10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

Commission File Number: 0-21990

OXiGENE, INC.

(Exact name of registrant as specified in its charter)

Delaware	13-3679168
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

230 THIRD AVENUE

WALTHAM, MA 02451

(Address of principal executive offices, including zip code)

(781) 547-5900

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

As of July 16, 2004, there were 16,725,166 shares of the Registrant’s Common Stock issued and outstanding.

OXiGENE, INC.

Cautionary Factors that may Affect Future Results

The disclosure and analysis by OXiGENE, Inc. (the “Company”) in this report contain “forward-looking statements.” Forward-looking statements give management’s current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. These include statements, among others, relating to our planned future actions, our clinical trial plans, our research and development plans, our prospective products or product approvals, our beliefs with respect to the sufficiency of our cash and available-for-sale securities, our plans with respect to funding operations, projected expense levels, and the outcome of contingencies.

Any or all of our forward-looking statements in this report may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual results may vary materially from those set forth in forward-looking statements. The uncertainties that may cause differences include, but are not limited to: the Company’s history of losses, anticipated continuing losses and uncertainty of future profitability; the early stage of product development; uncertainties as to the future success of ongoing and planned clinical trials; the unproven safety and efficacy of products under development; the sufficiency of the Company’s existing capital resources; the possible need for additional funds; uncertainty of future funding; the Company’s dependence on others for much of the clinical development of its product candidates under development, as well as for obtaining regulatory approvals and conducting manufacturing and marketing of any product candidates that might successfully reach the end of the development process; the impact of government regulations, health care reform and managed care; competition from other companies and other institutions pursuing the same, alternative or superior technologies; the risk of technological obsolescence; uncertainties related to the Company’s ability to obtain adequate patent and other intellectual property protection for its proprietary technology and product candidates; dependence on officers, directors and other individuals; and risks related to product liability exposure.

We will not update forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law. You are advised to consult any further disclosures we make in our reports to the Securities and Exchange Commission including our 10-Q, 8-K and 10-K reports. Our filings list various important factors that could cause actual results to differ materially from expected results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

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INDEX

	Page No.
PART I—FINANCIAL INFORMATION	4
Item 1. Unaudited Financial Statements	4
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations	5
Condensed Consolidated Statements of Cash Flows	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3. Quantitative and Qualitative Disclosures about Market Risk	13
Item 4. Controls and Procedures	13
PART II—OTHER INFORMATION	14
Item 1. Legal Proceedings	14
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities	14
Item 3. Defaults upon Senior Securities	14
Item 4. Submission of Matters to a Vote of Security Holders	14
Item 5. Other Information	14
Item 6. Exhibits and Reports on Form 8-K	14
SIGNATURES	15

3

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements—Unaudited

OXiGENE, Inc.

Condensed Consolidated Balance Sheets

(All amounts in thousands, except per share data)

(Unaudited)

	June 30, 2004			December 31, 2003
Assets
Current assets:
Cash and cash equivalents	$	10,284		$	878
Available-for-sale securities		25,241			17,694
Restricted cash		—			364
Prepaid expenses		349			27
Other		43			22
Total current assets		35,917			18,985
Furniture and fixtures, equipment and leasehold improvements		922			905
Accumulated depreciation		(874	)		(861	)
		48			44
License agreements, net of accumulated amortization of $480 and $430 at June 30, 2004 and December 31, 2003, respectively		1,020			1,069
Deposits		112			107
Total assets	$	37,097		$	20,205
Liabilities and stockholders’ equity
Current liabilities:
License agreement payable—current portion	$	—		$	155
Accounts payable		1,045			1,546
Accrued research and development		1,368			1,294
Accrued other		726			740
Total current liabilities		3,139			3,735
Commitments and contingencies
Stockholders’ equity:
Common Stock, $.01 par value, 60,000 shares authorized; 16,725 shares at June 30, 2004 and 13,994 shares at December 31, 2003, issued and outstanding		167			140
Additional paid-in capital		119,564			97,674
Accumulated deficit		(84,887	)		(80,022	)
Accumulated other comprehensive loss		(365	)		(132	)
Notes receivable		(377	)		(962	)
Deferred compensation		(144	)		(228	)
Total stockholders’ equity		33,958			16,470
Total liabilities and stockholders’ equity	$	37,097		$	20,205

See accompanying notes.

4

OXiGENE, Inc.

Condensed Consolidated Statements of Operations

(All amounts in thousands, except per share data)

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2004			2003			2004			2003
License revenue	$	—		$	—		$	7		$	20
Costs and expenses:
Research and development		1,846			397			2,774			1,123
General and administrative		1,072			1,454			2,332			2,242
Amortization of license agreement		24			25			48			45
Total costs and expenses		2,942			1,876			5,154			3,410
Operating loss		(2,942	)		(1,876	)		(5,147	)		(3,390	)
Investment income		138			45			281			94
Interest expense		—			(18	)		—			(25	)
Other income (expense), net		1			—			1			(1	)
Net loss	$	(2,803	)	$	(1,849	)	$	(4,865	)	$	(3,322	)
Basic and diluted net loss per common share	$	(0.17	)	$	(0.15	)	$	(0.30	)	$	(0.26	)
Weighted average number of common shares outstanding		16,669			12,758			16,452			12,603

See accompanying notes.

5

OXiGENE, Inc.

Condensed Consolidated Statements of Cash Flows

(All amounts in thousands)

(Unaudited)

	Six months ended June 30,
	2004			2003
Operating activities:
Net loss	$	(4,865	)	$	(3,322	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		14			276
Compensation related to issuance of options and restricted stock		93			224
Amortization of licensing agreement		48			45
Changes in operating assets and liabilities:
Restricted cash		364			—
Prepaid expenses and other current assets		(343	)		(136	)
Accounts payable and accrued expenses		(441	)		(439	)
Net cash used in operating activities		(5,130	)		(3,352	)
Investing activities:
Purchase of available-for-sale securities		(9,780	)		(3,410	)
Proceeds from sale of available-for-sale securities		2,000			291
Amount paid for license agreements		(155	)		(133	)
Purchase of furniture, fixtures and equipment		(17	)		(8	)
Deposits		(4	)		(1	)
Net cash used in investing activities		(7,956	)		(3,261	)
Financing activities:
Proceeds from the issuance of common stock		22,410			13,981
Payment of notes receivable and related interest		82			517
Net cash provided by financing activities		22,492			14,498
Effect of exchange rate on changes in cash		—			6
Net increase in cash and cash equivalents		9,406			7,891
Cash and cash equivalents at beginning of period		878			3,752
Cash and cash equivalents at end of period	$	10,284		$	11,643

See accompanying notes.

6

OXiGENE, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2004

(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.

The condensed consolidated balance sheet at December 31, 2003 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-K for OXiGENE, Inc. (the “Company”) for the year ended December 31, 2003, which can be found at www.oxigene.com.

Revenue Recognition

Revenue is deemed earned when all of the following have occurred: all obligations of the Company relating to the revenue have been met and the earnings process is complete; the amounts received or receivable are not refundable; and there are neither future obligations nor future milestones to be met by the Company with respect to such revenue.

Currently, the Company does not have any products available for sale. The only source for potential revenue at this time is from the license to a third party of the Company’s formerly owned Nicoplex and Thiol Test technology. Revenue in connection with this license arrangement is earned based on sales of products or services utilizing this technology. Revenue is recognized on this agreement when payments are received due to the uncertainty of the timing of sales of products or services. License revenue of $7,000 was recognized during the six months ended June 30, 2004 in connection with this out-license arrangement.

Available-for-Sale Securities

In accordance with the Company’s investment policy, surplus cash is invested in fixed income mutual funds, certificates of deposit and U.S. Government and corporate debt securities. In accordance with Statement of Financial Accounting Standard No. 115 (“FAS 115”), Accounting for Certain Investments in Debt and Equity Securities, the Company separately discloses cash and cash equivalents from investments in marketable securities. The Company designates its marketable securities as available-for-sale securities. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, if any, reported as accumulated other comprehensive income (loss) in stockholders’ equity. Realized gains and losses and declines in value judged to be other-than-temporary along with interest and dividends on securities classified as available-for-sale are included in investment income.

In accordance with OXiGENE’s current investment policy, the Company’s investment objectives include the preservation of capital and the maintenance of liquidity, while seeking investments that deliver a suitable return in relationship to these guidelines. The Company assesses the market risk of its investments by continuously monitoring the market prices of its investments and related rates of return. Available-for-sale securities are as follows:

	June 30, 2004		December 31, 2003
	(In thousands)
Fixed income mutual funds	$	14,541	$	11,359
Certificates of deposit		3,118		1,161
Government bonds
Maturing in less than 2 years		743		250
Maturing in 2 to 4 years		1,482		—
Maturing in greater than 4 years		987		1,003
Subtotal government bonds		3,212		1,253
Corporate bonds
Maturing in less than 2 years		1,443		705
Maturing in 2 to 4 years		2,453		2,239
Maturing in greater than 4 years		474		977
Subtotal corporate bonds		4,370		3,921
Total available-for-sale securities	$	25,241	$	17,694

7

Accrued Research and Development

The Company charges all research and development expenses, both internal and external costs, to operations as incurred. External costs consist of amounts paid to outside service providers and fees paid to consultants. The majority of the Company’s research and development expenses involve arrangements with outside service providers. Costs incurred under fixed fee contracts are accrued ratably over the contract period absent any knowledge that the services will be performed other than ratably. Costs incurred under contracts to perform clinical trials are accrued as the activities on which the service is based are completed consistent with the terms of reimbursement. Upon termination of such contracts, the Company is normally only liable for costs incurred to date. As a result, accrued research and development expenses represent the Company’s estimated contractual liability to outside service providers at any of the relevant times.

Net Loss Per Share

Basic and diluted net loss per share were calculated in accordance with the provisions of Statement of Financial Accounting Standards No. 128, Earnings Per Share, by dividing the net loss per share by the weighted-average number of common shares outstanding. Diluted net loss per share includes the effect of all dilutive, potentially issuable common equivalent shares as defined using the treasury stock method. All of the Company’s common stock equivalents are antidilutive due to the Company’s net loss position for all periods presented. Common stock equivalents of 1,979,750 and 1,185,350 at June 30, 2004, and 2003, respectively, were excluded from the calculation of weighted average shares for diluted loss per share.

Stock-based Compensation

The Company accounts for stock-based compensation for employees under Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and has elected the disclosure-only alternative under SFAS No. 123, “Accounting for Stock-Based Compensation.” Accordingly, when options granted to employees have an exercise price equal to the market value of the stock on the date of grant no compensation expense is recognized. In accordance with SFAS No. 148, “Accounting for Stock Based Compensation-Transition and Disclosure,” the following tables present the effect on net loss and net loss per share as if compensation cost for the Company’s stock had been determined consistent with SFAS No. 123:

	Three months ended June 30,						Six months ended June 30,
	2004			2003			2004			2003
	(In thousands, except per share data)
Reported net loss	$	(2,803	)	$	(1,849	)	$	(4,865	)	$	(3,322	)
Less stock-based employee compensation expense determined under the fair value method for all stock options		(495	)		(72	)		(1,070	)		(253	)
Add stock-based employee compensation included in reported net loss		26			21			64			69
Pro forma net loss	$	(3,272	)	$	(1,900	)	$	(5,871	)	$	(3,506	)
Reported basic and diluted loss per share	$	(0.17	)	$	(0.15	)	$	(0.30	)	$	(0.26	)
Pro forma basic and diluted loss per share	$	(0.20	)	$	(0.15	)	$	(0.36	)	$	(0.28	)

Fair value was estimated on the grant date using the Black-Scholes option-pricing model with the assumptions below for options issued during 2004 and 2003.

	2004			2003
Risk free interest rate		2.03	%		2.87	%
Expected life		4 years			4 years
Expected volatility		95	%		79	%
Dividend yield		0.00	%		0.00	%
Fair value	$	6.01		$	2.80

During the six months ended June 30, 2004, the Company issued 6,000 options to external consultants. Such options have been accounted for at fair value in accordance with the provisions of SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction With Selling Goods or Services. Such compensation expense is recognized based on the vested portion of the compensation cost at the respective balance sheet dates.

Comprehensive Income (Loss)

Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income (“SFAS 130”), establishes rules for the reporting and display of comprehensive income (loss) and its components and requires unrealized gains or losses on the Company’s available-for-sale securities and the foreign currency translation adjustments to be included in other comprehensive income (loss).

Accumulated other comprehensive loss consisted of an unrealized (loss) on available-for-sale securities of ($365,000) at June 30, 2004 and an unrealized (loss) on available-for-sale securities of ($132,000) at December 31, 2003.

8

A reconciliation of comprehensive loss is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2004			2003			2004			2003
	(In thousands)
Net loss as reported	$	(2,803	)	$	(1,849	)	$	(4,865	)	$	(3,322	)
Unrealized gains (losses)		(412	)		3			(233	)		21
Foreign currency translation adjustment		—			5			—			5
Comprehensive loss	$	(3,215	)	$	(1,841	)	$	(5,098	)	$	(3,296	)

2. Stockholders’ Equity

In January 2002 the Company replaced a total of 1,109,571 cancelled options with new shares of stock issued under two restricted stock plans. New shares were issued under a Compensation Award Stock Program adopted in 2002, in which a total of 821,030 shares of Common Stock were issued to directors. In addition, under a Restricted Stock Program adopted in 2002, 208,541 shares of restricted Common Stock were issued to employees and consultants. The restricted shares are subject to forfeiture and transfer restrictions until they vest, generally over a three-year period. During the three months ended June 30, 2004 and 2003, the Company recognized compensation expense of approximately $26,000 and $21,000, respectively, in connection with the Restricted Stock Program awards. During the six months ended June 30, 2004 and 2003, the Company recognized compensation expense of approximately $64,000 and $69,000, respectively, in connection with the Restricted Stock Program awards. Under the terms of both programs, participants were permitted to request a loan from the Company, the proceeds of which were to be used to satisfy any participant tax obligations that arise from the awards. Each of these loans were evidenced by a promissory note. Principal amounts outstanding under the promissory notes accrue interest at a rate of 10% per year. The principal amount, together with accrued interest on the principal amount to be repaid, were scheduled to be repaid in three equal installments, on the first three anniversary dates of the stock grant date, unless extended by the Company. There remains approximately $55,000 outstanding from these notes which are due in January 2005.

Certain stock options have been exercised with the presentation of non-recourse promissory notes to the Company. The interest rate on the non-recourse promissory notes is 5.6% with maturity terms of one to three years. During the six months ended June 30, 2004, approximately $514,000 of notes and accrued interest were forfeited, leaving approximately $322,000 of notes and accrued interest outstanding at June 30, 2004. The notes become due on various dates from 2004 through 2006.

In January 2004, the Company received gross proceeds of approximately $24,200,000 from the sale of 2,755,695 shares of its Common Stock and received net proceeds of approximately $22,300,000 after the deduction of fees and expenses, pursuant to a takedown from a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission in October 2003, allowing it to sell up to $50,000,000 of its Common Stock, debt securities and/or warrants to purchase its securities. The Company plans to use these proceeds to accelerate the development of its lead compound, Combretastatin A4 Prodrug (CA4P), in both oncology and ophthalmology.

During the three and six months ended June 30, 2004 and 2003, the Company recorded $0 and $63,000, respectively, in compensation expense in connection with Stock Appreciation Rights (“SARs”) pursuant to the Company’s Stock Incentive Plan. All outstanding SAR’s expired in December 2003.

During the six months ended June 30, 2004 and 2003, the Company recognized stock-based compensation expense of approximately $28,000 and $113,000, respectively, in connection with options issued to non-employees.

3. Leases

In March 2004, the Company entered into a sublease agreement to occupy an additional 3,300 square feet of office space at its 230 Third Avenue in Waltham, Massachusetts headquarters with a term of 18 months. Lease payments will amount to $79,200 over the lease term.

4. New Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46), and in December 2003 issued a revised FIN 46 (FIN 46R) which addresses when a company should include in its financial statements the assets, liabilities and activities of another entity. FIN 46 requires consolidation of a variable interest entity if the reporting entity is subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the variable interest entity’s residual returns or both. The consolidation requirements of FIN 46 apply immediately to variable interest entities created after January 31, 2003, and to all other existing structures commonly referred to as special-purpose entities. The consolidation requirements will apply to variable interest entities created prior to January 31, 2003, other than special-purpose entities, in the first quarter of 2004. The adoption of FIN 46 and FIN 46R did not have a significant impact on the Company’s financial position or results of operations.

9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations as of June 30, 2004 and 2003 should be read in conjunction with the sections of our audited consolidated financial statements and notes thereto, as well as our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that is included in our Annual Report on Form 10-K for the year ended December 31, 2003.

Overview

OXiGENE, Inc. is a biopharmaceutical company engaged principally in the research and development of products for use in the treatment of cancer and certain ocular diseases. The Company’s efforts in oncology are focused on developing products for application as direct cancer treatment agents, particularly vascular targeting agents, or VTAs. These agents attack a tumor’s network of existing and emerging blood vessels, which are its main life support system. The Company is also investigating the use of certain products for other applications in the field of ophthalmology, in particular age-related macular degeneration and myopic macular degeneration. Certain Company activities are conducted with third parties, either through licensing arrangements or collaborations. Currently, OXiGENE has, in various stages of clinical and pre-clinical development, multiple therapeutic product candidates that were derived from its principal vascular targeting platform.

OXiGENE has devoted substantially all of its efforts and resources to date to research and development conducted on its own behalf and through strategic collaborations with clinical institutions, universities and other research organizations. OXiGENE believes that its research and development expenditures have been somewhat lower than those of other comparable biopharmaceutical companies, due to its use of strategic collaborations for the conduct of its research and its limited internal staff. The Company’s primary research and development activities relate to its compound CA4P for use in the treatment of various forms of cancer. More recently, the Company has expanded its research and development activities to include clinical trials of CA4P in ophthalmology. The Company does expect research and development expenditures to continue to increase over the coming year as it expands its clinical trial activities with respect to CA4P and its other compounds in development.

The Company’s failure to successfully complete human clinical trials, develop and market products over the next several years, or to realize product revenues, would materially adversely affect its business, financial condition and results of operations. Royalties or other revenue generated for the Company from commercial sales of the Company’s potential products are not expected for several years, if at all.

OXiGENE has generated a cumulative net loss of approximately $84,887,000 for the period from its inception through June 30, 2004. OXiGENE expects to incur significant additional operating losses over at least the next several years, principally as a result of its continuing clinical trials and anticipated research and development expenditures. The principal source of OXiGENE’s working capital has been the proceeds of private and public equity financing and the exercise of warrants and stock options; the Company currently has no material amount of licensing or other fee income. As of June 30, 2004, OXiGENE had no long-term debt or loans payable.

Results of Operations

Revenues

Three Months Ended June 30, 2004 and 2003

For the three months ended June 30, 2004 and June 30, 2003 the Company did not report any license revenue. Currently, the Company’s only source of revenue is from the license to a third party of its formerly owned nutritional and diagnostic technology. Future revenues from this license agreement are expected to be minimal.

The Company is not expected to generate material revenue or fee income unless it enters into a major licensing arrangement.

Six Months Ended June 30, 2004 and 2003

The Company reported $7,000 and $20,000 in license revenue for the six months ended June 30, 2004 and 2003, respectively. The amounts received are in connection with the license to a third party of its formerly owned nutritional and diagnostic technology. Future revenues from this license agreement are expected to be minimal.

Costs and expenses

Three Months Ended June 30, 2004 and 2003

Total costs and expenses for the three months ended June 30, 2004 and 2003 amounted to approximately $2,942,000 and $1,876,000, respectively.

Research and development expenses were approximately $1,846,000 during the three months ended June 30, 2004 and were approximately $397,000 for the comparable 2003 period, an increase of approximately $1,449,000 or 365%. The increase was primarily attributable to increased contracted research expenses relating to increased levels of activity under the Company’s pre-clinical and clinical trials for CA4P and development costs associated with OXi4503, the Company’s two lead compounds, and to a lesser extent, additional salaries and travel expenses in connection with managing these additional programs.

General and administrative expenses for the three months ended June 30, 2004 were approximately $1,072,000 and were $1,454,000 for the comparable 2003 period, a decrease of approximately $382,000 or 26%. The decrease is primarily attributable to reductions in depreciation expense, equity-related compensation expense, professional service fees and rent expense offset in part by an increase in salaries and benefits.

Six Months Ended June 30, 2004 and 2003

Total costs and expenses for the six months ended June 30, 2004 and 2003 amounted to approximately $5,154,000 and $3,410,000 respectively.

Research and development expenses were approximately $2,774,000 during the six months ended June 30, 2004 and were approximately $1,123,000 for the comparable 2003 period, an increase of approximately $1,651,000 or 147%. The increase was primarily attributable to expenses relating to increased levels of activity under the Company’s pre-clinical and clinical trials for CA4P and development costs associated with OXi4503, the Company’s two lead compounds, and to a lesser extent, additional salaries and travel expenses in connection with managing these additional programs.

10

General and administrative expenses for the six months ended June 30, 2004 were approximately $2,332,000 and were $2,242,000 for the comparable 2003 period, an increase of approximately $90,000 or 4%. The increase was attributable to increased salaries and professional service fees offset in part by reductions in depreciation expense, equity-related compensation expense and rent expense.

Other income and expenses

Investment income increased to approximately $138,000 in the three-month period ended June 30, 2004 compared to approximately $45,000 in the three month period ended June 30, 2003. Investment income increased to approximately $281,000 in the six-month period ended June 30, 2004 compared to approximately $94,000 in the six-month period ended June 30, 2003. The increases in both the three and six-month periods are due primarily to higher average cash and cash equivalent and available-for-sale securities balances in the 2004 periods.

Liquidity and Capital Resources

The Company has experienced net losses and negative cash flow from operations each year since its inception, except in fiscal 2000. As of June 30, 2004, the Company had an accumulated deficit of approximately $84,887,000. The Company expects to incur expenses, resulting in operating losses, over the next several years due to, among other factors, its continuing clinical trials, planned future clinical trials, and other anticipated research and development activities.

The Company had cash, cash equivalents and available-for-sale securities of approximately $35,525,000 at June 30, 2004, compared to approximately $18,936,000, which included restricted cash, at December 31, 2003. In the six-month period ended June 30, 2004, the Company experienced an increase in cash and cash equivalents of $9,406,000. The increase in cash and cash equivalents is due to cash provided by financing activities of $22,492,000, offset in part by cash used in operating activities of $5,130,000 and cash used in investing activities of $7,956,000.

The net cash provided by financing activities of $22,492,000 is attributable to proceeds from the issuance of common stock of $22,410,000 and proceeds from the receipt of payments on outstanding notes receivable of $82,000. Of the proceeds attributable to the issuance of common stock, $22,357,000 is attributable to proceeds from the sale of 2,755,695 shares of the Company’s common stock in January 2004, pursuant to a takedown from a shelf registration on Form S-3 filed with the Securities and Exchange Commission in October 2003, and $53,000 is attributable to proceeds from the exercise of options. The Company has been using the proceeds of its common stock offering to accelerate the development of its lead compounds in both oncology and ophthalmology.

Cash used in operating activities of $5,130,000 is primarily attributable to the net loss of $4,865,000, an increase in prepaid expenses of $343,000 in connection with upcoming pre-clinical development programs and insurance and a reduction in accounts payable and accrued expenses of $441,000, offset by the receipt of amounts previously held in a restricted cash account of $364,000 and non-cash charges totaling $155,000.

The net cash used in investing activities of $7,956,000 is primarily attributable to the purchase of available-for-sale securities of $9,780,000 and, to a lesser extent, $155,000 paid for license agreements, offset by proceeds from the sale of available-for-sale securities of $2,000,000.

In March 2004, the Company entered into a sublease agreement to occupy an additional 3,300 square feet of office space at its headquarters located at 230 Third Avenue in Waltham, Massachusetts, with a term of 18 months. Lease payments will amount to $79,200 over the lease term.

The Company is a biopharmaceutical company engaged principally in the research and development of products for use in the treatment of cancer and certain ocular diseases. This requires substantial amounts of cash from product conception to potential commercialization over a number of years. The Company expects to continue to incur significant losses from operations and anticipates that cash and cash equivalent balances will decrease as it attempts to commercialize the technologies and compounds it is currently working on. The Company’s policy is to seek to contain fixed expenditures by maintaining a relatively small number of employees and relying as much as possible on outside services for its research, development, pre-clinical testing and clinical trials. The Company makes payments to the University of Lund and Baylor University based on annual agreements of amounts to be funded for basic research. Generally, the Company’s payments to its clinical investigators include an upfront payment and additional payments upon the completion of milestones as defined in the agreements. The Company expects that it will not generate meaningful revenue in fiscal 2004 and beyond, if at all, unless and until the Company enters into new collaborations providing for funding, whether through the payment of licensing fees, up-front payments or otherwise.

The Company estimates that its cash, cash equivalents and available-for-sale marketable securities will be sufficient to satisfy the Company’s projected cash requirements for approximately the next 36 months of operation. The Company has focused and streamlined its research and development programs. However, the Company’s cash requirements may vary materially from those now planned for or anticipated by management due to numerous risks and uncertainties. These risks and uncertainties include, but are not limited to: the progress of and results of its pre-clinical testing and clinical trials of its VTAs under development, including CA4P, its lead Combretastatin based compound; the progress of the Company’s research and development programs; the time and costs expended and required to obtain any necessary or desired regulatory approvals; the resources, if any, that the Company devotes to developing manufacturing methods and advanced technologies; the ability of the Company to enter into licensing arrangements, including any currently unanticipated licensing arrangements that may be necessary to enable the Company to continue the Company’s development and clinical trial programs; the costs and expenses of filing, prosecuting and, if necessary, enforcing the Company’s patent claims, or defending the Company against possible claims of infringement by the Company of third party patent or other technology rights; the costs of commercialization activities and arrangements, if any, undertaken by the Company; and, if and when approved, the demand for the Company’s products, which demand is dependent in turn on circumstances and uncertainties that cannot be fully known, understood or quantified unless and until the time of approval, for example the range of indications for which any product is granted approval.

If its existing funds are not sufficient to continue operations, the Company would be required to seek additional funding and/or take other measures. If additional financing is needed, there can be no assurance that additional financing will be available on acceptable terms when needed, if at all. The Company had no material commitments for capital expenditures as of June 30, 2004.

11

The following table presents our contractual obligations and commercial commitments as of June 30, 2004:

	Total		Payments due by period (All amounts in thousands)
			Less than 1 year		1-3 years		4-5 years		After 5 years
Pre-clinical and clinical development commitments		2,790		2,626		130		34		—
Operating leases		2,570		443		856		812		459
Total contractual cash obligations	$	5,360	$	3,069	$	986	$	846	$	459

CRITICAL ACCOUNTING POLICIES

In December 2001, the SEC requested that all registrants discuss their most “critical accounting policies” in management’s discussion and analysis of financial condition and results of operations. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of the Company’s financial condition and results and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. While our significant accounting policies are described in Note 1 to our consolidated financial statements included in this report, we believe the following accounting policies to be critical:

Revenue Recognition

The Company believes that one of the more effective ways of working towards its goal of commercializing its technology is to enter into out-licensing collaborations with third parties. Historically, such collaborations have generally provided for the Company’s partners to make up-front payments, make additional payments upon the achievement of specific research and product development milestones, share in the costs of development and/or pay royalties. Such agreements typically provide for the development, manufacturing and commercialization responsibilities by the partner related to the Company’s drug candidates. Under these agreements, the Company administers and participates in several aspects of the development of its drug candidate, CA4P.

The Company recognizes revenue in accordance with Staff Accounting Bulletin (SAB) No. 104 (“SAB 104”), Revenue Recognition in Financial Statements and EITF 00-21, “Revenue Arrangements with Multiple Deliverables.” Under this accounting method, the Company recognizes revenue when it is earned, that is when all of the following have occurred: all obligations of the Company relating to the revenue have been met and the earning process is complete; the monies received or receivable are not refundable irrespective of research results; and there are neither future obligations nor future milestones to be met by the Company with respect to such revenue. In general, collaboration revenues are earned based upon research expenses incurred and milestones achieved. Non-refundable payments upon initiation of contracts are deferred and amortized over the period in which the Company is obligated to participate on a continuing and substantial basis in the research and development activities outlined in each contract. The Company continually reviews these estimates that could result in a change in the deferral period. Amounts received in advance of reimbursable expenses are deferred and only recognized when the related expenses have been incurred. Milestone payments are recognized as revenue in the period in which the parties agree that the milestone has been achieved and it is deemed that no further obligations exist.

Patent and Acquired License Costs

The Company files applications for patents in connection with technologies being developed. The patent applications and any patents issued as a result of these applications are important to the protection of the Company’s technologies that may result from its research and development efforts. Costs associated with patent applications and maintaining patents are expensed as incurred.

The Company has capitalized the costs of acquiring licenses related to its exclusive license agreement for the commercial development, use and sale of products or services covered by patent rights related to Combretastatin owned by Arizona State University. The present value of the amount payable under the license agreement has been capitalized and is being amortized over the term of the agreement (approximately 15.5 years). The Company also is required to pay royalties on future net sales of products relating to these patent rights.

The Company evaluates its intangibles for impairment indicators in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), which addresses financial accounting and reporting for the impairment of long-lived assets to be disposed. The Company’s sole intangible asset is the net present value of its license agreement with Arizona State University. Under SFAS 144, the Company routinely conducts an impairment analysis of the amount capitalized under this license agreement based upon estimates of the possible future revenues from the sale of an approved product to treat the various diseases and conditions for which the Company is currently conducting or planning to conduct clinical trials. During the fourth quarter of 2003, the Company performed this impairment analysis, which indicated that the net cash flow from these revenues, appropriately adjusted for the risks associated with successful commercialization, was found to exceed the current carrying value of the license agreement. The Company is not aware of any impairment of this asset at June 30, 2004.

Use of Estimates

The Company prepares its financial statements in accordance with generally accepted accounting principles. These principles require that the Company make estimates and use assumptions that affect the reporting of the Company’s assets and the Company’s liabilities as well as the disclosures that the Company makes regarding assets and liabilities and income and expense that are contingent upon uncertain factors as of the reporting date. The Company’s actual results, based upon the future resolution of these uncertainties, could differ from estimates.

R&D DISCLOSURE

Members of the Company’s research and development team typically work on a number of development projects concurrently. Accordingly, the Company does not separately track the costs for each of these research and development projects to enable separate disclosure of these costs on a project-by-project basis. For 2004 and 2003, however, the Company estimates that the majority of the research and development expense was related to sub-contract clinical expense and employee salaries related to the research and development of its lead vascular targeting agent compound, Combretastatin and the next generation of VTAs in the oncology and ophthalmology areas. Specific amounts and timelines for the completion of development of its existing compounds being developed have not been determined. However, the Company expects that it will take several years and several million dollars to continue the development of its existing compounds currently in clinical trials.

12

Tax Matters

As of December 31, 2003, the Company had net operating loss carry forwards of approximately $99,000,000 for U.S. and foreign income tax purposes, of which approximately $58,700,000 expires for U.S. tax purposes through 2023. Due to the degree of uncertainty related to the ultimate use of these loss carry forwards, the Company has fully reserved this tax benefit. Additionally, the future utilization of the U.S. net operating loss carry forwards is subject to limitations under the change in stock ownership rules of the Internal Revenue Service.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

At June 30, 2004, the Company did not hold any derivative financial instruments, commodity-based instruments or other long-term debt obligations. The Company has adopted an Investment Policy and maintains its investment portfolio in accordance with the Investment Policy. The primary objectives of the Investment Policy are to preserve principal, maintain proper liquidity to meet operating needs and maximize yields while preserving principal. Although the Company’s investments are subject to credit risk, OXiGENE follows procedures to limit the amount of credit exposure in any single issue, issuer or type of investment. The Company’s investments are also subject to interest rate risk and will decrease in value if market interest rates increase. However, due to the conservative nature of the Company’s investments and relatively short duration, OXiGENE believes interest rate risk is mitigated. The Company’s cash and cash equivalents are maintained in U.S. dollar accounts and amounts payable for research and development to research organizations are contracted primarily in U.S. dollars. Accordingly, the Company’s exposure to foreign currency risk is limited because its transactions are primarily based in U.S. dollars.

Item 4. Controls and Procedures

Evaluation of our Disclosure Controls and Procedures. The Securities and Exchange Commission requires that as of the end of the period covered by this Quarterly Report on Form 10-Q, the CEO and the CFO evaluate the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13(a)-15(e)) under the Securities Exchange Act of 1934, or the Exchange Act, and report on the effectiveness of the design and operation of our disclosure controls and procedures. Accordingly, under the supervision and with the participation of our management, including our CEO and CFO, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q.

CEO/CFO Conclusions about the Effectiveness of the Disclosure Controls and Procedures. Based upon their evaluation of the disclosure controls and procedures, our CEO and CFO have concluded that, subject to the limitations noted below, our disclosure controls and procedures are effective to provide reasonable assurance that material information relating to OXiGENE is made known to management, including the CEO and CFO, on a timely basis and particularly during the period in which this Quarterly Report on Form 10-Q was being prepared. In addition, there were no changes in our internal control over financial reporting, identified in connection with the evaluation of such controls that occurred during the last fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls. Our management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. While we believe that our disclosure controls and procedures have been effective, in light of the foregoing we intend to continue to examine and refine our disclosure controls and procedures and to monitor ongoing developments in this area.

13

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

On June 17, 2004, the Company held its Annual Meeting of Stockholders (the “Meeting”). On April 23, 2004, the record date for the meeting, there were 17,074,724 shares of outstanding Common Stock of the Company that could be voted at the Meeting. A total of 15,404,488 shares were present, in person or by proxy, and voted at the Meeting. At the Meeting, all nominees for director, Joel-Tomas Citron, Frederick W. Driscoll, Arthur B. Laffer, William N. Shiebler, Per-Olof Soderberg and J. Richard Zecher were elected by plurality as follows:

	FOR	Withhold Authority
Name of Director	Number of Shares	Number of Shares
Joel-Tomas Citron	15,194,840	209,648
Frederick W. Driscoll	15,194,840	209,648
Arthur B. Laffer	15,106,664	297,824
William N. Shiebler	14,803,526	600,962
Per-Olof Soderberg	15,194,840	209,648
J. Richard Zecher	15,194,840	209,648

At the Meeting, the Company’s stockholders also approved an amendment to the 1996 Stock Incentive Plan to increase from 1,500,000 to 2,500,000 the number of shares of common stock authorized for issuance under the Plan, with 4,168,633 votes cast in favor, 472,444 against and 33,370 abstentions.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

10.1	Office Lease, dated August 8, 2003, between the Registrant and The Realty Associates Fund III.
10.2	Office Sublease, dated March 16, 2004, between the Registrant and Schwartz Communications, Inc.
31.1	Certification of Principal Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K.

None

14

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	OXIGENE, INC. (Registrant)
Date: July 30, 2004	By:	/s/ Frederick W. Driscoll
		Frederick W. Driscoll President and Chief Executive Officer
Date: July 30, 2004	By:	/s/ James B. Murphy
		James B. Murphy Chief Financial Officer

15

EXHIBIT INDEX

Exhibit Number	Description
10.1	Office Lease, dated August 8, 2003, between the Registrant and The Realty Associates Fund III.
10.2	Office Sublease, dated March 16, 2004, between the Registrant and Schwartz Communications, Inc.
31.1	Certification of Principal Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

16

EX-10.1

Exhibit 10.1

LEASE BY AND BETWEEN

THE REALTY ASSOCIATES FUND III

AND

OXiGENE, INC.

at

230 Third Avenue

Waltham, Massachusetts 02451

Dated

August 8, 2003

TABLE OF CONTENTS

1.	Basic Lease Provisions	1
2.	Premises	3
3.	Term	3
4.	Rent	6
5.	Security Deposit	10
6.	Permitted Use	13
7.	Maintenance, Repairs and Alterations	14
8.	Insurance	17
9.	Damage or Destruction	19
10.	Real and Personal Property Taxes	21
11.	Utilities	22
12.	Assignment and Subletting	24
13.	Default; Remedies	29
14.	Landlord’s Right to Cure Default; Payments by Tenant	33
15.	Condemnation	34
16.	Vehicle Parking	35
17.	Broker’s Fee	35
18.	Estoppel Certificate	35
19.	Financial Information	36
20.	Landlord’s Liability	36
21.	Indemnity	36
22.	Exemption of Landlord from Liability	38
23.	Hazardous Substances	38
24.	Medical Waste	39

i

25.	Tenant Improvements	39
26.	Subordination and Rights of Mortgagees	40
27.	Option to Extend	41
28.	Landlord Reservations	43
29.	Changes to Property	43
30.	Intentionally Omitted	43
31.	Holding Over	44
32.	Landlord’s Access	44
33.	Security Measures	44
34.	Easements	45
35.	Transportation Management	45
36.	Severability	45
37.	Time of Essence	45
38.	Definition of Additional Rent	45
39.	Incorporation of Prior Agreements	45
40.	Amendments	45
41.	Notices	45
42.	Waivers	46
43.	Covenants	46
44.	Binding Effect; Choice of Law	46
45.	Attorneys’ Fees	47
46.	Auctions	47
47.	Signs	47
48.	Merger	47
49.	Quiet Possession	47

ii

50.	Authority	47
51.	Conflict	48
52.	Multiple Parties	48
53.	Interpretation	48
54.	Prohibition Against Recording	48
55.	Relationship of Parties	48
56.	Rules and Regulations	48
57.	Right to Lease	48
58.	Intentionally Omitted	48
59.	Intentionally Omitted	48
60.	Attachments	48
61.	Costs Related to Tenant Requests	49
62.	Confidentiality	49
63.	Waiver Of Jury Trial	49
64.	Access To Premises	49

iii

INDEX OF DEFINED TERMS

Term	Section
Alterations	7.3(a)
Bankruptcy Code	13.1(e)
Base Rent	1.14
Building	1.3
Changes	29
Comparison Year	4.2(b)
Commencement Date	1.11
Common Areas	2.2
Condemnation	15
Cost Pools	4.2(c)
Damages	21
Expiration Date	1.13
Grossed Up Operating Expenses	4.2
HVAC	4.2(c)
Hazardous Substance	23.1
Holder	26.1
INC	4.2(c)
Indemnified Matter	21
Indemnified Parties	21
Land	1.4
Landlord	1.1
Medical Waste	24.1
Mortgage	26.1
Net Worth	12.2
Number of Tenant Parking Spaces	1.19
Office Park	1.6
Operating Cost Base Year	1.18
Operating Expenses	4.2(c)
Parties	1.1
Permitted Use	1.9
Premises	1.2
Property	1.5
Real Estate Broker	1.20
Real Property Taxes	10.2
Rent Commencement Date	1.12
Rentable Area of Building	1.8
Rentable Area of Premises	1.7
Requisition	3.1(c)(2)
Rules	16.1
SNDA	26.2
Security Deposit	1.16
Supplemental Systems	11.5

iv

Tax Base Year	1.18
Tenant	1.1
Tenant Improvement Allowance	3.1(c)
Tenant Parties	21
Tenant’s Property	9.5
Tenant’s Share	1.17
Term	1.10
Transfer	12.1
Transfer Premium	12.6
Work Letter	25

v

LEASE

1. Basic Lease Provisions.

1.1 Parties: This Lease, dated as of August 8, 2003, made by and between The Realty Associates Fund III, a Delaware limited partnership (“Landlord”) and OXiGENE, Inc., a Delaware corporation (“Tenant”).

1.2 Premises: A portion of the fifth floor of the Building, as shown on Exhibit “A” attached hereto.

1.3 Building: The building known as and numbered 230 Third Avenue, Waltham, Massachusetts 02451.

1.4 Land: The Land upon which the Building is located as it may be enlarged or reduced from time to time.

1.5 Property: The Land and the Building.

1.6 Office Park: All of the Land, buildings and improvements comprising the Prospect Hill Office Park, Including the Building and the Premises, as from time to time constituted.

1.7 Rentable Area of Premises: Agreed to be 4,000 rentable square feet.

1.8 Rentable Area of Building: Agreed to be 293,084 rentable square feet.

1.9 Permitted Use: General office use, subject to the requirements and limitations contained in Section 6.

1.10 Term: The period commencing on the Commencement Date and ending on the Expiration Date.

1.11 Commencement Date: The Commencement Date shall be the later to occur of (i) September 1, 2003, and (ii) the Substantial Completion Date.

1.12 Rent Commencement Date: The one hundred sixth (106^th) day after the Commencement Date.

1.13 Expiration Date: 11:59 p.m., local time, on the day immediately preceding the fifth (5^th) anniversary of the Rent Commencement Date, provided that if the Rent Commencement Date is other than the first day of a calendar month, then the Expiration Date shall be 11:59 p.m., local time, on the last day of the calendar month in which such anniversary occurs.

1

1.14 Base Rent: The Base Rent is as follows:

RENTAL PERIOD	ANNUAL BASE RENT		MONTHLY PAYMENT		BASE RENT PER SQUARE FOOT
Lease Year 1	$	94,000,00	$	7,833.33	$	23.50
Lease Year 2	$	98,000.00	$	8,166.67	$	24.50
Lease Year 3	$	102,000.00	$	8,500.00	$	25.50
Lease Year 4	$	106,000.00	$	8,833.33	$	26.50
Lease Year 5	$	110,000.00	$	9,166.67	$	27.50

1.15 Base Rent Paid Upon Commencement Date: N/A.

1.16 Security Deposit: $34,000.00, in accordance with section 5.

1.17 Tenant’s Share: 1.365%

1.18 Tax Base Year: Fiscal Year 2004.

Operating Cost Base Year: Calendar Year 2003.

1.19 Number of Tenant Parking Spaces: Twelve (12) spaces (3.0 parking spaces per 1,000 feet of Premises Rentable Area) to be used in common and on an unassigned basis.

1.20 Real Estate Broker: Meredith & Grew and CB Richard Ellis

1.21 Attachments to Lease:

Exhibit A — Premises

Exhibit B — Verification Letter

Exhibit C — Rules and Regulations

1.22 Address for Notices:

Landlord:	The Realty Associates III Fund
	c/o Spaulding and Slye
	5 Hayden Avenue
	Lexington. Massachusetts 02421
	Telephone No. (781) 778-2547
	Fax No. (781) 778-2580
	Attention: Property Manager
With a copy to:	TA Associates Realty
	28 State Street, 10th Floor
	Boston, Massachusetts 02109
	Telephone No. (617) 476-2700
	Fax No. (617) 476-2799
	Attention: Waltham Asset Manager

2

and:	Stephen T. Langer, Esq.
	40 Court Street, Suite 700
	Boston, MA 02108
	Telephone No. (617) 933-3830
	Fax No. (617) 933-3831
Tenant:	OXiGENE, Inc.
	321 Arsenal Street
	Watertown, MA 02472
With a copy to:	Mintz Levin et al
	One Financial Center
	Boston, Massachusetts 02111
	Telephone No. (617) 542-6000
	Fax No. (617) 542-2241
	Attention: Jeffrey M. Wiesen, Esq.

2. Premises

2.1 Lease of Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon all of the conditions set forth herein, the Premises, together with certain rights to the Common Areas as hereinafter specified.

2.2 Common Areas-Defined. The term “Common Areas” is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Property that are designated by Landlord from time to time for the general non-exclusive use of Landlord, Tenant and the other tenants of the Property and their respective employees, suppliers, customers and invitees, including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, roadways and sidewalks. Landlord may also designate other land and improvements outside the boundaries of the Property in which Landlord has rights to be a part of the Common Areas, provided that such other land and improvements have a reasonable and functional relationship to the Property.

3. Term.

3.1 (a) Term, Commencement Date, Rent Commencement Date and Expiration Date. The Term, Commencement Date, Rent Commencement Date and Expiration Date of this Lease are as specified in Sections 1.10 and 1.11. As used in this Lease, “Lease Year” shall mean each period of one year during the Term commencing on the Commencement Date or on any anniversary thereof, provided that the first Lease Year shall consist of the period between the Commencement Date and the last day of the calendar month in which the Rent Commencement Date occurs and the succeeding twelve full calendar months, and each succeeding Lease Year shall consist of a one-year period commencing on the first day of the calendar month following the calendar month in which the Rent Commencement Date fell.

3

Tenant shall, within five (5) business days after Landlord’s request, complete and execute the Verification Letter attached hereto as Exhibit “B” and deliver it to Landlord. Tenant’s failure to execute the Verification Letter within said five (5) business day period shall constitute Tenant’s acknowledgment of the truth of the facts contained in the letter delivered by Landlord to Tenant. However, Landlord’s failure to prepare or deliver a Verification Letter shall have no effect on the Term, Commencement Date, Rent Commencement Date or Expiration Date.

3.2 Preparation of the Premises.

(a) Landlord has prepared a space plan for the Premises (the “Space Plan”) showing the general layout and location of improvements to be constructed by Landlord. The Space Plan is dated July 29, 2003, and was prepared by Design Management, and has been approved by Tenant. Promptly upon execution and delivery of this Lease by both parties, Landlord shall have plans (the “Plans”) for the interior finish and other tenant improvements to the Premises prepared in accordance with Landlord’s current Building standards (as set forth in Schedule A to this Lease) and otherwise in substantial accordance with information provided to Landlord by Tenant prior to the date hereof. The Plans shall be submitted to Tenant for its approval, which shall not be unreasonably withheld or delayed. Failure by Tenant to disapprove any submission or resubmission of the Plans within five (5) days after submission or any resubmission shall constitute approval thereof. Any disapproval shall be accompanied by a specific statement of the reasons therefor. If the Plans are disapproved by Tenant because the Plans as initially prepared were inconsistent with Building Standards or with the information provided by Tenant prior to the date hereof as described above, Landlord shall revise the Plans pursuant to Tenant’s reasonable requests and resubmit the revised Plans to Tenant within ten (10) business days after receipt of Tenant’s objection.

(b) Promptly after approval of the Plans (and execution of a work letter describing the work to be performed by Landlord pursuant to the Plans (“Landlord’s Work”), if requested by Landlord), Landlord shall commence and exercise commercially reasonable efforts to substantially complete Landlord’s Work on or before September 15, 2003, at Landlord’s sole cost and expense. Landlord shall undertake Landlord’s Work in a good and workmanlike manner, free of all liens against Tenant’s interests and in accordance with applicable laws.

(c) The Premises shall be deemed ready for occupancy on the first day as of which Landlord’s Work has been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after occupancy has been taken without causing undue interference with Tenant’s use of the Premises (i.e. so-called “punch list” items), Landlord has received a certificate of occupancy therefor (which certificate may be temporary if any conditions therefor are to be performed by Tenant hereunder) and Tenant has been given at least one (1) business day’s prior notice thereof. Such date is hereinafter called the “Substantial Completion Date.” Landlord shall use commercially reasonable efforts to substantially complete Landlord’s Work on or before September 15, 2003, but shall have no liability for failure to do so, other than the obligation to provide the Temp Space as provided in Section 3.5 below. Landlord and Tenant shall schedule an inspection walk-through of the Premises promptly upon the occurrence of the Substantial Completion Date to review Landlord’s Work and to prepare the punch list. Landlord shall use commercially reasonable efforts to compete any punch-list items of work within thirty (30) days after the Substantial Completion Date, and Tenant shall afford Landlord access to the Premises therefor.

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3.3 Condition; Landlord’s Performance. (a) Tenant shall give Landlord written notice, not later than three calendar months after the Substantial Completion Date (which shall be extended to six calendar months as to defects that could not be discovered by a careful visual inspection or by normal use), of any respects in which Landlord has not performed Landlord’s Work fully, properly and in accordance with the terms of this Lease. Except as identified in any such notice from Tenant to Landlord, Tenant shall have no right to make any claim that Landlord has failed to perform any of Landlord’s Work fully, properly and in accordance with the terms of this Lease, or to require Landlord to perform any further Landlord’s Work. Except for Landlord’s Work, the Premises are being leased in their present condition, AS IS, WITHOUT REPRESENTATION OR WARRANTY by Landlord. Tenant acknowledges that it has inspected the Premises and Common Areas and, subject to completion of Landlord’s Work, has found the same satisfactory.

(b) If the Substantial Completion Date has not occurred by December 31, 2003 (the “Construction Deadline,” as it may be extended pursuant to Section 3.4) Tenant shall have the right to terminate this Lease by giving notice to Landlord, not later than thirty (30) days after the Construction Deadline (as so extended), of Tenant’s desire so to do; and this Lease shall cease and come to an end without further liability or obligation on the part of either party sixty (60) days after the giving of such notice, unless, within such 60-day period, Landlord substantially completes Landlord’s Work; and such right of termination shall be Tenant’s sole and exclusive remedy at law or in equity for Landlord’s failure so to complete such Work within such time.

3.4 Tenant’s Delays.

(a) If a delay shall occur in the Substantial Completion Date, and such delay would not have occurred but for the occurrence of any of the following:

(i) any request by Tenant that Landlord delay the commencement or completion of Landlord’s Work for any reason;

(ii) any delay beyond the date of this Lease in the preparation or delivery of the Plans, or any request by Tenant for any change in any of the Plans after the date hereof;

(iii) any other act or omission of Tenant or its officers, agents, employees or contractors;

(iv) any special requirement of the approved Plans not in accordance with Landlord’s Building standards; or

(v) any reasonably necessary displacement of any of Landlord’s Work from its place in Landlord’s construction schedule resulting from any of the causes for delay referred to in this paragraph (a) and the fitting of such Landlord’s Work back into such schedule;

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then Tenant shall, from time to time and within ten (10) days after demand therefor, pay to Landlord for each day of such delay the amount of Base Rent, Additional Rent and other charges that would have been payable hereunder had the Tenant’s obligation to pay Base Rent (without regard to any period of free rent) commenced immediately prior to such delay.

(b) If a delay in the Substantial Completion Date, or if any substantial portion of such delay, is the result of Force Majeure, and such Force Majeure delay would not have occurred but for a delay described in paragraph (a), such Force Majeure delay shall be added to the delay described in paragraph (a).

(c) The delays referred to in paragraphs (a) and (b) are herein referred to collectively and individually as “Tenant’s Delay.” The Construction Deadline shall automatically be extended one day for each day of Tenant’s Delay.

3.5 Early Access; Interim Space. (a) Tenant shall have access to the Premises prior to the Commencement Date solely for the purpose of installation of furniture, equipment, and telephone/data wiring, provided that such access shall be subject to all of the terms and conditions of this Lease, other than the payment of Base Rent. Tenant’s access shall be subject to reasonable scheduling and other requirements of Landlord and Landlord’s contractor, and Tenant shall deliver to Landlord certificates of liability, casualty and workmen’s compensation insurance prior to having any such access. Any interference with Landlord’s Work as a result of Tenant’s early access shall constitute a Tenant Delay.

(b) In addition, if (other than as a result of any Tenant’s Delay) Landlord determines that the Substantial Completion Date will not occur on or before September 1, 2003, Landlord will so notify Tenant and, upon written request by Tenant, Landlord will identity and make available for Tenant’s temporary use and occupancy other space (the “Temp Space”) in the Building having a size reasonably comparable to or larger than that of the Premises, which Tenant may use in lieu of the Premises on all of the terms and conditions of this Lease from September 1, 2003 until the Substantial Completion Date occurs and Landlord gives Tenant notice thereof. Tenant shall not be required to pay Base Rent during its occupancy of the Temp Space, but Tenant shall be solely responsible for the cost of installing and removing any wiring or cabling for Tenant’s telecommunications or other equipment (all of which shall remain Tenant’s property and be removed upon tenant’s vacating the Temp Space). Tenant’s right to use and occupy the Temp Space shall cease as of 5:00 p.m. on the day specified by Landlord in a notice to Tenant that the Substantial Completion Date has occurred, and Tenant shall vacate the Temp Space and relocate its furnishings, equipment and property to the Premises. During the period that Tenant occupies the Temp Space, the Temp Space shall for all purposes of this Lease (except payment of Base Rent) be deemed to be the Premises demised hereunder.

4. Rent.

4.1 Base Rent. Tenant shall pay to Landlord the Base Rent set forth in Section 1.14, without offset or deduction commencing on the Rent Commencement Date and thereafter on the first day of each calendar month. Base Rent for any period during the term hereof which is for

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less than one month shall be prorated based upon the actual number of days of the calendar month involved. Base Rent and all other amounts payable to Landlord hereunder shall be payable to Landlord in lawful money of the United States, and Tenant shall be responsible for delivering said amounts to Landlord at the address stated herein or to such other person or to such other place in the continental United States as Landlord may designate in writing. Landlord and Tenant agree that all amounts due from Tenant under or in respect of this Lease, whether labeled Base Rent, additional rent, additional charges or otherwise, shall be considered as rental reserved under this Lease for all purposes, including without limitation regulations promulgated pursuant to the Bankruptcy Code, and including further without limitation Section 502(b) thereof.

4.2 Operating Expense Increases. Tenant shall pay to Landlord during the term hereof, in addition to the Base Rent, Tenant’s Share of the amount by which all Operating Expenses for each Comparison Year exceed the amount of all Operating Expenses for the Operating Cost Base Year. If less than 95% of the rentable square feet in the Building is occupied by tenants or Landlord is not supplying services to tenants occupying 95% of the rentable square feet of the Building at any time during any calendar year (including the Operating Cost Base Year), Operating Expenses for such calendar year shall be reasonably extrapolated by Landlord, on an item-by-item basis to the extent each such category of Operating Expenses varies with occupancy, to the amount of Operating Expenses that would normally be expected to be incurred had 95% of the Building’s rentable square feet been occupied and had Landlord been supplying services to tenants occupying 95% of the Building’s rentable square feet throughout such calendar year (hereinafter the “Grossed Up Operating Expenses”), and such amount shall be the Operating Expenses for such calendar year. Landlord’s good faith estimate of Grossed Up Operating Expenses shall not be subject to challenge or recalculation by Tenant. Tenant’s Share of Operating Expense increases shall be determined in accordance with the following provisions:

(a) “Tenant’s Share” is defined as the percentage set forth in Section 1.17, which percentage has been determined by dividing the Rentable Area of Premises by the Rentable Area of Building, and multiplying the resulting quotient by one hundred (100). In the event that the Rentable Area of Premises or the Rentable Area of Building changes, Tenant’s Share shall be adjusted in the year the change occurs, and Tenant’s Share for such year shall be determined on the basis of the days during such year that each Tenant’s Share was in effect.

(b) For purposes of determining Tenant’s Share of Operating Expense increases, “Comparison Year” is defined as each calendar year during the term of this Lease after the Operating Cost Base Year. In the event of any partial Comparison Years during the Term, Tenant’s Share of the Operating Expense increases therefor shall be prorated according to that portion of such Comparison Year as to which Tenant is responsible for a share of such increase. For purposes of determining Tenant’s Share of Real Property Tax increases, “Comparison Year” is defined as each tax fiscal year during the term of this Lease after the Tax Base Year. Tenant’s Share of Real Property Tax increases for any partial Comparison Years during the Term shall be prorated according to that portion of such Comparison Year as to which Tenant is responsible for a share of such increase.

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(c) “Operating Expenses” shall mean all costs, expenses and fees incurred by Landlord in connection with or attributable to the Property, including but not limited to, the following items: (i) all costs, expenses and fees associated with or attributable to the ownership, management, operation, repair, maintenance, improvement, alteration and replacement of the Property, or any part thereof, including but not limited to, the following: (A) all surfaces, coverings, decorative items, carpets, drapes, window coverings, parking areas, loading and unloading areas, trash areas, roadways, sidewalks, stairways, landscaped areas, striping, bumpers, irrigation systems, lighting facilities, building exteriors and roofs, fences and gates; (B) all heating, ventilating and air conditioning equipment (“HVAC”) (including, but not limited to, the cost of replacing or retrofitting HVAC equipment to comply with laws regulating or prohibiting the use or release of chlorofluorocarbons or hydrochlorofluorocarbons), plumbing, mechanical, electrical systems, life safety systems and equipment, telecommunication equipment, elevators, escalators, tenant directories, fire detection systems including sprinkler system maintenance and repair; (ii) the cost of trash disposal, janitorial services and security services and systems; (iii) the cost of all insurance purchased by Landlord pursuant to Section 8 of this Lease, including any deductibles; (iv) the cost of water, sewer, gas, electricity, and other utilities available at the Property and paid by Landlord; (v) the cost of labor, salaries and applicable fringe benefits incurred by Landlord; (vi) the cost (purchase or rental) of materials, supplies and tools used in operating, managing, maintaining, repairing and/or cleaning the Property; (vii) the cost of accounting fees, management fees, legal fees and consulting fees attributable to the ownership, operation, management, maintenance and repair of the Property plus the cost of any space occupied by the property manager (provided that if the Property is managed by Landlord or an affiliate of Landlord, the management fee so included in Operating Expenses shall not exceed a commercially reasonable management fee that would be paid to an unaffiliated manager for like property management services); (viii) the cost of replacing, modifying and/or adding improvements or equipment mandated by any law, statute, regulation or directive of any governmental agency first having application to the particular area or item in question after the date hereof, and any repairs, disposals or removals necessitated thereby (including, but not limited to, the cost of complying with the Americans With Disabilities Act); (ix) payments made by Landlord under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the payment or sharing of costs among property owners; (x) any business property taxes or personal property taxes imposed upon the fixtures, machinery, equipment, furniture and personal property used in connection with the operation of the Property; (xi) the cost of all business licenses, any gross receipt taxes based on rental income or other payments received by Landlord, commercial rental taxes or any similar taxes or fees; (xii) transportation taxes, fees or assessments, including but not limited to, mass transportation fees, metrorail fees, trip fees, regional and transportation district fees, (xiii) all costs and expenses associated with or related to the implementation or support by Landlord of any vanpool or other traffic management or transportation demand management or similar program; (xiv) fees assessed by any air quality management district or other governmental or quasi-governmental entity regulating pollution; (xv) the cost of installing intrabuilding network cabling (“INC”) and maintaining, repairing, securing and replacing existing INC; and (xvi) the cost of any other service provided by Landlord to all tenants of the Building or any cost that is elsewhere stated in this Lease to be an Operating Expense; and (xvii) the Property’s share of the costs of operating and maintaining the Office Park, payable by Landlord as owner of the Property. Real Property Taxes shall be paid in accordance with Section 10 below and shall not be included in Operating

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Expenses. Landlord shall have the right but not the obligation, from time to time, to equitably allocate some or all of the Operating Expenses among different tenants of the properties owned by Landlord or its affiliates within the Office Park or among the different buildings owned by Landlord or its affiliates within the Office Park (the “Cost Pools”). Such Cost Pools may include, but shall not be limited to, the office space tenants of such buildings and the retail space tenants of such buildings.

(d) Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to which Landlord is otherwise reimbursed by any third party or by insurance proceeds.

(e) If the cost incurred in making an improvement or replacing any equipment is not fully deductible as an expense in the year incurred in accordance with generally accepted accounting principles, the cost shall be amortized over the useful life of the improvement or equipment, as reasonably determined by Landlord, together with an interest factor on the unamortized cost of such item equal to the lesser of (i) twelve percent (12%) per annum or (ii) the maximum rate of interest permitted by applicable law.

(f) Tenant’s Share of Operating Expense increases shall be payable by Tenant within ten (10) days after a reasonably detailed statement of actual expenses is presented to Tenant by Landlord. At Landlord’s option, however, Landlord may, from time to time, estimate what Tenant’s Share of Operating Expense increases will, and the same shall be payable by Tenant in monthly installments during each Comparison Year of the Lease Term, on the same day as the Base Rent is due hereunder. In the event that Tenant pays Landlord’s estimate of Tenant’s Share of Operating Expense increases, Landlord shall use its best efforts to deliver to Tenant within one hundred eighty (180) days after the expiration of each Comparison Year a reasonably detailed statement showing Tenant’s Share of the actual Operating Expense increases incurred during such year. Landlord’s failure to deliver the statement to Tenant within said period shall not constitute Landlord’s waiver of its right to collect said amounts or otherwise prejudice Landlord’s rights hereunder. If Tenant’s payments under this Section 4.2(f) during said Comparison Year exceed Tenant’s Share as indicated on said statement, Tenant shall be entitled to credit the amount of such overpayment against Tenant’s Share of Operating Expense increases next falling due. If Tenant’s payments under this Section 4.2(f) during said Comparison Year were less than Tenant’s Share as indicated on said statement, Tenant shall pay to Landlord the amount of the deficiency within thirty (30) days after delivery by Landlord to Tenant of said statement. Landlord and Tenant shall forthwith adjust between them by cash payment any balance determined to exist with respect to that portion of the last Comparison Year for which Tenant is responsible for Operating Expense increases, notwithstanding that the Lease term may have terminated before the end of such Comparison Year; and this provision shall survive the expiration or earlier termination of the Lease.

(g) The computation of Tenant’s Share of Operating Expense increases is intended to provide a formula for the sharing of costs by Landlord and Tenant and will not necessarily result in the reimbursement to Landlord of the exact costs it has incurred.

(h) Provided there then exists no default or Event of Default on the part of Tenant hereunder, if Tenant shall so request within 90 days after receipt of any statement

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required to be presented by Landlord hereunder, and upon reasonable advance written notice from Tenant, Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, to review Landlord’s ledger and supporting records relating to Operating Expenses for the Comparison Year in respect of which such statement was prepared for the purpose of verifying any accounting that Landlord is required to give hereunder. In making any such examination, Tenant agrees, and shall cause its auditors, accountants and any other employees, agents or contractors having access to such information to agree, to keep strictly confidential (i) any and all information contained in such records, and (ii) the circumstances and details pertaining to such examination, including without limitation the nature of any dispute in respect of Operating Expenses and the nature or details of any settlement thereof; and Tenant will confirm and cause its auditors, accountants, employees, agents and contractors to confirm such agreement in writing, if so requested by Landlord, prior to such examination. Landlord’s accounting shall be binding and conclusive upon Tenant unless, (i) Tenant has within such 90-day period referred to above, advised Landlord of Tenant’s desire to review Landlord’s records, and (ii) within sixty (60) days after receipt of such accounting, Tenant shall notify Landlord in writing that Tenant disputes the correctness of such accounting, specifying the particular respects in which the accounting is claimed to be incorrect. If such dispute has not been resolved by agreement within thirty (30) days after Tenant’s notice of such dispute, then Tenant may, within such 30-day period, submit the matter to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that there shall be only one arbitrator, who shall have had at least ten (10) years’ experience as a certified property manager in buildings similar to the Building and in the same general location and market, and who has not at any time been employed by Landlord or any affiliate of Landlord. If Tenant shall fail to submit the matter to arbitration within such 30-day period, then the accounting shall be conclusively deemed to be correct. Pending resolution by agreement or arbitration, and as a condition to Tenant’s rights hereunder, Tenant shall continue to make any payments claimed by Landlord to be due on account of Operating Expenses, such payment to be without prejudice to Tenant’s position. Any decision by an arbitrator shall be final and binding on the parties. If the dispute shall be resolved in Tenant’s favor, Landlord shall forthwith credit the amount overpaid by Tenant against amounts subsequently coming due on account of Operating Expenses, and Landlord shall reimburse Tenant for one-half of the reasonable cost of such arbitrator. If such dispute shall be resolved in Landlord’s favor, Tenant shall reimburse Landlord for one-half of the reasonable cost of such arbitrator. If the arbitrator shall determine that Tenant was overcharged Operating Expenses by more than four percent (4%), Landlord shall bear the actual and reasonable third party costs incurred by Tenant in connection with such review, including without limitation one-half of the reasonable cost of such arbitrator as aforesaid.

5. Security Deposit.

(a) Tenant shall deliver to Landlord at the time of execution of this Lease by Tenant the security deposit set forth in Section 1.16 as security for Tenant’s faithful performance of Tenant’s obligations hereunder. If Tenant fails to pay Base Rent or other charges due hereunder, or otherwise defaults with respect to any provision of this Lease, Landlord may (but shall have no obligation to) use all or any portion of said deposit for the payment of any Base Rent or other charge due hereunder, to pay any other sum to which Landlord may become obligated by reason of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby. So long as: (x) on the third anniversary of the Rent

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Commencement Date, there has existed no Event of Default under the terms of this Lease, nor any event or circumstance which, with the passage of time or the giving of notice, or both, would constitute an Event of Default; and (y) on the third anniversary of the Rent Commencement Date this Lease is in full force and effect; then Tenant shall be entitled to reduce the security deposit or the face amount of the letter of credit, as the case may be, at such anniversary, to Twenty-five Thousand Five Hundred Dollars ($25,500.00). If Landlord so uses or applies all or any portion of said deposit, Tenant shall within twenty (20) days after written demand therefor deposit cash with Landlord in an amount sufficient to restore said deposit to its full amount. Landlord shall not be required to keep said security deposit separate from its general accounts. If there exists no Event of Default by Tenant hereunder, nor any event or circumstance which, with the passage of time or the giving of notice, or both, would constitute an Event of Default, said deposit, or so much thereof as shall not then have been applied or returned by Landlord, shall be returned, without payment of interest or other amount for its use, to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s interest hereunder) within a reasonable time (not to exceed sixty (60) days) after the expiration of the term hereof, and after Tenant has vacated and delivered the Premises as required hereunder. Landlord may retain an amount reasonably calculated to be sufficient to pay any final amount of Taxes or Operating Expenses for the Comparison Year in which the Term ends. No trust relationship is created herein between Landlord and Tenant with respect to said security deposit or any letter of credit provided for herein. Tenant acknowledges that the security deposit is not an advance payment of any kind or a measure of or limit on Landlord’s damages in the event of Tenant’s default. Any application of the security deposit by Landlord shall be without prejudice to any other right or remedy. If Landlord conveys Landlord’s interest under this Lease, the security deposit, or any part thereof not previously applied or returned, may be turned over by Landlord to Landlord’s grantee, and, if so turned over, Tenant agrees to look solely to such grantee for proper application of the security deposit in accordance with the terms of this Section 5, and the return thereof in accordance herewith. The holder of a mortgage shall not be responsible to Tenant for the return or application of any such deposit, whether or not it succeeds to the position of Landlord hereunder, unless such deposit shall have been received in hand by such holder. Tenant hereby waives the provisions of any law which is inconsistent with this Section 5.

(b) Landlord and Tenant agree that, instead of a cash security deposit, Tenant will satisfy the security deposit requirement under this Lease by delivering to Landlord (at the time described above) a clean, irrevocable, unconditional standby letter of credit, with a right of assignment (without charge or cost to Landlord) to any successor to Landlord’s interests hereunder, in favor of Landlord in the amount of the security deposit referred to in Section 1.16. Such letter of credit, and any replacement thereof, shall be drawn on a Massachusetts or New York bank approved by Landlord from time to time, and shall be in form and substance acceptable to Landlord. In the event of a material adverse change in the financial position of any bank which has issued a letter of credit hereunder, Landlord reserves the right, on any scheduled expiration or renewal date of any such letter (or, in the event that Landlord reasonably determines that the condition of the issuing bank is in imminent danger of insolvency, upon 10 days’ notice), to request that Tenant change the issuing bank to another bank reasonably approved by Landlord. Regardless of whether Landlord shall have previously requested that Tenant change issuing banks, if the bank on which the original letter of credit or any replacement letter is drawn is declared insolvent or placed into conservatorship or receivership, Tenant shall, within 20 days thereafter, replace the then-outstanding letter of credit with a like letter of credit from another bank acceptable to Landlord.

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(c) The letter of credit shall contain a so-called “Evergreen” clause, whereby the issuing bank agrees to automatically extend the term of the letter of credit from year to year throughout the Initial Term (and any Extended Term) unless, not less than sixty (60) days prior to the date on which the letter would expire absent such extension, the issuing bank gives notice to Landlord, by certified or registered mail, of non-extension. In the event of notice from the issuing bank of non-extension, Tenant shall, not later than twenty (20) business days prior to the date on which the outstanding letter shall expire without extension, obtain a replacement letter of credit from a Massachusetts or New York bank acceptable to Landlord, under all of the terms and conditions set forth above. Upon the occurrence of an Event of Default on the part of Tenant hereunder, Landlord may at its election draw such portion of the letter of credit as shall be required to cure such Default, and within ten (10) days Tenant shall cause the issuing bank to replenish the letter of credit to the original full amount. Upon the failure of Tenant to replace any such letter at least twenty (20) business days prior to its expiration, and written certification thereof by Landlord to the issuing bank, Landlord may at its election draw the full amount or any part thereof, and hold, use and apply the proceeds thereof as if such proceeds were originally deposited with Landlord in cash under this Section. In the event that Landlord draws any such letter of credit, Landlord may elect to use such proceeds (or any excess proceeds after application) to obtain from another Massachusetts or New York bank a replacement letter of credit, and the cost of such replacement shall be deducted from the available balance and reimbursed by Tenant. Tenant hereby agrees, if so requested by Landlord, to enter into a letter of credit agreement with the bank so designated by Landlord, failing which Landlord may do so in Tenant’s name and behalf. The order in which Landlord applies the proceeds of the cash security deposit and the proceeds of the letter of credit shall be determined by Landlord from time to time in its sole and unfettered discretion.

(d) From and after the time at which Landlord shall have drawn all or any portion of the proceeds of such a letter of credit, if Landlord shall not elect to obtain its own replacement letter of credit, Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to apply such proceeds, or any part thereof, to Landlord’s actual damages (as determined pursuant to Article 13 hereof) arising from any then existing or subsequently occurring Event of Default by Tenant hereunder. While Landlord holds any unapplied proceeds, Landlord may commingle the same as hereinabove provided, and shall not be required to pay interest thereon. There then existing no Event of Default by Tenant hereunder (nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute an Event of Default), at the expiration of the Term of this Lease and delivery of the Premises to Landlord in accordance herewith and payment of all amounts then due and coming due, Landlord shall return to Tenant the proceeds thereof (or, if not drawn upon, any letter of credit), or so much thereof as shall not have theretofore been applied or returned in accordance with the terms of this Section. Landlord may retain an amount reasonably calculated to be sufficient to pay any final amount of Taxes or Operating Expenses for the Comparison Year in which the Term ends. If Landlord conveys Landlord’s interest under this Lease, the proceeds (or, if not drawn upon, any letter of credit), or any part thereof not previously applied, shall be turned over or endorsed by Landlord to Landlord’s grantee, and, when actually turned over, Tenant agrees to look solely to such grantee for proper application of

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the proceeds in accordance with the terms of this Section, and the return thereof in accordance herewith. Tenant shall bear the expense of any endorsement, transfer or re-issue fee charged by the issuing bank. The holder of a mortgage shall not be responsible to Tenant for the return of any letter of credit or application of any such proceeds, whether or not it succeeds to the position of Landlord hereunder, unless such proceeds or letter of credit shall have actually been received by such holder.

6. Permitted Use.

6.1 Permitted Use. The Premises shall be used and occupied only for the Permitted Use set forth in Section 1.9 and for no other purpose. If Section 1.9 gives Tenant the right to use the Premises for general office use, by way of example and not limitation, general office use shall not include medical or dental office use or any similar use, offices of a governmental agency or authority, clinic or laboratory use, classroom use, or any other use not characterized by applicable zoning and land use restrictions as general office use, or any use which would require Landlord or Tenant to obtain a conditional use permit, special permit or variance from any federal, state or local authority. Notwithstanding any Permitted Use set forth in Section 1.9, Tenant shall not use the Premises for any purpose that would violate the Building’s certificate of occupancy, any conditional use permit, special permit or variance applicable to the Property or violate any covenants, conditions or other restrictions applicable to the Building or the Property. No exclusive use has been granted to Tenant hereunder.

6.2 Compliance with Law. Tenant shall, at Tenant’s sole expense, promptly comply with all applicable laws and ordinances, governmental rules, regulations, and orders, certificates of occupancy, conditional use or other permits, variances, covenants and restrictions of record, the recommendations of Landlord’s engineers or other consultants, and requirements of any fire insurance underwriters, rating bureaus or government agencies, now in effect or which may hereafter come into effect, whether or not they reflect a change in policy from that now existing, during the Term or any part of the Term hereof, relating in any manner to the occupation and use by Tenant of the Premises, or to any alterations or improvements made by or on behalf of Tenant. Tenant shall not be required to make any structural alterations or improvements to the Premises in order to comply with any such law, rule, regulation or ordinance that is applicable to office buildings generally. Tenant shall, at Tenant’s sole expense, comply with all requirements of the Americans With Disabilities Act that relate to the Premises, and all federal, state and local laws and regulations governing occupational safety and health. Tenant shall conduct its business and use the Premises in a lawful manner and shall not use or permit the use of the Premises or the Common Areas in any manner that will tend to create waste or a nuisance or shall tend to disturb other occupants of the Building or the Office Park. Tenant shall obtain, at its sole expense, any permit or other governmental authorization required to operate its business from the Premises. Landlord shall not be liable for the failure of any other tenant or person to abide by the requirements of this Section 6 or to otherwise comply with applicable laws and regulations and, to the extent permitted by law, Tenant shall not be excused from the performance of its obligations under this Lease due to such a failure.

6.3 Condition of Premises. Tenant hereby accepts the Premises and the Building in their condition existing as of the date this Lease is executed by Landlord and Tenant (subject to completion of Landlord’s Work), subject to all applicable federal, state and local laws,

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ordinances, regulations and permits governing the use of the Premises, the Building’s certificate of occupancy, any applicable permits, approvals or variances, and any easements, covenants or restrictions affecting the use of the Premises or the Property. Tenant acknowledges that it has satisfied itself by its own independent investigation that the Premises and the Property are suitable for its intended use, and that neither Landlord nor Landlord’s agents has made any representation or warranty as to the present or future suitability of the Premises, or the Building or the Property for the conduct of Tenant’s business.

7. Maintenance, Repairs and Alterations.

7.1 Landlord’s Obligations. Landlord shall keep the Building (excluding the interior of the Premises and space leased to other occupants of the Building) in good condition and repair. If plumbing pipes, electrical wiring, or HVAC ducts or vents within the Premises are in need of repair, Tenant shall immediately notify Landlord, and Landlord shall cause the repairs to be completed within a reasonable time. To the extent that any such repairs involve any plumbing, electrical or HVAC equipment serving only the Premises or installed by or for Tenant, Tenant shall promptly pay the entire cost of the repairs to Landlord. Except as provided in Section 9.3, there shall be no abatement of rent or liability to Tenant on account of any injury or interference with Tenant’s business with respect to any improvements, alterations or repairs made by Landlord to the Property or any part thereof. To the extent permitted by law, Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord’s expense or to terminate this Lease because of Landlord’s failure to keep the Property in good order, condition and repair. Landlord shall never be liable for any failure to make repairs which Landlord has undertaken to make under the provisions of this Section 7.1 or elsewhere in this Lease, unless Tenant has given notice to Landlord of the need to make such repairs, and Landlord has failed to commence to make such repairs within a reasonable time after receipt of such notice, or fails to proceed with reasonable diligence to complete such repairs.

7.2 Tenant’s Obligations.

(a) Subject to the requirements of Section 7.3, Tenant shall be responsible for keeping the Premises in good condition and repair, at Tenant’s sole expense. By way of example, and not limitation, Tenant shall be responsible, at Tenant’s sole expense, for maintaining in good condition and repairing as necessary carpet, marble, tile or other flooring, paint, wall coverings, corridor and interior doors and door hardware, Tenant’s telephone and computer equipment, interior glass, window treatments, ceiling tiles, shelving, cabinets, millwork and other tenant improvements. In addition, Tenant shall be responsible for the installation, maintenance and repair of all of Tenant’s required telephone, computer, and related cabling from the telephone terminal room on the floor on which the Premises is located to and throughout the Premises, and Tenant shall be responsible for any loss, cost, damage, liability and expense (including attorneys’ fees) arising out of or related to the installation, maintenance, repair and replacement of such cabling. If Tenant fails to keep the Premises in good condition and repair, Landlord may, but shall not be obligated to, make any necessary repairs. If Landlord makes such repairs, Landlord may bill Tenant for the actual out-of-pocket cost of the repairs as additional rent, and said additional rent shall be payable by Tenant within ten (10) days following written demand therefor.

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(b) On the last day of the Term hereof, or on any sooner termination, Tenant shall surrender the Premises, together with any Alterations made by Tenant in accordance with this Lease and which Tenant is not obligated to remove pursuant to Section 7.3, to Landlord in the condition in which Tenant is required to keep the Premises pursuant to Section 7.2(a), ordinary wear and tear and damage by casualty excepted, clean and free of debris and Tenant’s personal property. Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant’s personal property, trade fixtures, furnishings and equipment and any Alterations that Landlord requires Tenant to remove pursuant to Section 7.3. Unless Landlord otherwise requires pursuant to Section 7.3, Tenant shall leave the electrical distribution systems, plumbing systems, lighting fixtures, HVAC ducts and vents, window treatments, wall coverings, carpets and other floor coverings, doors and door hardware, millwork, ceilings and other tenant improvements at the Premises and in good condition, ordinary wear and tear and damage by casualty excepted. Notwithstanding the foregoing, Tenant shall not pull or otherwise remove any computer network cabling, telephone cabling or similar items which Tenant has installed in the Premises, without Landlord’s prior written consent. In the event of any such removal, Tenant shall repair any damage to the Premises occasioned thereby.

7.3 Alterations and Additions.

(a) Tenant shall not without Landlord’s prior written consent, make any alterations, improvements, additions, utility installations or repairs (hereinafter collectively referred to as “Alterations”) in, on or about the Premises or the Property. Landlord’s consent shall not be unreasonably withheld with respect to alterations, improvements or additions that do not affect the electrical, plumbing or mechanical systems of the Building or the structure of the Building. Alterations shall include, but shall not be limited to, the installation or alteration of security or fire protection systems, communication systems, millwork, shelving, file retrieval or storage systems, carpeting or other floor covering, window and wall coverings, electrical distribution systems, lighting fixtures, telephone or computer system wiring, HVAC and plumbing. At the expiration of the Term, Landlord may require the removal of any Alterations installed by Tenant and the restoration of the Premises and the Building to their prior condition, at Tenant’s expense. If a work letter agreement is entered into by Landlord and Tenant, Tenant shall not be obligated to remove the tenant improvements constructed in accordance with the work letter agreement, except to the extent provided therein. If, as a result of any Alteration made by Tenant, Landlord is obligated to comply with the Americans With Disabilities Act or any other law or regulation and such compliance requires Landlord to make any improvement or alteration to any portion of the Building or the Office Park, as a condition to Landlord’s consent, Landlord shall have the right to require Tenant to pay to Landlord prior to the construction of any Alteration by Tenant, the entire cost of any improvement or alteration Landlord is obligated to complete by such law or regulation. In any case, with respect to any Alterations (or any group or series of related alterations comprising one project) costing Fifty Thousand Dollars ($50,000) or more, Tenant shall pay to Landlord a fee equal to four percent (4%) of the cost any Alteration for which Tenant requests Landlord’s consent to compensate Landlord for the overhead and other costs it incurs in reviewing the plans for the Alterations and in monitoring the construction of the Alterations. Should Landlord permit Tenant to make its own Alterations, Tenant shall use only such contractor as has been expressly approved by Landlord, which approval shall not be unreasonably withheld and Landlord may require Tenant to provide to Landlord, at Tenant’s sole cost and expense, a lien and completion bond in an amount equal to one and one-half times the

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estimated cost of such Alterations, to insure Landlord against any liability for mechanic’s and materialmen’s liens and to insure completion of the work. Should Tenant make any Alterations without the prior approval of Landlord, or use a contractor not expressly approved by Landlord, Landlord may, at any time during the term of this Lease, require that Tenant remove all or part of the Alterations and return the Premises to the condition it was in prior to the making of the Alterations. In the event Tenant makes any Alterations, Tenant agrees to obtain or cause its contractor to obtain, prior to the commencement of any work, “builders at risk” insurance in an amount reasonably approved by Landlord and workers compensation insurance.

(b) Any request for Landlord’s consent to Alterations in or about the Premises that Tenant shall desire to make shall be presented to Landlord in written form, with plans and specifications which are sufficiently detailed to obtain a building permit (if and to the extent necessary in light of the Alterations being proposed). If Landlord consents to an Alteration, the consent shall be deemed conditioned upon Tenant acquiring a building permit (if necessary) and any other licenses, permits, approvals or authorizations required therefor from the applicable governmental agencies, furnishing copies thereof to Landlord prior to the commencement of the work, and compliance by Tenant with all conditions of said permits, licenses, approvals and authorizations in a prompt and expeditious manner. Tenant shall provide Landlord with as built plans and specifications for any Alterations made to the Premises that affect the layout or configuration of interior or demising partitions, or that affect the electrical, mechanical or plumbing equipment or facilities in the Premises.

(c) Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or for use in the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or the Office Park, or any interest therein. If Tenant shall, in good faith, contest the validity of any such lien, Tenant shall furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to not less than one and one half times the amount of such contested lien claim indemnifying Landlord against liability arising out of such lien or claim. Such bond shall be sufficient in form and amount to free the Property from the effect of such lien. In addition, Landlord may require Tenant to pay Landlord’s reasonable attorneys’ fees and costs in participating in such action.

(d) Tenant shall give Landlord not less than ten (10) days’ advance written notice prior to the commencement of any work in the Premises by Tenant, and Landlord shall have the right to post notices of non-responsibility in or on the Premises or the Property.

(e) All Alterations (whether or not such Alterations constitute trade fixtures of Tenant) which may be made to the Premises by Tenant shall be paid for by Tenant, at Tenant’s sole expense, and shall be made and done in a good and workmanlike manner and with new materials satisfactory to Landlord, and such Alterations (except for Alterations constituting Tenant’s trade fixtures) shall be the property of Landlord and remain upon and be surrendered with the Premises at the expiration of the Lease Term, unless Landlord requires their removal pursuant to Section 7.3(a). Tenant’s personal property, trade fixtures, furniture and equipment, shall remain the property of Tenant and maybe removed by Tenant subject to the provisions of Section 7.2(b).

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7.4 Failure of Tenant to Remove Property. If this Lease expires or is otherwise terminated, and Tenant fails to remove its property as required by Section 7.2(b), in addition to any other remedies available to Landlord under this Lease, and subject to any other right or remedy Landlord may have under applicable law, Landlord may remove any property of Tenant from the Premises and store the same elsewhere at the expense and risk of Tenant. If such property is not claimed, and all of Landlord’s costs and expenses of removal and storage (and. other amounts owed by Tenant to Landlord) are not paid in full, within thirty (30) days after such removal, Landlord may at its option dispose of the same in any manner Landlord in its sole discretion deems appropriate, and any proceeds realized by Landlord shall be applied to Landlord’s costs and expenses and other amounts owed by Tenant to Landlord.

8. Insurance.

8.1 Insurance-Tenant.

(a) Tenant shall obtain and keep in force during the term of this Lease a commercial general liability policy of insurance with coverages reasonably acceptable to Landlord, in Landlord’s reasonable discretion, which, by way of example and not limitation, protect Tenant and Landlord, any lender of Landlord and such other persons as Landlord may reasonably request as additional insureds, against claims for bodily injury, personal injury and property damage based upon, involving or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $2,000,000 per occurrence with an “Additional Insured-Managers and Landlords of Premises Endorsement” and contain the “Amendment of the Pollution Exclusion” for damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an “insured contract” and for the performance of Tenant’s indemnity obligations under this Lease, as the same may be amended or modified from time to time.

(b) Tenant shall obtain and keep in force during the term of this Lease all-risk extended coverage (i.e., so-called “special form”) property insurance with coverages acceptable to Landlord, in Landlord’s reasonable discretion. Said insurance shall be written on a one hundred percent (100%) replacement cost basis on Tenant’s personal property, all tenant improvements installed at the Premises by Tenant or on Tenant’s behalf, Tenant’s trade fixtures and other property. Such policies shall provide protection against any peril included within the classification “fire and extended coverage,” or “special form coverage” against vandalism and malicious mischief, theft, sprinkler leakage, earthquake damage and flood damage. If this Lease is terminated as the result of a casualty in accordance with Section 9, the proceeds of said insurance attributable to the replacement of all Landlord’s Work and other tenant improvements (excluding Tenant’s trade fixtures, equipment and furniture) at the Premises shall be paid to Landlord.

(c) Tenant shall, at all times during the term hereof, maintain in effect workers’ compensation insurance as required by applicable law.

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(d) From time to time, upon not less than thirty (30) days prior written notice to Tenant, Landlord may require Tenant to carry such additional insurance or higher coverage amounts as landlords of comparable buildings in the geographical area of the Property are requiring of their tenants.

8.2 Insurance-Landlord.

(a) Landlord shall obtain and keep in force a policy of general liability insurance providing coverage to Landlord with respect to liability arising out of the ownership, operation and management of the Property.

(b) Landlord shall also obtain and keep in force during the Term of this Lease a policy or policies of insurance covering loss or damage to the Property in the amount of not less than one hundred percent (100%) of the full replacement cost thereof, as determined by Landlord from time to time. The terms and conditions of said policies and the perils and risks covered thereby shall be determined by Landlord, from time to time, in Landlord’s sole discretion. In addition, at Landlord’s option, Landlord shall obtain and keep in force, during the term of this Lease, a policy of rental interruption insurance, with loss payable to Landlord, which insurance shall, at Landlord’s option, also cover all Operating Expenses. At Landlord’s option, Landlord may obtain insurance coverages and/or bonds related to the operation of the parking areas. In addition, Landlord shall have the right to obtain such additional insurance as is customarily carried by owners or operators of other comparable office buildings in the geographical area of the Property. Tenant will not be named as an additional insured in any insurance policies carried by Landlord and shall have no right to any proceeds therefrom. The policies purchased by Landlord shall contain such deductibles as Landlord may reasonably determine. In addition to amounts payable by Tenant in accordance with Section 4.2, Tenant shall pay any increase in the property insurance premiums for the Property over what was payable immediately prior to the increase to the extent the increase is specified by Landlord’s insurance carrier as being caused by the nature of Tenant’s occupancy or any act or omission of Tenant in violation of this Lease.

8.3 Insurance Policies. Tenant shall deliver to Landlord a certificate evidencing and confirming the binding effect of the insurance policies required under Section 8.1 not later than fifteen (15) days prior to the Commencement Date of this Lease, and Landlord shall have the right to approve the terms and conditions of said policies. Tenant’s insurance policies shall not be cancelable or subject to reduction of coverage or other modification except after thirty (30) days prior written notice to Landlord. Tenant shall, at least thirty (30) days prior to the expiration of such policies, furnish Landlord with renewals thereof. Tenant’s insurance policies shall be issued by insurance companies authorized to do business in the state in which the Property is located, and said companies shall maintain during the policy term a “General Policyholder’s Rating” of at least A-X (or such other rating as may be required by any lender having a lien on the Property) as set forth in the most recent edition of “Best Insurance Reports.” All insurance obtained by Tenant shall be primary to and not contributory with any similar insurance carried by Landlord, whose insurance shall be considered excess insurance only. Landlord, and at Landlord’s option, the holder of any mortgage or deed of trust encumbering the Office Park and any person or entity managing the Office Park on behalf of Landlord, shall be named as an additional insured on all insurance policies Tenant is obligated to obtain by Section 8.1 above. Tenant’s insurance policies shall not include deductibles in excess of Five Thousand Dollars ($5,000).

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8.4 Waiver of Claims and Subrogation. Landlord waives any and all rights of recovery against Tenant for or arising out of damage to, or destruction of, the Office Park to the extent that Landlord’s insurance policies then in force insure against such damage or destruction, and only to the extent of the insurance proceeds actually received by Landlord or its mortgagee for such damage or destruction. Landlord’s waiver shall not relieve Tenant from liability under Section 21 below except to the extent Landlord’s insurance company actually satisfies Tenant’s obligations under Section 21 in accordance with the requirements of Section 21. Tenant waives any and all rights of recovery against Landlord, Landlord’s employees, agents and contractors for liability or damages if such liability or damage is covered by Tenant’s insurance policies then in force or the insurance policies Tenant is required to obtain by Section 8.1 (whether or not the insurance Tenant is required to obtain by Section 8.1 is then in force and effect), whichever is broader. Each party shall cause the insurance policies it obtains in accordance with this Section 8 to provide that the insurance company waives all right of recovery by subrogation against the other party in connection with any liability or damage covered by any policy or policies covering the insured party.

8.5 Coverage. Landlord makes no representation to Tenant that the limits or forms of coverage specified above or approved by Landlord are adequate to insure Tenant’s property or Tenant’s obligations under this Lease, and the limits of any insurance carried by Tenant shall not limit Tenant’s obligations or liability under any indemnity provision included in this Lease or under any other provision of this Lease.

9. Damage or Destruction.

9.1 Effect of Damage or Destruction. If all or part of the Building is damaged by fire, earthquake, flood, explosion, the elements, riot, the release or existence of Hazardous Substances (as defined below) or by any other cause whatsoever (hereinafter collectively referred to as “damages”), but the damages are not material (as defined in Section 9.2 below), Landlord shall repair the damages to the Building within a commercially reasonable time, and this Lease shall remain in full force and effect. If all or part of the Building is destroyed or materially damaged (as defined in Section 9.2 below), Landlord shall have the right, in its sole and complete discretion, to repair or to rebuild the Building or to terminate this Lease. Landlord shall within ninety (90) days after the occurrence of such material damage or destruction notify Tenant in writing of Landlord’s intention to repair or to rebuild or to terminate this Lease. Tenant shall in no event be entitled to compensation or damages on account of annoyance or inconvenience in making any repairs, or on account of construction, or on account of Landlord’s election to terminate this Lease. Notwithstanding the foregoing, if Landlord shall elect to rebuild or repair the Building, but in good faith determines that the Premises cannot be rebuilt or repaired within two hundred seventy (270) days after the date of the occurrence of the damage or destruction, without payment of overtime or other premiums, and the damage to the Building will render the entire Premises unusable during said two hundred seventy (270) day period, Landlord shall notify Tenant thereof in writing at the time of Landlord’s election to rebuild or repair, and Tenant shall thereafter have a period of fifteen (15) days within which Tenant may elect to terminate this Lease, any such termination to be effective upon thirty (30) days’ advance written

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notice to Landlord. Tenant’s termination right described in the preceding sentence shall not apply if the damage was caused by the intentional acts of Tenant or its employees, agents, contractors or invitees. Failure of Tenant to exercise said election within said 15-day period shall constitute Tenant’s agreement to accept delivery of the Premises under this Lease whenever tendered by Landlord, provided Landlord thereafter pursues reconstruction or restoration diligently to completion, subject always to delays beyond Landlord’s reasonable control. Subject to Section 9.3 below, if Landlord or Tenant terminates this Lease in accordance with this Section 9.1, Tenant shall continue to pay all Base Rent, Operating Expense increases and other amounts due hereunder which arise prior to the date of termination.

9.2 Definition of Material Damage. Damage to the Building shall be deemed material if, in Landlord’s reasonable judgment, the uninsured cost of repairing the damage will exceed Twenty-Five Thousand Dollars ($25,000). If insurance proceeds are available to Landlord in an amount which is sufficient to pay the entire cost of repairing all of the damage to the Building (subject to any applicable deductible), the damage shall be deemed material if the cost of repairing the damage exceeds One Hundred Thousand Dollars ($100,000). Damage to the Building shall also be deemed material if (a) the Building cannot be rebuilt or repaired to substantially the same condition it was in prior to the damage due to laws or regulations in effect at the time the repairs will be made, (b) the holder of any mortgage or deed of trust encumbering the Property requires that insurance proceeds available to repair the damage in excess of Twenty-Five Thousand Dollars ($25,000) be applied to the repayment of the indebtedness secured by the mortgage or the deed of trust, or (c) the damage occurs during the last twelve (12) months of the Lease Term.

9.3 Abatement of Rent. If Landlord elects to repair damage to the Property and all or part of the Premises will be unusable or inaccessible to Tenant in the ordinary conduct of its business until the damage is repaired, and the damage was not caused by the negligence or intentional acts of Tenant or its employees, agents, contractors or invitees, Tenant’s Base Rent and Tenant’s Share of Operating Expense increases shall be abated until the repairs are completed in proportion to the amount of the Premises which is unusable or inaccessible to Tenant in the ordinary conduct of its business. Notwithstanding the foregoing, there shall be no abatement of Base Rent or Tenant’s share of Operating Expense increases by reason of any portion of the Premises being unusable or inaccessible for a period equal to two (2) consecutive business days or less. If the cause of the damage or destruction is an earthquake or a flood, Tenant shall only be entitled to an abatement of rent when and if Landlord receives reimbursement for such rent from insurance proceeds, if any.

9.4 Tenant’s Acts. If such damage or destruction occurs as a result of the negligence or the intentional acts of Tenant or Tenant’s employees, agents, contractors or invitees, and the proceeds of insurance which are actually received by Landlord or its mortgagee are not sufficient to pay for the repair of all of the damage, Tenant shall pay, at Tenant’s sole cost and expense, to Landlord upon demand, the difference between the cost of repairing the damage and the insurance proceeds received by Landlord.

9.5 Tenant’s Property. As more fully set forth in Section 22, Landlord shall not be liable to Tenant or its employees, agents, contractors, invitees or customers for loss or damage to merchandise, tenant improvements, fixtures, automobiles, furniture, equipment, computers, files

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or other property (hereinafter in this Section 9.5 collectively “Tenant’s Property”) located at the Property, unless damaged due to the gross negligence or willful misconduct of Landlord, its employees or agents. Tenant shall repair or replace all of Tenant’s property at Tenant’s sole cost and expense. Tenant acknowledges that it is Tenant’s sole responsibility to obtain adequate insurance coverage to compensate tenant for damage to Tenant’s property.

9.6 Waiver. Landlord and Tenant hereby waive the provisions of any present or future statutes which relate to the termination of leases when leased property is damaged or destroyed and agree that such event shall be governed by the terms of this Lease.

10. Real and Personal Property Taxes.

10.1 Payment of Taxes. Tenant shall pay to Landlord during the term of this Lease, in addition to Base Rent and Tenant’s Share of Operating Expense increases, Tenant’s Share of the amount by which all “Real Property Taxes” (as defined in Section 10.2 below) for each Comparison Year exceeds the amount of all Real Property Taxes for the Tax Base Year. Tenant’s Share of Real Property Tax increases shall be payable by Tenant at the same time, in the same manner and under the same terms and conditions as Tenant pays Tenant’s Share of Operating Expense increases as provided in Section 4.2(f) of this Lease. Except as expressly provided in Section 10.4 below, if the Real Property Taxes incurred during any Comparison Year are less than the Real Property Taxes incurred during the Tax Base Year, Tenant shall not be entitled to receive any credit, offset, reduction or benefit as a result of said occurrence.

10.2 Definition of “Real Property Tax”. As used herein, the term “Real Property Taxes” shall mean (i) all taxes, assessments (special or otherwise), levies, fees and all other government levies, exactions and charges of every kind and nature, general and special, ordinary and extraordinary, foreseen and unforeseen, which are, at any time prior to or during the Term, imposed or levied upon or assessed against the Property or any portion thereof, or against any Base Rent, additional rent or other rent of any kind or nature payable to Landlord by anyone on account of the ownership, leasing or operation of the Property, or which arise on account of or in respect of the ownership, development, leasing, operation or use of the Property or any portion thereof; (ii) all gross receipts taxes or similar taxes imposed or levied upon, assessed against or measured by any Base Rent, additional rent or other rent of any kind or nature or other sum payable to Landlord by anyone on account of the ownership, development, leasing, operation, or use of the Property or any portion thereof; (iii) all value added, use and similar taxes at any time levied, assessed or payable on account of the ownership, development, leasing, operation, or use of the Property or any portion thereof; and (iv) reasonable expenses of any proceeding for abatement of any of the foregoing items included in Real Property Taxes, provided Landlord prevails in such abatement proceeding; but the amount of special taxes or special assessments included in Real Property Taxes shall be listed to the amount of the installment (plus any interest, other than penalty interest, payable thereon) of such special tax or special assessment required to be paid during the year in respect of which such Real Property Taxes are being determined. There shall be excluded from Real Property Taxes all income, estate, succession, inheritance and transfer taxes of Landlord or any tax defined as an Operating Expense by Section 4.2(c); provided, however, that if at any time during the Term the present system of ad valorem taxation of real property shall be changed so that a capital levy, franchise, income, profits, sales, rental, use and occupancy, or other tax or charge shall in whole or in part be

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substituted for, or added to, such ad valorem tax and levied against, or be payable by, Landlord with respect to the Property or any portion thereof, such tax or charge shall be included in the term “Real Property Taxes” for the purposes of this Lease.

10.3 Personal Property Taxes. Tenant shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant contained in the Premises or related to Tenant’s use of the Premises. If any of Tenant’s personal property shall be assessed with Landlord’s real or personal property, Tenant shall pay to Landlord the taxes attributable to Tenant within ten (10) days after receipt of a written statement from Landlord setting forth the taxes applicable to Tenant’s property.

10.4 Reassessments. From time to time Landlord may challenge the assessed value of the Building and Land as determined by applicable taxing authorities and/or Landlord may attempt to cause the Real Property Taxes to be reduced on other grounds. If Landlord is successful in causing the Real Property Taxes to be reduced or in obtaining a refund, rebate, credit or similar benefit (hereinafter in this Section 10.4 collectively referred to as a “reduction”), Landlord shall, after deducting the costs incurred by Landlord in causing the reduction to be made, credit the reduction(s) to Real Property Taxes for the calendar year to which a reduction applies and to recalculate the Real Property Taxes owed by Tenant for years after the year in which the reduction applies based on the reduced Real Property Taxes (if a reduction applies to Tenant’s Tax Base Year, the Tax Base Year Real Property Taxes shall be reduced by the amount of the reduction and Tenant’s Share of Real Property Tax increases shall be recalculated for all Comparison Years following the year of the reduction based on the lower Tax Base Year amount). After deducting Landlord’s expenses as hereinabove provided, Landlord shall refund to Tenant Tenant’s Share of the reduction of Real Property Taxes (exclusive of interest) for the years to which any reductions apply.

11. Utilities.

11.1 Services Provided by Landlord. Subject to all governmental rules, regulations and guidelines applicable thereto, Landlord shall provide HVAC to the Common Areas and the Premises during the times described in Section 11.4, reasonable amounts of electricity for normal lighting to the Common Area, replacement light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures in the Common Area, water in the Premises and in the Common Area for reasonable and normal drinking and lavatory use, and building standard janitorial services.

11.2 Intentionally Omitted.

11.3 Services Exclusive to Tenant. Tenant shall pay directly to the provider thereof, on or before the date when due and in addition to payments of Base Rent and other additional rent provided for herein, the costs of all electricity used in the Premises (including, but not limited to, for HVAC), water, gas, heat, heat pump fuel, telephone and any other utilities and services supplied and/or metered exclusively to the Premises or to Tenant, together with any taxes thereon. If Landlord measures electricity or any other utility usage in the Premises by a submeter, Tenant shall pay the costs as shown on such submeter to Landlord, as additional rent, at Landlord’s actual cost for such services, without mark-up, within thirty (30) days after receipt

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of an invoice therefor. If any such services are not separately metered or submetered to the Premises, Tenant shall pay, at Landlord’s option, either Tenant’s Share or a reasonable proportion to be determined by Landlord of all charges jointly metered with other premises in the Building at Landlord’s actual cost for such services, without mark-up.

11.4 Hours of Service. Building services shall be provided Monday through Friday from 8:00 a.m. to 6:00 p.m. and Saturdays from 9:00 a.m. to 1:00 p.m. Janitorial services shall be provided Monday through Friday. Other Building services, if any, shall not be provided at other times or on nationally recognized holidays. As of the date hereof, nationally recognized holidays include New Years Day, Martin Luther King Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

11.5 Excess Usage by Tenant. Notwithstanding the Permitted Use set forth in Section 1.9, Tenant shall not use Building utilities or services in excess of those used by the average office building tenant using its premises for ordinary office use. Tenant shall not install at the Premises office machines, lighting fixtures or other equipment which will generate above average heat, noise or vibration at the Premises or which will adversely affect the Building’s HVAC or other systems. If the Premises include or if Tenant hereafter installs any computer, telecommunications or other so-called “special purpose” room or area, Tenant shall at its sole cost and expense, provide such supplemental heating, ventilation and air conditioning equipment and systems (the “Supplemental Systems”) as may be required to keep such room or area at the proper temperature and environmental conditions. All Supplemental Systems shall be subject to Landlord’s prior review and consent and other conditions in Article 7, and if approved, shall be maintained, repaired and replaced as necessary by Tenant, so as not to impose any additional load on the Building systems. Tenant shall pay, as additional rent, the cost of electricity, water and other materials necessary for the proper operation of Supplemental Systems, as well as any costs or expenses incurred by Landlord to provide additional capacity for Building systems to accommodate or provide the same. Without limiting the foregoing, if Tenant does use Building utilities or services in excess of those used by the average office building tenant, Landlord shall have the right (but no obligation), in addition to any other rights or remedies it may have under this Lease, to (a) at Tenant’s expense, install additional equipment and/or separate metering devices at the Premises, and to charge Tenant therefor and for such usage, (b) require Tenant to install Supplemental Systems as provided above, (c) require Tenant to pay to Landlord all costs, expenses and damages incurred by Landlord as a result of such usage, and/or (d) require Tenant to stop using excess utilities or services.

11.6 Interruptions. Tenant agrees that Landlord shall not be liable to Tenant for its failure to furnish gas, electricity, telephone service, water, HVAC or any other utility services or building services when such failure is occasioned, in whole or in part, by repairs, replacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, telephone service or other utility at the Office Park, by any accident, casualty or event arising from any cause whatsoever, including the negligence of Landlord, its employees, agents and contractors, by act, negligence or default of Tenant or any other person or entity, or by any other cause and, to the extent permitted by law, such failures shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from the obligation of paying rent or performing any of its obligations under this Lease. Furthermore, Landlord shall not be liable under any circumstances for loss of property or for injury to, or

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interference with, Tenant’s business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental to a failure to furnish any such services or utilities. Landlord may comply with voluntary controls or guidelines promulgated by any governmental entity relating to the use or conservation of energy, water, gas, light or electricity or the reduction of automobile or other emissions without creating any liability of Landlord to Tenant under this Lease.

12. Assignment and Subletting.

12.1 Landlord’s Consent Required. Tenant shall not voluntarily or by operation of law assign, pledge, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant’s interest in this Lease or in the Premises (any of the foregoing hereinafter may be referred to as a “Transfer”), or permit any Transfer to occur, without Landlord’s prior written consent in each case, which consent shall not be unreasonably withheld, delayed or conditioned subject to the terms and conditions hereof. A “Transfer” requiring Landlord’s consent hereunder shall include, without limitation, the use or occupancy of the Premises or any part thereof by any party other than Tenant, and the granting of concessions, licenses and the like with respect to the Premises or any part thereof. Landlord shall respond to Tenant’s written request for consent hereunder within twenty (20) days after Landlord’s receipt of the written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute an Event of Default under this Lease. Tenant’s written request for Landlord’s consent shall include, and Landlord’s twenty (20) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) either (i) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles and reviewed and certified by an independent certified public accountant, or (ii) federal tax returns for the proposed assignee or subtenant for the past three (3) years, or (iii) a TRW credit report or similar report on the proposed assignee or subtenant, (b) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (c) the proposed effective date of the assignment or sublease, (d) a copy of the executed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (e) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant and (f) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. A “Transfer” shall also include: (i) if Tenant is a corporation, and Tenant’s stock is not publicly traded over a recognized securities exchange, or Tenant is a partnership, limited liability company, or other entity, transfer of more than forty percent (40%) of the voting stock of such corporation or forty percent (40%) of the voting interests in such partnership, limited liability company or other entity during the term of this Lease (whether or not in one or more transfers, but excluding bona fide transfers not entered into for the purpose of evading this provision and constituting further equity investment in Tenant or transfers of not more than ten percent (10%) and not resulting in a change of control); and (ii) the dissolution, merger or liquidation of the corporation or other entity, and (iii) the involvement by Tenant or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise) whether or not a formal assignment or

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hypothecation of this Lease or Tenant’s assets occurs, which results or will result in a reduction of the “Net Worth” of Tenant (as hereinafter defined), by an amount equal to or greater than twenty-five percent (25%) of such Net Worth of Tenant as it is represented to Landlord at the time of the execution by Landlord of this Lease.

12.2 Business Combinations. The involvement by Tenant or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise) whether or not a formal assignment or hypothecation of this Lease or Tenant’s assets occurs, which results or will result in a reduction of the “Net Worth” of Tenant as hereinafter defined, by an amount equal to or greater than twenty-five percent (25%) of such Net Worth of Tenant as it is represented to Landlord at the time of the execution by Landlord of this Lease, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of Tenant was or is greater, shall be considered to be an assignment of this Lease by Tenant subject to the requirements of Section 12.1. “Net Worth” of Tenant for purposes of this Section 12.2 shall be the net worth of Tenant (excluding any guarantors) established under generally accepted accounting principles consistently applied.

12.3 Standard For Approval. Landlord shall not unreasonably withhold its consent to a Transfer, provided that Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition, but that the terms and conditions of this Section 12 are not an exclusive statement of the reasonable grounds on which Landlord may withhold its consent to a Transfer. Without limiting the generality of the foregoing, it shall be deemed reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied with, or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee or subtenant has a smaller Net Worth than Tenant had on the date this Lease was entered into with Tenant or than Tenant has on the date of such Transfer, whichever is greater, or is less able financially to pay the rents due under this Lease as and when they are due and payable; (c) a proposed assignee’s or subtenant’s business will impose a burden on the Property’s parking facilities, elevators, Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease, satisfactory to Landlord in its reasonable discretion, which provides that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease, or to enter into a consent agreement with Landlord containing such terms and conditions as Landlord may reasonably deem necessary or appropriate; (f) the use of the Premises by the proposed assignee or subtenant will, in Landlord’s commercially reasonable judgment, be inconsistent with a first-class office building; (g) any guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement reaffirming the guaranty; (h) Tenant is in default under this Lease at the time of the request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of Landlord’s lender; (j) landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in a legal dispute with the

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proposed assignee or subtenant; (k) the proposed assignee or subtenant is involved in a business which in Landlord’s reasonable judgment is not in keeping with the then current standards of the Building; (l) if Landlord or an affiliate of Landlord has space available for lease in the Office Park and the proposed assignee or subtenant is an existing tenant or subtenant of the Building (or any other building in the Office Park owned by an affiliate of Landlord); or (m) the proposed assignee or subtenant is a person or entity then negotiating with Landlord for the lease of space in the Building (or any other building in the Office Park owned by an affiliate of Landlord).

12.4 Additional Terms and Conditions. The following terms and conditions shall be applicable to any Transfer:

(a) Regardless of Landlord’s consent, no Transfer shall release Tenant from Tenant’s obligations hereunder or alter the primary liability of Tenant to pay the rent and other sums due Landlord hereunder and to perform all other obligations to be performed by Tenant hereunder, or release any guarantor from its obligations under its guaranty.

(b) Landlord may accept rent from any person other than Tenant pending approval or disapproval of an assignment or subletting.

(c) Neither a delay in the approval or disapproval of a Transfer, nor the acceptance of rent, shall constitute a waiver or estoppel of Landlord’s right to exercise its rights and remedies for the breach of any of the terms or conditions of this Section 12.

(d) The consent by Landlord to any Transfer shall not constitute a consent to any subsequent Transfer by Tenant or to any subsequent or successive Transfer by an assignee or subtenant. However, Landlord may consent to subsequent Transfers or any amendments or modifications thereto without notifying Tenant or anyone else liable on the Lease and without obtaining their consent, and such action shall not relieve such persons from liability under this Lease.

(e) In the event of any default under this Lease, Landlord may proceed directly against Tenant, any guarantors or anyone else responsible for the performance of this Lease, including any subtenant or assignee, without first exhausting Landlord’s remedies against any other person or entity responsible therefor to Landlord, or any security held by Landlord.

(f) Landlord’s written consent to any Transfer by Tenant shall not constitute an acknowledgment that no default then exists under this Lease nor shall such consent be deemed a waiver of any then existing default.

(g) The discovery of the fact that any financial statement relied upon by Landlord in giving its consent to an assignment or subletting was materially false shall, at Landlord’s election, render Landlord’s consent null and void.

(h) Landlord shall not be liable under this Lease or under any sublease to any subtenant.

(i) No assignment or sublease may be terminated, modified or amended without Landlord’s prior written consent.

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(j) The occurrence of a transaction resulting in a reduction of Net Worth as described in clause (iii) of Section 12.1 shall give Landlord the right (but not the obligation) to require that Tenant immediately provide Landlord with an additional security deposit equal to three (3) times the monthly Base Rent payable under the Lease, and Landlord may make its receipt of such amount a condition to Landlord’s consent to such transaction.

(k) Any assignee of, or subtenant under, this Lease shall, by reason of accepting such assignment or entering into such sublease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Tenant during the term of said assignment or sublease, except as Landlord may otherwise specifically agree in writing.

12.5 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

(a) Tenant hereby absolutely and unconditionally assigns and transfers to Landlord all of Tenant’s interest in all rentals and income arising from any sublease entered into by Tenant, and Landlord may collect such rent and income and apply same toward Tenant’s obligations under this Lease; provided, however, that until a default shall occur in the performance of Tenant’s obligations under this Lease, Tenant may receive, collect and enjoy the rents accruing under such sublease. Landlord shall not, by reason of this or any other assignment of such rents to Landlord nor by reason of the collection of the rents from a subtenant, be deemed to have assumed or recognized any sublease or to be liable to the subtenant for any failure of Tenant to perform and comply with any of Tenant’s obligations to such subtenant under such sublease, including, but not limited to, Tenant’s obligation to return any security deposit. Tenant hereby irrevocably authorizes and directs any such subtenant, upon receipt of a written notice from Landlord stating that a default exists in the performance of Tenant’s obligations under this Lease, to pay to Landlord the rents due as they become due under the sublease. Tenant agrees that such subtenant shall have the right to rely upon any such statement and request from Landlord, and that such subtenant shall pay such rents to Landlord without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the contrary.

(b) Bach sublease shall provide that if, prior to the termination of any sublease, any event (other than a casualty described in Section 9.1 or condemnation described in Section 15) occurs which, by voluntary or involuntary act or by operation of law, might cause or permit this Lease to be terminated, expire, be canceled, be foreclosed against, or otherwise come to an end, including but not limited to (1) an Event of Default by Tenant under this Lease of any of the terms or provisions hereof, (2) foreclosure proceedings brought by the holder of any mortgage or trust deed to which the Property is subject; or (3) the termination of Tenant’s leasehold estate by dispossession proceeding or otherwise, then, at Landlord’s sole election and option, the subtenant shall attorn to Landlord and recognize Landlord as the subtenant’s landlord under the sublease, upon the terms and conditions and at the rental rate specified in the sublease, and for the then remaining term of the sublease, except that Landlord shall not be bound by any provision of the sublease which in any way increases Landlord’s duties, obligations or liabilities

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to the subtenant beyond those owed to Tenant under this Lease. The subtenant shall execute and deliver, at any time and from time to time, upon request of Landlord, any instruments which may be necessary or appropriate to evidence such attornment. Landlord shall not (i) be liable to the subtenant for any act, omission or breach of the sublease by Tenant, (ii) be subject to any offsets or defenses which the subtenant might have against Tenant, (iii) be bound by any rent or additional rent which the subtenant might have paid in advance to Tenant, or (iv) be bound to honor any rights of the subtenant in any security deposit made with Tenant except to the extent Tenant has turned over such security deposit to Landlord. Tenant hereby agrees that upon the occurrence of any event with respect to this Lease described above, Tenant shall immediately pay or transfer to Landlord any security deposit, rent or other sums then held by Tenant. In the event of any such attornment, Landlord’s liability shall be limited to matters arising during Landlord’s ownership of the Building. The liability of Landlord to the subtenant for any default by landlord after such attornment, or arising in connection with Landlord’s operation, management, leasing, repair, renovation, alteration, or any other matter relating to the Building or the subleased premises, shall be limited to the interest of the Landlord in the Building (and proceeds thereof). Landlord shall have the right, in Landlord’s sole discretion, to elect not to have the subtenant attorn to Landlord and, in that event, the sublease shall be deemed terminated on the date of the occurrence of the event with respect to this Lease described above, and Landlord shall have no obligation to permit the subtenant to continue to occupy all or any part of the Premises.

12.6 Transfer Premium from Assignment or Subletting. Landlord shall be entitled to receive from Tenant (as and when received by Tenant) as an item of additional rent fifty percent (50%) of the gross amounts received by Tenant from such assignee or subtenant in excess of the amounts payable by Tenant to Landlord hereunder (the “Transfer Premium”). The Transfer Premium shall be reduced by (i) costs actually paid by Tenant to prepare the Premises for occupancy by such assignee or sublessee, (ii) the reasonable brokerage commissions and legal fees actually paid by Tenant in order to assign the Lease or to sublet all or a portion of the Premises, and (iii) if not included in (ii) above, reasonable advertising costs actually paid by Tenant in connection with such subletting. If less than all of the Premises is transferred, the Base Rent and the additional rent shall be determined on a per rentable square foot basis. “Transfer Premium” shall also include, but not be limited to, key money and bonus money paid by the assignee or subtenant to Tenant in connection with such Transfer, the fair value of any work or services provided by the assignee or subtenant for Tenant, and any payment in excess of fair market value for services rendered by Tenant to the assignee or subtenant or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to the assignee or subtenant in connection with such Transfer.

12.7 Landlord’s Option to Recapture Space. Notwithstanding anything to the contrary contained in this Section 12, Landlord shall have the option, by giving written notice to Tenant within twenty (20) days after receipt of any request by Tenant to assign this Lease or to sublease all or any portion of the space in the Premises (other than a Transfer described in the last sentence of Section 12.1), to terminate this Lease with respect to said space as of the date thirty (30) days after Landlord’s election. In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Base Rent, Tenant’s Share of Operating Expense and Real Property Tax increases and the number of parking spaces Tenant may use shall be adjusted on the basis of the number of rentable square feet retained by Tenant in

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proportion to the number of rentable square feet contained in the original Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of same. If Landlord recaptures only a portion of the Premises, it shall construct and erect at its sole cost such partitions as may be required to sever the space to be retained by Tenant from the space recaptured by Landlord. Landlord may, at its option, lease any recaptured portion of the Premises to the proposed subtenant or assignee or to any other person or entity without liability to Tenant. Tenant shall not be entitled to any portion of the profit, if any, Landlord may realize on account of such termination and reletting. Tenant acknowledges that the purpose of this Section 12.7 is to enable Landlord to receive profit in the form of higher rent or other consideration to be received from an assignee or subtenant, to give Landlord the ability to meet additional space requirements of other tenants of the Office Park and to permit Landlord to control the leasing of space in the Office Park. Tenant acknowledges and agrees that the requirements of this Section 12.7 are commercially reasonable and are consistent with the intentions of Landlord and Tenant.

12.8 Landlord’s Expenses. In the event Tenant shall assign this Lease or sublet the Premises or request the consent of Landlord to any Transfer, then Tenant shall pay Landlord’s reasonable costs and expenses incurred in connection therewith, including, but not limited to, attorneys’, architects’, accountants’, engineers’ or other consultants’ fees (Landlord agreeing that Tenant shall not be required to reimburse Landlord more than $1,000 per request for legal fees incurred in connection with the review of any proposed sublease or assignment).

13. Default; Remedies.

13.1 Default by Tenant. Landlord and Tenant hereby agree that the occurrence of any one or more of the following events shall be an “Event of Default” by Tenant under this Lease and that said Event of Default shall give Landlord the rights described in Section 13.2. Landlord or Landlord’s authorized agent shall have the right to execute and to deliver any notice of default, notice to pay rent or quit or any other notice Landlord gives Tenant.

(a) Tenant’s failure to make any payment of Base Rent, Tenant’s Share of Operating Expense increases, Tenant’s Share of Real Property Taxes, late charges, or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of five (5) days after written notice thereof from Landlord to Tenant. In the event that Landlord serves Tenant with a notice to pay rent or quit pursuant to applicable summary process or unlawful detainer statutes, such notice shall also constitute the notice required by this Section 13.1(a).

(b) The abandonment of the Premises by Tenant for more than one hundred twenty (120) days, in which event Landlord shall not be obligated to give any notice of default to Tenant.

(c) The failure of Tenant to comply with any of its obligations under Sections 6.1, 6.2, 7.2, 7.3, 8, 11.3, 12, 18, 19, 21, 23, 24, 26, 34, 35 and 56 and failure to cure the same within ten (10) days following written notice from Landlord to Tenant. In the event Landlord serves Tenant with a notice to quit or any other notice pursuant to applicable summary process or unlawful detainer statutes, said notice shall also constitute the notice required by this Section 13.1(c).

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(d) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant (other than those referenced in Sections 13.1(a), (b) and (c), above), where such failure shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant; provided, however, that if the nature of Tenant’s non-performance is such that more than ten (10) days are reasonably required for its cure, then an Event of Default shall not be deemed to exist if Tenant commences such cure within said ten (10) day period and thereafter diligently pursues such cure to completion. In the event that Landlord serves Tenant with a notice to quit or any other notice pursuant to applicable summary process or unlawful detainer statutes, said notice shall also constitute the notice required by this Section 13.1(d).

(e) (i) The making by Tenant or any guarantor of Tenant’s obligations hereunder of any general arrangement or general assignment for the benefit of creditors; (ii) Tenant or any guarantor becoming a “debtor” as defined in 11 U.S.C. Section 101 (the “Bankruptcy Code”) or any successor statute thereto (unless, in the case of a petition filed against Tenant or guarantor, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within sixty (60) days; (iv) the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within sixty (60) days; (v) Tenant shall be adjudicated insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment. liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors (other than the Bankruptcy Code), or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; (vi) a petition shall be filed against Tenant under any law other than the Bankruptcy Code seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or (vii) the occurrence of any of the events described in this paragraph (e) with respect to any guarantor of all or any portion of Tenant’s obligations under this Lease. In the event that any provision of this Section 13.1(e) is unenforceable under applicable law, such provision shall be of no force or effect.

(f) The discovery by Landlord that any financial statement, representation or warranty given to Landlord by Tenant, or by any guarantor of Tenant’s obligations hereunder, is or was materially false. Tenant acknowledges that Landlord has entered into this Lease in material reliance on such information.

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(g) If Tenant is a corporation, limited liability company, partnership, or other business entity, the dissolution or liquidation of Tenant.

(h) If Tenant’s obligations under this Lease are guaranteed: (i) the death of a guarantor, (ii) the termination of a guarantor’s liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a guarantor’s becoming insolvent or the subject of a bankruptcy filing, (iv) a guarantor’s refusal to honor the guaranty, or (v) a guarantor’s breach of its guaranty obligation on an anticipatory breach basis.

13.2 Remedies.

(a) In the event of any default or breach of this Lease by Tenant, continuing after any applicable notice and grace period provided for by Section 13.1, Landlord may, at any time thereafter, with or without notice or demand, and without limiting Landlord in the exercise of any other right or remedy which Landlord may have by reason of such default:

(i) terminate Tenant’s right to possession of the Premises by any lawful means, in which case this Lease and the term hereof shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. If Landlord terminates this Lease, Landlord may recover from Tenant (A) the worth at the time of award of the unpaid rent which had been earned at the time of termination and all additional charges which would have been payable hereunder for the remainder of the Term of this Lease including, without limitation, Tenant’s share of Operating Expenses increases and Tenant’s Share of Real Property Tax Increases which had been earned at the time of termination; (B) the worth at the time of award of the amount by which the unpaid rent and all additional charges which would have been payable hereunder for the remainder of the Term of this Lease Including, without limitation, Tenant’s share of Operating Expenses increases and Tenant’s Share of Real Property Tax Increases which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (C) the worth at the time of award of the amount by which the unpaid rent and all additional charges which would have been payable hereunder for the remainder of the Term of this Lease including, without limitation, Tenant’s share of Operating Expenses increases and Tenant’s Share of Real Property Tax Increases for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; (D) the amount of any Base Rent that would have been payable between the Commencement Date and the Rent Commencement Date, and (E) any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform its obligations under the Lease or which in the ordinary course of things would be likely to result

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therefrom, including, but not limited to, the cost of recovering possession of the Premises, expenses of releasing, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, any real estate commissions actually paid by Landlord and the unamortized value of any free rent, reduced rent, tenant improvement allowance or other economic concessions provided by Landlord. The “worth at time of award” of the amounts referred to in Section 13.2(a)(i)(A) and (B) shall be computed by allowing interest at the lesser often percent (10%) per annum or the maximum interest rate permitted by applicable law, The worth at the time of award of the amount referred to in Section 13.2(a)(i)(C) shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of Boston at the time of award plus one percent (1%). For purposes of this Section 13.2(a)(i), “rent” shall be deemed to be all monetary obligations required to be paid by Tenant pursuant to the terms of this Lease.

(ii) collect sublease rents (or appoint a receiver to collect such rent) and otherwise perform Tenant’s obligations at the Premises, it being agreed, however, that the appointment of a receiver for Tenant shall not constitute an election by Landlord to terminate this Lease; and/or

(iii) pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the Commonwealth of Massachusetts.

(b) No remedy or election hereunder shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in equity. The expiration or termination of this Lease and/or the termination of Tenant’s right to possession of the Premises shall not relieve Tenant of liability under any indemnity provisions of this Lease as to matters occurring or accruing during the Term of this Lease or by reason of Tenant’s occupancy of the Premises.

(c) If Tenant abandons the Premises, Landlord may re-enter the Premises and such re-entry shall not be deemed to constitute Landlord’s election to accept a surrender of the Premises or to otherwise relieve Tenant from liability for its breach of this Lease. No surrender of the Premises shall be effective against Landlord unless Landlord has entered into a written agreement with Tenant in which Landlord expressly agrees to (i) accept a surrender of the Premises and (ii) relieve Tenant of liability under this Lease. The delivery by Tenant to Landlord of possession of the Premises shall not constitute the termination of this Lease or the surrender of the Premises.

13.3 Default by Landlord. Landlord shall not be in default under this Lease unless Landlord fails to perform obligations required of Landlord within thirty (30) days after written notice by Tenant to Landlord and to the Holder of any Mortgage encumbering the Property

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whose name and address shall have theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its cure, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently pursues the same to completion. This Lease and the obligations of Tenant hereunder shall not be affected or impaired because Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so in such inability or delay is caused by reason of strike or other labor problems, acts of God, riot, insurrection, governmental actions or requirements, or any other cause beyond the reasonable control of Landlord, and the time for Landlord’s performance shall be extended for the period of any such delay.

13.4 Late Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord of Base Rent, Tenant’s Share of Operating Expense increases, Tenant’s Share of Real Property Tax increases or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed encumbering the Property. Accordingly, if any installment of Base Rent, Tenant’s Share of Operating Expense increases, Tenant’s Share of Real Property Tax increases or any other sum due from Tenant shall not be received by Landlord when such amount shall be due, then, without any requirement for notice or demand to Tenant, Tenant shall immediately pay to Landlord a late charge equal to four percent (4%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder including the assessment of interest under Section 13.5.

13.5 Interest on Past-due Obligations. Except as expressly herein provided, any amount due to Landlord that is not paid when due shall bear interest at the lesser of twelve (12%) percent per annum or the maximum rate permitted by applicable law. Payment of such interest shall not excuse or cure any default by Tenant under this Lease.

13.6 Payment of Rent and Security Deposit after Default. If Tenant fails to pay Base Rent, Tenant’s Share of Operating Expense increases, Tenant’s Share of Real Property Tax increases or any other monetary obligation due hereunder on the date it is due, after Tenant’s second failure to pay any monetary obligation on the date it is due in any twelve-month period, at Landlord’s option, all monetary obligations of Tenant hereunder shall thereafter be paid by cashier’s cheek, and Tenant shall, upon demand, provide Landlord with an additional security deposit equal to two (2) months’ Base Rent. If Landlord has required Tenant to make said payments by cashier’s check or to provide an additional security deposit, Tenant’s failure to make a payment by cashier’s check or to provide the additional security deposit shall be a material default hereunder.

14. Landlord’s Right to Cure Default; Payments by Tenant. All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense and without any reduction of rent. If Tenant shall fail to perform

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any of its obligations under this Lease, within a reasonable time after such performance is required by the terms of this Lease (or immediately, in case of emergency), Landlord may, but shall not be obligated to, after ten (10) days prior written notice to Tenant, (but no notice will be required in case of emergency), make any such payment or perform any such act on Tenant’s behalf without waiving its rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder. Tenant shall pay to Landlord, within ten (10) days after delivery by Landlord to Tenant of statements therefor, an amount equal to the expenditures reasonably made by Landlord in connection with the remedying by Landlord of Tenant’s defaults pursuant to the provisions of this Section 14.

15. Condemnation. If any portion of the Premises is taken under the power of eminent domain, or sold under the threat of the exercise of said power (all of which are herein called “Condemnation”), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs; provided that if so much of the Premises is taken by Condemnation as would substantially and adversely affect the operation and profitability of Tenant’s business conducted from the Premises, and said taking lasts for ninety (90) days or more, Tenant shall have the option, to be exercised only in writing within thirty (30) days after Landlord shall have given Tenant written notice of such taking (or in the absence of such notice, within thirty (30) days after the condemning authority shall have taken possession), to terminate this Lease as of the date the condemning authority takes such possession. If a taking lasts for less than ninety (90) days and limits Tenant’s use of the Premises for the Permitted Use, Tenant’s rent shall be abated in proportion to such limitation during said period but Tenant shall not have the tight to terminate this Lease. If Tenant does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the rent and Tenant’s Share of Operating Expenses shall be reduced in the proportion that the usable floor area of the Premises taken bears to the total usable floor area of the Premises. Common Areas taken shall be excluded from the Common Areas usable by Tenant and no reduction of rent shall occur with respect thereto or by reason thereof. Landlord shall have the option in its sole discretion to terminate this Lease as of the taking of possession by the condemning authority, by giving written notice to Tenant of such election within thirty (30) days after receipt of notice of a Condemnation of any part of the Premises or the Property. Any award for the taking of all or any part of the Premises or the Property under the power of eminent domain or any payment made under threat of the exercise of such power shall be the property of Landlord, whether such award shall be made as compensation for diminution in value of the leasehold, for good will, for the taking of the fee, as severance damages, or as damages for tenant improvements; provided, however, that Tenant shall be entitled to any separate award for loss of or damage to Tenant’s removable personal property. In the event that this Lease is not terminated by reason of such condemnation, and subject to the requirements of any lender that has made a loan to Landlord encumbering the Property, Landlord shall to the extent of severance damages received by Landlord in connection with such condemnation, repair any damage to the Property caused by such Condemnation except to the extent that Tenant has been reimbursed therefor by the condemning authority. This Section 15 shall govern the rights and obligations of Landlord and Tenant with respect to the condemnation of all or any portion of the Property.

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16. Vehicle Parking.

16.1 Use of Parking Facilities. During the term and subject to the rules and regulations attached hereto as Exhibit “C,” as modified by Landlord from time to time (the “Rules”), Tenant shall be entitled to use the number of parking spaces set forth in Section 1.19 in the parking facility of the Office Park. Landlord may, in its sole discretion, assign parking spaces to Tenant and designate the location of any reserved parking spaces. For purposes of this Lease, a “parking space” refers to the space in which one (1) motor vehicle is intended to park. If Tenant commits or allows in the parking facility any of the activities prohibited by the Lease or the Rules, then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Tenant, which cost shall be immediately payable by Tenant upon demand by Landlord. Tenant shall not transfer, assign, or otherwise convey its parking rights separate and apart from this Lease.

16.2 Parking Charges. INTENTIONALLY OMITTED.

17. Broker’s Fee. Tenant and Landlord each represent and warrant to the other that neither has had any dealings or entered into any agreements with any person, entity, broker or finder other than the persons, if any, listed in Section 1.20, in connection with the negotiation of this Lease, and no other broker, person, or entity is entitled to any commission or finder’s fee in connection with the negotiation of this Lease, and Tenant and Landlord each agree to indemnify, defend and hold the other harmless from and against any claims, damages, costs, expenses, attorneys’ fees or liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings, actions or agreements of the indemnifying party.

18. Estoppel Certificate.

18.1 Delivery of Certificate. Tenant shall from time to time, upon not less than ten (10) days’ prior written notice from Landlord execute, acknowledge and deliver to Landlord a statement in writing certifying such information as Landlord may reasonably request including, but not limited to, the following: (a) that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) (b) the date to which the Base Rent and other charges are paid in advance and the amounts so payable, (c) that there are not, to Tenant’s knowledge, any uncured defaults or unfulfilled obligations on the part of Landlord, or specifying such defaults or unfulfilled obligations, if any are claimed, (d) that all tenant improvements to be constructed by Landlord, if any, have been completed in accordance with Landlord’s obligations and (e) that Tenant has taken possession of the Premises. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Property.

18.2 Failure to Deliver Certificate. At Landlord’s option, the failure of Tenant to deliver such statement within such time shall constitute conclusive evidence upon Tenant that (a) this Lease is in full force and effect, without modification except as may be represented by Landlord, (b) there are no uncured defaults in Landlord’s performance, (c) not more than one month’s Base Rent has been paid in advance, (d) all tenant improvements to be constructed by Landlord, if any, have been completed in accordance with Landlord’s obligations and (e) Tenant has taken possession of the Premises.

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19. Financial Information. From time to time, at Landlord’s request (which shall not be made more often than annually), Tenant shall cause the following financial information to be delivered to Landlord, at Tenant’s sole cost and expense, upon not less than ten (10) days’ advance written notice from Landlord: (a) a current financial statement for Tenant and Tenant’s financial statements for the previous two accounting years, (b) a current financial statement for any guarantor(s) of this Lease and the guarantor’(s) financial statements for the previous two accounting years and (c) such other financial information pertaining to Tenant or any guarantor as Landlord or any lender or purchaser of Landlord may reasonably request. All financial statements shall be prepared in accordance with generally accepted accounting principles consistently applied and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant.

20. Landlord’s Liability. Tenant acknowledges that Landlord shall have the right to transfer all or any portion of its interest in the Property and to assign this Lease to the transferee. Tenant agrees that in the event of such a transfer Landlord shall automatically be released from all liability arising under this Lease after the effective date of such transfer; and Tenant hereby agrees to look solely to Landlord’s transferee for the performance of Landlord’s obligations hereunder after the date of the transfer. Upon such a transfer, Landlord shall, at its option, return Tenant’s security deposit to Tenant or transfer Tenant’s security deposit to Landlord’s transferee and, in either event, Landlord shall have no further liability to Tenant for the return of its security deposit. Subject to the tights of any lender holding a mortgage or deed of trust encumbering all or part of the Property, Tenant agrees to look solely to Landlord’s equity interest in the Property for the collection of any judgment requiring the payment of money by Landlord arising out of (a) Landlord’s failure to perform its obligations under this Lease or (b) the negligence or willful misconduct of Landlord, its partners, employees and agents. No other property or assets of Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of any judgment or writ obtained by Tenant against Landlord. No partner, trustee, beneficiary, officer, director, member, shareholder, employee or agent of Landlord shall be personally liable for the performance of Landlord’s obligations hereunder or be named as a party in any lawsuit arising out of or related to, directly or indirectly, this Lease and the obligations of Landlord hereunder. The obligations under this Lease do not constitute personal obligations of the individual partners, trustees or shareholders, beneficiaries or members of Landlord, if any, and Tenant shall not seek recourse against any of said persons or their assets.

21. Indemnity.

(a) Tenant hereby agrees to indemnify, defend and hold harmless Landlord and its employees, officers, directors, trustees, beneficiaries, members, partners, shareholders, agents, contractors, lenders and ground lessors (said persons and entities are hereinafter collectively referred to as the “Indemnified Parties”) from and against any and all liability, loss, cost, damage, claims, loss of rents, liens, judgments, penalties, fines, settlement costs, investigation costs, the cost of consultants and experts, attorneys fees, court costs and other legal expenses, and the effects of environmental contamination, the cost of environmental testing, the removal, remediation and/or abatement of Hazardous Substances or Medical Waste (as said

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terms are defined below) in each case as may be necessary (in the determination of any governmental agency or authority or Landlord’s licensed site professional) in order to comply with applicable laws or regulations, insurance policy deductibles and other expenses (hereinafter collectively referred to as “Damages”) arising out of or related to an “Indemnified Matter” (as defined below).

(b) For purposes of this Section 21, an “Indemnified Matter” shall mean any matter for which one or more of the Indemnified Parties incurs liability or Damages if the liability or Damages arise out of or involve, directly or indirectly, (i) Tenant’s or its employees’, agents’, contractors’ or invitees’ (all of said persons or entities are hereinafter collectively referred to as “Tenant Parties”) use or occupancy of the Premises, Property or the Office Park, (ii) any act, omission or neglect of a Tenant Party, (iii) Tenant’s failure to perform any of its obligations under this Lease, (iv) the existence, use or disposal of any Hazardous Substance (as defined in Section 23 below) brought on to the Property or the Office Park by a tenant Party, (v) the existence, use or disposal of any Medical Waste (as defined in Section 24 below) brought on to the Property or the Office Park by a Tenant Party or (vi) any other matters for which Tenant has agreed to indemnify Landlord pursuant to any other provision of this Lease. Tenant’s obligations hereunder shall include, but shall not be limited to compensating the Indemnified Parties for Damages arising out of Indemnified Matters within ten (10) days after written demand from an Indemnified Party, and providing a defense, with counsel reasonably satisfactory to the Indemnified Party, at Tenant’s sole expense, within ten (10) days after written demand from the Indemnified Party, of any claims, action or proceeding arising out of or relating to an Indemnified Matter whether or not litigated or reduced to judgment and whether or not well founded.

(c) If Tenant is obligated to compensate an Indemnified Party for Damages arising out of an Indemnified Matter, Landlord shall have the immediate and unconditional right, but not the obligation, without notice or demand to Tenant, to pay the damages and Tenant shall, upon ten (10) days advance written notice from Landlord, reimburse Landlord for the actual out-of-pocket costs incurred by Landlord. By way of example, and not limitation, Landlord shall have the immediate and unconditional right to cause any damages to the Common Areas, another tenant’s premises or to any other part of the Property or the Office Park to be repaired and to compensate other tenants of the Property or other persons or entities for Damages arising out of an Indemnified Matter. The Indemnified Parties need not first pay any Damages to be indemnified hereunder. Tenant’s obligations under this Section 21 shall not be released, reduced or otherwise limited because one or more of the Indemnified Parties are or may be actively or passively negligent with respect to an Indemnified Matter or because an Indemnified Party is or was partially responsible for the Damages incurred. This indemnity is intended to apply to the fullest extent permitted by applicable law. Tenant’s obligations under this Section 21 shall survive the expiration or termination of this Lease unless specifically waived in writing by Landlord after said expiration or termination. In no event shall Tenant be required to indemnify and Indemnified Party to the extent Damages are caused by the negligent or willful and wrongful acts or omissions of such party.

(d) Landlord agrees to indemnify and save harmless Tenant from and against all claims, loss, cost, damage or expense arising from any accident, bodily or personal injury or damage occurring in the common areas on the Property, to the extent that such accident, damage

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or injury results from a negligent act or omission on the part of Landlord or Landlord’s agents or employees, occurring after the Commencement Date until the end of the Term of this Lease. This indemnity and hold harmless agreement shall include indemnity against all losses, costs, damages, expenses and liabilities incurred during the Term of this Lease in connection with any such claim or proceeding brought thereon, and the defense thereof, including, without limitation, reasonable attorneys’ fees and costs at both the trial and appellate levels.

22. Exemption of Landlord from Liability. Tenant hereby agrees that Landlord shall not be liable for injury to Tenant’s business or any loss of income therefrom or for loss of or damage to the merchandise, tenant improvements, fixtures, furniture, equipment, computers, files, automobiles, or other property of Tenant, Tenant’s employees, agents, contractors or invitees, or any other person in or about the Property or the Office Park, nor shall Landlord be liable for injury to the person of Tenant, Tenant’s employees, agents, contractors or invitees, whether such damage or injury is caused by or results from any cause whatsoever including, but not limited to, theft, criminal activity at the Property or the Office Park, negligent security measures, bombings or bomb scares, Hazardous Substances or Medical Waste (as defined below), fire, steam, electricity, gas, water or rain, flooding, breakage of pipes, sprinklers, plumbing, air conditioning or lighting fixtures, or from any other cause, whether said damage or injury results from conditions arising upon the Premises or upon other portions of the Property or the Office Park, or from other sources or places, or from new construction or the repair, alteration or improvement of any part of the Property or the Office Park, and regardless of whether the cause of the damage or injury arises out of Landlord’s or its employees’, agents’ or contractors’ negligent acts or omissions. Landlord shall not be liable for any damages arising from any act or neglect of any employees, agents, contractors or invitees of any other tenant, occupant or user of the Property or the Office Park, nor from the failure of Landlord to enforce the provisions of the lease of any other tenant of the Property. Tenant, as a material part of the consideration to Landlord hereunder, hereby assumes all risk of damage to Tenant’s property or business or injury to persons, in, upon or about the Property or the Office Park arising from any cause, except Landlord’s gross negligence or the gross negligence of its employees or agents, and Tenant hereby waives all claims in respect thereof against Landlord, its employees, agents and contractors.

23. Hazardous Substances.

23.1 Definition and Consent. The term “Hazardous Substance” as used in this Lease shall mean any product, substance, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, release or affect, either by itself or in combination with other materials expected to be on the Premises, is either: (a) potentially injurious to the public health, safety or welfare, the environment or the Premises, (b) regulated or monitored by any governmental entity, (c) a basis for liability of Landlord to any governmental entity or third party under any federal, state or local statute or common law theory or (d) defined as a hazardous material or substance by any federal, state or local law or regulation. Except for small quantities of ordinary office supplies such as copier toner, liquid paper, glue, ink and common household cleaning materials, Tenant shall not cause or permit any Hazardous Substance to be brought, kept, or used in or about the Premises or the Office Park by Tenant, its agents, employees, contractors or invitees.

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23.2 Duty to Inform Landlord. If Tenant knows, or has reasonable cause to believe, that a Hazardous Substance, or a condition involving or resulting from same, has come to be located in, on or under or about the Premises or the Property, Tenant shall immediately give written notice of such fact to Landlord. Tenant shall also immediately give Landlord (without demand by Landlord) a copy of any statement, report, notice, registration, application, permit, license, given to or received from, any governmental authority or private party, or persons entering or occupying the Premises, concerning the presence, spill, release, discharge of or exposure to, any Hazardous Substance or contamination in, on or about the Premises or the Property.

23.3 Inspection; Compliance. Landlord and Landlord’s employees, agent, contractors and lenders shall have the right to enter the Premises at any time in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for verifying compliance by Tenant with this Section 23. Landlord shall have the right to employ experts and/or consultants in connection with its examination of the Premises and with respect to the installation, operation, use, monitoring, remediation, maintenance, or removal of any Hazardous Substance on or from the Premises. The costs and expenses of any such inspections shall be paid by the party requesting same, unless a release, discharge or contamination, caused or materially contributed to by Tenant, is found to exist or be imminent, or unless the inspection is requested or ordered by governmental authority as the result of any such existing or imminent release, discharge or contamination. In any such case, Tenant shall upon request reimburse Landlord for the actual out-of-pocket costs and expenses of such inspection.

24. Medical Waste.

24.1 Definition. The term “Medical Waste” shall mean the types of waste so described in any federal, state or local laws, rules and regulations and any similar type of waste. Unless specifically permitted by Section 6 of this Lease to use the Premises for medical office uses, Tenant shall not cause or permit any Medical Waste to be brought, generated, kept or used in or about the Premises or the Property by Tenant, its employees, agents, contractors or invitees.

24.2 Inspection; Compliance. Landlord and Landlord’s employees, agents, contractors and lenders shall have the right to enter the Premises at any time in the case of an emergency, and otherwise at reasonable times, for the purpose of verifying compliance by Tenant with this Section 24. Landlord shall have the right to employ experts and/or consultants in connection with its examination of the Premises and with respect to any generation and disposal of Medical Waste on or from the Premises. The cost and expenses of any such inspection shall be paid by Landlord, unless it is determined that Tenant is not disposing of its Medical Waste in a manner permitted by applicable law, in which case Tenant shall immediately reimburse Landlord for the cost of such inspection.

24.3 No Limitation. The provisions of this Section 24 shall not limit in any way the provisions of Section 23.

25. Tenant Improvements. Tenant acknowledges and agrees that Landlord shall not be obligated to construct any tenant improvements on behalf of Tenant unless a work letter

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agreement (the “Work Letter”) is attached to this Lease as an exhibit and the Work Letter is fully completed and executed by Landlord. If a space plan is attached to the Work Letter, the space plan shall not be binding on Landlord unless separately initialed by Landlord. Except as set forth in a Work Letter, it is specifically understood and agreed that Landlord has no obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the Premises, the Property, or any part thereof, or to provide any allowance for such purposes, and that no representations respecting the condition of the Premises, Property or the Office Park have been made by Landlord to Tenant.

26. Subordination and Rights of Mortgagees.

26.1 Effect of Subordination. This Lease, upon Landlord’s written election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or security interest (any of the foregoing, a “Mortgage”) now or hereafter made of or with respect to or placed on all or any part of the Property and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. If any Holder shall elect to have this Lease prior to the lien of its Mortgage and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such Mortgage, whether this Lease are dated prior or subsequent to the date of said Mortgage or the date of recording thereof. In the event of the foreclosure of a Mortgage, or a deed in lieu of foreclosure of a Mortgage, or exercise of any similar remedy by a Holder, the new owner of the Property as a result of such exercise shall not (a) be liable far any act or omission of any prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for the return of its security deposit, unless actually delivered to such Holder. At the request of any such new owner, Tenant shall attorn to such new owner. Landlord represents that as of the date hereof, there is no mortgage encumbering the Building.

26.2 Execution of Documents. If the Holder of any mortgage granted after the date hereof elects to make this Lease subordinate as aforesaid, then upon the written request of Tenant, Landlord agrees to use all reasonable efforts to obtain the Holder’s written agreement on its then standard form that, in the event that the Holder shall succeed to the interests of Landlord hereunder pursuant to such mortgage, so long as no Event of Default exists hereunder, Tenant’s right to possession of the Premises shall not be disturbed and Tenant’s other rights hereunder shall not be adversely affected by any foreclosure of such mortgage or encumbrance or by termination of such ground lease. For purposes hereof, the term “all reasonable efforts” shall not include the payment of any sum of money or the consent to less favorable terms and conditions with respect to the obligations or indebtedness secured or created by such mortgage, ground lease or encumbrance. In the event that, despite such reasonable efforts, Landlord is unable to obtain such an agreement, then this Lease shall be subordinate as aforesaid. Tenant agrees to execute and acknowledge any documents Landlord reasonably requests that Tenant execute to effectuate an attornment, a subordination, or to make this Lease granted herein prior to the lien of any Mortgage, as the case may be, including, without limitation, any subordination non-disturbance attornment agreement (“SNDA”) required by any Mortgagee. Tenant’s failure to execute such documents within ten (10) business days after written demand shall constitute a material default by Tenant hereunder.

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26.3 Assignment to Mortgagee. With reference to any assignment by Landlord of Landlord’s interest in this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to the Holder of a Mortgage on property which includes the Premises, Tenant agrees that the execution thereof by Landlord, and the acceptance thereof by the Holder of such Mortgage shall never be treated as an assumption by such Holder of any of the obligations of Landlord hereunder unless such Holder shall, by notice sent to Tenant, specifically otherwise elect and, except as aforesaid, such Holder shall be treated as having assumed Landlord’s obligations hereunder only upon foreclosure of such holder’s Mortgage and the taking of possession of the Premises.

26.4 Sale Leaseback. In no event shall the acquisition of Landlord’s interest in the Property by a purchaser which, simultaneously therewith, leases Landlord’s entire interest in the Property back to the seller thereof be treated as an assumption, by operation of law or otherwise, of Landlord’s obligations hereunder, but Tenant shall look solely to such seller-lessee, and its successors from time to time in title, for performance of Landlord’s obligations hereunder. For all purposes, such seller-lessee, and its successors in title, shall be the Landlord hereunder unless and until Landlord’s position shall have been assumed by such purchaser-lessor.

26.5 Cure by Mortgagee. The curing of any default of Landlord’s under this Lease by any Holder shall be treated as performance by Landlord.

27. Option to Extend.

27.1 Tenant’s Right. Provided that, at the time of such exercise, (i) there exists no Event of Default; (ii) Tenant has not assigned this Lease or sublet all or any portion of the Premises (other than to any entity described in the last sentence of Section 12.1 hereof); and (iii) this Lease is still in full force and effect, Tenant shall have the right to extend the Term of this Lease for one extended term (the “Extended Term”) of five (5) years. The Extended Term shall commence on the day immediately following the expiration date of the Initial Term, and shall end on the day immediately preceding the fifth anniversary of the first day of the Extended Term. If Tenant so requests in writing, not sooner than the first day of the twelfth (12^th) calendar month prior to the Expiration Date, Landlord shall, within thirty (30) days, advise Tenant of Landlord’s then good faith determination of what the Fair Market Rental Value of the Premises would be as of the Determination Date (as such terms are defined in Section 27.2). Tenant shall exercise such option to extend by giving written notice to Landlord not later than nine (9) months prior to the expiration of the Initial Term. The giving of such notice by Tenant shall automatically extend the Term of this Lease for the Extended Term and no instrument of renewal need be executed. If Tenant shall have requested, and Landlord shall have given, Landlord’s good faith determination as aforesaid, and if Tenant subsequently exercises its option to extend, Tenant shall be deemed to have accepted Landlord’s determination unless at the time of exercise, Tenant advises Landlord that Tenant does not accept the same as the Fair Market Rental Value. In the event that Tenant fails to give such notice to Landlord, this Lease shall automatically terminate at the end of the Initial Term, and Tenant shall have no further option to extend the Term of this Lease, it being agreed that time shall be of the essence in the giving of such notice. The Extended Term shall be on all the terms and conditions of this Lease, except that the Base Rent for the Extended Term shall be determined pursuant to Section 27.2 hereof.

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27.2 Rental Etc.

(a) The annual Base Rent for each year of the Extended Term shall be the Fair Market Rental Value of the Premises (exclusive of the cost of supplying Tenant electricity, if and to the extent the same is paid separately by Tenant) as of the commencement of the Extended Term (the “Determination Date”). The term “Fair Market Rental Value” shall mean the annual fixed rent that a willing tenant would pay and a willing landlord would accept, each acting in its own best interest and without duress, in an arms-length lease of the Premises as of the Determination Date. If Landlord and Tenant shall fail to agree upon the Fair Market Rental Value within six (6) months before the Determination Date, then Landlord and Tenant each shall give notice (a “Determination Notice”) to the other setting forth their respective determinations of the Fair Market Rental Value, and, subject to the provisions of paragraph (b) below, either party may apply to the American Arbitration Association or any successor thereto for the designation of an arbitrator satisfactory to both parties to render a final determination of the Fair Market Rental Value. In such event, Landlord shall not be bound by any good faith estimate given under Section 27.1. The fair market rental value shall then be determined by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, except that there shall be only one arbitrator, who shall have had at least ten (10) years’ experience as a real estate broker or appraiser in the greater Route 128/Metrowest area. The arbitrator shall conduct such hearings and investigations as the arbitrator shall deem appropriate and shall, within thirty (30) days after having been appointed, choose one of the determinations set forth in either Landlord’s or Tenant’s Determination Notice, and that choice by the arbitrator shall be binding upon Landlord and Tenant. The arbitrator may take into account factors such as (but not limited to) the then condition of the applicable space and the level of any leasehold improvement allowances or other inducements then normally being offered to prospective tenants. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this paragraph (a), and the parties shall share equally all other expenses and fees of any such arbitration. The determination rendered in accordance with the provisions of this paragraph (a) shall be final and binding in fixing the Fair Market Rental Value. The arbitrator shall not have the power to add to, modify, or change any of the provisions of this Lease. In no event, however, shall the Base Rent for any year during the Extended Term be less than the sum of (x) the Base Rent in effect on day preceding the fifth anniversary of the Rent Commencement Date, plus (y) amounts due under this Lease on account of Real Property Tax increases and Operating Expense increases during the Comparison Year immediately preceding the first year of the Extended Term.

(b) In the event that the determination of the Fair Market Rental Value set forth in the Landlord’s and Tenant’s Determination Notices shall differ by less than five percent (5%) per square foot of Premises Rentable Area per annum for each year for which the same is being determined, then the Fair Market Rental Value shall not be determined by arbitration, but shall instead be set by taking the avenge of the determinations set forth in Landlord’s and Tenant’s Determination Notices. Only if the determinations set forth in Landlord’s and Tenant’s Determination Notices shall differ by more than 5% per square foot of Premises Rentable area per annum for any year for which the same is being determined shall the actual determination of Fair Market Rental Value be made by an arbitrator as set forth in paragraph (a) above.

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(c) If for any reason the Fair Market Rental Value shall not have been determined prior to the Determination Date, then, until the Fair Market Rental Value and, accordingly, the Base Rent, shall have been finally determined, Tenant shall pay Base Rent at the rate quoted by Landlord in Landlord’s Determination Notice. Upon final determination of the Fair Market Rental Value, an appropriate adjustment to the Base Rent theretofore paid by Tenant from and after the Determination Date shall be made reflecting such final determination, and Landlord or Tenant, as the case may be, shall promptly credit or pay, respectively, to the other any overpayment of deficiency, as the case may be, in the payment of Base Rent from the Determination Date to the date of such final determination.

28. Landlord Reservations. Landlord shall have the right: (a) to change the name and address of the Property or Building upon not less than ninety (90) days prior written notice; (b) to, at Tenant’s expense, provide and install Building standard signs and graphics on or near the door of the Premises and such portions of the Common Areas as Landlord shall determine, in Landlord’s sole discretion; (c) to permit any tenant the exclusive right to conduct any business as long as such exclusive right does not conflict with any rights expressly given herein; and (d) to place signs, notices or displays upon the roof, interior, exterior or Common Areas of the Building. Tenant shall not use a representation (photographic or otherwise) of the Building or the Office Park or their name(s) in connection with Tenant’s business or suffer or permit anyone, except in an emergency, to go upon the roof of the Building. Landlord reserves the right to use the exterior walls of the Premises, and the area beneath, adjacent to and above the Premises together with the right to install, use, maintain and replace equipment, machinery, pipes, conduits and wiring through the Premises, which serve other parts of the Property, provided that Landlord’s use does not unreasonably interfere with Tenant’s use of the Premises.

29. Changes to Property. Landlord shall have the right, in Landlord’s sole discretion, from time to time, to make changes to the size, shape, location, number and extent of the improvements comprising the Property (hereinafter referred to as “Changes”) including, but not limited to, the Building interior and exterior, the Common Areas, elevators, escalators, restrooms, HVAC, electrical systems, communication systems, fire protection and detection systems, plumbing systems, security systems, parking control systems, driveways, entrances, parking spaces, parking areas and landscaped areas. In connection with the Changes, Landlord may, among other things, erect scaffolding or other necessary structures at the Building, limit or eliminate access to portions of the Building or Property, including portions of the Common Areas, or perform work in the Building, which work may create noise, dust or leave debris in the Building. Tenant hereby agrees that such Changes and Landlord’s actions in connection with such Changes shall in no way constitute a constructive eviction of Tenant or entitle Tenant to any abatement of rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the Changes, nor shall Tenant be entitled to any compensation or damages from Landlord for any inconvenience or annoyance occasioned by such Changes or Landlord’s actions in connection with such Changes. Landlord shall endeavor to minimize interference with the conduct of Tenant’s business in connection with any of the foregoing.

30. Intentionally Omitted.

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31. Holding Over. If Tenant remains in possession of the Premises or any part thereof after the expiration or earlier termination of the Term hereof, such occupancy shall be a tenancy from month to month upon all the terms and conditions of this Lease pertaining to the obligations of Tenant, except that the Base Rent payable shall be the greater of (a) one hundred fifty percent (150%) of the Base Rent payable immediately preceding the Termination Date of this Lease or (b) one hundred twenty-five percent (125%) of the fair market Base Rent for the Premises as of the date Tenant holds over, and all Options, if any, shall be deemed terminated and be of no further effect. If Tenant remains in possession of the Premises or any part thereof for more than sixty (60) days after the expiration of the Term hereof without Landlord’s consent, Tenant may, at Landlord’s option, be treated as a tenant at sufferance or a trespasser, and Tenant shall be liable to Landlord for use and occupancy charges equal to three hundred percent (300%) of the Base Rent payable immediately preceding the Termination Date of this Lease, plus all other amounts otherwise payable by Tenant under this Lease as though it continued in effect. Nothing contained herein shall be construed to constitute Landlord’s consent to Tenant holding over at the expiration or earlier termination of the Lease term or to give Tenant the right to hold over after the expiration or earlier termination of the Lease term. Tenant hereby agrees to indemnify, hold harmless and defend Landlord from any cost, loss, claim or liability (including attorneys’ fees) Landlord may incur as a result of Tenant’s failure to surrender possession of the Premises to Landlord upon the termination of this Lease.

32. Landlord’s Access.

32.1 Access. Landlord and Landlord’s agents, contractors and employees shall have the right to enter the Premises at reasonable times for the purpose of inspecting the Premises, performing any services required of Landlord, showing the Premises to prospective purchasers, leaders, or tenants, undertaking safety measures and making alterations, repairs, improvements or additions to the Premises or to the Office Park. In the event of an emergency, Landlord may gain access to the Premises by any reasonable means, and Landlord shall not be liable to Tenant for damage to the Premises or to Tenant’s property resulting from such access. Landlord may at any time place on or about the Building for sale or for lease signs and Landlord may at any time during the last one hundred twenty (120) days of the term hereof place on or about the Premises for lease signs.

32.2 Keys. Landlord shall have the right to retain keys and electric codes or card keys to the locks, card key access systems and other security systems on the entry doors to the Premises and all interior doors at the Premises. At Landlord’s option, Landlord may require Tenant to obtain all keys to door locks at the Premises from Landlord’s engineering staff or Landlord’s locksmith and to only use Landlord’s engineering staff or Landlord’s locksmith to change locks at the Premises. Tenant shall pay Landlord’s or its locksmith’s standard charge for all keys and other services obtained from Landlord’s engineering staff or locksmith.

33. Security Measures. Tenant hereby acknowledges that Landlord shall have no obligation whatsoever to provide guard service or other security measures for the benefit of the Premises or the Property, and Landlord shall have no liability to Tenant due to its failure to provide such services. Tenant assumes all responsibility for the protection of Tenant, its agents, employees, contractors and invitees and the property of Tenant and of Tenant’s agents, employees, contractors and invitees from acts of third parties. Nothing herein contained shall prevent

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Landlord, at Landlord’s sole option, from implementing security measures for the Property or any part thereof, in which event Tenant shall participate in such security measures and the cost thereof shall be included within the definition of Operating Expenses, and Landlord shall have no liability to Tenant or its agents, employees, contractors and invitees arising out of Landlord’s negligent provision of security measures. Landlord shall have the right, but not the obligation, to require all persons entering or leaving the Property to identify themselves to a security guard and to reasonably establish that such person should be permitted access to the Property.

34. Easements. Landlord reserves to itself the right, from time to time, to grant such easements, rights and dedications that Landlord deems necessary or desirable, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Tenant. Tenant shall sign any of the aforementioned documents within ten (10) days after Landlord’s request and Tenant’s failure to do so shall constitute a material default by Tenant. The obstruction of Tenant’s view, air, or light by any structure erected in the vicinity of the Building, whether by Landlord or third parties, shall in no way affect this Lease or impose any liability upon Landlord.

35. Transportation Management. Tenant shall fully comply at its sole expense with all present or future programs implemented or required by any governmental or quasi-governmental entity or Landlord to manage parking, transportation, air pollution, or traffic in and around the Property or the metropolitan area in which the Property is located.

36. Severability. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof.

37. Time of Essence. Time is of the essence with respect to each of the obligations to be performed by Tenant under this Lease.

38. Definition of Additional Rent. All monetary obligations of Tenant to Landlord under the terms of this Lease, including, but not limited to, Base Rent, Tenant’s Share of Operating Expenses and Tenant’s Share of Real Property Tax increases, shall be deemed to be rent.

39. Incorporation of Prior Agreements. This Lease and the attachments listed in Section 1.17 contain all agreements of the parties with respect to the lease of the Premises and any other matter mentioned herein. No prior or contemporaneous agreement or understanding pertaining to any such matter shall be effective. Except as otherwise stated in this Lease, Tenant hereby acknowledges that no real estate broker nor Landlord or any employee or agents of any of said persons has made any oral or written warranties or representations to Tenant concerning the condition or use by Tenant of the Premises or the Property or concerning any other matter addressed by this Lease.

40. Amendments. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification.

41. Notices. All notices required or permitted by this Lease shall be in writing and may be delivered (a) in person (by hand, by messenger or by courier service), (b) by U.S. Postal Service certified mail, return receipt requested, or (c) by U.S. Postal Service Express Mail, Federal Express or other nationally recognized overnight courier, and shall be deemed sufficiently given

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if served in a manner specified in this Section 41. Any notice permitted or required hereunder, and any notice to pay rent or quit or similar notice, shall be deemed personally delivered to Tenant on the date the notice is personally delivered to any employee of Tenant at the Premises. The addresses set forth in Section 1.22 of this Lease shall be the address of each party for notice purposes. Landlord or Tenant may by written notice to the other specify a different address for notice purposes. A copy of all notices required or permitted to be given to either party hereunder shall be concurrently transmitted to such party or parties at such addresses as such other party may from time to time hereinafter designate by written notice to the other party. Any notice sent by certified mail, return receipt requested, shall be deemed given three (3) days after deposited with the U.S. Postal Service. Notices delivered by U.S. Express Mail, Federal Express or other nationally recognized courier shall be deemed given on the date delivered by the carrier or the date delivery is refused at the appropriate party’s address for notice purposes. If notice is received on Saturday, Sunday or a legal holiday, it shall be deemed received on the next business day. Nothing contained herein shall be construed to limit Landlord’s right to serve any notice to pay rent or quit or similar notice by any method permitted by applicable law, and any such notice shall be effective if served in accordance with any method permitted by applicable law whether or not the requirements of this Section 41 have been met.

42. Waivers. No waiver by Landlord of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by Tenant of the same or any other provision. Landlord’s consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Landlord’s consent to or approval of any subsequent act by Tenant. The acceptance of rent hereunder by Landlord shall not be a waiver of any preceding breach by Tenant of any provision hereof, other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such rent. No acceptance by Landlord of partial payment of any sum due from Tenant shall be deemed a waiver by Landlord of its right to receive the full amount due, nor shall any endorsement or statement on any cheek or accompanying letter from Tenant be deemed an accord and satisfaction. Tenant hereby waives for Tenant and all those claiming under Tenant all rights now or hereafter existing to redeem by order or judgment of any court or by legal process or writ, Tenant’s right of occupancy of the Premises after any termination of this Lease or to otherwise obtain relief from the forfeiture or termination of the Lease.

43. Covenants. This Lease shall be construed as though Landlord’s covenants contained herein are independent and not dependent and, to the extent permitted by applicable law, Tenant hereby waives the benefit of any statute or other law to the contrary. Tenant agrees that Tenant shall not have any right to terminate this Lease on account of any default or breach by Landlord of its obligations hereunder, and that Tenant’s remedies in the case of such a default or breach shall be limited to an action against Landlord for damages. All provisions of this Lease to be observed or performed by Tenant are both covenants and conditions.

44. Binding Effect; Choice of Law. Subject to any provision hereof restricting assignment or subletting by Tenant, this Lease shall bind the parties, their heirs, personal representatives, successors and assigns. This Lease shall be governed by the laws of the state in which the Property is located and any litigation concerning this Lease between the parties hereto shall be initiated in the county in which the Property is located.

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45. Attorneys’ Fees. If Landlord or Tenant brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in any such action, or appeal thereon, shall be entitled to its reasonable attorneys’ fees and court costs to be paid by the losing party as fixed by the court in the same or separate suit, and whether or not such action is pursued to decision or judgment. The attorneys’ fee award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys’ fees and court costs reasonably incurred in good faith. Landlord shall be entitled to reasonable attorneys’ fees and all other costs and expenses incurred in the preparation and service of notices of default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such default. Landlord and Tenant agree that attorneys’ fees incurred with respect to defaults and bankruptcy are actual pecuniary losses within the meaning of Section 365(b)(1)(B) of the Bankruptcy Code or any successor statute.

46. Auctions. Tenant shall not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction upon the Premises or the Common Areas. The holding of any auction on the Premises or Common Areas in violation of this Section 46 shall constitute a material default hereunder.

47. Signs. Tenant shall not place any sign upon the Premises (including on the inside or the outside of the doors or windows of the Premises) or the Building without Landlord’s prior written consent, which consent may be given or withheld in Landlord’s sole discretion. Landlord shall provide, at Landlord’s cost and expense (except as provided below), building standard tenant signage on the directory located in the lobby of the Building, the elevator lobby and at the entrance to the Premises for Tenant prior to the Commencement Date. Landlord shall maintain such signage during the Term hereof. Landlord shall have the right to place any sign it deems appropriate on any portion of the Building or the Property except the interior of the Premises and the inside or the outside of the doors or windows of the Premises. Any sign Landlord permits Tenant to place upon the Premises shall be maintained by Tenant, at Tenant’s sole expense. Notwithstanding the foregoing, the cost of any subsequent modifications thereto shall be paid by Tenant, at Tenant’s sole expense.

48. Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or a termination by Landlord, shall not result in the merger of Landlord’s and Tenant’s estates, and shall, at the option of Landlord, terminate all or any existing subtenancies or may, at the option of Landlord, operate as an assignment to Landlord of any or all of such subtenancies.

49. Quiet Possession. Provided Tenant is not in default hereunder, and subject to the rights of any lender, Tenant shall have quiet possession of the Premises for the entire term hereof subject to all of the provisions of this Lease.

50. Authority. If Tenant is a corporation, trust, limited liability company or general or limited partnership, Tenant, and each individual executing this Lease on behalf of such entity, represents and warrants that such individual is duly authorized to execute and deliver this Lease on behalf of said entity, that said entity is duly authorized to enter into this Lease, and that this Lease is enforceable against said entity in accordance with its terms. If Tenant is a corporation, trust, limited liability company or partnership, Tenant shall deliver to Landlord upon demand evidence of such authority satisfactory to Landlord.

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51. Conflict. Except as otherwise provided herein to the contrary, any conflict between the printed provisions, exhibits, addenda or riders of this Lease and the typewritten or handwritten provisions, if any, shall be controlled by the typewritten or handwritten provisions.

52. Multiple Parties. If more than one person or entity is named as Tenant herein, the obligations of Tenant shall be the joint and several responsibilities of all persons or entities named herein as Tenant. Service of a notice in accordance with Section 41 on one Tenant shall be deemed service of notice on all Tenants.

53. Interpretation. This Lease shall be interpreted as if it was prepared by both parties and ambiguities shall not be resolved in favor of Tenant because all or a portion of this Lease was prepared by Landlord. The captions contained in this Lease are for convenience only and shall not be deemed to limit or alter the meaning of this Lease. As used in this Lease the words tenant and landlord include the plural as well as the singular. Words used in the neuter gender include the masculine and feminine gender.

54. Prohibition Against Recording. Neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant. Either Landlord or Tenant shall have the right to record a notice of this Lease, and the other party shall execute, acknowledge and deliver to the party requesting same for recording any such notice.

55. Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant.

56. Rules and Regulations. Tenant agrees to abide by and conform to the Rules and to cause its employees, suppliers, customers and invitees to so abide and conform. Landlord shall have the right, from time to time, to modify, amend and enforce the Rules in a non-discriminatory manner, Landlord shall not be responsible to Tenant for the failure of other persons including, but not limited to, other tenants, their agents, employees and invitees to comply with the Rules.

57. Right to Lease. Landlord reserves the absolute right to effect such other tenancies in the Building or the Property as Landlord in its sole discretion shall determine, and Tenant is not relying on any representation that any specific tenant or number pf tenants will occupy the Building or the Property.

58. Intentionally Omitted.

59. Intentionally Omitted.

60. Attachments. The items listed in Section 1.21 are a part of this Lease and are incorporated herein by this reference.

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61. Costs Related to Tenant Requests. Tenant shall reimburse Landlord promptly upon request for the costs and expenses incurred by Landlord as a result of any Tenant request, including, for example, legal fees and expenses incurred to review an assignment or subletting (up to $1,000 per request) or architectural and engineering fees incurred to review a proposed alteration by Tenant.

62. Confidentiality. Tenant acknowledges and agrees that the terms of this Lease are confidential and constitute propriety information of Landlord. Disclosure of the terms hereof could adversely affect the ability of Landlord to negotiate other leases with respect to the Office Park and may impair Landlord’s relationship with other tenants of the Office Park. Tenant agrees that it and its partners, officers, directors, employees, brokers, accountants, lenders and attorneys, if any, shall not disclose the terms and conditions of this Lease to any other person or entity without the prior written consent of Landlord which may be given or withheld by Landlord, in Landlord’s sole discretion. Landlord shall have the right to seek specific performance of this provision and to seek injunctive relief to prevent any breach or continued breach hereof by Tenant.

63. Waiver Of Jury Trial. LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING AND/OR HEARING BROUGHT BY EITHER LANDLORD AGAINST TENANT OR TENANT AGAINST LANDLORD ON ANY MATTER WHATSOEVER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR REGULATION, EMERGENCY OR OTHERWISE, NOW OR HEREAFTER IN EFFECT. LANDLORD AND TENANT ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. TENANT ACKNOWLEDGES THAT IT HAS BEEN GIVEN THE OPPORTUNITY TO HAVE THIS LEASE REVIEWED BY ITS LEGAL COUNSEL PRIOR TO ITS EXECUTION. PREPARATION OF THIS LEASE BY LANDLORD OR LANDLORD’S AGENT AND SUBMISSION OF SAME TO TENANT SHALL NOT BE DEEMED AN OFFER BY LANDLORD TO LEASE THE PREMISES TO TENANT OR THE GRANT OF AN OPTION TO TENANT TO LEASE THE PREMISES. THIS LEASE SHALL BECOME BINDING UPON LANDLORD ONLY WHEN FULLY EXECUTED BY BOTH PARTIES AND WHEN LANDLORD HAS DELIVERED A FULLY EXECUTED ORIGINAL OF THIS LEASE TO TENANT.

64. Access To Premises. Tenant shall have access to the Premises 24 hours a day, 7 days per week, but such access shall always be subject to reasonable rules and regulations from time to time established for the Building by Landlord (and shall be subject to interruption due to causes beyond Landlord’s reasonable control).

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Balance of Page Intentionally Left Blank

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WITNESS the execution hereof as a sealed instrument as of the date first above written.

LANDLORD
THE REALTY ASSOCIATES FUND III
By:	Realty Associates Fund III GP Limited Partnership, its sole general partner
By:	Realty Associates Fund III, LLC, its sole general partner
By:	Realty Associates Fund III Trust, its sole general partner
By:	/s/ James P. Knowles
Name:	James P. Knowles
Title:	Regional Director
TENANT
OXiGENE, INC.
By:	/s/ Frederick W. Driscoll
Name:	Frederick W. Driscoll
Title:	President & CEO

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EXHIBIT A

PREMISES

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EXHIBIT B

VERIFICATION LETTER

                    , 200        

[Name of Contact]

[Name of Tenant]

RE: [Name of Tenant]

       [Premises Rentable Area and Floor]

Dear [Name of Contact]:

Reference is made to that certain Lease, dated as of                     , 200    , between THE REALTY ASSOCIATES FUND III, as Landlord and                         as Tenant, with respect to approximately              square feet of space on the              floor of 230 Third Avenue, Waltham, Massachusetts. In accordance with Section 3.1 of the Lease, this is to confirm that the Commencement Date of the term of such Lease occurred on                     , and that the Term of such Lease shall expire on                     , 200    . This will also confirm that any work to have been performed by Landlord to prepare the premises for Tenant’s occupancy has been performed, and that the Tenant has taken occupancy and possession of the Premises. If the foregoing is in accordance with your understanding, would you kindly execute this letter in the space provided below, and return the same to us for execution by Landlord, whereupon it will become a binding agreement between us.

Very truly yours,

By:

Name:

Title:

Accepted and Agreed:

[Name of Tenant]

By:

Name:

Title:

Date:

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EXHIBIT C

RULES AND REGULATIONS

GENERAL RULES

Tenant shall faithfully observe and comply with the following Rules and Regulations.

1. Tenant shall not alter any locks or install any new or additional locks or bolts on any doors or windows of the Premises without obtaining Landlord’s prior written consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant. Keys required by Tenant must be obtained from Landlord at a reasonable cost to be established by Landlord.

2. All doors opening to public corridors shall be kept closed at all times except for normal ingress and egress to the Premises. Tenant shall assume any and all responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed.

3. Landlord reserves the right to close and keep locked all entrance and exit doors of the Building except during the Building’s normal hours of business as defined in Section 11.4 of the Lease. Tenant, its employees and agents must be sure that the doors to the Building are securely closed and locked when leaving the Premises if it is after the normal hours of business of the Building. Tenant, its employees, agents or any other persons entering or leaving the Building at any time when it is so locked, or any time when it is considered to be after normal business hours for the Building, may be required to sign the Building register. Access to the Building or the Property may be refused unless the person seeking access has proper identification or has a previously received authorization for access to the Building or the Property. Landlord and its agents shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building or the Property of any person. In case of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right to prevent access to the Building or the Property during the continuance thereof by any means it deems appropriate for the safety and protection of life and property.

4. Landlord reserves the tight, in Landlord’s sole and absolute discretion, to close or limit access to the Building, the Property and/or the Premises, from time to time, due to the failure of utilities, due to damage to the Building, the Property and/or the Premises, to ensure the safety of persons or property or due to government order or directive, and Tenant agrees to immediately comply with any such decision by Landlord. If Landlord closes or limits access to the Building, the Property and/or the Premises for the reasons described above, Landlord’s actions shall not constitute a breach of the Lease.

5. No furniture, freight or equipment of any kind shall be brought into the Building without Landlord’s prior authorization. All moving activity into or out of the Building shall be scheduled with Landlord and done only at such time and in such manner as Landlord designates. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy property brought into the Building and also the times and manner of moving the same in and out of the Building. Safes and other heavy objects shall, if considered necessary by

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Landlord, stand on supports of such thickness as is necessary to properly distribute the weight, and Tenant shall be solely responsible for the cost of installing all supports. Landlord will not be responsible for loss of or damage to any such safe or property in any case. Any damage to any part of the Building or the Property, its contents, occupants or visitors by moving or maintaining any such safe or other property shall be the sole responsibility and expense of Tenant.

6. The requirements of Tenant will be attended to only upon application at the management office for the Building or at such office location designated by Landlord. Tenant shall not ask employees of Landlord to do anything outside their regular duties without special authorization from Landlord.

7. Tenant shall not disturb, solicit, or canvass any occupant of the Building and shall cooperate with Landlord and its agents to prevent the same. Tenant, its employees and agents shall not loiter in or on the enhances, corridors, sidewalks, lobbies, halls, stairways, elevators, or any Common Areas for the purpose of smoking tobacco products or for any other purpose, nor in any way obstruct such areas, and shall use them only as a means of ingress and egress for the Premises. Smoking shall not be permitted in the Common Areas.

8. The toilet rooms, urinals and wash bowls shall not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the tenant who, or whose employees or agents, shall have caused it.

9. Except for vending machines intended for the sole use of Tenant’s employees and invitees, no vending machine or machines other than fractional horsepower office machines shall be installed, maintained or operated upon the Premises without the written consent of Landlord. All vendors or other persons visiting the Premises shall be subject to the reasonable control of Landlord. Tenant shall not permit its vendors or other persons visiting the Premises to solicit other tenants of the Building.

10. Tenant shall not use or keep in or on the Premises or the Building any kerosene, gasoline or other inflammable or combustible fluid or material. Tenant shall not bring into or keep within the Premises or the Building any animals, birds, bicycles or other vehicles.

11. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or substance in or on the Premises, or permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors, or vibrations, or to otherwise interfere in any way with the use of the Building or the Property by other tenants.

12. No cooking shall be done or permitted on the Premises, nor shall the Premises be used for the storage of merchandise, for loading or for any improper, objectionable or immoral purposes. Notwithstanding the foregoing, Underwriters’ Laboratory approved equipment and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar beverages for employees and visitors of Tenant, provided that such use is in accordance with all applicable federal, state and city laws, codes, ordinances, rules and regulations; and provided further that such cooking does not result in odors escaping from the Premises.

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13. Landlord shall have the right to reasonably approve where and how telephone wires are to be introduced to the Premises. No boring or cutting for wires shall be allowed without the consent of Landlord. The location of telephone call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord. Tenant shall not mark, drive nails or screws, or drill into the partitions, woodwork or plaster contained in the Premises or in any way deface the Premises or any part thereof without Landlord’s prior written consent. Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or other device on the roof or exterior walls of the Building. Tenant shall not interfere with broadcasting or reception from or in the Building or elsewhere.

14. Landlord reserves the right to exclude or expel from the Property any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations.

15. Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully with Landlord to ensure the most effective operation of the Building’s heating and air conditioning system, and shall refrain from attempting to adjust any controls. Tenant shall not without the prior written consent of Landlord use any method of heating or air conditioning other than that supplied by Landlord. Tenant shall not use electric fans or space heaters in the Premises.

16. Tenant shall store all its trash and garbage within the interior of the Premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash from the Building without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made only through entry-ways and elevators provided for such purposes at such times as Landlord shall designate.

17. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

18. No awnings or other projection shall be attached to the outside walls or windows of the Building by Tenant. No curtains, blinds, shades or screens shall be attached to or hung in any window or door of the Premises without the prior written consent of Landlord. Landlord shall have the right to require tenant to use Landlord’s standard curtains or window coverings. Tenant shall not place any signs in the windows of the Premises or the Building. All electrical ceiling fixtures hung in the Premises must be fluorescent and/or of a quality, type, design and bulb color approved by Landlord. Tenant shall abide by Landlord’s regulations concerning the opening and closing of window coverings which are attached to the windows in the Premises. The skylights, windows, and doors that reflect or admit light and air into the hails, passageways or other public places in the Building shall not be covered or obstructed by Tenant, nor shall any bottles, parcels or other articles be placed on the window sills.

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19. Tenant shall not employ any person or persons other than the janitor of Landlord for the purpose of cleaning the Premises unless otherwise agreed to in writing by Landlord. Except with the prior written consent of Landlord, no person or persons other than those approved by Landlord shall be permitted to enter the Building for the purpose of cleaning same. Landlord shall in no way be responsible to Tenant for any loss of property on the Premises, however occurring, or for any damage done to the effects of Tenant or any of its employees or other persons by the janitor of Landlord. Landlord shall not be obligated to notify Tenant of the times at which the janitorial staff will enter the Premises, and Tenant hereby authorizes the janitorial staff to enter the Premises at any time, without notice. Janitor service shall include ordinary dusting and cleaning by the janitor assigned to such work and shall not include cleaning of carpets or rugs, except normal vacuuming, or moving of furniture and other special services. Window cleaning shall be done only by Landlord at reasonable intervals and as Landlord deems necessary.

20. Tenant acknowledges that the local fire department has previously required Landlord to participate in a fire and emergency preparedness program or may require Landlord and/or Tenant to participate in such a program in the future. Tenant agrees to take all actions necessary to comply with the requirements of such a program including, but not limited to, designating certain employees as “fire wardens” and requiring them to attend any necessary classes and meetings and to perform any required functions.

PARKING RULES

1. Parking areas shall be used only for parking by vehicles no longer than full size, passenger automobiles or minivans. Tenant and its employees shall park automobiles within the lines of the parking spaces.

2. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant’s employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking.

3. Parking stickers, parking cards and other identification devices shall be the property of Landlord and shall be returned to Landlord by the holder thereof upon termination of the holder’s parking privileges. Landlord may require Tenant and each of its employees to give Landlord a deposit when a parking card or other parking device is issued. Landlord shall not be obligated to return the deposit unless and until the parking card or other device is returned to Landlord. Tenant will pay such replacement charges as is reasonably established by Landlord for the loss of such devices. Loss or theft of parking identification stickers or devices from automobiles must be reported to the parking operator immediately. Any parking identification stickers or devices reported lost or stolen found on any unauthorized car will be confiscated and the illegal holder will be subject to prosecution.

4. Landlord reserves the right to relocate all or a part of parking spaces within the parking area and/or to reasonably adjacent off site locations(s), and to allocate them between compact and standard size and tandem spaces, as tong as the same complies with applicable laws, ordinances and regulations.

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5. Unless otherwise instructed, every person using the parking area is required to park and lock his own vehicle. Landlord will not be responsible for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area.

6. Validation of visitor parking, if established, will be permissible only by such method or methods as Landlord may establish at rates determined by Landlord, in Landlord’s sole discretion. Only persons visiting Tenant at the Premises shall be permitted by Tenant to use the Property’s visitor parking facilities.

7. The maintenance, washing, waxing or cleaning of vehicles in the parking structure or Common Areas is prohibited.

8. Tenant shall be responsible for seeing that all of its employees, agents and invitees comply with the applicable parking rules, regulations, laws and agreements. Parking area managers or attendants, if any, are not authorized to make or allow any exceptions to these Parking Rules and Regulations. Landlord reserves the right to terminate parking rights for any person or entity that willfully refuses to comply with these rules and regulations.

9. Every driver is required to park his own car. Where there are tandem spaces, the first car shall pull all the way to the front of the space leaving room for a second car to park behind the first car. The driver parking behind the first car must leave his key with the parking attendant. Failure to do so shall subject the driver of the second car to a Fifty Dollar ($50.00) fine. Refusal of the driver to leave his key when parking in a tandem space shall be cause for termination of the right to park in the parking facilities. The parking operator, or his employees or agents, shall be authorized to move cars that are parked in tandem should it be necessary for the operation of the garage. Tenant agrees that all responsibility for damage to cars or the theft of or from cars is assumed by the driver, and further agrees that Tenant will hold Landlord harmless for any such damages or theft.

10. Any vehicle parked by Tenant, its employees, contractors or visitors in a reserved parking space or in any area of the parking area that is not designated for the parking of such a vehicle may, at Landlord’s option, and without notice or demand, be towed away by any towing company selected by Landlord, and the cost of such towing shall be paid for by Tenant and/or the driver of said vehicle.

11. Any vehicle parked by Tenant, its employees, contractors or visitors in a reserved parking space or in any area of the parking area that is not designated for the parking of such a vehicle may, at Landlord’s option, and without notice or demand, be towed away by any towing company selected by Landlord, and the cost of such towing shall be paid for by Tenant and/or the driver of said vehicle.

12. At Landlord’s request, Tenant shall provide Landlord with a list which includes the name of each person using the parking facilities based on Tenant’s parking rights under this Lease and the license plate number of the vehicle being used by that person. Tenant shall provide Landlord with an updated list within five (5) days after any part of the list becomes inaccurate.

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Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord’s reasonable judgment may from time to time be necessary for the management, safety, care and cleanliness of the Property, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Property. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises.

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EXHIBIT D

WORK LETTER AGREEMENT

(Build-to-Suit With Space Plan Attached Before Execution of Lease)

This Work Letter Agreement (“Agreement”), dated for reference purposes only July         , 2003, is entered into by and between THE REALTY ASSOCIATES FUND III, L.P. (“Landlord”) and OXiGENE, INC. (“Tenant”). Concurrently with the execution of this Agreement, Landlord and Tenant have entered into an Office Lease of even date herewith (the “Lease”) covering certain premises (the “Premises”) more particularly described in Exhibit “A” attached to the Lease. In consideration of the mutual covenants hereinafter contained, Landlord and Tenant hereby agree:

A. Landlord’s work to the Premise shall be limited to the buildout of the Premises as per the attached Space Plan defined below, utilizing building standard materials.

1. Tenant Improvement Coordinator. Within three (3) days after this Agreement is executed by Landlord and Tenant, Landlord and Tenant shall each designate in writing the name of one person who shall be that party’s tenant improvement representative. All communication concerning the tenant improvements shall be directed to the appropriate party’s tenant improvement representative. Tenant shall not have the right or authority to instruct Landlord’s contractor to take any action. Any action Tenant desires Landlord’s contractor to take shall be communicated by Tenant to Landlord’s tenant improvement representative, and Landlord’s tenant improvement representative shall give the necessary instructions to the contractor.

2. Plans und Specifications.

2.1. Space Plan. Attached hereto as Exhibit 1 and incorporated herein by this reference is a space plan which has been approved by Landlord and Tenant (the “Space Plan”). The Space Plan describes the improvements (the “Improvements”) which will be made to the Premises by Landlord. Except as set forth in the Space Plan, Landlord shall not be obligated to make any other improvements to the Premises. Subject to the requirements of section 4 below, and subject to applicable provisions of the Lease (including without limitation those provisions describing Tenant’s Delays), Tenant shall have the right to request changes to the Space Plan. In the event Tenant requests a change to the Space Plan, Tenant shall pay any increased costs which result from the change requested by Tenant and any delay in the completion of the Improvements caused by such changes shall constitute a Tenant Delay (as defined below). In the event that Tenant requests a change to the Space Plan and said change is approved by Landlord, Landlord shall not be obligated to make the change unless and until the amount of any increased costs resulting from the change has been paid by Tenant to Landlord. Landlord shall have the right to decline Tenant’s request for a change in the Space Plan if the change is inconsistent with section 3 or 4 or if such change would, in Landlord’s sole opinion, delay construction of the Improvements.

2.2. Plans. Based on the approved Space Plan, Landlord shall cause to be prepared detailed plans and working drawings (the “Plans”) if and as necessary to obtain a building permit for the construction of the Improvements. The Plans shall be consistent with the Space Plan and

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shall incorporate Landlord’s current building standard specifications (the “Standards”). Tenant acknowledges that the Space Plan may not comply in every respect with applicable codes and government regulations and that the Plans may require deviations from the Space Plan in order for Landlord to obtain a building permit. Although Tenant will not have the right to approve or disapprove such deviations, Landlord will advise Tenant of the nature of such deviations. The Commencement Date (as defined in the Lease) shall be extended for any delays in obtaining a building permit resulting from the insufficiency of the Space Plan or the Plans or any delays resulting from changes in the Plans required by the applicable governmental regulatory agency reviewing the Plans. As provided above, Tenant hereby acknowledges and agrees that Landlord shall have the right to prepare the Plans in a way that complies with applicable governmental laws and regulations, even if the Plans deviate from the general specifications of the Space Plan. Tenant acknowledges that it will be responsible for paying the cost of making modifications to the Plans and obtaining required governmental approvals and building permits if said costs result from changes requested by Tenant.

2.3 Tenants’ Costs. Notwithstanding anything to the contrary contained in this Agreement, if the Space Plan specifically provides that any item set forth on the Space Plan sha1l be paid for by Tenant, the cost of said item shall be paid by Tenant to Landlord before Landlord’s contractor commences construction of the Improvements.

3. Specifications for Building Standard Improvements. Specifications and details for the Standards are available in the office of the Building. Except an specified in section 4 below, the Space Plan and Plans shall be consistent with the Standards, and no deviations shall be permitted from the Standards without Landlord’s consent as set forth in section 4 below.

4. Grounds for Disapproval. Tenant may request deviations from the Standards provided that the deviations (“Non-Standards”) shall not be of lesser quality than the Standards. Landlord shall not be required to approve any item of the Space Plan, the Plans or the Non-Standards that (a) does not conform to applicable governmental regulations or is disapproved by any governmental agency; (b) requires building services (including electrical power) beyond the level normally provided to other tenants in the Building; or (c) overloads the floors. If Landlord approves any Non-Standards, Tenant shall pay, at its sole cost, any increased costs resulting from the use of a Non-Standard.

5. Construction of Improvements.

5.1. Construction. Promptly upon the receipt of a building permit, Landlord shall instruct its contractor to commence construction of the Improvements.

5.2. Completion. Landlord shall endeavor to cause the contractor to substantially complete construction of the Improvements in a diligent manner, but except as may be otherwise expressly provided in the Lease, Landlord shall not be liable for any loss or damage as a result of delays in construction or delivery of possession of the Premises.

5.3. Commencement Date, The Commencement Date under the Lease shall be governed by section 3 of the Lease. However, if there shall be a Tenant’s Delay (as defined in the Lease), then the provisions of Section 3.4 shall apply.

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6. Incorporation. This Agreement is and shall be incorporated by reference in the Lease, and all of the terms and conditions of the Lease are and shall be incorporated herein by this reference. Capitalized terms included in this Agreement shall have the same meaning as capitalized terms included in the Lease.

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EXHIBIT I

SPACE PLAN

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EX-10.2

Exhibit 10.2

SUBLEASE

Schwartz Communications, Inc., a Massachusetts corporation, with a place of business at 230 Third Avenue, Waltham, Massachusetts 02451 (“Sublessor”), and Oxigene, Inc., a Delaware corporation, with a place of business at 230 Third Avenue, Waltham, Massachusetts 02451 (“Sublessee”), make this Sublease as of March 16, 2004.

Preliminary Statement

Sublessor is tenant under a Lease dated August 1, 1996 by and between Sublessor and Prospect Hill Executive Office Park (“Original Lessor”), a Massachusetts limited partnership, as landlord, as amended by (i) First Amendment of Lease dated as of November 7, 1997 by and between Sublessor and Original Lessor (“First Amendment”), (ii) Second Amendment of Lease dated as of May 21, 1998 by and between Sublessor and The Realty Fund III, L.P., a Delaware limited partnership (“Lessor”), as successor in interest to Original Lessor (“Second Amendment”), (iii) Third Amendment of Lease dated as of December 15, 1998 by and between the Sublessor and Lessor (“Third Amendment”), (iv) Fourth Amendment of Lease dated as of September 28, 1999 by and between the Sublessor and Lessor (“Fourth Amendment”), and (v) Fifth Amendment of Lease by and between Sublessor and Lessor (“Fifth Amendment”) (the First Amendment, Second Amendment, Third Amendment, Fourth Amendment and Fifth Amendment shall be collectively referred to herein as the “Amendments”; said Lease, as so amended by the Amendments shall be referred to herein as the “Lease” and is attached hereto as Exhibit A), with respect to premises (the “Premises”) consisting of approximately 50,202 rentable square feet on the first, fourth and fifth floors of the building commonly known as 230 Third Avenue, Waltham, Massachusetts (the “Building”), as more particularly described in the Lease. Capitalized terms used but not defined in this Sublease shall have the meaning ascribed to such terms in the Lease.

Sublessor desires to sublet to Sublessee, and Sublessee desires to accept from Sublessor, a portion of the Premises consisting of approximately 3,300 rentable square feet (“Total Rentable Area of Subleased Premises”) on the fifth floor of the Building and shown on Exhibit B attached to this Sublease (the “Subleased Premises”), on the terms and conditions set forth in this Sublease. The Subleased Premises are fully demised from the Premises.

Agreement

In consideration of the mutual covenants of this Sublease and other valuable consideration, the receipt and sufficiency of which Sublessee and Sublessor hereby acknowledge, Sublessor and Sublessee agree as follows:

1. Subleased Premises. Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, the Subleased Premises subject to the terms and conditions of this Sublease. To the extent Sublessor has rights to the same under the Lease, Sublessee shall have, as appurtenant to the Subleased Premises, rights to use in common with others entitled thereto, Common Property and any common areas of the Building and the Property. Sublessor shall deliver the Subleased Premises to Sublessee on the Commencement Date (as hereinafter defined) in such “AS IS, WHERE IS” condition as exists on the date delivered to Sublessee, free of all occupants other than Sublessee. Upon acceptance of possession of the Subleased Premises by

Sublessee in accordance with the terms hereof, Sublessee shall conclusively be deemed to have accepted the Subleased Premises in the condition delivered and to have acknowledged that the same are in good condition and satisfactory to Sublessee in all respects and Sublessor has no obligation to make any improvements to such portion of the Sublease Premises. Sublessee acknowledges that Sublessor has made no representations or warranties concerning the Subleased Premises or the Building or their fitness for Sublessee’s purposes, except as expressly set forth in this Sublease.

2. Term. The term of this Sublease (the “Sublease Term”) shall commence one day after the date on which Sublessor and Sublessee receive the consent of the Lessor in accordance with Paragraph 18 of this Sublease (the “Commencement Date”) and shall terminate on September 30, 2005 (the “Termination Date”), or such sooner date upon which the Sublease Term may expire or terminate under this Sublease or pursuant to law. Promptly following the final determination of the Commencement Date and upon request of Sublessor, Sublessor and Sublessee shall jointly execute a written declaration specifying the actual Commencement Date.

3. Use. Sublessee shall use and occupy the Subleased Premises only for the use permitted under the Lease (the “Permitted Uses”). Sublessee shall also comply with all laws governing or affecting Sublessee’s use of the Subleased Premises, and Sublessee acknowledges that Sublessor has made no representations or warranties concerning whether the Permitted Uses comply with such laws.

4. Monthly Base Rent. Commencing on the date that is thirty (30) days following the Commencement Date (the “Rent Commencement Date”), Sublessee shall pay to Sublessor rent at an annual rate of $52,800.00 (“Base Rent”), in equal monthly installments of $ 4,400.00 (“Monthly Rent Payments”), on the first day of each calendar month during the Sublease Term. If the Rent Commencement Date occurs on any day other than the first day of a calendar month, the Monthly Rent Payment for such partial month shall be prorated at the rate of 1/30 of the Monthly Rent Payment for each day in such partial month occurring after the Rent Commencement Date. The Base Rent shall be paid to Sublessor at its offices located at 230 Third Avenue, Waltham, Massachusetts 02451, or such other place as Sublessor may designate in writing, in lawful money of the United States of America, without demand, deduction, offset or abatement. The first full Monthly Rent Payment shall be delivered to Sublessor by Sublessee upon execution of this Sublease by Sublessee and shall be applied by Sublessor on account of Sublessee’s first Monthly Rent Payment due hereunder. If the first month of the Sublease Term is a partial month, then any remaining portion of the full Monthly Rent Payment deposited with Sublessor on execution hereof shall be applied to the next payment due and Sublessee’s second Monthly Rent Payment shall be appropriately credited, All sums due under this Sublease other than Base Rent shall be deemed “Additional Rent”.

5. Operating Costs and Taxes: Electricity. Sublessee shall have no obligation to pay any increases in Taxes (“Tax Excess”) or Operating Costs (“Operating Cost Excess”) during the term of this Sublease. Sublessee shall pay Sublessor, as additional rent, an annual electricity charge in the amount of $1.25 per rentable square foot (“Electricity Charge”). The Electricity Charge of shall be payable in monthly installments of $343.75 and shall be due and payable with Sublessee’s Monthly Rent Payment. If the Rent Commencement Date occurs on any day other than the first day of a calendar month, the monthly Electricity Charge for such partial month

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shall be prorated at the rate of 1/30 of the monthly Electricity Charge for each day in such partial month occurring after the Rent Commencement Date. At Sublessor’s option, and at any point during the Sublease Term, Sublessor may elect to separately meter the consumption of electricity at the Subleased Premises at Sublessor’s cost and expense. In the event the Subleased Premises does become separately metered during the Sublease Term, Sublessee shall pay for all electricity consumed within the Subleased Premises during the Sublease Term. Sublessee’s obligations hereunder shall survive the expiration or earlier termination of this Sublease as provided under the Lease.

6. Security Deposit. Upon execution of this Sublease, Sublessee shall pay to Sublessor the sum of $4,400.00 (the “Security Deposit”) as security for the full and timely payment and performance of Sublessee’s obligations under this Sublease. If Sublessee fails to pay or perform in a full and timely manner any of its obligations under this Sublease, Sublessor after providing Sublessee with a written notice to such effect and a period of 14 days to cure, may apply all or any portion of the Security Deposit toward curing any such failure and compensating Sublessor for any expenses arising from such failure. If Sublessor so applies any portion of the Security Deposit, Sublessee shall immediately pay to Sublessor the amount necessary to restore the Security Deposit to its original amount, and failure to do so shall automatically be deemed an event of default without the need for additional notice and/or cure periods. Sublessor may commingle the Security Deposit with Sublessor’s funds and shall not be obligated to pay interest on the Security Deposit to Sublessee. At the end of the Sublease Term, the Security Deposit (or any balance thereof after Sublessor has applied all or any portion of the Security Deposit to which Sublessor is entitled) shall be returned by the Sublessor to the Sublessee within no later than thirty (30) days from the termination date or such later date as Sublessee delivers the Subleased Premises in the manner and the condition required hereunder. If Sublessor assigns its interest in this Sublease and transfers the Security Deposit (or any balance thereof) to its assignee and such assignee acknowledges in writing to Sublessee that it is holding such Security Deposit (or any balance thereof) under the terms of this Sublease, Sublessee shall look only to such assignee for the application and return of the Security Deposit.

7. Subordination to Lease.

(a) This Sublease is subject and subordinate to the terms and conditions of the Lease and Sublessor does not purport to convey, and Sublessee does not hereby take, any greater rights in the Subleased Premises than those accorded to or taken by Sublessor as tenant under the Lease. Sublessee shall not cause a default under the Lease or permit its employees, agents, contractors or invitees to cause a default under the Lease. If the Lease terminates before the end of the Sublease Term, Sublessor shall not be liable to Sublessee for any damages arising out of such termination, except if the Lease terminates due to a default by Sublessor under the Lease (which is not caused, in whole or in part, by Sublessee’s default), Sublessor shall be liable to Sublessee only for direct damages arising out of such termination.

(b) Except as otherwise specified in this Sublease, all of the terms and conditions of the Lease are incorporated as a part of this Sublease, but all references in the Lease to “Landlord”, “Tenant”, “Tenant’s Address”, “Leased Premises”, “Lease”, “Term or Term of Lease”, “Minimum Annual Rent”, “Minimum Monthly Rent Installments”, “Commencement Date”, “Broker”, “Total Rentable Area of Leased Premises”, “Termination Date”, “Tenant’s

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Parking Spaces”, and “Security Deposit” shall be deemed to refer, respectively, to Sublessor, Sublessee, Sublessee’s Address, Subleased Premises, Sublease, Sublease Term, Base Rent, Monthly Rent Payments, Commencement Date, Broker, Total Rentable Area of Subleased Premises, Termination Date, Sublessee’s Parking Spaces, and Security Deposit, as defined in this Sublease. Provided however, that in the event of a conflict or ambiguity between the provisions of the Lease and the provisions of this Sublease, the provisions of this Sublease shall govern and control. To the extent incorporated into this Sublease, Sublessee shall perform the obligations of the Sublessor, as tenant under the Lease. Notwithstanding any other provision of this Sublease, Sublessor, as sublandlord under this Sublease, shall have the benefit of all rights, remedies and limitations of liability enjoyed by Lessor, as the landlord under the Lease, but (i) Sublessor shall have no obligations under this Sublease to perform the obligations of Lessor, as landlord under the Lease, including, without limitation, any obligation to provide services, perform maintenance or repairs, or maintain insurance, and Sublessee shall seek such performance and obtain such services solely from the Lessor; (ii) Sublessor shall not be bound by any representations or warranties of the Lessor under the Lease; (iii) in any instance where the consent of Lessor is required under the terms of the Lease, the consent of Sublessor (not to be unreasonably withheld) and Lessor shall be required; and (iv) Sublessor shall not be liable to Sublessee for any failure or delay in Lessor’s performance of its obligations, as landlord under the Lease, nor shall Sublessee be entitled to terminate this Sublease or abate the Base Rent due hereunder. Sublessor agrees, however, that in the event that Landlord shall fail to provide the services or perform the obligations to be provided or performed by it pursuant to the terms of the Lease, Sublessor shall, upon written notice from Sublessee, make such demand upon Landlord as Sublandlord is entitled to make pursuant to the terms of the Lease, and shall otherwise reasonably cooperate with Sublessee including bringing legal action (provided such cooperation shall not require the expenditure of funds) to enforce Landlord’s obligations, provided that Sublessee holds Sublessor harmless from and against any loss, cost, damages or liability on account thereof.

(c) Notwithstanding any contrary provision of this Sublease, the following terms and conditions of the Lease are not incorporated as provisions of this Sublease:

Sections 1, 2(A), 3, 4(A), 5, 6, 8(A)(5)(a) and (c) and 9(P); the last sentence of Section 11(A); Section 17; the last sentence of Section 18: Sections 22, 23 and 26; all the Exhibits except Exhibits C and F; and the Amendments, except paragraph 11, of the Fifth Amendment.

(d) Notwithstanding any contrary provision of this Sublease, (i) in any instances where Lessor, as landlord under the Lease, has a certain period of time in which to notify Sublessor, as tenant under the Lease, whether Lessor will or will not take some action, Sublessor, as landlord under this Sublease, shall have an additional two-day period after receiving such notice in which to notify Sublessee, (ii) in any instance where Sublessor, as tenant under the Lease, has a certain period of time in which to notify Lessor, as landlord under the Lease, whether Sublessor will or will not take some action, Sublessee, as tenant under this Sublease, must notify Sublessor, as landlord under this Sublease, at least two business days before the end of such period, but in no event shall Sublessee have a period of less than two days in which so to notify Sublessor unless the period under the Lease is two days or less, in which case the period under this Sublease shall be one day less than the period provided to Sublessor under the Lease, and (iii) in any instance where a specific grace period is granted to Sublessor, as tenant under the

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Lease, before Sublessor is considered in default under the Lease, Sublessee, as tenant under this Sublease, shall be deemed to have a grace period which is three days less than Sublessor before Sublessee is considered in default under this Sublease, but in no event shall any grace period be reduced to less than two days unless the period under the Lease is two days or less, in which case the period under this Sublease shall be one day less than the period provided to Sublessor under the Lease.

(e) Sublessor agrees to request, upon notice thereof from Sublessee, any necessary consent of or performance by Landlord. Subtenant shall reimburse Sublessor for any reasonable costs incurred in connection with Sublessor’s request.

(f) Sublessor shall not relocate Sublessee to substitute premises unless such relocation is the result of Landlord’s exercising its right under paragraph 11 of the Fifth Amendment to Lease and Landlord is seeking to relocate Sublessor, as Tenant under the Lease, from the Subleased Premises to substitute space.

8. Insurance. (a) During the Sublease Term, Sublessee shall maintain insurance of such types, in such policies, with such endorsements and coverages, and in such amounts as are set forth in Section 9(H) of the Lease. All insurance policies shall name Lessor and Sublessor as additional insureds and loss payees and shall contain an endorsement that such policies may not be modified or canceled without 30 days prior written notice to Lessor and Sublessor. Sublessee shall promptly pay all insurance premiums and shall provide Sublessor with policies or certificates evidencing such insurance prior to entering the Subleased Premises. (b) Insofar as, and to the extent that, the following provision shall not make it impossible to secure insurance coverage obtainable from responsible insurance companies doing business in the locality in which the Property is located (even though extra premium may result therefrom), Sublessor and Sublessee: (i) mutually agree that, with respect to any damage to property, the loss from which is covered by insurance then being carried by them, respectively, the one carrying such insurance and suffering such loss releases the other of and from, and forever waives, any and all claims with respect to such loss, but only to the extent of the limits of insurance carried with respect thereto, less the amount of any deductible; and (ii) mutually agree that any property damage insurance carried by either shall provide for the waiver by the insurance carrier of any right of subrogation against the other.

9. Indemnification/Default by Sublessee. Sublessee agrees to protect, defend, indemnify and hold Sublessor harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, (other than those arising solely from any negligence or willful misconduct of Sublessor or its agents or employees in or about Subleased Premises), arising or resulting from: (i) the conduct or management of or from any work or thing whatsoever done in or about the Subleased Premises during the Sublease Term or any period which Sublessee may occupy the same; (ii) any condition arising, and any injury to or death of persons, damage to property or other event occurring or resulting from an occurrence in or about the Subleased Premises during the term hereof; (iii) any breach or default on the part of Sublessee in the performance of any covenant or agreement on the part of Sublessee to be performed pursuant to the terms of this Sublease or (iv) from any negligent act, omission or willful misconduct on the part of Sublessee or any or its agents, employees, licensees, invitees or assignees which are related to the Sublease hereunder. Sublessee further agrees to protect,

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defend, indemnify and hold Sublessor harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, incurred in connection with any such indemnified claim or any action or proceeding brought in connection therewith. In the event of a default by Sublessee in the full and timely performance of its obligations under the Sublease, including, without limitation, its obligation to pay Base Rent, Sublessor shall have all of the rights and remedies available to “Landlord” under the Lease as though Sublessor were “Landlord” and Sublessee were “Tenant”, including without limitation the rights and remedies set forth in Sections 13, 14, 15 and 16 of the Lease.

10. Alterations. Notwithstanding any provisions of the Lease incorporated herein to the contrary, Sublessee shall not make any alterations, improvements or installations in the Subleased Premises without in each instance obtaining the prior written consent of both Lessor, which shall be granted or withheld in accordance with the Lease, and Sublessor, which shall not be unreasonably withheld. If Sublessor and Lessor consent to any such alterations, improvements or installations, Sublessee shall perform and complete such alterations, improvements and installations at its expenses, in compliance with applicable laws and in compliance with Section 9(C) of the Lease and other applicable provisions of the Lease. If Sublessee performs any alterations, improvements or installations without obtaining the prior written consent of both Lessor and Sublessor, Sublessor may remove such alterations, improvements or installations, restore the Subleased Premises and repair any damage arising from such a removal or restoration, and Sublessee shall be liable to Sublessor for all costs and expenses incurred by Sublessor in the performance of such removal, repairs or restoration.

11. Brokers. Sublessor and Sublessee each represent and warrant to the other that it has not dealt with any broker other than Grubb & Ellis Company and CB Richard Ellis/Whittier Partners (collectively, the “Broker”) in connection with the consummation of this Sublease. Sublessor and Sublessee each shall indemnify and hold harmless the other against any loss, damage, claims or liabilities arising out of the failure of its representation or the breach of its warranty set forth in the previous sentence. Sublessor shall be solely responsible for the payment of any brokerage or other commission or payment due to the Broker.

12. Notices. All notices and demands under this Sublease shall be in writing and shall be effective (except for notices to Lessor which shall be given in accordance with Section 22 of the Lease) upon the earlier of (i) receipt at the address set forth below by the party being served, or (ii) two days after being sent to address set forth below by United States certified mail, return receipt requested, postage prepaid, or (iii) one day after being sent to address set forth below by a nationally recognized overnight delivery service that provides tracking and proof of receipt. A notice given on behalf of a party hereto by its attorney shall be deemed a notice from such party.

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If to Lessor:	As required under the Lease.
If to Sublessor:	At the address set forth in the opening paragraph of this Sublease,
	Attention: Ms. Joni Herson
With a copy to:	Testa, Hurwitz & Thibeault
	High Street Tower, 125 High Street
	Boston Massachusetts 02110
	Attention: Real Estate Department
If to Sublessee:	At the address set forth in the opening paragraph of this Sublease,
	Attention: James Murphy (“Sublessee’ s Address”)
With a copy to:	Mintz Levin
	One Financial Center
	Boston, MA 02111
	Attention: Jeffrey M. Wiesen, Esq.

Either party may change its address for notices and demands under this Lease by notice to the other party.

13. Parking. Sublessee shall have the exclusive use of 10 of Sublessor’s unreserved, unassigned parking spaces (“Sublessee’s Parking Spaces”) throughout the Sublease Term, subject to the terms and conditions of the Lease.

14. Signage. Subject to the terms and conditions of the Lease and Lessor consent thereto, and at the sole cost and expense of Sublessee, Sublessee shall have the right to Sublessee’s Share of all signage available to Sublessor as tenant under the Lease.

15. Furniture. At no additional charge to Sublessee, and at Sublessee’s sole risk, Sublessee shall be permitted to use some or all of the furniture which has been shown to the Sublessee and which remains in the Subleased Premises on the Commencement Date (the “Furniture”) during the Sublease Term. Within ten (10) days of the Commencement Date, Sublessee shall provide Sublessor with a written list as to what Furniture Sublessee desires to utilize during the Sublease Term (the “Furniture List”). Sublessor shall thereafter promptly remove any Furniture within the Subleased Premises not identified on the Furniture List. Sublessee accepts the Furniture in its “AS-IS” “WHERE IS” condition, WITH ALL FAULTS, IF ANY, and Sublessor makes no representations or warranties regarding the Furniture, direct or indirect, oral or written, express or implied, as to the merchantability, condition or fitness for a particular purpose or any other warranty of any kind, all of which representations and warranties are expressly hereby disclaimed and denied.

16. Entire Agreement. This Sublease contains all of the agreements, conditions, warranties and representations relating to the sublease of the Subleased Premises and may be amended or modified only by written instruments executed by both Sublessor and Sublessee.

17. Authority. Sublessor and Sublessee each represent and warrant to the other that the individual(s) executing and delivering this Sublease on its behalf is/are duly authorized to do so

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and that this Sublease is binding on Sublessee and Sublessor in accordance with its terms. Simultaneously with the execution of this Sublease, Sublessee shall deliver evidence of such authority to Sublessor in a form reasonably satisfactory to Sublessor.

18. Condition Precedent. This Sublease, and the rights and obligations of Sublessor and Sublessee under this Sublease (other than those obligations which arise hereunder prior to the Commencement Date), are subject to the condition that Lessor consent to the subleasing of the Subleased Premises to the extent required under the Lease, and this Sublease shall be effective only upon the receipt by Sublessor of such consent. Sublessee agrees to join such consent if so requested by Lessor in the form requested by Lessor, but Sublessee shall not be responsible for the payment of any fees in connection with such request. In the event such consent is not received by April 1, 2004, either Sublessor or Sublessee shall have the right to rescind its execution of this Sublease by written notice to the other party, and upon exercise of such right, this Sublease shall be void and the installment of Base Rent and the Security Deposit which are paid on Sublessee’s execution of this Sublease shall be immediately returned to Sublessee.

19. Holdover. Upon the expiration of the Sublease Term or earlier termination of this Sublease, Sublessee covenants to quit and surrender to Sublessor the Subleased Premises, broom clean, in such order and condition as is required under the Lease at the expiration of the Lease term, ordinary wear and tear and damage by fire or other casualty excepted, and at Sublessee’s expense, to remove all property of Sublessee. Any property not so removed shall be deemed to have been abandoned by Sublessee and may be retained or disposed of at Sublessee’s expense by Sublessor, as Sublessor shall desire. If Sublessee or any of its property remains on the Sublease Premises beyond the expiration or earlier termination of this Sublease, such holding over shall not be deemed to create any tenancy at will, but the Sublessee shall be a tenant at sufferance only and shall pay rent at a daily rate equal to one and one-half times the Rent due under the Sublease, and other charges due thereunder and shall, in addition, perform and observe all other obligations and conditions to be performed or observed by Sublessee hereunder. In addition, Sublessee shall indemnify and hold harmless Sublessor from and against any and all liability, loss, cost, damage and expenses suffered or incurred by Sublessor arising out of or resulting from any failure on the part of Sublessee to yield up the Subleased Premises when and as required under this Sublease. The foregoing shall survive the expiration or early termination of this Sublease.

20. Counterparts. This Sublease may be executed in one or more counterparts, each of which shall be deemed an original and all of such counterparts shall constitute one and the same instrument. A facsimile transmission of a signed counterpart of this Sublease shall be sufficient to bind the party or parties whose signature(s) appear on them.

21. Not an Offer. The submission of an unsigned copy of this Sublease to Sublessee for Sublessee’s consideration does not constitute an offer to sublease the Subleased Premises. This Sublease shall become binding only upon the execution and delivery of this Sublease by Sublessor and Sublessee, subject to Paragraph 18 above.

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22. Sublessor’s Representations and Warranties. Sublessor represents to Sublessee that the following are true and correct as of the date hereof:

(i) except as indicated herein, the Lease is unmodified, and Sublessor’s leasehold estate with respect to the Subleased Premises has not been assigned, mortgaged, pledged, encumbered, or otherwise transferred or sublet, in whole or in part;

(ii) the Lease evidences the written agreement with respect to the Subleased Premises between Sublessor and Landlord and the copy thereof provided to Sublessee is true, accurate and complete;

(iii) all rent and additional rent billed to date and payable by Sublessor under the Lease has been paid;

(iv) Sublessor has received no written notice from Landlord of default by Sublessor under the Lease which remains uncured;

(v) Sublessor and, to Sublessor’s knowledge, Landlord are not in default under the Lease; and

(vi) the current Termination Date under the Lease is September 30, 2005.

23. Covenant of Quiet Enjoyment. Sublessee, subject to the terms and provisions of this Sublease, on payment of the Monthly Rent or Additional Rent, and subject to observing, keeping and performing all of the other terms and provisions of this Sublease on Sublessee’s part to be observed, kept and performed, shall lawfully, peaceably and quietly have, hold, occupy and enjoy the Subleased Premises during the term hereof, without hindrance or ejection by any persons lawfully claiming under Sublessor to have title to the Subleased Premises superior to Sublessee; the foregoing covenant of quiet enjoyment is in lieu of any other covenant, express or implied. Provided Sublessee is not in default under this Sublease, Sublessor shall not amend or modify the Lease in a manner that adversely affects Sublessee’s rights hereunder.

24. Indemnification by Sublessor. Sublessor shall indemnify, defend and hold harmless Sublessee, Landlord and their respective partners, agents, employees, mortgagees or contractors from and against any and all claims, actions, liabilities, losses, damages, costs and expenses (including, but not limited to, court costs and reasonable attorneys’ fees and disbursements) arising from or in connection with the Sublandlord’s conduct at the Subleased Premises or any condition created in or about the Subleased Premises during the Term, or any alleged act, omission or negligence by Sublessor or its partners, employees, agents or contractors, or any accident, injury or damage whatever occurring in, at, or upon the Subleased Premises or any breach or default by Sublessor in the full performance of Sublessor’s obligations under this Sublease.

25. Surrender of Subleased Premises. Upon the Termination Date or earlier termination of the Sublease Term, Sublessee shall peaceably quit and surrender to Sublessor the Subleased Premises in neat and clean condition and in good order, condition and repair, excepting ordinary wear and tear and damage by fire or other casualty. Sublessee shall remove all of Subtenant’s property on or before the Termination Date. Sublessee shall not be responsible for the removal of any Furniture from the Subleased Premises.

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IN WITNESS WHEREOF, Sublessor and Sublessee execute this Sublease as of the date first written above.

OXIGENE, INC.		SCHWARTZ
		COMMUNICATIONS, INC.
By:	/s/ Frederick W. Driscoll	By:	/s/ Steven Schwartz
Name:	Frederick W. Driscoll	Name:	Steven Schwartz
Title:	President & CEO	Title:	President

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EX-31.1

Exhibit 31.1

I, Frederick W. Driscoll, certify that:

1. I have reviewed this quarterly report on Form 10-Q of OXiGENE, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that was materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weakness in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: July 30, 2004	By:	/s/ Frederick W. Driscoll
		Frederick W. Driscoll President and Chief Executive Officer

EX-31.2

Exhibit 31.2

I, James B. Murphy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of OXiGENE, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that was materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weakness in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: July 30, 2004	By:	/s/ James B. Murphy
		James B. Murphy Vice President and Chief Financial Officer and Chief Accounting Officer

EX-32.1

Exhibit 32.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of OXiGENE, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the six months ended June 30, 2004 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 30, 2004	By:	/s/ Frederick W. Driscoll
		Frederick W. Driscoll Chief Executive Office
Date: July 30, 2004	By:	/s/ James B. Murphy
		James B. Murphy Chief Accounting Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.