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                                                                   Exhibit 10.37




                           INDUSTRIAL LONG-TERM LEASE


THIS LEASE, made and entered into this 22nd day of February, 2005 ("EXECUTION
DATE"), by and between DEERWOOD COMMERCE CENTER, LLC, a Florida limited
liability company ("LANDLORD"), and NOVEN PHARMACEUTICALS, INC., a Delaware
corporation ("TENANT") (the terms "LANDLORD" and "TENANT" as used in this Lease
shall include the heirs, legal representatives, successors and assigns of the
parties hereto, wherever and whenever the context so requires or admits),

                              W I T N E S S E T H :

That Landlord and Tenant, for and in consideration of the mutual covenants
herein contained, and in consideration of the payments and undertakings herein
made and to be made, respectively promise unto, agree and covenant, each with
the other as follows:

                                    ARTICLE 1
                                PROPERTY DEMISED

Upon the terms and conditions hereinafter set forth, and in consideration of the
payment by Tenant of the rents hereinafter provided, and in consideration of the
prompt performance continuously by Tenant of each and every of the covenants and
agreements hereinafter prescribed by Tenant to be kept and performed, the
performance of each and every one of which is declared to be an integral part of
the consideration to be furnished by Tenant, Landlord does hereby lease, let and
demise unto Tenant, and Tenant hereby leases of and from Landlord (1) all of the
parcel of land, legally described as follows:

         Lot 12, Block 2, DEERWOOD PARK OF INDUSTRY, according to the Plat
         thereof, as recorded in Plat Book 147, Page 56, of the Public Records
         of Miami-Dade County, Florida (the "LAND"),

and (2) all improvements located on the Land, including the building known as
Building II (the "BUILDING"). The Land, Building and other improvements on the
Land are referred to collectively as the "DEMISED PREMISES." The Demised
Premises is situated within Deerwood Commerce Center (the "CENTER"). The site
plan of the Center is attached as EXHIBIT "A". The Building consists of
approximately 72,988 leasable square feet. Promptly after its completion, the
Building will be measured according to BOMA standards of measurement (as
evidenced by the Certification attached hereto as EXHIBIT "B", which Certificate
will be completed upon measurement). The common address of the Demised Premises
is 13800 S.W. 119th Avenue, Miami, FL 33186.

SUBJECT, NEVERTHELESS, TO THE FOLLOWING:

A.       Conditions, restrictions, easements, reservations and limitations, if
         any there be, now appearing of record;




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B.       Dedications for public utilities of easements granted or reserved prior
         to the Execution Date;

C.       Zoning ordinances of Miami-Dade County, Florida, now existing or which
         may hereafter exist during the Term of this Lease; and

D.       Real Estate Taxes for the year 2005 and subsequent years.

                                    ARTICLE 2
                             SUBSTANTIAL COMPLETION

2.1      The Building shell will be substantially complete (as defined in
         Section 2.2), according to Building specifications set forth in
         Landlord's proposal of October 22, 2004, no later than February 1,
         2005, at which time Tenant shall have uninterrupted possession of the
         Demised Premises and may commence construction of the Tenant
         Improvements, as defined in Section 11.1.

2.2      Inasmuch as the Certificate of Occupancy has been issued, "SUBSTANTIAL
         COMPLETION" shall occur upon (i) completion of all detail work that is
         the responsibility of Landlord; and (ii) approval by Landlord and
         Tenant of a punch list that reflects less than five percent (5%) of the
         total work that is the obligation or under the control of Landlord.

                                    ARTICLE 3
                       COMMENCEMENT DATE; SECURITY DEPOSIT

3.1      This Lease shall be effective as of its date of execution ("EFFECTIVE
         DATE"). The Term of this Lease (as defined in Article 4) shall commence
         on May 22, 2005 ("COMMENCEMENT DATE").

3.2      There is no security deposit payable in connection with this Lease.

                                    ARTICLE 4
                                  TERM OF LEASE

The term of this Lease ("TERM") shall consist of the Initial Term and the Option
Periods (to the extent Tenant exercises its options to renew). The "INITIAL
TERM" shall be for a period of ten (10) years, commencing on the Commencement
Date as established in Article 3, unless this Lease is extended or terminated in
accordance with its terms. The "OPTION PERIODS" are described in Article 30.






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                                    ARTICLE 5
                                      RENT

5.1      TRIPLE NET LEASE. The parties acknowledge that this is a "TRIPLE NET"
         Lease, and Tenant is responsible for 100% of all costs in connection
         with the Building and the Demised Premises, such that this Lease shall,
         except as hereinafter provided to the contrary, yield net to Landlord
         the rent, as hereinabove provided, to be paid in each year during the
         term of this Lease, and that all costs, expenses and obligations of
         every kind or nature whatsoever relating to the Demised Premises, or
         any improvements thereon, or as a direct result of Tenant's business
         operations, including but not limited to maintenance, utilities, taxes,
         documentary stamps (if any) and all risk property and other insurance
         relating to the Demised Premises, shall be paid by Tenant, as set forth
         more fully herein, and that Landlord shall be indemnified and saved
         harmless by Tenant from and against the same. Notwithstanding the
         foregoing, Landlord remains responsible for the maintenance of those
         items as set forth in Section 14.4 and Section 27.

5.2      PAYMENT OF RENT. Upon execution of this Lease, Tenant shall pay to
         Landlord Base Rent and Additional Rent for the first month of this
         Lease. All rent shall be payable monthly in advance, in current legal
         tender of the United States, as the same is constituted by law at the
         time the said rent becomes due, commencing on the Commencement Date,
         and on the first day of each and every month thereafter during the
         Term. Each "LEASE YEAR" will consist of a 12-month period, commencing
         on the Commencement Date and its anniversaries. Rent shall be payable
         at such place within the State of Florida as Landlord may specify in
         writing, and a place once specified as the place for the payment of
         rent shall be such until it shall have been changed by written notice
         given unto Tenant by Landlord in the manner hereinafter prescribed for
         giving notice.

5.3      BASE RENT.
         ----------

         5.3.1    Subject to the modification granted under Section 5.4, during
                  the first Lease Year, Tenant will pay as base rent ("BASE
                  RENT") for the Demised Premises the sum of $6.40 per square
                  foot, triple net, in twelve (12) monthly equal installments,
                  plus applicable sales tax and other rents payable as set forth
                  hereinbelow. By "TRIPLE NET" the parties intend that Tenant,
                  in addition to Base Rent and Additional Rent, shall be
                  responsible for payment of Taxes, insurance and maintenance
                  for the Demised Premises in accordance with the provision of
                  this Lease, except such maintenance as this Lease expressly
                  provides is the responsibility of Landlord.

         5.3.2    During each subsequent Lease Year, Base Rent shall increase
                  annually by three percent (3%) over the Base Rent due for the
                  immediately preceding Lease Year, payable in twelve (12)
                  monthly equal installments, plus applicable sales tax and
                  other rents payable as set forth hereinbelow.







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5.4      ADDITIONAL RENT. In addition, Tenant agrees to pay to Landlord, in
         monthly installments, a management fee in an amount equal to one and
         one-half percent (1.5%) of the Base Rent ("ADDITIONAL RENT").

5.5      RENT AT DECREASED RATE. Provided this Lease is in good standing at all
         times material hereto, Tenant's obligation to pay Base Rent is modified
         such that Tenant shall pay Base Rent for the first Lease Year at the
         rate of $3.20 per square foot.

                                    ARTICLE 6
                                      TAXES

6.1      Landlord represents that the Demised Premises are separately assessed.
         Landlord and Tenant shall file such forms as needed so that, during the
         Term, bills for Taxes due on the Demised Premises will be sent directly
         to Tenant by the taxing authority. Tenant covenants and agrees with
         Landlord that Tenant will promptly pay, during the Term, all taxes
         levied or assessed at any or all times during the Term by any and all
         taxing authorities, including not only ad valorem and real and personal
         property taxes but also liens for public improvements and including, in
         general, all taxes, tax liens or liens in the nature of taxes which may
         be assessed or imposed against the Demised Premises, including the land
         and all buildings, furniture, fixtures and improvements now or
         hereafter thereon (collectively, "TAXES"). In the event any of said
         taxes or assessments are payable according to their terms in
         installments, then Tenant shall have the right to pay the same as such
         installments fall due and shall only be obligated to pay such
         installments as fall due during the Term.

6.2      The parties understand and agree that Tenant shall pay the Taxes, and
         shall deliver to Landlord official receipts evidencing such payments at
         the place at which rental payments are required to be made, which
         payment of Taxes shall be made on or before the said Tax itself would
         become delinquent in accordance with the law then in force, covering
         the payment of such Tax or Taxes. Tenant shall have the right but not
         the obligation to contest the validity of any Tax or Tax claim provided
         that Tenant shall furnish a bond or other customary security to insure
         that such contested Tax shall not become delinquent or result in the
         imposition of a lien for delinquent Taxes. Tenant shall promptly
         furnish Landlord with receipts evidencing the timely payment of Taxes
         or the establishment of a bond or other security for payment of
         contested taxes. Notwithstanding the foregoing, Tenant has option to
         pay the Taxes directly to Landlord. In such case, Tenant shall so
         notify Landlord on or before October 15 of each year, and Tenant shall
         tender the full amount due on or before the date of payment, together
         with sales tax thereon, not less than fourteen (14) days before
         expiration of the payment amount. If Tenant pays the Taxes directly to
         Landlord, Landlord is responsible for the payment of the Taxes.

6.3      Nothing in this Article 6 contained shall obligate Tenant to pay any
         income, inheritance, estate or succession tax, or any tax in the nature
         of any such described taxes, or any other tax which may be levied or
         assessed against Landlord with respect to, or because of, the






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         income derived from this Lease, nor shall Tenant be deemed obligated
         hereby to pay any corporation, franchise or excise taxes which may be
         assessed or levied against any corporate successor or transferee of, or
         claiming under Landlord. Tenant shall be responsible for and shall pay
         all of the Taxes assessed of Tenant's personal property and Tenant
         Improvements.

6.4      In the event Tenant desires to contest the validity of any Tax or tax
         claim, Tenant may do so provided Tenant has complied with the terms of
         this Article 6. Further, should either Landlord or Tenant contest the
         validity of any tax or tax claim, in compliance with the terms of this
         Article, the other party agrees to cooperate fully toward such contest,
         provided that the contesting party assumes all costs and other
         obligations in connection therewith.

                                    ARTICLE 7
                                  COMMON AREAS

7.1      "COMMON AREAS" shall mean all areas, space, installations and equipment
         in the Center, but not within the Demised Premises, which are intended
         by Landlord for the common use and benefit of Landlord, as well as the
         remaining tenants of the Center, their employees, agents, licensees,
         customers and other invitees, including without limitation parking
         areas, exits, signs, lighting, entrances, access roads, driveways,
         sidewalks, utilities and landscaped areas (including but not limited to
         irrigation). Landlord shall have exclusive control over the Common
         Areas. Landlord represents and warrants that it has obtained and shall
         maintain in effect all governmental permits for the construction and
         operation of the Common Areas, including parking, ingress and egress,
         drainage and water retention.

7.2      Tenant may erect a fence around the perimeter of the Demised Premises,
         subject to governmental approvals and applicable set-back requirements.

7.3      Tenant is responsible for maintaining all portions of the Demised
         Premises, including but not limited to parking areas, except as set
         forth herein to the contrary herein.

7.4      Landlord hereby grants to Tenant, its licensees, subtenants,
         concessionaires, successors and assigns, and its and their employees,
         agents, licensees, customers, and invitees the non-exclusive right to
         use the Common Areas during the Term and any extensions of same
         continuously and without interruption, for access purposes (i.e.,
         ingress and egress) only.

                                    ARTICLE 8
                           MAINTENANCE OF COMMON AREAS
                              AND COMMON AREA COSTS

Landlord shall maintain the Common Areas in clean condition and repair,
including but not limited to: (i) maintaining all signs, landscaped areas, and
parking areas and access roads (including restriping, repairing and repaving
same when required, and removing any rubbish




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therefrom) in good condition and repair; (ii) adequately illuminating the
parking areas and other Common Areas during such hours as Landlord may deem
appropriate; (iii) replacing all parking surfaces and paving within the Common
Areas as and when reasonably required; and (iv) providing adequate security
lighting and fire protection as required by applicable code or ordinance or as
required by insurance underwriters.

                                    ARTICLE 9
                            LANDLORD'S LIEN FOR RENT

Except as herein set forth to the contrary, Landlord shall have the first lien,
paramount to all others, on every right and interest of Tenant in and to this
Lease and on the improvements which may be placed upon the Demised Premises,
which lien is granted for the purpose of securing the payment of rents, taxes,
assessments, charges, liens, penalties and damages herein covenanted to be paid
by Tenant, and for the purpose of securing the performance of all and singular
the covenants, conditions and obligations of this Lease to be performed and
observed by Tenant. Landlord shall have no lien on trade fixtures or equipment
of any nature, whether attached or unattached, which is used by Tenant in the
conduct of its business, or on Tenant's inventories, supplies, furniture and
other personal property (collectively, "NOVEN PROPERTY").

                                   ARTICLE 10
                          CONDITION OF DEMISED PREMISES

10.1     Subject to completion by Landlord of all punch list items, Tenant is
         accepting the Demised Premises in "as is" condition, except as to
         latent defects and warranted items. Tenant acknowledges that Landlord
         makes no representations regarding the physical condition of the
         Demised Premises, except as set forth in Section 10.2 or in Article 27
         hereinbelow.

10.2     Upon acceptance of the Demised Premises by Tenant, Landlord shall
         assign to Tenant the warranties from the various subcontractors as set
         forth in EXHIBIT "C" attached hereto.

                                   ARTICLE 11
                        TENANT IMPROVEMENTS; TI ALLOWANCE

11.1     All improvements to the Demised Premises performed by Tenant after the
         Demised Premises are substantially complete (the "TENANT IMPROVEMENTS")
         shall be performed by Tenant at Tenant's sole expense. Notwithstanding
         the foregoing, Landlord shall provide to Tenant a tenant improvement
         allowance ("TI ALLOWANCE") of $912,300.00 toward the construction of
         the Tenant Improvements. The TI Allowance will be paid to Tenant in
         installments as the Tenant Improvements are completed upon presentation
         to Landlord of actual paid receipts for work in place as of the date of
         Tenant's request for a progress payment. If Landlord sells or transfers
         its interest in this Lease or in the Demised Premises before Tenant has
         received the entirety of the TI Allowance, then, at the closing of such
         sale or transfer Landlord shall deposit in escrow with a reputable
         title company or other escrowee acceptable to Landlord and Tenant, an
         amount equal to the



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         undisbursed portion of the TI Allowance. Tenant shall be entitled to
         draw upon such escrowed funds in the manner provided in this Section
         11.1 for progress payments from Landlord.

11.2     Tenant has the right to specify the utilization of its designated
         architect for all space planning, mechanical, electrical and plumbing
         plans, construction documents and construction supervision of the
         Demised Premises. Tenant also has the right to specify the utilization
         of its designated general contractor for all construction on the
         Demised Premises.

11.3     Tenant acknowledges that Tenant has obtained or shall obtain all
         required permits to construct the Tenant Improvements and place all
         signs permitted under the terms of this Lease. Tenant shall keep the
         Building secure and shall provide that any of the Tenant Improvements
         it performs shall be executed in a good and workmanlike manner.
         Tenant's failure to commence and/or complete construction of the Tenant
         Improvements for any reason shall not excuse or abate Tenant's
         obligation to pay rent or other expenses due in connection with this
         Lease, except if Tenant is prevented from commencing and/or completing
         construction due to Landlord's acts or omissions. If Tenant believes
         that Tenant cannot perform under this Section due to Landlord's act or
         omission, Tenant shall give immediately notice to Landlord so that
         Landlord may cure same.

11.4     Subject to Landlord's reasonable approval, Tenant shall have the
         option, at its sole cost and expense, to install and operate up to four
         satellite antenna dishes and other telecommunication equipment and
         cables thereto on the roof of the Building at no additional charge.
         Subject to the rights of other property owners, tenants, and
         governmental authorities, and so long as, in Landlord's reasonable
         judgment, Landlord's other property is not adversely affected, Landlord
         agrees to grant Tenant easement rights, within existing easements, in
         order for Tenant to run cabling between the Building and Tenant's other
         location within the Deerwood Park of Industry.

11.5     Tenant acknowledges that all Tenant Improvements and other improvements
         in the Building (other than Noven Property) shall be and become a part
         of the real estate and upon the termination of this Lease, either by
         reason of an Event of Default or by ordinary lapse of time, shall pass
         to Landlord, without the necessity for Landlord to pay any compensation
         therefor whatsoever. Provided Tenant is not in default of this Lease,
         Tenant has the right to remove all Noven Property and to leave the
         Demised Premises in their original condition, with all Tenant
         Improvements, broom clean, upon the termination or expiration of this
         Lease. Notwithstanding the foregoing, Tenant shall not under any
         circumstances remove any HVAC equipment installed in the Building.

11.6     Subject to the criteria set forth herein, Tenant may, at Tenant's
         expense, install identification signs on the main south facade of the
         Building, on the east facade of the Building, and, subject to
         Landlord's reasonable approval and governmental approvals, on a
         monument sign. Tenant may also install such directional and safety
         signs as reasonably necessary within the Demised Premises. Tenant
         acknowledges that the Demised




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         Premises are part of the Center, and Tenant therefore agrees that all
         proposed signs to be installed on the exterior of the Building or on
         any other exterior part of the Demised Premises must first be submitted
         to Landlord for Landlord's consent, not to be unreasonably withheld, to
         insure that such signage conforms to Landlord's requirements and meets
         the standards established for the Center as set forth on EXHIBIT "D".
         Landlord's consent shall not be unreasonably withheld. All signage on
         the Demised Premises shall be installed at the sole expense of Tenant.
         All such signs shall be in accordance with all applicable laws,
         ordinances and governmental regulations. Landlord shall have fifteen
         (15) days from receipt of such plans to approve or reject same. In the
         event Landlord fails to notify Tenant that it does not approve such
         plans, it shall be presumed that the plans are approved. In the event
         Landlord rejects said plans, Landlord shall so notify Tenant of the
         reason for the rejection, and Tenant shall have ten (10) days from
         receipt of the notice of rejection in which to advise Landlord of its
         intention to revise the proposed signs accordingly and an additional
         thirty (30) days thereafter in which to deliver new plans to Landlord.

                                   ARTICLE 12
                                    UTILITIES

Landlord has brought all utilities (including water, sewer, electric and
telephone) to the Building. Landlord represents that it has paid all tap-in
fees, impact fees and other fees required to bring such utility service to the
Building and enable its occupant to use such service. Any fees in excess of
those already paid by Landlord for use of utilities shall be borne by Tenant.
Landlord has installed (or caused to be installed) at least one separate meter
for each utility serving the Demised Premises. If Tenant desires to obtain an
additional separate utility meter for any utility, then Tenant shall bear the
cost of installing such additional meters. Tenant shall be responsible to pay
directly the applicable utility companies or governmental agencies for all
utilities consumed by Tenant, including the FPL house meter installed in the
Building.

                                   ARTICLE 13
                                    INSURANCE

13.1     Tenant covenants and agrees to maintain flood insurance in the highest
         amount available, as well as commercial general liability covering the
         Demised Premises and naming Landlord and Landlord's mortgagee as
         additional insureds with a minimum single limit of $1,000,000.00 with
         not less than a $3,000,000.00 annual aggregate. Tenant shall keep in
         force workers' compensation or similar insurance to the extent required
         by law. Tenant shall maintain and carry all risk (Special Form)
         casualty insurance on the Demised Premises and the Building for their
         respective full replacement values including Tenant Improvements but
         excluding footings and foundations, or $4,000,000.00, whichever is
         greater, providing the protection provided above and naming Landlord
         and Landlord's mortgagee as additional insureds as their interests may
         appear. In addition, Tenant shall separately insure the replacement
         cost of all Tenant Improvements, naming Landlord and Landlord's
         mortgagee as additional insureds. Tenant shall also carry business
         interruption insurance naming Landlord as a loss payee with respect to
         any





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         period of reconstruction following a casualty loss. Tenant shall
         provide to Landlord evidence of continuous insurance coverage at all
         times throughout the Term.

13.2     From the inception of any construction as hereinafter referred to or as
         hereinabove set forth which Tenant may effect on the Demised Premises,
         Tenant will at all times carry or cause to be carried builder's risk
         insurance policies in compliance with the various insurance provisions
         of this Lease, or as may be reasonably required by Landlord.

13.3     In the event the Demised Premises are damaged by flood, fire, windstorm
         or other casualty (the "Casualty"), Landlord shall repair such damage
         and complete such repair within eighteen (18) months from the time when
         the Casualty occurred, or the insurance proceeds are paid, whichever is
         later, to base Building standards only, upon the same general plans and
         dimension as before the Casualty, or other plan to be agreed upon, in
         writing, by Landlord and Tenant, respectively, the reconstruction so
         rebuilt and repaired to be of the same value as the Building on the
         Demised Premises prior to such damage or destruction; provided,
         however, that if construction is delayed because of changes, deletions,
         or additions in construction requested by Tenant, strikes, lockouts,
         casualties, acts of God, war, material or labor shortages, governmental
         regulation or control or other causes beyond the control of Landlord,
         the completion time shall be extended accordingly, and Landlord shall
         not be liable for such delays. If Landlord elects to repair or rebuild
         the Building, as set forth herein, then Landlord and Tenant shall
         execute such documents as necessary to enable the use of insurance
         proceeds for the costs of such repair or rebuilding. If the Casualty
         shall render the Demised Premises untenantable, in whole or in part,
         and such casualty was not caused by a negligent or willful act of
         Tenant, an equitable abatement in rent shall be allowed from the date
         when the damage occurred until the date when the Demised Premises are
         substantially repaired by Landlord, and Tenant shall cause its rent
         loss coverage benefits to inure to and be paid to Landlord. Upon notice
         by Landlord that the Leased Premises are substantially repaired,
         Tenant, at Tenant's cost and expense, shall diligently perform such
         work required to restore the Leased Premises for Tenant's use as it
         existed immediately prior to the Casualty. If such Casualty damages the
         Building to the extent that 75% or more of the Building is damaged or
         if the damage or destruction is not covered by insurance or if such
         Casualty occurs during the last 12 months of the Lease Term, Landlord
         may, in lieu of repairing, restoring or rebuilding the same, terminate
         this Lease within sixty (60) days after occurrence of the event causing
         the damage. In such event, the obligation of Tenant to pay Rent and
         other charges hereunder shall end as of the latter of date of the
         Casualty and the date Tenant vacates the Leased Premises. If such
         Casualty damages the Building to the extent that 75% or more of the
         Building is damaged and renders the Building untenantable and such
         Casualty was not caused by a negligent or willful act of Tenant, and if
         such Casualty occurs during the last 12 months of the Lease Term,
         Tenant may terminate this Lease within sixty (60) days after such
         occurrence and the obligation of Tenant to pay Rent and other charges
         hereunder shall end as of the latter of such notification date and the
         date Tenant vacates the Leased Premises.







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13.4     Even if Tenant is self-insured, all of the foregoing insurance policies
         required pursuant to this Article shall be written with companies
         having a Best Rating of A or better which are licensed to do business
         in the state in which the Demised Premises are located and shall
         provide that the other party hereto shall be given a minimum of thirty
         (30) days' written notice by any such insurance company prior to the
         cancellation, termination or alteration of the terms or limits of such
         coverage. Each party shall deliver to the other party hereto the
         foregoing insurance policies or certificates thereof prior to the
         tender of possession of the Demised Premises to Tenant and evidence of
         all renewals or replacements of same not less than thirty (30) days
         prior to the expiration date of such policies. All such policies may be
         maintained under a "blanket insurance policy" of Landlord or Tenant, in
         which case the certificate of blanket insurance will be limited to this
         location.

13.5     Tenant covenants and agrees with Landlord that Tenant will pay the
         premiums for all of the insurance policies which Tenant is obligated to
         carry under the terms of this Lease and will deliver to Landlord
         evidence of such payment before the Commencement Date and before
         payment of any such premiums become in default; and Tenant will cause
         renewals of expiring policies to be written and certificates thereof,
         as the Lease may require, to be delivered to Landlord.

13.6     Throughout the Term, Landlord shall maintain the following insurance
         with respect to the Center and the Common Areas and shall furnish
         Tenant from time to time with certificates of insurance evidencing such
         coverage is continuously in effect:

         13.6.1   A commercial general liability policy of insurance against
                  claims for bodily injury, personal injury and property damage
                  based upon, involving or arising out of the ownership, use,
                  occupancy or maintenance of the Common Areas and all areas
                  appurtenant thereto. Such insurance shall be on an occurrence
                  basis providing single limit coverage in an amount not less
                  than $1,000,000.00 and a general aggregate coverage of
                  $2,000,000.00.

         13.6.2   Fire insurance in the amount of $50,000.00.

13.7     Tenant and Landlord hereby release each other and anyone claiming
         through or under the other by way of subrogation or otherwise from any
         and all liability for any loss of or damage to property, whether caused
         by the negligence or fault of the other, to the extent of any recovery
         made by the parties hereto for such loss or damage under any casualty
         or other insurance policy now or hereafter issued covering the
         Building, the Demised Premises or the Center. In addition, Tenant and
         Landlord shall cause each such insurance policy carried by them
         insuring the Building, the Demised Premises or the Center or the
         contents thereof, to be written to provide that the insurer waives all
         rights of recovery by way of subrogation against the other party hereto
         in connection with any loss or damage covered by the policy.






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                                   ARTICLE 14
                             MAINTENANCE AND REPAIRS

14.1     Except for Landlord's obligations set forth in paragraph 14.4, Tenant
         covenants and agrees that, during the Term, it will at all times, and
         at its own expense, keep the Building and improvements situated on the
         Demised Premises at any time, in good repair, order and condition, and
         shall at all times, save and keep Landlord free and harmless from any
         and all damage and liability occasioned by the use of the Demised
         Premises and shall indemnify and hold harmless Landlord from and
         against any loss, cost, damage and expense arising out of and in
         connection with the Building and improvements upon the Demised
         Premises, and out of any accident causing injury to any person or
         property whomsoever or whatsoever and due directly or indirectly to the
         use or occupancy of said premises. Tenant shall maintain, at its sole
         expense, in good repair the interior walls and partitions, and all
         non-structural portions of the Building, and all plumbing, electrical,
         sewage and heating, ventilating and air conditioning ("HVAC")
         equipment, lines and ducts in the Building. Without limiting Tenant's
         obligations hereunder, Tenant shall, at its sole expense, be
         responsible for interior, non-structural repairs to the Building,
         including the replacement of plate glass and the repair of component
         systems serving only the Building unless any such repairs or
         replacements are necessitated by damage caused by the wrongful acts or
         negligence of Landlord, its employees, agents and contractors. Except
         as set forth in paragraph 14.4 below, Landlord shall have no repair
         obligations unless any such repairs are necessitated by damage caused
         by the wrongful acts or negligence of Landlord, its employees, agents
         and contractors.

14.2     Tenant shall have the right to make from time to time, at its expense,
         interior, non-structural alterations to the Building, including normal
         roof penetrations for HVAC equipment, electrical and telecommunication
         equipment, without obtaining Landlord's consent provided that such
         alterations do not impair the structural integrity or diminish the
         value of the Building. Prior to making any structural alterations to
         the Demised Premises, Tenant shall obtain Landlord's prior written
         consent, which consent shall not be unreasonably withheld as long as
         the proposed alteration does not, in Landlord's reasonable judgment,
         decrease the value or integrity of the Building. Landlord agrees to
         notify Tenant of its decision regarding the approval of the plans
         within seven (7) days from the receipt of same. All alterations,
         additions and improvements made by Tenant to the Demised Premises
         ("BETTERMENTS AND IMPROVEMENTS") whether initially or a later date
         shall comply with all applicable codes and ordinances and shall become
         the property of Landlord upon the termination of this Lease without any
         compensation to Tenant. Such betterments and improvements shall be
         surrendered upon termination of this Lease as a part of the Demised
         Premises. Tenant shall deliver as-built plans of all betterments and
         improvements to Landlord promptly upon completion thereof. Tenant shall
         deliver a blue line copy of remodel plans of all betterments and
         improvements to Landlord upon completion thereof.

14.3     Any Noven Property that Tenant installs in the Demised Premises at its
         expense prior to or during the Term shall remain Tenant's property and
         may be removed by Tenant provided that Tenant repairs any material
         damage to the Building and Demised Premises caused by such removal at
         Tenant's sole cost and expense, ordinary wear and tear excepted.






                                       11
<PAGE>

14.4     Notwithstanding the foregoing, Landlord shall maintain at all times,
         and at its own expense, the Common Areas and the roof (including
         gutters and downspouts) and structure of the Building in good repair,
         order and condition and shall indemnify and hold harmless Tenant from
         and against any loss, cost, damage and expense arising out of the
         failure to maintain such roof, Building structure or Common Areas in
         good repair, order and conditions. Notwithstanding the provisions of
         Paragraph 14.1 and 14.2, Tenant shall have the right to make emergency
         repairs to prevent injury to persons or damage to property or where
         required by law, governmental authority or insurance underwriter.
         Tenant shall provide Landlord with such notice as is commercially
         reasonable under the circumstance of such emergency.

                                   ARTICLE 15
                     WARRANTY OF TITLE; LANDLORD'S AUTHORITY

Landlord hereby warrants, represents and covenants to Tenant that: (1) at the
time of the execution of this Lease and until this Lease or other instrument
giving constructive notice of this Lease is recorded, Landlord is the sole owner
in fee simple absolute of the Demised Premises; (2) at the time of the execution
by Tenant of this Lease and until this Lease or other instrument giving
constructive notice of this Lease is recorded, Landlord has good and marketable
fee simple title to the Demised Premises free and clear of all liens and
encumbrances subject only to the permitted exceptions set forth in EXHIBIT "E"
attached hereto; (3) Landlord does warrant and will defend the title to the
Demised Premises; and (4) Landlord has full right and power to execute this
Lease.

                                   ARTICLE 16
                    MUTUAL INDEMNIFICATION AGAINST LIABILITY

16.1     Tenant covenants and agrees with Landlord that, during the entire Term,
         Tenant will indemnify and save harmless Landlord against any and all
         claims, debts, demands or obligations which may be against Landlord or
         against Landlord's title in the Demised Premises, arising by reason of
         or in connection with any alleged act or omission of Tenant or any
         person claiming under, by or through Tenant; and if it becomes
         necessary for Landlord to defend any action seeking to impose any such
         liability, Tenant will pay Landlord all costs of court and attorney's
         fees incurred by Landlord in effecting such defense in addition to any
         other sums which Landlord may be called upon to pay by reason of the
         entry of a judgment against Landlord in the litigation in which such
         claim is asserted.

16.2     Landlord covenants and agrees with Tenant that, during the entire Term,
         Landlord will indemnify and save harmless Tenant against any and all
         claims, debts, demands or obligations which may be against Tenant,
         arising by reason of or in connection with any alleged act or omission
         of Landlord or any person claiming under, by or through Landlord; and
         if it becomes necessary for Tenant to defend any action seeking to
         impose any such liability, Landlord will pay Tenant all costs of court
         and attorney's fees incurred by Tenant in effecting such defense in
         addition to any other sums which Tenant may be called upon to pay by
         reason of the entry of a judgment against Tenant in the litigation in
         which such claim is asserted.





                                       12
<PAGE>


                                   ARTICLE 17
                   PREMISES TO BE USED FOR LEGAL PURPOSES ONLY

17.1     Tenant covenants and agrees that during the Term, it will conform to
         and observe all ordinances, rules, laws and regulations of the
         municipality in which the Demised Premises are located, Miami-Dade
         County, the State of Florida and the United States of America, and all
         public authorities, boards or officers, relating to the Demised
         Premises, or improvements upon the same (except as provided in Section
         17.2), or use thereof, and will not during the Term permit the same to
         be used for any illegal purpose, business or occupation.

17.2     Landlord covenants and agrees that during the Term, it will conform to
         and observe all ordinances, rules, laws and regulations of the
         municipality in which the Demised Premises are located, Miami-Dade
         County, the State of Florida and the United States of America, and all
         public authorities, boards or officers, relating to the roof, Building
         structure and Common Areas, or use thereof, and will not during the
         Term permit the same to be used for any illegal purpose, business or
         occupation.

                                   ARTICLE 18
                               USE AND ASSIGNMENT

18.1     Tenant shall use the Demised Premises for the purpose of a
         pharmaceutical company or any other lawful uses or purposes.

18.2     Tenant may assign or transfer this Lease or enter into a sublease to a
         creditworthy assignee. An assignee shall be deemed creditworthy if (A)
         it is an affiliate of Tenant; or (B) it is a successor to Tenant by
         merger, consolidation or acquisition; or (C) it has a net worth equal
         to or greater than the net worth of Tenant as of the Execution Date. No
         assignment or sublease shall release Tenant from its obligations under
         this Lease. Any permitted assignment shall be subject and subordinate
         to any mortgages on the Center.

                                   ARTICLE 19
                                  SUBORDINATION

19.1     Tenant shall, upon written request of Landlord, subordinate this Lease
         to the lien of any future mortgage upon the Demised Premises or the
         Center, provided that the holder of any such mortgage (the "MORTGAGEE")
         shall enter into a written agreement ("SNDA"), in the form attached
         hereto as EXHIBIT "F", with Tenant providing that (i) in the event of
         foreclosure or other action taken under the mortgage by Mortgagee, this
         Lease and all of the rights of Tenant hereunder, shall not be
         disturbed, but shall continue in full force and effect so long as
         Tenant complies in all material respects with the terms of this Lease;
         (ii) such Mortgagee shall permit insurance proceeds and condemnation
         awards to be used for any restoration and repair required by this
         Lease. As used in this Lease, "MORTGAGE" shall include mortgages, deeds
         of trust, deeds to secure debt or other similar instruments,





                                       13
<PAGE>

         and any modifications, extensions, renewals and/or replacements of
         same. Notwithstanding the foregoing, this provision shall be
         self-operative.

19.2     It is understood by Tenant that, in the event Tenant should place a
         mortgage on its leasehold interest, then such mortgage shall be
         subordinate and inferior to this Lease and Landlord's interest therein,
         as well as to any mortgage encumbering Landlord's interest in the
         Demised Premises or in any portion of the Center. However, nothing in
         this Lease contained shall ever be construed as empowering Tenant to
         encumber or cause Landlord to encumber the title or interest of
         Landlord, except as herein expressly provided.

19.3     Should Landlord sell, convey or transfer its interest in the Demised
         Premises or should any mortgagee of Landlord succeed to Landlord's
         interest through foreclosure or deed in lieu thereof, then Tenant shall
         attorn to such succeeding party as its Landlord under this Lease
         promptly upon any such succession, provided that such succeeding party
         assumes, in a written agreement reasonably acceptable to Tenant, all of
         Landlord's duties and obligations under this Lease. This provision
         shall be self-operative.

                                   ARTICLE 20
               LANDLORD'S INTEREST NOT SUBJECT TO MECHANIC'S LIENS

20.1     It is hereby stipulated and agreed by and between the parties hereof
         that during the Term, there shall be no mechanic's lien upon Landlord's
         interest in the Demised Property and in the buildings and improvements
         which may be located thereon, arising through an act of Tenant, or any
         person claiming under, by or through Tenant; and that no person who
         furnishes labor, work, services or materials to the Demised Premises,
         and claiming directly or indirectly through or under the Lease, or
         through or under any act or omission of Tenant, shall ever become
         entitled to a lien which is superior in rank and dignity to that of
         this indenture reserved to Landlord upon the lands hereby demised, or
         upon any improvements now or hereafter situate thereon, or upon any
         insurance policies or insurance money aforesaid, for or on account of
         any material or thing whatsoever, and nothing in this indenture
         contained shall be construed in such a way as to contradict this
         provision in this indenture. All persons furnishing any such labor or
         materials to Tenant, or to the Demised Premises at Tenant's order, or
         at the order of any person dealing directly or indirectly with Tenant,
         as well as all persons whomsoever, shall be bound by this provision and
         by notice thereof from and after the date of this indenture, and all
         materialmen, contractors, mechanics and laborers are hereby charged
         with notice that they must look to Tenant and Tenant's interest only in
         the Demised Premises, and Tenant's interest in all buildings and
         improvements thereon located, to acquire the payment for any bills for
         work done or materials furnished or performed during the Term.

20.2     Tenant shall have no authority to create any lien for labor or material
         upon Landlord's interest in the Demised Premises, and neither Tenant,
         nor anyone claiming by, through or under Tenant, shall have any right
         to file and place any labor or material lien of any kind or character
         whatsoever upon the Demised Premises and the buildings and improvements
         which may be located thereon so as to encumber or affect the title of
         Landlord in said





                                       14
<PAGE>

         land, and the buildings and improvements thereon located, and all
         persons contracting with Tenant, directly or indirectly, or with any
         person who, in turn, in contracting with Tenant, for the erection,
         construction, installation, alteration or repair of any building,
         buildings or other improvements, or for the destruction or removal of
         any building or buildings upon the Demised Premises, including
         furnishings and fixtures, and all materialmen, contractors, mechanics
         and laborers, as heretofore mentioned, are hereby charged with notice
         that as and from the date of this instrument, they must look to Tenant
         and Tenant's interest only in and to the Demised Premises, to secure
         the payment of any bill for work done or materials furnished or
         performed, during the Term.

20.3     The term "MECHANIC'S LIEN" as used herein, means any lien which might
         otherwise be claimed by reason of, in connection with or under the
         terms of the uniform mechanics' lien act of the State of Florida, as it
         now exists, or as it may hereafter exists, or as it may be amended from
         time to time.

20.4     The mere fact of the existence of a mechanic's lien or materialmen's
         lien or other lien, attachment, judgment, execution, writ, charge or
         encumbrances suffered or caused by Tenant, however, shall not, of
         itself, constitute a default or operate as a forfeiture or termination
         of this Lease, provided, however, that Tenant, within thirty (30) days
         after receipt of written notice of lien from the lienor, shall cause
         the same to be canceled, released and extinguished, or the Demised
         Premises released therefrom by the posting of bond, or by any other
         method prescribed by law or Tenant shall provide a title indemnity with
         respect to such lien. Tenant shall furnish Landlord with proper
         evidence of such extinguishments, bond or title indemnity. If Tenant
         disputes the amount or validity of any mechanic's or materialmen's lien
         claimed, or any other claim asserted, then Tenant shall, with all due
         diligence, institute or defend an appropriate action of proceeding in a
         court or courts of competent jurisdiction upon the cause of action, and
         shall, by injunction, due defense of the suit, or otherwise, prevent
         any sale or impairment of the title of Landlord, and shall prosecute or
         defend such action or proceeding with reasonable diligence to a final
         determination. Upon relieving the Demised Premises of such claim,
         Tenant shall have the duty of furnishing the evidence thereof unto
         Landlord. If Tenant is in default of its obligations under this
         Paragraph 20.4, then Landlord, in addition to all other available
         rights and remedies, and upon seven (7) days notice to Tenant, may
         discharge the lien of record by payment, bonding or otherwise, as
         Landlord may elect, and upon request Tenant will reimburse Landlord for
         all costs and expenses so incurred by Landlord plus interest thereon at
         the rate set forth in Section 32.3.

                                   ARTICLE 21
                            LANDLORD'S RIGHT OF ENTRY

Landlord acknowledges that Tenant's business includes the manufacture, testing
and storage of pharmaceutical products which are subject to governmental
regulation, require strict protocols to insure the integrity and safety of the
manufacturing and storage processes, and in many cases involve valuable,
proprietary and confidential trade secrets. Landlord and its agents shall have
the right to enter upon the Demised Premises at all reasonable times to examine
the condition





                                       15
<PAGE>

and use thereof, subject to the following conditions: (i) Landlord shall not be
permitted more than two (2) such entries in any calendar year, provided that if
Landlord is in good faith attempting to refinance or sell the Demised Premises,
or to lease the Demised Premises during any period in which Tenant has failed to
exercise a renewal option or within six months prior to the termination of this
Lease, Landlord shall be entitled to a reasonable number of visits in connection
with such sale, refinancing or leasing; (ii) such entries shall be permitted
upon reasonable written notice of no less than one business day; (iii) such
entries shall be permitted only at reasonable times; (iv) all persons
participating in such entry shall be bound by a confidentially agreement--in
writing if required by Tenant--and shall take no photographs or other recordings
of the interior of the Building; (v) all persons participating in such entry
shall agree to be bound by Tenant's rules and regulations concerning visitors to
the site including those relating to safety and confidentiality; (vi) all
persons participating in such entry shall agree to be subject to rules and
regulations of any governmental authority having jurisdiction over the Demised
Premises or Tenant's business operations; and (vii) some designated areas within
the Demised Premises may not subject to entry by Landlord.

                                   ARTICLE 22
                               CONDEMNATION CLAUSE

22.1     If after the execution of this Lease and prior to the expiration of the
         term hereof, the whole of the Demised Premises shall be taken under
         power of eminent domain by any public or private authority, or conveyed
         by Landlord to said authority in lieu of such taking, then this Lease
         and the Term shall cease and terminate as of the date of such taking.

22.2     If, after the execution of this Lease and prior to the expiration of
         the Term, any taking under the power of eminent domain by a public or
         private authority or any conveyance by Landlord in lieu thereof, shall
         result in:

         22.2.1   A taking of the Building, in whole or in part, on the Demised
                  Premises, or

         22.2.2   A reduction of the parking area in the Demised Premises below
                  the amount required by governmental regulation, or

         22.2.3   A partial taking which results in preventing access to any
                  part of the Demised Premises.

         22.2.4   A partial taking which results in cutting off indirect access
                  from the Demised Premises to any public street or results in
                  the permanent closing or relocation of any street adjoining
                  the Demised Premises to which there is indirect access to and
                  from the Demised Premises; or

         22.2.5   A taking which materially impairs or adversely affects
                  Tenant's use of the Demised Premises, and Landlord is unable
                  to promptly provide Tenant with a suitable alternate means of
                  access, in Landlord's reasonable opinion,





                                       16
<PAGE>

         then Tenant may, at its election, terminate this Lease by giving
         Landlord notice of the exercise of Tenant's election within ninety (90)
         days after Tenant shall receive written notice from Landlord of such
         taking. In the event of termination by Tenant under the provisions of
         this Article, this Lease and the Term shall cease and terminate as of
         the date of such taking, subject to the right of Tenant, at its
         election, to continue to occupy the Demised Premises, subject to the
         terms and provisions of this Lease, for all or such part, as Tenant may
         determine, of the period between the date of such taking and the date
         when possession of the Demised Premises shall be taken by the
         appropriating authority, and any unearned rent or other charges, if
         any, paid in advance by Tenant shall be refunded to Tenant.

22.3     In the event of a taking in respect of which Tenant shall not have the
         right to elect to terminate this Lease or, having such right, shall not
         elect to terminate this Lease, this Lease and the Term shall continue
         in full force and effect and Landlord, shall to the extent of the
         condemnation award restore the remaining portions of the Common Areas
         and the Building, including any and all improvements made theretofore,
         together with the remaining portions of the parking areas, to an
         architectural whole in substantially the same condition that the same
         were in prior to such taking. Should Landlord fail to promptly commence
         and diligently proceed to so restore the remaining portions of the
         Demised Premises, Tenant may at its option do so at Landlord's expense
         with the right of offset set forth in Article 23 hereinbelow.

22.4     All compensation awarded or any taking, whether for the whole or a
         portion of the Demised Premises including but not limited to Landlord's
         remainder and future rent loss, shall belong to Landlord; provided that
         Tenant shall be entitled to any award made, whether to Landlord or to
         Tenant, for the unamortized cost of the Building, Tenant's moving
         expenses and the value of Tenant's trade fixtures. Tenant may apply for
         and receive an award for the loss of Tenant's leasehold estate so long
         as such award in no way diminishes any award to Landlord or to any
         mortgagee of Landlord with respect to Landlord's remainder. Any defense
         of a condemnation claim with respect to either Landlord's or Tenant's
         interest shall be subject to Tenant's control and approval.

22.5     In the event of any termination of this Lease as the result of the
         provisions of this Article, the parties, effective as of such
         termination, shall be released, each to the other, from all liability
         and obligations thereafter arising under this Lease and the
         improvements to the Demised Premises (but not the Noven Property) shall
         be the property of Landlord.

                                   ARTICLE 23
                                    SELF HELP

If either party defaults in the performance of any non-monetary obligation
imposed on it by this Lease and does not cure such default within thirty (30)
days after written notice from the other party specifying the default (or does
not within said period commence and diligently proceed to cure such default),
the other party, without waiver of or prejudice to any other right or remedy it
may have, shall have the right at any time thereafter to cure such default for
the account of the





                                       17
<PAGE>

defaulting part, and the defaulting party shall reimburse the other party for
any reasonable amount paid and any expense or contractual liability so incurred
upon invoice. In the event Tenant is not reimbursed by Landlord as herein
required or should Tenant elect to cure a default by Landlord in the performance
of Landlord's obligations and is not reimbursed for its reasonable expenses upon
invoice, Tenant shall have the right, at its sole discretion, of offsetting any
payment(s) next due to Landlord, until which time Tenant has been completely
reimbursed for its expenses. The foregoing to the contrary notwithstanding,
Tenant shall have no right of offset for sums due or to cure any default
hereunder unless and until Tenant has given not less than thirty (30) days prior
written notice of such default to the holder of any mortgage or Mortgage on the
Demised Premises or the Center of which Tenant has received notice from Landlord
and such holder fails to cure or causes Landlord to cure said default. In the
event of emergencies, or where necessary to prevent injury to persons or damage
to property, either party may cure a default by the other before the expiration
of the waiting period but after giving such notice to the other party as may be
reasonable under the circumstances.



                                   ARTICLE 24
                                MANNER OF NOTICE

Any notice or consent required to be given by or on behalf of either party to
the other shall be in writing and mailed by registered or certified mail, return
receipt requested or personally delivered or sent by confirmed fax, or reputable
air or land courier services (such as DHL, Fed Ex or UPS), addressed to the
other party as follows:

If to Tenant:                               Noven Pharmaceuticals, Inc.
                                            11960 S.W. 144th Street
                                            Miami, FL 33186
                                            Attn: General Counsel
                                            Tel:     305-253-5099
                                            Fax:     305-232-1836

If to Landlord:                             Deerwood Commerce Center, LLC
                                            1150B East Hallandale Beach Blvd.
                                            Hallandale Beach, FL 33009
                                            Tel:     954-455-3660
                                            Fax:     954-454-1311

or at such other address as may be specified from time to time in writing by
either party. All such notices hereunder shall be deemed to have been given on
the date of delivery or the date marked on the return receipt unless delivery is
refused or cannot be made, in which case the date of postmark (for mailed
notices) or attempted delivery (in all other cases) shall be deemed the date
notice has been given. Any notice delivered after 5 p.m. shall be deemed
delivered at 9 a.m. the following business day.





                                       18
<PAGE>

                                   ARTICLE 25
                    LEASE NOT AFFECTED BY DAMAGE TO PROPERTY

Except as set forth in Section 13.3 to the contrary, no destruction or damage to
the Building or the Demised Premises by Casualty of any kind, character or
nature, shall be deemed to entitle Tenant to surrender possession of the Demised
Premises or to terminate this Lease, or to violate any of its provisions, or to
cause any rebate or abatement in rent then due, or thereafter becoming due under
the terms hereof.

                                   ARTICLE 26
                     COVENANT OF QUIET ENJOYMENT BY LANDLORD

Landlord covenants and agrees with Tenant that so long as Tenant keeps and
performs all of the covenants and conditions to be performed by Tenant, Tenant
shall have quiet and undisturbed and continued possession of the Demised
Premises, free from any claims of Landlord and all persons claiming under, by or
through Landlord. Further, it is understood and agreed that Tenant will have
access to and use of the Demised Premises seven (7) days per week and
twenty-four (24) hours per day.

                                   ARTICLE 27
                                 HAZARDOUS WASTE

27.1     Landlord represents to Tenant as follows:

         27.1.1   Landlord shall provide to Tenant copies of any Phase I
                  environmental reports in Landlord's possession which relate to
                  the presence or use of hazardous materials and/or toxic
                  substances on the Demised Premises.

         27.1.2   To the best knowledge of Landlord, there are no hazardous
                  materials and/or toxic substances on the Demised Premises.

         27.1.3   Should hazardous materials and/or toxic substances be found on
                  the Demised Premises prior to the Commencement Date of this
                  Lease, or if Landlord introduces or permits the introduction
                  of hazardous materials and/or toxic substances after the
                  Commencement Date, Landlord shall remove same at Landlord's
                  sole cost and expense and shall otherwise comply with all
                  federal, state and local rules, regulations, laws, statutes or
                  ordinances pertaining thereto, and shall indemnify Tenant and
                  hold Tenant harmless from all costs and expenses arising from
                  the presence of asbestos or other hazardous materials.

         27.1.4   If Landlord breaches the obligations stated in the preceding
                  subparagraph 27.1.3, or if the presence of hazardous materials
                  or toxic substances on the Demised Premises caused or
                  permitted by Landlord results in contamination of the Demised
                  Property, then Landlord shall indemnify, defend and hold
                  Tenant harmless from any and all claims, judgments, damages,
                  penalties, fines, reasonable costs, liabilities or losses,
                  which arise during or after the Term as a





                                       19
<PAGE>

                  result of such contamination. This indemnification of Tenant
                  by Landlord includes, without limitation, reasonable costs
                  incurred in connection with any investigation of site
                  conditions, including regular inspections, or any clean-up,
                  remedial, removal or restoration work required or recommended
                  by any federal, state or local governmental agency or
                  political subdivision because of hazardous materials or toxic
                  substances present in the soil or ground water on or under the
                  Demised Premises and/or the Center.

27.2     Tenant agrees as follows with respect to the presence or use of
         hazardous materials and/or toxic substances on or about the Demised
         Premises:

         27.2.1   Landlord acknowledges that due to the nature of Tenant's
                  pharmaceutical business, Tenant uses hazardous materials or
                  toxic substances in its operations at the Demised Premises.
                  However, Tenant shall not cause or permit any hazardous
                  materials or toxic substances to be brought upon, kept or used
                  in or about the Demised Premises by Tenant, its agents,
                  employees, contractors or invitees, other than in the ordinary
                  course of its business as disclosed to Landlord, without the
                  prior written consent of Landlord in all other instances.
                  Landlord shall not unreasonably withhold such consent as long
                  as Tenant demonstrates to Landlord's reasonable satisfaction
                  and covenants to Landlord that such hazardous materials or
                  toxic substances are necessary or useful to Tenant's business
                  and will be used, kept and stored in a manner that complies
                  with all laws relating to any such hazardous materials or
                  toxic substances so brought upon or used or kept in or about
                  the Demised Premises.

         27.2.2   If Tenant breaches the obligations stated in the preceding
                  subparagraph, or if the presence of hazardous materials or
                  toxic substances on the Demised Premises caused or permitted
                  by Tenant results in contamination of the Demised Property,
                  then Tenant shall indemnify, defend and hold Landlord harmless
                  from any and all claims, judgments, damages, penalties, fines,
                  reasonable costs, liabilities or losses, which arise during or
                  after the Terms as a result of such contamination. This
                  indemnification of Landlord by Tenant includes, without
                  limitation, reasonable costs incurred in connection with any
                  investigation of site conditions, including regular
                  inspections, or any clean-up, remedial, removal or restoration
                  work required or recommended by any federal, state or local
                  governmental agency or political subdivision because of
                  hazardous materials or toxic substances present in the soil or
                  ground water on or under the Demised Premises and/or the
                  Center.

         27.2.3   The indemnity, defense and hold harmless obligations of Tenant
                  under this Article shall survive any termination of this
                  Lease. Without limiting the foregoing, if the presence of any
                  hazardous materials or toxic substances on the Demised
                  Premises or the Center caused or permitted by Tenant results
                  in any contamination of the Demised Premises or the Center,
                  Tenant shall promptly take all actions at its sole expense as
                  are necessary to return the Demised Premises and the Center to
                  the condition existing prior to the introduction of any such
                  hazardous materials or





                                       20
<PAGE>

                  toxic substances; provided that, Landlord's approval of such
                  actions shall first be obtained (unless such action is
                  required to be taken by law), which approval shall not be
                  unreasonably withheld so long as such actions, in Landlord's
                  sole and absolute discretion, would not potentially have any
                  material adverse long-term or short-term effect on the Demised
                  Premises or the Center.

27.3     Should Tenant violate the provisions as contained in Paragraph 27.2
         herein, Landlord shall have the right, at any time upon reasonable
         notice to Tenant, to cause testing wells to be installed on or about
         the Demised Premises and/or the Center, and may, at its option, cause
         the ground water, soil and air to be tested to detect the presence of
         hazardous materials or toxic substances at least once every twelve (12)
         months during the Term by the use of such tests as are then customarily
         used for such purposes. Landlord shall supply Tenant with copies of
         such test results. The commercially reasonable cost of such tests and
         of the maintenance, repair and replacement of such wells shall be fully
         paid for by Tenant within ten (10) days after receiving a statement of
         charges from Landlord. Tenant shall have the right at any time during
         the Term to conduct its own test of the ground water, soil and air and
         may use such wells so long as each of the following conditions are
         satisfied: (1) such tests are conducted by Tenant at its own expense;
         (2) it repairs any damage to such wells, the Demised Premises or the
         Center caused by such tests; and (3) it delivers copies of the results
         of such tests to Landlord.

27.4     In the event of a spill or mishandling of hazardous materials or toxic
         substances which requires notice to applicable authorities, Tenant
         shall immediately inform Landlord verbally and in writing. Such notice
         shall identify the hazardous materials or toxic substances involved and
         the emergency procedures taken.

27.5     As used herein, the terms "HAZARDOUS MATERIALS AND/OR TOXIC SUBSTANCES"
         mean: (a) any hazardous or toxic substance, material or waste which is
         or becomes regulated by any local, state or federal government or
         special district; (b) designated as a "HAZARDOUS SUBSTANCE" pursuant
         toss.1311 of the Federal Water Pollution Control Act (33 U.S.C.,
         ss.1317; (c) defined as a "HAZARDOUS WASTE" pursuant toss.1004 of the
         Federal Resource Conservation and Recovery Act, 42 U.S.C., ss.6901 ET
         SEQ. (42 U.S.C.ss.6903); (d) defined as a "HAZARDOUS SUBSTANCE"
         pursuant to ss.101 of the Comprehensive Environmental Response,
         Compensation and Liability Act, 42 U.S.C.,ss.9601 ET SEQ. (42 U.S.C.,
         ss.9601); or (e) any infectious wastes or substances. References herein
         to specific statutes or laws shall also be references to any amendments
         of or applicable successor statutes or laws.

27.6     Tenant acknowledges that Tenant has certain reporting requirements to
         governmental agencies and submits on a regular basis (a) a list of
         regarding the hazardous materials and toxic substances that Tenant uses
         in its business on the Demised Premises; (b) a plan for use, handling,
         storage and disposal of hazardous materials and toxic substances on the
         Demised Premise; (c) the name, address, telephone number and
         qualifications of a licensed company that will handle emergency
         clean-up for Tenant; and (d) a written contingency plan for any
         emergency involving hazardous materials and toxic substances





                                       21
<PAGE>

         on the Demised Premises. Tenant agrees to submit to Landlord copies of
         all such reports when filed.

27.7     Landlord agrees that Tenant may use the hazardous materials and toxic
         substances specifically consented to by Landlord as required by
         Paragraph 27.6 above, subject to the terms of this Lease and this
         Article.

27.8     It is the intent of the parties hereto that the provisions of this
         Article regarding the use and handling of hazardous materials and toxic
         substances shall also apply to Tenant's storage upon the Demised
         Premises of any substances, including, but not limited to, gasoline and
         diesel fuels, in above or below ground storage tanks.

27.9     Landlord warrants and represents to Tenant that the Demised Premises
         have not previously been, and are not presently, used for the storage
         or disposal of hazardous materials and/or toxic substances as defined
         herein.

                                   ARTICLE 28
                            MISCELLANEOUS PROVISIONS

It is mutually agreed by and between the parties as follows:

28.1     No waiver of a breach of any of the covenants in this Lease contained
         shall be construed to be a waiver of any succeeding breach of the same
         covenant.

28.2     Time is of the essence of this Lease, and in particular where the
         obligation to pay money is involved.

28.3     No modification, release, discharge or waiver of any provisions hereof
         shall be of any force, effect or value unless in writing and signed by
         the parties who are then Landlord and Tenant.

28.4     All covenants, promises, conditions and obligations herein contained or
         implied by law are covenants running with the land, and shall attach to
         and be binding upon the heirs, executors, administrators and assigns of
         each of the parties to this Lease.

28.5     This Lease contains the entire agreement between the parties as of this
         date, and that the execution hereof has not been induced by either of
         the parties by representations, promises or understandings whatsoever
         between the respective parties in any way touching the subject matter
         of this instrument which are not expressly contained in this
         instrument.

28.6     All uses of pronouns in reference to Landlord and Tenant, respectively,
         mean such Landlord and Tenant, respectively, whether the personal or
         impersonal, singular or plural pronouns are used.







                                       22
<PAGE>

28.7     Whenever Landlord shall receive notice of the filing of a lien or claim
         of lien against the subject property, Landlord shall, within ten (10)
         days thereafter notify Tenant of the existence thereof.

28.8     A memorandum of this Lease, substantially in the form attached as
         EXHIBIT "G", will be recorded among the Public Records of Miami-Dade
         County, Florida, but not until after the Effective Date.

28.9     All covenants, promises, conditions, representations, and agreements
         herein contained shall be binding upon, apply, and inure to the parties
         hereto and their respective heirs, executors, administrators,
         successors, grantees and permitted assigns.

28.10    If any provision of this Lease or the application thereof to any person
         or circumstance shall to any extent be held invalid, then the remainder
         of this Lease or the application of such provision to persons or
         circumstances other than those as to which it is held invalid shall not
         be affected thereby, and each provision of this Lease shall be valid
         and enforced to the fullest extent permitted by law.

28.11    In interpreting this Lease in its entirety, the printed provisions of
         this Lease and any additions written or typed thereon shall be given
         equal weight, and there shall be no inference, by operation of law or
         otherwise, that any provision of this Lease shall be construed against
         either party hereto.

28.12    The captions contained in this Lease are for convenience only and do
         not in any way limit or amplify any term or provision hereof. The use
         of the terms "HEREOF", "HEREUNDER" and "HEREIN" shall refer to this
         Lease as a whole, inclusive of Exhibits, except when noted otherwise.
         The use of the masculine or neuter genders herein shall include the
         masculine, feminine and neuter genders and the singular form shall
         include the plural when the context so requires.

28.13    Landlord and Tenant each warrants and represents to the other that,
         other than Tramell Crow Company and Resource Real Estate Group
         (collectively, the "BROKERS"), there are no brokers' fees, finders'
         fees or any real estate commissions due to any broker, agent or other
         party in connection with this Lease or on behalf of either of them.
         Landlord agrees to pay the Brokers a commission in an amount agreed
         upon between Landlord and Brokers by separate letter. Except as to
         commissions which may be payable to Brokers, Landlord and Tenant hereby
         agree to indemnify and hold the other harmless from and against any and
         all costs, expenses, liabilities, causes of action, claims or suits by
         any party for compensation, commission, fees or other sums claimed to
         be due or owing with respect to the representation of Landlord or
         Tenant as applicable, in effecting this Lease, including the option to
         purchase. In no event shall any commission be due and owing to the
         Brokers unless all conditions precedent to this Agreement have been
         fulfilled.

28.14    This Lease shall be construed under the laws of the State of Florida.






                                       23
<PAGE>

28.15    Each party acknowledges that it has relied upon its own examination of
         this Lease and the provisions hereof, as well as the representations of
         its own counsel. The parties acknowledge that this Lease has been
         prepared by joint effort of both parties and therefore, there shall be
         no presumption in favor of either Landlord or Tenant.

                                   ARTICLE 29
                              RIGHT OF FIRST OFFER

29.1     Up until the end of the 7th Lease Year and for the first two (2) years
         of each Option Period (as defined herein), and so long as this Lease is
         in full force and effect and in good standing, Tenant has the Right of
         First Offer on all vacant space becoming available in Building I. Base
         Rent for such space shall be the same as the Base Rent then payable on
         this Lease at the time of accepting such space. Additional Rent shall
         be payable at the rate then in effect under the terms of this Lease,
         based on the proportionate share of the space to the total leasable
         space in the Center (not including the Demised Premises).

29.2     Landlord shall give Tenant notice in writing as spaces become
         available. Tenant shall notify Landlord of its election to accept or
         reject such space within fifteen (15) business days of receipt of offer
         by Landlord. If Tenant fails to make such election timely, it shall be
         conclusively presumed that Tenant is rejecting such space.

29.3     If Tenant elects to accept such space, Base Rent and Additional Rent
         shall commence sixty (60) days after Landlord delivers the space to
         Tenant clean, with all mechanical systems in good working order and
         free of any encumbrances.

                                   ARTICLE 30
                            TENANT'S OPTION TO RENEW

30.1     Subject in all respects to the provisions of this paragraph, and
         provided that this Lease is in good standing, Tenant shall have four
         (4) consecutive five-year options to renew the Lease (the "OPTION
         PERIODS") for the Demised Premises upon twelve (12) months' prior
         written notice. Tenant's exercise of any such option shall be subject
         to withdrawal pursuant to paragraph 30.5 in the event Tenant does not
         accept the arbitrator's determination of the Fair Market Rates.

30.2     The rental rate for the first and third Option Periods shall be at the
         lesser of the then current rental rate or 95% of the then current Fair
         Market Rate for the Demised Premises. In determining the Fair Market
         Rate, Landlord shall consider all elements affecting the lease
         transaction, including, but not limited to Tenant's creditworthiness,
         the improvement allowance or rental abatement being provided, and the
         fact that Landlord will not lose rent because of any marketing or
         construction time.

30.3     The rental rate for the second and fourth Option Periods will continue
         at the then current rental rate, including annual increases negotiated
         at the beginning of the first and third Option Periods.






                                       24
<PAGE>

30.4     In addition to the Option Periods described above, Tenant shall have a
         one (1) time right to extend any Term (Initial Term or Option Period)
         by one (1) year with 12 months' prior written notice to Landlord. The
         rental rate for such Term will continue at the annual increase for the
         preceding Term. If Tenant exercises this one year extension, then all
         subsequent options for Option Periods shall remain in effect, but shall
         be postponed by one (1) year.

30.5     For the first and third Option Periods, Landlord and Tenant shall
         negotiate the Fair Market Rate one (1) year prior to the expiration of
         the then current Term. If Landlord and Tenant cannot agree upon a rate
         within 30 days ("OUTSIDE AGREEMENT DATE"), each party, within five (5)
         days of the Outside Agreement Date, shall submit to the other its
         determination of Fair Market Rate, and, within fifteen (15) days of the
         Outside Agreement Date, Landlord and Tenant shall each appoint one (1)
         arbitrator who shall by profession be a real estate appraiser, having
         been active over the five (5) year ending on the date of such
         appointment in the valuation of properties similar to the Premises in
         the Miami-Dade County, Florida area. The determination of the
         arbitrators shall be limited solely to the issue of whether Landlord's
         or Tenant's submitted Fair Market Rate for the Premises is the closest
         to the actual Fair Market Rate for the Demised Premises as determined
         by the arbitrators. The two (2) arbitrators so appointed shall, within
         fifteen (15) days of the date of the appointment of the last of them,
         meet and attempt to reach a decision as to whether the parties shall
         use Landlord's or Tenant's submitted Fair Market Rate and shall notify
         Landlord and Tenant of their decision, if any. If the two (2)
         arbitrators are unable to reach a decision, they shall, within twenty
         (20) days of the appointment of the last of them, agree upon and
         appoint a third (3rd) arbitrator, who shall be an appraiser qualified
         under the same criteria as set forth herein above for qualification of
         the initial two (2) arbitrators. The three (3) arbitrators shall,
         within fifteen (15) days of the appointment of the third (3rd)
         arbitrator, reach a decision as to whether the party shall use
         Landlord's or Tenant's submitted Fair Market Rate and shall notify
         Landlord and Tenant thereof. Tenant shall upon the later of 30 days
         from arbitrator's decision of the Fair Market Rate or six (6) months
         prior to lease expiration, notify Landlord whether it intends to accept
         the rent by exercising its option to renew.

30.6     At the beginning of each Option Period, the Landlord shall provide to
         Tenant a $2.50 per square foot TI Allowance for the premises so leased,
         payable to Tenant at the beginning of each Option period. Tenant may,
         at Tenant's option, and upon advance written notice to Landlord, elect
         to receive the TI Allowance in the form of a rental credit.

                                   ARTICLE 31
                               OPTION TO PURCHASE

Subject in all respects to the provisions of this paragraph, and provided that
this Lease is in good standing, Tenant shall have the option to purchase both
the Demised Premises, as well as Lot 13, Block 2, DEERWOOD PARK OF INDUSTRY,
according to the Plat thereof, as recorded in Plat Book 147, Page 56, of the
Public Records of Miami-Dade County, Florida, which comprise both Buildings I
and II (as one package) (the "OPTION PROPERTY"), by providing written notice of
its





                                       25
<PAGE>

intention to do so on or before February 28, 2005 (the "PURCHASE OPTION
PERIOD"). Upon giving Landlord such written notice within the Purchase Option
Period, the parties shall negotiate in good faith to reach agreement on price
and terms. In the event the parties are able to reach agreement, the parties
shall enter into a contract for the purchase and sale of the Option Property
within thirty (30) days after the date of such written notice. Notwithstanding
the foregoing, the parties agree that the closing shall take place sixty (60)
days after the contract effective date, that state documentary stamps which are
required to be affixed to the deed, county surtaxes and any cost to cure defects
in title shall be paid by Landlord, including recording of corrective
instruments, and that the cost of title insurance, recording the deed, and any
costs related to financing the purchase shall be paid by Tenant. Each party
shall be responsible for their respective attorneys, professional fees and other
costs associated with the transaction. If Tenant fails to exercise timely its
rights under this paragraph, or if the parties fail to agree on the terms of the
contract within the 30-day period set forth herein, Tenant shall have no further
right to purchase the Option Property.

                                   ARTICLE 32
                               DEFAULT PROVISIONS

32.1     EVENTS OF DEFAULT. Upon the happening of one or more of the events set
         forth below (any of which is referred to hereinafter as an "EVENT OF
         DEFAULT"), Landlord shall have any and all rights and remedies
         hereinafter set forth:

         32.1.1   Tenant fails to pay any one or more of said monthly
                  installments of Base Rent, Additional Rent or any other sums
                  required to be paid hereunder as and when the same become due
                  if such amounts remain unpaid within five (5) business days
                  thereafter;

         32.1.2   A petition in bankruptcy (including Chapter VII and Chapter XI
                  bankruptcy proceedings or any other re-organization
                  proceedings under the Bankruptcy Act) be filed by or against
                  the Tenant and such petition is not dismissed within sixty
                  (60) days from the filing thereof, or in the event Tenant is
                  adjudged a bankrupt;

         32.1.3   An assignment for the benefit of creditors is made by Tenant;

         32.1.4   An appointment by any court of a receiver or other court
                  officer of Tenant's property and such receivership is not
                  dismissed within sixty (60) days from such appointment;

         32.1.5   Tenant removes, attempts to remove, or permits to be removed
                  from the Demised Premises, any property or improvements in the
                  Building which are the property of Landlord other than as part
                  of repairs or replacements in the ordinary course of business
                  or in connection with Tenant's maintenance obligations under
                  this Lease;

         32.1.6   An execution or other legal process is levied upon the goods,
                  furniture, effects or other property of Tenant brought on the
                  Demised Premises, or upon the interest of





                                       26
<PAGE>

                  Tenant in this Lease, and the same is not satisfied or
                  dismissed within ten (10) days from such levy;

         32.1.7   A default occurs under the terms of a Tenant-created mortgage
                  on Tenant's interest in the Demised Premises which is not
                  cured within any applicable grace period under such mortgage;

         32.1.8   Tenant violates, in any material adverse manner, any other
                  term, condition or covenant on the part of Tenant herein
                  contained, and fails to commence and proceed with diligence
                  and dispatch to remedy the same within ten (10) days after
                  written notice thereof is given by Landlord to Tenant.

32.2     REMEDIES OF LANDLORD.

         32.2.1   If any Event of Default occurs, Landlord shall have all rights
                  and remedies available under applicable Florida law, including
                  but not limited to the right, at the option of the Landlord,
                  to terminate this Lease upon thirty (30) days' written notice
                  to Tenant, and to thereupon re-enter and take possession of
                  the Demised Premises with or without legal process.

         32.2.2   If an Event of Default occurs in the payment of Base Rent
                  and/or Additional Rent, Landlord agrees to give Tenant written
                  notice of such non-payment not more often than two (2) times
                  during each Lease Year. Such notice shall specify the
                  non-payment and shall give Tenant five (5) calendar days from
                  receipt of the notice to cure same. If Tenant fails to cure
                  the Event of Default within such five-day period, then, in
                  addition to and not in limitation of Landlord's remedies
                  hereunder and under Florida law, Tenant covenants and agrees
                  to pay to Landlord a Late Charge, as set forth herein. If
                  Tenant fails to make a required payment on or before the first
                  (1st) business day of the month, more than twice during any
                  Lease Year, Landlord is under no obligation to give such
                  written notice, and Tenant covenants and agrees to pay to
                  Landlord a Late Charge, as set forth herein. The Late Charge
                  shall be in an amount equal to 5% of the amount outstanding
                  (including applicable tax thereon). In the event any Late
                  Charge is due to Landlord, Landlord shall advise Tenant in
                  writing and Tenant shall pay the Late Charge to Landlord along
                  with and in addition to the next payment of rent.

         32.2.3   If at any time, Tenant shall fail to pay any of the taxes or
                  assessments herein provided for, or in case of the sale or
                  forfeiture of said Demised Premises or any part thereof during
                  the Term for non-payment of any tax or assessment, or if
                  Tenant shall fail to keep insured or maintain any buildings or
                  improvements which may, at any time hereinafter, be upon the
                  Demised Premises, as herein provided for, or shall fail to
                  expend insurance money, as herein provided for, or if Tenant
                  engage in any action with respect hereto without the prior
                  written consent of Landlord when such consent is required, or
                  shall fail to perform any of the covenants of this Lease by it
                  to be kept and performed, and such failure has a




                                       27
<PAGE>

                  material adverse effect, then Landlord may use and enforce any
                  remedies that Florida law and this instrument afford.

         32.2.4   In the event Tenant is in default in making any payments or
                  performing any other act required by or under the terms of a
                  Tenant-created mortgage on Tenant's interest in the Demised
                  Premises, such default shall constitute a default under the
                  terms hereof. Should Tenant receive notice of a default from
                  the lender under Tenant-created mortgage, Tenant shall furnish
                  a copy of such notice to Landlord within five (5) days of
                  receipt of such notice.

         32.2.5   Upon the occurrence of an Event of Default, Tenant pledges
                  with and assigns unto Landlord all of the rents, issues and
                  profits which might otherwise accrue to Tenant for the use,
                  enjoyment and operation of the Demised Premises, and in
                  connection with such pledging of such rents, Tenant covenants
                  and agrees with Landlord that if Landlord, upon the default of
                  Tenant, elects to file suit to enforce or cancel this Lease
                  and perfect Landlord's rights hereunder, then Landlord may, as
                  ancillary to such suit, apply to any court having jurisdiction
                  hereof for the appointment of a receiver of all and singular
                  the Demised Premises, and all additions and accessions
                  thereto, and thereupon, it is expressly covenanted and agreed
                  that the court shall forthwith appoint a receiver with the
                  usual powers and duties of receivers in like cases, and such
                  appointment shall be made by such court as a matter of strict
                  right to Landlord, and without reference to the adequacy or
                  inadequacy of the value of the property which is subject to
                  Landlord's lien, or to the solvency or insolvency of Tenant,
                  and without reference to the commission of waste.

         32.2.6   If any Event of Default occurs, Landlord shall have the right,
                  at its option, from time to time, without terminating this
                  Lease, to re-enter and relet the Demised Premises, or any part
                  thereof, with or without legal process, as the agent and for
                  the account of Tenant upon such terms and conditions as
                  Landlord may deem advisable or satisfactory, in which event
                  the rents received on such reletting shall be applied first to
                  the expenses of such reletting and collection including but
                  not limited to, necessary renovation and alterations of the
                  Demised Premises, reasonable attorney's fees, any real estate
                  commissions paid, and thereafter toward payment of all sums
                  due or to become due Landlord hereunder, and if a sufficient
                  sum shall not be thus realized or secured to pay such sums and
                  other charges, (i) at Landlord's option, Tenant shall pay
                  Landlord any deficiency monthly, notwithstanding Landlord may
                  have received rental in excess of the rental stipulated in
                  this Lease in previous or subsequent months, and Landlord may
                  bring an action therefor as such monthly deficiency shall
                  arise, but all such monthly deficiencies and excess payments
                  shall be subject to periodic reconciliation, not less
                  frequently than quarterly or (ii) at Landlord's option, the
                  entire deficiency, which is subject to ascertainment for the
                  remaining Term, shall be immediately due and payable by
                  Tenant. The foregoing amount shall be discounted to net
                  present value utilizing a discount rate equal to the weekly






                                       28
<PAGE>

                  average yield on United States Treasury securities adjusted to
                  a constant maturity of the number of years then remaining
                  under this Lease, as made available by the Federal Reserve
                  Board. The rate to be applied shall be determined as of the
                  date of the Event of Default.

         32.2.7   Nothing herein, however, shall be construed to require
                  Landlord to re-enter and relet in any event. Landlord shall
                  not, in any event, be required to pay Tenant any surplus of
                  any sums received by Landlord on a reletting of the Demised
                  Premises in excess of the rent provided in this Lease.

         32.2.8   If any Event of Default occurs, the Landlord shall have the
                  right, at its option, to declare the rents for the entire
                  remaining Term and other indebtedness, if any, immediately due
                  and payable without regard to whether possession shall have
                  been surrendered to or taken from Landlord, and may commence
                  action immediately thereupon and recover judgment therefor.

         32.2.9   If any Event of Default occurs, Landlord, in addition to other
                  rights and remedies it may have, shall have the right to
                  remove all or any part of the Tenant's property from the
                  Demised Premises and any property removed may be stored in any
                  public warehouse or elsewhere at the cost of, and for the
                  account of Tenant and the Landlord shall not be responsible
                  for the care of safekeeping thereof, and the Tenant hereby
                  waives any and all loss, destruction and/or damage or injury
                  which may be occasioned by any of the aforesaid acts unless
                  due to the negligent or intentional misconduct of Landlord.

         32.2.10  No such reentry or taking possession of the Demised Premises
                  by Landlord shall be construed as an election on Landlord's
                  part to terminate this Lease unless a written notice of such
                  intention is given to Tenant. Notwithstanding any such
                  reletting without termination, Landlord may at all times
                  thereafter elect to terminate this Lease for such previous
                  default or breach. Any such reentry shall be allowed by Tenant
                  without hindrance, and Landlord shall not be liable in damages
                  for any such reentry, or guilty of trespass or forcible entry.

         32.2.11  Any rental which may be due Landlord, whether by acceleration
                  or otherwise, as herein provided in this Article, shall
                  include other costs and expenses denominated as Additional
                  Rent in this Lease.

         32.2.12  Any and all rights, remedies and options given in this Lease
                  to Landlord shall be cumulative and in addition to and without
                  waiver of, or in derogation of, any right or remedy given to
                  it under any law now or hereafter in effect.

32.3     EXPENSES OF ENFORCEMENT. In the event any payment due Landlord under
         this Lease shall not be paid on the due date, said payment shall bear
         interest at the rate of Prime plus three percent (P + 3%) per annum
         from the due date until paid unless otherwise specifically provided
         herein, but the payment of such interest shall not excuse or cure any
         default by





                                       29
<PAGE>

         Tenant under this Lease. In the event that it shall be necessary for
         Landlord, acting reasonably and in good faith, to give more than two
         (2) written notices to Tenant within any twelve (12) month period of
         any violation of this Lease, then Landlord shall be entitled to make an
         administrative charge to Tenant of One Hundred and 00/100 Dollars
         ($100.00) for the third and each subsequent notice given in that twelve
         (12) month period. Tenant recognizes and agrees that the charges which
         Landlord is entitled to make upon the conditions stated in this
         paragraph represent, at the time this Lease is made, a fair and
         reasonable estimate and liquidation of the costs of Landlord in the
         administration of the Center resulting from the events described which
         costs are not contemplated or included in any other rental or charges
         provided to be paid by Tenant to Landlord in this Lease. Any charges
         becoming due under this paragraph of this Lease shall be added and
         become due with the next ensuing monthly payment of Base Rent and shall
         be collectible as a part thereof. In the event that it shall be
         necessary for Tenant, acting reasonably and in good faith, to give
         Landlord more than two (2) written notices of any violation of this
         Lease, then Tenant shall be entitled to make an administrative charge
         to Landlord (or to offset from Base Rent) in the amount of $100 for the
         third and each subsequent notice given in such twelve (12) month
         period.

32.4     PRIME RATE. For purposes of this Lease, "Prime" shall mean and refer to
         the prime commercial lending rate announced from time to time by the
         Wall Street Journal.



                                   ARTICLE 33
                LANDLORD'S RIGHT TO PERFORM FOR TENANT'S ACCOUNT

If Tenant fails to observe or perform any term or condition of this Lease within
the grace period, if any, applicable thereto, then Landlord, upon written notice
to Tenant, may perform the same for the account of Tenant. If Landlord makes any
expenditure or incurs any obligation for the payment of money in connection with
such performance for Tenant's account (including reasonable attorney's fees and
costs in instituting, prosecuting and/or defending any action or proceeding
through appeal), the sums paid or obligations incurred, with interest at the
rate of Prime plus three percent (P + 3%), will be paid by Tenant to Landlord
within ten (10) days after rendition of a bill or statement to Tenant. In the
event Tenant, in the performance or non-performance of any term or condition of
this Lease, should cause an emergency situation to occur or arise within the
Demised Premises posing an immediate threat of damage to property or injury to
persons, then, Landlord may exercise all rights set forth in this paragraph
immediately, providing Tenant with such notice as may be commercially reasonable
given the emergency.






                                       30
<PAGE>

                                   ARTICLE 34
                              ESTOPPEL CERTIFICATE

If, at any time and from time to time, upon the written consent of either party
hereto or any mortgage lender (which includes any purchaser or assignee of a
mortgage), Landlord or Tenant shall, within seven (7) business days after
notice, deliver to the requesting party a certificate executed in recordable
form stating (i) whether or not the Lease is in full force and effect, (ii)
whether or not any rights to renew the Term have been exercised and the date on
which this Lease will terminate, (iii) whether or not this Lease has been
modified or amended in any way and attaching a copy of such modification or
amendment, (iv) whether or not there are any existing defaults under this Lease
to the knowledge of the party executing the certificate, and specifying the
nature of such default(s), (v) the status of rent payments, and (vi) any other
facts regarding the operation of the Lease which the mortgage lender may
reasonably request.

                                   ARTICLE 35
                          RIGHT OF LANDLORD TO ALIENATE

35.1     Subject to the terms of this Lease, Landlord has the unrestricted right
         to sell, assign and otherwise convey the Demised Premises, along with
         other contiguous lands owned by Landlord, whether or not a part of the
         Center. Landlord has the further unrestricted right to mortgage,
         refinance, sell, assign and otherwise convey the Demised Premises,
         alone or with other lands.

35.2     If Landlord's interest in the Demised Premises terminates by reason of
         a bona fide sale or other transfer, Landlord will thereupon be released
         from all further liability to Tenant under this Lease provided that the
         successor landlord expressly assumes in writing all of Landlord's
         obligations under this Lease.

                                   ARTICLE 36
                       SURRENDER OF PREMISES; HOLDING OVER

36.1     Tenant covenants, stipulates and agrees that upon the termination of
         this Lease, whether by lapse of time, default or otherwise, it will, at
         once, peaceably and quietly deliver up to Landlord all of the Demised
         Premises, including the building and improvements situated thereon, in
         good condition, ordinary wear and tear, and damage by fire and
         windstorm excepted, provided Landlord is entitled to and does receive
         all insurance proceeds due in connection with such damage.

36.2     In all events, Tenant will promptly restore all damage caused in
         connection with any removal of Noven Property.

36.3     Without limiting Landlord's rights and remedies, if Tenant holds over
         in possession of the Demised Premises beyond the end of the Term,
         during the holdover period, the rent for the first six (6) holdover
         months will be one hundred fifty percent (150%) of the amount of the
         rent due and payable for the last month of the Term and for any
         subsequent





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<PAGE>

         months of holding over, two hundred percent (200%) of the rent due for
         the last month of the Term.

36.4     Other than at the expiration of the Term provided for in this
         Agreement, no offer of surrender of the Demised Premises, by delivery
         to Landlord or its agent of keys to the Demised Premises or otherwise,
         will be binding on Landlord unless accepted by Landlord in writing,
         specifying the effective surrender of the Demised Premises.

                                   ARTICLE 37
                            COSTS AND ATTORNEY'S FEES

         In connection with any litigation, including appellate proceedings,
arising out of this Lease, the prevailing party shall be entitled to recover
court costs and reasonable attorney's fees at both trial and all appellate
levels.

                                   ARTICLE 38
                                    RADON GAS

         Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding radon and radon testing may be obtained from your local health unit.

         IN WITNESS WHEREOF, Landlord and Tenant have hereunto affixed their
hands and seals, all on the day and year and at the place first above mentioned.

Witnesses:                                 Landlord:
                                           DEERWOOD COMMERCE CENTER, LLC,
                                           a Florida limited liability company

                                           By: /s/ Robert Lechter
--------------------------------------     Name: Robert Lechter
Print Name:                                Title: Manager
           ---------------------------

--------------------------------------
Print Name:
           ---------------------------
                                           Tenant:
                                           NOVEN PHARMACEUTICALS, INC.,
                                           a Delaware corporation

                                           By: /s/ Diane M. Barrett
                                           Name: Diane M. Barrett
--------------------------------------     Title: VP & CFO
Print Name:
           ---------------------------

--------------------------------------
Print Name:






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                              SCHEDULE OF EXHIBITS



Exhibit "A"                Site Plan of Center
Exhibit "B"                BOMA Certification
Exhibit "C"                Schedule of Manufacturers' Warranties
Exhibit "D"                Landlord's Requirements Regarding Signage
Exhibit "E"                Permitted Exceptions
Exhibit "F"                Subordination and Non-Disturbance Agreement
Exhibit "G"                Form of Memorandum of Lease











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