Second Amendment To Lease

SECOND AMENDMENT TO LEASE



This Second Amendment to Lease (the " Second Amendment "), dated as of February 16th, 2005 is made by and between Marlborough Campus Limited Partnership, a Massachusetts limited partnership (" Landlord "), and 3Com Corporation, a Delaware corporation (" Tenant ").



BACKGROUND



WHEREAS, Landlord and Tenant entered into a lease (the " Original Lease ") dated as of November 26, 2002, as amended by a First Amendment to Lease dated as of November 26, 2002 (the Original Lease, as amended, the " Lease ") pursuant to which Landlord leased to Tenant certain premises containing approximately 168,315 rentable square feet (the " Original Premises ") located in the building at 350 Campus Drive (" Building 2 "), in The Campus at Marlborough (the " Project "), in Marlborough, Massachusetts; and



WHEREAS, Landlord and Tenant wish to amend the Lease as more particularly set forth herein.



AGREEMENT



NOW THEREFORE, in consideration of the mutual covenants and conditions of the parties set forth in the Lease and this Second Amendment, and for other good and valuable consideration, the parties, intending to be legally bound, agree that the Lease is hereby amended as follows:





1. Defined Terms . Capitalized terms used in this Second Amendment and not otherwise defined herein shall have the meanings set forth in the Lease. Except as otherwise expressly provided in this Second Amendment, the word "Building" in the Lease shall be deemed to refer to Building 1 and/or Building 2, as appropriate in the context.





2. Expansion Premises; Additional Premises .



(a) Landlord hereby leases and rents unto the Tenant and the Tenant hereby hires and takes from the Landlord the approximately 2,478 rentable square feet of space (the " Expansion Premises ") located on the second floor of the building located at 100 Campus Drive (" Building 1 "), as more particularly shown on Exhibit I attached hereto. From and after the date of this Second Amendment, all references in the Lease to the Premises shall be deemed to include the Original Premises and the Expansion Premises, such space consisting of a total of approximately 170,793 rentable square feet, and Section 2.2. of the Summary is amended accordingly.



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(b) Subject to the terms and conditions of this Second Amendment, effective as of the AP Lease Commencement Date (as defined below), Landlord hereby leases and rents unto the Tenant and the Tenant hereby hires and takes from the Landlord the approximately 30,203 rentable square feet of space (the " Additional Premises ") located on the fifth floor of Building 1, as more particularly shown on Exhibit J attached hereto. From and after the date after the day that EXACT Sciences Corporation (" EXACT ") vacates and surrenders to Landlord the Additional Premises (such date, the " AP Lease Commencement Date "), all references in the Lease to the Premises shall be deemed to include the Original Premises, the Expansion Premises and the Additional Premises, such space consisting of approximately 200,996 rentable square feet, and Section 2.2. of the Summary is amended accordingly. The Additional Premises shall be deemed to consist of two spaces, Space 5A consisting of approximately 11,834 rentable square feet and Space 5B consisting of approximately 18,369 rentable square feet. Space 5A and Space 5B refer to a number of rentable square feet and not to a particular area within the Additional Premises.



3. Term.





(a) The Lease Term with respect to the Expansion Premises shall commence on the date hereof and shall expire on July 31, 2010 (the " Building 1 Lease Expiration Date "), unless sooner terminated pursuant to the provisions of the Lease, as amended by this Second Amendment. The Lease Term with respect to the Original Premises shall expire on November 30, 2006 (the " Building 2 Lease Expiration Date "), unless sooner terminated pursuant to the provisions of the Lease, as amended by this Second Amendment (subject to Tenant92s Option to Extend set forth in Section 2.2 of the Original Lease).



(b) The Lease Term with respect to the Additional Premises shall commence on the AP Lease Commencement Date and shall expire concurrently with the term of the Expansion Premises on the Building 1 Lease Expiration Date, unless sooner terminated pursuant to the provisions hereof.



(c) Option to Extend . Notwithstanding anything to the contrary contained in the Original Lease and/or this Amendment: (i) Tenant shall have no right to extend or option to extend the Term of the Lease with respect to the Additional Premises and/or the Expansion Premises (which shall expire without notice on the Building 1 Lease Expiration Date); and (ii) the Option to Extend set forth in Section 3.4 of the Summary and Section 2.2 of the Original Lease shall pertain to the Original Premises only.



4. Rent . (a) Base Rent . Section 4 of the Summary of Basic Lease Information in the Lease is amended to read as follows:



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4. Base Rent:



Period RSF Annual Base
Rent Monthly
Installment of
Base Rent Per RSF

AP Lease Commencement
Date - 5/31/05 168,315 $ 3,534,615.00 $ 294,551.25 $ 21.00
18,369 $ 413,302.50 $ 34,441.88 $ 22.50
Total 186,684 $ 3,947,917.50 $ 328,993.13

6/1/05-11/30/06 168,315 $ 3,534,615.00 $ 294,551.25 $ 21.00
18,369 $ 413,302.50 $ 34,441.88 $ 22.50
14,312 $ 300,552.00 $ 25,046.00 $ 21.00
Total 200,996 $ 4,248,469.50 $ 354,039.13

12/1/06-7/31/10 14,312 $ 338,478.80 $ 28,206.57 $ 23.00
18,369 $ 413,302.50 $ 34,441.88 $ 22.50
Total 32,681 $ 751,781.30 $ 62,648.44




(b) Tenant acknowledges that the Additional Premises are currently occupied by EXACT, that EXACT may not vacate such space until EXACT and/or Tenant have completed certain tenant improvements on the second floor, and that Tenant92s rights with respect to the Additional Premises are contingent upon Landlord92s entering into a lease amendment with EXACT terminating EXACT92s lease with respect to the Additional Premises and modifying the description of the premises leased to EXACT to delete the Additional Premises and to include approximately 11,834 rentable square feet on the second floor of Building 1, all in form and substance satisfactory to Landlord, in its sole discretion. Tenant agrees that Landlord is entering into said amendment with EXACT at the request of Tenant, and Landlord shall have no liability for the failure of EXACT to vacate the fifth floor as contemplated by this Second Amendment and/or with respect to EXACT92s performance of, or failure to perform tenant improvements on the second floor of Building 1.



(c) Interim Rent for Expansion Premises and Space 5A . Tenant shall be entitled to occupy the Expansion Premises effective as of the date of this Amendment, but shall not be obligated to commence payment of Base Rent with respect to the Expansion Premises until June 1, 2005. If Tenant occupies all of any portion of the Expansion Premises prior to June 1, 2005, Tenant shall pay for utilities (as reasonably estimated by Landlord) and cleaning for the Expansion Premises through May 31, 2005. Tenant shall be entitled to occupy Space 5A effective as of the AP Lease Commencement Date, but shall not be obligated to commence payment of Base Rent with respect to Space 5A until June 1, 2005. If Tenant occupies all of any portion of the Additional Premises prior to June 1, 2005, Tenant shall pay for utilities (as reasonably estimated by Landlord) and cleaning for Space 5A from the date it initially occupies any portion of the Additional Premises through May 31, 2005.



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6. Base Year . The Base Year for the Original Premises shall remain as set forth in the Lease. The Base Year for the Expansion Premises and the Additional Premises shall be calendar year 2005 for Operating Expenses and for Tax Expenses; it being understood that in calculating Tax Expenses for the Base Year, Landlord shall use one-half of the taxes for the fiscal year from July 1, 2004 to June 30, 2005 and one-half of the taxes for the fiscal year from July 1, 2005 to June 30, 2006.



7. Tenant92s Pro Rata Share .



(a) Effective on the date hereof, Tenant92s Share is 31.70%, and Tenant92s Building Share with respect to Building 2 is 100%.



(b) Effective on the AP Lease Commencement Date and continuing until May 31, 2005, Tenant92s Share shall be 35.16% and Tenant92s Building Share with respect to Building 1 shall be 12.55%.
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