**Exhibit
      10.46**





































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
              12.
              PREMISES
              33.
              TERM
              34.
              CONSTRUCTION
                  BY LANDLORD
              45.
              FIXED
                  RENT; LETTER OF CREDIT
              66.
              ADDITIONAL
                  RENT
              107.
              UTILITY
                  CHARGES
              168.
              SIGNS;
                  USE OF PREMISES AND COMMON AREAS
              169.
              ENVIRONMENTAL
                  MATTERS
              1810.
              TENANT'S
                  ALTERATIONS
              2011.
              CONSTRUCTION
                  LIENS
              2212.
              ASSIGNMENT
                  AND SUBLETTING
              2213.
              LANDLORD'S
                  RIGHT OF ENTRY
              2614.
              REPAIRS
                  AND MAINTENANCE
              2615.
              INSURANCE;
                  SUBROGATION RIGHTS
              2916.
              INDEMNIFICATION
              3017.
              QUIET
                  ENJOYMENT
              3118.
              FIRE
                  DAMAGE
              3119.
              SUBORDINATION;
                  RIGHTS OF MORTGAGEE
              3220.
              CONDEMNATION
              3321.
              ESTOPPEL
                  CERTIFICATE
              3422.
              DEFAULT
              3423.
              INTENTIONALLY
                  OMITTED
              3924.
              LANDLORD'S
                  REPRESENTATIONS AND WARRANTIES
              3925.
              SURRENDER
              3926.
              RULES
                  AND REGULATIONS
              3927.
              GOVERNMENTAL
                  REGULATIONS
              4028.
              NOTICES
              4029.
              BROKERS
              4130.
              INTENTIONALLY
                  OMITTED
              4131.
              LANDLORD'S
                  LIABILITY
              4132.
              AUTHORITY
              4133.
              NO
                  OFFER
              4234.
              EXTENSION
                  OPTION
              4235.
              OPTION
                  TO PURCHASE
              4336.
              CONTINGENCY
              4537.
              RIGHT
                  OF OFFER FOR PURCHASE
              4538.
              TENANT
                  FINANCIAL INFORMATION
              4739.
              MISCELLANEOUS
                  PROVISIONS
              4740.
              WAIVER
                  OF TRIAL BY JURY
              4941.
              CONSENT
                  TO JURISDICTION
              50
  
  EXHIBIT
                  A
              
              52EXHIBIT
                  B
              
              53EXHIBIT
                  C
              
              54EXHIBIT
                  D
              
              55EXHIBIT
                  E
              
              58EXHIBIT
                  F
              
              59EXHIBIT
                  G
              
              60EXHIBIT
                  H
              
              61








LEASE





THIS
      LEASE ("Lease") entered into as of the 20th day of December, 2005, 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 the Commencement Date for a period of one hundred twenty (120)
                months, ending on the last day of the tenth (10th) Lease Year (as
                defined
                in Article 1(q) below.





(e)  " Fixed
      Rent ":








LEASE
                  YEAR
              MONTHLY
                  INSTALLMENTS
              ANNUAL
                  FIXED RENTYears
                  1-5
              $233,950.50
              $2,807,406.00Years
                  6-10
              $257,345.55
              $3,088,146.60


(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.




1


(g)
              "Letter
                  of Credit":
                  $4,211,109.00.


(h)
            INTENTIONALLY
                DELETED.


(i)
            "Tenant's
                Allocated Share":
                100%.




(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)
            "Broker”:
                GVA Williams





(m)
            "Notice
                Address/Contact":





Landlord:
              PARAGON
                  150 PIERCE STREET, L.L.C.
                One
                  Paragon Drive, Suite 145
                Montvale,
                  New Jersey 07645
                Attn:
                  Mr. Mark Schaevitz, Managing MemberTenant:
              DOV
                  PHARMACEUTICAL, INC.
                150
                  Pierce Street
                Franklin
                  Township, New Jersey
                Attn:
                  Robert Horton, Esq., General Counsel




(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”.





(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)
            “Base
                Year”:
                twelve (12) months, commencing from and after the Commencement
                Date.




2





(q)
            “Lease
                  Year”:
                  A "Lease Year" shall be comprised of a period of twelve (12) consecutive
                  months. The first Lease Year shall commence on the Commencement
                  Date but,
                  notwithstanding the first sentence of this paragraph, if the Commencement
                  Date is not the first day of a month, then the first Lease Year
                  shall
                  include the additional period from the Commencement Date to the
                  end of the
                  then current month. Each succeeding Lease Year shall end on the
                  anniversary date of the last day of the preceding Lease Year. For
                  example,
                  if the Commencement Date is February 1, 2006, then the first Lease
                  Year
                  would commence on February 1, 2006 and end on January 31, 2007,
                  and each
                  succeeding Lease Year would commence on February 1st and end on
                  January
                  31st. If, however, the Commencement Date is February 2, 2006, then
                  the
                  first Lease Year would commence on February 2, 2006 and end on
                  February
                  28, 2007, the second Lease Year would commence on March 1, 2007
                  and end on
                  February 29, 2008, and each succeeding Lease Year would commence
                  on March
                  1st and end on either February 28thor
                  29thof
                  the applicable Lease
                  Year.




(r)
            “Utilities”:
                The “Utilities” shall be the utilities described in Article 7 hereof and
                the payment obligations with respect thereto also as set forth in
                said
                Article 7.





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 (the "Commencement Date") on the “Closing Date”
under that certain Agreement of Purchase and Sale by and between Conopco, Inc.
      and Paragon 150 Pierce Street LLC, dated November 15, 2005. The Term shall
      expire on the last day of the tenth (10 th )
      Lease
      Year (the “Expiration Date”). The Commencement Date shall be confirmed by
      Landlord and Tenant by the execution of a Confirmation of Lease Term in the
      form
      attached hereto as Exhibit "B". If Tenant fails to execute or object to the
      Confirmation of Lease Term within twenty (20) business days of its delivery,
      Landlord’s determination of such dates shall be deemed accepted.




3


4.  CONSTRUCTION
      BY LANDLORD .





(a)  Landlord,
      at Tenant’s expense (except as otherwise provided below), shall construct and do
      such other work in the Premises to prepare the Premises for Tenant’s use and
      occupancy (collectively, the "Landlord's Work") as required by Tenant, subject
      to and in accordance with the provisions of this Article 4. Tenant
      shall, at its sole cost and expense and subject to the Tenant Allowance (as
      hereinafter defined), cause its architect and/or engineer to prepare and deliver
      to Landlord an initial set of complete and coordinated plans and specifications
      for each aspect of Landlord’s Work (the “Initial Completed Plans”). The Initial
      Completed Plans shall contain sufficient detail of the proposed Landlord’s Work
      so as to enable Tenant’s architect and/or engineer to prepare final construction
      documents for Landlord’s Work. Landlord shall review the Initial Completed Plans
      and shall advise Tenant whether it approves or disapproves of the Initial
      Completed Plans within ten (10) business days of Tenant’s submission of same. In
      the event Landlord disapproves of the Initial Completed Plans, Landlord shall
      provide Tenant with the basis of its disapproval and Tenant shall resubmit
      revised Initial Completed Plans for Landlord’s approval in accordance with the
      terms of this Lease until such time as Landlord approves same. It is further
      agreed that, in the event Landlord shall fail to approve or disapprove of the
      Initial Completed Plans within said ten (10) business day period, Landlord
      shall
      be deemed to have approved of same. Upon Landlord’s approval of the Initial
      Completed Plans, Tenant shall, at its sole cost and expense and subject to
      the
      Tenant Allowance, cause its architect and/or engineer to prepare and deliver
      to
      Landlord final construction documents for Landlord’s Work based upon the
      approved Initial Completed Plans (the “Final Construction Documents”). Upon
      Landlord’s receipt of the Final Construction Documents, Landlord shall solicit
      bids for Landlord’s Work in accordance with the provisions of subparagraph (b)
      below. Upon completion of the bidding process as aforesaid, Landlord shall,
      together with its submittal of the documentation required under subparagraph
      (b)
      below, advise Tenant of the following: (i) the scheduled date by which Landlord
      anticipates it shall substantially complete Landlord’s Work (the “Stated
      Completion Date”) and (ii) the estimated Costs for Landlord’s Work (as
      determined under Article 4(b) below).





(b)
      Following the completion of the bidding process for Landlord’s Work , Landlord
      shall provide Tenant with the estimate from the general contractor designated
      by
      Landlord to perform Landlord’s Work (“Landlord’s General Contractor”) of the
      costs and expenses to perform Landlord’s Work based on the Final Construction
      Documents, including a 7% general conditions and 10% overhead and profit charge,
      and a Construction Management Fee payable to Landlord in the amount of two
      (2%)
      percent of the hard costs of Landlord’s Work **** in
      connection with Landlord’s services in supervising, performing and/or reviewing
      all of Landlord’s Work (such costs and expenses are collectively herein referred
      to as the “Costs of Landlord’s Work”). Such submission shall include the bid
      packages from the proposed subcontractors in each category and Landlord’s notes
      and recommendations thereon. Tenant shall have the right to submit to Landlord
      a
      list of one (1) subcontractor for each trade to be involved in Landlord’s Work
      (which subcontractor Tenant would like to be included as one of the
      subcontractors from which Landlord shall request a bid as set forth above).
      In
      the event that Tenant submits to Landlord such list of subcontractors, Landlord
      and/or Landlord’s General Contractor shall include the one (1) subcontractor in
      each trade set forth on such Tenant’s list in its request for bids for each such
      trade. Notwithstanding the foregoing, in the event Tenant elects to include
      any
      specialized work as part of Landlord’s Work, Tenant may select a subcontractor
      to perform such specialized work (the “Specialized Subcontractor”) and Landlord
      and/or Landlord’s General Contractor shall coordinate and cooperate with the
      Specialized Subcontractor in order to permit the Specialized Subcontractor
      to
      perform its portion of Landlord’s Work simultaneously with the performance of
      Landlord’s Work. Tenant acknowledges that any subcontractor selected by Tenant
      pursuant to this Article 4(b) must be reputable, licensed and insured in the
      State of New Jersey. Within two (2) business days after submission of such
      information, Landlord and Tenant shall meet to discuss the Final Construction
      Documents, the pricing and the Stated Completion Date. Tenant shall advise
      Landlord, no later than five (5) business days after its receipt of the Final
      Construction Documents, whether it approves or disapproves the Stated Completion
      Date, the Costs of Landlord’s Work and whether Landlord is authorized to
      commence the performance of Landlord’s Work. Tenant shall be deemed to have
      accepted the same and authorized the performance of Landlord’s Work if it fails
      to respond to Landlord’s submission within said five (5) business day period. In
      the event Tenant disapproves all or any portion of Landlord’s submission, it is
      agreed that the parties shall immediately meet thereafter to discuss, in good
      faith, and agree upon a mutually acceptable Stated Completion Date and Costs
      of
      Landlord’s Work.





4


(c)  Promptly
      after Tenant has approved the Costs of Tenant’s Work, the parties have
      established the Stated Completion Date and Tenant has authorized Landlord to
      commence construction, Landlord shall obtain all permits and approvals required
      for Landlord’s Work and commence and diligently prosecute Landlord’s Work to
      completion. Landlord shall cause Landlord’s Work to be performed in a good and
      workmanlike manner, in compliance with all applicable laws, codes, ordinances,
      rules and regulations and in accordance with the Final Construction Documents.
      Landlord’s Work shall be deemed “substantially complete” on the date as of which
      the only items of Landlord’s Work to be completed are punch list items and
      Landlord provides Tenant with a certification from Landlord’s architect that
      Landlord’s Work has been substantially completed in accordance with the Final
      Construction Documents. Notwithstanding anything contained herein to the
      contrary, it is further agreed that in the event Landlord does not substantially
      complete Landlord’s Work by the agreed to Stated Completion Date, subject to
      Force Majeure and Tenant Delay, Tenant shall receive a rent credit in an amount
      equal to one day for each day after the Stated Completion Date until the date
      that Landlord’s Work is substantially completed. A “Tenant Delay” shall be
      defined as any delay in the fulfillment of any of the conditions to the
      occurrence of an obligation under this Article 4 which Landlord is responsible
      for fulfilling, to the extent that such delay is caused by: (i) Tenant’s failure
      to respond to a submission by Landlord within the time periods provided herein,
      (ii) any changes requested by Tenant after the final approval of Final
      Construction Documents; (iii) the negligence or misconduct of Tenant or any
      of
      its agents or employees; (iv) Tenant’s lack of cooperation in connection
      Landlord’s Work (such as Tenant’s failure to attend construction meetings or
      respond, in a timely manner, to Landlord’s request for information relating to
      Landlord’s Work); or (v) the performance of work by anyone employed or engaged
      by Tenant.





5


(d)  Landlord
      shall only be responsible for payment of a maximum cost of $2,673,720.00 (i.e.,
      $20.00 per rentable square foot) (the “Tenant Allowance”) toward all Costs of
      Landlord’s Work and all “soft costs” as defined and to the extent permitted
      below. All such Costs of Landlord’s Work in excess of the Tenant Allowance,
      after first deducting costs and expenses incurred by Tenant for a third party
      provider for soft costs permitted to be applied against the Tenant Allowance,
      shall be borne by Tenant, and shall be paid to Landlord as follows: (i)
      twenty-five (25%) percent of such costs shall be payable by Tenant to Landlord
      prior to the commencement of Landlord’s Work, and (ii) the remaining
      seventy-five (75%) of such costs shall be payable by Tenant to Landlord in
      periodic installments, within thirty (30) days of Landlord’s presentation of
      bill and/or invoices with respect to such costs, such payment(s) to be based
      on
      a fraction, the numerator of which is the total amount of such excess costs
      and
      the denominator of which is the Costs for Landlord’s Work. If, however, the
      total Costs for Landlord’s Work is less than the maximum amount of the Tenant
      Allowance set forth above, then Landlord shall bear all such charges, and Tenant
      shall be paid an amount equal to the difference between the Tenant Allowance
      and
      the actual total cost of Landlord’s Work (it being understood and agreed by the
      parties hereto that such payment shall be made by Landlord’s Mortgagee (as
      hereinafter defined)in a single lump sum within forty-five (45) days of the
      satisfaction of the conditions set forth in this Lease). Tenant hereby
      acknowledges that not more than 35% of the Tenant Allowance shall be used for
      “soft costs”. The term “soft costs”, as used herein, shall generally include,
      without limitation, the fees and charges of any architects, engineers and other
      consultants engaged by Tenant in connection with the subject work; the fees
      and
      charges incurred in connection with obtaining governmental and
      quasi-governmental permits, authorizations and approvals; the costs and charges
      incurred in connection with the installation of Tenant’s data and
      telecommunication wiring and cabling in and about the Premises (or any portion
      thereof); and the costs and expenses incurred by Tenant in connection with
      the
      relocation, acquisition and installation of Tenant’s furniture, fixtures and
      equipment in the Premises (or any portion thereof). In the event portions of
      the
      Tenant Allowance are used for services and purposes other than for Landlord’s
      Work, such amounts shall be payable to Tenant (or the third party provider
      of
      such service) within thirty (30) days after delivery of an invoice or reasonable
      documentation therefor.





5.
            FIXED
                RENT; LETTER OF CREDIT.





(a)  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 wire transfer of immediately
      available funds pursuant to the wiring instructions annexed hereto as Exhibit
      “C”.. In the event Tenant is unable to make any such payment by wire transfer,
      such amounts shall be forwarded to Landlord at the address set forth in Article
      1(f) above. Notwithstanding the immediately preceding sentence, the first full
      month's installment and any initial partial month and the Letter of Credit
      shall
      be delivered to Landlord upon the execution of this Lease by
      Tenant.





6


(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.





(c)  (i)
      Prior
      to the transfer of title to the Premises to Landlord, Tenant shall deliver
      to
      Landlord, an unconditional, irrevocable, stand-by letter of credit (the “Letter
      of Credit”) in the amount specified by Article 1(g) hereof, to serve as
      collateral for the full and faithful performance and observance by Tenant of
      all
      of the terms, conditions, covenants and agreements of this Lease. The Letter
      of
      Credit must conform to the requirements of Article 5(c)(ii), below, and the
      rights and obligations of the parties with respect to the Letter of Credit
      shall
      be governed by the provisions of Article 5(c)(iii), (iv), (v) and (vi), below.
      Provided that no default has occurred under this Lease on the part of Tenant
      beyond the expiration of applicable notice and cure periods provided for herein
      for the cure thereof, Tenant shall have the right to reduce the amount of the
      Letter of Credit to $2,807,000.00 upon Tenant providing Landlord with evidence
      acceptable to Landlord and Landlord’s Mortgagee that Tenant has achieved two (2)
      consecutive years of profitability of a minimum of $10,000,000.00, excluding
      non-cash charges for employee stock options.





(ii)  The
      Letter of Credit must conform to each the following requirements:





(A)  the
      Letter of Credit may only be issued by and drawable upon a commercial bank,
      trust company, national banking association or savings and loan association
      that
      maintains an office in **** the
      State
      of New Jersey or in New York City **** at
      which
      the Letter of Credit may be drawn upon (the "Issuing Bank") and shall be in
      substantially in the form annexed hereto as Exhibit “D”. Landlord hereby
      approves Bank of America or Bear Stearns as the Issuing Bank. The Issuing Bank
      must have outstanding unsecured, uninsured or unguaranteed indebtedness, or
      must
      have issued a Letter of Credit or other credit facility that constitutes the
      primary security for any outstanding indebtedness (which is otherwise uninsured
      and unguaranteed), that is then rated, without regard to qualification of such
      rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by
      Moody’s Investors Service and “AA” or better by Standard & Poor’s Ratings
      Service (and is not on credit-watch with negative implications), and must then
      have combined capital, surplus and undivided profits of not less than
      $500,000,000;





(B)  the
      Letter of Credit shall indicate the address of the Issuing Bank in the State
      of
      New Jersey or in New York City where it can be drawn upon;





(C)  the
      Letter of Credit shall name Landlord as beneficiary under the Letter of Credit
      with its address at One Paragon Drive, Suite 145, Montvale, New Jersey
      07645;





7


(D)  the
      Letter of Credit must be payable to Landlord or an authorized representative
      of
      Landlord upon presentation of only the Letter of Credit and a sight draft,
      and
      shall not contain as a condition to a draw the requirement of Landlord's
      certification or other statement as to the existence of Tenant's
      default;





(E)  the
      Letter of Credit must contain affirmative statements providing that (1) partial
      draws are permitted, and (2) the beneficiary may, from time to time, transfer
      or
      assign the Letter of Credit without the consent of Tenant or the Issuing Bank,
      and (3) upon transfer or assignment of the Letter of Credit by the beneficiary,
      neither the beneficiary nor its transferee/assignee shall be responsible for
      payment of any fees or charges imposed by the issuer in connection with such
      assignment. Moreover, Tenant hereby acknowledges and agrees that, in the event
      any such fees or charges are imposed by the issuer in relation to a transfer
      or
      assignment of the Letter of Credit and/or in relation to any addition,
      modification or deletion to the existing Letter of Credit, Tenant shall promptly
      pay such fees and/or charges and, in the event Tenant fails to pay same, the
      beneficiary or its transferee/assignee may apply a portion of the draw in
      satisfaction of such fees and/or charges;





(F)  the
      Letter of Credit shall be subject to the International Standby Practices 1998,
      International Chamber of Commerce Publication No. 590;





(G)  the
      Letter of Credit shall be deemed to be automatically renewed, without amendment,
      for consecutive one year periods through a date that is not earlier than sixty
      (60) days after the Expiration Date of this Lease, or any renewal or extension
      thereof, unless written notice of nonrenewal of the Letter of Credit has been
      given by the Issuing Bank to Landlord (sent to Landlord via certified mail,
      return receipt requested). Upon the Issuing Bank's giving of such notice, if
      any, Tenant must replace the Letter of Credit with a new Letter of Credit,
      satisfying the requirements of this Article 5(c)(ii), at least thirty (30)
      days
      prior to the termination of the existing Letter of Credit. Failure by Tenant
      to
      replace the existing Letter of Credit as required herein shall constitute a
      default under this Lease and there shall be no notice or opportunity to cure
      said default. Thereupon, Landlord shall be permitted to draw upon the original
      Letter of Credit up to the full amount thereon;





(H)  the
      Letter of Credit must expressly state that all fees and expenses are for the
      account of Tenant and that the failure of Tenant to pay any such fees or
      expenses shall not affect the rights of the beneficiary thereunder;
      and





(i)  the
      original Letter of Credit to be delivered by Tenant upon execution of this
      Lease
      shall be in the amount set forth in Article 1(g) hereof, and shall not reference
      or set forth the schedule of reduced amounts set forth at the end of Article
      5(c)(i). Rather, if and when Tenant becomes entitled to reduce the amount of
      the
      Letter of Credit then being held by Landlord pursuant to this Lease, Landlord
      shall, upon written request by Tenant, cooperate in good faith with Tenant
      and
      the Issuing Bank for the exchange of (x) the original Letter of Credit then
      being held by Landlord pursuant to this Lease, for (y) the appropriate amendment
      to, or replacement of, such Letter of Credit.





8


Tenant
      acknowledges and agrees that Landlord shall have no responsibility or liability
      on account of any error by the Issuing Bank.





(iii)  In
      the
      event Tenant defaults in payment of Fixed Rent, Additional Rent, or other sums
      due from Tenant to Landlord under this Lease, or in performance or observance
      of
      any other term, covenant, condition or agreement of this Lease, in either case
      after the expiration of applicable notice periods provided herein for the cure
      thereof, Landlord may notify the Issuing Bank and thereupon draw upon the Letter
      of Credit, in whole or in part, at Landlord’s election, and use, apply or retain
      the whole or any part of such monies to the extent required for the payment
      of
      any sums as to which Tenant is in default (including, without limitation, any
      damages or deficiency accrued before or after summary proceedings or other
      re-entry by Landlord) or for coverage or reimbursement of any sums which
      Landlord may expend or may be required to expend by reason of such default
      by
      Tenant. In the event Landlord so uses, applies or retains all or any portion
      of
      such monies represented by the Letter of Credit, Tenant shall forthwith restore
      the amount so used, applied or retained, upon delivery of written notice by
      Landlord detailing such use, application or retention, through delivery of
      a new
      or amended Letter of Credit which conforms to the requirements of Article
      5(c)(ii), above. In the event Landlord shall not apply all of the proceeds
      of
      such Letter of Credit to cover Tenant's default as permitted hereunder, Landlord
      shall hold the unapplied portion of such proceeds as a security deposit under
      this Lease until such time as Tenant shall deliver a substitute Letter of
      Credit, in which case, Landlord shall return such proceeds to
      Tenant.





(iv)  In
      the
      event of a sale or lease of all or a portion of the Premises, Landlord shall
      have the right to transfer its rights under the Letter of Credit to the vendee
      or lessee and Landlord shall thereupon be released by Tenant from all liability
      in connection with the Letter of Credit; Tenant agrees to look solely to the
      new
      landlord with respect to the return of, or any dispute arising in connection
      with, such Letter of Credit; and the provisions hereof shall apply to each
      such
      transfer or assignment made of such rights to a new landlord. Tenant shall
      not
      assign or encumber or attempt to assign or encumber the Letter of Credit. Any
      such assignment, encumbrance, attempted assignment or attempted encumbrance
      by
      Tenant shall be deemed void and of no force or effect, nor shall same be binding
      upon Landlord or its successors or assigns.





(v)  The
      acceptance of the Letter of Credit or the exercise of any remedies under this
      Article 5(c) by Landlord shall not be a limitation on Landlord's damages,
      remedies or other rights under this Lease, or construed as a payment of
      liquidated damages or an advance payment of Fixed Rent or any Additional
      Rent.





(vi)  Tenant
      shall cooperate, at Landlord’s sole cost and expense (except when the amount of
      the Letter of Credit is being reduced under subparagraph (c)(i) above or
      otherwise, in which case it shall be at Tenant’s sole cost and expense), with
      Landlord to promptly execute and deliver to Landlord any and all modifications,
      amendments, and replacements of the Letter of Credit, as Landlord may reasonably
      request to carry out the intent, terms and conditions of this Article
      5(c).





9


(vii)
      Tenant shall have the right to replace the Letter of Credit with another
      equivalent form of collateral and/or security for this Lease, provided such
      replacement collateral and/or security is acceptable to Landlord and Landlord’s
      Mortgagee, in their sole and absolute discretion.





6.  ADDITIONAL
      RENT .





(a)  Commencing
      as of the first day of the second Lease Year, and in each lease year thereafter
      during the Term (as same may be extended), Tenant shall pay to Landlord Tenant’s
      Allocated Share of the following charges (“Recognized Expenses”), without
      deduction or set off, except as otherwise provided herein, to the extent such
      Recognized Expenses exceed those Recognized Expenses incurred during the Base
      Year set forth in Article 1(p) of this Lease:





(i)  Operating
      Expenses. All costs and expenses related to the maintenance, repair, operation,
      and management of the Premises incurred by Landlord, including, but not limited
      to:





(A)  All
      costs
      and expenses related to the operation, maintenance, repair or replacement of
      the
      Premises, including, but not limited to, lighting, cleaning the Building
      exterior and janitorial and cleaning services to the Building, trash removal
      and
      recycling, repairs, partial replacement and maintenance of the roof, parking
      areas, storm water management system, fire suppression and alarm systems,
      removing snow, ice and debris and maintaining all landscape areas (including
      replacing and replanting flowers, shrubbery and trees), maintaining, repairing
      and partially replacing all other exterior improvements at the Premises, all
      repairs and compliance costs necessitated by laws enacted or which become
      effective after the date hereof (including, without limitation, any additional
      regulations or requirements enacted after the date hereof regarding the
      Americans With Disabilities Act required of Landlord under applicable laws
      and
      rules and regulations and management fees (it being understood and agreed that,
      with respect to management fees only, any increases to the dollar amount of
      the
      management fee included in the Base Year shall be determined using a cost of
      living adjustment formula only).





(B)  All
      costs
      and expenses incurred by Landlord for environmental testing, sampling or
      monitoring required by statute, regulation or order of governmental authority
      as
      a result of the activities at the Premises of Tenant, an Affiliate or a Business
      Group (as such terms are defined in Paragraph 12(i) below) and/or the
      successors, assigns, or subtenants of Tenant, an Affiliate or a Business Group,
      excluding any costs or expenses incurred in conjunction with the spilling or
      depositing of any hazardous substance for which any other person or other tenant
      is legally liable.





(C)  INTENTIONALLY
      DELETED.





(D)  All
      insurance premiums paid or payable by Landlord for insurance with respect to
      the
      Premises as follows: (a) fire and extended coverage insurance (including
      demolition and debris removal); (b) insurance against Tenant defaults,
      Landlord's rental loss or abatement (but not including business interruption
      coverage on behalf of Tenant) from damage or destruction from environmental
      hazards, fire or other casualty; (c) Landlord's commercial general liability
      insurance (including bodily injury and property damage) and boiler insurance;
      and (d) such other reasonable insurance as Landlord or any reputable mortgage
      lending institution holding a mortgage on the Premises may require that is
      customarily carried by prudent landlord of properties similar to the Premises.
      If the coverage period of any of such insurance obtained by Landlord commences
      before or extends beyond the Term, the premium therefore shall be prorated
      to
      the Term. Should Tenant's occupancy or use of the Premises at any time change
      and thereby cause an increase in such insurance premiums on the Building and/or
      Premises, Tenant shall pay to Landlord the entire amount of such reasonably
      documented increase, irrespective of the Base Year.





10


In
      no
      event shall Operating Expenses include:





(1)
      payment of principal, interest or other charges on mortgages or payment of
      any
      rent by Landlord on account of any ground lease encumbering the Premises; (2)
      advertising, marketing costs, and leasing commissions of Landlord or any
      affiliate; (3) costs for which Landlord is has the right to be reimbursed under
      insurance polices or otherwise by third parties; (4) legal and accounting
      expenses related to lease negotiations and enforcement of leases; (5) damages,
      penalties, fines, or interest that Landlord is obligated to pay by reason of
      any
      tort liability of Landlord, Landlord’s violation of applicable law or failure by
      Landlord to comply with its lease obligations or to timely pay any component
      of
      Operating Expenses; (6) salaries of executives or principals of Landlord; (7)
      charitable and political contributions; (8) compensations paid to any Building
      employee to the extent that the same is not fairly allocable to the work or
      service provided by such employee to the Premises; (9) taxes and any estate,
      succession, inheritance, profit, use, occupancy, gross receipts, rental, capital
      gains, and transfer taxes imposed upon Landlord; (10) any bad debt loss, rent
      loss or reserves for bad debts or rent loss; (11) any expenses which are not
      paid or incurred in respect of the Premises but rather in respect of other
      real
      property owned by Landlord or affiliates of Landlord, provided that with respect
      to any expenses attributable in part to the Premises and in part to other real
      property owned by Landlord (including, without limitation, salaries, fringe
      benefits and other compensation of Landlord’s personnel who provide services to
      both the Premises and other properties), Operating Expenses shall include only
      such portion thereof as are apportioned by Landlord to the Premises on a fair
      and equitable basis; (12) costs incurred with respect to a sale or transfer
      of
      all or any portion of the Premises or any interest therein or in any person
      of
      whatever tier owning an interest therein; (13) amounts paid to subsidiaries
      or
      other affiliates of Landlord for services to the Premises to the extent only
      that the costs of such services materially exceed the costs if such services
      had
      been rendered by an unaffiliated party; (14) capital expenditures relating
      to:
      (a) the expansion of the Building, (b) the replacement of the entire facade
      of
      the Building, (c) the replacement of the entire roof of the Building, (d) the
      replacement of the entire HVAC system in the Building or the replacement, at
      the
      same time, of all of the components of such system (except that the cost of
      replacing particular components of such system shall be included in Operating
      Expenses); or (e) compliance with applicable laws, codes, ordinances and
      regulations in effect prior to the Commencement Date; (15) capital expenditures
      principally designed to market the Premises for lease to a successor tenant
      or
      for sale or other transfer to a successor owner and not otherwise required
      in
      connection with Landlord’s maintenance, repair and replacement obligations under
      this Lease or necessary, in Landlord’s reasonable opinion, to prevent the
      deterioration or degradation of the Premises or the value thereof; (16)
      depreciation, amortization (except as otherwise expressly provided herein)
      and
      other non-cash charges; and (17) all costs of Landlord’s general corporate and
      general administrative and overhead expenses. It is further agreed that the
      costs of capital expenditures which are includable in Operating Expenses will
      not exceed $100,000.00 in any given Escalation Year (but, if in excess of
      $100,000.00, such excess cost(s) may be carried forward and included in
      subsequent Escalation Year(s) or will be payable by Tenant to Landlord upon
      the
      exercise of Tenant’s rights under Paragraph 35 hereof until such time as such
      excess is paid in full by Tenant).





11


(ii)  "Taxes"
      shall be the real estate taxes, assessments, special or otherwise, sewer rents,
      rates and charges, and any other governmental charges, general, specific,
      ordinary or extraordinary, foreseen or unforeseen, levied on a calendar year
      or
      fiscal year basis against the Premises. In no event shall Taxes include
      franchise, transfer, excise, estate, gift, income or profits taxes. If at any
      time during the Term the method of taxation prevailing at the date hereof shall
      be altered so that there shall be levied, assessed or imposed in lieu of, or
      as
      in addition to, or as a substitute for, the whole or any part of the taxes,
      levies, impositions or charges now levied, assessed or imposed on all or any
      part of the Premises (a) a tax, assessment, levy, imposition or charge based
      upon the rents received by Landlord, whether or not wholly or partially as
      a
      capital levy or otherwise, or (b) a tax, assessment, levy, imposition or charge
      measured by or based in whole or in part upon all or any part of the Premises
      and imposed on Landlord, or (c) a license fee measured by the rent payable
      by
      Tenant to Landlord, or (d) any other tax, levy, imposition, charge or license
      fee however described or imposed; then all such taxes, levies, impositions,
      charges or license fees or any part thereof, so measured or based, shall be
      deemed to be Taxes. Landlord shall pay all Taxes hereunder to the applicable
      governmental authority on or before the date that such sums would become
      delinquent under applicable law. Landlord shall provide evidence of payment
      of
      Taxes to Tenant promptly upon written request by Tenant.





(b)  Tenant
      shall pay, in monthly installments in advance, on account of Tenant’s Allocated
      Share of Recognized Expenses, the estimated amount of Recognized Expenses for
      such year in excess of the Base Year, as determined by Landlord in its
      reasonable discretion and as set forth in a notice to Tenant, such notice to
      include the basis for such calculation. Prior to the end of the calendar year
      in
      which the Lease commences and thereafter for each successive calendar year
      (each, an “Escalation Year”), or part thereof, Landlord shall send to Tenant a
      statement of projected Recognized Expenses in excess of the Base Year and shall
      indicate what Tenant’s projected share of Recognized Expenses shall be. Said
      amount shall be paid in equal monthly installments in advance by Tenant as
      Additional Rent commencing January 1 of the applicable Escalation Year. Upon
      Tenant’s request, Landlord shall meet with Tenant during December of each year,
      to review Landlord’s anticipated Operating Expenses for the EscalationYear next
      following. Landlord agrees, in good faith, to take into account any suggestions
      of Tenant regarding Recognized Expenses.





12


(c)  If
      during
      the course of any Escalation Year, Landlord shall demonstrate by evidence
      reasonably acceptable to Tenant that Recognized Expenses shall be different
      than
      that upon which the aforesaid projections were originally based, then Landlord
      shall be entitled to adjust the amount not more than twice in any such year
      by
      reallocating the remaining payments for such year, for the months of the
      Escalation Year which remain for the revised projections, and to advise Tenant
      of an adjustment in future monthly amounts to the end result that Recognized
      Expenses shall be collected on a reasonably current basis each Escalation
      Year.





(d)  By
      April
      30th of each Escalation Year or as soon thereafter as administratively
      available, Landlord shall send to Tenant a statement of actual Recognized
      Expenses for the prior Escalation Year showing Tenant’s Allocated Share due from
      Tenant. Landlord shall use its reasonable efforts to provide Tenant with the
      aforesaid statements on or before April 30th of each Escalation Year; provided,
      however, if Landlord is unable to provide such statements by April 30th,
      Landlord shall not have been deemed to waive its right to collect any such
      amounts as Additional Rent. Notwithstanding the foregoing, in the event Landlord
      shall fail to provide a statement for a particular Escalation Year within two
      (2) years thereafter, Landlord shall be deemed to have waived its right to
      collect any such amounts for such Escalation Year. In the event the amount
      prepaid by Tenant exceeds the amount that was actually due, then Landlord shall
      issue a credit to Tenant in an amount equal to the over charge, which credit
      Tenant may apply to further payments on account of Recognized Expenses until
      Tenant has been fully credited with the over charge. If the credit due to Tenant
      is more than the aggregate total of future rental payments, Landlord shall
      pay
      to Tenant the difference between the credit in such aggregate total. In the
      event Landlord had undercharged Tenant, then Landlord shall send Tenant an
      invoice with the additional amount due, which amount shall be paid in full
      by
      Tenant within thirty (30) days of receipt.





(e)  Each
      of
      the Recognized Expenses amounts, whether requiring lump sum payment or
      constituting projected monthly amounts added to the Fixed Rent, shall for all
      purposes be treated and considered as Additional Rent and the failure of Tenant
      to pay the same as and when due in advance and without demand shall have the
      same effect as failure to pay any installment of the Fixed Rent and shall afford
      Landlord all the remedies in the Lease therefor as well as at law or in equity.





(f)  If
      this
      Lease terminates other than at the end of a calendar year, Landlord’s annual
      estimate of Recognized Expenses shall be accepted by the parties as the actual
      Recognized Expenses for the year the Lease ends until Landlord provides Tenant
      with actual statements in accordance with Section 6(d) above.





(g)  (i)
      If
      Landlord obtains a reduction in tax assessments and/or Taxes which results
      in a
      reduction in Taxes for any Escalation Year as a result of proceedings respecting
      applications filed or made on or after the date of execution of this Lease,
      then
      for purposes of calculating Tenant’s Allocated Share of Taxes due pursuant to
      this Lease for such Escalation Year, the Taxes imposed shall be reduced
      accordingly and, if Landlord shall receive any tax refund or remission in
      respect to the Taxes for any Escalation Year which Tenant has actually paid
      Tenant’s Allocated Share of the Taxes as herein provided then, provided Tenant
      is not in default hereunder beyond applicable notice periods provided for herein
      for the cure thereof, Landlord shall reimburse Tenant for Tenant’s Allocated
      Share thereof, after first deducting therefrom the share of Landlord’s cost and
      expense in procuring such refund or remission.





13


(ii)  Tenant
      shall not, without Landlord’s prior written consent, institute or maintain any
      action, proceeding or application in any court or body or with any governmental
      authority for the purpose of changing the Taxes. However, if Landlord has failed
      to commence such a proceeding by the thirtieth (30 th )
      day
      prior to the final date to file challenges for the tax year in question and
      Landlord has not provided to Tenant in writing, upon Tenant’s written request, a
      reasonable justification (which reasonable justification shall include, without
      limitation, that there are less than three (3) years remaining in the term
      hereof) for not doing so prior to such thirtieth (30 th )
      day and
      provided further that Tenant is leasing at least seventy-five (75%) percent
      of
      the square footage of the Building at such time, then Tenant shall be permitted
      to commence such a proceeding for the Escalation Year in question, at Tenant’s
      sole cost and expense, and upon prior written notice to Landlord. In the event
      Tenant commences such a proceeding as permitted herein, Tenant shall furnish
      Landlord with copies of all documents delivered and received by or on behalf
      of
      Tenant in connection with said proceeding and shall permit Landlord to
      participate in all negotiations and meetings with municipal officials and
      representatives regarding the same. Landlord agrees to cooperate with Tenant
      in
      commencing such a proceeding and to execute any documentation reasonably
      requested by Tenant in connection therewith. In the event any such action
      initiated Tenant is successful, then Tenant shall receive, or have credited
      against its rent thereafter due (at Landlord’s option) an amount equal to
      Tenant’s Allocated Share of any tax refund or credit obtained thereby to the
      extent said Taxes were actually paid by Tenant (after reimbursement to the
      appropriate party for legal fees and other out of pocket expenses). In any
      event, Tenant agrees that it will not stipulate or settle any proceeding
      initiated by Tenant unless the terms of such stipulation are agreed to, in
      writing, by Landlord, which shall not be unreasonably withheld or
      delayed.





(h)  Tenant
      shall have the right to audit the amount of the Recognized Expenses charged
      by
      Landlord for any year, provided such audit is performed in accordance with
      each
      of the following requirements: (i) as of time Tenant delivers its written
      objection under subparagraph (ii) below, Tenant shall have made timely payment
      of such Recognized Expenses within applicable notice and cure periods provided
      for herein; (ii) Tenant shall have delivered written objection to Landlord
      as to
      the amount of the subject Recognized Expenses (and of Tenant’s intent to
      exercise its audit right hereunder) within six (6) months of Tenant having
      received the annual statement for the subject Recognized Expenses; (iii) such
      audit shall be performed by employees of Tenant or a reputable firm of certified
      public accountants engaged by Tenant on a fee-paid basis (as opposed to a
      contingency fee basis); (iv) the accounting firm engaged by Tenant must execute
      and deliver to Landlord an undertaking, whereby such accounting firm (A)
      covenants not to disclose to any person or entity (other than Tenant) any
      information received by or made available to such accounting firm in connection
      with the audit, and (B) agrees not to solicit or accept engagement by other
      tenants of the Premises for the purposes of performing an audit on their behalf;
      (v) such audit is performed during regular business hours, upon prior
      appointment with Landlord and at Landlord’s record-keeping office; (vi) while
      Tenant’s auditor shall be permitted to review and copy the applicable books and
      records at Landlord’s record-keeping office, no such books or records be removed
      from such record-keeping office; and (vii) such audit is completed within ninety
      (90) days following the start thereof.





14


In
      the
      event that it is ultimately determined (by agreement of the parties or by a
      final court determination) that the actual Recognized Expenses for any year,
      as
      defined and chargeable to Tenant under this Lease, are less than the amount
      set
      forth in the statement of Recognized Expenses submitted by Landlord for such
      year, then Landlord shall reimburse Tenant for such overcharge within thirty
      (30) days of receipt of notice thereof. In the event that it is ultimately
      determined (by agreement of the parties or by a final court determination)
      that
      the actual Recognized Expenses for any year, as defined and chargeable to Tenant
      under this Lease, are more than the amount set forth in the statement of
      Recognized Expenses submitted by Landlord for such year, then Tenant shall
      reimburse Landlord for such undercharge within thirty (30) days of receipt
      of
      notice thereof. In the event that it is ultimately determined (by agreement
      of
      the parties or by a final court determination) that the actual Recognized
      Expenses for any year, as defined and chargeable to Tenant under this Lease,
      are
      less than the amount set forth in the statement of Recognized Expenses submitted
      by Landlord for such year by more than ten percent (10%), then Landlord shall
      reimburse Tenant for the actual and reasonable costs of such audit. In the
      event
      it is ultimately determined (by agreement of the parties or by a final court
      determination) that the actual Recognized Expenses are more than the amount
      set
      forth in the statement of Recognized Expenses submitted by Landlord for such
      year by more than ten percent (10%), then Tenant shall reimburse Landlord for
      its actual and reasonable costs in responding to such audit. Notwithstanding
      anything contained herein to the contrary, if this Lease is terminated as a
      result of Tenant’s default under this Lease, Landlord shall have no obligation
      to reimburse Tenant for any such overcharge nor any obligation to reimburse
      Tenant for the costs of such audit.





(i)  In
      calculating the Recognized Expenses as hereinbefore described, if for thirty
      (30) or more days during the preceding Lease Year (including the Base Year)
      less
      than one hundred (100%) percent of the rentable area of the Building shall
      have
      been occupied by Tenant, then the Recognized Expenses attributable to the
      Property shall be deemed for such Lease Year (including the Base Year) to be
      amounts equal to the Recognized Expenses which would normally be expected to
      be
      incurred had such occupancy of the Building been one hundred (100%) percent
      throughout such lease year, as reasonably determined by Landlord (i.e., taking
      into account that certain expenses depend on occupancy (e.g., janitorial) and
      certain expenses do not (e.g., landscaping)). Notwithstanding the foregoing,
      in
      the event the Building shall not be fully occupied during any Lease Year
      following the Base Year and, as a result thereof, the cost of those services
      that are based solely on occupancy are actually reduced, such occupancy-based
      costs shall not be “grossed up” for purposes of calculating Recognized Expenses
      under this Article 6. In no event however, shall Tenant be entitled to a
      reimbursement of Recognized Expenses should the Recognized Expenses for such
      Lease Year be less than the Recognized Expenses for the Base Year as a result
      of
      Landlord calculating Recognized Expenses in such a manner.





15


(j)  It
      is
      further agreed that the parties may, but shall not be obligated to, convert
      this
      Lease into a “net” lease at any time following the Base Year, subject to the
      prior written consent of Landlord’s Mortgagee and the parties entering into a
      mutually acceptable amendment to this Lease.





7.  UTILITY
      CHARGES .





From
      and
      after the Commencement Date, Tenant 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 pay the service
      provider directly for all costs and expenses incurred in connection with the
      Utilities. Upon Landlord’s request, Tenant shall also promptly provide Landlord
      with evidence (such as paid receipts) that the Utilities have been so
      paid





Tenant’s
      obligations for the payment of the costs incurred for the Utilities used at
      the
      Premises prior to the termination of this Lease shall survive termination
      hereof. Except as otherwise provided in Section 14(h) below, Landlord shall
      not
      be liable for any interruption or delay in electric or any other utility service
      for any reason. 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 exclusive right, at its sole cost and expense, to install signage
      on the Premises, including without limitation, its name and logo on the
      Building’s exterior facade and/or on a monument sign to be installed at the
      entrance to the Premises. All of Tenant’s signage, including any monument sign,
      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.





16


(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.





(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 exclusive right for so long as Tenant is the sole occupant
      of the Building, 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 exclusive right (provided Tenant remains the only tenant
      occupying space at the Building), 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.





17


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.





18


(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.




19




|(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)  Except
      as
      set forth below, Tenant will not make alterations, improvements or physical
      additions (collectively, "Alterations") of any kind to any part of the Building
      or the Premises without first obtaining the written consent of Landlord, such
      consent not to be unreasonably withheld, conditioned or delayed Landlord shall
      be deemed to have been reasonable in withholding its consent to any structural
      Alterations or Alterations to the Building systems including, without
      limitation, electrical, plumbing, heating, ventilation, air-conditioning and
      life safety systems if Landlord determines, in its sole discretion, that such
      Alterations will have a material and adverse affect on the structure and/or
      such
      systems or if such Alterations will diminish the value of the Premises (unless,
      only in the case of the value of the Premises being diminished, Tenant agrees
      or
      is otherwise required to (i) remove such Alterations upon the expiration or
      sooner termination of this Lease, and (ii) upon such removal, also restore
      the
      subject portion of the Building, and/or the Premises to its original condition
      in accordance with the terms hereof). Notwithstanding anything contained in
      this
      Article to the contrary, Landlord’s consent shall not be required in connection
      with any Minor Alteration or any Decorative Alteration. The term “Minor
      Alteration”, as used herein, means an Alteration which (i) is non-structural in
      nature; (ii) shall not affect the exterior or any structural portions or
      components of the Building or the Premises; (iii) shall not adversely affect
      the
      usage or proper functioning of any of the Building systems (including, without
      limitation, the heating, ventilation, air conditioning, plumbing, electrical,
      fire, health and life safety, sprinkler or security systems serving the Building
      or the Premises; (iv) shall not jeopardize health safety or life safety; (v)
      shall not require a change to the certificate of occupancy for the Building
      or
      Premises; (vi) shall not cause the Building or the Premises to be in violation
      of any applicable laws, codes, rules and regulations and (vii) costs less than
      $50,000.00 to perform. The term “Decorative Alteration”, as used herein, means
      any Alteration that is merely decorative in nature such as painting,
      wallpapering and carpeting or any Alteration involving low voltage cabling
      or
      data and telephone installations. **** If
      Landlord approves Tenant's Alterations and agrees to permit Tenant's contractors
      to do the work, Tenant, prior to the commencement of labor or supply of any
      materials, must furnish to Landlord (i) a duplicate or original policy or
      certificates of insurance evidencing (a) general public liability insurance
      for
      personal injury and property damage in the minimum amount of $1,000,000.00
      combined single limit, (b) statutory workman's compensation insurance, and
      (c)
      employer's liability insurance from each contractor to be employed (all such
      policies shall be non-cancelable without thirty (30) days prior written notice
      to Landlord and shall be in amounts and with companies satisfactory to
      Landlord); (ii) construction documents prepared and sealed by a registered
      New
      Jersey architect if such alteration causes the aggregate of all Alterations
      to
      be in excess of $50,000.00; (iii) all applicable building permits required
      by
      law; and (iv) an executed, effective Waiver of Mechanics Liens from such
      contractors and all sub-contractors in states allowing for such waivers or
      the
      cost of such alteration must be bonded by Tenant. In connection with all
      Alterations performed by Landlord, Landlord shall be entitled to collect the
      charges described in Article 4(b) above. In connection with all Alterations
      not
      performed by Landlord, Landlord shall be entitled to collect a supervisory
      fee
      equal to 1% of the cost of the Alteration in connection with Landlord’s services
      in supervising and review of such Alterations. Any approval by Landlord
      permitting Tenant to do any or cause any work to be done in or about the
      Premises or the Building shall be and hereby is conditioned upon Tenant's work
      being performed by workmen and mechanics working in harmony and not interfering
      with labor employed by Landlord, Landlord's mechanics or their contractors
      at
      the Premises. If at any time any of the workmen or mechanics performing any
      Alterations shall be unable to work in harmony or shall interfere with any
      labor
      employed by Landlord or its respective mechanics and contractors at the
      Premises, then the permission granted by Landlord to Tenant permitting Tenant
      to
      do or cause such Alterations to be done in or about the Premises or the
      Building, may be withdrawn by Landlord upon forty-eight (48) hours written
      notice to Tenant.





20


(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 unless Landlord provides written
      notice to Tenant promptly after Tenant notifies Landlord of its intent to
      perform such Alterations to remove same at the expiration of this Lease, in
      which event Tenant shall promptly remove such Alterations and restore the
      Premises or the Building, as applicable, to good order and condition. 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.




21




11.
            CONSTRUCTION
                LIENS.





Tenant
      will not suffer or permit any contractor's, subcontractor's or supplier's lien
      (a "Construction Lien") to be filed against the Building or any part thereof
      by
      reason of work, labor services or materials supplied or claimed to have been
      supplied to Tenant; and if any Construction Lien shall at any time be filed
      against the Premises or any part thereof, Tenant, within thirty (30) days after
      notice of the filing thereof, shall cause it to be discharged of record by
      payment, deposit, bond, order of a court of competent jurisdiction or otherwise.
      If Tenant shall fail to cause such Construction Lien to be discharged within
      the
      period aforesaid, then in addition to any other right or remedy, Landlord may,
      but shall not be obligated to, discharge it either by paying the amount claimed
      to be due or by procuring the discharge of such lien by deposit or by bonding
      proceedings. Any amount so paid by Landlord, plus all of Landlord's costs and
      expenses associated therewith (including, without limitation, reasonable legal
      fees), shall constitute Additional Rent payable by Tenant under this Lease
      and
      shall be paid by Tenant to Landlord on demand with interest from the date of
      advance by Landlord at the Default Rate.





12.  ASSIGNMENT
      AND SUBLETTING .





(a)  Subject
      to the remaining subsections of Article 12, except as expressly permitted
      pursuant to this section, Tenant shall not, without the prior written consent
      of
      Landlord, which consent shall not be unreasonably withheld, conditioned or
      delayed, 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. Subject to Article 12(i) below, this Lease shall not,
      nor
      shall any interest herein, be assignable as to the interest of Tenant by
      operation of law or by merger, consolidation or asset sale, without the written
      consent of Landlord, which consent shall not be unreasonably withheld,
      conditioned or delayed. Notwithstanding anything contained herein to the
      contrary, Landlord’s consent shall not be required in connection with any Minor
      Sublease, provided the terms and conditions of such Minor Sublease comply with
      the remaining provisions of this Lease and Tenant otherwise provides Landlord
      with written notice of all such subleases. The term “Minor Sublease”, as used
      herein, shall mean any proposed sublease which, when considered together with
      all other subleases that will be in effect on the commencement date of such
      proposed sublease, covers less than 35,000 rentable square feet of the
      Premises.





22


(b)  If
      at any
      time or from time to time during the term of this Lease Tenant desires to assign
      this Lease or sublet all or any part of the Premises, except for a Minor
      Sublease or as permitted under paragraph (i) below, Tenant shall give notice
      to
      Landlord of such desire, including the name, address and contact party for
      the
      proposed assignee or subtenant, a description of such party’s business history,
      the effective date of the proposed assignment or sublease (including the
      proposed occupancy date by the proposed assignee or sublessee), and in the
      instance of a proposed sublease, the square footage to be subleased, a floor
      plan professionally drawn to scale depicting the proposed sublease area, and
      a
      statement of the duration of the proposed sublease (which shall in any and
      all
      events expire by its terms prior to the scheduled expiration of this Lease,
      and
      immediately upon the sooner termination hereof). Landlord may, at its option,
      and in its sole and absolute discretion, exercisable by notice given to Tenant
      within fifteen (15) business days next following Landlord’s receipt of Tenant’s
      notice (which notice from Tenant shall, as a condition of its effectiveness,
      include all of the above-enumerated information), elect to recapture the
      Premises if Tenant is proposing to sublet or assign the Premises or such portion
      as is proposed by Tenant to be sublet, and terminate this Lease with respect
      to
      the space being recaptured. **** The
      foregoing right of recapture shall not apply with respect to (i) any sublease
      that is to expire prior to the last six (6) months of the term or any Extension
      Term (as hereinafter defined), if Tenant has previously exercised its right
      to
      extend the term pursuant to the terms hereof, or (ii) any Minor Sublease or
      assignment or sublease to an Affiliate or any sublease with a Business
      Group.





(c)  If
      Landlord elects to recapture the Premises or a portion thereof as aforesaid,
      then from and after the effective date thereof as approved by Landlord, after
      Tenant shall have fully performed such obligations as are enumerated herein
      to
      be performed by Tenant in connection with such recapture, and except as to
      obligations and liabilities accrued and unperformed (and any other obligations
      expressly stated in this Lease to survive the expiration or sooner termination
      of this Lease), Tenant shall be released of and from all lease obligations
      thereafter otherwise accruing with respect to the Premises (or such lesser
      portion as shall have been recaptured by Landlord). The Premises, or such
      portion thereof as Landlord shall have elected to recapture, shall be delivered
      by Tenant to Landlord free and clear of all furniture, furnishings, personal
      property and removable fixtures, with Tenant repairing and restoring any and
      all
      damage to the Premises resulting from the installation, handling or removal
      thereof, and otherwise in the same condition as Tenant is, by the terms of
      this
      Lease, required to redeliver the Premises to Landlord upon the expiration or
      sooner termination of this Lease. In the event of a sublease of less than all
      of
      the Premises, the cost, in connection with such recapture, of erecting any
      required demising walls, entrances and entrance corridors, and any other or
      further improvements required in connection therewith, including without
      limitation, modifications to HVAC, electrical, plumbing, fire, life safety
      and
      security systems (if any), painting, wallpapering and other finish items as
      may
      be acceptable to or specified by Landlord shall be paid by Landlord. All of
      the
      foregoing improvements shall be made in accordance with applicable legal
      requirements and Landlord’s then-standard base building specifications and shall
      be performed by Landlord’s contractors. Upon the completion of any recapture and
      termination as provided herein, Tenant’s Fixed Rent, Recognized Expenses and
      other monetary obligations hereunder shall be adjusted pro-rated based upon
      the
      reduced rentable square footage then comprising the Premises.





23


(d)  If
      Landlord provides written notification to Tenant electing not to recapture
      the
      Premises (or so much thereof as Tenant had proposed to sublease), then Tenant
      may proceed to market the designated space and may complete such transaction
      and
      execute an assignment of this Lease or a sublease agreement (in each case in
      form acceptable to Landlord) within a period of five (5) months next following
      Landlord’s notice to Tenant that it declines to recapture such space, provided
      that Tenant shall have first obtained in any such case the prior written consent
      of Landlord to such transaction. If, however, Tenant shall not have assigned
      this Lease or sublet the Premises with Landlord’s prior written consent as
      aforesaid within five (5) months next following Landlord’s notice to Tenant that
      Landlord declines to recapture the Premises (or such portion thereof as Tenant
      initially sought to sublease), then in such event, Tenant shall again be
      required to request Landlord’s consent to the proposed transaction, whereupon
      Landlord’s right to recapture the Premises (or such portion as Tenant shall
      desire to sublease) shall be renewed upon the same terms and as otherwise
      provided in subsection (b) above.





For
      purposes of this Article 12, and without limiting the basis upon which Landlord
      may withhold its consent to any proposed assignment or sublease, the parties
      agree that it shall not be unreasonable for Landlord to withhold its consent
      to
      such assignment or sublease if: (i) the proposed assignee or sublessee shall
      have no reliable credit history or an unfavorable credit history, or other
      reasonable evidence exists that the proposed assignee or sublessee will
      experience difficulty in satisfying its financial or other obligations under
      this Lease; (iii) the portion of the Premises requested to be subleased renders
      the balance of the Premises unleasable as a separate area; (iv) the proposed
      assignee or subtenant is an existing tenant of Landlord or an affiliate of
      Landlord or is an entity or person with whom Landlord or its affiliate is
      negotiating a lease, or (v) the nature of such party’s proposed business
      operation would or might reasonably permit or require the use of the Premises
      in
      a manner inconsistent with the “Permitted Use” specified herein, would or might
      reasonably otherwise be in conflict with express provisions of this
      Lease.





(e)  Any
      sums
      or other economic consideration received by Tenant as a result of any
      subletting, assignment or license (except rental or other payments received
      which are attributable to the amortization of the cost of leasehold improvements
      made to the sublet or assigned portion of the premises by Tenant for subtenant
      or assignee, and other reasonable expenses incident to the subletting or
      assignment, including standard leasing commissions) whether denominated rentals
      under the sublease or otherwise, which exceed, in the aggregate, the total
      sums
      which Tenant is obligated to pay Landlord under this Lease (prorated to reflect
      obligations allocable to that portion of the premises subject to such sublease
      or assignment) shall be divided evenly between Landlord and Tenant with
      Landlord’s portion being payable to Landlord as Additional Rental under this
      Lease without affecting or reducing any other obligation of Tenant hereunder.
      Notwithstanding anything contained in this Lease to the contrary, Landlord
      shall
      not be entitled to share in such amounts in connection with a sublease of less
      than thirty (30%) percent of the rentable area of the Building or with respect
      to any assignment or sublease to an Affiliate or any sublease with a Business
      Group .





24


(f)  Regardless
      of Landlord's consent, except as otherwise specifically set forth herein, no
      subletting or assignment shall release Tenant of Tenant's obligation or alter
      the primary liability of Tenant to pay the Rent and to perform all other
      obligations to be performed by Tenant hereunder. The acceptance of rental by
      Landlord from any other person shall not be deemed to be a waiver by Landlord
      of
      any provision hereof. Consent to one assignment or subletting shall not be
      deemed consent to any subsequent assignment or subletting. In the event of
      default by any assignee of Tenant or any successor of Tenant in the performance
      of any of the terms hereof, Landlord may proceed directly against Tenant without
      the necessity of exhausting remedies against such assignee or successor.
      Notwithstanding the foregoing, in the event that Tenant assigns its interest
      in
      this Lease to an entity (i) whose creditworthiness is equal to or greater than
      the creditworthiness of Tenant as of the date of this Lease, as determined
      by
      Landlord, in its reasonable discretion, and (ii) satisfactory to any Landlord’s
      Mortgagee and, provided Landlord maintains sufficient security or collateral
      for
      such entity’s obligations under this Lease, as determined by Landlord, in its
      reasonable discretion, then Landlord shall provide Tenant with written notice
      that the above conditions have been satisfied and, , Tenant shall be relieved
      of
      liability under this Lease from and after the date of such
      assignment.





(g)  In
      the
      event that (i) the Premises or any part thereof are sublet and Tenant is in
      default under this Lease, or (ii) this Lease is assigned by Tenant, then,
      Landlord may collect Rent from the assignee or subtenant and apply the net
      amount collected to the rent herein reserved; but no such collection shall
      be
      deemed a waiver of the provisions of this Article 12 with respect to assignment
      and subletting, or the acceptance of such assignee or subtenant as Tenant
      hereunder, or a release of Tenant from further performance of the covenants
      herein contained.





(h)  In
      connection with each proposed assignment or subletting of the Premises by
      Tenant, Tenant shall pay to Landlord (i) an administrative fee of $250 per
      request (including requests for non-disturbance agreements and Landlord’s or its
      lender’s waivers) in order to defer Landlord's administrative expenses arising
      from such request, plus (ii) Landlord’s reasonable attorneys’ fees.





(i)  Tenant
      may, after notice to, but without the consent of Landlord, assign this Lease
      to
      an affiliate, parent or subsidiary corporation of Tenant or to a corporation
      to
      which it sells or assigns all of substantially all of its assets or stock or
      with which it may be consolidated or merged ("Affiliate"), provided that if
      Tenant shall not be the surviving entity such purchasing, consolidated, merged,
      affiliated or subsidiary corporation shall, in writing, assume and agree to
      perform all of the obligations of Tenant under this Lease. Tenant shall deliver
      a copy of the assignment of this Lease to Landlord within ten (10) days
      thereafter. Tenant shall not be released or discharged from any liability under
      this Lease by reason of such assignment, except as otherwise provided in Article
      12(f) above. Subject to the further provisions of this Article 12, Tenant may
      also, after notice to, but without the consent of Landlord, sublease up to
      15,000 square feet of space in the Premises to a Business Group. For purposes
      of
      this Lease, the term “Business Group” shall mean any entity which has an active
      and ongoing business relationship or other strategic partnership or alliance
      with Tenant.





25


(j)  Landlord
      shall respond to Tenant’s request for consent to an assignment of this Lease or
      a sublet of all or a portion of the Premises within fifteen (15) business days
      of Landlord’s receipt of Tenant’s written request for such consent, together
      with all documentation required hereunder. If Landlord shall fail to respond
      to
      Tenant’s request for such consent within said fifteen (15) business day period,
      then Tenant shall send Landlord a second request for consent (the “Second AS
      Request”). If Landlord shall fail to respond to the Second AS Request within
      five (5) days of its receipt of the Second AS Request, Landlord shall be deemed
      to have granted consent to the subject assignment or subletting, provided the
      Second AS Request shall expressly state in bold letters (of at least 14-point
      type face) that Landlord’s failure to timely respond thereto shall be deemed
      consent to the subject assignment or subletting.




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)  Except
      as
      specifically otherwise provided in subparagraphs (b) and (c) and (g) of this
      Article, Tenant, at its sole cost and expense and throughout the Term of this
      Lease, shall keep and maintain the interior portions of the Building leased
      by
      Tenant from time to time under this Lease in good order and condition, free
      of
      accumulation of dirt and rubbish, and shall promptly make all non-structural
      repairs necessary to keep and maintain such good order and condition. Tenant
      shall have the option of replacing lights, ballasts, tubes, ceiling tiles,
      outlets and similar equipment itself or it shall have the ability to advise
      Landlord of Tenant's desire to have Landlord make such repairs. If requested
      by
      Tenant, Landlord shall make such repairs to the Premises within a reasonable
      time of notice to Landlord and shall charge Tenant for such services at
      Landlord's standard rate. When used in this Article 14, the term "repairs"
      shall
      include replacements and renewals when necessary. All repairs made by Tenant
      shall utilize materials and equipment which are at least equal in quality and
      usefulness to those originally used in constructing the Building and the
      Premises.





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(b)  Landlord,
      throughout the Term of this Lease and at Landlord's sole cost and expense
      (except to the extent provided in Article 6 hereof), 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. Notwithstanding
      anything in this Article 14(c) or elsewhere in this Lease to the contrary,
      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, but all costs related thereto
      shall not be included as Recognized Expenses and shall be borne entirely by
      Tenant. Tenant however, upon not less than sixty (60) days prior written notice
      to Landlord, may assume the obligation of maintaining, repairing and replacing
      the LP HVAC Systems. In such case, 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. **** Tenant's
      Allocated Share of Landlord's cost for HVAC (other than with respect to the
      costs relating to the LP HVAC Systems, which shall be paid for by Tenant as
      provided above), electric and plumbing service, maintenance, repairs and
      replacements shall be included as a portion of Recognized Expenses to the extent
      provided in Article 6 hereof.




(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. Tenant shall pay its Allocated Share of the
      cost
      of all repairs and partial replacements to be performed by Landlord pursuant
      to
      this Article 14(d) as Additional Rent to the extent provided in Article 6
      hereof.




(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. Tenant shall pay its
      Allocated Share of the cost of all work to be performed by Landlord pursuant
      to
      this Article 14(e) as Additional Rent to the extent provided in Article 6
      hereof.




(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).





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(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.





(h)  Notwithstanding
      anything contained herein to the contrary, in the event of an Abatement Event
      (as hereinafter defined), Tenant may be entitled to an Abatement (as hereinafter
      defined), subject to the following provisions and conditions of this
      subparagraph (d). An Abatement Event shall be deemed to have occurred when
      the
      Premises, or any portion thereof, have been rendered Untenantable (as
      hereinafter defined) as a direct result of the interruption of any Essential
      Service for a period of five (5) or more consecutive business days following
      the
      delivery by Tenant of an Abatement Notice (as hereinafter defined). The term
      “Essential Service”, as used herein, shall mean any service which is reasonably
      necessary for Tenant’s use and occupancy of or access to the Building, or any
      portion of the Premises, for the Permitted Uses and is a service under
      Landlord’s reasonable control (such as a service interruption that affects
      exclusively the Property as distinguished from conditions that affect an area
      that extends beyond the Property and specifically excluding any interruptions
      caused by a force majeure event). The term “Untenantable”, as used herein, shall
      be deemed to mean where the Premises, or any portion thereof, have been rendered
      wholly unsuitable for the Permitted Uses and Tenant has actually ceased to
      use
      the Premises, or a portion thereof, as a result of an Abatement Event. The
      term
“ Abatement Notice” , as used herein, shall mean a written notice by Tenant
      delivered to Landlord which: (A)states that there has occurred an Abatement
      Event (describing with particularity, if known, the nature of such failure
      or
      denial of such access); and (B) notifies Landlord that if such Abatement Event
      is not remedied within five (5) business days following the effective delivery
      of the Abatement Notice, Tenant will pursue an Abatement in accordance with
      the
      provisions of this subparagraph. If an Abatement Event has occurred and has
      not
      been remedied within five (5) business days following effective delivery by
      Tenant of a Abatement Notice, then, unless Landlord reasonably objects thereto,
      there shall be deemed to have occurred an Abatement Event and Tenant shall
      be
      entitled to an abatement of the Fixed Rent and all items of Additional Rent
      becoming due hereunder (in the proportion that the Untenantable area of the
      Premises bears to the total area of the Premises) for a period commencing on
      the
      sixth business day following such effective delivery and expiring on the day
      on
      which such remedy or restoration has been effected (an “Abatement”). In the
      event of reasonable objection thereto by Landlord, Landlord may institute an
      expedited arbitration proceeding seeking an affirmative determination of the
      occurrence of an Abatement Event and Tenant’s entitlement to the Abatement,
      provided that Tenant shall be entitled to continue to abate rent until such
      determination has been made but only for so long as the Abatement Event
      continues (it being understood and agreed that should Landlord prevail in such
      arbitration proceeding and it is determined that Tenant had no reasonable basis
      to claim that an Abatement Event occurred, Tenant shall be liable for any
      damages which Landlord incurs (such as late fees due Landlord’s Mortgagee)
      pursuant to the provisions of Article 16 hereof). The arbitration shall be
      commenced and held in the County of Somerset (or the AAA (as hereinafter
      defined) office located nearest the Premises) and shall be conducted before
      a
      single, independent arbitrator pursuant to the then prevailing rules of the
      AAA.
      The arbitrator must be an individual with at least ten (10) years experience
      in
      the Somerset commercial real estate market. The sole issues before the
      arbitrator shall be whether there has occurred an Abatement Event, whether
      Tenant is entitled to an Abatement under the provisions of this subparagraph
      and
      whether Tenant had a reasonable basis to claim that an Abatement Event occurred.
      The decision of the arbitrator shall be final and binding upon Landlord and
      Tenant. Except for the determination of Tenant’s entitlement to an Abatement (if
      appropriate), the arbitrator shall not be empowered to award damages of any
      nature. The provisions of this subparagraph shall be inapplicable to any
      Abatement Event which (x) is attributable to the actions or omissions of Tenant,
      its Affiliate, a Business Group or any of their respective employees, agents,
      contractors, licensees or invitees, or (y) results from any fire or other
      casualty falling within the purview of Paragraph 18 of this Lease. The fees
      of
      any arbitration shall be shared equally by the parties.





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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 on all
      Tenant's trade fixtures, equipment and personal property on the Premises, a
      policy of "special form" property insurance covering the full replacement value
      of such property.





(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. Any deductible under such insurance
      policy or self-insured retention under such insurance policy in excess of Twenty
      Five Thousand ($25,000.00) Dollars must be approved by Landlord in writing
      prior
      to issuance of such policy. 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.





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(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).





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.





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(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.





(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 three hundred sixty (360) consecutive
      days to complete after the casualty (assuming normal work crews not engaged
      in
      overtime), or (iii) the casualty occurs in the last Lease Year of the Term
      and
      Tenant has not exercised a renewal right, 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.





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(c)  In
      the
      event Landlord has not completed restoration of the Premises within three
      hundred and sixty (360) days from the date of casualty (subject to delay due
      to
      weather conditions, shortages of labor or materials or other reasons beyond
      Landlord's control, but in no event for more than an additional 90 days), Tenant
      may terminate this Lease by written notice to Landlord within thirty (30)
      business days following the expiration of such 360 day period (as extended
      for
      reasons beyond Landlord's control as provided above) unless, within thirty
      (30)
      business days following receipt of such notice, Landlord has substantially
      completed such restoration and delivered the Premises to Tenant for occupancy.
      Notwithstanding the foregoing, 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.





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(c)  Notwithstanding
      the foregoing, the subordination provided hereinabove shall be conditioned
      upon
      Landlord delivering to Tenant a subordination, attornment and nondisturbance
      agreement (“Nondisturbance Agreement”) from each future Landlord’s Mortgagee,
      substantially in the form attached hereto as Exhibit “G”. In the event a future
      mortgagee shall be unwilling to enter into a Nondisturbance Agreement as
      aforesaid, this Lease shall remain in full force and effect and the obligations
      of Tenant shall not in any manner be affected except that, anything to the
      contrary contained in this Lease notwithstanding, this Lease shall not be
      subject and subordinate to such future mortgage.





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.





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(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.





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 or any amount of Additional
      Rent within five (5) business days from the date when due, (ii) Tenant fails
      to
      bond over a construction or mechanics lien within the time period set forth
      in
      Article 11; (iii) 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; (iv) Tenant makes any assignment for the
      benefit of creditors; (v) 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;
      (vi) 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; (vii) 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 (viii) 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.





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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.





(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 six percent
      (6%)
      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.





35


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.





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 and Additional Rent accrued and 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 the costs of
      reletting commissions; 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;





36


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.





(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.





37


(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.





(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.





38


23.  INTENTIONALLY
      OMITTED .





24.  LANDLORD'S
      REPRESENTATIONS AND WARRANTIES .





Landlord
      represents and warrants to Tenant that: (a) Landlord has the authority to enter
      into this Lease and (b) the person executing this Lease is duly authorized
      to
      execute and deliver this Lease on behalf of Landlord.





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.





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.





39


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.





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.





40


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 other than the Broker identified in
      Article 1(l); 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. Landlord shall
      pay
      the Broker the commission or fee due in connection with this Lease pursuant
      to
      the terms of a separate agreement.





30.  INTENTIONALLY
      OMITTED .





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.





32.  AUTHORITY .





Tenant
      represents and warrants that (a) Tenant is duly organized, validly existing
      and
      legally authorized to do business in the State of New Jersey and, (b) the
      persons executing this Lease are duly authorized to execute and deliver this
      Lease on behalf of Tenant.





41


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. This Lease shall become effective as a Lease only upon the execution
      and legal delivery thereof by both parties hereto.





34.  EXTENSION
      OPTION .





(a)  Provided
      that no Event of Default has occurred that remains uncured, and the Lease is
      in
      full force and effect, Tenant shall have the right to renew this Lease for
      two
      (2) terms of five (5) years each beyond the end of the initial Term (each,
      an
      "Extension Term"). Tenant shall furnish written notice of intent to renew twelve
      (12) months prior to the expiration of the initial Term or the first Extension
      Term, as applicable, failing which, such renewal right shall be deemed waived;
      time being of the essence.





(b)  The
      terms
      and conditions of this Lease during each Extension Term shall remain unchanged
      except that the annual Fixed Rent for the first Extension Term shall be
      ninety-five (95%) percent of Fair Market Rent (as such term is hereinafter
      defined) and the annual Fixed Rent for the second Extension Term shall be
      ninety-five (95%) percent of Fair Market Rent. All factors regarding Additional
      Rent shall remain unchanged, and no Tenant Allowance shall be included in the
      absence of further agreement by the parties. Anything herein contained to the
      contrary notwithstanding, Tenant shall have no right to renew the term hereof
      other than or beyond the two (2) consecutive five (5) year terms hereinabove
      described.





(c)  For
      purposes of this Lease, "Fair Market Rent" shall mean the base rent for
      comparable space in similar buildings in the area of the Building where the
      use
      of such space is similar to the Permitted Use taking into consideration all
      relevant factors. In the event Tenant disputes Landlord's determination of
      Fair
      Market Rent, Tenant, by written demand served upon Landlord within thirty (30)
      days after Landlord notifies Tenant of Landlord’s determination of Fair Market
      Rent, may commence arbitration strictly in accordance with the terms and
      conditions of this Article. If Tenant shall fail to demand arbitration as set
      forth above within said thirty (30) day period, Tenant shall be deemed to have
      accepted Landlord’s determination of Fair Market Rent. The sole issue to be
      determined by such arbitration shall be the Fair Market Rent in accordance
      with
      this Article. Such written demand shall contain the name and address of the
      arbitrator appointed by Tenant. Within ten (10) days after its receipt of the
      written demand, Landlord will give Tenant written notice of the name and address
      of its arbitrator. Within ten (10) days after the date of the appointment of
      the
      second arbitrator, the two (2) arbitrators will meet. If the two (2) arbitrators
      are unable to agree on the Fair Market Rent as provided herein within ten (10)
      days after their first meeting, they will select a third arbitrator. The third
      arbitrator will be designated as chairman and will immediately give Landlord
      and
      Tenant written notice of its appointment. The three (3) arbitrators will meet
      within ten (10) days after the appointment of the third arbitrator. If they
      are
      unable to agree on the Fair Market Rent within ten (10) days after their first
      meeting, the third arbitrator will select a time, date and place for a hearing
      and will give Landlord and Tenant thirty (30) days prior written notice of
      it.
      The date for the hearing will not be more than sixty (60) days after the date
      of
      appointment of the third arbitrator. The arbitrators must be licensed real
      estate appraisers with at least five (5) years experience in the Somerset County
      real estate market. No arbitrator may be an active real estate broker. The
      arbitration will be governed by the laws of the State of New Jersey and, when
      not in conflict with such law, by the general procedures in the commercial
      arbitration rules of the American Arbitration Association. The arbitrators
      will
      not have the power to add to, modify, detract from or alter in any way the
      provisions of this Lease or any amendments or supplements to this Lease. The
      arbitrators will not have any power to decide or consider anything other than
      the specific issue of the Fair Market Rent in accordance with the terms of
      this
      Lease. The written decision of at least two (2) arbitrators will be conclusive
      and binding upon Landlord and Tenant. No arbitrator is authorized to make an
      award for damages of any kind including, without limitation, an award for
      punitive, exemplary, consequential or incidental damages. Landlord and Tenant
      will pay for the services of its appointees, attorneys and witnesses plus
      one-half of all other proper costs relating to the arbitration. The decision
      of
      the arbitrators will be final and non-appealable and may be enforced according
      to the laws of the State of New Jersey. Notwithstanding anything to the contrary
      contained herein, in the event Tenant disputes Landlord's determination of
      the
      Fair Market Rent, Tenant shall nevertheless continue to pay Rent at the same
      rate then being paid under this Lease. In the event the Rent as determined
      hereunder is at variance with the Rent being paid by Tenant, Tenant shall either
      pay the difference in a lump sum or receive a credit, as the case may
      be.




42





35.
            OPTION
                TO PURCHASE.





(a)  Subject
      to the conditions of this Article 35, Tenant shall have the option to purchase
      (the “Purchase Option”) from Landlord all of Landlord’s interest in the Premises
      for the Purchase Price (as determined in accordance with the provisions of
      Article 35(b) below), provided (i) no Event of Default shall have occurred
      that
      remains uncured as of the date of exercise of the Purchase Option or as of
      the
      date of closing of the purchase of the Premises, (ii) Tenant delivers to
      Landlord, on or before the last day of the forty-second (42 nd )
      full
      calendar month of the Term (the “Purchase Notice Date”), written notice
      (“Tenant’s Purchase Notice”) of Tenant’s desire to exercise the Purchase Option,
      and (iii) Tenant delivers to Landlord a contract deposit in the amount of
      $750,000.00 (to be held pursuant to the terms of the contract of sale referenced
      below) when required pursuant to the provisions of subparagraph (c)
      below.





(b)
      The
“Purchase Price” shall be equal to the sum of (i) Landlord’s Acquisition,
      Financing Leasing and Sale Costs (as hereinafter defined) plus (ii) $900,000.00.
      The term “Landlord’s Acquisition, Financing, Leasing and Sale Costs” shall mean
      any and all costs and expenses incurred by Landlord in acquiring, financing,
      leasing and selling the Premises including, without limitation, the following:
      (A) with respect to the acquisition, all due diligence costs, such as
      engineering, environmental, title and survey costs, any downpayment or deposit
      paid under the contract for Landlord’s purchase of the Premises, the purchase
      price for the purchase of the Premises, if applicable, and all closing costs,
      such as title charges, title premiums, recording fees and the like, (B) with
      respect to the financing, commitment fees, application fees, rate lock-in fees,
      lender’s due diligence fees, lender’s legal fees, prepayment fees and/or
      premiums and other closing costs related thereto, whether incurred in connection
      with the initial financing of the Premises or in connection with the assumption
      of the Loan by Tenant, (C) with respect to the leasing, any costs incurred
      by
      Landlord in connection with tenant improvement work performed at the Premises,
      such as architectural, permitting and construction costs and any brokerage
      fees,
      (D) with respect to the sale, fees for the assumption of Landlord’s loan,
      conveyance taxes, whether or not Landlord is responsible to pay same under
      applicable law, and any other closing costs related thereto, and (E) in all
      cases, all legal, accounting and other similar fees incurred by Landlord in
      connection with the acquisition, financing, leasing, and sale of the
      Premises.




43


(c)
      Upon
      the calculation of the Purchase Price, Landlord shall prepare and deliver to
      Tenant a contract of sale for the purchase and sale of the Premises, which
      contract of sale will be on a mutually acceptable form. Provided Tenant has
      timely and properly delivered Tenant’s Purchase Notice (and otherwise satisfied
      the conditions of Article 35(a) above), (i) Tenant shall execute the contract
      of
      sale and return same to Landlord within five (5) days after Landlord first
      tenders the contract of sale to Tenant; (ii) Landlord shall countersign and
      return a fully-executed original of the contract of sale to Tenant within ten
      (10) days after Landlord’s receipt of same from Tenant; and (iii) the date for
      closing of the purchase and sale of the Premises shall occur within six (6)
      months of Landlord’s receipt of Tenant’s Purchase Notice, but in no event
      earlier than the date Landlord’s lockout period expires under Landlord’s
      Mortgagee’s loan documents. Landlord shall advise Tenant of the lockout period
      expiration date and the corresponding earliest date for closing under the terms
      hereof as soon as such information becomes available to Landlord. Tenant shall
      be obligated to deliver the contract deposit described in subparagraph (a)
      above
      by no later than six (6) months prior to said closing date. For purposes of
      this
      Article, the lockout period expiration date shall mean the earlier to occur
      of:
      (A) two (2) years from the “start-up day” of the REMIC (i.e., securitization of
      Landlord’s loan for the purchase of the Premises), and (B) three (3) years from
      the date the closing of the transfer of title to the Premises to Landlord
      occurs.





(d)
      Time
      shall be of the essence as to all dates and time periods set forth in this
      Article.





(e)
      In
      the event Tenant shall fail to deliver Tenant’s Purchase Notice on or before the
      Purchase Notice Date or shall fail or refuse, for any reason, to execute or
      deliver the contract of sale submitted by Landlord to Tenant, at the time and
      in
      the manner required in this Article, or shall fail or refuse, for any reason,
      to
      close the transfer of title to the Premises in accordance with the terms of
      the
      contract of sale, the Purchase Option hereunder shall be null and void, and
      Tenant shall have no right whatsoever to purchase or otherwise acquire the
      Premises.





(f)
      In
      the event Tenant shall timely and properly exercise the Purchase Option
      hereunder, Tenant shall continue to pay Fixed Rent and all items of Additional
      Rent under this Lease, and the provisions of this Lease shall continue to govern
      the relationship of Landlord and Tenant with respect to the Premises, until
      the
      closing of title for the Premises. Effective as of closing of title to the
      Premises, this Lease shall immediately and automatically terminate. The parties
      hereby agree that once exercised, Tenant shall not have the right to revoke
      or
      rescind its exercise of this Purchase Option.





44


(g)
      The
      Purchase Option is personal to DOV Pharmaceutical, Inc., and is non-transferable
      by operation of law or otherwise.




36.  CONTINGENCY .





(a)  Landlord
      and Tenant each acknowledge and agree that, as of the date of this Lease,
      Landlord is negotiating the purchase of the Premises from the current owner
      and
      has not yet acquired title to the Premises. Landlord and Tenant each further
      agree to cooperate with the other party in order to structure a mutually
      satisfactory and assignable financing arrangement for the Premises which will
      facilitate any exercise by Tenant of the Purchase Option contained in Article
      35
      of this Lease. Notwithstanding anything to the contrary contained in this Lease,
      the parties acknowledge and agree that this Lease is contingent upon the
      purchase by Landlord of the Premises from the current owner and, in the event
      Landlord has not so acquired title on or before the date which is seven (7)
      months from the date of this Lease **** then
      either party may cancel this Lease upon fifteen (15) days written notice to
      the
      other party. If this Lease is canceled pursuant to this Article, Landlord shall
      thereafter return to Tenant any Letter of Credit or amounts prepaid by Tenant
      to
      Landlord under this Lease and thereafter this Lease shall be of no further
      force
      or effect.





(b)  Landlord
      acknowledges that the Tenant’s ability to secure economic development incentives
      from state and local municipalities is material to Tenant’s decision to enter
      this Lease and locate its operations at the Property. In the event that Tenant
      is unable to secure state and local economic development incentives acceptable
      to Tenant, in its sole discretion, Tenant shall have the right to terminate
      the
      Lease by providing Landlord with written notice thereof prior to December 28,
      2005 (the “Termination Deadline Date”). TIME SHALL BE OF THE ESSENCE as to
      Tenant’s obligation to deliver such written termination notice by the
      Termination Deadline Date. In the event Tenant does not elect to terminate
      this
      Lease pursuant to this paragraph by the Termination Deadline Date, Tenant’s
      right to terminate the Lease pursuant to this paragraph shall be deemed
      automatically waived. If the Tenant elects to terminate this Lease pursuant
      to
      this provision, Tenant shall reimburse Landlord for Landlord’s actual,
      documented out-of-pocket expenses incurred in furtherance of this Lease and
      Landlord’s acquisition and financing of the Property. Such amounts shall be due
      and payable by Tenant to Landlord by no later than ten (10) days following
      the
      Termination Deadline Date.





37.  RIGHT
      OF OFFER FOR PURCHASE  RIGHT
      OF
      OFFER FOR PURCHASE OF REAL PROPERTY





(a) ****  If
      Landlord decides to sell the Premises (as a single building/property sale)
      to an
      unaffiliated third party, following the lockout period under Landlord’s
      Mortgagee’s loan documents, then, provided at such time no Event of Default
      shall have occurred that remains uncured and before offering the Premises for
      sale to such a third party, Landlord shall notify Tenant ("Landlord's ROFO
      Notice") of the purchase price for which it would be willing to sell the
      Premises. The parties specifically acknowledge and agree that Tenant’s Right of
      Offer set forth in this Article 37 shall not apply to a sale or proposed sale
      of
      the Premises by Landlord made in conjunction with the sale of the Premises
      together with one or more additional properties to the same third party. Tenant
      shall, within seven (7) business days after receipt of Landlord's ROFO Notice,
      (i) notify Landlord in writing ("Tenant's ROFO Notice") of its intention to
      exercise Tenant's right to purchase the Premises (which Tenant’s ROFO Notice
      shall be effective only if sent by Tenant to Landlord, via certified mail,
      return receipt requested), at Landlord’s address set forth in this lease), and
      (ii) simultaneously with delivery of the Tenant’s ROFO Notice, deliver to
      Landlord a contract deposit in an amount equal to ten (10%) of the purchase
      price set forth by Landlord in Landlord’s ROFO Notice (to be held pursuant to
      the terms of the contract of sale referenced below). If Tenant does not give
      such Tenant's ROFO Notice within such seven (7) business day period as required
      above, then this Right of Offer will lapse and be of no further force and effect
      and Landlord shall have the right to sell the Premises to a third party (or
      parties) on the same or any other terms and conditions, whether or not such
      terms and conditions are more or less favorable than those offered to Tenant,
      and Landlord shall not be required at any other time, to re-offer the Premises
      to Tenant.





45


(b)  Upon
      timely receipt of Tenant’s ROFO Notice, Landlord shall prepare and deliver to
      Tenant a contract of sale for the purchase and sale of the Premises. Assuming
      timely and proper delivery of the Tenant’s ROFO Notice, (i) Tenant shall execute
      the contract of sale and return same to Landlord within five (5) days after
      Landlord first tenders the contract of sale to Tenant; (ii) Landlord shall
      countersign and return a fully-executed original of the contract of sale to
      Tenant; and (iii) the date for closing of the purchase and sale of the Premises
      shall be set at the date that is sixty (60) days following the date on which
      Landlord first tenders such contract of sale to Tenant; time being of the
      essence with respect to such closing date. The contract of sale shall provide
      that Tenant, as purchaser, is accepting the Premises in its then current “as is”
condition, without any contingency for financing.





(c)  In
      the
      event Tenant shall fail to deliver Tenant’s ROFO Notice within the time period
      provided above or shall fail or refuse, for any reason to execute or deliver
      the
      contract of sale submitted by Landlord to Tenant, at the time and in the manner
      required in this Article, or shall fail or refuse, for any reason, to close
      in
      accordance with the terms of the contract of sale, this Right of Offer shall
      be
      null and void. Landlord shall thereafter be free to sell the Premises to any
      third party. Notwithstanding the foregoing, if the economic terms of such sale
      to a third party shall be less than ninety (90%) percent of those set forth
      in
      Landlord’s ROFO Notice, the Premises shall again be subject to Tenant’s rights
      under this Article 37.





(d)  In
      the
      event Tenant shall timely and properly exercise this Right of Offer hereunder,
      Tenant shall continue to pay Fixed Rent and all items of additional rent under
      this Lease, and the provisions of this Lease shall continue to govern the
      relationship of Landlord and Tenant until the closing of title for the Premises.
      Effective as of closing of title in the sale of the Premises to Tenant, this
      lease shall immediately and automatically terminate as if the date of such
      closing of title were the date originally set forth herein as the Expiration
      Date.





46


(e)  Time
      shall be of the essence with respect to all of Tenant’s obligations under this
      Article 37.





(f)  This
      Right of Offer or First Refusal is personal to DOV Pharmaceutical, Inc., and
      is
      non-transferable by operation of law or otherwise.





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: (i) 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; (ii) a current, accurate, complete and detailed financial statements
      of Tenant audited by an independent certified public accountant for the last
      available calendar year. Landlord shall keep all information provided hereunder
      strictly confidential in accordance with a separate confidentiality agreement
      to
      be executed by Landlord and Tenant.





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.





47


(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.





(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 without the written consent of Landlord. However,
      either party may record a memorandum of this Lease in the public land records,
      provided the parties simultaneously execute and deliver to each other a release
      of such memorandum in recordable form, which release may be automatically
      recorded by Landlord in the applicable land records upon the expiration or
      sooner termination of this Lease.




48


(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.





(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.





49


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.


50





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:  /s/
      Mark Schaevitz


Name:
      Mark Schaevitz


Title:
      Manager





TENANT:




DOV
      PHARMACEUTICAL, INC.








By  /s/
      J.
      Robert Horton


Name:
      J.
      Robert Horton


Title:
      Sr. Vice President and General Counsel




51





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.





[FINAL
      SURVEY TO BE INSERTED AT OR PRIOR TO CLOSING]


52





EXHIBIT
      "B" - CONFIRMATION OF LEASE TERM





THIS
      MEMORANDUM is made as of the ___ day of _________, 2005, between PARAGON 150
      PIERCE STREET, L.L.C., a New Jersey limited liability company, with an office
      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"), who entered into a lease, dated for reference purposes as
      of
      ___________ __, 2005 (the “Lease”), covering certain premises located at 150
      Pierce Street, Franklin Township, New Jersey. All capitalized terms, if not
      defined herein, shall be defined as they are defined in the Lease.





1.  The
      Parties to this Memorandum hereby agree that the date of ______________, 200_
      is
      the "Commencement Date" of the Lease and the date _________ is the Expiration
      Date.





2.  Tenant
      hereby confirms that:  (a)
      it
      has accepted possession of the Premises pursuant to the terms of the Lease;
      (b)
      there are no offsets or credits against rentals, and the Letter of Credit has
      been delivered as provided in the Lease; and (c) there is no default by Landlord
      or Tenant under the Lease and the Lease is in full force and
      effect.





3.  This
      Memorandum, each and all of the provisions hereof, shall inure to the benefit,
      or bind, as the case may require, the parties hereto, and their respective
      successors and assigns, subject to the restrictions upon assignment and
      subletting contained in the Lease.





LANDLORD:





PARAGON
      150 PIERCE STREET, L.L.C.








By:  _____________________________________


Name:


Title:





TENANT:




DOV
      PHARMACEUTICAL, INC.








By  _____________________________________


Name:


Title:


53





EXHIBIT
      "C" - WIRING INSTRUCTIONS





TO
      BE
      PROVIDED FOLLOWING THE EXECUTION OF THIS LEASE


54





EXHIBIT
      “D” - LETTER OF CREDIT











**[LETTERHEAD
      OF ISSUER OF LETTER OF CREDIT]**








_______________,
      200_








Paragon
      150 Pierce Street, L.L.C.


One
      Paragon Drive, Suite 145


Montvale,
      New Jersey 07645








REF:
      IRREVOCABLE LETTER OF CREDIT NO. __________





GENTLEMEN:





WE
      HEREBY
      OPEN OUR UNCONDITIONAL IRREVOCABLE CLEAN LETTER OF CREDIT NO. __________ IN
      YOUR
      FAVOR AVAILABLE BY YOUR DRAFT(S) AT SIGHT FOR AN AMOUNT NOT TO EXCEED IN THE
      AGGREGATE $2,807,406.00 EFFECTIVE IMMEDIATELY.





ALL
      DRAFTS SO DRAWN MUST BE MARKED “DRAWN UNDER IRREVOCABLE LETTER OF CREDIT OF **[ISSUING
      BANK],** NO.
      __________, DATED __________, 200_.”





THIS
      LETTER OF CREDIT IS ISSUED, PRESENTABLE AND PAYABLE AT OUR OFFICE AT
      ________________, NEW JERSEY **[MUST
      BE IN SOMERSET COUNTY]** OR
      SUCH
      OTHER OFFICE IN ______________, NEW JERSEY **[SOMERSET
      COUNTY]** AS
      WE MAY
      DESIGNATE BY WRITTEN NOTICE TO YOU, AND EXPIRES WITH OUR CLOSE OF BUSINESS
      ON
      __________. IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE
      AUTOMATICALLY EXTENDED FOR ADDITIONAL TWELVE MONTH PERIODS THROUGH __________ **[60
      DAYS AFTER LEASE EXPIRATION DATE]** ,
      UNLESS
      WE INFORM YOU IN WRITING BY CERTIFIED OR REGISTERED MAIL DISPATCHED BY US AT
      LEAST 60 DAYS PRIOR TO THE THEN EXPIRATION DATE OF THIS LETTER OF CREDIT THAT
      THIS LETTER OF CREDIT SHALL NOT BE EXTENDED. IN THE EVENT THIS LETTER OF CREDIT
      IS NOT EXTENDED FOR AN ADDITIONAL PERIOD AS PROVIDED ABOVE, YOU MAY DRAW
      HEREUNDER. SUCH DRAWING IS TO BE MADE BY MEANS OF A DRAFT ON US AT SIGHT WHICH
      MUST BE PRESENTED TO US BEFORE THE THEN EXPIRATION DATE OF THIS LETTER OF
      CREDIT. THIS LETTER OF CREDIT CANNOT BE MODIFIED OR REVOKED WITHOUT YOUR
      CONSENT. THIS LETTER OF CREDIT IS PAYABLE IN MULTIPLE DRAFTS AND SHALL BE
      TRANSFERABLE BY YOU WITHOUT ADDITIONAL CHARGE.





55


WE
      HEREBY
      DO UNDERTAKE TO PROMPTLY HONOR YOUR SIGHT DRAFT OR DRAFTS DRAWN ON US,
      INDICATING OUR LETTER OF CREDIT NO. _________, FOR THE AMOUNT AVAILABLE TO
      BE
      DRAWN ON THIS LETTER OF CREDIT UPON PRESENTATION OF YOUR SIGHT DRAFT IN THE
      FORM
      OF *SCHEDULE
      A* ATTACHED
      HERETO DRAWN ON US AT OUR OFFICES SPECIFIED ABOVE DURING OUR USUAL BUSINESS
      HOURS ON OR BEFORE THE EXPIRATION DATE HEREOF.





EXCEPT
      AS
      EXPRESSLY STATED HEREIN, THIS UNDERTAKING IS NOT SUBJECT TO ANY AGREEMENTS,
      REQUIREMENTS OR QUALIFICATION. OUR OBLIGATION UNDER THIS LETTER OF CREDIT IS
      OUR
      INDIVIDUAL OBLIGATION AND IS IN NO WAY CONTINGENT UPON REIMBURSEMENT WITH
      RESPECT THERETO OR UPON OUR ABILITY TO PERFECT ANY LIEN, SECURITY INTEREST
      OR
      ANY OTHER REIMBURSEMENT.





IN
      THE
      EVENT THE APPLICANT BECOMES A DEBTOR IN A CASE UNDER TITLE 11 OF THE UNITED
      STATES CODE (THE “BANKRUPTCY CODE”), OR IN ANY OTHER INSOLVENCY OR SIMILAR
      PROCEEDING, OUR OBLIGATIONS TO THE BENEFICIARY HEREUNDER SHALL NOT BE REDUCED,
      LIMITED, IMPAIRED, DISCHARGED, DEFERRED, SUSPENDED, STAYED, TERMINATED OR
      OTHERWISE AFFECTED BY REASON THEREOF OR BY REASON OF ANY PROVISIONS OF THE
      BANKRUPTCY CODE (INCLUDING BUT NOT LIMITED TO, SECTIONS 362 AND 502(B) OF THE
      BANKRUPTCY CODE), OR THE PROVISIONS OF ANY OTHER INSOLVENCY OR SIMILAR
      LAW.





THIS
      LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998,
      INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590, AND SHALL BE DEEMED
      TO BE
      A CONTRACT MADE THEREUNDER, AND AS TO MATTERS NOT GOVERNED BY THE INTERNATIONAL
      STANDBY PRACTICES, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK AND APPLICABLE U.S. LAW.








**[ISSUER
      OF LETTER OF CREDIT]**







________________________________


56




**SCHEDULE
      A TO LETTER OF CREDIT**





FOR
      VALUE
      RECEIVED





PAY
      AT
      SIGHT BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO _______________ THE
      SUM
      OF U.S. _______________ DRAWN UNDER IRREVOCABLE LETTER OF CREDIT NO.
      _______________ DATED _______________, 200_ ISSUED BY __________.





TO:
      ________________________ **[ISSUER
      OF LETTER OF CREDIT]**








________________,
      NEW JERSEY **[LOCATION
      OF ISSUER IN SOMERSET COUNTY]**


57





EXHIBIT
      “E”







INTENTIONALLY
      DELETED




58





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.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



59





EXHIBIT
      “G” - FORM SNDA


60


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.




61




**LEASE
        MODIFICATION AGREEMENT**
 
 AGREEMENT
        made as of the 28th day of February, 2006 by and between PARAGON 150 PIERCE
        STREET, L.L.C., a New Jersey limited liability company, having its principal
        office at One Paragon Drive, Suite 145, Montvale, New Jersey 07645 (hereinafter
        called "Landlord")and DOV PHARMACEUTICAL, INC., a Delaware corporation, having
        its principal office at Continental Plaza, 433 Hackensack Avenue, Hackensack,
        New Jersey 07601 (hereinafter called "Tenant").
 
 **RECITALS**
 
 WHEREAS,
        Landlord and Tenant entered into a Lease dated December 20, 2005 (the "Lease")
        for the lease of land and the entire building and other improvements from
        time
        to time located at 150 Pierce Street, Franklin Township, New Jersey;
        and
 
 WHEREAS,
        Landlord and Tenant desire to amend and modify certain terms and conditions
        of
        the Lease regarding Landlord’s Work (as such term is defined in the
        Lease).
 
 NOW,
        THEREFORE, in consideration of the mutual promises contained herein and for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the parties agree as follows:
 
 ARTICLE
        I
 Definitions
 
 1.1  The
        recitals are specifically incorporated into the body of this Agreement and
        shall
        be binding upon the parties hereto.
 1.2  Unless
        expressly set forth to the contrary and except as modified by this Agreement,
        all capitalized or defined terms shall have the meanings ascribed to them
        in the
        Lease.
  ARTICLE
        II
 Lease
        Modifications
 
 2.1  Construction
        By Landlord .
        The
        fourth full sentence of Article 4(c) of the Lease is hereby deleted in its
        entirety and the following provisions are inserted in lieu thereof:
 
 62
 “In
        no
        event shall Tenant be entitled to receive a rent credit if Landlord fails
        to
        substantially complete Landlord’s Work by the agreed to Stated Completion Date.
        It is agreed however, that in the event Landlord does not substantially complete
        Landlord’s Work by the agreed to Stated Completion Date, subject to Force
        Majeure and Tenant Delay, Tenant may deliver a thirty (30) day written notice
        to
        Landlord of Tenant’s intention to perform or cause the performance of those
        aspects of Landlord’s Work which have not been substantially completed by the
        agreed to Stated Completion Date (the “Remaining Work”). Following the delivery
        of such written notice, Landlord shall take whatever commercially reasonable
        additional measures as are necessary (such as the use of overtime labor)
        so that
        the Remaining Work is substantially completed by the expiration of said thirty
        (30) day period. If the Remaining Work is still not substantially completed
        by
        the expiration of said thirty (30) day period, then Tenant may perform or
        cause
        the performance of the Remaining Work. In such case, Tenant shall be entitled
        to
        draw down the Tenant Allowance monies, or so much thereof as there is then
        remaining, directly from Landlord’s Mortgagee in accordance with the procedures
        set forth in the loan documents entered into by Landlord and Landlord’s
        Mortgagee. In addition, Landlord shall reimburse Tenant for any incremental
        additional costs actually incurred by Tenant by reason of assuming the
        performance of such work”
 
 2.2  Letter
        of Credit .  Article
        5(c)(ii)(C) of the Lease is hereby modified by adding the following provision
        at
        the end of said Article: “For so long as CIBC Inc. or its successors or assigns
        (“Lender”) is Landlord’s Mortgagee, the Letter of Credit shall name Lender, or
        its designee, as the beneficiary under the Letter of Credit and Lender shall
        be
        entitled to draw down the Letter of Credit and apply the proceeds thereof
        in the
        same manner as Landlord would be entitled.”
 
 2.3  Option
        to Purchase .  Article
        35(c) of the Lease is hereby modified as follows:
 
 (a)  The
        words
“lockout period expires” in the tenth line of said Article 35(c) are hereby
        deleted in their entirety and the words “defeasance period commences” are
        inserted in lieu thereof; and
 
 63
 (b)  The
        words
“lockout expiration date” in the eleventh and fifteenth lines of said Article
        35(c) are hereby deleted in their entirety and the words “defeasance period
        commencement date” are hereby inserted in lieu thereof.
  ARTICLE
        III
 Ratification
 
 3.1  The
        parties hereby ratify and confirm all of the terms, covenants and conditions
        of
        the Lease, except to the extent that those terms, covenants and conditions
        are
        amended, modified or varied by this Agreement. If there is a conflict between
        the provisions of the Lease and the provisions of this Agreement, the provisions
        of this Agreement shall control.
 
 3.2
        This
        Agreement shall be binding upon and shall inure to the benefit of the parties
        hereto and their respective successors and/or assigns.
  64
  IN
        WITNESS WHEREOF, the parties have executed this Lease Modification Agreement
        as
        of the day and year first above written.
 
 
 PARAGON
        REALTY GROUP, L.L.C.
 By:
        Paragon 150 Inc., Its Manager
 
 By:  /s/
        Mark Schaevitz
 Name:
        Mark Schaevitz
 Title:
        President
 
  DOV
        PHARMACEUTICAL, INC.
 
 By: /s/
        Barbara Duncan
 Name: Barbara Duncan
 Title:
        Chief Financial Officer
  65




**SECOND
        LEASE MODIFICATION AGREEMENT**
 
 AGREEMENT
        made as of the 28 th day of
        February, 2006 by and between PARAGON 150 PIERCE STREET, L.L.C., a New Jersey
        limited liability company, having its principal office at One Paragon Drive,
        Suite 145, Montvale, New Jersey 07645 (hereinafter called "Landlord")and
        DOV
        PHARMACEUTICAL, INC., a Delaware corporation, having its principal office
        at
        Continental Plaza, 433 Hackensack Avenue, Hackensack, New Jersey 07601
        (hereinafter called "Tenant").
 
 **RECITALS**
  WHEREAS,
        Landlord and Tenant entered into a Lease dated December 20, 2005 (the "Original
        Lease") for the lease of land and the entire building and other improvements
        from time to time located at 150 Pierce Street, Franklin Township, New Jersey;
        and
 
 WHEREAS,
        the Original Lease was modified by a certain Letter Agreement dated December
        20,
        2006 between Landlord and Tenant (the “Letter Agreement”) and by a certain Lease
        Modification Agreement dated February 28, 2006 between Landlord and Tenant
        (the
“First Modification”, together with the Original Lease and the Letter Agreement
        are hereinafter collectively referred to as the “Lease”); and
 
 WHEREAS,
        Landlord and Tenant desire to amend and modify certain terms and conditions
        of
        the Lease regarding the Annual Fixed Rent (as such term is defined in the
        Lease).
 
 NOW,
        THEREFORE, in consideration of the mutual promises contained herein and for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the parties agree as follows:
 
 ARTICLE
        I
 Definitions
 
 1.1  The
        recitals are specifically incorporated into the body of this Agreement and
        shall
        be binding upon the parties hereto.
 1.2  Unless
        expressly set forth to the contrary and except as modified by this Agreement,
        all capitalized or defined terms shall have the meanings ascribed to them
        in the
        Lease.
  66
  ARTICLE
        II
 Lease
        Modifications
 
 2.1  The
        Fixed
        Rent amount, as set forth in Section 1 of the Lease, Summary of Defined Terms,
        is hereby deleted in its entirety and the following inserted in its
        place:


LEASE
                  YEAR
              MONTHLY
                  INSTALLMENTS
              ANNUAL
                  FIXED RENTYears
                  1-5
              $237,404.05
              $2,848,848.65Years
                  6-10
              $260,799.10
              $3,129,589.25


3.1  The
        parties hereby ratify and confirm all of the terms, covenants and conditions
        of
        the Lease, except to the extent that those terms, covenants and conditions
        are
        amended, modified or varied by this Agreement. If there is a conflict between
        the provisions of the Lease and the provisions of this Agreement, the provisions
        of this Agreement shall control.
 
 3.2
        This
        Agreement shall be binding upon and shall inure to the benefit of the parties
        hereto and their respective successors and/or assigns.
  [NO
        FURTHER TEXT ON THIS PAGE]
  67
  IN
        WITNESS WHEREOF, the parties have executed this Second Lease Modification
        Agreement as of the day and year first above written.
 
 
 PARAGON
        REALTY GROUP, L.L.C.
 By:
        Paragon 150 Inc., Its Member
 
 By:  /s/
        Mark Schaevitz
 Name:
        Mark Schaevitz
 Title:
        President
 
  DOV
        PHARMACEUTICAL, INC.
 
 By: /s/
        Barbara Duncan
 Name:
        Barbara Duncan
 Title:
        Chief Financial Officer
   68