Exhibit
4.20



OFFICE
SPACE LEASE



for



Suite
190

3803
West Chester Pike

Newtown
Square, Pennsylvania 19073



by
and between



CAMPUS
INVESTORS H BUILDING, L.P.

(as
Landlord)



and



INNOCOLL
AG

(as
Tenant)



Date:
October 31, 2015











TABLE OF CONTENTS





|    | Page                               
|--- | -----------------------------------
|    |                                    
|1.  | Definitions                        
|2.  | Premises                           
|3.  | Completion of Premises             
|4.  | Commencement Date                  
|5.  | Use of Premises; Restrictions      
|6.  | Fixed Basic Rent                   
|7.  | Real Estate Taxes                  
|8.  | Operating Expenses                 
|9.  | Interest and Late Charge           
|10. | Insurance                          
|11. | Repairs and Maintenance            
|12. | Utilities and Services             
|13. | Governmental Regulations           
|14. | Alterations, Additions and Fixtures
|15. | Mechanic’s Liens                   
|16. | Negative Covenants of Tenant       
|17. | Landlord’s Right of Entry          
|18. | Damage by Fire or Other Casualty   
|19. | Non-Abatement of Rent              
|20. | Indemnification                    
|21. | Eminent Domain                     
|22. | Quiet Enjoyment                    
|23. | Rules and Regulations              
|24. | Assignment and Sublease            
|25. | Signs                              
|26. | Subordination                      
|27. | Curing Tenant’s Defaults           
|28. | Surrender                          
|29. | Defaults-Remedies                  
|30. | Brokers’ Commission                
|31. | Notices                            





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|32. | Inability to Perform                     | 38
|--- | ---------------------------------------- | --
|33. | Survival                                 | 38
|34. | Tenant’s Authority; Financial Statements | 38
|35. | Waiver of Invalidity of Lease            | 38
|36. | Security Deposit                         | 38
|37. | Estoppel Certificate                     | 39
|38. | Rights Reserved by Landlord              | 39
|39. | Miscellaneous                            | 40
|40. | Additional Definitions                   | 43
|41. | OFAC                                     | 45
|42. | Tenant Waiver                            | 45
|43. | Tenant’s Relocation                      | 46



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THIS
LEASE (the “Lease”) is made the 31 day of October,2015
between CAMPUS INVESTORS H BUILDING, L.P., a Delaware limited partnership (herein referred to as “Landlord”) and INNOCOLL
AG, a German stock corporation (herein referred to as “Tenant”).



PREAMBLE



BASIC
LEASE PROVISIONS AND DEFINITIONS



In
addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease shall have only the meanings
set forth in this Section, unless such meanings are expressly modified, limited, or expanded elsewhere in this Lease.



| | A. | ADDITIONAL
                                         RENTshall mean all sums in addition to Fixed Basic Rent payable
                                         by Tenant to Landlord or to third parties pursuant to the provisions of the Lease.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | B. | ASSOCIATIONshall
                                         mean Kelly Preserve Owners Association, Inc.
| | -- | ------------------------------------------------------------------------------------------------------



| | C. | BASE
                                         YEARshall mean calendar year 2016.
| | -- | --------------------------------------------------------------------------------



| | D. | BROKERshall
                                         mean CBRE.
| | -- | ---------------------------------------------------------------



| | E. | BUILDINGshall
                                         mean the approximately 170,000 rentable square foot office building known as Building
                                         “H” located at 3803 West Chester Pike in Newtown Square, Delaware County,
                                         Pennsylvania 19073, in the Kelly Preserve (“Kelly Preserve”), which is Unit
                                         1 of Ellis Preserve (“Ellis Preserve”), both planned communities pursuant
                                         to the provisions of the Pennsylvania Uniform Planned Community Act, 68 Pa. C.S. §
                                         5101, et seq.,
                                         as amended.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | F. | BUILDING
                                         HOLIDAYSshall be those holidays listed on Exhibit D.
| | -- | ------------------------------------------------------------------------------------------------------



| | G. | DECLARATION shall
                                         mean the Declaration of Kelly Preserve, a Planned Community, dated August 18, 2005 and
                                         recorded in the Office of the Recorder of Deeds of Delaware County, Pennsylvania, in
                                         Book 3572, Page 1118, et seq., as amended from time to time.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | H. | DELIVERY
                                         DATEshall be March 1, 2016.
| | -- | -----------------------------------------------------------------------------



| | I. | EXHIBITS shall
                                         be the following, attached to this Lease and incorporated in this Lease and made a part
                                         of this Lease:
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Exhibit A | Premises                                               
|--------- | -------------------------------------------------------
|Exhibit B | Legal Description of Property                          
|Exhibit C | Work Letter                                            
|Exhibit D | Building Holidays                                      
|Exhibit E | Janitorial Specifications                              
|Exhibit F | Rules and Regulations                                  
|Exhibit G | Tenant Estoppel Certificate                            
|Exhibit H | Confirmation of Lease Term                             
|Exhibit I | Subordination, Non-disturbance and Attornment Agreement



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| | J. | FIXED
                                         BASIC RENT shall be calculated and payable as follows:
| | -- | -----------------------------------------------------------------------------------------------------





|Months |  | RentableSq. Ft. |       |  | Rate
    PerRentable Sq.Foot |   |       | Yearly
    Rate |  |   | Monthly Installment | 
|------ |  | --------------- | ----- |  | ---------------------------- | - | ----- | --------------- |  | - | ------------------- | 
|1-12   |  |                 | 6,824 |  |                              | $ | 26.50 |                 |  | $ | 180,836.00          | 
|13-24  |  |                 | 6,824 |  |                              | $ | 27.30 |                 |  | $ | 186,295.20          | 
|25-36  |  |                 | 6,824 |  |                              | $ | 28.12 |                 |  | $ | 191,890.88          | 







| | K. | PARK shall
                                         mean those certain lands which are the subject of the Ellis Preserve.
| | -- | -------------------------------------------------------------------------------------------------------------------------



| | L. | LEASE
                                         YEAR shall mean, with respect to the first Lease Year, the period
                                         commencing on the Commencement Date and ending on the last day of the month which is
                                         twelve (12) consecutive calendar months following the Commencement Date and, with respect
                                         to each Lease Year thereafter, each consecutive twelve (12) calendar month period thereafter.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | M. | PERMITTED
                                         USEshall be general and executive office use and activities incidental
                                         thereto, and for no other purpose, but at all times subject to the provisions of Section
                                         5(b) of the Lease.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | N. | PREMISESshall be approximately six thousand, eight hundred twenty-four (6,824)
                                         rentable square feet on the first (1st) level of the Building as set forth
                                         on Exhibit A.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | O. | PROPERTYshall
                                         mean the Building and the parcel of land on which the Building is located, being a part
                                         of Kelly Preserve, as more particularly described on Exhibit B attached hereto.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | P. | REAshall
                                         mean the Declaration of Reciprocal Easements by SAP America, Inc., BPG Real Estate Investors-Straw
                                         Party-1, L.P., and BPG Real Estate Investors-Straw Party-2, L.P., dated as of June 23,
                                         2004 and recorded on June 30, 2004 in the Office of the Recorder of Deeds of Delaware
                                         County, Pennsylvania, in Book 3222, Page 404 et
                                         seq.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Q. | SECURITY
                                         DEPOSITshall be the sum of Thirty Thousand One Hundred Thirty Nine
                                         and 34/100 Dollars ($30,139.34) which shall be held in accordance with Section 36 of
                                         the Lease.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | R. | TENANT’S
                                         PROPORTIONATE SHARE shall mean four and one-hundredth percent (4.01%).
                                         This represents the percent equivalent of a fraction, the numerator of which is the number
                                         of rentable square feet contained within the Premises and the denominator of which is
                                         170,000 being the number of rentable square feet contained in the Building.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | S. | TERM shall
                                         mean the period of time commencing on the Commencement Date (as defined in Section 4
                                         of the Lease) and ending three (3) years thereafter, unless otherwise terminated or extended
                                         pursuant to the terms of this Lease.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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For
and in consideration of the covenants contained in this Lease, and upon the terms and conditions set forth in this Lease, Landlord
and Tenant, intending to be legally bound, agree as follows:



1.    Definitions.The definitions set forth in the preceding Preamble shall apply to the same capitalized terms appearing in this Lease.
Additional definitions are contained in Section 40 and throughout this Lease.



2.    Premises.Landlord hereby demises and leases the Premises to Tenant and Tenant hereby leases and takes the Premises from Landlord
for the Term and upon the terms, covenants, conditions, and provisions set forth in this Lease, including the Preamble. Throughout
the Term, Tenant’s interest in the Premises as tenant shall include the nonexclusive access to all roadways, driveways,
sidewalks, loading docks and loading areas, parking areas, landscaped areas, lobbies, hallways, and other facilities which are
located on the Property and which are designated by Landlord from time to time for the use of tenants and occupants of the Building,
but not including the Ellis Gym or other facilities available by membership or payment of fees (collectively, the “Common
Facilities”), subject to the rights of other occupants and users of Ellis Preserve and Kelly Preserve. Tenant shall have
the right under this Lease to the non-exclusive use of a proportionate share of parking spaces in the parking lot of the Building
in compliance with such reasonable rules and regulations as Landlord may promulgate from time to time. Landlord shall have the
right to assign the location of said parking spaces or may designate the location of same from time to time.



3.    Completion
of Premises.The Premises shall be completed in accordance with the plans and specifications for the Premises Work
listed on the Work Letter and its schedules attached hereto as Exhibit C. If the Premises are not Substantially Completed (as
defined in the Work Letter) and delivered to Tenant on or before the Delivery Date for any reason, whether or not within Landlord’s
control, Landlord shall not be subject to any liability to Tenant and no such failure to deliver the Premises by the Delivery
Date or any other date shall in any respect affect the validity or continuance of this Lease or any obligation of Tenant hereunder.



4.    Commencement
Date.The Term shall commence on the date (the “Commencement Date”) which is the first to occur of (a)
the date on which the Premises are actually occupied by Tenant with the Landlord’s permission, or (b) the date the Premises
Work is Substantially Completed or would have been but for the existence of Tenant Delay as such terms are defined in the Work
Letter. Upon Landlord’s request, Tenant shall execute the Confirmation of Lease Term attached hereto as Exhibit H.



5.Use
of Premises; Restrictions.



a.    Subject
to Section 5(b) below, Tenant shall use the Premises throughout the Term for, and only for, the Permitted Use. Tenant shall comply,
and shall cause its agents, employees, and licensees, and shall use reasonable efforts to cause its invitees to comply with the
terms and conditions of the REA and Declaration and any reasonable rules or regulations promulgated by the Association which do
not materially interfere with the conduct of Tenant’s business operations in the Premises. Without limiting the foregoing,
Tenant shall not use or occupy the Premises for any purpose that would (a) cause the Premises or the Property to be



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deemed
a “place of public accommodation” under the Americans with Disabilities Act of 1990 (the “ADA”) or (b)
be inconsistent with the operation of the Property as a first class office building. Tenant may access the Premises twenty-four
(24) hours per day, seven (7) days a week throughout the Term.



b.    Tenant
acknowledges and agrees to comply with those provisions of the Lease Agreement dated August 31, 2005, as amended, between BPG
Real Estate Investors Straw Party – 2, L.P. and Campus Investors Office 2B, L.P. as landlord and Main Line Hospitals, Inc.
as tenant, which provide that no party with an interest in the Park or such party’s successors and assigns, shall lease,
rent, sell, occupy, use, or permit any other premises in any portion of the Park to be used or occupied, whether by tenant, sublessee,
assignee, licensee, or any other occupant, or any buyer of any portion of the Park, or any of their respective successors or assigns,
for a Protected Use, provided, however, nothing shall prohibit landlord thereunder or its affiliates from leasing, renting, selling,
or otherwise conveying space in the Park to any party whose intended and actual use is for administrative or general offices uses,
basic research laboratory uses or any other use which is not a Protected Use. “Protected Use” shall mean hospital,
medical clinic, medical offices (including physician practices, physician groups, dental, osteopathic, chiropractic, and podiatric
offices and services, and other health care providers), ambulatory care services, ambulatory surgical services, in-patient or
out-patient or clinical services, physical therapy, work hardening, occupational therapy services, rehabilitation services, nursing
facility services, home health care services, diagnostic imaging, and other diagnostic or therapeutic services, clinical/reference
laboratory services, health and welfare services, and academic medical centers, provided that the aforementioned exclusives shall
remain applicable to Tenant so long as the applicable lease remains in effect, or for such shorter period that the exclusive remains
in effect, unless waived in writing by the tenant for whom the exclusive was granted.



6.   Fixed
Basic Rent. Commencing on the Commencement Date, Tenant shall pay, throughout the Term, the annual Fixed Basic Rent
in the amount specified in the Preamble, without notice or demand and without setoff or deduction, in monthly installments equal
to one-twelfth (1/12th) of the annual Fixed Basic Rent (specified as Monthly Installments in the Preamble), in advance,
on the first day of each calendar month during the Term. Tenant may make payment of Rent hereunder by direct debit of Tenant’s
bank account through automated clearinghouse deductions of immediately available federal funds to Landlord’s bank account
and Landlord will cooperate with Tenant to establish such arrangement upon request. Such direct debit arrangements will not in
any way modify Tenant’s obligation to make Rent payments hereunder. If the Commencement Date falls on a day other than the
first day of a calendar month, the Fixed Basic Rent that will be due for the balance of the calendar month shall be due and payable
for such month, apportioned on a per diem basis for the period between the Commencement Date and the first day of the next first
full calendar month in the Term and such apportioned sum shall be paid on or before the Commencement Date.



7.Real
Estate Taxes.



| | a. | Definitions.The following terms shall be defined as hereinafter provided:
| | -- | -------------------------------------------------------------------------



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i.             “Real
Estate Taxes” shall mean all taxes, charges, impositions, levies, assessments, and burdens of every kind and nature, whether
general or special, ordinary or extraordinary, foreseen or unforeseen, assessed or imposed by any governmental or quasi-governmental
body or authority or special service district on and/or with respect to the Property or its operation, or the rents therefrom
(including taxes based on gross receipts), or allocated to the Property pursuant to the terms of the Declaration, whether or not
directly paid by Landlord, subject to the following:



(1)  There
shall be excluded from Real Estate Taxes all penalties or interest assessed due to the late payment of any Real Estate Taxes,
income taxes, excess profit taxes, excise taxes, franchise taxes, estate, succession, inheritance, and transfer taxes; provided,
however, that if, due to a future change in the method of taxation or assessment, any such tax, however designated, shall be imposed
in substitution, in whole or in part, for (or in lieu of all or any part of any contemplated increase in) any tax, charge, imposition,
levy, assessment, or burden which would otherwise be included within the definition of Real Estate Taxes, such other tax shall
be deemed to be included within the definition of Real Estate Taxes as defined herein to the extent of such substitution or imposition
in lieu.



(2)  Use
and occupancy taxes shall be excluded from Real Estate Taxes, however, such amounts shall be paid by Tenant to Landlord pursuant
to Section 8.



(3)  Real
Estate Taxes shall also encompass all of Landlord’s reasonable expenses, including but not limited to reasonable attorneys’
fees and expenses, incurred by Landlord in any effort to minimize Real Estate Taxes whether by contesting proposed increases in
assessments, applying for the benefit of any tax abatement program available for the Property, appealing the denial of any such
tax abatement, or contesting any challenge to the validity of any tax abatement program or its applicability to the Property or
by any other means or procedures appropriate in the circumstances; provided, however, that under no circumstances shall Landlord
have any obligation to undertake any contest, appeal or other procedure to minimize Real Estate Taxes or to obtain or maintain
the benefits of any tax abatement program for the Property.



ii.            “Tax
Year” shall mean each calendar year, or such other period of twelve (12) months as now or hereafter may be duly adopted
as the fiscal year for real estate tax purposes of the governmental unit in which the Property is located, occurring during the
Term.



iii.           “Tax
Statement” shall mean a statement provided by Landlord, setting forth in reasonable detail: (a) the Real Estate Taxes for
the Tax Year(s) (or portion thereof if less than a full Tax Year(s) within the Term immediately precedes the Tax Year in which
such statement is issued; (b) Tenant’s Tax Payment (defined in Section 7(b)) for such preceding Tax Year(s), prorated if
only a part of a Tax Year falls within the Term; (c) the amount of payments made by Tenant on account of Tenant’s Tax Payment
during such preceding Tax Year(s); (d) the amount of payments of the Monthly Tax Payment Estimate (defined in Section 7(b)(i)(l))
made to date by Tenant in the Tax Year in which the Tax Statement is issued; and (e) the Monthly Tax Payment Estimate for the
Tax Year in which the Tax Statement is issued.



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b.   Payment
of Tenant’s Tax Payment.Commencing on January 1, 2017, Tenant shall pay to Landlord, as Additional Rent hereunder,
an amount equal to Tenant’s Proportionate Share of the total excess, if any, in Real Estate Taxes for such Tax Year over
the Real Estate Taxes for the Base Year, prorated on a per diem basis for any partial Tax Year within the Term (“Tenant’s
Tax Payment”). For any portion of a Tax Year during the Term, Tenant’s Tax Payment shall be prorated on a per diem
basis.



i.             Such
Tenant’s Tax Payment shall be paid in the following manner:



(1)  Beginning
on January 1, 2017, and continuing thereafter during each Tax Year during the Term on the first day of each month until receipt
of the next Tax Statement, Tenant will pay Landlord an amount set by Landlord sufficient to pay Landlord’s estimate (reasonably
based on the actual Real Estate Taxes for the preceding Tax Years (but subject to the provision of Section 7(b)(ii) below) and
Landlord’s projections of any anticipated increases or decreases thereof) of Tenant’s Tax Payment for the current
Tax Year (or remaining portion thereof) (the “Monthly Tax Payment Estimate”). The Monthly Tax Payment Estimate for
a period less than a full calendar month shall be duly prorated.



(2)  Following
the end of each Tax Year, Landlord shall furnish Tenant a Tax Statement setting forth the information described in Section 7(a)(iii)
above. Within thirty (30) days following the receipt of such Tax Statement (the “Tax Expense Share Date”) Tenant shall
pay to Landlord: (i) the amount by which the Tenant’s Tax Payment for the Tax Year (or portion thereof) covered by the Tax
Statement exceeds the aggregate of Monthly Tax Payment Estimates paid by Tenant with respect to such Tax Year (or portion thereof);
and (ii) the amount by which the Monthly Tax Payment Estimate for the current Tax Year as shown on the Tax Statement multiplied
by the number of months elapsed to date in the current Tax Year (including the month in which payment is made) exceeds the aggregate
amount of payments of the Monthly Tax Payment Estimate theretofore made in the Tax Year in which the Tax Statement is issued.
Landlord shall diligently endeavor to furnish Tenant a Tax Statement not later than one hundred twenty (120) days following the
end of each Tax Year.



(3)  On
the first day of the first month following receipt by Tenant of any annual Tax Statement and continuing thereafter on the first
day of each succeeding month until the issuance of the next ensuing Tax Statement, Tenant shall pay Landlord the amount of the
Monthly Tax Payment Estimate shown on the Tax Statement.



(4)  If
on any Tax Expense Share Date Tenant’s payments of the installments of the Monthly Tax Payment Estimate for the preceding
year’s Real Estate Taxes are greater than Tenant’s Tax Payment for such preceding Tax Year, Landlord shall credit
Tenant with any excess, which credit may be offset by Tenant against next due installments of Rent. If the Term expires prior
to the Tax Expense Share Date for the applicable Tax Year and if Tenant’s payments of Monthly Tax Payment Estimate either
exceed or are less than Tenant’s Tax Payment, Landlord shall send the Tax Statement to Tenant, and an appropriate payment
from Tenant to Landlord or refund from Landlord to Tenant shall be made on the Tax Expense Share Date. The provisions of this
Section 7(b)(i)(4) shall remain in effect notwithstanding any termination of this Lease; provided however, that if upon termination
of this Lease Tenant owes Landlord any sums under this Lease (for Rent or otherwise), Landlord shall have the right to



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reduce
the amount of any refund due Tenant under this Section 7(b)(i)(4) against such sums owed by Tenant to Landlord.



ii.             Real
Estate Taxes with respect to a Tax Year which is the subject of an appeal filed by or on behalf of Landlord shall be paid on the
basis of the amount reflected in the tax bill and shall not be adjusted until the final determination of the appeal. Upon such
determination of any appeal, Landlord will notify Tenant in writing of the actual amount of Tenant’s Tax Share of the Real
Estate Taxes for the year or years which were the subject of the appeal and the amount, if any, remaining due by Tenant in excess
of Tenant’s estimated payments. Tenant shall pay such entire amount so due on the due date for the next installment of Fixed
Basic Rent, or if this Lease has terminated, Tenant shall pay the amount due within fifteen (15) days after receipt of Landlord’s
notice. If the final determination of the appeal results in a reduction of the Real Estate Taxes at issue and Landlord receives
an actual refund from the taxing authority on account of overpayment of Real Estate Taxes for such year, Tenant shall receive
a credit against the installment of Fixed Basic Rent next coming due in the amount by which Tenant’s payments on account
of Tenant’s Tax Share of such Real Estate Taxes exceeded the payments actually due for the applicable year.



iii.            Any
Tax Statement or other notice from Landlord pursuant to this Section 7(b) shall be deemed approved by Tenant as correct unless
within sixty (60) days after the furnishing thereof, Tenant shall notify Landlord in writing that it disputes the correctness
of the Tax Statement or other notice, specifying in detail the basis for such assertion. Pending the resolution of such dispute,
however, Tenant shall make payments in accordance with said Tax Statement or other notice.



c.     Tenant’s
Personalty. Tenant shall pay all taxes imposed upon Tenant’s furnishings, trade fixtures, equipment, or other personal property.



8.Operating
Expenses.



a.     Definitions.As used in this Section 8 the following terms shall be defined as hereinafter provided:



i.              “Operating
Year” shall mean each calendar year, or such other period of twelve (12) months as hereafter may be adopted by Landlord
as its fiscal year, occurring either in whole or in part during the Term.



ii.             “Operating
Expense Statement” shall mean a statement provided by Landlord, setting forth in reasonable detail: (a) the Operating Expenses
for the Operating Year (or portion thereof if less than a full Operating Year) immediately preceding the Operating Year in which
the statement is issued, reasonably detailed by major categories; (b) the Tenant’s Expense Payment (defined in Section 8(b))
for such preceding Operating Year, prorated if only a part of the Operating Year falls within the Term; (c) the amount of payments
made by Tenant on account of the Tenant’s Expense Payment during such preceding Operating Year; (d) the amount of payments
of the Monthly Operating Expense Estimate (defined in Section 8(b)(i)(1)) made to date by Tenant in the Operating Year in which
the Expense Statement is issued; and (e) the



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Monthly
Operating Expense Estimate for the Operating Year in which the Operating Expense Statement is issued.



iii.            “Operating
Expenses” shall mean



(1)  the
expenses incurred by Landlord in connection with the operation, repair, maintenance, replacement, protection and management of
the Property, including by way of example rather than of limitation, the following:



(a)  gas,
oil, steam, fuel, water, and sewer charges;



(b)  all
other utility charges (including surcharges) of whatever nature, except for electricity paid for by Tenant pursuant to Section
12 below;



(c)  insurance
premiums and the amounts of any deductibles and uninsured losses paid by Landlord with respect to the Building or Property;



(d)  personnel
costs (including, but not limited to, salaries, wages, fringe benefits, taxes, insurance, and other direct and indirect cost)
for all persons employed by Landlord in connection with the management, maintenance, operation, replacement, and repair of the
Property;



(e)  service
and maintenance contracts for the Building or Property including, but not limited to, cleaning, trash removal, window cleaning,
exterminating, and any security services provided;



(f)  all
other maintenance, repair, and replacement expenses, both interior and exterior;



(g)  maintenance
and repair of the HVAC System, including, those components which service space leased to tenants;



(h)  tools,
equipment, furniture, furnishings, materials, supplies, and uniforms;



(i)  signage
and decorations, excluding signage which Landlord is required to install pursuant to Section 25(a) of this Lease;



(j)
 cleaning, maintenance, repair, and replacement of the Common Facilities, including, without limitation, removal of ice and
snow and landscaping;



(k)
 licenses and permits;



(1)  Landlord’s
general corporate overhead and administrative expenses to the extent incurred in conjunction with the operation of the onsite
property management office;



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(m)  reasonable,
actual legal and other professional fees incurred in connection with the operation of the Property, including, without limitation,
accounting fees for preparing the Operating Expense Statement and Tax Statement;



(n)  management
fees payable to any managing agent as reasonably determined by Landlord;



(o)  all
fees, expenses, costs, assessments, levies, and charges now or hereafter allocated to or assessed, levied, or imposed upon the
Property or the owner thereof by the Association pursuant to the Declaration or otherwise;



(p)  all
fees, expenses, costs, and charges incurred by Landlord or allocated to or assessed, levied, or imposed upon the Property or the
owner thereof pursuant to the terms and conditions of any agreements to which the Property is subject, including, without limitation,
the REA;



(q)  fair
market rental value and other costs with respect to the management office for the Building;



(r)  sales
and use taxes and any taxes imposed on personal property owned by Landlord and used in connection with the Property and taxes
on any of the expenses which are included in Operating Expenses; and



(s)  the
cost of any Qualified Capital Improvement made by Landlord, amortized on a straight line basis over the useful life of the improvement
in accordance with generally accepted accounting principles. If Landlord shall lease such Qualified Capital Improvement, then
the rentals or other operating costs paid pursuant to such lease shall be included in Operating Expenses for each year in which
they are incurred. Notwithstanding the foregoing, if Landlord shall effectuate savings in labor or energy related costs or other
Operating Expenses as a result of the installation of new devices or equipment, then Landlord may, in lieu of the above, elect
to include up to the full amount of any such savings in each Operating Year (beginning with the Operating Year in which the equipment
is placed in service) as an Operating Expense until Landlord has recovered thereby the cost of installation of said devices or
equipment and interest thereon as above provided, even if the result of such application will result in the amortization of such
costs over a period shorter than its useful life. Landlord shall notify Tenant in writing if Landlord elects to include such savings
in Operating Expenses, and in such case, shall include with each Operating Expense Statement for the relevant Operating Year(s),
a statement of the amount of savings in Operating Expenses for the relevant Operating Year(s).



(2)  Operating
Expenses shall be “net” and, for that purpose, shall be reduced by the amounts of any reimbursement or credit received
by Landlord with respect to an item of cost that is included within Operating Expenses (other than reimbursements to Landlord
by tenants of the Building pursuant either to operating expense provisions of any lease or separate contractual arrangements).



(3)  In
determining Operating Expenses for any Operating Year during which less than ninety-five percent (95%) of the rentable area of
the Building shall have



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been
occupied by tenants receiving services which form the basis for Operating Expenses for more than thirty (30) days during such
year, the components of the actual Operating Expenses that are variable based upon occupancy for such year shall be increased
to the amount which normally would have been incurred for such Operating Year had all such services been provided to tenants occupying
ninety-five percent (95%) of the Building throughout such Operating Year, as reasonably determined by Landlord, and shall include
during any year in which construction warranties or guaranties eliminate or reduce the need for service contracts on Building
systems or components, the reasonable cost of such service contracts that would otherwise be required notwithstanding such construction
warranties or guaranties. Notwithstanding the foregoing, in no event shall Landlord receive more than one hundred percent (100%)
of the Building’s actual Operating Expenses as a result of the operation of this Section 8(a)(iii)(3).



(4)  Notwithstanding
the provisions of Section 8(a)(iii)(l), “Operating Expenses” shall not include expenditures for any of the following:



(a)  Any
capital addition made to the Building except as specifically set forth in Section 8(a)(iii)(l) above.



(b)  Repairs
or other work occasioned by fire, windstorm, or other insured casualty or hazard, to the extent that Landlord shall receive proceeds
of such insurance.



(c)  Leasing
commissions and advertising expenses incurred in leasing or procuring new tenants.



(d)  Repairs
or rebuilding necessitated by condemnation to the extent that Landlord has received condemnation proceeds for such repairs or
rebuilding.



(e)  Depreciation
and amortization of the Building or any improvement, replacement or addition thereto, other than as permitted pursuant to Section
8(a)(iii)(l)(s).



(f)  Real
Estate Taxes.



(g)  The
salaries and benefits of executive officers of Landlord, if any.



(h)  Debt
service payments on any indebtedness applicable to the Property, including any mortgage debt.



iv.           “Monthly
Operating Expense Estimate” shall have the meaning specified in Section 8(b)(i)(l) hereof.



v.            “Qualified
Capital Improvement” shall mean (a) a labor saving device, energy saving device or other installation, improvement, or replacement
which is intended to reduce Operating Expenses, whether or not voluntary or required by Law, or (b) an installation or improvement
required by law, or (c) an installation or improvement which is primarily intended to improve the health, safety, or welfare of
tenants of the Building.



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vi.           “Controllable
Operating Expenses” shall mean all Operating Expenses other than Non-Controllable Operating Expenses.



vii.          “Non-Controllable
Operating Expenses” shall mean utility costs, snow and ice removal expenses, insurance premiums, trash removal expenses,
other items the unit cost and quantity requirements of which are not susceptible to pre-negotiation by Landlord, or which are
otherwise not reasonably controllable by Landlord (such as, but not limited to, increases in the minimum wage which may affect
the cost of service contracts).



b.    Tenant’s
Expense Payment.Commencing on January 1, 2017, Tenant shall pay to Landlord as Additional Rent hereunder an amount
equal to Tenant’s Proportionate Share of the total excess, if any, in Operating Expenses for such Operating Year over Operating
Expenses for the Base Year (“Tenant’s Expense Payment”). For any portion of an Operating Year less than a full
twelve (12) month period occurring within the Term, Tenant’s Expense Payment shall be prorated on a per diem basis.



i.              Such
Tenant’s Expense Payment shall be paid in the following manner:



(1)  Beginning
on January 1, 2017, and continuing thereafter during each Operating Year during the Term on the first day of each month until
receipt of the next Operating Expense Statement, Tenant will pay Landlord an amount set by Landlord sufficient to pay Landlord’s
estimate (reasonably based on the actual Operating Expenses for the preceding Operating Year and Landlord’s projections
of any anticipated increases or decreases thereof) of Tenant’s Expense Payment for the current Operating Year (or remaining
portion thereof) (the “Monthly Operating Expense Estimate”). The Monthly Operating Expense Estimate for a period less
than a full calendar month shall be duly prorated.



(2)  Following
the end of each Operating Year, Landlord shall furnish Tenant an Operating Expense Statement setting forth the information described
in Section 8(a)(ii) above. Within fifteen (15) days following the receipt of such Operating Expense Statement (the “Expense
Share Date”) Tenant shall pay to Landlord: (i) the amount by which the Tenant’s Expense Payment for the Operating
Year (or portion thereof) covered by the Operating Expense Statement exceeds the aggregate of Monthly Operating Expense Estimates
paid by Tenant with respect to such Operating Year (or portion thereof); and (ii) the amount by which the Monthly Operating Expense
Estimate for the current Operating Year as shown on the Operating Expense Statement multiplied by the number of months elapsed
to date in the current Operating Year (including the month in which payment is made) exceeds the aggregate amount of payments
of the Monthly Operating Expense Estimate theretofore made in the Operating Year in which the Operating Expense Statement is issued.
Landlord shall diligently endeavor to furnish Tenant an Operating Expense Statement not later than one hundred and twenty (120)
days following the end of each Operating Year.



(3)  On
the first day of the first month following receipt by Tenant of any annual Operating Expense Statement and continuing thereafter
on the first day of each succeeding month until the issuance of the next ensuing Operating Expense Statement, Tenant



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shall
pay Landlord the amount of the Monthly Operating Expense Estimate shown on the Operating Expense Statement.



(4)  If
on any Expense Share Date Tenant’s payments of the installments of the Monthly Operating Expense Estimate for the preceding
year’s Operating Expenses are greater than Tenant’s Expense Payment for such preceding Operating Year, Landlord shall
credit Tenant with any excess, which credit may be offset by Tenant against next due installments of Rent. If the Term expires
prior to the Expense Share Date for the applicable Operating Year and if Tenant’s payments of Monthly Operating Expense
Estimate either exceed or are less than Tenant’s Expense Payment, Landlord shall send the Operating Expense Statement to
Tenant, and an appropriate payment from Tenant to Landlord or refund from Landlord to Tenant shall be made on the Expense Share
Date. The provisions of this Section 8(b)(i)(4) shall remain in effect notwithstanding any termination of this Lease; provided
however, that if upon termination of this Lease Tenant owes Landlord any sums under this Lease (for Rent or otherwise), Landlord
shall have the right to reduce the amount of any refund due Tenant under this Section 8(b)(i)(4) against such sums owed by Tenant
to Landlord.



ii.             Any
Operating Expense Statement or other notice from Landlord pursuant to this Section 8 shall be deemed approved by Tenant as correct
unless, within sixty (60) days after the furnishing thereof, Tenant shall notify Landlord in writing that it disputes the correctness
of the Operating Expense Statement or other notice, specifying in detail the bases for such assertion. Notwithstanding any dispute
concerning any Operating Expense Statement or other notice, Tenant shall continue to make payments in accordance with said Operating
Expense Statement or other notice pending the resolution of such dispute.



c.     Cam
Cap. Notwithstanding any provision of this Lease to the contrary, for the calendar year commencing on January 1, 2017
and each year thereafter during the Term, Controllable Operating Expenses charged as part of Operating Expenses for any calendar
year shall be subject to and limited by a cap (the “Cam Cap”), which cap shall equal the aggregate amount of all Controllable
Operating Expenses that were charged as part of Operating Expenses for the prior calendar year or with respect to the Base Year
were included in the determination of Operating Expenses for the Base Year, as increased by 3%.



9. Interest
and Late Charge.Landlord may charge a late payment charge of five percent (5%) of any installment of Fixed Basic Rent
or Additional Rent that is not paid within ten (10) days of the due date thereof. Any amount due from Tenant to Landlord which
is not paid when due shall bear interest (“Interest” or “interest”) at an interest rate equal to the Prime
Rate published from time to time in the Money Rates column of the Wall Street Journal plus two percent (2%) (or, if lower, the
highest rate then allowed under the usury laws of the Commonwealth of Pennsylvania) from the date due until the date paid. The
right of Landlord to charge a late charge and to charge interest with respect to past due amounts is in addition to Landlord’s
rights and remedies upon an Event of Default.



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10.  Insurance



a.    Tenant’s
Insurance.



i.              Tenant
covenants and represents, such covenants and representations being specifically designed to induce Landlord to execute this Lease,
that during the entire Term, at its sole cost and expense, Tenant shall obtain, maintain, and keep in full force and effect the
following insurance:



(1)  “All
Risk” property insurance against fire, theft, vandalism, malicious mischief, sprinkler leakage, and such additional perils
as are now, or hereafter may be, included in a “Special Coverage form” from time to time in general use in the Commonwealth
of Pennsylvania upon property of every description and kind owned by Tenant and or under Tenant’s care, custody, or control
located within the Premises or for which Tenant is legally liable, including by way of example and not by way of limitation, furniture,
fixtures, fittings, installations, and any other personal property (but excluding the Premises Work done by Landlord in connection
with Exhibit C which is owned by Landlord) in an amount equal to the full replacement cost thereof with reasonable deductible
amounts.



(2)  Commercial
General Liability Insurance coverage to include bodily injury, property damage, personal injury with limits of (a) One Million
and 00/100 Dollars ($1,000,000.00) each occurrence: Two Million and 00/100 Dollars ($2,000,000.00) General Aggregate (Per Location
if covered on blanket policy applying to multiple locations); One Million and 00/100 Dollars ($1,000,000.00) Products and completed
Operations Aggregate; One Million and 00/100 Dollars ($1,000,000.00) Personal and Advertising Injury insuring against operations
hazard, contractual liability, products and completed operations liability naming Landlord and Landlord’s mortgagee and
ground lessors (if any) as additional insureds with such commercially reasonable increases as Landlord may request from time to
time.



(3)  Workers’
Compensation coverage statutory as required by state of domicile and Employer’s Liability coverage with limits of Five Hundred
Thousand and 00/100 Dollars ($500,000.00) each accident; Five Hundred Thousand and 00/100 Dollars ($500,000.00) each person by
disease; Five Hundred Thousand and 00/100 Dollars ($500,000.00) policy limit by disease.



(4)  Umbrella
or Excess Liability not limited to but at least Three Million and 00/100 Dollars ($3,000,000.00) each occurrence and Three Million
and 00/100 Dollars ($3,000,000.00) aggregate including Landlord and Landlord’s mortgagee and ground lessors (if any) as
additional insureds.



(5)  Any
other form or forms of insurance or any increase in the limits of any of the aforesaid enumerated coverages or other forms of
insurance as Landlord or the mortgagees or ground lessors (if any) of Landlord may reasonably require from time to time if said
coverage and/or limits become less than that commonly maintained by first class office building tenants in the metropolitan Philadelphia
area.



ii.            All
property insurance policies shall be taken out with insurers rated A (or if such ratings are not in effect, the equivalent thereof)
by Best Rating Service, or any successor thereto (or if there be none, an organization having a National reputation) who are licensed
to do business in the state in which the Property is located. A certificate evidencing such insurance shall be delivered to Landlord
prior to the Commencement Date hereof. Such



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insurance
policy or certificate will provide an undertaking by the insurers to notify Landlord and the mortgagees or ground lessors (if
any) of Landlord in writing not less than thirty (30) days prior to any material change, reduction in coverage, cancellation,
or other termination thereof. The aforesaid insurance shall be written with commercially reasonable deductibles.



iii.           Tenant
agrees that it will not keep or use or offer for sale (if sales of goods is a permitted use pursuant to this Lease) in or upon
the Premises or within the Property any article which may be prohibited by any insurance policy in force from time to time covering
the Property or Premises. In the event Tenant’s occupancy or conduct of business in or on the Premises or Property, whether
or not Landlord has consented to the same, results in any increase in premiums for insurance carried from time to time by Landlord
with respect to the Building, the Property or the Premises, Tenant shall pay such increase in premiums as Additional Rent within
thirty (30) days after being billed therefor by Landlord. Tenant shall promptly comply with all reasonable requirements of the
insurance authority or of any insurer now or hereafter in effect relating to the Building, the Property or Premises.



b.    Landlord’s
Insurance. Landlord covenants and agrees that throughout the Term it will (i) insure the Property and the Building
(excluding any property of Tenant with respect to which Tenant is obligated to insure pursuant to Section 10(a)(i)(l) above) against
“All Risks” or equivalent property insurance against fire, theft, vandalism, malicious mischief, sprinkler leakage,
and such additional perils as are now, or hereafter may be, included in a ’’Special coverage form” that from
time to time in general use in the Commonwealth of Pennsylvania, including windstorm and flood, in an amount equal to the full
replacement cost of the Building; and (ii) maintain commercial general liability insurance with respect to the Building and the
Property in such reasonable amounts with such reasonable deductibles as required by any mortgagee or ground lessor, or, if none,
as would be carried by a prudent owner of a first class office building in the area. In addition, Landlord shall maintain and
keep in force and effect during the Term, rental income insurance insuring Landlord against abatement or loss of Fixed Basic Rent,
including items of Additional Rent, in case of fire or other casualty similarly insured against, in an amount at least equal to
the Fixed Basic Rent and Additional Rent during, at the minimum, one (1) Lease Year hereunder. Landlord may, but shall not be
obligated to, take out and carry any other forms of insurance as it or the mortgagee or ground lessor (if any) of Landlord may
require or reasonably determine available. All insurance carried by Landlord on the Building and the Property or in connection
with its ownership or operation thereof shall be included as an Operating Expense pursuant to Section 8. Notwithstanding its inclusion
as an Operating Expense or any contribution by Tenant to the cost of insurance premiums by Tenant as provided herein, Tenant acknowledges
that it has no right to receive any proceeds from any such insurance policies carried by Landlord although Landlord shall use
such proceeds in the repair and reconstruction of the Building, the Property, and the Premises. Landlord will not carry insurance
of any kind on Tenant’s furniture or furnishings, or on any fixtures, equipment, appurtenances, or improvements of Tenant
under this Lease (other than the improvements being performed by Landlord for Tenant prior to the Commencement Date, all of which
shall be insured by Landlord), and Landlord shall not be obligated to repair any damage thereto or replace the same.



c.    Waiver
of Subrogation.Any policy or policies of fire, extended coverage, or other property insurance, which either party
obtains in connection with the Premises, Building,



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or
Property shall include a clause or endorsement denying the insurer any rights of subrogation against the other party (i.e., Landlord
or Tenant) for all perils covered by such policy. Should such waiver not be available then the policy for which the waiver is
not available must name the other party as an additional insured affording it the same coverage as that provided the party obtaining
such coverage. Any provision of this Lease to the contrary notwithstanding, Landlord and Tenant hereby release the other from
any and all liability or responsibility to the other or anyone claiming through or under them by way of subrogation or otherwise
(a) from any and all liability for any loss or damage to the property of the releasing party; (b) for any loss or damage that
may result, directly or indirectly, from the loss or damage to such property (including rental value and business interruption);
and (c) from legal liability for any loss or damage to property (no matter who the owner of the property may be), all to the extent
that the releasing party’s loss or damage is insured or was required to be insured under the terms of this Lease, even if
such loss or damage or legal liability shall be caused by or result from the fault or negligence of the other party or anyone
for whom such party may be responsible and even if the releasing party is self-insured in whole or in part or the amount of the
releasing party’s insurance is inadequate to cover the loss or damage or legal liability. It is the intention of the parties
that Landlord and Tenant shall look solely to their respective insurance carriers for recovery against any such property loss
or damage or legal liability, without such insurance carriers having any rights of subrogation against the other party.



11.Repairs
and Maintenance.



a.    Tenant
shall, throughout the Term, and at Tenant’s sole cost and expense subject to Sections 11(b) below and 10(c) above, keep
and maintain the Premises in a neat and orderly condition; and, upon expiration of the Term or earlier termination of this Lease,
Tenant shall leave the Premises in a neat, orderly, and broom clean condition, reasonable wear and tear, damage by fire or other
casualty alone excepted. Subject to Section 10(c) above, Tenant shall be responsible for repair of damage to the Premises caused
by Tenant, its agents and contractors and their respective employees. Tenant shall not permit any waste to the Premises. Tenant
shall not use any portion of the Common Facilities for other than their intended use as reasonably specified by Landlord from
time to time.



b.    Landlord
shall, throughout the Term, make all necessary repairs to the structural elements and Building operating systems and exterior
windows and doors of the Premises and other improvements located on the Property (other than, but subject to Section 10(c), repair
of damage to the Premises caused by Tenant, its agents and contractors and their respective employees); provided, however, that
Landlord shall have no responsibility to make any repairs unless and until Landlord receives written notice of the need for such
repair and provided further that Landlord shall not be obligated to repair any tenant improvements or Building systems which are
not included as part of Premises Work (as set forth in the Work Letter). Landlord shall make any applicable repairs promptly upon
receiving Tenant’s written notice of the need for such repair. All costs and expenses incurred by Landlord in connection
with Landlord’s obligations under this Section 11(b) shall be included in Operating Expenses unless such expense is expressly
excluded from the definition of Operating Expenses.



c.    Landlord
shall keep and maintain or cause the Association to keep and maintain all Common Facilities of the Property and any sidewalks,
parking areas, curbs, and



-15-







access
ways adjoining the Property in a clean and orderly condition, free of accumulation of dirt and rubbish, snow and ice, and shall
keep and maintain all landscaped areas within the Property in a neat and orderly condition. All costs and expenses incurred by
Landlord in connection with Landlord’s obligations under this Section 11(c) shall be included in Operating Expenses unless
such expense is expressly excluded from the definition of Operating Expenses.



12.Utilities
and Services.



a.    HVAC.



i.              The
heating, ventilating, and air conditioning for the Building (including both Common Facilities and portions of the Building which
are leased to tenants) is provided through an electrically operated package unit system (the “HVAC System”). As provided
in Section 12(b) below, the costs of electrical service for the HVAC System are payable by Tenant, to the extent allocable to
heating, ventilating, and cooling of the Premises as well as to the extent allocable to heating, ventilating, and cooling of the
Common Facilities in the Building. Landlord shall maintain and repair the HVAC System, and the cost thereof shall be included
in Operating Expenses.



ii.             If
Tenant requires supplementary heating, ventilating, or air conditioning for its Premises, Tenant shall pay all costs in connection
with the installation and operation thereof. If Tenant requires HVAC service outside of the Building’s Business Hours (as
defined below), Tenant shall notify the property manager by 2:00 p.m. on the preceding business day and shall pay all costs associated
with such after-hours service at Landlord’s actual cost of operation without mark-up within ten (10) days after delivery
of a statement from Landlord for the amount due.



b.   Electric.



i.             At
Tenant’s cost and expense, Landlord shall furnish electrical service sufficient for (a) customary office lighting levels
and operation of desktop portable office equipment, (b) the operation of those package units of the HVAC System which service
the Premises, and (c) any special electrical requirements set forth in the Premises Plans.



ii.             Tenant
agrees that its consumption of electric energy will be submetered by Landlord, or if no submeter shall be installed, Landlord
shall reasonably calculate Tenant’s consumption of electricity. Landlord shall compute the cost of the electricity used
by Tenant on the basis of the rate paid by Landlord to the utility company (including all demand costs, surcharges, taxes, fuel
adjustments, transfer charges and similar charges paid by Landlord to such utility) and shall bill the amount to Tenant. Upon
request of Tenant, Landlord shall provide to Tenant copies of any such utility bills. Tenant shall pay Landlord all such charges
as Additional Rent within ten (10) days after delivery of a statement from Landlord for the amount due. Tenant acknowledges that
some of the package units of the HVAC System which service the Premises may now or in the future service other portions of the
Building, and that, accordingly, Tenant’s use thereof may not be separately submetered. Landlord shall allocate the electrical
costs associated with operation of any such package units based upon the square footage serviced by such units, or in accordance
with such other method as Landlord shall



-16-







determine
to be reasonable. Landlord, at its option, in lieu of such charges to Tenant for Tenant’s actual electrical usage, may bill
Tenant a monthly estimate of such electric charges, subject to annual reconciliation based on actual usage per Tenant’s
submeter. Tenant shall pay Landlord the cost of such electrical energy, as so calculated on a monthly basis, as Additional Rent,
together with the payment of Fixed Basic Rent.



iii.           Tenant
shall be billed its proportionate share of charges for electricity (including any taxes on such service) for the Common Facilities
of the Building, as well as Tenant’s proportionate share of the costs of electrical service for the HVAC System allocable
to heating, ventilating, and cooling of the Common Facilities in the Building, as reasonably determined by Landlord by proration
or otherwise, and at the same rate as Tenant would pay directly to the utility company for providing such service. All such charges
for such service shall be due and payable by Tenant within ten (10) days after receiving bills therefor from Landlord.



iv.           Tenant
agrees that if, in the future, it is required by the Pennsylvania Public Utility Commission or by a Federal or state law or by
applicable tariff as a necessary condition to the supply of electric energy to the Premises or any part thereof, to become the
direct customer of the applicable utility, Tenant will do so.



v.            Tenant’s
use of electric energy shall not at any time exceed the safe capacity of the electric conductors, wiring, or equipment in or serving
the Premises.



vi.           Landlord
shall promptly replace light bulbs and tubes upon notice from Tenant. The cost of replacement light bulbs, tubes, lamps, and ballasts,
plus the labor cost for such replacement, shall be paid by Tenant as Additional Rent within ten (10) days after delivery of a
statement from Landlord for the amount due.



c.   Water.Landlord shall provide hot and cold water for normal lavatory purposes. If Tenant requires water for additional purposes,
Landlord may, at Tenant’s expense, install meters to measure the water used by Tenant for such additional purposes. Landlord
shall compute the cost of the water used by Tenant for such additional purposes and shall bill such amount to Tenant on a monthly
basis. Tenant shall pay Landlord all such charges as Additional Rent within ten (10) days after delivery of a statement from Landlord
for the amount due.



d.   Elevator
Service.Landlord shall provide normal elevator service during Business Hours and shall provide limited elevator service
at other times. Landlord shall provide freight elevator service at reasonable times. “Business Hours” shall mean Monday
through Friday from 8:00 a.m. to 6:00 p.m. and Saturday from 9:00 a.m. to 1:00 p.m.



e.Janitorial
Service to the Premises.



i.              Landlord
shall provide janitorial service to the Premises, including general cleaning and trash removal, Monday through Friday (excluding
Holidays), after Business Hours, in accordance with standards set forth on Exhibit E attached hereto.



ii.             If
Tenant requires janitorial services in excess of those provided by Landlord, Tenant shall arrange for such additional services
through Landlord, and shall pay



-17-







Landlord
for such additional services within thirty (30) days after delivery of a statement from Landlord for the amount due.



f.    Cleaning,
Maintenance and Repair by Landlord.



i.             Landlord
shall make all necessary repairs to the following components of the Building promptly after notice from Tenant or otherwise as
necessary:



(1) the
exterior windows, walls, and other structural parts of the Premises and the Building;



(2) the
base building plumbing, the HVAC System, and any other mechanical or electrical systems;



(3) the
roof of the Building; and



(4) the
Common Facilities.



ii.            Landlord’s
obligations under this Section 12(f) are subject to the following limitations:



(1) Landlord
shall not be obligated to make any repair until the expiration of a reasonable period of time after becoming aware (by notice
from Tenant or otherwise) that such repair is needed. Tenant shall give Landlord prompt written notice of the need for any repair.



(2) Tenant
shall reimburse Landlord for all reasonable, actual costs and expenses of repairing and replacing all damage or injury to the
Building caused by the negligence or willful misconduct of Tenant or any of its employees, agents, invitees, licensees, subtenants,
or contractors (each a “Tenant Party”). Such costs and expenses shall be payable as Additional Rent and shall be paid
by Tenant within thirty (30) days after delivery of a statement from Landlord for the amount due.



(3) Landlord
shall not be liable for any injury to or interference with Tenant’s business arising from the making of any repairs, alterations,
additions, or improvements in or to the Premises or the Building or to any appurtenances or equipment in the Premises or the Building.
Landlord shall reasonably endeavor to minimize any injury to or interference with Tenant’s business while making any repairs,
alterations, additions, or improvements in or to the Premises or the Building or to any appurtenances or equipment in the Premises
or the Building.



iii.            Landlord
will operate and maintain the Common Facilities on the Property in a condition consistent with common facilities in comparable
suburban office parks. Without limiting the generality of the foregoing, Landlord shall (a) keep the Common Facilities in a reasonably
clean and orderly condition; (b) maintain all landscaped areas on the Property; and (c) keep all parking areas, roadways, sidewalks
on the Property reasonably free of ice and snow, and repave, repair, and restripe as needed.



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g.   Costs
of Performance.All costs incurred by Landlord in the performance of its obligations under this Section 12 shall be
included as part of Operating Expenses, except for the cost of providing electrical service pursuant to Section 12(b), which is
paid separately by Tenant.



h.Interruption
of Services.



i.              Tenant
acknowledges that the services which Landlord has agreed to provide pursuant to this Lease may be subject to certain slowdowns,
interruptions, and stoppages for various reasons, including without limitation the following:



(1) voluntary
agreements between Landlord and governmental bodies and regulatory agencies;



(2) maintenance,
repair replacement, or alteration of any equipment involved in furnishing such services;



(3) fire
or other casualty, emergency, accident, or act of God;



(4) strikes,
lockouts, labor controversies;



(5) fuel
or utility shortages or unavailability of parts, material, or labor; and



(6) other
causes not within the reasonable control of Landlord.



ii.            No
such slowdown, interruption, or stoppage of services, shall:



(1) impose
any liability on Landlord or give rise to any claim for damages against Landlord (including, without limitation, any claim for
damages by reason of loss of profits, business interruption, or other consequential damages);



(2) constitute
a default by Landlord under this Lease or relieve Tenant from the performance of its obligations under this Lease;



(3) entitle
Tenant to any abatement or reduction in Rent; or



(4) give
rise to a claim in Tenant’s favor that such absence of services constitutes actual or constructive eviction or renders the
Premises untenantable.



13.  Governmental
Regulations.Tenant shall comply with all laws, ordinances, notices, orders, rules, regulations, and requirements of
all federal, state, and municipal government or any department, commission, board, or officer thereof, or of the National Board
of Fire Underwriters or any other body exercising similar functions, relating to its use and occupancy of the Premises. Tenant
shall not knowingly do or commit, or suffer to be done or committed anywhere in the Building, any act or thing contrary to any
of the laws, ordinances, regulations, and requirements referred to in this Section. Tenant shall give Landlord prompt written
notice of any accident in



-19-







the
Premises and of any breakage, defect, or failure in any of the systems or equipment servicing the Premises or any portion of the
Premises.



14.Alterations,
Additions and Fixtures.



a.           Tenant
shall have the right to install in the Premises any trade fixtures; provided, however, that no such installation and no removal
thereof shall be permitted which affects any structural component or operating system of the Building or Premises and that Tenant
shall repair and restore any damage or injury to the Premises or the Property caused by installation or removal.



b.           Tenant
shall not make or permit to be made any alterations, improvements, or additions to the Premises or Property without on each occasion
first presenting plans and specifications to Landlord and obtaining Landlord’s prior written consent, which shall not be
unreasonably withheld or delayed, but may be
conditioned upon compliance with reasonable requirements of Landlord as provided in this Lease. If Landlord consents to any proposed
alterations, improvements, or additions, then Tenant at Tenant’s sole cost and expense, may make the proposed alterations,
improvements, and additions provided that: (i) Tenant supplies any necessary permits and approvals; (ii) such alterations and
improvements do not, in Landlord’s reasonable judgment, impair the structural strength of the Building or any other improvements
or reduce the value of the Property and are at least equal in quality to the tenant improvements installed as part of the Premises
Work; (iii) Tenant takes or causes to be taken all steps that are otherwise required by Section 15 of this Lease and that are
required or permitted by law in order to avoid the imposition of any mechanic’s, laborer’s or materialman’s
lien upon the Premises or the Property; (iv) Tenant uses a contractor approved by Landlord such approval not to be unreasonably
withheld, conditioned, or delayed, so long as such contractor shall not disturb labor relations with or interfere with Landlord’s
employees, agents, contractors, or subcontractors; (v) the occupants of the Building and of any adjoining real estate owned by
Landlord are not unreasonably annoyed or disturbed by such work; (vi) the alterations, improvements, or additions shall be installed
in accordance with the approved plans and specifications and completed according to a construction schedule approved by Landlord
such approval not to be unreasonably withheld, conditioned, or delayed; and (vii) Tenant provides insurance of the types and coverage
amounts required by Landlord. Any and all alterations, improvements, and additions to the Premises which are constructed, installed,
or otherwise made by Tenant shall be the property of Tenant until the expiration or sooner termination of this Lease; at that
time all such alterations and additions shall remain on the Premises and become the property of Landlord without payment by Landlord
unless, upon the termination of this Lease, Landlord instructs Tenant in writing to remove the same in which event Tenant will
remove such alterations, improvements, and additions, and repair and restore any damage to the Property or the Premises caused
by the installation or removal. Notwithstanding anything to the contrary contained in this Lease, Landlord may withhold its approval
to any proposed alterations, additions, or improvements to the Premises in its absolute and sole discretion with respect to any
such alteration, addition, or improvement which Landlord determines involves any modification to the Building’s exterior
or its structural, electrical, mechanical, or plumbing systems, or any components thereof.



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15.  Mechanic’s
Liens.



a.   Tenant
covenants that it shall not (and has no authority to) create or allow any encumbrance against the Premises, the Property, or any
part of any thereof or of Landlord’s interest therein.



b.   Tenant
covenants that it shall not suffer or permit to be created, or to remain, any lien or claim thereof (arising out of any work done
or services, material, equipment, or supplies furnished for or at the request of Tenant or by or for any contractor or subcontractor
of Tenant, other than such furnished by Landlord) which is or may become a lien upon the Premises, the Property, or any part of
any thereof or the income therefrom or any fixture, equipment or similar property therein.



c.   If
any lien or claim shall be filed, Tenant shall within ten (10) days of obtaining knowledge or receiving notice thereof, cause
the same to be discharged of record by payment, deposit, bond, or otherwise. If Tenant shall fail to cause such lien or claim
to be discharged and removed from record within that period, then, without obligation to investigate the validity thereof and
in addition to any other right or remedy Landlord may have, Landlord may, but shall not be obligated to, contest the lien or claim
or discharge it by payment, deposit, bond, or otherwise; and Landlord shall be entitled, if Landlord so decides, to compel the
prosecution of an action for the foreclosure of such lien by the lienor and to pay the amount of the judgment in favor of the
lienor with interest and costs. Any amounts so paid by Landlord and all costs and expenses, including attorneys’ fees, incurred
by Landlord in connection therewith, together with Interest from the respective dates of Landlord’s making of the payment
or incurring of the cost or expense, shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by
Tenant to Landlord within ten (10) days following Landlord’s demand therefor.



d.   Notwithstanding
anything to the contrary in this Lease or in any other writing signed by Landlord, neither this Lease nor any other writing signed
by Landlord shall be construed as evidencing, indicating, or causing an appearance that any erection, construction, alteration,
or repair to be done, or caused to be done, by Tenant is or was in fact for the immediate use and benefit of Landlord. Further,
notwithstanding anything contained herein to the contrary, nothing contained in or contemplated by this Lease shall be deemed
or construed in any way to constitute the consent or request on the part of Landlord for the performance of any work or services
or the furnishing of any materials for which any lien could be filed against the Premises or the Property or any part of any thereof,
nor as giving Tenant any right, power, or authority to contract for or permit the performance of any work or services or the furnishing
of any materials for which any lien could be filed against the Premises, the Property or any part of any thereof.



16.Negative
Covenants of Tenant.



a.   System
Changes.Supplementing the provisions of Section 14above,
Tenant shall not install any equipment of any kind or nature whatsoever which would or could, in Landlord’s judgment, necessitate
any change, replacement, or addition to (or which might cause damage to) the plumbing, heating, air-conditioning, or electrical
systems serving the Premises or



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any
other portion of the Building without the prior written consent of Landlord. In the event such consent is granted, all costs in
connection with such changes, replacements, or additions shall be paid for by Tenant in advance.



b.   Sales.Without the prior written consent of Landlord, Tenant shall not exhibit, sell, or offer for sale (or permit the exhibition,
sale, or offering for sale) in the Premises, or at the Property, any article or thing except those articles and things connected
with the Permitted Use of the Premises by Tenant.



c.   Prohibited
Uses.Tenant will not make or permit to be made any use of the Premises or any part thereof which would violate any
of the covenants, agreements, terms, provisions, and conditions of this Lease or which directly or indirectly is forbidden by
public law, ordinance, or governmental regulation or which may be dangerous to life, limb, or property or which may invalidate
or increase the premium cost of any policy of insurance carried on the Property or covering its operation or which will suffer
or permit the Premises or any part thereof to be used in any manner or which would permit anything to be brought into or kept
therein which, in the judgment of Landlord, would in any way impair the character, reputation or appearance of the Building as
a high quality office building or which would impair or interfere with any of the services performed by Landlord for the Building
or which could threaten the safety of the Building or any of its occupants.



d.   Signs.Except as provided in Section 25, Tenant shall not display, inscribe, print, paint, maintain, or affix on any place
in or about the Premises or the Property any sign, notice, legend, direction, figure, or advertisement, except on the doors of
the Premises and on the directory board of the Building and then only such name(s) and matter, and in such color, size, style,
place, and materials, as shall first have been approved in writing by Landlord. The listing by Landlord of any name other than
that of Tenant, whether on the doors of the Premises, on the directory of the Building or otherwise, shall not operate to vest
any right or interest in this Lease or in the Premises or be deemed to be the written consent of Landlord mentioned in Section
24 hereof, it being expressly understood that any such listing is a privilege extended by Landlord and revocable at will by written
notice to Tenant.



e.   Advertising.Without Landlord’s prior written consent in each instance, Tenant shall not: (1) advertise the business, profession,
or activities of Tenant conducted at the Premises in any manner which violates the letter or spirit of any code of ethics adopted
by any recognized association or organization pertaining to such business, profession, or activities; or (2) use the name of the
Building for any purpose other than that of the business address of Tenant; or (3) use any picture or likeness of the Building
in any circulars, notices, advertisements, or correspondence; or (4) advertise or otherwise notify third parties that the Premises
or any part therefore are available for lease or sublease.



f.    Locks.Locks or similar devices may only be attached to or removed from any door or window in the Premises with Landlord’s
prior written consent.



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g.Hazardous
Substances.



i.              Tenant
represents, warrants, and covenants that (1) the Premises shall not be used by Tenant or its employees, licensees, agents, sublessees,
or contractors (collectively, “Tenant Parties”) for any dangerous, noxious, or offensive trade or business and that
Tenant Parties will not cause or maintain a nuisance there; (2) Tenant Parties shall not bring, generate, treat, store, or dispose
of Hazardous Substances (as hereinafter defined) at the Premises; (3) Tenant Parties shall at all times comply with all Environmental
Laws (as hereinafter defined) and shall cause the Premises to comply; and (4) Tenant shall keep the Premises free of any lien
imposed pursuant to any Environmental Laws by reason of Tenant’s breach of any of the foregoing warranties and covenants.
“Premises” for purposes of this section shall include the Building and the Property including parking areas.



ii.             Tenant
warrants that it shall promptly deliver to Landlord, (i) copies of any documents received from the United States Environmental
Protection Agency and/or any state, county, or municipal environmental or health agency concerning Tenant’s operations upon
the Premises, (ii) copies of any documents submitted by Tenant to the United States Environmental Protection Agency and/or any
state, county, or municipal environmental or health agency concerning its operations on the Premises, including but not limited
to copies of permits, licenses, annual filings, and registration forms, and (iii) upon the request of Landlord, Tenant shall provide
Landlord with evidence of compliance with Environmental Laws.



iii.            At
the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord free of any and all Environmental
Defaults (defined below).



iv.            An
“Environmental Default” shall mean the occurrence of any one (1) or more of the following: (1) a breach of Tenant’s
warranty contained in Section 16(g)(i), above, (2) a release, spill, or discharge of a Hazardous Substance on or from the Premises
by any Tenant Parties, or (3) the discovery of an environmental condition requiring response which violation, release, or condition
is attributable to the acts or omissions of any Tenant Parties, or (4) Tenant conducts or commissions a study or other investigation
concerning the environmental conditions in or of the Premises, including compliance thereof with applicable Environmental Laws,
without Landlord’s prior written consent, or (5) an emergency environmental condition caused by or attributable to any Tenant
Parties. Upon occurrence of an Environmental Default, Landlord shall have the right, but not the obligation, to immediately enter
the Premises, to supervise and approve any actions taken by Tenant to address the violation, release, or environmental condition,
or if Landlord deems it necessary, then Landlord may perform, at Tenant’s expense, any lawful actions necessary to address
the violation, release, or environmental condition.



v.             Tenant
shall indemnify, defend (with counsel reasonably approved by Landlord) and hold Landlord and Landlord’s affiliates, shareholders,
directors, officers, employees, and agents harmless from and against any and all claims, judgments, damages (including consequential
damages), penalties, fines, liabilities, losses, suits, administrative proceedings, costs and expense of any kind or nature, known
or unknown, contingent or otherwise, which arise at any time during or after the Term (including, but not limited to, attorneys’,
consultant, laboratory, and expert fees and including without limitation, diminution in the value of the Building or Property,
damages for the loss or restriction on use of rentable space or of any amenity of the Building, Property or Park, and damages
arising from any adverse



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impact
on marketing of space in the Building), arising from or related to the occurrence of one (1) or more Environmental Defaults during
the Term.



vi.           Definitions.



(1) “Hazardous
Substances” means, (i) asbestos and any asbestos containing material, and any substance that is then defined or listed in,
or otherwise classified pursuant to, any Environmental Laws or any applicable laws or regulations as a “hazardous substance”,
“Hazardous Material”, “hazardous waste,” “infectious waste”, “toxic substance”,
“toxic pollutant” or any other formulation intended to define, list, or classify substances by reason of deleterious
properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or Toxicity Characteristic
Leaching Procedure (TCLP) toxicity; (ii) any petroleum and drilling fluids, produced waters, and other wastes associated with
the exploration, development or production of crude oil, natural gas, or geothermal resources; and (iii) petroleum products, polychlorinated
biphenyls, urea formaldehyde, radon gas, radioactive material (including any source, special nuclear, or by-product material),
and medical waste.



(2) “Environmental
Laws” collectively means and includes all present and future laws and any amendments thereto (whether common law, statute,
rule, order, regulation or otherwise), permits, and other requirements or guidelines of governmental authorities applicable to
the Premises and relating to the environment and environmental conditions or to any Hazardous Substance (including, without limitation,
CERCLA, 42 U.S.C. §9601, et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901, et seq., the
Hazardous Materials Transportation Act, 49 U.S.C. §5101, et seq., the Federal Water Pollution Control Act, 33 U.S.C, §1251,
et seq., the Clean Air Act, 42 U.S.C. §7401, et seq., the Toxic Substances Control Act, 15 U.S.C. §2601, et seq., the
Safe Drinking Water Act, 42 U.S.C. §300f, et seq., the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. §11001,
et seq., and any so-called “Super Fund” or “Super Lien” law, any law requiring the filing of reports and
notices relating to hazardous substances, environmental laws administered by the Environmental Protection Agency, and any similar
state and local laws and regulations, all amendments thereto and all regulations, orders, decisions, and decrees now or hereafter
promulgated thereunder concerning the environment, industrial hygiene, or public health or safety).



(3) Survival.
The provisions of this Section 16(g) shall survive any termination of this Lease or the expiration of the Term.



h.   Floor
Load.Tenant shall not place or permit to be placed upon any floor of the Premises any item of any nature the weight
of which shall exceed such floor’s rated floor load limit of 100 pounds per square foot live load unless additional floor
loads are approved in writing by Landlord in advance.



17.Landlord’s
Right of Entry.



a.    Tenant
shall permit Landlord and the authorized representatives of Landlord and of any mortgagee or any prospective mortgagee to enter
the Premises at all reasonable times, with prior notice to Tenant, for the purpose of (i) inspecting the Premises or (ii) making
any



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necessary
repairs to the Premises or to the Building and performing any work therein. During the progress of any work on the Premises or
the Building, Landlord shall reasonably endeavor to minimize any injury to or interference with Tenant’s business while
inspecting the Premises or making any repairs, alterations, additions, or improvements in or to the Premises or the Building or
to any appurtenances or equipment in the Premises or the Building, but shall not be liable for inconvenience, annoyance, disturbance,
loss of business, or other damage to Tenant by reason of making any repair or by bringing or storing materials, supplies, tools,
and equipment in the Premises during the performance of any work, and the obligations of Tenant under this Lease shall not be
thereby affected in any manner whatsoever.



b.   Landlord
shall have the right at all reasonable times, with prior notice to Tenant, to enter and to Exhibit the Premises for the purpose
of inspection or showing the Premises in connection with a sale or mortgage and, during the last twelve (12) months of the Term,
to enter upon and to Exhibit the Premises to any prospective tenant.



c.   If
during the last six (6) months of the Term, the Premises are vacated or abandoned by Tenant, Landlord shall be permitted to show
the Premises at any time and to prepare the Premises for re-occupancy, including the demolition, alteration, and reconstruction
of tenant improvements therein provided, however, nothing herein shall relieve Tenant of its obligation to pay Rent in accordance
with the terms of this Lease.



18.  Damage
by Fire or Other Casualty.



a.   If
the Premises or Building is damaged or destroyed by fire or other casualty, Tenant shall promptly notify Landlord whereupon Landlord
shall, subject to the consent of Landlord’s present or future mortgagee and to the conditions set forth in this Section
18, repair, rebuild, or replace such damage and restore the Premises to substantially the same condition as the Premises were
in immediately prior to such damage or destruction; provided, however, that Landlord shall only be obligated to restore such damage
or destruction to the extent of the proceeds of fire and other extended coverage insurance policies. Notwithstanding the foregoing,
if the Premises is destroyed or damaged to the extent that in Landlord’s reasonable judgment the Premises cannot be repaired
or restored within one hundred eighty (180) days after such casualty, Landlord may terminate this Lease by written notice to Tenant
within ninety (90) days after the date of such casualty.



b.   The
repair, rebuilding, or replacement work shall be commenced promptly and completed with due diligence, taking into account the
time required by Landlord to effect a settlement with, and procure insurance proceeds from, the insurer, and for delays beyond
Landlord’s reasonable control.



c.   The
net amount of any insurance proceeds recovered by reason of the damage or destruction of the Building (meaning the gross insurance
proceeds excluding proceeds received pursuant to a rental coverage endorsement and the cost of adjusting the insurance claim and
collecting the insurance proceeds) shall be applied towards the cost of restoration. Notwithstanding anything to the contrary
in this Lease, if in Landlord’s reasonable opinion the net amount of insurance proceeds will not be adequate to complete
such restoration, Landlord shall have the right to terminate this Lease and all the unaccrued obligations of the parties hereto



-25-







by
sending a written notice of such termination to Tenant specifying a termination date no less than ten (10) days after its transmission;
provided, however, that Tenant may require Landlord to withdraw the notice of termination by agreeing to pay the cost of restoration
in excess of the net insurance proceeds and by giving Landlord adequate security for such payment prior to the termination date
specified in Landlord’s notice of termination. If the net insurance proceeds are more than adequate, the amount by which
the net insurance proceeds exceed the cost of restoration will be retained by Landlord or applied to repayment of any mortgage
secured by the Property.



d.   Notwithstanding
the foregoing, Landlord’s obligation or election to restore the Premises under this section or to terminate this Lease shall
be subject to the terms of any present or future mortgage affecting the Premises and to the mortgagee’s consent if required
in the mortgage and shall not, in any event, include the repair, restoration, or replacement of the fixtures, improvements, alterations,
furniture, or any other property owned, installed, made by, or in the possession of Tenant.



e.    If
Tenant is dispossessed of the Premises due to fire or other casualty, Tenant will receive a pro-rata abatement of its Fixed Basic
Rent during the period Tenant is dispossessed to the extent of such dispossession.



19. Non-Abatement
of Rent.Except as otherwise expressly set forth in this Lease, there shall be no abatement or reduction of the Fixed
Basic Rent, Additional Rent, or other sums payable under this Lease for any cause whatsoever and this Lease shall not terminate,
nor shall Tenant be entitled to surrender the Premises, in the event of fire, casualty, or condemnation, or any default by Landlord
under this Lease.



20. Indemnification.Unless such loss, costs, or damages were caused by the negligence or willful misconduct of Landlord or its employees,
agents, or contractors, Tenant hereby agrees to indemnify, defend, and hold Landlord and its employees, agents, and contractors
harmless from any loss, costs, and damages (including reasonable attorney’s fees and costs) suffered by Landlord, its agents,
employees, or contractors, as a result of any claim by a third party, its agents, employees, or contractors arising from Tenant’s
use or occupancy of the Premises. Tenant shall have the right to designate counsel acceptable to Landlord, such approval not to
be unreasonably withheld, to assume the defense of any such third party claim on behalf of itself and Landlord. Landlord shall
not have the right to settle any claim without the consent of Tenant. This indemnity shall survive the expiration of the Term
or earlier termination of this Lease.



21.Eminent
Domain.



a.    Total
or Partial Taking.In the event of exercise of the power of eminent domain whereby:



i.              such
portion of the Property is taken that access to the Premises is permanently impaired thereby and reasonable alternate access is
not provided by Landlord within a time period which is reasonable under the circumstances; or



ii.             all
or substantially all of the Premises or the Property is taken; or



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iii.            less
than substantially all of the Property is taken but Landlord, acting in good faith, determines that it is economically unfeasible
to continue to operate the uncondemned portion of the Building as a first-class office building; or



iv.           less
than substantially all of the Premises is taken, but Tenant, acting in good faith, determines that because of such taking it is
economically unfeasible to continue to conduct its business in the uncondemned portion of the Premises;



v.            then
in the case of (i) or (ii), either party, and in the case of (iii), Landlord, and in the case of (iv), Tenant, shall have the
right to terminate this Lease as of the date when possession of that part which was taken is required to be delivered or surrendered
to the condemning authority; and in such case all Fixed Basic Rent and other charges shall be adjusted to the date of termination.
A “taking” as such term, is used in this Section 21 shall include a transfer of title or of any interest in the Property
by deed or other instrument in settlement of or in lieu of transfer by operation of law incident to condemnation proceedings.



b.   Tenant’s
Waiver.Regardless of whether this Lease shall terminate, Tenant shall have no right to participate or share in any
condemnation claim, damage award or settlement in lieu thereof with respect to any taking of any nature; provided, however, that
Tenant shall not be precluded from claiming or receiving payment for Tenant’s relocation and moving expenses and the value
of Tenant’s improvements as may be permitted under applicable law so long as the amount of same does not reduce the award
which Landlord is entitled to receive.



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22.  Quiet
Enjoyment.Tenant, upon paying the Fixed Basic Rent, Additional Rent, and other charges herein required, and observing
and keeping all covenants, agreements and conditions of this Lease, shall quietly have and enjoy the Premises during the Term
without hindrance or molestation by anyone claiming by or through Landlord, subject, however, to the exceptions, reservations,
and conditions of this Lease and any mortgage to which this Lease shall be subordinate. Landlord and Tenant each acknowledge and
agree that this Lease is made and shall continue to be subject and subordinate to the REA, the Declaration, and the declaration
of Ellis Preserve.



23.  Rules
and Regulations.Landlord hereby reserves the right to prescribe, from time to time, at its sole discretion, reasonable
rules and regulations (herein called the “Rules and Regulations”) attached hereto as Exhibit F governing the use and
enjoyment of the Premises and the remainder of the Property. The Rules and Regulations shall not materially interfere with Tenant’s
use and enjoyment of the Premises in accordance with the provisions of this Lease for the Permitted Use and shall not increase
or modify Tenant’s monetary obligations under this Lease. In the event of a conflict between the Lease and such Rules and
Regulations, the Lease shall control. Tenant shall comply at all times with the Rules and Regulations and shall cause its agents,
employees, invitees, visitors, and guests to do so. Landlord shall not be responsible to Tenant for non-observance or violation
of any of the Rules and Regulations by any tenant of the Building, but shall enforce such Rules and Regulations in a uniform manner.



24.Assignment
and Sublease.



a.    In
the event Tenant desires to assign this Lease or sublease all or part of the Premises to any other party, Tenant shall provide
written notice of the terms and conditions of such assignment or Sublease to Landlord prior to the effective date of any such
sublease or assignment, and, prior to such effective date, Landlord shall have the option, exercisable by written notice to Tenant
within ten (10) business days of Landlord’s receipt of written notice from Tenant, to recapture (in the case of subletting)
that portion of the Premises to be sublet or (in the case of an assignment) all of the Premises (“Recapture Space”)
whereupon Tenant shall be fully released from any and all obligations hereunder with respect to the Recapture Space.



b.    In
the event that Landlord elects not to recapture the Recapture Space as provided in Section 24(a) above, Tenant may assign this
Lease or sublet the whole or any portion of the Premises, subject to Landlord’s prior written consent, not to be unreasonably
withheld, conditioned, or delayed, on the basis of the following terms and conditions:



i.             Tenant
shall provide to Landlord the following:



(1) The
name and address of the proposed assignee or subtenant;



(2) All
the terms and conditions of the assignment or subletting;



(3) The
nature and character of the business of the proposed assignee or subtenant;



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(4) Banking,
financial, and other credit information relating to the proposed assignee or subtenant reasonably sufficient to enable Landlord
to determine the proposed assignee’s or sublessee’s financial responsibility; and



(5) In
the event of a subleasing of only a portion of the Premises, plans and specifications for tenant’s layout, partitioning,
and electrical installations for the portion of the Premises to be subleased.



ii.            Tenant
acknowledges that it shall not be unreasonable for Landlord to withhold its consent if Tenant shall seek to assign or sublet to
the following:



(1) To
a government or quasi-government agency;



(2) To
an entity whose financial or business character is not consistent with the other tenants in the Building;



(3) To
an existing tenant of the Building, if such tenant has expansion options in its lease for space in the Building;



(4) To
a tenant for a rental rate less than that which Tenant is paying, if the Building is less than eighty-five percent (85%) leased;
or



(5) To
a tenant or prospect with whom Landlord or an affiliate of Landlord currently is negotiating for space in the Park.



iii.           The
assignee or subtenant shall assume, by written instrument, all of the obligations of Tenant as provided by this Lease, and a copy
of such assumption agreement shall be furnished to Landlord within ten (10) days of its execution, provided, however, any such
subtenants shall only be obligated to assume Tenant’s obligations arising under this Lease with respect to the portion of
the Premises sublet. Any sublease shall expressly acknowledge that said subtenant’s rights in and to the Premises shall
be no greater than those of Tenant. In addition, any request by Tenant for Landlord’s consent to an assignment or sublease
shall not include any option or right of expansion, renewal, first refusal, or any other right or option with respect to the Premises,
any other portion of the Building or for any period of time beyond the original Term, Tenant hereby acknowledging that such rights
and options, if any, are personal to Tenant.



iv.           Tenant
and each assignee shall be and remain liable for the observance of all the covenants and provisions of this Lease, including,
but not limited to, the payment of Fixed Basic Rent and Additional Rent reserved herein, through the entire Term, as the same
may be renewed, extended, or otherwise modified.



v.           Tenant
and any assignee or subtenant, as applicable, shall promptly pay to Landlord fifty percent (50%) of the positive difference between
the rent paid by such subtenant or assignee on a monthly basis and the amount of rent due for such month pursuant to this Lease.



vi.           In
any event, the acceptance by Landlord of any rent from the assignee or from any of the subtenants or the failure of Landlord to
insist upon a strict



-29-







performance
of any of the terms, conditions, and covenants herein shall not release Tenant herein, nor any assignee or subtenant, from any
and all of the obligations to be performed by it in accordance herewith during and for the entire Term.



vii.         Tenant
shall pay to Landlord the sum of One Thousand Five Hundred and 00/100 Dollars ($1,500.00) to cover its handling charges for each
consent to any sublet or assignment prior to its consideration of the same. Tenant acknowledges that its sole remedy with respect
to any assertion that Landlord’s failure to consent to any sublet or assignment is unreasonable shall be the remedy of specific
performance and Tenant shall have no other claim or cause of action against Landlord as a result of Landlord’s actions in
refusing to consent thereto.



c.   If
Tenant is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the
provisions of Section 24(a) hereof shall apply to a transfer (however accomplished, whether in a single transaction or in a series
of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional
stock, a stock voting agreement or change in class(es) of stock) which results in a change of control of Tenant as if such transfer
of stock (or other mechanism) which results in a change of control of Tenant were an assignment of this Lease, and if Tenant is
a partnership, limited liability company, or joint venture, said provisions shall apply with respect to a transfer (by one (1)
or more transfers) of an interest in the distributions of profits and losses of such partnership, limited liability company, or
joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership
or member interests) which results in a change of control of such a partnership, limited liability company, or joint venture,
as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results
in a change of control of such partnership, limited liability company, or joint venture were an assignment of this Lease; but
said provisions shall not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which
all or substantially all of Tenant’s assets are transferred or to any corporation which controls or is controlled by Tenant
or is under common control with Tenant, provided that in the event of such merger, consolidation, or transfer of all or substantially
all of Tenant’s assets (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting
principles at least equal to the greater of (1) the net worth of Tenant immediately prior to such merger, consolidation, or transfer,
or (2) the net worth of Tenant herein named on the date of this Lease; and (ii) proof satisfactory to Landlord of such net worth
shall have been delivered to Landlord within five (5) business days following the effective date of any such transaction.



d.   Without
limiting any of the provisions of this Section 24, if pursuant to the Federal Bankruptcy Code (herein referred to as the “Code”),
or any similar law hereafter enacted having the same general purpose, Tenant is permitted to assign this Lease notwithstanding
the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such
Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one (1) year’s Fixed Basic Rent
plus an amount equal to the Additional Rent for the calendar year preceding the year in which such assignment is intended to become
effective, which deposit shall be held by Landlord for the balance of the Term, without interest, as security for the full performance
of all of Tenant’s obligations under this Lease, to be held and applied in the manner specified for any security deposit
required hereunder.



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e.   Except
as specifically set forth above, no portion of the Premises or of Tenant’s interest in this Lease may be acquired by any
other person or entity, whether by assignment, mortgage, sublease, transfer, operation of law, or act of Tenant, nor shall Tenant
pledge its interest in this Lease or in any security deposit required hereunder.



25. Signs.



a.   Landlord
shall:



i.              include
Tenant’s name on the main lobby Building directory, at Landlord’s expense;



ii.             install
Building standard entry signage identifying Tenant at the door of the Premises, at Landlord’s expense.



b.   Tenant
shall not install any signs in or on the Premises that are visible outside the Premises without the prior written consent of Landlord.
The installation of signs shall be considered an alteration, and Tenant shall comply with the requirements of Section 14 in connection
with the installation of signs.



c.   Tenant
shall have the right to remove any signs installed by Tenant at the termination of the Term, provided Tenant is then not in default
under this Lease after expiration of applicable periods of notice and cure. In addition, Tenant shall be obligated to remove any
signs installed by Tenant if Landlord requires that Tenant remove the same. Tenant shall repair and restore any damage to the
Premises caused by the installation or removal of any signs, whether such signs are removed at the election of Tenant or pursuant
to the requirement of Landlord. Should Tenant fail to perform any of its obligations under this Section 25(c), Landlord may perform
such obligations on behalf of Tenant, and the cost and expense thereof, together with Interest from the date such costs and expenses
were incurred by Landlord, shall be paid by Tenant to Landlord as Additional Rent within thirty (30) days after delivery of a
statement from Landlord for the amount due.



26. Subordination.This Lease and Tenant’s rights under this Lease shall be subject and subordinate at all times in lien and priority
to any first mortgage or other primary encumbrance now or hereafter placed upon or affecting the Property or the Premises, and
to any second mortgage or encumbrance with the consent of the first mortgagee, and to all renewals, modifications, consolidations,
and extensions thereof, without the necessity of any further instrument or act on the part of Tenant. Tenant shall execute and
deliver, within ten (10) business days following Landlord’s request therefor, any further instrument or instruments, including
a subordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit I, confirming the
subordination of this Lease to the lien of any such first mortgage or to the lien of any other mortgage, if requested to do so
by Landlord with the consent of the first mortgagee, and any further instrument or instruments of attornment that may be desired
by any such mortgagee or Landlord, provided, however, that any holder of such lien or mortgage agrees not to disturb the use and
occupancy of the Premises in accordance with the terms of this Lease upon any foreclosure. Notwithstanding the foregoing, any
mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by giving notice in



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writing
to Tenant and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution
and delivery. In that event such mortgagee shall have the same rights with respect to this Lease as though this Lease had been
executed prior to the execution and delivery of the mortgage and had been assigned to such mortgagee.



27.  Curing
Tenant’s Defaults.If Tenant defaults in the performance of any of its obligations under this Lease, Landlord
may, without any obligation to do so and in addition to any other rights it may have in law or equity, elect to cure such default
on behalf of Tenant after written notice (except in the case of emergency) to Tenant. Tenant shall reimburse Landlord for any
sums paid or costs incurred by Landlord in curing such default, including Interest thereon from the respective dates of Landlord’s
making the payments and incurring such costs, which sums and costs together with interest thereon shall be deemed Additional Rent
payable within thirty (30) days after delivery of a statement from Landlord for the amount due.



28.Surrender.



a.   At
the expiration of the Term or earlier termination of this Lease, Tenant shall promptly yield up the Premises and all improvements,
alterations, and additions thereto, and all fixtures and equipment servicing the Premises in a condition which is clean of garbage
and debris and broom clean and in the same condition, order, and repair in which they are required to be kept throughout the Term,
reasonable wear and tear excepted. In furtherance of the foregoing, if required by Landlord, all wiring or cabling installed by
or for Tenant, whether inside or outside the Premises, shall be removed by Tenant (or, at Landlord’s election, by Landlord),
at Tenant’s sole cost and expense.



b.   If
Tenant, or any person claiming through Tenant, continues to occupy the Premises after the expiration of the Term or earlier termination
of this Lease or any renewal thereof without prior written consent of Landlord, the tenancy under this Lease shall become, at
the option of Landlord, expressed in a written notice to Tenant and not otherwise, a tenancy from month-to-month, terminable by
Landlord or Tenant on thirty (30) days prior notice to the other, under the same terms and conditions set forth in this Lease
except Fixed Basic Rent shall be as set forth in the following sentence. For any period during which Tenant or any person claiming
through Tenant continues to occupy the Premises after the expiration of the Term or earlier termination of this Lease or any renewal
thereof, the Fixed Basic Rent during such continued occupancy shall be one hundred fifty percent (150%) of the greater of: (x)
the Fixed Basic Rent for the last year of the Term or (y) the then fair market rental rate as determined by Landlord; and Tenant
shall indemnify Landlord for any loss or damage incurred by reason of Tenant’s failure to surrender the Premises. Anything
to the contrary notwithstanding, any holding over by Tenant without Landlord’s prior written consent shall constitute an
Event of Default under this Lease and shall be subject to all the remedies set forth in Section 29(b) of this Lease.



29.Defaults-Remedies.



a.   Defaults.It shall be an event of default under this Lease if any one (1) or more of the following events occurs (each, an “Event
of Default”):



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i.              Tenant
fails to pay in full, when due and without demand, any and all installments of Fixed Basic Rent or Additional Rent or any other
charges or payments due and payable under this Lease whether or not herein included as rent and such failure continues for more
than five (5) days after Tenant is given written notice of such failure provided, however, Tenant shall not be entitled to such
notice and cure period more than one (1) time during the Lease Term.



ii.             Tenant
violates or fails to perform or otherwise breaches any agreement, term, covenant, or condition contained in this Lease and such
breach continues for a period of thirty (30) days following the date of Landlord’s notice of such breach.



iii.            Tenant
abandons or vacates the Premises without notice and without having first paid to Landlord in full all Fixed Basic Rent, Additional
Rent, and other charges that have become due as well as all which will become due thereafter through the end of the Term.



iv.            Tenant
fails to furnish a Tenant Estoppel Certificate within the time period provided by Section 37.



v.             Tenant
becomes insolvent or bankrupt in any sense or makes an assignment for the benefit of creditors or if a petition in bankruptcy
or for reorganization or for an arrangement with creditors under any federal or state law is filed by or against Tenant, or a
bill in equity or other proceeding for the appointment of a receiver or similar official for any of Tenant’s assets is commenced,
or if any of the real or personal property of Tenant shall be levied upon by any sheriff, marshal, or constable; provided, however,
that any proceeding brought by anyone other than the parties to this Lease under any bankruptcy, reorganization arrangement, insolvency,
readjustment, receivership or similar law shall not constitute an Event of Default until such proceeding, decree, judgment, or
order has continued unstayed for more than

sixty
(60) consecutive days.



b.    Remedies.Upon the occurrence of an Event of Default under this Lease, Landlord shall have all of the following rights:



i.              Landlord
may charge a late payment charge and/or interest as specified in Section 9. In addition, if Landlord incurs a late charge in connection
with any payment which Tenant has failed to make within the times required in this Lease, Tenant shall pay Landlord, in addition
to such payment due, the full amount of such late charge incurred by Landlord. Nothing in this Lease shall be construed as waiving
any rights of Landlord arising out of any default of Tenant, by reason of Landlord’s imposing or accepting any such late
charge(s) and/or interest; the right to collect such late charge(s) and/or interest is separate and apart from any rights relating
to remedies of Landlord after default by Tenant including, without limitation, the rights and remedies of Landlord provided herein.



ii.             Landlord
shall be entitled to damages computed in accordance with Section 29(c) below.



iii.            Landlord
may re-enter the Premises and, at the option of Landlord, remove all persons and all or any property therefrom, either by summary
dispossess proceedings



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or
by any suitable action or proceeding at law or by force or otherwise, without being liable for prosecution or damages therefor,
and Landlord may repossess and enjoy the Premises. Upon recovering possession of the Premises by reason of or based upon or arising
out of a default on the part of Tenant, Landlord may, at Landlord’s option, either terminate this Lease or make such alterations
and repairs as may be necessary, as reasonably determined by Landlord, in order to relet the Premises and may relet the Premises
or any part or parts thereof, either in Landlord’s name or otherwise, for a term or terms which may, at Landlord’s
option, be less than or exceed the period which would otherwise have constituted the balance of the Term and at such rent or rents
and upon such other terms and conditions as in Landlord’s sole discretion may seem advisable and to such person or persons
as may in Landlord’s discretion seem best; upon each such reletting all rents received by Landlord from such reletting shall
be applied as follows: first, to the payment of any costs and expenses of such reletting, including all costs of alterations and
repairs; second, to the payment of any indebtedness other than Fixed Basic Rent, Additional Rent, or other charges due hereunder
from Tenant to Landlord; third, to the payment of Fixed Basic Rent, Additional Rent, and other charges due and unpaid hereunder;
and the residue, if any, shall be held by Landlord and applied in payment of future rent as it may become due and payable hereunder.
If rentals received from reletting during any month are less than that to be paid during that month by Tenant, Tenant shall pay
any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of
the Premises or the making of alterations or improvements thereto or the reletting thereof shall be construed as an election on
the part of Landlord to terminate this Lease unless written notice of termination is given to Tenant. Landlord shall in no event
be liable in any way whatsoever for failure to relet the Premises or, in the event that the Premises or any part or parts thereof
are relet, for failure to collect the rent thereof under such reletting. Notwithstanding any such reletting without termination,
Landlord may at any time thereafter elect to terminate this Lease for such previous breach.



iv.           Landlord
may terminate this Lease and the Term without any right on the part of Tenant to waive the forfeiture by payment of any sum due
or by other performance of any condition, term, or covenant broken.



v.             CONFESSION
OF JUDGMENT FOR POSSESSION. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT OR UPON THE EXPIRATION OR TERMINATION OF THE
TERM OF THIS LEASE, FOR THE PURPOSE OF OBTAINING POSSESSION OF THE PREMISES, TENANT HEREBY AUTHORIZES AND EMPOWERS THE PROTHONOTARY
OR ANY ATTORNEY OF ANY COURT OF RECORD IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FOR TENANT AND ALL PERSONS
CLAIMING UNDER OR THROUGH TENANT, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST TENANT FOR POSSESSION OF THE PREMISES, AND AGAINST
ALL PERSONS CLAIMING UNDER OR THROUGH TENANT, IN FAVOR OF LANDLORD, FOR RECOVERY BY LANDLORD OF POSSESSION THEREOF, FOR WHICH
THIS AGREEMENT OR A COPY HEREOF VERIFIED BY AFFIDAVIT, SHALL BE A SUFFICIENT WARRANT; AND THEREUPON A WRIT OF POSSESSION MAY IMMEDIATELY
ISSUE FOR POSSESSION OF THE PREMISES, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER AND WITHOUT ANY STAY OF EXECUTION. IF FOR
ANY REASON AFTER SUCH ACTION HAS BEEN COMMENCED THE SAME SHALL BE TERMINATED AND THE



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POSSESSION
OF THE PREMISES REMAINS IN OR IS RESTORED TO TENANT, LANDLORD SHALL HAVE THE RIGHT UPON THE OCCURRENCE OF ANY SUBSEQUENT EVENT
OF DEFAULT TO CONFESS JUDGMENT IN ONE (1) OR MORE FURTHER ACTIONS IN THE MANNER AND FORM SET FORTH ABOVE TO RECOVER POSSESSION
OF SAID PREMISES FOR SUCH SUBSEQUENT DEFAULT. TENANT WAIVES ALL ERRORS IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT. NO
SUCH TERMINATION OF THIS LEASE, NOR TAKING, NOR RECOVERING POSSESSION OF THE PREMISES SHALL DEPRIVE LANDLORD OF ANY REMEDIES OR
ACTION AGAINST TENANT FOR FIXED BASIC RENT, ADDITIONAL RENT OR FOR OTHER SUMS DUE HEREUNDER OR FOR DAMAGES DUE OR TO BECOME DUE
FOR THE BREACH OF ANY CONDITION OR COVENANT HEREIN CONTAINED, NOR SHALL THE BRINGING OF ANY SUCH ACTION FOR RENT AND/OR OTHER
SUMS DUE HEREUNDER, OR BREACH OF COVENANT OR CONDITION NOR THE RESORT TO ANY OTHER REMEDY HEREIN PROVIDED FOR THE RECOVERY OF
RENT AND/OR OTHER SUMS DUE HEREUNDER OR DAMAGES FOR SUCH BREACH BE CONSTRUED AS A WAIVER OF THE RIGHT TO INSIST UPON THE FORFEITURE
AND TO OBTAIN POSSESSION IN THE MANNER HEREIN PROVIDED.



vi.            CONFESSION
OF JUDGMENT FOR MONEY DAMAGES. Intentionally Deleted.



vii.           TENANT
HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, THE DUTIES IMPOSED ON ANY PERSON RELYING UPON OR EXERCISING THE WARRANT
OF ATTORNEY TO CONFESS JUDGMENT CONTAINED IN THIS INSTRUMENT, AS SUCH DUTIES ARE PROVIDED IN SECTION 5601.3(B) OF THE PENNSYLVANIA
PROBATE ESTATE AND FIDUCIARIES CODE, 20 PA.C.S.A., SECTION 5601.3(B). TENANT ACKNOWLEDGES THAT IT IS ITS EXPECTATION THAT LANDLORD
SHALL, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER THIS INSTRUMENT, ENTER JUDGMENT BY CONFESSION AGAINST TENANT AND THEREAFTER
RECOVER POSSESSION OF THE PREMISES OR COLLECT RENT AND SUCH OTHER SUMS AS ARE DUE, AND THAT SUCH ACTIONS BY LANDLORD ARE NOT CONTRARY
TO TENANT’S BEST INTEREST, AND SUCH ACTION BY LANDLORD SHALL NOT CONSTITUTE AN ABSENCE OF LANDLORD’S GOOD FAITH, NOR
AN ACTION BEYOND THE SCOPE OF AUTHORITY GRANTED BY THIS INSTRUMENT.



c.    Damages.



i.              Without
Termination. If Landlord shall not elect to terminate this Lease pursuant to Section 29(b)(iv) above, notwithstanding
reentry upon the Premises by Landlord and in addition to and without limiting Landlord’s right to other damages upon the
occurrence of an Event of Default, Tenant shall be and remain liable to Landlord in an amount computed as follows (the “Accelerated
Rent Component”): (a) an amount equal to the sum of all Rent then in arrears plus the aggregate of all Rent which is payable
under this Lease for the balance of the Term, computed as if no Event of Default had occurred and any reentry had not been made
(including, without limitation, Tenant’s Proportionate Share of Real Estate Taxes and



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Operating
Expenses which would be owing for the remainder of the Term, as reasonably estimated by Landlord); plus (b) all reasonable costs
and expenses incurred by Landlord in connection with the Event of Default and any reletting of the Premises, including, without
limitation, (i) costs of reentry, repair, and renovation, (ii) the value of all reasonable, good faith inducements granted or
paid to new tenants of the Premises in connection with reletting including, without limitation, construction allowances and the
value of rent-free periods, (iii) brokers’ commissions and advertising expenses, (iv) watchman’s wages and any sheriff’s,
marshall’s, constable’s, or other officials’ commissions, charged to Landlord, and (v) reasonable attorneys’
fees, costs, and expenses; plus (c) Interest accrued on the aggregate of the aforesaid sums from the date each was payable (or,
with respect to sums owing under Section 29(b) from the date each was incurred by Landlord) until paid by Tenant (whether before
or after judgment); which sum shall be credited with (d) all rentals or other sums actually received by Landlord during the remainder
of the Term from any replacement tenant to which the Premises are relet.



ii.             With
Termination. If Landlord shall elect to terminate this Lease notwithstanding reentry upon the Premises by Landlord
upon the occurrence of an Event of Default Tenant shall be and remain liable to Landlord in an amount computed as follows: (a)
an amount equal to the sum of all Rent then in arrears plus the aggregate of all Rent which is payable under this Lease for the
balance of the Term, computed as if no Event of Default had occurred and any reentry had not been made (including, without limitation,
Tenant’s Proportionate Share of Real Estate Taxes and Operating Expenses which would be owing for the remainder of the Term,
as reasonably estimated by Landlord); plus (b) all reasonable costs and expenses incurred by Landlord in connection with the Event
of Default and any reletting of the Premises, including, without limitation, (i) costs of reentry, repair, and renovation, (ii)
the value of all reasonable, good faith inducements granted or paid to new tenants of the Premises in connection with reletting
including, without limitation, construction allowances and the value of rent-free periods, (iii) brokers’ commissions and
advertising expenses, (iv) watchman’s wages and any sheriff’s, marshall’s, constable’s, or other officials’
commissions, charged to Landlord, and (v) reasonable attorneys’ fees, costs, and expenses; plus (c) Interest accrued on
the aggregate of the aforesaid sums from the date each was payable (or, with respect to sums owing under Section 29(b) from the
date each was incurred by Landlord) until paid by Tenant (whether before or after judgment) against which sum Tenant shall be
credited with (d) the value of the fair rental value of the Premises.



d.    Waiver
of Jury Trial; Attorneys’ Fees.IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND TENANT THAT (A) THEY HEREBY
WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTER-CLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY
MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S
USE OR OCCUPANCY OF THE PREMISES OR CLAIM OF INJURY OR DAMAGE, AND (B) IN ANY ACTION ARISING HEREUNDER, THE ATTORNEYS’ FEES
AND COSTS OF THE PREVAILING PARTY WILL BE PAID BY THE OTHER PARTY TO THE ACTION.



e.    Rights
and Remedies Cumulative.No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive
of any other right or remedy provided herein or by law, but each shall be cumulative and in addition to every other right or remedy



-36-







given
herein or now or hereafter existing at law or in equity or by statute. Landlord shall have no duty to mitigate its damages in
the event of Tenant’s default under this Lease.



30.  Brokers’
Commission.Tenant represents and warrants to Landlord that the Broker (as defined in the Preamble) is the sole broker
with whom Tenant has negotiated in bringing about this Lease and Tenant agrees to indemnify and hold Landlord and its mortgagee(s)
harmless from any and all claims of other brokers and expenses in connection therewith arising out of or in connection with the
negotiation of or the entering into this Lease by Landlord and Tenant. In no event shall Landlord’s mortgagee(s) have any
obligation to any broker involved in this transaction. In the event that no broker was involved as aforesaid, then Tenant represents
and warrants to Landlord that no broker brought about this transaction, and Tenant agrees to indemnify and hold Landlord harmless
from any and all claims of any broker arising out of or in connection with the negotiations of, or entering into, this Lease by
Tenant and Landlord.



31.  Notices.All notices, demands, requests, consents, certificates, and waivers required or permitted hereunder from either party
to the other shall be in writing and sent by United States certified mail, return receipt requested, postage prepaid, or by recognized
overnight courier, addressed as follows:



If
to Tenant:



Innocoll
AG

Turlough
O’Connor

Corporate
Controller

Unit
9, Block D

Monksland
Business Park

Athlone,
Co. Roscommon, Ireland



With
a copy:



At
the Premises

Attention:
Tony Zook



And
with a copy to:



Fox
Rothschild LLP

Eagleview
Corporate Center

747
Constitution Drive, Suite 100

P.O.
Box 673

Exton,
Pennsylvania 19341

Attention:
Michael S. Harrington, Esq.



If
to Landlord:



Campus
Investors H Building, L.P.

c/o
Equus Capital Partners, Ltd.

770
Township Line Road, Suite 150

Yardley,
Pennsylvania 19067



-37-







Attention:
Stephen M. Spaeder



with
a copy to:



Matthew
J. Swett, Esquire

Pepper
Hamilton LLP

3000
Two Logan Square

Eighteenth
and Arch Streets

Philadelphia,
Pennsylvania 19103



Either
party may at any time, in the manner set forth for giving notices to the other, specify a different address to which notices to
it shall thereafter be sent. All notices shall be effective upon receipt or rejection of receipt by the addressee. Notices from
Landlord may be given by Landlord or by Landlord’s agent or attorney.



32.  Inability
to Perform.If Landlord is delayed or prevented from performing any of its obligations under this Lease by reason of
strike, labor troubles, acts of war, terrorism, bioterrorism, or any cause whatsoever beyond Landlord’s control, the period
of such delay or such prevention shall be deemed added to the time herein provided for the performance of any such obligation
by Landlord.



33.  Survival.Notwithstanding anything to the contrary contained in this Lease, the expiration of the Term, whether by lapse of time
or otherwise, shall not relieve Tenant from its obligations accruing prior to the expiration of the Term.



34.  Tenant’s
Authority; Financial Statements.If Tenant is a corporation, partnership, or other entity, the persons signing this
Lease on behalf of Tenant represent and warrant that they have been duly authorized by such corporation, partnership, or other
entity to execute and deliver this Lease on behalf of the corporation, partnership, or other entity. Tenant shall provide written
evidence of such authority prior to the execution of this Lease. Tenant hereby represents and warrants to Landlord (i) that Tenant’s
most recent financial statements delivered to Landlord in connection with the execution of this Lease are true in all material
respects and no material adverse changes have occurred with respect thereto, and (ii) Tenant will, on an annual basis and upon
Landlord’s request, deliver to Landlord current financial statements which shall be prepared in accordance with generally
accepted accounting principles consistently applied.



35.  Waiver
of Invalidity of Lease.Each party agrees that it will not raise or assert as a defense to any obligation under the
Lease or make any claim that the Lease is invalid or unenforceable due to any failure of this document to comply with ministerial
requirements including, without limitation, requirements for corporate seals, attestations, witnesses, notarizations, or other
similar requirements and each party hereby waives the right to assert any such defenses or make any claim of invalidity or unenforceability
due to any of the foregoing.



36.  Security
Deposit.As additional security for the full and prompt performance by Tenant of the terms and covenants of this Lease,
Tenant has deposited with Landlord the Security Deposit. The Security Deposit shall not constitute rent for any month (unless
so applied by Landlord on account of Tenant’s default hereunder). Within ten (10) days of Landlord’s demand therefor,
Tenant shall restore any portion of the Security Deposit which may be applied



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by
Landlord in accordance with the terms and conditions of this Lease to cure any default by Tenant hereunder. To the extent that
Landlord has not applied the Security Deposit or any portion thereof on account of a default, the Security Deposit, or such remaining
portion of the Security Deposit, shall be returned to Tenant, without interest, promptly following the termination of this Lease.



37.  Estoppel
Certificate.Tenant shall from time to time, within ten (10) business days after Landlord’s request or that of
any mortgagee of Landlord, execute, acknowledge and deliver to Landlord a written instrument in recordable form, substantially
in the form attached hereto as Exhibit G (the “Tenant Estoppel Certificate”).



38.  Rights
Reservedby Landlord.Landlord waives
no rights, except those that may be specifically waived herein, and explicitly retains all other rights including, without limitation,
the following rights, each of which Landlord may exercise without notice to Tenant and without liability to Tenant for damage
or injury to property, person, or business on account of the exercise thereof, and the exercise of any such rights shall not be
deemed to constitute an eviction or disturbance of Tenant’s use or possession of the Premises and shall not give rise to
any claim for set-off or abatement of Rent or any other claim:



a.    To
change the name or street address of the Building;



b.    The
exclusive right to use the name of the Building for all purposes, except that Tenant may use the name on its business address
and for no other purpose;



c.    To
install, affix, and maintain any and all signs on the exterior and on the interior of the Building or the Property;



d.    To
decorate or to make repairs, alterations, additions, or improvements, whether structural or otherwise, in and about the Building,
or any part thereof, and for such purposes to enter upon the Premises and during the continuance of any of such work, to temporarily
close doors, entry ways, public space, and corridors in the Building and to interrupt or temporarily suspend services or use of
Common Facilities, all without affecting any of Tenant’s obligations hereunder, so long as the Premises are reasonably accessible
and usable;



e.    To
furnish door keys for the entry door(s) in the Premises on the Commencement Date and to retain at all times, and to use in appropriate
instances, keys to all doors within and into the Premises. Upon the expiration of the Term or Tenant’s right to possession,
Tenant shall return all keys to Landlord and shall disclose to Landlord the combination of any safes, cabinets or vaults left
in the Premises;



f.     To
designate and approve all window coverings used in the Building;



g.    To
approve the weight, size, and location of safes, vaults, and other heavy equipment and articles in and about the Premises and
the Building so as not to exceed the legal load per square foot designated by the structural engineers for the Building, and to
require all such items and furniture and similar items to be moved into or out of the Building and Premises only at such times,
in such manner and upon such terms as Landlord shall direct in writing;



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h.   To
regulate delivery of supplies and the usage of the loading docks, receiving areas and freight elevators;



i.    To
erect, use, and maintain pipes, ducts, wiring, and conduits, and appurtenances thereto, in and through the Premises;



j.   
To grant to any person or to reserve unto itself the exclusive right to conduct any business or render any service in the Building
or on the Property;



k.
  To alter the layout, design and/or use of the Building in such manner as Landlord, in its sole discretion, deems appropriate,
so long as the character of the Building as a first class office building is maintained;



l.  
To: (a) establish, modify, and enforce reasonable rules and regulations with respect to the Common Facilities; (b) enter into,
modify and terminate easement and other agreements pertaining to the use and maintenance of the parking areas and other Common
Facilities; (c) restrict parking by tenants and their employees to employee parking areas;

(d) temporarily
close portions of the Common Facilities, to the extent Landlord deems necessary or appropriate; (e) do and perform such other
acts in and to the Common Facilities as Landlord deems necessary or appropriate; (f) change, rearrange, alter, modify, reduce,
eliminate, or supplement Common Facilities so long as adequate common facilities are made available to Tenant;



m.
 The exclusive right to use or dispose of the use of the roof of the Building; and



n.  
During the last six (6) months of the Term of this Lease, if during or prior to that time Tenant has vacated the Premises, to
decorate, remodel, repair, alter, or otherwise prepare the Premises for reoccupancy, without affecting Tenant’s obligation
to pay Rent for the Premises.



39.Miscellaneous.



a.   No
Offer.The submission of this Lease for examination does not constitute an offer to lease, or a reservation of or option
for the Premises, and this Lease becomes effective only upon execution and delivery thereof by both Landlord and Tenant.



b.   Non
Waiver.The failure of either party hereto in any one (1)or more instances to insist upon the strict performance of any one (1) or more of the agreements, terms, covenants, conditions
or obligations of this Lease, or to exercise any right, remedy, or election herein contained, shall not be construed as a waiver
or relinquishment of the right to insist upon such performance or exercise in the future, and such right shall continue and remain
in full force and effect with respect to any subsequent breach, act, or omission.



c.   Partial
Payment.No payment by Tenant or receipt by Landlord of a lesser amount than the correct Fixed Basic Rent or Additional
Rent due hereunder shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check
or any letter accompanying any check or payment be deemed to effect or evidence an accord and



-40-







satisfaction
and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance or pursue any
other remedy in this Lease or at law provided.



d.   Entire
Agreement.This Lease constitutes the entire agreement between the parties relating to the subject matter contained
herein. Neither party hereto has made any representations or promises to the other except as expressly contained herein. This
Lease supersedes all prior negotiations, agreements, informational brochures, letters, promotional information and other statements
and materials made or furnished by Landlord or its agents. The submission of this Lease by Landlord, its attorneys or agents,
for examination or execution by Tenant, does not constitute a reservation of (or option for) the Premises in favor of Tenant and
Tenant shall have no right or interest in the Premises and Landlord shall have no liability hereunder, unless and until this Lease
is executed and delivered by Landlord. No rights, easements or licenses are acquired in the Property or in any land adjacent thereto,
by Tenant by implication or otherwise, except as expressly set forth in this Lease. No agreement hereinafter made shall be effective
to change, modify, discharge, or effect an abandonment of this Lease, in whole or in part, unless such agreement is in writing
and signed by the party against whom enforcement of the change, modification, discharge, or abandonment is sought.



e.   Mortgagee
Approval.If any mortgagee shall have the right of approval of this Lease and such mortgagee shall, subsequent to the
execution hereof by all parties hereto, require a change or changes in this Lease as a condition of its approval thereof and if
within thirty (30) days after notice from Landlord, Tenant fails or refuses to execute the amendment(s) to this Lease accomplishing
the change or changes which are stated by Landlord as being needed in connection with the approval of this Lease by the mortgagee,
Landlord shall have the right to cancel this Lease. It is understood and agreed that any such change or changes required by such
mortgagee shall not materially affect or alter: (1) the Fixed Basic Rent; (2) the size of the Premises; or (3) any Premises Work
agreed to be performed in the Premises by Landlord.



f.    Partial
Invalidity.If any of the provisions of this Lease, or the application thereof to any person or circumstances, shall,
to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provision or provisions to
persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby,
and every provision of this Lease shall be valid and enforceable to the fullest extent permitted by law.



g.   Choice
of Law.This Lease has been executed and delivered in the Commonwealth of Pennsylvania and shall be construed in accordance
with the laws of the Commonwealth of Pennsylvania. Any action brought to enforce or interpret this Lease shall be brought in the
court of appropriate jurisdiction in the county in which the Building is located. Should any provision of this Lease require judicial
interpretation, it is agreed that the court interpreting or considering same shall not apply the presumption that the terms hereof
shall be more strictly construed against a party by reason of the rule or conclusion that a document should be construed more
strictly against the party who itself or through its agent prepared the same. It is agreed and stipulated that all parties hereto
have participated equally in the preparation of this Lease and that legal counsel was consulted by each responsible party before
the execution of this Lease.



-41-







h.    Powers
of Attorney.Pursuant to 20 Pa.C.S.A. Section 5601(a), Landlord and Tenant hereby agree that the powers of attorney
granted pursuant to any provision of this Lease shall not be construed in accordance with the provisions of Chapter 56 of Title
20 of the Pennsylvania Consolidated Statues.



i.     No
Recordation.This Lease shall not be recorded in whole or in memorandum form by either party hereto without the prior
written consent of the other.



j.
Receipt of Money.No receipt of
money by Landlord from Tenant after the termination of this Lease or after the service of any notice or after the commencement
of any suit, or after final judgment for the possession of the Premises, shall reinstate, continue or extend the term of this
Lease or affect any such notice, demand or suit or imply consent for any action for which Landlord’s consent is required.



k.
No Joint Venture.This Lease shall create
only the relationship of landlord and tenant between Landlord and Tenant and no estate shall pass out of Landlord. Nothing herein
is intended to be construed as creating a joint venture or partnership relationship between the parties hereto.



1.    No
Third Party Beneficiaries.Notwithstanding anything to the contrary contained herein, no provision of this Lease is
intended to benefit any party other than the signatories hereto and their permitted heirs, personal representatives, successors
and assigns, and no provision of this Lease shall be enforceable by any other party.



m.
Exhibits.All exhibits referred to in this
Lease are attached hereto and shall be deemed an integral part hereof.



n.
Captions.The captions included in this Lease,
whether for sections, subsections, paragraphs, Table of Contents, Exhibits, or otherwise, are inserted and included solely for
convenience and shall not be considered or given any effect in construing the provisions hereof, and are not to be used in interpreting
this Lease or for any other purpose in the event of any controversy.



o.
Representations.Landlord have made no representation,
agreement, condition, warranty, understanding, or promise, either oral or written, other than as set forth herein, with respect
to the Lease, the Property, the Premises, or otherwise.



p.
Gender; Plural Terms; Persons.The masculine,
feminine, or neuter pronoun shall each include the masculine, feminine, and neuter genders. A reference to person shall mean a
natural person, a trustee, a corporation, a partnership, and any other form of legal entity. All references (including pronouns)
in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well, as
the context may require.



q.
Time.Time is of the essence of this
Lease with respect to the performance by Tenant of all of its obligations hereunder.



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r.Light and Air.No diminution or shutting off of
any light, air, or view by any structure now or hereafter erected shall in any manner affect this Lease or the obligations of
Tenant hereunder, or increase any of the obligations of Landlord hereunder.



s.
Tenant’s Waiver.Tenant waives those
provisions of the Landlord and Tenant Act of 1951, Act of April 6, 1951, P.L. 69, art. I, secs. 101 et seq., 68 P.S. secs. 250.
101 et seq., as amended and as may from time to time be further amended (hereinafter referred to as “Act”), that are
not prohibited by law from being waived. Without limiting the generality of the foregoing waiver, Tenant specifically waives the
right to receive the Notice to Quit provided for in said Act.



40.Additional
Definitions.



a.   “Date
of this Lease” or “date of this Lease” shall mean the date of acceptance and execution of this Lease by Landlord,
following execution and delivery thereof to Landlord by Tenant and that date shall be inserted in the space provided in the Preamble.



b.   “Landlord”
as used in this Lease includes the Landlord named above as well as its successors and assigns, each of whom shall have the same
rights, remedies, powers, authorities and privileges as it would have had it originally signed this lease as Landlord. Any such
person, whether or not named herein, shall have no liability hereunder after ceasing to hold title to the Property. Neither Landlord
nor any principal of Landlord nor any owner of the Building or the Property, whether disclosed or undisclosed, shall have any
personal liability with respect to any of the provisions of this Lease, the Premises or the Property, and if Landlord is in breach
or default with respect to Landlord’s obligations under this Lease or otherwise, Tenant shall look solely to the equity
of Landlord in the Premises for the satisfaction of Tenant’s remedies.



c.   “Tenant”
as used in this Lease includes the Tenant named above as well as its heirs, successors and assigns, each of which shall be under
the same obligations, liabilities, and disabilities and each of which shall have the same rights, privileges, and powers as it
would have possessed had it originally signed this Lease as Tenant. However, no such rights, privileges or powers shall inure
to the benefit of any assignee of Tenant, immediate or remote, unless the assignment to such assignee is permitted or has been
approved in writing by Landlord. Any notice required or permitted by the terms of this Lease may be given by or to any one (1)
of the persons named above as Tenant, and shall have the same force and effect as if given by or to all of them.



d.   “Mortgage”
or “mortgage” as used in this Lease includes any lien or encumbrance on the Premises, the Building or the Property
or on any part of or interest in or appurtenance to any of the foregoing, including without limitation any ground rent or ground
lease if Landlord’s interest is or becomes a leasehold estate. The word “mortgagee” or “Mortgagee”
is used herein to include the holder of any mortgage, including any ground landlord if Landlord’s interest is or becomes
a leasehold estate. Wherever any right is given to a mortgagee, that right may be exercised on behalf of such mortgagee by any
representative or servicing agent of such mortgagee.



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e.    “Person”
as used in this Lease includes a natural person, a partnership, a corporation, an association, and any other form of business
association or entity.



f.     “Rent”
or “rent” as used in this Lease shall mean all Fixed Basic Rent, Additional Rent, and any other rent or other sums
due from Tenant under this Lease.



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41.  OFAC.Tenant represents, warrants, and covenants that neither Tenant, nor any individual or entity affiliated with Tenant
nor any individual or entity that has an economic interest in Tenant nor any of its officers or directors (i) is listed on the
Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, Department of the Treasury
(“OFAC”) pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (September 25, 2001) (“Order”) and
all applicable provisions of Title III of the USA Patriot Act (Public Law No. 107-56 (October 26, 2001)); (ii) is listed on the
Denied Persons List and Entity List maintained by the United States Department of Commerce; (iii) is listed on the Foreign Terrorist
Organization List and Terrorist Exclusion List maintained by the United States Department of State; (iv) is listed on any other
publicly available list of terrorists, terrorist organizations or narcotics traffickers maintained by the United States Department
of State, the United States Department of Commerce or any other governmental authority or pursuant to the Order, the rules and
regulations of OFAC (including without limitation the Trading with the Enemy Act, 50 U.S.C. App. 1-44; the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701-06; the unrepealed provision of the Iraq Sanctions Act, Publ.L. No. 101-513;
the United Nations Participation Act, 22 U.S.C. § 2349 as-9; The Cuban Democracy Act, 22 U.S.C. §§ 60-1-10; The
Cuban Liberty and Democratic Solidarity Act, 18 U.S.C. §§2332d and 233; and The Foreign Narcotic Kingpin Designation
Act, Publ. L. No. 106-120 and 107-108, all as may be amended from time to time); or any other applicable requirements contained
in any enabling legislation or other Executive Orders in respect of the Order (the Order and such other rules, regulations, legislation
or orders are collectively called the “Orders”); (vi) is engaged in activities prohibited in the Orders; or (vii)
has been convicted, pleaded nolo contendere, indicted, arraigned or custodially detained on charges involving money laundering
or predicate crimes to money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes
or in connection with the Bank Secrecy Act (31 U.S.C. § 5311 et. seq.). Tenant hereby agrees to defend, indemnify, and hold
harmless Landlord from and against any and all claims, damages, losses, risks, liabilities, and expenses (including attorneys’
fees and costs) arising from or related to any breach of the foregoing representation, warranty, and covenant.



42.  Tenant
Waiver.TENANT SPECIFICALLY ACKNOWLEDGES THAT TENANT HAS VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVED CERTAIN DUE
PROCESS RIGHTS TO A PREJUDGMENT HEARING BY AGREEING TO THE TERMS REGARDING CONFESSION OF JUDGMENT AS PROVIDED IN SECTION 29(b)
ABOVE, TENANT FURTHER SPECIFICALLY AGREES THAT IN THE EVENT OF DEFAULT, LANDLORD MAY PURSUE MULTIPLE REMEDIES INCLUDING OBTAINING
POSSESSION OF THE PREMISES PURSUANT TO A JUDGMENT BY CONFESSION. FURTHERMORE, TENANT SPECIFICALLY WAIVES ANY CLAIM AGAINST LANDLORD
AND LANDLORD’S COUNSEL FOR VIOLATION OF TENANT’S CONSTITUTIONAL DUE PROCESS RIGHTS AS A RESULT OF JUDGMENT BEING CONFESSED
PURSUANT TO THIS LEASE.



|A.
    Z.         | 
|----------------- | 
|(TENANT INITIALS) | 



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43.  Tenant’s
Relocation.Landlord, in its sole discretion, shall have the right from time to time to change the location of the
Premises to other space (the “Substituted Leased Premises”) within the Park, subject to the terms and conditions set
forth below.



a.   The
Substituted Leased Premises shall contain a minimum floor area of approximately the same number of square feet as are contained
in the Premises; and the square footage of any Common Facilities attributable to the Substituted Leased Premises shall be approximately
the same as that of the Common Facilities attributable to the Premises.



b.   Landlord
shall give Tenant notice of Landlord’s decision to relocate Tenant; and Tenant agrees that it shall relocate to the Substituted
Leased Premises as soon as same is ready for occupancy.



c.   Landlord
shall bear and pay for the cost and expense of any such relocation; provided, however, that Tenant shall not be entitled to any
compensation for damages for any interference with or interruption of its business during or resulting from such relocation. Landlord
shall make reasonable efforts to minimize such interference. Tenant shall cooperate with Landlord so as to facilitate the prompt
completion by Landlord of its obligations under this Section. Without limiting the generality of the foregoing, Tenant agrees
to provide to Landlord promptly such approvals, instructions, plans, specifications or other information as may be reasonably
requested by Landlord.



d.   In
connection with any such relocation, Landlord shall, at its own cost and expense, furnish and install in (or, if practicable,
relocate to) the Substituted Leased Premises all walls, partitions, floors, floor coverings, ceilings, fixtures, wiring, and plumbing,
if any (as distinguished from trade fixtures, equipment, furniture, furnishings, and other personal property belonging to Tenant)
required for Tenant’s proper use and occupancy thereof, all of which items shall be comparable in quality to those situated
in the Premises.



e.   Landlord
and Tenant shall promptly execute an amendment to this Lease reciting the relocation of the Premises and any changes in the Fixed
Basic Rent and Additional Rent payable hereunder on account of the change in rentable area of the Substituted Lease Premises.



[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]



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IN
WITNESS WHEREOF,and in consideration of the mutual entry into this Lease and for other good and valuable consideration,
and intending to be legally bound, each party hereto has caused this agreement to be duly executed under seal



.
Landlord:







|Date
    Signed: | 10/31/15 |  | CAMPUS
    INVESTORS H BUILDING, L.P., a Delaware
|---------------- | -------- |  | -------------------------------------------------
|                 |          |  | limited partnership                              





| | By: Bergen
    H Building, LLC, a Delaware limited liability company, its general partner
| | -----------------------------------------------------------------------------------------
| |                                                                                          
| | By:                                                                                      
| | Name:                                                                                    
| | Title:                                                                                   









Tenant:





|Date Signed: | 10/31/15 |  | INNOCOLL AG, a German stock corporation
|------------ | -------- |  | ---------------------------------------







| | By:    | /s/ Anthony Zook
| | ------ | ----------------
| | Name:  | Anthony Zook    
| | Title: | CEO             





|COMMONWEALTH OF PENNSYLVANIA | :    
|---------------------------- | -----
|                             | : SS:
|COUNTY OF                    |      
|                             |      





On
this, the ___ day of _________________, 2015, before me, a Notary Public, the undersigned officer, personally appeared ______________________________,
who acknowledged himself/herself to be the ____________________ of INNOCOLL AG, a German stock corporation, and that he/she, as
such officer/representative, being authorized to do so, executed the foregoing instrument for the purposes therein contained by
signing the name of the company by himself/herself as such officer/representative.



IN
WITNESS WHEREOF, I hereunto set my hand and official seal.



| |              
| | -------------
| | Notary Public



Signature
Page to Office Space Lease