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                                                                   EXHIBIT 10.11

            LEASE AGREEMENT (the "Lease"), made March , 2005, between CEDAR
BROOK 7 CORPORATE CENTER, L.P., 1000 Eastpark Blvd., Cranbury, New Jersey 08512,
"Landlord"; and VALERA PHARMACEUTICALS, INC., having an office at 8 Clarke
Drive, Cranbury, NJ 08512, "Tenant".


                             W I T N E S S E T H :

            WHEREAS, the Landlord intends to lease to the Tenant a portion of 7
Clarke Drive ("Building") constituting a portion of the office/industrial park
known as Cedar Brook Corporate Center ("Office Park"); and

            WHEREAS, the portion of the Building to be leased to Tenant is
currently occupied by another tenant who will be vacating the space; and

            WHEREAS, the Tenant will have no liability for any obligations of
the vacating tenant; and

            WHEREAS, Tenant is leasing three other spaces in 8 Clarke Drive
under separate lease agreements and amendments, the current terms of which will
be extended to become co-terminus with this Lease; and

            WHEREAS, the parties hereto wish to mutually define their rights,
duties and obligations in connection with the Lease;

            NOW THEREFORE, in consideration of the promises set forth herein,
the Landlord leases unto the Tenant and the Tenant rents from the Landlord the
leased premises described in Paragraph 1, and the Landlord and Tenant do hereby
mutually covenant and agree as follows:

      1.    LEASED PREMISES

            The leased premises shall consist of 21,274 rentable square feet of
office and laboratory space ("Leased Premises") as measured from outside of
exterior walls to center line of common walls, together with all improvements
currently existing (the "Existing Improvements") for the use of the Tenant, and
all easements, tenements, appurtenances, hereditaments, rights and privileges
appurtenant thereto. Tenant shall also have the right to use all common areas of
the Office Park in a similar manner as other Office Park tenants.


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      2.    TERM OF LEASE

            2.1 The term of the Lease shall be 10 years, to commence on the
Commencement Date and to end on the day before the 10th anniversary of the
Commencement Date. The term "Commencement Date" shall mean the first day of the
month following the date that Landlord notifies Tenant in writing that the prior
tenant has vacated the Leased Premises. The Commencement Date is projected to be
between mid March and mid April, 2005. During any period of partial monthly
occupancy prior to the Commencement Date, Rent from such day until the first day
of the following month shall be prorated (at a rate of 1/30th of the monthly
Rent per day), and all other terms and conditions of this Lease shall apply
during such partial period.

            2.2 Tenant currently occupies three separate spaces in 8 Clarke
Drive, pursuant to separate leases and amendments with distinct terms (the
"Existing Leases"). At the Commencement Date of this Lease, Landlord shall use
its best efforts to cause Cedar Brook Corporate Center, L.P., the owner of 8
Clarke Drive and landlord under the Existing Leases, to modify all three
Existing Leases to extend their current terms to be co-terminus with the term of
this Lease. The rental rates, renewal options and other terms and conditions of
the Existing Leases shall remain as written.

      3.    TENANT IMPROVEMENTS

            3.1 The Tenant agrees to accept the Leased Premises free of debris
and broom clean, but otherwise in its "as is" condition one day after the
Landlord notifies it that the space is available. The Leased Premises shall be
delivered to Tenant with certain personal property left by the prior tenant, all
of which shall belong to the Landlord ("Landlords's Personal Property"), but
which Tenant shall have the right to use during the term of this Lease. Promptly
following Landlord's notice that the Leased Premises is available, Landlord and
Tenant shall meet at the Leases Premises for the purpose of inventorying
Landlord's Personal Property, which is anticipated to include desks, office
tables, side chairs, cubicles, credenzas, conference room tables, lunch room
tables, chairs and appliances, telephone system, fixtures, laboratory benches
and laboratory hoods. In the event Tenant requires any alterations, additions,
improvements or other construction ("Tenant Improvements") to be performed at
the Leased Premises after the Commencement Date, such construction shall be
performed by Landlord and Tenant shall be responsible for all of the costs of
such construction.


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      4.    RENT

            4.1 Tenant shall pay, as rent for the Leased Premises, the
following:

                  (a) From the day following Landlord's notification that the
Leased Premises are vacant until June 30, 2005 an annual base rent per square
foot of $24.28, payable monthly in the sum of $43,044.39 ("Base Rent").

                  (b) From July 1, 2005 until June 30, 2010 an annual base rent
per square foot of $25.28 for an aggregate annual Base Rent of $537,806.72,
payable monthly in the sum of $44,817.23.

                  (c) Commencing July 1, 2010, and continuing until the
expiration of the Lease, an annual base rent per square foot of $33.28 for an
aggregate annual Base Rent of $707,998.72, payable monthly in the sum of
$58,999.89.

                  (d) The annual Base Rent shall be payable in advance in equal
monthly installments on the first day of each calendar month.

            4.2 Tenant shall pay the following which shall be referred to herein
as "Additional Rent":

                  (a) A fixed fee per square foot for the Common Area Expenses
(as hereafter defined).

                  (b) Its proportionate share of the real estate taxes
("Proportionate Share"), which shall be adjusted as of each January 1st during
the term, as necessary, based on the relationship between the rentable square
footage of the Leased Premises to the rentable square footage of building
construction completed and occupied in the Office Park .

                  (c) Any other charges as provided in this Lease. The Base Rent
and Additional Rent shall be referred to hereafter as "Rent".

            4.3 Tenant covenants to pay the Rent in lawful money of the United
States which shall be legal tender for the payment of all debts, public and
private, at the time of payment. Such Rent shall be paid to Landlord at its
office address hereinabove set forth, or at such other place as Landlord may,
from time to time, designate by notice to Tenant.

            4.4 The Rent shall be payable by Tenant without any set-off or
deduction of any kind or nature whatsoever and without notice or demand. All
increases required to be paid as Rent in


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accordance with this Lease, shall be paid to Landlord within 10 days following
the giving of notice hereof by Landlord of such increases.

      5.    PARKING AND USE OF EXTERIOR AREA

            The Tenant shall have the right to use parking spaces on a
non-exclusive basis in common with other tenants of the Building. Landlord
reserves the right to allocate specific parking spaces if it chooses. The
Landlord and Tenant mutually agree that they will not block, hinder or otherwise
obstruct the access driveways and parking areas so as to impede the free flow of
vehicular traffic on the property. In connection with the use of the loading
platforms, if any, Tenant agrees that it will not use the same so as to
unreasonably interfere with the use of the access driveways and parking areas.
Tenant shall not store trailers or other vehicles on any portion of the access
driveways or parking areas, and may not utilize any portion of the land or
Building outside of the Leased Premises for any purpose unless consented to in
advance by Landlord.

      6.    USE

            The Tenant covenants and agrees to use and occupy the Leased
Premises only as office and laboratory space, which use is expressly subject to
all applicable zoning ordinances, rules and regulations of any governmental
instrumentalities, boards or bureaus having jurisdiction thereof. Tenant's use
of the Leased Premises shall not interfere with the peaceable and quiet use and
enjoyment by other tenants at their respective leased premises located at the
Building or in the Office Park, nor shall Tenant's activities cause Landlord to
be in default under its leases with such other tenants.

      7.    REPAIRS AND MAINTENANCE

            7.1 Tenant shall generally maintain and repair the Leased Premises,
in a good and workmanlike manner, and shall, at the expiration of the term,
deliver the Leased Premises in good order and condition, damages by fire or
casualty, the elements and ordinary wear and tear excepted. Tenant covenants and
agrees that it shall not cause or permit any waste, damage or disfigurement to
the Leased Premises, or any overloading of the floors. Tenant shall maintain and
make all repairs to the floor surface, plumbing and electrical systems including
all ballasts and fluorescent fixtures located within the Leased Premises, and
the entire HVAC system. Landlord shall be responsible for repairs necessary to
the roof, exterior load-bearing walls, and electric and plumbing systems to the


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point where they enter the Leased Premises, unless repair is necessitated by any
act of Tenant, or its agents, employees or contractors.

            7.2 The Tenant shall, at its own cost and expense, pay all utility
meter and service charges, including telephone, cable service, gas and electric
servicing the Leased Premises. Landlord shall have the option to install, at its
own cost, a separate water meter and invoice Tenant directly for its water/sewer
usage. The Tenant agrees to maintain the Leased Premises at a minimum
temperature of 45 degrees and no higher than 78 degrees. Tenant shall not store
any items outside the Leased Premises, and shall deliver its garbage and
recyclables to the central receiving area on the lot. Tenant shall dispose of
all hazardous/medical waste with an approved hauler at its own cost.

            7.3 Landlord does not warrant that any services Landlord or any
public utilities supply will not be interrupted. Services may be interrupted
because of accidents, repairs, alterations, improvements or any other reason
beyond the reasonable control of Landlord.

      8.    COMMON AREA EXPENSES, TAXES AND INSURANCE

            8.1 The Tenant shall pay to the Landlord, monthly, as Additional
Rent the amounts set forth herein for the following items all of which shall be
known as Common Area Expenses:

                  (a) In consideration of the costs incurred by the Landlord for
the operation, maintenance or repair of the Office Park ("Operating Costs"), an
amount fixed at $1.97/square foot for the year 2005 and increased by 3% each
January 1st commencing on January 1, 2006 ("Operating Costs") including, without
limitation, the following items:

                    (1)   lawns and landscaping;

                    (2)   standard water usage and standby sprinkler charges;

                    (3)   exterior and interior common area Building lighting;

                    (4)   exterior sewer lines;

                    (5)   exterior utility lines;

                    (6)   repair and maintenance of any signs serving the Office
                          Park;

                    (7)   snow removal;

                    (8)   standard garbage disposal and recycling;

                    (9)   general ground maintenance;


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                    (10)  parking lot, driveways and walkways;

                    (11)  maintenance contracts for the roof;

                    (12)  pest control;

                    (13)  central station monitoring for fire sprinkler system;
                          and

                    (14)  other ordinary maintenance expenses normally incurred
                          by Landlord relating to the Building and common areas
                          of the Office Park;

            The $1.97/square foot, as increased annually, shall include the cost
of the annual insurance premiums charged to the Landlord for insurance coverage
which insure the buildings in the Office Park. The insurance shall be for the
full replacement value of all insurable improvements with any customary
extensions of coverage including, but not limited to, vandalism, malicious
mischief, sprinkler damage and comprehensive liability, and insurance for one
year's rent. The Landlord shall maintain said insurance in effect at all times
hereunder. Any increase in the insurance premiums due to a change in rating of
the Building which is solely attributable to Tenant's use, or due to special
Tenant equipment, shall be paid entirely by the Tenant. Tenant expressly
acknowledges that Landlord shall not maintain insurance on Tenant's furniture,
fixtures, machinery, inventory, equipment or other personal property. Tenant
shall at all times, at its own cost and expense, carry sufficient "All Risk"
property insurance on a replacement cost basis to avoid any coinsurance
penalties in applicable policies on all of Tenant's furniture, furnishings,
fixtures, machinery, equipment and installations as well as on any alterations
or improvements made to the Leased Premises by Tenant at its own cost and
expense subsequent to the Commencement Date. Such coverage is to include
property undergoing additions and alterations, and shall cover the value of
equipment and supplies awaiting installations. On an annual basis, Tenant shall
furnish Landlord with certificates of the existence of such insurance; and

                  (b) Tenant's Proportionate Share of the real estate and
personal property taxes assessed against the Office Park for land, building and
improvements, along with any levy for the installation of local improvements
affecting the Office Park assessed by any governmental body having jurisdiction
thereof, which taxes and levies are estimated to be $1.50/square foot for 2005,
provided, however, that Tenant shall be entitled to Tenant's Proportionate Share
of any refund obtained by Landlord with respect to any taxes. The real estate
tax obligation of the Tenant shall


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include any tax or imposition for parking lot usage which may be levied by any
governmental body having jurisdiction thereof. In addition to its Proportionate
Share of the above items, Tenant shall pay directly all real estate taxes
assessed by the municipality on its Tenant Improvements. Anything in this
Section 8.1(b) or elsewhere in this Lease to the contrary notwithstanding,
Tenant shall not be obligated to pay any part of (1) any taxes on the income of
the Landlord or the holder of an underlying mortgage and any taxes on the income
of the lessor under any underlying lease, (2) any corporation, unincorporated
business or franchise taxes, (3) any estate gift, succession or inheritance
taxes, (4) any capital gains, mortgage recording or transfer taxes, (5) any
taxes or assessments attributable to any sign attached to, or located on, the
Building or the land or (6) any similar taxes imposed on the Landlord, the
holder of any underlying mortgage or the lessor under any underlying lease; and

                  (c)   A management fee of 3% of the Tenant's Base Rent.

            8.2 Tenant's obligation to pay Common Area Expenses for any calendar
year, part of which falls within the term of this Lease and part of which does
not, shall be appropriately prorated.

            8.3 If at any time during the term of this Lease the method or scope
of taxation prevailing at the commencement of the lease term shall be altered,
Tenant's Proportionate Share of such substituted tax or imposition shall be
payable and discharged by the Tenant in the manner required pursuant to the law
which shall authorize such change.

            8.4 The Tenant covenants and agrees that it will, at its sole cost
and expense, carry liability insurance covering the Leased Premises in the
minimum amount of $1,000,000.00 per accident for 1 person, $3,000,000.00 per
accident for 2 or more persons, and a minimum amount of $300,000.00 for property
damage. The Tenant shall add the Landlord as an additional insured on such
policy and will furnish Landlord with a certificate of said liability insurance
prior to the Commencement Date and annually thereafter. The certificate shall
contain a clause that the policy will not be canceled except on 10 days written
notice to the Landlord.

            8.5 The parties covenant and agree that the insurance policies
required to be furnished in accordance with the terms and conditions of this
Lease, or in connection with insurance policies which they obtain insuring such
insurable interest as Landlord or Tenant may have in its


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own properties, whether personal or real, shall expressly waive any right of
subrogation on the part of the insurer against the Landlord or Tenant. Landlord
and Tenant each waives all right of recovery against the other, its agents or
employees for any loss, damage or injury of any nature whatsoever to property or
person for which the waiving party is required by this Lease to carry insurance.

      9.    SIGNS

            Landlord will provide a sign monument listing all of the tenants in
the Building. At its sole expense the Tenant shall have the right to install on
the interior doors at the Leased Premises, only such signs as are required by
Tenant for the purpose of identifying the Tenant.

      10.   ASSIGNMENT AND SUBLETTING

            10.1 The Tenant may not assign or sublet the Leased Premises without
Landlord's consent, which shall not be unreasonably withheld, conditioned or
delayed. The Tenant may not assign or sublet the Leased Premises to an existing
tenant in the Office Park or assign or sublease any space in the Office Park
from another tenant, without Landlord's consent, which consent shall be within
the sole discretion of Landlord. Tenant shall advise the Landlord in writing, by
certified mail, return receipt requested of its desire to assign or sublease and
Landlord shall have 40 days from receipt of such notice to notify Tenant whether
it rejects or consents to the assignment or sublease. Landlord shall also have
the option to elect to re-capture the Leased Premises and terminate the Lease.
If Landlord elects to recapture the Leased Premises, Tenant shall surrender the
Leased Premises no later than 90 days after Landlord's written notice of its
election to recapture.

            10.2 The Landlord's consent shall not be required and the terms and
conditions of Paragraph 10.1 shall not apply as to Landlord's right to recapture
if the Tenant assigns or subleases the Leased Premises to a parent, subsidiary,
affiliate or a company into which Tenant is merged or with which Tenant is
consolidated, or to the purchaser of all or substantially all of the assets of
Tenant.

            10.3 In connection with any permitted assignment or subletting, (i)
the Tenant shall pay monthly to the Landlord 50% of any increment in rent
received by Tenant per square foot over the Rent then in effect during the year
of the assignment or subletting, which payment shall be made monthly together
with the required Rent hereunder; and (ii) if Tenant receives any consideration
or value for such assignment or subletting, Landlord shall be paid 50% of any
such consideration or


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value within 10 days after receipt of the same by Tenant. As a condition
hereunder, Tenant warrants and represents to Landlord that it will furnish to
Landlord a copy of all pertinent documents with respect to any such assignment
or subletting so as to establish Tenant's obligation to Landlord hereunder.

            10.4 Except as may otherwise be agreed to by Landlord in writing, in
the event of any assignment or subletting permitted by the Landlord, the Tenant
shall remain and be directly and primarily responsible for payment and
performance of the within Lease obligations, and the Landlord reserves the
right, at all times, to require and demand that the Tenant pay and perform the
terms and conditions of this Lease. In the case of a complete recapture, Tenant
shall be released from all further liability with respect to the recaptured
space. No such assignment or subletting shall be made to any tenant who shall
occupy the Leased Premises for any use other than that which is permitted to the
Tenant, or for any use which may be deemed inappropriate for the Building or
extra hazardous, or which would in any way violate applicable laws, ordinances
or rules and regulations of governmental boards and bodies having jurisdiction.

      11.   FIRE AND CASUALTY

            11.1 In case of any damage to or destruction of any portion of the
Building by fire or other casualty occurring during the term of this Lease (or
previous thereto), which shall render at least 1/3 of the floor area of the
Leased Premises or the building untenantable or unfit for occupancy, which
damage cannot be repaired within 180 days from the happening of such casualty,
using reasonable diligence ("Total Destruction") then the term hereby created
shall, at the option of the Landlord or Tenant, upon written notice to the other
party within 15 days of such fire or casualty, cease and become null and void
from the date of such Total Destruction. In such event the Tenant shall
immediately surrender the Leased Premises to the Landlord and this Lease shall
terminate. The Tenant shall only pay Rent to the time of such Total Destruction.
However, in the event of Total Destruction if neither Landlord nor Tenant shall
elect to cancel this Lease within the 15 day period the Landlord shall repair
and restore the Building to substantially the same condition as it was prior to
the damage or destruction, with reasonable speed and dispatch. The Rent shall
not be accrued after said damage or while the repairs and restorations are being
made, but shall recommence immediately after the Leased Premises are
substantially restored as evidenced by the issuance of a


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CO/CA by municipal authorities. Issuance of a CO/CA shall not relieve Landlord
of its obligations to complete the repairs and restorations of the Building in
order to put the Building in substantially the same condition as it was prior to
the damage or destruction. In any case where Landlord must restore,
consideration shall be given for delays under the Force Majeure paragraph in
this Lease (Paragraph 22). Whether or not this Lease has been terminated as a
result of a casualty, in every instance, all insurance proceeds payable as a
result of damage or destruction to the Building shall be paid to Landlord as its
sole and exclusive property.

            11.2 In the event of any other casualty which shall not be
tantamount to Total Destruction the Landlord shall repair and restore the
Building and the Leased Premises to substantially the same condition as they
were prior to the damage or destruction, with reasonable speed and dispatch. The
Rent shall abate or shall be equitably apportioned as to any portion of the
Leased Premises which shall be unfit for occupancy by the Tenant, or which
cannot be used by the Tenant to conduct its business. The Rent shall recommence
immediately upon substantial restoration of the Leased Premises as evidenced by
the issuance of a CO/CA by municipal authorities. Issuance of a CO/CA shall not
relieve Landlord of its obligations to complete the repairs and restorations of
the Building in order to put the Building is substantially the same condition as
it was prior to the damage or destruction.

            11.3 In the event of any casualty caused by an event which is not
covered by Landlord's insurance policy; the Landlord may elect to treat the
casualty as though it had insurance or it may terminate the Lease. If it treats
the casualty as though it had insurance then the provisions of this paragraph
shall apply. The Landlord shall serve a written notice upon the Tenant within 15
days of the casualty specifying the election which it chooses to make.

            11.4 In the event the Landlord rebuilds, the Tenant agrees, at its
cost and expense, at Landlord's reasonable request, to move or remove any and
all of its equipment, fixtures, stock and personal property in order to permit
Landlord to expedite the construction. The Tenant shall assume at its sole risk
the responsibility for damage to or security of Tenant's equipment, fixtures,
stock and personal property in the event that any portion of the Building area
has been damaged and is not secure.

      12.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS


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            12.1 (a) The Tenant agrees that upon acceptance and occupancy of the
Leased Premises, it will, at its own cost and expense, comply with all statutes,
ordinances, rules, orders, regulations and requirements of the Federal, State
and Municipal governments arising from the operations of Tenant at the Leased
Premises. The Tenant also agrees that it will not commit any nuisance or
excessive noise, and will dispose of all garbage and waste in connection with
its operations so as to avoid unreasonable emissions of dirt, fumes, odors or
debris.

                  (b) The Tenant agrees, at its own cost and expense, to comply
with such regulations or requests as may be required by the fire or liability
insurance carriers providing insurance for the Leased Premises, and the Board of
Fire Underwriters, in connection with Tenant's use and occupancy of the Leased
Premises.

            12.2 In case the Tenant shall fail to comply with all material
provisions of the aforesaid statutes, ordinances, rules, orders, regulations and
requirements then the Landlord may, after 10 days' notice (except for emergency
repairs, which may be made immediately), enter the Leased Premises and take any
reasonable actions to comply with them, at the cost and expense of the Tenant.
The cost thereof shall be added to the next month's Rent and shall be due and
payable as such, or the Landlord may deduct the same from the balance of any sum
remaining in the Landlord's hands. This provision is in addition to the right of
the Landlord to terminate this Lease by reason of any default on the part of the
Tenant. However, in the event that all necessary repairs are made by Tenant, the
initial failure to comply with the aforesaid laws and regulations shall not
constitute an event of default.

            12.3 (a) Tenant expressly covenants and agrees to indemnify, defend
and save the Landlord harmless against any claim, damage, liability, cost,
penalties, or fines which the Landlord may suffer as a result of air, ground or
water pollution caused by the Tenant in its use of the Leased Premises. The
Tenant covenants and agrees to notify the Landlord immediately of any claim or
notice served upon it with respect to any claim that the Tenant is causing air,
ground or water pollution; and the Tenant shall take immediate steps to halt,
remedy or cure any pollution of air, ground or water caused by the Tenant by its
use of the Leased Premises.

                 (b) Landlord expressly covenants and agrees to indemnify,
defend and save the Tenant harmless against any claim, damage, liability, cost,
penalties, or fines which the


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Tenant may suffer as a result of air, ground or water pollution caused by the
Landlord or any past tenant of the Office Park. The Landlord covenants and
agrees to notify the Tenant immediately of any claim or notice served upon it
with respect to any claim that the Landlord or any other tenant of the Office
Park is causing air, ground or water pollution; and the Landlord shall take
immediate steps to halt, remedy or cure any pollution of air, ground or water
caused by the Landlord or any other tenant of the Office Park.

                 (c) Any party providing an indemnification under this Lease
shall have the right to assume full control of the defense against any such
indemnified claim, suit, or demand with the assistance of counsel reasonably
acceptable to the indemnitee, and the indemnitee shall cooperate with the
indemnitor and such counsel in the evaluation and defense thereof, provided that
the indemnitor shall reimburse the indemnitee for its out-of-pocket expenses
(including, without limitation, reasonable attorneys' fees and disbursements) in
connection therewith, which expenses shall not include the time value of the
indemnitee's employees or management. The indemnitee shall not make any
admission of liability or responsibility, enter into any settlement, take any
other action, or incur any expense (except reasonable attorneys' fees) with
respect to any indemnified claim, suit, or demand without the indemnitor's prior
written consent, which shall not be unreasonably withheld or delayed.

            12.4 Tenant expressly covenants and agrees to fully comply with the
provisions of the New Jersey Industrial Site Recovery Act (N.J.S.A. 13:1K-6, et
seq.) "ISRA", and its regulations, as applicable, prior to the termination of
the Lease or at any time that any action of the Tenant triggers the
applicability of ISRA. In particular, the Tenant agrees that it shall comply
with the applicable provisions of ISRA in the event of any "closing, terminating
or transferring" of Tenant's operations, as defined by and in accordance with
the regulations. In the event evidence of such compliance is not delivered to
the Landlord prior to surrender of the Leased Premises by the Tenant to the
Landlord, it is understood and agreed that the Tenant shall be liable to pay to
the Landlord an amount equal to two times the Base Rent then in effect, together
with all applicable Additional Rent from the date of such surrender until such
time as evidence of compliance with ISRA has been delivered to the Landlord, and
together with any costs and expenses incurred by Landlord in enforcing Tenant's
obligations under this paragraph. Evidence of compliance, as used herein, shall


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mean a "letter of non-applicability" issued by the New Jersey Department of
Environmental Protection ("NJDEP"), an approved "negative declaration" or a
"remediation action plan" which has been fully implemented and approved by
NJDEP, or other document evidencing compliance as may then be prescribed by
applicable regulations. Evidence of compliance shall be delivered to the
Landlord, together with copies of all submissions made to the NJDEP, including
any environmental reports, test results and other supporting documentation. In
addition to the above, Tenant agrees to cooperate with Landlord's reasonable
requests in connection with Landlord's compliance with ISRA in the event ISRA is
applicable to any portion of the property of which the Leased Premises are a
part, including, without limitation, requests for any information or
documentation which may be requested by the NJDEP. In the event that any
remediation of the Property is required in connection with the conduct by Tenant
of its business at the Leased Premises, Tenant expressly covenants and agrees
that it shall be responsible for that portion of the remediation which is
attributable to the Tenant's operation. Tenant hereby represents and warrants
that its North American Industrial Classification System ("NAICS") Code is ____.
Except in strict compliance with all governmental rules, regulations and
procedures, Tenant shall not generate, manufacture, refine, transport, treat,
store, handle or dispose of "hazardous substances" as the same are defined under
ISRA and the regulations promulgated pursuant thereto. Tenant hereby agrees that
it shall promptly inform Landlord of any change in its NAICS number and obtain
Landlord's consent for any change in the nature of the business to be conducted
in the Leased Premises. The covenants set forth in this Paragraph 12.4 shall
survive the expiration or earlier termination of the Lease term.

      13.   INSPECTION BY LANDLORD

            The Tenant agrees that the Landlord shall have the right to enter
into the Leased Premises at all reasonable hours for the purpose of examining
the same upon reasonable advance notice of not less than 24 hours (except in the
event of emergency), or to make such repairs as are necessary. Any repair shall
not unduly interfere with Tenant's use of the Leased Premises.

      14.   DEFAULT BY TENANT

            14.1 Each of the following shall be deemed a default by Tenant and a
breach of this Lease:


Initial: Landlord
         Tenant
Lease Version Date: 3-2-05

                                       13
<PAGE>
                  (a)   (1)   filing of a petition by the Tenant for
                              adjudication as a bankrupt, or for reorganization,
                              or for an arrangement under any federal or state
                              statute, except in a Chapter 11 Bankruptcy where
                              the Rent stipulated herein is being paid and the
                              terms of the Lease are being complied with;

                        (2)   dissolution or liquidation of the Tenant;

                        (3)   appointment of a permanent receiver or a permanent
                              trustee of all or substantially all of the
                              property of the Tenant, if such appointment shall
                              not be vacated within 60 days, provided the Rent
                              stipulated herein is being paid and the terms of
                              the Lease are being complied with, during said 60
                              day period;

                        (4)   taking possession of the property of the Tenant by
                              a governmental officer or agency pursuant to
                              statutory authority for dissolution,
                              rehabilitation, reorganization or liquidation of
                              the Tenant if such taking of possession shall not
                              be vacated within 60 days, provided the Rent
                              stipulated herein is being paid and the terms of
                              the Lease are being complied with, during said 60
                              day period;

                        (5)   making by the Tenant of an assignment for the
                              benefit of creditors;

                        (6)   abandonment, desertion or vacation of the Leased
                              Premises by the Tenant; and

                        (7)   failure of the Tenant to move into or take
                              possession of the Leased Premises within 15 days
                              of the Commencement Date.

                  (b) Default in the payment of the Rent herein reserved or any
part thereof, which continues for 10 days.

                  (c) A default in the performance of any other covenant or
condition which this Lease requires the Tenant to perform, for a period of 15
days after notice. However, no default on the part of Tenant shall be deemed to
exist if it diligently commences efforts to rectify same and Landlord is
indemnified against loss or liability arising from the default.

            14.2 In the event of any default set forth above, Landlord may serve
written notice upon the Tenant electing to terminate this Lease upon a specified
date not less than 10 days after the date of serving such notice and this Lease
shall then expire on the date so specified as if that date had been originally
fixed as the expiration date of the term herein granted.


Initial: Landlord
         Tenant
Lease Version Date: 3-2-05

                                       14
<PAGE>
            14.3 In case this Lease shall be terminated due to Tenant's default
as set forth above, Landlord or its agents may, immediately or any time
thereafter, re-enter and resume possession of the Leased Premises or such part
thereof, and remove all persons and property therefrom, either by summary
proceedings or a suitable action or proceeding at law, without being liable for
any damages therefor. No re-entry by Landlord shall be deemed an acceptance of a
surrender of this Lease. However, if the Tenant is in default and vacates the
Leased Premises, or is dispossessed, and fails to remove any property,
machinery, equipment and fixtures or other property within 10 days of the date
Landlord sends a written notice to the last known address of the Tenant, then
the property, machinery, equipment and fixtures or other property left at the
Leased Premises shall, at the option of the Landlord, be conclusively presumed
to be abandoned and may be disposed of by the Landlord without accounting to
Tenant for any of the proceeds, or the Landlord may remove such property and
charge the reasonable cost and expense of removal and storage to the Tenant
before disposing of such property. The Tenant shall be liable for any damage
which it causes in the removal of its personal property from the Leased
Premises.

            14.4 In case this Lease shall be terminated, due to Tenant's default
as set forth above Landlord may relet the whole or any portion of the Leased
Premises for any period equal to or greater or less than the remainder of the
then current term, for any sum which it may deem reasonable, to any tenant which
it may deem suitable and satisfactory, and for any use and purpose which it may
deem appropriate. In connection with any such lease Landlord may make such
changes in the character of the improvements on the Leased Premises as Landlord
may determine to be appropriate or helpful in effecting such lease and may grant
concessions or free rent. Landlord shall make reasonable efforts to relet the
Leased Premises. Landlord shall not in any event be required to pay Tenant any
sums received by Landlord on such reletting of the Leased Premises.

            14.5 In the event this Lease is terminated due to Tenant's default
as set forth above, and whether or not the Leased Premises be relet, Landlord
shall be entitled to recover from the Tenant all Rent due and all expenses,
including reasonable counsel fees, incurred by Landlord in recovering possession
of the Leased Premises, and all reasonable costs and charges for the care of the
Leased Premises while vacant during the unexpired portion of the then current
term, which damages shall be due at such time as they are incurred by Landlord;
and all other damages set forth in this


Initial: Landlord
         Tenant
Lease Version Date: 3-2-05

                                       15
<PAGE>
Paragraph 14 and in Paragraph 15. Without any previous notice or demand,
separate actions may be maintained by Landlord against Tenant from time to time
to recover any damages which have become due and payable to the Landlord without
waiting until the end of the term.

      15.   LIABILITY OF TENANT FOR DEFICIENCY

            In the event that the relation of the Landlord and Tenant terminates
            by reason of

            (a)    a default by the Tenant and the re-entry of the Landlord as
                   permitted herein;

            (b)    by the ejectment of the Tenant by summary proceedings or
                   other judicial proceedings; or

            (c)    after the abandonment of the Leased Premises by the Tenant,

then, in the case of (a), (b) or (c), it is hereby agreed that the Tenant shall
remain liable to pay in monthly payments the Rent and any other charges which
shall accrue. The Tenant expressly agrees to pay, as a portion of Landlord's
damages for such breach of this Lease the difference between the Rent herein and
the rent received from third parties, if any, or the value of any space used by
the Landlord, in the Leased Premises during the remainder of the unexpired term.

      16.   NOTICES

            All notices required by this Lease shall be given either by
certified mail, return receipt requested, or overnight courier, or personal
delivery with receipt, at the address set forth on the first page of this Lease,
and/or such other place as the parties may designate in writing.

      17.   NON-WAIVER BY LANDLORD

            The failure of Landlord to insist upon the strict performance of any
of the terms of this Lease, or to exercise any option contained herein, shall
not be construed as a waiver of any such term or option. Acceptance by Landlord
of performance of anything required by this Lease to be performed, with the
knowledge of the breach of any term of this Lease, shall not be deemed a waiver
of such breach, nor shall acceptance of any amount in a lesser amount than is
due (regardless of any endorsement on any check, or any statement in any letter
accompanying any payment of such amount) be construed either as an accord and
satisfaction or in any manner other than as payment on account of the earliest
Rent then unpaid by Tenant. No waiver by Landlord of any term of this Lease
shall be deemed to have been made unless expressed in writing and signed by
Landlord.

      18.   RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS


Initial: Landlord
         Tenant
Lease Version Date: 3-2-05

                                       16
<PAGE>
            The Tenant may not make alterations, additions or any improvements,
or change the door locks or window coverings, or in any way alter access to the
Leased Premises without the consent of the Landlord, which consent shall not be
unreasonably withheld. Landlord agrees to review any alterations, additions or
improvements proposed by Tenant within 15 days of receipt of plans and
specifications, and advise Tenant of its decision. Any approval given is not
intended to subject the Landlord's property to liability under any lien law.
Tenant shall be responsible for obtaining at its own cost and expense all
licenses, permits and approvals that may be required by any governmental entity
having jurisdiction over the approved alterations, additions or improvements.
Tenant shall furnish to Landlord as-built drawings of any alterations, additions
or improvements which are made.

      19.   NON-LIABILITY OF LANDLORD

            Tenant agrees to assume all risk of damage to its property,
equipment and fixtures occurring in or about the Leased Premises, whatever the
cause of such damage or casualty. Landlord shall not be liable for any damage or
injury to property or person caused by or resulting from steam, electricity,
gas, water, rain, ice or snow, or any leak or flow from or into any part of the
Building, or from any damage or injury resulting or arising from any other cause
or happening whatsoever.

      20.   RESERVATION OF EASEMENT

            Landlord reserves the right, easement and privilege to enter on the
Leased Premises in order to install, at its own cost and expense, any utility
lines and services in connection therewith as may be required by the Landlord.
It is understood and agreed that if such work as may be required by Landlord
requires any interior installation, or displaces any exterior paving or
landscaping, the Landlord shall at its own cost and expense, restore such items,
to substantially the same condition as they were before such work. The Landlord
covenants that the foregoing work shall not unreasonably interfere with the
normal operation of Tenant's business.

      21.   STATEMENT OF ACCEPTANCE

            Upon the delivery of the Leased Premises to the Tenant the Tenant
covenants and agrees that it will furnish to Landlord a statement which shall
set forth the Date of Commencement and the Date of Expiration of the lease term.

      22.   FORCE MAJEURE


Initial: Landlord
         Tenant
Lease Version Date: 3-2-05

                                       17
<PAGE>
            Except for the obligation of the Tenant to pay Rent and other
charges, the period of time during which the Landlord or Tenant is prevented
from performing any act required to be performed under this Lease by reason of
fire, catastrophe, strikes, lockouts, civil commotion, weather conditions, acts
of God, government prohibitions or preemptions or embargoes, inability to obtain
material or labor by reason of governmental regulations, the act or default of
the other party, or other events beyond the reasonable control of Landlord or
Tenant, as the case may be, shall be added to the time for performance of such
act.

      23.   STATEMENTS BY LANDLORD AND TENANT

            Landlord and Tenant agree at any time and from time to time upon not
less than 5 days' prior notice from the other to execute, acknowledge and
deliver to the party requesting same, a statement in writing, certifying that
this Lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified and stating
the modifications), that it is not in default (or if claimed to be in default,
stating the amount and nature of the default) and specifying the dates to which
the Rent and other charges have been paid in advance.

      24.   CONDEMNATION

            24.1 If due to condemnation, (i) more than 15% of the Leased
Premises is taken or rendered untenantable, or (ii) more than 25% of the ground
is taken (including parking areas, but excluding front, side and rear set back
areas) and, in the opinion of either party, said taking unreasonably or unduly
interferes with the use of the Leased Premises, the lease term created shall
terminate from the date when the authority exercising the power of eminent
domain takes or interferes with the use of the Property. The Tenant shall be
responsible for the payment of Rent until the time of surrender. In any event,
no part of the Landlord's condemnation award shall be claimed by the Tenant.
Without diminishing Landlord's award, the Tenant shall have the right to make a
claim against the condemning authority for such independent claim which it may
have.

            24.2 In the event of any partial taking which would not be cause
for, or does not result in the termination of this Lease, but Tenant retains
only a portion of the original Leased Premises after such taking, then the Rent
shall abate in an amount to be mutually agreed upon between the Landlord and
Tenant based on the relationship that the size of the Leased Premises and the
character of the Leased Premises and the Office Park prior to the taking bear to
the size and


Initial: Landlord
         Tenant
Lease Version Date: 3-2-05

                                       18
<PAGE>
character which shall remain after the condemnation. The Landlord shall, to the
extent permitted by applicable law and as the same may be practicable in
relation to the condemnation award received by Landlord, promptly make such
repairs and alterations in order to restore the Leased Premises, Building and
Office Park to a condition substantially similar to the condition existing prior
to the condemnation.

      25.   LANDLORD'S REMEDIES

            25.1 The rights and remedies given to the Landlord in this Lease are
distinct, separate and cumulative remedies, and no one of them, whether or not
exercised by the Landlord, shall be deemed to be in exclusion of any of the
others.

            25.2 In addition to any other legal remedies for violation or breach
of this Lease by the Tenant or by anyone holding or claiming under the Tenant
such violation or breach shall be restrainable by injunction at the suit of the
Landlord.

            25.3 No receipt of money by the Landlord from any receiver, trustee
or custodian or debtors in possession shall reinstate, or extend the term of
this Lease or affect any notice theretofore given to the Tenant, or to any such
receiver, trustee, custodian or debtor in possession, or operate as a waiver or
estoppel of the right of the Landlord to recover possession of the Leased
Premises for any of the causes therein enumerated by any lawful remedy; and the
failure of the Landlord to enforce any covenant or condition by reason of its
breach by the Tenant shall not be deemed to void or affect the right of the
Landlord to enforce the same covenant or condition on the occasion of any
subsequent default or breach.

      26.   QUIET ENJOYMENT

            The Landlord covenants that the Tenant, on paying the Rent and
performing the covenants and conditions contained in this Lease, may peaceably
and quietly have, hold and enjoy the Leased Premises, in the manner of a
multi-tenanted building, for the Lease term.

      27.   SURRENDER OF PREMISES

            On the last day, or earlier permitted termination of the Lease,
Tenant shall quit and surrender the Leased Premises in good and orderly
condition and repair (reasonable wear and tear, and damage by fire or other
casualty excepted) and shall deliver and surrender the Leased Premises to the
Landlord peaceably, together with all Tenant Improvements and the Landlord's
Personal


Initial: Landlord
         Tenant
Lease Version Date: 3-2-05

                                       19
<PAGE>
Property in the Leased Premises at the Commencement Date. The Landlord reserves
the right to require the Tenant at its cost and expense to remove any
alterations or improvements and restore the Leased Premises to the condition
existing on the Commencement Date, normal wear and tear excepted, provided,
however, that Landlord shall advise Tenant at the time such alterations or
improvements are consented to by the Landlord whether or not Tenant will be
required to remove such alterations or improvements at the expiration or
termination of this Lease. In addition, prior to the expiration of the Lease
term the Tenant shall remove all of its tangible property, fixtures and
equipment from the Leased Premises. All property not removed by Tenant shall be
deemed abandoned by Tenant, and Landlord reserves the right to charge the
reasonable cost of such removal and disposal to the Tenant. If the Leased
Premises are not surrendered at the end of the Lease term, the Tenant shall be
liable for double Base Rent under NJSA 2A:42-6, and Tenant shall indemnify
Landlord against loss or liability resulting from delay by Tenant in
surrendering the Leased Premises, including, without limitation any claims made
by any succeeding tenant founded on the delay, and any loss of income suffered
by Landlord. These covenants shall survive the termination of the Lease.

      28.   INDEMNITY

            (a) Anything in this Lease to the contrary notwithstanding, and
without limiting the Tenant's obligation to provide insurance hereunder, the
Tenant covenants and agrees that it will indemnify, defend and save harmless the
Landlord against and from all liabilities, obligations, damages, penalties,
claims, costs, charges and expenses, including without limitation reasonable
attorneys' fees, which may be imposed upon or incurred by Landlord by reason of
any of the following occurring during the term of this Lease:

                  (1) Any matter, cause or thing arising out of Tenant's use,
occupancy, control or management of the Leased Premises and any part thereof.

                  (2) Any negligence on the part of the Tenant or any of its
agents, employees, licensees or invitees, arising in or about the Leased
Premises.

                  (3) Any failure on the part of Tenant to perform or comply
with any of its covenants, agreements, terms or conditions contained in this
Lease.


Initial: Landlord
         Tenant
Lease Version Date: 3-2-05

                                       20
<PAGE>
            Landlord shall promptly notify Tenant of any such claim asserted
against it and shall promptly send to Tenant copies of all papers or legal
process served upon it in connection with any action or proceeding brought
against Landlord.

            (b) Landlord shall hold Tenant harmless from and defend and
indemnify Tenant against any and all third party claims, liabilities or costs
(including court costs and reasonable attorney's fees) for any damage to any
property or any injury to any person occurring in, on or about the Leased
Premises when such injury or damage shall be caused by or arise from, in part or
in whole, (i) the gross negligence or willful misconduct of Landlord, its
agents, servants, employees or invitees; (ii) the conduct or management of any
work performed by the Landlord in the Leased Premises, Building, or Office Park;
or (iii) any breach or default on the part of the Landlord in the performance of
any covenant or agreement to be performed by Landlord pursuant to this Lease.

      29.   BIND AND CONSTRUE CLAUSE

            The terms, covenants and conditions of this Lease shall be binding
upon, and inure to the benefit of, each of the parties hereto and their
respective heirs, successors and assigns. If any one of the provisions of this
Lease shall be held to be invalid by a court of competent jurisdiction, such
adjudication shall not affect the validity or enforceability of the remaining
portions of this Lease. The parties each acknowledge to the other that this
Lease has been drafted by both parties, after consultation with their attorneys,
and in the event of any dispute, the provisions are not to be interpreted
against either party as the drafter of the Lease.

      30.   INCLUSIONS

            The neuter gender when used herein, shall include all persons and
corporations, and words used in the singular shall include words in the plural
where the text of the instrument so requires.

      31.   DEFINITION OF TERM "LANDLORD"

            When the term "Landlord" is used in this Lease it shall be construed
to mean and include only the entity which is the owner of title to the building.
Upon the transfer by the Landlord of the title, the Landlord shall advise the
Tenant in writing by certified mail, return receipt requested, of the name of
the Landlord's transferee. Provided any such transfer and conveyance by the
Landlord is expressly subject to the assumption by the transferee of the
obligations of the Landlord hereunder,


Initial: Landlord
         Tenant
Lease Version Date: 3-2-05

                                       21
<PAGE>
the Landlord shall be automatically freed and relieved from and after the date
of such transfer of title of all personal liability with respect to the
performance of any of the covenants and obligations on the part of the Landlord
herein contained to be performed.

      32.   COVENANTS OF FURTHER ASSURANCES

            If, in connection with obtaining financing for the improvements on
the Leased Premises, the mortgage lender shall request reasonable modifications
in this Lease as a condition to such financing, Tenant will not unreasonably
withhold, delay or refuse its consent thereto, provided that such modifications
do not in Tenant's reasonable judgment increase the obligations of Tenant
hereunder or materially adversely affect the leasehold interest hereby created
or Tenant's use and enjoyment of the Leased Premises, subject to cure in
accordance with Paragraph 14.1(c).

      33.   COVENANT AGAINST LIENS

            Tenant agrees that it shall not encumber, or permit to be
encumbered, the Leased Premises or the fee thereof by any lien, charge or
encumbrance, and Tenant shall have no authority to mortgage or hypothecate this
Lease in any way whatsoever. Any violation of this Paragraph shall be considered
a breach of this Lease.

      34.   SUBORDINATION

            This Lease shall be subject and subordinate at all times to the lien
of any mortgages or ground leases or other encumbrances now or hereafter placed
on the land, Building and Leased Premises without the necessity of any further
instrument or act on the part of Tenant to effectuate such subordination.
However, Tenant agrees to execute such further documents evidencing the
subordination of the Lease to the lien of any mortgage or ground lease as shall
be desired by Landlord within 5 days.

      35.   EXCULPATION OF LANDLORD

            The Landlord's principals shall have no personal obligation for the
payment of any indebtedness or for the performance of any obligation under this
Lease. The performance of Landlord's obligations expressed herein may be
enforced only against the Landlord, the Building and land of which the Leased
Premises are a part, and the rents, issues and profits thereof. The Tenant
agrees that no deficiency judgment or other judgment for money damages shall be
entered by it against the Landlord's principals personally in any action.


Initial: Landlord
         Tenant
Lease Version Date: 3-2-05

                                       22
<PAGE>
      36.   (Intentionally Omitted)

      37.   SECURITY

            Upon execution of this Lease, the Tenant shall deposit with the
Landlord 1-1/2 month's Base Rent as security for the full and faithful
performance of its obligations under this Lease. Upon termination of this Lease,
and providing the Tenant is not in default hereunder and has performed all of
the conditions of this Lease, the Landlord shall return the security deposit to
the Tenant within 30 days of the termination. Tenant covenants and agrees that
it will not assign, pledge, hypothecate, mortgage or otherwise encumber the
security during the term of this Lease. It is expressly understood and agreed
that the Landlord shall not be required to segregate the security.

      38.   BROKERAGE

            The parties mutually represent to each other that Cushman &
Wakefield is the only broker who negotiated and consummated the within
transaction at 7 Clarke Drive, and that neither party dealt with any other
broker in connection with the Lease. In the event either party violates this
representation, it shall indemnify, defend and hold the other party harmless
from all claims and damages. It is agreed that the Landlord shall be
responsible, at its sole cost and expense, to pay the brokerage commission in
connection with this Lease.

      39.   LATE CHARGES

            In addition to any other remedy, a late charge of 1-1/2% per month,
retroactive to the date Rent was due, shall be due and payable, without notice
from Landlord, on any portion of Rent or other charges not paid within 5 days of
the due date.

      40.   PRESS RELEASES

            Landlord shall have the right to announce the execution of this
Lease, the parties hereto, and the real estate brokers involved in such press
releases as Landlord shall deem advisable. In addition, Tenant shall permit
Landlord to use its name and photographs of the Leased Premises (all photographs
being subject to Tenant's prior consent) in Landlord's marketing brochures and
materials, and Tenant agrees to reasonably cooperate with Landlord in such
regard, but at no cost or expense to Tenant.

      41.   WAIVER OF JURY TRIAL


Initial: Landlord
         Tenant
Lease Version Date: 3-2-05

                                       23
<PAGE>
            Landlord and Tenant both irrevocably waive a trial by jury in any
action or proceeding between them or their successors or assigns arising out of
this Lease or any of its provisions, or Tenant's use or occupancy of the Leased
Premises.

      42.   LAWS OF NEW JERSEY

            Without regard to principles of conflicts of laws, the validity,
interpretation, performance and enforcement of this Lease shall be governed by
and construed in accordance with the laws of the State of New Jersey. The sole
and exclusive venue for any dispute between the parties shall be in Middlesex
County, New Jersey.

      43.   OPTION TO RENEW

            Provided the Tenant is not in default hereunder, it has the right to
renew the Lease, for two 5 year periods, to commence at the end of the prior
term of this Lease. The renewal shall be upon the same terms and conditions as
contained in this Lease, except that the Base Rent shall increase by 15% over
the Base Rent in effect as of the last month of the prior term. The option of
the Tenant to renew this Lease is expressly conditioned upon the Tenant
delivering to the Landlord a notice, in writing, by certified mail, return
receipt requested 180 days prior to the date fixed for termination of the
original Lease term.

      IN WITNESS WHEREOF, the parties hereto have executed this document on the
date first above written.

                                    CEDAR BROOK 7 CORPORATE CENTER, L.P. by
                                    its general partner, Corporate 130, Inc.


Date:                               By:
     --------------                     ---------------------------------
                                          A. Joseph Stern    Landlord

                                    VALERA PHARMACEUTICALS, INC.


Date:                              By:
     --------------                     ---------------------------------
                                                             Tenant


Initial: Landlord
         Tenant
Lease Version Date: 3-2-05

                                       24
<PAGE>
                         L E A S E   A G R E E M E N T




BY AND BETWEEN:



                      CEDAR BROOK 7 CORPORATE CENTER, L.P.

                                                      "Landlord"



                  - and -




                          VALERA PHARMACEUTICALS, INC.

                                                      "Tenant"







PREMISES:   7 Cedar Brook Drive
            Cranbury, NJ 08512




DATED:      March 8, 2005
<PAGE>
                               TABLE OF CONTENTS

1.    LEASED PREMISES........................................................1

2.    TERM OF LEASE..........................................................2

3.    TENANT IMPROVEMENTS....................................................2

4.    RENT...................................................................3

5.    PARKING AND USE OF EXTERIOR AREA.......................................4

6.    USE....................................................................4

7.    REPAIRS AND MAINTENANCE................................................4

8.    COMMON AREA EXPENSES, TAXES AND INSURANCE..............................5

9.    SIGNS..................................................................8

10.   ASSIGNMENT AND SUBLETTING..............................................8

11.   FIRE AND CASUALTY......................................................9

12.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS...........................11

13.   INSPECTION BY LANDLORD................................................13

14.   DEFAULT BY TENANT.....................................................14

15.   LIABILITY OF TENANT FOR DEFICIENCY....................................16

16.   NOTICES...............................................................16

17.   NON-WAIVER BY LANDLORD................................................16

18.   RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS..................17

19.   NON-LIABILITY OF LANDLORD.............................................17

20.   RESERVATION OF EASEMENT...............................................17

21.   STATEMENT OF ACCEPTANCE...............................................18

22.   FORCE MAJEURE.........................................................18

23.   STATEMENTS BY LANDLORD AND TENANT.....................................18

24.   CONDEMNATION..........................................................18

25.   LANDLORD'S REMEDIES...................................................19

26.   QUIET ENJOYMENT.......................................................20

27.   SURRENDER OF PREMISES.................................................20

28.   INDEMNITY.............................................................20
<PAGE>
29.   BIND AND CONSTRUE CLAUSE..............................................21

30.   INCLUSIONS............................................................22

31.   DEFINITION OF TERM "LANDLORD".........................................22

32.   COVENANTS OF FURTHER ASSURANCES.......................................22

33.   COVENANT AGAINST LIENS................................................22

34.   SUBORDINATION.........................................................22

35.   EXCULPATION OF LANDLORD...............................................23

36.   (Intentionally Omitted)...............................................23

37.   SECURITY..............................................................23

38.   BROKERAGE.............................................................23

39.   LATE CHARGES..........................................................24

40.   PRESS RELEASES........................................................24

41.   WAIVER OF JURY TRIAL..................................................24

42.   LAWS OF NEW JERSEY....................................................24

43.   OPTION TO RENEW.......................................................24