Exhibit 10.1
SUBLEASE AGREEMENT
This Sublease Agreement (this "Sublease"), made as of the 9th day of December,
2008, by and between EXACT SCIENCES CORPORATION, a Delaware corporation, having
an office at 100 Campus Drive, Marlborough, Massachusetts (hereinafter referred
to as "Sublandlord"), and QTEROS, INC., a Delaware corporation having an office
at 100 Venture Way, Hadley, Massachusetts 01035 (hereinafter referred to as
"Subtenant");
W I T N E S S E T H :
WHEREAS, pursuant to that certain Office Lease, dated January 23, 2003, executed
by and between Marlborough Campus Limited Partnership, a Massachusetts limited
partnership (hereinafter referred to as "Marlborough Campus"), as Landlord, and
Sublandlord, as Tenant, as amended by that certain First Amendment to Lease
dated August 28, 2003, and that certain Second Amendment to Lease dated
January 20, 2005 (as amended, the "Overlease"), Marlborough Campus leased to
Sublandlord certain premises located at 100 Campus Drive, Marlborough,
Massachusetts (hereinafter referred to as the "Building"), upon and subject to
the terms and conditions set forth in the Overlease a copy of which is attached
hereto as Exhibit E, and incorporated herein by reference;
WHEREAS, Bel Marlborough I, LLC (hereinafter referred to as "Overlandlord") is
the current owner of the Building and the successor in interest to the rights
and obligations of Marlborough Campus as Landlord under the Overlease; and
WHEREAS, Subtenant desires to sublet the Premises (defined below) from
Sublandlord, and Sublandlord desires to sublet said Premises to Subtenant, upon
and subject the terms and conditions set forth below, and pursuant to the terms
of that certain Tri-Party and Consent Agreement between Overlandlord, Subtenant,
and Sublandlord dated as of the date hereof (the "Tri-Party Agreement"),
Overlandlord is willing to consent to such sublet and enter into a
non-disturbance agreement with Subtenant in connection therewith;
NOW, THEREFORE, the parties hereto, for themselves, their successors and
assigns, mutually covenant and agree as follows:
1.
CAPITALIZED TERMS.
ANY CAPITALIZED TERMS NOT OTHERWISE DEFINED
IN THIS SUBLEASE SHALL HAVE THE MEANINGS ASCRIBED THERETO IN THE OVERLEASE.
2.
DEMISE AND USE OF PREMISES.
SUBLANDLORD DOES HEREBY SUBLEASE TO
SUBTENANT, AND SUBTENANT DOES HEREBY SUBLEASE FROM SUBLANDLORD, FOR THE TERM AND
UPON THE CONDITIONS HEREINAFTER PROVIDED, A PORTION OF THE PREMISES LEASED TO
SUBLANDLORD UNDER THE TERMS OF THE OVERLEASE, CONSISTING OF 25,537 SQUARE FEET
OF RENTABLE AREA CONSTITUTING SUBSTANTIALLY ALL OF THE SIXTH (6TH) FLOOR OF THE
BUILDING MORE PARTICULARLY DELINEATED ON EXHIBIT A ATTACHED HERETO AND MADE PART
HEREOF (THE "PREMISES"), TOGETHER WITH THE RIGHT TO USE THE COMMON AREAS AND
FACILITIES AS CONTEMPLATED BY SECTION 1.3 OF THE OVERLEASE.
SUBJECT TO THE
PROVISIONS OF SECTION 35 OF THIS SUBLEASE, SUBTENANT SHALL USE THE PREMISES FOR
THE PURPOSES SET FORTH IN SECTION 7 OF THE "SUMMARY OF BASIC LEASE INFORMATION"
ATTACHED TO AND MADE A PART OF THE OVERLEASE, AND FOR A
WET LAB PILOT PLANT FOR THE FERMENTATION OF BIOMASS TO ETHANOL, AND IN
CONNECTION THEREWITH SHALL BE PERMITTED TO USE ALL CHEMICALS AND GASES SET FORTH
ON EXHIBIT C, ATTACHED