<PAGE>


EXHIBIT 10.32       LEASE BETWEEN SCIENCE PARK DEVELOPMENT
                  CORPORATION AND VION PHARMACEUTICALS, INC.
                             AS OF NOVEMBER 1, 2001

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

Article No.       Description                                                            Page
-----------       -----------                                                            ----
<S>               <C>                                                                    <C>
       1          Leased Premises                                                         2
       2          Term                                                                    3
       3          Rent                                                                    3
       4          Taxes                                                                   6
       5          Tenant's Use of Leased Premises                                         7
       6          Alterations                                                             8
       7          Repairs                                                                 9
       8          Compliance with Laws; Increased Insurance Rates;
                  Environmental Laws                                                     10
       9          Floor Load; Engines, Machinery and Equipment                           13
      10          Tenant's Obligations to Landlord's Lenders                             13
      11          Limitations on Landlord's Liability                                    14
      12          Tenant's Obligation to Protect Landlord and Landlord's Lenders         15
      13          Fire and Other Casualty                                                16
      14          Taking by Governmental Authority                                       17
      15          Tenant's Right to Encumber, Assign, or Sublease                        18
      16          Access to Leased Premises                                              19
      17          Default and Termination                                                20
      18          Landlord's Performance on Tenant's Behalf                              22
      19          Tenant's Quiet Enjoyment of the Leased Premises                        22
      20          No Waiver by Landlord                                                  22
      21          Inability to Perform                                                   23
      22          Notices and Other Communications                                       23
      23          Rules and Regulations                                                  24
      24          Security Deposit                                                       24
      25          Insurance                                                              25
      26          Services Provided by Landlord                                          26
      27          Services Provided by Tenant                                            27
      28          Signs                                                                  27
      29          Brokerage                                                              27
      30          Notice of Lease                                                        28
      31          Surrendering of Leased Premises                                        28
      32          Additional Obligations of Tenant                                       28
      33          Tenant's Waiver of Rights                                              29
      34          Effect of Written Lease Agreement                                      29
      35          Interpretation of Lease                                                29
      36          Option to Expand Leased Premises                                       30

</TABLE>



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<PAGE>


Exhibit A         Legal Property Description - Building 4, 375 Winchester Avenue

<TABLE>
<CAPTION>
Schedules
---------
<S>               <C>
   A              Floor Plan of the Leased Premises
   B              Chemicals and Hazardous Materials
   C              Equipment
   D              Rules and Regulations
</TABLE>

         This lease (this "Lease"), made and entered into as of the 1st day of
November, 2001 by and between SCIENCE PARK DEVELOPMENT CORPORATION, a
Connecticut corporation with offices at 25 Science Park, New Haven, Connecticut
06511 (herein referred to as "Landlord") and VION PHARMACEUTICALS, INC., a
Delaware corporation with a principal place of business at 4 Science Park, New
Haven, Connecticut, 06511 (herein referred to as "Tenant").


                              W I T N E S S E T H:

         Tenant warrants and represents to Landlord that Tenant is a corporation
organized and in good standing under the laws of the State of Delaware and that
it has full right, power and authority to enter into this Lease in the manner
hereinafter subscribed. Landlord warrants and represents to Tenant that Landlord
is a corporation organized and in good standing under the laws of the State of
Connecticut and that it has full right, power and authority to enter into this
Lease in the manner hereinafter subscribed. Based upon the foregoing, Landlord
hereby leases to Tenant, and Tenant hereby hires from Landlord, the Leased
Premises as hereinafter defined, for the Term, rentals, and upon other
conditions and covenants as follows:


                           ARTICLE 1. LEASED PREMISES

         1.1. Leased Premises. Landlord holds fee simple title to that certain
land and the improvements thereon known as 4 Science Park, which real property
has an address of 375 Winchester Avenue in the City of New Haven, County of New
Haven and State of Connecticut and which real property is more particularly
described on Exhibit A attached hereto and made a part hereof (the "Property").
Tenant shall lease from Landlord a portion of the building situated on the
Property (the "Building"), which portion is located on the East side of the
Building on the first, third and fourth floors and consists of approximately
19,738 rentable square feet, which leased space is delineated on the floor plan
attached hereto as Schedule A and made a part hereof (the "Leased Premises").
Tenant's rights under this Lease shall include, in common with other tenants of
the Building, use of the land and the facilities, accesses, hallways, roadways,
sidewalks, and like service and scenic improvements and grounds (with the
exception of parking areas), which are intended for the common use of tenants of
the Building ("Common




                                       2









<PAGE>

Facilities"). The Property is part of an area of approximately 80 acres
generally referred to as "Science Park".

         1.2. Parking Areas. The rental of the Leased Premises will include the
use of fifty-five (55) parking spaces located in the parking lot serving the
Building from time to time. Additional spaces, if available, will be billed at
Landlord's prevailing rate. Landlord has the right to reassign the location of
parking spaces for Tenant's use. Tenant's use of the spaces shall be subject to
the reasonable rules and regulations adopted by the Landlord, as such are
adopted or amended from time to time. Tenant shall have no right to use any
other parking spaces. The parking spaces may be unassigned and unmarked; the lot
shall be unattended and parking shall be at Tenant's risk.

         1.3. "As Is" Condition; No Representations by Landlord. The Leased
Premises shall be made available to Tenant in its present "as is" condition.
Tenant represents that it has inspected the Leased Premises to its full
satisfaction, accepts it "as is" and relies on no warranties or representations,
express or implied, of Landlord or any agent or other party associated with
Landlord as to its condition or repair, or as to taxes or any other matter
relating to the Leased Premises, except as otherwise expressly provided in this
Lease.

                                 ARTICLE 2. TERM

         Term of Lease. The "Term" of this Lease shall commence on November 1,
2001 (the "Commencement Date") and, unless sooner cancelled or terminated in
accordance with the terms of this Lease, will expire on October 31, 2006 (the
"Expiration Date"). Notwithstanding the preceding sentence, Tenant shall have
the right to terminate this Lease as of October 31, 2004 by providing Landlord
with written notice on or before April 30, 2004. If Landlord does not receive
such notice on or before such date, Tenant's right to terminate shall be deemed
waived.

                                 ARTICLE 3. RENT

         3.1. Base Rent. Tenant shall pay to Landlord a base annual rent ("Base
Rent") computed at the rate per rentable square foot of the Leased Premises
shown on the table below, due and payable in twelve (12) equal monthly
installments in advance on the first (1st) day of each calendar month during the
Term. If the Commencement Date shall be any day other than the 1st day of a
calendar month, Base Rent for such calendar month shall be pro-rated on a per
diem basis.

         During the five year Term of this Lease, Tenant shall pay to Landlord
the following Base Rent:



                                       3










<PAGE>

<TABLE>
<CAPTION>
         Period            Rent Per Sq. Ft.        Annual Rent           Monthly Installment
         ------            ---------------         -----------           -------------------
                                                                                  Due
                                                                                  ---
         <S>                    <C>               <C>                      <C>
         Year 1                 $12.00              $236,856.00               $19,738.00
         Year 2                 $13.00              $256,594.00               $21,382.83
         Year 3                 $14.00              $276,332.00               $23,027.67
         Year 4                 $15.00              $296,070.00               $24,672.50
         Year 5                 $16.00              $315,808.00               $26,317.33
</TABLE>

         3.2. Additional Rent. In addition to Base Rent, Tenant shall pay to
Landlord additional rent ("Additional Rent") consisting of all other sums of
money as shall become due and payable by Tenant hereunder, including without
limitation, amounts due and payable under Section 3.3 and Section 4.3, for
default in the payment of which Landlord shall have the same remedies as for a
default in the payment of Base Rent.

         3.3. Utilities and Operating Expenses.

                  A. Tenant's Pro Rata Share. As used in this Lease, the term
"Tenant's Pro Rata Share" means that percent, calculated by dividing the gross
interior square footage of the Leased Premises by the aggregate gross interior
square footage of the Building and expressing the fraction as a percentage.

                  B. Gas and Electricity. Tenant shall pay to Landlord as
Additional Rent hereunder for gas and electricity provided to the Leased
Premises an amount equal to Tenant's Pro Rata Share of Landlord's aggregate cost
to provide gas and electricity to the Building. Landlord has the right to
reasonably estimate the gas and electricity charges to be incurred at the
Building during each year of the Term and to charge Tenant its proportionate
share of such estimate each month during the lease year, with an annual
reconciliation of the amounts so paid by Tenant to be prepared by Landlord and
furnished to Tenant as soon as reasonably practical following the end of each
calendar year during the term but in any event by May 15 of the following year.
If Tenant shall have paid for any lease year an amount in excess of its
proportionate share of the actual gas and electricity service charges for such
period, Landlord shall credit the amount overpaid against Tenant's next payments
for gas and electricity service, and if Tenant shall have paid for any lease
year an amount less than the actual charges for such period, Tenant shall pay
the difference to Landlord within thirty (30) days after receipt of an invoice
therefor. If the amount overpaid by Tenant exceeds the amount of gas and
electricity service charges estimated by Landlord to be payable by Tenant during
the balance of the Term, then Landlord shall pay the difference to Tenant within
thirty (30 days following the delivery of the reconciliation to Tenant.

                  C. Operating Expenses. Tenant shall pay to Landlord as
Additional Rent hereunder the Tenant's Pro Rata Share of the charges and costs
incurred by Landlord in the ordinary maintenance and operation of the Building
and the Property (collectively, the "Operating Expenses"). These charges and
costs include, but are not limited to, janitorial and other cleaning services;
building maintenance services; grounds maintenance; snow removal; management
fees (provided that such management fees shall




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<PAGE>

in no event exceed the reasonable and customary management fees charged from
time to time for comparable buildings in the greater New Haven market);
insurance; utilities services (other than water); trash removal; parking lot
maintenance; and security. Notwithstanding anything else to the contrary
contained herein, Operating Expenses shall include the cost to repair or replace
the roof of the Building, the cost of capital improvements and costs to repair
or replace the structural components or systems of the Building, provided in
each such case that such costs shall be amortized over the maximum useful life
of such items in accordance with the U.S Internal Revenue Code and the
regulations thereunder in effect from time to time. Costs incurred to repair or
replace the roof, structural components or systems of the Building shall not be
recoverable as Operating Expenses unless the same are repaired or replaced at
the end of their useful life. Notwithstanding anything else to the contrary
contained herein, the funding of reserves shall not in and of itself constitute
the expenditure of Operating Expenses; provided, however, that the expenditure
of such reserves for items that otherwise constitute Operating Expenses
hereunder shall constitute the expenditure of Operating Expenses. Landlord has
the right to reasonably estimate the Operating Expenses to be incurred during
each year of the Term and to charge Tenant its proportionate share of such
estimate each month during the lease year, with an annual reconciliation of the
amounts so paid by Tenant to be prepared by Landlord and furnished to Tenant as
soon as reasonably practical following the end of each calendar year during the
term but in any event by May 15 of the following year. If Tenant shall have paid
for any lease year an amount in excess of its proportionate share of the actual
Operating Expenses for such period, Landlord shall credit the amount overpaid
against Tenant's next payment for Operating Expenses, and if Tenant shall have
paid for any lease year an amount less than the actual charges for such period,
Tenant shall pay the difference to Landlord within thirty (30) days after
receipt of an invoice therefor. . If the amount overpaid by Tenant exceeds the
amount of Operating Expenses estimated by Landlord to be payable by Tenant
during the balance of the Term, then Landlord shall pay the difference to Tenant
within thirty (30 days following the delivery of the reconciliation to Tenant.

         3.4. Absolute Obligation to Pay; No Set-Off. Tenant's obligation to
make full and prompt payment of all rent when owed under the terms of this Lease
is absolute. Rent shall be paid without set-off, withdrawal or deduction of any
nature.

         3.5. Partial Payments. Any payment of rent which is less than the
amount then due and owing to Landlord will be considered a payment against the
oldest outstanding rental obligation and Landlord may accept such payment
without affecting its rights to collect the balance owed.

         3.6. Interest on Late Payments of Rent or Other Amounts Due. Any rent
or other amount which is owed by Tenant under this Lease and which is not paid
within ten (10) days of the date when due shall carry interest at an annual rate
(the "Default Rate") equal to the lesser of (i) the highest rate allowed by law
from the date which is ten (10) days after the date such rent





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<PAGE>

or other amount was due until the date of payment, and (ii) eighteen percent
(18%) per annum.

         3.7. Bookkeeping and Audits. Landlord shall maintain books and records
respecting gas, electricity, Operating Expenses and Taxes (as defined in
Article 4) and determine the same in accordance with sound accounting and
management practices, consistently applied. Tenant or its representative shall
have the right to examine those books and records of Landlord and any managing
agent reasonably necessary for purposes of auditing expenditures for gas,
electricity, Operating Expenses and Taxes in question. Such examination shall
take place during normal business hours at the place or places where such
records are normally kept. Each invoice rendered to Tenant shall be considered
final, unless (i) Tenant has given written notice to Landlord of its intention
to audit the books and records of Landlord, which notice must be given within
thirty (30) days following Tenant's receipt of such invoice, and (ii) Tenant
takes exception to the invoice by written notice given to Landlord within sixty
(60) days following Tenant's receipt of such invoice, which notice shall
identify the exception with reasonable specificity. In the event that Landlord
and Tenant are unable to resolve the dispute within seventy-five (75) days
following Tenant's receipt of such invoice, then such dispute shall be submitted
to an independent certified public accounting firm selected by Landlord, subject
to Tenant's reasonable approval of such firm, which approval shall not be
unreasonably withheld or delayed. The certification by such independent
certified public accounting firm as to the proper amount shall be final and
conclusive as between Landlord and Tenant. Tenant shall promptly pay the fees
and costs of such independent certified public accounting firm unless such
certification determines that Tenant was overbilled by more than two (2%)
percent. Pending resolution of any such exceptions in the foregoing manner,
Tenant shall continue paying, without prejudice to Tenant's position, Tenant's
Pro Rata Share of gas, electricity, Operating Expenses and Taxes paid or
incurred during the applicable period in the amounts determined by Landlord,
subject to adjustment after any such exceptions are resolved.

         3.8  Survival. The rights, obligations and liabilities of Landlord and
Tenant under this Article 3 shall survive the expiration or earlier termination
of this Lease for any reason.

                                ARTICLE 4. TAXES

         4.1. Personal Property Taxes. Tenant shall be solely responsible for
and pay within the time provided by law all taxes and assessments imposed on its
inventory, furniture, trade fixtures, apparatus, equipment and any other of
Tenant's personal or other property.



                                       6









<PAGE>

         4.2. Other Taxes and License Fees. Tenant shall pay before delinquency
all license and permit fees and taxes that may be imposed upon the business of
Tenant on the Leased Premises.

         4.3. Real Property Taxes. As used herein, the term "Taxes" shall mean
all real property taxes and assessments, water and sewer taxes and assessments,
and any and all other governmental levies, taxes or charges, general or special,
ordinary or extraordinary, unforeseen as well as foreseen, of any kind of nature
whatsoever, which may be assessed or imposed from time to time during any part
of the Term by the City of New Haven and/or any other governmental taxing
authority, upon the Property, the Building and/or the parking lot(s) from time
to time serving the Building; provided, however, that Taxes shall not include
any income or corporate franchise tax levied on Landlord. If, due to a future
change in the method of taxation or in the taxing authority, a tax or
governmental imposition, however designated (including, without limitation,
any tax measured or payable with respect to income, profits, rents or other
charges received by Landlord and levied against Landlord, the Property and/or
the Building) shall be levied against Landlord, the Property and/or the
Building in substitution, in whole or in part, or as an addition to or in
lieu of any Taxes, then such tax or governmental imposition shall be deemed
to be included within the definition of the term "Taxes" for the purposes
hereof. Landlord shall deliver to Tenant a copy of each tax bill it receives
from the City of New Haven and/or any other governmental taxing authority for
Taxes, together with an invoice and a calculation of Tenant's Pro Rata Share of
Taxes. Within ten (10) business days following Tenant's receipt of such invoice
and copy of the tax bill, Tenant shall pay to Landlord, as Additional Rent
hereunder, Tenant's Pro Rata Share of Taxes assessed for any period any part of
which shall occur during the Term. If Landlord receives an abatement of Taxes
from the City of New Haven or other governmental taxing authority following
receipt by Landlord of payment from Tenant for Tenant's Pro Rata Share of such
Taxes, then Landlord shall within ten (10) business days of its receipt of such
abatement refund to Tenant Tenant's Pro Rata Share of such abatement.

         4.4 Survival. The rights, obligations and liabilities of Landlord and
Tenant under this Article 4 shall survive the expiration or earlier termination
of this Lease for any reason.


                   ARTICLE 5. TENANT'S USE OF LEASED PREMISES

         5.1. Use of Leased Premises. The Leased Premises will be used by Tenant
for office and laboratory purposes only and for purposes incidental thereto.
Tenant shall at all times and in all respects comply with all local, state and
federal laws, ordinances, regulations and orders relating to land use,
industrial hygiene, environmental (including, but not limited to the
Environmental Laws as defined in Section 8.5) or similar laws,




                                       7









<PAGE>

including the use, analysis, generation, manufacture, storage, disposal or
transportation of Hazardous Materials as defined in Section 8.4. Landlord
represents that office and laboratory use is a permitted use of the Leased
Premises under applicable zoning laws, rules and regulations.

                             ARTICLE 6. ALTERATIONS

         6.1. Tenant May Not Make Alterations or Improvements. Tenant shall not
make any alterations, additions or improvements in or to the Leased Premises
except with Landlord's prior written consent, which consent will not be
unreasonably withheld. Without limiting the generality of the foregoing, it
shall not be unreasonable for Landlord to withhold its consent or require
modifications to the design or installation of any mechanical, electrical or
other systems which interconnect to or could affect or be affected by
mechanical, electrical, HVAC or other Building systems.

         6.2. Improvements to Become Property of Landlord. All additions and
other improvements installed in the Leased Premises at any time, either by
Tenant or by Landlord on Tenant's behalf, shall become the property of Landlord
and shall be surrendered with the Leased Premises upon termination of this Lease
unless Landlord requires otherwise. Landlord acknowledges that Tenant has
supplied certain equipment, as contained in Schedule C attached, and Tenant
shall remove said equipment upon termination of this Lease.

         6.3. Tenant's Removal of Trade Fixtures. Nothing in this Article shall
prevent Tenant's removal of its trade fixtures upon the Expiration Date or
earlier termination of this Lease in accordance with the terms hereof, but upon
such removal, Tenant shall promptly, and at its own expense, repair and restore
any damage caused by such removal.

         6.4. Tenant's Compliance with Conditions of Construction. Tenant shall,
before making any alterations, additions or improvements permitted hereunder,
obtain all permits, approvals and certifications required by any governmental or
quasi-governmental body or authority, and (upon completion) certificates of
final approval and/or completion thereof, and shall deliver promptly copies of
all such permits, approvals and certificates to Landlord. In performing any
additions, alterations or improvements to the Leased Premises permitted
hereunder, Tenant shall comply with all applicable laws, regulations and
ordinances. Tenant agrees to carry, and will cause its contractors and
subcontractors to carry, worker's compensation insurance in the amount required
by law and general liability insurance with a limit of not less than One Million
Dollars ($1,000,000.00) combined single limit per occurrence for bodily injury,
personal injury and property damage liability. Each such policy shall name
Landlord and, at Landlord's request, Landlord's Lenders (as such term is defined
in Section 10.1 hereof), as additional insured(s) and Tenant shall furnish to
Landlord prior to the commencement of construction appropriate certificates
evidencing that such insurance is in effect. Tenant





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<PAGE>

agrees to obtain and deliver to Landlord written subordination of mechanics'
liens upon the Property and the Building for all work, labor and services to be
performed and for materials to be furnished in connection with such work, signed
by all contractors, subcontractors, material men and laborers to become involved
in such work. Any such alterations, additions or improvements shall be at the
sole expense of Tenant using contractors selected by Tenant and approved by
Landlord, which approval shall not be unreasonably denied or delayed. Tenant
shall notify Landlord in writing of the identity of each contractor with whom it
intends to contract at least five (5) business days prior to entering into a
contract with such contractor. If Landlord has not notified Tenant in writing
that Landlord disapproves of such contractor within five (5) business days after
Landlord was notified of the identity of Tenant's proposed contractor, then such
contractor shall be deemed approved.

         6.5. Mechanic's Lien. If any mechanic's lien is filed against the
Property or the Leased Premises for work claimed to have been done or materials
claimed to have been furnished to or for the benefit of Tenant, whether related
to work done pursuant to any provision of this Lease or otherwise, the lien,
within thirty (30) days of its filing, shall be discharged by Tenant at Tenant's
expense by filing a bond as required by law or by other reasonable means.

                               ARTICLE 7. REPAIRS

         7.1. Landlord Maintenance. Landlord shall maintain and repair the
public portions of the Building, exterior and interior, and shall make all
structural repairs to the Building, subject to Tenant's obligations under
Section 7.3. Landlord shall maintain and repair the equipment serving the
Building generally, and the utility systems serving the Building and up to the
Leased Premises, but not utility fixtures within the Leased Premises.

         7.2. Tenant Maintenance. Tenant shall take good care of and maintain
the Leased Premises, shall not waste the Leased Premises, and, at its sole cost
and expense, shall make all repairs to the Leased Premises and to the fixtures,
including without limitation, heating, ventilation and air conditioning (HVAC)
units located within the Leased Premises and all utility fixtures, within the
Leased Premises as and when needed to preserve the Leased Premises and such
fixtures in good working order and condition, reasonable wear and tear excepted.
Tenant shall also be responsible for its own janitorial services within the
Leased Premises. Any contractors retained by Tenant for these purposes must be
approved by Landlord in accordance with the provisions of Section 6.4.

         7.3. Tenant's Liability for Damages. Notwithstanding any provision of
Section 7.1 above, Tenant shall be liable for all damage or injury to the Leased
Premises or to any other part of the Property or the Building or to any other
portion of the property known as "Science Park", of which the Property is a
part, whether requiring structural or non-structural repairs, caused by or
resulting from any intentional or unintentional act, negligence or willful
conduct on the part of Tenant, a subtenant of Tenant, their




                                       9









<PAGE>

respective servants, employees, agents, contractors, subcontractors, licensees
or invitees. All such damage or injury shall be repaired promptly by Tenant at
its sole cost and expense to the satisfaction of Landlord.

         7.4. Tenant to Repair Damage. Tenant shall repair all damage to the
Property, the Building and to the Leased Premises caused by the moving,
installing or removing of Tenant's fixtures, furniture, equipment or other
personal property.

         7.5. Landlord May Make Repairs at Tenant's Expense. If Tenant fails
after thirty (30) days' notice to proceed with due diligence to make any repairs
required to be made by it (unless in Landlord's judgment, reasonably exercised,
a delay of thirty days may expose persons or property to possible damage or
injury, wherein Landlord may proceed without notice to repair), repairs may be
made by Landlord for the account of and at the expense of Tenant. The reasonable
costs and expenses so incurred by Landlord in making any such repairs shall be
payable by Tenant as Additional Rent within ten (10) business days following
submission of reasonably detailed invoices therefor.

         7.6. Tenant to Notify Landlord of Defective Conditions. Tenant shall
give Landlord prompt written notice of any defective condition in the Leased
Premises of which Tenant is aware, including but not limited to, any defective
condition in the plumbing, heating system or electrical lines located in,
servicing or passing through the Leased Premises.

         7.7. Quality of Work. Any and all work required or permitted to be done
to or upon the Leased Premises by way of repairs, alterations, additions or
improvements by Landlord or Tenant, or the agents or employees of either, shall
be of a quality equal to the original construction and shall be done in
accordance with all applicable laws, regulations and ordinances.

           ARTICLE 8. COMPLIANCE WITH LAWS; INCREASED INSURANCE RATES;
                               ENVIRONMENTAL LAWS

         8.1. Tenant to Comply with Laws and Regulations. Tenant, at its sole
cost and expense, shall comply with all present and future statutes, laws,
orders, ordinances, rules, regulations and requirements of all federal, state,
municipal and local governments, departments, commissions and boards, the
directions of any public officer, and all orders, rules and regulations of the
Connecticut Board of Fire Underwriters or any similar organization, relating or
pertaining to the conduct of Tenant's business or its specific use and occupancy
of the Leased Premises (and not to those laws, etc. which pertain to tenants
generally, which shall be Landlord's responsibility) (collectively, "Laws").

         8.2. No Violation of Insurance Policies. Tenant shall not do or permit
any act to be done in or to the Leased Premises which will invalidate or be in
conflict with any policies of insurance at any time carried by or for the
benefit of Landlord with respect to the Leased Premises, Building or Property.
Tenant shall not use the Leased Premises in a




                                       10









<PAGE>

manner that will increase the rate of any insurance applicable to the Leased
Premises, Building or Property in effect on the Commencement Date. Landlord
represents that as of the Commencement Date, the use of the Leased Premises for
office and laboratory purposes does not conflict with or invalidate any
insurance nor subject Landlord to an increase in the rate of insurance.

         8.3. Tenant to Pay Costs, Fines and Penalties. Upon receipt of notice
from Landlord, Tenant shall promptly pay all claims, costs, expenses, fines,
interest, penalties or damages that may be imposed upon or incurred by Landlord
by reason of Tenant's failure to comply with any of the provisions of this
Lease, provided that Tenant shall not be liable for any late charges or other
costs that result from a delay by Landlord in paying the same. If Landlord's
insurance rates are increased during the Term of this Lease because of a special
risk associated with Tenant's use or occupancy, Tenant shall promptly reimburse
Landlord for said increase as Additional Rent, upon receipt of reasonably
detailed evidence thereof.

         8.4. Hazardous Materials. As used herein, the term "Hazardous
Materials" shall mean and include those elements, materials, compounds,
mixtures, wastes or substances (collectively "Substances") which are designated
as pollutant, toxic, infectious, flammable, radioactive or hazardous (or
contained in any list which is adopted) by the United States Environmental
Protection Agency (the "EPA"), the State of Connecticut or any political
subdivision thereof, including without limitation the Connecticut Department of
Environmental Protection ("DEP"), or is so designated under any of the
Environmental Laws, and, whether or not included in any such list or designated
as such, shall be deemed to include all Substances containing petroleum,
petroleum products and derivatives, chlorinated hydrocarbons, asbestos, and
polychlorinated biphenyls (PCB's).

         8.5. Environmental Laws. As used herein, the term "Environmental Laws"
shall mean and include any Federal, State, or local statute, law, ordinance,
code, rule, regulation, order, or decree regulating or relating to the
protection of human health or the environment, or regulating or imposing
liability or standards of conduct concerning the use, storage, discharge,
handling, treatment, removal, disposal or transportation of any Hazardous
Materials, as now or at any time hereafter in effect including, without
limitation, Title 22a ("Environmental Protection") of the Connecticut General
Statutes, including, but not limited to, Sections 22a-448 through 22a-457 of the
Connecticut General Statutes (the "Superlien Statute"), the Federal
Comprehensive Environmental Response, Compensation and Liability Act, as
amended, 42 U.S.C. 'SS''SS'9601 et. seq., The Superfund Amendments and
Reauthorization Act, 42 U.S.C. 'SS''SS'9601 et. seq., the Federal Oil
Pollution Act of 1990,'SS''SS'2701, et. seq., the Federal Toxic Substances
Control Act, 15 U.S.C. 'SS''SS'2601 et. seq., the Federal Resource
Conservation and Recovery Act as amended, 42 U.S.C. 'SS''SS'6901 et. seq.,
the Federal Hazardous Materials Transportation Act, 49 U.S.C. 'SS''SS'1801
et. seq., the Federal Clean Air Act 42 U.S.C. 'SS'7401 et. seq., the Federal
Water Pollution Control Act, 33 U.S.C. 'SS'1251 et. seq., the Rivers and
Harbors Act of 1899, 33 U.S.C. 'SS''SS'401 et. seq., Title X of Pub.L. 102.550
(Oct. 28, 1992), and all




                                       11










<PAGE>

laws, statutes, rules, ordinances, and all rules and regulations of the EPA, the
DEP or any other state or federal department, board, or agency, or any other
agency or governmental board or entity having jurisdiction over the Property, as
any of the foregoing have been, or are hereafter created, amended, supplemented,
re-authorized, superseded and replaced from time to time.

         8.6. Chemicals and Hazardous Materials. Tenant shall, no less often
than annually, provide Landlord with a list of chemicals and Hazardous Materials
Tenant intends to store or use in the Leased Premises. Such list, for the first
Lease Year, is attached hereto as Schedule B. Tenant shall immediately notify
Landlord in writing whenever Tenant intends to store or use other chemicals or
Hazardous Materials than appear on such list, provided, however, Tenant is
permitted without prior notice and consent of landlord to use those
Environmental Substances necessary for the conduct of its business provided they
are not used in "reportable quantities" and they are used in accordance with
Environmental Laws. Failure to so notify Landlord shall be an Event of Default
hereunder.

         8.7. Compliance with Environmental Laws. Tenant shall at its own
expense procure, maintain in effect and comply with all conditions of any and
all permits, licenses and other government and regulatory approvals required for
Tenant's activities or use of the Leased Premises, including, without
limitation, the use, transportation, storage and discharge of Hazardous
Materials. Tenant shall comply at all times with all Environmental Laws
applicable to Tenant's activities or use of the Leased Premises. Except as so
discharged in accordance with all applicable Environmental Laws, Tenant shall
cause any and all Hazardous Materials removed from the Leased Premises to be
removed and transported solely by duly licensed haulers to duly licensed
facilities for final disposal of such Hazardous Materials. Tenant shall in all
respects handle, treat, deal with and manage any and all Hazardous Materials in,
on, under or about the Leased Premises in total conformity with all applicable
Environmental Laws and prudent industry practices regarding management of such
Hazardous Materials. Upon expiration or earlier termination of the Term of the
Lease, Tenant shall cause all Hazardous Materials to be removed from the Leased
Premises and to be transported for use, storage or disposal in accordance and
compliance with all applicable Environmental Laws. Tenant shall promptly deliver
to Landlord copies of hazardous waste manifests reflecting the legal and proper
disposal of all Hazardous Materials removed from the Leased Premises.

         8.8. Tenant to Indemnify Landlord and Landlord's Lenders. Tenant shall
indemnify and hold harmless Landlord, Landlord's Lenders (as defined in Section
10.1), and their respective directors, officers, employees and agents (each an
"Indemnified Party") from and against any and all claims, actions, proceedings,
investigations, suits, penalties, fines, costs, expenses, sums paid in
settlement, judgments, losses and damages, directly or indirectly arising as a
result of or caused by Tenant's failure to comply fully with any applicable Laws
or Environmental Laws or the terms of this Article 8. The




                                       12









<PAGE>

foregoing indemnification shall include without limitation all costs of
environmental cleanup, all fees and expenses of environmental consultants and
engineers hired by an Indemnified Party and reasonable attorney's fees incurred
by an Indemnified Party directly or indirectly as a result of any claim for
which indemnification is provided herein. Tenant shall be responsible for the
cost of any and all repairs to the Property, the Building, the Leased Premises
and any other real or personal property owned by Landlord or its subsidiaries
from time to time, structural and nonstructural, required as a result of
Tenant's violation of any such Laws or Environmental Laws or terms of this
Article 8. The terms of this Article 8 shall survive the termination or
expiration of this Lease for any reason.

                 ARTICLE 9. FLOOR LOAD; MACHINERY AND EQUIPMENT

         9.1. Floor Load. Tenant shall not place a load upon any floor of the
Leased Premises exceeding the established floor load, which shall be set by the
Landlord. All such equipment and material installation shall be placed and
maintained by Tenant at its expense, with equipment in settings sufficient to
absorb vibration and noise and prevent annoyance to other tenants in the
Building.

         9.2. Engines, Machinery and Equipment. Tenant shall provide Landlord
with a list of all engines, machinery and equipment Tenant intends to store or
use in the Leased Premises, excluding ordinary office equipment. Such list is
attached hereto as Schedule C. Tenant shall notify Landlord in writing in
advance whenever Tenant intends to store or use engines, machinery or equipment
in the Leased Premises other than that listed on Schedule C. In no event shall
Tenant store or use engines, machinery or equipment in the Leased Premises
without Landlord's prior written consent. Tenant's failure to comply strictly
with this section will constitute an Event of Default under this Lease.

             ARTICLE 10. TENANT'S OBLIGATIONS TO LANDLORD'S LENDERS

         10.1. Subordination. The rights of Tenant under this Lease will always
be subject and subordinate to the rights, title and interest of all present and
future lenders who may from time to time extend credit to Landlord which
extensions of credit may be secured in whole or in part by a mortgage or other
security interest on the Property, Building or Leased Premises (collectively,
"Landlord's Lenders") and all renewals, modifications, replacements and
extensions of any such mortgage or other security interest, provided Tenant's
occupancy will not be disturbed. This provision is automatic without any further
consent or confirmation by Tenant, but at Landlord's request, Tenant will
execute an agreement in form and content acceptable to Landlord and Landlord's
Lenders (a "Subordination Nondisturbance Agreement") confirming this provision.
Tenant will sign the Subordination Nondisturbance Agreement and return it to
Landlord within ten (10) days after Landlord makes the request in writing.
Tenant's failure to comply strictly with this section will constitute an Event
of Default under this Lease, which Tenant may not cure without Landlord's
consent. Tenant will also be liable to




                                       13









<PAGE>

Landlord for all damages Landlord sustains because Tenant fails to perform as
required. Landlord shall obtain from the holder of any Mortgage in effect as of
the Commencement Date of this Lease, an agreement in recordable form to the
effect that as long as Tenant shall keep, carry out, and perform all of the
terms, covenants and provisions contained in this Lease which are to be
performed by Tenant, the holder of such Mortgage will not disturb Tenant's
occupancy of the Leased Premises.

         10.2. Estoppel Certificate. Tenant agrees to execute and deliver to
Landlord within ten (10) days of Landlord's written request a certificate or
statement reasonably required to confirm that this Lease is in full force and
effect, whether it has been modified, and if so, how, and whether, to Tenant's
knowledge, Landlord is in default in the performance or observance of any
covenants or conditions in this Lease on Landlord's part to be performed or
observed, or any condition exists that with the passage of time would, if
uncorrected, constitute a default (an "Estoppel Certificate"). Tenant's failure
to strictly comply with this section will constitute an Event of Default under
this Lease, which Tenant may not cure without Landlord's consent.

         10.3. Prohibition Against Recording Lease. Neither party shall record
this Lease on the New Haven Land Records. Any such recordation of this Lease
shall be an Event of Default hereunder and such recordation shall be null and
void and of no force and effect.

                 ARTICLE 11. LIMITATIONS ON LANDLORD'S LIABILITY

         11.1. Property. Landlord shall not be liable for any loss of or damage
to any property of Tenant, its employees, agents, contractors, subcontractors,
licensees or invitees, whether by theft or otherwise, unless caused by the
negligence or willful misconduct of Landlord, its agents, employees or
contractors.

         11.2. Landlord Not Liable for Other Tenants. Landlord and its agents
shall not be liable for any injury or damage to persons or property caused by
other tenants or persons in, upon or about the Building, Property or other real
property in the vicinity of the Property, or caused by operations in
construction of any private, public or quasi-public work in or to the Building,
the Property or such other real property, unless caused by the negligence or
willful misconduct of Landlord.

         11.3. Limitation on Landlord's Liability. Landlord shall not be liable
to Tenant and, to the fullest extent allowed by applicable law, Tenant, for
itself and its employees, contractors, subcontractors, agents, licensees and
invitees, hereby waives all claims against and releases Landlord, Landlord's
Lenders, and their respective directors, officers, employees and agents from and
against any and all claims, actions and causes of action which they or any of
them may have now or in the future, for damages resulting from any entry into
the Leased Premises, loss of life, personal injury, loss of business, or damage
to any property on or about the Property or the real property known as "Science
Park" of which the Property is a part or the approaches, entrances, streets,
sidewalks or





                                       14










<PAGE>

corridors thereto, by or from any cause whatsoever, including without
limitation, damage caused by any defect in the Leased Premises or any other
portion of the Building or Property or the real property know as "Science Park",
or by water leakage of any character from the roof, walls, basement or other
portion of the Building or Leased Premises or caused by gas, fire, oil,
electricity or any cause whatsoever in, on or about the Leased Premises or any
other portion of the Building or the Property or the real property known as
"Science Park", provided the same does not arise, in whole or in part, by the
negligence, willful misconduct or breach of contract of or by Landlord, its
agents, employees or contractors.

   ARTICLE 12. TENANT'S OBLIGATION TO PROTECT LANDLORD AND LANDLORD'S LENDERS

         12.1. Tenant to Protect and Reimburse Landlord. To the fullest extent
allowed by applicable law, Tenant will defend, indemnify and hold harmless
Landlord, Landlord's Lenders, and their respective directors, officers,
employees and agents (individually, an "Indemnified Party"), from and against
any and all claims, damages, liabilities, penalties, fines, judgments,
forfeitures, actions, causes of action, losses, costs and expenses (including,
without limitation, diminution in the value of the Leased Premises, the Building
or the Property and damages for the loss or restriction on use of rentable or
usable space or of any amenity of the Leased Premises, the Building or the
Property), costs and expenses (including, without limitation, reasonable
attorney's fees incurred by any Indemnified Party in defending against any claim
for which indemnification is provided herein), which result from, or arise out
of or in connection with any one or more of the following (including claims
resulting from the death of or injury to any person or damage to any property
whatsoever, arising from or caused in whole or in part, directly or indirectly,
by):

             A. Any breach or violation by Tenant or a subtenant of Tenant or
their respective servants, employees, agents, contractors, subcontractors,
licensees or invitees of any provision of this Lease;

             B. The negligence or willful act of Tenant or a subtenant of Tenant
or their respective servants, employees, agents, contractors, subcontractors,
licensees or invitees;

             C. The use and occupancy of the Leased Premises by Tenant or any
other party during the Term of this Lease; or

             D. (i) the use, storage, transportation, disposal, release,
discharge or generation of, Hazardous Materials to, in, on, under, about or from
the Leased Premises or the Property or the real property known as "Science Park"
of which the Property forms a part, by Tenant, a subtenant of Tenant or their
respective employees, contractors, subcontractors, agents, licensees or
invitees, or (ii) Tenant's failure to comply with any Environmental Laws.
Tenant's obligation under this Section shall include, without limitation, and
whether foreseeable or unforeseeable, any and all costs incurred in




                                       15










<PAGE>

connection with any investigation of site conditions, and any and all costs of
any required or necessary repair, cleanup, monitoring, remedial action,
detoxification or decontamination of the Property or other portions of the real
property known as "Science Park" of which the Property forms a part (including,
without limitation, the soil and ground water on or under the Property or such
real property known as "Science Park") and the preparation and implementation of
any closure, remedial action or other required plans in connection therewith,
provided the cause of the same is due solely to Tenant, its agents, employees or
contractors. Tenant's obligations under this Section shall survive the
expiration or earlier termination of the Term of the Lease. For purposes of the
indemnity provisions hereof, any acts or omissions of Tenant or a subtenant of
Tenant or by employees, agents, assignees, contractors, subcontractors,
licensees and invitees of Tenant or a subtenant of Tenant or others acting for
or on behalf of Tenant or a subtenant of Tenant (whether or not they are
negligent, intentional, willful or unlawful) shall be strictly attributable to
Tenant.

         12.2. Tenant to Defend Claims. If any action or proceeding is brought
against an Indemnified Party by reason of a claim described in Section 12.1.,
Tenant, upon written notice from Landlord, will at Tenant's sole cost and
expense, defend the action or proceeding with legal counsel approved by Landlord
in writing, which approval shall not be unreasonably withheld. Landlord shall
give Tenant written notice of any such claim as soon as reasonably practicable
but in any event within fifteen (15) days of Landlord receiving written notice
of such claim.

                       ARTICLE 13. FIRE AND OTHER CASUALTY

         13.1. Notification to Landlord; Obligation to Pay Rent. If the Leased
Premises or the Building, or any part thereof, shall be destroyed or partially
damaged by fire or other casualty, Tenant shall continue to pay rent during any
period of repair except as otherwise expressly provided in this Article or until
the Lease is terminated in accordance with the terms of this Article.

         13.2. When Lease May Be Terminated; Apportionment of Rent. If by reason
of casualty:

                  A. The Building is destroyed, this Lease shall terminate
automatically and Tenant shall vacate the Leased Premises as of the date of the
casualty;

                  B. The Leased Premises are rendered wholly or substantially
untenable, this Lease shall terminate automatically and Tenant shall vacate the
Leased Premises as of the date of casualty; or

                  C. Any portion of the Building is otherwise substantially
damaged, whether or not the Leased Premises are damaged, then Landlord may
either elect to repair the damage or may cancel this Lease by giving written
notice of cancellation to Tenant within ninety (90) days after such event if the
Leased Premises is not materially damaged and within thirty (30) days if the
Leased Premises is materially damaged. Upon the





                                       16










<PAGE>

giving of such notice of cancellation, this Lease shall terminate, and Tenant
shall vacate and surrender the Leased Premises to Landlord. If Landlord shall
have decided to repair any damage as aforesaid, the damage (except as to
Tenant's fixtures, personal property or leasehold improvements made by Tenant)
shall be repaired by and at the expense of Landlord within one hundred and
eighty (180) days of the casualty and the rent shall be abated during the period
of the repairs according to the part of the Leased Premises, if any, which is
not usable by Tenant, but if the remaining usable portion does not enable Tenant
to conduct its business in a reasonable manner, then abatement shall be
determined by the extent of material interference with Tenant's business. If
Landlord shall not complete the restoration within said 180-day period, then,
provided that the Leased Premises were materially damaged by the casualty,
Tenant may elect to terminate this Lease by written notice given to Landlord
within thirty (30) days after the end of said 180-day period. If the casualty
occurred during the last 180 days of the Term and the Leased Premises was
materially damaged, then Tenant may elect to terminate this Lease by written
notice given to Landlord within thirty (30) days after the date of the casualty.

         13.3 Intentionally Omitted.

         13.4. Landlord Need Not Replace Tenant's Property. Tenant acknowledges
that Landlord is not required to repair or replace any of Tenant's property or
Tenant's improvements to the Leased Premises and that Landlord will not carry
insurance on Tenant's furnishings, fixtures, equipment, improvements or other
personal property.

         13.5. Alternate Parking. In the event that Tenant parking as provided
for in this Lease is temporarily unavailable because of fire, other casualty or
any other reason outside of Landlord's control, Landlord shall endeavor in good
faith to provide alternative parking within the Science Park complex.

                  ARTICLE 14. TAKING BY GOVERNMENTAL AUTHORITY

         14.1. Termination of Lease; Waiver of Claim by Tenant. If the Building
or any portion of the Building which includes the Leased Premises shall be taken
by condemnation (also known as "eminent domain") by any authority having power
so to do or is conveyed to such authority in lieu of condemnation, this Lease
shall terminate from the date of title vesting in such authority. If any portion
of the Building, which does not include the Leased Premises, shall be so taken,
Landlord shall have the option, at its sole discretion, to cancel this Lease.
All proceeds from the taking will belong to Landlord and Tenant waives any
rights it might have to such proceeds. Tenant, however, may proceed with any
independent claim against the taking authority as to moving costs.

         14.2. Taking Not Involving the Building. If a portion of the Property
shall be taken by condemnation as described in Section 14.1. or conveyed in lieu
of condemnation, which portion does not include any portion of the Building (or
excepting an inconsequential portion of the Building not affecting the Leased
Premises), the Term




                                       17









<PAGE>

of this Lease shall not terminate but shall continue in full force and effect
according to its terms. Tenant shall not be entitled to any award or damages
from such taking.

           ARTICLE 15. TENANT'S RIGHT TO ENCUMBER, ASSIGN, OR SUBLEASE

         15.1. Tenant May Not Use Lease as Collateral. Tenant may not
voluntarily or involuntarily use this Lease for collateral (known as
"encumbering" the Lease) without Landlord's prior written consent, which consent
will not be unreasonably withheld.

         15.2. Assignment or Subletting by Tenant. Tenant may not assign or
transfer its interest in this Lease, nor sublet any portion of the Leased
Premises, without Landlord's prior written consent, which consent shall not be
unreasonably withheld. Consent to an assignment, transfer or sublease shall not
be interpreted as consent to any renewal, additional or subsequent assignment,
transfer or sublease.

         15.3. Conditions Precedent to Assignment, Transfer or Sublease. An
assignment, transfer or sublease shall become effective only upon and subject to
the following conditions:

                  A. Tenant shall have provided to Landlord such information
relating to the proposed assignment, transfer or sublease as Landlord may
reasonably request, including but not limited to the identity of the proposed
assignee, transferee or sublessee together with tax returns and financial
statements for the proposed assignee, transferee or sublessee; and

                  B. Tenant shall have provided Landlord with an executed copy
of all written agreements relating to the assignment, transfer or sublease, and
such agreements are in a form reasonably acceptable to Landlord; and

                  C. The proposed assignee, transferee or subtenant shall
execute and deliver to Landlord such agreements as Landlord and Landlord's
Mortgagees may reasonably require in order to evidence the assumption of the
obligations and liabilities under this Lease; and

                  D. Landlord shall have approved in writing such assignment,
transfer or sublease, which approval shall not be unreasonably denied; provided,
however, that no such approval shall be required in the case of an assignment,
transfer or sublease to a parent, affiliate or subsidiary of Tenant provided
that the conditions set forth in clauses A, B and C of this Section 15.3 are
satisfied and subject to Section 15.4.

         15.4. Tenant Not Released. No assignment or transfer of Tenant's
interest hereunder nor a sublease of the Leased Premises or any part thereof
will release Tenant from its obligations under this Lease and Landlord may look
to Tenant for continued performance.




                                       18










<PAGE>

         15.5. Landlord May Collect Charges. Landlord may collect use and
occupancy charges from a subtenant of Tenant without being considered to have
consented to the sublease.

         15.6. Change in Form of Tenant. A change in Tenant's form (including,
but not limited to, for example, a change in form from corporation to limited
liability company) shall be deemed a transfer for purposes of this Article 15.

         15.7. Shared Use By Other Entities. Except as permitted under Section
15.2, no use of the Leased Premises by any person or entity other than Tenant is
permitted without the prior express written consent of Landlord, which consent
may be conditioned on the following, among other reasonable conditions
established by Landlord: (1) Landlord's receipt of prior written request
therefor and proof of insurance coverage to Landlord's satisfaction, and (2)
provision to Landlord's satisfaction for payment by Tenant of any additional
costs and charges occasioned by such use.

                      ARTICLE 16. ACCESS TO LEASED PREMISES

         16.1. Landlord to Have Access in Emergency. Landlord and Landlord's
agents shall have the right to enter the Leased Premises at any time if Landlord
or Landlord's agent reasonably believes an emergency exists.

         16.2. Landlord's Right to Enter. Except as provided in Article 16.1.,
Landlord and Landlord's agents shall have the right to enter the Leased Premises
upon reasonable notice to Tenant for the following purposes:

             A.  Inspecting the Leased Premises;

             B. Showing the Leased Premises to prospective tenants, purchasers
and lenders; and

             C. To make repairs and alterations as Landlord may deem necessary
to the Leased Premises or to any other portion of the Building or which Landlord
may elect to perform following Tenant's failure to make repairs or perform any
work which Tenant is obligated to perform under this Lease after notice and
applicable cure periods, or for the purpose of complying with laws, regulations
and other directives of governmental authorities. In exercising its rights under
this Section 16.2, Landlord shall not unreasonably interfere with Tenant's use
of the Leased Premises.

         16.3. Landlord May Make Changes to Building. Landlord shall have the
right at any time, without incurring any liability to Tenant, to make any
changes, deletions and additions to the Building and to the entrances, exits,
stairs, halls, elevators and common spaces as Landlord believes necessary or
desirable. No action taken by Landlord pursuant to this section shall constitute
an eviction or breach of this Lease.




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<PAGE>


                       ARTICLE 17. DEFAULT AND TERMINATION

         17.1. Events of Default. The occurrence of any one or more of the
following events shall constitute an event of default by Tenant hereunder
("Event of Default"):

             A. Failure to pay any Base Rent, Additional Rent or any other rent
or monetary obligation under this Lease within ten (10) days after written
notice is given to Tenant that payment is past due; provided, however, that if
Landlord has given Tenant at least three (3) such notices within any consecutive
12-month period with respect to Base Rent and/or Additional Rent due with
respect to Tenant's Pro Rata Share of utilities, Operating Expenses and/or
Taxes, then if Tenant shall fail again during such 12-month period to pay any
Base Rent or Additional Rent within ten (10) days of the date payment is due,
such failure shall be deemed an Event of Default and Landlord shall not be
required to give Tenant notice that such payment is past due;

             B. Voluntary recourse to any protection or procedure under the
United States Bankruptcy Code, as amended, or any similar law.

             C. There is filed against Tenant in any court pursuant to any
statute, either of the United State of America or of any state, a petition in
bankruptcy or insolvency, or for reorganization, the appointment of a receiver
or trustee of all or a portion of Tenant's property, or for other relief of
debtors, and within thirty (30) days thereof Tenant fails to secure a dismissal
thereof.

             D. Failure to execute and deliver in a timely manner a
Subordination Agreement, Estoppel Certificate or other certificate regarding the
status of this Lease.

             E. Transfer of this Lease to another party by operation of law or
otherwise in violation of the terms of this Lease..

             F.  Abandonment of the Leased Premises.

             G. The recordation of this Lease on the New Haven Land Records in
violation of Section 10.3 hereof.

             H. Failure to perform or comply with any other non-monetary
obligation under this Lease within thirty (30) days of written notice of such
failure, provided that, if said failure is of a nature that the same cannot be
completely cured or remedied within said thirty (30) day period, then Tenant
shall not be in default if it begins such cure within the thirty (30) day period
described above and thereafter diligently prosecutes such cure to completion but
in no event beyond sixty (60) days after such thirty (30) day period.

             I. Any lien, attachment or other encumbrance is lodged against the
Leased Premises, the Building or the Property by a party claiming through or
under Tenant and such is not discharged within thirty (30) days.



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<PAGE>

         17.2. Termination Upon Occurrence of Event of Default. Upon the
occurrence of an Event of Default, this Lease and the Term thereof may, at the
option of Landlord and upon fifteen (15) days' written notice, terminate and
expire and, upon such termination, Tenant shall forthwith quit and surrender the
Leased Premises to Landlord but still shall remain liable to Landlord as herein
provided.

         17.3. Effect of Termination. Upon termination as provided for in this
Article 17, Landlord may dispossess Tenant by summary process or otherwise in
accordance with applicable law, and Tenant hereby waives the service of any
notice to quit.

         17.4. Damages. In the case of any termination of this Lease under this
Article 17, Landlord, at its sole discretion, may recover from Tenant any and
all actual damages sustained by Landlord as a result of the termination and any
re-letting of the Leased Premises. These damages include, but are not limited
to:

                  A. Base Rent and Additional Rent when due;

                  B. The cost of removing Tenant and its property and otherwise
recovering the Leased Premises;

                  C. The reasonable cost of preparing the Leased Premises for
another tenant;

                  D. Reasonable brokerage appraisal fees;

                  E. Any other reasonable expenses as Landlord may incur in
connection with re-letting the Leased Premises.

                  F. As an alternative to the damages described in clause "A" of
this Section 17.4, the difference between (i) all rent which would have become
payable for the remainder of the Term of this Lease, and (ii) that actually
received for said period, all of which shall be discounted to present value
using Federal Reserve discount rate; and

                  G. Reasonable legal fees incurred by Landlord in exercising
its rights under this Article 17.

         17.5. Mitigation of Damages. Landlord shall use reasonable efforts to
mitigate its damages. Provided that Landlord has used reasonable efforts to
mitigate its damages, the failure or inability of Landlord to re-let the Leased
Premises, or any part or parts thereof, or the failure or inability to collect
rentals equal to the rentals payable under this Lease shall not release or
affect Tenant's liability for damages. In no event shall Tenant be entitled to
receive any excess, if any, of any such rents collected over the sums payable by
Tenant to Landlord under this Lease.



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<PAGE>

         17.6. Use and Occupancy. Any monies received by Landlord from or on
behalf of Tenant during the pending of any proceeding of the types referred to
in subsections 17.1B and 17.1C shall be deemed paid as compensation for the use
and occupation of the Leased Premises, and the acceptance of any such
compensation by Landlord shall not be deemed an acceptance of rent or a waiver
on the part of the Landlord of any rights under Article 17.


              ARTICLE 18. LANDLORD'S PERFORMANCE ON TENANT'S BEHALF

         18.1. Landlord May Cure Default. If Tenant defaults under this Lease,
Landlord, at its sole option, following any required notice and cure period,
immediately or at any time thereafter, may elect to correct the default on
behalf of Tenant. Any costs or expenses incurred by Landlord in curing such
default including, but not limited to, fines, penalties, interest, damages and
reasonable attorney's fees in instituting, prosecuting or defending any action
or proceeding, all of which sums shall carry interest at the lesser of 18% per
annum or the highest rate permitted by law until paid in full, shall be deemed
to be Additional Rent. Tenant shall pay such sums within thirty (30) days of
rendition of a reasonably detailed bill or statement to Tenant therefor. Upon
payment of such bill, Tenant shall be deemed to have cured such default.

         18.2. Landlord Not Obligated to Cure Default. Nothing contained in this
Article shall be construed as to require Landlord to incur any expenses or
obligations on behalf of Tenant.

           ARTICLE 19. TENANT'S QUIET ENJOYMENT OF THE LEASED PREMISES

         As Tenant pays the Base Rent and Additional Rent and other sums due
under this Lease and complies with all of the provisions of this Lease, Tenant
may peaceably and quietly have, hold and enjoy the Leased Premises for the Term
of this Lease subject to the provisions of this Lease.

                        ARTICLE 20. NO WAIVER BY LANDLORD

         20.1. No Waiver. If Landlord decides not to enforce any provision of
this Lease or any of the rules and regulations of Landlord set forth in this
Lease or hereafter adopted, on any occasion, it may nevertheless on another
occasion enforce such provision, rule or regulation. No act by Landlord or
Landlord's agents shall be deemed an acceptance of a surrender of the Leased
Premises or a waiver of any right under the Lease unless Landlord has so agreed
in writing.

         20.2. Accepting Money Not a Waiver. Landlord will not waive any right
to enforce any provision of this Lease by accepting a payment of rent from
Tenant knowing that Tenant has failed to comply with the terms of the Lease. No
endorsement or statement on any check or any letter accompanying any check or
payment shall be




                                       22










<PAGE>

deemed to effect an accord and satisfaction and Landlord may accept any such
check or payment without prejudice to Landlord's right to recover the balance of
such rent or payment due or pursue any other remedy in this Lease provided.

                        ARTICLE 21. INABILITY TO PERFORM

         This Lease and the obligation of Tenant to pay rent and other payments
required hereunder and comply with all of the other provisions of this Lease
shall in no way be affected, impaired or excused because Landlord is delayed in
supplying any service expressly or implied to be supplied, or is unable to make
or is delayed in making any repair, additions, alterations or decorations, or is
unable to supply or is delayed in supplying any equipment or fixtures, or is
unable to fulfill or is delayed in fulfilling any other obligation hereunder, if
Landlord is so prevented or delayed by reason of riot, strike, labor troubles,
war, act of God or any other cause whatsoever beyond Landlord's reasonable
control including, but not limited to, government preemption in connection with
a national emergency or by reason of any rule, order or regulation of any
department or subdivision thereof of any government agency, or by reason of the
conditions of supply and demand which have been or are affected by war or other
emergency; provided, however, that Landlord shall give written notice to Tenant
of a claim of a force majeure delay within thirty (30) days after Landlord first
becomes aware of the occurrence of the event of force majeure, and, provided,
further, that if the force majeure delay shall exceed one hundred and eighty
(180) days, then in such event Tenant may terminate this Lease by written notice
given to Landlord within five (5) days of the expiration of said 180-day period.

                  ARTICLE 22. NOTICES AND OTHER COMMUNICATIONS

         Any and all notices, demands or other communication permitted or
required by this Lease to be given to either party shall be deemed sufficiently
given if in writing and delivered personally (and for which delivery a signed
receipt is given) or sent by commercial overnight courier or by registered or
certified mail, return receipt requested, postage prepaid, if to Landlord
addressed to 25 Science Park, Box 35, New Haven, CT 06511, and if to Tenant
addressed to the address of the Leased Premises, with a copy to Wiggin & Dana,
LLP, One Century Tower, P.O. Box 1832, new Haven, CT 06508-1832, Attention: D.
Terence Jones. Any such notice, demand or other communication that is delivered
personally (and for which a signed receipt is given) shall be deemed given and
received as of the date of delivery. Any such notice, demand or other
communication that is sent by commercial overnight courier or by registered or
certified mail, return receipt requested, shall be deemed given and received on
the date of delivery or refusal thereof. Either party may specify a different
address by giving the other party notice of such different address according to
the terms of this Article.







                                       23










<PAGE>


                        ARTICLE 23. RULES AND REGULATIONS

         23.1. Compliance with Rules and Regulations. Tenant and Tenant's
servants, employees, agents, contractors, subcontractors, licensees and invitees
shall faithfully observe and comply strictly with the rules and regulations for
occupancy of the Leased Premises promulgated from time to time by Landlord. The
current rules and regulations in effect are attached hereto and made a part
hereof as Schedule D. Landlord agrees not to discriminate against Tenant in the
enforcement of the rules and regulations.

         23.2. Notice of Change. Landlord shall give Tenant thirty (30) days
written notice of any changes in Schedule D or of any additional rules or
regulations to be adopted.

         23.3. Landlord Under No Duty to Enforce Rules and Regulations. Landlord
has no duty to enforce the rules and regulations or provisions of any other
Lease as against any other tenant, and Landlord shall not be liable to Tenant
for the violation of such rules, regulations or Leases by any other tenant, its
servants, employees, agents, licensees or invitees.

                          ARTICLE 24. SECURITY DEPOSIT

         24.1. Security Deposit. Tenant has previously deposited with Landlord
$25,000.00 as security for its faithful performance and observance of the
provisions of this Lease. It is agreed that if an Event of Default by Tenant
shall occur, Landlord may use, apply or retain the whole or any part of the
security so deposited to the extent required to compensate Landlord for damages
incurred as a result of such default, for expenses of Landlord incurred in
connection with curing such default or for paying any sum which Landlord may
expend or may be required to expend by reason of Tenant's default.

         24.2. Return of Security Deposit. In the event that Tenant shall fully
and faithfully comply with all the provisions of this Lease, and providing that
all equipment and property of Landlord including, without limitation, keys and
employee identification cards, have been returned to Landlord, the security
shall be returned to Tenant within thirty (30) days after surrender of the
Leased Premises to Landlord. This Section 24.2 shall survive the expiration or
termination of this Lease for any reason.

         24.3. Transfer of Security to New Landlord. In the event of a sale of
or upon a transfer of Landlord's interest in the Building or Property to another
person, Landlord shall have the right to transfer the security to the other
person and Landlord upon doing so shall be released by Tenant from all liability
for the return of such security, provided Landlord notifies Tenant of the name
and address of such transferee and provides evidence of an assignment and
assumption agreement executed by such transferee. Tenant agrees to look solely
to the new landlord for the return of its security. It is agreed that the
provisions of this Article shall apply to every transfer or assignment made of
the security to a new landlord.





                                       24









<PAGE>

         24.4. No Assignment by Tenant. Tenant will not assign the security
deposited or use it as collateral or attempt to so assign or use it. Neither
Landlord nor its successors or assigns shall be bound by any assignment,
encumbrance, attempted assignment or attempted encumbrance.

         24.5. No Interest on Security Deposit. No interest shall accrue on the
security deposit to Tenant's benefit, except and only to the extent required by
law.

                              ARTICLE 25. INSURANCE

         25.1. Required Insurance. Tenant will maintain in full force and effect
the following insurance:

             A. Public liability insurance in an amount of $1,000,000 combined
single limit death, bodily injury, personal injury and property damage.

             B. "All risk extended coverage insurance" insuring its personal
property and improvements to be located on the Leased Premises for full
replacement value against loss by fire, vandalism, malicious mischief and other
casualty.

             C.  Worker's compensation insurance as required by law.

         25.2. Landlord and Landlord's Lenders to be Named Additional Insureds.
Tenant's public liability and property damage insurance (but not as to Tenant's
personal property and equipment) shall name Landlord and Landlord's Lenders and
any public party required to be named, as designated by the holder of any
mortgage on the Property, as an additional insured party.

         25.3. Waiver of Subrogation. Each policy of "all risk extended coverage
insurance" will contain an agreement by the insurance company waiving its rights
to recover against Landlord and each additional insured party named in Section
25.2 for any claims.

         25.4. Notice of Cancellation. Each insurance policy required to be
maintained by Tenant hereunder must contain a provision that the policy may not
be canceled or modified without at least ten (10) days' notice to Landlord.

         25.5. Insurance Companies. All insurance required to be maintained by
Tenant hereunder will be provided by companies that are licensed to do business
in Connecticut and have a Best's Insurance rating of A- or better and are
otherwise reasonably acceptable to Landlord.

         25.6. Policies to be Delivered to Landlord. Tenant will give Landlord
an original certificate for each insurance policy before it occupies the Leased
Premises and an original certificate of each renewal at least twenty (20) days
before the expiration of the policy.



                                       25









<PAGE>

         25.7 Landlord's Insurance; Waiver of Subrogation. Landlord will
maintain in full force and effect during the Term of this Lease: (i) "all risk
extended coverage" property insurance insuring the Building for its full
replacement value, and (ii) public liability insurance in an amount of
$1,000,000 combined single limit death, bodily injury, personal injury and
property damage, naming Tenant as an additional insured thereunder. Landlord's
policy of "all risk extended coverage insurance" will contain an agreement by
the insurance company waiving its rights to recover against Tenant.

                    ARTICLE 26. SERVICES PROVIDED BY LANDLORD

         26.1. Services. Landlord shall provide the following services to
Tenant:

                  A. Subject to reimbursement under Section 3.3, Landlord shall
provide electricity, gas, and heat to the Building and the Leased Premises;

                  B. Landlord shall clean and maintain the common interior
portions of the Building and, subject to reimbursement under Section 3.3,
provide refuse removal;

                  C. Landlord shall keep the roadways, sidewalks and parking
areas serving the Building and the Leased Premises free from snow, ice and all
obstructions, and the grass and shrubbery properly maintained;

                  D. Landlord shall maintain and keep in good repair and
efficient operation the utility and elevator systems and the fire protection
sprinkler systems serving the Building and the Leased Premises;

                  E. Landlord shall provide heat, as required by health laws,
from 8:00 a.m. to 6:00 p.m., Monday through Friday, excluding holidays.

                  F. Landlord shall provide hot and cold running water for
personal use. Tenant will be billed separately for extraordinary amounts which
may be available at Landlord's sole discretion; and

                  G. Landlord shall provide periodic manned security patrols at
the Building. Patrol intervals will be determined at the sole discretion of the
Landlord.

                  H. Landlord shall provide Tenant with access to the Building
and the Leased Premises 24 hours a day, 7 days a week, 52 weeks a year.

                  I. Landlord shall be responsible, at its sole cost, for
compliance with all laws with respect to the Property and the Building
(excluding the Leased Premises), including, without limitation, ADA, OSHA and
local building and fire codes.



                                       26









<PAGE>

         26.2. Normal Operating Hours. Normal operating hours for the Building
will be 8:00 a.m. to 6:00 p.m., Monday through Friday, excluding holidays. If
Tenant desires heating and/or air conditioning at other than established hours,
Landlord, upon reasonable notice, may, at its sole discretion, so provide.
Tenant will pay the actual costs of the additional services.

         26.3. Services to Other Entities. No extra services shall be provided
for the use of any entity other than Tenant without Landlord's prior express
written consent.

                  ARTICLE 27. ADDITIONAL OBLIGATIONS OF TENANT

         27.1. Additional Obligations. In addition to its other obligations
under this Lease, Tenant shall at its expense comply with the following
provisions with respect to the Leased Premises:

                  A. Tenant shall keep the Leased Premises in good order
(subject to Landlord's obligations set forth in Articles 7 and 26) and free from
all refuse, and shall promptly remove all debris, garbage, and refuse of any
kind from the Leased Premises;

                  B. Tenant shall furnish all painting, janitorial and security
services for the Leased Premises;

                  C. Tenant shall use all possible diligence, in accordance with
the best prevailing methods, for the prevention and extermination of vermin,
rats, mice or other pests in the Leased Premises;

                                ARTICLE 28. SIGNS

                  Tenant shall not place any signs, lettering or advertisements
anywhere on or in the Property or Building or in the Leased Premises where such
is visible from outside the Leased Premises, except as permitted by Landlord in
writing.

                              ARTICLE 29. BROKERAGE

                  Tenant represents to Landlord that OR&L Realtors of Branford,
Connecticut is the only broker or agent who acted on Tenant's behalf in
connection with this Lease to whom any fee or commission is due. Tenant agrees
to indemnify and hold Landlord harmless from and against the claims of any party
claiming a fee or commission by, under or through Tenant on account of this
Lease. Landlord represents to Tenant that no broker has an exclusive right to
lease space at the Property and Landlord agrees to indemnify and hold Tenant
harmless from and against the clams of any party claming a fee or commission on
the basis that Landlord granted an exclusive listing agreement.






                                       27









<PAGE>


                           ARTICLE 30. NOTICE OF LEASE

         Landlord and Tenant agree to execute and record a statutory notice of
Lease as provided in C.G.S.'SS'47-19.

                   ARTICLE 31. SURRENDERING OF LEASED PREMISES

         31.1. Surrender of Leased Premises. Tenant will immediately surrender
the Leased Premises upon the expiration or earlier termination of this Lease for
any reason. Tenant shall indemnify Landlord against loss or liability resulting
from delay by Tenant in so surrendering the Leased Premises, including, but not
limited to, reasonable attorneys fees and any claims made by any succeeding
tenant founded on such delay.

         31.2. Condition of Leased Premises. Upon the expiration of the Term or
sooner termination of this Lease, except where the Lease has been terminated
because of fire or other casualty, Tenant shall leave the Leased Premises and
surrender it to Landlord "broom clean" and in good order, condition and repair,
ordinary wear and tear excepted.

         31.3. Removal of Tenant's Property. When Tenant surrenders the Leased
Premises to Landlord, Tenant shall, at Tenant's expense, forthwith remove all
personal property effect of Tenant and those of any other persons claiming under
Tenant, from the Leased Premises, the Building, the Property and the real
property known as "Science Park" of which the Property forms a part. Property
not removed by Tenant within forty-eight (48) hours after termination of this
Lease shall be deemed abandoned and Landlord may, at Tenant's expense, remove
the same from the Property and/or at Landlord's option sell or otherwise dispose
of the same with no obligation to remit any portion of the proceeds of any such
sale to Tenant. Tenant shall reimburse Landlord upon demand for all reasonable
costs incurred by Landlord in so removing and disposing of such property.

         31.4. Holding Over Shall Not Renew Lease. Tenant's occupancy of the
Leased Premises beyond the Term of this Lease or after termination will not
constitute a renewal of the Lease by operation of law or otherwise for any
period whatsoever. If Tenant does so occupy the Leased Premises, it shall be
deemed to be a tenant at sufferance only and shall pay Landlord rent in an
amount equal to two hundred percent (200%) of the highest Base Rent and
Additional Rent payable hereunder and shall be subject to all other provisions
of this Lease. Regardless of any payment made by Tenant or any payment cycle, no
holding over after receipt of notice of termination shall under any
circumstances be deemed any more than a tenancy at sufferance.

                  ARTICLE 32. ADDITIONAL OBLIGATIONS OF TENANT

         Tenant shall promptly reimburse Landlord, upon demand, for all costs of
Landlord, including reasonable attorney's fees, incurred in the enforcement of
this Lease and in providing any consent or review of any sublease, mortgage or
collateral assignment of Tenant's Leasehold interest, requested of Landlord
hereunder.



                                       28









<PAGE>

                      ARTICLE 33. TENANT'S WAIVER OF RIGHTS

         In connection with any disputes and legal proceedings arising from this
Lease, Tenant waives the following legal rights:

                  A. Waiver of Trial by Jury. Landlord and Tenant shall and
hereby do waive trial by jury in any action, proceeding or counterclaim brought
by either of the parties hereto against the other in any matter arising out of
or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Leased Premises, any claim of injury or
damage and any emergency or any other statutory remedy. Tenant shall not
interpose any counterclaim or counterclaims in a summary proceeding or in any
action based on non-payment of Base Rent or Additional Rent.

                  B. Waiver of Notice to Quit. The right to a formal demand to
leave the premises upon expiration of this Lease by lapse of time, known as a
"Notice to Quit", or any other form of notice under 'SS'47a-25 of the
Connecticut General Statutes, should Landlord use summary process to evict
Tenant or regain possession of the Leased Premises.

                  C. Waiver of Right of Reinstatement. Any right, under existing
or future law, to gain back the Leased Premises once Tenant is legally removed
(known as "Right of Reinstatement").

                  ARTICLE 34. EFFECT OF WRITTEN LEASE AGREEMENT

         34.1. Written Lease Sole Expression of Parties' Intent. All
understandings, letters of intent or agreements between Tenant and Landlord,
which predate this Lease, are merged in this Lease. No oral statements or
representations or prior written communications by or between the parties
dealing with this Lease shall be binding or effective. This Lease is the sole
and complete expression of the agreement between Landlord and Tenant as to the
subject matter of this Lease.

         34.2. Amendment of Written Lease. This Lease can be modified, altered
or amended only by a written agreement signed by both Landlord and Tenant.

                       ARTICLE 35. INTERPRETATION OF LEASE

         35.1. Partial Invalidity. If any of the provisions of this Lease, or
its application, is held by any court or in arbitration to be invalid or
inapplicable, such decision shall not affect any other term, provision, covenant
or condition of this Lease. Notwithstanding the foregoing, if the invalid
provision has the effect of reducing the rent to be paid by Tenant, Landlord may
cancel this Lease.



                                       29









<PAGE>

         35.2. Article and Section Captions. Article and section captions will
not be given any effect in determining the meaning of this Lease.

         35.3. Governing Law. The laws of the State of Connecticut will govern
the interpretation of this Lease.

         35.4. Successors and Assigns. This Lease shall be binding upon the
parties hereto and upon their heirs, administrators, executors, successors and
assigns.

         35.5. Continuing Obligations. Notwithstanding anything to the contrary
contained herein, all of Tenant's and Landlord's respective rights, remedies,
obligations and liabilities under this Lease shall survive the Expiration Date
or the earlier termination of this Lease for any reason.

         35.6. Landlord's Liability. In the event of a ground lease, sale,
transfer or conveyance by Landlord of the Building, the same shall operate to
release Landlord from any future liability for any of the obligations, covenants
or conditions, express or implied, herein contained, provided the purchaser,
ground lessee or transferee assumes Landlord's obligations and covenants
hereunder. In such event, Tenant agrees to look solely to the responsibility of
the successor in interest of Landlord in and to this Lease.

         Landlord and Landlord's officers, directors, shareholders and agents
shall have absolutely no personal liability with respect to any provision of
this Lease or any obligation or liability arising from this Lease or in
connection with this Lease in the event of a breach or default by Landlord on
any of its obligations. Tenant shall look solely to the equity of the Landlord
in the Leased Premises at the time of the breach or default for the satisfaction
of any remedies of Tenant, and shall have no recourse against any other assets
of Landlord or against any assets of any officer, director, shareholder or agent
of Landlord. Such exculpation of liability shall be absolute and without any
exception whatsoever.

                  ARTICLE 36. OPTION TO EXPAND LEASED PREMISES.

         36.1. Option to Expand. If, during the Term of this Lease, additional
space in the Building contiguous to the Leased Premises becomes available,
Landlord will notify Tenant of such availability, and Tenant shall have the
option to lease such additional space (the "Additional Leased Premises") from
the Landlord for the remainder of the Term of this Lease. Tenant shall have ten
(10) days after notice of the availability of the Additional Leased Premises to
exercise such option by giving written notice to Landlord.

         36.2. Additional Parking Areas. The rental of the Additional Leased
Premises shall include the use of additional parking areas equal in number to
the gross square footage of the Additional Leased Premises divided by one
thousand (1,000), rounded to the nearest thousand.





                                       30









<PAGE>

         36.3. Base Rent on Additional Leased Premises. The base annual rent for
the Additional Leased Premises shall be an amount equal to the gross square
footage of the Additional Leased Premises multiplied by ninety percent (90%) of
the then current fair market rental as determined by the Landlord. Such rent
shall be due and payable in twelve (12) equal monthly installments in advance on
the first (1st) day of each calendar month during the Term of the Lease, and
shall be in addition to the Base Rent as described in Section 3.1. If Tenant
shall take possession of the Additional Leased Premises on any day other than
the first (1st) day of a calendar month, such rent shall be pro-rated on a per
diem basis.

         36.4. Additional Rent on Additional Leased Premises. In addition to the
base rent for the Additional Leased Premises, Tenant shall pay to Landlord the
Additional Rent defined in Section 3.2, provided that any express or implied
reference in such Section (and in any other Sections of this Lease referred to
in such Section, including, but not limited to, Section 3.3 and Section 4.3), to
the Leased Premises shall be deemed to include a reference to the Additional
Leased Premises.

         36.5. References to Leased Premises to be deemed to include Additional
Leased Premises. Except as expressly modified by this Article 36, any reference,
express or implied, in this Lease to the Leased Premises shall be deemed to
include a reference to the Additional Lease Premises.


         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals as of the day and year first above written.

Signed, Sealed and Delivered
In the Presence of:

TENANT:

VION PHARMACEUTICALS, INC.


By:      /s/ Steven H. Koehler
         ---------------------
         Steven H. Koehler
         Vice President, Finance
         Chief Financial Officer

LANDLORD:

SCIENCE PARK DEVELOPMENT  CORPORATION

By:      /s/ Richard J. Grossi
         ---------------------
         Richard J. Grossi, Chairman of the Board




                                       31









<PAGE>


STATE OF CONNECTICUT       )
                           ) ss.: New Haven           February 19, 2002
COUNTY OF NEW HAVEN        )

         On this date personally appeared before me Steven H. Koehler, who
acknowledged himself to be the duly authorized Vice President, Finance and Chief
Financial Officer of VION PHARMACEUTICALS, INC., a corporation, and that he, as
such officer, executed the foregoing Lease for the purposes therein contained by
signing the name of the corporation by himself as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand.


                                     /s/ Erin Shanley
                                     -----------------------------------
                                     Commissioner of the Superior Court/
                                     Notary Public



STATE OF CONNECTICUT       )
                           ) ss.: New Haven           February 19, 2002
COUNTY OF NEW HAVEN        )


         On this date personally appeared before me Richard J. Grossi, who
acknowledged himself to be the duly authorized Chairman of the Board of Science
Park Development Corporation, a corporation, and that he, as such officer,
executed the foregoing Lease for the purposes therein contained by signing the
name of the corporation by himself as such officer.

         IN WITNESS WHEREOF, I hereunto set my hand.


                                     /s/ Erin Shanley
                                     -----------------------------------
                                     Commissioner of the Superior Court/
                                     Notary Public




                                       32







<PAGE>


                                    EXHIBIT A

                    LEGAL PROPERTY DESCRIPTION FOR BUILDING 4

                                       33








<PAGE>


                                   SCHEDULE A

                       FLOOR PLAN FOR THE LEASED PREMISES

                                       34








<PAGE>


                                   SCHEDULE B

                         CHEMICALS AND HAZARDOUS WASTES

                                       35








<PAGE>


                                   SCHEDULE C

                                    EQUIPMENT

                                       36







<PAGE>



                                   SCHEDULE D

                              RULES AND REGULATIONS

         1. No sign, signal, advertisement, notice or other lettering, except as
allowed in the Lease, shall be exhibited, inscribed, painted or affixed by any
tenant on any part of the outside of the Leased Premises or inside of the
Building without the prior written consent of Landlord. No signs, advertisements
or notices shall be painted or affixed on or to any windows or doors, or other
parts of the Building, except of color, size and style and in such places as
shall be first approved in writing by Landlord. Interior signs on doors and
directory tablet shall be inscribed, painted or affixed by each tenant at
Tenant's expense and shall be of a size, color and style acceptable to Landlord.
Tenant agrees that any door or directory signage shall be removed at the end of
the Lease Term and all doors and walls will be restored to their original
conditions. All signs that are contracted for by Landlord will be at the rate
fixed by Landlord from time to time and Tenant will be billed and will pay for
such service accordingly.

         2. Tenant will refer to Landlord all contractors, contractors'
representatives and installation technicians rendering any service to Tenant for
Landlord's supervision, approval and control before performance of any
contractual service. Except for the hanging of pictures, no boring, cutting or
stringing of wires shall be permitted, except with the prior written consent of
Landlord and as Landlord may direct. This provision shall apply to all work
performed in the Building including installations of telephones, telegraph
equipment, electrical devices and attachments and installations of any nature
affecting floors, walls, woodwork, trim, windows, ceilings, equipment or any
other physical portion of the Building.

         3. The Landlord shall designate appropriate entrances and in the case
of Building Twenty Five; a "Freight" elevator for deliveries or other movement,
to or from the Building, of equipment, materials, supplies, furniture or other
property, and Tenant shall not use any other entrances or elevators for such
purposes, except as designated by Landlord. Movement in or out of the Building
of furniture or office equipment or dispatch or receipt by Tenant of any
merchandise or materials which require use of elevators or stairways or movement
through Building entrances or lobby shall be restricted to hours designated by
Landlord. All such movement shall be under the supervision of Landlord and in
the manner agreed between Tenant and Landlord by arrangement before performance.
Such pre-arrangement initiated by Tenant will include determination by Landlord
and subject to its decision and control as to the time, method and routing of
movement and as to limitations imposed for safety or other concerns which may
prohibit any article, equipment or any other item from being brought into the
Building. Tenant is to assume all risk as to damage to articles moved and injury
to persons or public engaged or not engaged in such movement, including
equipment, property and personnel of Landlord, if damaged or injured as a result
of acts in connection with carrying out this service for Tenant from the time of
entering the Property to completion of work. Landlord shall not be liable for
the acts of any person

                                       37








<PAGE>


engaged in, or any damage or loss to, any of said property or persons resulting
from any act in connection with such service performed for Tenant, unless
performed by Landlord, its agents, employees or contractors.

         4. Tenant shall not deface any part of the Leased Premises, Building or
Property.

         5. No portion of the Leased Premises or of any other part of the
Building shall at any time be used for cooking (except in designated areas), or
occupied for lodging or sleeping, or for any immoral or illegal purpose, or for
any purpose that will damage the Property or the reputation thereof or for any
purpose other than that specified in the Lease covering the Leased Premises.

         6. Tenant shall not place, install or operate on the Leased Premises or
in any other part of the Building or on the grounds any engine or machinery or
maintain, use or keep any flammable, explosive or hazardous material without the
prior written consent of Landlord.

         7. Landlord will not be responsible for lost or stolen personal
property, equipment, money or jewelry from Tenant's area or public rooms
regardless of whether or not such loss occurs when the area is locked against
entry.

         8. No birds or animals shall be brought into or kept in or about the
Building, without permission of Landlord, except as necessary for Tenant's
conduct of business on the Leased Premises. Tenant shall at its sole expense
comply with all federal, state and local laws, ordinances, codes and regulations
applicable to the presence of such birds or animals on the Leased Premises.

         9. Tenants shall not hire or employ employees of Landlord without
Landlord's prior express written consent.

         10. Landlord will not permit entrance to the Leased Premises by use of
pass keys controlled by Landlord to any person at any time without written
permission by Tenant, except to employees, contractors or service personnel
directly supervised by Landlord.

         11. The entries, passages, doorways, elevators, elevator doors,
hallways and stairwells shall not be blocked or obstructed; no rubbish, litter,
trash or material of any nature shall be placed, emptied or thrown in these
areas; and such areas shall not be used at any time except for ingress or egress
by Tenant, Tenant's agents, employees, invitees, Tenant's equipment, furnishings
and supplies to or from the Leased Premises.

         12. Tenant shall not do or permit anything to be done in or about the
Building or bring or keep anything therein that will in any way increase the
rate of fire or other insurance on the Building or on property kept therein, or
obstruct or interfere with the rights of, or otherwise injure or annoy other
tenants or do anything in conflict with the valid pertinent laws, rules or
regulations of any government authority.

                                       38








<PAGE>



         13. Landlord desires to maintain the highest standards of environmental
comfort and convenience for the tenancy. It will be appreciated if any
undesirable conditions or lacks of courtesy or attention are reported directly
to Landlord.

         14. The work of janitors or cleaning personnel shall not be hindered by
Tenant after 5:30 p.m. and such work may be done at any time when the Leased
Premises are vacant. Windows, doors and fixtures may be cleaned at any time.
Tenant shall provide adequate waste and rubbish receptacles, cabinets,
bookcases, map cases, etc. necessary to prevent unreasonable hardship to
Landlord in discharging its obligation regarding cleaning service.

         15. Landlord shall have the right to determine and prescribe the weight
and proper position of any unusually heavy equipment including safes, large
files, etc. that are to be placed in the Building, and only those which in the
opinion of Landlord do not exceed acceptable floor loading and might not with
reasonable probability do damage to the floors, structure and/or freight
elevator, may be moved into said Building. Landlord's permission will not be
unreasonably withheld. Any damage occasioned in connection with the moving or
installing of such aforementioned articles in said Building or the existence of
same in said Building shall be paid for by Tenant, unless otherwise covered by
insurance.

         16. Landlord shall have the right to prohibit the use of the Science
Park Development Corporation name, or of the name of the Science Park project or
of any Science Park building, or any other publicity by Tenant, which, in
Landlord's opinion, tends to impair Landlord's reputation or that of the
Building or its desirability for the executive offices of Landlord or of other
tenants; and, upon written notice from Landlord, Tenant will refrain from or
discontinue such use or publicity. Landlord's permission will not be
unreasonably withheld.

         17. No food or beverages may be stored in any areas other than in those
specifically designated for such purposes. Also, waste materials, including
trash from the packaging, preparation or serving of the above, must be disposed
of the same day in the proper receptacles. Tenant must bear the cost of
correcting any pest problem resulting from these activities.

         18. No weapons are allowed on the Property or on the real property
known as "Science Park" of which the Property forms a part.

         19. Any device used for moving of furniture, freight, mail or paper
goods that will be used on a daily basis will be padded in such a way as to
protect from possible damage any surface with which it may come in contact. Any
device used on an occasional basis, which is not padded, will be operated in a
safe manner so as to prevent damage to any walls, doors, floors, ceilings or
other surfaces. Hand trucks must have rubber tires.

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         20. All work done by service personnel, whether in-house or contracted,
shall be done in a first class manner to accepted standards of the trade and
shall conform to all codes imposed by any governmental authority.

         21. No awnings or other projections shall be attached to the outside
walls of the Building without the prior written consent of Landlord. No
curtains, shades or screens shall be attached to, or hung in or used in
connection with any window or door of the Leased Premises without the prior
written consent of Landlord. Such awnings, projections, curtains, blinds,
shades, screens or other fixtures so permitted by Landlord must be of a quality,
type, design and color and attached in the manner approved by Landlord.

         22. No show cases or other articles shall be placed in front of or
affixed to any part of the exterior of the Building, nor placed in the halls,
corridors or vestibules without the prior written consent of Landlord.

         23. Water and wash closets and other plumbing fixtures shall not be
used for any purpose other than those for which they were constructed and no
sweepings, rubbish, rags or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by any Tenant
who, or whose servants, employees, agents, contractors, subcontractors,
licensees or visitors, shall have caused the same.

         24. Landlord reserves the right to exclude from the Building any
persons who do not present identification acceptable to Landlord. Landlord shall
in no case be liable for damages for any error with regard to admission or
exclusion from the Building of any person.

         In the case of riot, mob, invasion, public excitement or other
circumstances rendering such actions advisable in Landlord's opinion, Landlord
reserves the right to prevent access to the Building during the continuance of
the same by such actions as the Landlord may deem appropriate including closing
doors.

         25. The requirements of Tenant will be attended to only upon
application at the office of Landlord's building manager in the manner set forth
by Landlord. Landlord's employees shall not perform any work or do anything
outside of their regular duties unless under special instructions from Landlord.

         26. Canvassing, soliciting and peddling in the Building is prohibited
and Tenant shall cooperate to prevent same.

         27.  Entrance to Science Park

         Tenant's employees and Landlord's personnel will be issued photo
identification cards ("IDs") which must be shown upon request at all entrances
to and anywhere on the real property known as "Science park" of which the
Property is a part, if requested by

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Science Park's security officers. This ID authorizes the bearer to be in or
around all Science Park buildings but not on or in property or buildings owned
by U.S. Repeating Arms Company, Olin Corporation or buildings or areas not open
to the public. The ID authorizes no one to enter uninvited into another
company's office or work area. If an ID is lost or stolen, it should be reported
to Security immediately. There is a $5.00 charge for replacement.

         28.  Hours of Operation

         Science Park is open 24 hours a day, 7 days a week. The normal hours of
operation are Monday through Friday from 8:00 a.m. to 6:00 p.m. excluding
holidays.

         29.  Keys to Offices

         Two keys will be issued for each tenant's space. The principal of the
Tenant will sign for the keys upon issuance. The Tenant may make additional
copies of the keys as needed. It will be the responsibility of the Tenant's
principal to keep track of those persons to whom he has issued keys. All keys
and photo IDs must be returned to the Landlord upon termination of the Lease or
a $15 penalty per item charge will be deducted from the security deposit held by
Landlord. Replacement of locks because of lost or unreturned keys shall be
undertaken at the Tenant's expense.

         30.  Parking and Speed Limit

         All Science Park companies and employees will be assigned to specific
parking lot areas. There are no assigned spaces other than for handicapped
parking. It is requested that individuals park between the painted lines. If for
business reasons you wish to leave your vehicle overnight or for the weekend,
the security office must be notified. No one is allowed to "deadhead" his or her
vehicle in the parking lots. Vehicles found improperly parked obstructing exits,
fire lanes, other spaces, etc. will be towed at the owner's expense. All
vehicles will be issued Science Park parking identification.

         The speed limit for the private drives and roadways within Science Park
is 15 m.p.h. Please obey this speed limit for the safety of everyone walking and
driving within the Park.

         31.  Reporting Emergencies or Incidents

         All emergencies (fire, injury, illness, etc.) should be reported to
security immediately at 786-5007. This telephone number must only be used in
cases of emergency. Incidents such as thefts, unwanted persons, vandalism or
damage to parked vehicles in Science Park should also be reported as soon as
possible.

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         32.  Tours and Meetings

         Security should be notified in advance of any planned meetings or tours
in Science Park and should be provided with the following information:

         (a) date and time;

         (b) person in charge; and

         (c) number of persons expected.

Tours accompanied by a host may go to the following areas:

                  (a) All outdoor areas under the supervision of Science Park
         Development Corporation; and

                  (b) Lobby areas and the food service areas, which should be
         entered through the shortest possible route so as to avoid making noise
         in the hallways.

         33. Special Events Held by Science Park Companies

         Any event held by a Science Park company which may disturb or interfere
with the security, safety or operations of other companies or which involves
more than ten (10) people entering into the Park must be registered with the
Landlord and the Landlord's security site supervisor. The host company may be
required to hire additional security or maintenance personnel. For any such
special event, the following will be required:

         (a) Events will be held within the confines of the host company's
         Leased Premises and only within an SPDC common area when express
         permission has been granted.

         (b) Participants will be restricted to a pre-determined area within
         which bathroom facilities are available.

         (c) A guest list must be provided to Landlord's security site
         supervisor at least twenty-four (24) hours in advance of the special
         event.

         (d) Arrangements will be made for ample parking to be available with
         proper signs provided to guide and inform the guests. The host company
         should be prepared to provide the signs.

         (e) Alcohol consumption must be monitored by the host company for
         underage persons and for excessive consumption by guests.

         (f) The host company will be responsible for cleanup and for any damage
         and costs incurred in restoring any area involved to its original good
         condition.

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         34. Roof Off Limits. No Tenant and no employee or invitee of any Tenant
or employee, shall go upon the roof of the Building without Landlord's
permission.

         35. Changes to Entrances. Landlord shall have the right at any time
without incurring any liability to Tenant to change the arrangement and/or
location of entrances or passageways, doors or doorways, corridors, elevators,
stairs, toilets or other common areas of the Building.

         36.  Additional Rules and Regulations; Tenant Information Services.

         (a) Tenants are required to provide a 2-3 line description of their
         company's operation for the Science Park telephone/address directory.
         This description will include P.O. Box, telephone numbers (fax, voice,
         e-mail) and company principal(s). Each tenant will receive one copy of
         the park directory when updated.

         (b) Tenants are required to comply from time to time with providing
         personnel and strategic data which identifies benchmarks for Science
         Park performance, including but not limited to the number of employees
         hired from New Haven, the neighborhoods and the State of Connecticut;
         education levels; company expansion plans and needs, etc. All data will
         be kept confidential.

         (c) Conference rooms are available on a first come basis free of charge
         to tenants. Notice 72 hours prior to intended usage is required.
         Tenants will be responsible for setting up and returning the room back
         to its previous condition prior to their usage. SPDC will continue to
         be responsible for scheduling of all rooms and reserves the right to
         intervene when, in SPDC's sole judgement, a tenant's excess usage
         impacts other tenants unfairly.

         (d) Upon proper authorization by tenant company management, tenant
         company employees are eligible to use certain Yale facilities and
         services for a fee. Yale Sterling Library cards can be issued without
         charge upon proper authorization. SPDC reserves the right to limit the
         number of Yale library and other cards issued to each company and
         reserves the right to terminate these services.

         (e) Tenants are required to pay all billed charges within 30 days from
         invoice date or they understand service is subject to cut-off until
         charges are paid in full.

         37. Amendments. Landlord reserves the right to alter and amend these
Rules and Regulations from time to time.

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