PARAGON
      150 PIERCE STREET, L.L.C.





Landlord





DOV
      PHARMACEUTICAL, INC.




Tenant


150
      Pierce Street


Franklin
      Township, New Jersey





**Table
      of Contents**


1.
                SUMMARY
                    OF DEFINED TERMS.
                32.
                PREMISES.
                53.
                TERM.
                55.
                FIXED
                    RENT.
                57.
                UTILITY
                    CHARGES.
                68.
                SIGNS;
                    USE OF PREMISES AND COMMON AREAS.
                69.
                ENVIRONMENTAL
                    MATTERS.
                810.
                TENANT'S
                    ALTERATIONS.
                1011.
                INTENTIONALLY
                    DELETED.
                1013.
                LANDLORD'S
                    RIGHT OF ENTRY.
                1114.
                REPAIRS
                    AND MAINTENANCE.
                1115.
                INSURANCE;
                    SUBROGATION RIGHTS.
                1216.
                INDEMNIFICATION.
                1317.
                QUIET
                    ENJOYMENT.
                1418.
                FIRE
                    DAMAGE.
                1419.
                SUBORDINATION;
                    RIGHTS OF MORTGAGEE.
                1520.
                CONDEMNATION.
                1621.
                ESTOPPEL
                    CERTIFICATE.
                1722.
                DEFAULT.
                1723.
                INTENTIONALLY
                    DELETED.
                2124.
                LANDLORD'S
                    REPRESENTATIONS AND WARRANTIES.
                2125.
                SURRENDER.
                2226.
                RULES
                    AND REGULATIONS.
                2327.
                GOVERNMENTAL
                    REGULATIONS.
                2328.
                NOTICES.
                2429.
                BROKERS.
                2430.
                INTENTIONALLY
                    DELETED.
                2431.
                LANDLORD'S
                    LIABILITY.
                2432.
                AUTHORITY/REPRESENTATIONS
                    AND WARRANTIES.
                2533.
                NO
                    OFFER.
                2534.
                INTENTIONALLY
                    DELETED
                2535.
                INTENTIONALLY
                    DELETED
                2536.
                INTENTIONALLY
                    DELETED
                2537.
                INTENTIONALLY
                    DELETED
                2538.
                TENANT
                    FINANCIAL INFORMATION.
                2639.
                MISCELLANEOUS
                    PROVISIONS.
                2640.
                WAIVER
                    OF TRIAL BY JURY.
                2841.
                CONSENT
                    TO JURISDICTION.
                2942.
                LANDLORD’S
                    TERMINATION RIGHT.
                29


i





43.
            MUTUAL
                UNDERSTANDINGS.
            29EXHIBIT
                "A"
            31EXHIBIT
                "C" - WIRING INSTRUCTIONS
            33EXHIBIT
                “D” - INTENTIONALLY DELETED
            34EXHIBIT
                “E” - INTENTIONALLY DELETED
            35EXHIBIT
                “F” - CLEANING SPECIFICATIONS
            36EXHIBIT
                “G” - FORM SNDA
            37EXHIBIT
                “H” - RULES AND REGULATIONS
            38


ii


LEASE





THIS
      LEASE ("Lease") entered into as of the 1 st day of
      February, 2008, between PARAGON 150 PIERCE STREET, L.L.C., a New Jersey limited
      liability company, with an address at One Paragon Drive, Suite 145, Montvale,
      New Jersey 07645 ("Landlord"), and DOV PHARMACEUTICAL, INC., a Delaware
      corporation, with its principal place of business at Continental Plaza, 433
      Hackensack Avenue, Hackensack, New Jersey 07601 ("Tenant").




**WITNESSETH**




In
      consideration of the mutual covenants herein set forth, and intending to be
      legally bound, the parties hereto covenant and agree as follows:





1.  SUMMARY
      OF DEFINED TERMS .





The
      following defined terms, as used in this Lease, shall have the meanings and
      shall be construed as set forth below:





(a)
            "Building":
                The Building located at 150 Pierce Street, Franklin Township, New
                Jersey,
                which the parties stipulate and agree contains 133,686 rentable square
                feet.





(b)
            INTENTIONALLY
                DELETED.





(c)
            "Premises":
                The Building, the land and all other improvements located at 150
                Pierce
                Street, Franklin Township, New Jersey as more particularly described
                on
                Exhibit "A" and made a part hereof.





(d)
            "Term":
                From February 1, 2008 through and including January 31,
                2009.





(e)  " Fixed
      Rent ":





“Fixed
                Rent”
            
            Total Monthly PaymentFebruary
                2008
            
            
            -0-March
                2008
            
            $
            100,000April
                2008
            
            $
            100,000May
                2008
            
            $
            100,000June
                2008
            
            $
            100,000July
                2008
            
            $
            100,000August
                2008
            
            $
            100,000September
                2008
            
            $
            100,000October
                2008
            
            $
            100,000November
                2008
            
            $
            100,000December
                2008
            
            $
            67,000January
                2009
            
            $
            0


3


(f)
            “Rental
                Payment Address”:
                If not wired: c/o PARAGON 150 PIERCE STREET, L.L.C., One Paragon
                Drive,
                Suite 145, Montvale, New Jersey
                07645.





(g)
            INTENTIONALLY
                DELETED





(h)
            INTENTIONALLY
                DELETED.





(i)
            "Tenant's
                Allocated Share":
                zero percent 0%.





(j)
            “Rentable
                Area":
            Premises:
                133,686
            ft.Building:
                133,686
            ft.


(k)
            "Permitted
                Uses":
                Tenants may use the Premises for general office, research and development,
                vivarium, biological and chemical laboratory (including, without
                limitation, biochemical assays, preclinical research support utilizing
                chemical synthesis and isotopes and research using rodents and such
                other
                related uses as are allowed from time to time by applicable law),
                pilot
                plant, light manufacturing, storage and any uses necessary to the
                foregoing, including, without limitation, cafeteria, computer rooms
                and
                fitness center, and for no other purposes. Tenant's rights to use
                the
                Premises shall be subject to all applicable laws and governmental
                rules
                and regulations and to all reasonable requirements of the insurers
                of the
                Building.




(l)
            INTENTIONALLY
                DELETED





(m)
            "Notice
                Address/Contact":





Landlord:
            PARAGON
                150 PIERCE STREET, L.L.C.One
                Paragon Drive, Suite 145Montvale,
                New Jersey 07645Attn:
                Mr. Mark Schaevitz, Managing MemberTenant:
            DOV
                PHARMACEUTICAL, INC.150
                Pierce StreetFranklin
                Township, New JerseyAttn:    
                Barbara Duncan





(n)
            “Additional
                Rent”:
                All sums of money or charges required to be paid by Tenant under
                this
                Lease other than Fixed Rent, whether or not such sums or charges
                are
                designated as “Additional Rent”.


4


(o)
            “Rent”:
                All Annual Fixed Rent, monthly installments of Annual Fixed Rent,
                Fixed
                Rent and Additional Rent payable by Tenant to Landlord under this
                Lease.





(p)
            INTENTIONALLY
                DELETED





(q)
            INTENTIONALLY
                DELETED





(r)
            “Utilities”:
                zero dollars ($0.00).





2.
            PREMISES.





Landlord
      does hereby lease, demise and let unto Tenant and Tenant does hereby hire and
      lease from Landlord the Premises for the Term, upon the provisions, conditions
      and limitations set forth herein.





3.
            TERM.





(a)  The
      Term
      of this Lease shall commence as of February 1, 2008 (the "Commencement Date").
      The Term shall expire on January 31, 2009 (the “Expiration Date”).





4.
            INTENTIONALLY
                DELETED





5.
            FIXED
                RENT.





Tenant
      shall pay to Landlord without notice or demand, and without set-off, except
      as
      otherwise provided in this Lease, the annual Fixed Rent payable in the monthly
      installments of Fixed Rent as set forth in Article 1(e), in advance on the
      first
      day of each calendar month during the Term by check forwarded to Landlord at
      the
      address set forth in Article 1(f) above or wire transfer of immediately
      available funds pursuant to the wiring instructions annexed hereto as Exhibit
      “C”. Landlord acknowledges receipt of $133,000 of pre-paid rent that shall be
      applied first to the month of January 2009, with the remainder to be applied
      to
      December 2008, as reflected in the definition of Base Rent.





(b)  In
      the
      event any Fixed Rent or Additional Rent, charge, fee or other amount due from
      Tenant under the terms of this Lease are not paid to Landlord within 7 days
      of
      when due more than once in any twelve (12) month period, Tenant shall also
      pay
      as Additional Rent a service and handling charge equal to five (5%) percent
      of
      the total payment then due. The aforesaid late fee shall begin to accrue on
      the
      initial date of a payment due date, irrespective of any grace period granted
      hereunder. This provision shall not prevent Landlord from exercising any other
      remedy herein provided or otherwise available at law or in equity in the event
      of any default by Tenant.


5





6.
            INTENTIONALLY
                DELETED





7.
            UTILITY
                CHARGES.





From
      and
      after the Commencement Date, Landlord shall be responsible for payment of all
      costs and expenses incurred in connection with any utilities (the “Utilities”)
      provided to the Premises, including, without limitation, electricity, gas,
      and
      water necessary for Tenant’s use of the Premises. Tenant shall be responsible
      for all deposits required for such services. Tenant shall promptly provide
      Landlord with all bills and/or invoices it receives from all utility service
      providers so that Landlord may pay the same. Tenant hereby agrees to use its
      best efforts to minimize the usage and cost of Utilities at the Building to
      the
      extent commercially practicable. For clarification, Landlord acknowledges that
      Tenant has minimized the usage and cost of Utilities at the Building in the
      past
      few months and is not requesting Tenant to make further reductions.





Landlord
      shall not be liable for any interruption or delay in electric or any other
      utility service for any reason other than for non-payment of Utilities. Tenant
      shall have access to the Building and the Premises on a twenty-four (24) hour
      a
      day, seven (7) day a week basis.





8.
            SIGNS;
                USE OF PREMISES AND COMMON AREAS.





(a)  Tenant
      shall have the non-exclusive right, at its sole cost and expense, to install
      signage on the Premises. All of Tenant’s signage shall be subject to applicable
      laws, regulations, ordinances and municipal approvals, as well as Landlord’s
      prior written approval (such approval not to be unreasonably withheld) as to
      size, color, content, illumination, composition, material and location. Tenant,
      at its sole cost and expense, shall obtain all required permits and approvals
      for all of Tenant’s signage. All such signs shall be placed, erected,
      maintained, repaired, replaced and removed by Tenant, at Tenant’s sole cost and
      expense.





(b)  Tenant
      may use and occupy the Premises only for the express and limited purposes stated
      in Article 1(k) above; and the Premises shall not be used or occupied, in whole
      or in part, for any other purpose without the prior written consent of Landlord;
      provided that Tenant's right to so use and occupy the Premises shall remain
      expressly subject to the provisions of "Governmental Regulations", Article
      27
      herein.





(c)  Tenant
      shall not overload any floor or part thereof in the Building, including any
      public corridors or elevators therein, bringing in, placing, storing, installing
      or removing any large or heavy articles. Landlord may require, at Tenant's
      sole
      cost and expense, supplementary supports of such material and dimensions as
      Landlord may deem necessary to properly distribute the weight. Landlord may
      also
      require, at the time such article is installed, that Tenant : (i) remove such
      large or heavy articles at the expiration or sooner termination of this Lease,
      and (ii) restore the Premises to the condition same existed prior to the
      installation of such large or heavy articles.





6


(d)  Tenant
      shall not install in or for the Premises or the Building, without Landlord’s
      prior written approval, any equipment which requires more electric current
      than
      Landlord is required to provide under this Lease, and Tenant shall ascertain
      from Landlord the maximum amount of load or demand for or use of electrical
      current which can safely be permitted in and for the Premises and/or the
      Building, taking into account the capacity of electric wiring in the Building
      and the needs of Building common areas (interior and exterior) and the
      requirements of other tenants of the Building, and shall not in any event
      connect a greater load than such safe capacity.





(e)  Tenant
      shall not commit or suffer any waste upon the Building or Premises or any
      nuisance.





(f)  Tenant
      shall also have the non-exclusive right to use the exterior paved driveways
      and
      walkways of the Building for vehicular and pedestrian access to designated
      parking areas of the Premises for the parking of automobiles of Tenant and
      its
      employees and business visitors, incident to Tenant's permitted use of the
      Premises.





(g)  Tenant
      shall have the non-exclusive right subject to all applicable laws, to erect
      or
      place a telecommunications disk antenna or similar telecommunications equipment
      (the “Telecommunications Equipment”) on the roof of the Building, in accordance
      with the following provisions, which Telecommunications Equipment shall be
      designed in accordance with sound engineering standards and shall be subject
      to
      Landlord’s reasonable approval as to size, weight, location, screening, mounting
      and connection. Upon Landlord’s approval of any such Telecommunications
      Equipment, Tenant shall, at Tenant’s sole cost and expense, install such
      Telecommunications equipment, subject to the supervision of Landlord.
      Notwithstanding the foregoing, any penetration of the roof shall, at Landlord’s
      option but at Tenant’s expense, be performed by Landlord’s roofing contractor.
      Subsequent to the installation of the Telecommunications Equipment, Tenant
      shall
      comply with all applicable laws and keep the Premises free and clear from liens
      arising from or relating to such Telecommunications Equipment. Tenant shall
      also
      be responsible for procuring any licenses, approvals or permits as may be
      required by any applicable governmental authority for the installation and
      use
      of the Telecommunications Equipment and the related support systems. Landlord
      shall reasonably cooperate with Tenant, at Tenant’s sole cost and expense, in
      procuring such licenses, approvals and permits. Tenant shall, at its sole cost
      and expense, maintain, repair and replace the Telecommunications Equipment.
      Upon
      the expiration or sooner termination of this Lease, Tenant shall remove all
      Telecommunications Equipment and restore the roof and the Building to the
      condition it was in before any such installation.


7


9.
            ENVIRONMENTAL
                MATTERS.




(a)  Hazardous
      Substances.





Tenant
      may bring to, store, handle, manage, and use at the Premises, hazardous
      substances incidental to its normal business operations strictly in accordance
      with the Comprehensive Environmental Response, Compensation and Liability Act
      of
      1980, 42 U.S.C. 9501 et seq. (“CERCLA”); the Clean Air Act, 42 U.S.C. 7401 et
      seq.; the Water Pollution Control Act, 33 U.S.C. 1251 et seq. (the Clean Water
      Act “); and the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et
      seq.,(“ISRA”), and regulations promulgated pursuant to the foregoing, as any may
      be amended from time to time (collectively, the “Applicable Environmental
      Laws”). Landlord may conduct from time to time, and upon prior notice to Tenant,
      environmental inspections of the Property including, without limitation, testing
      of soils and groundwater. Landlord shall not unreasonably interfere with
      Tenant’s use of the Premises when conducting such inspections, provided such use
      is in accordance with the Permitted Uses. Tenant shall promptly send Landlord,
      upon delivery or receipt, a copy of all documents delivered to or received
      from
      any governmental agency concerning environmental matters and/or environmental
      conditions at the Property.





(b)  ISRA
      Compliance.





(A)
      Tenant hereby represents that its current NAICS Code is 541700. If Tenant’s
      operations at the Premises now or hereafter constitute an “Industrial
      Establishment” as defined under and subject to the requirements of ISRA, then
      prior to: (1) closing operations or transferring ownership or operations of
      Tenant at the Premises (as defined under ISRA), (2) the expiration or sooner
      termination of this Lease, or (3) any assignment of this Lease or any subletting
      of any portion of the Premises; Tenant shall, at its expense, comply with all
      requirements of ISRA pertaining thereto. Without limitation of the foregoing,
      Tenant’s obligations shall include (i) the proper filing of an initial notice
      under N.J.S.A. 13:1K-9(a) to the New Jersey Department of Environmental
      Protection (“NJDEP”) and (ii) the performance of all remediation and other
      requirements of ISRA, including without limitation all requirements of N.J.S.A.
      13:1K-9(b) through and including (l).





(B)  The
      parties acknowledge and agree that, except as provided in subparagraph (D)
      below, pursuant to ISRA, Tenant shall be, and is hereby, designated the party
      responsible (the "Responsible Person") to comply with the requirements of ISRA
      with respect to the Premises, and that as a result, the NJDEP may compel Tenant
      to so comply. In addition, any failure of Tenant to provide any information
      and
      submission as required under Sections 13:1K-9 or 13:1K-11of ISRA shall
      constitute a default under this Lease. Any assignee or subtenant of Tenant
      shall
      be deemed to have, and by entering into such assignment or sublease, and/or
      by
      entering into possession of the Premises, does hereby, acknowledge that they
      shall be the Party Responsible, jointly and severally with Tenant, under the
      provisions of this Lease.


8





(C)  In
      the
      event that Tenant is not obligated to comply with Article 9(b)(A) of this Lease
      for any reason, including without limitation inapplicability of ISRA to Tenant,
      then prior to the expiration or sooner termination of this Lease or any
      subletting of any portion of the Premises, Tenant shall, at Tenant's expense,
      and at Landlord's option:





(i)  File
      with
      NJDEP an ISRA Applicability/Nonapplicability Affidavit seeking confirmation
      that
      the proposed termination, assignment or subletting shall not be subject to
      the
      requirements of ISRA. Any representation or certification made by Tenant in
      connection with the non-applicability letter request shall constitute a
      representation and warranty by Tenant in favor of Landlord and any
      misrepresentation or breach of warranty contained in Tenant's request shall
      constitute a default under this Lease; provided, however, if a non-applicability
      letter is not issued due to factors relating solely to the Premises or parties
      other than Tenant, then Tenant shall be deemed to have complied with this
      provision.





(ii)  If
      reasonably indicated by a reputable environmental consultant engaged by
      Landlord, at Landlord's expense, Tenant shall remove "hazardous waste"
      attributable to Tenant's occupancy at the Premises in a manner which complies
      with NJDEP requirements under ISRA, at Tenant's expense, as if ISRA applied
      to
      Tenant and/or the Premises.





(D)  In
      the
      event that Tenant is obligated, under this Article or otherwise, to perform
      and/or cooperate in performing any ISRA obligations and/or obtain and/or
      cooperate in obtaining any ISRA approval, by way of a non-applicability letter,
      "negative declaration", the performance of an approved remedial action work
      plan, the obtaining of a no further action letter, the performance under a
      remediation agreement and/or otherwise (collectively the "ISRA Obligations")
      and, prior to fully performing such ISRA Obligations, there occurs the scheduled
      expiration of the Term of this Lease or any other termination of this Lease
      other than as a consequence of Landlord’s breach hereof (collectively, a "Lease
      Termination"), and in the event (i) Landlord is obligated to deliver possession
      to a new tenant and (ii) Landlord is prevented from being able to deliver lawful
      possession because of such failure of Tenant to fully perform same, then Tenant
      shall, following such Lease Termination, pay, at the time and in the manner
      Fixed Rent payments were due during the term, an amount equal to: (i) Fixed
      Rent
      at twice the rate in effect immediately prior to such Lease Termination; and
      (ii) Additional Rent as provided under the Lease until such time as all such
      ISRA Obligations have been fully completed.





(E)  Any
      failure by Landlord to provide Tenant or NJDEP with any information in
      Landlord’s actual possession including, without limitation, ownership and
      operations history of the Premises since December 31, 1983 within thirty (30)
      days after written request therefor, or to consent, in a timely manner, to
      NJDEP’s entry onto the Premises for ISRA related purposes shall constitute a
      default under this Lease and such default shall excuse Tenant’s failure to
      obtain any documentation required under subparagraph (D) above.


9





(c)
            Other
                Tenant Requirements.





In
      addition, upon written request of Landlord, Tenant shall cooperate with Landlord
      in obtaining Applicable Environmental Laws approval of any transfer of the
      Premises to the extent that such approvals are required by law. Specifically
      in
      that regard, Tenant agrees that it shall (1) execute and deliver all affidavits,
      reports, responses to questions, applications or other filings required by
      Applicable Environmental Laws and related to Tenant's activities at the
      Premises, (2) allow reasonable inspections and testing of the Premises during
      normal business hours, and (3) as respects the Premises, perform any requirement
      of Applicable Environmental Laws necessary for the receipt of approvals under
      Applicable Environmental Laws, provided the foregoing shall be at no
      out-of-pocket cost or expense to Tenant except for clean-up and remediation
      costs arising from Tenant's violation of this Article 9.





(d)  Additional
      Terms. In the event of Tenant's failure to comply in full with this Article,
      Landlord may, after written notice to Tenant and Tenant's failure to cure within
      thirty (30) days of its receipt of such notice, at Landlord's option, perform
      any and all of Tenant's obligations as aforesaid and all costs and expenses
      incurred by Landlord in the exercise of this right shall be deemed to be
      Additional Rent payable on demand and with interest at the Default Rate. This
      Article 9 shall survive the expiration or sooner termination of this
      Lease.





10.
            TENANT'S
                ALTERATIONS.





(a)  Tenant
      will not make any further alterations, improvements or physical additions
      (collectively, "Alterations") of any kind to any part of the Building or the
      Premises.





(b)  All
      Alterations (whether temporary or permanent in character) made in or upon the
      Premises or the Building, either by Landlord or Tenant, shall be Landlord's
      property upon installation and shall remain on the Premises or the Building,
      as
      applicable, without compensation to Tenant. All furniture, movable trade
      fixtures and equipment (including laboratory equipment, telephone, security
      and
      communication equipment system wiring and cabling) and other Alterations that
      Landlord required be removed at the time such Alterations were approved by
      Landlord shall be removed by Tenant at the termination of this Lease. All such
      installations, removals and restoration shall be accomplished in a good and
      workmanlike manner so as not to damage the Building. If Tenant fails to remove
      any items required to be removed pursuant to this Article, Landlord may do
      so
      and the reasonable costs and expenses thereof shall be deemed Additional Rent
      hereunder and shall be reimbursed by Tenant to Landlord within thirty (30)
      business days of Tenant’s receipt of an invoice therefor from
      Landlord.





11.
            INTENTIONALLY
                DELETED.





12.
            ASSIGNMENT
                AND SUBLETTING.





(a)  Tenant
      shall not, without the prior written consent of Landlord, and Landlord’s
      Mortgagee (as hereinafter defined), which consent may be granted or withheld
      by
      Landlord and Landlord’s Mortgagee, in their sole discretion, assign, transfer or
      hypothecate this Lease or any interest herein or sublet the Premises or any
      part
      thereof. Any of the foregoing acts without such consent shall be void.


10





13.
            LANDLORD'S
                RIGHT OF ENTRY.




Landlord
      and persons authorized by Landlord may enter the Premises at all reasonable
      times upon reasonable advance notice (except in the case of an emergency in
      which case only prior notice reasonable under the circumstances is necessary)
      for the purpose of inspections, repairs, alterations to adjoining space,
      appraisals, or other reasonable purposes; including enforcement of Landlord's
      rights under this Lease. Landlord shall not be liable for inconvenience to
      or
      disturbance of Tenant by reason of any such entry; provided, however, that
      in
      the case of repairs or work, such shall be done, so far as practicable, so
      as to
      not unreasonably interfere with Tenant's use of the Premises. Such efforts
      shall
      not require Landlord to use overtime labor unless Tenant shall pay for the
      increased costs to be incurred by Landlord for such overtime labor. Landlord
      also shall have the right to enter the Premises at all reasonable times after
      giving prior oral notice to Tenant, to exhibit the Premises to any prospective
      purchaser and/or mortgagee. Landlord also shall have the right to enter the
      Premises at all reasonable times after giving prior oral notice to Tenant,
      to
      exhibit the Premises to any prospective tenants during the last twelve (12)
      months of the term hereof, unless Tenant has previously exercised the renewal
      option in accordance with the provisions of Article 34 hereof.





14.
            REPAIRS
                AND MAINTENANCE.





(a)  Tenant,
      at its sole cost and expense and throughout the Term of this Lease, shall keep
      and maintain the interior portions of the Building actually used by Tenant
      as of
      the 1 st of
      February in good order and condition, free of accumulation of dirt and
      rubbish.





(b)  Landlord,
      throughout the Term of this Lease and at Landlord's sole cost and expense shall
      make all necessary repairs to the footings and foundations, roof and all other
      structural portions of the Building.





(c)  Landlord
      shall maintain all HVAC systems, plumbing and electric systems serving the
      Building and the Premises in good order, condition and repair. Further, all
      maintenance, repair and replacement of the HVAC systems servicing the
      laboratory, laboratory support and pilot plant space in the Premises (the “LP
      HVAC Systems”) shall be performed by Landlord Tenant shall obtain and keep in
      full force and effect for the benefit of Landlord and Tenant with a licensed
      company a service, repair and maintenance contract with respect to the LP HVAC
      Systems.




(d)  Landlord,
      throughout the Term of this Lease, shall maintain, repair and replace as
      necessary all portions of the exterior of the Building, including the roof,
      walls, exterior portions of the Premises and the Building, utility lines,
      equipment and other utility facilities in the Building and to any driveways,
      sidewalks, curbs, loading, parking and landscaped areas, and other exterior
      improvements for the Building.


11





(e)  Landlord
      shall keep and maintain all exterior areas of the Premises and any sidewalks,
      parking areas, curbs and access ways adjoining the Premises in a clean and
      orderly condition, free of accumulation of dirt, rubbish, snow and ice, and
      shall keep and maintain all landscaped areas in a neat and orderly condition
      acceptable to Tenant in its reasonable discretion.




(f)  Notwithstanding
      anything herein to the contrary, repairs to the Premises or the Building and
      its
      appurtenant common areas made necessary by a negligent or willful act or
      omission of Tenant or any employee, agent, contractor, or invitee of Tenant
      shall be made at the sole cost and expense of Tenant, except as otherwise
      provided in Section 15(d).





(g)  Landlord
      shall provide Tenant with janitorial services for the Premises (excluding the
      laboratory, laboratory support and high bay areas in the Premises) Monday
      through Friday each week, except for Holidays, in accordance with the guidelines
      set forth in Exhibit “F” attached hereto and any changes from time to time
      requested, or agreed to, by Tenant. It is further understood and agreed that
      Landlord’s obligation to provide building maintenance personnel at the Premises
      shall be limited to eight hours a day Monday through Friday, except for Holidays
      at reasonable times to be mutually agreed to by the parties. Should Tenant
      require building maintenance services in excess of the hours provided for above,
      Tenant shall be responsible for all actual costs incurred for such additional
      services. For purposes of this Lease, the term “Holidays” shall mean New Year's
      Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
      Day. Notwithstanding the foregoing, Tenant, at its sole cost and expense, shall
      be solely responsible for the proper and legal removal and disposal of all
      medical, biomedical, toxic and other Hazardous Substances from the Premises.
      Landlord shall have no obligation or liability to any person or entity in this
      regard. Tenant shall, at its sole cost and expense, contract with a licensed
      company for the removal and disposal of all such items.





15.  INSURANCE;
      SUBROGATION RIGHTS .





(a)  Tenant
      shall obtain and keep in force at all times during the term hereof, at its
      own
      expense, commercial general liability insurance including contractual liability
      and personal injury liability and all similar coverage, with combined single
      limits of $3,000,000.00 on account of bodily injury to or death of one or more
      persons as the result of any one accident or disaster and on account of damage
      to property, or in such other amounts as Landlord may from time to time require.
      Tenant shall also require its movers to procure and deliver to Landlord a
      certificate of insurance naming Landlord as an additional insured.





(b)  Tenant
      shall, at its sole cost and expense, maintain in full force and effect all
      insurance policies in effect as of the 31 st day of
      January 2008, subject to such adjustments as Landlord and Tenant may agree
      from
      time to time.


12





(c)  All
      liability insurance required hereunder shall not be subject to cancellation
      without at least thirty (30) days prior notice to all insureds, and shall name
      Landlord and Landlord's Agent as additional insureds, as their interests may
      appear, and, if requested by Landlord, shall also name as an additional insured
      any mortgagee or holder of any mortgage which may be or become a lien upon
      any
      part of the Premises. Prior to the commencement of the Term, Tenant shall
      provide Landlord with certificates which evidence that the coverages required
      have been obtained for the policy periods. Tenant shall also furnish to Landlord
      throughout the term hereof replacement certificates at least thirty (30) days
      prior to the expiration dates of the then current policy or policies. All the
      insurance required under this Lease shall be issued by insurance companies
      authorized to do business in the State of New Jersey with a financial rating
      of
      at least an A-X as rated in the most recent edition of Best's Insurance Reports
      and in business for the past five years. The limit of any such insurance shall
      not limit the liability of Tenant hereunder. If Tenant fails to procure and
      maintain such insurance, Landlord may, but shall not be required to, procure
      and
      maintain the same, at Tenant's expense to be reimbursed by Tenant as Additional
      Rent within ten (10) days of written demand. Tenant shall not self-insure
      without Landlord’s prior written consent. The policy limits set forth herein
      shall be subject to periodic review, and Landlord reserves the right to require
      that Tenant increase the liability coverage limits if, in the reasonable opinion
      of Landlord, the coverage becomes inadequate or is less than commonly maintained
      by tenants of similar buildings in the area making similar uses.





(d)  Each
      party hereto, and anyone claiming through or under them by way of subrogation,
      waives and releases any cause of action it might have against the other party
      and their respective employees, officers, members, partners, trustees and
      agents, on account of any loss or damage that is insured against under any
      insurance policy required to be obtained hereunder (to the extent that such
      loss
      or damage is recoverable under such insurance policy) that covers the Premises
      or the Building, Landlord's or Tenant's fixtures, personal property, leasehold
      improvements or business and which names Landlord or Tenant, as the case may
      be,
      as a party insured. Each party hereto agrees that it will cause its insurance
      carrier to endorse all applicable policies waiving the carrier's right of
      recovery under subrogation or otherwise against the other party. During any
      period while such waiver of right of recovery is in effect, each party shall
      look solely to the proceeds of such policies for compensation for loss, to
      the
      extent such proceeds are paid under such policies.





(e)  Landlord
      shall maintain or cause to be maintained: (i) commercial general public
      liability insurance in respect of the Building and the land thereunder and
      the
      conduct and operation of its business therein and thereon, in amounts and with
      coverages as are generally kept by owners of substantially similar buildings
      in
      the area in which the Building is located; and (ii) fire and extended coverage
      insurance (including, without limitation, full replacement coverage and rent
      insurance) in respect of the Building (including, without limitation, the Common
      Areas) (except for the property Tenant is required to cover with insurance
      under
      this Lease and similar property of other tenants and occupants in the Building,
      if applicable).


13




16.
            INDEMNIFICATION.





(a)  Tenant
      shall defend, indemnify and hold harmless Landlord and its employees and agents
      from and against any and all third-party claims, actions, damages, liability
      and
      expense (including all reasonable attorney’s fees, expenses and liabilities
      incurred in defense of any such claim or any action or proceeding brought
      thereon) arising from (i) any activity, work or things done, permitted or
      suffered by Tenant or its agents, licensees or invitees in or about the Premises
      or elsewhere contrary to the requirements of this Lease, (iii) any breach or
      default in the performance of any obligation of Tenant's part to be performed
      under the terms of this Lease, and (iii) any negligence or willful act of Tenant
      or any of Tenant's agents, contractors, employees or invitees. Without limiting
      the generality of the foregoing, Tenant’s obligations shall include any case in
      which Landlord shall be made a party to any litigation commenced by or against
      Tenant, its agents, subtenants, licensees, concessionaires, contractors,
      customers or employees, then Tenant shall defend, indemnify and hold harmless
      Landlord and shall pay all costs, expenses and reasonable attorney's fees
      incurred or paid by Landlord in connection with such litigation, after notice
      to
      Tenant and Tenant's refusal to defend such litigation, and upon notice from
      Landlord shall defend the same at Tenant's expense by counsel satisfactory
      to
      Landlord.





(b)  Landlord
      shall indemnify and save harmless Tenant from and against all liability, claims
      or costs, including reasonable legal fees, arising from (i) any injury or damage
      to person or property sustained by anyone in the Building or on the Premises
      resulting from any negligence or misconduct of Landlord or any of its employees
      and (ii) any breach or default in the performance of any obligation of
      Landlord’s part to be performed under the terms of this Lease. Except to the
      extent caused by or arising as a result of the negligence or misconduct of
      Landlord, Landlord shall not be liable for any injury or damage to the person,
      business, equipment, merchandise or other property of Tenant resulting from
      (i)
      fire, steam, electricity, water, gas or rain, (ii) leakage, obstruction or
      other
      defects of pipes, sprinklers, wires, plumbing, air conditioning, boilers or
      lighting fixtures; or (iii) any act or omission, negligent or otherwise, of
      any
      other occupant of the Premises, other than an assignee or subtenant of
      Tenant.





17.
            QUIET
                ENJOYMENT.





Provided
      Tenant has performed all of the terms and conditions of this Lease, including
      the payment of Fixed Rent and Additional Rent, to be performed by Tenant, Tenant
      shall peaceably and quietly hold and enjoy the Premises for the Term, without
      hindrance from Landlord, or anyone claiming by through or under Landlord under
      and subject to the terms and conditions of this Lease.





18.
            FIRE
                DAMAGE.





(a)  Except
      as
      provided below, in case of damage to the Premises by fire or other insured
      casualty, Landlord shall repair the damage. Such repair work shall be commenced
      promptly following notice of the damage and completed with due diligence, taking
      into account the time required for 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,
      intervening acts of God or other causes beyond Landlord's reasonable
      control.


14





(b)  Notwithstanding
      the foregoing, if (i) the damage is of a nature or extent that, based on a
      contractor’s estimate obtained by Landlord's (to be communicated to Tenant
      within forty-five (45) days from the date of the casualty, unless more than
      twenty (20%) percent of the total area of the Building is extensively damaged,
      then within ninety (90) days from the date of such casualty), the repair and
      restoration work would require more than ninety (90) consecutive days to
      complete after the casualty (assuming normal work crews not engaged in
      overtime), either party shall have the right to terminate this Lease and all
      the
      unaccrued obligations of the parties hereto, by sending written notice of such
      termination to the other within ten (10) days of Tenant's receipt of the notice
      from Landlord described above. Such notice is to specify a termination date
      no
      less than fifteen (15) days after its transmission.





(c)  In
      the
      event Tenant is responsible for the aforesaid casualty as a result of its or
      its
      agents’ willful or intentional misconduct, Tenant shall not have the right to
      terminate this Lease if Landlord is willing to rebuild and restore the Premises
      or any portion thereof.





(d)  In
      the
      event of damage or destruction to the Premises or any part thereof, Tenant's
      obligation to pay Fixed Rent and Additional Rent shall be equitably adjusted
      or
      abated.





19.
            SUBORDINATION;
                RIGHTS OF MORTGAGEE.





(a)  This
      Lease shall be subject and subordinate at all times to the lien of any mortgages
      now or hereafter placed upon the Building and/or Premises and land of which
      they
      are a part without the necessity of any further instrument or act on the part
      of
      Tenant to effectuate such subordination. Tenant further agrees to execute and
      deliver upon demand such further instrument or instruments evidencing such
      subordination of this Lease to the lien of any such mortgage and such further
      instrument or instruments of attornment as shall be desired by any mortgagee
      or
      proposed mortgagee or by any other person. 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, and thereupon this Lease
      shall
      be deemed prior to such mortgage without regard to their respective dates of
      execution and delivery and in that event such mortgagee shall have the same
      rights with respect to this Lease as though it had been executed prior to the
      execution and delivery of the mortgage.





(b)  In
      the
      event Landlord shall be or is alleged to be in default of any of its obligations
      owing to Tenant under this Lease, Tenant agrees to give to the holder of any
      mortgage (collectively "Landlord’s Mortgagee") now or hereafter placed upon the
      Building and/or Premises, notice by overnight mail of any such default which
      Tenant shall have served upon Landlord, provided that prior thereto Tenant
      has
      been notified in writing (by way of Notice of Assignment of Rents and/or Leases
      or otherwise in writing to Tenant) of the name and addresses of any Landlord’s
      Mortgagee. Tenant shall not be entitled to terminate this Lease because of
      any
      default by Landlord without having given such notice to Landlord’s Mortgagee;
      and Tenant further agrees that Landlord’s Mortgagee shall have the same period
      afforded to Landlord hereunder, within which to cure such default, provided
      that
      if such default be such that the same could not be cured within such period
      and
      Landlord’s Mortgagee is diligently pursuing the remedies necessary to effectuate
      the cure (including but not limited to foreclosure proceedings if necessary
      to
      effectuate the cure); then Tenant shall not exercise any right or remedy as
      there may be arising because of Landlord's default, including but not limited
      to, termination of this Lease as may be expressly provided for herein or
      available to Tenant as a matter of law, if Landlord’s Mortgagee either has cured
      the default within such time periods, or as the case may be, has initiated
      the
      cure of same within such period and is diligently pursuing the cure of same
      as
      aforesaid.


15




20.
            CONDEMNATION.





(a)  If
      more
      than forty (40%) percent of the floor area of the Premises is taken or condemned
      for a public or quasi-public use (a sale in lieu of condemnation to be deemed
      a
      taking or condemnation for purposes of this Lease), this Lease shall, at either
      party's option, terminate as of the date title to the condemned real estate
      vests in the condemnor, and the Fixed Rent and Additional Rent herein reserved
      shall be apportioned and paid in full by Tenant to Landlord to that date and
      all
      rent prepaid for period beyond that date shall forthwith be repaid by Landlord
      to Tenant and neither party shall thereafter have any liability
      hereunder.





(b)  If
      less
      than forty (40%) percent of the floor area of the Premises is taken or if
      neither Landlord nor Tenant have elected to terminate this Lease pursuant to
      the
      preceding sentence, Landlord shall do such work as may be reasonably necessary
      to restore the portion of the Premises not taken to tenantable condition for
      Tenant's uses, but shall not be required to expend more than the net award
      Landlord reasonably expects to be available for restoration of the Premises.
      If
      Landlord determines that the damages available for restoration of the Building
      and/or Premises will not be sufficient to pay the cost of restoration, or if
      the
      condemnation damage award is required to be applied on account of any mortgage
      which encumbers any part of the Building and/or Premises, Landlord may terminate
      this Lease by giving Tenant thirty (30) days prior notice specifying the
      termination date.





(c)  If
      this
      Lease is not terminated after any such taking or condemnation, the Fixed Rent
      and the Additional Rent shall be equitably reduced in proportion to the area
      of
      the Premises which has been taken for the balance of the Term.





(d)  If
      a part
      or all of the Premises shall be taken or condemned, all compensation awarded
      upon such condemnation or taking shall go to Landlord and Tenant shall have
      no
      claim thereto other than Tenant's damages associated with Tenant’s leasehold
      interest, moving, storage and relocation; and Tenant hereby expressly waives,
      relinquishes and releases to Landlord any claim for damages or other
      compensation to which Tenant might otherwise be entitled because of any such
      taking and irrevocably assigns and transfers to Landlord any right to
      compensation of all or a part of the Premises.


16


21.  ESTOPPEL
      CERTIFICATE .




Each
      party agrees at any time and from time to time, within ten (10) days after
      the
      other party's written request, to execute, acknowledge and deliver to the other
      party a written instrument in recordable form certifying all information
      reasonably requested, including but not limited to, the following: that this
      Lease is unmodified and in full force and effect (or if there have been
      modifications, that it is in full force and effect as modified and stating
      the
      modifications), the Commencement Date, the Expiration Date, the square footage
      of the Premises, the rental rates applicable to the Premises, the dates to
      which
      Rent, Additional Rent, and other charges have been paid in advance, if any,
      and
      stating whether or not to the best knowledge of the party signing such
      certificate, the requesting party is in default in the performance of any
      covenant, agreement or condition contained in this Lease and, if so, specifying
      each such default of which the signer may have knowledge. It is intended that
      any such certification and statement delivered pursuant to this Article may
      be
      relied upon by any prospective purchaser of the Premises or any mortgagee
      thereof or any assignee of Landlord's interest in this Lease or of any mortgage
      upon the fee of the Premises or any part thereof.





22.  DEFAULT .





If:


(a)
      (i)
      Tenant fails to pay any installment of Fixed Rent within five (5) business
      days
      from the date when due, (ii) (ii) Tenant fails to observe or perform any of
      Tenant's other non-monetary agreements or obligations herein contained within
      thirty (30) days after written notice specifying the default, or the expiration
      of such additional time period as is reasonably necessary to cure such default,
      provided Tenant immediately commences and thereafter proceeds with all due
      diligence and in good faith to cure such default; (iii) Tenant makes any
      assignment for the benefit of creditors; (iv) a petition is filed or any
      proceeding is commenced against Tenant or by Tenant under any federal or state
      bankruptcy or insolvency law and such petition or proceeding is not dismissed
      within ninety (90) days; (v) 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; (vi) any attachment or execution against a substantial part of
      Tenant's assets or of Tenant's interests in this Lease remains unstayed or
      undismissed for a period of more than ninety (90) days, or (vii) a substantial
      part of Tenant's assets or of Tenant's interest in this Lease is taken by legal
      process in any action against Tenant, then, in any such event, an Event of
      Default shall be deemed to exist and Tenant shall be in default
      hereunder.





If
      an
      Event of Default shall occur, the following provisions shall apply and Landlord
      shall have, in addition to all other rights and remedies available at law or
      in
      equity, the rights and remedies set forth therein, which rights and remedies
      may
      be exercised upon or at any time following the occurrence of an Event of Default
      unless, prior to such exercise, Landlord shall agree in writing with Tenant
      that
      the Event(s) of Default has been cured by Tenant in all
      respects.


17





(b)  Acceleration
      of Rent .
      By
      notice to Tenant, Landlord shall have the right to accelerate all Fixed Rent
      and
      all expense installments due hereunder and otherwise payable in installments
      over the remainder of the Term, and, at Landlord's option, any other Additional
      Rent to the extent that such Additional Rent can be determined and calculated
      to
      a fixed sum as follows: without further notice or demand for payment, the
      difference between the amount of accelerated rent to the termination date and
      the fair and reasonable rental value of the Premises for the period for which
      such installments were due, shall be due and payable by Tenant within five
      (5)
      days after Landlord has so notified Tenant. Such amount(s) collected from Tenant
      shall be discounted to present value using an interest rate of ten percent
      (10%)
      per annum. Additional Rent which has not been included, in whole or in part,
      in
      accelerated rent, shall be due and payable by Tenant during the remainder of
      the
      Term, in the amounts and at the times otherwise provided for in this
      Lease.




Notwithstanding
      the foregoing or the application of any rule of law based on election of
      remedies or otherwise, if Tenant fails to pay the accelerated rent in full
      when
      due, Landlord thereafter shall have the right by notice to Tenant, (i) to
      terminate Tenant's further right to possession of the Premises and (ii) to
      terminate this Lease under subparagraph (c) below; and if Tenant shall have
      paid
      part but not all of the accelerated rent, the portion thereof attributable
      to
      the period equivalent to the part of the Term remaining after Landlord's
      termination of possession or termination of this Lease shall be applied by
      Landlord against Tenant's obligations owing to Landlord, as determined by the
      applicable provisions of subparagraphs (d) and (e) below.





(c)  Termination
      of Lease .
      By
      notice to Tenant, Landlord shall have the right to terminate this Lease as
      of a
      date specified in the notice of termination and in such case, Tenant's rights,
      including any based on any option to renew, to the possession and use of the
      Premises shall end absolutely as of the termination date; and this Lease shall
      also terminate in all respects except for the provisions hereof regarding
      Landlord's damages and Tenant's liabilities arising prior to, out of and
      following the Event of Default and the ensuing termination.





Following
      such termination and the notice of same provided above (as well as upon any
      other termination of this Lease by expiration of the Term or otherwise) Landlord
      immediately shall have the right to recover possession of the Premises; and
      to
      that end, Landlord may enter the Premises and take possession in accordance
      with
      applicable legal process, and in so doing Landlord may remove Tenant's property
      (including any improvements or additions to the Premises which Tenant made,
      unless made with Landlord's consent which expressly permitted Tenant to not
      remove the same upon expiration of the Term), as well as the property of others
      as may be in the Premises, and make disposition thereof in such manner as
      Landlord may deem to be commercially reasonable and necessary under the
      circumstances.





(d)  Tenant's
      Continuing Obligations/Landlord's Reletting Rights .  Unless
      and until Landlord shall have terminated this Lease under subparagraph (c)
      above, Tenant shall remain fully liable and responsible to perform all of the
      covenants and to observe all the conditions of this Lease throughout the
      remainder of the Term to the early termination date; and, in addition, Tenant
      shall pay to Landlord, upon demand and as Additional Rent, the total sum of
      all
      costs, losses, damages and expenses, including reasonable attorneys’ fees, as
      Landlord incurs, directly or indirectly, because of any Event of Default having
      occurred.


18





If
      Landlord either terminates Tenant's right to possession without terminating
      this
      Lease or terminates this Lease and Tenant's leasehold estate as above provided,
      then, subject to the provisions below, Landlord shall have the unrestricted
      right to relet the Premises or any part(s) thereof to such tenant(s) on such
      provisions and for such period(s) as Landlord may deem appropriate. If Landlord
      relets the Premises after such a default, the costs recovered from Tenant shall
      be reallocated to take into consideration any additional rent which Landlord
      receives from the new tenant which is in excess to that which was owed by
      Tenant.





(e)  Landlord's
      Damages .





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





(i)  all
      Fixed
      Rent unpaid as of the termination date; and





(ii)  all
      costs
      and expenses incurred by Landlord in recovering possession of the Premises,
      including removal and storage of Tenant's property, 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; and





(iii)  all
      Fixed
      Rent and Additional Rent (to the extent that the amount(s) of Additional Rent
      has been then determined) otherwise payable by Tenant over the remainder of
      the
      Term (including, without limitation, any accrued but unpaid Recognized Expenses)
      as reduced to present value;





Less
      all
      Fixed Rent and Additional Rent which Landlord receives from other tenant(s)
      by
      reason of the leasing of the Premises or parts thereof during or attributable
      to
      any period falling within what would otherwise have been, but for the
      termination of this Lease, the remainder of the Term.





The
      damage sums payable by Tenant under the preceding provisions of this Article
      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.





Landlord
      may enforce and protect the rights of Landlord hereunder by a suit or suits
      in
      equity or at law for the specific performance of any covenant or agreement
      contained herein, and for the enforcement of any other appropriate legal or
      equitable remedy, including, without limitation, injunctive relief, and for
      recovery of consequential damages and all moneys due or to become due from
      Tenant under any of the provisions of this Lease.


19




(f)  Landlord’s
      Right to Cure .
      Without
      limiting the generality of the foregoing, if an Event of Default shall occur,
      Landlord may (but shall not be obligated to do so), in addition to any other
      rights it may have in law or in 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 reasonable attorneys'
      fees and other legal expenses, together with interest at the Default
      Rate.





(g)  Interest
      on Damage Amounts .
      Any
      sums payable by Tenant hereunder, which are not paid after the same shall be
      due, shall bear interest from that day until paid at the rate of four (4%)
      percent over the then Prime Rate as published daily under the heading "Money
      Rates" in The Wall Street Journal, unless such rate be usurious as applied
      to
      Tenant, in which case the highest permitted legal rate shall apply (the "Default
      Rate").





(h)  Landlord's
      Statutory Rights .
      Landlord shall have all rights and remedies now or hereafter existing at law
      or
      in equity with respect to the enforcement of Tenant's obligations hereunder
      and
      the recovery of the Premises. No right or remedy herein conferred upon or
      reserved to Landlord shall be exclusive of any other right or remedy, but shall
      be cumulative and in addition to all other rights and remedies given hereunder
      or now or hereafter existing at law. Landlord shall be entitled to injunctive
      relief in case of the violation, or attempted or threatened violation, of any
      covenant, agreement, condition or provision of this Lease, or to a decree
      compelling performance of any covenant, agreement, condition or provision of
      this Lease.





(i)  Remedies
      Not Limited .
      Nothing
      herein contained shall limit or prejudice the right of Landlord to exercise
      any
      or all rights and remedies available to Landlord by reason of default or to
      prove for and obtain in proceedings under any bankruptcy or insolvency laws,
      an
      amount equal to the maximum allowed by any law in effect at the time when,
      and
      governing the proceedings in which, the damages are to be proved, whether or
      not
      the amount be greater, equal to, or less than the amount of the loss or damage
      referred to above.





(j)  No
      Waiver by Landlord .
      No
      delay or forbearance by Landlord in exercising any right or remedy hereunder,
      or
      Landlord's undertaking or performing any act or matter which is not expressly
      required to be undertaken by Landlord shall be construed, respectively, to
      be a
      waiver of Landlord's rights or to represent any agreement by Landlord to
      undertake or perform such act or matter thereafter. Waiver by Landlord of any
      breach by Tenant of any covenant or condition herein contained (which waiver
      shall be effective only if so expressed in writing by Landlord) or failure
      by
      Landlord to exercise any right or remedy in respect of any such breach shall
      not
      constitute a waiver or relinquishment for the future of Landlord's right to
      have
      any such covenant or condition duly performed or observed by Tenant, or of
      Landlord's rights arising because of any subsequent breach of any such covenant
      or condition nor bar any right or remedy of Landlord in respect of such breach
      or any subsequent breach. Landlord's receipt and acceptance of any payment
      from
      Tenant which is tendered not in conformity with the provisions of this Lease
      or
      following an Event of Default (regardless of any endorsement or notation on
      any
      check or any statement in any letter accompanying any payment) shall not operate
      as an accord and satisfaction or a waiver of the right of Landlord to recover
      any payments then owing by Tenant which are not paid in full, or act as a bar
      to
      the termination of this Lease and the recovery of the Premises because of
      Tenant's previous default.


20





(k)  Landlord’s
      Default .
      Landlord shall be in default under this Lease in the event that written notice
      thereof has been given to Landlord and Landlord fails to complete such cure
      within thirty (30) days (provided, however, that such 30 day period shall be
      reasonably extended if such performance begins within such period and thereafter
      is continuously diligently pursued). If Landlord has failed to perform any
      obligation required under this Lease that materially and adversely affects
      Tenant’s use or occupancy of the Premises within the foregoing period of time,
      except in case of emergency, when such period shall only be the time reasonably
      needed to cure such condition, and if Landlord shall fail to either (i) respond
      to Tenant indicating its intention to cure (or disputing, in good faith, that
      Landlord is in default or otherwise that such cure by Landlord is required),
      or
      (ii) commence such cure, after Tenant shall have provided an additional ten
      (10)
      days’ written notice to Landlord expressly identifying the work that Tenant
      claims is required to cure such failure, then Tenant shall have the right to
      perform such obligation on Landlord’s behalf. In no event may Tenant exercise
      such rights if Landlord should dispute, in good faith, Tenant’s notice as
      aforesaid. Any dispute under this subparagraph (k) shall be resolved by an
      expedited arbitration proceeding in the same manner as set forth in Article
      14(h) hereof. Landlord shall reimburse Tenant for all of Tenant’s reasonable,
      third-party out-of-pocket costs, including reasonable attorney’s fees,
      associated with effecting such cure which Tenant has the right to prosecute
      under this Paragraph. Such amounts shall be due and payable by Landlord to
      Tenant within thirty (30) days of Landlord’s receipt of bills and/or invoices
      with respect to same. In the event Landlord shall default in its obligation
      to
      reimburse such costs to Tenant, Tenant shall have the right to offset such
      costs
      plus interest at the Default Rate, against the monthly installments of Fixed
      Rent thereafter due under this Lease, on a month-to-month basis, to the extent
      of ten (10%) percent of such monthly installment of Fixed Rent until Tenant
      shall have collected the full amount due under this subparagraph. In the event
      Landlord shall dispute the reasonableness of the costs incurred by Tenant,
      such
      dispute shall also be resolved by an expedited arbitration proceeding as
      provided above.





23.  INTENTIONALLY
      DELETED .





24.  LANDLORD'S
      REPRESENTATIONS AND WARRANTIES .





Landlord
      represents and warrants to Tenant that:





(a) Organization,
      Qualification and Corporate Power .
      Landlord is a limited liability company duly organized, validly existing and
      in
      company good standing under the laws of the State of New Jersey. Landlord has
      all requisite company power and authority to carry on the business in which
      it
      is engaged and to own and use the properties owned and used by
      it.


21





(b) Authorization
      of Transaction .
      Landlord has all requisite power and authority to execute and deliver this
      Lease
      and to perform its obligations hereunder. The execution and delivery by Landlord
      of this Lease and the performance by Landlord of this Lease and the consummation
      by Landlord of the transactions contemplated hereby have been duly and validly
      authorized by all necessary limited liability company action on the part of
      Landlord. This Lease has been duly and validly executed and delivered by
      Landlord and constitutes a valid and binding obligation of Landlord, enforceable
      against Landlord in accordance with its terms.





(c) Non-contravention .
      Neither
      the execution and delivery by Landlord of this Lease, nor the consummation
      by
      Landlord of the transactions contemplated hereby, will: (1) conflict with or
      violate any provision of the Articles of Organization or Operating Agreement
      of
      Landlord, (2) require on the part of the Landlord any notice to or filing with,
      or any permit, authorization, consent or approval of, any governmental entity,
      (3) conflict with, result in a breach of, constitute (with or without due notice
      or lapse of time or both) a default under, result in the acceleration of
      obligations under, create in any party the right to terminate, modify or cancel,
      or require any notice, consent (other than the Lender’s consent), a true and
      correct copy of which Landlord has shared with Tenant or waiver under, any
      contract or instrument to which Landlord is a party or by which the Landlord
      is
      bound or to which its assets are subject, or (4) violate any order, writ,
      injunction, decree, statute, rule or regulation applicable to Landlord, its
      properties and assets.





25.  SURRENDER .




Tenant
      shall, at the expiration of the Term, promptly quit and 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. Tenant shall have no right to hold over beyond the expiration
      of the Term and in the event Tenant shall fail to deliver possession of the
      Premises as herein provided, such occupancy shall not be construed to effect
      or
      constitute other than a tenancy at sufferance. During any period of occupancy
      beyond the expiration of the Term (i) the amount of rent owed to Landlord by
      Tenant shall automatically become for the first sixty (60) days of such period
      one hundred fifty percent (150%) of the sum of the Rent as those sums are at
      that time calculated under the provisions of the Lease, and, following such
      sixty (60) day period, the amount of Rent owed to Landlord shall become two
      hundred (200%) percent of the sum of the Rent as those are sums at that time
      calculated under the provisions of the Lease, (ii) Tenant shall be liable to
      Landlord for any payment or rent concession which Landlord may be required
      to
      make to any tenant in order to induce such tenant not to terminate an executed
      lease covering all or any portion of the Premises by reason of the holdover
      by
      Tenant, and (iii) Tenant shall be liable to Landlord for any damages suffered
      by
      Landlord as the result of Tenant's failure to surrender the Premises. The
      acceptance of rent by Landlord or the failure or delay of Landlord in notifying
      or evicting Tenant following the expiration or sooner termination of the Term
      shall not create any tenancy rights in Tenant and any such payments by Tenant
      may be applied by Landlord against its costs and expenses, including attorney's
      fees, incurred by Landlord as a result of such holdover.




22


26.  RULES
      AND REGULATIONS .





Tenant
      agrees that at all times during the terms of this Lease (as same may be
      extended) it, its employees, agents, invitees and licenses shall comply with
      all
      rules and regulations specified on Exhibit "H" attached hereto and made a part
      hereof, together with all reasonable Rules and Regulations as Landlord may
      from
      time to time promulgate. Tenant's right to dispute any changes in or additions
      to the Rules and Regulations shall be deemed waived unless asserted to Landlord
      within ten (10) business days after Landlord shall have given Tenant written
      notice of any such adoption or change. In case of any conflict or inconsistency
      between the provisions of this Lease and any Rules and Regulations, the
      provisions of this Lease shall control. Landlord shall have no duty or
      obligation to enforce any Rule and Regulation, or any term, covenant or
      condition of any other lease, against any other tenant, and Landlord's failure
      or refusal to enforce any Rule or Regulation or any term, covenant of condition
      of any other lease against any other tenant shall be without liability of
      Landlord to Tenant. However, if Landlord does enforce Rules or Regulations,
      Landlord shall endeavor to enforce same equally in a non-discriminatory
      manner.





27.  GOVERNMENTAL
      REGULATIONS .





(a)  Tenant
      shall, in the use and occupancy of the Premises and the conduct of Tenant's
      business or profession therein, at all times comply with all applicable laws,
      ordinances, orders, notices, rules and regulations of the federal, state and
      municipal governments, or any of their departments and the regulations of the
      insurers of the Building and/or Premises.





(b)  Without
      limiting the generality of the foregoing, Tenant shall (i) obtain, at Tenant's
      expense, before engaging in Tenant's business or profession within the Building,
      all necessary licenses and permits including (but not limited to) state and
      local business licenses or permits, and (ii) remain in compliance with and
      keep
      in full force and effect at all times all licenses, consents and permits
      necessary for the lawful conduct of Tenant's business or profession at the
      Building. Tenant shall pay all personal property taxes, income taxes and other
      taxes, assessments, duties, impositions and similar charges which are or may
      be
      assessed, levied or imposed upon Tenant and which, if not paid, could be liened
      against the Building or against Tenant's property therein or against Tenant's
      leasehold estate.





(c)  Except
      as
      otherwise provided in this Article 27, Landlord shall be responsible for
      compliance with all applicable laws with respect to the Premises, including,
      without limitation, Title III of the Americans with Disabilities Act of l990,
      42
      U.S.C. '12181 et seq. and its regulations, (collectively, the "ADA") as to
      the
      design and construction of exterior common areas (e.g. sidewalks and parking
      areas). Except as set forth above in the initial sentence hereto, Tenant shall
      be responsible for compliance with the ADA in all other respects concerning
      the
      use and occupancy of the Premises, which compliance shall include, without
      limitation (i) provision for full and equal enjoyment of the goods, services,
      facilities, privileges, advantages or accommodations of the Premises as
      contemplated by and to the extent required by the ADA, (ii) compliance relating
      to requirements under the ADA or amendments thereto arising after the date
      of
      this Lease and (iii) compliance relating to the design, layout, renovation,
      redecorating, refurbishment, alteration, or improvement to the Premises made
      or
      requested by Tenant.


23





28.  NOTICES .





Wherever
      in this Lease it shall be required or permitted that notice or demand be given
      or served by either party to this Lease to or on the other party, such notice
      or
      demand shall be deemed to have been duly given or served if in writing and
      either: (i) personally served; (ii) delivered by pre-paid nationally recognized
      overnight courier service (e.g. Federal Express) with evidence of receipt
      required for delivery; or (iii) forwarded by Registered or Certified mail,
      return receipt requested, postage prepaid; in all such cases addressed to the
      parties at the addresses set forth in Article 1(m) hereof (provided, however,
      that from and after the Commencement Date any notices delivered to Tenant shall
      be delivered to the Premises). Each such notice shall be deemed to have been
      given to or served upon the party to which addressed on the date the same is
      delivered or delivery is refused. Either party hereto may change its address
      to
      which said notice shall be delivered or mailed by giving written notice of
      such
      change to the other party hereto, as herein provided.





29.  BROKERS .




Landlord
      and Tenant each represents and warrants to the other that such party has had
      no
      dealings, negotiations or consultations with respect to the Premises or this
      transaction with any broker or finder and that otherwise no broker or finder
      called the Premises to Tenant's attention for lease or took any part in any
      dealings, negotiations or consultations with respect to the Premises or this
      Lease. Each party agrees to indemnify and hold the other harmless from and
      against all liability, cost and expense, including attorney's fees and court
      costs, arising out of any misrepresentation or breach of warranty under this
      Article.





30.  INTENTIONALLY
      DELETED .





31.  LANDLORD'S
      LIABILITY .





Landlord's
      obligations hereunder shall be binding upon Landlord only for the period of
      time
      that Landlord is in ownership of the Building; and, upon termination of that
      ownership, Tenant, except as to any obligations which are then due and owing,
      shall look solely to Landlord's successor in interest in the Building for the
      satisfaction of each and every obligation of Landlord hereunder. Landlord shall
      have no personal liability under any of the terms, conditions or covenants
      of
      this Lease and Tenant shall look solely to the equity of Landlord in the
      Building of which the Premises form a part and the rents and net, undistributed
      proceeds and other income therefrom for the satisfaction of any claim, remedy
      or
      cause of action accruing to Tenant as a result of the breach of any section
      of
      this Lease by Landlord. In addition to the foregoing, no recourse shall be
      had
      for an obligation of Landlord hereunder, or for any claim based thereon or
      otherwise in respect thereof, against any past, present or future trustee,
      member, partner, shareholder, officer, director, partner, agent or employee
      of
      Landlord, whether by virtue of any statute or rule of law, or by the enforcement
      of any assessment or penalty or otherwise, all such other liability being
      expressly waived and released by Tenant with respect to the above-named
      individuals and entities.


24





32.  AUTHORITY/REPRESENTATIONS
      AND WARRANTIES .





Tenant
      represents and warrants to Landlord that:





(a) Organization,
      Qualification and Corporate Power .
      Tenant
      is a corporation duly organized, validly existing and in corporate good standing
      under the laws of the State of New Jersey. Tenant has all requisite corporate
      power and authority to carry on the businesses in which it is engaged and to
      own
      and use the properties owned and used by it.





(b) Authorization
      of Transaction .
      Tenant
      has all requisite power and authority to execute and deliver this Lease and
      to
      perform its obligations hereunder. The execution and delivery by Tenant of
      this
      Lease and the performance by Tenant of this Lease and the consummation by Tenant
      of the transactions contemplated hereby have been duly and validly authorized
      by
      all necessary corporate action on the part of Tenant. This Lease has been duly
      and validly executed and delivered by the Tenant and constitutes a valid and
      binding obligation of Tenant, enforceable against Tenant in accordance with
      its
      terms.





(c) Non-contravention .
      Neither
      the execution and delivery by Tenant of this Lease, nor the consummation by
      Tenant of the transactions contemplated hereby, will: (1) conflict with or
      violate any provision of the Certificate of Incorporation or by-laws of Tenant,
      (2) require on the part of Tenant any notice to or filing with, or any permit,
      authorization, consent or approval of, any governmental entity, (3) conflict
      with, result in a breach of, constitute (with or without due notice or lapse
      of
      time or both) a default under, result in the acceleration of obligations under,
      create in any party the right to terminate, modify or cancel, or require any
      notice, consent or waiver under, any contract or instrument to which Tenant
      is a
      party or by which Tenant is bound or to which its assets are subject, or (4)
      violate any order, writ, injunction, decree, statute, rule or regulation
      applicable to Tenant, its properties and assets.





33.  NO
      OFFER .





The
      submission of the Lease by Landlord to Tenant for examination does not
      constitute a reservation of or option for the Premises or of any other space
      within the Building or in other buildings owned or managed by Landlord or its
      affiliates.





34.  INTENTIONALLY
      DELETED




35.  INTENTIONALLY
        DELETED





36.  INTENTIONALLY
      DELETED





37.  INTENTIONALLY
      DELETED


25





38.  TENANT
      FINANCIAL INFORMATION .




If
      Tenant
      is not a publicly-traded company, any time and from time to time during the
      Term
      (but not more than once during any twelve month period) upon not less than
      thirty (30) days prior written request from Landlord, Tenant shall deliver
      to
      Landlord an accurate, complete and detailed quarterly financial statement of
      Tenant, in the form customarily prepared by Tenant in the ordinary course of
      its
      business, prepared in accordance with generally accepted accounting principles
      consistently applied and certified by the Chief Financial Officer of Tenant
      to
      be a fair and true presentation of Tenant's current financial position. Landlord
      shall keep all information provided hereunder strictly confidential.





39.  MISCELLANEOUS
      PROVISIONS .





(a)  Successors .
      The
      respective rights and obligations provided in this Lease shall bind and inure
      to
      the benefit of the parties hereto, their successors and assigns; provided,
      however, that no rights shall inure to the benefit of any successors or assigns
      of Tenant unless Landlord's written consent for the transfer to such successor
      and/or assignee has first been obtained as provided in Article 12
      hereof.





(b)  Governing
      Law .
      This
      Lease shall be construed, governed and enforced in accordance with the laws
      of
      the State of New Jersey, without regard to principles relating to conflicts
      of
      law.




(c)  Severability .
      If any
      provisions of this Lease shall be held to be invalid, void or unenforceable,
      the
      remaining provisions hereof shall in no way be affected or impaired and such
      remaining provisions shall remain in full force and effect.





(d)  Captions .
      Marginal captions, titles or exhibits and riders and the table of contents
      in
      this Lease are for convenience and reference only, and are in no way to be
      construed as defining, limiting or modifying the scope or intent of the various
      provisions of this Lease.





(e)  Gender .
      As used
      in this Lease, the word "person" shall mean and include, where appropriate,
      an
      individual, corporation, partnership or other entity; the plural shall be
      substituted for the singular, and the singular for the plural, where
      appropriate; and the words of any gender shall mean to include any other
      gender.





(f)  Entire
      Agreement .
      This
      Lease, including the Exhibits and any Riders hereto (which are hereby
      incorporated by this reference, except that in the event of any conflict between
      the printed portions of this Lease and any Exhibits or Riders, the term of
      such
      Exhibits or Riders shall control), supersedes any prior discussions, proposals,
      negotiations and discussions between the parties and the Lease contains all
      the
      agreements, conditions, understandings, representations and warranties made
      between the parties hereto with respect to the subject matter hereof, and may
      not be modified orally or in any manner other than by an agreement in writing
      signed by both parties hereto or their respective successors in interest.
      Without in any way limiting the generality of the foregoing, this Lease can
      only
      be extended pursuant to the terms hereof, and in Tenant’s case, with the terms
      hereof, with the due exercise of an option (if any) contained herein pursuant
      to
      a written agreement signed by both Landlord and Tenant specifically extending
      the term. No negotiations, correspondence by Landlord or offers to extend the
      term shall be deemed an extension of the termination date for any period
      whatsoever.


26





(g)  Counterparts .
      This
      Lease may be executed in any number of counterparts, each of which when taken
      together shall be deemed to be one and the same instrument.





(h)  Telefax
      Signatures .
      The
      parties acknowledge and agree that notwithstanding any law or presumption to
      the
      contrary a telefaxed signature of either party whether upon this Lease or any
      related document shall be deemed valid and binding and admissible by either
      party against the other as if same were an original ink signature.





(i)  Calculation
      of Time .
      In
      computing any period of time prescribed or allowed by any provision of this
      Lease, the day of the act, event or default from which the designated period
      of
      time begins to run shall not be included. The last day of the period so computed
      shall be included, unless it is a Saturday, Sunday or a legal holiday, in which
      event the period runs until the end of the next day which is not a Saturday,
      Sunday, or legal holiday. Unless otherwise provided herein, all Notices and
      other periods expire as of 5:00 p.m. EST on the last day of the Notice or other
      period.




(j)  No
      Merger .
      There
      shall be no merger of this Lease or of the leasehold estate hereby created
      with
      the fee estate in the Premises or any part thereof by reason of the fact that
      the same person, firm, corporation, or other legal entity may acquire or hold,
      directly or indirectly, this Lease of the leasehold estate and the fee estate
      in
      the Premises or any interest in such fee estate, without the prior written
      consent of Landlord’s mortgagee.





(k)  Time
      of the Essence . **TIME
      IS OF THE ESSENCE IN ALL PROVISIONS OF THIS LEASE, INCLUDING ALL NOTICE
      PROVISIONS TO BE PERFORMED BY OR ON BEHALF OF TENANT.**





(l)  Recordation
      of Lease .
      Tenant
      shall not record this Lease.





(m)  Accord
      and Satisfaction .
      No
      payment by Tenant or receipt by Landlord of a lesser amount than any payment
      of
      Fixed Rent or Additional Rent herein stipulated shall be deemed to be other
      than
      on account of the earliest stipulated Fixed Rent or Additional Rent due and
      payable hereunder, nor shall any endorsement or statement or any check or any
      letter accompanying any check or payment as Rent be deemed an accord and
      satisfaction. Landlord may accept such check or payment without prejudice to
      Landlord’s right to recover the balance of such Rent or pursue any other right
      or remedy provided for in this Lease, at law or in equity.





(n)  No
      Partnership .
      Landlord does not, in any way or for any purpose, become a partner of Tenant
      in
      the conduct of its business, or otherwise, or joint venturer or a member of
      a
      joint enterprise with Tenant. This Lease establishes a relationship solely
      of
      that of a landlord and tenant.


27





(o)  No
      Presumption Against Drafter .
      Landlord and Tenant understand, agree, and acknowledge that: (i) this Lease
      has
      been freely negotiated by both parties; and (ii) that, in the event of any
      controversy, dispute, or contest over the meaning, interpretation, validity,
      or
      enforceability of this Lease, or any of its terms or conditions, there shall
      be
      no inference, presumption, or conclusion drawn whatsoever against either party
      by virtue of that party having drafted this Lease or any portion
      thereof.





(p)  Force
      Majeure .  If
      by
      reason of strikes or other labor disputes, fire or other casualty (or reasonable
      delays in adjustment of insurance), accidents, orders or regulations of any
      Federal, State, County or Municipal authority, or any other cause beyond
      Landlord’s reasonable control, Landlord is unable to furnish or is delayed in
      furnishing any utility or service required to be furnished by Landlord under
      the
      provisions of this Lease or is unable to perform or make or is delayed in
      performing or making any installations, decorations, repairs, alterations,
      additions or improvements, or is unable to fulfill or is delayed in fulfilling
      any of Landlord’s other obligations under this Lease, no such inability or delay
      shall constitute an actual or constructive eviction, in whole or in part, or
      entitle Tenant to any abatement or diminution of Fixed Rent, or relieve Tenant
      from any of its obligations under this Lease, or impose any liability upon
      Landlord or its agents, by reason of inconvenience or annoyance to Tenant,
      or
      injury to or interruption of Tenant’s business, or otherwise.





40.  WAIVER
      OF TRIAL BY JURY .





LANDLORD
      AND TENANT WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
      UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS LEASE. THIS WAIVER IS KNOWINGLY,
      INTENTIONALLY, AND VOLUNTARILY MADE BY TENANT AND TENANT ACKNOWLEDGES THAT
      NEITHER LANDLORD NOR ANY PERSON ACTING ON BEHALF OF LANDLORD HAS MADE ANY
      REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY
      TO
      MODIFY OR NULLIFY ITS EFFECT. TENANT FURTHER ACKNOWLEDGES THAT IT HAS BEEN
      REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF
      THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL,
      SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS
      THIS WAIVER WITH COUNSEL. TENANT FURTHER ACKNOWLEDGES THAT IT HAS READ AND
      UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION AND AS
      EVIDENCE OF SAME HAS EXECUTED THIS LEASE.


28


41.  CONSENT
      TO JURISDICTION .





Tenant
      hereby consents to the exclusive jurisdiction of the state courts located in
      Somerset County and to the federal courts located in the District of New
      Jersey.





42.  LANDLORD’S
      TERMINATION RIGHT .





Landlord
      shall have the right, at any time, to terminate this Lease by delivery to Tenant
      of no less than thirty (30) days prior written notice of such termination and
      the repayment to Tenant of any pre-paid rent then outstanding. At the expiration
      of such thirty (30) day period, Tenant shall surrender and vacate the Building
      as if same were the Expiration Date set forth herein and this Lease shall be
      deemed canceled and terminated as of such date.





43.  MUTUAL
      UNDERSTANDINGS .





Tenant
      acknowledges and agrees that, from and after the date of this Lease, Landlord
      will be attempting to secure new tenants for all or any portion of the Building.
      Accordingly, and in furtherance of the rights set forth in Article 13 hereof,
      Landlord shall expressly be permitted to enter the Building for purposes of
      inspections and/or exhibitions to prospective tenants throughout the term of
      this Lease. As soon as practicable and in any event within thirty (30) days
      following a written request by Landlord, Tenant hereby agrees to vacate and
      surrender to Landlord all or any portion(s) of the Building as reasonably
      required from time to time by Landlord in order for Landlord to prepare same
      for
      occupancy by a tenant or other occupant. Further, upon request by Landlord,
      Tenant agrees to execute any documentation reasonably necessary to evidence
      such
      surrender. However, Landlord is required to allow Tenant access to
      approximately, but not less than 13 offices, 7 cubicles of Tenant’s choosing in
      an area as contiguous as reasonably possible and server room and reasonable
      access to a front/entry door, bathrooms, kitchen area (which bathrooms and
      kitchen area shall also be as close to the offices and cubicles as reasonably
      possible), incorporating at least a minimum of 7,000 square feet.





[Signature
      Page Follows]


29





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




LANDLORD:PARAGON
                  150 PIERCE STREET, L.L.C.By:Name:Title:TENANT:DOV
                  PHARMACEUTICAL, INC.ByName:Title:


30





EXHIBIT
      "A"




The
      certain piece or parcel of land known as Lot 2.02, Block 468.08 located in
      Franklin Township, Somerset County, New Jersey.


31





EXHIBIT
      "B" – INTENTIONALLY DELETED


32





EXHIBIT
      "C" - WIRING INSTRUCTIONS


33





EXHIBIT
      “D” - INTENTIONALLY DELETED




34





EXHIBIT
      “E” - INTENTIONALLY DELETED


35





EXHIBIT
      “F” - CLEANING SPECIFICATIONS




Landlord
      shall clean the Premises substantially in accordance with the
      following:





**Office/Administrative
      and Lobby Areas**





·
            All
                carpeting shall be vacuumed nightly. Carpet shall be spot cleaned
                as
                required. Carpet shampooing is
                excluded.


·
            Dust
                furniture & window sills
                nightly.


·
            Empty
                and dust all waste receptacles nightly and removed from the demised
                premises waste paper and waste materials incidental to normal office
                usage.


·
            Empty
                and clean ashtrays and sand urns
                nightly.


·
            Clean
                water fountains and coolers
                nightly.


·
            Dust
                telephones, lighting fixtures and ventilating louvers as
                required.


·
            Dust
                under desk equipment as required.


·
            Dust
                baseboards 2 times per month.


·
            Sweep
                and/or mop (non-carpeted) areas with appropriately treated brooms,
                mops or
                cloths nightly.


·
            Sweep
                & dust stairwell landings and handrails 2 times per
                week.


·
            Sweep,
                vacuum and/or mop floors of elevator cab
                nightly.


·
            Strip
                and reseal stairwell landing once
                annually.


·
            Strip
                and reseal VCT flooring twice
                annually.





**Lavatory
      Areas**





·
            Wash
                all lavatory floors nightly using proper
                disinfectants.


·
            Clean
                all mirrors, powder shelves, sinks and counters
                nightly.


·
            Clean
                and disinfect basins, bowls, and urinals and flushometers
                nightly.


·
            Wash
                toilet seats nightly.


·
            Clean
                partitions, tile, dispenses and receptacles
                nightly.


·
            Empty
                paper towel receptacles and sanitary disposal receptacles
                nightly.


·
            Fill
                toilet tissue holders, soap dispensers and paper towel dispensers
                nightly.





**Laboratory/Laboratory
      Support/High Bay Areas**





·
            Cleaning
                specifications for all laboratory/laboratory support and Pilot Plant
                areas
                shall be established by Tenant. Landlord shall perform such cleaning
                as
                directed by Tenant, at Tenant’s sole cost and
                expense.




36





EXHIBIT
      “G” - FORM SNDA


37


EXHIBIT
      “H” - RULES AND REGULATIONS




Landlord
      hereby promulgates the following Rules and Regulations with respect to the
      Premises:





1.  No
      awnings, signs or other projections shall be attached to the outside walls
      of
      the Building without the prior written consent of Landlord. The foregoing rule
      and regulation shall be subject however, to the provisions of Article 8(a)
      of
      the Lease.





2.  Restrooms
      and other plumbing fixtures shall not be used for any purpose other than those
      for which they were constructed and no debris, rubbish, rags or other substances
      shall be thrown therein. Only standard toilet tissue may be flushed in commodes.
      All damage resulting from any misuse of these fixtures shall be the
      responsibility of Tenant who, or whose employees agents, visitors, clients,
      or
      licensees shall have caused same.





3.  Tenant
      shall not construct or maintain, use or operate in any part of the Premises
      any
      apparatus or sound/communication system which will be heard outside the Premises
      at a level objectionable to neighboring properties.





4.  Tenant
      shall not cause or permit any objectionable odors to be produced at a level
      objectionable to neighboring properties.





5.  Tenant
      shall provide keys/codes and/or security access cards to all locks or bolts
      of
      any kind upon any door or window of the Building. Tenant must, upon the
      termination of tenancy, return to Landlord all keys for the Building, either
      furnished to or otherwise procured by Tenant, and all security access cards
      to
      the Building, where applicable.





The
      foregoing rules and regulations may be amended, modified or supplemented by
      Landlord, from time to time, pursuant to the provisions of Article 26 of this
      Lease.




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