**Exhibit 10.33**

**Subleasedated December 28, 2006 between NMS Communications Corporation and GenzymeCorporation**

**SUBLEASEAGREEMENT**

This SUBLEASEAGREEMENT (this “Sublease”) is made as of December 28, 2006 by and between NMSCommunications Corporation (f/k/a NATURAL MICROSYSTEMS CORPORATION), a Delawarecorporation (“Sublandlord”) and Genzyme Corporation, a Massachusettscorporation, (“Subtenant”).

WITNESSETH:

WHEREAS,Sublandlord is the Tenant named in that certain Lease dated as of April 1, 2000by and between NDNE 9/90 200 Crossing Boulevard LLC (“Landlord”) andSublandlord (the “Lease”), demising approximately 45,470 square feet of spacecomprising the first and second floors of the building (the “Building”) locatedat 200 Crossing Boulevard, Framingham, Massachusetts; and

WHEREAS,Sublandlord has agreed with Subtenant to enter into a sublease of approximately28,680 total square feet, which includes approximately 23,177 square feet ofspace on the second floor and approximately 5,503 square feet of space on thefirst floor of the Building, as shown on the plans attached hereto as **Exhibit A** and made a part hereof (the “Subleased Premises”)on the terms and conditions hereinafter set forth; and

NOW, THEREFORE,for and in consideration of the foregoing, and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto hereby agree as follows:

1.             Terms.  Initial capitalized terms used herein but nototherwise defined shall have the meanings respectively ascribed to such termsin the Lease.

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2.             Subleased Premises.  Sublandlord hereby leases to Subtenant, andSubtenant hereby leases from Sublandlord, the Subleased Premises for thepermitted uses set forth in Section 9 of the Lease.  The Subleased Premises are shown on ExhibitA attached hereto and incorporated herein by this reference.

3.             Term.  The term (the “Term”) of this Sublease shallcommence on the Commencement Date (defined below) and shall expire on May 30,2012, provided, however, that this Sublease may be sooner terminated asprovided in the Lease, or the one-time right to terminate this Subleaseeffective as of January 15, 2010 provided that the Subtenant provides to theSublandlord on or before April 15, 2009****writtennotice thereof and Subtenant pays to Sublandlord in full along with such noticethe Sublease buy-out amount equal to all unamortized transaction costs, whichshall consist solely of Sublandlord’s brokerage and legal fees amortized on astraight-line basis over the Term of this Sublease, as well as three (3) monthsrent.  The Subtenant hereby agrees thatthe buy-out amount is a reasonable liquidated damage, and is not to beconstrued as any type of penalty.

4.             Definitions.  Notwithstanding any provisions of the Leaseto the contrary, the following terms used herein shall have the followingmeanings:

**“Commencement Date”**shall mean February 1, 2007 or the date of the signature of a sublease documentthat is fully consented to and approved by Landlord.

“**Rent Commencement Date”**shall mean the later of: (i) February 1, 2007, and (ii) the date on whichLandlord consents to this Sublease and each of Sublandlord and Subtenantreceive a copy of such consent.

**“Annual Fixed Rental Rate”**shall mean:

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(i)                                     $516,240.00per year from February 1, 2007 through January 31, 2008;

(ii)                                  $516,240.00per year from February 1, 2008 through January 31, 2009;

(iii)                               $544,920.00 per yearfrom February 1, 2009 through January 31, 2010;

(iv)                              $573,600.00per year from February 1, 2010 through January 31, 2011;

(v)                                 $573,600.00per year from February 1, 2011 through January 31, 2012;

(vi)                              $573,600.00per year from February 1, 2012 through May 30, 2012.

**“SecurityDeposit”** None

**“Subtenant’s Share”**shall mean sixty three and seven hundredths percent (63.07%).

**“AnnualBase Operating Cost”** shall be the Operating Costs for theCalendar Year ending December 31, 2007.

**“Annual Base Real Estate Taxes”**shall be the Real Estate Taxes for the Fiscal Tax Year ending June 30, 2007.

5.             Rent.

(a)  Subtenant covenants and agrees to pay rent toSublandlord commencing on the Rent Commencement Date, at Sublandlord’s addressshown herein or at such place as Sublandlord shall from time to time designatein writing and otherwise in accordance with the provisions of the Lease, at theAnnual Fixed Rental Rate in equal installments of 1/12th the Annual FixedRental Rate in advance on the first day of each calendar month included in theTerm, 

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and for any portion of a calendar month at thebeginning or end of the Term, at that rate payable in advance for such portion.

(b)  Late payments of any payment of rent,including monthly rent or any portion thereof, which is not received withinfive business (5) days after the first day of the calendar month, will besubject to a late charge equal to five percent (5%) of the unpaid payment, or$100.00, whichever is greater; provided, however, Subtenant shall not beobligated for a late payment charge on the first (1st) late payment by Subtenant in any twelve(12) month period until Sublandlord has given Subtenant written notice of thedelinquency and Subtenant has failed to pay the delinquent amount within ten(10) Business Days following receipt of such written notice.  This amount is in compensation of the Sublandlord’sadditional cost of processing late payments. In addition, any rent which is not paid within thirty (30) days after thefirst day of the calendar month, including monthly rent, will accrue interestat a late rate charge of eighteen percent (18%) per annum or the maximum rateallowed by applicable law, from the date on which it was due until the date onwhich it is paid in full with accrued interest. If Subtenant is in default of the Sublease for failure to pay rent, inaddition to the late charges and interest set forth above, Subtenant shall becharged for all Sublandlord’s reasonable attorney fees in connection with thecollection of all sums due to Sublandlord. The foregoing shall not limit, affect or constitute a waiver in any wayof the rights of the Sublandlord.

(c)  Subtenant covenants and agrees to pay toSublandlord as Additional Rent, within thirty (30) days of written demandtherefor by Sublandlord, which shall include a reasonably detailed account andcalculation thereof, Subtenant’s Share of “Tenant’s Proportionate Share” (as definedin the Lease) of the Operating Cost Escalation;****provided,however, the Annual Base Operating Costs shall be the Operating Costs for theCalendar Year ending December 31, 2007.

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(d)   Subtenant covenants and agrees to pay toSublandlord as Additional Rent, within thirty (30) days of****writtendemand therefor by Sublandlord, which shall include a reasonably detailedaccount and calculation thereof, Subtenant’s Share of “Tenant’s ProportionateShare” of the Real Estate Tax Escalation; provided, however, the Annual BaseReal Estate Taxes shall be the Real Estate Taxes for the Fiscal Tax Year endingJune 30, 2007.

(e)  Subtenant shall pay to Sublandlord monthly inadvance a flat fee of $3,585.00 per month (calculated by the formula for 28,680square feet times $1.50 per rentable square foot) to cover electricity usagefor overhead lighting and convenience outlets, provided Sublandlord reservesthe right to have Subtenant pay to Sublandlord any amounts in addition actuallyincurred by Subtenant.

(f)  Subtenant covenants and agrees to pay monthlyto Landlord all charges due under the Lease for (i) any after-hours heating,air conditioning or ventilation services supplied to Subtenant in connectionwith the Subleased Premises (excluding to the extent not used and requested bySubtenant) and (ii) all other services supplied to Subtenant and/or theSubleased Premises beyond the services required to be supplied to the SubleasedPremises for Sublandlord by Landlord at no additional charge to Sublandlord.  Landlord shall bill Subtenant directly forall such charges referred to in the preceding sentence.

6.             Additional Rent. It is understood and agreed****that Subtenantis not subject to additional charges, fees or rent beyond those specificallydetailed in Section 5 (i.e., Annual Fixed Rental Rate, Subtenant’s Share of theOperating Cost Escalation, Subtenant’s Share of the Real Estate Tax Escalation,tenant electricity charges, and the charges for additional services describedin Section 5(f) above).

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7.             Additional Subtenant Covenants.  Subtenant hereby covenants:

                (a)  To comply with the terms and provisions ofthe Lease applicable to the Subleased Premises except as specifically modifiedby provisions of this Sublease, and to do nothing which will subject the Leaseto termination by Landlord under the provisions of the Lease.

(b)  To maintain the Subleased Premises and theFurniture and Equipment (as specified on Exhibit C attached hereto and made apart hereof), which Sublandlord shall provide with the Subleased Premises**,** in the same condition as they are at the commencement ofthe Term, reasonable wear and tear, damage by fire and other casualtyexcepted.  In the event that Subtenantdefaults in its obligations under this Subparagraph (b), Sublandlord may curesuch default, in which event Subtenant shall reimburse Sublandlord withinthirty (30) days of Sublandlord’s written demand therefore, which shall includea reasonably detailed evidence of such default, for any costs incurred bySublandlord to cure such default.

(c)  In the event that this Sublease shallterminate for any reason prior to the expiration of the Term, to removepromptly all of Subtenant’s goods and effects from the Subleased Premises uponthe termination of this Sublease and to deliver to Sublandlord the SubleasedPremises in the same condition as they were at the commencement of the Term ofthis Sublease, or as they were put during the Term, reasonable wear and tear,damage by fire and other casualty excepted. In the event of Subtenant’s failure to remove any of Subtenant’sproperty from the Subleased Premises, Sublandlord is hereby authorized, withoutliability to Subtenant for loss or damage thereto, and at the sole risk ofSubtenant to remove and store any of such property at Subtenant’s expense or toretain the same under Sublandlord’s control or to sell by public or privatesale, without notice, any or all of the property not so removed and to applythe net proceeds of such sale to the payment of any sums due 

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hereunder, or to destroy such property.  None of Subtenant’s obligations containedherein shall be deemed to obligate Subtenant for fulfilling Sublandlord’sobligations under Section 9.9 of the Lease.

(d)  In addition to the indemnificationobligations set forth in Section 9.5 of the Lease, to indemnify, defend andhold Sublandlord harmless from and against any claim to the extent arising outof or in connection with Subtenant’s use of the Subleased Premises, or anyfurniture or equipment provided therewith, or the conduct of its business orfrom any activity, work or thing done, permitted or suffered by Subtenant on orabout the Subleased Premises, arising from any breach of Subtenant’sobligations hereunder, and from any claim for injury or damage to any person orproperty while on or about the Subleased Premises; except to the extentresulting from or caused by the negligence or misconduct of Sublandlord orSublandlord’s employees, contractors, agents or invitees.

(e) To use the SubleasedPremises only for the permitted uses set forth in Section 9.1 of the Lease.

8.             Sublandlord Covenants.  Sublandlord hereby covenants as follows:

(a)   Sublandlord shall indemnify, defend and holdSubtenant harmless (i) from and against any and all claims to the extentarising out of or in connection with Sublandlord’s use of the SubleasedPremises or the Premises, or the conduct of its business or from any activity,work or thing done, permitted or suffered by Sublandlord on or about theSubleased Premises or the Premises, or arising out of the failure of theSublandlord, its agents, contractors or employees to perform any covenant, termor conditions of this Sublease or the Lease to be performed by Sublandlordhereunder or thereunder, provided that this indemnification shall not apply toany such claims that are due to or arise out of the negligence or misconduct ofSubtenant, its agents, contractors, employees or invitees and (ii) for allclaims, damages and causes of action for which Landlord indemnifies Sublandlordas tenant under the Lease.

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(b)   Sublandlord shall within a reasonably prompttime period give Subtenant a copy of any notice of default or terminationnotice relating to the Subleased Premises given by Sublandlord or Landlord tothe other.  In addition, Sublandlordcovenants and agrees that it has provided Subtenant with all prior notices andrules and regulations received by Sublandlord with respect to the SubleasedPremises that affect Subtenant’s operations under this Sublease.

(c)    Throughout the term of this Sublease,Sublandlord shall fulfill its obligations to make  payment of all rent and other charges due toLandlord under the Lease, and agrees not to do or suffer or permit anything tobe done to the extent that it would result in a default under or cause theSublease or the Lease to be terminated or forfeited.  Sublandlord shall not voluntarily terminatethe Lease or do or fail to do anything to the extent that it would result inthe termination of the Lease or the Sublease or which will increase Subtenant’sobligations to Sublandlord or Landlord. Sublandlord shall not amend the Lease, to the extent that it wouldadversely change Subtenant’s tenancy under the Sublease or Subtenant’s use ofthe Subleased Premises, without the prior written approval of Subtenant, whichSubtenant shall not unreasonably withhold, condition or delay.  Sublandlord shall indemnify and holdSubtenant harmless from and against any and all claims, liabilities, losses,damage, demands, expenses for breach or default on the part of the Sublandlordhereunder which causes the Sublease or Lease to be terminated or forfeited.

(d)  Sublandlordrepresents and warrants that it has full power and authority to enter into thisSublease, subject to the consent of the Landlord.  Sublandlord covenants that Subtenant shalland may peacefully and quietly have, hold and enjoy the Subleased Premises forthe Term, free from any interference or hindrance by Sublandlord, or by anyperson claiming by, 

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through, or under Sublandlord, but subject to theexceptions, reservations and conditions hereof.

9.             Condition and Alterations of the Subleased Premises.  By its execution hereto, Subtenantacknowledges that:

(a)  Subtenant has inspected theSubleased Premises, and the furniture and other equipment listed in Exhibit Cattached hereto, and accepts the same “AS IS”.  Subtenant hereby acknowledges that anyfurniture and any other equipment are being provided to Subtenant at no costunder this Sublease, and that, as such, Sublandlord makes no representations orwarranties regarding any furniture or equipment as part of this Sublease, andthat any failure regarding any of the foregoing shall not entitle Subtenant toany rent reduction, abatement, self-help or right to offset or terminate theSublease.  Sublandlord shall have noobligation or duty to Subtenant regarding the preparation of the SubleasedPremises for occupancy of Subtenant except that Sublandlord shall deliver theSubleased Premises to Subtenant in broom clean condition.  To the best of Sublandlord’s knowledge andbelief****as of the date of this Sublease (i)the Subleased Premises, the electrical**,**mechanical,plumbing, heating, ventilating, air-conditioning and sewage disposal systemswithin the Building which service the Subleased Premises are in good workingorder, provided the foregoing statement shall not be construed as any type ofwarranty by Sublandlord that such systems shall remain in such condition forany duration of time, (ii) the Subleased Premises are free of any hazardousmaterials and/or toxic substances (including asbestos) in the Building in anyconcentration that would be reportable (or would require remediation) under anyapplicable laws, codes, ordinances and regulations, and (iii) the SubleasedPremises comply with the ADA.  Sublandlord hereby approves the removal of theexisting demising wall within the Subleased Premises by Subtenant, andSublandlord shall diligently pursue Landlord’s approval thereofcontemporaneously with Landlord’s approval of this Sublease.

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(b)  Notwithstanding any provisions of the Leaseor this Sublease to the contrary, neither Landlord nor Sublandlord shall haveany obligations to perform any tenant improvements or to provide Subtenant withany tenant improvement allowance in connection with the Subleased Premises.

(c)  In the event Subtenant desires to makealterations and improvements to the Subleased Premises, Subtenant shall obtainthe prior written consent of Sublandlord and Landlord, which consent shall notbe unreasonably withheld or delayed by Sublandlord in accordance with theprovisions of the Lease.

10.           Estoppel Certificate.  Subtenant agrees, from time to time, upon:(i) not less than five (5) business days prior written request by eitherSublandlord or Landlord if such request is made for the benefit of theLandlord, and (ii) not less than ten (10) business days prior written requestby Sublandlord if such request is made for the benefit of Sublandlord, toexecute, acknowledge and deliver to Sublandlord and/or Landlord a statement inwriting, addressed to such party as either Sublandlord or Landlord shalldesignate in its notice to Subtenant, certifying that this Sublease isunmodified and in full force and effect and that Subtenant has no defenses,offsets or counterclaims against its obligations to pay the Annual Rent,Subtenant’s Share of the Operating Cost Escalation and Subtenant’s Share of theReal Estate Tax Escalation and to perform its other covenants under thisSublease (or, if there have been any modification, that the same is in fullforce and effect as modified and stating the modifications and, if there areany defenses, offsets, counterclaims or defaults, setting them forth and inreasonable detail), the dates to which the Annual Rent, Subtenant’s Share ofthe Operating Cost Escalation and Subtenant’s Share of the Real Estate TaxEscalation have been paid, a statement that Sublandlord is not in defaulthereunder (or if in default, the nature of such default, in reasonable detail),and any additional information reasonably requested by either Sublandlord orLandlord, any such statement delivered pursuant to this Section 8 may be reliedupon by any prospective purchaser or mortgagee of the Subleased Premises.

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11.           Lease.

(a)  Sublandlord represents and warrants****to Subtenant that attached hereto as Exhibit B is atrue and complete copy of the Lease as of the date of this Sublease includingany amendments thereto, that the Lease is in full force and effect, that Sublandlordhas not received a notice of default or a notice of termination, and thatSublandlord is not aware of any default by Landlord or Sublandlord under theLease.  Subtenant represents toSublandlord that it has read the Lease and understands and accepts the termsand conditions thereof.

(b)  Except as may be inconsistent with the termshereof, all of the terms, provisions, covenants and conditions contained in theLease are incorporated herein by reference and are made a part of this Subleasewith the same force and effect as if Sublandlord were the Landlord under theLease and Subtenant were the Tenant thereunder from and after the commencementof the Term, and, in case of any breach of this Sublease by Subtenant,Sublandlord shall have all of the rights and remedies against Subtenant aswould be available to Landlord against Tenant under the Lease if such breachwere made by the Tenant thereunder. Further, any references in the Lease to the “Premises” shall mean and bethe “Subleased Premises.”

(c)  Subtenant shall not do anything which wouldcause the Lease to be terminated or forfeited, and Subtenant shall indemnifyand hold  harmless from and against anyand all claims, liabilities, losses, damage, demands, expenses (includingwithout limitation reasonable attorney’s fees), actions and causes of action ofany kind whatsoever by reason of any breach or default on the part of Subtenanthereunder by reason of which the Lease may be terminated or forfeited.  If the Lease terminates or is forfeited as aresult of a default or breach of Subtenant under this Sublease and/or the 

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Lease, Subtenant shall be liable to the Sublandlordfor the direct damages suffered as a result of such termination; provided,however, Subtenant shall not be liable to Sublandlord for any indirect, specialor consequential damages, including business interruption or lost profits.

(d)  Notwithstanding anything contained herein tothe contrary, the following provisions of the Lease are excluded from thisSublease, and Subtenant shall have no right or obligation under this Subleaseor the Lease to exercise any rights or obligations contained in****any of the following provisions of the Lease without theprior written consent of Sublandlord and Landlord (which consent may be grantedor withheld for any reason in Sublandlord’s or Landlord’s sole and absolutediscretion):

(i)**                    **The portions of the Section 2.3(a)granting Tenant an option to lease the Covered Spaces;

(ii)**                 **Section 2.4;

(iii)               Section 2.5;

(iv)              Section 3;

(v)                 Section 4.3;

(vi**)**              Section 7;

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(vii)         Section13.7;

(ix)                Section 13.9;

(x)                   Section 13.11

(xi)                The second to last sentence of Section 13.12;

(xii)             Section 13.13; and

(xiii)          Section15.

(e)   This Sublease is separate from andsubordinate to the Lease, and Sublandlord shall not be liable for any act orfailure to act caused by the default of Landlord under the Lease.

(f)    So long as Subtenant shall not be in defaultunder the terms and conditions of this Sublease, and subject to the terms andconditions of this Sublease, Subtenant shall have all of the rights ofSublandlord under the Lease with respect to the Subleased Premises.

(g)   Notwithstanding anything hereunder to thecontrary, the only services or rights to which Subtenant is entitled hereunderare those to which Sublandlord is entitled under the Lease and for all suchservices and rights Subtenant shall look to Landlord under the Lease, andSublandlord shall have no 

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obligation to supply any such services or perform anyother obligation of Landlord.

(h) Rent shall not abateunder this Sublease, for or on account of any failure by Landlord to performthe obligations and duties imposed on it under the Lease; provided, however, inthe event that Sublandlord is entitled to abatement of rent under the Leasepursuant to the provisions thereof, then Subtenant shall be entitled to prorata share of an abatement of rent due under this Sublease as Sublandlord isentitled to such abatement under the Lease.

(i)    Notwithstanding anything herein to thecontrary or any right acquired pursuant hereto, the Subtenant shall not limit,interfere with or restrict in any way Sublandlord’s using or further dividingor subletting to any third party(ies), any of the other space leased bySublandlord under the Lease, in whole or in part(s); provided that any suchuse, division or subletting of the Premises shall not adversely effectSubtenant’s use of the Subleased Premises or its rights hereunder.

12.           Assignment and Subletting**,** Consent to Sublease.

(a)  Except for Permitted Transfers (definedbelow),****Subtenant shall not assign any of itsright, title or interest in and to this Sublease or sublet any portion of theSubleased Premises without the prior written consent of Landlord andSublandlord; such consent shall not be unreasonably withheld, conditioned ordelayed.  Any proposed assignment orsublease shall be subject to the assignment and sublease terms and conditionsin the Lease.  Further, any profitsderived from a sublease, excluding Permitted Transfers, shall be split betweenSublandlord and Subtenant on a 50/50 basis after first deducting all reasonabletransaction costs.

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Notwithstanding any otherprovision of this Sublease or the Lease, Subtenant may assign its entireinterest under this Sublease or sublease all or a portion of the SubleasedPremises to an Affiliate (as defined below) with Landlord’s or Sublandlord’sconsent (such transfer being a “Permitted Transfer”).  For purposes of this Sublease, “Affiliate”shall mean an entity which controls, is controlled by, or is under commoncontrol with, Subtenant, including but not limited to successors to Subtenantby merger, consolidation or sale of all or substantially all of Subtenant orany division of Subtenant which is a separate legal entity. No PermittedTransfer will relieve Subtenant from Subtenant’s obligations and agreementsunder this Sublease and Subtenant will continue to be liable to the same extentas though no assignment of the Sublease had been made.

(b)   This Sublease shall not be effective untilexecuted and delivered by Sublandlord and Subtenant and consented to byLandlord, which consent shall include a recognition, attornment andnondisturbance agreement reasonably acceptable to Subtenant.  Promptly following the execution and deliveryof this Sublease by Sublandlord and Subtenant, Sublandlord shall submit thisSublease to Landlord and shall use reasonable efforts to diligently pursueLandlord’s consent.  Subtenant herebyagrees that it shall cooperate in good faith with Sublandlord in theprocurement of the consent.    In theevent that Landlord refuses to consent to this Sublease or fails to consent tothis Sublease within thirty (30) days from the date of this Sublease, thenSubtenant shall have the right, exercisable at any time until Landlord’sconsent is obtained, to terminate this Sublease upon written notice toSublandlord.

13.           Broker.  Each of the parties hereto represents andwarrants to the other that it has not dealt with any broker other than RichardsBarry Joyce & Partners and CB Richard Ellis in connection with thenegotiation and approval of this Sublease. Sublandlord shall be responsible for any fees or claims for fees payableto or asserted by such broker and each party shall indemnify and hold harmlessthe other against any claim for brokerage fees based upon facts inconsistentwith the foregoing.

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14.           Insurance.  Subtenant shall provide insurance amounts of$1 million/ $2 million, and both Sublandlord and Landlord shall be named asadditional insureds on all policies required to be carried by Subtenant.  Certificates of Insurance evidencingSubtenant’s insurance coverage shall be deposited with Sublandlord.

15.           SecurityDeposit.  Subtenant shall not berequired to provide a security deposit to Sublandlord.  Subtenant hereby acknowledges and agrees thatany and all existing security deposits paid by Sublandlord to the Landlord,pursuant to the Lease, shall remain the property of Sublandlord, and Subtenanthereby waives any right thereto.

16.           Notices.  All notices required or permitted hereundershall be in writing and shall be deemed duly served if and when delivered byhand or by a nationally-recognized overnight delivery service or mailed byregistered, certified or express mail, postage prepaid, return receiptrequested, and addressed:

 
| If to Sublandlord:      |   | NMS Communications Corporation  |
|---------------------------------------------|--------|---------------------------------|
|                                        |   | 100 Crossing  Boulevard         |
|                                        |   | Framingham, MA  01702           |
|                                        |   | Attn: CFO                       |
|                                        |   |                            |
|                                        |   | With a copy to:                 |
|                                        |   | NMS Communications Corporation  |
|                                        |   | 100 Crossing  Boulevard         |
|                                        |   | Framingham, MA  01702           |
|                                        |   | Attn: VP &  General Counsel |

 

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| If to Subtenant: |   | Genzyme Corporation                |
|------------------|--------|------------------------------------|
|             |   | MetroWest Place                    |
|             |   | 15 Pleasant  Street Connector      |
|             |   | Framingham, MA  01701              |
|             |   | Attention: Henry  Fitzgerald       |
|             |   | With a copies  to:                 |
|             |   | Genzyme  Corporation               |
|             |   | 500 Kendall  Street                |
|             |   | Cambridge,  Massachusetts 02142    |
|             |   | Attn: Bob  Hesslein, Esq.          |
|             |   |                               |
|             |   | and:                               |
|             |   |                               |
|             |   | Edwards Angell  Palmer & Dodge |
|             |   | 111 Huntington  Avenue             |
|             |   | Boston,  Massachusetts 02199       |
|             |   | Attn: Thomas G.  Schnorr, Esq      |

 

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Any person namedin this Section 16 may change the address for notices by written notice sent toeach of the persons at the addresses as set forth herein.

17.           Severability.  If any provision of this Sublease shall toany extent be determined by any court of competent jurisdiction to be invalidor unenforceable for any reason, the parties agree to amend this Sublease so asto effectuate the original intent of Sublandlord and Subtenant.

18.           EntireAgreement; Amendment.  This Subleaseis the entire agreement between the parties relating to the sublease of theSubleased Premises.  This Sublease maynot be amended, altered or modified except by instrument in writing andexecuted by Sublandlord and Subtenant.

19.           GoverningLaw.  This Sublease shall be given byand construed in accordance with the laws of the Commonwealth of Massachusetts.

20.           Binderand Inure.  This Sublease shall bebinding upon, and inure to the benefit of, the parties hereto and theirrespective successors and assigns.

21.           AdditionalProvisions.

(a) Signage.  Subtenant shall have the right andSublandlord shall notify the Landlord to add the Subtenant to a tenantdirectory in the lobby of the Building described in the Lease.  Sublandlord shall be responsible for anycosts relating to the signage provided on the lobby directory as well as theentrance of Subtenant’s suite.  Subtenantwill also be entitled at Sublandlord’s expense to affix signage identifying theSubtenant’s corporate name to the glass of the Sublease Premises next to thedoor to the Subleased Premises, 

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subject to any Landlord approval’s required under theLease****which approval, Sublandlord shall usereasonable efforts diligently obtain. Further, Subtenant, at Subtenant’s cost, shall have the right to installand remove interior and exterior signage throughout the Term of this Sublease,subject to Sublandlord’s consent, which shall not be unreasonably withheld,conditioned or delayed, and Landlord’s consent, which shall be granted inaccordance with the terms of the Lease, and subject to the terms and provisionsof the Lease.

(b) Option to Extend.   Notwithstanding any provision to thecontrary in the Lease, Subtenant is not granted any options to extend thisSublease.

(c) Notwithstanding anyprovision to the contrary in the Lease, the Subtenant is contemplating theinstallation of wiring for telephone or computers, and Subtenant herebyacknowledges and agrees that Subtenant shall be responsible at its own cost forthe purchase,  installation and removalof any telephone or computer wiring Subtenant requires for use of the SubleasedPremises, provided such removal obligation shall only apply to wiring whichSubtenant installs or has installed to the Subleased Premises or Building.  Any wiring installed by or for the Subtenantis subject to the Subtenant complying with all requirements and procedures inthe Lease relating to any wiring, including, but not limited to, acquiring allprior written approvals required from the Sublandlord, Landlord and governmententities relating thereto. Subtenant will not be required to remove anyalterations or improvements made by Sublandlord or to otherwise restore theSubleased Premises or the Premises or remove Sublandlord’s property, fixtures,equipment, installations or improvements from the Subleased Premises or thePremises.  If Sublandlord is requiredunder the Lease to remove any such alterations or improvements or otherwiserestore the Subleased Premises, Subtenant shall permit Sublandlord access tothe Subleased Premises for a reasonable period of time, subject to suchconditions as Subtenant may reasonably impose, for the purpose of evaluatingremoval of such alterations and improvements and evaluating the restoration ofthe Subleased Premises as required by the Lease.

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(d)**Key Cards.  The Subtenant shall provide to theSublandlord the names and any other information indicated by Sublandlord asnecessary for including into its electronic key card system employees and otherpersonnel, which Subtenant desires to give electronic access to the SubleasedPremises.  The Sublandlord shall includethe information in the key card system used by the Sublandlord for purposes ofaccessing the Subleased Premises, provided Sublandlord shall not be obligatedto issue any more than thirty (30)****cards at anygiven time  The Sublandlord makes noexpress or implied representations or warranties regarding the key card system,and the Subtenant hereby acknowledges and agrees that the system and relateduse is being provided on an “AS-IS” basis solely as a courtesy toSubtenant.  Subtenant shall have theright to notify Sublandlord to remove Sublandlord’s electronic key card systemat any time during the Term of the Sublease. Upon receipt of notice from Subtenant regarding the removal of theelectronic key card system, Sublandlord shall remove the electronic key cardsystem in a reasonable amount of time. Subtenant shall have the right to install, in a good and workmanlikemanner and at Subtenant’s sole cost and expense, and use a security and accesssystem of Subtenant’s choosing.  Notwithstandingany of the foregoing, Subtenant is, and shall at all times remain, solelyresponsible for the security of the Subleased Premises and any personnel,information, equipment or property therein. In no event shall any of the foregoing be construed as Sublandlord’sassuming any responsibility or liability for any security of the SubleasedPremises or any personnel, information, equipment or property therein.  The Subtenant hereby agrees that theSubtenant shall be solely responsible for any abuse or misuse of the key cardsystem by any of Subtenant’s employees or personnel or former employees orpersonnel.  Although under no obligationto do so, the Sublandlord hereby 

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reserves the right in its sole discretion to, at anytime upon five (5) days notice, replace the key card system(s) described hereinwith any other key card system.

(e) SecuritySystem.  Subtenant shall have the rightto provide and install, in a good and workmanlike manner and at Subtenant’ssole cost and expense, a security system in the Subleased Premises, includingbut not limited to, security officer coverage and system components ofSubtenant’s choosing, including but not limited to, electronic door strikes,door contacts, exit sensors, card readers (which may be mounted immediatelyoutside the Sublease Premises in the common areas) for Subtenant’s exclusiveuse, motion detectors, glass break detectors and other similar security systemsand methods to protect the Subleased Premises in accordance with Subtenant’scorporate security standards; provided, however, that card readers in thecommon areas shall not interfere with the other tenant’s use of access rightsto their respective premises and to the common areas.

(f)  Entry tothe Subleased Premises.  Notwithstandinganything to the contrary in the Lease or this Sublease, Sublandlord andLandlord shall have the right to enter the Subleased Premises only: (i) afterreasonable prior written notice to Subtenant, (ii) at times reasonablyacceptable to Subtenant, and (iii) with the accompaniment of Subtenant or itsagent.  Notwithstanding the foregoing, inthe case of an emergency, Sublandlord and Landlord shall use reasonable effortsto promptly notify Subtenant of any entry onto the Subleased Premises.  In light of the confidential materialsSubtenant intends to maintain at the Subleased Premises, Landlord andSublandlord shall keep confidential the materials and information Subtenantmaintains at the Subleased Premises.

(g) Parking.  Subtenant shall have theright, appurtenant to the Subleased Premises, and Sublandlord hereby grants toSubtenant the right to use thirty (30) parking spaces in the Leasehold ParkingArea (as defined in the Lease), pursuant to and subject to the terms andconditions of the Lease.

(h) Consents.  Sublandlord shall usereasonable efforts and cooperate with Subtenant in obtaining Landlord’s consentwhen required pursuant to this Sublease or the Lease.  When Sublandlord’s consent is required 

 

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under the terms of this Sublease, Sublandlord shallnot unreasonably withhold, condition or delay its consent.

(i)   If Sublandlord shall at any time default in the performance of anyobligation under the Sublease, Subtenant shall have the right, but shall not beobligated, to perform such obligation notwithstanding the fact that no specificprovision for such substituted performance by Subtenant may be made in thisSublease.  Prior to Subtenant’sperforming such obligation of the Sublandlord, Subtenant shall provideSublandlord notice in accordance with Section 16 of this Sublease and provideSublandlord a reasonable opportunity to perform such obligation.  In performing such obligation, Subtenant maymake any payment of money or perform any other act.  Subtenant shall be entitled to an immediatecredit against the rent and other charges payable hereunder in an amount equalto the costs and expenses incurred by Subtenant in rectifying Sublandlord’sdefaults as aforesaid (or, in the case of Sublandlord’s failure to make anyrequired payments under the Lease, the amount of any such due and unpaidsum).  Subtenant may exercise theforegoing rights without waiving any other of its rights or releasingSublandlord from any of its obligations under this Sublease.

EXECUTED as a Massachusetts instrument under seal asof the date first herein above set forth.
|            | **SUBLANDLORD:**                   |
|------------|------------------------------------|
| ** ** | **NMS COMMUNICATIONS CORPORATION** |
|       | By:                                | /s/ Herbert Shumway |
|       | Name:                              | Herbert Shumway |
|       | Title:                             | Chief Financial Officer |

 

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# *** ***

|            | *SUBTENANT*             |
|------------|-------------------------|
| * *   | * *                | * * |
| ** ** | **GENZYME CORPORATION** |
| ** ** | ** **              |
| ** ** | ** **              |
|       | By:                     | /s/ Mike Wyzga |
|       | Name:                   | Mike Wyzaga |
|       | Title:                  | Executive Vice President, Chief Financial Officer |

 

EXHIBITS:

Exhibit A -                                        FloorPlans of the Subleased Premises

Exhibit B -                                          Lease

Exhibit C-                                             Furniture/EquipmentInventory

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