Exhibit 10.30


 


AGREEMENT
OF LEASE


between


450 SENTRY
PARKWAY ASSOCIATES


a Pennsylvania limited
partnership,


acting by and through its
General Partner,


AK Real
Estate Corp., Landlord


and


VIRAL
GENOMIX, INC. d/b/a


VGX PHARMACEUTICALS, Tenant


 


	
  1.

  	
  Reference
  Data

  	
  3

  
	
  2.

  	
  Demise

  	
  4

  
	
  3.

  	
  Construction
  by Landlord

  	
  5

  
	
  4.

  	
  Term

  	
  6

  
	
  5.

  	
  Holding
  Over

  	
  6

  
	
  6.

  	
  Base
  Rent and Additional Rent

  	
  6

  
	
  7.

  	
  Security
  Deposit

  	
  8

  
	
  8.

  	
  Landlord’s
  Services

  	
  8

  
	
  9.

  	
  No
  Other Services by Landlord

  	
  10

  
	
  10.

  	
  Insurance

  	
  10

  
	
  11.

  	
  Casualty

  	
  12

  
	
  12.

  	
  Condemnation

  	
  12

  
	
  13.

  	
  Tenant’s
  Fixtures

  	
  13

  
	
  14.

  	
  Alterations

  	
  13

  
	
  15.

  	
  Mechanics’
  Liens

  	
  14

  
	
  16.

  	
  Use
  of Premises

  	
  14

  
	
  17.

  	
  Rules and
  Regulations

  	
  15

  
	
  18.

  	
  Governmental
  Regulations

  	
  15

  
	
  19.

  	
  Signs

  	
  15

  
	
  20.

  	
  Landlord’s
  Entry

  	
  16

  
	
  21.

  	
  Indemnification

  	
  16

  
	
  22.

  	
  Curing
  Tenant’s Defaults

  	
  16

  
	
  23.

  	
  Default

  	
  17

  
	
  24.

  	
  Quiet
  Enjoyment

  	
  21

  
	
  25.

  	
  Assignment
  and Subletting

  	
  21

  
	
  26.

  	
  Subordination

  	
  22

  
	
  27.

  	
  Tenant’s
  Certificates

  	
  23

  
	
  28.

  	
  Acceptance;
  Surrender

  	
  23

  



 


1

















 


	
  29.

  	
  Option
  to Renew

  	
  24

  
	
  30.

  	
  Notices

  	
  24

  
	
  31.

  	
  Broker

  	
  24

  
	
  32.

  	
  Definition
  of Parties

  	
  24

  
	
  33.

  	
  Entire
  Agreement; Interpretation

  	
  25

  
	
  34.

  	
  Waiver
  of Jury Trial

  	
  25

  



 


2

















 


AGREEMENT OF LEASE made this 21st day of January, 2005, by and between 450 SENTRY PARKWAY ASSOCIATES, a
Pennsylvania limited partnership, acting by and through its General Partner, AK
Real Estate Corp. (“Landlord”), party of the first part, and VIRAL GENOMIX, INC. d/b/a VGX PHARMACEUTICALS, a Delaware
corporation,  (“Tenant”), party of the second part.


 


WITNESSETH THAT, for and in consideration
of the rents, covenants and agreements herein contained and intending to be
legally bound hereby, the parties hereto covenant and agree as follows:


 


1.                                       Reference Data.  As used in this Lease, the following terms shall
be defined as indicated and refer to the data set forth in this Section 1.


 


	
  LANDLORD’S
  ADDRESS:

  	
  550
  Township Line Road, Suite 500

  
	
   

  	
  Blue
  Bell, PA 19422

  
	
   

  	
  FAX
  (610) 825-6858

  
	
   

  	
  E-mail:
  jim@kilduffco.com,
  cc: patp@kilduffco.com

  
	
   

  	
   

  
	
  TENANT’S
  ADDRESS:

  	
  3701
  Market Street, 4th Floor

  
	
   

  	
  Philadelphia,
  PA 19104

  
	
   

  	
  FAX
  (215) 966-6101

  
	
   

  	
  E-mail:
  shine@vgxp.com

  
	
   

  	
   

  
	
   

  	
  After
  the Commencement Date, at the Premises.

  



 


	
  PREMISES:

  	
  that
  7,050 SF+ rentable square foot portion (“Premises”) of the first floor of the 37,417 square foot
  building (“Building”) owned by
  Landlord on a parcel of land containing approximately 5 acres (the “Land”)
  located at 450 Sentry Parkway, Blue Bell, Whitpain Township, Montgomery
  County, Pennsylvania (the “Land”),
  as further identified in Exhibits “A” and “B” attached hereto and made a part
  hereof.  The Building and the Land are
  hereinafter collectively referred to as the “Property”.

   

  
	
  TERM:

  	
  Five
  (5) years, unless sooner terminated, as herein provided.

  



 


SCHEDULED COMMENCEMENT DATE:                                                                 March 15,
2005


 


3

















 


	
  BASE
  RENT:

  	
  Year
  1 $ 95,000

  	
  ($ 7,916.67 per month)

  
	
   

  	
  Year
  2 $125,000

  	
  ($10,416.67
  per month)

  
	
   

  	
  Year
  3 $150,000

  	
  ($12,500.00
  per month)

  
	
   

  	
  Year
  4 $155,000

  	
  ($12,916.67
  per month)

  
	
   

  	
  Year
  5 $160,000

  	
  ($13,333.33
  per month)

  



 


The
first monthly installment shall be paid upon the signing of this Lease.


 


	
  LEASE
  YEAR:

  	
  Any
  twelve month period beginning on the Commencement Date or any anniversary
  thereof.

  



 


	
  ADDITIONAL
  RENT:

  	
   

  	
  Sums
  not including Base Rent which Tenant is obligated to pay to Landlord from
  time to time pursuant to the terms of this Lease.

  
	
   

  	
   

  	
   

  
	
  SECURITY
  DEPOSIT:

  	
   

  	
  $24,000.00

  
	
   

  	
   

  	
   

  
	
  PERMITTED
  USES:

  	
   

  	
  Tenant
  shall use and occupy the Premises for general office and laboratory uses and
  for no other purpose.

  



 


TENANT’S PROPORTIONATE
SHARE:18.84% (determined by dividing the area of the Premises by the area of
the Building).  For purposes of
determining electric usage, Tenant’s Proportionate Share shall be determined by
multiplying the electric bill by a fraction, the numerator of which is 7,050
and the denominator of which is the occupied area of the 25,417 square foot
two-story section of the Building. 
Tenant’s Proportionate Share of gas usage shall be determined by
multiplying the first floor gas bill by a fraction, the numerator of which is
7,050 and the denominator of which is the occupied area of the 12,450 square
foot first floor of the two-story section of the building.


 


2.                                       Demise.


 


Landlord
hereby demises and lets to Tenant and Tenant hereby hires and leases from Landlord
the Premises, TOGETHER WITH, appurtenant to the Premises, the right to use in
common with Landlord and other tenants, occupants and visitors to 


 


4

















 


the
Building, the common driveways, parking lots, walkways and sidewalks on the
Land and the lobbies, hallways, rest rooms, and other common facilities in the
Building, for the Term and upon the conditions and limitations set forth
herein.  This Lease shall not be binding
upon Landlord unless Landlord’s mortgagee shall have approved this Lease within
thirty (30) days from the date hereof.


 


3.                                       Construction by
Landlord.


 


A.                                   Landlord shall
repaint and carpet the Premises and construct and do such other work
(collectively, the “Landlord’s Work”) in substantial conformity with Scheme 2
on the sketch plan attached hereto as Exhibit “C”, which has been
initialed by the parties and which is incorporated herein by reference.


 


B.                                     If Landlord
deems any changes, additions or alterations in the Space Plan necessary in
connection with the construction of the Premises, such /changes, additions or
alterations shall be submitted to Tenant for approval, which approval shall not
be unreasonably withheld or delayed and shall be deemed to be given if not
disapproved in writing within seven (7) days after Landlord’s submission
of the same to Tenant.  Any dispute as to
the content of such changes, additions or alterations may, at the option of
either party hereto, be conclusively determined by the independent architect or
engineer retained by Landlord for the construction of the Building.


 


C.                                     The Premises
shall be substantially completed on or before the Scheduled Commencement Date,
provided that the Scheduled Commencement Date shall be extended for the time
equivalent to any time lost by Landlord due to strikes, labor disputes,
governmental restrictions or limitations, scarcity of or inability to obtain
labor or materials, accidents, fire or other casualties, weather conditions,
current Tenant’s failure to vacate when anticipated, or any cause similar to or
dissimilar to the foregoing beyond the reasonable control of Landlord.  All the aforesaid work shall be done in
compliance with applicable laws and lawful ordinances.


 


D.                                    Landlord will remove any furniture that Tenant does not use.


 


5

















 


E.                                      Landlord shall
be responsible to make any repairs necessitated by defective workmanship or
materials in the aforesaid work, provided that such defect appears and Tenant
gives Landlord written notice thereof during the first 365 days of the Term.


 


4.                                       Term.  The Term shall commence on the earlier of
(the “Commencement Date”):  (a) the date when Tenant, with Landlord’s
consent, assumes possession of the Premises or any part thereof, or (b) the
fifth consecutive business day following Landlord’s notice to Tenant that the
Premises are substantially completed (provided that the Premises are, in fact,
substantially completed).  The Premises
shall be substantially completed when the construction work and other items of
work for which Landlord is responsible under Section 3 hereof have been
completed to the extent that the Premises may be fully occupied by Tenant for
its Permitted Uses, subject only to completion of minor finishing and
adjustment of equipment.  If Commencement
Date shall fall on a day other than the first day of a calendar month, the Term
shall be increased by the number of days remaining in such calendar month.  The commencement and expiration dates of the
Term, when determined as above provided, shall be confirmed by an addendum to
this Lease.


 


5.                                       Holding Over.  This Lease shall expire absolutely and
without notice on the last day of the Term, provided that if Tenant, with the
prior written consent of Landlord, retains possession of the Premises or any
part thereof after the termination of this Lease by expiration of the Term or
otherwise, a month-to-month tenancy shall be deemed to exist, and Tenant shall
continue to pay the Base Rent and Additional Rent due hereunder.  If such holding over exists without Landlord’s
prior written consent, Tenant shall pay Landlord, as partial compensation for
such unlawful retention, an amount calculated on a per diem basis for each day
of such continued unlawful retention, equal to 200% of the Base Rent for the
time Tenant thus remains in possession. 
Such payments for unlawful retention shall not limit any rights or
remedies of Landlord resulting by reason of the wrongful holding over by Tenant
or create any right in Tenant to continue in possession of the Premises.


 


6.                                       Base Rent and
Additional Rent.


 


A.                                   Tenant shall
pay to Landlord during the Term the Base Rent, without notice or demand, in the
monthly installments specified in Section 1, in advance on the first day
of each calendar month of the Term, at Landlord’s principal office as 


 


6

















 


indicated
in Section 1 above.  The first month’s
installment of Base Rent shall be payable upon the execution of this
Lease.  If the Term commences other than
on the first day of a calendar month, then the installment of Base Rent for the
first calendar month of the Term shall be adjusted proportionately, and the
aforesaid first installment paid by Tenant upon the execution of this Lease
shall be initially applied to the first partial month of the Term, and the
balance to the next month.


 


B.                                     Within ninety
(90) days of the end of each calendar year, Landlord shall determine its costs
for the services provided in accordance with Section 8 hereof for the
preceding calendar year (“Annual Operating Expenses”) and shall provide Tenant
with a copy of such statement.  The
Annual Operating Expenses so determined for the 2005 calendar year shall
constitute the “Base Year Operating Expenses”. 
Should Landlord’s Annual Operating Expenses for any successive calendar
year during the Term of this Lease exceed its Base Year Operating Expenses,
Tenant shall pay to Landlord, as Additional Rent, upon receipt of Landlord’s
statement, its proportionate share of such excess.


 


C.                                     Base Rent,
Additional Rent and all other sums payable by Tenant to Landlord hereunder
shall be paid, without set-off or deduction, in lawful currency of the United
States of America to Landlord at the address set forth in Section 1
hereof, or at such other address as Landlord may from time to time designate in
writing to Tenant.  In order to partially
compensate Landlord for the extra expense incurred in the handling of
delinquent payments, Tenant agrees to pay Landlord a late charge equal to the
product obtained by multiplying each installment of Base Rent or Additional
Rent not paid by its due date by five percent (5%) (the “Default Rate”).


 


D.                                    Notwithstanding
the foregoing, “Operating Expenses” shall not include expenditures for any of
the following:


 


(i)                                     The costs for alterations or additions
which are considered capital improvements or replacements under generally
accepted accounting principles,


 


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


 


Repairs for which Landlord is responsible pursuant to Section 11
below, and work for which Landlord is responsible under Section 3 above,


 


Repairs or rebuilding necessitated by condemnation,


 


7

















 


Depreciation and amortization of the Building,


 


The salaries and benefits of executive officers of
Landlord, if any,


 


Net income, franchise or capital stock taxes payable
by Landlord,


 


Interest on debt or amortization or principal on any
mortgage or other obligations of Landlord.


 


Items
of Operating Expense which are not exclusively incurred with respect to the
Building by reason of the nature of the items or otherwise shall be equitably
allocated by Landlord among the buildings to which the same relate or for whose
benefit the same have been incurred, and only the portion allocated to the
building shall be included in calculating the Operating Expense for the
Building.


 


7.                                       Security
Deposit.  Upon the date hereof Tenant
shall pay to Landlord a security deposit in the amount set forth in Section 1
hereof which Landlord will hold as security for the faithful performance by
Tenant of all its covenants and agreements under this Lease, but in no event
shall Landlord be obliged to apply same to rents or other charges in arrears or
damages for Tenant’s default hereunder, but Landlord may so apply the security
deposit at its option.  Landlord’s right
to possession of the Premises for Tenant’s default or any other reason shall
not be affected by the fact that Landlord holds said security deposit.  The security deposit, if not so applied by
Landlord, shall be returned to Tenant within sixty (60) days after this Lease
terminates, provided that Tenant shall have vacated the Premises and delivered
the same to Landlord, as herein provided. 
In the event of any transfer of Landlord’s interest in the Premises,
Landlord shall have the right to transfer its interest in the security deposit,
whereupon Landlord shall be released of all liability with respect to such
security deposit, and Tenant shall look solely to such transferee for the
return of the same.


 


8.                                       Landlord’s
Services.  So long as
Tenant is not in default hereunder, Landlord shall:


 


A.                                   Arrange for all
required utility services to the Premises; provided, however, that
Landlord shall not be liable to Tenant for any loss or damage arising from
interruption in such utility services. 
It is expressly understood and agreed by the parties hereto that Tenant
shall be responsible for payment of the cost of all gas and electricity 


 


8

















 


consumed
on the Premises.


 


B.                                     Clean or cause
the Premises and Building to be kept clean to the standards of a first-class
suburban office building, provided the same are kept in order by Tenant.


 


C.                                     Pay all real
estate taxes and other taxes or charges levied in lieu of such taxes, general
and special public assessments, charges imposed by any governmental authority
pursuant to anti-pollution or environmental legislation, taxes on the rentals
of the Building or the use, occupancy or renting of space therein.


 


D.                                    Pay all
premiums and fees for fire and extended coverage insurance, insurance against
loss of rentals for space in the Building and public liability insurance.


 


E.                                      Pay all water
and sewer service charges, electricity, heat and other utility charges not separately metered to tenants in the
Building.


 


F.                                      Provide for
snow and trash removal and maintenance and repair of parking lots and
sidewalks, lawn and general grounds upkeep, and the costs of all labor,
material and supplies incidental thereto.


 


G.                                     Make all
repairs necessary to maintain the plumbing and electrical systems, windows,
floors (excluding carpeting),  roof,
common areas and all other items which constitute a part of the Premises and
the Building and are installed or furnished by Landlord, except repairs to
Tenant’s trade fixtures and property and installations which Tenant is
obligated to make or which were performed by Landlord at Tenant’s request; provided,
however, that Landlord shall not be obligated for any of such repairs
until the expiration of a reasonable period of time after written notice from
Tenant that such repair is needed.  In no
event shall Landlord by obligated under this paragraph to repair any damage
caused by any act, omission or negligence of Tenant or its employees, agents,
invitees, licensees, subtenants, or contractors.


 


Tenant
shall keep clean and otherwise take good care of the Premises and the fixtures
and appurtenances therein.  Tenant shall,
at its sole cost and expense, repair and replace all damage or injury to the
Premises and the Building and to fixtures 


 


9

















 


and
equipment caused by Tenant or its employees, agents, invitees, licensees,
subtenants, or contractors, or as the result of all of any of them moving in or
out of the Building or by installation or removal of furniture, fixtures or
other property, which repairs and replacements shall be in quality and class
equal to the original work or installations. 
If Tenant fails to make such repairs or replacements, the same may be
made by Landlord and such expense shall be collectible as Additional Rent and
paid by Tenant within fifteen (15) days after rendition of a bill therefor.


 


Landlord
shall not be liable by reason of any injury to or interference with Tenant’s
business arising from the making of any repairs, alterations, additions or
improvements in or to the Premises or the Building or to any appurtenances or
equipment therein.  Except as expressly
provided in Sections 11 and 12 hereof, there shall be no abatement of rent
because of such repairs, alterations, additions or improvements.


 


9.                                       No Other
Services by Landlord.


 


Landlord
shall not be required to render any services to Tenant or to make any repairs
or replacements to the Premises, except as provided in Sections 3, 8, 11 and 12
hereof.


 


10.                                 Insurance.


 


A.                                   Tenant, at
Tenant’s expense, shall maintain in effect throughout the Term, through
insurance carriers reasonably satisfactory to Landlord, insurance against
claims for personal injury (including death) and property damage, under a
policy of general public liability insurance, in amounts not less than
$1,000,000 combined single limit in respect of bodily injury (including death)
and $100,000 for property damage.  The
insurance policy shall name both Landlord and Tenant as insured parties.


 


B.                                     Tenant shall,
at its own expense, maintain fire and comprehensive casualty insurance of
adequate amounts with respect to its own fixtures, merchandise, equipment and
other property contained in the Premises, it being understood that all
merchandise, furniture, fixtures, effects and property of every kind of Tenant
which may be in the Premises, or the Building or on the Land shall be at the
sole risk and hazard of Tenant.


 


10














 


C.                                     Prior
to the commencement of the Term, Tenant shall provide Landlord with
certificates of the insurance policies herein required of Tenant.  All policies shall provide that coverage
thereunder may not be reduced or terminated without at least thirty (30) days
prior written notice to Landlord.  Tenant
shall furnish to Landlord throughout the Term replacement certificates at least
thirty (30) days prior to the expiration date of the then current policies and,
upon request of Landlord, shall supply to Landlord copies of all policies
herein required of Tenant.


 


D.                                    Landlord shall
maintain and keep in effect throughout the Term of this Lease insurance against
loss or damage to the building by fire and such other casualties as may be
included within either fire and extended coverage insurance or all-risk
insurance and such other insurance as Landlord may desire or as may reasonably
be required from time to time by any mortgagee.


 


E.                                      Each of the
parties hereto hereby releases the other from liability for injury, loss or
damage which may be inflicted upon the property of such party, even if such
liability results from the negligence of the other party; provided, however,
that this release shall be effective only (i) during such time as the
applicable insurance policy carried by such party names the other party as a
co-insured or contains a clause to the effect that this release shall not
affect said policy or the right of the insured to recover thereunder, and (ii) to
the extent of the coverage of such policy. 
If any policy does not permit such a waiver, and if the party to benefit
therefrom requests that such a waiver be obtained, the other party agrees to
obtain an endorsement to its insurance policies permitting such waiver of
subrogation, if available, and if an additional premium is charged for such
waiver, the party benefiting therefrom shall pay same promptly upon being
billed therefor.


 


11

















 


11.                                 Casualty.


 


A.                                   If
the Premises shall be damaged or destroyed by fire or other casualty, Tenant
shall promptly notify Landlord, and Landlord shall repair the damaged portions
of the Premises (but not any of the Tenant’s property therein or improvements
or alterations made by the Tenant), except that if, in Landlord’s reasonable
judgment, the damage would require more than sixty days work to repair, or if
the insurance proceeds (excluding rent insurance) which Landlord anticipates
receiving must be applied to repay any mortgages encumbering the Building or
are otherwise inadequate to pay the cost of such repair, then Landlord shall
have the right to terminate this Lease by so notifying Tenant, which notice
shall specify a termination date not less than fifteen (15) days after its
transmission.  If Landlord is so required
to repair, the work shall be commenced promptly and completed with due
diligence, taking into account the time required by Landlord to effect a
settlement with, and procure insurance proceeds from, the insurer, except for
delays due to governmental regulation, scarcity of or inability to obtain labor
or materials, or causes beyond Landlord’s reasonable control.


 


B.                                     During the period
when Tenant shall be deprived of possession of the Premises by reason of such
damage, Tenant’s obligation to pay Base Rent under Section 6 shall abate
as of the date of the casualty in the proportion which the damaged area of the
Premises bears to the entire Premises.


 


C.                                     If Landlord does
not restore the Premises or the affected portion to tenantability within one
hundred eighty (180) days after such casualty (provided that the nature of the
damage is such that it reasonably could be repaired within one hundred eighty
[180] days after commencement of work), or so commences restoration and pursues
the same with due diligence if restoration cannot be completed within such one
hundred eighty (180) days, Tenant may then terminate this Lease, retroactive to
the date of casualty; provided, however, such one hundred eighty
(180) day period shall be extended by causes delaying the work of restoration
which are beyond Landlord’s reasonable control.


 


12.                                 Condemnation.


 


A.                                   If all or a
substantial portion of the Premises is taken through the exercise of the power
of eminent domain, this Lease shall terminate on the date when possession of
the Premises is required by the condemning authority.  If only part of the


 


12

















 


Premises is taken, then (i) if the condemnation award is
insufficient to restore the remaining portion of the Premises or if such award
must be applied to repay any mortgages encumbering the Premises, or (ii) if
a substantial portion of the Premises is so taken, and it is commercially
impossible for Tenant to continue its business within the Premises, then
Landlord in the case of (i) above and Tenant in the case of (ii) above
shall have the right to terminate this Lease on the date when the condemned
portion of the Premises is required to be delivered to the condemning
authority, which right shall be exercisable by the exercising party so notifying
the other party no later than thirty (30) days prior to such date.


 


B.                                     If this Lease is
not so terminated after a partial condemnation, then after the date when the
condemned portion of the Premises is delivered to the condemnor, the Base Rent
shall be reduced effective as of the date of delivery in the proportion which
the condemned area bears to the entire area of the Premises.


 


C.                                     Tenant shall have
the right to claim against the condemnor only for removal and moving expenses
and business dislocation damages which may be separately payable to tenants in
general under Pennsylvania law, provided such payment does not reduce the award
otherwise payable to Landlord.  Subject
to the foregoing, Tenant hereby waives all claims against Landlord with respect
to a condemnation, and hereby assigns to Landlord all claims against the
condemnor including, without limitation, all claims for leasehold damages and
diminution in the value of Tenant’s leasehold estate.


 


13.                                 Tenant’s Fixtures.  Tenant shall have the right to install trade
fixtures, machinery and equipment (excluding alterations, improvements and
additions which are governed by Section 14) required by Tenant or used by
it in its business, provided that same do not impair the structural strength of
the Building and further provided that such trade fixtures, machinery and
equipment shall be limited to items normally used in an office/warehouse
building.  Tenant shall remove all such
trade fixtures, machinery and equipment prior to the end of the Term, and
Tenant shall repair and restore any damage to the Premises caused by such
installation or removal.


 


14.                                 Alterations.  Tenant shall not, without on each occasion
first obtaining Landlord’s prior written consent, make any alterations,
improvements or additions to the Premises, except that Tenant may, without the
consent of Landlord but with prior written notice to Landlord, make minor
improvements to the interior of the Premises provided that they do not impair
the structural strength, operation or value of the Premises.


 


13

















 


Tenant agrees to pay for such alterations, etc. and to indemnify, save
and hold Landlord harmless from any cost, expense or liens arising in
connection therewith.  All alterations,
improvements and additions, except for minor alterations and improvements as
aforesaid, upon completion of construction thereof, shall become part of the
Premises and the property of Landlord without payment therefor by Landlord and
shall be surrendered to Landlord at the end of the Term; provided, however,
if so notified by Landlord at the time Tenant requests Landlord’s consent to
such alterations, etc., Tenant shall, prior to the end of the Term, remove all
such alterations and improvements, or the parts thereof specified by Landlord,
from the Premises and shall repair all damage caused by installation and
removal.  For purposes of this Section 14,
“minor improvements” shall be
defined as those improvements costing no more than $5,000.  Landlord acknowledges that Tenant will be
setting up a laboratory in the Premises and Landlord shall consent to such
improvements.


 


15.                                 Mechanics’ Liens.  Tenant shall not, in the making of any
repairs or alterations pursuant to the provisions of Section 14 hereof,
suffer or permit any mechanic’s, laborer’s or materialman’s lien to be filed
against the Premises or any part thereof by reason of labor or materials
supplied or claimed to have been supplied to Tenant; and if any such lien shall
be filed, Tenant, within thirty days after notice of filing, shall cause it to
be discharged of record (by payment, payment into court or bonding).


 


16.                                 Use of Premises.


 


A.  Tenant shall not commit or
suffer any waste upon the Premises, or any nuisance or any other act which may
disturb the quiet enjoyment of any other tenant in the Building.


 


B.  Tenant shall not dispose of,
store, deposit, bury, dump, spill, leak, place, release or inject in the
Building or on the Land any Hazardous Waste (as hereinafter defined) in any
manner which would violate any of the Environmental Statutes (as hereinafter
defined).  For purposes of this Lease,
the term “Environmental Statutes” shall
mean all federal, state or local laws, ordinances, rules, regulations or
policies, now or hereafter existing, which govern or otherwise relate to the
use, storage, treatment, transportation, manufacture, refinement, handling,
production or disposal of any hazardous waste as defined in the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C.  9, 601 et seq.) (“CERCLA”) or


 


14

















 


any other applicable federal, state or local statute.  For purposes of this Agreement, the term “Hazardous Waste” shall mean any flammable
substance, explosive, radio active material, hazardous material, hazardous
waste, toxic substance, pollutant, pollution or any related materials or
substances specified in any of the Environmental Statutes, including, but not
limited to, asbestos, PCBs and any “hazardous substance” as defined in CERCLA.


 


17.                                 Rules and
Regulations.  Tenant covenants and
agrees that Tenant, its employees, agents, invitees, licensees and other
visitors, shall observe faithfully, and comply strictly with, such reasonable Rules and
Regulations as Landlord or Landlord’s agents may, after notice to Tenant, from
time to time adopt with respect to the Building.


 


18.                                 Governmental
Regulations.  Tenant shall throughout
the term of this Lease, at Tenant’s sole cost and expense, promptly comply with
all laws and ordinances and notices, orders, rules, regulations and
requirements of all federal, state and municipal governments and appropriate
departments, commissions, boards and officers thereof, and notices, orders, rules and
regulations of the National Board of Fire Underwriters, or any other body now
or hereafter constituted exercising similar functions, relating to the
Premises, exterior as well as interior, foreseen or unforeseen, ordinary as
well as extraordinary, or to the use or manner of use of the Premises, or to
the fixtures and equipment thereof. 
Without limiting the generality of the foregoing, Tenant shall keep in
force at all times all licenses, consents and permits necessary for the lawful
use of the Premises for the purposes herein provided and Tenant shall pay all
personal property taxes, income taxes, license fees, and other taxes which are
or may be assessed, levied or imposed upon Tenant in connection with Tenant’s
operation of its business upon the Premises. 
Tenant shall likewise observe and comply with the requirements of all
policies of public liability, fire and other policies of insurance at any time
in force with respect to the Premises.


 


19.                                 Signs.  Except for signs which are located wholly
within the interior of the Premises and which are not visible from the exterior
of the Building, no signs shall be placed, erected or maintained at any place
upon the Premises or the Building without the prior written consent of Landlord
as to the size, location, content and illumination thereof.  Tenant shall have the right to use two-thirds
of the area of the existing “Health Advocate” sign currently installed on the
Land, substituting its own name thereon, so long as Whitpain Township shall
permit Tenant’s use of the sign. Upon submission of its artwork to Landlord,
Landlord shall endeavor to secure the required permit from Whitpain Township
and, if approved and granted, shall have the new sign faces fabricated and
installed by its vendor.  Any permitted
signs shall be maintained by Tenant in good condition during the Term, and
Tenant shall remove the same at the 


 


15

















 


expiration or earlier termination of this Lease, repairing any damage
caused by the installation and/or removal.


 


20.                                 Landlord’s Entry.  Landlord and its agents, contractors and
invitees shall have the right to enter the Premises at all reasonable times to
inspect the same, to exhibit same to prospective purchasers, tenants and
mortgagees, and to make any necessary repairs thereto.  Landlord agrees not to unreasonably interfere
with Tenant’s business operations in the Premises during such entry.  Landlord shall not be liable in any manner to
Tenant by reason of such entry or the performance of repair work in the
Premises and the obligations of Tenant hereunder shall not thereby be affected.


 


21.                                 Indemnification.


 


A.  The parties hereto shall each
indemnify the other from and against any and all losses, costs (including
reasonable counsel fees), claims, suits, actions and causes of action, whether
legal or equitable, sustained or arising by reason of the indemnifying party’s
default in any of its obligations hereunder, or of the fault or neglect of the
indemnifying party or of the failure by the indemnifying party or any of its
officers, agents, employees or invitees to fulfill any duty toward the public,
or any person or persons whomsoever, which the indemnifying party, by reason of
its occupancy or use of the Premises, may owe.


 


B.  Tenant shall protect,
indemnify and save Landlord harmless from and against any and all liability,
laws, damage, cost or expense that Landlord may suffer or incur as a result of
any claims, demands, damages, losses, liabilities, costs, charges, suits,
orders, judgments or adjudications asserted, assessed, filed or entered against
Landlord by any third party, including any governmental authority, arising from
the alleged deposit, storage, disposal, burial, dumping, injecting, spilling,
leaking or other use, placement or release in, on or affecting the Building or
the Land of a Hazardous Waste or otherwise arising from any other alleged
violation of any of the Environmental Statutes, including, but not limited to,
liability for costs and expenses of abatement, correction or clean-up, fines,
damages, response costs or penalties, or liability for personal injury or
property damage.


 


22.                                 Curing Tenant’s
Defaults.  If Tenant shall default in
performing any of its obligations hereunder, Landlord may (but shall not be so
obliged), in addition to Landlord’s other rights and remedies and without
waiver of such default, cure such default on behalf of Tenant, thereby entering
and possessing the Premises if deemed 


 


16

















 


necessary by Landlord, provided that Landlord shall have first given
Tenant written notice of such default and Tenant shall have failed within
fifteen (15) days following said written notice to cure or diligently to pursue
the cure of said default (which notice and opportunity to cure shall not be
required in case of emergency).  Tenant,
upon demand of Landlord, shall reimburse Landlord for all costs (including
reasonable counsel fees) incurred by Landlord with respect to such default,
and, if Landlord so elects, Landlord’s efforts to cure the same, which costs
shall be deemed Additional Rent hereunder.


 


23.                                 Default.


 


A.                                   If


 


(i)                                     Tenant
fails to pay any installment of Base Rent when due and such failure continues
for a period of five (5) days after notice by or on behalf of Landlord; provided,
however, that Landlord need not give any such notice, and Tenant shall
not be entitled to any such period of grace, more than twice in any twelve (12)
month period,


 


(ii)                                  Tenant fails to pay
any Additional Rent when due and such failure continues for a period of ten (10) days
after written notice from Landlord,


 


(iii)                               Tenant
abandons the Premises,


 


(iv)                              Tenant fails to observe
or perform any of Tenant’s other obligations herein contained and such failure
continues for more than fifteen (15) days after written notice from Landlord,


 


(v)                                 Tenant makes an
assignment for the benefit of creditors,


 


(vi)                              Tenant commits an act of
bankruptcy or files a petition or commences any proceeding under any bankruptcy
or insolvency law,


 


(vii)                           a
petition is filed or any proceeding is commenced against Tenant under any
bankruptcy or insolvency law and is not dismissed within thirty (30) days,


 


(viii)                        Tenant
is adjudicated a bankrupt,


 


(ix)                                a receiver or other
official is appointed for Tenant or for a substantial part of Tenant’s assets
or for Tenant’s interests in this Lease, or


 


(x)                                   any attachment or
execution is filed or levied against a 


 


17

















 


substantial part of Tenant’s assets or Tenant’s interests in this Lease
or any of Tenant’s property in the Premises, then, in any such event, an Event
of Default shall be deemed to exist and Tenant shall be in default hereunder,
and, at the option of Landlord:


 


a)                                      the balance of
the Base Rent and all Additional Rent and all other sums to which Landlord is
entitled hereunder shall be deemed to be due, payable and in arrears, as if
payable in advance hereunder; or


 


b)                                     this
Lease and the Term shall, without waiver of Landlord’s other rights and
remedies, terminate without any right of Tenant to save the forfeiture.


 


Any acceleration of the rent by Landlord shall not constitute a waiver
of any right or remedy of Landlord, and if Tenant shall fail to pay the
accelerated rent upon Landlord’s demand, then Landlord may thereafter terminate
this Lease, as aforesaid.  Immediately
upon such termination by Landlord, Landlord shall have the right to recover
possession of the Premises with or without legal process, breaking locks and
replacing locks, and removing Tenant’s and any third party’s property
therefrom, and making any disposition thereof as Landlord may deem commercially
reasonable.


 


B.                                     Unless and until
Landlord shall have terminated this Lease under subsection 23.A above, Tenant
shall remain fully liable and responsible to perform all of the covenants and
to observe all of the conditions of this Lease throughout the remainder of the
Term; and, in addition, Tenant shall pay to Landlord, upon demand and as
Additional Rent, the total sum of all costs, losses and expenses, including
reasonable counsel fees, as Landlord incurs, directly or indirectly, because of
any Event of Default having occurred.


 


At any time or from time to time after the repossession of the Premises
or any part thereof, pursuant to subsection 23.A., whether or not the Term
shall have been terminated pursuant to subsection 23.A., Landlord shall attempt
to relet all or any part of the Premises for the account of Tenant for such
term or terms (which may be greater or less than the period which would
otherwise have constituted the balance of the Lease Term) and on such conditions
(which may include concessions or free rent) and for such uses as Landlord, in
its absolute discretion, may determine, but Landlord shall have no obligation
to rent the Premises so long as Landlord (or any related entity) has other
comparable vacant space available for leasing in the general geographical area
of the Premises.  Upon each such
reletting all rents received by Landlord from such reletting shall be applied:
first, to the payment of any indebtedness other than rent due hereunder from
Tenant to Landlord; second, to the payment of any costs and expenses of such
reletting, including brokerage fees and attorney’s fees and all costs of such
alterations and repairs; third, to the payment of rent due and unpaid
hereunder; and the 


 


18

















 


residue, if any, shall be held by Landlord and applied in payment of
future rent as it may become due and payable hereunder.  If such rentals received from such reletting
during any month shall be less than that to be paid during that month by Tenant
hereunder, Tenant shall pay any such deficiency to Landlord.  Such deficiency shall be calculated and paid
monthly.


 


The damages which Landlord shall be entitled to recover from Tenant in
such case shall be the sum of:


 


i)                                         all Base Rent
and Additional Rent accrued and unpaid as of the termination date;


 


ii)                                      a)
all costs and expenses incurred by Landlord in recovering possession of the
Premises, including removal and storage of Tenant’s property, improvements and
alterations therefrom,


 


b)  the costs and expenses of
restoring the Premises to the condition in which the same were to have been
surrendered by Tenant as of the expiration of the Term, or, in lieu thereof,
the costs and expenses of remodeling or altering the Premises or any part for
reletting the same,


 


c)  the costs of reletting (exclusive of those
covered by the foregoing b) including brokerage fees and reasonable counsel
fees, and


 


d)  general overhead and
advertising expenses not in excess of one percent (1%) of the total Base Rent
otherwise to be paid by Tenant over the remainder of the Term, for each month
or part thereof between the date of termination and the reletting of the entire
Premises; AND


 


iii)                                   all
Base Rent and other charges (including Additional Rent when the same can be
determined) otherwise payable by Tenant over the remainder of the Term:


 


—LESS—


 


iv)                                  all rent, including
Additional Rent to the extent that the same would have been payable by Tenant,
as Landlord may receive from other tenant(s) by reason of the leasing of
the Premises or part thereof during or attributable to any period falling
within the otherwise remainder of the Term.


 


The damage sums payable by Tenant under the preceding


 


19

















 


provisions of this subsection 23.B. shall be payable on demand from
time to time as the amounts are determined; and if from Landlord’s subsequent
receipt of rent as aforesaid from reletting, there be any excess payment(s) by
Tenant by reason of the crediting of such rent thereafter received, the excess
payment(s) shall be refunded by Landlord to Tenant, without interest.


 


Any sums payable by Tenant hereunder which are not paid within ten (10) days
after the same shall be due shall bear interest from that day until paid at the
rate of two percent (2%) over the then “prime rate” being charged by
Harleysville National Bank & Trust Company for ninety (90) day loans
to major corporate borrowers (unless such rate be usurious as applied to
Tenant, in which case the highest permitted legal rate shall apply).


 


C.                                     FOR THE PURPOSE OF
PROCURING POSSESSION OF THE PREMISES WHEN THE TERM SHALL END BY EXPIRATION OR
BY TERMINATION THEREOF ON ACCOUNT OF TENANT’S DEFAULT, TENANT HEREBY AUTHORIZES
AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD IN THE COMMONWEALTH OF
PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FOR TENANT AND ALL PERSONS CLAIMING
UNDER OR THROUGH TENANT, TO SIGN AN AGREEMENT FOR ENTERING IN ANY COMPETENT
COURT AN ACTION IN EJECTMENT FOR POSSESSION OF THE PREMISES AND TO APPEAR FOR
AND CONFESS JUDGMENT AGAINST TENANT, AND AGAINST ALL PERSONS CLAIMING UNDER OR
THROUGH TENANT, FOR THE RECOVERY BY LANDLORD OF POSSESSION OF THE SAME, WITHOUT
ANY STAY OF EXECUTION, FOR WHICH THIS LEASE, OR A COPY THEREOF VERIFIED BY
AFFIDAVIT, SHALL BE A SUFFICIENT WARRANT; AND THEREUPON A WRIT OF POSSESSION MAY BE
ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER.  TENANT HEREBY RELEASES LANDLORD FROM ALL
ERRORS AND DEFECTS WHATSOEVER IN ENTERING SUCH ACTION AND JUDGMENT AND IN
CAUSING SUCH WRIT OR WRITS TO BE ISSUED, AND HEREBY AGREES THAT NO WRIT OF
ERROR, APPEAL, PETITION TO OPEN OR STRIKE OFF JUDGMENT, OR OTHER OBJECTION
SHALL BE FILED OR MADE WITH RESPECT THERETO. 
IF FOR ANY REASON AFTER SUCH ACTION HAS BEEN COMMENCED THE SAME SHALL BE
DISCONTINUED OR POSSESSION OF THE PREMISES SHALL REMAIN IN OR BE RESTORED TO
TENANT, LANDLORD SHALL HAVE THE RIGHT FOR THE SAME DEFAULT OR ANY SUBSEQUENT
DEFAULT TO BRING ONE OR MORE FURTHER ACTIONS AS ABOVE PROVIDED TO RECOVER
POSSESSION OF THE PREMISES.


 


D.                                    TENANT, BEING FULLY
AWARE OF THE RIGHT TO NOTICE AND A HEARING CONCERNING THE VALIDITY OF ANY AND
ALL CLAIMS THAT MAY BE ASSERTED AGAINST TENANT BY LANDLORD BEFORE A
JUDGMENT


 


20














 


CAN BE ENTERED HEREUNDER OR BEFORE EXECUTION MAY BE LEVIED ON SUCH
JUDGMENT, HEREBY WAIVES THESE RIGHTS AND AGREES AND CONSENTS TO JUDGMENT BEING
ENTERED BY CONFESSION IN ACCORDANCE WITH THE TERMS HEREOF AND EXECUTION BEING
LEVIED ON SUCH JUDGMENT, IN EACH CASE WITHOUT FIRST BEING GIVEN NOTICE AND THE
OPPORTUNITY TO BE HEARD ON THE VALIDITY OF THE CLAIM OR CLAIMS UPON WHICH SUCH
JUDGMENT IS ENTERED.


 


E.             No act or forbearance by Landlord shall be
deemed a waiver or election of any right or remedy by Landlord with respect to
Tenant’s obligations hereunder, unless and to the extent that Landlord shall
execute and deliver to Tenant a written instrument to such effect, and any such
written waiver by Landlord shall not constitute a waiver or relinquishment for
the future of any obligation of Tenant. 
Landlord’s acceptance of any payment from Tenant (regardless of any
endorsement on any check or any writing accompanying such payment) may be
applied by Landlord to Tenant’s obligations then due hereunder, in any priority
as Landlord may elect, and such acceptance by Landlord shall not operate as an
accord and satisfaction or constitute a waiver of any right or remedy of
Landlord with regard to Tenant’s obligations hereunder.


 


24.           Quiet Enjoyment.  Landlord covenants and agrees with Tenant
that upon Tenant’s paying rent and observing and performing all the terms,
covenants and conditions on Tenant’s part to be observed and performed, Tenant
may peacefully and quietly enjoy the Premises free from any interference by
Landlord or anybody claiming rights by, through or under Landlord.


 


25.           Assignment and Subletting.  Tenant shall not assign, pledge, mortgage or
otherwise transfer or encumber this Lease, nor sublet all or any part of the
Premises or permit the same to be occupied or used by anyone other than Tenant
or its employees or any subsidiary, parent or affiliated company of Tenant
without Landlord’s prior written approval, which Landlord agrees not
unreasonably to withhold.  It will not be
unreasonable for Landlord to withhold consent if the reputation, financial
responsibility, or business of a proposed assignee or subtenant is
unsatisfactory to Landlord.


 


Tenant’s request for approval shall be in writing and contain the name,
address and description of the business of the proposed assignee or subtenant,
its most recent financial statement and other evidence of financial
responsibility, its intended use of the Premises, and the terms and conditions
of the proposed assignment or subletting.


 


21

















 


Within fifteen (15) days from receipt of such request, Landlord shall
either:


 


A.            grant or refuse consent; or


 


B.            elect to require Tenant


 


i)              to execute an assignment or lease or
sublease of Tenant’s interest hereunder to Landlord or its designee upon the
same terms and conditions as are contained herein, together with an assignment
of Tenant’s interest as sublessor in any such proposed sublease, or


 


ii)             Deleted.


 


Each assignee or sublessee of Tenant’s interest hereunder shall assume
and be deemed to have assumed this Lease and shall be and remain liable jointly
and severally with Tenant for all payments and for the due performance of all
terms, covenants, conditions and provisions herein contained on Tenant’s part
to be observed and performed.  No
assignment shall be binding upon Landlord unless the assignee shall deliver to
Landlord an instrument in recordable form containing a covenant or assumption
by the assignee, but the failure or refusal of an assignee to execute the same
shall not release assignee from its liability as set forth herein.


 


Any assignment or subletting shall terminate any right in Tenant (as
may otherwise be provided for herein) to renew or extend the Term of this Lease
or any right of expansion to new or additional space, and shall likewise
terminate and render void and of no effect any prior exercise of any of the
rights enumerated above (except and only to the extent that a renewal term is
then in effect).


 


Any consent by Landlord hereunder shall not constitute a waiver of
strict future compliance by Tenant of the provisions of this Section 25 or
a release of Tenant from the full performance by Tenant of any of the terms,
covenants, provisions or conditions in this Lease contained.


 


26.           Subordination.  This Lease is and shall be subject and
subordinate at all


 


22

















 


times to all mortgages and other encumbrances now or hereafter placed
upon the Premises without the necessity of any further instrument or act on the
part of Tenant to effectuate such subordination.  Tenant shall from time to time execute and
deliver within ten (10) days following the request of Landlord or Landlord’s
mortgagee, grantee or lessor, recordable instruments evidencing such
subordination and Tenant’s agreement to attorn to the holder of such prior
right.  Notwithstanding the foregoing,
any mortgagee may, at any time, subordinate its mortgage to this Lease, without
Tenant’s consent, by notice in writing to Tenant, whereupon this Lease shall be
deemed prior to such mortgage without regard to their respective dates.


 


Landlord agrees to use reasonable efforts to obtain a non-disturbance
agreement from the holder of any mortgage or other encumbrance now or hereafter
placed upon the Premises.  Tenant acknowledges
that any such agreement will be prepared on the lender’s standard form, may
require Tenant to confirm the subordination of this Lease and may require
Tenant to agree to attorn to the holder of such mortgage or other
encumbrance.  In the event Landlord is
unable to obtain a non-disturbance agreement despite using reasonable efforts,
such failure shall not affect the effectiveness of this Lease or diminish in
any way Tenant’s obligations hereunder.


 


27.           Tenant’s Certificates.  Tenant shall, from time to time, within
fifteen (15) days after Landlord’s request, execute and deliver to Landlord a
recordable written instrument(s) certifying that this Lease is unmodified
and in full effect (or if there have been modifications, that it is in effect
as modified), and the dates to which rental charges have been prepaid by
Tenant, if any, and whether or not Landlord is in default of any of its
obligations hereunder.  Tenant agrees
that such statement may be relied upon by any mortgagee, purchaser or assignee
of Landlord’s interest in this Lease or the Premises.


 


28.           Acceptance; Surrender.  By entry and possession of the Premises, Tenant
hereby acknowledges that Tenant has examined the Premises and accepts the same
as being in the condition called for by this Lease.  Tenant shall, at the end of the Term,
promptly surrender the Premises in good order and condition and in conformity
with the applicable provisions of this Lease, excepting only reasonable wear
and tear and damage by fire or other insured casualty.


 


23

















 


29.           Option to Renew.  Tenant shall have one (1) option to
extend this Agreement of Lease for an additional period of five (5) years,
at Tenant’s option, following the conclusion of the original Term hereof,
provided that Tenant is not in default either at the time Tenant exercises the
option or at the conclusion of the original Term.  Tenant may exercise such option by providing
Landlord with written notice of its intention to exercise its option to renew
not less than six (6) months prior to the expiration of the original Term,
and thereupon this Agreement of Lease shall be extended for the additional
term.  The terms, covenants and
conditions set forth herein shall continue to govern the relationship between
Landlord and Tenant during any extended period and the annual Base Rent payable
during such renewal term shall be the then fair market rental for leases in the
Building.  In no event, however, shall
the annual Base Rent payable during the renewal term be less than the annual
Base Rent payable during the last Lease Year of the original Term.


 


30.           Notices.  All notices, requests and consents herein
required or permitted from either party to the other shall be in writing and
shall be sent by personal delivery, nationally-recognized courier guaranteeing
overnight delivery, facsimile (with receipt confirmed), e-mail with evidence of
receipt and delivery of a copy of the notice by first class mail, or by mailing
the same by registered or certified mail, postage prepaid, return receipt
requested, addressed to Landlord at its address aforesaid, with a copy to any
mortgagee designated by Landlord, or, as the case may be, addressed to Tenant
at its address aforesaid, or to such other address as the party to receive same
may designate by notice to the other. 
All such notices, requests and other communications shall be deemed to
have been sufficiently given for all purposes on the date of personal delivery,
upon confirmation of receipt of facsimile, on the day after the date of deposit
with a courier guaranteeing overnight delivery, or if deposited in the United
States mail, the date when the notice is either received or rejected by the
addressee.


 


31.           Broker.  Tenant represents and warrants to Landlord
that all of Tenant’s dealings in regard to the Premises have been solely with
Landlord, Skyline Commercial Real Estate and The Windsor Realty Group and that
no other broker, agent or party has shown the Premises to Tenant or negotiated
with Tenant in regard thereto.


 


32.           Definition of Parties.  The word “Landlord”
is used herein to include the Landlord named above and any subsequent person
who succeeds to the rights of Landlord herein, each of whom shall have the same
rights and remedies as he would have had had he originally signed this Lease as
Landlord, but neither Landlord nor any such person shall have any liability
hereunder after he ceases to hold a fee or


 


24

















 


leasehold interest in the Premises, except for obligations which may
have theretofore accrued; and in all events, Tenant shall look solely to the
Premises and rent derived therefrom for enforcement of any obligation hereunder
or by law assumed or enforceable against Landlord or such other person.  The word “Tenant”
is used herein to include the party named above as Tenant as well as its or
their respective heirs, personal representatives, successors and assigns, each
of whom shall be under the same obligations, liabilities and disabilities and
have only such rights, privileges and powers as he would have possessed had he
originally signed this Lease as Tenant.


 


33.           Entire Agreement; Interpretation.  This Lease constitutes the entire agreement
between the parties hereto with respect to the Premises and there are no other
agreements or understandings.  This Lease
shall not be modified except by written instrument executed by both
parties.  The captions used herein are
for convenience only, and are not part of the Lease.  This Lease shall be construed in accordance with
the laws of the Commonwealth of Pennsylvania.


 


34.           Waiver of Jury Trial.  LANDLORD AND TENANT EACH HEREBY WAIVE ANY AND
ALL RIGHTS EITHER MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY
LITIGATION COMMENCED BY OR AGAINST ANY OF THE PARTIES TO THIS LEASE WITH
RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO UNDER THIS LEASE.


 


25

















 


IN WITNESS WHEREOF, the parties hereto have executed this Lease, under
seal, as of the day and year first above written.


 


	
   

  	
  450 SENTRY PARKWAY ASSOCIATES
 a Pennsylvania limited partnership

  BY:  AK
  Real Estate Corp.

  
	
   

  	
             General
  Partner

  	
   

  	
  LANDLORD

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WITNESS:

  	
  /s/ R. Scott Pierson

  	
   

  	
   

  	
   

  	
  BY:

  	
  /s/ James Kilduff

  
	
   

  	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (CORPORATE SEAL)

  	
   

  	
  VIRAL GENOMIX, INC.

  
	
   

  	
   

  	
  VGX PHARMACEUTICALS

  	
  TENANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ATTEST: 

  	
  /s/ Ernest E. Shin

  	
   

  	
  BY:

  	
   

  	
  /s/ J. Joseph Kim

  
										



 

















 


ADDENDUM
CONFIRMING LEASE TERM


 


THIS
ADDENDUM dated as of the 16th day of June, 2005, by and between 450 Sentry Parkway Associates (“Landlord”)
and Viral Genomix, Inc. d/b/a VGX
Pharmaceuticals (“Tenant”).


 


WITNESSETH
THAT:


 


Landlord
and Tenant entered into an Agreement of Lease dated January 21, 2005 (the “Lease”),
for premises in the building located at 450 Sentry Parkway, Blue Bell, Whitpain
Township, Montgomery County, Pennsylvania (the “Premises”).


 


NOW,
THEREFORE, the parties hereto, intending to be legally bound hereby, agree as
follows:


 


The Term of the Lease commenced on May 1,
2005 and shall expire on April 30, 2010.


 


Tenant’s obligation to pay Base Rent pursuant
to Section 6 of the Lease  commenced
on May 1, 2005.


 


Landlord has completed all improvements to
the Premises as required pursuant to Section 3 of the Lease.


 


IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed the day and year first above written.


 


	
   

  	
  450 Sentry Parkway Associates 

  	
  Landlord

  
	
   

  	
  By: AK Real Estate Corp., General Partner

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
  /s/ James A. Kilduff

  
	
   

  	
   

  	
   

  	
  James A. Kilduff, President

  
	
   

  	
   

  
	
   

  	
  Viral Genomix, Inc.

  
	
   

  	
  d/b/a VGX Pharmaceuticals

  	
  Tenant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
  /s/ Ernest Shin