DEPOSIT SHALL BE APPLIED PURSUANT TO SECTIONS 21.1 AND 21.2 OF THE OVERLEASE,
WHICH ARE INCORPORATED HEREIN BY REFERENCE, WITH THE ADDITIONAL AMENDMENTS
THERETO STATED IN THIS SECTION 8.
THE FIRST SENTENCE OF SECTION 21.1 OF THE
OVERLEASE IS HEREBY AMENDED BY DELETING THE FOLLOWING CLAUSE: "IN THE AMOUNT SET
FORTH IN THE SUMMARY".
THE FIFTH SENTENCE OF SECTION 21.2 OF THE OVERLEASE IS
HEREBY DELETED IN ITS ENTIRETY.
SUBTENANT SHALL BEAR ALL COSTS ASSOCIATED WITH
THE INITIAL ISSUANCE, RENEWAL, OR TRANSFER OF THE LOC UNTIL THE TERMINATION
DATE.
THE LAST SENTENCE OF SECTION 21.2(I) OF THE OVERLEASE IS HEREBY AMENDED
BY REPLACING "AUGUST 15, 2004" WITH "SEPTEMBER 15, 2010."
THE TEXT OF THE
CERTIFICATE REFERENCED IN SECTION 21.2(III) OF THE OVERLEASE IS HEREBY DELETED
AND REPLACED IN ITS ENTIRETY WITH THE FOLLOWING:
"THE UNDERSIGNED IN ENTITLED
TO DRAW ON THIS LETTER OF CREDIT PURSUANT TO THAT CERTAIN SUBLEASE AGREEMENT
DATED AS OF DECEMBER 9TH, 2008 BETWEEN EXACT SCIENCES CORPORATION, SUBLANDLORD,
AND QTEROS, INC., SUBTENANT, AS AMENDED FROM TIME TO TIME."
9.
INSURANCE AND WAIVER OF SUBROGATION.
DURING THE TERM HEREOF,
SUBTENANT SHALL OBTAIN AND MAINTAIN ALL INSURANCE TYPES AND COVERAGE AS
SPECIFIED IN THE OVERLEASE TO BE OBTAINED AND MAINTAINED BY SUBLANDLORD, AS
LESSEE, IN AMOUNTS NOT LESS THAN THOSE SPECIFIED IN THE OVERLEASE.
DURING THE
TERM HEREOF, SUBLANDLORD SHALL CONTINUE TO MAINTAIN ALL INSURANCE TYPES AND
COVERAGE AS SO SPECIFIED IN SECTION 10.3 OF THE OVERLEASE.
ALL SUCH POLICIES OF
INSURANCE MAINTAINED BY SUBTENANT SHALL NAME OVERLANDLORD AND SUBLANDLORD AS
ADDITIONAL INSUREDS AND OVERLANDLORD'S LENDER AS A LOSS PAYEE THEREUNDER AND ALL
SUCH POLICIES OF INSURANCE MAINTAINED BY SUBLANDLORD SHALL NAME SUBTENANT AS
ADDITIONAL INSURED IN ADDITION TO OVERLANDLORD AND OVERLANDLORD'S LENDER.
SUBTENANT'S INSURANCE SHALL BE PRIMARY OVER OVERLANDLORD'S AND SUBLANDLORD'S
INSURANCE WITH RESPECT TO THE PREMISES, EXCEPT THAT SUBLANDLORD'S INSURANCE
SHALL BE PRIMARY FOR THE FREEZER FARM, AS DEFINED IN SECTION 30(B) BELOW, UNTIL
THE OCCURRENCE OF THE FREEZER FARM VACATE DATE, AND SUBLANDLORD'S INSURANCE
SHALL BE PRIMARY FOR THE LICENSED OFFICE SPACE UNTIL SUCH TIME AS SUBLANDLORD
HAS COMPLETELY VACATED SAID LICENSED OFFICE SPACE; NOTWITHSTANDING THE
FOREGOING, SUBLANDLORD SHALL CONTINUE TO MAINTAIN ALL INSURANCE COVERAGES
REQUIRED UNDER THE OVERLEASE.
NOTWITHSTANDING THE FOREGOING OR ANY OTHER
PROVISION CONTAINED HEREIN TO THE CONTRARY, SUBLANDLORD AND SUBTENANT EACH
HEREBY WAIVE ANY AND ALL CLAIMS THEY MAY HAVE AGAINST EACH OTHER IN CONNECTION
WITH ANY LOSSES OR DAMAGE THEY MAY SUFFER WHICH ARE CAUSED BY THE OTHER PARTY,
TO THE EXTENT THAT SUCH LOSSES OR DAMAGE ARE COVERED BY THE INJURED PARTY'S
INSURANCE, AND SUBLANDLORD AND SUBTENANT EACH AGREE TO OBTAIN, FROM THEIR
RESPECTIVE INSURERS, A PROVISION ACKNOWLEDGING THIS WAIVER AND AGREEING THAT
THEIR RESPECTIVE INSURANCE CARRIERS WILL NOT BE SUBROGATED TO THE RIGHTS OF THE
INJURED PARTY TO THE EXTENT THAT THESE RIGHTS HAVE BEEN WAIVED.
10.
INDEMNIFICATION OF THE OVERLANDLORD, SUBLANDLORD AND SUBTENANT.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS SUBLEASE OR THE OVERLEASE TO THE
CONTRARY:
(A)
SUBTENANT WILL SAVE OVERLANDLORD AND SUBLANDLORD HARMLESS, AND
WILL EXONERATE