<PAGE>   1
                                                                    Exhibit 10.8

                                TABLE OF CONTENTS

                       170 WILLIAMS ASSOCIATES ALTEON INC.

<TABLE>
<CAPTION>
                      CLAUSE                                                PAGE
<S>                                                                         <C>
    Preamble                                                                  1
1.  Premises                                                                  3
2.  Term                                                                      3
3.  Construction                                                              4
4.  Landlord's Financing                                                      6
5.  Rental                                                                    6
6.  Use                                                                       7
7.  Insurance                                                                 8
8.  Increase of Insurance Rates                                               9
9.  Fire and Other Casualty                                                   9
10. Repairs and Maintenance                                                   10
11. Covenants Against Liens                                                   11
12. Alterations                                                               12
13. Condemnation                                                              12
14. Access and Right to Exhibit                                               13
15. Assignment and Subletting                                                 14
16. Rules and Regulations, Compliance with Laws                               15
17. Utilities                                                                 16
18. Signs                                                                     16
19. Taxes                                                                     17
20. Additional Charges                                                        18
21. Non-Liability of Landlord                                                 19
22. Intentionally Omitted                                                     20
23. Right to Cure Default                                                     20
24. Remedies Upon Default                                                     20
25. Waiver of Redemption                                                      22
26. Mortgage Priority                                                         22
27. Surrender of Premises                                                     23
28. Unavoidable Delays                                                        23
29. Landlord Consent                                                          24
30. Escrow for Fit-Up                                                         24
31. Certification                                                             25
32. Waiver of Trail by Jury                                                   25
33. Quiet Enjoyment                                                           25
34. Landlord                                                                  26
35. Notices                                                                   26
36. Covenants, Effect of Waiver                                               26
37. Holding Over                                                              27
38. Reference                                                                 27
39. Entire Agreement                                                          27
40. Attornment                                                                27
41. Real Estate Broker                                                        28
42. Validity of Lease                                                         28
43. Common Areas                                                              28
44. Representations                                                           28
45. ECRA and Environmental Laws                                               28
46. Option to Renew                                                           30
47. Cancellation Option                                                       31
48. Expansion                                                                 31
49. Environmental Survey                                                      32
50. Non-Binding Nature of Submittal                                           32
</TABLE>




                                       1
<PAGE>   2
                                                                    Exhibit 10.8

                               AGREEMENT OF LEASE

                                    PREAMBLE

The Landlord and Tenant agree to the leasing of the premises indicated on the
terms and conditions specified and agree that the following terms whenever used
in this Lease shall have the meanings indicated unless the terms are otherwise
expressly modified, limited or expanded herein.

(1) LANDLORD: 170 Williams Associates, a New Jersey General Partnership

    ADDRESS: 500 Route 17 South, Hasbrouck Heights, NJ 07604

(2) TENANT: Alteon Inc.

    ADDRESS: 165 Ludlow Avenue, Northvale, NJ 07647

(3) DATE OF LEASE: January 3, 1993

(4) LEASED PREMISES: Land and Building as shown on Exhibits A&B

    ADDRESS:170 Williams Drive, Ramsey, NJ

    DESCRIPTION: As Shown on Exhibits A & B

    TERM: Ten (10) Years

    COMMENCEMENT DATE OF TERM: November 1, 1993

    TERMINATION DATE: October 31, 2003

(6) APPROXIMATE SIZE OF BUILDING: 37,000 Sq. Ft.

(7) BASE RENT:

    COMMENCEMENT DATE BASE RENT: November 1, 1993

    TOTAL LEASE BASE RENTAL: $4,815,874.68

<TABLE>
<S>                         <C>          <C>
    ANNUAL BASE RENTAL:     Year 1    :  $296,833.32
                            Year 2    :  $321,854.16
                            Year 3    :  $441,687.48
                            Years 4-10:  $536,499.96
</TABLE>

<TABLE>
<S>                         <C>             <C>
    MONTHLY BASE RENTAL:    Months 1- 18 :  $24,736.11 per Month
                            Months 19- 30:  $28,906.25 per Month
                            Months 31-120:  $44,708.33 per Month
</TABLE>

    RENT DUE DATE: First of Month

(8) ESCROW FOR FIT-UP: $1,034,000.00

(9) TENANT'S ALLOCABLE PERCENTAGE: 100 %

(10) ESTIMATED ADDITIONAL MONTHLY RENTAL CHARGE: $3,533.00(Taxes & Ins.)

(11) PERMITTED USE: General offices, warehouse and pharmaceutical
                    development laboratories includinq animal testing.

(12) INSURANCE REQUIREMENTS:
     LANDLORD: Per Paragraph 20
     TENANT: Per Paragraph 7

(13) BROKER: Edward S. Gordon company of New Jersey Inc.

(14) TAX IDENTIFICATION NO.


                                      -1-
<PAGE>   3
                                                                    Exhibit 10.8


     LANDLORD: 22-2340277

     TENANT: 13-3304550

(15) TENANT SIC NO: 8731

(16) EXHIBITS:      A. Site Plan
                    B. Existing Floor Plan
                    C. Letter of Intent
                    D. Form of Non-Disturbance Agreement





                                      -2-
<PAGE>   4
                                                                    Exhibit 10.8

                              W I T N E S S E T H:


PREMISES.

         1. The Landlord hereby leases to Tenant and Tenant hereby takes from
Landlord, those certain premises, consisting of a building on land owned by
Landlord (which building and land are collectively hereinafter referred to as
the "Leased Premises") , located in the Borough of Ramsey, County of Bergen and
State of New Jersey,and more particularly described on Exhibit "A" (the Land)
and Exhibit B (the Building) attached hereto and made a part hereof, subject
however, to all of the terms, covenants, provisions and conditions herein set
forth and to all liens, encumbrances, conditions, rights, easements,
restrictions, rights-of-way, covenants and zoning and building laws, ordinances,
regulations and codes affecting or governing the Building or which may hereafter
affect or govern the Building, and such matters as may be disclosed by
inspection,provided the same do not impair or interfere with the use and
enjoyment of the Leased Premises by Tenant for the purpose hereinafter stated in
Paragraph 6. Landlord represents and warrants that all liens encumbrances,
conditions, rights, easements, restrictions, rights-of-way and covenants and
agreements do not interfere with the use and enjoyment of the Leased Premises.

                  TO HAVE AND TO HOLD the Premises for the term and at the rents
herein set forth together with the right to use the driveway on Lot 13 which is
adjacent to the Leased Premises for ingress and egress.


TERM.

         2.       (a) The Term of this lease (hereinafter referred to as "Term")
shall be for the period stated following the Commencement Date, as hereinafter
defined, unless sooner terminated as herein expressly provided. In the event
however, that the Commencement Date is not the first day of a month, then the
Term shall end on the last day of the month in which the anniversary of the
Commencement Date shall fall.

                  (b) The term, and the Tenant's obligation to pay Rental and
Additional Rental, as hereinafter defined, shall commence on the earlier of the
following dates (which date is hereinafter referred to as the "Commencement
Date"): (1) On November 1, 1993 or (2) the date on which Tenant shall first
conduct any business activities on the Premises provided Landlord has completed
all of the work it is required to do by Paragraph 3 (a) by November 1, 1993 and
tendered possession of the Premises to Tenant for Tenant to begin its Tenants
Work (as hereinafter defined) on or prior to February 1, 1993 (February 1, 1993
is hereinafter referred to as "Possession Date"). If Tenant utilizes any of the
space in the Building prior to November 1, 1993 for its regular business
activities, it shall pay the Landlord on a monthly basis a pro rata portion of
the Total Lease Base Rental and estimated Additional Rent which shall be
determined by dividing the space so occupied by 37,000 and multiplying the
result by $45,373.96. In the event of such pre-Term occupancy for such regular
business activities, all of the other terms and conditions of this Lease shall
apply to Tenant's use and occupancy of the Leased Premises.

                  (c) For purposes of this lease, a "Lease Year" shall be deemed
to be each consecutive period of twelve (12) full calendar months during the
Term hereof, except that the first Lease Year shall also include the fractional
portion of the month, if any, immediately following the Commencement Date, and
that the last Lease Year shall run only from the day following the termination
of the previous Lease Year to the termination 67 date of the lease.




                                      -3-
<PAGE>   5
                                                                    Exhibit 10.8


CONSTRUCTION.

         3.       (a) The premises are being leased by Tenant on an as-is basis
except as otherwise indicated herein. Landlord shall, at its sole cost and
expense, complete the following building improvements prior to Tenant's
occupancy:

                           (i) Furnish and install, at the election of Tenant,
one (1) of the following elevators: (a) one (1) twin jack, holeless, hydraulic
freight elevator approximately 6'4" x 8'2", 4000 lb. capacity, speed 75 fpm, two
(2) stops in-line, with 6'x 7' bi-parting manual gates as manufactured by Casper
Elevator Company or equal; or (b) one (1) single jack, holeless, hydraulic
passenger elevator approximately 7'X 6', 3000 lb. capacity (20 people), 100 with
a 3' 0" wide door as manufactured by Dover Elevator Company or equal; or (c)
4500 lb. hydraulic with interior dimensions of 5'8" x 7'11" manufactured by Otis
Elevator or Dover Elevator or equal subject to the approval of Tenant's
Architect;

                           (ii) Furnish and install windows into the portion of
the lower floor which is above grade and four (4) windows in the rear wall of
the second floor. Such windows to be of equal quality to those presently
installed on the upper floor. Landlord shall submit shop drawings for such
windows to the Tenant's architect for the architect's reasonable approval which
shall not be unreasonably withheld or delayed;

                           (iii) Furnish and install screening on the roof to
screen the HVAC equipment from view at the front approach to the building.
Screening to be aesthetically and structurally consistent with the quality and
style of the building;

                           (iv) Landlord shall investigate the possibility of
water leakage into the first floor and, if required, perform any necessary
corrective measures in a manner subject to the reasonable approval of Tenant
and/or its architect/engineer;

                  (b) The Tenant shall complete all other improvements within
the Building required for its occupancy (hereinafter referred to as "Tenant's
Work"), in accordance with plans to be prepared by the Grad Partnership,
Tenant's architect (hereinafter referred to as "Tenant's Plans"). Tenant's Plans
shall be subject to the prior written approval of Landlord, which approval shall
not be unreasonably withheld or unduly delayed. The Landlord shall provide an
allowance of $1.50 per rentable square foot towards the costs of Tenants Plans.
This drawing allowance shall be paid to Tenant twenty (20) days following the
later of : (1) the date of drawing completion or (2) the start of construction
of Tenant improvements. All costs involved in Tenant's work (including, but not
limited to permits, professional fees, cost of utilities, interest costs to
Landlord for all sums paid by Landlord to Tenant as hereinafter provided and all
improvements costs) (herein referred to as "Tenant Construction Costs") are the
responsibility of the Tenant. Landlord will reimburse Tenant, for a portion of
all Tenant Construction Costs, the amount of Nine Hundred Seventy Eight Thousand
Five Hundred ($978,500.00) Dollars (hereinafter referred to as the "Landlord's
Allowance") as hereinafter provided in Sub-paragraph 3 (c) and 3 (d). Tenant has
the right to seek competitive bids for the performance of Tenants Work as well
as future alterations during the Lease Term so long as the contractor and
subcontractors selected are acceptable to Landlord, which acceptance shall not
be unreasonably withheld or delayed. In the event a contractor other than an
affiliate of Landlord is selected, Tenant shall pay to Landlord a supervisory
fee which shall be limited to actual and reasonable costs for personnel and
materials.

                  (c) A portion of Landlord's Allowance, in an amount not to
exceed Eight Hundred Seventy Eight Thousand Five Hundred ($878,500.00) Dollars,
shall be paid in progress payments to Tenant during the progress of Tenant's
performance of Tenant's Work upon the written request of Tenant, which request
shall be accompanied by the following:


                                      -4-
<PAGE>   6
                                                                    Exhibit 10.8



                           (i) A Certificate signed by the architect or engineer
in charge of Tenant's Work, reasonably satisfactory to Landlord and any
construction lender supplying the funds, dated not more than five (5) days prior
to such request, setting forth the following:

                                    (A) That the sum then requested has been or
is to be paid by Tenant to contractors, subcontractors, materialmen, engineers,
architects or other persons who have rendered services or furnished materials in
connection with Tenant's Work therein specified, and giving a brief description
of such services and materials and the several amounts so paid to each of said
persons in respect thereof, and stating that no part of such expenditures has
been or is being made the basis in any previous or then pending request for the
withdrawal or has been previously made, and that the sum then requested does not
exceed the value of the services and materials described in the certificate.

                                    (B) That, except for the amount, if any,
stated pursuant to the foregoing subparagraph (A) in such certificate to be due
for services or materials, there is no outstanding indebtedness which is then
due for labor, wages, materials, supplies or services in connection with
Tenant's Work and which, if unpaid, might become the basis of a vendor's
mechanic's, laborer's or materialmen's statutory or similar lien upon the
Premises, or any part thereof, or upon Tenant's leasehold interest therein
(unless such lien is adequately bonded or insured against by a surety company
bond or title policy free and clear of liens, by a company and in form,
substance and amount reasonably satisfactory to Landlord).

                           (ii) Progress payments shall be made to Tenant in
accordance with the reasonable requirements of First Fidelity, not later than
thirty (30) days after Landlord's receipt of Tenant's written request for the
Landlord's Allowance funds.

                           (iii) A copy of Tenant's general contract with its
general contractor and copies of any Change orders (as hereinafter defined)
since the prior progress payment. The term "Change Orders" shall mean any
written and signed amendments or modifications to Tenant's plans or general
contract with its contractor.

                           (iv) Such other documentation, affidavits and
certificates as are required by Landlord's construction or permanent lender; it
being specifically understood that Landlord is receiving funds from its
construction or permanent lender in order to reimburse Tenant.

                  (d) The remaining One Hundred Thousand ($100,000.00) Dollars
of the Landlord's Allowance shall be paid to Tenant subsequent to the
Commencement Date and upon Landlord's receipt from Tenant of (a) a copy of the
final certificate of occupancy for the Premises, and (b) a written certificate
from Tenant's architect certifying that Tenant's Work has been completed in
accordance with Tenant's Plans. Tenant shall give Landlord written notification
of completion and Landlord shall have a reasonable time within which to inspect
the Tenant's Work and either approve or disapprove same. Landlord's approval
shall not be unreasonably withheld if Tenant's Work shall be performed in
accordance with Tenant's Plans, as approved by Landlord. If Landlord disapproves
the Tenant's Work or any portion thereof, Tenant shall promptly cause any
defects noted by Landlord in Tenants Work to be corrected. Promptly upon
completion of the


                                      -5-
<PAGE>   7
                                                                    Exhibit 10.8


Tenant's Work, Tenant shall furnish Landlord with an affidavit, in form
reasonably satisfactory to Landlord's counsel, from Tenant's general contractor
stating that all subcontractors, laborers and material suppliers who have
supplied labor and/or materials in connection with the Tenant's Work have been
paid in full and that the general contractor releases any and all liens with
respect to labor and materials supplied to the Premises for the Tenant's Work.
Landlord agrees to pay to Tenant the remaining one Hundred Thousand
($100,000.00) Dollars of the Landlord's Allowance within fifteen (15) days after
Tenant shall have provided Landlord with all of the items required by this
sub-paragraph (b). Any and all of Tenant's costs to construct the Tenant's Work
exceeding the allowance stated in sub-paragraph (b) shall be borne by Tenant.

                  (e) All Construction shall be in a good and workmanlike manner
and shall be in compliance with all applicable laws, ordinances, rules and
regulations of any duly constituted governmental authority having jurisdiction
thereof.

                  (f) If the Tenant Work is not substantially completed by
November 11, 1993 due to (1) the non-performance by the Landlord of its
obligations under 3.(a)(i)-(iv) above; (2) Landlord's failure to tender
possession of the Premises to Tenant on or before February 1, 1993; (3) any
other delay attributable to or caused by Landlord's acts or omission or those of
any of its employees, agents, contractors or invitees; or (4) Tenant's inability
to obtain a Certificate of Occupancy because of a pre existing condition, then
the Commencement Date shall be postponed one (1) day for each day the completion
of Tenant improvements is delayed beyond November 1, 1993 due to the foregoing
items (1) through (4).

                  (g) In addition to "Landlords Allowance" Landlord shall
provide an Additional Tenant Improvements Allowance in the amount of $26,750.00
per month for each month (which shall be prorated for any partial month)
subsequent to the commencement of the Lease and up to and ending the month of
June 1994 (hereafter referred to as "Additional Tenant Improvements Allowance").
Landlord shall pay to the Tenant the Additional Tenant Improvements Allowance no
later than the tenth (10th) day of each month following the Commencement Date
through and including June 1, 1994.


LANDLORDS' FINANCING.

         4. Landlord has received a Letter of Intent from First Fidelity Bank,
N.A. ("First Fidelity") which is attached hereto as Exhibit "C". This Lease is
contingent upon Landlords receipt and its acceptance of a formal written
mortgage commitment to the Landlord embodying the terms of the Letter except
with respect to the use of the Security to be posted by the Tenant, which
commitment shall embody in substance the provisions of Paragraph 30. If Landlord
has not received the commitment on or before January 22, 1993 and so advised the
Tenant in writing or if the Landlord has not accepted the commitment on or
before January 29, 1993 and so advised the Tenant in writing, then this Lease
shall be terminated and neither party shall have any claim against the other
except that the Landlord shall return to the Tenant the first months rent paid
by the Tenant to the Landlord pursuant to Paragraphs 5.(a)(i).


RENTAL.

         5. (a) Tenant covenants and agrees to pay to the Landlord the following
Rental:

                           (i) a base rent during the Term of this lease or any
extension as may be provided for herein (hereinafter called the "Base Rent") in
the sum stated in the Preamble payable by Tenant in equal monthly installments
as stated on or before the first day of each month, in advance, to Landlord at
the office of Landlord above designated or to such other place as shall be


                                      -6-
<PAGE>   8
                                                                    Exhibit 10.8


designated by Landlord, without any prior notice or demand therefor And without
any deduction, abatement or set off for any reason Whatsoever, except that the
first month's rent, shall be paid upon the execution of the Lease by Tenant;

                           (ii) All charges payable pursuant to this lease As
additional rental (hereinafter referred to as "Additional Rental");

                           (iii) In the event that the Commencement Date Shall
be other than the first day of a month, then the Tenant shall be given a credit
by the Landlord for the fractional portion of the first month of the Lease Term
prior to the Commencement Date on a per diem basis (calculated on the basis of a
thirty-day month) for Base Rent and Additional Rent paid by Tenant for such
period. Such credit shall be calculated by Landlord and issued to Tenant to be
used as a credit against a portion of the next months rent due.

                  Such Base Rent and Additional Rental are herein Referred to
collectively as "Rental"

                  (b) It is intended that the Rental provided for in this lease
shall be a net return to Landlord throughout the Term Hereof, free of any
expense, charge or other deduction whatsoever, with respect to the Premises, the
Building and/or the operation, management, maintenance, repair, use or
occupation thereof, or any Portion thereof, with respect to any interest of
Landlord therein, except only as otherwise expressly provided in this lease. Any
attempt by Tenant "to escrow: any rent due or similar self-help Shall constitute
a default.

                  (c) In the event that any payment of Rental due Hereunder is
not made on the date it is due, a late charge in the amount of five percent (5%)
for each dollar so overdue may be charged by the Landlord for each month or part
thereof that the same remains overdue. This charge shall be in addition to and
not in lieu of any other remedy the Landlord may have under the circumstances
and is in addition to any reasonable fees and charges of any agents or attorneys
Landlord may employ as a result of any default in the payment of Rental
hereunder, whether authorized herein or by law. Any such "late charges" if not
previously paid shall, at the option of the Landlord, be added to and become
part of the succeeding rental payment to be made hereunder and shall be deemed
to constitute additional Rental.


USE

         6. the Premises are to be used by Tenant for any permitted use, subject
to and in accordance with all rules, regulations, laws, ordinances and
requirements of all governmental authorities, the Fire Insurance Rating
Organizations and Boards of Fire Insurance Underwriters, and any similar bodies
having jurisdiction thereof, and for no other purpose. Landlord represents that
Tenants proposed use set forth in Paragraph II of the Preamble is a permitted
use in the Leased Premises under the applicable zoning, health, fire, building,
environmental and all other governmental regulations. Landlord represents and
warrants to Tenant that, at the commencement Date, the Premises shall be in
compliance with all applicable governmental laws, orders, regulations and codes
(collectively the "laws") applicable to the Premises including without
limitation building, zoning, environmental and health laws and the Americans
with Disabilities Act; that the Premises do not violate and Landlord has
received no notice of any violations, of any such laws and that all taxes have
been paid to date; and that Landlord knows of no pending


                                      -7-
<PAGE>   9
                                                                    Exhibit 10.8


assessments or liens on the Premises.


INSURANCE.

         7.       (a) Tenant shall provide, on or before the earlier of Tenant's
entry in the Premises or the Commencement Date, and keep in force, at all times
during the Term, at its sole cost and expense, a comprehensive public liability
insurance policy, in the names of and for the mutual benefit of Landlord and any
of its designees (without any obligation to pay premium) and Tenant, insuring
the Landlord and Tenant against any claim or liability for personal injury to or
death of any persons, and/or damage to property occurring in, on or about the
Premises, or any appurtenances thereto. Such policy shall contain a "Landlord
Protective Liability" endorsement and shall provide for limits of liability
thereunder of not less than One Million ($1,000,000.00) Dollars in respect to
personal injury or death to any one person, One Million ($1,000,000.00) Dollars
in respect to personal injury or death to any number of persons and Five Hundred
Thousand ($500,000.00) Dollars in respect to property damage. The limit of any
such insurance shall not limit the liability of the Tenant hereunder.

                  (b) Landlord agrees to obtain and keep in full force and
effect, at all times during the Term, at Tenant's sole cost and expense,
policies of insurance covering the Building and improvements made by the
Landlord to the Premises against all risks to physical damage with extended
coverage, in amounts equal to the full replacement value of such improvements,
without any co insurance; rental insurance sufficient to include both Base and
Additional Rental; and such other insurance coverages as Landlord may deem
necessary or proper, all of which insurance coverages shall be in such amounts
and with such companies as Landlord may deem reasonable and proper. The cost of
any such insurance shall be paid as Additional Rental pursuant to Paragraph 20
hereof.

                  (c) Landlord shall not provide any insurance covering the
Tenant's possessions or business operations. Tenant agrees to obtain, at its
sole cost and expense, an insurance policy covering its contents and a liability
policy covering its business operations which shall include contractual
liability.

                  (d) Landlord and Tenant agree that the insurance policies to
be obtained hereunder shall provide that the insurance carriers shall waive all
rights of subrogation against Landlord and Tenant and that such policies shall
not be invalidated should the insurance waive in writing prior to a loss any or
all right of recovery against any party for losses covered by such policies.
Landlord and Tenant hereby waive and release any and all right of recovery which
it might otherwise have against the other, their agents and employees, for all
injury and for loss or damage to its business, contents, furniture, furnishings,
fixtures and other property of the Landlord or Tenant, notwithstanding that such
injury, loss or damage may result from the negligence or fault of Landlord or
Tenant, their agents, or employees, provided that no such waiver or release
shall operate to invalidate any insurance coverage.

                  (e) Tenant agrees to deliver to Landlord, at least fifteen
(15) days prior to the time such insurance is first required to be carried by
Tenant, and thereafter at least fifteen (15) days prior to the expiration of any
such policy, either a duplicate original or a certificate of insurance and a
true copy of all policies procured by Tenant in compliance with its obligations
hereunder, together with evidence of payment therefor. All such policies shall
provide for notice of cancellation to be provided thirty (30) days prior to any
cancellation.


INCREASE OF INSURANCE RATES.

         8. Tenant agrees, at its sole cost and expense, to


                                      -8-
<PAGE>   10
                                                                    Exhibit 10.8


promptly comply with all of the rules and regulations of the Insurance Service
Organization of New Jersey having jurisdiction, or any similar body. If, at any
time, as a result of or in connection with any failure by Tenant to comply with
the foregoing provision, or as a result of any act or omission or commission by
Tenant, its employees, agents, contractors, invitees, licensees or subtenants,
or as a result of or in connection with the use to which the Premises are put,
notwithstanding that such use may be for the purpose herein permitted or that
such use may have been consented to by Landlord, any insurance rate applicable
to the Building and/or to the contents thereof, shall be higher than that which
would be applicable for the least hazardous types of occupancy legally permitted
therein, then and in any of such events, Landlord shall have the right to treat
as additional rent, the added premium if Tenant fails to cease the conduct
causing such increase within thirty (30) days of notice from Landlord. Tenant
shall not use nor install any electrical equipment that overloads the lines in
the Building and Tenant, at its sole cost and expense, shall promptly make
whatever changes are necessary to prevent or remedy such condition and to comply
with all requirements of Landlord, the Board of Fire Insurance Underwriters or
any similar body and any governmental authority having jurisdiction thereof. For
the purposes of this Paragraph, any finding or schedule of the Fire Insurance
Rating organization or any similar organization having jurisdiction shall be
deemed to be conclusively binding on the parties hereto.


FIRE AND OTHER CASUALTY.

         9.       (a) In case of fire or other casualty, Tenant shall give
immediate notice to Landlord. In the event the Premises shall be partially
damaged by fire, the elements or other casualty, but shall not be so destroyed
or damaged as to substantially impaired the ongoing conduct of Tenant's
business, then the Landlord shall repair the same within ninety (90) days of
such casualty to the extent of the scope of Landlord's work in the original
construction of the Premises, and if any portion of the Premises shall be
rendered untenantable, then the Tenant's obligation to pay Rental hereunder
shall abate in the same proportion which the square footage of the portion
rendered untenantable bears to the total square footage of the Premises until
such time as the Landlord shall have substantially repaired the Premises. In the
event that through no fault of the Tenant, its agents, servants, employees,
contractors or invitees, the Tenant's use of the Premises is substantially
impaired and, the Landlord does not give notice to the Tenant within thirty (30)
days of the fire or other casualty that the Premises will be restored and the
Tenant's use will not be substantially impaired except as to the replacement of
Tenant's fixtures, laboratory and/or other personal property within one hundred
twenty (120) days of the date of the notice, or if the Premises are not
substantially restored and the Tenant's use will not be substantially impaired
except as to the replacement of Tenant's fixtures, laboratory and/or other
personal property during such one hundred twenty (120) day period, the Tenant
shall have the right to terminate this Lease on thirty (30) days written notice
delivered to Landlord. In the event the Landlord elects to restore the Premises
as stated, then the lease shall remain in full force and effect, the Rental
payments shall be reduced as aforesaid, and the Landlord shall proceed
diligently to rebuild the Building and/or to restore the Premises.

                  (b) However, there shall not be any abatement, reduction or
moratorium of rent if the fire or other casualty or damage shall be the result
of gross negligence or improper conduct of of Tenant or its agents, employees,
guests, licensees, invitees, subtenants, assignees or successors. In any such
case, Tenant's liability for the payment of the Rental and the performance of
all the covenants, conditions and terms hereof on its part to be performed shall
continue and Tenant shall be liable to Landlord for the damage or loss suffered
by Landlord. If Tenant shall have been insured against any of the risks herein
covered, then the proceeds of such insurance shall be paid over to Landlord to
the extent of Landlord's costs and expenses and for any other damage or loss


                                      -9-
<PAGE>   11
                                                                    Exhibit 10.8


suffered by Landlord as a result of such casualty.

                  (c) For purposes of determining substantial imparement,the
Landlord and Tenant agree that a casualty shall include a material violation of
any Environmental Law (as hereinafter defined) and as the obligations are
assumed pursuant to Paragraph 45.


REPAIRS AND MAINTENANCE.

         10. (a) Except as provided in Paragraph 10(c) hereof, Tenant, at its
sole cost and expense, shall (1) maintain and repair the structural portions (as
hereinafter defined) of the Premises, (2) maintain, repair, and replace each and
every other part of the Leased Premises including, without limitation, painting
and decorating and the heating, ventilating, plumbing, electrical, sprinkler,
elevator and air conditioning units or systems in the Building, and (3) shall
not cause nor permit any dirt, debris or rubbish to be put, placed or maintained
on the sidewalks, driveways, parking lots, yards, entrances and curbs, in, on or
adjacent to the Building. Tenant further agrees not to use the Premises or
permit the Premises to be used in any manner as to cause excessive depreciation
of or to the Building and improvements,and agrees not to cause nor permit waste
of or damage or nuisance to, in, or about the Premises or the Building.

                  (b) Tenant shall not make any alterations, improvements,
and/or additions to the Premises or any part thereof exceeding $25,000.00 (non
structural), nor install or attach any heavy equipment or apparatus, without
Landlord's prior consent which consent shall not be unreasonably withheld or
delayed in accordance with the provisions of this lease.

                  (c) Landlord, upon reasonable notice from Tenant and provided
further that Landlord cannot repair same, shall make, at Landlords cost and
expense, necessary replacements to the structural portion of the Premises,
excluding, however, all windows, doors, plate glass, signs which shall be
maintained, repaired and replaced by the Tenant and all repairs required by any
casualty except as otherwise provided in Paragraph 9 and 13 hereof. For the
purpose of this lease, "structural" shall be defined as the steel, footings,
foundations, masonry walls, elevators, roof and floors of the Leased Premises.
Landlord shall also repair or replace any condition in the Leased Premises
required to be repaired or replaced by any agency of the Borough of Ramsey which
is discovered during the completion of Tenant's work which relates to a
condition in the Leased Premises which should have been repaired or replaced
prior to the commencement of Tenant's Work as a part of the Landlord obtaining
the Certificate of Continued Occupancy which the Landlord has delivered to the
Tenant. Any repairs, whether structural or otherwise, resulting from damage
caused by any act, omission or negligence of Tenant, any subtenant or
concessionaire, or their respective employees, agents, invitees, licensees or
contractors shall be performed by the Landlord at the sole cost and expense of
the Tenant and shall be deemed to constitute Additional Rental.

                  (d) Tenant further agrees to maintain, repair, secure, and
keep in good order and condition, reasonably clean and free from snow, dirt and
rubbish, all public or common areas surrounding the Building which are the
property of the Landlord, except as otherwise herein provided, and agrees to
furnish all necessary utilities to such public or common areas. The costs and
expenses incurred by Tenant for maintenance, repairs, utilities, janitorial
service, refuse and snow removal and security of the public or common areas
shall be determined in the sole discretion of Tenant, to ensure the proper
quality and the preservation of the reputation of the Building. Tenant may elect
to have the Landlord undertake Tenants responsibilities under this sub-paragraph
10 (d) by so advising the Landlord sixty (60) days in advance of the date that
Tenant wishes the Landlord to do so. In that event, the Tenant shall pay all
reasonable costs and expenses so incurred by


                                      -10-
<PAGE>   12
                                                                    Exhibit 10.8


Landlord, as Additional Rental, in accordance with the provisions of Paragraph
20 hereof.

                  (e) Tenant shall have the right of access to the roof of the
Building and to install, repair, place or replace any aerial, fan, air
conditioner or other device on the roof of the Building without the prior
written consent of Landlord. Tenant shall repair at Tenant's expense, any damage
to the Building or roof resulting from the installation, repair, use, or
replacement of any such air conditioner or other device.


COVENANTS AGAINST LIENS.

         11. (a) Tenant shall not do any act, nor make any contract which may
create any lien or other encumbrance upon the Building or Premises, nor permit
nor suffer same to remain, as a result of any labor, work, services or materials
performed, supplied or furnished for or to the Tenant or the Premises. If,
because of any act or omission (or alleged act or omission) of Tenant, any
mechanic's or other lien or encumbrance shall be filed against the Building or
Premises, whether or not such lien or encumbrance is valid or enforceable as
such, Tenant, at its sole cost and expense, shall cause same to be discharged of
record or bonded, within thirty (30) days after notice to Tenant of the filing
thereof; and Tenant shall indemnify and save harmless Landlord against and from
all damages, costs, liabilities, suits, penalties, claims and demands, including
reasonable counsel fees, resulting from the creation of such lien or
encumbrance. In the event Tenant fails to so comply, Landlord shall have the
option of discharging or bonding any such lien or encumbrance, and Tenant agrees
to reimburse Landlord for all costs, legal and other expenses incurred in
connection therewith, together with interest at an annual rate equal to two (2%)
percent above the annual interest rate extended by Citicorp to its most favored
borrowers, promptly upon demand, which sums shall be deemed to constitute
Additional Rental. All materialmen, contractors, artisans, mechanics, laborers
and any other persons now or hereafter contracted by Tenant for the furnishing
of any labor, services, materials, supplies or equipment, at any time from the
date hereof until the end of the Term, are hereby charged with notice that they
must look exclusively to Tenant to obtain payment for same.

                  (b) Nothing in this lease shall be deemed to be, or construed
in any way as constituting, the consent or request of Landlord, expressed or
implied, by inference or otherwise, to any person, firm or corporation for the
performance of any labor or the furnishing of any materials for any
construction, rebuilding, alteration, addition or repair of or to the Premises
or any part thereof, nor as giving Tenant any right, power or authority to
contract for or permit the rendering of any services or the furnishing of any
materials which might in any way give rise to the right to file any lien against
Landlord's interest in the Building. Landlord shall have the right to post and
keep posted at all reasonable times on the Premises any notice which Landlord
shall deem necessary so to post for the protection of Landlord and the Building
from any such lien.


ALTERATIONS.

         12. (a) Tenant shall not make, or cause, or permit the making of any
repairs, alterations, additions, or improvements in or to the Premises without
obtaining Landlord's prior written consent thereto in each instance. In the
event any such work shall cost in excess of Twenty Five Thousand ($25,000.00)
Dollars, such work shall not be commenced until Tenant shall submit to the
Landlord plans and specifications relating to any such repairs, alterations,
additions or improvements, and all such work shall be


                                      -11-
<PAGE>   13
                                                                    Exhibit 10.8


performed in accordance with the provisions of this Lease. Landlord shall not
unreasonably withhold its consent to any such alteration, addition or
improvement, but shall have the right to determine if such work would reduce the
value, size or general utility of the Building or any portion thereof, or
whether such work maintains the architectural harmony of the Building. Any
approval by Landlord as aforesaid may be upon condition that Tenant furnish the
Landlord such evidence of Tenant's financial ability to assure completion
thereof and payment therefore as Landlord may reasonably require, including the
furnishing of adequate security. All such repairs, alterations, additions or
improvements, not removed by Tenant at end of Term, shall belong to and become
the property of the Landlord. Tenant shall have the right to remove all fixtures
equipment, furnishings and Tenant Improvements not permanently affixed to the
Building and all above standard and laboratory improvements (whether or not
permanently affixed) approved by Landlord prior to the expiration or other
termination of this Lease but shall repair all damage caused by such removal and
restore the Premises to a condition suitable for painting (not necessarily
"paint ready" as that term is commonly used) and carpeting (i.e. walls repaired
and spackled, floors cleaned and holes repaired). Nothing herein contained
shall be construed in any way to restrict Tenant's right to make any
alterations, additions or improvements in Tenant's own movable trade fixtures.

                  (b) Any work performed by Tenant, irrespective of cost, shall
be subject to the Landlord's inspection and approval after completion to
determine whether it complies with the requirements of this lease. The approval
or consent of the Landlord shall not relieve Tenant of its obligation that all
such repairs, alterations, improvements and/or additions be constructed and
performed in a first-class good and workmanlike manner and in accordance with
all applicable governmental and fire underwriting requirements, nor constitute a
waiver of any rights of Landlord if Tenant fails to perform its obligations.
Tenant, at its sole cost and expense, shall procure all necessary governmental
approvals, permits or certificates in connection with all work performed by
Tenant in, on or at the Premises and shall deliver the original of all such
approvals, permits or certificates to the Landlord, to be retained by Landlord.

                  (c) During the course of any and all repairs, alterations,
additions or improvements which the Tenant shall either be required to perform
or which the Tenant shall elect to perform Tenant, at its sole cost and expense,
shall at all times obtain and maintain or cause to be obtained and maintained,
workmen's compensation insurance and any other insurance which shall then be
required by law, together with public liability insurance as set forth in
Paragraph 7 hereof, to insure against any additional hazards created in
connection with the performance of any of the aforesaid work. Prior to the
commencement of any such work, Tenant shall deliver to Landlord copies of all
policies or certificates of insurance with respect to all policies required
pursuant to this Paragraph 12(c).


CONDEMNATION.

         13. (a) In the event that the whole of the Premises


                                      -12-
<PAGE>   14
                                                                    Exhibit 10.8


shall be taken for any public or quasi-public use under any statute or by right
of eminent domain, or by private purchase in lieu thereof, then this lease shall
automatically terminate as of the Date that title shall be taken. In the event
that a part of the Premises shall be so taken as to render the remainder thereof
unusable for the purpose for which the Premises are leased, then Landlord and
Tenant shall each have the right to terminate this lease on thirty (30) days'
written notice to the other, given within sixty (60) days following the date of
such taking. In the event that this lease shall terminate or be terminated, the
Rental hereunder shall be equitably adjusted as of the date of termination.

                  (b) In the event that a part of the Premises shall be so taken
and this lease shall not terminate or be terminated pursuant to the provisions
of subparagraph (a) above, then the Rental shall be equitably apportioned
according to the square footage of the Premises so taken and this lease, in all
other respects, shall remain in full force and effect, and Landlord, at its own
cost and expense, shall restore the remaining portion of the Premises in a
manner substantially similar to the Building as it pre-existed the taking. If
the Landlord does not complete the restoration within one hundred twenty
(120)days of the physical taking, then and in that event, either the Landlord or
the Tenant may terminate this Lease on thirty (30) days written notice to the
extent necessary to render it reasonably suitable for the purpose for which the
Premises were leased, provided that such work shall not exceed the scope of the
work required to be done by Landlord in originally constructing the Premises and
provided the cost thereof shall not exceed the proceeds of its condemnation
award for consequential damages.

                  (c) All compensation awarded or paid upon such a total or
partial taking of the Building or the Premises shall belong to and be the
property of Landlord, and without any sharing by Tenant, whether such
compensation result from diminution in value of the leasehold or to the fee
interest in the Premises. Tenant however, shall have the right to seek and
prosecute any claim directly against the condemning authority in such
condemnation proceedings for moving expenses, inventory and/or movable trade
fixtures, Tenant's improvements beyond those paid for by the Landlord's
Allowance, furniture and other personal property belonging to Tenant, so long as
such claim shall not diminish or otherwise adversely affect Landlord's award or
the award of any mortgagee.

                  (d) Tenant agrees to execute and deliver such instruments as
may be deemed necessary or required to expedite any condemnation proceedings or
to effectuate a proper transfer of title to such governmental or other public
authority, agency, body or public utility seeking to take or acquire the
Premises or any portion thereof. Tenant covenants and agrees to vacate the
Premises, remove all of its personal property therefrom and deliver up peaceable
possession thereof to Landlord or to such other party designated by Landlord in
the event of condemnation of the entire Premises. Failure by Tenant to comply
with any provision hereof shall subject Tenant to such costs, expenses, damages
and losses as Landlord may incur by reason of Tenant's breach hereof.


ACCESS AND RIGHT TO EXHIBIT.

         14. (a) Landlord and its designees shall have the right to enter upon
the Premises at all reasonable hours upon twenty four (24) hours prior notice to
Tenant (and in emergencies at all times):

                           (i) to inspect the same;

                           (ii) to make repairs, additions or alterations


                                      -13-
<PAGE>   15
                                                                    Exhibit 10.8


to and/or to complete initial construction of, the Premises and/or to the
Building or to prevent waste or depreciation thereof;

                           (iii) to post "For Sale" signs on the Premises at a
location in the front of the building to be reasonably approved by Tenant and to
exhibit the Premises to any prospective purchaser or mortgagee upon twenty four
(24) hours prior notice to Tenant.

                  This Paragraph shall not be deemed to be a covenant by
Landlord nor be construed to create an obligation or duty on the part of
Landlord to make such inspection, repairs, additions or alterations except as
otherwise herein provided. Any performance by Landlord hereunder shall not be
deemed a waiver of Tenant's default in failing to perform same, nor shall
Landlord be liable for any reasonable and limited inconvenience, disturbance,
loss of business, loss of use of the Premises, and the obligations of Tenant
pursuant to this lease shall not thereby be affected in any manner whatsoever.
Landlord agrees to exercise due care to cause the least reasonably possible
interference with Tenant's business, but Landlord shall not be required to
employ labor on weekends or on an overtime basis to avoid or reduce any such
interference.

                  (b) For a period commencing one hundred eighty (180) days
prior to the end of the Term, Landlord and its designees shall have reasonable
access to the Premises for the purpose of exhibiting the same to prospective
tenants and to post any "To Let," or "To Lease" signs upon the Premises at a
location in the front of the building approved by Tenant, which approval shall
not be unreasonably delayed or withheld.

                  (c) Landlord shall have the right to carry material in and on
the Premises and to perform work in or on the Premises pursuant to the
provisions of this lease, without the same constituting an actual or
constructive eviction to Tenant, in whole or in part. Rent shall be abated to
the extent that the Premises are rendered unusable for Tenant's business.


ASSIGNMENT AND SUBLETTING.

         15. Except to a parent, subsidiary or affiliate of Tenant, Tenant shall
not either voluntarily, or by operation of law, assign, transfer, mortgage,
pledge, hypothecate or encumber this Lease or any interest therein, and shall
not sublet the Premises or any part thereof, or any right or privilege
appurtenant thereto, or allow any other person (the employees, agents, servants
and invitees of Tenant excepted) to occupy or use their Premises, or any portion
thereof, without first obtaining the written consent of Landlord, which consent
shall not be unreasonably withheld or delayed. When Landlord's consent is not
required, Tenant shall remain primarily obligated under the Lease, or provide
any necessary guarantees requested by Landlord or its mortgagee. When Tenant
requests Landlord's consent to such assignment or subletting, it shall notify
Landlord in writing of the name and address of the proposed assignee or
subtenant and the nature and character of the business of the proposed assignee
or subtenant and shall provide financial statements for the proposed assignee or
subtenant. If Landlord approves an assignment or subletting as herein provided,
Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of the
difference, after deduction for the leasing expenses incurred by Tenant
including without limitation costs of fit-up, construction, brokerage and legal
expenses advertising, if any, between the Rent plus Additional Rent allocable to
that part of the Premises affected by such assignment or sublease pursuant to
the provisions of this Lease, and the Rent and Additional Rent payable by the
assignee or sublessee to Tenant. A consent to one assignment, subletting,
occupation or use shall not be deemed to be a consent to any other or subsequent
assignment, subletting, occupation or use and consent to any assignment or
subletting shall in no way relieve Tenant of any liability under this Lease.
Except as provided herein, any assignment or subletting without Landlord's
consent shall be void, and shall, at the option of the Landlord, constitute a
default


                                      -14-
<PAGE>   16
                                                                    Exhibit 10.8


under this Lease. In the event that Landlord shall consent to a sublease or
assignment hereunder, Tenant shall pay any brokerage fees related to the
subletting or assignment of the Premises.


RULES AND REGULATIONS, COMPLIANCE WITH LAWS.

         16. (a) Tenant agrees, at all times during the Term hereof, and at its
sole cost and expense:

                           (i) not to continue after thirty (30) days notice
from Landlord, any action which would violate Landlord's union contracts, if
any, affecting the Building or the Premises, or which would create any work
stoppage, picketing, labor disruption or dispute, or which would damage, delay
or interfere with any work performed or to be performed by Landlord or by any
other persons in or about the Building, or which hinder the activities or
operations of the Landlord in bringing about the cessation of any work stoppage,
picketing or other labor disruption or dispute affecting the Building or any
work being performed or to be performed in or about the Building;

                           (ii) to pay promptly and when due, all taxes,
licenses, fees, assessments or other charges levied or imposed upon the business
of Tenant or upon any fixtures, furnishings or equipment in, on or at the
Premises;

                           (iii) not to commit any waste or nuisance, nor use
the plumbing facilities for any purpose injurious to same or dispose of any
garbage or any other foreign substance therein, nor place a load on any floor in
the Premises exceeding the floor load per square foot which such floor was
designed to carry, nor install, operate and/or maintain in the Premises any
heavy equipment except in a location approved by Landlord, nor install, operate
and/or maintain in the Premises any electrical equipment which will overload the
electrical system therein, or any part thereof, beyond its capacity for proper
and safe operation as determined by Landlord or which does not have
Underwriter's approval.

                           (iv) to keep the Premises in a neat, clean, orderly
and sanitary condition,

                           (v) to comply with all requirements of all suppliers
of public utility services to the Building and not to suffer or permit any act
or omission the consequence of which could be to cause the interruption,
curtailment, limitation or cessation of any utility service to the Building;

                           (vi) to retain trash, rubbish and garbage created by
the Tenant, its representatives, guests, licensees,or invitees within the
demised Premises until removed from the site at Tenant's expense.

                  (b) Tenant further agrees, at its sole cost and expense, to
promptly comply, or cause compliance, with all laws, ordinances, orders, rules,
regulations and requirements collectively "Laws")of all federal, state, county
and municipal governments, and appropriate departments, commissions, boards and
offices thereof, foreseen or unforseen, ordinary as well as extraordinary, and
whether or not the same shall presently be within the contemplation of the
parties hereto or shall involve any change of governmental policy in so far as
said laws relate and are triggered by Tenant's particular use and do not
otherwise apply to buildings used for office, warehouse and research. Landlord
shall cure any violations arising from Landlord's original failure to comply
with laws, ordinances, orders, rules, regulations and requirements presently
applicable to the construction of the Building and shall comply with all Laws
applicable to office, warehouse, research (as in existence at Commencement Date
and in general and not due to Tenant's particular use.

                  (c) No abatement, diminution or reduction of the


                                      -15-
<PAGE>   17
                                                                    Exhibit 10.8


Rental or other charges required to be paid by Tenant pursuant to the terms of
this lease, shall be claimed by or allowed to, the Tenant for any inconvenience,
interruption, cessation or loss of business or otherwise caused directly or
indirectly by any present or future laws, rules, requirements, orders,
directions, ordinances or regulations of the federal, state, county or municipal
government, or of any other governmental or lawful authority whatsoever, caused
by legally required changes in the construction, equipment, operation or use of
the Premises.

                  (d) Tenant, following notice to Landlord, shall have the right
to contest by appropriate legal proceedings, at its sole cost and expense, the
validity of any law, ordinance, order, rule regulation or requirement of the
nature herein referred to, provided, however, that:

                           (i) any noncompliance shall not constitute a crime on
the part of the Landlord or otherwise adversely affect, jeopardize or threaten
the interest of Landlord;

                           (ii) Tenant shall diligently prosecute any such
contest to a final determination by a court, department or governmental
authority having final jurisdiction and to keep Landlord advised in writing as
to all changes in status and determinations in connection with any such
proceedings; and

                           (iii) Tenant shall indemnify and save harmless
Landlord against any and all losses, costs, expenses, claims, penalties,
actions, demands, liabilities, judgments or other damages which Landlord may
sustain by reason of such contest or as a result of Tenant's failure or delay in
compliance. Landlord shall have the right, but not the obligation to contest by
appropriate legal proceedings, at Landlord's expense, any such law ordinance,
rule, regulation or requirement.


UTILITIES.

         17. Tenant agrees to pay as and when the same become due and payable,
all water rents, rates and charges, all sewer rents and all similar charges
assessed or charged to the Premises during the Term, if any, all charges for
electricity, gas, heat, steam, hot water, and other utilities supplied to the
Premises during the Term, together with cost of repair, maintenance, replacement
and reading of all meters measuring Tenant's use or consumption thereof, whether
supplied by Landlord or by a public or private utility company. Tenant's
electric charges will be paid directly to the utility company by Tenant,
however, in the event that Landlord shall supply any or all the aforesaid
services, the charges therefor shall be deemed Additional Rental and be
collectible as such on the first day of the following month. In no event shall
Landlord be responsible or liable for the failure to supply Tenant or for the
failure of the Tenant to receive, any utility service if such failure is due to
reasons beyond Landlord's control, nor shall Tenant be entitled to any
cessation, abatement, reduction or other offset of Rental in the event of any
failure to receive any utility service.


SIGNS

         18. Tenant may provide, install or maintain any exterior signs on the
roof or in the window; or provide, install or maintain any exterior signs on the
facade or walls of the Building or on any grounds adjacent thereto, provided all
such signs must at all times conform to all applicable rules, regulations, codes
and ordinances of any governmental agencies having jurisdiction thereover. All
such signs shall be provided, installed, maintained and removed at the
termination of the lease, at Tenant's sole cost and expense. Tenant further
agrees that it will not place any advertisements or other type of structure or
obstruction on the


                                      -16-
<PAGE>   18
                                                                    Exhibit 10.8


roof facade or walls of the Building and that it shall not operate any
loudspeaker or other device which can be heard outside of the Premises. In the
event that Landlord or its agents deem it necessary to remove any such signs in
order to paint or make any repairs, alterations or improvements in or upon the
Building or any part thereof, they may be so removed, but shall be replaced at
Landlord's expense when the said repairs, alterations or improvements shall have
been completed. Nothing contained in this Paragraph shall create any obligation
on the part of the Landlord to make any repairs, alterations or improvements.


TAXES.

         19. (a) Tenant covenants and agrees that it shall pay to Landlord, as
Additional Rental, its proportionate share of all real estate taxes,
assessments, added assessments and other governmental charges or substitutes
therefor, foreseen or unforeseen, levied, imposed, assessed or fixed on or
against the Building and land constituting the entire tax lot on which the
Building is constructed or arising from the use, occupancy or possession
thereof, during the Term hereof (hereinafter collectively referred to as the
"Taxes"). The proportionate share of Taxes to be paid by Tenant is set forth in
Paragraph 20 of this lease.

                  (b) Landlord shall have the right to contest in good faith any
such tax, assessment or added assessment and all costs and expenses, including,
but not limited to, all legal fees, shall be deemed to constitute additional
charges for which Tenant shall pay its proportionate share, as set forth in
Paragraph 20 hereof. Tenant shall pay its share of all such costs and expenses,
as Additional Rental, on the first day of the month following demand therefor.
Provided that the Tenant shall have paid its proportionate share of all costs
and expenses in accordance with the provisions of this Paragraph 19(b), Tenant
shall be entitled to the same proportionate share of the net proceeds of any
refund received by the Landlord as a result of such contest. Landlord agrees to
notify Tenant of the filing of any tax appeal or contest, not later than 15 days
prior to the filing deadline for which an such appeal is to be taken.

                  (c) In the event that Landlord shall fail to so notify Tenant,
then and in such event, Tenant shall have the right to contest in good faith any
such tax, assessment or added assessment, at its own cost and expense, provided,
however, that notwithstanding such contest, Tenant at all times: shall when due,
pay its proportionate share thereof; shall comply with all applicable laws,
rules and regulations regarding the payment of taxes; shall not take any action
which would adversely affect, threaten or jeopardize the interest of the
Landlord in the Building or land; shall promptly pay, indemnify and save
Landlord harmless from, all penalties and interest which may be charged or
imposed as a result of or during the pendency of, any such contest. In the event
of any such contest by the Tenant, Landlord agrees to reasonably cooperate and
to execute any necessary papers, provided however, that the same shall be
without any cost or expense to the Landlord. However, nothing herein shall
require the Landlord to withhold the payment of any tax, interest or penalty
otherwise due and owing to, or charged by, the taxing authority.

                  (d) It is further agreed that for the first and last Lease
Years of the Term hereof, the portion of all Taxes, other than such as result
from added assessments, to be paid by the Tenant shall be pro rated, depending
on the proportion which each such Lease Year shall bear to the tax year in which
it falls. The portion of Taxes resulting from added assessments to be paid by
Tenant during the first and last Lease Years of the Term shall be pro rated
depending on the proportion which such Lease Year shall bear to the portion of
the tax year for which the added assessment is charged.

                  (e) If at any time during the Term hereof, pursuant to the
laws of the Municipality, the County of Bergen, the State


                                      -17-
<PAGE>   19
                                                                    Exhibit 10.8


of New Jersey or the United States of America, a tax or excise on rents or other
tax, however described, is levied or assessed by any Municipality, County, State
or Country or any political subdivision thereof, against the Landlord or the
Rental reserved hereunder, or any part thereof, as a substitute, in whole or in
part, for any revenues derived from any tax assessed or imposed by any such
political entity on land and buildings, the Tenant covenants to pay to Landlord,
such sum as shall be necessary to pay and discharge such tax or excise on rents
or other tax, which sum shall be paid to Landlord in the manner herein set forth
for Taxes, provided, however, that the parties shall have the right to contest
said levy in the same manner as provided herein for Taxes.

                  (f) Except as otherwise provided herein, Tenant shall not be
obligated or required hereunder to pay any franchise, excise, corporate, estate,
inheritance, succession, capital levy or transfer tax of Landlord, or any
income, profit or revenue tax upon the income or receipts of Landlord.

                  (g) Tenant shall be responsible for and shall pay prior to the
time when such payment shall be deemed delinquent, all taxes assessed during the
Term against any leasehold interest, or any improvements, alterations,
additions, fixtures or personal property of any nature placed in, on or about
the Premises by the Tenant, whether such tax shall have been levied or assessed
against the Landlord or the Tenant after the Commencement Date or attributable
to Tenant's Work prior to the Commencement Date.


ADDITIONAL CHARGES.

         20. (a) In addition to all other rental charges provided for in this
lease, the Tenant agrees to pay as "Additional Rental," its proportionate share
of:

                           (i) all insurance premium costs incurred by Landlord,
if any, in connection with its obtaining and maintaining of fire, extended
coverage and all risk insurance; rental insurance sufficient to include both
Base Rent and Additional Rental; sprinkler damage insurance; and public
liability insurance, all of which insurance coverages, if maintained, shall be
in such amounts as are maintained by Landlord's comparable buildings and with
such companies as Landlord may deem reasonable or proper;

                           (ii) all costs and expenses incurred by Landlord in
connection with the Landlord's satisfying Tenants obligations for maintenance,
repair and replacements in and to the Leased Premises, in accordance with the
provisions of this Lease, including, all costs occasioned by Landlord in the
event the Tenant elects, pursuant to Sub-Paragraph 10(d), to have Landlord
undertake Tenant's responsibilities

                           (iii) in the event of Tenant electing to have
Landlord undertake its responsibilities pursuant to Sub-Paragraph 10 (d),
management fees for the operation of the Building, at an annual sum equal to
three (3%) percent of the total annual Base Rent for the building; and

                           (iv) Landlord represents that the 1993 estimated
cumulative Additional Rental, if Landlord undertakes Tenants responsibilities as
aforesaid, would be $1.70 per square foot. The items/services included in this
estimate are: real estate taxes, landscape maintenance, snow removal, site
lighting, irrigation, insurance, fire sprinkler alarm, management fees and
miscellaneous exterior repairs and maintenance. If Tenant elects that the
Landlord undertakes its responsibilities under Sub-Paragraph 10 (d), Landlord
agrees to limit increases in the total yearly Additional Rental to a maximum of
five (5%) percent per annum for the above listed items/services provided on a
recurring annual basis. Notwithstanding the foregoing, the aforesaid limitation
shall not apply to (1) increases in the cost of any of the above listed
items/services due to increases in the frequency of the performance of the above
listed items/services (e.g.,


                                      -18-
<PAGE>   20
                                                                    Exhibit 10.8


variation in snow removal costs in any calendar year as a result of excessive
snow falls) , and (2) additional items/services not listed above which may be
reasonably supplied by Landlord during the Term and (3) any items with costs
which are beyond the control of the Landlord (e.g., real estate taxes and
utility rates)

                  (b) It is acknowledged that the total annual Additional Rental
to be paid by the Tenant, pursuant to the provisions of Paragraph 19 and 20 of
this lease, cannot be determined except on an annual basis. It is therefore
agreed that, in addition to the payments of Additional Rental as may be provided
for elsewhere in this lease, the Tenant shall pay the estimated monthly sum set
forth in (10) of the Preamble on account of its Additional Rental obligations
pursuant to the provisions of Paragraphs 19 and 20 of this lease. Said estimated
payments shall be paid in advance, on the first day of each month, and shall be
based on an annual period from January 1 through December 31 during each year of
the Term hereof, and shall be adjusted annually within ninety (90) days
following the conclusion of each such annual period by written notice delivered
by Landlord to Tenant. Said notice shall set forth the total amount of the costs
and expenses incurred by the Landlord for such annual period, the sum which
represents the proportion to be paid by the Tenant, the sum actually paid by
Tenant for such period, and the amount of any required adjustment. Said notice
shall also set forth the estimated monthly payment to be paid by Tenant for the
following annual period.

                  (c) For the first and last Lease Years of the Term hereof, the
portion of Additional Rental to be paid by the Tenant other than for real estate
taxes, shall be pro rated depending on the proportion which each such Lease year
shall bear to the aforesaid annual period in which it falls.


NON-LIABILITY OF LANDLORD

         21. (a) Unless caused by Landlords gross neglect or Willful misconduct,
or the gross neglect or willful misconduct of Landlord's agents, employees,
guests, contractors, licensees, invitees, assignees or successors, Landlord
shall not be liable for any damage or injury which may be sustained by Tenant or
by any other person, as a consequence of the failure, breakage, leakage or
obstruction of the street or sub-surface; or of the water, plumbing, steam,
sewer, waste or soil pipes; or of the roof, walls, drains, leaders, gutters,
valleys, downspouts, or the like; or of the electrical, gas, power, conveyor,
refrigeration, sprinkler, air conditioning or heating systems; or of the
elevators or hoisting equipment; or of any other structural failure; or by
reason of the elements; or resulting from theft or pilferage; or resulting from
fire, explosion or other casualty; or resulting from the carelessness,
negligence or improper conduct on the part of the Tenant, any other tenant, or
of Landlord, their agents, employees, guests, licensees, invitees, subtenants,
assignees or successors; or attributable to any interference with interruption
of or failure, beyond the control of Landlord, of any services to be


                                      -19-
<PAGE>   21
                                                                    Exhibit 10.8


furnished or supplied by Landlord. All property kept, maintained or stored in,
on or at the Premises shall be so kept, maintained Or stored at the sole risk of
the Tenant. Notwithstanding anything Contained herein to the contrary, Landlord
shall remain liable for all latent defects and injury or damage that arise
therefrom.

         22. Intentionally Omitted


RIGHT TO CURE DEFAULT.

         23. In the event Tenant shall fail to comply fully with any of its
obligations hereunder, then Landlord shall have the right, at its option to cure
such breach, at Tenant's expense, upon twenty (20) days' prior written notice to
Tenant, except in cases of emergency (in which event no notice need be given),
and if Tenant shall fail to cure said default within such period, provided
however, that if said default cannot be cured with said period, then Tenant
shall have commenced in good faith to cure such default within said twenty (20)
day period and shall continue to curing thereof diligently thereafter. Tenant
agrees to reimburse Landlord promptly (as Additional Rental) for all costs and
expenses incurred as a result thereof or in connection therewith, together with
interest at an annual rate equal to two (2%) percent above the annual interest
rate extended by Citicorp to its most favored borrowers as of the date on which
the Landlord made such payment and which interest shall commence to run from the
date on which Landlord made any such payment. Any action so taken by Landlord
pursuant to this lease shall not serve to waive or release Tenant from its
performance of any obligation hereunder.


REMEDIES UPON DEFAULT.

         24. (a) In the event Tenant shall:

                           (i) default in the payment of the Rental reserved
herein or in making any other payment herein provided, said default continuing
for a period of ten (10) days after notice of said default; or

                           (ii) default in the observance of any of the other
material terms, covenants and conditions of this lease, which default continues
for thirty (30) days following the delivery of written notice thereof, ; except
that if such default is incapable of cure with thirty (30) days, if the Tenant
has not commenced a cure of the default and is not proceeding diligently to cure
same; or

                           (iii) assign, sublet or permit the Premises to be
occupied by someone other than Tenant, except as herein provided; or

                           (iv) make any assignment for the benefit of
creditors, file a voluntary petition in bankruptcy, be by any court adjudicated
a bankrupt, take the benefit of any insolvency act or be dissolved or
liquidated, voluntarily or involuntarily, or if a receiver or trustee of Tenant
and/or its property shall be appointed in any proceedings or if any Guarantor
hereunder shall cause or suffer any of such events to occur with respect to
itself or;

                           (v) suffer or permit any execution, attachment or
other similar process to issue against Tenant or a substantial portion of its
property or assets, or suffer or permit the Premises to be taken and/or occupied
or attempted to be taken and/or occupied by one other than the Tenant;

         then, upon the happening of any of the events set forth in this
Paragraph, Landlord shall have the right to terminate this lease and the Term
hereof upon not less than ten (10) days' written notice to Tenant, with the same
force and effect as though the date so specified were the date hereinabove first
set forth as the date


                                      -20-
<PAGE>   22
                                                                    Exhibit 10.8


of the expiration of the Term (but Tenant shall remain liable to Landlord as
hereinafter provided), and at the expiration of the period provided in said
notice, the Term hereof and all of the Tenant's right, title and interest
hereunder shall cease and terminate, and Landlord without further notice, may
reenter the Premises, remove the Tenant and its property therefrom, and have
possession and enjoyment of the same, and/or may recover possession thereof as
prescribed by law relating to summary proceedings or otherwise, without any
liability for damages or prosecution therefrom, it being understood that no
demand for the Rental, no reentry for condition broken and no notice to quit or
other notice prescribed by law shall be necessary to enable Landlord to recover
such possession, but that all rights to any such demand, reentry, notice or
other prerequisites are hereby expressly waived by Tenant.

                  (b) In the event of any such default, reentry, expiration
and/or dispossess:

                           (i)the Rental shall become due and be paid up to the
time of such reentry, dispossess and/or expiration, together with such costs and
expenses as Landlord may incur in reacquiring possession of the Premises, for
reasonable legal expenses, attorneys' and brokerage fees, putting or restoring
the Premises in or to good order and altering or preparing the same for
re-rental;

                           (ii) Landlord shall make reasonable efforts, to relet
the Premises or any part or parts thereof, either in the name of Landlord or
otherwise, for a term or terms which may, at Landlord's option be less than or
exceed the period which would otherwise have constituted the balance of the
Term, for such rental and on such terms as Landlord shall deem reasonable;

                           (iii) Tenant, or the legal representatives of Tenant,
shall pay Landlord any deficiency between the Rental hereby covenanted to be
paid and the net amount, if any, of the rents collected on account of any
reletting of the Premises for each month of the period which would otherwise
have constituted the balance of the Term. In computing such sum, there shall be
added to the Rental hereby covenanted to be paid, such expenses of Landlord as
are referred to in subparagraph (b) (i) of this Paragraph. Any such deficiency
shall be paid in monthly installments by Tenant on the first day of each
month, in advance, and any suit brought to collect the amount of the deficiency
for any month shall not prejudice in any way the rights of Landlord to collect
the deficiency for any subsequent month by a similar proceeding or by joining,
consolidating or otherwise including in one action, any and all claims for
subsequent periods;

                           (v) Landlord is hereby granted a lien, in addition to
any statutory lien or right to distrain which may exist, on all personal
property of Tenant in or on the Premises, to secure payment of the Rental and
performance of the terms, provisions, covenants and conditions of this lease.
Landlord shall have the right, as agent of Tenant, to take possession of any
furniture, fixtures or other personal property of Tenant found in or about the
Premises and sell the same at public or private sale and to apply the proceeds
thereof to the payment of any monies becoming due under this lease, Tenant
hereby waiving the benefit of all laws exempting property from execution, levy
and sale on distress or judgment. Tenant agrees to pay all legal expenses,
attorneys' and brokerage fees and all other costs and expenses incurred by
Landlord in exercising its rights hereunder or in Enforcing any of the
obligations of Tenant under this lease.

                  (c) Landlord may make such alterations, repairs replacements
and/or decorations in or on the Premises as it, in its sole judgment, considers
advisable or necessary for the purpose of reletting the Premises; and the making
of such alterations, repairs, replacements and/or decorations shall not operate
or be construed to relieve Tenant from its liability hereunder. Landlord shall
in no event be liable in any way whatever for any failure to


                                      -21-
<PAGE>   23
                                                                    Exhibit 10.8


relet the Premises, or in the event that the Premises are relet, for the
reasonableness of the rental or for the failure to collect any rent under such
reletting.

                  (d) In the event of a breach or threatened breach or violation
by Tenant of any of the covenants, conditions, terms or provisions of this
lease, Landlord shall have the right to obtain an injunction or to invoke any
remedy allowed at law or in equity, without limitation and in addition to, all
rights and remedies herein provided for.

                  (e) No receipt and acceptance of Rental by Landlord from
Tenant after the termination in any manner of this lease, or the performance by
Tenant of any obligation hereunder after the period stated in any notice given
pursuant to this lease, shall reinstate, continue or extend the lease or the
Term thereof, affect any such notice or cure any default theretofore arising
hereunder. No receipt of Rental after the commencement of suit, or after final
judgment for possession of the Premises, shall reinstate, cure, continue or
extend the lease or the Term thereof or affect said suit or said judgment.

                  (f) The rights and remedies of Landlord specified in this
lease, as well as the rights and remedies to which the Landlord is entitled by
law or in equity, are cumulative and are not intended to be exclusive of or
preclude the exercise of any other rights or remedies which may be available to
the Landlord in the event of a breach by Tenant of any provision of this lease.

                  (g) In no event shall the Tenant be entitled to receive all or
any portion of any net surplus monies obtained or received by Landlord either in
connection with any reletting or as a result of the exercise of any other right
or remedy to which Landlord may be entitled.



WAIVER OF REDEMPTION.

         25. Not used in this Lease.


MORTGAGE PRIORITY.

         26. This lease shall be and hereby is made subject and subordinate at
all times to the lien of all ground and underlying leases and to all mortgages
and all advances made thereon which may now or hereafter affect the Building,
and to all increases renewals, modifications, consolidations, participations,
replacements and extensions thereof, irrespective of the time of recording such
lien, without the necessity of any further instrument of subordination. In the
event, however, that Landlord or any lessor or mortgagee desires confirmation of
such subordination, Tenant shall promptly execute and deliver any certificate or
instrument that may be reasonably requested. Tenant's failure to deliver within
a reasonable time any such certificate or instrument shall be deemed a default
hereunder. Tenant shall not have the right to place any lien or encumbrance of
any kind against the Premises, or any of its fixtures, furniture, equipment or
improvements, other than a chattel mortgage on its movable trade fixtures.
Landlord agrees to cause any present mortgagee or holder of any interest in the
Leased Premises to deliver a non-disturbance agreement to Tenant, in their
customary form prior to the date of Delivery of Possession. Further, Landlord
agrees to cause any future ground lessor or mortgagee to deliver a
non-disturbance agreement by each ground lessor and/or mortgagee to Tenant in a
form substantially similar to Exhibit D attached hereto including the asterisk
addition to the foot thereof at or before the closing of the mortgage.




                                      -22-
<PAGE>   24
                                                                    Exhibit 10.8


SURRENDER OF PREMISES.

         27. On the expiration date or sooner termination of the Term, Tenant
shall quit and surrender the Premises to Landlord, in broom-clean good condition
and repair, reasonable wear and tear excepted, as well as all keys to the
Premises, together with all alterations, additions and improvements which may
have been made in, on or to the Premises, except for movable furniture and
equipment, or unattached movable trade fixtures put in at the sole expense of
Tenant. Tenant will not be required to remove any improvements made to the
Premises which have been approved by Landlord, unless Landlord had advised
Tenant of its obligation to do so at the time that Landlord granted its consent.
In the event Landlord had so advised, then Tenant, prior to the end of the Term,
at its sole cost and expense, shall so restore the Premises, remove therefrom
all of its property together with such alterations, additions and improvements
as may have been requested by Landlord, and fix and repair any and all damage or
defacement to the Building and/or lands caused by the installation and/or
removal of alterations, additions, improvements, furniture, equipment, trade
fixtures or any other property. Any or all of such property, alterations,
additions or improvements not so removed, at Landlord's option, shall become the
exclusive property of Landlord or be disposed of by Landlord at Tenant's cost
and expense, without further notice or demand. Tenant shall have the right to
remove its equipment, fixtures, furnishings and improvements affixed to the
Building, all laboratory fixtures and all above standard improvements (whether
or not permanently affixed) at the end of the Lease Term, but shall be obligated
to fix and repair any and all damage or defacement to the Building and/or lands
caused by their installation and/or removal and restore the Premises to a
condition suitable for painting (not meaning "paint ready" as that term is
commonly used) and carpeting (i.e. walls repaired and spackled, floors cleaned
and holes repaired). Tenant's obligation under this Paragraph shall survive the
expiration or sooner termination of the Term.


UNAVOIDABLE DELAYS.

         28. (a) If, as a result of strikes, lockouts, labor disputes, inability
to obtain labor, materials or reasonable substitutes therefor, acts of God,
governmental restrictions, regulations or controls, enemy or hostile
governmental action, civil commotion, insurrection, revolution, sabotage, fire
or other casualty, acts or failure to act by Tenant or any other tenant or other
conditions beyond the control of Landlord, whether prior to or during the Term,
Landlord shall fail punctually to perform any lease obligation, then and in any
of such events, such obligation shall be punctually performed as soon as
practicable after such condition shall abate. In the event that Landlord, as a
result of any such condition, shall be unable to exercise any right or option
within any time limit provided in this lease, such time limit shall be deemed
extended for a period equal to the duration of such condition. The failure of
Landlord to perform any lease obligation for the reasons set forth herein shall
not affect, curtail, impair or excuse this lease or the obligations of Tenant
hereunder.

                  (b) No diminution or abatement of rent, or other compensation,
shall be claimed or allowed for inconvenience or discomfort arising from the
making or repairs or improvements to the Building or to its appliances, or
arising from the construction of or repairs or improvements to, other buildings,
structures, lands or appliances, whether or not the same shall be owned by
Landlord. In respect to the various "services", if any, to be furnished by the
Landlord to the Tenant, it is agreed that there shall be no diminution or
abatement of the rent, or any other compensation, for interruption or
curtailment of such "service", when such interruption or curtailment shall be
due to accident, alterations or repairs necessary to be made or to inability or
difficulty in securing supplies or labor for the maintenance of such "service"
or to some other cause, not gross negligence on the part of the Landlord. No
such interruption or curtailment of any such "service" nor any non-performance
by Landlord pursuant to subparagraph (a) of this Paragraph, shall be deemed a
constructive eviction, nor shall there be any abatement or diminution of rent


                                      -23-
<PAGE>   25
                                                                    Exhibit 10.8


because of making of repairs, improvements or decorations to the Premises after
the date above fixed for the commencement of the Term.


LANDLORD CONSENT.

         29. With respect to any provision hereof which provides for the consent
or approval of Landlord, said consent or approval shall be in writing and shall
not be unreasonably withheld or delayed. Tenant in no event, shall be entitled
to make any claim. All expenses reasonably incurred by Landlord in reviewing and
acting upon any request for consent hereunder, including but not limited to,
reasonable attorneys' and architects' fees, shall be reimbursed by Tenant to
Landlord, shall be deemed to constitute Additional Rental and shall be paid over
to Landlord on the first day of the month following demand therefor.


ESCROW FOR FIT-UP.

         30. (a) Tenant, shall deposit with First Fidelity the sum set forth in
(8) of the Preamble, either in the form of a Letter of Credit, cash, escrow
account or other form of security in a manner reasonably acceptable to First
Fidelity at the closing of the Mortgage (or such later date as First Fidelity
may agree to) in trust for Tenant to be held by First Fidelity for the following
limited purposes: (1) to reimburse First Fidelity for any sums it has paid over
to the Landlord on account of "Landlords Allowance" which have been paid over to
Tenant in the event that (a) the Tenant fails to complete the Tenant's Work in
accordance with the terms of this Lease or (b) the Tenant defaults during the
Lease Term; (2) as security for the Tenant's compliance with Paragraph 47 of
this Lease but only to the extent of any sum paid over to the Landlord by First
Fidelity on account of "Landlord's Allowance" which have been paid over to
Tenant.

                  (b) In the event that Tenant is not in material default of the
terms, provisions, covenants and conditions of this lease, then Tenant shall
have the right to reduce the amount of the escrow deposit by ten (10%) percent
of the original escrow amount per year and any remaining escrow shall be
returned to the Tenant on the expiration of the Term hereof.

                  (c) Tenant shall be entitled to any interest on the aforesaid
escrow deposit held by First Fidelity in a segregated account. Tenant further
covenants that it will not assign or encumber or attempt to assign or encumber
the escrow deposited herein except as permitted under the provisions of
Paragraph 15 hereof, and that neither Landlord nor its successors or assigns
shall be bound by any such assignment, encumbrance, attempted assignment or
attempted encumbrance.

                  (d) It is expressly understood and agreed that the exercise of
any remedy by Landlord for any default on the part of Tenant shall no be deemed
such a termination of this lease as to entitle Tenant to the recovery of said
escrow and said escrow shall be retained and remain in the possession of First
Fidelity as hereinbefore stated.

CERTIFICATION.

         31. Tenant and Landlord each agree, without charge and at any time,
within ten (10) days after written request of the other, to certify by written
instrument duly executed, acknowledged and delivered to the other or any other
person, firm or corporation specified in such request:

                  (a) as to whether this lease has been modified or amended, and
if so the substance and manner of such modification or amendment;



                                      -24-
<PAGE>   26
                                                                    Exhibit 10.8


                  (b) as to the validity and force and effect of this lease;

                  (c) as to the existence of any default thereunder by Landlord
and Tenant;

                  (d) as to the existence of any offsets, counter claims or
defenses thereto on the part of Tenant;

                  (e) as to the commencement and expiration dates of the Term;

                  (f) as to the dates to which Rental payments have been made;

                  (g) as to any other matters as may reasonably be so requested.

         Any such certificate may be relied upon by Landlord and any other
person, firm or corporation to whom the same may be exhibited or delivered, and
the Tenant shall be bound by the contents of such certificate. The Tenant hereby
constitutes and irrevocably appoints the other as its attorney-in-fact to
execute any such instrument or other writing for and on behalf of the Tenant if
Tenant shall fail or refuse to execute the instrument within the aforesaid ten
(10) day period.

         Tenant further agrees to furnish to Landlord at any time, but not more
frequently than once per year, within ten (10) days after written request of
Landlord, a copy of its financial statement for its last full fiscal year,
certified by a corporate officer and prepared by independent Certified Public
Accountants, including, but not limited to, a profit and loss statement.


WAIVER OF TRIAL BY JURY.

         32. It is further agreed by and between the parties hereto that they
shall and do hereby waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other on any
matters whatsoever arising out of or in any way connected with this lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises,
and/or any claim or injury or damage.


QUIET ENJOYMENT.

         33. Landlord covenants and agrees with Tenant that upon Tenant's paying
the Rental and observing and performing all of the terms, provisions, covenants
and conditions on its part to be observed and performed, Tenant may peaceably
and quietly enjoy the Premises during the Term hereof, subject however, to all
of the terms, conditions, covenants and provisions of this lease. In the event
of any breach by Landlord of this covenant, Tenant may, by not less than thirty
(30) days' written notice given to Landlord, cancel this lease, unless within
such thirty (30) day period, Landlord shall have commenced appropriate action to
cure such breach and shall thereafter proceed diligently to cure such breach.
Upon such cancellation, all rights of either party against the other shall cease
and the term shall expire with the same force and effect as if the date of such
cancellation were the date originally fixed herein for the expiration of the
Term.


LANDLORD.

         34. (a) The term "Landlord" as used in this lease means only the owner,
the holder of a lease or the mortgage in possession for the time being of the
Premises, so that in the event of any sale of the land and Building of an
assignment of this lease or any underlying lease, Landlord herein shall be and
hereby is entirely


                                      -25-
<PAGE>   27
                                                                    Exhibit 10.8


freed and relieved of all obligations of Landlord hereunder Provided such
purchaser, assignee or lessee has assumed and agreed in writing to observe and
perform all obligations of Landlord hereunder.

                  (b) Notwithstanding anything herein contained to the contrary,
it is specifically understood and agreed that there shall be no personal
liability on the part of the Landlord, its successors or assigns, with respect
to any of the terms, provisions, covenants and conditions of this lease, and
that Tenant shall look solely to the estate, property and equity of Landlord or
such successor in interest in the Building and subject to the prior rights of
any mortgagee or ground lessee, for the satisfaction of each and every remedy of
Tenant in the event of any breach by Landlord or by such successor in interest
of any of the terms, provisions, covenants and conditions of this lease to be
performed by Landlord, which exculpation of personal liability shall be absolute
and without exception.


NOTICES.

         35. All notices, demands or requests required under the terms of this
lease shall be given in writing by either party to the other and shall be
complete by personal delivery or by mailing such notices by certified or
registered mail, return receipt requested, to the Landlord at the address set
forth hereinabove, and to the Tenant at the Premises, or to such other address
as either party may designate in writing, which notice of change of address
shall be given in the same manner. Copies of any Notice of Default shall be
forwarded to Counsel: Smith, Stratton, Wise, Heher & Brennan, 600 College Road
East, Princeton, NJ 08540, Attn: Richard J. Pinto, Esq.


COVENANTS, EFFECT OF WAIVER.

         36. (a) Every term, condition, agreement or provision set forth in this
lease shall be deemed to also constitute a covenant.

                  (b) The waiver of any term, provisions, covenant or condition
by Landlord shall not be construed as a waiver of a subsequent breach of the
same or any other term, provision, covenant or condition, and the consent or
approval by Landlord to or of any act by Tenant requiring Landlord's consent or
approval shall not be construed to waive or render unnecessary Landlord's
consent or approval to or of any subsequent similar act by Tenant. The failure
of Landlord to insist in any one or more instances upon the strict performance
of any term, condition, provision, covenant or agreement or to exercise any
option or any right hereunder, shall not be construed as a waiver or
relinquishment of the same for the future. The receipt by Landlord of any Rental
payment or the acceptance by Landlord of the performance of anything required to
be performed by this lease, with knowledge of a breach of any term, condition,
provision or covenant of this lease shall not be deemed a waiver of such breach.
No term, condition, provision or covenant of this lease shall be deemed to have
been waived unless such waiver is in writing and signed by Landlord. No payment
by Tenant or receipt and/or acceptance by Landlord of a lesser sum than the
agreed upon Rental shall operate or be deemed or construed to be other than on
account of the earliest Rental then unpaid, nor shall any endorsement or
statement on any check or any letter or writing accompanying any check nor the
acceptance of any check or payment be deemed an accord and satisfaction, and
Landlord may accept such check or payment without prejudice to its right to
recover the balance of any Rental or to pursue any other remedy to which it may
be entitled.


HOLDING OVER.

         37. Any holding over or continued occupancy by Tenant


                                      -26-
<PAGE>   28
                                                                    Exhibit 10.8


after the expiration of the Term of this lease shall not operate to extend or
renew this lease or to imply or create a new lease. In such event, Landlord
shall have the right to immediately terminate the Tenant's occupancy, or to
treat the Tenant's occupancy as a month-to-month tenancy, in which event Tenant
shall continue to pay the Rental charges and shall perform all obligations as
shall be in effect immediately prior to the termination of the Term hereof. In
no event however, shall Tenant be relieved of any liability to Landlord for
damages resulting from such holding over.


REFERENCE.

         38. Wherever herein the singular number is used, the same shall include
the plural, and the masculine gender shall include the feminine and neuter
genders, if applicable. The paragraph headings and captions used herein are for
reference and convenience only. The words "reenter" and "reentry" as used herein
are not restricted to their technical legal meaning.


ENTIRE AGREEMENT.

         39. This lease contains the entire agreement between the parties. No
oral statement or prior written matter shall have any force or effect nor shall
the waiver of any provision of this agreement be effective unless in writing,
signed by the waiving party. Tenant agrees that it is not relying on any
representations or agreements other than those contained in this lease. This
agreement shall not be modified except by a writing executed by both parties,
nor may this lease be cancelled by Tenant except with the written consent of
Landlord, unless otherwise specifically provided herein. The covenants,
provisions, terms conditions and agreements contained in this lease shall bind
the Landlord and Tenant and their respective successors and assigns and shall
inure to the benefit of the Landlord, the Tenant, their respective successors,
the assigns of Landlord and the assigns of Tenant who shall have obtained an
assignment of lease in accordance with the provisions of this lease.


ATTORNMENT.

         40. At the option of the Landlord, a purchaser of the Building, or the
holder of any mortgage or ground lease affecting


                                      -27-
<PAGE>   29
                                                                    Exhibit 10.8

the Premises, Tenant agrees that neither the cancellation nor the termination of
any ground or underlying lease to which this lease is now or may become subject
or subordinate, nor the sale of the Building, nor the foreclosure of any
mortgage affecting the Premises, nor the institution of any suit, action,
summary or other proceeding by Landlord or any mortgagee shall, by operation of
law or otherwise, result in the cancellation or termination of this lease or the
obligations of Tenant hereunder, and Tenant covenants and agrees in such event
to attorn to Landlord or to the holder of such mortgage or ground or underlying
lease or to the purchaser of the Building, whether by foreclosure or otherwise.


REAL ESTATE BROKER.

         41. Landlord and Tenant each represent to the other that it has dealt
with no real estate broker in connection with this lease unless so stated in the
Preamble. Each of Tenant and Landlord agree that if any claims should be made
for commissions by any other broker by reason of any acts of Tenant or Landlord
or its respective representatives, Tenant or Landlord, as the case may be, will
indemnify and save harmless the other from any and all claims, demands! losses,
liabilities, judgments, costs, expenses, attorneys' fees or other damages
resulting from, arising out of, or in connection with that parties acts.
Landlord agrees to pay brokerage commission due in connection with this lease,
if any, to the broker named in the Preamble in accordance with the terms and
conditions of a separate agreement entered into or to be entered into between
the Landlord and said broker.


VALIDITY OF LEASE.

         42. The terms, conditions, covenants and provisions of this lease shall
be deemed to be severable. If any clause or provision herein contained shall be
adjudged to be invalid or unenforceable by a court of competent jurisdiction or
by operation of any applicable law, the same shall be deemed to be severable and
shall not affect the validity of any other clause or provision herein, but such
other clauses or provisions shall remain in full force and effect, unless such
provisions shall relate to any payment of Rental hereunder. In such event,
Landlord, on not less than thirty (30) days written notice to Tenant, shall have
the right to terminate this lease on the date specified in such notice,
whereupon all Rental charges shall be apportioned as of the date of termination
and with the same force and effect as if the lease terminated on the maturity
date set forth herein.


COMMON AREAS.

         43. Not used in this Lease.


REPRESENTATIONS.

         44. Tenant represents that it is a corporation in good standing of the
State of New Jersey, that there are no judgments or suits pending against it,
and that it does not owe any taxes, that         and         are its President
and Secretary respectively, and that they are empowered and authorized to enter
into this lease for and on behalf of the corporation. Tenant agrees to deliver
to Landlord simultaneously with the execution hereof, a certified copy of a
resolution of its Board of Directors authorizing the execution of this lease.


ECRA AND ENVIRONMENTAL LAWS.

         45. (a) the parties hereto recognize that the occupancy and use of the
Premises by the Tenant may be governed by the provisions of the New Jersey
Environmental Cleanup Responsibility Act, N.J.S.A 13:1K-6 et seq. and the
regulations promulgated thereunder (ECRA). As such, subject to Landlord's
obligations


                                      -28-
<PAGE>   30
                                                                    Exhibit 10.8


hereunder, the Tenant hereby covenants that prior to any "closing, terminating
or transferring of Tenant's operations" (as said terms are defined by ECRA) at
the demised Premises, the Tenant shall, at Tenant's own expense, receive from
the Bureau of Industrial Site Evaluation (the "Bureau")of the New Jersey
Department of Environmental Protection and Energy (N.J.D.E.P.E) either:

                         (i) a non-applicability letter;

                        (ii) approval of a negative declaration; or

                       (iii) a non-qualified approval of Tenant's cleanup plan.

         The Tenant shall promptly apply for ECRA approval at least six (6)
months prior to the occurrence of any event that would trigger ECRA
responsibility on the part of the Tenant as herein provided. Landlord shall
cooperate with Tenant in furnishing such information as may be required by
NJDEPE or which is otherwise reasonably required by Tenant in connection with
said approvals.

                  (b) Tenant shall promptly furnish to Landlord true and
complete copies of all documents, submissions and correspondence provided by
Tenant to the Bureau and all documents, reports, directives and correspondence
provided by the Bureau to Tenant. Tenant shall also promptly furnish to Landlord
true and complete copies of all sampling and test results obtained from samples
and tests taken at and around the Premises if any.

                  (c) Tenant shall, at Tenant's own expense, comply with ECRA
and all orders and directives of the Bureau and shall implement and complete all
required cleanups to the satisfaction of the bureau resulting from Tenant's use
and occupancy of the Premises during the term of this Lease.

                  (d) Should the submission of a cleanup plan be required
pursuant to ECRA by reason of a violation of either ECRA or any other
Environmental Law (as hereinafter defined) by the Tenant, its agents, servants,
employees, contractors or invitees, Tenant shall satisfy the minimum financial
security requirements under ECRA, furnish to NJDEPE security satisfactory to
NJDEPE, in the form of a bond or letter of credit issued by a financial surety
authorized to do business in the State of New Jersey, guaranteeing the
performance and completion of Tenant's obligations pursuant to ECRA. The
security furnished by Tenant shall be renewed and kept in force by Tenant, at
Tenant's own expense, until such time as Tenant shall have received final
approval of the cleanup and a release of the financial sureties from NJDEPE.

                  (e) In the event Tenant is unable to obtain either (a) a
non-applicability letter, (b) an approval of a negative declaration or (c) an
approval of a cleanup plan, then Tenant shall, at Tenant's own expense, do
everything necessary in order to obtain an administrative consent order from the
New Jersey Department of Environmental Protection and Energy ("NJDEPE"),
obligating Tenant to comply, at Tenant's own expense, with all requirements of
ECRA, the Bureau and any other division of NDEPE.

                  (f) If ECRA compliance becomes necessary at the Premises due
to any action on the part of Landlord, including, but not limited to, Landlord's
execution of a sale agreement for the Premises, any change in ownership of the
Premises, initiation of bankruptcy proceedings, Landlord's financial
reorganization or sale of the controlling share of the Landlord's assets, the
Landlord shall comply with ECRA t Landlord's own expense, provided however, that
Tenant shall cooperate with Landlord by preparing and filing all documents and
furnishing such information as may be required by NJDEPE or which is otherwise
reasonably required by Landlord in connection with such sale, financing or
transfer of interest.

                  (g)Landlord represents and warrants to Tenant that, to the
best of its knowledge and belief, the Leased Premises are in full compliance
with all Environmental Laws and that there


                                      -29-
<PAGE>   31
                                                                    Exhibit 10.8


is no hazardous substance or waste at the Leased Premises Landlord has received
no notice of any violation of Environmental Laws.

                  (h) The Tenant agrees that it shall not do or omit to do nor
suffer the commission or omission of any act, the commission or omission of
which is prohibited by or may result in liability under any Environmental Law,
including, without limitation, the discharge of petroleum products or other
Hazardous Substances or Wastes (as hereinafter defined). If Tenant or its
agents, servants, employees, contractors or invitees, violates, during Tenants
occupancy, any Environmental Law, Tenant shall, at its sole cost and expense,
undertake any and all remedial measures required and otherwise comply with all
Environmental Laws.

                  (i) If there is any violation of Environmental Laws which
exists on the Possession Date or any violation of Environmental Laws which
occurs thereafter by anyone or any entity other than the Tenant, its agents,
servants, employees, contractors, or invitees, Landlord, at its sole cost and
expense, shall undertake any and all remedial measures required and otherwise
comply with all Environmental Laws.

                  (j) The term "Environmental Laws" as used herein means all
present and future federal, state or local laws, ordinances, rules, regulations,
opinions, orders, directives and policies as the same, from time to time, may be
amended, which relate to the environment, health or worker safety, including,
but not limited to ECRA;the Resource Conservation Recovery Act, 42 U.S.C.
Section 6901 et seq.; the Comprehensive Environmental Response Compensation and
Liability Act, 42 U.S.C. Section 9601 et seq; the Clean Water Act, 33 U.S. C.
Section 1241 et seq. ; the Spill Act; the New Jersey Water Pollution Control
Act, N.J.S.A. 58:10A-1 et seq.; the Water and Community Right to Know Act,
N.J.S.A. 34:5A-1 et seq.; The Spill Compensation and Control Act, N.J.S.A.
58:10-23.11 et seq., and the Occupational Safety and Health Act of 1979, 29
U.S.C. Section 651 et seq. The term "Hazardous Substances or Waste s" as used
herein means any material, waste or other substance, whether solid, liquid or
gaseous, which is defined as a hazardous substance, hazardous waste, toxic
substance or toxic waste in any Environmental Laws.

                  (k) The Tenant shall indemnify, defend and hold the Landlord
harmless from any and all losses of whatever nature including but not limited
to, lost rentals, claims, fines, filing fees, costs, and reasonable counsel,
engineering and other professional or expert fees, that Landlord may sustain as
a result of the Tenant's failure to comply in a timely fashion with the
provisions of this Paragraph 45.

                  (1) The Landlord shall indemnify, defend and hold the Tenant
harmless from any and all losses of whatever nature including, but not limited
to, lost rentals, claims, costs, and reasonable counsel, engineering and other
professional or expert fees, that Tenant may sustain as a result of the
Landlord's failure to comply in a timely fashion with the provisions of this
Paragraph 45.

                  (m) This paragraph shall survive the expiration or earlier
termination of this lease.


OPTION TO RENEW.

         46. The Tenant shall have two (2) five (5) year options to renew this
Lease, by giving the Landlord written notice of its intent to exercise its
option to renew this Lease for the five (5) year term no later than six (6)
months prior to the expiration of the previous term. However, this option shall
be available to Tenant if and only if the Tenant is not in breach of any
material condition or term of this Lease after notice and expiration of the


                                      -30-
<PAGE>   32
                                                                    Exhibit 10.8


applicable period to cure such breach. The terms and conditions of the Lease
shall remain the same except for the payment of Base Rent which shall change
according to the following formula for the renewal period:

                  (a) Ninety (90) days prior to the expiration of the original
term, Landlord and Tenant shall commence negotiations to determine the fair
market value of the leased premises for the renewal term of the lease (the
"FMV"). The FMV shall incorporate any rent concessions which may prevail in the
market at that time. If the parties have not agreed upon the FMV within thirty
(30) days, Landlord and Tenant shall each appoint a real estate appraiser within
thirty (30) days of the end of the first 30-day period to determine the FMV.
Each appraiser shall be a designated MAI appraiser. If either party fails to
timely appoint its appraiser, the appraisal of the more timely appointed
appraiser shall determine the FMV.

                  (b) As soon as practical after appointment, but within thirty
(30) days, each appraiser shall submit an appraisal of the FMV to Landlord and
Tenant. Each shall deliver a copy of the appraisal to the other within three (3)
days of receipt, with a copy to the other appraiser. If the appraisals submitted
are within ten (10%) percent of each other, the average of the two appraisals
shall be the FMV. If the appraisals submitted are not within ten (10%) percent
of each other, within ten (10) days after the submission of the original
appraisals, both appraisers shall jointly select a third appraiser qualified as
stated above, whose appraisal shall be restricted to a determination of the FMV
in an amount neither greater than the higher of the two other appraisals, nor
less than the lower of the two other appraisals. If the two appraisers do not
timely select the third appraiser, Tenant and/or Landlord may seek an order of
the court of competent jurisdiction for the appointment of a third appraiser.
The third appraiser's appraisal shall be averaged with the results of the other
two appraisals and such average shall be the FMV. The FMV so determined shall be
converted to an Annual Base Rent by multiplying the FMV by 95%. The new Annual
Base Rent shall be paid in twelve (12) installments on the first day of each
month commencing on the first day of the first month of the renewal term. If the
foregoing appraisal procedure shall not result in a determination of the FMV
within 90 days after the end of the first 30-day period referred to above,
either party may seek a determination by a court of jurisdiction as to the FMV.

(c) Landlord, at its sole cost and expense, will repaint and recarpet the
Premises (color to be selected by Tenant and quality to be comparable to the
original installation) upon the commencement of the first renewal term.


CANCELLATION OPTION.

         47. Tenant shall have the option to cancel this Lease at the end of the
sixtieth (60th) month by giving written notice to Landlord prior to the fifty
fifth (55th) month of the Lease and by payment of a cancellation penalty to the
Landlord in the amount of One Million One Hundred Forty One Thousand
($1,141,000) Dollars prior to the sixtieth (60th) month of the Lease.


EXPANSION.

         48. If during the term of this Lease Tenant requires additional space
and notifies Landlord in writing of its requirements, Landlord shall respond to
Tenant's request within twenty (20) days with a proposal for leasing such space
which includes a build-out allowance and terms and conditions. If Tenant and
Landlord enter into an expansion agreement which would provide for additional
space to be constructed for Tenant, it shall be conditioned upon Landlord's
ability to expand the building. Landlord shall proceed diligently to obtain the
necessary approvals for the expansion in accordance with the terms of the
aforesaid


                                      -31-
<PAGE>   33
                                                                    Exhibit 10.8


expansion agreement. If Landlord is unable to obtain the necessary approvals for
the expansion within six (6) months of the expansion agreement, then either
party may elect to terminate the expansion agreement.


ENVIRONMENTAL SURVEY.

         49. Tenant shall arrange for an environmental investigation of the
Leased Premises. Upon Tenant's receipt of the results of said investigation,
Tenant shall send Landlord a copy of the report. Notwithstanding anything
contained herein to the contrary, Tenant, at its option, may terminate this
Lease upon written notice to Landlord sent on or before January 27, 1993, in the
event that Tenant, in its sole discretion, is not satisfied with the results of
the environmental report. Termination shall be deemed effective as of the date
of said notice as if said date were the original termination date set forth in
this Lease. Landlord shall immediately return any monies paid to, or deposited
with Landlord, to Tenant. If Tenant has commenced work at the premises, Tenant
shall have the same rights to remove its improvements, fixtures and equipment
and the same obligations to restore the premises as it would otherwise have upon
the termination or expiration of the Lease.


NON-BINDING NATURE OF SUBMITTAL.

         50. It is understood by the Tenant that the submission of this Lease to
the Tenant for execution in no way binds the Landlord to any of the terms or
contents therein unless or until this Lease has been executed by a duly
authorized Partner of the Landlord.


         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals or caused these presents to be signed and sealed by their proper
corporate officers the day and year first above written.


         ATTEST:                    DATE:      RAMSEY ASSOCIATES


                                    1/11/93    By: /s/ Michael E. Laino
         ----------------------     -------       --------------------------
                                                   Michael E. Laino
                                                   A General Partner


         ATTEST:                    DATE:      ALTEON, INC.



         /s/ Elizabeth O'Dell       1/8/93     By: /s/ Kenneth Ludlum
         -----------------------    ------        ------------------------
                                                   V.P. Finance


                                      -32-
<PAGE>   34
                                                                    Exhibit 10.8



                                   ALTEON INC.
                   165 LUDLOW AVE./NORTHVALE, NEW JERSEY 07647
                          201/784-1010 Fax:201/784-1344

                                    EXHIBIT C


November 5, 1992

Mr. Michael Laino
RAMSEY ASSOCIATES
500 Route 17 South
Hasbrouck Heights, New Jersey 07604


RE:      170 WILLIAMS DRIVE
         RAMSEY, NEW JERSEY

Dear Mike:

This letter will serve to confirm the intent of Alteon Inc. to enter into a
lease at 170 Williams Drive, under the following terms and conditions.

BUILDING:                  170 Williams Drive
                           Ramsey, New Jersey

OCCUPANCY:                 November 1, 1993

SPACE REQUIREMENT:         37,000 square feet, subject to the confirmation of
                           measurement by Alteon's architect. Measurement shall
                           be to the outside wall.

INITIAL TERM:              Ten (10) years.

<TABLE>
<CAPTION>
RENTAL RATE:               Months       Base Rent
                           ------       ---------
<S>                        <C>          <C>
                           1-18         $24,736.11 per month
                                        ($8.02 p.s.f./annum)
                           19-30        $28,906.25 per month
                                        ($9.38 p.s.f./ annum)
                           31-120       $44,708.33 per month
                                        (14.50 p.s.f./annum)
</TABLE>

SECURITY DEPOSIT:          Alteon will post either a letter of credit, Security
                           deposit, escrow account or other form of security in
                           a form acceptable to the lending institution
                           financing the improvements in this transaction, in
                           the amount of $1,034,000.

                           Alteon shall have the right, at its option, to reduce
                           the amount of the security by $103,400 at the end of
                           each year of the lease term.


                                      -33-
<PAGE>   35
                                                                    Exhibit 10.8

                                   ALTEON INC.
                   165 LUDLOW AVE./NORTHVALE, NEW JERSEY 07647
                          201/784-1010 Fax:201/784-1344

Mr. Michael Laino
November 5, 1992
Page Two


OPERATING EXPENSES:        Alteon will have the right to operate the building At
                           its own expense, or to have the landlord operate the
                           building. In the event the landlord operates the
                           building, landlord will cap the annual increase on
                           all operating expenses (excluding non-controllable
                           items such as real estate taxes and utilities ) at
                           5%. If the Landlord operates the building, Alteon
                           will pay a management fee of 3% of the annual net
                           rent to the Landlord.

TENANT CONSTRUCTION:       The landlord will contribute $978,500 to Alteon as a
                           cash allowance toward the construction of its tenant
                           space. Any unused portion of this allowance can be
                           converted to cash by Alteon.

                           Alteon shall have the right to competitively bid this
                           project to general contractors and subcontractors for
                           completion of the initial improvements and future
                           alterations over the Initial term of the lease, as
                           long as said contractors and subcontractors are
                           acceptable to the landlord, such acceptance not to be
                           unreasonably withheld. Landlord is encouraged to bid
                           the project. In the event an outside contractor is
                           selected, Landlord's supervisory fee shall be limited
                           to actual and reasonable cost for personnel time and
                           materials.

STRUCTURAL REPAIRS/
IMPROVEMENTS:              Landlord shall be responsible for water tightness and
                           structural repairs to the building not occasioned by
                           the tenant's misuse or failure to properly maintain
                           the premises during the term.

SPACE PLANNING/DESIGN:     Alteon is to receive from the Landlord $1.50 per
                           rentable square foot for space planning and working
                           drawings for the Initial Tanant Improvements.

RENEWAL OPTIONS:           a.       Alteon will receive two (2) five (5) year
                                    renewal options.

                           b.       Option Rental Rate after year ten and year
                                    15 shall be at 95% of the then Fair Market
                                    Value including rent concessions.


                                      -34-
<PAGE>   36
                                                                    Exhibit 10.8


                                   ALTEON INC.
                   165 LUDLOW AVE./NORTHVALE, NEW JERSEY 07647
                          201/784-1010 Fax:201/784-1344

Mr. Michael Laino
November 5, 1992
Page Three


                           c.       Landlord shall provide Alteon an allowance
                                    to repaint and carpet the premises upon the
                                    expiration of the ten (10) year occupancy.

                           d.       Notice for said renewal option is to be
                                    provided by Alteon six (6) months prior to
                                    the expiration of the existing lease. All
                                    other terms and conditions shall remain as
                                    negotiated in the primary lease document.

SIGNAGE:                   Alteon shall have all signage rights which are
                           permitted by existing zoning.

NON-PERFORMANCE BY
LANDLORD:                  If Alteon is unable to occupy the leased premises on
                           the planned occupancy date due to non-performance by
                           Landlord, lease commencement shall be postponed by
                           one day for each day of delay caused by Landlord's
                           non-performance. Any real estate costs Incurred by
                           Alteon due to landlord's non-performance shall be
                           paid by landlord.

SUBLEASE AND ASSIGNMENT:   Alteon will have the right to sublease all or a
                           portion of its space with owner's prior written
                           consent which shall not be unreasonably withheld or
                           delayed. Alteon will have the right to sublease to
                           affiliates or subsidiaries without Landlord's
                           consent. The rights provided to Alteon shall be
                           assignable to any assignee or subtenant. Tenant and
                           Landlord shall divide Equally all profits which may
                           arise out of an assignment or sublet after first
                           deducting all expenses incurred by tenant. The
                           Landlord will not have the right of recapture.

HOLD OVER RENT:            The holdover provision in the lease will state that
                           the hold over rent will be paid at 100% of the then
                           current base rental rate. All other standard
                           provisions shall remain intact.

NON-DISTURBANCE AGREEMENT: A non-disturbance agreement will be provided by the
                           mortgage holder(s) who will be re-financing the
                           building. Alteon will execute a tenant estoppel
                           agreement if requested. The mortgage holder(s) will
                           recognize the tenant and will assume the obligations
                           of the landlord.


                                      -35-
<PAGE>   37
                                                                    Exhibit 10.8


                                   ALTEON INC.
                   165 LUDLOW AVE./NORTHVALE, NEW JERSEY 07647
                          201/784-1010 Fax:201/784-1344

Mr. Michael Laino
November 5, 1992
Page Four

TENANT ELECTRIC:           Electric charges will be paid directly by Alteon to
                           the utility.

CANCELLATION OPTION:       Alteon shall have the option to cancel this lease at
                           the end of the fifth year by giving six (6) months
                           notice to the landlord and paying a cancellation
                           penalty of $1,141,000.

BUILDING FINANCING:        Landlord shall have 30 days from the conclusion of a
                           signed letter of intent to secure a commitment for
                           financing, after which time Alteon, at its option,
                           may elect not to proceed with the transaction.

BASE BUILDING WORK:        Landlord at its own expense, will complete the
                           Following base building work prior to Alteon's
                           Occupancy:

                           a)       install one hydraulic passenger / freight
                                    Elevator

                           b)       install mutually agreeable windows onto the
                                    portion of the lower level which is above
                                    grade

                           c)       screen the items on the roof from view at
                                    The front approach to the building, in a
                                    manner aesthetically consistent with the
                                    Building exterior.

                           d)       Prior to the start of tenant construction,
                                    landlord warrants water leakage problem in
                                    1st floor has been fixed or that landlord
                                    will take steps, to be approved by tenant,
                                    to assure building will be free from water
                                    infiltration in the future.

RESTORATION:               Alteon will not be required to restore the premises
                           to building standard construction or to remove any
                           above-standard improvements that were approved by the
                           Landlord and were completed during initial
                           construction or during the lease term. However,
                           Alteon retains right to remove laboratory fixtures
                           and any other above standard improvements, in which
                           case Alteon will repair any damage created by the
                           removal of fixtures and will leave the space in a
                           condition suitable for painting and carpeting.



                                      -36-
<PAGE>   38
                                                                    Exhibit 10.8


                                   ALTEON INC.
                   165 LUDLOW AVE./NORTHVALE, NEW JERSEY 07647
                          201/784-1010 Fax:201/784-1344

Mr. Michael Laino
November 5, 1992
Page Five

EXPANSION:                 If expansion space is required, Alteon shall have the
                           right to request Landlord to seek site plan approval
                           for expansion of the building. Landlord shall have
                           six (6) months to achieve approvals within the
                           parameters previously established between landlord
                           and tenant.

USE:                       Tenant is a pharmaceutical development company, with
                           certain special needs pursuant to the laboratory
                           space it plans to build out:

                           [ ]    Seven day a week access
                           [ ]    100% fresh air/ducted exhaust for labs
                           [ ]    Acid neutralization tanks at lab drains
                           [ ]    Chemical waste pick-up by contractor
                           [ ]    Radioisotope usage - licensed by NRC
                           [ ]    Radioisotope disposal and pick-up by licensed
                                  contractor
                           [ ]    A standard pharmaceutical animal testing
                                  facility.

BROKERAGE:                 Landlord shall be responsible for any payment due the
                           Edward S. Gordon Company of New Jersey Inc.,
                           ("Broker") as the broker in the transaction, subject
                           to a separate agreement between Landlord and Broker.

This letter of intent is subject to the execution of a mutually satisfactory
lease document, and is subject to the approval of Alteon's Board of Directors.


Sincerely,

/s/ Kenneth Ludlum                            Agreed and Accepted:
------------------                            By: Ramsey Associates
Kenneth Ludlum                                /s/ Michael Laino
Vice President - Finance                      -----------------
                                              Michael Laino - General Partner


cc: David Sherman
    Andrew Kaplan



                                      -37-
<PAGE>   39
                                                                    Exhibit 10.8


EXHIBIT D                                Prepared by:___________________________

                                         Name:_______________________________

Date:________________________________

MORTGAGEE:        FIRST FIDELITY BANK, NATIONAL ASSOCIATION, NEW JERSEY
                  570 Broad Street, Newark, New Jersey 07102
                  Commercial Real Estate Department
                  Attention:____________________________________________________

                  ______________________________________________________________

MORTGAGOR:        Name:_________________________________________________________

LESSEE:           Name:_________________________________________________________

                  Mailing Address:______________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

MORTGAGED         Street Address:_______________________________________________

PREMISES:         Municipality of:______________________________________________

                  County of ______________________________, State of  New Jersey

                  Tax Map Designation: Lot No. ____________ Block No. __________

                  Deed Reference: Date of Deed _________________________________

                  Recorded - Deed Book No. _______________ Page No. ____________
DATE OF
LEASE:            ______________________________________________________________

The Mortgagee and Lessee hereby agree as follows:

1.       STATEMENT OF FACTS.

         1.1      The Lessee has entered into the Lease covering all or a
portion of the Mortgaged Premises.

         1.2      As security for a loan made by the Mortgagee to the Mortgagor,
the Mortgagor has given to the Mortgagee a mortgage dated
__________________________ on the Mortgaged Premises (the "Mortgage").

         1.3      As a condition of making the loan, the Mortgagee has required
that the Lease be subordinated to the loan and terms of the Mortgage and in
exchange for such, the Lessee has requested and the Mortgagee has agreed not to
disturb Lessee's possessory rights in the Mortgaged Premises provided that the
Lessee is not in default under the Lease and that the Lessee attorns to the
Mortgagee or purchaser at the foreclosure sale.

2.       SUBORDINATION OF LEASE.

         The Lease is and shall be subject and subordinate to the Mortgage and
to all renewals, modifications, consolidations, replacements and extensions
thereof, to the full extent of the principal amount and other sums secured
thereby and interest thereon, as though the Mortgage had been executed,
acknowledged, delivered, recorded and properly indexed prior to the execution
and delivery of the Lease.


3.       ATTORNMENT

         3.1      The Lessee agrees that it will attorn to and recognize (i) any
purchaser at a foreclosure sale under the Mortgage; (ii) any transferee who
acquires possession or title to the Mortgaged Premises by deed in lieu of
foreclosure or other means; and (iii) the successors and assignee of such
purchase and/or transferees, as its landlord for the unexpired balance (and any
extensions, if exercised) of the term of the Lease upon the same terms and
conditions set forth in the Lease. Such attornment shall automatically become
effective, without the need for execution of any further instrument by any of
the parties hereto; provided, however, that Lessee will upon request by the
Mortgagee, or any subsequent owner, execute a written agreement whereunder the
Lessee will attorn to the Mortgagee or any subsequent owner, affirm Lessee's
obligations under the Lease and agree to pay all rentals and charges that are or
to become due as they become due to the Mortgagee or such subsequent owner.

         3.2      In the event that the Mortgagee shall succeed to the interest
of the Mortgagor under the Lease, and/or to title to the Mortgaged Premises, the
Mortgagee and the Lessee hereby agree to be bound to one another under all of
the terms, covenants and conditions of the Lease; provided, however, that the
Mortgagee (or any other party acquiring the Mortgaged Premises upon a
foreclosure sale or from the Mortgagee) shall not be (i) liable for any act or
omission at any prior landlord (including the Mortgagor); (ii) liable for the
return of any security deposit to the extent not paid over to the Mortgagee;
(iii) subject to any offsets or defenses which the Lessee might have against any
prior Landlord (including the Mortgagee) (iv) bound by any rent or additional
rent which the Lessee might have paid for more that the current month to any
prior landlord (including the Mortgagor) to the extent not paid over to the
Mortgagee; or (v) bound by any amendment or modification of the Lease made
without its prior express written consent.

         3.3      The Lessee agrees, until any such attornment, not to pay rent
or additional rent under the Lease for more than one month in advance without
the prior express written consent of the Mortgagee.

         3.4      The Lessee shall have no right to appear in any foreclosure
action under the Mortgage.


4.       ACCEPTANCE OF COLLATERAL ASSIGNMENT OF LEASES.

         The Lessee acknowledges notice of and consents to that certain
Assignment of Leases from the Mortgagor to the Mortgagee, dated ______________,
19______. (the "Assignment"). The Lessee agrees with the Mortgagee and the
Mortgagor that, in the event the Mortgagee becomes a mortgagee-in-possession of
the Mortgaged Premises, or otherwise takes title to the Mortgaged Premises, upon
demand or notice as provided in the Assignment, the Lessee shall make payment of
all monies due under the Lease directly to the Mortgagee. Any such payment shall
be made notwithstanding any



                                      -38-
<PAGE>   40
                                                                    Exhibit 10.8

5.       NONDISTURBANCE.

         5.1      Provided the Lessee complies with the Agreement and is not in
default under the Lease in or otherwise commence foreclosure proceedings, the
Mortgagee will not disturb Lessee's possession under the Lease and the Lease
will not be affected or cut off by such proceedings*

         5.2      The Lessee agrees that this Agreement satisfies any condition
or requirement in the Lease relating to the granting of a nondisturbance
agreement.


6.       RIGHT TO CURE DEFAULTS.

         6.1      The Lessee shall promptly notify the Mortgagee by registered
or certified mail, return requested, of the occurrence of any default or

         6.2      If the Mortgagor shall have failed to cure the event of
default within the time provided in the lease, then the Mortgagee shall have an
additional thirty (30) days within which to cure the event of default or if it
cannot be cured with the time such additional time as may be necessary to effect
the cure if within the thirty (30) days the Mortgagee has commenced and it is
diligently pursuing the remedies necessary to cure the event of default
(including, without limitation, the commencement of foreclosure proceedings, if
necessary to affect the cure), in which event the Lease shall not be terminated.


7.       ESTOPPEL CERTIFICATES AND NOTICES.

         7.1      The Lessee shall deliver to the Mortgagee within ten (10) days
of its request, from time to time, certificates as to the continuance of the
Lease in effect, payment of rents thereunder and related matters.

         7.2      The Lessee shall from the date hereof send to the Mortgagee a
copy of any notice or statement required to be sent under the Lease to the
Mortgagor, at the same time such notice is sent to the Mortgagor.


8.       MISCELLANEOUS.

         8.1      Primary Liability. The Lessee represents and warrants that it
is now the sole owner of the leasehold estate created by the Lease and that it
shall not hereafter assign the Lease, except as permitted by the terms thereof,
and that notwithstanding any such assignment or any sublease of the Mortgaged
Promise, the Lessee shall remain primarily liable for the observance and
performance of all of its obligations and agreement under the lease.

         8.2      Modifications. Neither the Lease nor this Agreement may be
amended without the prior express written consent of the Mortgagee.

         8.3      Binding Affect. This Agreement shall inure to the benefit of
the parties hereto, their successors and assigns; provided, however, that (i) in
the event of the assignment or transfer of the interest of the Mortgagee, all
obligations and liabilities of the Mortgagee under this Agreement shall
terminate, and thereupon all such obligations and liabilities shall be the
responsibility of the party to whom Mortgagee's interest is assigned or
transferred; and (ii) the interest of Lessee under this Agreement may not be
assigned or transferred. Nothing contained in this Agreement shall in any way
impair or affect the lien created by the Mortgage, except as specifically set
forth herein.

         8.4      Counterparts. This Agreement may be signed in any number of
counterparts with the same affect as if the signature thereto and hereto were on
the same instrument.

         8.5      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey.

         IN WITNESS WHEREOF, this Assignment has been duly executed and
delivered by the parties on the day and year first above written:

<TABLE>
<S>                                   <C>
WITNESS:                              LESSEE:

-----------------------------         ------------------------------------------
                                      Name:           (Individual)

WITNESS:

-----------------------------         ------------------------------------------
                                      Name            (Individual)


                                      ------------------------------------------
                                              (Corporation or Partnership)
ATTEST:

                                      By:
-----------------------------            ---------------------------------------
                                         Name:
                                         Title:

ATTEST:

                                      By:
-----------------------------            ---------------------------------------
                                         Name:
                                         Title:


(CORPORATE SEAL)

                                      MORTGAGEE:

                                      FIRST FIDELITY BANK, NATIONAL ASSOCIATION
                                      NEW JERSEY

ATTEST:                               By:
                                         ---------------------------------------
                                         Name:
-----------------------------            Title:
(CORPORATE SEAL)
</TABLE>

Mortgagee agrees to immediately recognize and honor all of lessees rights under
the Lease and satisfy Landlord's obligations under the Lease, including use of
insurance proceeds, condemnation proceeds, and delivery of Tenant's Construction
Improvement Allowance.



                                      -39-