OFFICE LEASE THE HERITAGE ON THE GARDEN BOSTON, MASSACHUSETTS

ARTICLE

SECTION

CAPTION

PAGE

I.

Basic Lease Provisions

1

1.1

Introduction

1

1.2

Basic Data

1

II.

Description of Premises and
Appurtenant Rights; Term

3

2.1

Location of Premises; Term

3

2.2

Appurtenant Rights and Reservations

4

III.

Rent

4

3.1

Fixed Rent

4

IV.

Use of Premises

5

4.1

Permitted Use

5

4.2

Alterations

6

V.

Assignment and Subletting

7

5.1

Prohibition

7

VI.

Delivery of Premises and Responsibility for Repairs and Condition of Premises

10

6.1

Delivery of Possession of Premises

10

6.2

Plans and Specifications

11

6.3

Preparation of Premises

11

6.4

Repairs to be Made by Landlord

12

6.5

Tenant's Agreement

13

6.6

Floor Load - Heavy Machinery

13

VII.

Services to be Furnished by Landlord and Utility Charges

14

7.1

Landlord's Services

14

7.2

Payment of Utility Charges

14

7.3

Energy Conservation

15

VIII.

Real Estate Taxes and Other Expenses

15

8.1

Tenant's Share of Real Estate Taxes

15

8.2

Tenant's Share of Operating Expenses

18

IX.

Indemnity and Public Liability Insurance

22

9.1

Tenant's Indemnity

22

9.2

Public Liability Insurance

22

9.3

Tenant's Risk

23

9.4

Injury Caused by Third Parties

23

X.

Landlord's Access to Premises

24

10.1

Landlord's Right of Access

24

10.2

Exhibition of Space to Prospective Tenants

24

XI.

Fire, Eminent Domain, Etc.

24

11.1

Damage

24

11.2

Substantial Damage

24

11.3

Rent Abatement

25

11.4

Damage to Commercial Unit

25

11.5

Definition of Substantial Damage

26

11.6

Taking

26

11.7

Rent Abatement

26

11.8

Award

27

XII.

▇▇▇▇▇▇▇▇'s Remedies

27

12.1

Events of Default

27

12.2

Remedies

28

12.3

Landlord's Default

30

XIII.

Miscellaneous Provisions

31

13.1

Extra Hazardous Use

31

13.2

Waiver

31

13.3

Covenant of Quiet Enjoyment

31

13.4

Notice to Mortgagee and Ground Lessor

32

13.5

Assignment of Rents

32

13.6

Mechanics' Liens

33

13.7

No Brokerage

33

13.8

Invalidity of Particular Provisions

33

13.9

Provisions Binding, Etc.

33

13.10

Recording

34

13.11

Notices

34

13.12

When Lease Becomes Binding

34

13.13

Paragraph Headings

35

13.14

Rights of Mortgagee

35

13.15

Status Report

35

13.16

Security Deposit; ▇▇▇▇▇▇'s Financial Condition

36

13.17

Additional Remedies of Landlord

37

13.18

Holding Over

37

13.19

Non-Subrogation

37

13.20

[INTENTIONALLY DELETED]

37

13.21

Governing Law

37

13.22

Definition of Additional Rent

38

13.23

Landlord's Fees and Expenses

38

XIV.

Parking

38

14.1

Parking Rights

38

EXHIBITS

A

Plan Showing Tenant's Space

A-1

B

Description of Lot

B-1

C

Landlord's Work

C-1

D

Landlord's Services

D-1

F

Address for Payments

F-1

1.1

INTRODUCTION.  As further supplemented in the balance of this instrument and its Exhibits, the following sets forth the basic terms of this Lease and, where appropriate, constitutes definitions of certain terms used in this Lease.

1.2

BASIC DATA.

Date:

April 24, 2015

Landlord:

TDC Heritage LLC; a Delaware limited liability company

Present Mailing Address

c/o The ▇▇▇▇▇▇ Company, Ltd.

of Landlord:

▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Tenant:

Paratek Pharma, LLC.

Present Mailing Address
of Tenant:

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Lease Term or Term:

Forty-Eight (48) calendar months (plus the partial month, if any, immediately following the Rent Commencement Date as defined Section 2.1(b)).

Anticipated Delivery Date:

June 30, 2015

Rent Commencement

Date:

Sixty (60) days after the Commencement Date.

Fixed Rent:

For and with respect to the first twelve (12) calendar months, plus the partial month, if any, immediately following the Rent Commencement Date at the rate of $421,408.00 per annum, payable at the rate of $35,117.33 per calendar month and proportionately at such monthly rate for any partial month.

For and with respect to the next twelve (12) calendar months of the term of this lease at the rate of $429,512.00 per annum, payable at the rate of $35,792.67 per calendar month and proportionately at such monthly rate for any partial month.

For and with respect to the next twelve (12) calendar months of the term of this lease at the rate of $437,616.00 per annum, payable at the rate of $36,468.00 per calendar month and proportionately at such monthly rate for any partial month.

For and with respect to the next twelve (12) calendar months of the term of this lease at the rate of $445,720.00 per annum, payable at the rate of $37,143.33 per calendar month and proportionately at such monthly rate for any partial month.

Use:

For executive, administrative and general offices only.

Description of Space:

The portion of the Building located on the 4th

(herein the “Premises”)

floor as shown on Exhibit A attached hereto consisting of approximately 8,104 square feet of floor area.

Tenant's Share:

4.9%

Base Tax Amount:

The Taxes for the tax period ending June 30, 2015.

Base Premises Operating

Expenses:

The sum of (x) The Tenant’s Commercial Expenses Share of the Commercial Operating Expenses and (y) the Tenant’s Office Expenses Share of the Office Operating Expenses, in each case, for and with respect to calendar year 2015.

Lot:

The parcel of land described on Exhibit B hereto.

Security Deposit:

$250,000.00.

Guarantor:

Paratek Pharmaceuticals, Inc.,

a Delaware corporation.

Brokers:

▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ of Massachusetts, Inc.

Parking Spaces:

Three (3) parking spaces, consisting of one individual space and two tandem spaces.

2.1

LOCATION OF PREMISES; TERM.  (a) Landlord hereby demises and leases to Tenant, and Tenant hereby accepts from Landlord, the Premises identified in the foregoing portions of this Lease for and during the Lease Term.  

2.2

APPURTENANT RIGHTS AND RESERVATIONS.  Tenant shall have, as appurtenant to the Premises, the exclusive right to use any terrace area directly bordering on the Premises which area is accessible only through the Premises as shown on the plan annexed hereto as Exhibit A (said terrace area is to be included as part of the Premises for all purposes hereunder) and the nonexclusive right to use and to permit its invitees to use in common with others, public or common lobbies, hallways, stairways, passenger and freight elevators and sanitary facilities in the Commercial Unit, but such rights shall always be subject to reasonable rules and regulations from time to time established by Landlord by suitable notice and to the right of Landlord to designate and change from time to time areas and facilities so to be used.

3.1

FIXED RENT.  ▇▇▇▇▇▇ agrees to pay to Landlord, without notice, demand, or off-set or deduction, except as set forth herein, on the Rent Commencement Date and thereafter, monthly, in advance, on the first day of each and every calendar month during the Lease Term, a sum equal to the monthly Fixed Rent specified in Section 1.2 hereof.  Until further notice all payments of rent hereunder shall be sent in accordance with the rent payment direction attached as Exhibit F.

4.1

PERMITTED USE.  ▇▇▇▇▇▇ agrees that the Premises shall be used and occupied by Tenant only for the purpose specified as the use thereof in Section 1.2 of this Lease, and for no other purpose or purposes.

4.2

ALTERATIONS.  After initial completion of any work to be done by ▇▇▇▇▇▇ as provided in Article VI, Tenant shall not alter or add to the Premises, except in accordance with written consent from Landlord, which Landlord agrees not unreasonably to withhold as to alterations or additions which (i) are not visible from the exterior of the Premises and (ii) do not affect the structure or any mechanical, electrical or plumbing system of the Building.  ▇▇▇▇▇▇'s work as described in Article VI and all other alterations made by Tenant shall be made in accordance with all applicable laws, in a good and first-class workmanlike manner and in accordance with the requirements of Landlord's insurers and ▇▇▇▇▇▇'s insurers.  Without limitation, said ▇▇▇▇▇▇'s work as described in Article VI and all other alterations made by Tenant shall be performed in accordance with the provisions of this Article IV and of Article VI.  Any contractor or other person undertaking any alterations of the Premises on behalf of Tenant shall be covered by Commercial General Liability and Workmen's Compensation insurance with coverage limits acceptable to Landlord and evidence thereof shall be furnished to Landlord prior to the performance by such contractor or person of any work in respect of the Premises.  All work performed by ▇▇▇▇▇▇ in the Premises shall remain therein (unless Landlord directs Tenant to remove the same on termination) and, at termination, shall be surrendered as a part thereof, except for Tenant's usual trade furniture and equipment, if movable, installed prior to or during the Lease Term at Tenant's cost, which trade furniture and equipment Tenant may remove upon the termination of this Lease provided that Tenant is not then in default hereunder.  Until such time as any such default is cured, Landlord shall have a security interest in such trade furniture and equipment.  Tenant agrees to repair any and all damage to the Premises resulting from such removal (including removal of ▇▇▇▇▇▇'s improvements directed by ▇▇▇▇▇▇▇▇) or, if Landlord so elects, to pay Landlord for the cost of any such repairs forthwith after billing therefor. Notwithstanding the foregoing, Tenant may, without Landlord’s prior consent or approval, make cosmetic alterations (i.e., any interior alterations that are non-structural and do not affect the Building systems) that do not exceed $10,000 per project.

5.1

PROHIBITION.  Notwithstanding any other provisions of this Lease, except as set forth in this Article V, Tenant covenants and agrees that it will not assign this Lease or sublet (which term, without limitation, shall include the granting of concessions, licenses, management arrangements and the like) the whole or any part of the Premises without, in each instance, having first received the express written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that in granting such consent, Landlord shall be entitled to take into account all factors which a reasonable landlord would consider and, without limitation, Landlord may withhold such consent if Landlord determines in the exercise of its reasonable business judgment that (a) the proposed assignee or sublessee does not have the financial capacity to perform its obligations under this lease or the sublease, as the case may be, (b) the proposed assignee or sublessee does not have a business reputation and image consistent with the quality and image of the Building, (c) the proposed assignee or sublessee is then engaged in negotiations with the Landlord for space in the Commercial Unit (or within the prior six (6) months has been so involved) or (d) the proposed assignee or sublessee is a governmental or quasi governmental agency or authority; and notwithstanding anything to the contrary herein, Landlord may withhold, in its sole discretion, its consent to a subletting of less than all the Premises.  Any assignment of this Lease (which term shall include the sale or transfer of fifty percent (50%) or more of the stock in Tenant (other than in a Financing Transaction) as set forth below), or subletting of the whole or any part of the Premises (other than as permitted to a subsidiary or a controlling corporation as set forth below) by Tenant without Landlord's express consent shall be invalid, void and of no force or effect.  In any case where ▇▇▇▇▇▇▇▇ shall consent to such assignment or subletting, the Tenant named herein shall remain fully liable for the obligations of Tenant hereunder, including, without limitation, the obligation to pay the Fixed Rent and other amounts provided under this Lease.  Any such request shall set forth, in detail reasonably satisfactory to Landlord, the identification of the proposed assignee or sublessee, its financial condition and the terms on which the proposed assignment or subletting is to be made, including, without limitation, the rent or any other consideration to be paid in respect thereto and such request shall be treated as Tenant's warranty in respect of the information submitted therewith.

6.1

DELIVERY OF POSSESSION OF PREMISES.  The Premises shall be conclusively deemed delivered to Tenant as soon as the initial work to be done by Landlord as set forth on the plan annexed hereto as Exhibit C hereto (“Landlord’s Work”) has been substantially completed by Landlord in the Premises or would have been so completed except for Tenant Delays, as hereinafter specified, and the elevator, plumbing, air conditioning and electric facilities are initially substantially available to Tenant in accordance with the obligations assumed by Landlord hereunder. For purposes of the foregoing, the Landlord’s work will be deemed “substantially complete” only when (i) Landlord’s architect certifies that Landlord’s Work has been completed in accordance with the specifications agreed to by the Landlord and Tenant (other than Punch List Items (as defined below), and (ii) the approval required for occupancy of the Premises shall be granted by the applicable authority of the City of Boston.  Such facilities shall not be deemed to be unavailable if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done or if such facilities are temporarily reduced or their availability temporarily delayed as a reasonable and necessary incident in connection with the opening of the Building.  The Premises shall not be deemed to be unready for Tenant's occupancy or incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustments (the “Punch List Items”) remain to be done in the Premises or any part thereof.  If any delay in the availability of the Premises for occupancy is

(i)

due to special work (beyond that of the type, quality and quantity specified in Exhibit C), changes, alterations or additions required or made by Tenant in the layout or finish of the Premises or any part thereof;

(ii)

caused in whole or in part by Tenant through the delay of Tenant in submitting any plans and/or specifications, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise; or

(iii)

caused in whole or in part by other delays and/or defaults on the part of Tenant or its contractors (the matters in these subsections i, ii and iii being sometimes referred to as “Tenant Delays”)

6.2.

INFORMATION.  The Landlord’s Work as described in Exhibit C consists among other things of certain painting and carpeting and it will be necessary for Tenant to supply Landlord with information and approval including the selection of carpeting and paint colors, so that Landlord may timely perform Landlord’s Work.  Tenant shall respond to any request by Landlord for information and approvals within five (5) days.

6.3.

PREPARATION OF PREMISES.

6.4

REPAIRS TO BE MADE BY LANDLORD.  Except as otherwise provided in this Lease and to the extent the obligation to maintain the same is the responsibility of the Landlord under the Condominium Documents, Landlord agrees to keep in good order, condition and repair the common areas of the commercial portions of the Building (including, but not limited to, the base Building systems), insofar as any of the foregoing affects the Premises and any damage cause by Landlord’s negligence or willful misconduct subject to the provisions of Section 13.19.  Landlord shall in no event be responsible to Tenant for the condition of glass in and about the Premises or for the doors leading to the Premises, or for any condition in the Premises or the Building caused by any act or neglect of Tenant or any contractor, agent, employee or invitee of Tenant, or anyone claiming by, through or under Tenant, or for any condition of the Building which is not the responsibility of the Landlord under the Condominium Documents.  Landlord shall not be responsible to make any improvements or repairs to the Building or the Premises other than as expressed in this Section 6.4 unless otherwise expressly provided in this Lease.

6.5

TENANT'S AGREEMENT.  ▇▇▇▇▇▇ agrees that Tenant will keep neat and clean and maintain in good order, condition and repair, the Premises and every part thereof throughout the Lease Term, excepting only those repairs for which Landlord is responsible under the terms of this Lease and damage by fire or other casualty or as a consequence of the exercise of the power of eminent domain, and shall surrender the Premises at the end of the term, in such condition.  Without limitation, Tenant shall maintain and use the Premises in accordance with all applicable laws, ordinances, governmental rules and regulations, directions and orders of officers of governmental agencies having jurisdiction and in accordance with the requirements of Landlord's and/or Tenant's insurers, and shall, at ▇▇▇▇▇▇'s own expense, obtain and maintain in effect all permits, licenses and the like required by applicable law.  Tenant shall not permit or commit any waste, and Tenant shall be responsible for the cost of repairs which may be made necessary by reason of damage to any areas in the Building, including the Premises, by Tenant, ▇▇▇▇▇▇'s contractors or Tenant's agents, employees or invitees, or anyone claiming by, through or under Tenant. Landlord may replace as needed any bulbs and ballasts in the Premises during the Lease Term at Tenant's cost and expense, or Landlord may require Tenant to replace the same, at Tenant's cost and expense.

6.6

FLOOR LOAD - HEAVY MACHINERY.  Tenant shall not place a load upon any floor in the Premises exceeding the lesser of (a) the  floor load per square foot of area which such floor was designed to carry as certified by Landlord's architect and (b) the floor load per square foot of area which is allowed by law.  Landlord reserves the right to prescribe the weight and position of all business machines and mechanical equipment, including scales, which shall be placed so as to distribute the weight.  Business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant's expense in settings sufficient, in Landlord's judgment, to absorb and prevent vibration, noise and annoyance.  Tenant shall not move any safe, heavy machinery, heavy equipment, freight, bulky matter or fixtures into or out of the Building without Landlord's prior consent.

7.1

LANDLORD'S SERVICES.  Landlord covenants during the Lease Term during Normal Building Operating Hours:

7.2

PAYMENT OF UTILITY CHARGES.  With respect to electricity for lighting and equipment in the Premises, if the same is separately metered, beginning on the Commencement Date, Tenant agrees to pay all bills therefor promptly to the utility company furnishing the same and, if requested by Landlord, provide Landlord with evidence of such payment.  If such utility company shall have a lien on the  Premises for nonpayment of such charges and Tenant shall fail at any time to make payment of same, without limitation of Landlord's rights on account of such failure, Tenant shall thereafter, if requested by Landlord, pay to Landlord, when monthly Fixed Rent is next due and thereafter on Landlord's demand, an amount reasonably estimated by Landlord to be sufficient to discharge any such lien in the event of a further failure of Tenant to pay any

such electric charges when due. Landlord shall hold the amounts from time-to-time deposited under this Section 7.2 as security for payment of such electric charges and may, without limitation of remedies on account of Tenant's failure to make any subsequent payment of electric charges, use such amounts for such payments.  Such amount or such portion thereof as shall be unexpended at the expiration of this Lease shall, upon full performance of all Tenant's obligations hereunder, be repaid to Tenant without interest.

7.3.

ENERGY CONSERVATION.  Notwithstanding anything to the contrary in this ARTICLE VII or elsewhere in this Lease, Landlord shall have the right to institute such policies, programs and measures as may be necessary or desirable, in Landlord's discretion, for the conservation and/or preservation of energy or energy related services, or as may be required to comply with any applicable codes, rules and regulations, whether mandatory or voluntary.

8.1

TENANT'S SHARE OF REAL ESTATE TAXES.

(i)

The term “Tax Period” shall mean the period during which Taxes (as hereinafter defined) are required to be paid under applicable law. Thus, under the law presently in effect in the Commonwealth of Massachusetts, Tax Period means the period from July 1 of a calendar year to June 30 of the subsequent calendar year.  Suitable adjustment in the determination of Tenant's obligation under this Section 8.1 shall be made in the computation for any Tax Period which is greater than or less than twelve (12) full calendar months.

(ii)

Reference is made to the fact that a condominium (the “Condominium”) which includes the Building has been created pursuant to applicable provisions of Massachusetts law by recording with the Suffolk County Registry of Deeds a Master Deed.  (Said Master Deed and all other instruments of record with said Registry of Deeds which create or govern the operation of the Condominium, as the same may be amended from time to time in accordance with their terms, being referred to herein as the “Condominium Documents”).  As is set forth in said

Condominium Documents, a portion of the Building and of certain areas appurtenant thereto are to be devoted to retail, service, office and other commercial purposes (said portion being referred to as the “Commercial Unit” in the Condominium Documents, and being so referred to herein).  

(iii)

The term “Taxes” shall mean all real estate taxes and assessments (which term, for purposes of this provision, shall include water and sewer use charges), special or otherwise, levied or assessed upon or with respect to the Commercial Unit or any part thereof and all ad valorem taxes for any personal property of Landlord used in connection therewith.  Should the Commonwealth of Massachusetts, or any political subdivision thereof, or any other governmental authority having jurisdiction over the Commercial Unit, (1) impose a tax, assessment, charge or fee, which Landlord shall be required to pay, by way of substitution for or as a supplement to such real estate taxes and ad valorem personal property taxes, or (2) impose an income or franchise tax or a tax on rents in substitution for or as a supplement to a tax levied against the Commercial Unit or any part thereof and/or the personal property used in connection with the Commercial Unit or any part thereof, all such taxes, assessments, fees or charges (hereinafter defined as “in lieu of taxes”) shall be deemed to constitute Taxes hereunder.  Taxes shall also include, in the year paid, all fees and costs incurred by Landlord in seeking to obtain a reduction of, or a limit on the increase in, any Taxes, regardless of whether any reduction or limitation is obtained.  Except as hereinabove provided with regard to “in lieu of taxes”, Taxes shall not include any inheritance, estate, succession, transfer, gift, franchise, net income or capital stock tax.

(i)

Tenant shall pay to Landlord, as additional rent, ▇▇▇▇▇▇'s Share of the amount by which the Taxes imposed with respect to the Commercial Unit for such Tax Period exceed the Base Tax Amount, apportioned for any fraction of a Tax Period contained within the Term, and

(ii)

Landlord shall submit to Tenant a statement setting forth the amount of such additional rent, and within ten (10) days after the delivery of such statement (whether or not such statement shall be timely), Tenant shall pay to Landlord the payment required under subparagraph (i) above.  So long as Taxes shall be payable in installments under applicable law, Landlord may submit such statements to Tenant in similar installments.  The failure by Landlord to send any statement required by this subparagraph shall not be deemed to be a waiver of Landlord’s right to send such statement.

8.2

TENANT'S SHARE OF OPERATING EXPENSES.

(i)

The term “Operating Year” shall mean each successive fiscal year (as adopted by Landlord) in which any part of the Term of this Lease shall fall.

(ii)

The term “Commercial Operating Expenses” shall mean (i) all expenses, costs and disbursements of every kind and nature, paid or incurred by Landlord in operating, insuring, promoting, owning, managing, leasing, repairing and maintaining the Commercial Unit and its appurtenances, and (ii) the charges, expenses and assessments (regular or special) payable by the Commercial Unit owner under the Condominium Documents and/or as may be otherwise assessed with respect to the Commercial Unit by the Condominium Trustees in accordance with the provisions of the Condominium Documents (including any working capital and other reserves); including, but without limitation:  premiums for fire, casualty, liability and such other insurance as Landlord may from time to time maintain; security expenses; compensation and all fringe benefits, workmen's compensation insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in operating, maintaining, managing or cleaning; fuel costs; steam, water, sewer, electric, gas, telephone, and other utility charges not otherwise billed to tenants by Landlord or the utility; expenses incurred in connection with the central plant furnishing heating, ventilating and air conditioning to the Commercial Unit (and to the Building where and to the extent the expenses of the Building are otherwise allocable to the Commercial Unit); costs of lighting, ventilating, (including maintaining and repairing ventilating fans and fan rooms); costs of repairing and maintaining fire protection systems; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of interior and exterior landscaping; the so-called supplemental payment for the maintenance and improvement of the Boston Public Garden required to be made by the Landlord in accordance with the provisions of the Condominium Documents and/or the Land Disposition Agreement; payments to independent contractors under contracts for cleaning, operating, management, maintenance and/or repair (which payments may be to affiliates of Landlord); all other expenses paid in connection with cleaning, operating, management,

maintenance and repair, including reasonable reserves for the replacement of capital improvements and equipment contained in and/or used in connection with operations; costs of any capital improvements completed after the original construction of the Building as reasonably amortized by Landlord, together with a reasonable interest factor thereon to the extent the cost of the particular capital improvement exceeds the amount of the unused reserve, if any, for the replacement thereof previously included in Commercial Operating Expenses and insurance proceeds, if any, received by Landlord on account of damage to the particular capital improvement.  Commercial Operating Expenses shall not, however, include the following:

(iii)

The term “Tenant's Commercial Expenses Share” shall mean the fraction, the numerator of which is 8,104 (being the agreed upon gross leaseable floor area of the Premises), and the denominator of which is the greater of (i) the total square footage of leased floor area

(iv)

The term “Tenant's Office Expenses Share” shall mean the fraction, the numerator of which is 8,104, and the denominator of which is the greater of (x) the total square footage of leased floor area within the Commercial Unit devoted exclusively to office purposes as of the first day of the calendar year to which the cost and expenses relate and (y) 95% of the total leaseable floor area within the Commercial Unit so devoted exclusively to office purposes as of the first day of such calendar year to which said costs and expenses relate.

(v)

There shall be excluded from the denominator of any such fraction in subsections (iii) and (iv) above one-half (1/2) of the gross leasable floor area of all space in the Commercial Unit below the first (street floor) level.

9.1

TENANT'S INDEMNITY.  To the maximum extent this agreement may be made effective according to law, and exepting claims resulting from ▇▇▇▇▇▇▇▇’s negligence or willful misconduct, ▇▇▇▇▇▇ agrees to indemnify and save harmless Landlord from and against all claims of whatever nature arising from any act, omission or negligence of Tenant, or ▇▇▇▇▇▇'s contractors, licensees, invitees, agents, servants or employees, or arising from any accident, injury or damage whatsoever caused to any person, or to the property of any person, occurring after the commencement of construction work by ▇▇▇▇▇▇, and until the end of the Lease Term and thereafter, so long as Tenant is in occupancy of any part of the Premises, within  the Premises, or arising from any accident, injury or damage occurring outside of the Premises, where such accident, damage or injury results or is claimed to have resulted from an act or omission on the part of Tenant or Tenant's agents, employees, independent contractors or invitees.

9.2

PUBLIC LIABILITY INSURANCE.  ▇▇▇▇▇▇ agrees to maintain in full force and effect from the date on which ▇▇▇▇▇▇ first enters the Premises for any reason, throughout the Lease Term, and thereafter so long as Tenant is in occupancy of any part of the Premises, a policy of Commercial General Liability insurance in accordance with the broadest form of such coverage as is available from time to time in the jurisdiction in which the Premises are located.  The minimum limits of liability of such insurance shall be $3 million per occurrence, Bodily Injury Liability (including death), and $1,000,000 per occurrence, Property Damage Liability, or shall be for such higher limits, if directed by ▇▇▇▇▇▇▇▇, as are customarily carried in that area in which the Building is located upon first class office buildings.  Such insurance shall be on an occurrence form and non-contributory.

(i)

Contractual Liability, covering Tenant's liability assumed under this Lease;

(ii)

Personal Injury Liability in the amount of $3 million annual aggregate, expressly deleting the exclusion relating to contractual assumptions of liability;

(iii)

Civil Assault and Battery coverage.

9.3

TENANT'S RISK.  To the maximum extent this agreement may be made effective according to law, ▇▇▇▇▇▇ agrees to use and occupy the Premises and to use such other portions of the Building as Tenant is herein given the right to use at Tenant's own risk; and Landlord shall have no responsibility or liability for any loss of or damage to fixtures or other personal property of Tenant for any reason whatsoever.  The provisions of this Section shall be applicable from and after the execution of this Lease and until the end of the Lease Term, and during such further period as Tenant may use or be in occupancy of any part of the Premises or of the Building.

9.4

INJURY CAUSED BY THIRD PARTIES.  To the maximum extent this agreement may be made effective according to law, ▇▇▇▇▇▇ agrees that Landlord shall not be responsible or liable to Tenant, or to those claiming by, through or under Tenant, for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining premises or any part of the premises adjacent to or connecting with the Premises or any part of the Building, or otherwise or for any loss or damage resulting to Tenant or those claiming by, through or under Tenant, or its or their property, from the breaking, bursting, stopping or leaking of electric cables and wires, water, gas, sewer or steam pipes, and from roof leaks and the like.

10.1

LANDLORD'S RIGHT OF ACCESS.  Landlord shall have the right to enter the Premises upon reasonable advance notice, except in case of an emergency, at all reasonable business hours and after normal business hours for the purpose of inspecting or making repairs to the same, and Landlord shall also have the right to make access upon reasonable advance notice available at all reasonable hours to prospective or existing mortgagees or purchasers of any part of the Building.  Tenant shall have the right to have one of its personnel accompany any visitors on the Premises.

10.2

EXHIBITION OF SPACE TO PROSPECTIVE TENANTS.  For a period of nine (9) months prior to the expiration of the Lease Term, Landlord may have reasonable access to the Premises upon reasonable advance written notice, at all reasonable hours for the purpose of exhibiting the same to prospective tenants, and may post suitable notice on the Premises advertising the same for rent.  Tenant shall have the right to have one of its personnel accompany any visitors on the Premises.

11.1

DAMAGE.  In case during the term hereof the Premises shall be partially damaged (as distinguished from “substantially damaged”, as that term is hereinafter defined) by fire or other casualty, the Landlord shall forthwith proceed to repair such damage and restore the Premises at its cost (and not at Tenant's expense), to substantially their condition at the time of such damage, but the Landlord shall not be responsible for any delay which may result from any cause beyond the Landlord's reasonable control.  Nothing contained in this Article XI shall require Landlord to restore any damage to Tenant’s fixtures, furniture, other personal property or improvements.

11.2.

SUBSTANTIAL DAMAGE.  In case during the term hereof the Premises shall be substantially damaged or destroyed by fire or other casualty, the risk of which is covered by the Landlord's insurance, this lease shall, except as hereinafter provided, remain in full force and effect, and the Landlord shall promptly after such damage and the determination of the net amount of insurance proceeds available to the Landlord, expend so much as may be necessary of such net amount to restore, at its cost (and not at Tenant's expense) (consistent, however, with zoning laws and building codes then in existence), the Premises (and not at Tenant's expense) to substantially the condition in which such portion of the Premises was in at the time of such damage, except as hereinafter provided, but the Landlord shall not be responsible for delay which may result from any cause beyond the reasonable control of the Landlord.  Should the net amount of insurance proceeds available to the Landlord be insufficient to cover the cost of restoring the Premises, in the reasonable estimate of the Landlord, the Landlord may, but shall have no obligation to, supply the amount of such insufficiency and restore the Premises with all reasonable diligence or the Landlord may terminate this lease by giving notice to

the Tenant not later than a reasonable time after the Landlord has determined the estimated net amount of insurance proceeds available to the Landlord and the estimated cost of such restoration.  In case of substantial damage or destruction, as a result of a risk which is not covered by the Landlord's insurance, the Landlord shall likewise be obligated to rebuild the Premises, all as aforesaid, unless the Landlord, within a reasonable time after the occurrence of such event, gives written notice to the Tenant of the Landlord's election to terminate this lease.

11.3.

RENT ABATEMENT.  In the event that the provisions of Section 11.1 or Section 11.2 of this Article XVI shall become applicable, the Fixed Rent shall be abated or reduced proportionately during any period in which, by reason of such damage or destruction, there is substantial interference with the operation of the business of the Tenant in the Premises, having regard to the extent to which the Tenant may be required to discontinue its business in the Premises, and such abatement or reduction shall continue for the period commencing with such destruction or damage and ending with the completion by the Landlord of such work of repair and/or reconstruction as the Landlord is obligated to do.  In the event of termination of this lease pursuant to this Article XI, this lease and the term hereof shall cease and come to an end as of the date of such damage or destruction.

11.4.

DAMAGE TO COMMERCIAL UNIT.  If, however, the Commercial Unit shall be substantially damaged or destroyed by fire or casualty, irrespective of whether or not the Premises are damaged or destroyed, the Landlord shall promptly restore or cause to be restored, to the extent originally constructed by the Landlord (consistent, however, with zoning laws and building codes then in existence), the Commercial Unit to substantially the condition thereof at the time of such damage (except that nothing herein shall require the Landlord to restore any improvements by any tenant or any furniture, fixtures, furnishings or other personal property of any tenant), unless the Landlord, within a reasonable time after such loss, gives notice to the Tenant of the Landlord's election to terminate this lease. If the Landlord shall give such notice, then anything to this Article XI to the contrary notwithstanding this lease shall terminate as of the date of such notice with the same force and effect as if such date were the date originally established as the expiration date hereof.

11.5.

DEFINITION OF SUBSTANTIAL DAMAGE.  The terms “substantially damaged” and “substantial damage”, as used in this Article, shall have reference to damage of such a character as cannot reasonably be expected to be repaired or the Premises restored within thirty (30) days from the time that such repair or restoration work would be commenced.

11.6.

TAKING.  If the Premises, or such portion thereof as to render the balance (when reconstructed) unsuitable for the purposes of the Tenant in the reasonable opinion of the Landlord, shall be taken by condemnation or right of eminent domain, either party, upon written notice to the other, shall be entitled to terminate this Lease, provided that such notice is given not later than thirty (30) days after the Tenant has been deprived of possession.  For the purposes of this Article, any deed or other transfer of title in lieu of any such taking shall be treated as such a taking.  Moreover, for the purposes of this Article, such a taking of the Tenant's entire leasehold interest hereunder in the Premises (or assignment or termination in lieu thereof) shall be treated as a taking of the entire Premises, and in such event the Tenant shall be treated as having been deprived of possession on the effective date thereof. Should any part of the Premises be so taken or condemned, and should this lease not be terminated in accordance with the foregoing provision, the Landlord covenants and agrees within a reasonable time after such taking or condemnation, and the determination of the Landlord's award therein, to expend so much as may be necessary of the net amount which may be awarded to the Landlord in such condemnation proceedings in restoring the Premises to an architectural unit as nearly like their condition prior to such taking as shall be practicable.  Should the net amount so awarded to the Landlord be insufficient to cover the cost of restoring the Premises, as estimated by the Landlord's architect, the Landlord may, but shall not be obligated to, supply the amount of such insufficiency and restore the Premises as above provided, with all reasonable diligence, or terminate this lease.  Where the Tenant has not already exercised any right of termination accorded to it under the foregoing portion of this paragraph, the Landlord shall notify the Tenant of the Landlord's election not later than ninety (90) days after the final determination of the amount of the award.  Further, if so much of the Commercial Unit shall be so taken that continued operation of the Commercial Unit as operated prior to the taking would be uneconomic in the Landlord's judgment or prohibited by zoning or other applicable law or by or pursuant to applicable provisions of the Condominium Documents or the Land Disposition Agreement, the Landlord shall have the right to terminate this lease by giving notice to the Tenant of the Landlord's desire so to do not later than thirty (30) days after the effective date of such taking.

11.7.

RENT ABATEMENT.  In the event of any such taking of the Premises, the Fixed Rent or a fair and just proportion thereof, according to the nature and extent of the damage sustained, shall be suspended or abated.

11.8

AWARD.  Landlord shall have and hereby reserves and accepts, and Tenant hereby grants and assigns to Landlord, all rights to recover for damages to the Building and the Lot and any part thereof (but not for any of Tenant’s furniture, fixture, equipment or improvements to the Premises), and the leasehold interest hereby created, and to compensation accrued or hereafter to accrue by reason of such taking, damage or destruction, as aforesaid, and by way of confirming the foregoing, Tenant hereby grants and assigns, and covenants with Landlord to grant and assign to Landlord all rights to such damages or compensation.  Nothing contained herein shall be construed to prevent Tenant from prosecuting in any condemnation proceedings a claim for the value of any Tenant's usual trade fixtures installed in the Premises by Tenant at Tenant's expense and for relocation expenses, provided that such action shall not affect the amount of compensation otherwise recoverable by Landlord from the taking authority.

12.1

EVENTS OF DEFAULT.  Any one of the following shall be deemed to be an “Event of Default”:

12.2

REMEDIES.  Should any Event of Default occur then, notwithstanding any license of any former breach of covenant or waiver of the benefit hereof or consent in a former instance, Landlord lawfully may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord's former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant and/or Landlord may send notice to Tenant terminating the Term of this Lease; and upon the first to occur of:  (i) entry as aforesaid; or (ii) the fifth (5th) day following the mailing of such notice of termination, the Term of this Lease shall terminate, but Tenant shall remain liable for all damages as provided for herein.

12.3

LANDLORD'S DEFAULT.  Landlord shall in no event be in default in the performance of any of Landlord's obligations hereunder unless and until Landlord shall have failed to perform such obligations within thirty (30) days, or such additional time as is reasonably required to correct any such default, after notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation; provided however, if ▇▇▇▇▇▇▇▇’s failure to perform any of its obligations hereunder materially affects Tenant’s ability to fully occupy and use the Premises, Landlord shall be in default hereunder if it does not commence the correction of such condition within ten (10) business days and use commercially reasonable efforts to remedy such condition as soon as possible.  In the case of any default which poses the immediate risk of injury to persons or property, the Landlord shall use all reasonable efforts to commence such cure as soon as reasonably possible.

13.1

EXTRA HAZARDOUS USE.  Tenant covenants and agrees that Tenant will not do or permit anything to be done in or upon the Premises, or bring in anything or keep anything therein which shall increase the rate of insurance on the Premises or on the Building or any part thereof above the standard rate applicable to premises being occupied for the use to which Tenant has agreed to devote the Premises; and ▇▇▇▇▇▇ further agrees that in the event that Tenant shall do any of the foregoing, Tenant will promptly pay to Landlord, on demand, any such increase resulting therefrom which shall be due and payable as additional rent hereunder.

13.2

WAIVER.  Failure on the part of Landlord or Tenant to complain of any action or nonaction on the part of the other, no matter how long the same may continue, shall never be a waiver by Tenant or Landlord, respectively, of any of the other's rights hereunder.  Further, no waiver at any time of any of the provisions hereof by Landlord or Tenant shall be construed as a waiver of any of the other provisions hereof, and a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions.  The consent or approval of Landlord or Tenant to or of any action by the other requiring such consent or approval shall not be construed to waive or render unnecessary Landlord's or Tenant's consent or approval to or of any subsequent similar act by the other.

13.3

COVENANT OF QUIET ENJOYMENT.  Tenant, subject to the terms and provisions of this Lease, upon payment of the Fixed Rent and other charges due hereunder and the observing, keeping and performing of all of the terms and provisions of this Lease on Tenant's part to be observed, kept and performed, shall lawfully, peaceably and quietly have, hold, occupy and enjoy the Premises during the Term hereof, without hindrance or ejection by any persons lawfully claiming under Landlord to have title to the Premises superior to Tenant; the foregoing covenant of quiet enjoyment is in lieu of any other covenant, expressed or implied; and it is understood and agreed that this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and ▇▇▇▇▇▇▇▇'s successors only with respect to breaches occurring during Landlord's and ▇▇▇▇▇▇▇▇'s successors' respective ownership of ▇▇▇▇▇▇▇▇'s interest hereunder.  Further, ▇▇▇▇▇▇ specifically agrees to look solely to ▇▇▇▇▇▇▇▇'s then equity interest in the Commercial Unit for recovery of any judgment from Landlord; it being

specifically agreed that Landlord (original or successor) shall never be personally liable for any such judgment, or for the payment of any monetary obligation to Tenant.  The provision contained in the foregoing sentence is not intended to, and shall not limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord's successors in interest, or any action not involving the personal liability of Landlord (original or successor) to respond in monetary damages from Landlord's assets other than Landlord's equity interest aforesaid in the Commercial Unit.  In no event shall Tenant have the right to terminate this Lease or to claim any abatement or set-off against the rent or other charges hereunder as a result of a breach of any representation or warranty of promises by Landlord or default by Landlord hereunder, except as expressly set forth in this Lease or except as a result of a wrongful eviction (whether actual or constructive by Landlord or Tenant from the demised premises).  With respect to any services, including, without limitation, heat, air-conditioning or water to be furnished by Landlord to Tenant, or obligations to be performed by Landlord hereunder, Landlord shall in no event be liable for failure to furnish or perform the same when (and the date for performance of the same shall be postponed so long as Landlord is) prevented from doing so by strike, lockout, breakdown, accident, order or regulation of or by any governmental authority, or failure of supply, or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services, or perform such obligations or because of war or other emergency, or for any cause beyond Landlord's reasonable control, or for any cause due to any act or neglect of Tenant or Tenant's servants, agents, employees, licensees, invitees or any person claiming by, through or under Tenant.  In no event shall Landlord ever be liable to Tenant for any indirect, special or consequential damages suffered by Tenant from whatever cause.

13.4

NOTICE TO MORTGAGEE AND GROUND LESSOR.  After receiving notice from any person, firm or other entity that it holds a mortgage which includes the Premises as part of the mortgaged premises, or that it is the ground lessor under a lease with Landlord, as ground lessee, which includes the Premises as part of the demised premises, no notice from Tenant to Landlord shall be effective unless and until a copy of the same is given to such holder or ground lessor, and the curing of any of Landlord's defaults by such holder or ground lessor shall be treated as performance by Landlord.  For the purposes of this Section 13.4, Section 13.5 or Section 13.14, the term “mortgage” includes a mortgage on a leasehold interest of Landlord (but not one on Tenant's leasehold interest).

13.5

ASSIGNMENT OF RENTS.  With reference to any assignment by Landlord of ▇▇▇▇▇▇▇▇'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 or ground lease on property which includes the Premises.  ▇▇▇▇▇▇ agrees:

13.6

MECHANIC'S LIENS.  ▇▇▇▇▇▇ agrees immediately to discharge of record (either by payment or by the filing of the necessary bond, or otherwise) any mechanics', materialmen's or other lien against the Premises and/or ▇▇▇▇▇▇▇▇'s interest therein, which liens may arise out of any payment due for, or purported to be due for, any labor, services, materials, supplies or equipment alleged to have been furnished to or for Tenant in, upon or about the Premises.

13.7

NO BROKERAGE.  ▇▇▇▇▇▇▇▇ agrees that it shall pay any commissions owed to the broker(s), if any, named in Section 1.2 hereof, pursuant to a separate agreement between Landlord and such broker(s).  Tenant warrants and represents that Tenant has not dealt with any broker other than the broker, if any, named in Section 1.2 hereof, in connection with the consummation of this Lease, and in the event any claim is made against the Landlord relative to dealings with brokers other than any broker named in Section 1.2, Tenant shall defend the claim against Landlord with counsel of Landlord's selection and save harmless and indemnify Landlord on account of loss, cost or damage which may arise by reason of any such claim.

13.8

INVALIDITY OF PARTICULAR PROVISIONS.  If any term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or uneforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law.

13.9

PROVISIONS BINDING, ETC.  Except as herein otherwise provided, the terms hereof shall be binding upon and shall inure to the benefit of the successors and assigns, respectively, of Landlord and Tenant and, if Tenant shall be an individual, upon and to his heirs, executors, administrators, successors and assigns.  If two or more persons are named as Tenant herein, each of such persons shall be jointly and severally liable for the obligations of the Tenant hereunder, and Landlord may proceed against any one without

first having commenced proceedings against any other of them.  Each term and each provision of this Lease to be performed by Tenant shall be construed to be both a covenant and a condition.  The reference contained to successors and assigns of Tenant is not intended to constitute a consent to assignment by ▇▇▇▇▇▇, but has reference only to those instances in which Landlord may later give consent to a particular assignment as required by those provisions of Article V hereof.

13.10

RECORDING.  ▇▇▇▇▇▇ agrees not to record the within Lease, but each party hereto agrees, on the request of the other, to execute a so-called memorandum of lease or short form lease in form recordable and complying with applicable law and reasonably satisfactory to Landlord's attorneys.  In no event shall such document set forth the rent or other charges payable by Tenant under this Lease; and any such document shall expressly state that it is executed pursuant to the provisions contained in this Lease and is not intended to vary the terms and conditions of this Lease.

13.11

NOTICES.  Whenever, by the terms of this Lease, notice shall or may be given either to Landlord or to Tenant, such notice shall be in writing and shall be delivered in hand or sent by registered or certified mail, postage prepaid:

13.12

WHEN LEASE BECOMES BINDING.  Employees or agents of Landlord have no authority to make or agree to make a lease or any other agreement or undertaking in connection herewith.  The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for, the Premises, and this document shall become effective and binding only upon the execution and delivery hereof by both Landlord and ▇▇▇▇▇▇.  All negotiations, considerations, representations and understandings between Landlord and Tenant are incorporated herein and may be modified or altered only by written agreement between Landlord and Tenant, and no act or omission of any employee or agent of Landlord shall alter, change or modify any of the provisions hereof.

13.13

PARAGRAPH HEADINGS.  The paragraph headings throughout this instrument are for convenience and reference only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Lease.

13.14

RIGHTS OF MORTGAGEE.  It is understood and agreed that the rights and interests of Tenant under this Lease shall be subject and subordinate to any mortgages or deeds of trust that may hereafter be placed upon the Commercial Unit and/or the Building and/or the Lot, and/or any part of the foregoing, and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, modifications, replacements and extensions thereof, if the mortgagee or trustee named in said mortgages or deeds of trust shall elect by notice delivered to Tenant to subject and subordinate the rights and interest of Tenant under  this Lease to the lien of its mortgage or deed of trust; it is further agreed that any mortgagee or trustee may elect to give the rights and interest of Tenant under this Lease priority over the lien of its mortgage or deed of trust. In the event of either such election, and upon notification by such mortgagee or trustee to Tenant to that effect, the rights and interest of Tenant under this Lease shall be deemed to be subordinate to, or to have priority over, as the case may be, the lien of said mortgage or deed of trust, whether this Lease is dated prior to or subsequent to the date of said mortgage or deed of trust.  Tenant shall execute and deliver whatever instruments may be required for such purposes, and in the event Tenant fails so to do within ten (10) days after demand in writing, ▇▇▇▇▇▇ does hereby make, constitute and irrevocably appoint Landlord as its attorney-in-fact and in its name, place and stead so to do.  In the event that any holder or prospective holder of any mortgage which includes the Premises as part of the mortgaged premises, shall request any modification of any of the provisions of this Lease, other than a provision directly related to the rents payable hereunder, the duration of the term hereof, or the size, use or location of the Premises, Tenant agrees that Tenant will enter into a written agreement in recordable form with Landlord or such holder or prospective holder which shall effect such modification and provide that such modification shall become effective and binding upon Tenant and shall have the same force and effect as an amendment to this Lease for all purposes.  Tenant hereby appoints such holder as ▇▇▇▇▇▇'s attorney-in-fact to execute any such modification upon default of Tenant in complying with such holder's request.

13.15

STATUS REPORT.  Recognizing that both parties may find it necessary to establish to third parties, such as accountants, banks, mortgagees or the like, the then current status of performance hereunder, either party, on the request of the other made from time to time, will promptly furnish to Landlord, or the holder of any mortgage encumbering the Premises, or to Tenant, as the case may be, a statement of the status of any matter pertaining to this Lease, including, without limitation, acknowledgments that (or the extent to which) each party is in compliance with its obligations under the terms of this Lease.

13.16

SECURITY DEPOSIT; TENANT'S FINANCIAL CONDITION.  If, in Section 1.2 hereof, a security deposit is specified, ▇▇▇▇▇▇ agrees that the same will be paid upon execution and delivery of this Lease, and that Landlord shall hold the same, throughout the term of this Lease, as security for the performance by Tenant of all obligations on the part of Tenant to be kept and performed.  The security deposit may be paid by Tenant either in cash or by standby letter of credit issued by a banking institution reasonably acceptable to Landlord and on a form that is reasonably acceptable to Landlord.  For any banking institution to be reasonably acceptable to Landlord the same must have an office in the greater Boston metropolitan area where the letter of credit may be presented for a draw, and for a form to be reasonably acceptable to Landlord the same must be an irrevocable letter of credit transferable by Landlord without cost and providing that the letter of credit may be drawn by Landlord upon sight without any conditions not acceptable to Landlord in its sole discretion.  The letter of credit must also provide for a maturity that expires no earlier than ninety (90) days after the stated expiration date of the term of this Lease (as the same may be extended) or in lieu thereof a provision that allows the Landlord to draw down upon the letter of credit in full and hold the same as a cash security deposit in the event that the letter of credit is not extended, renewed or replaced within thirty (30) days prior to its date of expiration.  Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to apply such deposit, or any part thereof, to Landlord's damages arising from any default on the part of Tenant.  Tenant not then being in default, Landlord shall return the deposit, or so much thereof as shall not have theretofore been applied in accordance with the terms of this Section 13.16 to Tenant on the expiration or earlier termination of the Lease Term and surrender of possession of the Premises by Tenant to Landlord at such time.  While Landlord holds such deposit, Landlord shall have no obligation to pay interest on the same and shall have the right to commingle the same with Landlord's other funds.  If Landlord conveys Landlord's interest under this Lease, the deposit or any part thereof not previously applied may be turned over by Landlord to Landlord's grantee, and if so turned over, ▇▇▇▇▇▇ agrees to look solely to such grantee for proper application of the deposit in accordance with the terms of this Section 13.16 and the return thereof in accordance herewith.

13.17

ADDITIONAL REMEDIES OF LANDLORD.  Landlord shall have the right, but shall not be required to do so, to pay such sums or do any act which requires the expenditure of monies which may be necessary or appropriate by reason of the failure or neglect of Tenant to perform any of the provisions of this Lease, and in the event of the exercise of such right by Landlord, ▇▇▇▇▇▇ agrees to pay to Landlord forthwith upon demand all such sums; and if Tenant shall default in such payment, Landlord shall have the same rights and remedies as Landlord has hereunder for the failure of Tenant to pay the Fixed Rent.

13.18

HOLDING OVER.  Any holding over by Tenant after the expiration of the Lease Term shall be treated as a tenancy at sufferance at 150% the Fixed Rent and additional rent herein provided to be paid during the last twelve (12) months of the Lease Term (prorated on a daily basis) and shall otherwise be on the terms and conditions set forth in this Lease, as far as applicable.

13.19

NON-SUBROGATION.  Insofar as, and to the extent that, the following provision may be effective without invalidating or making it impossible to secure insurance coverage obtainable from responsible insurance companies doing business in the locality in which the Premises are located (even though extra premium may result therefrom):  Landlord and Tenant mutually agree that, with respect to any hazard 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 any and all claims with respect to such loss; and they further mutually agree that their respective insurance companies shall have no right of subrogation against the other on account thereof.  In the event that extra premium is payable by either party as a result of this provision, the other party shall reimburse the party paying such premium the amount of such extra premium.  If, at the request of one party, this release and non-subrogation provision is waived, then the obligation of reimbursement shall cease for such period of time as such waiver shall be effective, but nothing contained in this Section 13.19 shall derogate from or otherwise affect releases elsewhere herein contained of either party for claims.

13.20

[INTENTIONALLY DELETED]

13.21

GOVERNING LAW.  This Lease shall be governed exclusively by the provisions hereof and by the laws of the Commonwealth of Massachusetts as the same may from time to time exist.

13.22

DEFINITION OF ADDITIONAL RENT.  Without limiting any other provision of this Lease, it is expressly understood and agreed that ▇▇▇▇▇▇'s participation in Taxes, operating expenses, and all other charges which ▇▇▇▇▇▇ is required to pay hereunder, together with all interest and penalties that may accrue thereon, shall be deemed to be additional rent, and in the event of non-payment thereof by ▇▇▇▇▇▇, Landlord shall have all of the rights and remedies with respect thereto as would accrue to Landlord for non-payment of Fixed Rent.

13.23

LANDLORD'S FEES AND EXPENSES.  Unless prohibited by applicable law, ▇▇▇▇▇▇ agrees to pay to Landlord the amount of all legal fees and expenses incurred by Landlord arising out of or resulting from any act or omission by Tenant with respect to this Lease or the Premises, including without limitation, any breach by Tenant of its obligations hereunder.

14.1

PARKING RIGHTS.

15.1

OPTION TO EXTEND.  Provided Tenant is not in default hereunder beyond applicable notice and cure periods, Tenant shall have the right to extend the term of this Lease for one period of two (2) years by notice to Landlord to such effect given no later than twelve (12) months nor earlier than fifteen (15) months prior to the end of the then term of this Lease and if Tenant timely and properly gives such notice then the term of this Lease shall be extended without the necessity of any further action between Landlord and Tenant upon all the terms and conditions set forth herein except that the fixed rent shall be the greater of (x) fixed rent per annum and additional rent under Article VIII for the 12-month period immediately preceding the commencement of the extension term (the “Current Rent”) or (y) the then fair market rental value of the Premises.  If Tenant timely and properly exercises such option to extend, then Landlord shall give to Tenant its determination as to the fair market rental value of the Premises.  If within sixty (60) days after ▇▇▇▇▇▇’s exercise of its right to extend Landlord has not submitted such determination to Tenant then Tenant may request such determination from Landlord and Landlord shall submit the same to Tenant within ten (10) days after such request.  If after receipt of Landlord’s determination Tenant determines to contest such determination then by notice to Landlord given within thirty (30) days after its receipt of Landlord’s determination Tenant may request that the determination of fair market rental value be made by arbitration as follows:  Each of Landlord and Tenant shall designate a person to act as arbitrator, which person shall be a person with at least five years experience in the

appraisal of real property in the City of Boston and shall not be directly employed by Landlord or Tenant.  The two appraisers so chosen shall within thirty (30) days of their selection determine the fair market rental value of the Premises but if the two appraisers are unable to agree upon such fair market rental value within such period then the determination shall be made by a third appraiser selected by the two appraisers, which appraiser likewise shall not be directly employed by either Landlord or Tenant and shall have at least five years experience in the appraisal of real property within the City of ▇▇▇▇▇▇.  The determination of the third appraiser shall be final.  The costs and expenses of the third appraiser shall be borne jointly by Landlord and ▇▇▇▇▇▇.  Until the determination of the fair market rental value has been determined Tenant shall pay to Landlord on account of fixed rent for and with respect to the extension term at the rate of the Current Rent per annum, with a prompt adjustment as soon as the fair market rental value of the Premises for the extension term has been determined.  Fixed Rent shall be payable during the extension term in monthly installments of 1/12^th of the annual amount in advance on the commencement date of the extension term and on the first day of each month thereafter.

TDC HERITAGE LLC

By:

TDC Holding Corp., its manager

By:

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

Its hereunto duly authorized

(Landlord)

PARATEK PHARMA, LLC.

By:

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Its

Hereunto duly authorized

(Tenant)

PARATEK PHARMACEUTICALS, INC.

By:

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Its

Hereunto duly authorized

•

Empty trash receptacles

•

Dust & spot clean horizontal surfaces, furniture & brightwork

•

Spot clean vertical surfaces

•

Clean water fountains

•

Clean partition & door glass

•

Vacuum Carpeting (Shampooing by Tenant)

•

Dust table & chair legs, baseboards, ledges & moldings.

•

Vacuum fabric furniture

•

Clean & sanitize phones

•

Clean diffusers

•

High Dusting

•

Wash windows

•

Clean & sanitize fixtures, mirrors & enamel surfaces

•

Polish chrome

•

Mop floors

•

Refill dispensers

•

Empty trash

•

Spot Clean vertical surfaces

•

Wash all partitions, title walls & enamel surfaces

•

Clean diffusers

•

Machine clean floors

•

Empty trash receptacles

•

Dust & spot clean horizontal surfaces, etc.

•

Spot clean vertical surfaces

•

Clean & polish drinking fountains

•

Clean doors & frames

•

Vacuum carpeting, mop & buff floors

•

Clean & polish elevator walls & brightwork

•

Vacuum elevator carpet & spot clean

•

Dust railings

•

Sweep Stairs

•

High dust

•

Dust table & chair legs, baseboards, ledges & moldings

•

Vacuum fabric furniture

•

Spot clean railings

•

Damp mop stairs & landings

•

Wash trash receptacles

•

Clean diffusers

•

Shampoo carpets

•

Wash windows (INTERIOR)

(i)

Fixed rent at the rate of $220,109.00 per annum, payable at the rate of $18,342.42 per calendar month and proportionally as such rate for any partial month. On the first annual anniversary of the AP RCD and on each annual anniversary thereafter, such fixed rent shall increase by $4,153.00 per annum and such monthly rent shall increase by $346.08 per calendar month (and proportionally as such rate for any partial month).

(ii)

Tenant shall pay additional rent in respect of the Additional Premises under Section 8.1 of the Lease except that for the purpose of determination of such additional rent, the Base Tax Amount shall be the Taxes for the tax period ending June 30, 2017 and the Tenant’s Share shall be 2.5%, and Tenant shall pay additional rent in respect of the Additional Premises under Section 8.2 of the Lease except that for the purpose of determination of such additional rent the Base Premises Operating Expenses shall be the sum of (x) the Tenant’s Commercial Expenses Share of the Commercial Operating Expenses and (y) the Tenant’s Office Expenses Share of the Office Operating Expenses, in each case for and with respect to calendar year 2016, and for the determination of such shares the figure 8,104 used in Sections 8.2 (a)(iii) and (iv) shall be changed to 4,153.

TDC HERITAGE LLC

By:

TDC Holding Corp.,

Its manager

By:

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

Its:

Hereunto duly authorized

PARATEK PHARMA, LLC,

By:

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Its:

CFO

Hereunto duly authorized

PARATEK PHARMACEUTICALS, INC.,

By:

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Its:

CFO

Hereunto duly authorized