** **

**EXHIBIT 10.42**

**UNIVERSITY****SCIENCE CENTER**

**LEASE AGREEMENT**

This Lease is made by and between University Research Park, Incorporated, a Wisconsin non-stock corporation (hereinafter referredto as "Landlord"), and Mentor Corporation, a Minnesota corporation(hereinafter referred to as "Tenant"), as of the date of execution byLandlord as set forth on the signature page hereof.

W I T N E S S E T H :

IT IS HEREBY AGREED, by and between theparties hereto, in consideration of the covenants and agreements set forth inthis Lease, as follows:

**1.  PREMISES AND TERM**

**1.1.      LeasedPremises.**  Landlord hereby leasesto Tenant and Tenant hereby leases from Landlord on the terms and provisionsand subject to the conditions hereinafter set forth in this Lease, the followingdescribed premises:

Space in a building located at 535 Science Drive,Suites A, B, C and D, Madison, Dane County, Wisconsin, (herein referred to asthe "Leased Premises") consisting of approximately 9,500 leasablesquare feet of space and all necessary common areas situated upon the propertydescribed in Exhibit A attached hereto. (The Property described in Exhibit A isreferred to herein as the "Landlord's Property"). The location of theLeased Premises on the Landlord's Property is indicated on the map attachedhereto as Exhibit B-1, and the floor plan attached hereto as Exhibit B-2. 

**1.2.       Term of Lease**.  The term of this Lease ("the term") shall beginon May 1, 2004 ("the commencement date"). The term shall end at midnight ten (10) years later.

**1.3.       Security Deposit**.  Tenant shall pay toLandlord upon execution of this Lease the sum of Fourteen Thousand Two HundredFifty and no/100 Dollars ($14,250.00) as security for theperformance of the obligations hereof by Tenant.  This sum shall be returned toTenant within thirty (30) days following the termination of this Lease,provided Tenant has fulfilled all of its obligations herein.

**1.4.       Condition ofPremises.** Landlordshall deliver the Leased Premises in "As-Is" condition, except that Landlordreserves the right to remove equipment and fixtures and improvements requiredto relocate the current tenant.

 

 

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**2.  RENT**

**2.1.      BaseRent.**  Tenant shall pay toLandlord at its office in Madison, Wisconsin, or such other place as Landlordmay designate in writing, and without any deduction or offset whatsoever, asbase rent and tenant improvement cost reimbursement, the following amounts onor before the first day of each calendar month during the term indicated:

(a)        The sum of Eighteen and no/100Dollars ($18.00) per square foot per year (i.e. the sum of One HundredSeventy-One Thousand and no/100 Dollars ($171,000.00) in 12 equal monthlyinstallments of Fourteen Thousand Two Hundred Fifty and no/100 Dollars($14,250.00) in advance on or before the first day of each calendar monthduring the first year of this Lease.

(b)        Thebase rent for each subsequent lease year, including any lease year in theextended term, shall be the base rent for the prior year increased by three (3%) percent annually. The first such increase shall take place on January 1, 2005.

If the term of this Leasedoes not commence on the first day of a calendar month, the base rent for suchfractional month shall be computed pro rata on the basis of thirty (30) daysper month and paid to Landlord on the first day of the next succeeding calendarmonth along with the rent for such succeeding month.

**2.2.      AdditionalRent.**  In addition to baserent, Tenant shall pay as part of the consideration for this Lease and asadditional rent, hereinafter designated "additional rent," alladditional amounts hereinafter provided for and the same shall be payable withinfourteen (14) days of Landlord's demand except as otherwise expressly provided.

**2.3.      PastDue Rent.**  If Tenant shall failto pay when due any base rent or additional rent, and such amount shall not bepaid within fourteen (14) days after the date when due, such unpaid amountsshall bear interest from the due date thereof to the date of payment at theprime interest rate then charged by the U.S. Bank National Association or itssuccessors or assigns.

**2.4       RealEstate Taxes**.  Landlord shall pay allreal estate taxes on Landlord's Property, including all general real estatetaxes, personal property taxes on Landlord's Property and installments forspecial assessments arising during the term of the Lease.  Tenant agrees toreimburse Landlord for Tenant's Proportionate Share of such taxes andassessments.  "Proportionate Share" for purposes of this Lease shallbe the ratio obtained by dividing the leasable square feet of the LeasedPremises by the leasable square feet of all buildings constructed from time totime on Landlord's Property.  Tenant may pay its Proportionate Share of suchtaxes in installments at least ten days prior to when such installment is duethe treasurer, unless the escrow of taxes is required as provided below. Landlord shall elect the longest payment schedule possible for specialassessments arising during the term of this Lease.  Landlord shall contest realestate tax assessments upon request of Tenant, subject to Tenant's payment ofits Proportionate Share of reasonable attorneys' fees and costs incurred insuch contest.

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Tenant's Proportionate Share shall beadjusted each time there is any change in the area of the Leased Premises or ofall buildings constructed from time to time on Landlord's Property.  Anyadjustment shall take place on the first day of the first calendar monthfollowing the change in either of those areas.

Tenant's obligation for each taxdescribed in this section shall be prorated for the first year of this Lease asof the Commencement Date of this Lease.

Tenant shall, upon notice from Landlord,pay in escrow to Landlord one-twelfth (1/12) its Proportionate Share of theestimated annual real estate taxes, personal property taxes and installmentsfor special assessments for Landlord's Property on the first day of each monthafter such request, provided, however, that if the sum of such installmentsshall be less than the total amount of Tenant's Proportionate Share of suchtaxes, Tenant shall pay such deficiency at least ten (10) days in advance ofthe due date of such taxes, taking into account any installment paymentarrangements offered by the taxing authority without the imposition of anyfinance charge, penalty or other cost.  Tenant's escrow payment shall beapplied by Landlord to the payment of the taxes on the Landlord's Property.  Atthe termination of this Lease, Tenant shall promptly pay Landlord for Tenant'sProportionate Share of the estimated taxes based upon that portion of thetermination year this Lease is in effect.  Such estimate shall be based uponthe taxes for the preceding year.  Any payment by Tenant in excess of itsProportionate Share of taxes for any tax year shall be refunded to Tenant assoon as reasonably practicable.

**3.  INSTALLATIONS,REPAIRS ANDMAINTENANCEOF LEASED PREMISES**

**3.1.      Maintenanceby Tenant.**  Tenant shall at alltimes keep the Leased Premises and all partitions, doors, fixtures, equipmentand appurtenances thereof (including but not limited to lighting and plumbingequipment, lines and fixtures) in good order, condition and repair, includingperiodic painting as determined by Landlord, reasonable wear and tear excepted.If Tenant refuses or neglects to repair property as required hereunder and tothe reasonable satisfaction of Landlord as soon as reasonably possible afterwritten demand, Landlord may make such repairs without liability to Tenant forany loss or damage that may accrue to Tenant's property or to Tenant's businessby reason thereof, and upon completion thereof, Tenant shall pay Landlord'scosts for making such repairs, upon presentation of bill therefor, asadditional rent. When used in this paragraph, the term "repairs" shall includereplacements and renewals when necessary and all such repairs shall be equal inquality and class of original work.

**3.2.      Maintenanceby Landlord.**  Landlord shall keepfoundations, exterior walls, roof and all other structural members, bothinterior and exterior of the Leased Premises and all common areas in goodrepair and shall have access to the Leased Premises upon reasonable priornotice for such purpose, but Landlord shall not be required to make any suchrepairs which become necessary or desirable by reason of the negligence ofTenant, its agents, servants, employees or customers.  Landlord shall also keepand maintain heating, ventilating and air conditioning lines and equipment.

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Tenant shall pay for a pro rata portionas a common area maintenance charge (described in Section 5.5) of the cost ofthe replacement of heating and air conditioning equipment.  The total chargefor replacement before proration, shall be limited to a fraction of thereplacement cost thereof, the numerator of which shall be the number of yearswhich have expired since the commencement date of this Lease (including anypartial year), and the denominator of which shall be twenty (20).  The balanceof such cost shall be paid by Landlord.  Landlord shall enter into servicecontracts on all heating, ventilating and air conditioning units, including butnot limited to changing filters, checking belts and oiling of units.  Tenantshall pay its pro rata share of the cost of such contracts as a common areacharge.

**3.3.      ExteriorSigns.**  All signs to beinstalled by Tenant shall be approved in advance in writing by the DesignReview Board appointed by the Board of Regents of the University of Wisconsin System. All signs to be installed by Landlord shall be approved in advance in writingby the Design Review Board.

Tenant shallremove all signs installed by Tenant at the termination of this Lease. Suchinstallations and removals shall be made in such a manner as to avoid injury,defacement or any other damages to the buildings and improvements. The cost ofrepairing any damage to the building caused by the installation, removal, ormaintenance of the sign shall be borne by the Tenant.

The cost of all signs, other than thosefurnished by Landlord, including the installation, maintenance, and removalthereof, shall be the responsibility of the Tenant.

**3.4.      Alterations,Changes and Installations by Tenant**. Tenantshall not make or cause to be made any alterations, additions or improvementsto the Leased Premises, or cause to be installed any fixtures, interior orexterior lighting, plumbing equipment or mechanical equipment, without theprior written consent of Landlord.

**3.5.      Fixturesand Equipment. ** Subject to Section3.4, Tenant may, at its own expense, furnish and install such equipment in andon the Leased Premises as may be necessary or desirable for Tenant's business.Landlord and Tenant acknowledge that all business and trade fixtures currentlylocated within the Leased Premises are the property of the Landlord.

**3.6       Liensand Obligations. ** Tenant agrees not tocreate or to permit others to create any lien or obligations against Landlordor the Leased Premises in making alterations, repairs or in installingmaterials, fixtures or equipment, agrees to cause any claim for such lien to bereleased, and further agrees to hold Landlord harmless from all claims anddemands by any third party in any manner connected with such alterations,repairs or installations or with Tenant's occupancy for such purpose. Tenantshall comply with all laws and all directions, rules and regulations of all governmentalregulatory bodies or officials having jurisdiction over such alterations,repairs or installations, except that Tenant shall not be required to complywith any laws, regulations or orders by governmental authority necessitatingstructural alterations, changes, repairs or additions, unless made necessary bythe act or work performed by Tenant, in which case Tenant shall so comply, atits own expense, after first procuring the written consent of Landlord.

 

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**4.  CONDUCT OFBUSINESS**

**4.1       BusinessUse.**  It is understood andagreed that the Leased Premises shall be used and occupied by Tenant as a generaloffice and laboratory. Tenant shall not use the Leased Premises for any use notidentified as a permitted use by any zoning ordinance or other governmentalregulation relating to the Leased Premises or approved as a conditional use bythe governmental bodies having zoning authority. No use shall be permitted, oracts done, which will cause a cancellation of any insurancepolicy covering the Leased Premises. Tenant shall not sell, permit to be kept,used or sold in or about the Leased Premises any article which may beprohibited by the standard form of fire insurance policy. In the event Tenant'suse of the Leased Premises results in an increase in the cost of any insurancerelating to the Landlord's Property, Tenant shall pay such additional cost toLandlord upon demand. Tenant shall comply with all applicable laws, ordinances,regulations and/or deed and plat restrictions affecting the use and occupancyof the Leased Premises. Tenant shall not commit, or permit to be committed, anywaste or nuisance on the Leased Premises.

**4.2.      UtilityCharges. ** Tenant shall be solelyresponsible for and promptly pay all charges for heat, water, gas, sewer,electricity or any other utility used or consumed in the Leased Premises,including supplemental heating. In the event utilities shall not be separatelymetered, Tenant shall pay its prorated share based on the area of the LeasedPremises in relation to the leasable area in the buildings in which the LeasedPremises are located or another appropriate allocation method which fairlyallocates utility costs between tenants in the buildings based on differingusage.  In no event shall Landlord be liable for an interruption or failure inthe supply of any such utilities to the Leased Premises.

**4.3.      Taxeson Leasehold.**  Tenant shall beresponsible for and shall pay before delinquency all municipal, county, state,or other taxes assessed during the term of this Lease against any leaseholdinterest or personal property of any kind, owned by or placed in, upon or aboutLeased Premises by Tenant.

**4.4.      Assignmentor Subletting.**  Tenant agrees not tosell, assign, mortgage, pledge or in any manner transfer this Lease or anyestate or interest thereunder and not to sublet the Leased Premises or any partor parts thereof, except to any of its subsidiaries or affiliates, without theprior written consent of Landlord in each instance which consent shall not beunreasonably withheld.  No assignment or sublease to a subsidiary or affiliate ofTenant shall release Tenant from any obligations hereunder unless such assigneeor subtenant shall be of equal or better creditworthiness as reasonablydetermined by Landlord.  Consent by Landlord to one assignment of this Lease orto one licensing or subletting of the Leased Premises shall not be a waiver ofLandlord's rights hereunder as to subsequent assignment or subletting.Landlord's rights to assign this Lease are and shall remain unqualified.

 

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**4.5.      CorporateOwnership.**  If the Tenant is acorporation and if at any time during the term of this Lease any part or all ofthe corporate shares of said corporation shall be transferred by sale,assignment, operation or law or other disposition (except transfers by gift,bequest or inheritance) so that the result of such transfer would be the lossof voting control of said corporation by the person or persons owning amajority of said corporate shares at the date of this Lease, the Tenant shallnotify the Landlord in writing of such changes in voting control and Landlordmay terminate this Lease by giving Tenant written notice of such terminationwithin ninety (90) days after receipt of Tenant's notice. This section,however, shall not apply if on the date this Lease is executed the Tenant is acorporation, the outstanding common stock of which is listed on a recognizedsecurity exchange, or if at least eighty (80%) percent of the Tenant's stock isowned by another corporation, the common stock of which is so listed.

**4.6.      Rulesand Regulations.**  The rules andregulations appended to this Lease as Exhibit C are hereby made a part of thisLease, and Tenant agrees to comply with and observe the same. Tenant's failureto keep and observe said rules and regulations shall constitute a breach of the terms of this Lease in the manner as if the samewere contained herein as covenants. Landlord reserves the right from time totime to amend or supplement said rules and regulations and to adopt andpromulgate additional rules and regulations applicable to Leased Premises, andthe property described in Exhibit A, provided that such additional rules andregulations do not unreasonably interfere with Tenant's use and enjoyment ofthe Leased Premises. Notice of such additional rules and regulations, andamendments and supplements, if any, shall be given to Tenant, and Tenant agreesthereupon to comply with and observe all such rules and regulations andamendments thereto and supplements thereof.

**4.7.      Surrender. ** On the last day of the term of this Lease, including anyoption term, or upon the sooner termination thereof, Tenant shall peaceably andquietly surrender the Leased Premises and all improvements thereon in the samecondition as at the commencement of this Lease, in good order, condition andrepair, fire and other unavoidable casualty, and reasonable wear and tearexcepted. All alterations, additions, improvements and fixtures which may bemade or installed by either Landlord or Tenant upon the Leased Premises, shall remainthe property of Landlord and shall remain upon and be surrendered with theLeased Premises as a part thereof, without disturbance, molestation or injuryat the termination of the term of this Lease, whether by the elapse of time orotherwise, all without compensation or credit to Tenant. Any personal propertynot removed by Tenant shall be deemed abandoned and shall become the propertyof Landlord; provided, that the Landlord shall have the option to effect saidremovals and Tenant shall pay Landlord, on demand, the cost of removal thereof,with interest at the prime interest rate established by U.S. Bank NationalAssociation or its successors or assigns.

The deliveryto Landlord at the place then fixed for the payment of rent of the keys to theLeased Premises shall constitute surrender of the premises by Tenant andacceptance of the keys by Landlord shall constitute acceptance by Landlord ofsuch surrender. Such acceptance by Landlord shall not constitute a waiver ofany rights to recover damages under terms of this Lease. This method ofsurrender shall not be exclusive and shall be in addition to all other methodsof surrender.

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Anything in this section to the contrarynotwithstanding, at any termination of this Lease, Landlord shall have a lienupon all of the property of Tenant then located in or upon the Leased Premisesto secure the payment of any amounts due from Tenant to Landlord by reason ofthis Lease or to secure the payment of damages, and Landlord may retainpossession of such property until payment in full of said amounts. Said lienshall not be defeated by placing such property in storage. If Tenant has notredeemed said property within ninety (90) days after the termination of saidLease, Landlord may sell such property at public or private sale withoutfurther notice to Tenant, and shall apply in a reasonable manner determined byLandlord the proceeds of sale to reduce the amounts then owed from Tenant toLandlord.

**5.  COMMON USE AREAS ANDFACILITIES**

**5.1.      CommonArea.**  As used herein,"common area" shall include all of that portion of the improvementson and all areas within the Landlord's Property which are designed for common use and benefit, exclusive of space inbuildings (or any further buildings) designed for rental to Tenants forcommercial purposes as the same may exist from time to time. Landlord reservesthe right to change building perimeters, add additional buildings, drives, orother structures and to make other changes desired, provided only thatreasonable access to the Leased Premises is provided.   Landlord agrees toprovide access from the Leased Premises to the University Research Park DataNetwork ("URPNet").  URPNet is a high-speed communications service, linkingcomputers located at the University Research Park to the University ofWisconsin-Madison campus and national computer networks (the "Campus System"). URPNet is meant to encourage technology and information transfer betweencompanies and the University of Wisconsin-Madison researchers, staff andstudents.  URPNet consists of a fiber optic-based Ethernet serving portions ofthe University Research Park.  Individual workstations are connected to URPNetusing twisted-pair Ethernet compatible cabling.  URPNet is connected to theCampus System Ethernet using bridges and high-speed DS-3 communications lineoperating at 100 mega bits per second, leased through the University ofWisconsin-Madison.  Tenant's use of URPNet is subject to acceptable usepolicies promulgated from time to time by Landlord.  Landlord reserves theright to limit or deny any Tenant's use of URPNet as a result of violations ofpromulgated acceptable use policies.  Tenant's use of the Campus resources andcertain databases may be limited and may require negotiation of separateagreements between Tenant and the University of Wisconsin-Madison.  Attached isa description of certain services that may be available to Tenant (Exhibit D).

**5.2.      Useof Common Area.**  Landlord hereby grantsto Tenant, its employees, agents, customers and invitees, the nonexclusiveright during the term of this Lease to use the common areas from time to timeconstituted, such use to be in common with Landlord and all tenants of Landlordfrom time to time, its and their employees, agents, customers and invitees,except when the same are being repaired.

**5.3.      Operationand Maintenance.**  The common area shallat all times be subject to the exclusive control and management of Landlord andLandlord shall manage, operate, repair and maintain the common area and itsfacilities in a clean and sightly condition. The manner in which such area andfacilities shall be maintained and the expenditures therefor shall be at theLandlord's sole discretion.

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**5.4.      PreventingPublic Rights.**  If Landlord deems itnecessary in order to prevent the acquisition of special rights, Landlord mayfrom time to time close all or any portion of the common area or take suchaction as shall be reasonably appropriate for that purpose.

**5.5.      Chargefor Common Area and Facilities.** Duringthe term of this Lease Tenant shall pay to Landlord an annual charge whichshall be Tenant's pro rata share of the Landlord's actual cost of operating,repairing, and maintaining the common area and other facilities which shallinclude, but shall not be limited to driveway, parking areas, landscaped andvacant areas, area-ways, walks, curbs, corridors, gardens, sanitary and stormsewers, signs, public facilities such as washrooms, drinking fountains,toilets, the cost of operating, repairing, lighting, heating, air conditioning,cleaning, painting, removing of snow, ice and debris, policing and inspecting,insurance for hazards and other risks, maintenance including but not limited tosuch repair of paving, curbs, walkways, driveways, landscaping and drainage andlighting facilities as may be necessary from time to time to keep the same ingood condition and repair, a reasonable allowance for the depreciation ofmaintenance equipment, a reasonable allowance for Landlord's overhead costs inconjunction with the foregoing, and all costs and expenses other than those ofa capital nature, but excluding legal fees recovered by Tenant from Landlord inany litigation relating to this Lease. Landlord shall provide Tenant with anitemized statement of such costs.

**5.6.      FormulaFor Pro Rata Share.**  The annual charge forcommon area maintenance and facilities shall be computed on the basis of twelve(12) consecutive calendar months commencing and ending on dates designated bythe Landlord and shall be paid in advance in monthly installments on the firstday of each calendar month in an amount estimated by Landlord. Within sixty(60) days after the end of each such twelve (12) month period, Landlord shalldetermine and furnish to Tenant a computation of the actual amount charged forsuch period; and the amounts so estimated and paid during such period shall beadjusted promptly (including adjustments on a pro rata basis for any partialsuch period at either end of the Lease term) by one party'spaying to the other whatever amount is necessary to effectuate such adjustment.

The Tenant'spro rata share of the Landlord's actual costs defined in this Article shall bethat portion which the net leasable area in the Leased Premises bears to thetotal net leasable area in the buildings located from time to time on theLandlord's Property.

**5.7.      BasisFor Changes.**  Changes in anyparticular floor area occurring during any calendar month shall be effective onthe first day of the next succeeding calendar month and the amounts of anyfloor area in effect for the whole of any year shall be the average of thetotal amounts in effect on the first day of each calendar month in such year.

**6.  INSURANCE**

**6.1.      CasualtyInsurance.**  Landlord shall at alltimes during the term of this Lease keep all improvements which are now orhereafter located on the Landlord's Property insured against loss or damage byfire and the extended coverage hazards at full insurance value with losspayable to Landlord, Landlord's mortgagee and such other parties as Landlordmay designate, as their interests may appear.

 

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Tenant agreesto reimburse Landlord for its pro rata share of the cost of such insurance.Tenant's pro rata share shall be based upon its portion of the cost ofimprovements on the Landlord's Property, as determined under Section 2.4(a)(2),and upon that portion of the policy year during which this Lease is in effect.Tenant's portion of the cost of the improvements on the Landlord's Propertyshall be determined, as a percentage, by dividing the cost of the LeasedPremises, including all equipment, and business and trade fixtures which are orbecome the property of Landlord under other provisions of this Lease, by thecost of all improvements on the Landlord's Property. Each month, Tenant shallpay to Landlord an amount equal to one-twelfth (1/12) of its pro rata share ofthe estimated annual casualty insurance premium. Upon Landlord's receipt of anypremium notice, Tenant shall upon demand make up any deficiency to the extentof its pro rata share.

**6.2.      PublicLiability Insurance.**  Landlord shall at alltimes during the term of this Lease keep in full force and effect a policy ofpublic liability and property damage insurance with respect to the Landlord'sProperty and all business operated thereon, with limits of public liability notless than One Million and No/100 ($1,000,000.00) Dollars for injury or death inany one occurrence, and property damage liability insurance in the amount ofOne Hundred Thousand and No/100 ($100,000.00) Dollars. The policies shall nameLandlord, Tenant and Landlord's mortgagees as co-insureds as their interestsmay appear. Upon written request by Tenant, Landlord shall provide the Tenantwith evidence of such insurance, including identification of the Tenant as aco-insured. Landlord may from time to time during the term of this Leaseincrease the above stated coverage in its discretion. Tenant shall reimburseLandlord for its pro rata share of the cost of such insurance in the samemanner as provided in Section 6.1 regarding casualty insurance.

**6.3.      Tenant'sContents.**  Tenant shall beresponsible for obtaining such insurance as it may deem advisable for allproperty located in the Leased Premises. It is understood that the insurance carried by Landlord does not cover the risk ofloss or damage to Tenant's property. Tenant waives any claim against Landlordand shall save Landlord harmless from any claim for loss or damage to contents,merchandise, fixtures, equipment or work done by Tenant regardless of the causeof any such damage or loss.

**6.4.      Increasein Fire Insurance.**  Tenant agrees that itwill not keep or use, in or upon the Leased Premises any article which may beprohibited by the standard form fire insurance policy. If Tenant's use oroccupancy causes any increase in premiums for fire or casualty insurance on theLandlord's Property, or the Leased Premises, or any part thereof, above therate of the least hazardous type of occupancy legally permitted in the LeasedPremises, Tenant shall pay the additional premium on such insurance. No part ofsuch additional premium resulting from the use or occupancy of another tenantshall be charged to Tenant under Sections 6.1 and/or 6.2 of this Lease. TheTenant shall also pay in such event any additional premium on any rentinsurance policy that may be carried by the Landlord for its protection againstrent loss through fire or other casualty. Bills for such additional premiumsshall be rendered by Landlord to Tenant at such times as Landlord may elect,and shall be due and payable by Tenant when rendered, and the amount thereofshall be deemed to be, and be paid as, additional rent.

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**6.5.      Hold Harmless.**  Landlord shall not be liable for any loss, injury, death,or damage to persons or property which at any time may be suffered or sustainedby Tenant or by any person whosoever may at any time be using or occupying orvisiting the Landlord's Property or be in, on, or about the same, whether suchloss, injury, death, or damage shall be caused by or in any way result from orarise out of any act, omission, or negligence of Tenant or of any occupant,subtenant, visitor, or user of any portion of the Landlord's Property, or shallresult from or be caused by any other matter or thing whether of the same kindas or of a different kind than the matters or things above set forth, andTenant shall indemnify Landlord against all claims, liability, loss or damagewhatsoever on account of any such loss, injury, death, or damage. Tenant shallindemnify Landlord against all claims, liability, loss or damage arising byreason of the negligence or misconduct of Tenant, its agents or employees.Tenant hereby waives all claims against Landlord for damages to the buildingand improvements that are now on or hereafter placed or built on the Landlord'sProperty and to the property of Tenant in, on, or about the Landlord'sProperty, and for injuries to persons or property in or about the Landlord'sProperty, from any cause arising at any time. The preceding sentences shall notapply to loss, injury, death, or damage arising by reason of the negligence ormisconduct of Landlord, its agents, or employees.

**6.6.      Waiver of Subrogation.**  Landlord and Tenant hereby release each other from any andall liability or responsibility to the other (or to anyone claiming through orunder them by way of subrogation or otherwise) for any loss or damage toproperty caused by fire or any of the extended coverage or supplementaryinsurance contract casualties, even if such fire or other casualty shall havebeen caused by the fault or negligence of the party or anyone for whom suchparty may be responsible, provided, however, that this release shall beapplicable and in force and effect only in respect to loss or damage occurringduring such time as the releaser's policies shall contain a clause or endorsementto the effect that any such release shall not adversely effect or impair orprejudice the right of the releaser to recover thereunder. Landlord and Tenanteach agree that their policies will include such a clause or endorsement solong as the same is obtainable and if not obtainable,shall so advise the other in writing and such notice shall release both partiesfrom the obligation to obtain such a clause or endorsement.

**7.  DESTRUCTION OF LEASEDPREMISES**

**7.1.      Destruction of Leased Premises.**  If the building, whichincludes the Leased Premises, is damaged or partially destroyed by fire orother casualty to the extent of less than one-quarter (1/4) of the then cost ofreplacement thereof above foundation, the same shall be repaired as quickly asis practicable, by Landlord. If the building which includes the Leased Premisesis so destroyed or damaged to the extent of one-quarter (1/4) or more of thethen replacement cost thereof, then Landlord may elect not to repair or rebuildby giving notice in writing terminating this Lease, in which event this Leaseshall be terminated as of the date of such notice.

**7.2.      Rebuilding by Landlord. ** If Landlord shall undertake to restore or repair thebuilding which includes the Leased Premises, it shall initiate and pursue thenecessary work with all reasonable dispatch, in a manner consistent with soundconstruction methods.

 

                                                                                                                                                                                                                                                                                        

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**7.3.      Abatement of Rent Upon Destruction of Premises.**  If such damage orpartial destruction renders the Leased Premises wholly untenantable, the baserent shall abate until the Leased Premises have been restored and renderedtenantable. If such damage or partial destruction renders the premisesuntenantable only in part, the base rent shall abate proportionately as to theportion of the Leased Premises rendered untenantable. Rent shall not abateunder this section if the damage or destruction is caused by the negligence ormisconduct of Tenant, its agents, employees, customers or invitees.

**8. EFFECT OF CONDEMNATION**

**8.1.      Total Condemnation.**  In the event that the Leased Premises or such part of theLeased Premises as will render the remainder untenantable, shall beappropriated or taken under the power of eminent domain by any public orquasi-public authority, this Lease shall terminate and expire as of the date oftaking.

**8.2.      Partial Condemnation. ** In the event of any other partial condemnation, Tenantshall have the option of terminating this Lease on the effective date of suchcondemnation by written notice to Landlord prior to such effective date, unlessLandlord shall provide to Tenant within a reasonable time after such effectivedate reasonably comparable space to that taken.

**8.3.      Tenant's Damages.**  Tenant shall have the right to claim and recover from thecondemning authority such compensation as may be separately awarded orrecoverable by Tenant in Tenant's own right on account of any and all damage toTenant's business by reason of the condemnation, and for or on account of anycost or loss to which Tenant might be put in removing Tenant's property.

**9.  REMEDIES**

**9.1.      Events of Default by Tenant.**  Upon the failure by Tenant to pay rent when due, Landlordmay terminate this Lease or Tenant's right to use and occupy the LeasedPremises by fourteen (14) days' written notice to Tenant unless Tenant withinsuch fourteen (14) days pays all rent due. Upon the happening of any one ormore of the following events: (a) the levying of a writ of execution orattachment on or against the property of Tenant; (b) the taking of any actionfor the voluntary dissolution of Tenant; (c) the commencement of a mechanic'slien foreclosure action against Tenant as a result of a mechanic's lien orclaim therefor against the land or Building of which the LeasedPremises are a part; (d) the failure of Tenant to perform any other of theterms, provisions, and covenants of this Lease, Landlord may terminate thisLease or Tenant's right to use and occupy the Leased Premises by thirty (30)days' written notice to Tenant unless Tenant, within such thirty (30) dayperiod, cures the specified default or, if the default is of a character whichcannot be cured within thirty (30) days, the Tenant commences and diligentlypursues the cure of such default within thirty (30) days.

 

 
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**9.2.      Re-Entry by Landlord.**  Upon such terminationof the Lease or termination of Tenant's right to use and occupy the LeasedPremises as aforesaid, or if Tenant at any time during the term of this Leasevacates the premises or ceases operating said business in the entire or anyappreciable part of the Leased Premises, except for causes beyond its control,Landlord may reenter the Leased Premises.

**9.3.      Right to Relet.**  Should Landlord elect to reenter, as herein provided, orshould it take possession pursuant to legal proceedings or pursuant to anynotice provided for by law, it may either terminate this Lease or it may fromtime to time without terminating this Lease, make such alterations and repairsas may be necessary in order to relet the Leased Premises, and relet the LeasedPremises or any part thereof for such term or terms (which may be for a termextending beyond the term of this Lease) and at such rental or rentals uponsuch other terms and conditions as Landlord in its sole discretion may deemadvisable upon each such reletting. All rentals received by the Landlord fromsuch reletting shall be applied, first, to the payment of any indebtednessother than rent due hereunder from Tenant to Landlord; second, to the paymentof any costs of such alterations and repairs; third, to the payment of rent dueand unpaid future rent as the same may become due and payable hereunder. Ifsuch rentals received from such reletting during the month be less than that tobe paid during that month by Tenant hereunder, Tenant shall pay any suchdeficiency to Landlord. Such deficiency shall be calculated and paid monthly.No such re-entry or taking possession of said premises by Landlord shall beconstrued as an election in its part to terminate this Lease unless a writtennotice of such intention be given to Tenant or unless the termination thereofbe decreed by a court of competent jurisdiction. Notwithstanding any suchreletting without termination, Landlord may at any time thereafter elect toterminate this Lease for such previous breach. Should Landlord at any time reenteror terminate this Lease for any breach set forth in Section 9.1 above, inaddition to any other remedies it may have, Landlord may recover from Tenantall damages it may incur by reason of such breach, including the cost ofrecovering the Leased Premises and reasonable attorney's fees.  All whichamounts shall be immediately due and payable from Tenant to Landlord.

**9.4.      Parties May Remedy Defaults.**  In the event of any breach hereunder by either party, andin lieu of Landlord's terminating this Lease as herein provided, Landlord orTenant respectively may immediately or at any time thereafter, after havinggiven the other party the requisite notice to correct the same and that timefor such correction having elapsed, cure such breach for the account and at theexpense of the other party. If Landlord or Tenant at any time, by reason ofsuch breach, is compelled to pay, or elects to pay, any sum of money or do anyact which will require the payment of any sum of money, or incurs any expense,including reasonable attorney's fees, in instituting or prosecuting any actionor proceeding to enforce such party's rights hereunder, the sum or sums so paidor incurred by such party, if paid or incurred by Landlord, shall be deemed tobe additional rent hereunder and shall be due from Tenant to Landlord on the first day of the month following thepayment of such respective sums, and if paid or incurred by Tenant, shall bedue and payable by Landlord on demand with interest at the rate provided inSection 4.7 hereof. This option is given to the parties is intended for theirprotection and its existence shall not release the parties from the obligationto perform the terms and covenants herein provided to be performed by therespective parties or deprive Landlord of any legal rights which it may have byreason of any default of Tenant.

 

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**9.5.      Landlord'sRemedies:  Liquidated Damages.**  In the event that at any time, whether before or after the commencementof the term hereof, a bankruptcy petition shall be filed by Tenant or againstTenant and Tenant shall thereafter be adjudicated a bankrupt, or such petitionshall be approved by the court, in any court or pursuant to any statute eitherof the United States or of any State, whether in bankruptcy, insolvency, forreorganization under Chapter XI or XIII of the Bankruptcy Act or under anyother provisions of the Bankruptcy Act, or under the provisions of any law oflike impact, for the appointment of a receiver or trustee of Tenant or for theproperty of Tenant, or if Tenant shall make an assignment of Tenant's propertyfor the benefit of its creditors, or if proceedings are instituted in a courtof competent jurisdiction for the reorganization, liquidation or involuntarydissolution of Tenant, then immediately upon the happening of any such event,and without any entry or other act by Landlord, this Lease and the term andestate hereby granted (whether or not the term shall therefore have commenced)shall expire, terminate and come to an end in the same manner and with the sameforce and effect as if the date of such occurrence were the date hereinbeforefixed for the expiration of the term hereof. In the event of the termination ofthe term hereof by the happening of any such event, Landlord shall forthwithupon such termination, and any other provisions of this Lease to the contrarynotwithstanding, become entitled to recover as and for liquidated damagescaused by such breach of the provisions of this Lease an amount equal to thedifference between the then cash value of the rent reserved hereunder for the unexpired portion of the demised term and the then cash rental value of theLeased Premises for such unexpired portion of the term hereby demised unlessthe statute which governs or shall govern the proceeding in which such damagesare to be provided limits or shall be entitled to prove as and for liquidateddamages an amount equal to that allowed by or under such statute. The provisionof this paragraph shall be without prejudice to Landlord's right to prove infull damages for rent accrued prior to the termination of this Lease but notpaid. This provision of this Lease shall be without prejudice of any rightsgiven Landlord by any pertinent statute to prove any amounts allowed thereby.In making such computation, the then cash rental value of the Leased Premisesshall be deemed prima facie to be the rent realized upon any reletting, if suchreletting can be accomplished by Landlord within a reasonable time after such atermination of this Lease.

**9.6.      Expenses of Landlord.**  Upon the occurrence of an event of default (as defined inSection 9.1 above), notwithstanding anything herein to the contrary and whetheror not Landlord terminates this Lease, Tenant shall promptly, upon request,reimburse Landlord for all costs and expenses reasonably incurred in enforcingthis Lease, including reasonable attorneys' fees.

**9.7.      Waiver of Redemption.**  Tenant hereby expressly waives any and all rights ofredemption granted by or under any present or future laws in the event ofTenant's being evicted or dispossessed for any cause, or in the event ofLandlord's obtaining possession of the Leased Premises, by reason for theviolation by Tenant of any of the covenants or conditions of this Lease, orotherwise.

**9.8.      Defaults of Landlord.**  Should Landlord be in default under the terms of thisLease, Landlord shall cure such default within thirty (30) days after writtennotice of such default from Tenant, or in the event such default is of such acharacter as to require more than thirty (30) days to cure, Landlord shall usedue diligence to cure such default.

 

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**9.9.      Rights Cumulative.**  All rights and remedies of Landlord and Tenant hereinenumerated shall be cumulative and none shall exclude any other right or remedyallowed by Law, and said rights and remedies may be exercised and enforcedconcurrently and whenever and as often as occasion therefor arises.

**10.  MISCELLANEOUS**

**10.1.    Subordination.**  At Landlord's option, this Lease shall be subordinated toany existing mortgages covering the Leased Premises, any extension or renewalthereof, or to any new mortgages which may be placed thereon from time to time,provided, however, anything to the contrary contained herein notwithstanding,every such mortgage shall contain a provision that the mortgagee shallrecognize the validity of this Lease in the event of foreclosure of theLandlord's interest so long as Tenant shall not be in default under the termsof this Lease. Tenant shall execute whatever instruments may be required toeffect such subordination.

**10.2.    Sale of Property.**  Landlordshall have the right at any time to sell, transfer or convey its interest inall or any portion(s) of Landlord's Property, improvements and buildings ofwhich the Leased Premises are a part to any person, firm or corporationwhatsoever, and upon any such sale, transfer or conveyances, Landlord shallcease to be liable under any covenant, condition or obligation imposed upon itby this Lease, or any of the terms and provisions thereof; provided, however,that any such sale, transfer or conveyance shall be subject to this Lease andthat all of the Landlord's covenants and obligations contained herein shall bebinding upon the subsequent owner or owners thereof; and provided further thatsuch transferee from Landlord shall in writing assume the obligations ofLandlord hereunder.

**10.3.    Offset Statement. ** Within ten (10) days after request therefor by Landlord, orin the event that upon any sale, assignment or hypothecation of the LeasedPremises and/or all or any portion(s) of the Landlord's Property by Landlord anoffset statement shall be required by Tenant; Tenant agrees, upon request byLandlord or any proposed mortgagee or purchaser, to deliver in recordable forma certificate to any proposed mortgagee or purchaser, or to Landlord,certifying (if such be the case) that this Lease is in full force and effectand that there are no defenses or offsets thereto, or stating those claimed byTenant.

**10.4.    Attornment.**  Tenant shall, in the event any proceedings are brought for theforeclosure of, or in the event of exercise of the power or sale under anymortgage made by the Landlord covering the Leased Premises, attorn to thepurchaser upon any such foreclosure or sale and recognize such purchaser as theLandlord under this Lease.

**10.5.    Recording.**  Tenant shall not record this Lease without the writtenconsent of Landlord; however, upon the request of either party hereto the otherparty shall join in the execution of memorandum or socalled "short form" of this Lease for the purpose of recordation.Said memorandum or short form of this Lease shall describe the parties, theLeased Premises and the term of this Lease and shall incorporate this Lease byreference.

 

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**10.6.    Excavations.**  In case any excavation shall be made for buildings orimprovements or for any other purpose upon the land adjacent to or near theLeased Premises, Tenant will afford to Landlord, or the person or persons,firms or corporations causing or making such excavation, license to enter uponthe Leased Premises for the purpose of doing such work as Landlord or suchperson or persons, firms or corporations shall deem to be necessary to preservethe walls or structures of the building from injury, and to protect thebuilding by proper securing of foundations. Insofar as Landlord may havecontrol over the same, all such work shall be done in a manner as will notmaterially interfere with the operation of Tenant's business in the LeasedPremises.

**10.7.    Access to Premises. ** Tenant shall permit Landlord, its agents and employees,upon reasonable prior notice, to enter the Leased Premises at all reasonabletimes, for the purpose of making repairs, additions or alterations to thebuilding in which the Leased Premises are located, or for the purpose ofinspecting (including without limitation inspections for determining thecompliance by any laboratory and animal operations with minimum health andsafety requirements or standards) or for the purpose of posting notices ofavailability for rent without any rebate or abatement of rent and without anyliability for any loss of occupation or quiet enjoyment of the Leased Premises.For purposes of this Section, the standards set forth in the Guide for the Careand Use of Laboratory Animals  (which outlines the rules and regulations of theAnimal Welfare Act and the Public Health Service Policy on Humane Care and Useof Laboratory Animals) shall constitute such minimum standards.  In addition,upon the request of Landlord, Tenant will promptly, within three days ofLandlord's request, furnish to Landlord copies of all reports, filings andrecords required to be maintained by Tenant with respect to hazardous materialslocated or used in the Leased Premises, including all "Material Safety DataSheets."  The exercise by Landlord of any of its rights under this provisionshall not be deemed an eviction or disturbance of Tenant's use and possessionof the Leased Premises.

**10.8.    Quiet Enjoyment.**  If and so long as Tenant pays the rent reserved by thisLease and performs and observes all of the covenants and provisions hereof,Tenant shall quietly enjoy the Leased Premises, subject, however, to the termsof this Lease.

**10.9.    Notices.**  Any notice required or permitted under this Lease shall bedeemed sufficiently given or served if sent by certified mail to Tenant at theaddress of the Leased Premises, and to Landlord at its office or such otherplace as it may designate in writing, and either party may by like writtennotice at any time and from time to time designate a different address to whichnotices shall subsequently be sent. Notices given in accordance with theseprovisions shall be deemed received when mailed.

**10.10.  Holding Over.**  In the event Tenant remains in possession of the LeasedPremises after the expiration of this Lease and without the execution of a newLease, it shall be deemed to be occupying said premises as a Tenant frommonth-to-month, subject to all conditions, provisions andobligations of this Lease insofar as the same are applicable to amonth-to-month tenancy. Nothing in this section shall operate to precludeLandlord from removing Tenant from the Leased Premises upon the expiration ofthis Lease.

 

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**10.11.  Consents by Landlord.**  Whenever under this Lease provision is made for Tenantsecuring the written consent or approval of Landlord, such consent or approvalwill not be unreasonably withheld.

**10.12.  Successors and Assigns. ** The terms, covenants and conditions hereof shall be bindingupon and inure to the successors in interest and assigns of the parties hereto.

**10.13.  Governmental Regulations. ** Tenant shall, at Tenant's sole cost and expense, complywith all of the requirements of all city, county, municipal, state, federal andother applicable governmental authorities, now in force, or which may hereafterbe in force, pertaining to signs, installations, repairs and businessoperations in the Leased Premises and shall faithfully observe all statutes nowin force or which may hereafter be in force.

**10.14.  Certain Expenses of Landlord.**  Any out-of-pocket expenses reasonably incurred by Landlordfor purposes of considering or acting upon any request for consent or waiverunder, or modification of, any of the provisions of this Lease, includingreasonable attorney's fees, shall be promptly reimbursed by Tenant upon Landlord'srequest.

**10.15.  Force Majeure.**  In the event that either Landlord or Tenant shall bedelayed or hindered in or prevented from the performance of any act requiredhereunder by reason of strikes, lock outs, labor disputes, inability to procurematerials, failure of power, restrictive governmental laws or regulations,riots, insurrection, war or other reason of a like nature not attributable tothe negligence or fault of the party delayed in performing work or doing actsrequired under the terms of this Lease, then performance of such act shall beexcused for the period of the unavoidable delay and the period for theperformance of any such act shall be extended for an equivalent period.Provided, however, that this provision shall not operate to excuse Tenant fromthe timely payment of rent and other payments required by the terms of thisLease.
  
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10.16.  General.  Nothing contained in this Lease shall be deemed orconstrued by the parties hereto or by any third party to create therelationship of principal and agent or of partnership or of joint venture or ofany association between Landlord and Tenant, it being expressly understood andagreed that neither the method of computation of rent nor any other provisionscontained in this Lease nor any acts of the parties hereto shall be deemed tocreate any relationship between Landlord and Tenant other than the relationshipof landlord and tenant. No waiver of any default of Tenant or Landlordhereunder shall be implied from any omission by Landlord or Tenant any actionon account of such default if such default persists or is repeated, and noexpress waiver shall affect any default other than the default specified in theexpress waiver and that only for the time and to the extent therein stated. Oneor more waivers of any covenant, term or condition of this Lease by Landlord orTenant shall not be construed as a waiver of a subsequent breach of the samecovenant, term or conditions. The consent or approval by Landlord to or of anyact by Tenant requiring the Landlord's consent or approval shall not be deemedto waive or render unnecessary Landlord's consent or approval to or of anysubsequentsimilar act by Tenant. The invalidity orunenforceability of any provision hereof shall not affect or impair any provision.The plural sense where there is more than one tenant and to eithercorporations, associations, partnership or individuals, male or females, shallin all instances be assumed as though in each case fully expressed. The laws ofthe State of Wisconsin shall govern the validity, performance andenforcement of this Lease. The submission of this Lease for examination doesnot constitute a reservation of or option for the Leased Premises and thisLease becomes effective as a Lease only upon execution and delivery thereof byLandlord and by Tenant. The headings contained herein are for convenience onlyand do not define, limit or construe the contents of the provisions hereof. Allnegotiations, representations and understandings between the parties areincorporated herein and may be modified or altered only by agreement in writingbetween the parties.

**10.17.  NoOption.** The submission of this Lease for examination does not constitute a reservationof or option for the Leased Premises, and this Lease shall become effectiveonly upon execution and delivery thereof by both parties.  

**11.  ATTACHMENTS**

**11.1.    Attachments.**  The following are attached hereto and made a part hereofwith the same force and effect as if set forth in full herein:

**(a)**        Exhibit A:         Legal Descriptionof Landlord's Property.

**(b)       **Exhibit B-1:      Location of LeasedPremises.

**(c)       **Exhibit B-2:      Floor Plan.

**(d)       **Exhibit C:         Rules and Regulations.

**(e)       **ExhibitD:         Description of Network Services

**            INWITNESS WHEREOF,**Landlord and Tenant have executed this Lease and affixed their respective sealsas of the day, month and year set forth below.

**LANDLORD:**

** **

**TENANT:**

**UNIVERSITY RESEARCH PARK, INCORPORATED**

** **

**MENTOR  CORPORATION**

By:

/s/Mark D.  Bugher

By:

/s/Adel  Michael

Mark D. Bugher  Assistant Secretary/Treasurer

Adel Michael  Vice Chairman and	Chief  Financial Officer

Date:

March 17, 2004

Date:

March 17, 2004
 
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**EXHIBIT A**

**LEGAL DESCRIPTION OF LANDLORD'S PROPERTY**

** **

 

 

 

 

 

 

 

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**EXHIBIT B-1**

**LOCATION OF LEASED PREMISES**

 

 

 

 

 

 

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**EXHIBIT B-2**

**FLOOR PLAN**

See Attached

 

 

 

 

 

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**EXHIBIT C**

**RULES AND REGULATIONS**

ThePremises shall be a smoke-free environment.  No smoking shall be permittedanywhere in the building or in or around the main entrance (fronting on Science Drive) to the building.

 

 

 

 

 

 

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**EXHIBIT D**

**DESCRIPTION OF NETWORK SERVICES AVAILABLE ON OR THROUGH THE UNIVERSITY OF WISCONSIN-MADISON CAMPUS COMPUTER NETWORK SYSTEM**

The University of Wisconsin-MadisonCampus Computer Network System ("Campus System") provides a full range ofnetwork services including electronic mail, file transfer and remote loginusing the TCP/IP and DECNet protocols.  Access to other computers throughoutthe nation is provided through University of Wisconsin-Madison's connections tothe regional "Big Ten" network, CICNet, the national backbone network, NSFNetor BITNet.

Inaddition to network access, limited consulting services are provided by theUniversity of Wisconsin-Madison Division of Information Technology ("DoIT"). DoIT will assist network users in connecting and operating computers on thenetwork.

ManyCampus Systems services are available at no charge to those having access tothe network.  Some services, such as, but not limited to, the use of DoITcomputers are available at a charge.

The CampusSystem, including its connection to regional, national and internationalnetworks, is to be used primarily for the purposes of research, teaching andpublic service by faculty, staff and students.  The use of the Campus System byfor-profit and not-for-profit organizations is limited to such use as wouldenhance or support such research, teaching and public service activities.  TheUniversity of Wisconsin-Madison Division of Information Technology and University Research Park will provide guidance and assistance on questions of appropriateor inappropriate use of the Campus System.  

 

 

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