Sample Business Contracts

Basic Rent:

        3.1.1.    Lease Year Defined.    The term "Lease Year" shall mean the period running from the Lease Commencement Date to the first anniversary of the Rent Commencement Date and thereafter a Lease Year shall mean the successive year-long period commencing on an anniversary of the Rent Commencement Date.

        3.1.2.    Late Payments, Additional Rent.    If any installment of Rent is not received by Landlord by the tenth day after the due date then, in such event, as a late charge and as other additional rent hereunder, Tenant shall pay to Landlord, together with such installment or payment, the following amounts (collectively, the "Late Payment Penalty"): (i) an amount equal to five percent of the installment of Rent that was not paid when due, and (ii) interest on the unpaid installment or payment at the Involuntary Rate, computed from the due date through the date that the installment or payment is received by Landlord. Tenant shall not be required, however, to pay interest at a rate prohibited by applicable law.

        3.1.3.    Other Additional Rent.    Unless otherwise expressly stated herein, all payments due to Landlord from Tenant under this Lease, other than Basic Rent and Additional Rent, are deemed to be "other additional rent." Wherever in this Lease payments due Landlord from Tenant are other additional rent, the same shall be due and payable in full on the next Rent Payment Day except that one-time or non-recurring items that are charged as other additional rent shall be due on the later to occur of thirty days after the date of written demand or the next Rent Payment Date, unless otherwise expressly stated.

Notwithstanding reference in this Section 3.2 or in any other provision of this Lease to a cost, expense, or disbursement paid by or incurred by Landlord, Landlord shall have no obligation to incur the cost (or to perform the work with regard thereto) unless specifically and expressly set forth in this Lease.

        3.2.1.    Expense Allocation Proration.    The Expense Allocation will be prorated for any partial Cost Year occurring within the Lease Term, or that exists as a result of the earlier termination of this Lease.

        3.2.2.    Complex Operating Costs Defined.    "Complex Operating Costs" shall include, without limitation, all expenses, costs, and disbursements of every kind and nature (and taxes thereon (excluding any income taxes) that Landlord shall pay or become obligated to pay during the Cost Year in question) in connection with (i) the repair, safety, management, ownership, operation, cleaning, equipping, protecting, insuring, lighting, repainting, and maintenance of the Common Facilities, including the Parking Garage and the management office, but exclusive of the Building and exclusive of the other buildings in the Complex; (ii) the cost of operating any amenities in the Complex available to all tenants of the Complex, including, without limitation, transportation services, and the Art/Theater Center, and any subsidy provided by Landlord for or with respect to any such amenity; and (iii) the cost to maintain and repair buildings within the Complex that are used exclusively by or partially in common by all tenants or by Landlord or Landlord's agents in the management of the Complex, including, without limitation, the Parking Garage, and the management office. Complex Operating Costs include the following expenses, costs, expenditures, and disbursements as calculated and allocated by Landlord: salaries, wages, and bonuses paid to, and any hospitalization, medical, surgical, union, and general welfare benefits, group life insurance, pension, retirement, or life insurance plans, and other benefits or similar expenses (collectively, "Wages") relating to employees of Landlord (or employees, agents, contractors, subcontractors, or others whose Wages are chargeable to Landlord) engaged in the operation, repair, safety, management, security, or maintenance of the Complex or in the provision of any services provided to tenants or occupants of the Complex, and social security, unemployment insurance contributions, and other payroll taxes and disability and workmen's compensation coverage imposed by any governmental law or regulation, union contract, or otherwise, with respect to such employees; the cost of any management office maintained by Landlord or Landlord's agents with respect to the management of the Complex; the cost of gas, steam, water, sewer, heat, air

conditioning, ventilation, and other fuel and utilities, and the cost of electricity and lighting furnished to the common areas of the Complex; the cost incurred by Landlord in connection with any change of any company providing electricity service, including maintenance, repair, installation, and service costs associated therewith; the cost, premiums, and charges for public liability, property damage, fire and extended coverage, rent, liquor liability, fidelity, worker's compensation, boiler, plate glass, and any other insurance carried by Landlord with respect to the Complex; and the costs of snow, ice, trash, and rubbish removal; the cost of exterior landscaping, lawn mowing, hedge trimming, fertilizing, replacing shrubs and other vegetation, seeding, weeding, sodding, watering, and caring for the Complex; and the cost of cleaning, repairing, maintaining, and replacing any sidewalks, driveways, and curbs adjacent to the Complex; the cost of hand tools and other movable equipment used in the operation, cleaning, repair, safety, management, security, or maintenance of the Complex (collectively, the "Tool Expense"), provided that if the cost of all or any portion of the Tool Expense should, in accordance with generally accepted accounting principles, be depreciated or amortized rather than expended in the Cost Year incurred, the Tool Expense or such portion thereof, shall be depreciated or amortized, as the case may be, on a straight-line basis over an appropriate period selected by Landlord, with an interest factor equal to the Prime Rate plus two percentage points (2.00%) existing at the time the Tool Expense or such portion is incurred; the cost of rental of any tools and equipment; the cost of all repair, and cleaning supplies and materials; the cost of uniforms, work clothes, and laundering and dry cleaning; and the cost of telephone, computing, copying, office supplies, and stationery; the cost of cleaning, guard, watchman, security personnel, security service, or security system for the Complex; the cost of all management, maintenance, alarm service, janitorial, elevator maintenance, window cleaning, rubbish removal, landscaping service, and other service agreements; and the charges of independent contractors and consultants performing work included within this definition of Complex Operating Costs, including any contractors or consultants performing work with respect to the furnishing of electrical energy to the Complex or the computation of the cost thereof; reasonable and customary management fees as may be charged by Landlord or Landlord's managing agent; legal, accounting (including data processing charges), auditing, and other professional fees and disbursements incurred in connection with the ownership, operation, and management of the Complex; the cost of applying for and pursuing abatements of Real Estate Taxes; local association fees and dues; and the costs of obtaining licenses and permits and making required filings with governmental and financing entities; and the cost of capital expenditures for the common areas of the Complex made by reason of any Legal Requirement or any Insurance Requirement, and the cost of capital expenditures for the common areas of the Complex made that are intended or expected to reduce or moderate the Complex Operating Costs may be added into Complex Operating Costs for the Cost Year in which incurred and in subsequent Cost Years, by amortization on a straight-line basis over the estimated useful life of such item as reasonably determined by Landlord in accordance with sound accounting procedures, consistently applied, in effect at the time the capital expenditure is incurred, with an interest factor equal to the Prime Rate plus two percentage points (2.00%) existing at the time of the expenditure. Notwithstanding the foregoing sentence, if Landlord reasonably concludes on the basis of engineering estimates that a particular capital expenditure will effect savings in Complex Operating Costs including, without limitation, energy-related costs, and that such projected savings will, on an annual basis ("Complex Projected Annual Savings"), exceed the amortization or depreciation of such capital expenditure computed as aforesaid, then and in such events, for the purposes of determining Complex Operating Costs, the depreciation or amortization of such capital expenditure shall be accelerated to reflect an annual amount equal to the Complex Projected Annual Savings; and in such circumstances, the increased depreciation or amortization (in the amount of the Complex Projected Annual Savings) shall be made for such period of time as it would take to fully amortize the cost of the capital item in question, together with interest as aforesaid. The allocation of Complex Operating Costs among the various buildings in the Complex shall be on the basis of the ratio of

the total rentable square feet of each building in the Complex to the Rentable Square Feet of the Complex. For purposes of this Lease, the rentable square feet of the Building shall be 10,993 rentable square feet, and shall not be subject to adjustment.

        3.2.3.    Building Operating Costs Defined.    "Building Operating Costs" shall include, without limitation, all expenses, costs, and disbursements of every kind and nature (and taxes thereon (excluding any income taxes) that Landlord shall pay or become obligated to pay during the Cost Year in question) in connection with the repair, safety, management, ownership, operation, cleaning, equipping, protecting, and maintenance of the Building. Building Operating Costs include the cost of capital expenditures for the Building made by reason of any Legal Requirement or any Insurance Requirement, and the cost of capital expenditures made that are intended or expected to reduce or moderate the Building Operating Costs may be added into Building Operating Costs for the Cost Year in which incurred and in subsequent Cost Years, by amortization on a straight-line basis over the estimated useful life of such item as reasonably determined by Landlord in accordance with sound accounting procedures, consistently applied, in effect at the time the capital expenditure is incurred, with an interest factor equal to the Prime Rate plus two percentage points (2.00%) existing at the time of the expenditure. Notwithstanding the foregoing sentence, if Landlord reasonably concludes on the basis of engineering estimates that a particular capital expenditure will effect savings in Building Operating Costs including, without limitation, energy-related costs, and that such projected savings will, on an annual basis ("Building Projected Annual Savings"), exceed the amortization or depreciation of such capital expenditure computed as aforesaid, then and in such events, for the purposes of determining Building Operating Costs, the depreciation or amortization of such capital expenditure shall be accelerated to reflect an annual amount equal to the Building Projected Annual Savings; and in such circumstances, the increased depreciation or amortization (in the amount of the Building Projected Annual Savings) shall be made for such period of time as it would take to fully amortize the cost of the capital item in question, together with interest as aforesaid. A portion of Complex Operating Costs shall be included in Building Operating Costs in accordance with Section 3.2.2, provided that no cost shall be counted in both Complex Operating Costs and in Building Operating Costs.

        3.2.4.    Exclusions from Operating Costs.    Notwithstanding anything to the contrary set forth in the Lease, neither Complex Operating Costs nor Building Operating Costs (collectively, "Operating Costs") shall include the following:

        3.2.5.    Method of Payment.    Payment of the Expense Allocation is described below.

        3.2.6.    Record Keeping.    Landlord shall keep full and accurate books of account covering Operating Costs, and the Annual Operating Statement shall accurately reflect same and Tenant's share thereof. The books of account and all supporting documents shall be retained by Landlord for a period of at least one year after the delivery to Tenant of each Annual Operating Statement. Unless Tenant sends Landlord Tenant's Audit Notice in compliance with Section 3.2.7, then Tenant shall be deemed to have waived its right to object to the calculation of Expense Allocation for the year in question and the calculation of the Expense Allocation set forth on such statement shall be final.

        3.2.7.    Inspection and Audit Rights.    Upon Tenant's written request given within sixty after Landlord delivers to Tenant the Annual Operating Statement ("Tenant's Audit Notice"), Tenant shall have the right to inspect or audit Landlord's books of account and all supporting documents with respect to matters set forth in the Annual Operating Statement. No audit or inspection shall extend to periods of time before the Lease Commencement Date. Tenant's audit or inspection shall commence no later than sixty days after Tenant's Audit Notice, and shall be conducted only at Landlord's offices or the offices of Landlord's property manager during business hours reasonably designated by Landlord and shall be completed no later than 120 days after Tenant's Audit Notice. Tenant shall pay all costs of such audit or inspection. An audit may be made only by a firm first approved by Landlord, which approval shall not be unreasonably withheld. As a condition to performing any such inspection or audit, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form reasonably acceptable to Landlord, agreeing to keep confidential any information that it discovers about Landlord, the Buildings or the Complex in connection with such examination. Tenant may not conduct an inspection or have an audit performed under this Section 3.2.7 more than once with respect to any Fiscal Year. Landlord shall keep full and accurate books of account covering the Building Operating Costs and the Annual Operating Statement shall accurately reflect same and Tenant's share thereof.

        (a)   "Tax Year" means the tax fiscal year commencing on July 1 and ending on the following June 30. If a taxing authority imposing real estate taxes adopts some other tax fiscal year, the term "Tax Year" shall, as to that taxing authority, mean such adopted tax fiscal year, and appropriate adjustments shall be made by Landlord and Tenant with respect to the transition period.

        (b)   "Base Tax Year" means the tax Fiscal Year commencing on July 1, 2005 and ending on June 30, 2006.

        (c)   "Real Estate Taxes" means, as to any given Tax Year, the total of all taxes (excluding any succession, transfer, or gift taxes and any income taxes, franchise taxes, any taxes on rentals, inheritance taxes, estate taxes, excise taxes, capital stock taxes, and excluding any penalties or interest incurred by Landlord due to Landlord's failure to make timely payment of Real Estate Taxes) and assessments, water, sewer, and other rents, rates, charges, excises, levies, fees, and all other charges, that are for the Tax Year levied, assessed, or imposed by any governmental authority, upon, against or with respect to the Complex including the buildings in the Complex, the Parking Garage, and the land and common areas of the Complex or rentals, use, or occupancy of the same and, as to any of the same for the first time levied, assessed, or imposed in the future, whether they are in replacement, substitution, or addition of or to Real Estate Taxes theretofore in effect. Landlord agrees to cause betterment assessments to be paid over the longest period permitted by law, and, as to such betterment assessments, only installments (together with any interest thereon) coming due during the Tax Year in question shall be added into "Real Estate Taxes" for such Tax Year. If during any Tax Year, Landlord makes payments as calculated under that certain "Memorandum of Understanding with respect to Payment In Lieu of Taxes," between the Town of Watertown and Landlord dated as of July 1, 2002, as the same may be amended (the "MOU"), Real Estate Taxes shall mean the aggregate payment made by Landlord under the MOU in such Tax Year, provided that the Base Tax Year also includes the aggregate payment made by Landlord under the MOU in the Base Tax Year. It is understood and agreed that the MOU currently provides for an annual increase of three percent (3%).

        (d)   "Tenant's Tax Share" 1.4792% (the percentage calculated by dividing the rentable square feet of the Premises (10,993) by the Rentable Square Feet of the Complex (743,176)). Tenant's Tax Share shall be adjusted proportionately if the Rentable Square Feet of the Complex is increased or decreased. Tenant's Tax Share shall not be adjusted if the rentable square feet of the Premises is increased or decreased.

        (e)   "Tax Reimbursement" shall mean with respect to each Tax Year during the Lease Term after the Base Tax Year, an amount equal to Tenant's Tax Share of the increase in Real Estate Taxes for such Tax Year over Real Estate Taxes for the Base Tax Year.

        5.1.1.    Rent and other Payments; Independent Covenant.    Tenant covenants to pay when due (without any offset, deduction, or abatement whatever, except as provided in this Lease in §8.2.3, and §9.2.2) the Rent, including all charges for electricity and other utilities and services that are delivered or attributable to the Premises. The foregoing covenant of Tenant is an independent covenant and Tenant shall have no right to withhold or abate any payment of Rent or other payment, except as provided in this Lease in §8.2.3, and §9.2.2, or to set off any amount against the Rent or other payment then due and payable, or to terminate this Lease, because of any breach or alleged breach by Landlord of this Lease. Tenant hereby acknowledges and agrees that it has been represented by counsel of its choice and has participated fully in the negotiation of this Lease, that Tenant understands that the remedies available to Tenant in the event of a default by Landlord may be more limited than those that would otherwise be available to Tenant under the common law in the absence of certain provisions of this Lease, and that the so-called "dependent covenants" rule as developed under the common law (including, without limitation, the statement of such rule as set forth in the Restatement (Second) of Property, Section 7.1) shall not apply to this Lease or to the relationship of landlord and tenant created hereunder.

        5.1.2.    Care of Premises.    Damage by fire, other casualty, eminent domain, and reasonable wear and use excepted, Tenant covenants to keep the Premises substantially in as good order, repair, and condition as the same are in at the commencement of the Initial Lease Term, or may, in accordance with the terms of this Lease, be put in thereafter; to keep the Premises clean and neat; and to conform to Landlord's reasonable requests from time to time relating to the appearance of the Premises, such requests to be reasonably consistent with keeping the appearance of the Premises to the general standard of the Complex. The exception of reasonable wear and use contained in this Section 5.1.2 shall not be construed to permit Tenant to maintain the Premises in anything less than good, serviceable, and tenantable condition, damage by fire, other casualty or eminent domain excepted. Tenant covenants to take good care of the Premises and the fixtures and appurtenances therein, including the Building Systems and Structural Components, and to keep the Premises in a safe and sanitary condition. Tenant is not required to make repairs, alterations, or replacements to the Existing HVAC System or Structural Components, except that if such repairs, alterations, or replacements are required due to (i) Tenant's negligence or wrongful acts or omissions, or (ii) the fact that Tenant has caused or permitted use of or damage to Building Systems in violation of Legal Requirements or Insurance Requirements, then in either such case Landlord may cause such repairs, alterations, or replacements to be performed at Tenant's sole expense. Tenant is required to make, at Tenant's sole expense, all repairs, alterations, and replacements to any Building Systems that are installed by Tenant or at Tenant's direction, regardless of the event occasioning the need therefore, except to the extent arising from any omission, fault, negligence, or other misconduct of Landlord or of Landlord's agents, contractors or employees.

        5.1.3.    Glass.    Damage by fire or other insured casualty excepted, Tenant covenants to keep all interior glass of within the Premises, if any, including that in windows and doors, whole and in good condition, and to replace promptly any glass that Tenant may damage or break with glass of the same quality.

        5.1.4.    Yielding Up of Premises on Termination or Expiration, Security Interests.    Tenant covenants that at the expiration or earlier termination of this Lease, Tenant shall (A) promptly remove (i) Tenant's personal property, goods and effects, (including any signage installed by Tenant or at Tenant's direction); and (ii) benches, sinks, or fume hoods installed at Tenant's sole cost and expense (collectively, "Tenant's Lab Equipment"), unless Tenant obtains Landlord's prior written consent to leave Tenant's Lab Equipment at the Premises; and (B) peaceably yield up immediately the Premises (together with any additions and improvements made thereto, except for items removed by Tenant in accordance with the terms of this Lease), clean and in compliance with Section 5.1.25.1, and in good order, repair, and condition, damage by fire, other casualty, eminent domain and reasonable wear and use (as described in Section 5.1.2) excepted. All alterations and fixtures shall be left in the Premises at the expiration of the Lease Term, except that with respect to alterations installed by Tenant pursuant to 5.1.9, Landlord may, at the time of approval of such alterations, require removal of such alterations, and with respect to alterations installed as part of Tenant's Work, Landlord may require removal of such alterations by the terms of Landlord's Approval Letter (see Exhibit F). If removal of any alterations or fixtures or any of Tenant's other goods, effects, personal property or signage causes any damage to the Premises, Tenant shall promptly repair same, or, at Landlord's election, pay to Landlord money sufficient to cover the cost (as reasonably estimated by Landlord) for restoring the Premises. All goods, effects, or personal property remaining in or on the Premises after the Tenant vacates the Premises or after the termination or expiration of this Lease (whichever first occurs) shall be deemed abandoned, and Landlord shall have the right to remove same at Tenant's expense and use, sell, or destroy same as Landlord may elect. Tenant shall not grant security interests in any alterations or fixtures.

        5.1.5.    Overloading, Nuisance, Flammables, Increase in Insurance Premiums.    Tenant covenants not to injure, overload the capacity of the Building Systems and Structural Components, or deface the Premises, the Building or any part of the Complex, nor permit on the Premises any flammable fluids or chemicals, except for the Permitted Hazardous Materials per Section 5.1.25, or any nuisance or emission from the Premises of any objectionable noise or odor, nor permit any use of the Premises that is improper, contrary to law or ordinance, or liable to invalidate (or increase the premiums for) any insurance on the Building or its contents or liable to render necessary any alterations or additions to the Building. Tenant shall not permit to be released on the Premises, the Building or any part of the Complex any Hazardous Materials. If for any reason Tenant's particular manner of use of the Premises results in an increase of the premiums for the insurance of Landlord, Tenant shall on demand reimburse Landlord and such other tenants of the Building for all such insurance premium increases.

        5.1.6.    No Obstruction; Rules and Regulations.    Tenant covenants not to obstruct in any manner the sidewalks or other approaches to the Building, the Reserved Facilities or any other Common Facilities of the Complex. Tenant covenants and agrees to comply with the rules and regulations attached hereto as Exhibit A, including such amendments thereto as Landlord may reasonably promulgate from time to time with regard to the care and use of the Premises, the Building, the Reserved Facilities, the Complex and the facilities, and approaches thereto. To the extent of any inconsistencies between the rules and regulations, and the terms of this Lease, the express terms of this Lease shall govern.

        5.1.7.    Compliance with Laws; Safety; Health.    Tenant covenants to keep the Premises in a safe and sanitary condition and to comply with and to keep the Premises in compliance with, all Legal Requirements and Insurance Requirements now or hereafter existing that are required by or arise as a result of the particular use made of the Premises by Tenant. Without limiting Tenant's obligations existing under any other provision of this Lease, if required by the foregoing sentence, Tenant covenants and agrees to make all required repairs, alterations, replacements, or additions in and to the Premises and to install any required devices or equipment. If any of Tenant's Work or any other work in the Premises performed by Tenant, including any Construction Work, triggers the need for other alterations under either the Americans with Disabilities Act, 42 U.S. Code 12101 et seq., as it may be amended from time to time ("ADA") or other Legal Requirement, such alterations shall be performed by Tenant (or by Landlord, at Landlord's election, if the alterations are needed in areas of the Building other than the Premises) in either case at Tenant's expense. Tenant is responsible for obtaining all permits and licenses from Governmental Authorities that are needed for Tenant to use the Premises. Except for any alterations required in connection with the ADA as set forth above, Tenant shall not be responsible for compliance with any other laws, regulations, or the like requiring (i) structural repairs or modifications to the Structural Components of the Buildings or (ii) repairs or modifications to the Building Systems of the Building, or (iii) installation of new building service equipment, such as fire detection or suppression equipment, unless such repairs, modification, or installations shall (a) be due to Tenant's particular manner of use of the Premises (as opposed to office use generally), or (b) be due to the negligence or willful misconduct of Tenant or any agent, employee, contractor, or invitee of Tenant.

        5.1.8.    No Assignment or Subletting.    As used in this Lease "Subletting" includes transactions creating or resulting in one or more subleases, tenancies-at-will, licenses, concessions, or other occupancy arrangements. The instrument evidencing the Subletting is referred to herein as the "Sublease". Except as permitted in Section 5.1.8.8 below, Tenant covenants not to engage in, or permit the assignment, transfer, mortgage, alienation, or pledge (collectively "Assignment") of this Lease or any interest therein, nor engage in, or permit any Subletting of all or any part of the Premises, nor suffer any of the foregoing to occur, without Landlord's prior written approval in

each instance. Landlord agrees that, subject to the provisions of this Section 5.1.8, including satisfaction of the conditions set forth in Section 5.1.8.5, and subject to Landlord's rights under §5.1.8.2 below, Landlord will not unreasonably withhold or delay its consent to a Subletting or Assignment. Notwithstanding anything contained herein to the contrary, Landlord shall not be deemed to have acted unreasonably in its election not to consent to any such action on the part of Tenant because (i) an Event of Default shall have occurred and be continuing under this Lease or Tenant shall otherwise be in default in the performance of the terms, covenants or conditions contained in this Lease, (ii) the proposed assignee or sublessee (the "Proposed Tenant") shall be an existing tenant or occupant of the Complex, (iii) such assignment or subletting shall cause Landlord to be in breach of any "exclusive use" or similar provision contained in any other lease for space in the Complex, (iv) in the reasonable judgment of Landlord, the Proposed Tenant is of a character or is engaged in a business which would be deleterious to the reputation of the Complex, or the Proposed Tenant is not sufficiently financially responsible to perform its obligations under any such Assignment or Subletting, or the Proposed Tenant or any of its partners, members, shareholders, employees or affiliates, or the business conducted by any of them, could pose a security risk for the Complex and/or its occupants, (v) the Proposed Tenant is a Governmental Authority; (vi) the portion of the Premises which Tenant proposes to Sublease including the means of ingress and egress thereto and the proposed use thereof, and the remaining portion of the Premises will violate any Legal Requirement, (vii) the Proposed Tenant is a party with whom Landlord is then negotiating a lease for space in the Complex; provided, however, that the foregoing are merely examples of the reasons for which Landlord may reasonably not consent to any such actions by Tenant and shall not be deemed exclusive of any reason for reasonably making such election, whether similar or dissimilar to the foregoing examples.

        5.1.8.3.    Additional Rent from Assignment or Subletting.    Tenant shall, within thirty days of receipt thereof, pay to Landlord as other additional rent, fifty percent (50%) of any rent, sum, and other consideration to be paid or given in connection with any Subletting or Assignment, either initially or over time, after deducting the Deductible Costs in excess of Basic Rent attributed to the portion of the Premises being sublet or assigned, as if such amount were originally called for by the terms of this Lease. The term "Deductible Costs" shall mean (A) reasonable documented actual out-of-pocket expenses paid for (i) legal services, (ii) brokerage fees and (iii) advertising expenses, each as incurred by Tenant in connection with the Subletting or Assignment, (B) reasonable actual out-of- pocket amortized construction costs necessary in connection with the Subletting or the Assignment, including costs of constructing demising walls necessary to demise the subleased space from the Premises in excess of the Landlord's Contribution (as defined in Exhibit F); and (C) the unamortized costs incurred by Tenant in performing Tenant's Work (as defined in Exhibit F), to the extent they exceed the pro-rata portion of Landlord's Contribution).

        5.1.8.4.    Conditions to Subletting or Assignment.    Notwithstanding any contrary provision of this Lease, Tenant shall have no right to enter into a Subletting or Assignment unless on both (i) the date on which Tenant notifies Landlord of its intention to enter into a Subletting or Assignment and (ii) the date on which such Subletting or Assignment is to take effect, no Breach or Event of Default exists that, in either case, has not been cured. Any attempted Assignment or Subletting in violation of any of the provisions of this Lease shall be void. No Assignment or Subletting shall in any way impair the continuing primary liability of Tenant hereunder (which after any such Assignment or Subletting shall be joint and several with the persons claiming under the Assignment or Subletting).

        5.1.8.5.    Additional Provisions for Assignment.    No Assignment shall be effective unless and until Tenant delivers to Landlord duplicate originals of the instrument of assignment (wherein the assignee assumes the performance of Tenant's obligations under this Lease provided, however, such assumption shall not relieve or reduce Tenant's obligations under this Lease) and all related documents. In the event of an Assignment, Landlord and the assignee thereunder may modify this Lease in any manner, without notice to Tenant and without Tenant's prior consent; provided, however, that Tenant shall not be liable for any such modified obligations.

        5.1.8.6.    Additional Provisions for Subletting.    No Subletting of all or any part of the Premises shall be effective unless and until Tenant delivers to Landlord duplicate originals of the Sublease and of all related documents. Tenant shall also deliver to Landlord true, correct and complete copies of any letters of credit held by Tenant under such Sublease. Any cash security deposits held by Tenant under any Sublease shall be deposited into trustee accounts and Tenant shall provide Landlord with the applicable account information prior to commencement of the term of such Sublease. The term of any Subletting shall expire no later than one day prior to the Lease Expiration Date. Any Subletting shall (a) be subject and subordinate to this Lease; (b) contain a provision prohibiting the subtenant from assigning the Sublease or subletting all or any part of the subleased premises except in accordance with the terms of this Lease; and (c) include an agreement by the subtenant and Tenant that in the event this Lease is terminated, such subtenant shall, at Landlord's request, attorn to Landlord on the terms of the Sublease, and the letters of credit and cash deposits held in trustee accounts shall be delivered in full to Landlord, and in such event such Sublease shall remain in full force and effect between Landlord and such subtenant as if the Lease had not been terminated, and such subtenant shall promptly execute such documents as Landlord shall reasonably request.

        5.1.9.    Landlord's Consent Required for Tenant's Alterations.    Other than Tenant's Work, Tenant covenants not to make in or to the Premises or the Building any construction work, alterations, or additions (collectively, "Construction Work") or any holes in the walls, partitions, ceilings, or floors or to paint or place therein or thereon any signs or to place therein or thereon any awnings, aerials, flagpoles, or the like, without on each occasion obtaining the prior written consent of Landlord. Landlord's consent shall not be required in connection with hanging works of art or other decorative items on wall or partitions. In addition, Tenant may make non-structural alterations affecting only the interior of the Premises, and not affecting Building Systems, costing less than $20,000 in any one instance (or in the aggregate with respect to related alterations) without Landlord's prior written consent but with prior written notice to Landlord and subject to the provisions of this Lease, including this Section 5.1.9 (collectively, "Permitted Alterations"). Landlord's consent and approval under this Section 5.1.9 shall not be unreasonably withheld, conditioned or delayed, except for alterations affecting Structural Components or Building Systems or affecting the exterior of the Building, which shall be determined by Landlord in its sole discretion. Landlord's consent may be subject to reasonable conditions deemed appropriate by Landlord, including review of plans and specifications, reasonable approval of the contractors and subcontractors, and architect's certificate that the work complies with Legal Requirements, an architect's certificate of completion, and, if required by Legal Requirements, a certificate of the city building inspector of final completion. Tenant covenants to cause any Construction Work in the Premises to be performed expeditiously, with first-class workmanship and materials and in compliance with all applicable Legal Requirements and Insurance Requirements; to pay for the

same when due; to remove promptly (and not later than twenty-five days in any event), or bond to Landlord's satisfaction, any materialmen's or mechanics liens filed in connection therewith; and to save Landlord harmless and indemnified from all injury, loss, claims, costs, or damage to any person or property occasioned by or growing out of such Tenant Construction Work. If Landlord deems it appropriate to supervise any of the Construction Work, Tenant shall pay the costs and expenses of such supervision, not to exceed three percent of the cost of the Construction Work. Tenant shall cause contractors employed by Tenant to carry worker's compensation insurance in accordance with statutory requirements and commercial general liability insurance and automobile liability insurance covering such contractors on or about the Premises, and such other appropriate insurance coverage as Landlord may reasonably require, in such reasonable amounts as Landlord shall reasonably require, and Tenant shall submit certificates evidencing such coverage to Landlord before the commencement of such Construction Work. Nothing in this Section 5.1.9 shall be deemed to waive the requirement that Tenant obtain Landlord's prior written consent to any such Construction Work, except as otherwise set forth herein. Tenant will provide to Landlord as-built plans of the Premises promptly after the Construction Work is completed (except that as-built plans will not be required for any Construction Work not requiring a building permit, and for which no building permit was obtained, unless the work involves changes in electrical, wiring, plumbing, chemical handling, access doors, venting, or air handling systems, in which case as-built plans shall be provided). Tenant will pay all increases in Real Estate Taxes attributable to the Construction Work.

        5.1.10.    Licenses and Permits.    Tenant covenants to procure, maintain, and observe any and all licenses, permits, special permits, variances, or other Authorizations required by reason of the Permitted Use of the Premises by Tenant (but excluding the Building Permit) or any Construction Work by Tenant that has been consented to by Landlord, and Tenant shall provide copies of same to Landlord. Landlord will cooperate reasonably with Tenant in Tenant's applications for any Authorizations, but Landlord shall not be obligated to incur expenses in connection therewith.

        5.1.11.    Indemnification.    

        5.1.12.    Enforcement Costs.    Tenant covenants to pay as other additional rent, Landlord's reasonable expenses (including reasonable attorneys' fees and expenses), incurred in enforcing or demanding enforcement of any of Tenant's obligations under this Lease.

        5.1.13.    No Interference.    Tenant shall not permit employment of any contractor, worker, or mechanic in the Premises, if such employment will interfere, or cause any conflict, with other contractors, workers, or mechanics engaged in work in the Building or in other parts of the Complex, and upon the request of Landlord, Tenant shall cause all such contractors, workers, and mechanics to leave the Building and Complex immediately. Tenant shall submit a list of its proposed contractors to Landlord for approval, which approval shall not be unreasonably withheld. Tenant shall not permit any auction sale on or in the Premises or any other part of the Complex.

        5.1.14.    Delivery of Financial Statements.    Within ninety days after the end of each of Tenant's fiscal years occurring during the Lease Term, Tenant shall deliver to Landlord, an audited annual financial statement of Tenant ("Tenant's Financial Statement") for the then completed fiscal year prepared in accordance with generally accepted accounting principles consistently applied and certified by a nationally recognized accounting firm reasonably satisfactory to Landlord.

        5.1.15.    No Violation.    Tenant covenants not to permit any servants, licensees, employees, agents, invitees, or visitors of Tenant to violate any covenant or obligation of Tenant hereunder, or any of the rules and regulations from time to time promulgated by Landlord in such manner as Landlord may elect. Nothing herein obligates Landlord to enforce the rules and regulations, or the terms, conditions, or covenants of any lease as against any other tenant or occupant of the Complex. Landlord shall not be liable to Tenant for violations of such rules, regulations, terms, conditions, or covenants by any other tenant, or any servant, employee, invitee, licensee, agent, or visitor of any other tenant.

        5.1.16.    Use.    Tenant may not use all or any part of the Premises, the Common Facilities, the Building or the Complex in any manner that in Landlord's reasonable judgment would adversely affect the use and enjoyment of the Complex by any other tenant, occupant, visitor, or invitee, the character or reputation of the Complex, or publicly embarrass Landlord or any tenant or occupant of the Complex. In addition to other remedies that Landlord may have, at Landlord's election, Landlord may by notice to Tenant recapture the Premises, if substantially all of the Premises are not in continuous use for more than nine months by Tenant or any tenant under a Sublease or Assignment entered into pursuant to Section 5.1.8.

        5.1.17.    Keys.    Upon expiration or termination of the Lease, Tenant covenants to deliver the keys (which includes access cards) of the Premises to Landlord. Tenant covenants not to change or replace any locks or any electronic access system nor shall new locks or electronic access system be added by Tenant without the written permission of Landlord, which permission shall not be

unreasonably withheld. Tenant agrees that any locks or electronic access system so permitted to be installed shall become the property of Landlord and shall not be removed by Tenant.

        5.1.18.    Security Alarm.    Tenant covenants not to install any security alarms or systems without prior written consent from Landlord, which consent will not be withheld unreasonably by Landlord. Tenant shall be responsible for all costs associated with any Tenant installed security system. Tenant covenants to supply Landlord keys, devices, or instructions, as the case may be, for deactivating said security alarms or systems. Any such security alarms or systems shall become part of the real estate at the election of Landlord.

        5.1.19.    No Parking.    Tenant covenants not to park automobiles, motorcycles, other vehicles, or bicycles on any part of the Complex, except in accordance with Section 2.7.

        5.1.20.    Insurance.    

        5.1.21.    Subordination.    Tenant covenants that at the request of Landlord from time to time, Tenant shall subordinate this Lease, and Tenant's rights hereunder, to any mortgage, provided that the holder of such mortgage enters into an SNDA Agreement (as defined below) with Tenant. Upon Landlord's request, Tenant agrees to enter into an agreement with the holder of any mortgage, on the mortgagee's customary form (an "SNDA Agreement"). Landlord represents that as of the Date of this Lease, there is no mortgage encumbering the Complex. The SNDA Agreement shall provide that the holder agrees that, in the event of a foreclosure of the mortgage, by entry or by sale, deed in lieu of foreclosure or the holder or its successors otherwise obtaining possession of, or title to, the Premises, Tenant, if Tenant is not then in default beyond applicable grace and cure periods with respect to any of the covenants or conditions of this Lease to be performed or observed by Tenant, shall peaceably hold and enjoy the Premises and enjoy all of its rights hereunder for the remainder of the Lease Term upon the same terms, covenants, and conditions as in this Lease contained and without hindrance or interruption from such holder, and Tenant agrees, among other things, that in the event of such entry or foreclosure, to recognize such holder or any other person acquiring title to the Premises as Landlord hereunder for the balance of the Lease Term. The SNDA Agreement shall also provide that no said holder shall be deemed to be the owner of the Complex until said holder shall have acquired title to the Complex or shall have entered the Complex as mortgagee in possession or for the purposes of foreclosure.

        5.1.22.    Harvard Name.    Tenant covenants and agrees that unless Landlord first gives its prior written consent, Tenant shall not (i) use the word "Harvard" (whether alone or in combination with other words), (ii) display or otherwise use the name, emblem, or logo (or any similar name, emblem, or logo) of any school, department, or other component, constituent, or affiliate of Landlord, or (iii) otherwise refer to Landlord or any school, department, or other component or affiliate of Landlord in or on any sign, advertisement (including any newspaper, television, or radio advertisement), commercial announcement, circular, flier, or other publication.

        5.1.23.    Tenant's Managers.    Tenant covenants to deliver to Landlord at Landlord's request, the name of the office manager employed on the Premises and their contact information.

        5.1.24.    Tenant's Expense, Personal Property Taxes.    Performance by Tenant of all of Tenant's covenants and agreements in this Lease, and observance by Tenant of all terms and conditions in this Lease to be observed by Tenant, shall be Tenant's sole responsibility and shall be at Tenant's sole cost and expense, and Landlord shall bear no responsibility therefor. Tenant shall promptly pay all taxes imposed on Tenant's personal property, trade fixtures, and equipment.

        5.1.25.    Hazardous Materials.    Tenant may use (i) chemicals such as adhesives, lubricants, ink, solvents, and cleaning fluids of the kind and in amounts and in the manner customarily found and used in business offices to conduct its business at the Premises, and to maintain and operate the business machines located in the Building; and (ii) Permitted Hazardous Materials. Except as permitted by the preceding sentence, Tenant covenants not to use, store, handle, treat, transport, release, or dispose of Hazardous Materials on or about the Premises, the Building or the Complex

without Landlord's prior written consent, which consent Landlord may withhold or condition in Landlord's sole discretion. The term "Permitted Hazardous Materials" shall mean only materials which are necessary in connection with the Permitted Use, and are listed in Exhibit J attached hereto. For the purpose hereof, the types of materials considered as Permitted Hazardous Materials shall be consistent with definitions and listings of the compounds provided in The Emergency Planning and Community Right-to-Know Act ("EPCRA") (42 U.S.C. Section 11011 et seq.). Tenant's storage of Permitted Hazardous Materials shall not exceed the lesser of twenty percent of (A) the threshold planning quantity for any particular substance listed under Section 302 of EPCRA, or 500 pounds, whichever is less, or (B) the limits established in the Clean Air Act Section 112(r); except that with respect to gasoline and other flammables, the quantity shall be limited to the lesser of (x) the quantity permitted under either the Massachusetts State Building Code or Fire Code, whichever is less, or (y) the quantity permitted under local permitting requirements. In addition, flammable Permitted Hazardous Materials shall only be permitted in those portions of the Premises shown on Tenant's Final Construction Drawings as "containment areas", and that are subsequently approved as "containment areas" in the certificate of occupancy obtained by Tenant for the Premises. Tenant shall not increase the size or storage capacity of any flammable storage area. Tenant shall report to Landlord (A) any spill or release of any Hazardous Material, including any spill or release of twenty percent or more of the reportable quantity for any particular substance listed under Section 304 of EPRCA, and (B) Tenant's plan for the clean-up, remediation and final close-out of such spill or release in accordance with the requirements of the Massachusetts Contingency Plan 310 CMR 40.0000. Tenant may conduct operations as permitted pursuant to this Lease provided Tenant has conducted a documented Health, Safety and Environmental review of operations; and that review addresses and mitigates reasonable risks that may impact concerns as may be provided by local, state or federal rules, regulations and statutes. If Tenant desires to use Hazardous Materials other than Permitted Hazardous Materials, or in quantities that exceed the quantities allowed for Permitted Hazardous Materials, Tenant shall obtain the prior written consent of Landlord in each instance. Any handling, treatment, transportation, storage, disposal, or use of Hazardous Materials by Tenant in or about the Premises or the Complex, and Tenant's use of the Premises shall comply with all applicable Legal Requirements, Environmental Laws, and with the Environmental Restrictions. Tenant will be responsible for managing Hazardous Materials in accordance with Massachusetts hazardous waste regulations, 310 CMR 30.00. Tenant shall comply at all times with the requirements of the Massachusetts Water Resource Authority (MWRA) and other authorities having jurisdiction for wastewater discharge. Under no circumstances shall Tenant discharge any prohibited substances to the wastewater system of the Complex, including mercury and other compounds. At least ten Business Days prior to the Occupancy Date, in connection with any request to add additional Permitted Hazardous Materials, or increase quantities of Permitted Hazardous Materials over quantities allowed above, and within ten Business Days of Landlord's written request therefor, Tenant shall provide Landlord with the following information: (a) a description of the procurement, handling, storage, use, and disposal procedures for all Permitted Hazardous Materials, including a description of the type and quantity of Permitted Hazardous Materials generated, and a copy of Tenant's EPA hazardous waste generator registration; (b) all plans or disclosures or emergency response plans that Tenant has prepared, including without limitation Tenant's spill response plan, and all plans that Tenant is required to supply to any Governmental Authority pursuant to any Environmental Laws or other Legal Requirements; and (c) such other information requested by Landlord. Tenant shall indemnify, defend upon demand with counsel reasonably acceptable to Landlord, and hold Landlord harmless from and against, any liabilities, losses claims, damages, interest, penalties, fines, attorneys' fees, experts' fees, court costs, remediation costs, and other expenses that result from the use, storage, handling, treatment, transportation, release, threat of release or disposal of Hazardous Materials in or about the Premises, the Building or the Complex by Tenant or Tenant's agents, employees, contractors, or

invitees, or the violation of any of the Environmental Restrictions by Tenant, or Tenant's agents or employees. Tenant shall give written notice to Landlord as soon as reasonably practicable of any communication received by Tenant from any Governmental Authority concerning Hazardous Materials that relates to the Premises or the Complex. Attached hereto as Exhibit G is a list of documents imposing environmental restrictions on the Complex (as the same may be amended from time to time, collectively, the "Environmental Restrictions"). Tenant acknowledges that it has received a copy of the Environmental Restrictions listed on Exhibit G. The Premises are leased subject to the Environmental Restrictions. As used herein the term "Hazardous Material" means any hazardous or toxic substance, material, or waste or petroleum derivative that is or becomes regulated by any Environmental Law. The term "Hazardous Material" includes all Permitted Hazardous Materials, and further includes any material or substance that is (i) designated as a "hazardous substance" pursuant to Section 1311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317), (ii) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (iii) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), (iv) defined as "hazardous substance" or "oil" under Chapter 21E of the General Laws of Massachusetts, or (v) defined as hazardous chemicals under OSHA's Hazard Communication standards, 29 CFR 1910.1200. The term "Environmental Laws" includes Legal Requirements and the laws listed in the preceding clauses (i) through (v) above. The provisions of this Section 5.1.25 shall survive the expiration or earlier termination of this Lease.

        5.1.26.    Tenant's Business Name.    Tenant agrees to provide Landlord with prior written notice of any change in Tenant's Business Name.

        5.2.1.    Quiet Enjoyment.    Landlord covenants with Tenant that if and so long as there is no Event of Default, Tenant may quietly hold occupy and enjoy the Premises during the Lease Term, subject nonetheless, to all of the provisions, terms, and conditions of this Lease; the easements, encumbrances, restrictions, and rights referred to in Section 2.2; any Legal Requirements; the Rules and Regulations; and any Insurance Requirements.

        5.2.2.    Landlord's Default.    Landlord shall not be deemed to be in default in the performance of any of its obligations under this Lease unless Landlord shall fail to perform such obligations and such failure shall continue for a period of thirty days (or such additional time as is reasonably required to correct any such default provided that Landlord is diligently pursuing the cure of the same) after written notice has been given by Tenant to Landlord specifying the nature of Landlord's alleged default. In the event of any default by Landlord hereunder, Tenant shall have no right to terminate this Lease, or to abate or withhold Rent, or to deduct from Rent any amount expended or to be expended by Tenant to perform any obligation of Landlord hereunder, or to offset or interpose any counterclaim for any amount in any action or proceeding commenced by Landlord with respect to this Lease or the tenancy created hereunder, but Tenant shall have the right, in the event of a default by Landlord hereunder, to exercise all other remedies available to Tenant, at law or in equity, because of such default by Landlord. In no event shall Landlord ever be liable to Tenant for any indirect, special, or consequential damages suffered by Tenant from whatever cause. Tenant further agrees that if Landlord shall have failed to cure any such default within thirty days of such notice to Landlord (or if such default cannot be cured within said time, then within such additional time as may be necessary to cure such default), then the holder(s) of any mortgage(s) or the lessor under any ground lease entitled to notice pursuant to Section 5.3 shall have an additional thirty days within which to cure such default or if such default cannot be cured within that time, then such additional time following the date that such holder or lessor becomes entitled to cure such default as may be necessary to cure such default (including commencement of foreclosure proceedings, if necessary to effect such cure).

        5.2.3.    Landlord's Negligence.    Unless otherwise provided in this Lease, Landlord will indemnify Tenant from all liability and claims for property damage or bodily injury occurring while this Lease is in effect, but only to the extent such injury or property damage was caused by Landlord's negligence, and provided that Tenant gives Landlord prompt written notice of any such claims.

        5.2.4.    Landlord's Insurance.    Landlord shall insure the Building against damage or destruction by fire or other casualties on an "all-risk" of physical loss or damage basis, for full replacement cost value of the Building, with an agreed amount endorsement to satisfy co-insurance requirements. If President and Fellows of Harvard College ("Harvard"), or any affiliate of, or related entity to Harvard, is the Landlord under this Lease, it shall have no obligation to carry or maintain such insurance, and may self-insure for all or any portion of the coverages required by this Section 5.2.4.

        5.2.5.    No Waiver.    Landlord does not waive any liability limitations available to it, whether under M.G.L. c. 231, Section 85K, or otherwise.

        (a)   if Tenant shall fail to pay to Landlord when due any payment of Basic Rent or Additional Rent and such failure continues for ten days after receipt of notice, provided, however, that if two such notices are sent to Tenant in any twelve-month period during the Lease Term, thereafter it shall be an Event of Default hereunder if Tenant shall fail to pay when due any payment of Basic Rent or Additional Rent;

        or    (b) if Tenant shall fail to pay to Landlord when due any payment of other additional rent required by this Lease, and such failure continues for fifteen days after receipt of notice, provided, however, that if two such notices are sent to Tenant in any twelve-month period during the Lease Term, thereafter it shall be an Event of Default hereunder if Tenant shall fail to pay within fifteen days of when due, any payment of other additional rent required by this Lease;

        or    (c) if Tenant shall fail to maintain insurance as required by Sections 5.1.20, or shall fail to renew or reinstate the Letter of Credit as and when required in Article 7, or shall enter into an Assignment or Subletting in violation of this Lease;

        or    (d) if Tenant shall fail to perform or observe any of Tenant's other covenants herein (including the rules and regulations referred to in Section 5.1.6) (such failure being a "Breach") and such Breach shall continue

        or    (e) if Tenant shall fail to perform or observe any of Tenant's covenants in Section 5.1.25 (such failure being a "Breach") or if Tenant causes or suffers any release of Hazardous Materials in or about the Premises, the Building or the Complex and Tenant fails to remediate such release in compliance with Legal Requirements within thirty days of such release or such shorter period required by any Governmental Authority;

        or    (f) if this Lease or the estate hereby granted or the unexpired balance of the Lease Term should by operation of law or otherwise, be transferred to, devolve upon, or pass to any person other than Tenant, except as is expressly permitted by the provisions of Section 5.1.8;

        or    (g) if the leasehold hereby created shall be taken either by execution arising out of an action against Tenant, or by other process of law;

        or    (h) if any assignment shall be made of Tenant's property for the benefit of creditors;

        or    (i) if a receiver, guardian, conservator, or similar officer shall be appointed to take charge of all or any part of Tenant's property by a court of competent jurisdiction;

        or    (j) if a petition or proceeding is filed against Tenant by others or is filed by Tenant, or an order for relief is entered with respect to Tenant, under any provision of the federal Bankruptcy Code, 11 U.S.C. Sections 101-151326 & app., or any similar provisions of any future federal bankruptcy law.

        6.1.1.    Written Notice of Termination.    If an Event of Default shall occur, Landlord may immediately or at any time thereafter while such Event of Default continues, terminate this Lease by written notice of termination (or notice to quit) to Tenant, without prejudice to any remedies (whether set forth in this Lease or provided for by law) that might otherwise be used for arrearage of rent, for nonpayment of amounts required to be paid by Tenant to Landlord under this Lease, or for preceding breaches of covenant, and upon the giving of such notice of termination (or notice to quit), this Lease shall terminate.

        6.1.2.    Bankruptcy.    In the case of an Event of Default under 6.1(j), this Lease shall be deemed rejected if the trustee of Tenant shall fail to elect to assume this Lease within sixty days (or the minimum period of time as may be applicable under law or order of the applicable court) after the earlier to occur of the date of the filing of the petition or the trustee's appointment (as may be applicable). If this Lease is rejected by the trustee of the Tenant or deemed to be rejected, then (i) Landlord shall immediately be entitled to possession of the Premises without further obligation to Tenant or the trustee, and this Lease shall be deemed terminated without prejudice to any remedies that might otherwise be used for arrearage of Rent, for nonpayment of amounts required to be paid by Tenant to Landlord under this Lease, or for preceding breaches of covenant, and (ii) Landlord shall retain the right to be compensated for damages in the bankruptcy proceeding. To be effective, any election by the trustee of Tenant to assume this Lease must be in writing and addressed to Landlord using the address set forth in Section 8.12 and be accompanied by the trustee's commercially adequate assurance to Landlord of the future performance and continuous performance of Tenant's obligations under this Lease; provided, however, that the trustee first shall cure all defaults of Tenant under this Lease and compensate all persons other than Landlord who have incurred or suffered pecuniary losses due to Tenant's default under this Lease before the trustee's assumption of this Lease shall be effective.

        6.2.1.    Evidence of Value.    If the Premises or any part thereof are relet by Landlord before presentation of proof of liquidated damages to any court commission or tribunal, the amount of rent reserved upon such reletting shall be prima facie evidence of the fair rental value for the part or the whole of the Premises so relet during the term of the reletting.

        6.3.1.    Landlord's Right to Relet.    At any time or from time to time after any termination or Landlord's reentry pursuant to this Article 6, Landlord shall use reasonable efforts to relet the Premises in the name of Landlord or otherwise, for such term or terms (which may be greater or less than the period that would otherwise have constituted the balance of the Lease Term) and on such conditions (which may include concessions or free rent) as Landlord, in its reasonable election, may determine, and Landlord may collect and receive the rents therefor. Landlord shall in no way be responsible or liable for any failure to relet the Premises or any part thereof, or for any failure to collect any rent due upon any such reletting. If Landlord is Harvard, Landlord may, at its election, relet all or any portion of the Premises to Harvard's school or departments, and

there shall be credited against the Rent to be paid under this Lease, an amount representing the rental value of the relet space less the Reletting Expenses.

        6.3.2.    Landlord's Other Remedies.    Nothing herein contained shall limit or prejudice the right of Landlord to prove and obtain as damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of the difference referred to above.

        6.3.3.    Right to Equitable Relief.    Landlord shall be entitled to enjoin an Event of Default and shall have the right to invoke any right and remedy allowed at law or in equity or by statute or otherwise as though re-entry, summary proceedings, and other remedies were not provided for in this Lease.

        6.3.4.    Landlord's Right To Cure Tenant's Default.    If an Event of Default shall occur, Landlord shall have the right, but shall not be obligated, to enter upon the Premises, if necessary, and to cure such Event of Default. In performing such cure, Landlord may make any reasonable payment of money or perform any other reasonable act. Landlord may, in the event of danger to person or property, the threat of cancellation of insurance, or other emergency, exercise its right of self-help under this Section with only such notice of default, oral or written, as is practicable in the circumstances, notwithstanding a requirement, if any, for notice of default in any other context. The aggregate of (i) all sums so paid by Landlord (including reasonable counsel fees and expenses), (ii) interest (at the Involuntary Rate) on such sum, and (iii) all necessary incidental costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be other additional rent under this Lease and shall be due and payable to Landlord promptly upon demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of Tenant's obligations under this Lease.

        (A)  During the second Lease Year, the face amount of the Letter of Credit may be reduced to $80,000.00.

        (B)  During the third Lease Year, the face amount of the Letter of Credit may be reduced to $64,000.00.

        (C)  During the fourth Lease Year, the face amount of the Letter of Credit may be reduced to $51,200.00.

        (D)  During the fifth Lease Year, the face amount of the Letter of Credit may be reduced to $40,960.00.

        7.3.1.    "Reduction Conditions"    means the satisfaction of both of the following conditions:

        7.3.2.    Amendment to Letter of Credit.    Any such amendment reducing the face amount of the Letter of Credit shall be in form reasonably satisfactory to Landlord. If Tenant fails to deliver an amendment reducing the face amount of the Letter of Credit on or before the expiration of a Reduction Period, Tenant shall forfeit its option to reduce the Letter of Credit in accordance with such Reduction Notice.

        8.2.1.    Casualty, Partial Taking.    During the Lease Term,

        8.2.2.    Total Taking/Partial Taking.    If the entire Premises shall be the subject of a Taking, this Lease shall terminate and the effective date of termination shall be the earlier to occur of (i) the date when physical possession of the Premises is taken by the Taking authority or (ii) the date that Tenant's use and occupancy of the Premises is legally prohibited by final action of the Taking authority. If a portion of the Premises shall be the subject of a Taking, and the Taking (i) renders the Premises no longer suitable for Tenant's conduct of its business, (ii) materially impairs access to the Premises, or (iii) materially reduces Tenant's Share of Parking Spaces, Tenant shall have the right to terminate this Lease by notice given to Landlord within ninety days of the Taking.

        8.2.3.    Restoration, Tenant's Right to Terminate.    If this Lease is not terminated under Section 8.2.1 or Section 8.2.2, Landlord shall use due diligence to restore the Premises, or, in case of partial Taking, what may remain thereof using compensation awarded to Landlord by the Taking authority, (but Landlord shall not be obligated to restore any alterations, improvements or equipment installed or paid for by Tenant or that Tenant may be required or permitted to remove), to the condition existing prior to the casualty or Taking; provided, however, that if Landlord has not restored the Premises within nine months from the occurrence of the damage (or the effective date of the Taking), Tenant shall have the right to terminate this Lease by notice to Landlord given within thirty days after the expiration of such nine-month period. Any such termination shall be effective thirty days after delivery of Tenant's notice of termination, unless Landlord substantially completes the work before the end of such thirty-day period, in which case Tenant's notice of termination shall be void. During such restoration, a just proportion of the Basic Rent and Additional Rent as determined in Landlord's reasonable opinion considering the nature and extent of the damage or Taking, shall be abated. In the event of a Taking, if less than all of the Premises are restored, a just proportion of the Basic Rent and Additional Rent, similarly determined in Landlord's reasonable opinion, shall be abated for the remainder of the Lease Term. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or Taking or the repair or restoration thereof. Landlord's obligations hereunder to restore shall be subject to Landlord's ability to obtain materials or to install the same strikes, labor difficulties, shortages of labor, or any cause beyond Landlord's reasonable control. If during the last twelve months of the Lease Term, (i) the Building is materially damaged by fire or other casualty, or (ii) a Taking occurs, Tenant shall have the right to terminate this Lease by notice to Landlord given within thirty days of such fire, casualty, or Taking.

        8.2.4.    Landlord's Right to Damages.    Landlord reserves, and Tenant hereby releases and grants to Landlord, all rights to damages arising from any Taking, except for damages specifically awarded to Tenant by the Taking authority. Tenant reserves its right to seek a separate award from the Taking authority for Tenant's furniture, fixtures, equipment and relocation expenses.

        8.3.1.    Viewing, Inspecting, Repairing.    Landlord and Landlord's agents shall have the right, without charge to Landlord and without reduction in Rent, from time to time, at reasonable times after reasonable notice and to the extent practicable (and in an emergency, at any time), to enter to view the Premises, to inspect the Premises, to make such repairs to the Premises or the Building, the Structural Components, Building Systems or Reserved Facilities as Landlord elects, and to perform environmental site inspections or soil investigations, or to inspect or repair utilities, if any, located in, beneath, above, or adjacent to the Premises. Landlord will to the extent practicable, exercise its rights under this Section 8.3.1 in a manner designed to avoid undue interference with the Premises and Tenant's use thereof.

        8.3.2.    Landlord Alterations, Pest Extermination.    Landlord reserves the right, exercisable by Landlord or its agents or nominees, at any time and from time to time, at reasonable times after reasonable notice without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor or otherwise affecting Tenant's obligations under this Lease, to make (whether or not required by a safety, insurance, or Governmental Authority, or otherwise) such changes, alterations, additions, improvements, repairs, renovations, or replacements in or to the Building and the Premises and the fixtures and equipment thereof, as well as in or to the Building Systems, Structural Components, Reserved Facilities and the Common Facilities, as Landlord may reasonably deem necessary or desirable, and to install in the Premises (and Landlord may thereafter use, maintain, repair, renovate, relocate, and replace), pipes, ducts, wires, conduits, meters, fixtures, supporting columns, and other installations generally, and to change the arrangement or location of entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets, or other parts of the Building, the Reserved Facilities or any of the Common Facilities. Landlord agrees to exercise all such reserved rights, to the extent practicable, in a manner designed to avoid undue interference with Tenant's use of the Premises. Nothing contained in this Section 8.3 shall be deemed to relieve Tenant of any duty, obligation, or liability of Tenant with respect to making any repair, replacement, renovation or improvement or complying with any law, order, or requirements of any governmental or other authority, that would otherwise expressly be the duty or liability of Tenant. Landlord reserves the right to enter the Premises at reasonable times after reasonable notice to exterminate insects, rodents, and other pests, and otherwise perform pest control measures, and Landlord will, to the extent practicable, do so in a manner designed to avoid undue interference with the Premises and Tenant's use thereof.

        8.3.3.    Right to Remove Certain Items and Improvements.    Landlord may remove, at Tenant's expense (which expense shall be other additional rent), alterations, additions, signs, awnings, aerials, flagpoles, or the like installed by Tenant, and not consented to in writing by Landlord.

        8.3.4.    Right to Affix "For Rent" Sign.    Landlord may at reasonable times and after reasonable notice show the Premises to prospective purchasers, tenants, and mortgagees (but only during the last six months of the Lease Term with respect to prospective tenants) and may keep affixed to any suitable part of the exterior of the Building a notice for letting during the nine months preceding the expiration of the Lease Term.

        8.3.5.    Right to Modify Complex.    Landlord expressly reserves the right at any time (a) to add, modify, expand, remove, diminish, reduce, relocate or reconfigure the building(s), vehicle parking areas and other common areas and Common Facilities of the Complex, including the location and dimensions of and exits and entrances to any common areas, or to any buildings in the Complex,

including, the Building, provided that Landlord agrees not to reduce Tenant's Share of Parking Spaces and Landlord will to the extent practicable, do so in a manner designed to avoid undue interference with the Premises and Tenant's use thereof.; (b) to add or remove parcels of real property to the area of the Complex; provided, however, that reasonable access to the Building shall not be materially impaired; (c) to rename the Complex or any of the buildings, including the Building, and to change the address of any of the buildings in the Complex, including the Building; and (d) to convert any of the buildings (other than the Building) in the Complex to residential purposes or to construct residential housing in the Complex.

        (A)  Tenant shall, from time to time, within twenty days after a written request by Landlord, execute and deliver to Landlord a so-called "estoppel certificate," in form reasonably satisfactory to Landlord, as to the status of (i) this Lease, (ii) Rent and other payments due hereunder, (iii) defaults hereunder, (iv) any claims or counterclaims, defenses, or offsets that Tenant may have, and (v) all other matters reasonably required by any mortgagee or prospective mortgagee or prospective purchaser, and such matters as Landlord may reasonably request; and any such certificate may be relied upon by Landlord, any prospective purchaser or mortgagee of the Building, any party proposing to acquire any other interest in or with respect to the Building or the Complex, and by any other person to whom the certificate is addressed. Tenant acknowledges that time is of the essence to the delivery of such certificates, and that Tenant's delay, failure or refusal to deliver such certificates may cause substantial damages resulting from, for example, delays in obtaining financing or selling the Complex, and therefore Tenant's failure to deliver such an estoppel certificate within twenty days after Landlord's written request shall constitute an Event of Default under this Lease.

        (B)  Landlord shall, from time to time, within twenty days after a request by Tenant, execute and deliver to Tenant, a so-called "estoppel certificate" in form reasonably satisfactory to Landlord as to the status of only the following: (i) the Lease; (ii) Rent and other payments due hereunder; and (iii) any notices of default sent by Landlord to Tenant; and any such certificate signed by Landlord may be relied upon by Tenant, and any person to whom the certificate is exhibited or delivered. Landlord agrees to execute, upon Tenant's request, waivers and/or consent agreements from Tenant's lender(s) in connection with financing and leasing of Tenant's equipment, provided that any such agreements are reasonably acceptable to Landlord.

President and Fellows of Harvard College
c/o Harvard Real Estate Services
1350 Massachusetts Avenue
Holyoke Center, Suite 800
Cambridge, Massachusetts 02138-3826

Office of the General Counsel
Harvard University
1350 Massachusetts Avenue
Holyoke Center, Suite 980
Cambridge, Massachusetts 02138-3834
Attention: Robert E. McGaw, University Attorney

Beal & Company, Inc.
177 Milk Street
Boston, Massachusetts 02109
Attention: Vice President Property Manager

prior to the Occupancy Date:
Tenant's Mailing Address set forth in Article 1
from and after the Occupancy Date:
The Premises

Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
Attention: Paul Jakubowski, Esq.

        9.2.1.    Replacement Lamps/Bulbs.    Landlord, at Tenant's sole cost and expense and upon Tenant's request, shall purchase and install all replacement lamps of types generally commercially available (including, but not limited to, incandescent and fluorescent) and used in the Premises. Tenant, at Tenant's sole cost and expense, shall purchase and install all other replacement bulbs used in the Premises.

        9.2.2.    Selection of Power Providers/Interruption of Utility Service.    If permitted by Legal Requirements, Landlord shall have the right, exercisable solely by Landlord but at any time and from time to time while this Lease is in effect, to select and contract with (and change) such provider of electric service ("Power Provider") as Landlord deems appropriate to provide electric power to the Premises, and in connection therewith, Landlord, the applicable electric utility company, and any such Power Provider, shall have the right of reasonable access to the Premises to install, maintain, or change such apparatus and appurtenances thereto as are needed in connection with the provision of electric power to the Premises by such Power Provider or the applicable electric utility company. Notwithstanding the foregoing sentence, Landlord shall not be liable or responsible for any loss, damage, or expense that Tenant may sustain by reason of any change, failure, interference, disruption, or defect in the supply or character of the electric energy or any other utility or service furnished to the Premises, or if the quantity or character of the electric energy supplied by the applicable Power Provider or electric utility company is no longer available or suitable for Tenant's requirements, and no such change, failure, interference, disruption, defect, unavailability, or unsuitability shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement of rent, or relieve Tenant from any of Tenant's obligations under this Lease; provided, however, that if

        9.2.3.    Alterations to Electrical Equipment.    Tenant will not make any material alteration or material addition to the electrical equipment or appliances in the Premises that would adversely affect any Building Systems or electrical equipment without the prior written consent of Landlord in each instance, and will promptly advise Landlord of any other alteration or addition to such electrical equipment and/or appliances.

        9.2.4.    Additional Electricity Requirements.    If Tenant shall subsequently require electric current for use in the Premises in excess of the capacity set forth in the Base Building Specifications, and if in Landlord's reasonable judgment, (i) Landlord's facilities are inadequate for such excess requirements, or (ii) such excess use shall result in an additional burden on the Building air conditioning systems and additional cost to Landlord on account thereof then, as the case may be, Landlord, upon written request and at the sole cost and expense of Tenant, will furnish and install such additional wire, conduits, feeders, switchboards, and appurtenances as reasonably may be required to supply such additional requirements of Tenant if current therefor is available to Landlord, provided that the same (v) shall be permitted by Legal Requirements and Insurance Requirements, (w) shall not cause damage to the Building or the Premises, (x) shall not cause or create a dangerous or hazardous condition, (y) shall not entail excessive or unreasonable alterations or repairs, and (z) shall not materially interfere with or disturb other tenants or occupants of the Complex. Tenant shall reimburse Landlord for such additional cost within thirty days of demand therefor.

        9.4.1.    Heating, Venting and Air Conditioning.    Heating, venting, and air conditioning ("HVAC") will be provided to the Premises in accordance with the Base Building Specifications. Tenant shall have control over the thermostat regulating the HVAC equipment servicing the Premises, and commencing on the Lease Commencement Date, Tenant shall be responsible for payment of all charges for HVAC service to the Premises directly to the utility service providers.

        9.4.2.    Cleaning.    Commencing on the Occupancy Date, Landlord shall cause the portions of the Premises used for offices to be cleaned Monday through Friday. Tenant shall be responsible at Tenant's sole cost and expense for cleaning all portions of the Premises not used for office purposes. Except as specified in Exhibit H, the cleaning standards generally prevailing in first-class combination office/laboratory buildings in the Town of Watertown, shall represent substantially the extent and scope of the cleaning to be provided by Landlord pursuant to this Section 9.4.2.

        (i)    the amount of the Basic Rent for the last year of the preceding Lease Term; or

        (ii)   95% of the Market Rent.

The term "Market Rent" shall mean the fair market rental value of the Premises for each Lease Year of the Extension Term calculated as of the commencement of the Extension Term, based on the length of such Extension Term, and the value of similar office space in the Complex and in the Waltham, Newton, Watertown and W. Cambridge area, and after adjustment for the then current operating expenses, additional rent, real estate taxes, and other amounts payable by Tenant, the condition of the Building and the Complex, and the governing provisions of this Lease, Market Rent shall be calculated on the then "as-is" condition of the Premises assuming the Building will be used for office space (but excluding any mezzanine level and any laboratory improvements constructed by Tenant). The Market Rent shall be determined as follows:

        (c)   In the event that Tenant gives such notice of disagreement, and Landlord and Tenant do not resolve by negotiation the Market Rent within thirty days after Tenant gives said notice of disagreement, the Market Rent shall be determined by appraisal as provided below.

        (d)   If Market Rent is to be determined by appraisal, then within ten days after the expiration of the thirty-day negotiation period referred to in Section 10.2(c), Landlord and Tenant shall each appoint as an appraiser a real estate appraiser experienced in appraising space similar to the Premises in the market or neighborhood area of the Premises, and give notice of such appointment to the other party. If either Landlord or Tenant shall not so appoint such an appraiser, then the appointed appraiser shall select the second appraiser within ten days after the failure of Landlord or Tenant, as the case may be, to appoint. Such two appraisers shall, within thirty days after the appointment of the latter of them to be appointed complete their determination of the Market Rent based on the standards set forth in this Section 10.2, and submit their appraisal reports simultaneously in writing to each of Landlord and Tenant. If their valuations vary by five percent or less from their arithmetic average, the Market Rent shall be the arithmetic average of the two valuations. If the valuations vary by more than five percent from their arithmetic average, the two appraisers shall, within ten days after submission of the last submitted appraisal report, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable to agree timely on the selection of the third appraiser, then either appraiser, on behalf of both, may request such appointment by the President of the Boston Bar Association. Within thirty days after the appointment of the third appraiser, the third appraiser shall determine Market Rent and give notice to Landlord and Tenant of such determination together with a copy of the appraisal report. The Market Rent shall be as determined by the third appraiser, (y) unless it is less than the valuation set forth in the lower of the first two appraisals previously obtained, in which case the valuation set forth in the lower appraisals shall be controlling, or (z) unless it is greater than the valuation set forth in the higher of the first two appraisals previously obtained, in which case the valuation set forth in the higher of the first two appraisals shall be controlling.

        (e)   If the three appraisers have not established the Market Rent before the Lease Expiration Date, then the Basic Rent for the first Lease Year of the Extension Term shall be calculated under clause (i) of the first sentence of this Section 10.2, until the Market Rate is determined by the appraisers, and then the parties shall adjust for over or under-payments within ten days after notice of the decision of the appraisers finally establishing the Market Rent is given to Tenant and Landlord.

        2.1    Tenant's Plans.    In connection with the performance of Tenant's Work, Tenant will submit to Landlord for Landlord's written approval a set of the Design/Development Plans. Landlord may list any comments it has on the Design Development Plans on Schedule A attached hereto. Tenant shall submit to Landlord for Landlord's written approval, the Final Construction Drawings not later than June 28, 2004 (the "Plan Submittal Deadline"). Landlord shall either approve or disapprove of such Final Construction Drawings within 6 Business Days of Landlord's receipt thereof and, in the event of any disapproval, Landlord will provide Tenant with a summary of the material reasons for disapproval, and of the changes that will be required before Landlord will reconsider approving the same. If necessary, Tenant shall promptly cause such Final Construction Drawings to be modified in accordance with Landlord's reasonable requests within 6 Business Days of Tenant's receipt of Landlord's comments. Landlord's approval of the Final Construction Drawings shall not be unreasonably withheld, conditioned or delayed, provided that they are consistent with the Design/Development Plans. At such time as the Final Construction Drawings are completed and approved by Landlord, Landlord and Tenant shall each execute and deliver the Landlord Approval Letter, reciting such approval and definitively identifying the Final Construction Drawings so approved, and a copy of such letter shall be appended to each counterpart of the Lease. The Landlord Approval Letter shall also list any elements of Tenant's Work that must be removed at the end of the Lease Term in accordance with Section 5.1.4. of the Lease. Landlord and Tenant agree that any mezzanine level constructed as part of Tenant's Work in accordance with the Final Construction Drawings shall be left in the Premises at the expiration of the Lease Term. After execution of the Landlord Approval Letter, any material changes to Tenant's Plans shall require Landlord's prior written approval, such approval to follow the procedure outlined in this Section above.

        Any approval granted by Landlord under this Section 2 shall be granted solely for the benefit of Landlord, and neither Tenant nor any third party shall have the right to rely upon Landlord's approval of any of the Tenant's Plans for any other purpose whatsoever. Without limiting the foregoing, Tenant shall be responsible for all elements of the design of Tenant's Work (including, without limitation, the compliance of the Tenant's Work and Tenant's Plans with Legal Requirements, functionality of design, the structural integrity of the design, the configuration of the Premises, the demising of the Premises, and the placement of Tenant's furniture, appliances and equipment), and Landlord's approval of the Tenant's Plans shall in no event relieve Tenant of the responsibility therefor.

        2.2    Plan Termination Rights.    If the parties have not agreed to the Final Construction Drawings, and executed the Landlord Approval Letter by July 15, 2004 (the "Plan Termination Date"), either Landlord or Tenant shall have the right to terminate this Lease by delivery of a notice of termination to the other party within five days after the Plan Termination Date, and the lease termination date shall be the date of the non-terminating party's receipt of the termination notice.

        2.3    Building Permit.    No later than 3 Business Days after the parties execution of the Landlord Approval Letter, the General Contractor and Beal Companies as Landlord's agent shall submit the building permit application and Tenant's Plans to the Town of Watertown. All permit fees incurred by Landlord in connection with obtaining the Building Permit (collectively, "Permit Costs"), shall be deducted directly from Landlord's Contribution.

        2.4    Tenant Delay.    Tenant shall cooperate, and shall cause General Contractor, Architect and the Engineers to cooperate, with Landlord and the Town of Watertown in connection with

obtaining the Building Permit. A delay in the obtaining of the Building Permit as a result of any of the following is referred to herein as a "Tenant Delay":

        The Building Permit Period shall be deemed to be extended on a day for day basis for each day of Tenant Delay. Landlord shall promptly notify Tenant of any Tenant Delay, and the corresponding extension of the Building Permit Period as a result of such delay.

        2.5    Building Permit Termination Rights.    

        If the Lease is terminated for any reason, Tenant shall promptly reimburse Landlord for the Permit Costs. The remedy set forth in this Section is Tenant's sole and exclusive right and remedy based upon any delay in the obtaining of the Building Permit.

        2.6    Rent Commencement Date Acceleration.    For purposes of calculating the Rent Commencement Date, the date the Building Permit is issued will be deemed to be the date of issuance of the Building Permit as moved forward on a day for day basis for each day of Tenant Delay.

        3.1    Commencement of the Tenant's Work.    Tenant shall not commence construction of Tenant's Work until the Building Permit is issued. At least 5 Business Days prior to commencement of Tenant's Work, Tenant shall deliver to Landlord certificates of insurance evidencing that the General Contractor is carrying all coverages required to be carried by contractors employed by Tenant under the Lease.

        3.2    Performance and Quality of the Tenant's Work.    Except for Landlord's Contribution, all of Tenant's Work shall be performed by Tenant at Tenant's sole cost and expense. All construction work conducted in connection with the Tenant's Work shall be done in a good and workmanlike manner with new, first-class materials, in a lien-free manner and in compliance with all Legal Requirements, and all requirements of public authorities and insurance bodies related to, or arising out of the performance of, such construction work. Landlord shall have the right to inspect such

construction work at any time, provided that Landlord shall use reasonable efforts to give Tenant prior notice of any such inspections.

        3.3    Completion of the Tenant's Work.    Tenant shall cause the Substantial Completion Certificate to be issued on or before the Outside Work Completion Date. Within fifteen days after the Substantial Completion Date, Tenant shall record against title to the Complex a Notice of Substantial Completion signed by the General Contractor that meets the requirements set forth in M.G.L. c. 254, s. 2A. If the Substantial Completion Date has occurred, Landlord shall sign any such Notice of Substantial Completion delivered to it within fifteen days after its receipt of same. Within 30 days after the Substantial Completion Date, Tenant shall, at Tenant's sole expense, deliver to Landlord a complete set of as-built plans for the Tenant Work, certified as being accurate and complete by the Architect. Such plans shall be in so-called "computer assisted design" or "CAD" format if requested by Landlord.

        3.3    Tenant's Permits.    Tenant shall obtain, at Tenant's sole cost and expense, on or before the Substantial Completion Date all Tenant Permits, and shall provide Landlord with copies of all Tenant Permits (the "Permit Condition").

        5.1    Maximum Amount.    As an inducement to Tenant's entering into the Lease, and subject to the terms and conditions set forth in this Work Letter, Landlord shall pay to Tenant Landlord's Contribution. Landlord's Contribution shall be used by Tenant to pay only for the following costs in connection with Tenant's Work: general construction costs; data/telecommunications cabling and related equipment costs; architectural services, including space plans, as-built plans, and mechanical, electrical and plumbing work; and construction management fees (collectively, "Tenant's Permitted Expenses").

        5.2    Payment.    Upon commencement of the construction of Tenant's Work, Tenant shall have the right to obtain payment of up to $425,000.00 of Landlord's Contribution (collectively, the "Periodic Payments") by submitting to Landlord (i) a statement (hereinafter "Tenant's Statement"), including requisitions from Tenant's contractors, third party invoices and other documentation reasonably requested by Landlord evidencing the total cost of, and payment for, Tenant's Permitted Expenses and (ii) lien waivers with respect to work set forth on Tenant's Statement. Tenant shall have the right to obtain payment of the remaining balance of Landlord's Contribution at any time after completion of Tenant's Work (the "Final Payment"), by submitting to Landlord (x) Tenant's Statement in accordance with (i) above; and (y) final lien waivers relating to items, services and work performed in connection with all phases and portions of Tenant's Work. Landlord shall have the right, upon reasonable advance notice to Tenant, to inspect Tenant's books and records relating to Tenant's Statement in order to verify the amount thereof. For the Periodic Payments, Landlord shall pay to Tenant within 10 days of Landlord's receipt of Tenant's Statement, the lesser of (i) Tenant's Permitted Expenses either incurred or to be incurred as detailed on Tenant's Statement, or (ii) $425,000.00, as reduced by the Permit Costs. For the Final Payment, Landlord shall pay to Tenant within 30 days of the date of Landlord's receipt of Tenant's Statement and the lien waivers in compliance with the terms of this Section 5.2, and provided that the Permit Condition is satisfied, the lesser of (i) an amount equal to Tenant's Permitted Expenses incurred by Tenant as detailed on Tenant's Statement, minus any portion of Landlord's Contribution previously paid to Tenant, or (ii) an amount equal to the unpaid balance of Landlord's Contribution, as reduced by the Permit Costs. Notwithstanding anything to the contrary contained in the Lease: (i) Landlord shall have no obligation to pay any portion of Landlord's Contribution requested under any Tenant's Statement that is submitted to Landlord after the Outside Work Completion Date; (ii) Landlord's obligation to pay any portion of Landlord's Contribution shall be conditioned upon Tenant being in compliance with the terms of this Lease and there existing no default by Tenant in its obligations under the Lease at the time that

Landlord would be required to make such payment; and (iii) Landlord shall have no obligation to advance any funds or pay any amounts on account of Tenant's Work in excess of Landlord's Contribution.

•

need to review elevations on new entrances

•

need to review mechanical system implications, including location of equipment, roof penetrations and exhaust equipment

Re:

Building 60, The Arsenal on the Charles
Watertown, Massachusetts (the "Premises")

•

Empty all waste receptacles and replace liners (to be supplied by Customer).

•

Remove dust from all furniture, window ledges, radiators, coat racks, artificial plants, paintings and other wall decorations using chemically treated cloths.

•

Completely wipe all furniture.

•

Spot clean doors and walls especially around door-frames and light switches.

•

Completely wash all glass.

•

Clean and polish all elevator doors, walls, etc.

•

Thoroughly vacuum all carpeting including edges.

•

Thoroughly sweep and damp mop all hard surface floors.

•

Spot clean all carpeting.

•

Spray-buff or hi-speed burnish all hard surface floors (three times per week).

•

Vacuum all upholstered furniture.

•

Render all dusting of accessible surfaces not reached by daily cleaning.

•

Clean and polish elevator tracks.

•

Dust or vacuum all ceiling vents.

•

Strip and refinish all hard surface floors.

•

Shampoo all carpeting using a rotary and extraction method.

•

Empty all waste receptacles and replace liners (to be supplied by Customer).

•

Empty all recyclable materials, if any, and dispose of in designated recycling containers.

•

Remove dust from all furniture, window ledges, radiators, etc.

•

Spot clean all doors and walls especially around door-frames and light switches.

•

Spot clean all glass doors, partitions and glass walls that may exist.

•

Thoroughly vacuum all carpeting.

•

Thoroughly sweep and damp mop all hard surface floors.

•

Completely wash all glass doors, partitions and glass walls that may exist.

•

Vacuum or wipe clean conference room chairs.

•

Spray-buff or hi-speed burnish all hard surface floors (Tuesdays & Thursdays).

•

Render all dusting of accessible surfaces not reached by daily cleaning.

•

Dust all ceiling vents.

•

Strip and refinish all hard surface floors.

•

Pull all trash and replace liners (to be supplied by Customer).

•

Remove dust from all furniture, window ledges, radiators, coat racks, artificial plants, paintings and other wall decorations.

•

Thoroughly wipe down all tables and chairs.

•

Wipe down all trash containers.

•

Spot clean doors and walls especially around and behind trash receptacles.

•

Thoroughly vacuum all carpeting.

•

Spot clean all carpeting.

•

Thoroughly dry-mop and damp mop all hard surface floors.

•

Spray-Buff or hi-speed burnish all hard surface floors.

•

Vacuum all ceiling vents.

•

Thoroughly scrub, seal and wax all hard surface floors.