**Exhibit10.1**

**LEASE** 
**The Science and Technology****Park****at JohnsHopkins**
**Baltimore, Maryland**

LANDLORD

855 N. WOLFE STREET, LLC,
a Delaware limited liability company  
TENANT

CHAMPIONS BIOTECHNOLOGY, INC.,
a Delaware corporation

Dated:  As of January 30, 2009

 

Table of Contents  
Page
ARTICLE 1

RECITALS, DEFINITIONS AND BASE LEASE TERMS

1   
       Section 1.1

       Recitals

1   
       Section 1.2

       Definitions

1   
       Section 1.3

       Base LeaseTerms

3   
ARTICLE 2

PREMISES AND TERM

3   
       Section 2.1

       Premises

3   
       Section 2.2

       AppurtenantRights

4   
       Section 2.3

       Landlord’sReservations

4   
       Section 2.4

       ParkingPasses.

5   
ARTICLE 3

RENT AND OTHER PAYMENTS

6   
       Section 3.1

       Annual FixedRent

6   
       Section 3.2

       UtilityCharges

6   
       Section 3.3

       Above StandardServices

6   
       Section 3.4

       No Offsets

6   
ARTICLE 4

ALTERATIONS

7   
       Section 4.1

       Consent Required forTenant’s Alterations

7   
       Section 4.2

       Ownership ofAlterations

7   
ARTICLE 5

RESPONSIBILITY FOR CONDITION OF BUILDING AND PREMISES

8   
       Section 5.1

       Maintenance of Buildingand Common Areas by Landlord

8   
       Section 5.2

       Maintenance of Premisesby Tenant

8   
       Section 5.3

       Delays inLandlord’s Services

9   
       Section 5.4

       Tenant’sResponsibilities Regarding Hazardous Materials

9   
ARTICLE 6

TENANT COVENANTS

12   
       Section 6.1

       PermittedUses

12   
       Section 6.2

       Laws andRegulations

12   
       Section 6.3

       Rules andRegulations

12   
       Section 6.4

       SafetyCompliance

13   
       Section 6.5

       Landlord’sEntry

13   
       Section 6.6

       Floor Load

13

i 
   
       Section 6.7

       Personal PropertyTax

13   
       Section 6.8

       Assignment andSubleases

14   
ARTICLE 7

INDEMNITY AND INSURANCE

14   
       Section 7.1

       Indemnity

14   
       Section 7.2

       Tenant’sInsurance

14   
       Section 7.3

       Personal Property atRisk

15   
       Section 7.4

       Waiver ofSubrogation

15   
       Section 7.5

       PolicyRequirements

16   
ARTICLE 8

CASUALTY AND EMINENT DOMAIN

16   
       Section 8.1

       Restoration FollowingCasualties

16   
       Section 8.2

       EminentDomain

16   
       Section 8.3

       TemporaryTaking

17   
ARTICLE 9

DEFAULT

17   
       Section 9.1

       Tenant’sDefault

17   
       Section 9.2

       Damages

18   
       Section 9.3

       CumulativeRights

19   
       Section 9.4

       Landlord’s Selfhelp

19   
       Section 9.5

       Enforcement Expenses;Litigation

20   
       Section 9.6

       Late Charges; Intereston Overdue Payments

20   
       Section 9.7

       Landlord’s Rightto Notice and Cure

20   
ARTICLE 10

MORTGAGEES’ RIGHTS

21   
       Section 10.1

       Subordination; EstoppelCertificate

21   
       Section 10.2

       Assignment ofRents

21   
ARTICLE 11

[Intentionally Omitted]

22   
ARTICLE 12

MISCELLANEOUS

22   
       Section 12.1

       Notice ofLease

22   
       Section 12.2

       Notices

22   
       Section 12.3

       Successors andLimitation on Liability

22   
       Section 12.4

       Waivers

22   
       Section 12.5

       Acceptance of PartialPayments of Rent

23   
       Section 12.6

       Interpretation andPartial Invalidity

23   
       Section 12.7

       QuietEnjoyment

23   
       Section 12.8

       Brokerage

23

ii 
   
       Section 12.9

       Surrender of Premisesand Holding Over

23   
       Section12.10

       FinancialReporting

25   
       Section12.11

       No ConsequentialDamages

25   
       Section12.12

       GoverningLaw

25   
       Section12.13

       Signage

26   
       Section12.14

       FutureConstruction

26   
       Section12.15

       Measurement

26   
       Section12.16

       Relocation

26

iii

EXHIBIT A

**-**

Base Lease Terms

EXHIBIT B

**-**

Legal Description

EXHIBIT C**-**1

**-**

Location of Premises

EXHIBIT C**-**2

**-**

Map of the Park **-** Showing Initial Location ofParking

EXHIBIT C**-**3

**-**

Location of Parking

EXHIBIT D

**-**

Work Letter 

EXHIBIT E

**-**

Standard Services

EXHIBIT F

**-**

Rules and Regulations

EXHIBIT G

**-**

Dang Letter

iv 

**LEASE**

RECITALS, DEFINITIONS AND BASE LEASETERMS
       Recitals.  
 
       This Lease (this““Lease”“) is entered into as of this 30th day ofJanuary, 2009 by and between 855 N. Wolfe Street, LLC, a Delaware limitedliability company (the ““Landlord”“) and ChampionsBiotechnology, Inc., a Delaware corporation (the““Tenant”“). 
 
       In consideration of themutual covenants herein set forth, the Landlord and the Tenant do hereby agreeto the terms and conditions set forth in this Lease. 
 
Definitions.  
 
       Certain terms used inthis Lease shall have the meanings set forth below:
 
       "Additional Rent" meansall charges payable by the Tenant pursuant to this Lease other than Annual FixedRent, including without implied limitation any amounts payable to Landlord forseparately submetered utilities and services pursuant to Section 3, anyExcess Costs payable to Landlord pursuant to Exhibit D and any amounts payablefor Parking Passes as set forth in Section 2.4.
 
       "Annual Fixed Rent"**-** See Exhibit A and 3.1.
 
       "Broker" **-**Colliers Pinkard/ROC Realty*,*See Section 12.8.
 
       ““Building”“**-** See Exhibit A.
 
       "Commencement Date:**-** See Exhibit A.
 
       "Common Areas" **-**See Section 2.2.
 
       ““Declarationof Covenants”“ **-** See Section 2.3(c)
 
       "Default Interest Rate"**-** see Section 9.6.
 
       ““ExcusableDelay”“ means any delay in the satisfaction of the conditions inquestion to the extent the same is a consequence of External Causes including,without limitation, any governmental embargo restrictions, or actions orinactions of local, state or federal governments (such as, without limitation,any delays in issuing building permits, certificates of occupancy or othersimilar permits or certificates without the fault of either party).
 
       "External Causes"means, when referring to a party’s responsibilities under this Lease,collectively Acts of God, war, civil commotion, terrorism, fire, flood or othercasualty, strikes or other extraordinary labor difficulties or shortages oflabor or materials or equipment in the ordinary course of trade, extraordinaryweather conditions, government order or regulations or other cause notreasonably within the control of such party, and not due to the fault or neglectof such party.  In no event shall financial inability be deemed to be anExternal Cause.

 
  
       "Landlord’s Work"**-** See Exhibit D.
  
       "Land" means the parcelof land situated in Baltimore, Maryland, described in ExhibitB.
  
       "Landlord’sAddress for Notices"
     
 
 
855 N. Wolfe Street, LLC
 
c/o Forest City Development
 
1130 Terminal Tower
 
50 Public Square
 
Cleveland, Ohio  44113**-**2203
 
Attention:  James Ratner
   
 
 
with copies to:
   
 
 
855 N. Wolfe Street, LLC
 
c/o Forest City Development
 
38 Sidney Street
 
Cambridge, Massachusetts  02139**-**4234
 
Attention:  President
   
 
 
and:
   
 
 
Forest City Commercial Management, Inc.
 
38 Sidney Street
 
Cambridge, Massachusetts  02139**-**4234
 
Attention:  General Manager

       "Lease Year" **-** Aone**-**year period commencing on the Commencement Date (provided, however,that if the Commencement Date does not occur on the first day of a month, thefirst Lease Year shall end on the last of the month in which the anniversary ofthe Commencement Date occurs); each subsequent Lease Year shall consist of onecalendar year beginning on the day immediately following the expiration of theprior Lease Year.
  
       "Park" **-** Thebuildings and associated land located from time to time within the Science andTechnology Park at Johns Hopkins, as such area is depicted onExhibit C-2.
  
       "Parking Passes"- See Exhibit A
  
       "Permitted Uses:- See Exhibit A.
  
       "Premises: - SeeExhibit A.
  
       "Property" - TheLand and the Building.
  
       "Rules and Regulations"- See Section 6.3 and Exhibit F.

2
  
       "SubstantialCompletion" - See Exhibit D.
  
       "Tenant’sOriginal Address" -
   
 
 
Champions Biotechnology, Inc.
 
1820 East Ray Road
 
Chandler, Arizona 85225
   
Attn:  ______________
  
       ““InitialTerm”“ - See Exhibit A.
  
       Base Lease Terms.
 
       The Base Lease Termsare set forth on Exhibit A, attached.

**PREMISES AND TERM** 
             Premises.
 
       The Landlord herebyleases to the Tenant, and the Tenant hereby leases from the Landlord, for theInitial Term, the Premises, which shall be comprised of the space illustrated onExhibit C-1, subject to the exclusion herein below set forth in thisSection 2.1, Landlord’s reservations set forth in Section 2.3, sucheasements, covenants and restrictions as may affect the Property and the termsand conditions of this Lease.  Tenant shall further be subject to any easements,covenants and/or restrictions or other matters of record encumbering the Parkprovided that such any such matters of record arising after the date hereof doesnot prohibit Tenant’s use and occupancy of the Premises for the PermittedUse or materially and adversely affect Tenant’s rights under this Lease.The Tenant acknowledges that, except as expressly set forth in this Lease, therehave been no representations or warranties made by or on behalf of the Landlordwith respect to the Premises, the Building or the Property or with respect tothe suitability of any of them for the conduct of the Tenant’s business oractivities.  The Premises shall exclude common areas and facilities of theProperty, including without limitation exterior faces of exterior walls, theentry, vestibules and main lobby of the Building, first floor elevator lobby andlavatories, the common stairways and stairwells, elevators and elevator wells,boiler room, sprinklers, sprinkler rooms, elevator rooms, mechanical rooms,loading and receiving areas, electric and telephone closets, janitor closets,and pipes, ducts, conduits, wires and appurtenant fixtures and equipment servingexclusively or in common other parts of the Building.  If the Premises at anytime includes less than the entire rentable floor area of any floor of theBuilding, the Premises shall also exclude the common corridors, vestibules,elevator lobby, lavatories, and freight elevator vestibule located on suchfloor.

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             AppurtenantRights.
 
       The Tenant shall have,as appurtenant to the Premises, the nonexclusive right to use in common withothers, subject to the Rules and Regulations (as defined in Section 6.3): (i)the entry, vestibules and main lobby of the Building, the common stairways,elevators, sprinkler rooms, mechanical rooms, electric and telephone closets,and the pipes, sprinklers, ducts, conduits, wires and appurtenant fixtures andequipment serving the Premises in common with others, (ii) common walkways anddriveways situated upon the Land that are necessary or reasonably convenient foraccess to the Building, (iii) access to, and use of in common with other tenantsof, loading and receiving areas and freight elevators, and electrical andtelephone closets, all subject to Rules and Regulations then in effect, and (iv)if the Premises at any time includes less than the entire rentable floor area ofany floor, the common corridors, vestibules, elevator lobby, lavatories, andfreight elevator vestibule located on such floor (collectively, the "CommonAreas").
 
       The Tenant shall have,as appurtenant to the Premises, the parking rights set forth in Section2.4.
 
       The Tenant shall have,as appurtenant to the Premises, the nonexclusive right to use for up to 20 hoursper month, subject to reasonable rules and regulations promulgated by Landlordfrom time to time, the conference rooms in Landlord’s development officesand the kitchenette adjacent thereto (but only in connection with Tenant’suse of the conference rooms) that are made available to certain other tenants inthe Building on a ““first come, first served”“ basis,provided that Tenant shall be responsible for the payment, as Additional Rent,of any incidental third party costs incurred by Landlord in connection withTenant’s use of such spaces (excluding any costs of janitorial services,electricity or other services that are provided by Landlord to the conferencerooms regardless of whether or not they are utilized). 
 
       TheTenant shall have, as appurtenant to the Premises, the nonexclusive right to usethe facilities (the "Facilities") located on the medical campus of TheJohns Hopkins University (the ““University”“) as setforth in the letter dated January 23, 2009 from Chi V. Dang, M.D., Ph.D., ViceDean of Research for the University (the ““DangLetter”“), such Facilities shall include but not be limitedto:  (i) microarray core; (ii) molecular imaging core; (iii) microscopy;(iv) mass spectrometry and proteomics; (v) high throughput biology center,including chemical library cleaning and peptide/protein sequencing; (vi) flowcytometry core; (vii) specialized tools forlarge-scale analysis; (viii) minimally invasivesurgical training center; (ix) biomedical imaging; and (x) Vivarium and MedicalLibrary access including access to a Vivarium by an indoor route.  A copyof the Dang Letter is attached hereto as Exhibit G.  The Tenant and theUniversity will individually negotiate any service agreements.  Landlordshall have no obligation to Tenant with respect to the use of the Facilities.If Tenant is denied access to the Facilities for a period exceeding thirty (30)consecutive days, and such denial of access to the Facilities is within theUniversity’s reasonable control and not due to causes beyond theUniversity’s control such as force majeure or national or stateemergencies, Tenant shall have the right to terminate the Lease within thirty(30) days after providing Landlord a written termination notice,and Tenant shall surrender the Premises on the termination dateprovided in the notice as required under Section 12.9 of theLease.  As of the termination date, Landlord and Tenant shall be relievedfrom all obligations under the Lease, except Landlord’s obligation toreturn any unused portion of the Security Deposit and any other obligations thatexpressly survive the early termination of this Lease.
 
             Landlord’sReservations.  
 
       The Landlord reservesthe right from time to time, without unreasonable interference with theTenant’s use to alter or modify the Common Areas, provided that (i) theLandlord gives the Tenant reasonable advance notice of the Landlord’scontemplated alterations or modifications where they are reasonably likely toimpact Tenant’s use and enjoyment of the Premises, (ii) any such actionsare effected in a good and workmanlike manner, and (iii) such alterations ormodifications do not permanently impair Tenant’s access to the Premises orits practical use and enjoyment thereof.

4
 
       In addition to otherrights reserved herein or by law, Landlord reserves the right from time to time,without unreasonable interruption of Tenant’s use and access to thePremises (and in any event during the existence of an emergency) (i) to makeadditions to or reconstructions of the Building and to install, use, maintain,repair, replace and relocate for service to the Premises and other parts of theBuilding, or either, pipes, ducts, conduits, wires and appurtenant fixtures,wherever located in the Premises, the Building, or elsewhere in the Property,provided that, to the extent practicable such installations, replacements orrelocations in the Premises shall be placed above ceiling surfaces, below floorsurfaces, or to the outside of the interior face of perimeter walls; (ii) toname or change the name of the Building, and (iii) to grant easements and otherrights with respect to the Property.
 
             ParkingPasses. 
 
       The Landlord shallprovide Parking Passes (as defined in Exhibit A) for use by theTenant’s employees in accordance with the provisions of this Section 2.4,and in the locations designated on Exhibit C-2 or such other locationswithin the Park as Landlord reasonably designates by notice to Tenant from timeto time.  The Tenant agrees that it and all persons claiming by, through andunder it, shall at all times abide by the Rules and Regulations with respect tothe use of the parking facilities provided by the Landlord pursuant to thisLease.  The Landlord acknowledges that it is the Landlord’s responsibilityto assure Tenant that holders of Parking Passes who comply with the Rules andRegulations are able to park their motor vehicles in the designated parkingfacilities within the Park.  The Tenant acknowledges that the parking facilitieswithin the Park may be owned by an entity other than Landlord.  In no event areParking Passes transferable other than to the holder, from time to time, of theTenant’s interest under this Lease or a subtenant that has been demisedall or a portion of the Premises in conformity with the requirements of thisLease.  Parking Passes are limited to use by employees of Tenant orTenant’s permitted subtenants.  Landlord, or the entity that owns theparking facilities, shall provide security for the parking facilitiestwenty-four(24) hours a day, seven (7) days a week.
 
       Tenantshall pay for all of its allocated Parking Passes at Landlord’s thencurrent prevailing monthly rate for Parking Passes.  The cost of the ParkingPasses will be subject to an upward adjustment based on market conditions andmay change from time to time; however, all Parking Passes and any additionalparking passes that Tenant may secure on amonth-to-month basis from Landlord, will beavailable at the lowest rate offered to other tenants of the Park in a fair andreasonable manner.  Such payments shall constitute Additional Rent for purposesof the Lease.  Payments under this Section shall be made at the places and timesand subject to the conditions specified for payments of Annual Fixed Rent, or atsuch other places and times as Landlord shall specify in writing.  Withoutlimiting Landlord’s other remedies under the Lease, if Tenant shall failto pay the amounts due for such Parking Passes for more than ten (10) days afternotice of such failure, then Landlord may terminate Tenant’s rights tosuch Parking Passes immediately upon notice by Landlord.
 
       Onthe Commencement Date, Tenant’s Parking Passes will enable the holders ofthe Parking Passes to park in the surface parking lots located in the Park.  Theinitial rate for the Parking Passes for the surface parking lots is $120.00 permonth per Parking Pass.  When structured parking has been completed, theLandlord may require the holders of the Parking Passes to park in the structureparking facilities.
 
             Section2.5******Commencement Date and Term.******
 
             (a)   Commencement Date.  The Commencement Date shall be asset forth on Exhibit A.  If the Commencement Date has not occurred on orbefore May 1, 2009, then Tenant shall have the right to immediately terminatethis Lease by providing written notice to the Landlord.  Landlord shall returnthe Security Deposit, as defined herein, to Tenant within ten (10) days of suchtermination, and both parties shall be released from all obligations hereunder,except those that expressly survive the earlier termination of thisLease.

5 
 
             (b)  Initial Term.     The Initial Term of this Lease shall be asset forth on Exhibit A.  The Initial Term of this Lease shall automaticallyextend at the end of Initial Term for five (5) additional periods of one (1)year each unless Tenant gives the Landlord written notice by certified mail,return receipt requested, of its intention not to renew this Lease at leastninety (90) days prior to the expiration of the Initial Term, or the applicablerenewal term.  The renewal term(s) shall be upon the same terms, covenants andconditions set forth herein with respect to the Initial Term, including interalia, Tenant’s liability for increased rent as described in Exhibit A.All references in this Lease to the ““Term”“ shall beconstrued to mean the Initial Term and the renewal period(s) unless the contextclearly indicates that another meaning is intended.

RENT AND OTHER PAYMENTS 
             AnnualFixed Rent.  
 
       The Annual Fixed Rentapplicable to the Premises during the Term shall be as set forth on ExhibitA.  On the Commencement Date and on the first day of each month thereafter,the Tenant shall pay, without notice or demand, monthly installments of onetwelfth (1/12) of the Annual Fixed Rent in effect in advance for each fullcalendar month of the Term following the Commencement Date and a correspondingfraction of said one twelfth (1/12) for any fraction of a calendar month inwhich the Commencement Date occurs.  
 
             UtilityCharges.
 
       During the Term, theTenant shall pay for the cost of all electricity furnished to the Premises.Tenant shall purchase electricity from the utility service providing electricityto the Building from time to time.  Tenant’s usage and billing shalldepend upon Landlord’s reading of the check meters (or, if not checkmetered, upon the reasonable estimate of Tenant’s usage as determined byLandlord’s engineer) for such service or, if, Tenant’s usage isnon-determinable, based on the proportion of Tenant’s rentable squarefootage compared to other tenants having use of the same utility service.Unless separately metered and paid directly by Tenant, Additional Rent forutilities in the Premises may be estimated monthly by Landlord, based upon theestimate set forth in the preceding sentence, and shall be paid monthly byTenant as billed with a final accounting based upon actual bills following theconclusion of the fiscal year of the Building. 
 
             AboveStandard Services.  
 
       If the Tenant requestsand the Landlord elects to provide any services to the Tenant in addition tothose described in Exhibit E, the Tenant shall pay to the Landlord, asAdditional Rent, the amount billed by Landlord for such services atLandlord’s standard rates as from time to time in effect.  If the Tenanthas requested that such services be provided on a regular basis, the Tenantshall, if requested by the Landlord, pay for such services at their actual costto Landlord, including, without limitation, a reasonable overhead component, atthe time and in the fashion in which Annual Fixed Rent under this Lease ispayable.  Otherwise, the Tenant shall pay for such additional services withinthirty (30) days after receipt of an invoice from the Landlord.
 
             NoOffsets.  
 
       Annual Fixed Rent andAdditional Rent shall be paid by the Tenant without offset, abatement ordeduction except as provided herein.  Without limiting the foregoing,Tenant’s obligation to pay rent shall be absolute, unconditional, andindependent and shall not be discharged or otherwise affected by any law orregulation now or hereafter applicable to the Premises, or any other restrictionon Tenant’s use, or, except as provided in Article 8, any casualty ortaking, or any failure by Landlord to perform or other occurrence; except asexpressly set forth in this Lease, Tenant waives all rights now or hereafterexisting to terminate, quit or surrender this Lease or the Premises or any partthereof, or to assert any defense in the nature of constructive eviction to anyaction seeking to recover rent.  Nothing in this Section 3.4 shall be deemed toprohibit Tenant from bringing a claim for injunctive relief against Landlord orseeking monetary damages in a separate proceeding against Landlord.

6 
 	
ALTERATIONS
             ConsentRequired for Tenant’s Alterations.  
 
       The Tenant shall notmake alterations or additions to the Premises except in accordance withcomplete, coordinated construction plans and specifications therefor firstapproved by the Landlord in Landlord’s sole discretion.  The Tenant shallgive reasonable prior notice to the Landlord of the presence of Tenant’scontractors in the Building and any alterations and changes in and to thePremises which the Tenant intends to undertake, together with a reasonabledescription of the proposed work and such plans and specifications as the Tenanthas therefor.  Neither the Landlord’s failure to object to any proposedalterations or additions, nor the Landlord’s approval of any plans andspecifications furnished by Tenant to Landlord, shall be construed assuperseding in any respect, or as a waiver of Landlord’s right to enforce,the Tenant’s obligation to fulfill all of the terms and conditions of thisLease applicable to any work contemplated thereby.  All alterations andadditions to the Premises shall be designed in reasonable accordance with theBuilding design standards promulgated by Landlord from time to time.
 
             Ownershipof Alterations.  
 
       All alterations andadditions shall be part of the Building and owned by the Landlord; provided,however, that the Landlord may require removal by the Tenant of all or anyportion of any alterations and additions made to the Premises by the Tenant.Upon Tenant’s written request given simultaneously with its request forconsent to any alterations or additions, Landlord will advise the Tenant of suchrequirement for removal prior to the installation of the alteration or additionby the Tenant.  All movable equipment, trade fixtures and furnishings notattached to the Premises shall remain the personal property of the Tenant andshall be removed by the Tenant upon expiration or earlier termination of thisLease.  Notwithstanding anything to the contrary contained in thisSection 4.2, any alterations and additions, equipment, trade fixtures, andfurnishings installed by Landlord, whether or not attached to the Premises,shall be part of the Building and owned by the Landlord, and shall in no eventconstitute the Tenant’s personal property.
 
       Any alterations andadditions, if required to be removed upon the termination or expiration of thisLease as hereinabove provided, shall be removed by the Tenant with reasonablecare and diligence; however Tenant shall not be required to cap off of allutility connections behind the adjacent interior finish, orrestoresuch interior finish to the extent necessary so that thePremises are left with complete wall, ceiling and floor finishes.

7 
 	
RESPONSIBILITY FOR CONDITION OF BUILDING ANDPREMISES 
             Maintenanceof Building and Common Areas by Landlord.  
 
       Except as otherwiseprovided in Article 8, the Landlord shall make such repairs to the foundation,roof, exterior walls (including exterior glass), floor slabs, elevators, basebuilding mechanical and life safety systems (to the extent serving more than onetenant), and any other base structural elements of the Building as may benecessary to keep them in compliance with applicable laws (including, but notlimited to, the Baltimore City Building Code and the Americans with DisabilitiesAct (the ““ADA”“)), in good order, condition and repair,and make such repairs to the mechanical systems and equipment serving theBuilding, except for any mechanical systems and equipment that serve thePremises exclusively (““Tenant’s Dedicated Mechanical Systemsand Equipment”“), and other Common Areas as are necessary to keepthem in good order, condition and repair.  The Landlord shall further performthe services designated as Landlord’s Services on Exhibit E.Subject to Section 7.4, the Tenant shall be responsible for 100% of the cost ofany repair to the Premises, the Building, or the Land caused by the negligenceor misconduct of the Tenant, or any agent, employee or contractor of theTenant.
 
       Landlord will provideeither manned or monitored security of the Building twenty-four (24) hours aday, seven (7) days a week, three hundred sixty-five (365) days a year.Landlord shall install and be solely responsible for the maintenance andoperation of a Building-wide security system for monitoring and access controlat Building entrances and the loading dock(s), with card access controls at theBuilding main entrances, stairwells and service doors.  Tenant shall be providedwith similar access to the Premises, Building and parking areas.  Tenant shallcomply with all rules and regulations relating to security and access to theBuilding imposed by Landlord, including use of key cards security systemsinstalled in the elevators and lobby entrances to the Building.
 
       Subject to Section 7.4,the Tenant shall be responsible for 100% of the cost of any repair to thePremises, the Building, or the Land caused by the negligence or misconduct ofthe Tenant, or any agent, employee or contractor of the Tenant.
 
             Maintenanceof Premises by Tenant.  
 
       The Tenant shall keepand maintain in good order, condition and repair the Premises and every partthereof and all of Tenant’s Dedicated Mechanical Systems and Equipment,reasonable wear and tear and damage by fire or other casualty excepted (providedthat subject to Section 7.4, the Landlord shall be responsible for damage causedby the fault or neglect of the Landlord, or the Landlord’s agents,employees or contractors), excluding those repairs for which the Landlord isresponsible pursuant to Sections 5.1, 8.1 and 8.5.  The Tenant shall not permitor commit any damage (waste), and the Tenant shall, subject to Section 7.4, beresponsible for the cost of repairs which may be made necessary by reason ofdamage to the Property caused by the negligence or misconduct of the Tenant, orany of the contractors, employees, or agents of the Tenant.  Tenant’sDedicated Mechanical Systems and Equipment, and all other systems and equipment,shall be maintained in good order, condition and repair consistent withprevailing standards at comparable first class leased biotechnology facilities,reasonable wear and tear, damage by fire or other casualty, and subject toSection 7.4, damage caused by the fault or neglect of the Landlord, or theLandlord’s agents, employees, or contractors excepted.
 
             Delaysin Landlord’s Services.  
 
       The Landlord shall notbe liable to the Tenant for any compensation or reduction of rent by reason ofinconvenience or annoyance or for loss of business arising from the necessity ofthe Landlord or its agents entering the Premises for any purposes authorized inthis Lease, or for repairing the Premises or any portion of the Building.  Incase the Landlord is prevented or delayed from making any repairs, alterationsor improvements, or furnishing any services or performing any other covenant orduty to be performed on the Landlord’s part, by reason of any ExternalCause, the Landlord shall not be liable to the Tenant therefor, nor, except asexpressly otherwise provided in this Lease, shall the Tenant be entitled to anyabatement or reduction of rent by reason thereof, nor shall the same give riseto a claim in the Tenant’s favor that such failure constitutes actual orconstructive, total or partial, eviction from the Premises.

8 
 
       The Landlord reservesthe right to stop any service or utility system the Landlord provides or causesto be provided under this Lease when necessary by reason of accident oremergency or exercise of Landlord’s rights pursuant to Section 2.3hereof, or until necessary repairs have been completed; provided, however, thatin each instance of stoppage, the Landlord shall exercise reasonable diligenceto eliminate the cause thereof.  Except in case of emergency repairs, theLandlord will give the Tenant reasonable advance notice of the contemplatedstoppage and will use reasonable efforts to avoid unnecessary inconvenience tothe Tenant by reason thereof.  To the extent that the Landlord is providing orcausing to be provided heat, light or any utility or service, in no event shallthe Landlord have any liability to the Tenant for the unavailability of the sameto the extent that such unavailability is caused by External Causes, provided,however, that the Landlord is obligated to exercise reasonable efforts torestore such services or utility systems’ operation.  The Landlord agreesto carry rent interruption insurance in commercially reasonable amounts whichpermits recovery within, to the extent reasonably available, five (5) days afterthe insured peril.
 
       If the unavailabilityof heat, light or any utility or service provided or caused to be provided bythe Landlord, other than the unavailability of the same due to theTenant’s acts or omissions, renders all or any portion of the Premisesuntenantable for the Tenant’s use as permitted under this Lease for aperiod of five (5) days or more, and the Tenant ceases to occupy the same forthe conduct of its business during such period, the Tenant shall receive anequitable abatement of rent, taking into account the extent of theTenant’s loss of use of the Premises, following the condition ofuntenantability on and after the day following the expiration of the deductibleperiod provided in the Landlord’s rent interruption insurance policy.  Forall purposes of this Lease, if Tenant has responsibility for maintenance andrepair of any aspect of the Building or any equipment or system therein, thefunctioning and performance of the same shall be the responsibility of theTenant under this Lease, and shall in no event constitute a service or utilitysystem that the Landlord provides or causes to be provided under thisLease.
 
             Tenant’sResponsibilities Regarding Hazardous Materials.  
 
       The Tenant covenantsand agrees that the Tenant shall not use, generate, store or dispose, nor shallthe Tenant suffer or permit the use, generation, storing or disposal in thePremises or otherwise by any of Tenant’s contractors, licensees, invitees,agents or employees, of any oil, toxic substances, hazardous wastes or hazardousmaterials (collectively, ““Hazardous Materials”“) in, onor about the Premises, the Building or the Land, except for Hazardous Materialsthat are necessary and customary for Tenant’s operation of Tenant’sPermitted Use (which Permitted Use is set forth on Exhibit A) and thatare consistent with the use and operation of a biotechnology laboratory atso-called BL-2 level or below in a mixed-use setting, and in all cases suchHazardous Materials must be used, generated, stored and disposed of incompliance with all applicable law and regulations.  The Tenant covenants andagrees that the Tenant shall comply with all applicable laws and regulations inhandling and disposing of materials used in its research and other uses of thePremises, whether or not considered Hazardous Materials, and no dumping,flushing or other introduction of Hazardous Materials or such otherinappropriate materials into the septic, sewage or other waste disposal systemsserving the Premises shall occur, except as specifically permitted by law orregulation and subject to the conditions and qualifications imposed by anygovernmental license or permit.  The Tenant shall provide to the Landlord copiesof all licenses and permits that the Tenant has been required to obtain prior tothe handling of any such Hazardous Materials, and the Tenant must obtain all ofsuch licenses and permits prior to the commencement of operations in thePremises requiring the same.  Any use or storage of Hazardous Materials byTenant permitted pursuant to this Section 5.04 shall not exceed Tenant’sproportionate share (measured on a per floor basis) of similarly classedHazardous Materials.  From time to time during the Term of this Lease, andthereafter during which the Tenant occupies any portion of the Premises, theTenant shall provide the Landlord with such reasonable substantiation of theTenant’s compliance with the requirements of this Section 5.4 and anyadditional requirements set forth in Section 6.2 as the Landlord mayreasonably request.  The Tenant covenants and agrees that the Tenant shall, atits sole cost, promptly remove or remediate all Hazardous Materials that arefound upon the Premises, the Building or the Land by virtue of the failure ofthe foregoing covenants and agreements to have been fulfilled, or otherwise asthe result of the act or omission of Tenant or its contractors, licensees,agents or employees, in a manner complying with all applicable laws andregulations and the provisions of this Lease.  If the Tenant should have anyresponsibility under this Section 5.4 to remove or remediate HazardousMaterials, the Tenant shall keep the Landlord reasonably informed as to thestatus of the environmental condition at issue, promptly furnish to the Landlordcopies of all regulatory filings with any governmental regulatory agencies inconnection therewith, and substantiate the performance of its obligations underthis Section 5.4.  At the expiration or earlier termination of the Term,the Tenant shall promptly remove or remediate any Hazardous Materials from thePremises in a manner consistent with accepted "best practices" and in compliancewith all legal requirements relating to the closure of laboratory facilities anddisposal of equipment and supplies therein.

9 
 
       Tenant acknowledgesthat areas of the Property are used for food service and other non-laboratoryuses and Tenant covenants to use best industry practices in the conduct of alllaboratory operations and the storage, use, treatment, and disposal of HazardousMaterials at the Premises.  In all events Tenant shall comply with allapplicable provisions of the standards of the U.S. Department of Health andHuman Services as further described in the USDHHS publication Biosafety inMicrobiological and Biomedical Laboratories (4th Edition, May 1999) as it may befurther revised, or such nationally recognized new or replacement standards asmay be reasonably selected by Landlord.  Any Hazardous Materials permitted to bestored on the Premises pursuant to this Section 5.4 of the Lease shall bestored in areas of the Premises exclusively designated by Tenant for suchpurpose.  Furthermore, within thirty (30) days after Landlord’s request(which request shall not be made more than one (1) time in any 12 month periodunless required in connection with a sale, financing or ground lease of theProperty or Landlord has reasonable grounds to believe that Tenant is in breachof its obligations under this Section 5.4), Tenant shall make available toLandlord at Tenant’s offices in the Baltimore area all of Tenant’sbooks and records relating to the types and amounts of all Hazardous Materialsbeing generated, produced, brought upon, used, stored or treated by or on behalfof Tenant on the Premises and, upon Landlord’s request which request shallnot be made more than one (1) time in any twelve (12) month period unlessrequired in connection with a sale, financing or ground lease of the Property orLandlord has reasonable grounds to believe that Tenant is in breach of itsobligations under this Section 5.4, copies of any federal, state or municipalfilings or compliance reports made by Tenant with respect to such HazardousMaterials that are required by applicable law and to the extent relating to thePremises, all of which Landlord shall have the right to audit and review.Tenant agrees to pay the cost of any environmental inspection or assessmentrequested by any governmental agencies, mortgagees of the Property, or by anyinsurance carrier, to the extent that such inspection or assessment pertains toany release, threat of release, contamination, claim of contamination, loss ordamage or determination of condition in the Premises after the date Tenant firstoccupies the Premises for the conduct of its operations or is the result of anyact or omission by Tenant, its officers, employees, contractors, or agentsaround the Property (together, ““EnvironmentalIncidents”“), provided that Tenant shall not be responsible to payfor any such costs to the extent that the conditions of concern existed in thePremises at the time that the Premises was delivered to Tenant.

10 
 
       If Tenant’stransportation, storage or use of Hazardous Materials on the Premises results inthe release onto or other contamination of any portion of the Property oradjacent areas, including building or parking areas, soil or surface or groundwater, or loss or damage to person(s) or property, without limitation, Tenantagrees to:  (a) notify Landlord immediately of any release, threat of release,contamination, claim of contamination, loss or damage and (b) after consultationwith Landlord, clean up the release, threat of release, or contamination asrequired by all applicable statutes, regulations and standards.  In the event ofsuch contamination, Tenant agrees to cooperate with Landlord, as Landlord mayreasonably request, and provide such documents, affidavits and information asmay be reasonably requested by Landlord (1) to comply with any applicable laws,(2) to comply with the request of any lender, purchaser or tenant, and/or (3)for any other reason deemed necessary by Landlord in its reasonable discretion.Tenant shall notify Landlord promptly in the event of any spill or other releaseof any Hazardous Materials at, in, on, under or about the Premises that isrequired to be reported to a governmental authority under any applicable laws,shall promptly forward to Landlord copies of any notices received by Tenantrelating to alleged violations of any applicable laws and shall promptly paywhen due any fine or assessment against Landlord, Tenant, or the Premisesrelating to any violation during the Term of any applicable laws by Tenant, itsemployees, agents, or independent contractors, or with respect to the Premisesor the remainder of the Property.  If any governmental authority files a lienagainst the Premises or the remainder of the Property due to any act oromission, intentional or unintentional, of Tenant, its agents, or employees, orfor which Tenant is responsible, resulting in the releasing, spilling, leaking,leaching, pumping, emitting, pouring, emptying or dumping of any HazardousMaterials, Tenant shall, within fifteen (15) days from the date that Tenant isfirst given notice of such lien (or within such shorter period of time as may bespecified by Landlord if such governmental authority takes steps to cause thePremises to be sold pursuant to such lien) either (A) pay the claim and removethe lien or (B) furnish a cash deposit, bond or such other security as isreasonably satisfactory in all respects to Landlord and sufficient to dischargethe lien completely.  Tenant shall defend, indemnify Landlord and hold Landlordharmless from and against any damages, liability or expense associated withclaims by governmental or other third parties arising out of the presence,removal or remediation of Hazardous Materials for which Tenant is responsiblefor removal or remediation under this Section 5.4.
 
             Landlord’sResponsibilities Regarding Hazardous Materials.  
 
       During the Term of thisLease, if the removal or remediation of Hazardous Materials from the Premises,Building or Land is required to be undertaken by any governmental regulatorybody, then except to the extent such obligation is the responsibility of theTenant under Section 5.4 hereof, the Landlord covenants and agrees to undertakethe same without charge to the Tenant.  Without limitation of the foregoing, ifnecessary to comply with any applicable legal requirements, should any existingenvironmental condition of the Land require the removal or remediation ofHazardous Materials, the Landlord shall perform such removal or remediation,without charge to the Tenant, when and if required by applicable legalrequirements.  The Landlord shall keep the Tenant reasonably informed as to thestatus of the environmental condition at issue, promptly furnish to the Tenantcopies of all regulatory filings with any governmental regulatory agencies inconnection therewith, and substantiate the performance of its obligations underthis Section 5.5.

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TENANT COVENANTS 
The Tenant covenants during the Term and for such further time asthe Tenant occupies any part of the Premises:
 
             PermittedUses.  
 
       The Tenant shall occupythe Premises only for the Permitted Uses, and shall not injure or deface thePremises or the Property, nor permit in the Premises any auction sale. TheTenant shall give written notice to the Landlord, within twenty (20) days priorto the Commencement Date and thereafter once annually within twenty (20) days ofeach anniversary of the Commencement Date, of any materials on OSHA’sright to know list or which are subject to regulation by any other federal,state, municipal or other governmental authority and which the Tenant intends tohave present at the Premises.  The Tenant shall comply with all requirements ofpublic authorities and of the Board of Fire Underwriters in connection withmethods of storage, use and disposal of such materials.  The Tenant shall notpermit in the Premises any nuisance, or the emission from the Premises of anyreasonably objectionable noise, odor or vibration, nor use or devote thePremises or any part thereof for any purpose which is contrary to law orordinance, or liable to invalidate or increase premiums (above those normallyincurred for Permitted Uses) for any insurance on the Building or its contents(unless the Tenant pays for any such increase in premiums and provided suchactions do not interfere with the use and enjoyment of the Land by the Landlord,other tenants, visitors or invitees of the Building) or liable to rendernecessary any alteration or addition to the Building, nor commit or permit anywaste in or with respect to the Premises, nor shall Tenant overload existingelectrical or other Building systems.
 
             Lawsand Regulations.  
 
       The Tenant shall complywith all federal, state and local laws, regulations, ordinances. executiveorders, guidelines, policies and similar requirements in effect from time totime, including, without limitation, all such requirements relating to (a)Tenant’s occupancy and use of the Premises, (b) employment, employmentopportunity, discrimination and affirmative action, (c) Hazardous Materials, (d)animal confinement and experimentation, and (e) stem cell research.  Tenantshall also conform to recognized "best practices" standards with respect to thephysical aspects of its scientific research and operations carried on within thePremises.  Tenant shall have the right to contest any notice of violation forany of the foregoing by appropriate proceedings diligently conducted in goodfaith.
 
             Rulesand Regulations.  
 
       The Tenant agrees tocomply with the Rules and Regulations set forth in Exhibit F and suchother reasonable and non discriminatorily enforced rules and regulations ofgeneral applicability (““Rules and Regulations”“) as (i)may from time to time be made by the Landlord of which the Tenant is givenwritten notice, so far as the same relate to the use of the Building, the Landand the Tenant’s appurtenant parking privileges and (ii) may from time totime be promulgated with respect to all or any portion of the Building(including without limitation pursuant to the Declaration of Covenants).  TheTenant shall not obstruct in any manner any portion of the Property; and, exceptas set forth in this Lease, shall not permit the placing of any signs, awningsor flagpoles, or the like, visible from outside the Building.  Neither shallTenant place curtains, blinds or shades or similar window treatments visiblefrom outside the Building in the Premises other than those provided by Landlord.

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             SafetyCompliance.  
 
       The Tenant shall keepthe Premises equipped with all safety appliances required by law or ordinance orany other regulations of any public authority because of the manner of use madeby the Tenant and Tenant shall procure all licenses and permits so requiredbecause of such manner of use and, if reasonably requested by the Landlord, doany work so required because of such use, it being understood that the foregoingprovisions shall not be construed to broaden in any way the Tenant’sPermitted Uses.  Tenant shall conduct such periodic tests, evaluations orcertifications of safety appliances and laboratory equipment as are required orrecommended in accordance with generally accepted standards for good laboratorypractice to ensure that such safety appliances and equipment remain in goodworking order, and shall, upon Landlord’s reasonable request but not moreoften than two (2) times in any calendar year, provide to Landlord copies ofsuch reports, evaluations and certifications.
 
             Landlord’sEntry.  
 
       The Tenant shall permitthe Landlord and its agents, after at least twenty four (24) hours’ priornotice except in the case of emergencies, to enter the Premises at allreasonable hours for the purpose of inspecting or making repairs to the same,monitoring Tenant’s compliance with the requirements and restrictions setforth in this Lease, and for the purpose of showing the Premises to prospectivepurchasers and mortgagees at all reasonable times and to prospective tenantswithin twelve (12) months of the end of the Term provided that in connectionwith such entry, Tenant may provide procedures reasonably designed so as not tojeopardize Tenant’s trade secrets, proprietary technology or criticalbusiness operations, including accompaniment of all such persons by an employeeof the Tenant.  In case of an emergency, the Landlord shall make good faithefforts to notify the Tenant in person or by telephone prior to such entry, andin any event, the Landlord shall notify Tenant promptly thereafter suchentry.
 
             FloorLoad.  
 
       The Tenant shall notplace a load upon any floor in the Premises exceeding the floor load per squarefoot of area (as set forth on Exhibit A)which such floor wasdesigned to carry, and which is allowed by law.  The Tenant’s machines andmechanical equipment shall be placed and maintained by the Tenant at theTenant’s expense in settings sufficient to absorb or prevent vibration ornoise that may be transmitted to the Building structure.
 
             PersonalProperty Tax.  
 
       The Tenant shall paypromptly when due all taxes which may be imposed upon personal property(including, without limitation, fixtures and equipment) in the Premises towhomever assessed.  Tenant shall have the right to contest the validity oramount of any such taxes by appropriate proceedings diligently conducted in goodfaith.
 
             Assignmentand****Subleases
 
       The Tenant shall notassign this Lease or sublet (which term, without limitation, shall includegranting of concessions, licenses and the like) the whole or any part of thePremises, nor permit the further underletting or assignment of any sublease orother occupancy agreement (each a ““Transfer”“).  Anypurported Transfer shall be void and Tenant shall remain fully and primarilyliable for the obligations of the Tenant hereunder, including, withoutlimitation, the obligation to pay Annual Fixed Rent and Additional Rent providedunder this Lease.

13 

INDEMNITY AND INSURANCE 
             Indemnity.
 
       The Tenant shallindemnify, defend and save harmless the Landlord and the Landlord’s groundlessees, mortgagees and managing agent for the Building (collectively, the““Indemnitees”“) from and against all claims, loss, ordamage of whatever nature, arising from (i) any breach by Tenant of anyobligation of Tenant under this Lease, or (ii) any negligence or misconduct ofthe Tenant, or the Tenant’s contractors, licensees, agents, servants oremployees, or (iii) any accident, injury or damage whatsoever caused to anyperson or property in the Premises, occurring after the Commencement Date anduntil the end of the Term and thereafter, so long as the Tenant is in occupancyof any part of the Premises, provided that the foregoing indemnity in clause(ii) shall not include any claims, loss or damage to the extent arising from anynegligence or willful misconduct of the Landlord, or the Landlord’scontractors, licensees, agents, servants or employees or the Landlord’sground lessees, mortgagees or managing agent for the Building.
 
       The Landlord shallindemnify, defend and save harmless the Tenant from and against all claims,loss, or damage of whatever nature, arising from (i) any breach by Landlord ofany obligation of Landlord under this Lease, or (ii) any negligence ormisconduct of the Landlord, or the Landlord’s contractors, licensees,agents, servants or employees, or (iii) any accident, injury or damagewhatsoever caused to any person or property in the Premises, the Building or onor about the Land, occurring after the Commencement Date and until the end ofthe Term and thereafter, so long as the Tenant is in occupancy of any part ofthe Premises, provided that the foregoing indemnity in clause (ii) shall notinclude any claims, loss or damage to the extent arising from any negligence orwillful misconduct of the Tenant, or the Tenant’s contractors, licensees,agents, servants or employees occurring following the Commencement Date anduntil the expiration or earlier termination of the Term of thisLease.
 
       The foregoing indemnityand hold harmless agreements shall include indemnity against reasonableattorneys’ fees and all other costs, expenses and liabilities incurred inconnection with any such claim or proceeding brought thereon, and the defensethereof, but shall be subject to the limitations specified in Sections 7.4 and12.11.
 
             Tenant’sInsurance. 
 
       The Tenant agrees tomaintain in full force from the Commencement Date, throughout the Term, andthereafter, so long as the Tenant is in occupancy of any part of the Premises, apolicy of commercial general liability insurance on an occurrence basis underwhich the Landlord (and any individuals or entities affiliated with theLandlord, any ground lessor and any holder of a mortgage on the Property of whomthe Tenant is notified by the Landlord) are named as additional insureds, andunder which the insurer provides a contractual liability endorsement insuringagainst all cost, expense and liability arising out of or based upon any and allclaims, accidents, injuries and damages described in Section 7.1, in thebroadest form of such coverage from time to time available.  Each policyrequired hereunder shall be noncancellable and nonamendable (to the extent thatany proposed amendment reduces the limits or the scope of the insurance requiredin this Lease) with respect to the Landlord and such ground lessors andmortgagees without thirty (30) days’ prior notice to the Landlord and suchground lessors and mortgagees and at the election of the Landlord, either acertificate of insurance or a duplicate original policy shall be delivered tothe Landlord.  The minimum limits of Tenant’s liability insurance as ofthe Commencement Date (or such earlier date upon which the Tenant firstcommences occupancy of all or any part of the Premises for the commencement ofany alterations or additions undertaken by Tenant pursuant to the terms of thisLease or otherwise) shall be Two Million Dollars ($2,000,000.00) for combinedbodily injury (or death) and damage to property (per occurrence) with anaggregate annual limit of liability of Three Million Dollars ($3,000,000.00),and from time to time during the Term such limits of liability shall beincreased to reflect such higher limits as are customarily required pursuant tonew leases of space in the Baltimore, Maryland area with respect to similarproperties and similar uses.  Such liability insurance may be effected with acombination of a base commercial general liability policy and umbrella insuranceprovided that any such umbrella coverages provided are on a““following form”“ basis.  The Landlord shall havereasonable approval over the identity of the Tenant’s insuranceunderwriters.  Each policy of insurance required to be carried by Tenant underthis Lease shall be issued by companies rated not less than A-/IX byBest’s Rating Service (or its successor) or otherwise acceptable toLandlord in the Landlord’s reasonable discretion and licensed to dobusiness in the State of Maryland, and Tenant’s liability insurance policyshall be primary with respect to all claims.

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             PersonalProperty at Risk.  
 
       The Tenant agrees thatall of the furnishings, fixtures, equipment, effects and property of every kind,nature and description of the Tenant and of all persons claiming by, through orunder the Tenant which, during the continuance of this Lease or any occupancy ofthe Premises by the Tenant or anyone claiming under the Tenant which, during thecontinuance of this Lease or any occupancy of the Premises by the Tenant oranyone claiming under the Tenant, may be on the Premises or elsewhere in theBuilding or on the Property or parking facilities provided hereby, shall be atthe sole risk and hazard of the Tenant, and if the whole or any part thereofshall be destroyed or damaged by fire, water or otherwise, or by the leakage orbursting of water pipes, steam pipes, or other pipes, by theft or from any othercause, no part of said loss or damage is to be charged to or be borne by theLandlord, except that the Landlord shall in no event be exonerated from anyliability to the Tenant or to any person, for any such injury, loss, damage orliability to the extent caused by Landlord’s or its employees’,agents’ or contractors’ gross negligence or willfulmisconduct.
 
             Waiverof Subrogation.  
 
       Any casualty insurancecarried by either party with respect to the Building, Land, Premises, parkingfacilities or any property therein or occurrences thereon shall, without furtherrequest by either party, include a clause or endorsement denying to the insurerrights of subrogation against the other party to the extent rights have beenwaived by the insured prior to occurrence of injury or loss.  Each party,notwithstanding any provisions of this Lease to the contrary, hereby waives anyrights of recovery against the other for loss or damage to property, including,without limitation, loss or damage caused by negligence of such other party, dueto hazards covered by casualty insurance which such party is required to carryhereunder, except with respect to any damage within the deductible under suchinsurance policy.
 
             PolicyRequirements.  
 
       Any required insurancemay be in the form of blanket coverage, so long as the coverage required hereinis maintained.  Tenant shall cause a certificate, providing such information asreasonably requested by Landlord, evidencing the existence and limits of itsinsurance coverage with respect to the Premises and the Building, as the casemay be, to be delivered to Landlord upon the commencement of the Initial Term.Thereafter, Tenant shall cause similar certificates evidencing renewal policiesto be delivered to Landlord at least thirty (30) days prior to the expiration ofthe term of each policy and at such other times as reasonably requested byLandlord. 

15 

CASUALTY AND EMINENT DOMAIN 
             RestorationFollowing Casualties.  
 
       If the Premises or anypart thereof shall be damaged by fire or other casualty, Tenant shall giveprompt written notice thereof to Landlord.  In case the Building shall be sodamaged that substantial alteration or reconstruction of the Building shall, inLandlord’s sole opinion, be required (whether or not the Premises shallhave been damaged by such casualty) or in the event there is less than six (6)months of the Term remaining or in the event Landlord’s mortgagee shouldrequire that the insurance proceeds payable as a result of a casualty be appliedto the payment of the mortgage debt or in the event of any material uninsuredloss to the Building, Landlord may, at its option, terminate this Lease bynotifying Tenant in writing of such termination within ninety (90) days afterthe date of such casualty.  If Landlord does not thus elect to terminate thisLease, Landlord shall commence and proceed with reasonable diligence to restorethe Building and the Premises to substantially the same condition in which itwas immediately prior to the happening of the casualty.  Notwithstanding theforegoing, Landlord’s obligation to restore the Building and the Premisesshall not require Landlord to expend for such repair and restoration work morethan the insurance proceeds actually received by Landlord as a result of thecasualty.  When the repairs described in the preceding two sentences have beencompleted by Landlord, Tenant shall complete the restoration of all furniture,fixtures and equipment which are necessary to permit Tenant’s reoccupancyof the Premises.  Landlord shall not be liable for any inconvenience orannoyance to Tenant or injury to the business of Tenant resulting in any wayfrom such damage or the repair thereof, except that Rent shall be abated fromthe date of the damage or destruction for any portion of the Premises that isunusable by Tenant, which abatement shall be in the same proportion that therentable area of the Premises that is unusable by Tenant bears to the totalrentable area of the Premises; provided that Tenant shall not be entitled to anyabatement of Rent if the damage or destruction within the Premises is restoredwithin five (5) Business Days after Landlord’s receipt of written noticefrom Tenant of the occurrence of the damage or destruction.
 
             EminentDomain.  
 
       If the whole or anysubstantial part of the Premises or if the Building or any portion thereof whichwould leave the remainder of the Building unsuitable for use comparable to itsuse on the Commencement Date, or if the land on which the Building is located orany material portion thereof, shall be taken or condemned for any public orquasi public use under governmental law, ordinance or regulation, or by right ofeminent domain, or by private purchase in lieu thereof, then Landlord may, atits option, terminate this Lease and Rent shall be abated during the unexpiredportion of this Lease, effective when the physical taking of said Premises orsaid portion of the Building or Land shall occur.  If this Lease is notterminated, the rent for any portion of the Premises so taken or condemned shallbe abated during the unexpired Lease Term effective when the physical taking ofsaid portion of the Premises shall occur.  All compensation awarded for anytaking or condemnation, or sale proceeds in lieu thereof, shall be the propertyof Landlord, and Tenant shall have no claim thereto, the same being herebyexpressly waived by Tenant, except for any portions of such award or proceedswhich are specifically allocated by the condemning or purchasing party for thetaking of or damage to trade fixtures of Tenant and moving costs, which Tenantspecifically reserves to itself.
 
             TemporaryTaking.  
 
       In the event of anytaking of the Premises or any part thereof for a temporary use not in excess ofone (1) months, (i) this Lease shall be and remain unaffected thereby and AnnualFixed Rent and Additional Rent shall not abate, and (ii) the Tenant shall beentitled to receive for itself such portion or portions of any award made forsuch use with respect to the period of the taking which is within theTerm.
 	
16 

DEFAULT 
             Tenant’sDefault.  
 
       Each of the followingshall constitute an Event of Default:
 
       Failure on the part ofthe Tenant to pay the Annual Fixed Rent, Additional Rent or other charges forwhich provision is made herein on or before the date on which the same becomedue and payable, if such condition continues for five (5) days after writtennotice that the same are due.
 
       Failure on the part ofthe Tenant to perform or observe any other term or condition contained in thisLease if the Tenant shall not cure such failure within thirty (30) days afterwritten notice from the Landlord to the Tenant thereof, provided that in thecase of breaches that are not reasonably susceptible to cure within thirty (30)days through the exercise of due diligence, then so long as the Tenant commencessuch cure within thirty (30) days, and the Tenant diligently pursues such cureto completion, such breach shall not be deemed to create an Event ofDefault.
 
       The taking of theestate hereby created on execution or by other process of law; or a judicialdeclaration that the Tenant, or any guarantor of this Lease, is bankrupt orinsolvent according to law; or any assignment of the property of the Tenant, orany guarantor of this Lease, for the benefit of creditors; or the appointment ofa receiver, guardian, conservator, trustee  in bankruptcy or other similarofficer to take charge of all or any substantial part of the property of Tenant,or any guarantor of this Lease, by a court of competent jurisdiction, whichofficer is not dismissed or removed within forty-five (45) days; or the filingof an involuntary petition against the Tenant, or any guarantor of this Lease,under any provisions of the bankruptcy act now or hereafter enacted if the sameis not dismissed within forty-five (45) days; the filing by the Tenant, or anyguarantor of this Lease, of any voluntary petition for relief under provisionsof any bankruptcy law now or hereafter enacted.
 
       If an Event of Defaultshall occur, then, in any such case, whether or not the Term shall have begun,Landlord and its agents lawfully may, in addition to any remedies for anypreceding Event of Default and any remedies otherwise available at law orequity, immediately or at any time thereafter without further demand or noticein accordance with process of law, enter upon any part of the Premises in thename of the whole or mail or deliver a notice of termination of the Term of thisLease addressed to Tenant at the Premises or any other address herein, andthereby terminate the Term and repossess the Premises as of Landlord’sformer estate.  At Landlord’s election such notice of termination may beincluded in any notice of default.  Upon such entry or mailing the Term shallterminate, all executory rights of Tenant and all obligations of Landlord willimmediately cease, and Landlord may expel Tenant and all persons claiming underTenant and remove their effects without any trespass and without prejudice toany remedies for arrears of rent or prior breach; and Tenant waives allstatutory and equitable rights to its leasehold (including rights in the natureof further cure or redemption, if any to the extent such rights may be waived).If Landlord engages attorneys in connection with any failure to perform byTenant hereunder, Tenant shall reimburse Landlord for the reasonable fees ofsuch attorneys on demand as Additional Rent.  Without implying that otherprovisions do not survive, the provisions of this Article shall survive the Termor earlier termination of this Lease.

17 

             Damages.
 
       In the event that thisLease is terminated, the Tenant covenants to pay to the Landlord punctually allthe sums (““Periodic Payments”“) and perform all theobligations which the Tenant covenants in this Lease to pay and to perform inthe same manner and to the same extent and at the same time as if this Lease hadnot been terminated, and all of the Landlord’s expenses in connection withreletting the Premises including, without limitation, all repossession costs,brokerage commissions, fees for legal services and expenses of preparing thePremises for such reletting (““Reletting Expenses”“).However, the Landlord may elect, at any time, to demand in lieu of any furtherobligations to make Periodic Payments, and payments on account of theLandlord’s reletting costs thereafter accruing, as compensation, an amount(the ““Lump Sum Payment”“) equal to the sum of allamounts of Annual Fixed Rent and Additional Rent to be paid pursuant to thisLease and all Reletting Expenses, less any payments of Annual Fixed Rent andAdditional Rent that have already been received by Landlord.
 
       In calculating thePeriodic Payments to be made by the Tenant under the foregoing covenant, theTenant shall be credited with the net proceeds of any rent obtained by relettingthe Premises, after deducting all the Landlord’s expenses in connectionwith such reletting, including, without limitation, all repossession costs,brokerage commissions, fees for legal services and expenses of preparing thePremises for such reletting, provided that Tenant shall never be entitled toreceive any portion of the re-letting proceeds, even if the same exceed the rentoriginally due hereunder.  The Landlord may (i) relet the Premises, or any partor parts thereof, for a term or terms which may, at the Landlord’s option,exceed or be equal to or less than the period which would otherwise haveconstituted the balance of the Term, and may grant such concessions and freerent as the Landlord in its reasonable commercial judgment considers advisableor necessary to relet the same, (ii) make such alterations, repairs andimprovements in the Premises as the Landlord in its reasonable commercialjudgment considers advisable or necessary to relet the same, and (iii) anyobligation to relet imposed by law shall be subject to the reasonablerequirements of Landlord to lease to high quality tenants on such terms (basedon then-market standards) as Landlord may from time to time deem appropriate andto develop the Building and Park in a harmonious manner with an appropriate mixof uses, tenants, floor areas and terms of tenancies, and the like, and Landlordshall not be obligated to relet the Premises to any party to whom Landlord orits affiliate may desire to lease other available space in the Park.  No actionof the Landlord in accordance with foregoing or failure to relet or to collectrent under reletting shall operate to release or reduce the Tenant’sliability.  The Landlord shall be entitled to seek to rent other properties ofthe Landlord prior to reletting the Premises without being in breach of anyobligation to the Tenant.
 
             CumulativeRights.  
 
       The specific remediesto which Landlord may resort under the terms of this Lease are cumulative and,except as expressly set forth herein, are not intended to be exclusive of anyother remedies or means of redress to which it may be lawfully entitled in caseof any breach or threatened breach by the Tenant of any provisions of thisLease.  Nothing contained in this Lease shall limit or prejudice the right ofthe Landlord to prove for and obtain in proceedings for bankruptcy, insolvencyor like proceedings by reason of the termination of this Lease, an amount equalto the maximum allowed by any statute or rule of law in effect at the time when,and governing the proceedings in which, the damages are to be proved, whether ornot the amount be greater, equal to, or less than the amount of the loss ordamages referred to above.

18 
 
       Landlord shall not berequired to serve Tenant with any notices or demands as a prerequisite to itsexercise of any of its rights or remedies under this Lease, other than thosenotices and demands specifically required under this Lease.  Tenant expresslywaives the service of any statutory demand or notice which is a prerequisite toLandlord’s commencement of eviction proceedings against Tenant, includingthe demands and notices specified in any applicable state statute or caselaw.
 
             Landlord’sSelf help.  
 
       If there shall be anEvent of Default, or if emergency circumstances should exist where, upon thegiving of notice or passage of time, such circumstances would constitute anEvent of Default, then the Landlord shall have the right, but not theobligation, after the giving by the Landlord of notice thereof to the Tenant(except in case of emergency circumstances in which case no prior notice need begiven), to perform such obligation.  In the event the Landlord exercises itsrights under this Section 9.4 in case of emergency, the Landlord shall notifythe Tenant as soon as reasonably possible after the taking of such action.  TheLandlord may exercise its rights under this Section without waiving any other ofits rights or releasing the Tenant from any of its obligations under this Lease.The Tenant shall be liable to the Landlord for all of the Landlord’sreasonable costs associated with effecting such cure.
 
             EnforcementExpenses; Litigation.  
 
       Tenant shall promptlyreimburse the Landlord for all costs and expenses, including without limitationlegal fees, incurred by Landlord in exercising and enforcing its rights underthis Lease following the Tenant’s failure to comply with its obligationshereunder, whether or not such failure constitutes an Event of Default pursuantto Sections 9.1 or 9.7 hereof.
 
       If Landlord, withoutfault, is made or becomes a party to any litigation commenced by or against theTenant by or against a third party, or incurs costs or expenses related to suchlitigation, involving any part of the Property and the enforcement of any of therights, obligations or remedies of Landlord without fault, then Landlord shallreceive from such Tenant all costs and reasonable attorneys’ fees incurredby Landlord in such litigation.  In the event of a dispute under this Lease, theprevailing party in such dispute or litigation arising from such dispute, shallbe entitled to recover from the other its reasonable attorneys’ andexperts’ fees and expenses incidental to such dispute or litigation,including any appeal.
 
       LANDLORD AND TENANTWAIVE TRIAL BY JURY IN ANY ACTION TO WHICH THEY ARE PARTIES UNDER THISLEASE.
 
             LateCharges; Interest on Overdue Payments.
 
       In the event that anypayment of Annual Fixed Rent or Additional Rent shall remain unpaid for a periodof five (5) days following notice by the Landlord to the Tenant that suchpayment is overdue, there shall become due to the Landlord from the Tenant, asAdditional Rent and as compensation for the Landlord’s extraadministrative costs in investigating the circumstances of late rent, a latecharge of two percent (2%) of the amount overdue.
 
       Any Annual Fixed Rentand Additional Rent or other amount which is due from either party to the otherparty which is not paid within five (5) days after the same is due and payableshall bear interest from the date due until paid at the variable rate (the““Default Interest Rate”“) equal to the annual rate fromtime to time announced by Bank of America as its base rate, plus two percent(2%), or if such rate can no longer be determined, the annual prime rate fromtime to time announced by The Wall Street Journal, plus two percent(2%).

19 
 
             Landlord’sRight to Notice and Cure.  
 
       The Landlord shall inno event be in default in the performance of any of the Landlord’sobligations hereunder unless and until the Landlord shall have failed to performsuch obligations within thirty (30) days, or such additional time as isreasonably required to correct any such default, after written notice by theTenant to the Landlord expressly specifying wherein the Landlord has failed toperform any such obligation.
  
MORTGAGEES’ RIGHTS
       Subordination;Estoppel Certificate
 
       Tenant accepts thisLease subject and subordinate to any ground lease, mortgage, deed of trust orother lien presently existing or hereafter arising upon the Premises, or uponthe Building or the Property and to any renewals, modifications, refinancingsand extensions thereof, but Tenant agrees that any such mortgagee shall have theright at any time to subordinate such mortgage, deed of trust or other lien tothis Lease on such terms and subject to such conditions as such mortgagee maydeem appropriate in its discretion.  The provisions of the foregoing sentenceshall be self operative and no further instrument of subordination shall berequired. However, Landlord is hereby irrevocably vested with full power andauthority to subordinate this Lease to any mortgage, deed of trust or other liennow existing or hereafter placed upon the Premises, or the Building or theProperty and Tenant agrees within ten (10) days after written demand to executesuch further instruments subordinating this Lease or attorning to the holder ofany such liens as Landlord may request.  If Tenant fails to execute anysubordination or other agreement required by this Section promptly as requested,Tenant hereby irrevocably constitutes Landlord as its attorney in fact toexecute such instrument in Tenant’s name, place and stead, it being agreedthat such power is coupled with an interest in Landlord and is accordinglyirrevocable.  Tenant agrees that it shall from time-to-time furnish within ten(10) days after so requested by Landlord, a certificate signed by Tenantcertifying as to such matters as may be reasonably requested by Landlord, andTenant’s failure to furnish such certificate within the aforesaid 10-dayperiod shall be deemed to constitute Tenant’s certification of the mattersset forth in the certificate as furnished to Tenant.  Any such certificate maybe relied upon by any ground lessor, prospective purchaser, secured party,mortgagee or any beneficiary under any mortgage, deed of trust on the Buildingor the Property or any part thereof or interest of Landlord therein.
 
             Assignmentof Rents.  
 
       Withreference to any assignment by the Landlord of the Landlord’s interest inthis Lease, or the rents payable hereunder, conditional in nature or otherwise,which assignment is made to the holder of a mortgage or a ground lessor onproperty which includes the Premises, the Tenant agrees;
 
       That the executionthereof by the Landlord, and the acceptance thereof by the holder of suchmortgage or ground lessor, shall never be treated as an assumption by suchholder or ground lessor of any of the obligations of the Landlord hereunder,unless such holder or ground lessor shall, by notice sent to the Tenant,specifically make such election; and

20 
 
       That, except asaforesaid, such holder or ground lessor shall be treated as having assumed theLandlord’s obligations hereunder only upon foreclosure of suchholder’s mortgage or the taking of possession of the Property, or, in thecase of a ground lessor, the termination of the ground lease.
  
SECURITY DEPOSIT 
       The Security Depositshall be held by Landlord without liability for interest and as security for theperformance by Tenant of Tenant’s covenants and obligations under thisLease, it being expressly understood that the Security Deposit shall not beconsidered an advance payment of Rent or a measure of Tenant’s liabilityfor damages in case of default by Tenant.  Landlord shall not be required tokeep the Security Deposit separate from its other accounts, shall have nofiduciary responsibilities or trust obligations whatsoever with regard to theSecurity Deposit.   Landlord may, from time-to-time, without prejudice to anyother remedy and without waiving such default, use the Security Deposit to theextent necessary to cure or attempt to cure, in whole or in part, any default ofTenant hereunder.  Following any such application of the Security Deposit,Tenant shall pay to Landlord within five (5) days after demand the amount soapplied in order to restore the Security Deposit to its original amount.  IfTenant is not in default at the termination of this Lease, the balance of theSecurity Deposit remaining after any such application shall be returned byLandlord to Tenant within sixty (60) days thereafter.  If Landlord transfers itsinterest in the Premises during the Lease Term, Landlord shall assign theSecurity Deposit to the transferee and thereafter shall have no furtherliability for the return of such Security Deposit.
 
MISCELLANEOUS
             Noticeof Lease.  
 
       Tenant agrees not torecord this Lease or any short form or memorandum hereof.
 
             Notices.
 
       Whenever any notice,approval, consent, request, election, offer or acceptance is given or madepursuant to this Lease, it shall be in writing. Communications and paymentsshall be addressed, if to the Landlord, at the Landlord’s Address forNotices as set forth in Exhibit A or at such other address as may havebeen specified by prior notice to the Tenant; and if to the Tenant, at theTenant’s Address or at such other place as may have been specified byprior notice to the Landlord, with a copy to Neuberger, Quinn, Gielen, Rubin& Gibber P.A., One South Street, 27th Floor, Baltimore, Maryland 21202,Attention: Hillel Tendler, Esq.  Any communication so addressed shall be deemedduly given on the earlier of (i) the date received, or (ii) on the next businessday if sent by a nationally recognized overnight courier service.  If theLandlord by notice to the Tenant at any time designates some other person toreceive payments or notices, all payments or notices thereafter by the Tenantshall be paid or given to the agent designated until notice to the contrary isreceived by the Tenant from the Landlord.  Notices to either party under thisLease may be given by legal counsel to such party.

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             Successorsand Limitation on Liability.  
 
       The obligations of thisLease shall run with the land, and this Lease shall be binding upon and inure tothe benefit of the parties hereto and their respective successors and assigns,except that the original Landlord named herein and each successor Landlord shallbe liable only for obligations accruing during the period of its ownership.Neither the Tenant, nor anyone claiming by, under or through the Tenant, shallbe entitled to obtain any judgment in enforcing the terms and conditions of thisLease creating personal liability on the part of the Landlord or enforcing anyobligations of the Landlord against any assets of the Landlord other than itsinterest in the Property and, without limitation of the foregoing, in no eventshall any personal liability arise on the part of any of the Landlord’sofficers, employees, directors or shareholders.  Likewise, no personal liabilityshall arise on the part of the Tenant’s officers, employees, directors orshareholders, as this Lease shall create liability on the part of the Tenant andnot personal liability on the part of such officers, employees, directors orshareholders.
 
             Waivers.
 
       The failure of theLandlord or the Tenant to seek redress for violation of, or to insist uponstrict performance of, any covenant or condition of this Lease, shall not bedeemed a waiver of such violation nor prevent a subsequent act, which would haveoriginally constituted a violation, from having all the force and effect of anoriginal violation.  The receipt by the Landlord of Annual Fixed Rent orAdditional Rent with knowledge of the breach of any covenant of this Lease shallnot be deemed a waiver of such breach.  No provision of this Lease shall bedeemed to have been waived by the Landlord or the Tenant, as the case may be,unless such waiver be in writing signed by the Landlord or the Tenant, as thecase may be.  No consent or waiver, express or implied, by the Landlord orTenant to or of any breach of any agreement or duty shall be construed as awaiver or consent to or of any other breach of the same or any other agreementor duty.
 
             Acceptanceof Partial Payments of Rent.  
 
       No acceptance by eitherparty of a lesser sum than the amount then due to such party shall be deemed tobe other than a partial installment of such rent due, nor shall any endorsementor statement on any check or any letter accompanying any check or payment asrent be deemed an accord and satisfaction, and either party may accept suchcheck or payment without prejudice to the other party’s right to recoverthe balance of such installment or pursue any other remedy in this Leaseprovided.  The delivery of keys to any employee of the Landlord or to theLandlord’s agent or any employee thereof shall not operate as atermination of this Lease or a surrender of the Premises.
 
             Interpretationand Partial Invalidity.  
 
       If any term of thisLease, or the application thereof to any person or circumstances, shall to anyextent be invalid or unenforceable, the remainder of this Lease, or theapplication of such term to persons or circumstances other than those as towhich it is invalid or unenforceable, shall not be affected thereby, and eachterm of this Lease shall be valid and enforceable to the fullest extentpermitted by law.  The titles of the Articles are for convenience only and notto be considered in construing this Lease.  This Lease contains all of theagreements of the parties with respect to the subject matter thereof andsupersedes all prior dealings between them with respect to such subjectmatter.
 
             QuietEnjoyment.  
 
       So long as the Tenantpays Annual Fixed Rent and Additional Rent, performs all other Tenant covenantsof this Lease and observes all conditions hereof, the Tenant shall peaceably andquietly have, hold and enjoy the Premises free of any claims by, through orunder, or superior title to, the Landlord including, without limitation, anyground lessor or manager of the Property.

22 
 
             Brokerage.
 
       Each party representsand warrants to the other that it has had no dealings with any broker or agentother than the Broker in connection with this Lease and shall indemnify and holdharmless the other from claims for any brokerage commission (other than by theBroker) arising out a breach of the foregoing representations.  Landlord shallbe responsible for any commission due to the Broker pursuant to the terms of aseparate agreement.
 
             Surrenderof Premises and Holding Over.  
 
       The Tenant shallsurrender possession of the Premises on the last day of the Term and the Tenantwaives the right to any notice of termination or notice to quit at the end ofthe Term.  The Tenant covenants that upon the expiration or sooner terminationof this Lease, it shall, without notice, deliver up and surrender possession ofthe Premises broom clean and in the same condition in which the Tenant hasagreed to keep the same during the continuance of this Lease and in accordancewith the terms hereof, normal wear and tear and damage by fire or other casualtyexcepted, first removing therefrom all personal property of the Tenant and anyalterations or additions required to be removed pursuant to Section 4.2, andrepairing all damage caused by such removal.  Upon the expiration of this Leaseor if the Premises should be abandoned by the Tenant, or this Lease shouldterminate for any cause, and at the time of such expiration, vacation,abandonment or termination, the Tenant or Tenant’s agents, subtenants orany other person should leave any property of any kind or character on or in thePremises after having vacated the Premises, the fact of such leaving of propertyon or in the Premises shall be conclusive evidence of intent by the Tenant, andindividuals and entities deriving their rights through the Tenant, to abandonsuch property so left in or upon the Premises, and such leaving shall constituteabandonment of the property.  Landlord shall have the right and authoritywithout notice to the Tenant or anyone else, to remove and destroy, or to sellor authorize disposal of such property, or any part thereof, without being inany way liable to the Tenant therefor and the proceeds thereof shall belong tothe Landlord as compensation for the removal and disposition of suchproperty.
 
       If the Tenant fails tosurrender possession of the Premises upon the expiration or sooner terminationof this Lease, then Tenant shall be deemed a tenant at sufferance only andTenant shall pay to Landlord, as rent for any period after the expiration orsooner termination of this Lease an amount equal to the higher of one twohundred percent (200%) of (x) the Annual Fixed Rent to be paid under this Leaseor (v) the then fair market rate for the Premises as applied to any period inwhich the Tenant shall remain in possession, in each case together with allAdditional Rent required under this Lease, and Tenant shall be liable toLandlord for all damages arising from such failure to surrender and vacate thePremises, including damages arising from the loss of a replacement leasetransaction.  Acceptance by the Landlord of such payments shall not constitute aconsent to a holdover hereunder or result in a renewal or extension of theTenant’s rights of occupancy.  Such payments shall be in addition to andshall not affect or limit the Landlord’s right of re entry,Landlord’s right to collect such damages as may be available at law, orany other rights of the Landlord under this Lease or as provided bylaw.

23 
 
       Prior to the expirationof the Lease (or within thirty (30) days after any earlier termination), Tenantshall clean and otherwise decommission all interior surfaces (including floors,walls, ceilings, and counters), piping, supply lines, waste lines and plumbingin or serving the Premises, and all exhaust or other ductwork in or serving thePremises, in each case that has carried, released or otherwise been exposed toany Hazardous Materials due to Tenant’s use or occupancy of the Premises,and shall otherwise clean the Premises so as to permit the report hereinaftercalled for by this Section 12.9(b) to be issued.  Prior to the expiration ofthis Lease (or within thirty (30) days after any earlier termination), Tenant,at Tenant’s expense, shall obtain for Landlord a report addressed toLandlord (and, at Tenant’s election, Tenant) by a reputable licensedenvironmental engineer or industrial hygienist that is designated by Tenant andacceptable to Landlord in Landlord’s reasonable discretion, which reportshall be based on the environmental engineer’s inspection of the Premisesand shall state, to the Landlord’s reasonable satisfaction, that (a) theHazardous Materials described in the first sentence of this paragraph, to theextent, if any, existing prior to such decommissioning, have been removed inaccordance with applicable laws; (b) all Hazardous Materials described in thefirst sentence of this paragraph, if any, have been removed in accordance withapplicable laws from the interior surfaces of the Premises (including floors,walls, ceilings, and counters), piping, supply lines, waste lines and plumbing,and all such exhaust or other ductwork in the Premises, may be reused by asubsequent tenant or disposed of in compliance with applicable laws withoutincurring special costs or undertaking special procedures for demolition,disposal, investigation, assessment, cleaning or removal of such HazardousMaterials and without giving notice in connection with such Hazardous Materials;and (c) the Premises may be reoccupied for office or laboratory use, demolishedor renovated without incurring special costs or undertaking special proceduresfor disposal, investigation, assessment, cleaning or removal of HazardousMaterials described in the first sentence of this paragraph and without givingnotice in connection with Hazardous Materials.  Further, for purposes of clauses(b) and (c), ““special costs”“ or ““specialprocedures”“ shall mean costs or procedures, as the case may be,that would not be incurred but for the nature of the Hazardous Materials asHazardous Materials instead of non-hazardous materials.  The report shall alsoinclude reasonable detail concerning the clean-up measures taken, the clean-uplocations, the tests run and the analytic results.
 
       If Tenant fails toperform its obligations under this Section 12.9(b), without limiting any otherright or remedy, Landlord may, on five (5) business days’ prior writtennotice to Tenant perform such obligations at Tenant’s expense, and Tenantshall within 10 days of demand reimburse Landlord for all reasonableout-of-pocket costs and expenses incurred by Landlord in connection with suchwork.  Tenant’s obligations under this Section 12.9(b) shall survive theexpiration or earlier termination of this Lease.  In addition, atLandlord’s election, Landlord may inspect the Premises and/or the Propertyfor Hazardous Materials at Landlord’s cost and expense within sixty (60)days of Tenant’s surrender of the Premises at the expiration or earliertermination of this Lease.  Tenant shall pay for all such costs and expensesincurred by Landlord in connection with such inspection if such inspectionreveals that a release or threat of release of Hazardous Materials exists at theProperty or Premises as a result of the acts or omission of Tenant, itsofficers, employees, contractors, and agents (except to the extent resultingfrom the acts or omissions of Landlord or Landlord’s agents, employees orcontractors).
 
             FinancialReporting.  
 
       Intentionallydeleted.
 
             NoConsequential Damages.  
 
       In no event shalleither Landlord or Tenant be liable to the other for consequential damages,provided that any damages or remedies expressly provided under this Lease andany damages incurred by the Landlord in connection with any holding over byTenant in the Premises, including without limitation those associated with loss,cost, liability or expense arising by virtue of the existence of aggrieved thirdparties (e.g. lenders and prospective tenants), shall not constituteconsequential damages.

24 
 
             GoverningLaw.  
 
       This Lease shall begoverned by and construed in accordance with the laws of the State ofMaryland.
 
             Signage.
 
       Landlord atLandlord’s cost, shall provide building standard lobby and floor signageidentifying Tenant on any multi-tenant floor included in the Premises.  Allsignage pursuant to this Section 12.13 shall be consistent with Landlord’sSignage and Design Standard and is subject to the approval of applicablegovernmental authorities.
 
             FutureConstruction.  
 
       Tenant acknowledgesthat Landlord and/or Landlord’s affiliates intend to develop and redevelopother premises and buildings at the Park.  Tenant agrees not to take any actionto oppose any application by Landlord for any permits, consents or approvalsfrom any governmental authorities for any redevelopment or additionaldevelopment of all or any part of the Park provided the same complies with theterms of this Lease and does not diminish Tenant’s rights hereunder, andwill use all commercially reasonable efforts to prevent any of Tenant’scontractors, subtenants, licensees, invitees, agents, servants or employees orothers for whom Tenant is legally responsible (collectively,““Tenant Responsible Parties”“) from doing so.  Forpurposes hereof, action to oppose any such application shall include, withoutlimitation, communications with any governmental authorities requesting that anysuch application be limited or altered.  Also for purposes hereof, commerciallyreasonable efforts shall include, without limitation, commercially reasonableefforts, upon receiving notice of any such action to oppose any application onthe part of any Tenant Responsible Parties, to obtain injunctive relief, and, inthe case of a subtenant, exercising remedies against the subtenant under itssublease.
 
***             ***Relocation.
 
       Landlord reserves theright to relocate the Premises to other space within the Park of comparable orsuperior functionality by giving Tenant at least sixty (60) days’ priornotice of such intention to relocate.  Effective on the date of such relocation,this Lease shall be amended by deleting the description of the original Premisesand any other provisions of this Lease affected by the relocation of thePremises and substituting therefor information relating to such relocationspace.  Landlord agrees to pay the reasonable cost of moving Tenant to suchother space and finishing such space (including without limitation theconstruction of tenant improvements) to a condition comparable to thethen-condition of the Premises.  
 
(The remainder of this page is intentionally leftblank)

25 

       IN WITNESS WHEREOF,this Lease has been executed and delivered as of the date first above written asa sealed instrument.
 
LANDLORD:
     
855 N. WOLFE STREET, LLC, a Delaware limited liabilitycompany,
  
 By:   	
Forest City - New East Baltimore Partnership, its solemember
 
By:   
FC East Baltimore Inc., its managing member
  
By: ____________/s/_______________________
 
Name:
 
Title:
    
TENANT:
   
CHAMPIONS BIOTECHNOLOGY, INC., a Delaware corporation
      
By:_________/s/__________________
 
Name: ________________________
 
Title: _________________________

26 

**EXHIBIT****A**
**Base Lease****Terms**
1.     Tenant:

Champions Biotechnology, Inc., a Delaware corporation

2.     Building:

The building located at 855 N. Wolfe Street, Baltimore, Maryland,which comprises a portion of the Science and Technology Park at Johns Hopkins,Baltimore, Maryland.

3.     Premises:

The area depicted on Exhibit C-1, comprising approximately1,185 rentable square feet and consisting of a portion of the 6th floor of theBuilding.

4.     Commencement Date:

The earlier of (x) the Substantial Completion Date, as defined inExhibit D, or (y) the date on which Tenant occupies the Premises for theconduct of its business, subject to acceleration for Delay as further describedin Exhibit D.  The Landlord and the Tenant shall, promptly following theCommencement Date, confirm in writing the Commencement Date.

5.     Scheduled Substantial CompletionDate:

April 1, 2009

6.     Initial Term:

Approximately one (1) year, commencing on the Commencement Date,and expiring at 11:59 p.m. on the last day of the calendar month in which the1st (first) anniversary of the Commencement Date occurs,**unless earlierterminated in accordance with this Lease (““TerminationDate”“)

7.     Annual Fixed Rent:

For the Initial Term, Annual Fixed Rent is as follows:  $66,000,payable in equal monthly installments of $5,500.  For the renewal terms, AnnualFixed Rent shall be increased from the Annual Fixed Rent during the InitialTerm, if the first renewal term, or Annual Fixed Rent during the prior renewalterm, if any subsequent renewal term, by the lesser of: (i) three percent (3%);or (ii) the percentage increase in the Price Index for the month that is three(3) months prior to the end of the Initial Term or renewal term that is beingmeasured as compared to the Price Index for the same month in the previouscalendar year; provided, however, in no event shall the Annual Fixed Rent forany renewal term be less than the Annual Fixed Rent for the preceeding period.““Price Index”“ shall mean the ““ConsumerPrice Index - for All Urban Consumers Washington-Baltimore (BasePeriod:  November, 1996 = 100) - All Items (CPI-U)”“as published by the United States Bureau of Labor Statistics (the““Price Index”“).
If at the appropriate time for determination of a increase inAnnual Base Rent, the Price Index is calculated on a different basis than as ofthe date of this Lease or is no longer published or issued, the Landlord willuse such other index as is then generally recognized and accepted forsimilardeterminations of purchasing power.

1 

8.     Security Deposit:

Tenant has provided a Security Deposit consisting of $5,500, asprovided in and subject to the provisions of Article 11 of the Lease.

9.     Parking Passes:

During the Term, Landlord shall cause to be provided to Tenanttwo (2) parking passes (each a ““Parking Pass”“), eachof which shall entitle the parking of a single motor vehicle in an unreservedparking space as further set forth in Section 2.4.  

10.     Landlord’sWork:

To be constructed by Landlord pursuant to ExhibitD.

11.     Permitted Use

General business and administrative offices, research anddevelopment, biotechnology laboratories, pharmaceutical research and customaryaccessory uses supporting the foregoing, all as permitted by applicable laws,regulations and ordinances.

12.     Maximum Floor Load

100 pounds per square foot (live load).

2 

**EXHIBIT B** 
**Legal****Description** 
Description of Lot Designated L-1A and being part ofBaltimore City Block Plat 1603, Ward 7, Section 13

Beginning for the same at the corner formed by the intersectionof the northerly right-of-way line of East Madison Street,66’ wide, and the east right-of-way line of North WolfStreet, 70’ wide, thence running with the easterlyright-of-way line of North Wolf Street, with all bearings anddistances being referenced to the Baltimore City Survey control system andhaving coordinates of North 776.6497 feet and East 7025.1104 feet, thence (1) N02o-48’-50” W 320.82’ to intersect theSoutherly right-of-way of Ashland Avenue (66’ wide), thencewith the southerly right-of-way of Ashland Avenue (2) N87o-10’-15” E 160.00’ crossing over NorthChapel Street (20’ wide), to be abandoned, to the easterly side of saidright-of-way, thence with the said easterly side of North ChapelStreet, (3) S 02o-45’-24”“E 321.05’to intersect the northerly right-of-way line of East MadisonStreet (66’ wide), thence with the said northerlyright-of-way line, (4) S87o-15’-17” W 159.68’ to the place ofbeginning. Containing 51,298 Square Feet or 1.177 Acres of land more orless.

1 

**EXHIBIT****C-1**
**Depiction****ofPremises**
**Champions ““Plug-and-Play”“****Laboratory****Layout**

1 

**EXHIBIT****C-2**
**Map of The Science and****Technology Park at JohnsHopkins**
**Showing Initial****Location ofParking**

2 

**EXHIBIT****D**
**WORK****LETTER**  
1.

Landlord shall perform improvements to the Premises in accordancewith the work list attached hereto as Attachment #1 (the "Worklist"), so long asno default shall occur under the Lease. The improvements to be performed byLandlord in accordance with the Worklist are hereinafter referred to as"Landlord’s Work".  Landlord shall have the right to select and approve ofany general contractor and subcontractors used in connection withLandlord’s Work.
  
2.

If Tenant shall request any changes to Landlord’s Work("**Change Orders**") that are approved by Landlord, Landlord shall have anynecessary revisions to the plans for Landlord’s Work prepared atTenant’s sole cost and expense, and Tenant shall reimburse Landlord withinfive (5) days for the cost of preparing any such revisions.  In addition,Landlord shall notify Tenant in writing of Landlord’s estimate of the costof completing the work set forth in the Change Orders ("**Excess Cost**").Landlord reserves the right to require Tenant to pay to Landlord the amount ofthe estimated Excess Cost before continuing with Landlord’s Work, and anydelay in the completion of Landlord’s Work due to a delay by Tenant inmaking such payment shall be deemed a Delay (as hereinafter defined).  If Tenantfails to pay the amount so demanded by Landlord within five (5) Business Daysafter such demand, Landlord reserves the right to withdraw its approval of theapplicable Change Order and to proceed with Landlord’s Work without regardto any changes encompassed by such Change Order.  Furthermore, if uponcompletion of Landlord’s Work, Landlord determines that the Excess Cost inconnection with Change Orders exceeds the amount of Excess Cost theretofore paidby Tenant to Landlord, Tenant shall, within five (5) Business Days afterLandlord’s demand, pay the balance of the Excess Cost to Landlord.  Anydelay in the completion of Landlord’s Work caused by Change Orders shallbe deemed a Delay.
  
3.

The date upon which Landlord’’s Work is substantiallycomplete shall be deemed the **““Substantial CompletionDate.”“** If Landlord shall be delayed in substantially completingLandlord’s Work as a result of the occurrence of any of the following (a**"Delay"**),
 
(a)

Tenant’s failure to furnish information in accordance withthis Work Letter or to respond to any request by Landlord for any approval orinformation within any time period prescribed, or if no time period isprescribed, then within two (2) Business Days of such request; or
    
(b)

Tenant’s request for materials, finishes or installationsthat have long lead times after having first been informed by Landlord that suchmaterials, finishes or installations will cause a Delay; or
    
(c)

Material changes in any plans and specifications requested byTenant; or
    
(d)

The performance or nonperformance by a person or entity employedby on or behalf of Tenant in the completion of any work in the Premises (allsuch work and such persons or entities being subject to prior approval ofLandlord); or

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(e)

Any request by Tenant that Landlord delay the completion of anycomponent of Landlord’s Work; or
    
(f)

Any breach or default by Tenant in the performance ofTenant’s obligations under this Lease; or
    
(g)

Tenant’s failure to pay any amounts as and when due underthis Work Letter; or
    
(h)

Any delay resulting from Tenant’s having taken possessionof the Premises for any reason prior to substantial completion ofLandlord’s Work; or
    
(i)

Any other delay chargeable to Tenant, its agents, employees orindependent contractors;
    
then, for purposes of determining the Commencement Date, the dateof substantial completion shall be deemed to be the day that Landlord’sWork would have been substantially completed absent any such Delay.Landlord’s Work shall be deemed to be substantially completed on the datethat Landlord’s Work has been performed (or would have been performedabsent any Delay), other than any details of construction, mechanical adjustmentor any other matter, the noncompletion of which does not materially interferewith Tenant’s use of the Premises.  The adjustment of the CommencementDate and, accordingly, the postponement of Tenant’s obligation to pay Rentand other sums due under the Lease shall be Tenant’s sole remedy thatTenant might otherwise have against Landlord by reason of the Premises not beingready for occupancy by Tenant on the Scheduled Substantial Completion Date.Promptly after the determination of the Commencement Date, Landlord and Tenantshall enter into a letter agreement (the "**Commencemen**t **Letter**")setting forth the Commencement Date and any other dates that are affected by theadjustment of the Commencement Date. The Commencement Letter shall identify anyminor incomplete items of Landlord’s Work as reasonably determined byLandlord’s architect  (the "**Punchlist Items**"), which PunchlistItems Landlord shall promptly remedy.  Tenant, within five (5) days afterreceipt thereof from Landlord, shall execute the Commencement Letter and returnthe same to Landlord.  Notwithstanding anything herein to the contrary, Landlordmay elect, by written notice to Tenant, not to adjust the Commencement Date asprovided above if such adjustment would cause Landlord to be in violation of theexisting rights granted to any other tenant of the Building.  If Landlord electsnot to adjust the Commencement Date, the Commencement Date shall be theScheduled Substantial Completion Date, provided that Rent shall not commenceuntil the date that Landlord’s Work has been substantially completed (orwould have been substantially completed absent any Delays).
  
4.

This Work Letter shall not be deemed applicable to any additionalspace added to the original Premises at any time or from time to time, whetherby any options under the Lease or otherwise, or to any portion of the originalPremises or any additions to the Premises in the event of a renewal or extensionof the original Term, whether by any options under the Lease or otherwise,unless expressly so provided in the Lease or any written amendment or supplementto the Lease. All capitalized terms used in this Work Letter but not definedherein shall have the same meanings ascribed to such terms in theLease.

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**ATTACHMENT****#1**
**WORKLIST**

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**EXHIBIT****E**
**Standard Services**
The following services will be provided exclusively by theLandlord:

A.
Regular maintenance of exterior and parking lot landscaping andBuilding common areas.

B.
Regular maintenance, sweeping and snow and ice removal ofbuilding exterior areas such as roadways, driveways, sidewalks, parking areasand courtyard paving.

C.
Maintenance and repair of base building surveillance and alarmequipment, base building elevators, base building mechanical, electrical andplumbing systems, and base building life safety systems.

D.
Building surveillance and alarm system operation and theLandlord’s live monitoring service to building standard specifications,provided twenty-four (24) hours a day, seven (7) days a week, three hundredsixty-five days (365) days a year.

E.
Complete interior and exterior cleaning of all windows two timesper year.

F.
Daily, weekday maintenance of hallways, passenger and freightelevators, bathrooms, lobby areas and vestibules.

G.
Periodic cleaning of stairwells, freight elevators, and back ofhouse areas.

H.
Cold water in the common areas for lavatory and drinkingpurposes. 

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**EXHIBIT****F**
**Rules and Regulations**
DEFINITIONS

     Wherever in these Rules and Regulations the word““Tenant”“ is used, it shall be taken to apply to andinclude the Tenant and its agents, employees, invitees, licensees, contractors,any subtenants and is to be deemed of such number and gender as thecircumstances require.  The word ““Premises”“ is to betaken to include the space covered by the Lease.  The word““Landlord”“ shall be taken to include the employees andagents of Landlord.  Other capitalized terms used but not defined herein shallhave the meanings set forth in the Lease.

     The following Rules and Regulations apply to buildingsthat are wholly occupied by a single tenant.

a)
No actions shall be taken by Tenant that modify the exteriorappearance of the Premises or the Building, unless expressly permitted by theLease or the Landlord.

b)
No blinds, shades, awnings or other window treatments shall beplaced or installed in windows or curtain wall glazing other than those approvedby Landlord.  

c)
No sign, advertisement, notice or the like, shall be posted onthe Building exterior, in windows visible from the exterior of the building, orin the building lobby except as permitted under the terms of the Lease or asreasonable necessary in the operation of Tenant’s business without priorapproval of Landlord, not to be unreasonably withheld. 

d)
The Building lobby shall be open to the public during normalbusiness hours (at a minimum 9:00 a.m. through 5:00 p.m., Monday through Fridayexcept legal holidays).  Tenant shall be responsible for locking of doors to thePremises.  All locksets shall accept the Best key system.  If the Building keysystem is maintained by Tenant, designated representatives of Landlord shall beprovided with keys and/or access cards so as to facilitate access to all spaceswithin the Building in case of emergency.  No locks or similar devices not onthe master key system shall be attached to any doors.

e)
All deliveries to the Building, other than envelopes and smallpackages that can legitimately be delivered by hand or bicycle courier service,shall be accepted only through the building loading dock and not through themain lobby.  

f)
Bicycles may only be stored in designated bicycle racks providedin the Park garages or elsewhere on the grounds of the Park.  Bicycles shall notbe fastened to fences, signposts, or other non**-**designated equipment, norshall bicycles or vehicles of any kind shall be brought into or kept in or aboutthe building lobby or the Premises. 

g)
Tenant shall not cause or permit any unusual or objectionableodors, noises or   vibrations to emanate from said Premises.

h)
No pets or other animals, excepting those used for researchpurposes or by a disabled person, shall be permitted in or about theBuilding.

i)
Unless specifically authorized by Landlord, employees or agentsof Landlord shall not perform for nor be asked by Tenant to perform work otherthan their regularly assigned duties.

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j)
Canvassing, soliciting and peddling in the Building is prohibitedand Tenant shall cooperate to prevent the same from occurring.

k)
Access roads and loading areas, parking areas, sidewalks,entrances, lobbies, halls, walkways, elevators, stairways and other common areaprovided by Landlord shall not be obstructed by Tenant, or used for otherpurpose than for ingress and egress.

l)
Landlord shall have the right to make such other and furtherreasonable rules and regulations as in the judgment of Landlord, may from timeto time be needed for the safety, appearance, care and cleanliness of theBuilding or the Park and for the preservation of good order therein. Allreasonable parking, building operation, or construction rules and regulationswhich may be established from time to time by Landlord and enforced on a uniformbasis (i.e. non discriminatory) shall be respected and obeyed, subject to therequirements of this Lease.

m)
Landlord shall not be responsible to Tenant for any violation ofrules and regulations by other tenants except that Landlord shall use good faithefforts to uniformly enforce such rules and regulations.

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**EXHIBIT****G**
**Dang Letter**

****
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