Exhibit 10.1
SUBLEASE AGREEMENT
This Sublease Agreement (this "Sublease"), made as of the 20th day of November,
2007, by and between EXACT Sciences Corporation, a Delaware corporation, having
an office at 100 Campus Drive, Marlborough, Massachusetts (hereinafter referred
to as "Sublandlord"), and INTRINSIX Corp., a Massachusetts corporation having an
office at 100 Campus Drive, Marlborough, Massachusetts (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 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 Limited Partnership, a Massachusetts limited partnership
(hereinafter referred to as "Overlandlord"), leased to Sublandlord, as lessee,
approximately 11,834 square feet of rentable area on the second floor and
approximately 25,537 square feet of rentable area on the sixth floor of Building
#1 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 C; and
WHEREAS, Subtenant desires to sublet a portion of the Premises from Sublandlord
upon the terms and conditions hereinafter set forth.
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.
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 CONSISTING OF 11,834
SQUARE FEET OF RENTABLE AREA ON THE SECOND (2ND) FLOOR OF THE BUILDING (THE
"PREMISES") MORE PARTICULARLY DELINEATED ON EXHIBIT A ATTACHED HERETO AND MADE
PART HEREOF, TOGETHER WITH THE RIGHT TO USE THE COMMON AREAS AND FACILITIES AS
CONTEMPLATED BY SECTION 1.3 OF THE OVERLEASE.
3.
­CONDITION OF THE PREMISES.
SUBTENANT REPRESENTS THAT IT HAS
THOROUGHLY EXAMINED THE BUILDING AND THE PREMISES AND THAT THE SAME ARE ACCEPTED
BY SUBTENANT IN THEIR "AS IS", "WHERE IS" CONDITION EXISTING ON THE DATE OF THIS
SUBLEASE.
4.
­TERM.
THE TERM OF THIS SUBLEASE SHALL COMMENCE ON DECEMBER 15,
2007, OR SUCH LATER DATED UPON WHICH SUBLANDLORD IS ABLE TO DELIVER POSSESSION
OF THE SUBLET PREMISES TO THE SUBTENANT (THE "TERM COMMENCEMENT DATE"), AND
SHALL END ON JULY 31, 2010, OR ON SUCH EARLIER DATE UPON WHICH SAID TERM MAY
EXPIRE OR BE TERMINATED PURSUANT TO ANY OF THE CONDITIONS OR LIMITATIONS OR
OTHER PROVISIONS OF THIS SUBLEASE OR PURSUANT TO LAW (WHICH DATE FOR THE
TERMINATION
OF THE TERM HEREOF SHALL HEREAFTER BE CALLED THE "TERMINATION DATE").
SUBTENANT
SHALL HAVE NO OPTIONS TO EXTEND OR RENEW THE TERM HEREOF.
5.
­YEARLY BASE RENT.
THE SUBTENANT SHALL PAY FROM AND AFTER THE
TERM COMMENCEMENT DATE TO THE SUBLANDLORD, AS YEARLY BASE RENT, THE SUM OF
$266,265 PAYABLE IN EQUAL