**AGREEMENT
        OF LEASE**
 
 **BETWEEN**
 
 **CHESTERBROOK
        PARTNERS, LP**
 
 **AND**
 
 **YM
        BIOSCIENCES USA, INC.**
 
 **SUITES
        200 and 220**
 
 **701
        LEE ROAD**
 
 **CHESTERBROOK
        CORPORATE CENTER®**
 
 **TREDYFFRIN
        TOWNSHIP**
 
 **CHESTER
        COUNTY**
 
 **PENNSYLVANIA**
  
  **TABLE
        OF CONTENTS**
 
 **Page**1.
              Parties
              12.
              Demise
              13.
              Term
              14.
              Fixed
                  Rent; Tenant Energy Costs; Annual Operating Costs; Lease Taxes
              45.
              Covenant
                  to Pay Rent and Additional Rent; Late Charge
              106.
              Use
              117.
              Assignment
                  and Subletting
              118.
              Improvement
                  of the Premises
              149.
              Alterations
              1610.
              Rules
                  and Regulations
              1611.
              Fire
                  or Other Casualty
              1612.
              Landlord’s
                  Right to Enter
              1713.
              Insurance
              1814.
              Repairs
                  and Condition of Premises
              1915.
              Compliance
                  with Law
              1916.
              Services
              1917.
              Notice
                  of Breakage, Fire, Theft
              2218.
              Release
              2219.
              Mechanics’
                  and Other Liens
              2320.
              Relocation
                  of Tenant
              2421.
              Defaults
                  - Remedies
              2422.
              Remedies
                  Cumulative
              28
  i
  23.
              Excepted
                  from Premises
              2924.
              Lease
                  Subordinated
              2925.
              Condemnation
              3026.
              Paramount
                  Lease
              3027.
              Notices
              3128.
              Definition
                  of “the Landlord”
              3229.
              Definition
                  of “the Tenant”
              3330.
              Estoppel
                  Certificate; Mortgagee Lease Comments
              3331.
              Severability
              3432.
              Miscellaneous
              3533.
              Brokers
              3634.
              Letter
                  of Credit
              3635.
              Quiet
                  Enjoyment
              3736.
              Rights
                  of Mortgage Holder
              3737.
              Whole
                  Agreement
              3738.
              Financial
                  Statements
              3739.
              Renewal
                  Option
              3840.
              Lease
                  Guaranty
              38
 
 WAIVER
        OF
        PRIOR HEARING CERTIFICATION
  EXHIBITS
 
 “A”
–
        Floor Plan
 
 “B”
–
        Description of the Land
 
 “C”
–
        Memorandum of Commencement Date
 
 “D”
–
        Tenant Construction Plans
  ii
  “E”
–
        Standard Turn-Key Tenant Work
  “F”
–
        Cleaning Specifications
  “G”
–
        Rules and Regulations
  “H”
–
        Lease Guaranty
  iii
  **AGREEMENT
        OF LEASE**
 
 **1.
        Parties.**
 
 This
        Lease is made this 27th day of July, 2006, by and between **CHESTERBROOK
        PARTNERS, LP,** a
        limited partnership organized and existing under the laws of the State of
        Delaware, whose address is Suite 110, 955 Chesterbrook Boulevard, Wayne,
        PA
        19087 (hereafter called “Landlord”), and **YM
        BIOSCIENCES USA, INC.,** a
        Delaware corporation whose present address is 1055 Westlakes Drive, Berwyn,
        PA
        19312 (hereinafter referred to as “Tenant”).
 
 It
        is
        hereby agreed by and between Landlord and Tenant, intending to be legally
        bound,
        for themselves and for their respective heirs, executors, administrators,
        successors and assigns, in the manner following, it being understood that
        the
        Premises are demised under and subject to the following covenants, all of
        which
        are also to be regarded as strict legal conditions:
 
 **2.
        Demise.**
 
 Landlord
        does hereby lease and demise to Tenant and Tenant does hereby hire and take
        from
        Landlord, for the term and subject to the provisions hereof, the Premises
        (the
“Premises”) shown cross-hatched on the floor plan(s) [the “Floor Plan”] attached
        hereto as Exhibit “A,” and known as Suites 200 and 220 on the second floor of
        the building (hereinafter referred to as the “Building”) known as 701 Lee Road,
        Chesterbrook Corporate Center®, Wayne, PA 19087, occupying or to occupy the
        parcel of land bounded as described on Exhibit “B” attached hereto (the “Land”).
        The Building and Land are sometimes collectively referred to in this Lease
        as
        the “Property”.
 
 **3.
        Term.**
 
 (a)
        This
        demise shall be for the term (hereinafter referred to as the “Term”) beginning
        on the “Commencement Date” of the Term as defined in Article 3(b) of this Lease
        and ending, without the necessity of notice from either party to the other,
        five
        (5) years and four (4) months from and after the Commencement Date if the
        Commencement Date shall be the first day of a month, if the Commencement
        Date
        shall be other than the first day of the month, then from and after the first
        day of the month next following the Commencement Date.
 
 (b)
        The
        Term shall commence on the earlier of
 
 (i)
        the
        date the Premises are ready for occupancy or
 
 (ii)
        the
        date Tenant or anyone claiming under or through Tenant first occupies any
        part
        of the Premises for the exercise of its permitted use, and subject to the
        provisions of Article 3(e) (the “Commencement Date”).
 
 The
        Premises shall be deemed ready for occupancy on the date the work to be
        performed by Landlord in the Premises in accordance with this Lease shall
        have
        been substantially completed notwithstanding that insubstantial details of
        construction, mechanical adjustment, or decoration remain to be performed,
        the
        non-completion of which would not materially interfere with Tenant’s use of the
        Premises as evidenced by the issuance of a certificate of occupancy for the
        Premises by Tredyffrin Township; and
  
  (c)
        Landlord shall give Tenant thirty (30) days prior notice of the date the
        Premises will be ready for occupancy. Landlord agrees to give Tenant periodic
        progress reports (no less than weekly which reports may consist of construction
        meeting minutes) with respect to the improvement of the Premises and a good
        faith estimate of the date the Premises will be ready for occupancy. Tenant
        shall be permitted early access to the Premises as such appropriate time
        as
        Landlord shall reasonably designate during the construction of the Premises
        to
        allow Tenant to install its voice and data IT systems so long as Tenant
        coordinates its activities with Landlord and Tenant’s activities do not
        interfere with Landlord’s construction activities in the Premises. Tenant shall
        not be obligated to pay Fixed Rent or other sums under this Lease during
        such
        early access period.
 
 (d)
        For
        purposes of determining the date when the Premises are ready for occupancy
        (and,
        correspondingly, the Commencement Date and the date from which rent shall
        commence to accrue), there shall not be considered the duration of any delay
        which is caused by:
 
 (i)
        changes in the work to be performed by Landlord in readying the Premises
        for
        Tenant’s occupancy, which changes shall have been requested by Tenant after the
        approval by Landlord and Tenant of Tenant Construction Plans (as defined
        in
        Article 8(a) of this Lease);
 
 (ii)
        delays, not caused by Landlord, in furnishing materials or procuring labor
        required by Tenant for installations or work in the Premises which are not
        encompassed within Standard Tenant Work (as that term is defined in Article
        8(b)
        of this Lease);
 
 (iii)
        any
        failure by Tenant, without regard to any grace period applicable thereto,
        to
        furnish any required plan, information, approval or consent (including, without
        limit, Tenant Construction Plans) within the required period of time;
        or
 
 (iv)
        the
        performance of any work or activity in the Premises by Tenant or any of its
        employees, agents or contractors. The Premises shall be deemed ready for
        occupancy (and rent shall commence to accrue subject to the Fixed Rent abatement
        set forth in Article 4(b)(i)) on the date the Premises would have been ready
        but
        for the causes described in this subparagraph (d).
 
 (e)
        In
        the event that Landlord and Tenant hereinafter should jointly determine that
        the
        entire Premises can not be substantially completed by October 15, 2006 Landlord
        shall complete approximately half of the Premises (Suite 200 containing
        approximately 4,672 rentable square feet) thus enabling Tenant to move into
        a
        substantially completed Suite 200 (as evidenced by Landlord’s receipt of a
        certificate of occupancy concerning Suite 200 from the Township of Tredyffrin)
        by October 15, 2006. If Tenant, on or after September 15, 2006, in good faith
        determines that the Premises can not be substantially completed by October
        15,
        2006, then Tenant may direct Landlord to proceed to complete Suite 200 prior
        to
        completion of the entire Premises. To facilitate such a possible phased
        occupancy Landlord will design and obtain permits for the Premises in two
        stages
        (Suites 200 and 220). However the Term shall not commence until the entire
        Premises has been substantially completed and ready for occupancy as evidenced
        by the issuance of a certificate(s) of occupancy for the entire Premises
        by
        Tredyffrin Township.
  2
  (f)
        When
        the Commencement Date is established, Landlord and Tenant shall promptly
        execute
        and acknowledge a memorandum, in the form attached hereto as Exhibit “C” of the
        Commencement Date and the date of expiration of the Term (the “Expiration
        Date”).
 
 (g)
        If
        the Tenant or any person claiming through the Tenant shall have continued
        to
        occupy the Premises after the expiration or earlier termination of the Term
        or
        any renewal thereof, and if the Landlord shall have consented in writing
        to such
        continuation of occupancy, such occupancy (unless the parties hereto shall
        have
        otherwise agreed in writing) shall be deemed to be under a month-to-month
        tenancy. The month-to-month tenancy shall continue until either party shall
        have
        notified the other in writing, at least thirty (30) days prior to the end
        of any
        calendar month, that the party giving such notice elects to terminate the
        month-to-month tenancy at the end of that calendar month, in which event,
        such
        tenancy shall so terminate. If such occupancy shall have continued without
        Landlord’s written consent, then such occupancy shall be in violation of this
        Lease, in which event, Tenant (i) shall be liable for any and all losses,
        claims, costs, expenses and damages suffered or incurred by Landlord (including,
        without limit thereto, court costs and counsel fees), whether foreseen or
        unforeseen, constituting direct damages incurred as a result of such continued
        occupancy, and Landlord shall have all of the rights and remedies available
        under this Lease, or at law or in equity, for such violation and, without
        limitation of the foregoing clause (i), (ii) will indemnify and hold harmless
        Landlord from and against all such losses, claims, costs, expenses and damages
        resulting from claims and demands made by succeeding tenants against Landlord,
        founded upon delay by Landlord in delivering possession of the Premises to
        such
        succeeding tenant. The rental payable with respect to each monthly period
        of any
        month-to-month tenancy (and to each monthly period of continued occupancy
        which
        may occur without Landlord’s consent) shall equal one hundred fifty percent
        (150%) of the minimum fixed annual rent payable under Article 4(b) during
        the
        final month of the Term or the Renewal Term (as hereinafter defined) whichever
        is then applicable. Any month-to-month tenancy arising with Landlord’s consent
        shall be upon the same terms and subject to the same conditions as those
        which
        are set forth in this Lease, except as otherwise set forth in this subparagraph
        (g), provided that if the Landlord shall have given to the Tenant, at least
        thirty (30) days prior to the expiration or earlier termination of the Term
        or
        any renewal thereof or prior to the end of any month of a month-to-month
        tenancy, written notice that the Tenant’s occupancy following such month or
        expiration or termination (as the case may be) shall be subject to such
        modifications of the terms and conditions of this Lease (including any provision
        relating to the amount and payment of rent) as are specified in such notice,
        the
        Tenant’s occupancy following such month or expiration or termination (as the
        case may be) shall be subject to the provisions of this Lease as so
        modified.
  3
 
 **4.
        Fixed Rent; Tenant Energy Costs; Annual Operating Costs; Lease
        Taxes.**
 
 (a)
        Tenant shall pay to Landlord as rent under this Lease the aggregate
        of:
 
 (i)
        Fixed
        Rent (as defined in Article 4(b) of this Lease);
 
 (ii)
        Tenant’s share of Tenant Energy Costs (as defined in Article 4(d) of this
        Lease);
 
 (iii)
        Tenant’s proportionate share of increases in Annual Operating Costs (as defined
        in Articles 4(c) and 4(e) of this Lease) over Base Operating Costs (as defined
        in Article 4(e)(iii) of this Lease); and
 
 (iv)
        All
        other sums payable by Tenant to Landlord pursuant to the provisions of this
        Lease.
 
 (b)
        Fixed
        Rent.
 
 (i)
        The
        minimum fixed annual rent (the “Fixed
        Rent”) due each lease year of the Term shall be due and payable in lawful money
        of the United States of America, in equal monthly installments in advance
        and
        without prior demand, notice, set-off or deduction on the first day of each
        and
        every month during the Term in accordance with the following
        schedule:
 
 Lease
                  Month
              
              Annualized Fixed Rent
              
              Monthly Fixed Rent1.2*
              
              $
              0.00
              
              $
              0.003-6
              
              $
              180,000.00
              
              $
              15,000.007-12
              
              $
              191,250.00
              
              $
              15,937.5013-24
              
              $
              209,024.00
              
              $
              17,418.6725-36
              
              $
              213,568.00
              
              $
              17,797.3337-48
              
              $
              220,384.00
              
              $
              18,365.3349-60
              
              $
              227,200.00
              
              $
              18,933.3361-64
              
              $
              234,016.00
              
              $
              19,501.33
 
 (ii)
        The
        Fixed Rent and all other sums payable to Landlord pursuant to or by reason
        of
        this Lease shall be payable to Landlord at the following address: NW 5739,
        P.O.
        Box 1450, Minneapolis, MN 55485-5739, or to such other person and at such
        other
        place as Landlord may from time to time designate in writing.
 
 (iii)
        The
        first monthly installment of Fixed Rent shall be paid at the time of the
        signing
        of this Lease. The term “lease year” shall mean each annual period commencing on
        the Commencement Date and each succeeding anniversary thereof.
 *
          However
          Tenant shall be responsible for Tenant’s share of Tenant Energy Costs during
          this period.
  4
  (iv)
        If
        the Term begins on a day other than the first day of a month, Fixed Rent
        from
        the Commencement Date until the first day of the following month shall be
        prorated and shall be payable in advance on the first day of the Term and,
        in
        such event, the installment of Fixed Rent paid at the signing of this Lease
        shall be applied to the Fixed Rent due for the first full calendar month
        of the
        Term.
 
 (c) Tenant’s
        Proportionate Share .
        As used
        in this Lease, “the square foot area of the Premises” shall be deemed to be nine
        thousand eighty-eight (9,088) square feet, “the total square foot area of the
        Building” shall be deemed to be seventy-five thousand two hundred ninety-six
        (75,296) square feet and “Tenant’s proportionate share” shall refer to the
        percentage relationship between the foregoing, namely 12.070%. Tenant recognizes
        that, as used in this Lease, the total square foot area of the Premises includes
        a share of the common areas of the Building. Landlord represents that the
        area
        of the Premises and of the Building have been calculated in accordance with
        the
        Standard Method of Measuring Flooring Area in Office Buildings, ANSI/BOMA
        Z65.1-1996.
 
 (d) Tenant
        Energy Costs .
 
 (i)
        The
        term “Tenant Energy Costs” shall mean the actual cost to Landlord of furnishing
        to the respective areas of the Property electric energy or other utility
        services, except water and sewer (including taxes or fuel adjustment or transfer
        charges and other like charges regularly passed on to the consumer by the
        public
        utility furnishing electric energy to the Property).
 
 (ii)
        For
        and with respect to each calendar year of the Term (and any renewals or
        extensions thereof) including, without limit, the first calendar year during
        which the Term of this Lease shall have commenced, there shall accrue, as
        additional rent under this Lease and be paid within fifteen (15) business
        days
        after Landlord shall have given to Tenant a statement or statements of the
        amount due, Landlord’s costs in such calendar year of supplying such quantity of
        electric energy as is; (A) consumed by Tenant in the Premises, including,
        without limitation, such electric energy as is consumed by Tenant in connection
        with the operation of the heating, ventilating and air-conditioning systems
        serving only the Premises, if any, as such consumption shall have been shown
        on
        the meters referred to in Article 16(a)(viii) of this Lease, together with
        any
        out-of-pocket administrative costs incurred by Landlord by reason thereof
        (i.e.
        the cost of submetering and billing the Tenant including the cost to Landlord
        to
        retain third party meter readers), and (B) Tenant’s proportionate share, as
        defined in Article 4(c) of this Lease, of Landlord’s costs in such calendar year
        of supplying electric energy and other utility service (excluding water and
        sewer), as is supplied to all non-tenanted areas of the Property in connection
        with the operation of the Property together with any administrative costs
        incurred by Landlord by reason thereof.
 
 (iii)
        The
        method and timing (but not more frequently than monthly) of billing such
        costs
        of Landlord shall be determined by Landlord, using reasonable accounting
        principles, it being understood that it is not intended that Landlord derive
        any
        profit from the supplying of electric energy or other utility
        service.
  5
  (iv)
        If
        Tenant shall fail to pay when due any amounts payable by Tenant under this
        Article 4(d), and such failure shall continue for ten (10) days after written
        notice from Landlord, then such failure shall constitute an Event of Default
        (as
        hereinafter defined).
 
 (e) Annual
        Operating Costs .
 
 (i)
        The
        term “Annual Operating Costs” shall mean the actual costs to Landlord of
        operating and maintaining the Property (including, without limit, all
        improvements thereto and fixtures and equipment therein or thereon) during
        each
        calendar year of the Term (and any renewals or extensions thereof) including,
        without limit, the first calendar year during which the Term of this Lease
        shall
        have commenced, excluding Tenant Energy Costs (as hereinbefore defined).
        Such
        costs shall include, by way of example rather than of limitation, (1) charges
        or
        fees for, and taxes on, the furnishing to the Property of water and sewer
        service, electric energy to the common areas of the Property (excluding the
        supply of electric energy included in Tenant Energy Costs or supplied to
        other
        tenant space in the Building) and, if the Building systems should be converted
        to receive the same, steam or fuel and other utility services; (2) costs
        of
        elevator service and charges or fees for maintenance of the Property, planting,
        replanting and janitorial service, trash removal, policing, cleaning,
        restriping, resurfacing, maintaining and repairing all walkways, roadways,
        parking areas forming part of the Property, maintaining all landscaped areas
        of
        the Property; (3) charges or fees for any necessary governmental permits
        (excluding building permits and certificate(s) of occupancy for tenant space);
        (4) wages, salaries and benefits of employees of Landlord or any management
        company engaged by Landlord in connection with the management and operation
        of
        the Building up to and including the grade of building manager, management
        fees
        (but not in the excess of the level of management fees paid at other Class
        A
        office buildings in the Wayne/Berwyn office market [“Comparable Buildings”]),
        overhead and expenses; (5) the cost of premiums for hazard, rent, liability,
        workmen’s compensation and other insurance upon the Property or portions
        thereof; (6) costs arising under service contracts with independent contractors;
        (7) professional and consulting fees including, without limit, legal and
        auditing fees; (8) repairs, non-capital replacements and improvements to
        the
        Property which are appropriate for the continued operation of the Building
        as a
        first class office building; (9) all real estate taxes and assessments, general
        or special, ordinary or extraordinary, foreseen or unforeseen, (other than
        “Lease Taxes” as defined in Article 4(i) of this Lease) assessed or imposed upon
        the Property (collectively, “Taxes”); if, due to a future change in the method
        of taxation, any franchise, income, profit or other tax, however designated,
        shall be levied or imposed in substitution, in whole or in part, for (or
        in lieu
        of) any tax or addition or increase in any tax which would otherwise be included
        within the definition of Taxes, such other tax shall be deemed to be included
        within Taxes as defined in this Lease, to the extent the same are in
        substitution for Taxes; and (10) the cost of all other items which, under
        standard accounting practices utilized in Comparable Buildings, constitute
        operating or maintenance expenses, as opposed to capital items, which are
        attributable to the Property or any portion thereof. The term “Annual Operating
        Costs” shall not include: depreciation on the Building or equipment; interest on
        mortgage encumbrances; ground rents; income taxes; salaries of executive
        officers of Landlord; commissions payable to leasing brokers; and expenditures
        for capital improvements, except (1) those which under standard accounting
        practices utilized in Comparable Buildings are expensed or regarded as deferred
        expenses and (2) capital expenditures required by law, in either of which
        cases
        the cost thereof shall be included in Annual Operating Costs for the calendar
        year in which the cost shall have been incurred and subsequent calendar years,
        on a straight line basis, to the extent that such items are amortized over
        an
        appropriate period, but not more than ten (10) years, with an interest factor
        equal to two percent (2%) plus the prime rate at the time Landlord shall
        have
        incurred said costs. The prime rate shall mean the rate of interest per annum
        announced from time to time by Wachovia Bank, N.A. or its successor as its
        prime
        lending rate (or if such prime lending rate is discontinued, such comparable
        rate as Landlord reasonably designates by notice to Tenant). Annual Operating
        Costs shall also not include; (1) repairs or other work occasioned by fire,
        wind
        storm or other insured casualty or hazard, (2) accountants’, auditors’ or
        attorneys’ fees or expenses incurred in connection with lease negotiations or
        disputes with other tenants or prospective tenants or the enforcement of
        any
        lease or the defense of Landlord’s title or interest in the Land, (3) costs in
        renovating or otherwise improving space for other tenants or occupants, (4)
        costs of any items or services or utilities sold or provided to tenants for
        which Landlord is reimbursed, (5) costs due to a default, gross negligence
        or
        willful misconduct of Landlord, (6) overhead and profit increments paid to
        affiliates of Landlord for services or supplies to the extent that the costs
        of
        such services or supplies exceed the costs incurred at Comparable Buildings,
        (7)
        legal, accounting or other expenses relating to Landlord’s financing,
        refinancing or sale of the Building, (8) cost of sculpture, decorations,
        painting or other objects of art, (9) cost of any political, charitable or
        civic
        contributions or donations, (10) any fines or penalties arising from Landlord’s
        failure to comply with governmental or regulatory agencies’ requirements; (11)
        advertising and promotional expenditures, (12) expenses for remediation of
        environmental conditions.
  6
  (ii)
        If
        Landlord shall have purchased any item of capital equipment or shall have
        made
        any capital expenditure designed to result in savings or reductions in Annual
        Operating Costs or Tenant Energy Costs applicable to leased space generally,
        then the costs of having purchased such equipment and such capital expenditures
        shall be included in Annual Operating Costs for the calendar year in which
        the
        costs shall have been incurred and subsequent calendar years, on a straight
        line
        basis, to the extent that such items are amortized over such period of time
        as
        reasonably can be estimated as the time in which such savings or reductions
        in
        Annual Operating Costs are expected to equal Landlord’s costs for such capital
        equipment or capital expenditure, with an interest factor equal to the prime
        rate at the time of Landlord’s having incurred said costs. If Landlord shall
        have leased any such items of capital equipment designed to result in savings
        or
        reductions in Annual Operating Costs, then the rental and other costs paid
        pursuant to such leasing shall be included in Annual Operating Costs for
        the
        calendar year in which they shall have been incurred.
 
 (iii)
        The
        term “Base Operating Costs” shall mean the Annual Operating Costs incurred by
        Landlord during the calendar year 2007.
 
 (iv)
        For
        and with respect to each calendar year of the Term (and any renewals or
        extensions thereof) excluding, however, calendar years 2006 and 2007, there
        shall accrue, as additional rent hereunder, and be paid within fifteen (15)
        business days after Landlord shall have given to Tenant a statement or
        statements of the amount due, Tenant’s proportionate share of the increase, if
        any, of Annual Operating Costs over Base Operating Costs.
  7
  (v)
        Anything contained in the foregoing provisions of this Article 4 to the contrary
        notwithstanding, in any instance in which the Tenant shall have agreed in
        this
        Lease or otherwise to provide any item or items of Annual Operating Costs
        partially or entirely at its own expense, in calculating and allocating
        increases in Annual Operating Costs over Base Operating Costs pursuant to
        the
        foregoing provisions of this subsection, Landlord shall make appropriate
        adjustments, using reasonable accounting principles, so as to avoid allocating
        to the Tenant the same such item or items of the Base Operating Costs and
        Annual
        Operating Costs (partially or entirely, as aforesaid) being provided to other
        tenants by Landlord at Landlord’s expense. Subject to the preceding sentence, if
        during all or part of any calendar year, Landlord shall not furnish any item
        or
        items of Annual Operating Costs to any portions of the Building because such
        portions are not occupied or because such item is not required or desired
        by the
        tenant of such portion or such tenant is itself obtaining and providing such
        item or for other reasons, then, for the purposes of computing the additional
        rent payable hereunder, the amount of Annual Operating Costs for such period
        (including without limitation in connection with the calculation of Base
        Operating Costs) shall be deemed to be increased by an amount equal to the
        additional costs which would normally have been incurred during such period
        by
        Landlord if it had at its own expense furnished such item to such portion
        of the
        Building.
 
 (vi)
        If
        the Building is not one hundred percent (100%) occupied on average during
        the
        calendar year 2007, then Base Operating Costs will be adjusted based upon
        Landlord’s reasonable estimate to reflect Annual Operating Costs that would be
        payable assuming that the Building was one hundred percent (100%) occupied
        for
        the entire calendar year 2007.
 
 (f) Partial
        Year .
        If only
        part of any calendar year shall fall within the Term, the amount computed
        as
        additional rent with respect to such calendar year under the provisions of
        subsection (c) of this Article shall be prorated in proportion to the portion
        of
        such calendar year falling within the Term (but the expiration or termination
        of
        the Term prior to the end of such calendar year shall not impair the Tenant’s
        obligation under this Lease to pay such prorated portion of such additional
        rent
        with respect to that portion of such year falling within the Term, which
        shall
        be paid within fifteen (15) business days after Landlord shall provide a
        statement of the amount due as aforesaid).
 
 (g) Payment
        of Estimated Increase .
        Anything in this Lease to the contrary notwithstanding, the Landlord shall
        be
        entitled to make from time to time during the Term, a reasonable estimate
        of the
        amount of additional rent which may become due under this Lease with respect
        to
        any calendar year and to require the Tenant to pay to the Landlord commencing
        on
        January 1, 2008, at the time and in the manner in which the Tenant is required
        under this Lease to pay monthly installments of the Fixed Rent, one-twelfth
        (1/12) of the amount which Landlord shall have estimated will become payable
        on
        account of increases in Annual Operating Costs. In such event, Landlord shall
        cause the actual amount of the additional rent to be computed and a statement
        thereof sent to the Tenant within one hundred twenty (120) days following
        the
        end of the calendar year; the Tenant or the Landlord, as the case may be,
        shall,
        within fifteen (15) business days after such statement is sent to Tenant,
        pay to
        the other the amount of any deficiency or overpayment, respectively,
        therein.
  8
  (h) Disputes/Audit
        Rights .
 
 (i)
        Any
        statement furnished to Tenant by Landlord under the preceding paragraph or
        other
        provisions of this Article shall constitute a final determination as between
        Landlord and Tenant of the additional rent due from Tenant for the period
        represented thereby unless Tenant, within one hundred eighty (180) days after
        a
        statement is furnished, shall have given a notice to Landlord that Tenant
        disputes the correctness of the statement, specifying in detail the basis
        for
        such assertion. Pending resolution of such a dispute, Tenant shall pay the
        additional rent in accordance with the statement furnished by Landlord which
        payment will be without prejudice.
 
 (ii)
        Within one hundred eighty days (180) days after receipt of a statement from
        Landlord seeking payment of Tenant’s proportionate share of increases in Annual
        Operating Costs and/or Tenant’s share of Tenant Energy Costs, Tenant shall have
        the right upon at least five (5) days’ notice to Landlord, during regular
        business hours, at Landlord’s offices at the address set forth in the heading of
        this Lease, to audit and review Landlord’s records relating to Base Operating
        Costs and Annual Operating Costs and/or Tenant Energy Costs for the period
        covered by such Landlord statement. If after such audit and inspection Tenant
        disagrees with Landlord’s calculation of additional rent, Tenant shall so advise
        Landlord in writing and shall specify the reasons for such disagreement.
        If
        Landlord and Tenant are unable to resolve such disagreement within forty-five
        (45) days of Landlord’s receipt of such notice, then Landlord and Tenant shall
        select a mutually agreeable impartial third party, either an accountant,
        consultant or real estate professional (the “Expert”), who will review all
        information supplied to Tenant in connection with said disputed item(s) and
        determine the amount of the overpayment, if any. The findings of such Expert
        shall be binding on both parties and not subject to appeal. If the Expert
        determines that Tenant has overpaid Tenant’s proportionate share of increases in
        Annual Operating Costs or Tenant’s share of Tenant Energy Costs. Landlord shall
        promptly refund said overpayment to Tenant and shall adjust Tenant’s estimated
        payments of Annual Operating Costs if necessary.
 
 (iii)
        If
        the Expert determines that Tenant’s proportionate share of increases in Annual
        Operating Costs or Tenant’s share of Tenant Energy Costs was overstated by five
        percent (5%) or more, then Landlord shall be responsible for the fees and
        expenses of the Expert. Otherwise Tenant shall be responsible for the fees
        and
        expenses of the Expert. If the Expert determines that Tenant’s proportionate
        share of increases in Annual Operating Costs or Tenant’s share of Tenant Energy
        Costs was overstated by ten percent (10%) or more, then Landlord shall be
        responsible for the reasonable fees and expenses incurred by Tenant in
        connection with its audit. Tenant may engage only a national reputable auditing
        firm to conduct an audit of Landlord which firm may not be paid a fee calculated
        in whole or in part on savings to be realized by Tenant.
 
  9
  (iv)
        All
        of the information obtained through the above described audit and review
        with
        respect to financial matters (including, without limitation, costs, expenses,
        income), as well as any compromise, settlement, or adjustment reached between
        Landlord and Tenant relative to the results of the audit and inspection shall
        be
        held in confidence by Tenant and its officers, agents, and employees and,
        except
        as may be required by applicable law or in connection with any court proceeding,
        arbitration, mediation or other proceeding where such information is relevant,
        shall not be divulged to any other person, firm, corporation, business
        organization, consultant, entity or occupant or tenant of Chesterbrook Corporate
        Center® or Glenhardie Corporate Center® at any time; and Tenant shall cause its
        accountant or consultant and any of its officers, agents and employees to
        be
        similarly bound.
 
 (v)
        As a
        condition precedent to Tenant’s exercise of its rights to audit and inspect
        under this Article 4 (h), Tenant must deliver to Landlord a signed agreement
        from Tenant’s representatives who will perform such audit and inspection
        acknowledging that all of the results of such audit and inspection as well
        as
        any compromise, settlement, or adjustment reached by Landlord and Tenant
        shall
        be held in strict confidence and not be revealed in any manner to any person
        except (A) with the prior written consent of Landlord, (B) as may be required
        by
        applicable law or in connection with any court proceeding, arbitration,
        mediation or other proceeding where such information is relevant, and (C)
        to
        accountants and other persons who prepare or otherwise deal with the financial
        statements of Tenant.
 
 (i) Lease
        Tax .
        If
        federal, state or local law now or hereafter imposes any tax, assessment,
        levy
        or other charge (other than any income tax) directly or indirectly upon the
        Landlord with respect to this Lease or the value thereof, or upon the Tenant’s
        use or occupancy of the Premises, or upon the rent, additional rent or any
        other
        sums payable under this Lease or upon this transaction, except if and to
        the
        extent that the same are included in the Annual Operating Costs (all of which
        are herein called “Lease Taxes”)
        the Tenant shall pay to the Landlord, as additional rent hereunder and upon
        demand, the amount of such tax, assessment, levy or other charge, unless
        the
        Tenant shall be prohibited by law from paying such tax, assessment levy or
        other
        charge, in which event the Landlord shall pay the Lease Taxes.
 
 5.**Covenant to Pay Rent and Additional Rent; Late Charge.**
 
 Tenant
        shall, without prior demand, notice, setoff or deduction, pay the Fixed Rent
        and
        all other sums which may become due by Tenant under this Lease, at the times,
        at
        the places and in the manner provided in this Lease. All such other sums
        shall
        be payable as additional rent for all purposes whether or not they would
        otherwise be considered rent. If any payment or any part thereof to be made
        by
        Tenant to Landlord pursuant to the terms of this Lease shall have become
        overdue
        for a period in excess of ten (10) days after notice by Landlord, a late
        charge
        of five cents ($.05) for each dollar so overdue may be charged by Landlord
        for
        the purpose of defraying the expense incident to handling such delinquent
        payment, together with interest from the date when such payment or part thereof
        was due at the Lease Interest Rate (defined below) or such lesser amount
        or
        rate, if any, as represents the maximum amount or rate Landlord lawfully
        may
        charge in respect of Tenant in such circumstances. Tenant acknowledges that
        any
        monthly rent invoice provided by Landlord to Tenant shall constitute notice
        to
        Tenant for purposes of the immediately preceding sentence and that the
        aforementioned ten (10) day period shall commence upon Tenant’s receipt of such
        rent invoice. Nothing herein shall be construed as waiving any rights of
        Landlord arising out of any defaults of Tenant by reason of Landlord’s
        assessing or accepting any such late payment, the late charge and interest
        provided herein is separate and apart from any rights relating to remedies
        of
        the Landlord after default by Tenant in the performance or observance of
        the
        terms of this Lease. Without limiting the generality of the foregoing, if
        Tenant
        shall be in default in the performance of any of its obligations under this
        Lease, Landlord may, (but shall not be obligated to do so), following reasonable
        notice to Tenant except in the case of an emergency, in addition to any other
        rights it may have in law or equity, cure such default on behalf of Tenant
        and
        Tenant shall reimburse Landlord upon demand for any sums paid or costs incurred
        by Landlord in curing such default, including interest thereon at the Lease
        Interest Rate or such lesser rate as represents the maximum rate Landlord
        lawfully may charge in respect of Tenant in such circumstances, reasonable
        attorney’s fees and other legal expenses, including also the said late charge
        and interest on all sums paid and costs incurred by Landlord as aforesaid,
        which
        sums and costs together with late charge and interest thereon shall be deemed
        additional rent hereunder. As used in this Lease, the “Lease Interest Rate”
shall mean two percent (2%) plus the prime rate.
  10
  6.**Use.**
 
 The
        Premises are to be used only by Tenant for general office purposes and for
        no
        other purpose. Tenant shall not use or occupy the Premises or any part thereof,
        or permit the Premises or any part thereof to be used or occupied, other
        than as
        specified in the sentence immediately preceding. Tenant shall permit its
        employees, invitees and guests to park only automobiles, or similarly sized
        vehicles, on the Property. Such parking shall be free, unreserved and be
        limited
        to Tenant’s proportionate share of the Building. Landlord represents and
        warrants that at all times during the Term the Building will have available
        for
        use a minimum 3.8 parking spaces for each 1,000 rentable square feet in the
        Building, such parking spaces to be located on the Land. Tenant shall have
        access to the Premises and the parking facilities on the Land 24 hours per
        day
        365 days per year. Landlord shall provide parking lighting until Midnight
        daily.
 
 7.**Assignment and Subletting.**
 
 (a)
        The
        Tenant shall not mortgage, pledge or encumber this Lease. The Tenant shall
        not
        assign this Lease or sublet or underlet the Premises or any part thereof,
        or
        permit any other person or entity to occupy the Premises or any part thereof,
        without on each occasion first obtaining the written consent thereto of the
        Landlord, which consent shall not be unreasonably delayed, conditioned or
        withheld. An assignment within the meaning of this Lease is intended to
        comprehend not only the voluntary action of Tenant, but also any levy or
        sale on
        execution or other legal process against Tenant’s leasehold, and the filing of
        any petition or order or any adjudication in bankruptcy or under any insolvency,
        reorganization or other voluntary or compulsory procedure, and the calling
        of a
        meeting of creditors, and the filing by or against Tenant of any petition
        or
        notice for a composition with creditors, and any assignment by operation
        of law.
        For purposes of the foregoing, a transfer, by any person or persons controlling
        the Tenant on the date hereof, of such control to a person or persons not
        controlling the Tenant on the date hereof shall be deemed to be an assignment
        of
        this Lease.
  11
  (b)
        If
        Tenant proposes to assign this Lease or sublet all or any portion of the
        Premises, Tenant shall, prior to the proposed effective date thereof (the
        “Effective Date”), deliver to Landlord a copy of the proposed agreement and all
        ancillary agreements with the proposed assignee or subtenant, as applicable.
        Unless the proposed subletting or assignment is to an Approved Transferee
        (as
        hereinafter defined), Landlord shall then have all the following rights,
        any of
        which Landlord may exercise by written notice to Tenant given within fifteen
        (15) days after Landlord receives the foregoing documents:
 
 (i)
        With
        respect to a proposed assignment of this Lease, the right to terminate this
        Lease on the Effective Date as if it were the scheduled expiration date of
        the
        Term (the “Expiration
        Date”);
 
 (ii)
        With
        respect to a proposed subletting of the entire Premises, the right to terminate
        this Lease on the Effective Date as if it were the Expiration Date;
 
 (iii)
        With respect to a proposed subletting of less than the entire Premises, the
        right to terminate this Lease as to the portion of the Premises affected
        by such
        subletting on the Effective Date, as if it were the Expiration Date, in which
        case Tenant shall promptly execute and deliver to Landlord an appropriate
        modification of this Lease in form satisfactory to Landlord in all respects;
        or
 
 (iv)
        Landlord may consent to the proposed assignment or sublease on such reasonable
        terms and conditions as Landlord may reasonably require, including without
        limitation, the execution and delivery to Landlord by the assignee of an
        assumption of liability agreement in form satisfactory to Landlord, including
        an
        assumption by the assignee of all of the obligations of Tenant and the
        assignee’s ratification of an agreement to be bound by all of the provisions of
        this Lease, including the warrant of attorney to confess judgment in ejectment;
        or, in the case of a sublease, the execution and delivery by the subtenant
        of a
        written agreement with Landlord, in such form and with such terms, covenants
        and
        conditions as may be reasonably required by Landlord; or
 
 (v)
        Landlord may withhold its consent to the proposed assignment or sublease,
        provided, however, that if Landlord declines to exercise one of the options
        set
        forth in items (i) through (iii) above, Landlord will not unreasonably withhold
        its consent so long as the identity, reputation and financial strength of
        the
        proposed assignee or subtenant, and the proposed use of the Premises, are
        reasonably acceptable to Landlord; provided further, however, that Landlord
        shall in no event be required to consent to any assignment or subletting
        to a
        proposed assignee or subtenant that is (w) a government or any subdivision,
        agency or instrumentality thereof; (x) a school, college, university or
        educational institution of any type (whether for profit or non-profit), (y)
        an
        employment, recruitment or temporary help, service or agency or (z) another
        tenant of Landlord in Chesterbrook Corporate Center® or Glenhardie Corporate
        Center® unless at the time of such proposed assignment or subletting Landlord
        does not have available for lease space in a sufficient size to satisfy the
        needs of the proposed assignee or subtenant.
  12
  (vi)
        In
        the event that Landlord does consent to the assignment or subletting, Tenant
        shall have ninety (90) days from its receipt of Landlord’s
        notice thereof to enter into the proposed sublease or assignment with the
        prospective subtenant or assignee described in Tenant’s notice to Landlord. If
        such sublease or assignment has not been executed within such time period
        and
        with such identified assignee or subtenant, the consent given by Landlord
        shall
        be considered to have been withdrawn.
 
 (c)
        No
        assignment or sublease, whether with or without the Landlord’s consent, shall in
        any way relieve or release the Tenant from liability for the performance
        of all
        terms, covenants and conditions of this Lease.
 
 (d)
        In
        the event of any sublease or assignment by Tenant of its interest in the
        Premises or this Lease or any portion thereof, whether or not consented to
        by
        Landlord, each monthly installment of Fixed Rent payable hereunder with respect
        to the Premises or the portion thereof subject to such subletting or assignment
        shall be increased by an amount equal to (i) in the case of any subletting,
        the
        Excess Rent (defined below) for such portion; and, in the case of any
        assignment, the Excess Rent payable by the assignee as amortized on a monthly
        basis over the remaining Term of this Lease with interest at the Lease Interest
        Rate (defined at Article 5 hereof). As used herein, “Excess Rent”
        shall mean a sum equal to fifty percent (50%) of the amount by which the
        rent
        and other charges or other consideration paid to Tenant by any subtenant
        or
        assignee exceeds the pro rata portion, for each month of such subletting
        or
        assignment, of the Fixed Rent and additional rent for such space then payable
        for such month by Tenant to Landlord pursuant to the provisions of this Lease
        in
        the absence of this subsection (d), less the portion applicable to such
        month, when amortized from the dates incurred over the remaining term of
        the
        sublease or assignment, of Tenant’s cost of improvements made or paid for by
        Tenant to satisfy the needs of the subtenant, and legal fees, leasing
        commissions and similar capital costs incurred by Tenant in connection with
        the
        assignment or subletting.
 
 (e)
        1f
        pursuant to the exercise of the Landlord’s option in 7(b)(iii) above, this Lease
        terminates as to only a portion of the Premises, the Fixed Rent and Tenant’s
        Proportionate Share for the additional rent shall be adjusted in proportion
        to
        the portion of the Premises affected by such termination, as determined by
        Landlord; and Tenant, within ten (10) days after demand, shall pay to Landlord
        Landlord’s cost of any alterations necessary to separate such portion of the
        Premises from the remainder of the Premises, plus ten percent (10%) for
        Landlord’s overhead.
 
 (f)
        If
        Landlord exercises any of its options under section 7(b)(i), (ii) or (iii),
        Landlord may then lease the Premises or any portion thereof to Tenant’s proposed
        assignee or subtenant, as the case may be, without liability whatsoever to
        Tenant.
 
 (g)
        If
        Tenant seeks to assign or sublet the Premises without first obtaining Landlord’s
        written consent, such assignment or subletting shall at Landlord’s option
        constitute an Event of Default.
  13
  (h)
        Notwithstanding anything to the contrary set forth above in this Article
        7,
        Tenant shall be permitted without Landlord’s prior written consent to assign
        this Lease or sublet all or any portion of the Premises to an Approved
        Transferee. As used herein, the term “Approved Transferee” shall mean: (i) an
        entity which owns fifty percent (50%) or more of Tenant’s outstanding common
        stock, general or limited partnership interests, or other legal or beneficial
        ownership interests of Tenant, or otherwise controls Tenant (the “Parent
        Company”), or (ii) an entity which has fifty percent (50%) or more of its
        outstanding common stock, general or limited partnership interests, or other
        legal or beneficial ownership interests owned by Tenant or the Parent Company
        or
        is otherwise controlled by Tenant or the Parent Company, or (iii) an entity
        which acquires substantially all of the assets of Tenant’s business conducted at
        the Premises, or (iv) an entity which, pursuant to applicable state law is
        a
        surviving entity in a merger, consolidation or reorganization involving Tenant.
        The effectiveness of an assignment or subletting to an Approved Transferee
        of
        Tenant shall be conditioned upon the following: (1) Landlord receiving a
        true
        copy of the documentation governing the transfer, (2) that no Event of Default
        is then in existence; (3) a written acknowledgment by the assignee or sublessee
        that its rights arise through and are limited by this Lease and that it shall
        comply with all of the terms and conditions of this Lease which acknowledgement
        shall be in form reasonably acceptable to Landlord, (4) a written acknowledgment
        by Tenant confirming that Tenant remains fully liable for all of its obligations
        under this Lease notwithstanding the assignment or subletting which
        acknowledgement shall be in form reasonably acceptable to Landlord; (5)
        Landlord’s receipt of evidence reasonably satisfactory to Landlord that
        Landlord’s rights under the Letter of Credit (as hereinafter defined) are not
        affected by the assignment or subletting; and (6) a written acknowledgement
        by
        the Guarantor (as hereinafter defined) in form reasonably satisfactory to
        Landlord that the Lease Guaranty (as hereinafter defined) remains in full
        force
        and effect notwithstanding the assignment or subletting.
 
 8.**Improvement of the Premises.**
 
 (a) Completion
        by Landlord; Changes .
        Landlord shall, in a good and workmanlike manner, cause the Premises to be
        improved and completed in accordance with Polek Schwartz Plan Nos. A-1, A-2
        and
        A-3 each dated July 10, 2006 and Addendum No. 1 dated July 17, 2006 issued
        by
        PPI (collectively, the “Tenant Construction Plans”) attached hereto as Exhibit
“D” and also Landlord’s standard turn-key tenant work as set forth in Exhibit
“E” (the “Standard Tenant Work”). If and when the Tenant Construction Plans and
        Standard Tenant Work are inconsistent the Tenant Construction Plans shall
        govern. Landlord reserves the right however:
 
 (i)
        to
        make substitutions of material of equivalent grade and quality, subject to
        Tenant’s approval, not to be unreasonably delayed, conditioned or withheld, when
        and if any specified material shall not be readily and reasonably available
        and
 
 (ii)
        to
        make changes necessitated by conditions met in the course of construction,
        provided that Tenant’s approval of any substantial change shall first be
        obtained (which approval shall not be unreasonably withheld or delayed so
        long
        as there shall be general conformity with the Tenant Construction
        Plans).
  14
  (b) Standard
        Tenant Work; Special Tenant Work .
        In the
        completion and preparation of the Premises in accordance with the Tenant
        Construction Plans, Landlord agrees to perform at its own expense those items
        of
        Standard Tenant Work set forth on the schedule attached hereto as Exhibit
“E”,
        to the extent required by the Tenant Construction Plans. All work to be
        performed by Landlord in addition to Standard Tenant Work, after Tenant’s
        issuance of written approval of such work, is hereinafter referred to as
        “Special Tenant Work.” All Special Tenant Work shall be finished, installed and
        performed by Landlord, utilizing a general contractor or construction manager
        (“Landlord’s Contractor”) selected by Landlord (which may be an affiliate of
        Landlord or a partner in Landlord or an affiliate of a partner in Landlord)
        for
        and on behalf of Tenant and at Tenant’s sole expense, based on “Landlord’s
        Cost.” “Landlord’s Cost” shall be deemed to mean Landlord’s out-of-pocket
        contract or purchase price for materials, labor and services (including,
        without
        limit, any reasonable contractor’s fee for the contractor’s overhead and profit
        and charges for cutting, patching, cleaning up and removal of waste and debris),
        plus architects’ and engineers’ fees, plus the product obtained by multiplying
        all of the foregoing (as reduced by appropriate credits for substituted Standard
        Tenant Work) by five percent (5%) for Landlord’s expenses and profit in handling
        the substitution. Notwithstanding anything herein, Tenant’s telephone and data
        wiring and cabling (hereinafter called the “Direct Tenant Work”) shall be
        installed in accordance with the Tenant Construction Plans by contractors
        contracting with Tenant and not with Landlord.
 
 (c) Payment
        for Work .
        Tenant
        shall pay Landlord for all Special Tenant Work performed by Landlord from
        time
        to time during the progress of the work, within fifteen (15) business days
        after
        Landlord shall have given Tenant an invoice or invoices therefor, in amounts
        representing Landlord’s Cost of such Special Tenant Work theretofore performed
        (including, for this purpose, material for Special Tenant Work purchased
        and
        delivered to the Building to the date of the invoice), less the amounts
        theretofore paid by Tenant on account. Upon presentation of the final invoice,
        the total amount of the Landlord’s Cost shall be subject to verification by
        Tenant, and Tenant shall have reasonable access to Landlord’s cost records
        relative thereto.
 
 (d) Access;
        Acceptance of Work .
        Landlord shall afford Tenant and its employees, agents and contractors access
        to
        the Premises, at reasonable times prior to the Commencement Date and at Tenant’s
        sole risk and expense, for the purposes of inspecting and verifying the
        performance of Tenant Work, and shall advise Landlord promptly of any objection
        to the performance of such work. Access for such purposes shall not be deemed
        to
        constitute possession or occupancy. Landlord shall promptly undertake and
        diligently prosecute the correction of any defective or incomplete work of
        which
        it is notified as aforesaid. On the Commencement Date, it shall be conclusively
        deemed that all work theretofore performed by or on behalf of Landlord and
        not
        objected to by Tenant as aforesaid was satisfactorily performed in accordance
        with and meeting the requirements of this Lease. The foregoing presumption
        shall
        not apply, however, to (i) defective or incomplete work identified in a written
        punch-list to be jointly prepared and initialed by Landlord and Tenant on
        or
        about the Commencement Date, and (ii) latent defects in such work which could
        not reasonably have been discovered theretofore, provided Tenant notifies
        Landlord thereof within twelve (12) months after occupancy. Landlord shall
        rectify all such punch-list items and latent defects with reasonable speed
        and
        diligence after such notification thereof by Tenant.
  15
  9.**Alterations.**
 
 No
        alterations, additions or improvements shall be made to the Premises or any
        part
        thereof by or on behalf of Tenant without first submitting a detailed
        description thereof to Landlord and obtaining Landlord’s written approval.
        Tenant may, however, after prior written notice to the Landlord, make
        non-structural or decorative interior alterations which cost in the aggregate
        less than $25,000 per calendar year and which do not involve any building
        systems (e.g., relocation of systems furniture, installation and modification
        of
        data and communications equipment and cabling, repainting, wallcovering and
        carpeting). Landlord, at Landlord’s option, shall have the right to provide
        construction management for and on behalf of Tenant at Tenant’s sole expense
        constituting seven percent (7%) of the alteration’s total cost. All alterations,
        additions or improvements made by Tenant and all fixtures attached to the
        Premises (other than trade fixtures) shall become the property of Landlord
        and
        remain at the Premises or, at Landlord’s option, after written notice to Tenant,
        given by Landlord at the time of Landlord’s approval to such alteration,
        addition or improvement, any or all of the foregoing which may be designated
        by
        Landlord shall be removed at the cost of Tenant before the expiration or
        sooner
        termination of this Lease and in such event Tenant shall repair all damage
        to
        the Premises caused by the installation or removal. Notwithstanding anything
        in
        this Lease, unless otherwise requested by Landlord in writing, Tenant shall
        remove all Direct Tenant Work (defined at Article 8(b) hereof) and shall
        repair
        all damage to the Premises caused by the installation or removal of such
        Direct
        Tenant Work. Tenant shall not erect or place, or cause or allow to be erected
        or
        placed, any sign, advertising matter, lettering, stand, booth, showcase or
        other
        article or matter in or upon the Premises and/or the building of which the
        Premises are a part, without the prior written consent of Landlord. Landlord
        approves the Tenant’s lobby signage depicted in the Tenant Construction Plans.
        Tenant shall not place weights anywhere beyond the safe carrying capacity
        of the
        structure.
 
 10.**Rules and Regulations.**
 
 The
        rules
        and regulations attached to this Lease, and such additions or modifications
        thereof as may from time to time be made by Landlord upon written notice
        to
        Tenant, shall be deemed a part of this Lease, as conditions, with the same
        effect as though written herein, and Tenant also covenants that said rules
        and
        regulations will be faithfully observed by Tenant, Tenant’s employees, and all
        those visiting the Premises or claiming under Tenant.
 
 11.**Fire or Other Casualty.**
 
 If,
        during the term of this Lease, or any renewal or extension thereof, the Building
        is so damaged by fire or other casualty that the Premises are rendered unfit
        for
        occupancy (whether or not the Premises are damaged), then, at Landlord’s option,
        the Term of this Lease upon written notice from Landlord given within thirty
        (30) days after the occurrence of such damage, shall terminate as of the
        date of
        the occurrence of such damage. In such case, Tenant shall pay the rent
        apportioned to the time of such termination and Landlord may enter upon and
        repossess the Premises without further notice. If Landlord does not elect
        to
        terminate the Term of this Lease, Landlord, subject to reasonable delays
        for
        insurance adjustments and to delays caused by matters beyond Landlord’s
        reasonable control, will repair whatever portion, if any, of the Premises
        or of
        the Building serving the Premises which may have been damaged and Landlord
        may
        enter and possess the Premises for that purpose; while the Tenant is deprived
        of
        the Premises or while the Premises is unfit for occupancy, the Fixed Rent
        and
        all additional rent shall be abated in proportion to the number of square
        feet
        of the Premises rendered untenantable. If the Premises or the Building shall
        be
        damaged so that such damage does not render the Premises unfit for occupancy,
        Landlord will repair whatever portion, if any, of the Premises or of the
        Building serving the Premises which may have been damaged and Tenant will
        continue in possession and rent will not be apportioned or abated.
        Notwithstanding any other provisions of this Article 11, (a) Landlord shall
        have
        no duty to repair or replace any personal property, or any of Tenant’s fixtures
        or equipment or any alterations, improvements or decorations made by Tenant,
        or
        any Direct Tenant Work but shall be required to repair or replace the work
        shown
        on the Tenant Construction Plans and Standard Tenant Work, (b) Landlord shall
        have no liability to Tenant for, and Tenant shall not be entitled to terminate
        this Lease by virtue of, any delays in completion of repairs, provided, however,
        if Landlord shall fail to complete repairs within thirty (30) days of any
        date
        agreed to by Landlord for the completion of repairs (subject however to the
        right of Landlord to postpone such date due to delays constituting force
        majeure), Tenant may terminate this Lease, and (c) either Landlord or Tenant
        shall have the right to terminate this Lease upon giving written notice to
        the
        other party at any time within thirty (30) days after the date of the damage
        if
        the Premises is damaged by fire or other casualty during the last six (6)
        months
        of the Term unless Tenant exercises the Renewal Option (as hereinafter defined).
        Following a casualty Landlord shall advise Tenant within thirty (30) days
        of its
        occurrence as to Landlord’s estimate of the time period which will be required
        to restore the Premises. If such estimated period exceeds one hundred eighty
        (180) days, Tenant shall have the right to terminate this Lease effective
        as of
        the date of the occurrence of the casualty so long as Tenant provides Landlord
        with written notice of termination within thirty (30) days of Tenant’s receipt
        of Landlord’s time estimate.
  16
  12.**Landlord’s Right to Enter.**
 
 Tenant
        will permit Landlord, Landlord’s agents or employees or any other person or
        persons authorized in writing by Landlord:
 
 (a)
        to
        inspect the Premises at any time,
 
 (b)
        to
        enter the Premises if Landlord shall so elect for making alterations,
        improvements or repairs to the Building or for any purpose in connection
        with
        the operation or maintenance of the Building, and
 
 (c)
        to
        enter and exhibit the Premises to be let.
 
 No
        such
        entry shall cause undue deprivation or interference with Tenant’s use and
        possession of the Premises. Any entry by Landlord other than in an emergency
        shall require reasonable prior notice to Tenant and, at Tenant’s option, be with
        the accompaniment of a representative of Tenant.
  17
  13.**Insurance.**
 
 (a)
        Tenant will not do or commit any act or thing, or suffer or permit any act
        or
        thing to be done or committed, as a result of which any policy of insurance
        of
        any kind on or in connection with the Property shall become void or suspended,
        due to the insurance risk on the Building or any other portion of the Property
        being (in the opinion of the insuring companies) be rendered more hazardous
        (e.g., through Tenant’s improper storage of hazardous materials at the
        Premises). Tenant shall pay as additional rent the amount of any increase
        of
        premiums for such insurance, resulting from any breach of this
        covenant.
 
 (b)
        Tenant shall maintain throughout the Term, at Tenant’s expense, insurance
        against loss or liability in connection with bodily injury, death, property
        damage and destruction, in or upon the Premises or the remainder of the
        Property, and arising out of the use of all or any portion of the same by
        Tenant
        or its agents, employees, officers, invitees, visitors and guests, under
        policies of general public liability or commercial general liability insurance
        having such limits as to each as may be reasonably required by Landlord from
        time to time, but in any event of not less than Three Million Dollars
        ($3,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00)
        annual
        aggregate; and, without limitation of the foregoing, within thirty (30) days
        after Landlord’s request, Tenant shall have such annual aggregate increased (by
        the same or different policies) to such amount as Landlord may reasonably
        request by reason of occurrences during any policy year. All liability policies
        shall name as additional insureds Landlord and Landlord’s mortgagees and (at
        Landlord’s or any such mortgagee’s request) any landlord of or installment
        seller to Landlord, and any other person or entity designated by Landlord
        or
        such mortgagee, shall provide that they shall not be modified or canceled
        without at least thirty (30) days prior written notice to Landlord and any
        other
        party designated as aforesaid and shall be issued by insurers of recognized
        responsibility licensed to do business in Pennsylvania. Copies of all such
        policies certified by the insurers to be true and complete shall be supplied
        to
        Landlord and such mortgagees, paramount lessors and installment sellers at
        all
        times.
 
 (c)
        Landlord shall maintain throughout the Term so-called all-risk or fire and
        extended coverage insurance upon the Building and commercial general liability
        insurance. The cost of the premiums for such insurance and of any endorsements
        thereto shall be deemed, for purposes of Article 4 of this Lease, to be part
        of
        the costs of operating and maintaining the Property.
 
 (d)
        Notwithstanding anything in this Lease to the contrary, each party hereto
        hereby
        releases the other party, its agents, directors, officers, shareholders and
        employees to the extent of the releasing party’s actual recovery under its
        insurance policies, from any and all liability for any loss or damage which
        may
        be inflicted upon the property of such party, notwithstanding that such loss
        or
        damage shall have arisen out of the negligent or intentionally tortious act
        or
        omission of the other party, its agents, directors, officers, shareholders
        or
        employees, provided, however, that this release shall be effective only with
        respect to loss or damage occurring during such times as the appropriate
        policy
        of insurance of the party so releasing shall contain a clause to the effect
        that
        such release shall not affect the said policy or the right of the insured
        to
        recover thereunder; each party hereto shall cause such a clause to be included
        in its said policies.
  18
  14.**Repairs and Condition of Premises.**
 
 At
        the
        expiration or other termination of this Lease, Tenant shall leave the Premises,
        and during the Term will keep the same, in good order and condition, ordinary
        wear and tear, damage by fire or other casualty and repairs to be performed
        by
        Landlord under Article l6(a)(v) of this Lease alone excepted; for that purpose
        and, except as stated in this Lease, Tenant will make all necessary repairs
        and
        replacements. Tenant will use every reasonable precaution against fire and
        will
        give Landlord prompt notice of any damage to or accident upon the Premises.
        Tenant will also at all times, subject to Article l6(a)(iv) of this Lease,
        remove all dirt, rubbish, waste and refuse from the Premises and at the
        expiration or sooner termination of the Term will also have had removed all
        its
        property therefrom, to the end that Landlord may again have and repossess
        the
        Premises. Any of Tenant’s property remaining on the Premises on the date of the
        expiration or termination of the Term shall be deemed abandoned by Tenant
        and
        may be removed and disposed of in such manner as Landlord may, at its sole
        discretion, determine, and Tenant shall reimburse Landlord, upon demand,
        for the
        cost of such removal and disposal, plus ten percent (10%) for
        overhead.
 
 15.**Compliance with Law.**
 
 Tenant
        shall comply promptly with all laws and ordinances, including, without
        limitation, the Americans With Disabilities Act, and all notices, requirements,
        orders, regulations and recommendations (whatever the nature thereof maybe)
        of
        any and all the federal, state, county or municipal authorities or of the
        Board
        of Fire Underwriters or any insurance organizations, associations or companies,
        with respect to the Premises and Tenant’s use thereof; Tenant also agrees that
        it shall not knowingly do or commit any act or thing, or suffer to be done
        or
        committed any act or thing anywhere on the Property contrary to any of the
        laws,
        ordinances, notices, requirements, orders, regulations and recommendations
        hereinabove referred to in this Article. Landlord shall be responsible to
        comply
        with all laws and ordinances, including the Americans with Disabilities Act,
        with respect to the common areas and facilities in the Building and/or on
        the
        Land.
 
 16.**Services.**
 
 (a)
        Landlord agrees that it shall:
 
 (i) HYAC .
        Furnish
        heat, ventilation and air conditioning to the Premises, on a 24/7 basis with
        Tenant’s electric usage to be sub-metered and Tenant to pay for its electric
        usage at Landlord’s actual cost without mark-up (but with Landlord possessing
        the right to recover its administrative costs applicable thereto as set forth
        in
        Article 4(d)(ii)); the air conditioning and heating systems intended to service
        the Premises have been designed to maintain the inside temperatures set forth
        in
        Paragraph C of Exhibit “E” hereto; Landlord shall not be responsible for the
        failure of the air conditioning system to meet the aforesaid performance
        specifications if such failure results from the occupancy of the Premises
        in
        excess of that set forth in Paragraph C of Exhibit “E” or if Tenant installs and
        operates machines and appliances, the installed electrical load of which,
        when
        combined with the load of all lighting fixtures, exceeds the number of watts
        per
        square foot of floor area set forth in said Paragraph C; if the Premises
        are
        used in a manner exceeding the aforementioned occupancy and electric load
        criteria, Tenant shall pay to Landlord, promptly upon billing, Landlord’s costs
        of supplying air conditioning resulting from such excess, at such rates as
        Landlord shall establish therefor; if due to use of the Premises in a manner
        exceeding the aforementioned occupancy and electrical load criteria, or due
        to
        rearrangement of partitioning after the initial preparation of the Premises,
        interference with normal operation of the heating, ventilating or air
        conditioning in the Premises results, necessitating changes in the system
        servicing the Premises, such changes may be made by Landlord upon request
        by
        Tenant at Tenant’s sole cost and expense, subject to the provisions of section
        (b) of this Article 16. Absent one of the conditions specified in the
        immediately preceding sentence, Landlord shall be responsible to rectify
        a
        failure of the air conditioning system serving the Premises to meet the
        performance specifications set forth in this Article 16(a)(i). Tenant agrees
        at
        all times to cooperate fully with Landlord and to abide by all of the
        regulations and requirements which Landlord may prescribe for the proper
        functioning and protection of the said heating, ventilating and air conditioning
        system; the foregoing heating, ventilating and air conditioning services
        shall
        be subject to any statute, ordinance, rule, regulation, resolution or
        recommendation for energy conservation which may be promulgated by any
        governmental agency or organization and which Landlord in good faith may
        elect
        to abide by or shall be required to abide by;
  19
  (ii) Elevators .
        Provide
        passenger elevator service to the Premises during all working days (Saturday,
        Sunday and holidays excepted) from 8:00 AM to 6:00 PM, with one (1) elevator
        subject to call at all other times;
 
 (iii) Access .
        Furnish
        to Tenant’s employees and agents access to the Premises at all times, subject to
        compliance with such security measures as shall be in effect which shall
        include
        a card access security system for the Building;
 
 (iv) Janitorial .
        Provide
        to the Premises on each business day janitorial service in accordance with
        the
        schedule annexed hereto as Exhibit “F”; any and all additional or specialized
        janitorial service desired by Tenant shall be contracted for by Tenant directly
        with Landlord’s janitorial agent and the cost and payment thereof shall be and
        remain the sole responsibility of Tenant; no trash removal services will
        be
        provided by Landlord for the removal of trash or refuse of a character or
        quantity not customary for normal office users, unless Tenant shall first
        agree
        to the payment of Landlord’s cost thereof;
 
 (v) Repairs .
        Make
        all structural and non-structural repairs to the Building, all repairs which
        may
        be needed to the mechanical, HVAC, electrical and plumbing systems in and
        servicing the Premises (excluding repairs to any non-building standard fixtures
        or other improvements installed or made by or at the request of Tenant requiring
        maintenance of a type or nature not customarily provided by Landlord to office
        lessees of the Building), and all repairs to exterior windows and glass
        (including caulking and weatherstripping); in the event that any repair is
        required by reason of the negligence or abuse of Tenant or of its agents,
        employees, invitees or of any other person using the Premises with Tenant’s
        consent, express or implied, Landlord may make such repair and the cost thereof,
        plus ten percent (10%) of such cost for Landlord’s overhead, shall be paid by
        Tenant to Landlord within fifteen (15) business days after demand, unless
        Landlord shall have actually recovered or has the right to recover such cost
        through insurance proceeds. Landlord shall keep and maintain the Building
        in a
        manner consistent with Comparable Buildings throughout the Term and the Renewal
        Term.
  20
  (vi) Water .
        Provide
        hot and cold water, for drinking, lavatory, toilet and ordinary cleaning
        purposes, at each floor;
 
 (vii) Public
        Areas .
        Keep
        and maintain the public areas and facilities of the Building clean and in
        good
        working order, and the sidewalks and parking areas adjoining the Building
        in
        good repair and free from accumulations of snow and ice, and maintain all
        landscaped areas in a manner consistent with Comparable Buildings.
 
 (viii) Electricity .
        Furnish
        to Tenant electric energy as required by Tenant but in no event exceeding
        the
        number of watts per square foot set forth in Paragraph B 1 of Exhibit “E” hereto
        for the use of Tenant in the Premises; Landlord shall install and maintain
        such
        meters as Landlord shall deem necessary to measure, respectively, the
        consumption by Tenant and each other tenant of the Building of electric energy
        in the respective areas of the Building leased to tenants; Landlord shall
        not be
        liable in any way to Tenant for failure or defect in the supply or character
        of
        electric energy furnished to the Premises or to the Building by reason of
        any
        requirement, act or omission of the public utility serving the Building with
        electricity or for any other reason whatsoever not attributable to Landlord;
        Tenant agrees, to the extent, if any, in the future required by the Pennsylvania
        Public Utility Commission or federal or state law as a necessary condition
        to
        the supply of electric energy to the Premises, to become an individually
        metered
        customer of such public utility, in which event, upon receipt of each bill
        to
        Tenant from such public utility for electric service to the Premises, Tenant
        shall pay directly to the public utility company the amount of such bill;
        Landlord shall famish and install all replacement tubes, lamps, bulbs and
        ballasts required in the Premises, at Tenant’s expense; Tenant’s use of electric
        energy in the Premises shall not at any time exceed the capacity of any of
        the
        electrical conductors and equipment in or otherwise serving the
        Premises.
 
 (ix) Signage .
        Landlord shall provide Tenant with building standard directory and suite
        entrance signage at Landlord’s cost. Any modifications to such signage shall be
        subject to the prior approval of Landlord and Tenant shall be required to
        pay
        all costs related to any such modification.
 
 (b) Special
        Equipment .
        Except
        as shown on the Tenant Construction Plans, Tenant shall not install any
        equipment of any kind or nature whatsoever which would or might necessitate
        any
        changes, replacements or additions to any of the heating, ventilating, air
        conditioning, electric, sanitary, elevator or other systems serving the Premises
        or any other portion of the Building; or to any of the services required
        of
        Landlord under this Lease, without the prior written consent of the Landlord.
        In
        the event that such consent is granted, such replacements, changes or additions
        shall be paid for by Tenant. At the expiration or earlier termination of
        the
        Term, Tenant shall pay to Landlord Landlord’s cost of restoring such systems to
        their condition prior to such replacements, changes or additions provided
        that
        Landlord actually undertakes such restoration.
  21
  (c) Interruption
        of Service .
        In case
        of accident, strikes, inability to obtain supplies, breakdowns, repairs,
        renewals or improvements to the Building or replacement of machinery therein,
        or
        for other cause pertaining to the Building deemed sufficient by Landlord,
        the
        operation of any of the elevators or other machinery or apparatus maybe changed
        or suspended. As to heat, ventilation, air conditioning, cleaning service,
        electricity and elevator service, and any other services, Landlord shall
        not be
        responsible or liable in any way for any failure, interruption or inadequacy
        in
        the quantity or quality of the same where caused by war, civil commotion,
        governmental restrictions, prohibitions or other regulations, strikes, labor
        disturbances, inability to obtain adequate supplies or materials, casualties,
        repairs, replacements, or causes beyond Landlord’s reasonable control whether
        similar or dissimilar to the foregoing. Notwithstanding the foregoing, in
        the
        event of a disruption of service not caused by Tenant that prevents Tenant
        from
        occupying the Premises for its normal business operations and that continues
        for
        more than five (5) consecutive business days, Fixed Rent and additional rent
        due
        for the period thereafter shall abate until the interruption is remedied.
        If
        such interruption shall continue for thirty (30) consecutive days, Tenant
        shall
        have the right to terminate this Lease upon written notice to Landlord if
        provided to Landlord within fifteen (15) business days after the expiration
        of
        such thirty (30) day period.
 
 17.**Notice of Breakage, Fire, Theft.**
 
 Tenant
        shall give to Landlord prompt written notice, but in no event later than
        forty-eight (48) hours after the occurrence in question, of Tenant’s knowledge
        of any
 
 (a)
        accident or breakage or defects in the window glass, wires, plumbing or heating
        ventilating or cooling apparatus, elevators or other apparatus, walls or
        ceiling
        tiles,
 
 (b)
        fire
        or other casualty, or
 
 (c)
        theft.
 
 18.**Release.**
 
 Landlord
        shall not be held responsible for and is hereby expressly relieved from any
        and
        all liability by reason of any injury, loss, or damage to any person or property
        in or about the Premises or the Property due to any cause whatsoever and
        whether
        the loss, injury or damage be to the person or property of Tenant or any
        other
        person, unless due to the negligence of Landlord occurring before or after
        the
        execution of this Lease. Tenant further agrees to indemnify, defend and save
        Landlord harmless from and against all claims by any employee or invitee
        of
        Tenant made on account of such injury, loss or damage (unless caused by the
        negligence of Landlord as aforesaid), including but not limited to reasonable
        attorneys’ fees and other legal expenses.
  22
  
 Tenant
        shall not be held responsible for and is hereby expressly relieved from any
        and
        all liability by reason of any injury, loss or damage to any person or property
        in or about the Building or Land due to any cause whatsoever and whether
        the
        loss, injury or damage be to the person or property of Landlord or any other
        person unless due to the negligence of Tenant occurring before or after the
        execution of this Lease. Landlord further agrees to indemnify, defend and
        save
        Tenant harmless from and against all claims by any employee or invitee of
        Landlord made on account of such injury, loss or damage (unless caused by
        the
        negligence of Tenant aforesaid), including but not limited to, reasonable
        attorney’s fees and other legal expenses.
 
 19.**Mechanics’ and Other Liens.**
 
 (a)
        Tenant covenants that it shall not (and has no authority to) create or allow
        any
        encumbrance against the Premises, the Property, the Building or any part
        of any
        of them or Landlord’s interest therein.
 
 (b)
        Tenant covenants that it shall not suffer or permit to be created, or to
        remain,
        any lien or claim thereof (arising out of any work done or services, material,
        equipment or supplies furnished for or at the request of Tenant or by or
        for any
        contractor or subcontractor of Tenant) which is or may become a lien upon
        the
        Premises, the Property, the Building or any part of any of them or the income
        therefrom or any fixture, equipment or similar property therein.
 
 (c)
        If
        any lien or claim shall be filed, Tenant, within fifteen (15) business days
        after the filing thereof, shall cause the same to be discharged of record
        by
        payment, deposit, bond or otherwise. If Tenant shall fail to cause such lien
        or
        claim to be discharged and removed from record within that period, then,
        without
        obligation to investigate the validity thereof and in addition to any other
        right or remedy Landlord may have, Landlord may, but shall not be obligated
        to,
        contest the lien or claim or discharge it by payment, deposit, bond or
        otherwise; and Landlord shall be entitled, if Landlord so decides, to compel
        the
        prosecution of an action for the foreclosure of such lien by the lienor and
        to
        pay the amount of the judgment in favor of the lienor with interest and costs.
        Any amounts so paid by Landlord and all costs and expenses, including attorneys’
fees, incurred by Landlord in connection therewith, together with interest
        at
        the Lease Interest Rate from the respective dates of Landlord’s making of the
        payment or incurring of the cost or expense, shall constitute additional
        rent
        payable by Tenant under this Lease and shall be paid by Tenant to Landlord
        within fifteen (15) business days after demand.
 
 (d)
        Notwithstanding anything to the contrary in this Lease or in any other writing
        signed by Landlord, neither this Lease nor any other writing signed by Landlord
        shall be construed as evidencing, indicating, or causing an appearance that
        any
        erection, construction, alteration or repair to be done, or caused to be
        done,
        by Tenant is or was in fact for the immediate use and benefit of Landlord.
        Further, notwithstanding anything contained herein to the contrary, nothing
        contained in or contemplated by this Lease shall be deemed or construed in
        any
        way to constitute the consent or request on the part of Landlord for the
        performance of any work or services or the furnishing of any materials for
        which
        any lien could be filed against the Premises or the Building or the Property
        or
        any part of any of them, nor as giving Tenant any right, power, or authority
        to
        contract for or permit the performance of any work or services or the furnishing
        of any materials for which any lien could be filed against the Premises,
        the
        Building, the Property or any part of any of them.
  23
  (e)
        Prior
        to commencement of any work or the delivery of any material to the Premises
        by
        any contractor, subcontractor or materialman engaged by Tenant, Tenant shall
        deliver to the Landlord a waiver of liens (herein called “Waiver
        of Liens”) from each such contractor in form satisfactory to Landlord, bearing a
        stamp from the Prothonotary’s Office in Chester County indicating the timely
        filing of the Waiver of Liens under the Mechanics Lien Law of Pennsylvania.
        The
        Waiver of Liens shall provide, among other things, that the contractor, for
        itself and all subcontractors, materialmen and other persons providing labor,
        services, material or work under Tenant, waives any and all lien rights that
        it
        or any of them may have against Landlord’s interest in the Property or any part
        thereof. Tenant shall file the Waivers of Liens at Tenant’s sole cost and
        expense.
 
 20.**Relocation of Tenant.**
 
 [Intentionally
        Deleted]
  21.**Defaults - Remedies.**
 
 If
        any of
        the following (an “Event of Default”) shall occur:
 
 (a)
        Tenant does not pay in full when due any and all installments of rent
        (whether Fixed Rent or additional rent) or any other charge or payment whether
        or not herein included as rent, and such failure shall continue for a period
        of
        five (5) days following written notice provided, however, Landlord shall
        not be
        obligated to give written notice more frequently than two times during any
        twelve (12) month period;
 
 (b)
        Tenant violates or fails to perform or comply with any non-monetary covenant,
        agreement or condition herein contained within fifteen (15) days after written
        notice from Landlord, provided, however, if the nature of the default is
        one
        that is not susceptible to cure within fifteen (15) days, Tenant shall not
        be in
        default so long as it commences to cure the default within fifteen (15) days
        after written notice from Landlord and thereafter diligently pursues such
        cure
        and completes the same within sixty (60) days after the date of Landlord’s
        notice;
 
 (c)
        Tenant abandons the Premises or removes or attempts to remove Tenant’s property
        therefrom other than in the ordinary course of business without having first
        paid to Landlord in full all rent and charges that may have become due as
        well as all which will become due thereafter provided, however, Tenant may
        vacate the Premises following ten (10) days prior written notice to Landlord
        so
        long as Tenant thereafter continues to observe and fulfill all of its
        obligations under this Lease; or
  24
  (d)
        An
        involuntary case under the federal bankruptcy law as now or hereafter
        constituted is commenced against Tenant or the Guarantor, or under any other
        applicable federal or state bankruptcy, insolvency, reorganization, or other
        similar law, or there is filed against Tenant or a Guarantor a petition seeking
        the appointment of a receiver, liquidator or assignee, custodian, trustee,
        sequestrator (or similar official) of Tenant or a Guarantor of any substantial
        part of Tenant’s or a Guarantor’s property, or seeking the winding-up or
        liquidation of Tenant’s or a Guarantor’s affairs and such involuntary case or
        petition is not dismissed within sixty (60) days after the filing thereof,
        of if
        Tenant or a Guarantor commences a voluntary case or institutes proceedings
        to be
        adjudicated as bankrupt or insolvent or consents to the entry of an order
        for
        relief under the federal bankruptcy laws as now or hereafter constituted,
        or any
        other applicable federal or state bankruptcy or insolvency or other similar
        law,
        or consents to the appointment of or taking possession by a receiver or
        liquidator or assignee, trustee, custodian, sequestrator (or other similar
        official) of Tenant or a Guarantor of any substantial part of Tenant’s or a
        Guarantor’s property, or if Tenant or any Guarantor makes any assignment for the
        benefit of creditors or admits in writing its inability to pay its debts
        generally as they become due or fails to generally pay its debts as they
        become
        due or if Tenant is levied upon and is about to be sold out upon the Premises
        by
        any sheriff, marshall or constable or Tenant or its stockholders or Board
        of
        Directors or any committee thereof takes any action in contemplation,
        preparation or furtherance of or for any of the foregoing, or, if Tenant
        or any
        Guarantor is a corporation and is dissolved or liquidated,
 
 Then,
        and
        in any such event, at the sole option of Landlord,
 
 (i)
        The
        whole balance of rent and all other sums payable hereunder for the entire
        balance of the term of this Lease, herein reserved or agreed to be paid by
        Tenant, or any part of such rent, charges and other sums, shall be taken
        to be
        due and payable from Tenant and in arrears as if by the terms of this Lease
        said
        balance of rent, charges and other sums and expenses were on that date payable
        in advance; and/or
 
 (ii)
        Landlord may terminate this Lease by written notice to Tenant. If Landlord
        elects to terminate this Lease, Landlord, in addition to Landlord’s other
        remedies, may recover from Tenant a judgment for damages equal to the sum
        of the
        following:
 
 (A)
        the
        unpaid rent and other sums which became due up to the time of such termination
        plus interest from the dates such rent and other sums were due to the date
        of
        the judgment at the Lease Interest Rate; plus
 
 (B)
        the
        present value at the time of judgment of the amount by which the unpaid rent
        and
        other sums which would have become due (had this Lease not been terminated)
        after termination until the date of the judgment exceeds the amount of loss
        of
        such rental and other sums Tenant proves could have been reasonably avoided;
        plus
 
 (C)
        the
        amount (as discounted at the rate of six percent (6%) per annum) by which
        the
        unpaid rent and other sums which would have become due (had this Lease not
        been
        terminated) for the balance of the term after the date of judgment exceeds
        the
        amount of loss of such rental and other sums that Tenant proves could have
        been
        reasonably avoided; plus
 
  25
  (D)
        any
        other amount necessary to compensate Landlord for all the detriment proximately
        caused by Tenant’s failure to perform its obligations under this Lease or which
        in the ordinary course would be likely to result therefrom including, without
        limitation, the cost of repairing the Premises and reasonable attorneys fees;
        plus
 
 (E)
        at
        Landlord’s
        election, such other amounts in addition to or in lieu of the foregoing as
        may
        be permitted by applicable law.
 
 As
        used
        in the foregoing clause (B), the “present value at the time of judgment” shall
        be computed by adding to the rent past due or which would have become due
        interest at the Lease Interest Rate from the dates such rent was or would
        have
        become due to the date of the judgment; and/or
 
 (iii)
        Landlord may terminate Tenant’s right of possession and may reenter and
        repossess the Premises by legal proceedings, without terminating this Lease.
        After reentry or retaking or recovering of the Premises, whether by termination
        of this Lease or not, Landlord may, but shall be under no obligation to,
        make
        such alterations and repairs, as Landlord may deem then necessary or advisable
        and relet the Premises or any part or parts thereof, either in Landlord’s name
        or otherwise, for a term or terms which may at Landlord’s option be less than or
        exceed the period which otherwise would have constituted the balance of the
        term
        of this Lease and at such rent or rents and upon such other terms and conditions
        as in Landlord’s sole discretion may seem advisable and to such person or
        persons as may in Landlord’s sole discretion seem best; and whether or not the
        Premises are relet, Tenant shall be liable for any loss, for such period
        as is
        or would have been the balance of the term of this Lease, of rent and all
        other
        sums payable under this Lease, plus the cost and expenses of reletting and
        of
        redecorating, remodeling or making repairs and alterations to the Premises
        for
        the purpose or reletting, the amount of such liability to be computed monthly
        and to be paid by Tenant to Landlord from time to time upon demand. Landlord
        shall in no event be liable for, nor shall any damages or other sums to be
        paid
        by Tenant to Landlord be reduced by, failure to relet the Premises or failure
        to
        collect the rent or other sums from any reletting. Tenant shall not be entitled
        to any rents or other sums received by Landlord in excess of those provided
        for
        in this Lease. Tenant agrees that Landlord may file suit to recover any rent
        and
        other sums falling due under the terms of this Article from time to time
        and
        that no suit or recovery of any amount due hereunder to Landlord shall be
        any
        defense to any subsequent action brought for any other amount due hereunder
        to
        Landlord. Tenant, for Tenant and Tenant’s successors and assigns, hereby
        irrevocably constitutes and appoints Landlord, as Tenant’s and their agent to
        collect the rents due or to become due under all subleases of the Premises
        or
        any parts thereof following the occurrence of an Event of Default without
        in any
        way affecting Tenant’s obligation to pay any unpaid balance of rent or any other
        sum due or to become due hereunder. Notwithstanding any reletting without
        termination, Landlord may at any time thereafter elect to terminate this
        Lease
        for Tenant’s previous breach.
 
 Whenever
        Landlord shall have the right to reenter the Premises, it shall have the
        right
        to remove all persons and property from the Premises and either treat such
        property as abandoned or at Landlord’s option store it in a public warehouse or
        elsewhere at the cost of and for the account of Tenant pursuant to appropriate
        legal process, unless Tenant has abandoned the Premises, and without being
        deemed guilty of trespass, or becoming liable for any loss or damage which
        may
        be occasioned thereby.
  26
  Tenant
        waives the right to any notice to remove as may be specified in the Landlord
        and
        Tenant Act of Pennsylvania, Act of April 6, 1951, as amended, or any similar
        or
        successor provision of law.
 
 For
        the
        purposes of computing “the whole balance of rent and all other sums payable
        hereunder for the entire balance of the term of this Lease,” “the unpaid rent
        and other sums which would have become due (had this Lease not been terminated)
        after termination until the date of the judgment” and “the unpaid rent and other
        sums which would have become due (had this Lease not been terminated) for
        the
        balance of the term after the date of judgment,” as such quoted or any similar
        phrases are used in this Article 21, the amounts of additional rents which
        would
        have been due per year under this Lease shall be such amounts as Landlord
        shall
        reasonably estimate to be the per annum rates of additional rent for the
        calendar year during which this Lease was terminated or during which rent
        was
        accelerated.
 
 The
        parties recognize that no adequate remedy at law may exist for a breach of
        Articles 6, 7 and 10 hereof. Accordingly, Landlord may obtain specific
        performance of any provision of Articles 6, 7 and 10 hereof. Neither such
        right
        nor its exercise shall limit any other remedies which Landlord may have against
        Tenant for a breach of such Articles, including, without limitation, all
        remedies available under this Article 21. The reference herein to specific
        performance in connection with Articles 6,7 and 10 shall not preclude the
        availability of specific performance, in any appropriate case, for the breach
        or
        threatened breach of any other provision of this Lease.
 
 In
        addition to other remedies available to Landlord herein, Landlord may (but
        shall
        not be obligated to do so), cure any default on behalf of Tenant following
        the
        occurrence of an Event of Default, and Tenant shall reimburse Landlord upon
        demand for all costs incurred by Landlord in curing such default, including,
        without limitation, reasonable attorneys’ fees and other legal expenses,
        together with interest thereon at the Lease Interest Rate, which costs and
        interest thereon shall be deemed additional rent hereunder.
 
 Notwithstanding
        anything to the contrary contained herein, neither party shall be liable
        for
        indirect, consequential, exemplary or punitive damages. Landlord hereby waives
        any lien or right of distress or distraint, security interest or Landlord’s lien
        with respect to any property of Tenant within the Premises.
 
 Also
        in
        addition to, and not in lieu of any of the foregoing rights granted to
        Landlord;
 
 ***WHEN
        THIS LEASE OR TENANT’S RIGHT OF POSSESSION SHALL BE TERMINATED BY COVENANT OR
        CONDITION BROKEN, OR FOR ANY OTHER REASON, EITHER DURING THE TERM OF THIS
        LEASE,
        AND ALSO WHEN AND AS SOON AS SUCH TERM SHALL HAVE EXPIRED OR BEEN TERMINATED,
        TENANT HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR ANY COURT
        OF
        RECORD AS ATTORNEY FOR TENANT AND ANY PERSONS CLAIMING THROUGH OR UNDER TENANT
        TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING
        THROUGH
        OR UNDER TENANT FOR THE RECOVERY BY LANDLORD OF POSSESSION OF THE PREMISES,
        FOR
        WHICH THIS LEASE SHALL BE SUFFICIENT WARRANT, WHEREUPON, IF LANDLORD SO DESIRES,
        A WRIT OF EXECUTION OR OF POSSESSION MAY ISSUE FORTHWITH, WITHOUT ANY PRIOR
        WRIT
        OR PROCEEDINGS WHATSOEVER, AND PROVIDED THAT IF FOR ANY REASON AFTER SUCH
        ACTION
        SHALL HAVE BEEN COMMENCED THE SAME SHALL BE DETERMINED, CANCELED OR SUSPENDED
        AND POSSESSION OF THE PREMISES HEREBY DEMISED REMAIN IN OR BE RESTORED TO
        TENANT
        OR ANY PERSON CLAIMING THROUGH OR UNDER TENANT, LANDLORD SHALL HAVE THE RIGHT,
        UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS, OR UPON ANY SUBSEQUENT TERMINATION
        OR
        EXPIRATION OF THIS LEASE OR ANY RENEWAL OR EXTENSION HEREOF, OR OF TENANT’S
        RIGHT OF POSSESSION, AS HEREINBEFORE SET FORTH, TO CONFESS JUDGMENT IN EJECTMENT
        AS HEREINBEFORE SET FORTH ONE OR MORE ADDITIONAL TIMES TO RECOVER POSSESSION
        OF
        THE SAID PREMISES.***
  27
  ***IN
        ANY ACTION OF OR FOR EJECTMENT, IF LANDLORD SHALL FIRST CAUSE TO BE FILED
        IN
        SUCH ACTION AN AFFIDAVIT MADE BY IT OR SOMEONE ACTING FOR IT SETTING FORTH
        THE
        FACTS NECESSARY TO AUTHORIZE THE ENTRY OF JUDGMENT, SUCH AFFIDAVIT SHALL
        BE
        CONCLUSIVE EVIDENCE OF SUCH FACTS; AND IF A TRUE COPY OF THIS LEASE (AND
        OF THE
        TRUTH OF THE COPY SUCH AFFIDAVIT SHALL BE SUFFICIENT EVIDENCE) BE FILED IN
        SUCH
        ACTION, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL AS A WARRANT OF ATTORNEY,
        ANY RULE OF COURT, CUSTOM OR PRACTICE TO THE CONTRARY NOTWITHSTANDING. TENANT
        RELEASES TO LANDLORD, AND TO ANY AND ALL ATTORNEYS WHO MAY APPEAR FOR TENANT,
        ALL PROCEDURAL ERRORS INANY PROCEEDINGS TAKEN BY LANDLORD, WHETHER BY VIRTUE
        OF
        THE WARRANTS OF ATTORNEY CONTAINED IN THIS LEASE OR NOT AND ALL LIABILITY
        THEREFOR.***
 
 As
        used
        in this Article 21, the “term” shall include the Term of this Lease and any
        renewals or extensions thereof to which Tenant shall have become
        bound.
 
 22.**Remedies Cumulative.**
 
 All
        remedies available to Landlord under this Lease and at law and in equity
        shall
        be cumulative and concurrent. No termination of this Lease or taking or
        recovering possession of the Premises shall deprive Landlord of any remedies
        or
        actions against Tenant for rent, for charges or for damages for the breach
        of
        any covenant or condition herein contained, nor shall the bringing of any
        such
        action for rent, charges or breach of covenant or condition, nor the resort
        to
        any other remedy or right for the recovery of rent, charges or demands for
        such
        breach be construed as a waiver or release of the right to insist upon the
        forfeiture and to obtain possession. No reentering or taking possession of
        the
        Premises, or making of repairs, alterations or improvements thereto, or
        reletting thereof, shall be construed as an election on the part of Landlord
        to
        terminate this Lease unless written notice of such intention be given by
        Landlord to Tenant. The failure of Landlord to insist upon strict and/or
        prompt
        performance of the terms, agreements, covenants and conditions of this Lease
        or
        any of them, and/or the acceptance of such performance thereafter shall not
        constitute or be construed as a waiver of Landlord’s right to thereafter enforce
        the same strictly according to the tenor thereof in the event of a continuing
        or
        subsequent default.
  28
  23.**Excepted from Premises.**
 
 In
        the
        event that Exhibits “A” or “D” show as being within the Premises, hallways,
        passageways, stairways, elevators, or other means of access to and from the
        Premises or the upper and lower portions of the Building, the space occupied
        by
        the said hallways, passageways, stairways, elevators and other means of access,
        although within the Premises as described hereinabove, shall be taken to
        be
        excepted therefrom and reserved to Landlord or to the other lessees of the
        Building and the same shall not be considered a portion of the Premises,
        but
        shall be available to Tenant in common with Landlord and other Building
        occupants. All ducts, pipes, wires or other equipment used in the operation
        of
        the Building, or any part thereof, and any space occupied thereby, whether
        or
        not within the Premises as described hereinabove, shall likewise be excepted
        and
        reserved from the Premises, and Tenant shall not remove or tamper with or
        use
        the same and will permit Landlord to enter the Premises to service, replace,
        remove or repair the same subject to the terms of this Lease.
 
 24.**Lease Subordinated.**
 
 (a)
        This
        Lease shall be subject and subordinate at all times to the lien of any mortgage,
        deed of trust, ground lease, installment sale agreement and/or other instrument
        or encumbrance heretofore or hereafter placed upon any or all of Landlord’s
        interest or estate in the Premises or the remainder of the Property and of
        all
        renewals, modifications, consolidations, replacements and extensions thereof
        (all of which are hereinafter referred to collectively as a “mortgage”),
        all automatically and without the necessity of any further action on the
        part of
        the Tenant to effectuate such subordination. The Tenant shall, at the request
        of
        the holder of any such mortgage, attorn to such holder, and shall execute,
        enseal, acknowledge and deliver, upon demand by the Landlord or such holder,
        such further instrument or instruments evidencing such subordination of the
        Tenant’s right, title and interest under this Lease to the lien of any such
        mortgage, and such further instrument or instruments evidencing and elaborating
        such attornment, as shall be desired by such holder.
 
 (b)
        Anything contained in the foregoing provisions of this Article to the contrary
        notwithstanding, any such holder may at any time subordinate its mortgage
        to the
        operation and effect of this Lease, without the necessity of obtaining the
        Tenant’s consent thereto, by giving notice of the same in writing to the Tenant,
        and thereupon this Lease shall be deemed to be prior to such mortgage without
        regard to their respective dates of execution, delivery and/or recordation,
        and
        in that event such holder shall have the same rights with respect to this
        Lease
        as though this Lease shall have been executed, delivered and recorded prior
        to
        the execution and delivery of such mortgage.
  29
  25.**Condemnation.**
 
 (a)
        If
        the whole or a substantial part of the Building shall be taken or condemned
        for
        any period of time in excess of one hundred twenty (120) days for a public
        or
        quasi-public use under any statute or by right of eminent domain or private
        purchase in lieu thereof by any competent authority, Tenant shall have no
        claim
        against Landlord and shall not have any claim or right to any portion of
        the
        amount that may be awarded as damages or paid as a result of any such
        condemnation or purchase including, without limit, any right of Tenant to
        damages for loss of its leasehold; all right of Tenant to damages therefor
        are
        hereby assigned by Tenant to Landlord. The foregoing shall not, however,
        deprive
        Tenant of any separate award for moving expenses, business dislocation damages
        or for any other award which would not reduce the award payable to Landlord.
        Upon the date the right to possession shall vest in the condenming authority,
        this Lease shall cease and terminate with rent adjusted to such date and
        Tenant
        shall have no claim against Landlord for the value of any unexpired term
        of this
        Lease.
 
 (b)
        In
        the event of any temporary eminent domain taking (i.e., for one hundred twenty
        (120) days or less) of the Premises or any part thereof for temporary use,
        this
        Lease shall not be affected in any manner, the Term shall not be reduced,
        and
        the Tenant’s
        Fixed Rent and additional rent shall abate and Landlord shall be entitled
        to
        receive for itself such portion of any eminent domain award made for such
        temporary use with respect to the period of the taking which is within the
        Term.
 
 26.**Paramount Lease.**
 
 If
        Landlord is or becomes lessee or installment purchaser of the Premises or
        of the
        premises of which the Premises are a part, then Tenant agrees that Tenant
        takes
        possession subordinate to the interest of Landlord’s lessor or installment
        seller, its successors and assigns, but notwithstanding the foregoing, in
        case
        Landlord’s tenancy or interest as installment purchaser shall terminate either
        by expiration, forfeiture or otherwise, then Landlord’s lessor or installment
        seller, its heirs, administrators, executors, successors and assigns, shall
        have
        all the rights of Landlord under this Lease, following such termination.
        In the
        event of any such termination of Landlord’s tenancy or interest as installment
        purchaser, Tenant hereby agrees to attorn to Landlord’s lessor, its heirs,
        administrators, executors, successors and assigns, and to recognize such
        lessor
        or installment seller, its heirs, administrators, executors, successors and
        assigns, as Tenant’s Landlord for the balance of the term of this Lease and any
        extensions or renewals of this Lease. Tenant shall execute, enseal, acknowledge
        and deliver, upon demand by Landlord or Landlord’s lessor or installment seller,
        such further instrument or instruments evidencing such subordination of Tenant’s
        right, title and interest under this Lease to the interests of such lessor
        or
        installment seller and such further instrument or instruments of attornment,
        as
        shall be desired by such lessor or installment seller.
  30
  27.**Notices.**
 
 (a)
        Each
        notice, demand, request or other communication required or permitted under
        the
        terms of this Lease shall be in writing and, unless and until otherwise
        specified in a written notice by the party to receive it, shall be sent to
        the
        parties at the following respective addresses:
 
 If
        intended for Tenant prior to Commencement Date:
 
 1055
        Westlakes Drive
 Berwyn,
        PA 19312
 
 with
        a required copy to:
 
 YM
        BioSciences, Inc.
 5045
        Orbitor Drive
 Building
        11, Suite 400
 Mississauga,
        Ontario L4W 4Y4
 
 with
        a required copy to:
 
 Sonia
        M. Yung, Esquire
 Heenan
        Blaikie LLP
 Suite
        2600, Royal Bank Plaza
 200
        Bay Street, South Tower
 Toronto,
        On M5J 2J4
 
 If
        intended for Tenant after Commencement
        Date:
  Suites
        200-220
 701
        Lee Road
 Chesterbrook
        Corporate Center ®
 Wayne,
        PA 19087
 
 with
        a
        required copy to:
 
 YM
        BioSciences, Inc.
 5045
        Orbitor Drive
 Building
        11, Suite 400
 Mississauga,
        Ontario L4W 4Y4
 
 with
        a
        required copy to:
 
 Sonia
        M. Yung, Esquire
 Heenan
        Blaikie LLP
 Suite
        2600, Royal Bank Plaza
 200
          Bay Street, South Tower
 Toronto,
          On M5J 214   31
 
 If
        intended for Landlord:
 
 Chesterbrook
        Partners, LP
 955
        Chesterbrook Boulevard
 Suite
        120
 Chesterbrook,
        PA 19087-5615
 Attention:
        Property Manager
 
 with
        a
        required copy to:
 
 Chesterbrook
        Partners, LP
 One
        Pitcairn Plaza
 165
        Township Line Road
 Jenkintown,
        PA 19046
 Attn:
        Director of Property
        Management
 
 with
        a
        required copy to:
 
 Spector
        Gadon & Rosen, P.C.
 1635
        Market Street
 7th
        Floor
 Philadelphia,
        PA 19103
 Attention:
        Richard L. Canel, Jr.,
        Esquire
 
 Notices
        may be given on behalf of any party by its legal counsel.
 
 (b)
        Each
        such notice, demand, request or other communication shall be deemed to have
        been
        properly given for all purposes if (i) hand delivered, or (ii) mailed by
        registered or certified mail of the United States Postal Service, return
        receipt
        requested, postage prepaid, or (iii) delivered to a nationally recognized
        overnight courier service for next business day (or sooner) delivery,
        or
 
 (c)
        Each
        such notice, demand, request or other communication shall be deemed to have
        been
        received by its addressee, and to have been effectively given, upon the earlier
        of (i) actual delivery, (ii) refusal of acceptance at the proper address,
        or
        (iii) three (3) business days after deposit thereof at any main or branch
        United
        States post office, if sent, in accordance with clause (ii) of subsection
        (b) of
        this Article and (iv) one (1) business day after delivery to the courier,
        if
        sent pursuant to clause (iii) of subsection (b) of this Article.
 
 28.**Definition of “the Landlord”.**
 
 The
        word
“Landlord” is used herein to include the Landlord named above and any subsequent
        owner of such Landlord’s interest in the Building in which the Premises are
        located, as well as their respective heirs, personal representatives, successors
        and assigns, each of whom shall have the same rights, remedies, powers,
        authorities and privileges as it would have had had it originally signed
        this
        Lease as Landlord, including the right to proceed in its own name to enter
        judgment by confession or otherwise, but any such person, whether or not
        named
        herein, shall have no liability hereunder after it ceases to hold such interest.
        Neither Landlord nor any principal of or partner in Landlord, whether disclosed
        or undisclosed, shall be under any personal liability with respect to any
        of the
        provisions of this Lease and if Landlord shall default in the performance
        of
        Landlord’s obligations under this Lease or otherwise, Tenant shall look solely
        to the equity of Landlord in its interest in the Property, and the rents,
        issues, profits and proceeds, including insurance and condemnation proceeds,
        thereof, for the satisfaction of Tenant’s remedies. It is expressly understood
        and agreed that Landlord’s liability under the terms, covenants, conditions,
        warranties and obligations of this Lease shall in no event exceed the loss
        of
        Landlord’s equity in its interest in the Property and the rents, issues, profits
        and proceeds, including insurance and condemnation proceeds,
        thereof.
  32
  29.**Definition of “the Tenant”.**
 
 As
        used
        herein, the term “Tenant” shall be deemed to refer to the entity hereinabove
        named as such and to such entity’s successors and assigns, each of whom shall
        have the same obligations, liabilities, rights and privileges as it would
        have
        possessed had it originally executed this Lease as the Tenant. However, no
        such
        rights, privileges or powers shall inure to the benefit of any assignee of
        the
        Tenant, immediate or remote, unless the assignment to such assignee has been
        approved in writing by Landlord pursuant to the provisions of this Lease
        (to the
        extent such approval is required by the terms of this Lease) and such assignee
        shall have executed and delivered to Landlord the written documents required
        by
        Landlord referred to hereinbefore.
 
 30.**Estoppel Certificate; Mortgagee Lease Comments.**
 
 (a)
        Tenant shall from time to time, within ten (10) days after Landlord shall
        have
        requested the same of Tenant, execute, enseal, acknowledge and deliver to
        Landlord a written instrument in recordable form.
 
 (i)
        certifying that
 
 (A)
        this
        Lease is in full force and effect and has not been modified, supplemented
        or
        amended in any way (or, if there have been modifications, supplements or
        amendments thereto, that it is in full force and effect as modified,
        supplemented or amended and stating such modifications, supplements and
        amendments) and that the Lease (as modified, supplemented or amended, as
        aforesaid) represents the entire agreement among Landlord and Tenant as to
        the
        Premises and the leasehold;
 
 (B)
        the
        dates to which the Fixed Rent, additional rent and other charges arising
        under
        this Lease have been paid, if any;
 
 (C)
        the
        amount of any prepaid rents or credits due to Tenant, if any;
        and
  33
 
 (D)if
        applicable, Tenant has accepted the possession of the Premises and has entered
        into occupancy of the Premises and the date on which the Term shall have
        commenced and the corresponding expiration date;
 
 (ii)
        stating whether or not to the best knowledge of the signer of such certificate
        all conditions under the Lease to be performed by Landlord prior thereto
        have
        been satisfied and whether or not Landlord is then in default in the performance
        of any covenant, agreement or condition contained in this Lease and specifying,
        if any, each such unsatisfied condition and each such default of which the
        signer may have knowledge; and
 
 (iii)
        stating any other fact or certifying any other condition, to the best of
        Tenant’s knowledge after due inquiry, reasonably requested by Landlord or
        requested by any mortgagee or prospective mortgagee or purchaser of the Property
        or of any interest therein. It is intended that any statement delivered pursuant
        to the provisions of this Article be relied upon by any such purchaser or
        mortgagee.
 
 (b)
        Tenant acknowledges that Landlord’s mortgagees and/or the trustee under a trust
        indenture for bond holders who shall be providing construction and/or permanent
        financing for the Building (“Mortgagees”) may require various changes in the
        terms of this Lease as a part of and a condition of their financing. Tenant
        agrees to cooperate and act in good faith in agreeing to such changes in
        this
        Lease by written amendments to this Lease which are required by any of the
        Mortgagees, provided that such changes do not materially affect the Tenant’s
        rental cost hereunder or change the term hereby demised or otherwise materially
        affect Tenant’s rights under this Lease, and provided that such requested
        changes are of a nature reasonably necessary to protect any such Mortgagees’
security in accordance with usual lending practices. In the event that Tenant
        shall not agree to a change requested by any of the Mortgagees, then Tenant’s
        failure to agree shall, at Landlord’s election shall constitute an Event of
        Default and if Landlord so elects Landlord shall refund to Tenant such funds
        as
        Tenant may have paid on account of future rent.
 
 31.**Severability.**
 
 No
        determination or adjudication by any court, governmental or administrative
        body
        or agency or otherwise that any provision of this Lease or of any amendment
        hereto or modification hereof is invalid or unenforceable in any instance
        shall
        affect the validity or the enforceability
 
 (a)
        of
        any other provision of this Lease, of such amendment or modification, or
        any
        other such amendment or modification, or
 
 (b)
        of
        such provision in any other instance or circumstance which is not within
        the
        jurisdiction of such court, body or agency or controlled by its said
        determination or adjudication. Each and every provision hereof and of each
        such
        amendment or modification shall be and remain valid and enforceable to the
        fullest extent allowed by law, and shall be construed wherever possible as
        being
        consistent with applicable law.
  34
  32.**Miscellaneous.**
 
 (a)
        The
        Building may be designated and known by any name Landlord may choose and
        such
        name may be changed from time to time at Landlord’s sole discretion. The Titles
        appearing in connection with various sections of this Lease are for convenience
        only. They are not intended to indicate all of the subject matter in the
        text
        and they are not to be used in interpreting this Lease nor for any other
        purpose
        in the event of any controversy.
 
 (b)
        the
        term “person” shall be deemed to mean a natural person, a trustee, a
        corporation, a partnership and any other form of legal entity;
 
 (c)
        all
        references in the singular or plural number shall be deemed to have been
        made,
        respectively, in the plural or singular number as well. Each and every document
        or other writing which is referred to herein as being attached hereto or
        is
        otherwise designated herein as an exhibit hereto is hereby made a part
        hereof.
 
 (d)
        Tenant shall pay upon demand all of Landlord’s costs, charges and expenses,
        including the fees and out-of-pocket expenses of counsel, agents and others
        retained by Landlord, incurred in enforcing Tenant’s obligations hereunder or
        incurred by Landlord in any litigation, negotiation or transaction in which
        Tenant causes Landlord without Landlord’s fault to become involved or
        concerned.
 
 (e)
        Landlord shall have the right at any time, and from time to time, during
        the
        Term of this Lease, to require amendments to the provisions of this Lease
        if
        Landlord is advised by its counsel that all or any portion of the monies
        paid by
        Tenant to Landlord hereunder are, or may be deemed to be, unrelated business
        income within the meaning of the United States Internal Revenue Code or
        regulations issued thereunder, and Tenant agrees that it will execute all
        documents or instruments necessary to effect such amendment or amendments,
        provided that no such amendment shall result in Tenant having to pay in the
        aggregate a larger sum of money on account of its occupancy of the Premises
        under the terms of this Lease as so amended, and provided further that no
        such
        amendment or amendments shall: (i) result in Tenant receiving under the
        provisions of this Lease less services than it is entitled to receive, nor
        services of a lesser quality; or (ii) prohibit Tenant from being able to
        deduct
        the payments now made as rent by Tenant under this Lease.
 
 (f)
        No
        waiver of any provision of this Lease shall be implied by any failure of
        Landlord to enforce any remedy allowed for the violation of such provision,
        even
        if such violation is continued or repeated, and no express waiver shall affect
        any provision other than the one(s) specified in such waiver and only then
        for
        the time and in the manner specifically stated. No receipt of monies by Landlord
        from Tenant after the termination of this Lease shall in any way alter the
        length of the Term or of Tenant’s right of possession hereunder or after the
        giving of any notice shall reinstate, continue or extend the Term or affect
        any
        notice given to Tenant prior to the receipt of such moneys, it being agreed
        that
        after the service of notice or the commencement of a suit or after final
        judgment for possession of the Premises, Landlord may receive and collect
        any
        rent due, and the payment of said rent shall not waive or affect said notice,
        suit or judgment.
  35
  (g)
        It is
        mutually agreed by and between Landlord and Tenant that they hereby waive
        trial
        by jury in any action, proceeding or counterclaim brought by either of the
        parties hereto against the other on any matter whatsoever arising out of
        or in
        any way connected with this Lease, the relationship of Landlord and Tenant,
        Tenant’s use or occupancy of the Premises or claim of injury or
        damage.
 
 (h)
        Tenant acknowledges and agrees that Landlord and Landlord’s agents have made no
        representation, agreements, conditions, warranties, understandings, or promises,
        either oral or written, other than as herein set forth, with respect to this
        Lease, the Building, the Property, the Premises, or otherwise.
 
 33.**Brokers.**
 
 Tenant
        represents and warrants that it did not deal with any broker, finder or other
        intermediary to whom a fee or commission is or will become payable in connection
        with this Lease except CB Richard Ellis, Inc. and McShea Realty Advisors,
        whose
        commissions shall be payable by Landlord pursuant to separate agreements
        with
        Landlord.
 
 34.**Letter of Credit.**
 
 Tenant,
        within ten (10) days of its execution of this Lease, shall provide Landlord
        a
        standby, irrevocable, “clean”
        letter of credit in form and substance satisfactory to Landlord and from
        a bank
        acceptable to Landlord (the “Letter of Credit”). The Letter of Credit must be
        issued in a “evergreen” form on a year to year basis provided that the last year
        of the term of the Letter of Credit shall in no event expire earlier then
        thirty
        (30) days after the Expiration Date. The Letter of Credit shall also specify
        that the issuing bank shall provide Landlord with a minimum of thirty (30)
        days
        prior notice before any decision by such issuing bank to not renew the Letter
        of
        Credit. Any failure of the issuing bank to not renew the Letter of Credit
        shall
        constitute a default under this Lease and permit Landlord to draw upon the
        Letter of Credit in its full amount. During the first two lease years the
        Letter
        of Credit shall be in the amount of $176,751. During the third and fourth
        lease
        years the Letter of Credit shall be in the amount of $88,375 and thereafter
        for
        the balance of the Term of this Lease (including the Renewal Term as hereinafter
        defined) the Letter of Credit shall be in the amount of $18,933. The Letter
        of
        Credit shall be retained by Landlord as security for the payment by Tenant
        of
        the rent herein agreed to be paid and for the faithful performance of the
        covenants contained in this Lease. If at any time Tenant shall be in default
        under any of the provisions of this Lease, Landlord shall be entitled, at
        its
        sole discretion to draw upon the Letter of Credit
 
 (i)
        to
        pay for
 
 (A)
        any
        rent for the payment of which Tenant shall be in default as
        aforesaid,
 
 (B)
        any
        expense incurred by Landlord in curing any such default, and/or
  36


(C)
      any
      other sums due to Landlord in connection with such default or the curing
      thereof, including, without limitation, any damages incurred by Landlord by
      reason of such default; or





(ii)
      in
      liquidation of all or part of the damages suffered by Landlord by reason of
      such
      default. To the extent not previously drawn upon pursuant to this Article 34
      the
      Letter of Credit shall be returned to Tenant thirty (30) days following the
      expiration of this Lease and surrender of the entire Premises to
      Landlord.





(iii)





35. **Quiet
      Enjoyment.**





Tenant,
      upon paying the Fixed Rent, additional rent and all other charges herein
      provided for and observing and keeping all covenants, agreements and conditions
      of this Lease on its part to be kept, shall quietly have and enjoy the Premises
      during the term of this Lease without hindrance or molestation by anyone
      claiming by or through Landlord, subject, however, to the exceptions,
      reservations and conditions of this Lease.





36. **Rights
      of Mortgage Holder.**





If
      the
      holder of a mortgage covering the Premises shall have given prior written notice
      to Tenant that it is the holder of such mortgage and such notice includes the
      address at which notices to such mortgagee are to be sent, then Tenant agrees
      to
      give to such holder notice simultaneously with any notice given to Landlord
      to
      correct any default of Landlord as hereinabove provided and agrees that the
      holder of record of such mortgage shall have the right, within the greater
      of
      thirty (30) days thereafter or the same period of time accorded Landlord under
      this Lease after receipt of said notice, to correct or remedy such default
      before Tenant may take any action under this Lease by reason of such
      default.





37. **Whole
      Agreement.**





It
      is
      expressly understood and agreed by and between all the parties hereto that
      this
      Lease and any riders attached hereto and forming part hereof set forth all
      the
      promises, agreements, warranties, representations and understandings between
      Landlord and Tenant relative to the Premises and this leasehold, and that there
      are no promises, agreements, conditions, warranties, representations or
      understandings, either oral or written, between them other than as herein set
      forth. It is further understood and agreed that, except as herein otherwise
      provided, no subsequent alteration, amendment, understanding or addition to
      this
      Lease shall be binding upon Landlord or Tenant unless reduced to writing and
      signed by them.





38. **Financial
      Statements.**





Upon
      the
      request of Landlord no more frequently than annually unless an Event of Default
      is then outstanding Tenant shall supply to Landlord copies of all of Tenant’s
      and/or Guarantor’s most recent financial statements then available. Such
      financial statements shall be provided by Tenant to Landlord within fifteen
      (15)
      business days after Landlord’s request therefor and shall be kept confidential
      but may be disclosed to: (i) the extent required by law; and (ii) Landlord’s
      employees and advisors (e.g. accountants, attorneys etc.) who are similarly
      bound by such confidentiality, to the extent necessary for Landlord to exercise
      its rights and fulfill its obligations under this Lease.


37


39. **Renewal
      Option.**





Tenant
      shall have the right to extend the Term (the “Renewal Option”) for one period of
      five (5) years commencing on the day following the Expiration Date and ending
      the fifth anniversary of the Expiration Date (such period, the “Renewal Term”).
      The Renewal Option must be exercised, if at all, by written notice by Tenant
      to
      Landlord (the “Renewal Notice”) not later than two hundred seventy (270) days
      prior to the Expiration Date. Notwithstanding the foregoing, the Renewal Option
      shall be null and void and Tenant shall have no right to extend the Term if
      on
      the date Tenant exercises the Renewal Option or on the date immediately
      preceding the commencement date of the Renewal Term: (a) Tenant is in default
      under this Lease beyond the expiration of any applicable notice and/or grace
      period; or (b) Tenant shall not be creditworthy in the reasonable judgment
      of
      Landlord (Tenant being deemed creditworthy if its financial condition is the
      same or better than its financial condition as of the Commencement Date as
      evidenced by Tenant’s financial statements then available), or (c) Tenant shall
      have previously assigned this Lease or sublet all or any portion of the Premises
      for the remainder of the Term unless such assignment or sublet was an Approved
      Transferee. During the Renewal Term all of the terms and conditions set forth
      in
      this Lease applicable to the Premises during the initial Term shall apply except
      that the Fixed Rent payable by Tenant for the Premises during the Renewal Term
      shall be the then Current Market Rent (as hereinafter defined). For purposes
      of
      this Article 39 the term “Current Market Rent” shall be the then rental rate for
      comparable space in Chesterbrook Corporate Center® and in Comparable Buildings,
      inclusive of tenant improvement allowances, concessions, current base years
      and
      the like, provided, however, notwithstanding anything contained in this Article
      39 to the contrary, in no event shall the Fixed Rent during the Renewal Term
      be
      less than the Fixed Rent in effect during the final lease year of the initial
      Term. Landlord and Tenant shall endeavor in good faith to mutually agree upon
      the Current Market Rate within thirty (30) days after Landlord’s receipt of the
      Renewal Notice. If Landlord and Tenant are unable to agree upon the Current
      Market Rate within such thirty (30) day period, Tenant may withdraw it Renewal
      Notice in which event the Term shall expire on the Expiration Date and the
      terms
      and conditions of this Article 39 shall be null and void and of no further
      force
      and effect. In the event that Tenant does not withdraw its Renewal Notice Tenant
      shall be deemed to have agreed to Landlord’s proposed Current Market
      Rent.





40. **Lease
      Guaranty.**





As
      consideration for Landlord’s agreement to enter into this Lease concurrently
      with Tenant’s execution of this Lease Tenant’s affiliate YM Biosciences, Inc. a
      Nova Scotia corporation (“Guarantor”) is entering into a Lease Guaranty in favor
      of Landlord in the form attached hereto as Exhibit “H”.


38


**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have executed this Lease the day and year aforesaid.





LANDLORD:
            
            TENANT:**CHESTERBROOK
                PARTNERS, LP** a Delaware limited partnership
            
            **YM
                BIOSCIENCES USA, INC.,** a Delaware corporationBy:
            Tredyffrin
                GP, LLC,
            
            By:
            /s/
                Gail Schulzea
                Delaware limited liability company,
            
            Name:
            Gail
                Schulzeits
                general partner
            
            Its:
            President
                  & CEOBy:
            /s/
                Joseph S. Grubb, Jr.Joseph
                S. Grubb, Jr.Vice
                President


39


**WAIVER
      OF PRIOR HEARING CERTIFICATION**





The
      undersigned acknowledges that the above Lease authorizes and empowers Landlord, without
      prior notice or a prior hearing ,
      to
      cause the entry of judgments against the undersigned for possession of the
      leased premises and immediately thereafter, without
      prior notice or a prior hearing ,
      to
      exercise post-judgment enforcement and execution remedies.





The
      undersigned acknowledges that the undersigned has agreed to waive the
      undersigned’s rights to prior notice and a hearing under the Constitution of the
      United States, the Constitution of the Commonwealth of Pennsylvania and all
      other applicable state and federal laws, in connection with Landlord’s ability
      to cause the entry of judgment against the undersigned and immediately
      thereafter exercise Landlord’s post-judgment enforcement and execution remedies
      (which may include, removal of the undersigned from the leased premises by
      law
      enforcement officers). The undersigned’s counsel has reviewed the legal impact
      of this waiver with the undersigned, and the undersigned acknowledges that
      the
      undersigned has freely waived such rights.





**YM
                BIOSCIENCES USA, INC.,**a
                Delaware corporationBy:
            /s/
                Gail SchulzeName:
            Gail
                SchulzeTitle:
            CEO
                & PresidentDated:
                July 25, 2006













**EXHIBIT
      “B”**





**DESCRIPTION
      OF THE LAND**





701
      LEE
      ROAD - METES AND BOUNDS





Tredyffrin
      Township, Chester County, PA





**ALL
      THAT CERTAIN** lot or
      parcel of ground, situate in the Township of Tredyffrin, County of Chester
      and
      Commonwealth of Pennsylvania, bounded and described according to an ALTA/ACSM
      Land Title Survey prepared for Dean Wider Realty, Inc. by Chester Valley
      Engineers, Inc. dated December 1, 1997, last revised 3/18/98, as follows, to
      wit:





**BEGINNING** at the
      Southwest corner thereof at the point of intersection of the Easterly right
      of
      way line of Chesterbrook Boulevard and the arc connecting the Northerly right
      of
      way line of Lee Road; thence extending along the easterly right of way line
      of
      Chesterbrook Boulevard the two following courses and distances to wit: (1)
      North
      45 degrees 33 minutes 00 seconds East, 95.00 feet to a point of curve; thence
      (2) in a Northerly direction along a curved line curving to the left having
      a
      radius of 795 feet for an arc distance of 344.63 feet to a point of reverse
      curve; thence leaving Chesterbrook Boulevard and extending along Parcel 5-2,
      the
      three following courses to wit: (1) in a Northeasterly direction along a curved
      line curving to the right, having a radius of 25 feet for an arc distance of
      37.59 feet to a point of tangent; thence (2) South 73 degrees 08 minutes 00
      seconds East, 71.15 feet to a point; thence (3) North 86 degrees 16 minutes
      42
      seconds East, 287.34 feet to a point, a corner of Parcel 6-2; thence extending
      along Parcel 6-2, South 19 degrees 18 minutes 30 seconds East, 552.00 feet
      to a
      point set in the Northerly right of way line of Lee Road; thence extending
      along
      the Northerly right of way line of Lee Road the four following courses and
      distances to wit: (1) South 70 degrees 41 minutes 30 seconds West, 321.39 feet
      to a point of curve; thence (2) in a Northwesterly direction along a curved
      line
      curving to the right having a radius of 370 feet for an arc distance of 418.83
      feet to a point of tangent; thence (3) North 44 degrees 27 minutes 00 seconds
      West, 190.26 feet to a point of curve; thence (4) along the arc of a circle
      connecting the Northeasterly right of way line of Lee Road with the Easterly
      right of way line of Chesterbrook Boulevard, in a Northwesterly direction along
      a curved line curving to the right, having a radius of 25.00 feet for an arc
      distance 39.27 feet to the first mentioned point and place of
      beginning.





**TOGETHER** with
      rights, if any, contained in a Deed recorded at Book F-65, Page
      277.





**PARCEL** #43-5-26.31.





**BEING** known as
      701 Lee Road.





**EXHIBIT
      “C”**




**MEMORANDUM
      OF COMMENCEMENT DATE**




**THIS
      MEMORANDUM OF COMMENCEMENT DATE** made
      this _____ day of ________________, 200___.





**CHESTERBROOK
      PARTNERS, LP** (“Landlord”) and **YM
      BIOSCIENCES USA** , **INC.** (“Tenant”) are parties to a certain Agreement of Lease (“Lease”) dated July_,
      2006 with respect to premises identified as Suites 200 and 220 at 701 Lee Road,
      Chesterbrook Corporate Center®, Wayne, PA 19087.





Pursuant
      of the Lease, Landlord and Tenant do hereby confirm that the Term of the Lease
      commenced ____________, 200_ and, subject to such rights of renewal or
      extension, if any, as are expressly provided therein, shall
      expire ______________________.





**IN
      WITNESS WHEREOF,** Landlord
      and Tenant have executed this Memorandum the day and year first above
      written.





LANDLORD:
            
            TENANT:**CHESTERBROOK
              PARTNERS, LP** a Delaware limited partnership
            
            **YM
              BIOSCIENCES USA, INC.,** a Delaware corporationBy:
            Tredyffrin
                GP, LLC,
            
            By:a
                Delaware limited liability company,
            
            Name:its
                general partner
            
            Its:By:Joseph
                S. Grubb, Jr.Vice
                President





**EXHIBIT
      “D”**





**TENANT
      CONSTRUCTION PLANS**























*Pitcairn
      Properties*





**Facsimile
      Transmittal Sheet**





**Date:**
            **July
                17, 2006****To:**
            **Jim
                Perri, Widener (via email)****John
                McLucas, McLucas Bros. (via email)****Copies
                To:**
            **Kevin
                McShea, McShea Realty (via email)****Jim
                Updike, YM BioSciences (via email)****Al
                Schwartz, PSA (via email)****Denise
                Marchese (via email)****Ray
                Fazzolari (via email)****From:**
            **Amanda
                Matthews**
            **Direct
                Phone: 215-690-3048****Pages:**
            **1
                (includes cover sheet)**
            **Direct
                Fax: 215-690-3148**









***RE:
      YM BIOSCIENCES T.I. ADDENDUM #1***





Please
      note the following drawing revisions when completing your proposal for the
      above
      referenced project:





1.
            Dwg
                A-1, Reception Area 200: Add blocking in the wall between the Reception
                Area and the Conference Room for Tenant supplied and installed
                signage.


2.
            Dwg
                A-3, Sewer Room 221: Revise three new standard duplex outlets to
                standard
                quad outlets.


3.
            Dwg
                A-1: Revise the hardware on doors 203, 204, 205, 206, 207, 209, 210,
                211
                and 216 from passage sets to locksets. Note that doors 221 and 228
                should
                be keyed alike, but differently that the office locks. All locksets
                in the
                suite should be keyed to the suite master, floor master and building
                master.


4.
            Dwg
                A-2, Conference Room 201: The downlights must be dimmable. GC to
                confirm.
                If existing fixtures are not dimmable, then they must be replaced
                with
                dimmable dowulights.


5.
            Dwg
                A-3, Meeting Room 214: Add one standard duplex outlet on the wall
                opposite
                the existing electrical outlet
                shown.


6.
            Dwg
                A-3, Mail/Copy Room 220/220A: Along the long wall, switch the locations
                of
                the standard and dedicated duplex
                outlets.


7.
            Dwg
                A-2, Elevation 2: GC to furnish and install all appliances in the
                Lunch
                Room. Appliances include the under counter dishwasher, icemaker and
                22
                cubic foot refrigerator.


8.
            Dwg
                A-3, Finish Schedule: Vinyl base to be provided at VCT locations
                only.
                Carpet base to be provided at all carpet
                locations.





If
      you
      have any questions, please feel free to contact me.





Thank
      you,











165
      Township Line Road, Suite 1500, Jenkintown, PA 19046-3599. Main
      215-690-3000





**EXHIBIT
      “E”**





**STANDARD
      TURN-KEY TENANT WORK**





Landlord
      shall make the improvements to the Premises shown on the drawings known as
      Polek
      Schwartz Plan Nos. A-1, A-2 and A-3 each dated July 10, 2006 and Addendum No.
      1
      dated July 17, 2006 issued by PPI, attached hereto as Exhibit “D” and sometimes
      described in this Lease as the Tenant Construction Plans.





A. GENERAL
      CONSTRUCTION





The
      description and details in this section are to be used in conjunction with
      the
      Tenant Construction Plans for the Tenant’s interior construction project in the
      Township of Tredyffrin. However, in the event of an inconsistency between the
      tents of this Exhibit “E”
      and the Tenant Construction Plans, the Tenant Construction Plans shall control.
      Landlord shall furnish at no additional cost to Tenant the following standards
      of construction:





1. General
      Conditions :
      Landlord’s contractor shall apply for and pay for all permits, including
      demolition, building, mechanical, electrical, plumbing, fire protection and
      all
      other permits, inspections and certificates required by governing Codes and
      authorities in connection with the construction of the space.





2. Demolition :
      Work
      shall include the demolition and removal of all items extraneous to the new
      use
      (including partitions, ceilings and finishes) except where specifically noted
      to
      be retained. All surfaces shall be prepared to receive new
      finishes.





3. Space
      Preparation :
      Repair
      all existing walls and ceiling if damaged by demolition or other construction
      work and prepare same to receive specified finish.





Close,
      fill or stop openings in floors, ceilings or other rated assemblies. Prepare
      retained units for reuse to like-new and operational condition and preserve
      during construction operations, including blinds (to be in good working order
      and condition), windows and window mullions.





4. Architectural
      Woodwork :
      All
      items such as desks shown on plan shall be assumed to be furniture by the Tenant
      except as otherwise specifically indicated on the plan or noted
      below.





Rod
      and
      shelf unit – Provide rod and shelf at coat closets indicated in plan. Rod
      shall be standard chrome type with intermediate supports as required; shelf
      shall be 12” deep with a painted finish and continuous ledgers painted to match
      wall color.





Telephone
      backer board – Provide a 48”x48” fire-treated plywood backer board painted
      to match wall. Location to be determined by Tenant.





Pantry
      unit – As provided in Exhibit “D”. The Landlord shall supply appliances as
      shown on the Tenant Construction Plans (e.g., refrigerator, icemaker, microwave
      oven).





5. Doors
      and Frames :
      Within
      Tenant space shall be provided and located as per Exhibit “D” above. Existing
      doors and frames shall be stain-grade to match existing Tenant furniture (per
      Tenant Construction Plans) and may be reused where practicable to maintain
      like-new appearance and where existing units otherwise comply with
      specifications. Hardware shall be first quality heavy-duty commercial grade.
      Sets shall be complete including stops and silencers. Stops shall be
      wall-mounted where practical to avoid trip hazards, otherwise floor-
      mounted.





Key
      all
      locks to building master key system and provide a reasonable number of copies
      of
      all keys to Tenant.





The
      Premises, including without limitation, all openings, doors and hardware, shall
      comply with ADA Design Guidelines as well as codes and authorities having
      jurisdiction over the project.





Doors
      shall be finished to match building standard in either stained premium natural
      finish wood veneer or solid core paint grade birch.





6. Partitions :
      Within
      Tenant space shall be as per Exhibit “D” referenced above.





Between
      tenants and between Tenant and corridor(s) – 3 3/8” 25-gauge steel studs @
      16”
o.c. Provide 3” glass fiber sound attenuation blanket insulation; single layer
      Type X 5/8” gypsum wallboard each side, taped and spackled; floor to underside
      structure above. (1 hour rating)





All
      other
      locations unless otherwise noted – 2 1⁄2”
      25-gauge steel studs @ 16” o.c.; single layer 5/8” gypsum wallboard each side,
      taped and spackled; floor to underside of ceiling grid with Z
      -strip.





In
      conference room walls as shown on Exhibit “D”, provide sound dampened
      partitions- 2 1⁄2”
      25-gauge steel studs @ 16” o.c.; single layer 5/8” gypsum wallboard each side,
      taped and spackled; floor to underside of ceiling grid with Z-strip. Walls
      to be
      insulated with glass fiber sound attenuation blanket. Provide sound attenuation
      blanket in ceiling 24” each side of partition.





7. Acoustical
      Ceilings :
      Acoustic tile ceilings typical throughout. Reuse existing tile and grid where
      practicable to provide like-new appearance only. Replace damaged tile and grid
      throughout. Ceiling tile to be Armstrong 2’x4’ lay-in acoustic tile in white, or
      approved equal.


2


8. Tile
      and Base :
      Provide
      resilient tile in locations as indicated by Exhibit “D”.





9. Carpet :
      Provide
      carpet of the quality outlined on the Tenant Construction Plans throughout
      space
      except in spaces noted otherwise. Carpet shall be direct glue-down application
      with sealed seams.





10. Painting :
      Typical
      wall finish throughout unless otherwise noted.





Paint
      at
      GWB (Gypsum wallboard) – MAB “Rich-Lux Lustre Lite Latex” (acrylic latex
      base) selected by Tenant from selections provided by Landlord, or approved
      equal.





Paint
      at
      wood and metal (including doors, frames and trim): MAB “Rich-Lux Low Lustre
      Latex Enamel” (alkyd base), or approved equal.





B. ELECTRICAL
      CONSTRUCTION





Existing
      wiring and electrical fixtures may be reused where practicable to maintain
      like-new appearance and where existing units otherwise comply with
      specifications.





1. Wiring :
      Facilities sufficient for 2 watts per sq. ft. of rentable area connected load
      at
      110 - 120 V single phase for general use and facilities sufficient for 3 watts
      per square foot of rentable area connected load at 277/480 V, 3 phase 4 wire
      for
      fluorescent lighting. All wiring above ceilings, including CRT wiring, must
      be
      either plenum rated or run in conduit.





2. Lighting :
      Furnish
      and install 2’ x 4’ recessed fluorescent units containing four 35 watt rapid
      start lamps with framed 1 1/2” x 1 1/2” parabolic lens as shown on the Tenant
      Construction Plans. Cost of lamps and ballasts beyond initial installation
      shall
      be included in Annual Operating Costs.





3. Electrical
      Outlets and Switches :
      Furnish
      and install outlets and switches as per Exhibit “D”.





4. Telephone/Data
      Communications :
      Tenant
      (or its contractor) shall complete Telephone, Data and Communications cabling
      and equipment.





Tenant
      shall make arrangements with and pay for installation to the Telephone or Data
      Company for its required installation within the demised premises and will
      cause
      all such work to be performed at a time compatible with Landlord’s work. At the
      expiration or earlier termination of this Lease, Tenant, at its sole cost and
      expense, shall remove all telephone and data cabling and equipment and shall
      repair all damage to the Premises caused by the installation or removal of
      these
      items.


3


5. Emergency
      Lighting and Systems :
      Landlord will provide all emergency and fire related lighting and equipment
      in
      accordance with all state and local codes.





C. HEATING.
      VENTILATING AND AIR-CONDITIONING





Furnish,
      install and maintain throughout the Term a complete year-round heating,
      ventilating, and air conditioning system to provide interior conditions to
      78
      degrees F. dry bulb and 50% relative humidity when outside conditions are 93
      degrees F. dry bulb and 75 degrees F. wet bulb, and 68 degrees F. inside when
      outside temperatures are 10 degrees F., provided that in any given room or
      area
      of Tenant’s demised premises, the occupancy does not exceed one person for each
      150 square feet, and total electric load does not exceed 5 watts per sq.
      ft. for all purposes, including lighting and power, exclusive of HVAC. The
      air
      conditioning system will include a reasonable amount of ductwork and shall
      provide not less than .13 cubic feet of fresh air per minute per square foot
      of
      rentable floor area.





D. SCHEDULE
      OF DELIVERY OF TENANT’S DRAWINGS





1.
      Tenant
      has furnished the following information to Landlord’s architect, for
      incorporation into the Tenant Construction Plans, the following complete
      descriptive information on or before the dates listed below:





a.
            The
                location and extent of floor loading and floor opening in excess
                of
                building standard.





b.
            Any
                special air-conditioning needs by location and general description
                of
                need.





c.
            Location
                and description of special plumbing
                requirements.





d.
            Any
                structural installations





e.
            Location
                of electrical outlets on new partition
                walls.





f.
            Finish
                Schedule to include paint, floor coverings and cove base
                selections.





2. Filing
      of Plans :
      Landlord shall without delay file all necessary plans and obtain all necessary
      approvals and permits in connection with finish work.





3. Substitutions :
      All
      finish work shall require the installation of new materials at least comparable
      to the quality installed in the Building.





Tenant
      may substitute material, equipment, and fixtures for those specified for basic
      construction with written consent of Landlord, which consent shall not be
      unreasonably withheld or denied. Tenant shall pay Landlord the cost to Landlord
      for such substitute items which is in excess of such items included in basic
      construction. The cost to Tenant for such substitution shall be Landlord’s cost
      for the substitute item plus 5% of Landlord’s cost for Landlord’s expenses and
      profit in the handling of the substitution. Tenant may also request Landlord
      to
      omit the installations of any item not therefore installed and, provided such
      omission shall not delay Landlord’s work, Landlord shall not be obligated to
      install the same. Tenant shall not be entitled to any credit for any such item
      omitted against any additional item or any item of a different kind of
      character.


4




F. WORK
      PERFORMED BY TENANT PRIOR TO COMMENCEMENT QF LEASE





Landlord
      may elect to permit Tenant and its agents to enter the demised premises prior
      to
      the date specified for the commencement of the term of said Lease in order
      that
      Tenant may perform through its own contractors such other work and decorations
      as Tenant may desire at the same time that Landlord’s contractors are working in
      the space. The foregoing approval to enter prior to commencement of the term,
      however, is conditioned upon Tenant’s workmen and mechanics working in harmony
      and not interfering with the labor employed by Landlord, Landlord’s mechanics or
      contractors or by any other Tenant or their contractors and compliance with
      the
      terms of the Lease. If at any time, such entry shall cause disharmony or
      interference therewith, this license may be withdrawn by Landlord upon
      twenty-four (24) hours written notice to Tenant and further provided that
      Workmen’s Compensation and Public Liability Insurance and Property Damage
      Insurance, with Hold Harmless provision, all in amounts and with companies
      and
      on forms satisfactory to us, shall be provided and at all times maintained
      by
      Tenant’s contractors engaged in the performance of the work, and before
      proceeding with work, certificates of such insurance shall be furnished to
      Landlord.





Such
      entry shall be deemed to be under all of the terms, covenants, provisions and
      conditions of the said Lease except as to the covenant to pay rent. Landlord
      shall not be liable in any way for any injury, loss or damage which may occur
      to
      any of Tenant’s decorations or installations so made prior to the commencement
      of the term of the Lease, the same being solely at Tenant’s risk.





The
      provisions of this Exhibit “E” are specifically subject to the provisions of the
      Lease.


5


**EXHIBIT
      “F”**





**CLEANING
      SPECIFICATIONS**





General
      cleaning: five nights per week, Monday through Friday.





DAILY :





1.
            Empty
                waste receptacles and remove to designated area for pick
                up.


2.
            Empty,
                wipe clean all ash trays. Where sand urns are used, empty all debris,
                smooth sand and replace when
                needed.


3.
            Dust
                and/or damp wipe clean the
                following:





Desk


Doors


Chairs


Pushplates


Window
      sills


Tables
      and Lamps


Picture
      and Frames


File
      and
      Storage Cabinets


Counter,
      ledges, shelves & ventilation louvers under six feet





4.
            Spot
                vacuum all areas as needed.





5.
            Special
                attention will be given to the Executive areas and Conference
                rooms.





6.
            Wash,
                clean and disinfect all water fountains and/or
                coolers.





7.
            Wash
                front door glass, as well as the adjacent architectural metal trim,
                to
                remove fingerprints, smudges, etc. caused during the
                day.





8.
            Special
                attention will be given to the lobby, reception and other public
                areas.
                All furniture will be hand wiped and carpets thoroughly
                vacuumed.





9.
            Sweep
                all resilient tile floor coverings with chemically-treated dry mop.
                Spot
                mop to remove soilage.





10.
            Extinguish
                all interior lights unless otherwise notified. Night and safety lights
                will be operated as instructed. All doors will be locked and secured
                and
                any doors that are not functioning will be reported by the night
                supervisor.





11.
            Lavatories:





a.
            Sweep
                and wet mop floors





b.
            Polish
                all mirrors, bright work and enameled
                surfaces





c.
            Wash
                and disinfect all basins, bowls and
                urinals





d.
            Hand
                dust and clean all partitions, tops of tile ledges, all towel, paper
                and
                sanitary napkin dispensers.





e.
            Refill
                all toilet tissue, soap, sanitary napkin and towel dispensers (towels,
                tissues, napkins, hand soap, etc. to be supplied by
                Landlord).





WEEKLY :





1.
            Spot
                clean doors, glass partitions and electric switch plates. Glass doors
                will
                be washed.





2.
            High
                dust all horizontal surfaces above the reach of the average person
                (such
                as door frames, partitions, ledges,
                etc.)





3.
            All
                carpeted areas will be thoroughly
                vacuumed.





4.
            Remove
                fingerprints and scuff marks from all vertical surfaces within the
                reach
                of the average person.





5.
            Sweep
                or vacuum stairs, spot mop when required; dust handrails and riser.
                Polish
                trim where required.





MONTHLY :





1.
            Spray
                buff all resilient tile floors.





QUARTERLY :





1.
            Dust
                venetian blinds.





SEMI-ANNUALLY :





1.
            Wash
                windows inside and outside.


2


**EXHIBIT
      “G”**





**RULES
      AND REGULATIONS**





1.
      The
      walkways, roadways, driveways, entrances, lobbies, passages, and stairways
      shall
      not be obstructed by Tenant or used by Tenant for any purposes other than
      ingress and egress from and to the Building and Tenant’s offices. The parking
      areas shall be used only for the parking of automobiles of Tenant, its agents,
      employees and invitees while actually present in the Premises. Landlord shall
      in
      all cases retain the right to control or prevent access to all of the aforesaid
      areas of all persons whose presence, in the judgment of Landlord, shall be
      prejudicial to the safety, peace, character, or reputation of the Building,
      the
      property located therein or of any of the tenants.





2.
      The
      toilet rooms, water closets, sinks, faucets, plumbing or other service apparatus
      of any kind shall not be used by Tenant for any purposes other than those of
      which they were installed, and no sweepings, rubbish, rags, ashes, chemicals
      or
      other refuse or injurious substances shall be placed therein or used in
      connection therewith by Tenant or left by Tenant in the lobbies, passages,
      elevators or stairways. Nothing shall be thrown by Tenant or Tenant’s employees
      nor be allowed by them to drop out of the windows or doors, or down the passages
      of the Building.





3.
      Nothing shall be placed by Tenant on the outside of the Building or on its
      exterior window sills or projections. Skylights, windows, doors and transoms
      shall not be covered or obstructed by Tenant, and no window shades, blinds,
      curtains, screens, storm windows, awnings or other materials shall be installed
      or placed on any of the windows or in any of the window spaces, except as
      approved in writing by Landlord.





4.
      No
      sign, lettering, insignia, advertisement, notice shall be inscribed, painted,
      installed or placed on any windows or in any window spaces or any other part
      of
      the outside or inside of the Building, other than as shown on the Tenant
      Construction Plans, unless first approved in writing by Landlord. Names on
      or
      beside suite entrance doors shall be provided for Tenant by Landlord and not
      otherwise, and at Tenant’s expense; in all instances, such names shall be of
      design and form first approved by Landlord.





5.
      Tenant
      shall not place additional locks upon any doors. The janitor and the manager
      of
      the Building may at all times keep a pass key, and he and other agents of the
      Landlord shall at all times be allowed admittance to the leased Premises for
      purposes permitted in Tenant’s lease. Upon surrendering possession of the
      Premises at the termination of this Lease, Tenant shall deliver to Landlord
      all
      keys for the Premises.





6.
      The
      delivery of towels, ice, water, food, beverages, newspapers and other supplies
      will be permitted only under the direction, control and supervision of Landlord.
      No bicycles or similar vehicles will be allowed in the Building.





7.
      Tenant
      shall not do or commit, or suffer to be done or committed, any act or thing
      whereby, or in consequence whereof, the rights of other tenants will be
      obstructed or interfered with, or other tenants will in any other way be injured
      or annoyed, or whereby the Building will be damaged. Tenant shall not suffer
      or
      permit the Premises or any part thereof to be used in any manner or anything
      to
      be done therein or suffer or permit anything to be brought into or kept in
      the
      Premises which, in the reasonable judgment of Landlord, shall in any way impair
      or tend to impair the character, reputation or appearance of the Building as
      a
      first-class office building. Tenant shall not use or keep or permit to be used
      or kept in the Building any matter having an offensive odor, nor any ether,
      naphtha, phosphorous, benzole, kerosene, gasoline, benzine, camphene, fuel
      or
      other explosive or highly flammable material. Tenant shall neither bring, keep
      or use in the Building any chemical reagent except as the same may be components
      of commercial products normally used or consumed by occupants of office
      buildings. No birds, fish or other animals shall be brought into or kept in
      or
      about the Premises.





8.
      In
      order that the Premises may be kept in a good state of preservation and
      cleanliness, Tenant shall during the continuance of its possession permit
      Landlord’s employees and contractors and no one else to clean the Premises.
      Unless arising from its gross negligence or willful misconduct, Landlord shall
      be in no way responsible to Tenant for any damage done to furniture or other
      effects of Tenant or others by any of Landlord’s employees, or any other person,
      or for any loss of Tenant’s employees, or for any loss of property of any kind
      in or from the Premises, however occurring. Tenant shall see each day that
      the
      windows are closed, lights are turned off, and the doors securely locked before
      leaving the Premises.





9.
      If
      Tenant desires to introduce signaling, telegraphic, telephonic, protective
      alarm
      or other wires, cables, apparatus or devices, Landlord shall direct where and
      how the same are to be placed, and except as so directed; no installation,
      boring or cutting shall be permitted except as provided in this Lease. Landlord
      shall have the right to prevent and to cut off the transmission of excessive
      or
      dangerous current of electricity or annoyances into or through the Building
      or
      Premises and to require the changing of wiring connections or layout at Tenant’s
      expense, to the extent that Landlord may deem necessary, and further to require
      compliance with such reasonable rules as Landlord may establish relating
      thereto, and in the event of non-compliance with the requirements or rules,
      Landlord shall have the right immediately to cut wiring or to do what it
      considers necessary to remove the danger, annoyance or electrical interference
      with apparatus in any part of the Building. All wires and cables installed
      by
      Tenant must be clearly tagged at the distributing boards and junction boxes
      and
      elsewhere required by Landlord, with the number of the office to which said
      wires and cables lead, and the purpose for which the wires and cables
      respectively are used, together with the name of the concern, if any, operating
      same.





10.
      A
      directory on a bulletin board on the ground floor shall be provided by Landlord,
      on which the name of Tenant may be placed at Landlord’s expense.





11.
      No
      furniture, packages, equipment, supplies or merchandise of Tenant will be
      received in the Building, or carried up or down in the elevators or stairways,
      except during such hours as shall be designated by Landlord, and Landlord in
      all
      cases shall also have the exclusive right to prescribe the method and manner
      in
      which the same shall be brought in or taken out of the Building. Landlord shall
      in all cases have the right to exclude from the Building heavy furniture, safes
      and other articles which may be hazardous or to require them to be located
      at
      designated places in the Premises. The cost of repairing any damage to the
      Building caused by taking in or out furniture, safes or any articles or any
      damage caused while the same shall be in the Premises, shall be paid by
      Tenant.


2





12.
      Without Landlord’s
      written consent except in accordance with this Lease, nothing shall be fastened
      to, nor shall holes be drilled or nails or screws driven into walls or
      partitions; nor shall walls or partitions be painted, papered or otherwise
      covered or moved in any way or marked or broken; nor shall any connection be
      made to electric wires for running fans or motors or other apparatus, devices
      or
      equipment; nor shall machinery of any kind other than customary small business
      machines as are used in a modern office (and whose electric requirements do
      not
      in the aggregate exceed the electrical capacity of the Premises set forth in
      Exhibit “E”) be allowed in the Premises; nor shall Tenant use any other method
      of heating, ventilating, air conditioning or air cooling than that provided
      by
      Landlord. Telephones, switchboards and telephone wiring and equipment shall
      be
      placed only where designated by Landlord. No mechanics shall be allowed to
      work
      in or about the Building other than those employed by Landlord without the
      written consent of Landlord first having been obtained, which consent shall
      not
      be reasonably withheld.





13.
      Landlord shall, in no case, be liable or responsible for the admission or
      exclusion of any person to or from the Building or access to the Premises.
      In
      case of invasion, hostile attack, insurrection, mob violence, riot, public
      excitement or other commotion, explosion, fire or any casualty, Landlord
      reserves the right to bar or limit access to the Building for the safety of
      occupants or protection of property.





14.
      Landlord reserves the right to rescind, suspend or modify any rules or
      regulations and to make such other uniformly applied rules or regulations as,
      in
      Landlord’s judgment, may from time to time be needful for the safety, care,
      maintenance, operation and cleanliness of the Building as a first class office
      building, or for the preservation of good order therein. Notice of any action
      by
      Landlord referred to in this paragraph, given to Tenant, shall have the same
      force and effect as if originally made a part of the foregoing Lease. New rules
      or regulations will not, however, be unreasonably inconsistent with the proper
      use and enjoyment of the Premises by Tenant under the Lease.





15.
      The
      use of rooms as sleeping quarters is prohibited at all times.





16.
      Tenant shall keep the windows and doors of the Premises, including those
      openings on corridors and all doors between rooms or spaces entitled to receive
      heating, ventilating or air conditioning service and rooms and spaces not
      entitled to receive such service, closed during the respective times that the
      heating, ventilating or air conditioning system is operating, in order to
      conserve the service and effectiveness of the heating, ventilating or air
      conditioning system as the case may be. Tenant shall comply with all reasonable
      rules and regulations from time to time promulgated by Landlord to conserve
      such
      services.





17.
      Landlord reserves the right to require that the Premises or any portion thereof
      shall not be used by Tenant or others for an employment agency, or for securing
      employees other than those to be employed on the Premises, or for the payment
      of
      salaries or wages to employees or persons who are not actually employed in
      the
      Building, nor for any other purpose except that specified in this
      Lease.


3


18.
      Subject to the terms of this Lease, Landlord shall have the right to enter
      the
      Premises to put a “To Let” or similar notice upon the outside of the Building,
      which notice shall not be removed or obliterated by the Tenant, during the
      six
      months previous to the expiration of the then current Term of this Lease, and
      any such entering shall not be treated as a deprivation of Tenant’s use of the
      Premises or work an eviction of Tenant or a recession of this
      Lease.





19.
      No
      smoking of any kind shall be permitted on the Property except in the Premises
      or
      within enclosed automobiles or similar vehicles.





20.
      Tenant shall not be permitted to install a “Wi-Fi” or other communication system
      which in any way extends beyond the Premises or affects any communication system
      utilized by Landlord or other tenants.





21.
      These
      rules and regulations are not intended to give Tenant any rights or claims
      in
      the event the Landlord does not enforce any of them against any other tenants
      or
      if Landlord does not have the right to enforce them against any other tenants
      and such non-enforcement will not constitute a waiver as to
      Tenant.


4


**EXHIBIT
      “H”**





**LEASE
      GUARANTY**





In
      consideration of and as an inducement for the granting, execution and delivery
      of that certain lease (hereinafter called the “Lease”), dated
      July      , 2006, between CHESTERBROOK PARTNERS, LP, a
      Delaware limited partnership, the Landlord therein named (hereinafter called
      “Landlord”), to YM BIOSCIENCES USA, INC., a Delaware corporation, the Tenant
      therein named (hereinafter called “Tenant”), and in further consideration of the
      sum of One Dollar ($1.00) and other good and valuable consideration paid by
      Landlord to the undersigned, the undersigned (hereinafter called “Guarantor”),
      hereby guarantees to Landlord the full and prompt payment of all rent and
      additional rent and any and all other sums and charges (including, without
      limitation, interest and late charges) payable by Tenant, its successors and
      assigns, under the Lease, and the full, faithful and prompt performance and
      observance of all the covenants, terms, conditions and agreements therein
      provided to be performed and observed by Tenant, its successors and assigns;
      and
      Guarantor does hereby become surety to Landlord for and with respect to all
      of
      the aforesaid obligations of Tenant under the Lease.





Guarantor
      hereby covenants and agrees to and with Landlord that, if default shall at
      any
      time be made by Tenant, its successors or assigns, in the payment of any such
      rent or other sums or charges payable by Tenant under the Lease or in the
      performance of any of the covenants, terms, conditions or agreements contained
      in the Lease, Guarantor will forthwith pay such rent or other sums or charges
      to
      Landlord, and any arrears thereof, and will forthwith faithfully perform and
      fulfill all of such covenants, terms, conditions and agreements, and will
      forthwith pay to Landlord all damages and all costs and expenses that may arise
      as a consequence of any default by Tenant, its successors or assigns, under
      the
      Lease (including, without limitation, all court costs, attorneys’ fees and fees
      of other consultants incurred by Landlord or caused by any such default and/or
      by or in the enforcement of this Guaranty). Guarantor hereby represents and
      warrants to Landlord that it is an affiliate of Tenant and as such has
      materially benefited from Landlord’s making of the Lease with
      Tenant.





This
      Guaranty is an absolute and unconditional guaranty of payment and of performance
      and is a surety agreement. Guarantor’s liability hereunder is direct and may be
      enforced without Landlord being required to resort to any other right, remedy
      or
      security and this Guaranty shall be enforceable against Guarantor, without
      the
      necessity for any suit or proceedings on Landlord’s part of any kind or nature
      whatsoever against Tenant, its successors and assigns, and without the necessity
      of any notice of non-payment, non-performance or non-observance or the
      continuance of any such default or of any notice of acceptance of this Guaranty
      or of Landlord’s intention to act in reliance hereon or of any other notice or
      demand to which Guarantor might otherwise be entitled, all of which Guarantor
      hereby expressly waives. Guarantor hereby expressly agrees that the validity
      of
      this Guaranty and the obligations of Guarantor hereunder shall in no way be
      terminated, affected or impaired by reason of the assertion or the failure
      to
      assert by Landlord against Tenant, or Tenant’s successors or assigns, any of the
      rights or remedies reserved to Landlord pursuant to the provisions of the
      Lease.





This
      Guaranty shall be a continuing guaranty and (whether or not Guarantor shall
      have
      notice or knowledge of any of the following) the liability and obligations
      of
      Guarantor hereunder shall be absolute and unconditional and shall remain in
      full
      force and effect without regard to, and shall not be released, discharged or
      in
      any way impaired by (a) any amendment or modification of, or supplement to,
      or
      extension or renewal of, the Lease or any assignment or transfer thereof or
      sublease thereunder, in whole or in part (except as may be expressly provided
      in
      the Lease); (b) any exercise or non-exercise of any right, power, remedy or
      privilege under or in respect of the Lease or this Guaranty or any waiver,
      consent or approval by Landlord with respect to any of the covenants, terms,
      conditions or agreements contained in the Lease or any indulgences,
      forbearances, or extensions of time for performance or observance allowed to
      Tenant from time to time and for any length of time; (c) any bankruptcy,
      insolvency, reorganization, arrangement, readjustment, composition, liquidation
      or similar proceeding relating to Tenant, or any of its successors and assigns,
      or its or their properties or creditors or any discharge of the obligations
      of
      Tenant or any of its successors and assigns in any such proceeding; (d) any
      limitation on the liability or obligations of Tenant under the Lease or its
      estate in bankruptcy or of any remedy for the enforcement thereof, resulting
      from the operation of any present or future provision of the Bankruptcy Code
      or
      any other statute or from the decision of any court; or (e) any transfer by
      Tenant or any assignment of its interest under the Lease.


2


Notwithstanding
      anything herein to the contrary, Landlord shall have full authority to settle
      or
      compromise differences with Tenant, its successors or assigns, and to make
      arrangements for settlements of Tenant’s obligations in or out of court in the
      case of any bankruptcy, reorganization, arrangement, readjustment, composition,
      liquidation or similar proceeding relating to Tenant, or any of its successors
      or assigns, and to do anything, whether or not herein specified, which may
      be
      done or waived by and between Landlord and Tenant or any successor or assign
      of
      Tenant without the consent of Guarantor.





This
      Guaranty shall not be revoked or in any way impaired by the dissolution,
      insolvency or legal incapacity of the undersigned. This Guaranty shall be fully
      effective regardless of the extension or modification, by operation of law,
      of
      any of the obligations of Tenant, its successors or assigns.


3


This
      Guaranty shall remain in full force and effect until (a) all sums due and to
      become due under the Lease have been indefeasibly paid in full to Landlord,
      (b)
      all obligations and indemnifications of Tenant to Landlord have been fulfilled,
      and (c) all sums received by Landlord on account of Tenant’s obligations are not
      subject to rescission or repayment upon the receivership, bankruptcy,
      insolvency, arrangement or reorganization of Tenant or any other person or
      entity.





The
      liability of the undersigned is not subject to deduction, by way of any set-off,
      counterclaim or defense of the undersigned arising out of this or any of the
      past, present or future transaction (but is subject to any deduction or set
      off
      to the extent if any expressly provided in the Lease), and is not subject to
      deduction on account of any loss of any right of contribution from any other
      person or entity liable hereunder.





Guarantor
      agrees that, upon the occurrence of an Event of Default by Tenant under the
      Lease, until all amounts owing to Landlord have been indefeasibly paid in full,
      Guarantor shall have no right to be subrogated to Landlord’s interest in the
      Lease and shall not exercise any right to indemnification which Guarantor may
      have as against Tenant. Guarantor understands and agrees that the exercise
      by
      Landlord of certain rights and remedies contained in the Lease may affect or
      eliminate Guarantor’s right of subrogation against Tenant and that Guarantor may
      therefore incur a partially or totally non-reimbursable liability under this
      Guaranty; nevertheless, Guarantor hereby authorizes and empowers Landlord to
      exercise, in its sole discretion, any right and remedies, or any combination
      thereof, which may then be available to Landlord, since it is the intent and
      purpose of Guarantor that the obligations hereunder shall be absolute,
      independent and unconditional under any and all circumstances.


4


If
      Tenant
      defaults under the Lease and Landlord is prevented from accelerating or
      collecting rent and other sums under the Lease because of Tenant’s bankruptcy,
      Landlord shall be entitled to receive from Guarantor, upon demand by Landlord,
      the sums which would have otherwise been due and payable after default under
      the
      Lease had such acceleration occurred and had Landlord been permitted to collect
      such sums from Tenant.





If
      Landlord employs counsel to enforce this Guaranty by suit or otherwise,
      Guarantor will reimburse Landlord, upon demand, for all reasonable expenses
      incurred in connection therewith (including, without limitation, attorneys’
fees, court costs and the fees of other consultants) whether or not suit is
      actually instituted.





If
      any
      provision of this Guaranty is held to be invalid or unenforceable by a court
      of
      competent jurisdiction, the other provisions of this Guaranty shall remain
      in
      full force and effect and shall be liberally construed in favor of Landlord
      in
      order to effectuate the provisions of this Guaranty.





Guarantor
      agrees that this Guaranty and all questions relating to its validity,
      interpretation, performance and enforcement (including, without limitation,
      provisions concerning limitations of actions), shall be governed by and
      construed according to the laws of the Commonwealth of Pennsylvania regardless
      of where the residence or domicile of Guarantor is now or may hereafter be
      located. This Guaranty shall be construed without the aid of any canon, custom
      or rule of law requiring construction against the draftsman.




5


Guarantor
        hereby consents and submits to personal jurisdiction within the Commonwealth
        of
        Pennsylvania for purposes of any litigation arising under or relating to
        this
        Guaranty and agrees that service of process may be made, and personal
        jurisdiction over Guarantor obtained, by serving a copy of any summons or
        complaint upon Guarantor in accordance with the applicable laws of the
        Commonwealth of Pennsylvania. Guarantor hereby agrees that an action, suit,
        or
        proceeding to enforce this Guaranty may be brought in any state or federal
        court
        in the Commonwealth of Pennsylvania and hereby waives any objection which
        Guarantor may have to the laying of the venue of any such action, suit or
        proceeding in any such court. Nothing herein contained, however, shall prevent
        Landlord from bringing any action or exercising any right against Guarantor
        within any other jurisdiction or state.


GUARANTOR
      AND BY ITS ACCEPTANCE HEREOF, LANDLORD, HEREBY KNOWINGLY,
      VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
      IN
      RESPECT OF ANY LITIGATION BASED ON THIS GUARANTY OR THE LEASE OR ARISING OUT
      OF,
      UNDER OR IN CONNECTION WITH THIS GUARANTY OR THE LEASE.





All
      of
      Landlord’s
      rights and remedies under the Lease and under this Guaranty are intended to
      be
      distinct, separate and cumulative and no such right and remedy therein or herein
      mentioned is intended to be in exclusion of or a waiver of any of the others.
      No
      termination of the Lease or taking or recovering of the premises demised thereby
      shall deprive Landlord of, or diminish, any of Landlord’s rights and remedies
      against Guarantor under this Guaranty. This Guaranty shall apply to Tenant’s
      obligations pursuant to any extension, renewal, amendment, modification and
      supplement of or to the Lease as well as to Tenant’s obligations thereunder
      during the original term thereof and/or in accordance with the original
      provisions thereof and shall continue to apply after any assignment of the
      Lease
      or subletting of all or portions of the premises demised under the
      Lease.


6


Neither
      the failure nor any delay on the part of Landlord to exercise any right, remedy,
      power or privilege under this Guaranty shall operate as a waiver thereof, nor
      shall any single or partial exercise of any right, remedy, power or privilege
      preclude any other or further exercise of the same or any other right, remedy
      or
      power or privilege, nor shall any waiver of any right, remedy, power or
      privilege with respect to any occurrence be construed as a waiver of such right,
      remedy, power or privilege with respect to any subsequent
      occurrence.





This
      Guaranty shall be legally binding upon the undersigned and the heirs, personal
      representatives, successors and assigns of the undersigned and all of the
      advantages of this Guaranty shall extend and inure to the benefit of Landlord
      and Landlord’s respective heirs, personal representatives, successors and
      assigns.





IN
      WITNESS WHEREOF, Guarantor, intending to be legally bound hereby, has executed
      and delivered this Guaranty under seal, as of
      the          day of July,
      2006.





YM
                BIOSCIENCES, INC., a Nova ScotiacorporationBy:Name:Title:


7