of the Premises,
Tenant shall immediately discontinue such use.  No awning shall be
permitted on any part of the Premises.  Tenant shall not place
anything or allow anything to be placed against or near any glass partitions or
doors or windows which may appear unsightly, in the opinion of Landlord, from
outside the Premises.
  3.  Tenant
shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators,
or stairways of the Building. No tenant and no employee or invitee of any tenant
shall go upon the roof of the Building.
  4.  Any
directory of the Building, if provided, will be exclusively for the display of
the name and location of tenants only and Landlord reserves the right to exclude
any other names. Except for the initial listing, Landlord reserves the right to
charge for changes to Tenant’s directory listing at Landlord’s actual
cost.
  5.  All
cleaning and janitorial services for the Building and the Premises shall be
provided exclusively through Landlord.  Tenant shall not cause any
unnecessary labor by carelessness or indifference to the good order and
cleanliness of the Premises.  Landlord shall not in any way be
responsible to any Tenant for any loss of property on the Premises, however
occurring, or for any damage to any Tenant’s property by the janitor or any
other employee or any other person.
  6.  The toilet
rooms, toilets, urinals, wash bowls and other apparatus shall not be used for
any purpose other than that for which they were constructed.  No
foreign substance of any kind whatsoever shall be thrown into any of them, and
the expense of any breakage, stoppage or damage resulting from the violation of
this rule shall be borne by the Tenant who, or whose employees or invitees,
shall have caused it.
  7.  Tenant
shall store all its trash and garbage within its Premises.  Tenant
shall not place in any trash box or receptacle any material which cannot be
disposed of in the ordinary and customary manner of trash and garbage
disposal.  All garbage and refuse disposal shall be made in accordance
with directions issued from time to time by Landlord. Tenant will comply with
any and all recycling procedures designated by Landlord.
  8.  Landlord
will furnish Tenant two (2) keys free of charge to each door in the Premises
that has a passage way lock.  Landlord may charge Tenant a reasonable
amount for any additional keys, and Tenant shall not make or have made
additional keys on its own. Tenant shall not alter any lock or install a new or
additional lock or bolt on any door of its Premises.  Tenant, upon the
termination of its tenancy, shall deliver to Landlord the keys of all doors
which have been furnished to Tenant, and in the event of loss of any keys so
furnished, shall pay Landlord therefor.
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  9.  If Tenant
requires telephone, data, burglar alarm or similar service, the cost of
purchasing, installing and maintaining such service shall be borne solely by
Tenant.  No boring or cutting for wires will be allowed without the
prior written consent of Landlord.
  10.  No
equipment, materials, furniture, packages, bulk supplies, merchandise or other
property will be received in the Building or carried in the elevators except
between such hours and in such elevators as may be designated by
Landlord.  The persons employed to move such equipment or materials in
or out of the Building must be acceptable to Landlord.
  11.  Tenant
shall not place a load upon any floor which exceeds the load per square foot
which such floor was designed to carry and which is allowed by
law.  Heavy objects shall stand on such platforms as determined by
Landlord to be necessary to properly distribute the weight.  Business
machines and mechanical equipment belonging to Tenant which cause noise or
vibration that may be transmitted to the structure of the Building or to any
space in the Building to such a degree as to be objectionable to Landlord or to
any tenants shall be placed and maintained by Tenant, at Tenant’s expense, on
vibration eliminators or other devices sufficient to eliminate the noise or
vibration. Landlord will not be responsible for loss of or damage to any such
equipment or other property from any cause, and all damage done to the Building
by maintaining or moving such equipment or other property shall be repaired at
the expense of Tenant.
  12.  Landlord
shall in all cases retain the right to control and prevent access to the
Building of all persons whose presence in the judgment of Landlord would be
prejudicial to the safety, character, reputation or interests of the Building
and its tenants, provided that nothing contained in this rule shall be construed
to prevent such access to persons with whom any tenant normally deals in the
ordinary course of its business, unless such persons are engaged in illegal
activities.  Landlord reserves the right to exclude from the Building
between the hours of 6 p.m. and 7 a.m. the following day, or such other hours as
may be established from time to time by Landlord, and on Sundays and legal
holidays, any person unless that person is known to the person or employee in
charge of the Building and has a pass or is properly
identified.  Tenant shall be responsible for all persons for whom it
requests passes and shall be liable to Landlord for all acts of such
persons.  Landlord shall not be liable for damages for any error with
regard to the admission to or exclusion from the Building of any
person.
  13.  Tenant
shall not use any method of heating or air conditioning other than that supplied
or approved in writing by Landlord.
  14.  Tenant
shall not waste electricity, water or air conditioning.  Tenant shall
keep corridor doors closed. Tenant shall close and lock the doors of its
Premises and entirely shut off all water faucets or other water apparatus and
electricity, gas or air outlets before Tenant and its employees leave the
Premises.
  15.  Tenant
shall not install any radio or television antenna, satellite dish, loudspeaker
or other device on the roof or exterior walls of the Building without Landlord’s
prior written consent, which consent may be withheld in Landlord’s sole
discretion, and which consent may in any event be conditioned upon Tenant’s
execution of Landlord’s standard form of license agreement.  Tenant
shall be responsible for any interference caused by such
installation.
  16.  Tenant
shall not mark, drive nails, screw or drill into the partitions, woodwork,
plaster, or drywall (except for pictures, tackboards and similar office uses) or
in any way deface the Premises.  Tenant shall not cut or bore holes
for wires.  Tenant shall not affix any floor covering to the floor of
the Premises in any manner except as approved by Landlord.  Tenant
shall repair any damage resulting from noncompliance with this
rule.
  17.  Tenant
shall not install, maintain or operate upon the Premises any vending machine
without Landlord’s prior written consent, except that Tenant may install food
and drink vending machines solely for the convenience of its
employees.
  18.  No cooking
shall be done or permitted by any tenant on the Premises, except that
Underwriters’ Laboratory approved microwave ovens or equipment for brewing
coffee, tea, hot chocolate and similar beverages shall be permitted provided
that such equipment and use is in accordance with all applicable federal, state
and city laws, codes, ordinances, rules and regulations.
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  19.  Tenant
shall not use in any space or in the public halls of the Building any hand
trucks except those equipped with the rubber tires and side guards or such other
material-handling equipment as Landlord may approve.  Tenant shall not
bring any other vehicles of any kind into the Building.
  20.  Tenant
shall not permit any motor vehicles to be washed or mechanical work or
maintenance of motor vehicles to be performed in any parking lot.
  21.  Tenant
shall not use the name of the Building or any photograph or likeness of the
Building in connection with or in promoting or advertising Tenant’s business,
except that Tenant may include the Building name in Tenant’s
address.  Landlord shall have the right, exercisable without notice
and without liability to any tenant, to change the name and address of the
Building.
  22.  Tenant
requests for services must be submitted to the Building office by an authorized
individual.  Employees of Landlord shall not perform any work or do
anything outside of their regular duties unless under special instruction from
Landlord, and no employee of Landlord will admit any person (Tenant or
otherwise) to any office without specific instructions from
Landlord.
  23.  Tenant
shall not permit smoking or carrying of lighted cigarettes or cigars other than
in areas designated by Landlord as smoking areas.
  24.  Canvassing,
soliciting, distribution of handbills or any other written material in the
Building is prohibited and each tenant shall cooperate to prevent the
same.  No tenant shall solicit business from other tenants or permit
the sale of any good or merchandise in the Building without the written consent
of Landlord.
  25.  Tenant
shall not permit any animals other than service animals, e.g. seeing-eye dogs,
to be brought or kept in or about the Premises or any common area of the
Building.
  26.  These
Rules and Regulations are in addition to, and shall not be construed to in any
way modify or amend, in whole or in part, the terms, covenants, agreements and
conditions of any lease of any premises in the Building. Landlord may waive any
one or more of these Rules and Regulations for the benefit of any particular
tenant or tenants, but no such waiver by Landlord shall be construed as a waiver
of such Rules and Regulations in favor of any other tenant or tenants, nor
prevent Landlord from thereafter enforcing any such Rules and Regulations
against any or all of the tenants of the Building.
  27.  Landlord
reserves the right to make such other and reasonable rules and regulations as in
its judgment may from time to time be needed for safety and security, for care
and cleanliness of the Building, and for the preservation of good order in and
about the Building.  Tenant agrees to abide by all such rules and
regulations herein stated and any additional reasonable rules and regulations
which are adopted. Tenant shall be responsible for the observance of all of the
foregoing rules by Tenant’s employees, agents, clients, customers, invitees and
guests.
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  EXHIBIT E – ELECTRICITY COSTS
  attached
to and made a part of Lease bearing the
 Lease
Reference Date of May 14, 2009 between
 RREEF
AMERICA REIT II CORP. PPP, as Landlord and
 ORE
PHARMACEUTICALS INC., as Tenant
  Riverfront
Office Park, One Main Street, Cambridge, Massachusetts 02142
  PROCEDURE
FOR ALLOCATION OF COSTS OF ELECTRIC POWER USAGE BY TENANTS
  1.  Main
electric service to the Building will be provided by the local utility company
to a single main meter.  All charges by the utility will be read from
this meter and billed to and paid by Landlord at rates established by the
utility company.
  2.  In order
to allocate charges for electric service fairly among tenants in relation to the
relative amounts of electricity used by each tenant, additional meters (known as
“check meters”) will be installed by Landlord for each tenant to measure all
electricity provided for lights and power to that tenant.  This shall
not, however, include the following, which shall be wired from the main Building
service and not through the check meters:  stairwell and emergency
lights; elevators; heat pumps and HVAC in the Building; exterior lighting; and
all main Building mechanical systems (common areas on each floor, including the
elevator lobby, corridors, and bathrooms, will have service through the check
meters on each floor) (the “Basic Building Electricity”) and which shall be
separately metered.
  3.  Additional
check meters may be installed by Landlord where necessary to assure measurement
of all electric service to tenant areas (e.g., in the case of separate dedicated
circuits to computer rooms, cafeterias, or other special purpose
facilities).  Ground floor tenant space will be check-metered if it is
not separately metered.  In addition, further modification to the
number and location of check meters may be made by Landlord if required to
improve the quality of information obtained thereby.
  4.  Landlord
will cause the check meters to be read monthly by its employees and will perform
an analysis of the information for the purpose of determining an equitable
allocation of the costs of electric service among the tenants in the Building in
relation to the respective amounts of usage of electricity by those
tenants.
  5.  Each
tenant’s allocable share (“Tenant’s Allocable Electricity Cost”), shall be
determined by Landlord on the following basis:
  (a)
                The
      total kilowatt hour usage for the period under evaluation shall be
      established for each check meter and also for the Building as a whole by a
      reading of the main Building meter for that
  period.
  (b)
                The
      cost of the total amount of electricity supplied for usage by tenants
      during the period (exclusive of the Base Building Electricity) (herein
      called “Tenant Electricity”) shall be determined by multiplying the total
      cost of electricity as invoiced by the utility company for the same period
      by a fraction, the numerator of which is the total amount of kilowatt hour
      usage as measured by all of the Tenant Electricity check meters in the
      Building and the denominator of which is the total amount of kilowatt hour
      usage for the Building as measured by the main Building electric
      meter.
  (c)
                Tenant’s
      Allocable Electricity Cost for the period shall be determined by
      multiplying the total costs of Tenant Electricity by a fraction, the
      numerator of which is the kilowatt hour usage of Tenant Electricity by
      said tenant (calculated as the sum of kilowatt hour usage during the
      period measured by all check meters serving its premises) and the
      denominator of which is the total kilowatt hour usage of Tenant
      Electricity for the same period.
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  (d)
                Where
      part or all of the rentable area on a floor has been occupied by a tenant
      for less than all of the period for which said Tenant’s Allocable
      Electricity Cost is being calculated, appropriate and equitable
      modifications shall be made to the allocation formula so that each
      tenant’s allocable share of costs equitably reflects its period of
      occupancy, provided that in no event shall the total of all costs as
      allocated to tenants be less than the total cost of Tenant Electricity for
      said period.
  6.  All costs
of Base Building Electricity to Landlord shall be treated as part of the
Expenses of the Building for purposes of determining the allocation of those
costs.
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