Exhibit 10.28  Execution Copy  4TH MODIFICATION OF LEASE AGREEMENT  4THMODIFICATION OF LEASE AGREEMENT (this Agreement),
made as of this 13th day of August, 2004 between 180 VARICK
LLC, a New York limited liability company, having an address at c/o Olmstead
Properties, Inc., 575 Eighth Avenue, Suite 2400, New York, New York 10018 (Landlord),
and IMCLONE SYSTEMS INCORPORATED, a Delaware corporation, having its principal
place of business at 180 Varick Street, New York, New York 10014 (Tenant).  WITNESSETH  WHEREAS, 180 Varick Street Corporation (Landlords predecessor) and
Tenant entered into a Lease, dated as of December 10, 1998 (the Original
Lease), covering premises in the building located at 180 Varick Street,
New York, New York (the Building);  WHEREAS, the Original Lease was modified by the following agreements
between 180 Varick Street Corporation and Tenant: (i) Modification Agreement
(the First Amendment), dated as of December 15, 2000; (ii) 2nd
Modification of Lease Agreement (the Second Amendment), dated as of
May 29, 2001; and (iii) 3rdModification of Lease Agreement (the Third
Amendment), dated as of December 30, 2002 (collectively, the Modification
Agreements; the Original Lease, as modified by the Modification
Agreements, known collectively as the Lease);  WHEREAS, pursuant to the Lease, Landlord presently leases to Tenant
premises consisting of (i) the portions of the fifth floor of the Building
known as Suite 508. Suite 510 and Suite 520. as more
particularly shown on Exhibit A annexed hereto; (ii) the entire rentable
portion of the sixth floor of the Building, as more particularly shown on said Exhibit
A (the Sixth Floor); (iii) the entire rentable portion of the
seventh floor of the Building, as more particularly shown on said Exhibit A
(the Seventh Floor); and (iv) the portions of the eighth floor of the
Building known as Suite 802 and Suite 824. as more
particularly shown on said Exhibit A;  WHEREAS, Landlord and Tenant desire to increase the premises demised
under the Lease as of the date hereof so as to include the portion of the fifth
floor of the Building known as Suite 526, as more particularly shown
on Exhibit A annexed hereto;  WHEREAS, Landlord and Tenant desire to increase the premises demised
under the Lease at certain dates in the future so as to include certain
additional portions of the fifth (5th) and eighth (8th)
floors of the Building, as hereafter provided;  WHEREAS, Landlord and Tenant desire to extend the term of the Lease for
different periods for different portions of the Premises;  WHEREAS, Landlord and Tenant desire to modify certain other provisions
of the Lease as more specifically set forth herein;  NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants set forth below, Landlord and Tenant hereby agree as follows:  1.Definitions.  Unless otherwise defined herein, all capitalized terms used herein
shall have the meanings ascribed to them in the Lease.  2.Suite
526 and Term Extension.  A.Suite
526, Effective as of August 15, 2004, Suite 526 is hereby added to and
included in the Premises, and all references in the Lease and this Agreement  1


to the Premises, the premises, the Demised Premises and the
demised premises shall be deemed to include Suite 526. Tenant hereby accepts
possession thereof in its as is condition, and Landlord shall not be required
to perform any work thereto and Landlord makes no representations or warranties
with respect thereto.  B.Extension
Terms. The term of the Lease is hereby extended upon and subject to the
same terms, covenants and conditions as in the Lease, except as otherwise set
forth herein:  (i)with
respect to (a) Suite 508, Suite 510 and Suite 520; (b) those Additional Spaces
(as hereinafter defined) known as Suite 516 and Suite 518; and (c) the Sixth
Floor (collectively, the Long-Term Space), through December 31,2014
(the Long-Term Space Expiration Date); and  (ii)with
respect to (a) Suite 526; (b) the Additional Space known as Suite 522; (c) the
Seventh Floor; (d) Suite 802 and Suite 824; and (e) those Additional Spaces
known as Suite 806 and Suite 808 (collectively, the Short-Term Space),
through December 31,2007 (the Short-Term Space Expiration Date).  C.Definitions.As
of the date hereof: (i) the term, as defined in the Lease, shall mean
the original term as extended hereby; and (ii) the Expiration Date, as
defined in the Lease, shall mean the Short-Term Space Expiration Date with
respect to the Short-Term Space and the Long-Term Space Expiration Date with
respect to the Long-Term Space (as such terms are defined in Section 2(B)hereof), unless the term of the Lease, as extended hereby, shall
sooner terminate pursuant to the terms of the Lease or by law.  3.Additional
Spaces.  A.Additional
Space Commencement Dates,Subject
to the terms of this Section 3, upon the date (each date known as an Additional
Space Commencement Date) upon which Landlord shall deliver to Tenant
vacant and broom-clean possession of any of those portions of the fifth (5th)
and eighth (8th) floor of the Building shown on Exhibit A
annexed hereto and known as Suite 516. Suite 518. Suite
522. Suite 806 and Suite 808 (each known as an Additional
Space and collectively as the Additional Spaces), such Additional
Space shall be added to and included in the Premises, and all references in the
Lease and this Agreement to the Premises, the premises, the Demised
Premises and the demised premises shall be deemed to include such Additional
Space.  B.Condition
of Additional Spaces. Tenant has inspected all of the Additional Spaces and
agrees to take them in their then as is condition, so long as they are
vacant, free of personalty and broom-clean, and Landlord shall not be required
to perform any work to the Additional Spaces and Landlord makes no
representations or warranties with respect thereto.  C.Acceleration
of Additional Space Commencement Dates.The (x) expiration
dates of the leases or rights of occupancy of each of the existing occupants of
the Additional Spaces, and (y) the anticipated Additional Space Commencement
Date of each Additional Space (each, an Anticipated Additional Space
Commencement Date) are set forth on Exhibit B annexed hereto, and
none of the Additional Space Commencement Dates shall occur prior to such
Anticipated Additional Space Commencement Dates. Notwithstanding the foregoing,
Landlord shall have the right, upon at least thirty (30) days prior written
notice to Tenant, to accelerate any of the Anticipated Additional Space
Commencement Dates with respect to any Additional Spaces.  2


D.Failure
to Deliver Possession.If for any reason
Landlord shall be unable to deliver possession of any Additional Space to
Tenant on any Anticipated Additional Space Commencement Date, Landlord shall
have no liability to Tenant therefore (except as otherwise expressly provided
herein) and the validity of the Lease and this Agreement shall not be impaired
(except that no rent, real estate tax payments or other expenses shall be
payable by Tenant with respect to such undelivered Additional Space), nor shall
the Term be extended, by reason thereof, and Tenant shall accept delivery of
such Additional Space when delivered to Tenant, provided that such Additional
Space is then vacant, free of personalty and broom-clean. This Paragraph D
shall be an express provision to the contrary for purposes of Section 223-a of
the New York Real Property Law and any other law of like import now or
hereafter in effect. Notwithstanding the foregoing, in the event that any
Additional Space Commencement Date shall
fail to occur within ninety (90) days of the applicable Anticipated Additional
Space Commencement Date, as the same may be accelerated pursuant to Paragraph
3(C) hereof (subject to reasonable extensions for force majeure), Tenant
may, upon thirty (30) days prior written notice to Landlord (which notice must
be given to Landlord, by certified mail return receipt requested, to the
attention of Sam Rosenblatt, and which must state, in bold-faced capital
letters, the following: LANDLORDS FAILURE
TO DELIVER POSSESSION OF THE ADDITIONAL SPACE KNOWN AS SUITE         
WITHIN THIRTY(30) DAYS OF THE
DATE HEREOF SHALL RESULT IN THE TERMINATION OF THE LEASE WITH RESPECT TO SUCH
ADDITIONALSPACE.), seek
to terminate this Lease with respect to such Additional Space only, and if
Landlord shall have failed to cause the Additional Space Commencement Date to
occur with respect to such Additional Space prior to the end of such thirty
(30) day period, the Lease shall terminate with respect to such Additional
Space only, and the Minimum Rent and Tenants Share shall be appropriately
adjusted.  4.Minimum
Rent.  A.Prior
to January 1. 2005.  (i)Commencing
as of the date hereof, and through December 31, 2004, the Minimum Rent payable
under the Lease shall increase by the sum of $4,884.75 per month (prorated for
any partial months) to take account of the inclusion of Suite 526 into the
Premises.  (ii)In
the event the Additional Space Commencement Date for any particular Additional
Space shall occur between the date hereof and December 31,2004, then effective
as of such Additional Space Commencement Date, the monthly Minimum Rent
currently payable under the Lease shall be increased by the amount shown on Exhibit
Bannexed hereto with respect to such Additional Space.  B.Lone-Term
Space From and After January 1. 2005.Effective
as of January 1, 2005, the Minimum Rent payable under the Lease for the Long-Term
Space (as defined in Section 2(B)hereof) is as follows:  (i)For
the period from January 1, 2005 though December 31, 2005, at the rental rate of
$792,261.00 per annum ($66,021.75 per month);  (ii)For
the period from January 1, 2006 though December 31, 2006, at the rental rate of
$814,268.25 per annum ($67,855,68 per month);  (iii)For
the period from January 1, 2007 though December 31, 2007, at the rental rate
$836,275.50 per annum ($69,689.63 per month);  (iv)For
the period from January 1,2008 though December 31,2008, at the rental rate of
$858,282.75 per annum ($71,523.56 per month);  3


(v)For
the period from January 1, 2009 though December 31, 2009, at the rental rate of
$880,290.00 per annum ($73,357.50 per month);  (vi)For
the period from January 1, 2010 though December 31,2010, at the rental rate of
$902,297,25 per annum ($75,191.44 per month);  (vii)For the
period from January 1,2011 though December 31, 2011, at the rental rate of
$924,304,50 per annum ($77,025,38 per month);  (viii)For the
period from January 1,2012 though December 31,2012, at the rental rate of
$946,311.75 per annum ($78,859.31 per month);  (ix)For
the period from January 1,2013 though December 30,2013, at the rental rate of
$968,319.00 per annum ($80,693.25 per month); and  (x)For
the period from January 1,2014 through the Long-Term Space Expiration Date, at
the rate of $990,326.25 per annum ($82,527.18 per month).  C.Short-Term
Space From and After January 1, 2005. 
Effective as of January 1, 2005, the Minimum Rent payable under the
Lease for the Short-Term Space (as defined in Section 2(B) hereof) is as
follows:  (i)For
the period from January 1,2005 though December 31,2005, at the rental rate of
$1,044,279 per annum ($87,023.25 per month);  (ii)For
the period from January 1, 2006 though December 31, 2006, at the rental rate of
$1,073,286.70 per annum ($89,440.56 per month); and  (iii)For
the period from January 1,2007 though the Short-Term Space Expiration Date, at
the rental rate $1,102,294.50 per annum (591,857.88 per month).  D.Failure
to Deliver Additional Spaces.Notwithstanding
the foregoing, in the event the Additional Space Commencement Date for any
particular Additional Space shall have not occurred on or prior to January 1,
2005, the Minimum Rent set forth in Paragraphs B and C of this Section
4 shall be reduced by the amount allocable to such Additional Space as set
forth on Exhibit B annexed hereto for the period from January 1,2005
through the occurrence of the Additional Space Commencement Date.  E.Partial
Months.If the Additional
Space Commencement Date for any particular Additional Space shall not occur on
the first day of a month, then the commencement of the Minimum Rent and any
adjustments set forth in Paragraphs A and D of this Section 4
shall be equitably prorated for such calendar month.  5.Tenants
Tax Payment  A.Base
Tax Readjustment.  From and after:  (x) the Additional Space Commencement Date, with respect to any
Additional Space for which the Additional Space Commencement Date shall have
occurred between the date hereof and December 31,2004, and  (y) January 1, 2005, with respect to the balance of the Premises  (the foregoing known as the Readjustment Dates), the term Base
Tax shall mean average of the Taxes for the period from July 1,2004
through June 30,2005 and the Taxes for the period from July 1, 2005 through
June 30, 2006.  4


B.Tenants
Share Readjustment.From and after the Readjustment
Dates, the term Tenants Share shall be deemed to mean 20,16% (the Aggregate
Tenants Share); provided,  however, that in the event the
Additional Space Commencement Date for any of the Additional Spaces shall have
not yet occurred, the Tenants Share shall be an amount equal to (x) the
Aggregate Tenants Share, less (y) the sum of each percentage shown on Exhibit
Bannexed hereto allocable to each Additional Space for which the
Additional Space Commencement Date shall have not then occurred, it being
agreed that the Tenants Share shall increase effective as of the occurrence of
the applicable Additional Space Commencement Date. The Tenants Share shall be
reduced by 11.47% (which the parties agree is the portion of the Tenants Share
allocable to the Short-Term Space, including all Additional Spaces that are
Short-Term Space) on the day following the Short-Term Space Expiration Date (or
on the day following the last day of the First Short-Term Space Renewal Term or
the Second Short-Term Space Renewal Term, if exercised by Tenant) (as all of
the foregoing terms are hereinafter defined), provided Tenant shall have
vacated the Short-Term Space pursuant to the terms of the Lease.  C.Modification
to Original Lease.As of January 1, 2005, Section
3 of the Third Amendment is hereby deleted, and Article 46 of the
Original Lease is hereby modified as follows:  (i)The
term Taxes shall be deemed to exclude Landlords income, franchise, estate or
inheritance taxes, and shall also exclude interest, penalties and late charges
thereon (unless any interest, penalties and late charges shall arise directly
from Tenants failure to timely make the applicable Tax Payment), unless the
same are imposed or assessed in lieu of any Taxes imposed or assessed under the
current method of taxation.  (ii)If
Landlord fails to give Tenant any invoice for increased Taxes within twelve
(12) months of the expiration of the Term, Landlord shall be deemed to have
waived its right to give Tenant any further invoices for Taxes.  (iii)Section
46(B)(ii) of the Original Lease is hereby replaced to read as follows: In the
event the Base Tax is increased or decreased during the term of this Lease,
Tenants obligation with respect to any Tax Payments shall be adjusted
accordingly, with any overpayment by Tenant in connection therewith credited to
Tenants next succeeding payment (or, if during the last year of the term,
refunded to Tenant within thirty (30) days following the expiration of the
term), and any underpayment payable by Tenant to Landlord on thirty (30) days
written notice.  (iv)This
Section 5(C) shall survive the expiration or sooner termination, of the
Lease.  6.Electricity  A.Notwithstanding
anything to the contrary in the Lease, from and after January 1, 2005, Tenant
shall pay for the electricity consumed in the Premises, as such usage is shown
on Tenants submeter or submeters, based upon the rate per kilowatt hour and
kilowatt demand billed to Landlord for electricity supplied to the Building by
the public utility company serving the Building (including applicable taxes,
meter reading charges and other charges on electricity imposed by the utility,
but not including late fees, penalties and interest charges, Landlords
electrical consultants charges and other charges not imposed by the utility).
In addition, Tenant shall pay to Landlord an  5


administrative charge equal to seven percent (7%) of the foregoing
(excluding, however, sales tax).  B.In
the event the Additional Space Commencement Date for any particular Additional
Space shall occur between the date hereof and December 31,2004, then effective
as of such Additional Space Commencement Date, Tenant shall pay for the
electricity consumed in such Additional Space, with such payments to be
calculated based on the provisions of Paragraph A of this Section 6.  C.In
the event that electricity consumed in the Premises is measured by more than
one meter, at Tenants option, the usage of each meter may be totalized together
to look as if a single meter is servicing the Premises, provided that if there
shall be any cost in so totalizing the usage, such cost shall be borne by Tenant.  7.Use.  Permitted Uses.Notwithstanding
anything to the contrary in Sections 41(h)and 58M of the
Original Lease: Tenant shall use all portions of the fifth floor of the
Building covered by this Lease and the Sixth Floor solely for executive and
administrative offices and no other purpose, and subject nevertheless to the
terms of the Lease (including, without limitation, Section 43 thereof),
except that Tenant shall be permitted to install and use in the Sixth Floor
(subject to the provisions of the Lease pertaining to the making of
alterations) an executive bathroom with shower, kitchenettes, each of which may
contain a wall oven, dishwasher, microwave ovens and counter appliances (but in
any event with no gas service), and a lunchroom serving Tenants employees,
provided that such use is ancillary only, and subject nevertheless to the terms
hereinafter provided, and Tenant shall use all portions of the Seventh Floor,
Suite 802 and Suite 824 (collectively, the Lab Space) solely as a
laboratory facility (including an animal laboratory facility) for
biotechnology, molecular modeling and high technology and other scientific
research, and for the small scale non-commercial manufacture of antibodies,
small molecules, vaccines, and other therapeutic and diagnostic materials, and
for no other purpose, and subject nevertheless to the terms of the Lease (including,
without limitation, Section 43 thereof). Tenant acknowledges that
Landlord makes no representations as to whether or not any of the foregoing
uses are permissible as a matter of law. Tenant further acknowledges that
nothing herein shall entitle Tenant to install plumbing or other lines in areas
of the Building that are leased to or occupied by other tenants or occupants
(including, without limitation, beneath the slab floor of the Demised Premises,
to the extent leased to or occupied by other tenants).  8.Assignment
and Subletting.  As of January 1,2005, Article 77 of the Original Lease is hereby
deleted and replaced as follows:  77.ASSIGNMENT.
SUBLETTING. MORTGAGING.  A.General
Terms.Except as
otherwise provided herein, Tenant will not, by operation of law or otherwise,
assign, mortgage or encumber this Lease, nor sublet or permit the Demised
Premises or any part thereof to be used by others without obtaining the prior
written consent of Landlord in each instance. The consent by Landlord to any
assignment or subletting shall not in any manner be construed to relieve Tenant
from obtaining Landlords express written consent to any other or further
assignment or subletting, to the extent required herein, nor shall any such
consent by Landlord serve to relieve or release Tenant from its obligations to
fully and faithfully observe and perform ail of the terms, covenants and
conditions of this Lease on Tenants part to be observed and performed. If this
Lease is assigned, Landlord may collect rent from the assignee. If the Premises
or any part thereof are sublet or used or  6


occupied by anybody other than Tenant, whether or not in violation of
this Lease, Landlord may, after Tenant has defaulted in its obligations
hereunder beyond notice and the expiration of any applicable cure periods,
collect rent from the subtenant or occupant.  In either event, Landlord shall apply the net
amount collected to the Minimum Rent and Additional Rent due hereunder, but no
such assignment, subletting, occupancy or collection shall be deemed a waiver
of any of the provisions of this Lease, or the acceptance of the assignee,
subtenant or occupant as tenant, or a release of Tenant from the performance by
Tenant of Tenants obligations under this Lease.  B.Permitted
Assignments and Subletting. Notwithstanding anything to the contrary
contained in this Lease but subject to the terms herein, ImClone Systems
Incorporated (the Named Tenant) and any Successor Entity or Acquiring
Entity, as such terms are hereinafter defined (each of the foregoing, including
the Named Tenant, known as an ImClone Tenant) may, without Landlords
consent, assign this Lease or sublease all or any portion of the Premises,
provided and upon the condition that: (i) Tenant shall then be (a) current in
its monetary obligations and not in monetary default under this Lease, and (b)
not in non-monetary default beyond the expiration of any applicable notice and
cure period under the Lease, at the time of the sublease or assignment; (ii)
Tenant shall have given to Landlord, no later than ten (10) business days prior
to the effective date of the assignment or subletting, a draft of the
assignment or sublease instrument and all documents to be executed in connection
therewith and information concerning the subtenant or assignee and its use of
the Premises, accompanied by a notice, which shall be given by certified mail
return receipt requested, to the attention of Sam Rosenblatt, which shall
state, in bold-faced capitalized letters, the following: ATTACHED HERETO IS A SUBLEASE OR ASSIGNMENT OFLEASE.LANDLORDS
CONSENT IS NOT REQUIRED FOR THIS TRANSACTION. HOWEVER, PURSUANT TO ARTICLE 8 OF
THE 4th MODIFICATION
OF LEASE AGREEMENT, UNDER CERTAIN CIRCUMSTANCES LANDLORD IS ENTITLED TO
RECAPTURE THE PREMISES, PROVIDED LANDLORD RESPONDS WITHIN TEN (10) BUSINESS DAYS OF THE GIVING OF THIS NOTICE.;(iii) Tenant shall have given to Landlord, on or prior to the
effective date of the assignment or subletting, a fully executed copy of the
assignment or sublease instrument and all documents executed in connection
therewith, which instruments and documents shall substantially conform to the
draft versions previously submitted to Landlord in accordance with clause
B(ii) or otherwise Tenant shall be required to again comply with the
provisions of clause B(ii); (iv) the assignee or subtenant shall not be
entitled to sovereign immunity; (v) the nature of the occupancy of the assignee
or subtenant will not cause an excessive density of employees or traffic or
make excessive demands on the Buildings services or facilities or lessen the
dignity or character of the Building; (vi) the assignee or subtenant will not
be a disreputable person or entity; (vii) such assignee or sublessee shall use
the Demised Premises only for a Permitted Use and in no event for a Prohibited
Use; and (viii) such assignment or subletting shall otherwise comply with the
terms and conditions of this Article 77, to the extent applicable.  C.Assignments.  (i)Any
assignment or transfer of this Lease shall be made only if, and shall not be
effective until, the assignee shall execute, acknowledge and deliver to
Landlord an agreement whereby the assignee shall assume, from and after the
effective date of such assignment (or, in the case of an Acquiring Entity or a
Successor Entity (as such terms are defined in Section H hereof), from
and after the Commencement Date) the obligations of this Lease on the part of
Tenant to be performed or observed and whereby the assignee shall agree that
the provisions of this Article 77 shall, notwithstanding such assignment
or transfer, continue to be binding upon such assignee in respect of all future  7


assignments and transfers. The Named Tenant and any subsequent assignor
of this Lease covenants that, notwithstanding any assignment or transfer,
whether or not in violation of the provisions of this Lease, and
notwithstanding the acceptance of any of the Minimum Rent and/or Additional Rent
by Landlord from an assignee, transferee, or any other party, the Named Tenant
(and any subsequent assignor of this Lease) shall remain fully liable for the
payment of the Minimum Rent and Additional Rent and for the other obligations
of this Lease on the part of Tenant to be performed or observed. The joint and
several liability of Tenant and any immediate or remote successor in interest
of Tenant and the due performance of the obligations of this Lease on Tenants
part to be performed or observed shall not be discharged, released or impaired
in any respect by any agreement or stipulation made by Landlord extending the
time of, or modifying any of the obligations of, this Lease, or by any waiver
or failure of Landlord to enforce any of the obligations of this Lease. The
listing of any name other than that of Tenant, whether on the doors of the
Premises or the Building directory, or otherwise, shall not operate to vest any
right or interest in this Lease or in the Premises.  (ii)In
addition, it shall be a condition of the occurrence of an assignment to an
Acquiring Entity or a Successor Entity that:  a.Such
entity shall, immediately following the assignment, have (i) current assets of
at least $995 million; (ii) a net worth of at least $995 million; and (iii) a
market capitalization of at least $4.4 billion (except that if the Acquiring
Entity or Successor Entity is not a publicly traded entity, then the terms of clause
(iii) shall not apply), all computed in accordance with generally accepted
accounting principles (the foregoing known collectively as the Financial
Criteria), which the parties agree is the approximate Financial Criteria
applicable to Tenant as of June 30, 2004; and  a.Landlord
shall have been delivered, at least ten (10) business days prior to the
effective date of such assignment, proof reasonably satisfactory to Landlord
that the assignee will meet the Financial Criteria, as evidenced by financial
statements prepared by the assignees independent certified public accountant
in a form reasonably satisfactory to Landlord.  (iii)Subject
to the terms herein, (i) a transfer (however accomplished, whether in a single
transaction or in a series of unrelated transactions) of stock (or any other
mechanism such as the issuance of additional stock, a stock voting agreement,
or changes in class or classes of stock) which results in a change of control
of Tenant, and (ii) a transfer (by one or more transfers) of an interest in the
distributions of profits and losses of any partnership or joint venture (or any
other mechanism such as the creation of additional general partnership or
limited partnership interests) which results in a change of control of Tenant
shall be deemed an assignment of this Lease, except that the transfer of the
outstanding capital stock of Tenant by persons or parties though the over the
counter market or through any recognized stock exchange, (other than those
deemed insiders within the meaning of the Securities Exchange Act of 1934, as
amended) shall not be deemed an assignment of this Lease. For purposes of this Article
77, the term control shall mean, (1) ownership or voting control,
directly or indirectly, of more than fifty (50%) percent of the outstanding
voting stock of a corporation or other majority equity interest if Tenant is
not a corporation, or (2) an interest which includes the ability to control the
management of the applicable entity, including without limitation, a general
partner interest.  8


D.Subletting.
With respect to each and every sublease or subletting under the provisions of
this Lease, it is further agreed that:  (i)No
sublease shall be for a term (including any renewal rights contained in the
sublease) extending beyond the expiration date of the initial term of this
Lease;  (ii)No
sublease shall grant to the subtenant any greater rights or impose on the
subtenant any lesser obligations (other than the payment of rent and other than
modifications made solely to limit the subtenants obligations so as to cover
only the subleased premises) than the rights granted to and obligations imposed
on Tenant pursuant to the Lease;  (iii)No
sublease shall be valid, and no subtenant shall take possession of the Premises
or any part thereof, until an executed counterpart of the Sublease (and all
ancillary documents executed in connection with such subtenants occupancy of
the Premises or with respect to or modifying such sublease) has been delivered
to Landlord;  (iv)Each
sublease shall provide that, subject to the provisions of any Landlords
Nondisturbance Agreement (as hereinafter defined) between Landlord and the
subtenant thereunder, such sublease shall be subject and subordinate to this
Lease and to any matters to which this Lease is or shall be subordinate, and
that in the event of termination, reentry or dispossession by Landlord under
this Lease Landlord may, at its option (unless Landlord shall have delivered a
Landlord Non-Disturbance Agreement, as hereinafter defined), take over all of
the right, title and interest of Tenant, as sublessor, under such sublease, and
such subtenant shall, at Landlords option (unless Landlord shall have
delivered a Landlord Non-Disturbance Agreement), attorn to Landlord pursuant to
the then executory provisions of such sublease, except that Landlord shall not
be (i) liable for any previous act or omission of Tenant under such sublease,
(ii) subject to any credit, offset, claim, counterclaim, demand or defense
which such subtenant may have against Tenant, (iii) subject to any free or
abated rent provided or to be provided to the subtenant thereunder; (iv) bound
by any previous modification of such sublease which does not comply with the
terms of this Lease and which has not been provided to Landlord, or by any
previous payment of any amount due under this Lease more than one (1) month in
advance of the due date thereof, (v) bound by any covenant of Tenant to
undertake or complete any construction of the Premises or any portion thereof,
(vi) required to account for any security deposit of the subtenant other than
any security deposit actually delivered to Landlord by Tenant, (vii)
responsible for any monies (including without limitation any work allowance)
owing by Tenant to the credit of subtenant, (viii) bound by any obligation to
make any payment to such subtenant or grant any credits, except for services,
repairs, maintenance and restoration provided for under the sublease to be
performed after the date of such attornment, or (ix) required to remove any
person occupying the Premises or any part thereof (the matters described in the
foregoing clauses (i) through (ix) being herein collectively called the Excluded
Obligations);  (v)Each
sublease shall provide that the subtenant may not assign its rights thereunder
or further sublet the space demised under the sublease, in whole or in part,
except with Landlords prior written consent (it being agreed that a change of
control, as defined herein, of any subtenant shall be deemed to be an
assignment of such sublease); and  9


(vi)Each
subletting shall be subject to all of the covenants, agreements, terms,
provisions and conditions contained in this Lease. The Named Tenant shall and
will remain fully liable for the payment of the Minimum Rent and Additional
Rent due and to become due hereunder and for the performance of all the
covenants, agreements, terms, provisions and conditions contained in this Lease
on the part of Tenant to be performed and all acts and omissions of any
licensee or subtenant or anyone claiming under or through any subtenant which
shall be in violation of any of the obligations of this Lease, and any such
violation shall be deemed to be a violation by Tenant. Tenant further agrees
that notwithstanding any such subletting, no other and further subletting of
the Premises by Tenant or any person claiming through or under Tenant shall or
will be made except upon compliance with and subject to the provisions of this
Article.  E.Landlords
Non-Disturbance Agreement.  Upon Tenants
request, Landlord shall enter into a Landlords Non-Disturbance Agreement with
the subtenant under any sublease complying with all of the terms of this Article
77 (including, without limitation Section D hereof), provided that:  (i)such
sublease demises not less than one (1) full floor of the Building;  (ii)such
sublease provides for rentals which are equal to or in excess of the Minimum
Rent and all Additional Rent then payable hereunder (prorated on a square-foot
basis for a sublease of less than all of the Premises) (hereafter, Minimum
Sub-Rent) or, in the alternative, provides for a rental rate that is less
than the Minimum Sub-Rent, but will automatically increase to the Minimum
Sub-Rent in the event of a termination of this Lease and the attornment of the
subtenant to Landlord; and  (iii)such
subtenant shall have delivered a security deposit equal to at least four (4)
months Minimum Rent payable thereunder.  For purposes hereof, the
term Landlords Non-Disturbance Agreement shall mean an agreement on
Landlords standard form between Landlord and any subtenant of at least one
full floor of the Premises wherein Landlord agrees that, provided such
subtenant is not then in default of its sublease obligations beyond the
expiration of any applicable notice and cure period and provided further that
Landlord shall have no obligation for any Excluded Obligations (as such term is
defined in Section D(iv) hereof), it shall not disturb such subtenants
possession of the subleased premises upon the termination of this Lease and
shall recognize such subtenant upon the then executory terms of such sublease.  F.Profit
Recapture.  Tenant shall pay to
Landlord as Additional Rent, a sum equal to 50% of (x) any Minimum Rent and
Additional Rent or other consideration paid to Tenant by any assignee or
subtenant which is in excess of the Minimum Rent and Additional Rent then being
paid by Tenant to Landlord pursuant to the terms hereof, and (y) any other
profit or gain realized by Tenant from any such assignment or subletting, after
deducting in both such cases Tenants out-of-pocket reasonable (i) legal fees,
marketing and advertising costs, brokerage commission, fees payable to Landlord
under this Article 77, and architects fees directly incurred in
connection with such sublease or assignment, (ii) work incurred in connection
with preparing the Premises for occupancy by such sublessee or assignee, and
(iii) any cash contributions (or so-called tenant improvement allowances)
payable to subtenant, such expenses to be amortized over the term of the
sublease (in the case of a sublease) or over the term of this Lease (in the
case of an assignment where the consideration is not paid in a lump sum on the
date of such assignment). If only a part of the Premises is sublet, then the
rent paid therefore by Tenant to Landlord shall be equitably apportioned. The
terms of this Paragraph F shall not apply to an assignment or subletting
to a  10


corporation or other
entity into which Tenant shall be merged or consolidated (a Successor
Entity), an entity which acquires all or substantially all of the assets,
stock, or other equity interest of Tenant (an Acquiring Entity), or an
entity which controls, is controlled by, or is under common control with Tenant
(a Related Entity).  G.Landlords
Cancellation Right.  Notwithstanding
anything to the contrary herein, in the event of (i) an assignment of this
Lease, or (ii) a subletting of all or a portion of the Demised Premises where,
upon the making of such sublease, more than fifty percent (50%) of the Demised
Premises shall be subleased to parties who are not ImClone Tenants, Landlord
shall have the option to (x) in the event of an assignment, cancel this Lease,
or (y) in the event of a sublease, cancel this Lease proportionately with
respect to the proposed subleased premises, by giving Tenant written notice of
its intention to do so within ten (10) business days of the giving of the
notice described in Paragraph B hereof, in which event such cancellation
shall become effective on the effective date of such proposed subletting or
assignment, with the same force and effect as if said cancellation date were
the date originally set forth as the expiration date of the term of this Lease.
The terms of this Paragraph Gshall not apply to an assignment or
subletting to a Successor Entity, an Acquiring Entity, or a Related Entity.  H.Lab
Space License.        Tenant shall
have the right, without obtaining Landlords consent, without prior notice to
Landlord (except as hereafter provided) and without being subject to the terms
of Paragraphs F and G hereof, from time to time, subject to all
of the provisions of this Lease, to permit portions of the Lab Space to be used
or occupied under so-called lab sharing arrangements by any individual or
entity with whom Tenant has a significant ongoing business relationship other
than as tenants of the Lab Space, such as, by way of example, Tenants
licensees and franchisees (each such lab space user, a Lab Space User):
provided, that (i) any such use or occupancy of Lab Space shall be
without the installation of demising walls separating such Lab Space, any
separate entrance or any signage identifying such Lab Space User, (ii) at any
time during the term, the aggregate of the rentable square footage then used by
Lab Space Users pursuant this Section Lshall not exceed fifteen percent
(15%) of the then rentable square footage of the Lab Space, (iii) each Lab
Space User shall use the Premises in accordance with the applicable provisions
of this Lease, and only for the use expressly permitted pursuant to this Lease,
(iv) in no event shall the use of any portion of the Premises by a Lab Space
User create or be deemed to create any right, title or interest of such Lab
Space User in any portion of the Premises or this Lease, (v) such lab sharing
arrangement shall terminate automatically upon the termination of this Lease or
in the event that such Lab Space User is causing excessive traffic in the
Building or is detrimental to the operation and use of the Building, (vi)
Tenant shall receive no rent or other payment or consideration for the use or
occupancy of any space in the Lab Space by any Lab Space User in excess of an
allowable share of the Rent reserved hereunder, and (vii) such lab sharing
arrangement is for a valid business purpose and not to circumvent the
provisions of this Article. No later than five (5) business days prior to
entering into any such lab sharing arrangement, Tenant shall notify Landlord in
writing of its plan to provide any space in the Lab Space to a Lab Space User,
which notice shall include the rentable square feet of the Lab Space to be
occupied by such Lab Space User, together with a copy of the agreement relating
to the use or occupancy of such portion of the Premises by such Lab Space User.
The rights granted to Tenant in this Section shall be personal to ImClone
Tenants.  I.Expedited
Arbitration.     In the event of a
dispute with respect to an assignment, subletting or licensing under the terms
of this Article 77, either party may submit such dispute to arbitration,
within twenty (20) days of the occurrence of the event giving rise to such
dispute (time being of the essence) in The City of New York in accordance with
the rules and regulations for  11


commercial matter of the
American Arbitration Association in New York or its successors (AAA).
Any such dispute shall be resolved by a single arbitrator jointly selected by
the parties within five (5) business days after the giving of the notice of
arbitration by the party so requesting to the other, or if the parties are
unable to agree on, or fail or refuse to select, an arbitrator within such five
(5) business day period, either party, upon notice to the other, may request
such appointment by the AAA. However, if the AAA is not then in existence or
does not desire to act, then either party may apply to any judge or a court of
competent jurisdiction in the State of New York for the appointment of an
arbitrator to hear the parties and determine the matter. The ruling or
determination of the arbitrator shall be final and binding upon the parties,
whether or not a judgment shall be entered in any court; however, judgment upon
the award rendered may not be entered in any court having jurisdiction. Any
decision made by an arbitrator pursuant to this provision shall be made within
twenty (20) days from the appointment of such arbitrator. In rendering its
decision and award the arbitrator shall have no power to modify any of the
provisions of this Lease, and the jurisdiction or the arbitrator is limited
accordingly. The fees of the arbitrator shall be paid by the non-prevailing
party. Landlord and Tenant shall each have the right to appear and be
represented by counsel before said arbitrator and to submit such data and
memoranda in support of their respective positions in the matter in dispute as
may be reasonably necessary or appropriate in the circumstances.  J.Landlords
Expenses.       Tenant shall pay all
of Landlords reasonable out of pocket costs and expenses directly incurred in
connection with its review of any sublease, assignment, subtenant or assignee.  K.Prohibited
Uses.Notwithstanding
anything to the contrary herein, in no event shall the Premises be used for any
of the following uses (collectively, Prohibited Uses): (a) a banking,
trust company, safe deposit business, a savings and loan association, or a loan
company operating an off the street business to the general public at the
Premises, (b) the sale of travelers checks and/or foreign exchange, (c) a
stock brokerage office or for stock brokerage purposes operating an off the
street business to the general public at the Premises, (d) a restaurant, bar
or catering facility, or for the sale of confectionery, soda, beverages,
sandwiches, ice cream or baked goods (except if expressly provided otherwise
elsewhere in this Lease), (e) the business of photographic reproductions and/or
offset printing (except that Tenant and its permitted assignees, subtenants and
occupants may use part of the Premises for photographic reproductions and/or
offset printing in connection with, either directly or indirectly, its own
business and/or activities), (f) an employment or travel agency (other than a
corporate or wholesale travel agency which does not operate an off the street
business to the general public at the Premises), (h) a school, classroom or
training facility (other than a training facility for Tenants employees), (i)
medical, dental or psychiatric offices, (j) conduct of an auction, (k) gambling
activities, (1) a messenger service, (m) a salon, (n) the giving of massages,
or (o) the conduct of obscene, pornographic or similar disreputable activities.  9.Tenants
Alterations.  A.Landlords
Consent.        Notwithstanding
anything to the contrary in the Lease, Landlord shall not unreasonably withhold
or delay its consent to any Tenants alterations, provided such alterations are
nonstructural, do not affect the Buildings heating, electrical, plumbing,
mechanical or other Building systems, and do not cause any vertical
penetrations in the Building. In the event Landlord fails to approve or reject
Tenants request to perform (x) a Specialty Alteration (as hereinafter defined)
within thirty (30) days of Tenants request, (y) an alteration that is not a
Specialty Alteration within twenty (20) days of Tenants request, or (z) any
resubmission of alteration plans within ten (10) days of Tenants request,
Landlords consent shall be deemed given; provided Tenants request is made by
notice given to Landlord,  12


by certified mail return
receipt requested, to the attention of Sam Rosenblatt, and which shall state,
in bold-faced capitalized letters, the following WE HEREBY REQUEST YOUR CONSENT TO AN ALTERATION. PURSUANT TO PARAGRAPH 9
OF THE 4TH MODIFICATION OF LEASE AGREEMENT, LANDORDS APPROVAL SHALL
BE DEEMED GIVEN TO SUCH ALTERATION IF LANDLORD FAILS TO RESPOND TO (I) A
SPECIALTY ALTERATION WITHIN 30 DAYS OF THIS REQUEST; (II) AN ALTERATION THAT IS
NOT A SPECIALTY ALTERATION WITHIN 20 DAYS OF THIS REQUEST; AND (III) A
RESUBMISSION WITHIN 10 DAYS OF THIS REQUEST.  B.Modification
of Original Lease.  For so long as
the Named Tenant or any Successor Entity, Acquiring Entity or Related Entity is
the occupant of the portion of the Premises where any alteration is proposed,
Section 44(D) of the Original Lease shall not apply to such alteration.  C.Restoration.  Upon the applicable Expiration Date or sooner
termination of the Lease, Tenant, at its sole cost and expense and subject to
the terms hereinafter provided, shall remove all Specialty Alterations (as
hereinafter defined) from the applicable portion of the Premises and restore
the portion of the Premises subject to such Specialty Alterations to a vacant,
demolished, and broom-clean condition (such work being hereinafter referred to
as the Restoration Work). To the extent that any Restoration Work
constitutes an alteration under this Lease, such alteration shall be subject to
the terms and conditions of this Lease with respect to alterations. Specialty
Alterations shall mean any and all: changes to the Buildings electrical
system to accommodate Tenant; vertical penetrations, roof equipment and roof penetrations,
Lab Space (including, without limitation, any and all laboratories, testing
areas, research facilities, manufacturing areas and equipment, animal equipment
and cages, and animal testing facilities), vaults, ADA compliant bathroom(s),
internal staircases, slab penetrations, dumbwaiters, raised floors, vertical
(between floors of the Building) transportation systems, cabling and equipment
located in space outside of the Premises (including, without limitation, risers
or other installations installed in any elevator shaft in the Building) and
other installations made by or at the direction of Tenant which penetrate the
slabs between the floors of the Building, and other unique or specialized
installations of similar character or nature. Tenants obligation and liability
with respect to the removal of Specialty Alteration(s) and the performance of
the Restoration Work shall survive the Expiration Date or sooner expiration or
termination of the Lease.  10.Subordination.  A.Non-Disturbance
Agreements.  Notwithstanding anything
to the contrary in the Lease, the subordination of the Lease to any superior
mortgages and ground and underlying leases existing on the date hereof shall
only be effective if the holder thereof shall grant to any ImClone Tenant a
so-called non-disturbance agreement which shall be on such mortgagees or
ground or underlying lessors standard form (provided that it shall be binding
upon and inure to the benefit of any assignee that is an ImClone Tenant);
subject, however, to the provisions hereof. Notwithstanding the foregoing,
Landlord shall have no obligation to deliver a non-disturbance agreement for
the benefit of Tenant if Tenant shall be in default of any monetary obligation
or material non-monetary obligation hereunder beyond the expiration of any
applicable notice and/or grace period. In addition, Landlord agrees to request
and use commercially reasonable efforts to obtain, from any future superior
mortgagees and ground and underlying lessors a non-disturbance agreement for
the benefit of Tenant.  B.Tenants
Obligations.  In connection with the
delivery of a non-disturbance agreement as set forth above, Tenant must (a)
provide to any such mortgagee or ground or underlying lessor all such
information as such party may  13


reasonably require within
twenty (20) days following request by Landlord, including without limitation,
financial statements certified by Tenants certified public accountant, (b)
execute, acknowledge and return within twenty (20) days the form of
non-disturbance agreement provided by such mortgagee or ground or underlying
lessor, and (c) pay all of such mortgagees or ground or underlying lessors
costs and counsels fees in connection therewith. If Tenant does not deliver
any such requested financial information or execute the standard form of such
agreement provided by any mortgagee or ground or underlying lessor, Tenant
acknowledges that Landlord shall have satisfied its obligation pursuant to this
Section 10 and the Lease shall be subordinate to such mortgage, ground
or underlying lease, notwithstanding anything herein to the contrary.  11.Modifications
to Lease.  A.As
of January 1, 2005, the following provisions are hereby deleted from the Lease:
(i) Sections 58(G) and 58(M) of the Original Lease (provided,
however, that in the event Tenant shall grant a security interest in, or
otherwise encumber, any personalty or equipment in the Premises, nothing herein
shall be deemed to grant the secured party (x) any rights greater than Tenants
under this Lease; (y) any additional time to remove from the Premises any
secured property; or (z) the right to receive any additional notices
hereunder); (ii) Articles 4, 5 and 15 of the First
Modification; (iii) Articles 4, 5. and 15 of the Second
Modification; and (iv) Articles 4, 13 and 14 of the Third
Modification.  B.Articles
6 and 50 of the Original Lease are hereby modified to provide that Tenant
is not obligated to make any structural alterations in order to cure any
violations, unless the same arise from Tenants manner of use of the Premises
or any alterations made in the Premises by Tenant  C.Article
17(1) of the Original Lease is hereby modified by deleting all occurrences
of the words fifteen (15) and replacing these with thirty (30).  D.The
following language is hereby added to the fifth line of Article 17(2) of the
Original Lease after the words herein required: for a period of five (5)
business days after the same is due.  E.The
following is hereby added to the end of Article 20 of the Original Lease:
In exercising its rights under this Article 20, Landlord shall use reasonable
efforts to minimize interference with Tenants operations in the Premises,
except that nothing herein shall obligate Landlord to employ overtime labor.  F.Article
62 of the Original Lease is hereby modified so as to replace the words
five (5) days in the first line with the words ten (10) days, and so as to
replace the words five cents in the fourth line with two cents.  G.Notwithstanding
anything to the contrary in Article 68 of the Original Lease, Tenant
shall be obligated to discharge any mechanics lien, and to file a release or
satisfaction thereof, within thirty (30) days of the giving of notice thereof by
Landlord.  12.Security
Deposit  A.Increase
in Security Deposit.  The parties
acknowledge that Landlord is presently holding a security deposit in the amount
of $292,458.84, and that such security deposit is being held by Landlord in
accordance with Article 32 of the Original Lease.  Such security deposit is hereby increased to
the sum of $332,264.67 and accordingly Tenant is hereby simultaneously
delivering to Landlord the sum of $39,805.83 so as to accordingly increase the
security  14


deposit. Such sum shall
be held subject to and in accordance with Articles 32 and 79 of
the Original Lease in an FDIC insured interest bearing bank account.  B.Reduction
in Security Deposit.    Provided that
(i) Tenant shall not then be in (x) monetary default, or (y) non-monetary
default beyond the expiration of any applicable notice and cure period, under
any of its obligations under this Lease, and (ii) Tenant shall have vacated and
surrendered possession of the Short-Term Space and shall have otherwise
complied with all of Tenants obligations hereunder with respect to the
surrender and restoration of the Short-Term Space, then within thirty (30) days
following the Short-Term Space Expiration Date, the security deposit shall
reduce to the sum of (x) $148,548.93, plus (y) any ROFO Security Deposits (as
hereinafter defined), and Landlord shall return to Tenant any portion of the
security deposit then held by Landlord in excess of such sum, together with
interest thereon.  C.Administrative
Fee and Interest.  Landlord shall be
entitled to deduct from any interest earned on the security deposit, as an
administrative fee and in lieu of any other administrative and custodial
charges with respect thereto, a fee equal to the lesser of (i) one percent (1%)
per annum, and (ii) the amount of such interest. Provided Tenant is not then in
default under the Lease, upon Tenants request, any interest earned on the
security deposit shall be payable annually to Tenant (after first deducting
payment of the foregoing fee).  13.Renewal
Terms.  A.Short-Term
Space Renewal Terms.         Provided
that Tenant shall then be (a) current in its monetary obligations and not in
monetary default under the Lease, and (b) not in non-monetary default beyond
the expiration of any applicable notice and cure period under the Lease, either
at the time of the exercise of the options hereinafter described or at the time
of commencement of the applicable Short-Term Space Renewal Term (as hereinafter
defined), Tenant shall have the right:  (iii)to
renew the term of the Lease with respect to the Short-Term Space only for the
period from January 1,2008 through December 31, 2008 (the First Short-Term
Space Renewal Term); and  (iv)to
renew the term of the Lease with respect to the Short-Term Space only for the
period from January 1, 2009 through December 31, 2009 (the Second
Short-Term Space Renewal Term).  The First Short-Term
Space Renewal Term and the Second Short-Term Space Renewal Term are each also
known as a Short-Term Space Renewal Term and collectively as the Short-Term
Space Renewal Terms.  Each
Short-Term Space Renewal Term shall be upon the same terms as in the Lease, as
modified hereby, except that (i) the Minimum Rent during each of the Short-Term
Space Renewal Terms shall be determined as provided in Paragraph C below;
and (ii) except for the Short-Term Space Renewal Terms, Tenant shall have no
additional right to renew the term of the Lease in respect of the Short-Term
Space.  B.Short-Term
Space Renewal Term Notices.  If
Tenant so elects to exercise either of the Short-Term Space Renewal Terms,
Tenant shall give written notice (Tenants Short-Term Space Renewal Notice)
to Landlord of such election (x) on or before the day that is nine (9) months
prior to the commencement of the First Short-Term Space Renewal Term, and (y)
on or before the day that is four (4) months prior to the commencement of the Second
Short-Term Space Renewal Term. Upon Landlords receipt of Tenants Short-Term
Space Renewal Notice, the Lease, subject to the provisions of this Section
13, shall be automatically extended for the applicable Short-Term Space
Renewal Term with the same force and effect as  15


if such Short-Term Space
Renewal Term had been originally included in the Term.  C.Short-Term
Space Renewal Term Minimum Rent.  (i)If
Tenant elects to renew the term of the Short-Term Space for the First
Short-Term Space Renewal Term, the annual Minimum Rent for the Short-Term Space
only shall be at the rate of $1,131,302.25 per annum ($94,275.18 per month).  (ii)If
Tenant elects to renew the term of the Short-Term Space for the Second
Short-Term Space Renewal Term, the annual Minimum Rent for the Short-Term Space
only shall be at the rate of $1,160,310.00 per annum ($96,692.50 per month).  D.Long-Term
Space Renewal Terms.  Provided that
Tenant shall then be (a) current in its monetary obligations and not in
monetary default under the Lease, and (b) not in non-monetary default beyond
the expiration of any applicable notice and cure period under the Lease, either
at the time of the exercise of the options hereinafter described or at the time
of commencement of the applicable Long-Term Space Renewal Term (as hereinafter
defined), Tenant shall have the right:  (i)to
renew the term of the Lease with respect to the Long-Term Space only for the
period from January 1, 2015 through December 31, 2019 (the First Long-Term
Space Renewal Term), and  (ii)to
renew the term of the Lease with respect to the Long-Term Space only for the
period from January 1,2020 through April 30, 2023 (the Second Long-Term
Space Renewal Term).  The First Long-Term Space
Renewal Term and the Second Long-Term Space Renewal Term are each also known as
a Long-Term Space Renewal Term and collectively as the Long-Term
Space Renewal Terms. Each Long-Term Space Renewal Term shall be upon the
same terms as in the Lease, as modified hereby, except that (i) the Minimum
Rent during each of the Long-Term Space Renewal Terms shall be determined as
provided in Paragraph F below; (ii) the Base Tax for each Long-Term
Space Renewal Term shall mean the Taxes payable for the calendar year
commencing on January 1 of the first year of each such Long-Term Space Renewal
Term and ending on December 31 of that same calendar year; and (iii) except for
the Long-Term Space Renewal Terms, Tenant shall have no additional right to
renew the term of the Lease in respect of the Long-Term Space. Any ROFO Space
(as such term is hereinafter defined) that shall be incorporated into the
Premises in accordance with Section 14(A) hereof shall, for the purpose
of this Section 13,be deemed to be Long-Term Space.  E.Long-Term
Space Renewal Term Notices.  If
Tenant elects to exercise either of the Long-Term Space Renewal Terms, Tenant
shall give written notice (Tenants Long-Term Space Renewal Notice) to
Landlord of such election on or before the day that is nine (9) months prior to
the commencement of the applicable Long-Term Space Renewal Term, it being agreed
that the day that is nine (9) months prior to the commencement of the applicable
Long-Term Space Renewal Term shall hereafter be referred to as the Notice
Date. Upon Landlords receipt of Tenants Long-Term Space Renewal Notice,
the Lease, subject to the provisions of this Section 13, shall be
automatically extended for the applicable Long-Term Space Renewal Term with the
same force and effect as if such Long-Term Space Renewal Term had been
originally included in the Term.  16


F.Long-Term
Space Renewal Term Minimum Rent.  (i)If
Tenant elects to renew the term of the Long-Term Space for the First Long-Term
Space Renewal Term, the annual Minimum Rent for the Long-Term Space for the period
from January 1, 2015 through December 31, 2015 shall be at the greater of (a)
the sum of (i) the annual Minimum Rent for the Long-Term Space payable
immediately prior to commencement of the First Long-Term Space Renewal Term,
including any ROFO Minimum Rent, as hereinafter defined (the parties agreeing
that such sum shall be $1,012,333.50 prior to inclusion of any ROFO Minimum
Rent), and (ii) the annual Tenants Tax Payment for the Long-Term Space payable
immediately prior to commencement of the First Long-Term Space Renewal Term,
including, without limitation, any ROFO Tax Payment, as hereinafter defined
(the parties agreeing that for purposes of the calculations to be made in this Paragraph
F the Tenants Share for the Long-Term Space, excluding any ROFO Space, is
deemed to be 8.76%), and (b) 95% of the FMV (as hereinafter defined).
Commencing on January 1, 2016, and on the first day of each and every year
thereafter during the First Long-Term Space Renewal Term, the Minimum Rent
shall be increased by the greater of (i) 2.777% of the Minimum Rent payable
immediately prior thereto, and (ii) the CPI Increase (as hereinafter defined).  (ii)If
Tenant elects to renew the term of the Long-Term Space for the Second Long-Term
Space Renewal Term, the annual Minimum Rent for the Long-Term Space for the
period from January 1, 2020 through December 31, 2020 shall be at the greater
of (a) the sum of the annual Minimum Rent and the annual Tenants Tax Payment
payable with respect to the Long-Term Space under the Lease for the Long-Term
Space on December 31, 2019, and (b) 95% of the FMV (as hereinafter defined).
Commencing on January 1, 2021, and on the first day of each and every year
thereafter during the Second Long-Term Space Renewal Term, the Minimum Rent
shall be increased by the greater of (i) 2.777% of the Minimum Rent payable
immediately prior thereto, and (ii) the CPI Increase (as hereinafter defined).  G.FMV
Determination.  The FMV with respect
to each of the Long-Term Space Renewal Terms shall be determined by the mutual
written agreement of Landlord and Tenant. In the event that Landlord and Tenant
shall not have reached mutual agreement as to the FMV on or before the day that
is sixty (60) days following the Notice Date, then Landlord and Tenant each
shall, no later than the day that is seventy-five (75) days following the
Notice Date, select a Real Estate Appraiser (as hereinafter defined). If either
party shall fail to so appoint a Real Estate Appraiser, the one Real Estate
Appraiser so appointed shall proceed to determine the FMV. In the event that
the Real Estate Appraisers selected by Landlord and Tenant agree as to the FMV,
said determination shall be binding on Landlord and Tenant. In the event that
the Real Estate Appraisers selected by Landlord and Tenant cannot agree as to
the FMV on or before the day that is one hundred five (105) days following the
Notice Date, then said Real Estate Appraisers shall jointly select a third Real
Estate Appraiser, provided that if they cannot agree on the third Real Estate
Appraiser on or before the day that is one hundred twenty (120) days following
the Notice Date, then said third Real Estate Appraiser shall be selected in
accordance with the rules prescribed by the American Arbitration Association in
New York, New York (or any successor thereto). The FMV shall then be determined
by the third Real Estate Appraiser no later than the day that is one hundred
fifty (150) days following the Notice Date and said determination shall be
binding on Landlord and Tenant.  The appraisal
shall be conducted in accordance with the provisions of this Section and, to
the extent not inconsistent herewith, in accordance with the prevailing rules
of the American Arbitration Association in New York (or any successor thereto).
The final determination of the Real Estate Appraiser(s) shall be in writing and
shall be binding and conclusive upon the parties, each of which shall receive  17


counterpart copies
thereof. In rendering such decision the Real Estate Appraiser(s) shall not add
to, subtract from or otherwise modify the provisions of this Lease. Landlord
and Tenant shall each pay the fees of their respective Real Estate Appraisers.
The fees of the third Real Estate Appraiser, if any, shall be divided evenly.
If by the commencement of the applicable Long-Term Space Renewal Term, or the
date on which the ROFO Space shall be included in the Premises, as applicable,
the Minimum Rent pursuant to this Paragraph D shall not have been
determined by the Real Estate Appraiser(s), Tenant shall pay Minimum Rent
hereunder until such determination is made at a rate reasonably estimated by
Landlord as the appropriate Minimum Rent for the Premises for such period,
subject to adjustment upon determination of such Minimum Rent whether by
appraisal by the Real Estate Appraiser(s) as hereinabove provided or by
agreement of Landlord and Tenant. Upon such determination, Tenant shall
promptly pay to Landlord any underpayment of Minimum Rent and, in the event of
any overpayment of Minimum Rent during such period, Landlord shall credit the
amount of such overpayment of Minimum Rent against the payments of Minimum Rent
next coming due until such time as the overpayment has been fully credited to
Tenant.  H.Definitions.            As
used herein:  (i)The
term FMV shall mean the anticipated annual fair market rental value of
the Premises as if constructed with a customary office space installation
consistent with the nature of the Building, on the commencement date of the
applicable Long-Term Space Renewal Term, where such fair market value is
calculated by considering all relevant market factors.  (ii)The
term Real Estate Appraiser shall mean a qualified and impartial person
being a member of the Appraisal Institute and having not less than ten (10)
years experience as an appraiser of leasehold estates relating to Class B
New York County office buildings and in addition, shall have had experience
appraising leasehold estates in the vicinity of the Building.  (iii)The
term CPI Increase shall mean the percentage increase from the Base
Index to the Current Index of the Consumer Price Index (as such terms are
hereinafter defined). [By way of example only, if the Base Index shall be 102,
and the Current Index 105, then the CPI Increase shall be 2.94% (the fraction
obtained by dividing 3 by 102, and multiplying the same by 100)].  (iv)During
the First Long-Term Space Renewal Term, the Base Index shall initially
refer to the Consumer Price Index published for the month of October 2014 and
following each increase in the Minimum Rent pursuant to Section C (iii)
above, the Base Index shall refer to the Consumer Price Index published for the
subsequent October. During the Second Long-Term Space Renewal Term, the Base
Index shall initially refer to the Consumer Price Index published for the
month of October 2019 and following each increase in the Minimum Rent pursuant
to Section C (iv) above, the Base Index shall refer to the Consumer
Price Index published for the subsequent October.  (v)During
the First Long-Term Space Renewal Term, the Current Index shall
initially refer to the Consumer Price Index published for the month of October
2015, and following each increase in the Minimum Rent pursuant to Section C
(iii) above, the Current Index shall refer to the Consumer Price Index
published for the subsequent October. During the Second Long-Term Space Renewal
Term, the Current Index shall initially refer to the Consumer Price
Index published for the month of October 2020, and following each increase in
the Minimum Rent pursuant to Section C (iv) above,
the Current Index  18


shall refer to the
Consumer Price Index published for the subsequent October.  (vi)The Consumer
Price Index shall mean the Consumer Price Index for All Urban Consumers
published by the Bureau of Labor Statistics of the United States Department of
Labor, New York, N.Y. -Northeastern N.J. Area, All Items (1982-84=100), or any
successor index thereto, appropriately adjusted. In the event that the Consumer
Price Index is converted to a different standard reference base or otherwise
revised, the determination of adjustments provided for herein shall be made
with the use of such conversion factor, formula or table for converting the
Consumer Price Index as may be published by the Bureau of Labor Statistics or,
if said Bureau shall not publish the same, then with the use of such conversion
factor, formula or table as may be published by Prentice-Hall, Inc., or any
other nationally recognized publisher of similar statistical information. If
the Consumer Price Index ceases to be published, and there is no successor
thereto, such other index as Landlord shall reasonably select shall be
substituted for the Consumer Price Index.  I.Miscellaneous.     Nothing in this Section 13 shall
affect Tenants obligations to pay Additional Rent under the Lease. In the
event that Tenant exercises any option in respect of any Short-Term Space
Renewal Term or Long-Term Space Renewal Term (each also known as a Renewal
Term) in accordance with this Section 13, the term Term
shall mean the original term as extended for the applicable Renewal Term, and
the term Expiration Date shall mean the date of expiration of the
applicable Renewal Term. Any termination, cancellation or surrender of this
Lease shall terminate any right of renewal. If Tenant shall fail to exercise
the First Short-Term Space Renewal Term, it shall be deemed to have waived its
right to exercise the Second Short-Term Space Renewal Term. If Tenant shall
fail to exercise the First Long-Term Space Renewal Term, it shall be deemed to
have waived, its right to exercise the Second Long-Term Space Renewal Term.
Upon the determination of the Minimum Rent for the First Long-Term Space
Renewal Term, the Second Long-Term Space Renewal Term, and the period during
which any ROFO Space shall be included in the Premises, as applicable, Landlord
and Tenant, upon the demand of either of them, shall enter into a supplementary
agreement, to set forth such Minimum Rent. Time shall be of the essence with
respect to the exercise by Tenant of all of its options under this Article. The
rights granted to Tenant in this Section 13 shall be personal to Imclone
Tenants only.  14.Rights
of First Offer.  A.ROFO
Spaces.  Provided that Tenant shall
then be (a) current in its monetary obligations and not in monetary default
under the Lease, and (y) not in non-monetary default beyond the expiration of
any applicable notice and cure period under the Lease, and subject to the terms
hereinafter provided, Tenant will have a one-time right of first offer with
respect to any of Suite 502. Suite 504, Suite 506, Suite
512, and Suite 528 located on the fifth floor of the Building and
shown on Exhibit A annexed hereto (any such space, ROFO Space) upon
the ROFO Terms (as hereinafter defined). Set forth on Exhibit C attached
hereto and made a part hereof is a list of each ROFO Space and the expiration
dates of the leases of the existing occupants of such ROFO Space (each such
date known as a ROFO Option Date). In the event Landlord believes that
it will come into possession of any of the ROFO Spaces earlier than the
applicable ROFO Option Date, Landlord shall have the right to accelerate such
ROFO Option Date by notice given to Tenant specifying the new ROFO Option Date,
and which notice shall be given to Tenant no later than forty-five (45) days
prior to the new ROFO Option Date.  If
Tenant seeks to exercise its right to lease any of such ROFO Space upon the
ROFO Terms, Tenant shall give Landlord written notice of such right no later  19


than the date that is
nine (9) months prior to the applicable ROFO Option Date (or, in the case of
any accelerated ROFO Option Date, no later than fifteen (15) days prior to the
accelerated ROFO Option Date), time being of the essence (which notice must be
given to Landlord, by certified mail, return receipt requested, to the
attention of Sam Rosenblatt, and which must state, in bold-faced capitalized
letters, the following WE HEREBY EXERCISE OUR
RIGHT, PURSUANT TO PARAGRAPH 14 OF THE 4TH MODIFICATION OF LEASE
AGREEMENT, TO LEASE THE FOLLOWING ROFO SPACE, AS DEFINED THEREIN:
                  ).
Upon the date that Landlord shall deliver possession of such ROFO Space to
Tenant vacant, free of personalty and broom-clean (but in no event prior to the
applicable ROFO Option Date, as the same may have been accelerated), the same
shall be leased to Tenant upon the ROFO Terms.  B.Inability
to Deliver Possession.  If for any
reason Landlord shall be unable to deliver possession of any ROFO Space that
Tenant has agreed to Lease in accordance with Section A hereof on any
ROFO Option Date, Landlord shall have no liability to Tenant therefore (except
as otherwise expressly provided herein) and the validity of the Lease and this
Agreement shall not be impaired (except that no rent shall be payable with
respect to such undelivered ROFO Space), nor shall the Term be extended, by
reason thereof, and Tenant shall accept delivery of such ROFO Space when
delivered to Tenant, provided that such ROFO Space is vacant, free of
personalty and broom-clean. This Paragraph B shall be an express
provision to the contrary for purposes of Section 223-a of the New York Real
Property Law and any other law of like import now or hereafter in effect.
Notwithstanding the foregoing, in the event that Landlord shall fail to deliver
any ROFO Space to Tenant vacant, free of personalty and broom-clean within one
hundred and twenty (120) days of the specified ROFO Option Date (subject to
reasonable extensions for force majeure), Tenant may, upon twenty (20) days
prior written notice to Landlord (which notice must be given by certified mail
return receipt requested with Tenants request in bold faced capital letters
addressed to Landlord, to the attention of Sam Rosenblatt, and which notice
must state the following: PURSUANT TO PARAGRAPH 14
OF THE 4TH MODIFICATION OF LEASE, LANDLORDS FAILURE TO DELIVER POSSESSION
OF THE ROFO SPACE WITHIN TWENTY (20) DAYS OF THE DATE HEREOF SHALL RESULT IN
THE TERMINATION OF THE LEASE WITH RESPECT TO THE ROFO SPACE.), seek
to terminate this Lease with respect to such ROFO Space only, and if Landlord shall
have failed to cause the commencement date to occur with respect to such ROFO
Space prior to the end of such twenty (20) day period, the Lease shall
terminate with respect to such ROFO Space only, and the Minimum Rent and
Tenants Share shall be appropriately adjusted.  C.Tenants
Failure to Notify.If
Tenant fails to timely give the notice described in Paragraph A of this Section
14, then Landlord shall have the right to lease such ROFO Space to any
third party (whether or not identified at such time), and Landlord shall have
no obligation to offer such space to Tenant again during the initial or any
Renewal Term of this Lease.  D.Minimum
Rent.    In the event Tenant shall
have timely given the notice described in Paragraph A hereof and if such
ROFO Space shall be incorporated into the Premises as herein provided, Tenant
shall lease such ROFO Space through the Long-Term Space Expiration Date at an
annual Minimum Rent (the ROFO Minimum Rent) equal to the Then
Escalated Rent (as hereinafter defined). In addition (i) the ROFO Minimum Rent
shall increase annually through the Long-Term Space Expiration Date at the rate
of $0.75 per square foot, upon the same dates as the Minimum Rent for the Long-Term
Space shall increase, (ii) Tenants Share shall increase by the applicable
percentage shown on Exhibit C (with the Base Tax being Taxes for the 12
month period commencing on the first day of the year of the term of this Lease
for such ROFO Space) (the Tenants Tax Payment payable with  20


respect to such ROFO Space known as the ROFO Tax Payment), and
(iii) the Security Deposit shall be increased by an amount equal to two months
Minimum Rent at the annual rate payable for such ROFO Space during the period
from January 1, 2015 through December 31, 2015 (the ROFO Security
Deposit) (the foregoing known collectively as the ROFO Terms).
The Then Escalated Rent shall be an amount equal to the sum of (x) the
product obtained by multiplying (1) the per-square-foot annual Minimum Rental
Rate for the year then in effect, as shown on Exhibit C annexed hereto,
and (2) the rentable square footage of such ROFO Space, as shown on said Exhibit
C, and (y) the Tenants Tax Payment that would have been payable under this
Lease for the applicable ROFO Space on the date on which such ROFO Space shall
be incorporated into the Premises, assuming (a) the Tenants Share with respect
thereto would be as set forth on Exhibit C; and (b) the Base Tax would
be as set forth in Paragraph A of Section 5 hereof. The
parties acknowledge that the rentable square footage of each ROFO Space set
forth on Exhibit C is for the sole purpose of making the rental
calculations described herein, and that nothing herein or in said Exhibit C
or on any floor plan attached to and made a part hereof, shall be deemed to be
a representation or warranty by Landlord as to the size of the ROFO Space or
any other portion of the Premises.  E.Miscellaneous.    
Any termination, cancellation or surrender of this Lease shall terminate
any right of renewal or right of first offer. The parties shall enter into an
agreement confirming the incorporation of the ROFO Space on the ROFO Terms,
although their failure to enter into any such agreement shall not modify their
rights or obligations hereunder. Time shall be of the essence with respect to
the exercise by Tenant of all of its options under this Article. The rights
granted to Tenant in this Article shall be personal to ImClone Tenants
only.  15.Landlord Indemnification  Notwithstanding anything to the contrary in the Lease, except to the
extent caused by or arising from the acts or omissions of Tenant, its agents or
employees, Landlord shall indemnify and hold Tenant harmless from any against
any loss, cost, liability, damage and expense (including, without limitation,
reasonable attorneys fees) arising from the gross negligence or willful
misconduct in and about the Building of Landlord, its agents or employees.  16.Tenants Termination Right Following a Fire or
Casualty.  Notwithstanding anything to the contrary contained in Article 9
of the Original Lease, in the event the Premises shall be substantially damaged
as a result of a fire or other casualty, Tenant shall give Landlord written
notice of such condition and may request the opinion hereinafter described.
Within one hundred twenty (120) days after Landlords receipt of Tenants
request, Landlord shall furnish Tenant with the opinion of an independent
architect specifying whether Landlords restoration work can be substantially
completed within twelve (12) months from Landlords receipt of insurance
proceeds. If the architects opinion states that the entire Premises cannot be
so restored, then Tenant shall have the right to terminate this Lease by
written notice given to Landlord within thirty (30) days after the furnishing
of such opinion (time being of the essence). In addition, in the event of such
fire or casualty where Landlords restoration work shall not be substantially
completed within twelve (12) months from the Landlords receipt of insurance
proceeds, subject to delays for force majeure, Tenant may, within thirty (30)
days of such twelve (12) month date, as adjourned for delays for force majeure
(time being of the essence), give written notice to Landlord of its intent to
terminate this Lease, and if such restoration work shall not be substantially
completed within thirty (30) days of the giving of such notice, this Lease
shall terminate as of such thirtieth (30th)day
as if it were the Expiration Date. In addition, in the event of a fire or
casualty (x) in the Short-Term Space during the twelve (12) months prior to the
Short-Term Space Expiration Date (as the same  21


may be extended) that materially impairs Tenants use and occupancy of
the Short-Term Space, Tenant may, within thirty (30) days of such fire or
casualty (time being of the essence), give written notice to Landlord of its
intent to terminate this Lease as it applies to the Short-Term Space, or (y) in
the Long-Term Space during the twelve (12) months prior to the Long-Term Space
Expiration Date (as the same may be extended), that materially impairs Tenants
use and occupancy of the Long-Term Space, Tenant may, within thirty (30) days
of such fire or casualty (time being of the essence), give written notice to
Landlord of its intent to terminate this Lease as it applies to the Long-Term
Space, and if in either case such restoration work shall not be substantially
completed within thirty (30) days of the giving of such notice, this Lease
shall terminate as of such thirtieth (30th) day as if it were the
Expiration Date.  17.Landlord Estoppel Certificate.  Landlord shall at any time and from time to time, but not more than
twice per annum, upon not less than ten (10) days prior written notice from
Tenant, execute, acknowledge and deliver to Tenant a statement in writing
setting forth the Commencement Date, the Expiration Date and the Minimum Rent
and certifying (i) that the Lease is unmodified and in full force and is in
full effect (or if there has been any modification, that the same is in full
force and effect as modified and stating the modification), (ii) the dates to
which the Minimum Rent and Additional Rent have been paid in advance, if any
(subject however, to Landlords right to (x) furnish a Landlords statement for
a prior period and (y) bill Tenant for Additional Rent not theretofore billed,
and Tenants obligation to pay the same in accordance with this Lease), and
(iii) whether or not to the knowledge of Landlord, Tenant is in default in
performance of any of its obligations under the Lease, and if so, specifying
each default of which Landlord may have knowledge.  18.Unenforceability.  If any of the provisions of the Lease or this Agreement, or the
application thereof to any person or circumstance, shall, to any extent, be
invalid or unenforceable, the remainder of the Lease or the circumstances other
than those as to whom or which it is held invalid or unenforceable shall not be
affected thereby, and every provision of the Lease and this Agreement shall be
valid and enforceable to the fullest extent permitted by law.  19.Brokerage.  Tenant and Landlord each represents to the other that neither has dealt
with any broker or brokers other than Cushman & Wakefield, Inc. and
Olmstead Properties, Inc. (collectively, the Broker) in the
negotiation of this Agreement. Tenant and Landlord hereby indemnify and agree
to hold the other harmless from any loss, cost, damage, expense, claim or
liability arising out of any inaccuracy or alleged inaccuracy of the above
representation, including court costs and attorneys fees. Landlord shall pay
any commission due to the Broker. The provisions of this Article shall
survive the termination or expiration of this Agreement.  20.Representations.  A.Tenant.     Tenant hereby certifies that
(a) the Lease is in full force and effect and has not been modified or amended
except as herein provided, (b) Landlord has completed all improvements and made
all contributions (if any) required of Landlord under the Lease and Tenant
knows of no event which, with notice of the passage of time or both would
constitute a default by Landlord under the Lease, and (c) Tenant has made no
demand against Landlord and to its knowledge has no present right to make such
demand with respect to charges, liens, defenses, counterclaims, offsets,
claims, or credits  22


against the payment of rent or additional rent or the performance of
Tenants obligations under the Lease.  B.Landlord. Landlord hereby certifies that (a) the Lease is in full force and
effect and has not been modified or amended except as herein provided, (b)
Landlord knows of no event which, with notice of the passage of time or both
would constitute a default by Tenant under the Lease, and (c) Landlord has made
no demand against Tenant and to its knowledge has no present right to make such
demand with respect to charges, liens, defenses, counterclaims, offsets,
claims, or credits against the payment of rent or additional rent or the
performance of Tenants obligations under the Lease.  21.Ratification.  Except as modified hereby, the Lease shall remain in full force and
effect, and as modified hereby, the Lease is ratified and confirmed in all
respects. Notwithstanding anything to the contrary contained in the Original
Lease or the Modification Agreements, in the event that any term, covenant,
condition or agreement contained in the Original Lease or the Modification
Agreements shall conflict or be inconsistent with any term, covenant, condition
or agreement contained in this Agreement, the parties hereto agree that the
provisions of this Agreement shall prevail.  22.Tenant Default.  In the event the Lease is terminated pursuant to the provisions of Article 17
of the Original Lease, then in addition to the remedies Landlord may have
pursuant to Article 18 therein, Landlord may elect, at its option,
to recover from Tenant, all damages it may incur by reason of such breach,
including the cost of recovering the Premises and reasonable attorneys fees
and expenses and shall be entitled to recover as and for liquidated damages,
and not as a penalty, an amount equal to the difference between (1) the Minimum
Rent, Additional Rent and charges equivalent to rent payable hereunder for the
remainder of the stated term and (2) the reasonable rental value of the
Premises for the remainder of the stated term, which sum shall be discounted to
present value at the prime rate then published in The Wall Street Journal, all
of which shall be immediately due and payable by Tenant. In determining the
rental value of the Premises for such period, the rental realized by any
reletting shall be deemed prima facieto
be the rental value. Landlord shall not be liable in any way whatsoever for its
failure or refusal to relet the Premises or any part thereof, or if the
Premises are so relet, for its failure to collect the rent under such
reletting, and no refusal or failure to relet or failure to collect rent shall
affect Tenants liability for damages or otherwise hereunder. Nothing herein
contained shall limit or prejudice the right of Landlord to prove and obtain as
liquidated damages by reason of such termination an amount equal to the maximum
allowed by any statute or rule of law in effect at the time when, and governing
the proceedings in which, such damages are to be proved, whether or not such
amount be greater, equal to, or less than the amounts referred to herein.  23.Miscellaneous.  This Agreement may not be orally changed or terminated, nor any of its
provisions waived, except by an agreement in writing signed by the party
against whom enforcement of any changes, termination or waiver is sought. This
Agreement shall be binding upon, and inure to the benefit of the parties hereto,
their respective legal representatives, successors and assigns. Tenant
acknowledges that this Agreement shall not be binding upon Landlord until
Landlord shall have executed this Agreement and a counterpart thereof shall
have been delivered to Tenant. Tenant and Landlord each hereby represents and
warrants that it has full right, power and authority to enter into this
Agreement and that the person executing this Agreement on behalf of Tenant and
Landlord, respectively, is duly authorized to do so. This Agreement may be
executed in one  23


or more counterparts, each of which shall constitute an original and all
of which when taken together shall constitute one and the same instrument. The
parties agree that, except as herein expressly provided, this Agreement and the
Lease constitute the entire understanding between the parties with regard to
the Premises. The captions, headings and titles in this Agreement are solely
for convenience of reference and shall not affect its interpretation.  24


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.   180
  VARICK LLCBy:
  /s/
  San RosenblattName:  SAN ROSENBLATTTitle:  AUTH SIGNATORYIMCLONE
  SYSTEMS
  INCORPORATEDBy:
  /s/
  Michael HavertenName:  Michael HavertenTitle:  CFO  25


EXHIBIT A  The Premises including all
Additional Spaces  26


ALL
CONDITIONS, DIMENSIONS, AND MEASUREMENTS
ARE APPROXIMATE.  27


ALL
CONDITIONS, DIMENSIONS,
MEASUREMENTS ARE APPROXIMATE  28


ALL
CONDITIONS, DIMENSIONS, AND
MEASUREMENTS ARE APPROXIMATE.  29


30


31


32


33


34


EXHIBIT B  Existing Lease Expiration Date, Anticipated Additional
Space Commencement Date, Monthly Minimum Rent, and Tenants Share for
Additional Spaces  Additional
  Space
  
  Existing Lease Expiration
  Date; Anticipated
  Additional Space
  Commencement Date
  
  Monthly
  Minimum
  Rent
  
  Tenants Share516
  
  July 31, 2005;August 1, 2005
  
  $
  2,677.50
  
  0.36
  %518
  
  Sept, 30, 2004;Oct. 1, 2004
  
  $
  2,529.00
  
  0.34
  %522
  
  December 31, 2004;January 1, 2005
  
  $
  6,426,00
  
  0.85
  %806
  
  October 31, 2005;November 1, 2005
  
  $
  6,529.50
  
  0.87
  %808
  
  January 31, 2005;February 1, 2005
  
  $
  2,229,75
  
  0.30
  %  35


EXHIBIT C  ROFO Spaces  ROFO
  Space
  
  ROFO
  Option Date
  
  Rentable
  Square Footage
  
  Tenants Share502
  
  July 3 1,2009
  
  2,043
  
  0.61
  %504
  
  August 31, 2009
  
  2,147
  
  0.64
  %506
  
  June 30, 2009
  
  1,922
  
  0.57
  %512
  
  April 30, 2009
  
  2,322
  
  0.69
  %528
  
  October 31,2008
  
  1,588
  
  0.47
  %  Period
  
  Per Square Foot Rental RateJanuary 1,2005
  though December 31, 2005
  
  $
  27.00January 1,
  2006 though December 31, 2006
  
  $
  27.75January 1,
  2007 though December 31, 2007
  
  $
  28.50January 1,2008
  though December 31, 2008
  
  $
  29.25January 1,2009
  though December 31, 2009
  
  $
  30.00January 1,2010
  though December 31,2010
  
  $
  30.75January 1,2011
  though December 31, 2011
  
  $
  31.50January 1,2012
  though December 31, 2012
  
  $
  32.25January 1,2012
  though December 31, 2013
  
  $
  33.00January 1,
  2014 though December 31, 2014
  
  $
  33.75  36