**Exhibit 4.16****SECOND AMENDMENT TO LEASE**     SECOND AMENDMENT TO LEASE dated as of this 6 day of September, 2005, by and between BOSTONPROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and IONA TECHNOLOGIES,INC., a Delaware corporation (“Tenant”).RECITALS     By Lease dated March 2, 1999 (the “Original Lease,” and as amended by the Letter Agreement and FirstAmendment to Lease described below, the “Lease”), Landlord did lease to Tenant and Tenant did leasefrom Landlord 60,718 square feet of rentable floor area (the “Rentable Floor Area of the InitialPremises”) on the third and fourth floors of Phase II of the building (the “Building”) known as andnumbered 200 West Street, Waltham, Massachusetts (referred to in the Lease as the “Premises” or“Tenant’s Space” and hereinafter sometimes referred to as the “Initial Premises”).     By letter agreement dated May 14, 1999 (the “Letter Agreement”) the Tenant Allowance (as that termis defined in the Original Lease) for the Initial Premises was reduced by $62,749.00 as Landlordwas required to install the sprinkler system in the Initial Premises in order to obtain acertificate of occupancy (the calculation of the Tenant Allowance having been based in part onTenant installing the sprinkler system for the Premises). In addition, the Tenant Allowance for theExpansion Premises (as hereinafter defined) was also reduced by an amount equal to the product of(i) $1.00 (being the approximate cost on a square foot basis for installing the sprinkler system)and (ii) the actual rentable floor area of the Expansion Premises (as determined pursuant toSection 2.1.3 of the Original Lease).     By First Amendment to Lease dated as of November 1, 2000 (the “First Amendment”) Tenant leased fromLandlord as required by Section 2.1.3 of the Original Lease, an additional 4,762 square feet ofrentable floor area (the “Rentable Floor Area of the Expansion Premises”) located on the firstfloor of Phase II of the Building, which space is shown on Exhibit A-l attached to such FirstAmendment (the “Expansion Premises”) upon the terms and conditions contained in the FirstAmendment. The Initial Premises as increased by the Expansion Premises is hereinafter sometimescollectively referred to as the “Existing Premises.”     Landlord and Tenant have agreed to extend the Term of the Lease for one (1) period of five (5)years and to provide Tenant with an additional option to extend the Term of the Lease, upon theterms and conditions contained in the Lease except as set forth in this Second Amendment to Lease(“the Second Amendment”).     Landlord and Tenant have also agreed to reduce the size of the Existing Premises by subtractingtherefrom the 35,119 square feet of rentable floor area (the “Rentable Floor Area of theRelinquished Premises”) consisting of 4,732 square feet of rentable floor area located on the firstfloor of the Building and 30,387 square feet of rentable floor area located on the third floor ofthe Building and shown on Exhibit A attached hereto (the “Relinquished Premises”).
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        Landlord and Tenant are entering into this instrument to set forth said agreements and toamend the Lease.        NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration inhand this date paid by each of the parties to the other, the receipt and sufficiency of which arehereby severally acknowledged, and in further consideration of the mutual promises hereincontained, Landlord and Tenant hereby agree to and with each other as follows:1. Effective on July 31, 2006 (the “Reduction Date”) the Relinquished Premises shall bedeleted from the space demised from Landlord to Tenant under the Lease, so that the remaining space(the “Remaining Premises”) demised under the Lease shall consist of the 30,331 square feet ofrentable floor area located on the fourth floor of the Building (the “Rentable Floor Area of theRemaining Premises”) shown on Exhibit A as the “Remaining Premises” and the terms “Premises” and“Tenant’s Space” as defined and used in the Lease shall be deemed to refer to the RemainingPremises. By way of example, the option to extend the Term of the Lease contained in Section 5hereof shall apply to the Remaining Premises only and not to the Relinquished Premises. 2. On or prior to the Reduction Date, Tenant shall quit and vacate the RelinquishedPremises and surrender the same in the condition required by the Lease upon the expiration orearlier termination of the Lease Term. 3. The Term of the Lease, which but for this Second Amendment is scheduled to expire onJuly 31, 2006, is hereby extended for one (1) period of five (5) years commencing on August 1, 2006and expiring on July 31, 2011 (the “First Extended Term”), unless extended or sooner terminated inaccordance with the provisions of the Lease, upon all of the same terms and conditions contained inthe Lease as herein amended. 4. Section 2.4.1 of the Lease is hereby deleted in its entirety and Landlord and Tenantagree that Tenant’s only option to extend shall be as provided in Section 5 hereinbelow. 5. (A) On the conditions (which conditions Landlord may waive by written notice toTenant) that both at the time of exercise of the herein described option to extend and as of thecommencement of the extended term (i) there exists no “Event of Default” (defined in Section 7.1 ofthe Lease) and there have been no more than three (3) Event of Default occurrences during the Termof the Lease (ii) the Lease is still in full force and effect, and (iii) Tenant has neitherassigned the Lease nor sublet more than thirty-five percent (35%) of the Rentable Floor Area of thePremises (except for an assignment or subletting permitted without Landlord’s consent under Section5.6.1 of the Lease), Tenant shall have the right to extend the Term of the Lease upon all the sameterms, conditions, covenants and agreements contained in the Lease (except for the Annual FixedRent which shall be adjusted during the option period as hereinbelow set forth and except thatthere shall be no further option to extend) for either (i) one (1) period of three (3) years or(ii) one (1) period of five (5) years, as hereinafter set forth. The option period is sometimesherein referred to as the “Second Extended Term.” Notwithstanding any
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implication to the contrary, Landlord has no obligation to make any additional payment toTenant in respect of any construction allowance or the like or to perform any work to the Premisesas a result of the exercise by Tenant of any such option.(B) If Tenant desires to exercise said option to extend the Term, then Tenant shall givenotice (the “Exercise Notice”) to Landlord, not earlier than twelve (12) months nor later than ten(10) months prior to the expiration of the First Extended Term exercising such option to extend andadvising Landlord whether Tenant elects to extend for one (1) period of three (3) years or one (1)period of five (5) years. Promptly after Landlord’s receipt of the Exercise Notice, Landlord shallprovide Landlord’s quotation to Tenant of the annual fair market rent for the Premises for theSecond Extended Term, such quotation to be based on the use of the Premises as first class officespace utilizing properties of a similar character in the Boston West Suburban market (“Landlord’sRent Quotation”). If at the expiration of thirty (30) days after the date when Landlord providessuch quotation to Tenant (the “Negotiation Period”), Landlord and Tenant have not reached agreementon a determination of an annual rental for the Second Extended Term and executed a writteninstrument extending the Term of the Lease pursuant to such agreement, then Tenant shall have theright, for thirty (30) days following the expiration of the Negotiation Period, to make a requestto Landlord (which such request shall be in writing and must be signed by an authorized officer orrepresentative of Tenant) for a broker determination (the “Broker Determination”) of the PrevailingMarket Rent (as defined in Exhibit G attached to the Original Lease) for the Second Extended Term,which Broker Determination shall be made in the manner set forth in Exhibit G attached to theOriginal Lease.(C) Upon either the agreement of the parties during the Negotiation Period on an annual fixedrent for the Second Extended Term or the timely giving of notice by Tenant to Landlord requestingthe Broker Determination, then the Lease and the Lease Term shall automatically be deemed extended,for the Second Extended Term, without the necessity for the execution of any additional documents,except that Landlord and Tenant agree to enter into an instrument in writing setting forth theAnnual Fixed Rent for the Second Extended Term as determined in the relevant manner set forth inthis Section 5; and in such event all references to the Lease Term or the term of the Lease shallbe construed as referring to the Lease Term, as so extended, unless the context clearly otherwiserequires, and except that there shall be no further option to extend the Lease Term.Notwithstanding anything contained herein to the contrary, Tenant shall only have the option toextend for either a three (3) year period or a five (5) year period and not both and in no eventshall the Lease Term hereof be extended for more than three (3) years or five (5) years (as thecase may be depending on the election made in the Exercise Notice) after the expiration of theFirst Extended Term.In the event that the parties have not agreed upon the annual rental for the Second Extended Termduring the Negotiation Period and Tenant has not timely requested the Broker Determination inaccordance with the provisions of Section 5(B) above, then Tenant shall be deemed to have waivedits right to exercise the extension option and the Term of the Lease shall expire at the end of theFirst Extended Term on July 31, 2011.
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6. (A) The Lease shall be amended to provide that for the period from August 1, 2005through July 31, 2006, Annual Fixed Rent for the portion of the Premises defined as the RemainingPremises shall be reduced so that it is payable at the annual rate of $803,771.50 (being theproduct of (i) $26.50 and (ii) the Rentable Floor Area of the Remaining Premises (being 30,331square feet)).(B) For the period from August 1, 2005 through July 31, 2006, Annual Fixed Rent for theportion of the Premises defined as the Relinquished Premises shall continue to be payable asprovided in the Lease, at the annual rate of $1,176,486.50 (being the product of (i) $33.50 and(ii) the Rentable Floor Area of the Relinquished Premises (being 35,119 square feet)).(C) For the period from August 1, 2006 through July 31, 2007, Annual Fixed Rent for theRemaining Premises shall be payable at the annual rate of $834,102.50 (being the product of (i)$27.50 and (ii) the Rentable Floor Area of the Remaining Premises (being 30,331 square feet)).(D) For the period from August 1, 2007 through July 31, 2008, Annual Fixed Rent for theRemaining Premises shall be payable at the annual rate of $864,433.50 (being the product of (i)$28.50 and (ii) the Rentable Floor Area of the Remaining Premises).(E) For the period from August 1, 2008 through July 31, 2009, Annual Fixed Rent for theRemaining Premises shall be payable at the annual rate of $894,764.50 (being the product of (i)$29.50 and (ii) the Rentable Floor Area of the Remaining Premises).(F) For the period from August 1, 2009 through July 31, 2010, Annual Fixed Rent for theRemaining Premises shall be payable at the annual rate of $925,095.50 (being the product of (i)$30.50 and (ii) the Rentable Floor Area of the Remaining Premises).(G) For the period from August 1, 2010 through the remainder of the First Extended Term,Annual Fixed Rent for the Remaining Premises shall be payable at the annual rate of $955,426.50(being the product of (i) $31.50 and (ii) the Rentable Floor Area of the Remaining Premises).(H) For the extension option period provided in Section 5 of this Second Amendment (ifexercised), Annual Fixed Rent shall be payable as provided in such Section 5.7. For the purposes of computing Tenant’s payments for operating expenses pursuant toSection 2.6 of theOriginal Lease (as amended by Section 4 of the First Amendment), Tenant’s payments for real estatetaxes pursuant to Section 2.7 of the Original Lease (as amended by Section 4 of the FirstAmendment) and Tenant’s payments for electricity (as determined pursuant to Sections 1.1, 2.5, and2.8 of the Original Lease and as amended by Section 4 of the First Amendment), for the portion ofthe Lease Term on and after the Reduction Date, the “Rentable Floor Area of the Premises” shall bereduced by the
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Rentable Floor Area of the Relinquished Premises (being 35,119 square feet) to become the RentableFloor Area of the Remaining Premises (being 30,331 square feet), with Tenant’s Share, from andafter the Reduction Date, being 12.21%. For the portion of the Lease Term prior to the ReductionDate, the “Rentable Floor Area of the Premises” shall continue to be as provided in the Lease asamended for such purposes.8. (A) For the purposes of computing Tenant’s payments for operating expensespursuant to Section 2.6 of the Lease for the portion of the Lease Term on and after the ReductionDate, the $5.50 per square foot operating expense base referred to in Section 2.6 of the Leaseshall be changed to be equal to the quotient of (a) “Landlord’s Operating Expenses” (as defined inSection 2.6 of the Lease) for calendar year 2006 (that is the period beginning on January 1, 2006and ending on December 31, 2006) divided by (b) the “Total Rentable Floor Area of the Building” (asdefined in Section 1.1 of the Lease) (“Base Operating Expenses”).For the portion of the Lease Term prior to the Reduction Date, such operating expense base shallremain unchanged for such purposes.(B) For the purposes of computing Tenant’s payments for real estate taxes pursuant to Section2.7 of the Lease for the portion of the Lease Term on and after the Reduction Date, the definitionof “Base Taxes” contained in said Section 2.7(v) of the Lease shall be deleted in its entirety andreplaced with the following:“Base Taxes” means Landlord’s Tax Expenses (hereinbefore defined) for fiscal tax year 2007, (thatis the period beginning on July 1, 2006 and ending on June 30, 2007).For the portion of the Lease Term prior to the Reduction Date, such definition shall remainunchanged for such purposes.9. Landlord shall provide to Tenant a special allowance equal to the product of (i) $7.00and (ii) the Rentable Floor Area of the Remaining Premises (being $212,317.00) (the “SecondAmendment Tenant Allowance”). The Second Amendment Tenant Allowance shall be used and applied byTenant solely on account of the cost of work performed in the Remaining Premises (“RemainingPremises Work”) by Tenant or, at Tenant’s request, by Landlord, in accordance with the terms of theLease, including without limitation alterations, upgrades, installations, replacements, renovationsand other improvements to the Remaining Premises (and specifically including communications roomair conditioning and gas fire suppression system). Provided that the Tenant (i) in the event Tenantperformed the Remaining Premises Work, has completed all of such work in accordance with the termsof this Lease, has paid for all of such Remaining Premises Work in full and has delivered toLandlord lien waivers from all persons who might have a lien as a result of such work, inrecordable forms reasonably acceptable to Landlord, (ii) in the event Tenant performed theRemaining Premises Work, has delivered to Landlord its certificate specifying the cost of suchRemaining Premises Work and all contractors, subcontractors and supplies involved with RemainingPremises
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Work, together with evidence of such cost in the form of paid invoices, receipts and the like,(iii) has satisfied the requirements of (i) and (ii) above and made request for such payment or hasinstructed Landlord to apply such monies (as the case may be) on or before July 31, 2007, (iv) isnot otherwise in default under the Lease (unless Tenant shall cure the same in connection with itsrequest for application of the applicable portion of the Second Amendment Tenant Allowance), and(v) there are no liens (unless bonded to the reasonable satisfaction of Landlord) against Tenant’sinterest in the Lease or against the Building or the Site arising out of Remaining Premises Work orany litigation relating thereto in which Tenant is a party, then within thirty (30) days after thesatisfaction of the foregoing conditions, the Landlord shall (i) in the case where Tenant hasperformed the Remaining Premises Work, pay to the Tenant the lesser of the amount of such costs socertified or the amount of the Second Amendment Tenant Allowance or (ii) in the case where Landlordperformed the Remaining Premises Work at Tenant’s request, apply the same to the cost of such work.For the purposes hereof, the cost to be so reimbursed by Landlord shall include the cost ofleasehold improvements, architects’ fees and reasonable construction supervision fees payable toLandlord but not the cost of any of Tenant’s personal property, trade fixtures or trade equipment,moving expenses or any so-called soft costs.Notwithstanding the foregoing, Landlord shall be under no obligation to apply any portion of theSecond Amendment Tenant Allowance for any purposes other than as provided in this Section 9, norshall Landlord be deemed to have assumed any obligations, in whole or in part, of Tenant to anycontractors, subcontractors, suppliers, workers or materialmen. Further, in no event shall Landlordbe required to make application of any portion of the Second Amendment Tenant Allowance on accountof any supervisory fees (except to Landlord as stated hereinabove), overhead, management fees orother payments to Tenant, or any partner or affiliate of Tenant. In the event that the SecondAmendment Tenant Allowance has not been utilized by July 31, 2007, Tenant may by notice to Landlordgiven no later than July 31, 2007, elect to apply the remainder of such Second Amendment TenantAllowance up to $50,000.00 towards Annual Fixed Rent and Additional Rent next due and owing byTenant under this Lease. Any portion of the Second Amendment Tenant Allowance in excess of$50,000.00 then remaining shall be forfeited by Tenant. Landlord shall be entitled to deduct fromthe Second Amendment Tenant Allowance an amount equal to $150.00 per hour for senior staff and$100.00 per hour for junior staff, plus third party expenses incurred by Landlord to reviewTenant’s plans and Remaining Premises Work, provided such deductions shall not exceed $2,500.00 inthe aggregate.10. Sections 2.1.1, 2.1.2 and 8.21 of the Lease are hereby deleted in their entirety and ofno further force and effect. 11. The definition of “Tenant’ s Generator” set forth in Section 2.2.2 of the Original Leaseis hereby amended to mean the two (2) existing emergency generators installed by or on behalf ofTenant and currently serving the Premises as of the date hereof. 12. Tenant acknowledges and agrees that it has utilized all of the Tenant Allowance provided
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  for in Section 3.2(C) of the Original Lease and accordingly Landlord shall have no furtherobligations with respect to the same. 13. All of Tenant’s existing signage in the Building is hereby approved by Landlord. 14. (A) It is acknowledged and agreed that Landlord is currently holding a securitydeposit in the amount of Four Hundred Thousand and 00/100 Dollars ($400,000.00) in the form of aLetter of Credit, pursuant to and in accordance with the terms and provisions of Section 8.20 ofthe Original Lease. Subject to the provisions of said Section 8.20 (as modified by this Section14), Landlord shall continue to hold the Letter of Credit as security for the performance by Tenantof its obligations under the Lease during the First Extended Term and the extension option period(if exercised).(B) Landlord shall exchange the Letter of Credit for a Letter of Credit delivered byTenant which reduces the amount secured by the Letter of Credit by Two Hundred Thousandand 00/100 Dollars ($200,000.00) so that the remaining amount secured by the Letter ofCredit shall be Two Hundred Thousand and 00/100 Dollars ($200,000.00) on August 1, 2006(the “Scheduled Reduction Date”), provided that as of such date (x) no Event of Default isthen existing and no monetary default (beyond any applicable notice and cure periodprovided in Section 7.1 of the Original Lease) has occurred within the twelve (12) monthperiod prior to the Scheduled Reduction Date (regardless of whether Tenant subsequentlypays the amounts owed after the expiration of any cure period), (y) Tenant has restoredany amounts previously applied by Landlord to Landlord’s damages arising from any defaulton the part of Tenant and (z) Tenant has satisfied the “Financial Qualifications” (ashereinafter defined). The remaining Two Hundred Thousand and 00/100 Dollars ($200,000.00)shall continue to be held by Landlord as security for performance by Tenant of itsobligations under the Lease during the First Extended Term and the extension option period(if exercised).In the event that, as of the Scheduled Reduction Date, Tenant had defaulted in any monetaryobligation (beyond any applicable notice and cure period provided in Section 7.1 of the OriginalLease) within the twelve (12) month period prior to the Scheduled Reduction Date, the reduction ofthe Letter of Credit shall be deferred for twelve (12) months from the original scheduled reduction(provided that Tenant has subsequently cured such monetary default and that all other conditions tothe reduction of the Letter of Credit have been met as of the deferred reduction date).Furthermore, in the event that, as of the Scheduled Reduction Date, Tenant was unable to satisfythe Financial Qualifications, the reduction of the Letter of Credit shall be deferred until suchtime as Tenant shall be able to satisfy the same (provided that all other conditions to thereduction of the Letter of Credit have been met as of the deferred reduction date).For the purposes hereof, the “Financial Qualifications” shall mean that: (i) Tenant shall have a liquidity (defined as the sum of cash, cash equivalents andmarketable securities as reported on Tenant’s most recent quarterly
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   financial statement filed with the Securities and Exchange Commission prior to the ScheduledReduction Date) of at least $35,000,000.00; and  (ii) Tenant shall have demonstrated profitability (defined aspositive net income as shown on Tenant’s quarterly financial statements filed with the Securities and ExchangeCommission, exclusive of stock option expenses) for the four consecutive quarters immediatelypreceding the Scheduled Reduction Date (beginning June 30, 2005 and ending June 30, 2006, assumingthat all other conditions have been satisfied in order for the Scheduled Reduction Date to occur onAugust 1, 2006).(C) If Tenant believes that it has satisfied all the conditions precedent to a reductionin the amount of the security deposit, then it shall request such reduction in writing toLandlord, which request shall certify to Landlord that all such conditions have beensatisfied. If Landlord determines that all of the aforesaid conditions are met, thesecurity deposit shall be so reduced in accordance with this Section 14. No Letter ofCredit shall automatically reduce, but any reduction in the amount thereof shall requireLandlord’s prior written notice to the issuer of the Letter of Credit of the reducedamount. Promptly after Landlord’s receipt of Tenant’s request for a reduction as describedabove, Landlord shall determine whether such a reduction is permitted in accordance withthis Section 14, and if it is, Landlord shall notify the issuer of the Letter of Credit ofthe amount to which the Letter of Credit shall be reduced.15. (A) As of the date hereof, the space on a portion of the first (1st) floorof the Building shown on Exhibit B attached hereto (such space being hereinafter referred to as the“Offer Space”) is leased to PAREXEL International LLC (the “Existing Tenant”) and Tenant (it beingacknowledged and agreed that such portion of the Offer Space as is currently occupied by Tenant isbeing vacated by Tenant as part of the Relinquished Premises in accordance with Section 1 above).Such lease with the Existing Tenant and the term thereof, including, but not limited to, theoriginal term thereof, options to extend the term thereof, any expansion options and any amendmentsthereto is hereinafter called the “Existing Lease.”   Subject to (x) the Existing Lease and the rights of the Existing Tenant thereunder, (y) the rightof Landlord to enter into an initial lease or leases with third parties with respect to thatportion of the Offer Space that is to be vacated by Tenant as part of the Relinquished Premises and(z) the right of Landlord to negotiate direct leases for all or any portion of the Offer Space withany current or future subtenants of the Offer Space (which rights in subsections (x), (y) and (z)are prior to the rights of Tenant under this Section 15, notwithstanding that amendments to theExisting Lease and/or new leases with third parties for the portion of the Offer Space beingvacated by Tenant as part of the Relinquished Premises and/or direct leases with any current orfuture subtenants of the Offer Space may be executed subsequent to the date of this SecondAmendment), Landlord agrees not to enter into a lease or leases for all or any portion of the OfferSpace during the period commencing on the date hereof and ending onSeptember 30, 2009 without firstgiving to Tenant an opportunity to lease such space as hereinafter set forth,
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provided that at any time such portion of the Offer Space becomes so available hereunder forreletting (i) there exists no Event of Default, (ii) this Lease is still in full force and effectand (iii) Tenant continues to directly lease and occupy at least 30,000 square feet of rentablefloor area in the Building. Landlord shall use reasonable efforts to keep Tenant informed of thepossibility of such space becoming so available.(B) When any portion of the Offer Space becomes available for reletting prior tomarketing the same to any other party (specifically excluding any rights of Landlord tolease or market such space as provided in Section 15(A) hereinabove), Landlord shallnotify Tenant in writing of the availability of such portion of the Offer Space and shalladvise Tenant of the business terms upon which Landlord is willing so to lease such spacewhich terms shall be based on Landlord’s good faith determination of the annual marketrent for such space. If Tenant wishes to exercise Tenant’s right of first offer or tonegotiate the business terms upon which such portion of the Offer Space is to be leased,Tenant shall do so by giving Landlord notice of Tenant’s desire to lease such space onsuch terms, or to negotiate the business terms, within ten (10) business days afterLandlord’s written notice to Tenant of the availability of such space and of such terms.If Tenant shall give such notice of its desire to lease such space on such terms, the sameshall constitute an agreement to enter into an amendment to this Lease to incorporate theapplicable portion of the Offer Space into the Premises upon the terms set forth inLandlord’s notice. If Tenant shall not so exercise such right within such ten (10)business day period, or if Tenant shall exercise its right to negotiate with Landlord andLandlord and Tenant shall be unable to negotiate in good faith the terms upon which theapplicable portion of the Offer Space is to be leased within twelve (12) business daysfollowing receipt by Landlord of Tenant’s notice, time being of the essence in respect ofeither such time period, Landlord shall be free at any time thereafter to enter into alease of such portion of the Offer Space and Tenant shall have no further rights withrespect to such previously-offered portion of the Offer Space. It is understood and agreedthat the provisions of this Section 15 shall be null and void and of no further force andeffect after September 30, 2009 (Landlord having no further obligation to offer any portionof the Offer Space to Tenant after such date).(C) If Tenant shall exercise any such right of first offer and if, thereafter, the thenoccupant of the premises with respect to which Tenant shall have so exercised such rightwrongfully fails to deliver possession of such premises at the time when its tenancy isscheduled to expire, Landlord shall use all reasonable efforts and due diligence (whichshall be limited to the commencement and prosecution thereafter of eviction proceedingsand to the payment of legal fees and other expenses reasonably associated with suchproceedings but which shall not require the taking of any appeal) to evict such occupantfrom the applicable portion of the Offer Space and to deliver possession of the applicableportion of the Offer Space to Tenant as soon as may be practicable. Commencement of theterm of Tenant’s occupancy and lease of such additional space shall, in the event of suchholding over by such occupant, be deferred until possession of the additional space isdelivered to Tenant. The failure of the then occupant of such premises to so vacate shallnot give Tenant any right to terminate the Lease or to deduct from, offset against orwithhold Annual Fixed Rent, additional rent or other charges due under the Lease (or any
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  portions thereof), provided that the obligation to pay rent with respect to such portion ofOffer Space shall not commence until the delivery of such space. 16. In no event shall Tenant have the right to terminate or cancel the Lease or towithhold rent or to set-off any claim or damages against rent as a result of any defaultby Landlord or breach by Landlord of its covenants or warranties or promises under theLease, except as otherwise expressly provided in the Lease to the contrary and except inthe case of a wrongful eviction of Tenant from the demised premises (constructive oractual) by Landlord continuing after notice to Landlord thereof and a reasonableopportunity for Landlord to cure the same. Further, except as otherwise expressly providedin the Lease to the contrary, the Tenant shall not assert any right to deduct the cost ofrepairs or any monetary claim against the Landlord from rent thereafter due and payable,but shall look solely to the Landlord for satisfaction of such claim. 17. (A) As an inducement to Landlord to enter into this Second Amendment, Tenant herebyrepresents and warrants that: (i) Tenant is not, nor is it owned or controlled directly orindirectly by, any person, group, entity or nation named on any list issued by the Office ofForeign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant toExecutive Order 13224 or any similar list or any law, order, rule or regulation or any ExecutiveOrder of the President of the United States as a terrorist, “Specially Designated National andBlocked Person” or other banned or blocked person (any such person, group, entity or nation beinghereinafter referred to as a “Prohibited Person”); (ii) Tenant is not (nor is it owned, controlled,directly or indirectly, by any person, group, entity or nation which is) acting directly orindirectly for or on behalf of any Prohibited Person; and (iii) Tenant (any person, group, orentity which Tenant controls, directly or indirectly) has not conducted nor will conduct businessnor has engaged nor will engage in any transaction or dealing with any Prohibited Person, includingwithout limitation any assignment of the Lease or any subletting of all or any portion of thePremises or the making or receiving of any contribution or funds, goods or services to or for thebenefit of a Prohibited Person. In connection with the foregoing, it is expressly understood andagreed that (x) any breach by Tenant of the foregoing representations and warranties shall bedeemed an immediate Event of Default by Tenant under Section 7.1 of the Lease (without the benefitof notice or grace) and shall be covered by the indemnity provisions of Section 5.7 of the Lease,and (y) the representations and warranties contained in this subsection shall be continuing innature and shall survive the expiration or earlier termination of the Lease. Notwithstandinganything contained herein to the contrary, for the purposes of this subsection (A) the phrase“owned or controlled directly or indirectly by any person, group, entity or nation” and all similarsuch phrases shall not include (x) any shareholder owning an interest of five percent (5%) or lessin Tenant or (y) any holder of a direct or indirect interest in a publicly traded company whoseshares are listed and traded on a United States national stock exchange.(B) As an inducement to Tenant to enter into this Second Amendment, Landlord
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  hereby represents and warrants that: (i) Landlord is not, nor is it owned or controlleddirectly or indirectly by, any person, group, entity or nation named on any list issued by theOffice of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuantto Executive Order 13224 or any similar list or by any law, order, rule or regulation or anyExecutive Order of the President of the United States as a terrorist, “Specially DesignatedNational and Blocked Person” or other banned or blocked person (any such person, group, entity ornation being hereinafter referred to as a “Prohibited Person”); (ii) Landlord is not (nor is itowned or controlled, directly or indirectly, by any person, group, entity or nation which is)acting directly or indirectly for or on behalf of any Prohibited Person; and (iii) neither Landlord(nor any person, group, entity or nation which owns or controls Landlord, directly or indirectly)has conducted or will conduct business or has engaged or will engage in any transaction or dealingwith any Prohibited Person, including without limitation the making or receiving of anycontribution of funds, goods or services to or for the benefit of a Prohibited Person. Inconnection with the foregoing, is expressly understood and agreed that the representations andwarranties contained in this subsection shall be continuing in nature and shall survive theexpiration or earlier termination of this Lease. Notwithstanding anything contained herein to thecontrary, for the purposes of this subsection (B) the phrase “owned or controlled directly orindirectly by any person, group, entity or nation” and all similar such phrases shall not include(x) any shareholder of Boston Properties, Inc., (y) any holder of a direct or indirect interest ina publicly traded company whose shares are listed and traded on a United States national stockexchange or (z) any limited partner, unit holder or shareholder owning an interest of five percent(5%) or less in Boston Properties Limited Partnership or the holder of any direct or indirectinterest in Boston Properties Limited Partnership. 18. (A) Tenant warrants and represents that Tenant has not dealt with any broker inconnection with the consummation of this Second Amendment other than Cresa Partners (“Cresa”); andin the event any claim is made against Landlord relative to dealings by Tenant with brokers otherthan Cresa, Tenant shall defend the claim against Landlord with counsel of Tenant’s selection firstapproved by Landlord (which approval will not be unreasonably withheld) and save harmless andindemnify Landlord on account of loss, cost or damage which may arise by reason of such claim.(B) Landlord warrants and represents that Landlord has not dealt with any broker other thanCresa in connection with the consummation of this Second Amendment; and in the event any claim ismade against Tenant relative to dealings by Landlord with brokers, Landlord shall defend the claimagainst Tenant with counsel of Landlord’s selection first approved by Tenant (which approval willnot be unreasonably withheld) and save harmless and indemnify Tenant on account of loss, cost ordamage which may arise by reason of such claim. Landlord shall be responsible for the payment ofthe commission owed to Cresa in connection with this Second Amendment.19. Except as otherwise expressly provided herein, all capitalized terms used herein withoutdefinition shall have the same meanings as are set forth in the Lease.
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20. Except as herein amended the Lease shall remain unchanged and in full force andeffect. All references to the “Lease” shall be deemed to be references to the Original Lease asamended by the Letter Agreement, First Amendment and as herein amended.WITNESS the execution hereof under seal as of the day and year first above written.               LANDLORD:               WITNESS: BOSTON PROPERTIESLIMITED PARTNERSHIP             /s/Stacey A. Baker By: BOSTON PROPERTIES, INC.,        its general partner                   By: /s/ David C. Provost                   Name: David C. Provost        Title: Senior Vice President          Boston Properties                 TENANT:               ATTEST: IONA TECHNOLOGIES, INC.             By*:* /s/ Christopher Mirabile By: /s/ Peter M. Zotto           Name: Christopher Mirabile Name: Peter M. Zotto  Title: Secretary Title:  CEO          Hereto duly authorized                 By:                   Name:        Title:  Treasurer or Assistant Treasurer        Hereto duly authorized