Exhibit 10.21


    
      

    

    Exhibit
      10.21

     

    VIRGINIA
      TECH CORPORATE RESEARCH CENTER

     

    LEASE

     

    FUNDAMENTAL
      LEASE PROVISIONS

    


    
      	
              Date:

            	
               

            	
              June
                19, 2006

            
	 	 	 
	
              Landlord:

            	 	
              Virginia
                Tech Foundation, Inc. 

            
	 	 	 
	
              Tenant:

            	 	
              New
                River Pharmaceuticals Inc.

            
	 	 	 
	
              Lease
                Term:

            	 	
              Commencing
                6/1/06
                and expiring 5/31/07.

            
	 	 	 
	
              Demised
                Premises:

            	 	
              Area
                described in Exhibit A attached hereto, in Suite 2050,
                VT
                KnowledgeWorks I, 2200 Kraft Drive, Blacksburg, VA 24060,
                consisting of approximately 18242
                Rentable Square Feet. Rentable Square Feet is defined as the Useable
                Area
                of the Demised Premises plus 16
                percent of the Useable Area as set forth in Article 49.

            
	 	 	 
	
              Basic
                Rent:

            	 	
              Basic
                Rent for months 1-12 is Two
                Hundred, Eighty Four Thousand, Twenty Eight and 00/100 Dollars
                ($284028.00)
                payable in twelve (12) equal monthly installments of Twenty
                Three Thousand, Six Hundred, Sixty Nine and 00/100 Dollars
                ($23669.00)
                in advance, on the first day of each calendar month of the Lease
                Year,
                during the lease term. Basic Rent is based on a rate of $
                15.57
                per rentable square foot per year. By
                modification to this lease, rent will commence for the laboratory
                space
                upon commencement of construction and in the balance of the demised
                premises upon move-in.

            
	 	 	 
	
              Rent
                Payment:

            	 	
              The
                following address shall be used for payments:

              Corporate
                Research Center

              c/o
                First National Bank

              1872
                Pratt Drive, Suite 1125

              Blacksburg,
                VA 24060

            
	 	 	 
	
              Rent
                Escalations:

            	 	
              For
                a multi-year lease, rent will be escalated annually, on the lease
                anniversary date, by the change in the Consumer Price Index as set
                forth
                in Article 3. 

            
	 	 	 
	
              Security
                Deposit:

            	 	
              Twenty
                Three Thousand, Six Hundred, Sixty Nine and 00/100 Dollars
                ($23669.00)
                to be paid two weeks prior to occupancy. 

            
	 	 	 
	
              Landlord's
                Address:

            	 	
              1872
                Pratt Drive, Suite 1000

              Blacksburg,
                VA 24060

            
	 	 	 
	
              Tenant's
                Address:

            	 	
              2200
                Kraft Drive, Suite 2050,
                Blacksburg,
                VA 24060

            
	 	 	 
	
              Improvements
                by Landlord:

            	 	
              As
                outlined in Lease Rider 1 attached and made a part
                hereto

            
	 	 	 
	
              Permitted
                Use:

            	 	
              Manages
                and develops novel pharmaceutical delivery
                systems.

            


    

    


    The
      foregoing Fundamental Lease Provisions are an integral part of this Lease,
      and
      each reference in the body of this Lease to any Fundamental Lease Provisions
      shall be construed to incorporate all of the items set forth
      above


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      
        	
                ARTICLE
                  1 - DEMISED PREMISES

              	
                 
                  1

              
	
                ARTICLE
                  2 - TERM

              	
                 
                  1

              
	
                ARTICLE
                  3 - RENT

              	
                 
                  1

              
	
                ARTICLE
                  4 - DUTY OF CARE FOR DEMISED PREMISES

              	
                 
                  2

              
	
                ARTICLE
                  5 - ALTERATIONS

              	
                 
                  4

              
	
                ARTICLE
                  6 - NUISANCE

              	
                 
                  5

              
	
                ARTICLE
                  7 - ENTRY FOR REPAIRS AND INSPECTION

              	
                 
                  6

              
	
                ARTICLE
                  8 - ENDORSEMENTS

              	
                 
                  6

              
	
                ARTICLE
                  9 - PERMITTED USE

              	
                 
                  7

              
	
                ARTICLE
                  10 - ADDRESS

              	
                 
                  7

              
	
                ARTICLE
                  11 - EQUIPMENT

              	
                 
                  7

              
	
                ARTICLE
                  12 - QUIET POSSESSION

              	
                 
                  7

              
	
                ARTICLE
                  13 - CONDITION OF PREMISES

              	
                 
                  7

              
	
                ARTICLE
                  14 - SERVICES

              	
                 
                  7

              
	
                ARTICLE
                  15 - OTHER AMENITIES AND BENEFITS

              	
                 
                  8

              
	
                ARTICLE
                  16 - TELECOMMUNICATIONS SERVICES

              	
                 
                  9

              
	
                ARTICLE
                  17 - INABILITY TO PERFORM SERVICES

              	
                 
                  9

              
	
                ARTICLE
                  18 - ASSIGNMENT OR SUBLETTING

              	
                 
                  9

              
	
                ARTICLE
                  19 - TRANSFER OF LANDLORD'S RIGHTS

              	
                10

              
	
                ARTICLE
                  20 - EMINENT DOMAIN AND FORCE MAJEURE

              	
                10

              
	
                ARTICLE
                  21 - BINDING EFFECT

              	
                11

              
	
                ARTICLE
                  22 - DAMAGE OR DESTRUCTION

              	
                12

              
	
                ARTICLE
                  23 - RELOCATION

              	
                12

              
	
                ARTICLE
                  24 - SUBORDINATION

              	
                13

              
	
                ARTICLE
                  25 - LAWS AND REGULATIONS

              	
                13

              
	
                ARTICLE
                  26 - USES OF DEMISED PREMISES

              	
                13

              
	
                ARTICLE
                  27 - BUILDING RULES AND REGULATIONS

              	
                14

              
	
                ARTICLE
                  28 - ENVIRONMENTAL PROVISIONS

              	
                14

              
	
                ARTICLE
                  29 - PERSONAL PROPERTY TAXES

              	
                15

              
	
                ARTILCE
                  30 - REAL PROPERTY TAXES

              	
                15

              
	
                ARTICLE
                  31 - BUSINESS, PROFESSIONAL AND OCCUPATIONAL
                  LICENSE

              	
                16

              
	
                ARTICLE
                  32 - DECLARATION OF USES AND RESTRICTIONS

              	
                16

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  33 - PARKING AREAS

              	
                16

              
	
                ARTICLE
                  34 - INDEMNITY, LIABILITY AND LOSS OR DAMAGES

              	
                16

              
	
                ARTICLE
                  35 - INSURANCE

              	
                16

              
	
                ARTICLE
                  36 - WAIVER OF SUBROGATION

              	
                17

              
	
                ARTICLE
                  37 - DEFAULT

              	
                18

              
	
                ARTICLE
                  38 - LIEN FOR RENT

              	
                 21

              
	
                ARTICLE
                  39 - DEFAULTS BY TENANT ON THIRD PARTY

              	
                 21

              
	
                ARTICLE
                  40 - WAIVER OF DEFAULT

              	
                 21

              
	
                ARTICLE
                  41 - WAIVER OF TRIAL BY JURY

              	
                 21

              
	
                ARTICLE
                  42 - CROSS DEFAULTS

              	
                 21

              
	
                ARTICLE
                  43 - ABANDONMENT

              	
                 21

              
	
                ARTICLE
                  44 - HOLDING OVER

              	
                22

              
	
                ARTICLE
                  45 - ATTORNEY'S FEES

              	
                22

              
	
                ARTICLE
                  46 - INTEREST ON PAST DUE OBLIGATIONS

              	
                22

              
	
                ARTICLE
                  47 - SECURITY DEPOSIT

              	
                22

              
	
                ARTICLE
                  48 - APPLICATION

              	
                23

              
	
                ARTICLE
                  49 - MEASUREMENT OF SPACE

              	
                23

              
	
                ARTICLE
                  50 - LEASE EFFECTIVE UPON EXECUTION

              	
                23

              
	
                ARTICLE
                  51 - AUTHORITY

              	
                23

              
	
                ARTICLE
                  52 - INCORPORATION OF PRIOR AGREEMENTS

              	
                24

              
	
                ARTICLE
                  53 - AMENDMENTS

              	
                24

              
	
                ARTICLE
                  54 - SEVERABILITY CLAUSE

              	
                24

              
	
                ARTICLE
                  55 - GENDER

              	
                24

              
	
                ARTICLE
                  56 - TIME OF THE ESSENCE

              	
                24

              
	
                ARTICLE
                  57 - BUILDING NAME

              	
                24

              
	
                ARTICLE
                  58 - BROKERS

              	
                24

              
	
                ARTICLE
                  59 - ESTOPPEL CERTIFICATE

              	
                24

              
	
                ARTICLE
                  60 - NOTICES

              	
                25

              
	
                ARTICLE
                  61 - RECORDING OF LEASE

              	
                25

              
	
                ARTICLE
                  62 - HEADINGS AND TABLE OF CONTENTS

              	
                25

              


      

    

    

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

     

    LEASE
      AGREEMENT

    


    THIS
      LEASE (the “Lease”) is made as June 19, 2006, between Virginia
      Tech Foundation, Inc.,
      a
      Virginia corporation ("Landlord"), and New
      River
      Pharmaceuticals Inc.,
      (“Tenant").

    


    Landlord
      and Tenant hereby agree as follows:

    


    ARTICLE
      1 - DEMISED PREMISES 

    


    In
      consideration of the obligation of Tenant to pay rent as herein provided and
      in
      consideration of the other terms, covenants and conditions hereof, Landlord
      hereby demises and leases to Tenant, and Tenant hereby takes from Landlord,
      approximately 18242
      rentable
      square feet of space, the Demised Premises (as more particularly described
      on
      Exhibit A, attached hereto), located in Suite 2050,
      VT
      KnowledgeWorks I, 2200 Kraft Drive, Blacksburg, VA 24060
      (“the
      Building”), to have and to hold the same for the Lease Term defined herein,
      unless sooner terminated pursuant to any provision herein, all upon the terms
      and conditions set forth in this Lease. 

    


    ARTICLE
      2 - TERM

    


    The
      term
      of this Lease (the “Lease Term”) shall commence as of 6/1/06
      (the
“Lease Commencement Date”) and shall expire on 5/31/07,
      unless
      such Lease Term shall be sooner terminated or, if appropriate, extended as
      hereinafter provided. 

    


    
      	
              A.

            	
              The
                term “Rent Commencement Date” means the earlier of the date on which the
                Demised Premises are deemed suitable for occupancy by the project
                architect or the date on which Tenant takes possession of the Demised
                Premises. In no event shall the Rent Commencement Date be prior to
                the
                Lease Commencement Date.

            


    

    


    
      	
              B.

            	
              The
                term “Lease Year” means a period of twelve (12) consecutive calendar
                months. The first Lease Year of this Lease shall begin on the Rent
                Commencement Date unless such date is other than the first day of
                a
                calendar month, in which event the first Lease Year shall commence
                on the
                first day of the calendar month immediately preceding the Rent
                Commencement Date. Each succeeding Lease Year of this Lease shall
                commence
                upon the anniversary of the beginning of the first Lease
                Year.

            


    

    


    ARTICLE
      3 - RENT

     

    
      	
              A.

            	
              Beginning
                with the Rent Commencement Date and continuing through the first
                Lease
                Year, Tenant shall pay to Landlord annual rent of Two
                Hundred, Eighty Four Thousand, Twenty Eight and 00/100 Dollars
                ($284028.00)
                (“Basic Rent”). 

            


    

    


    
      	
              B.

            	
              Basic
                Rent shall be adjusted for each Lease Year after the first Lease
                Year in
                an amount equal to the Basic Rent due during the previous Lease Year
                plus
                an amount representing the percentage increase, if any, in the Consumer
                Price Index for All Urban Consumers (“CPI-U”) issued by the United States
                Department of Labor, Bureau of Labor Statistics (or a properly adjusted
                substitute index if hereafter changed) for the period beginning January
                1
                and ending December 31 of the previous year. Until the CPI-U becomes
                available for such period, Landlord shall be entitled to use an estimate
                of the change in the CPI-U. Adjustments shall be made to reflect
                the
                actual increase when it becomes available. Failure by Landlord to
                notify
                Tenant of the amount of a scheduled increase shall not absolve Tenant’s
                obligation to pay such increase.

            


    

    


    
      	
              C.

            	
              Tenant
                shall pay Basic Rent in equal monthly installments of Twenty
                Three Thousand, Six Hundred, Sixty Nine and 00/100 Dollars
                ($23669.00)
                on the first day of each calendar month to the order of Corporate
                Research
                Center, c/o FIRST
                NATIONAL BANK, 1872 PRATT DRIVE, SUITE
                1125, BLACKSBURG, VA 24060, or at such other place as Landlord may
                hereafter specify, without notice, offset, reduction or abatement,
                except
                for adjustments expressly permitted by this
                Lease.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              D.

            	
              If
                the Rent Commencement Date is on a day other than the first day of
                a
                calendar month, then Tenant shall pay, upon the Rent Commencement
                Date,
                the monthly rent described above. At the commencement of the second
                month
                of the term, Tenant shall pay the monthly rent described above prorated
                on
                a per diem basis with respect to the preceding fractional calendar
                month
                beginning on the Rent Commencement Date. All rental payments thereafter
                will be for a full calendar month and will be in the amount as specified
                above. By
                modification to this lease, rent will commence in the laboratory
                suites
                upon commencement of construction and in the balance of the suite
                upon
                move-in.

            


    

    


    
      	
              E.

            	
              The
                obligation of Tenant to pay Basic Rent is an independent covenant,
                and no
                act or circumstance, whether constituting a breach of this Lease
                by
                Landlord or not, shall relieve Tenant of the obligation to pay Basic
                Rent.

            


    

    


    
      	
              F.

            	
              Basic
                Rent due from Tenant to Landlord hereunder which is not paid within
                fifteen days after the same is due shall bear interest at the rate
                of
                twelve percent (12%) per annum from the due date until paid, but
                the
                payment of such interest shall not excuse or cure any default by
                Tenant
                under this Lease. Such interest is separate and cumulative and is
                in
                addition to and shall not diminish or represent a substitute for
                any or
                all of Landlord's rights or remedies under any other provision of
                this
                Lease. In addition to such interest, if the monthly rental provided
                herein
                is not paid within fifteen (15) days after the same is due, a late
                charge
                equal to five percent (5%) of the amount so overdue shall become
                immediately due and payable by Tenant to
                Landlord.

            


    

    


    
      	
              G.

            	
              No
                payment by Tenant or receipt by Landlord of a lesser amount than
                that
                stipulated herein for rent, additional rent or any other charge shall
                be
                deemed to be other than on account of the earliest stipulated rent,
                additional rent or other charge then due, nor shall any endorsement
                or
                statement on a check or letter accompanying any check or payment
                be deemed
                an accord and satisfaction and Landlord may accept such check or
                payment
                without prejudice to Landlord's rights to recover the balance of
                such
                rent, additional rent or other charges or pursue any other remedy
                in this
                Lease, at law or in equity.

            


    

    


    
      	
              H.

            	
              Monthly
                payments from leases that are defined under Article 2 as having a
                term
                less than one year (including month-to-month leases) shall be collected
                from the tenant via automatic payment drafting (ACH Debits) provided
                by
                First National Bank. An authorization agreement to initiate debit
                entries
                can be found in Attachment 1, attached
                hereto

            


    

     

    PART
      I - OTHER TENANT RESPONSIBILITIES

    


    ARTICLE
      4 - DUTY OF CARE FOR DEMISED PREMISES

    


    
      	
              A.

            	
              Tenant
                will, at Tenant's own cost and expense, maintain the Demised Premises
                and
                all other improvements to the extent covered by this Lease in sound
                condition and good repair, and shall repair or replace any damage
                or
                injury done to the Demised Premises or any part thereof by Tenant
                or
                Tenant's agents, employees, invitees and visitors. If Tenant fails
                to make
                such repair or replacements promptly, or within fifteen (15) days
                of
                occurrence, to the satisfaction of Landlord, Landlord may, at its
                option,
                make such repairs or replacements, and Tenant shall reimburse Landlord
                for
                the cost thereof on demand. Tenant waives all right to make repairs
                at the
                expense of Landlord, or to deduct the cost thereof from Basic Rent.
                Further, Tenant agrees:

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	 	
              i.

            	
              that
                it will not commit or allow any waste or damage to be committed on
                any
                portion of the Demised Premises, and shall, at the termination of
                this
                Lease by lapse of time or otherwise, return the Demised Premises
                to
                Landlord in as good condition as such Demised Premises were in on
                the Rent
                Commencement Date, ordinary wear and tear excepted, and upon termination
                of this Lease, Landlord shall have the right to re-enter and resume
                possession of the Demised Premises;

            


    

    


    
      	 	
              ii.

            	
              that
                any special wiring installed for or by Tenant, including, but not
                limited
                to, cable and conduits, shall be removed at Tenant’s expense within seven
                (7) days of the expiration of this Lease, but only if such removal
                is
                requested by Landlord;

            


    

    


    
      	 	
              iii.

            	
              that
                any improvements, including, but not limited to wall coverings, floor
                coverings or carpet, paneling, doors and hardware or cabinetry are
                made to
                the Demised Premises at Tenant's expense or under any agreement with
                Tenant whereby Tenant is given an allowance or rent reduction in
                exchange
                for Landlord's agreement to install or allow to be installed lease
                improvements shall become the property of Landlord and shall not
                be
                removed by Tenant;

            


    

    


    
      	 	
              iv.

            	
              that
                Tenant shall not lay linoleum, tile, carpet or any other floor covering
                without Landlord’s prior written approval. The expense of repairing any
                damage resulting from a violation of this rule or the removal of
                any floor
                covering shall be borne by Tenant.

            


    

    


    
      	 	
              v.

            	
              that
                all wallpaper or vinyl fabric materials which Tenant may install
                on
                painted walls shall be applied with a strippable adhesive. The use
                of
                non-strippable adhesives will cause damage to the walls when materials
                are
                removed, and repairs made necessary thereby shall be made by Landlord
                at
                Tenant's expense.

            


    

    


    
      	 	
              vi.

            	
              if
                Tenant requires telegraphic, telephonic, burglar alarm or similar
                services, it shall first obtain, and comply with, Landlord's instruction
                with respect to their installation.

            


    

    


    
      	 	
              vii.

            	
              that
                Tenant will be responsible for any damage to the Demised Premises,
                including carpeting and flooring, as a result of: rust or corrosion
                of
                file cabinets, roller chairs, metal objects, or spills of any type
                of
                liquid.

            


    

    


    
      	 	
              viii.

            	
              that
                Tenant shall not alter any lock or access device or install a new
                or
                additional lock or access device or any bolt on any door of the Demised
                Premises without the prior written consent of Landlord. If Landlord
                consents to such installation, Tenant shall furnish Landlord with
                a key
                for any new or additional lock.

            


    

    


    
      	
              B.

            	
              Landlord
                shall have the right to determine and prescribe the weight and proper
                position of any unusually heavy equipment including safes, large
                files,
                etc., that are to be placed in the Demised Premises, and only those
                which
                Landlord believes will not damage the floors, structure and/or freight
                elevator, may be moved into the Demised Premises. Any damage caused
                by or
                resulting from the moving or installing of such articles in the Building
                or into the Demised Premises or the presence of such articles in
                the
                Demised Premises shall be paid for by Tenant, unless otherwise covered
                by
                insurance. 

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      5 - ALTERATIONS

    


    
      	
              A.

            	
              Tenant
                will not make or allow to be made any alterations, additions and
                improvements including, but not limited to, painting, in or to the
                Demised
                Premises without prior written consent of Landlord, which shall not
                be
                unreasonably withheld. Landlord may impose, as a condition to consent,
                such requirements as Landlord in its sole discretion may deem reasonable
                or desirable, including, without limiting the generality of the foregoing,
                requirements as to the manner in which, the time or times at which,
                and
                the contractor by whom such work shall be done as well as requiring
                Tenant
                to provide a completion bond. 

            


    

    


    
      	
              B.

            	
              Any
                alterations, additions, or improvements made to the Demised Premises
                by
                Tenant shall be surrendered to Landlord and become the property of
                Landlord upon termination of this Lease. If prior to termination
                of this
                Lease, or within fifteen (15) days thereafter, Landlord so directs
                by
                written notice to Tenant, Tenant shall promptly remove any alterations,
                additions, or improvements, placed in or on the Demised Premises
                by Tenant
                that are designated in said notice and shall repair any damage caused
                by
                such removal and in default thereof Landlord may effect said removals
                and
                repairs at Tenant's expense. This clause shall not apply to movable
                non-attached fixtures of Tenant.

            


    

    


    
      	
              C.

            	
              All
                work with respect to alterations, additions, and improvements must
                be done
                in a good and workmanlike manner and diligently prosecuted to completion.
                

            


    

    


    
      	
              D.

            	
              Any
                alterations, additions and improvements shall be completed strictly
                in
                accordance with the laws and ordinances relating thereto, and with
                the
                requirements of all carriers of insurance on the Demised Premises
                and the
                Board of Underwriters, Fire Rating Bureau, or similar organization.
                Tenant
                shall obtain, at its sole cost and expense, all required licenses
                and
                permits. In performing the work of any such alterations, additions
                or
                improvements, Tenant shall have the work performed in such a manner
                so as
                not to obstruct the access to the Building of any other tenant.
                

            


    

    


    
      	
              E.

            	
              Before
                commencing any work or construction in or about the Demised Premises,
                Tenant shall notify Landlord in writing of the expected date of
                commencement and completion thereof. Landlord shall have the right
                at any
                time and from time to time to post and maintain on the Demised Premises
                such notices as Landlord deems necessary to protect the Building,
                the
                Demised Premises and Landlord from the liens of mechanics, laborers,
                materialmen, suppliers or vendors. 

            


    

    


    
      	
              F.

            	
              Tenant
                has no authority to and shall not create any liens for labor or material
                on or against the Building, the Demised Premises or any interest
                therein.
                Tenant agrees to notify any materialman, supplier, contractor, mechanic,
                or laborer involved with work on the Demised Premises at Tenant's
                request
                that they must look only to Tenant or Tenant's other property interests.
                All materialmen, suppliers, contractors, mechanics and laborers may
                be put
                on notice of this Section by the recordation, at Landlord's option,
                of a
                memorandum of this Lease in the Clerk’s Office of the Circuit Court of
                Montgomery County, Virginia and Tenant shall promptly execute and
                acknowledge such a memorandum if requested to do so by Landlord.
                Tenant
                shall require from any and all materialmen, suppliers, contractors,
                mechanics, laborers and subcontractors that they deliver to Tenant
                duly
                executed waivers of lien with respect to Landlord's interest prior
                to the
                commencement of any work thereon or in the Demised
                Premises.

            


    

     

    
      
        	
                G.

              	
                Notwithstanding
                  the foregoing, if by reason of any construction, alteration, repair,
                  labor
                  performed, or materials furnished to the Demised Premises for or
                  on behalf
                  of Tenant, any mechanic's or other lien shall be filed, claimed,
                  perfected
                  or otherwise established as provided by laws against the Building
                  or the
                  Demised Premises, Tenant shall discharge or remove the lien by
                  bonding or
                  otherwise within fifteen (15) days after Tenant receives notice
                  of the
                  filing of same. Nothing contained herein shall authorize Tenant
                  to create
                  any liens for labor or materials on or about Landlord's interest
                  in the
                  Building or the Demised Premises or any portion
                  thereof.

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      ARTICLE
        6 - NUISANCE

      


      Tenant
        will conduct its business, and control its agents, employees, invitees and
        visitors in such a manner as not to create any nuisance, interfere with,
        annoy,
        or disturb other tenants or Landlord in the management of the Building. Tenant
        specifically agrees to abide by the following provisions:

      


      
        	
                A.

              	
                Tenant
                  will refer all contractors, contractor's representatives and installation
                  technicians, rendering any service to Tenant, to Landlord for Landlord's
                  supervision, approval, and control before performance of any contractual
                  service. This provision shall apply to all work performed in the
                  Demised
                  Premises including installations of telephones, telegraph equipment,
                  electrical devices and attachments, and installations of any nature
                  affecting the floors, walls, woodwork, trim, windows, ceilings,
                  equipment
                  or any other physical portion of Demised Premises.
                  

              


      

      


      
        	
                B.

              	
                Movement
                  in or out of the Building of furniture or office equipment, or
                  dispatch or
                  receipt by Tenant of any merchandise or materials which require
                  use of
                  elevators or stairways, or movement through the Building entrances
                  or
                  lobby shall be restricted to hours designated by Landlord. All
                  such
                  movement shall be under supervision of Landlord and in the manner
                  agreed
                  between Tenant and Landlord by pre-arrangement before performance.
                  Such
                  pre-arrangement initiated by Tenant will include determination
                  by Landlord
                  as to time, method, and routing of movement and as to limitations
                  imposed
                  for safety or other concerns which may prohibit any article, equipment
                  or
                  any other item from being brought into the Building. Tenant shall
                  assume
                  all risks as to damage to articles moved and injury to persons
                  or public
                  engaged or not engaged in such movement, including equipment, property
                  and
                  personnel of Landlord if damaged or injured as a result of acts
                  in
                  connection with Landlord’s performance of this service for Tenant, and
                  Landlord shall not be liable for acts of any person engaged in,
                  or any
                  damage or loss to any of said property or persons resulting from
                  any act
                  in connection with such service performed for Tenant.
                  

              


      

      


      
        	
                C.

              	
                The
                  entries, passages, doors, elevators, elevator doors, hallways or
                  stairways
                  shall not be blocked or obstructed. No rubbish, litter, trash,
                  or material
                  of any nature shall be placed, emptied, or thrown into these areas.
                  Such
                  areas shall not be used at any time except for ingress or egress
                  by
                  Tenant, Tenant's agents, employees, invitees or visitors to or
                  from the
                  Demised Premises. 

              


      

      


      
        	
                D.

              	
                Plumbing
                  fixtures and appliances shall be used only for the purposes for
                  which they
                  were constructed, and no sweepings, rubbish, rags or other unsuitable
                  material shall be thrown or placed therein. Damage resulting to
                  any such
                  fixtures or appliances from misuse by Tenant shall be repaired
                  or replaced
                  at Tenant's sole cost and expense, and Landlord shall not be responsible
                  therefore.

              


      

      


      
        	
                E.

              	
                Tenant
                  shall not place, install or operate in the Demised Premises or
                  in any part
                  of the Building, any engine or machinery, or maintain, use or keep
                  any
                  flammable, explosive, or hazardous material without prior written
                  consent
                  of Landlord.

              


      

      


      
        	
                F.

              	
                Tenant
                  will not place or suffer to be placed or maintained on any exterior
                  door,
                  wall or window of the Demised Premises any sign, awnings or canopy,
                  or
                  advertising matter or other thing of any kind, and will not place
                  or
                  maintain any decoration, lettering or advertising matter on the
                  glass of
                  any window or door of the Demised Premises without first obtaining
                  Landlord's prior written approval and consent in each instance.
                  Tenant
                  further agrees to maintain any permitted sign, awnings, canopy,
                  decoration, lettering, advertising matter or other thing in good
                  condition
                  at all times.

              


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      
        	
                G.

              	
                No
                  sign, poster, placard, picture, name, advertisement or notice,
                  visible
                  from the exterior of the Demised Premises shall be inscribed, painted,
                  affixed, installed or otherwise displayed by Tenant either on the
                  Demised
                  Premises or any part of the Building without prior written consent
                  of
                  Landlord, and Landlord shall have the right to remove any such
                  sign,
                  placard, picture, name, advertisement, or notice without notice
                  to and at
                  the expense of Tenant. If Landlord shall have given such consent
                  to Tenant
                  at any time, whether before or after the execution of this Lease,
                  such
                  consent shall in no way operate as a waiver or release of any of
                  the
                  provisions hereof or of this Lease, and shall be deemed to relate
                  only to
                  the particular sign, placard, picture, name, advertisement or notice
                  so
                  consented to by Landlord and shall not be construed as dispensing
                  with the
                  necessity of obtaining the specific written consent of Landlord
                  with
                  respect to any other sign, placard, picture, name, advertisement
                  or
                  notice. All approved signs shall be printed, painted, affixed and
                  inscribed at the expense of Tenant by a person approved by Landlord.
                  All
                  approved signs must be removed by Tenant upon vacating the Demised
                  Premises.

              


      

      


      
        	
                H

              	
                No
                  Tenant shall use, keep or permit to be used or kept in the Demised
                  Premises any foul or noxious gas or substance or permit or suffer
                  such
                  Demised Premises to be occupied or used in a manner offensive or
                  objectionable to Landlord or interfere in any way with other tenants
                  or
                  those having business therein. Tenant shall not bring or permit
                  to be kept
                  in or about Demised Premises, animals, reptiles, or birds without
                  the
                  prior written consent of Landlord. Tenant shall not permit to be
                  used in
                  or about the Demised Premises or around the Building skateboards,
                  roller-skates, roller-blades, or other such devices. Bicycles brought
                  to
                  the Building must be immediately secured in storage areas provided
                  by
                  Landlord.

              


      

      


      ARTICLE
        7 - ENTRY FOR REPAIRS AND INSPECTION

      


      Tenant
        will permit Landlord, or Landlord’s officers, agents, and representatives, the
        right to enter into and upon all parts of the Demised Premises, at all
        reasonable hours to inspect same or clean or make repairs or alterations
        or
        additions as Landlord may deem necessary, and Tenant shall not be entitled
        to
        any abatement or reduction of rent by reason thereof and Landlord shall not
        be
        liable to Tenant for inconveniences to Tenant's business when effecting repairs.
        In the event of an emergency, Tenant hereby grants to Landlord the right
        to
        enter the Demised Premises at any time. In addition, Tenant shall permit
        Landlord or Landlord's agent and any other person authorized by the same
        to
        enter the Demised Premises during the last twelve (12) months of the Lease
        Term
        for the purpose of showing the Demised Premises to prospective
        tenants.

      


      ARTICLE
        8 - ENDORSEMENTS

      


      Tenant
        shall not imply endorsement either by the Virginia Tech Corporate Research
        Center, Inc., (“VTCRC”) or Virginia Polytechnic Institute and State University
        (“Virginia Tech”) in any advertisement or solicitation. Specifically, Tenant
        agrees to include the following statements in all prospectuses or other
        investment solicitations:

      


      "The
        location of New
        River
        Pharmaceuticals Inc.
        in the
        Virginia Tech Corporate Research Center is not to be construed as an endorsement
        by the Virginia Tech Corporate Research Center, Inc., or Virginia Polytechnic
        Institute and State University, their affiliates, agents or employees, of
        New
        River
        Pharmaceuticals Inc.
        or
New
        River
        Pharmaceuticals Inc.’s
        activities."

      


      Landlord
        reserves the right to conduct an investigation of Tenant's activities for
        the
        purpose of establishing whether Tenant is an appropriate candidate for occupancy
        at the Virginia Tech Corporate Research Center (“the Center”), consistent with
        the mission of the Center. This Lease can be canceled after Landlord gives
        Tenant 30 days prior written notice in the event that Landlord determines
        that
        Tenant is conducting activities which are not consistent with the mission
        of the
        Center. The presence of Tenant in the Virginia Tech Corporate Research Center
        and any other aspect of Tenant's relationship with the Virginia Tech Corporate
        Research Center is not to be construed as an endorsement, either expressed
        or
        implied, of Tenant or Tenant's activities by VTCRC or Virginia
        Tech.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      ARTICLE
        9 - PERMITTED USE

      


      Tenant
        shall use the Demised Premises only as detailed in the Permitted Use outlined
        in
        the Fundamental Lease Provisions. Use for any other purposes shall be an
        act of
        default.

      


      ARTICLE
        10 - ADDRESS

      


      Tenant
        shall use the address stated in this Lease only during its tenancy at the
        Center. At such time that this Lease expires or is terminated, Tenant agrees
        to
        discontinue usage of the address on any printed materials. 

      


      ARTICLE
        11 - EQUIPMENT

      


      Subject
        to the security interest granted by Tenant in favor of Landlord hereunder,
        Tenant shall have the right to remove Tenant's personal property from the
        Demised Premises at the termination of the Lease Term, and shall be permitted
        seven (7) days after the effective date of termination of the term or any
        renewal or hold-over term within which to accomplish removal, and shall be
        obligated to repair any damage caused by removal. 

      


      PART
        II - LANDLORD RESPONSIBILITIES

      


      ARTICLE
        12 - QUIET POSSESSION

      


      Landlord
        hereby covenants that Tenant, upon paying Basic Rent as herein provided,
        and
        performing all covenants and agreements herein contained, shall and may
        peacefully and quietly have, hold and enjoy the Demised Premises.

      


      ARTICLE
        13 - CONDITION OF PREMISES

      


      Tenant
        acknowledges that neither Landlord nor any agent of Landlord has made any
        representation or warranty with respect to the Demised Premises or the Building
        or with respect to the suitability of either the conduct of Tenant's business
        or
        profession. By taking of possession of the Demised Premises, Tenant shall
        conclusively establish that the Demised Premises and the Building were in
        satisfactory condition at such time.

      


      ARTICLE
        14 - SERVICES

      


      Provided
        Tenant is not in default, Landlord agrees to furnish Tenant while occupying
        the
        Demised Premises by Landlord the following services at Landlord's
        expense:

      


      
        	
                A.

              	
                Water
                  and sewer access at designated common areas of the Building. This
                  specifically excludes water used in any cooling or manufacturing
                  process.

              


      

      


      
        	
                B.

              	
                Heating,
                  ventilation, and air conditioning (“HVAC”) in such quantity and of such
                  quality as Landlord determines in its sole discretion is reasonably
                  necessary for Tenant's comfortable use and enjoyment of the Demised
                  Premises. HVAC shall be operable from the hours of 7: 00 a.m. -
                  6:00 p.m.
                  on Monday - Friday and the hours of 7:00 a.m. - 1:00 p.m. on Saturdays.
                  No
                  HVAC will be provided on Sundays, on New Year’s Day, Memorial Day,
                  Independence Day, Thanksgiving or Christmas. At all other times,
                  Tenant
                  shall have the capability of pressing an override button to temporarily
                  (two hours in most cases) obtain HVAC services. If Tenant requires
                  constant HVAC services for cooling of equipment, Tenant shall be
                  responsible for installing equipment to achieve this level of service
                  at
                  Tenant’s cost. 

              


      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      
        	
                C.

              	
                Lighting
                  and electric current for fractional horsepower equipment within
                  the
                  Demised Premises will be supplied by Landlord to Tenant at all
                  times.
                  Tenant shall not install any equipment or lights that generate
                  undue
                  amounts of heat or any high-power usage equipment without the prior
                  written consent of Landlord. If Landlord has given its written
                  consent
                  Tenant shall advance on the first day of each month during the
                  Term, the
                  reasonable amount estimated by Landlord as the expense of furnishing
                  electricity for the operation of any such heat generating or high-power
                  usage equipment so installed and the costs (including costs of
                  installation, operation and maintenance) of any supplementary air
                  conditioning necessitated thereby. Further, Landlord may install
                  and
                  operate, at Tenant's expense, a monitoring/ metering system in
                  the Demised
                  Premises to measure the added demands on electricity, heating,
                  ventilation
                  and air conditioning system resulting from Tenant's heat generating
                  and
                  high-power equipment usage and after-hours service requirements.
                  

              


      

      


      
        	
                D.

              	
                Housekeeping
                  services Landlord reasonably deems to be
                  required.

              


      

      


      
        	
                E.

              	
                Electrical
                  lighting for public areas and special service areas of the Building
                  in the
                  manner and to the extent deemed by Landlord to be
                  standard.

              


      

      


      
        	
                F.

              	
                Snow
                  and ice removal for the parking lots and sidewalks as Landlord
                  reasonably
                  deems to be required and
                  achievable.

              


      

      


      ARTICLE
        15 - OTHER AMENITIES AND BENEFITS

      


      
        	
                A.

              	
                KEYS
                  - As of the Rent Commencement Date, Tenant shall be entitled to two keys
                  to any locked door in the Demised Premises and two keys to the
                  exterior
                  door of the Building. For each 200 square feet of space leased,
                  Tenant is
                  entitled to one additional key to the exterior of the Building.
                  Additional
                  keys needed after the commencement of the lease will cost $2.00
                  per key.
                  Tenant is responsible for returning all keys to Landlord either
                  upon
                  termination of this Lease or at such time that Landlord should
                  provide new
                  door hardware. Failure to return a key will result in Tenant being
                  financially responsible for re-keying all locks to which keys are
                  not
                  returned. If exterior door keys are not returned, this means that
                  Tenant
                  is financially responsible for re-keying all exterior doors and
                  providing
                  new keys to all individuals that have keys to the
                  doors.

              


      

      


      
        	
                B.

              	
                VIRGINIA
                  TECH ID CARDS - Because of its affiliation with Virginia Tech,
                  Landlord is
                  currently able to offer all employees who work at the Center a
                  Virginia
                  Tech ID Card, otherwise known as a Hokie Passport. These ID cards
                  enable
                  the holder to obtain free and reduced priced services at Virginia
                  Tech
                  affiliated locations. Applications for these ID cards can be obtained
                  from
                  the Center’s administrative offices. Tenant is responsible for assuring
                  that ID cards are obtained only by employees who are physically
                  located at
                  the Center. Filing an application for an ID card for a person that
                  is not
                  actually employed by Tenant shall result in a default under this
                  Lease.
                  Tenant is also responsible for making sure that ID cards are collected
                  from employees who leave Tenant’s employment. Audits will be conducted
                  annually to assure that all individuals that have ID cards are
                  still
                  employed by Tenant. A $50 penalty will be assessed to Tenant for
                  each ID
                  card that is not returned upon an employee’s termination. Landlord makes
                  no guarantees that this benefit will be maintained throughout the
                  term of
                  this Lease. Virginia Tech may cancel this program at any time.
                  

              


      

      


      
        	
                C.

              	
                CONFERENCE
                  ROOMS AND AUDIO-VISUAL EQUIPMENT - Conference rooms and assorted
                  audio-visual equipment are available at the Center on a first-reserved,
                  first-served basis. Reservations can be made by calling the Center’s
                  administrative offices. Reservations will only be accepted for
                  periodic
                  meetings that occur more frequently than monthly only one week
                  in advance.
                  For instance, weekly staff meetings cannot be booked in a Center
                  conference room without calling each week to reserve the room.
                  

              


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      
        	
                D.

              	
                SIGNAGE
                  - At its own expense, Landlord will place a directory, in a prominent
                  place in the Building, listing Tenant as an occupant of the Building.
                  Landlord will also place one standard sign in the corridor of the
                  Building
                  outside one of Tenant’s entrances. Landlord will also list Tenant on the
                  outside directory sign to the extent that spaces are available
                  on the
                  sign. In cases where spaces are not available for every tenant,
                  precedence
                  will be given to tenants that rent the most
                  space.

              


      

       

      ARTICLE
        16 - TELECOMMUNICATIONS SERVICES

       

      Landlord
        shall have no obligation to provide telecommunications services pursuant
        to this
        lease. Tenant may secure such services from any provider.

      


      Tenant
        may contract for provision of such services by Landlord pursuant to one or
        more
        separate agreements. Non-tenant use of Landlord telecommunications
        infrastructure is prohibited. Tenants will not be permitted to host non-tenant
        corporate or personal computers in their suites effective November 1, 1998.
        Tenants violating this provision will be assessed damages of $1,000.00 per
        month
        for each non-Tenant owned computer that has been hosted on the Demised Premises
        without Landlord’s authorization. Landlord offers a facility for location of
        non-Tenant computers desiring access to Landlord’s telecommunications
        infrastructure. Information about this service can be obtained from
        Landlord.

      


      ARTICLE
        17 - INABILITY TO PERFORM SERVICES

      


      Failure
        to any extent to furnish, or any stoppage of, the services, amenities or
        benefits described above, resulting from causes beyond control of Landlord
        or
        from any cause, shall not render Landlord liable in any respect for damages
        to
        either person or property, nor be construed as an eviction of Tenant or result
        in an abatement of rent, nor relieve Tenant from fulfillment of any covenant
        or
        agreement herein. If any equipment or machinery breaks down, or ceases to
        function properly, Landlord shall use reasonable diligence to repair such
        equipment or machinery promptly, but Tenant shall have no claim for rebate
        of
        Basic Rent or damages on account of any interruptions in service occasioned
        thereby or resulting therefrom.

      


      PART
        III - TRANSFER OF OWNERSHIP RIGHTS OR CHANGE OF BUILDING
        STATUS

      


      ARTICLE
        18 - ASSIGNMENT OR SUBLETTING

      


      
        	
                A.

              	
                Tenant
                  will not sell, mortgage, transfer, or assign this Lease, or allow
                  the same
                  to be assigned by operation of law or otherwise, or sublet the
                  Demised
                  Premises, or any part thereof, or use or permit the same to be
                  used for
                  any other purpose than stated in the Permitted Use Clause hereof
                  without
                  the prior written consent of Landlord, which such consent will
                  not be
                  unreasonably withheld. Written consent of Landlord to sublease
                  the Demised
                  Premises shall be in the form of a consent line on the appropriate
                  sub-lease agreement.

              


      

      


      
        	
                B.

              	
                If
                  Landlord consents to an assignment or sublease of the Demised
                  Premises:

              


      

      


      
        	 	
                i.

              	
                the
                  agreement between Tenant and sub-Tenant shall be on a lease form
                  prepared
                  by or approved by Landlord.

              


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      
        	 	
                ii.

              	
                if
                  the sub-lease or assignment results in rental payments in excess
                  of the
                  monthly payments due and owing under the terms of this Lease, such
                  excess
                  rental payments shall be deemed to be rental payments due and owing
                  Landlord. 

              


      

      


      
        	
                C.

              	
                As
                  a further condition to Landlord's consent to any subleasing, assignment
                  or
                  other transfer of part or all of Tenant's interest in the Demised
                  Premises
                  

              


      

      


      
        	 	
                i.

              	
                Tenant
                  shall be required to pay Landlord's reasonable attorney's fees
                  and other
                  costs incurred in connection with the review and execution of any
                  documentation in connection
                  therewith;

              


      

      


      
        	 	
                ii.

              	
                any
                  sub-Tenant of part or all of Tenant's interest in the Demised Premises
                  shall agree that in the event Landlord gives such sub-Tenant notice
                  that
                  Tenant is in default under this Lease, such sub-Tenant shall thereafter
                  make all sublease or other payments directly to Landlord, which
                  payments
                  will be received by Landlord without any liability whether to honor
                  the
                  sublease or otherwise (except to credit such payments against sums
                  due
                  under this Lease), and such sub-Tenant shall agree to attorn to
                  Landlord,
                  or its successors and assigns, at its request should this Lease
                  be
                  terminated for any reason. In no event shall Landlord or its successors
                  or
                  assigns be obligated to accept such attornment; and
                  

              


      

      


      
        	 	
                iii.

              	
                Landlord
                  may require that Tenant not then be in default under this Lease
                  in any
                  respect. If Tenant files any type of petition in bankruptcy or
                  has the
                  same filed against it and Landlord does not elect to terminate
                  this Lease,
                  and if the trustee or receiver appointed by the bankruptcy court
                  attempts
                  to assume this Lease and thereupon assign it to a third party,
                  then
                  Landlord shall have the right to terminate this Lease within thirty
                  (30)
                  days upon gaining knowledge of such attempted assumption and assignment,
                  or upon being given written notice of same by Tenant, whichever
                  is
                  later.

              


      

      


      
        	
                D.

              	
                Any
                  sale, hypothecation, transfer, assignment or subletting which is
                  not in
                  compliance with the provisions of this Article shall be voidable
                  by
                  Landlord and shall, at the option of Landlord, constitute a default
                  under
                  this Lease. Landlord's acceptance of rent directly from any subtenant,
                  assignee or other transferee shall not be construed as Landlord's
                  approval
                  or consent thereto nor Landlord's agreement to accept the attornment
                  of
                  any subtenant in the event of any termination of this Lease. In
                  no event
                  shall Landlord's consent to an assignment or subletting be construed
                  as
                  (i) relieving Tenant from the obligation to obtain Landlord's express
                  written consent to any further assignment or subletting or (ii)
                  releasing
                  Tenant from any liability or obligation hereunder whether or not
                  then
                  accrued, and Tenant shall continue to be fully, jointly and severally
                  liable hereunder. 

              


      

       

      ARTICLE
        19 - TRANSFER OF LANDLORD'S RIGHTS

      


      Landlord
        shall have the right without Tenant’s consent to transfer and assign, in whole
        or in part, all and every feature of its rights and obligations hereunder
        and in
        the Building and property referred to herein. Such transfers or assignments
        may
        be either to a corporation, trust company, individual or group of individuals,
        and howsoever made are to be in all things respected and recognized by
        Tenant.

      


      ARTICLE
        20 - EMINENT DOMAIN AND FORCE MAJEURE

      


      
        	
                A.

              	
                If
                  all of the Demised Premises are taken or condemned either permanently
                  or
                  temporarily for any public or quasi-public use or purpose by any
                  competent
                  authority in appropriation proceedings or by any right of
                  eminent domain or by agreement or conveyance in lieu thereof (each
                  being
                  hereinafter referred to as "condemnation"), this Lease shall terminate
                  as
                  of the day possession shall be taken by such authority, and Tenant
                  shall
                  pay Basic Rent and perform all of its other obligations under this
                  Lease
                  up to that date with a proportionate refund by Landlord of any
                  Basic Rent
                  as shall have been paid in advance for a period subsequent to the
                  date of
                  the taking.

              


      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      
        	
                B.

              	
                If
                  less than all of the Demised Premises is taken by condemnation,
                  Landlord
                  and Tenant shall each have the right to terminate this Lease upon
                  notice
                  in writing to the other party within ninety (90) days after possession
                  is
                  taken by such condemnation. If this Lease is so terminated, it
                  shall
                  terminate as of the day possession shall be taken by such authority,
                  and
                  Tenant shall pay Basic Rent and perform all of its obligations
                  under this
                  Lease up to that date with a proportionate refund by Landlord of
                  any Basic
                  Rent as may have been paid in advance for a period subsequent to
                  the date
                  of the taking. If this Lease is not so terminated, it shall terminate
                  only
                  with respect to the part of the Demised Premises so taken as of
                  the day
                  possession shall be taken by such authority, and Tenant shall pay
                  Basic
                  Rent up to that day with a proportionate refund by Landlord of
                  any Basic
                  Rent as may have been paid for a period subsequent to the date
                  of the
                  taking and, thereafter, the Basic Rent shall be reduced in direct
                  proportion to the amount of area of the Demised Premises taken.
                  

              


      

      


      
        	
                C.

              	
                If
                  any part of the Building is taken by condemnation so as to render,
                  in
                  Landlord's judgment, the remainder unsuitable for use as an office
                  building, Landlord shall have the right to terminate this Lease
                  upon
                  notice in writing to Tenant within one hundred twenty (120) days
                  after
                  possession is taken by such condemnation without regard to whether
                  such
                  taking includes the Demised Premises or any part thereof. If Landlord
                  so
                  terminates this Lease, it shall terminate as of the day possession
                  is
                  taken by the condemning authority, and Tenant shall pay Basic Rent,
                  and
                  perform all of its other obligations under this Lease up to that
                  date with
                  a proportionate refund by Landlord of any Basic Rent as may have
                  been paid
                  in advance for a period subsequent to such
                  possession.

              


      

      


      
        	
                D.

              	
                As
                  between Landlord and Tenant, any award for paid damages for any
                  condemnation of all or any part of the Building, including, but
                  not
                  limited to, all damages as compensation for diminution in value
                  of the
                  leasehold, reversion and fee, and Tenant's leasehold improvements,
                  shall
                  belong to Landlord without any deduction therefrom for any present
                  or
                  future estate of Tenant, and Tenant hereby assigns to Landlord
                  all its
                  right, title and interest to any such award. Although all damages
                  in the
                  event of any condemnation belong to Landlord, whether such damages
                  are
                  awarded as compensation for diminution in value of the leasehold,
                  reversion or fee of the Demised Premises, or Tenant's leasehold
                  improvements, Tenant shall have the right to claim and recover
                  from the
                  condemning authority, but not from Landlord such compensation as
                  may be
                  separately awarded or recoverable by Tenant in Tenant's own right
                  on
                  account of any and all damage to Tenant's business by reason of
                  the
                  condemnation and for or on account of any cost or loss which Tenant
                  might
                  incur in removing Tenant's merchandise, furniture and
                  fixture.

              


      

      


      
        	
                E.

              	
                Landlord
                  shall not be liable or responsible for any loss or damage to any
                  property
                  or person occasioned by theft, fire, act of God, public enemy,
                  injunction,
                  riot, strike, insurrection, war, court order, requisition or order
                  of a
                  government body or authority, or other matter beyond the control
                  of
                  Landlord or for any damage or inconvenience which may arise through
                  repair
                  or alteration of any part of the Building or failure to make any
                  such
                  repairs, or from any cause whatsoever, unless caused solely by
                  Landlord's
                  gross negligence.

              


      

      


      ARTICLE
        21 - BINDING EFFECT 

      


      This
        Lease shall also inure to the benefit of the respective successors and assigns
        of Landlord and Tenant.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      ARTICLE
        22 - DAMAGE OR DESTRUCTION

      


      If
        the
        Demised Premises or the Building is damaged by any cause or means whatsoever
        not
        caused or contributed to by the negligence or fault of Tenant, its employees,
        agents, invitees or visitors, and if insurance proceeds have been made available
        therefore, and if said damage can be repaired within a period of ninety (90)
        days by using standard working methods and procedures, Landlord shall within
        a
        reasonable time after the occurrence of said damage, and to the extent of
        the
        insurance proceeds available therefore, enter and make repairs and this Lease
        shall not be affected but shall continue in full force and effect. However,
        if
        said damage cannot be repaired within a period of ninety (90) days by using
        standard working methods and procedures, then this Lease shall cease and
        terminate as of the date of such occurrence, and Tenant shall pay rent hereunder
        to such date and immediately surrender the Demised Premises to Landlord,
        unless
        within a period of sixty (60) days from the date of such occurrence Landlord
        shall elect to keep this Lease in force and to restore the Demised Premises
        to
        substantially the condition as existed prior to the date of such occurrence
        by
        giving Tenant written notice of such election within said sixty (60) day
        period.
        If Landlord so elects to continue this Lease and restore the Demised Premises,
        Landlord shall within a reasonable time after the date of the notice of said
        election enter and make repairs, and this Lease shall not be affected, except
        that rents hereunder shall be reduced or abated while such repairs are being
        made for the period of time and in the proportion that the Demised Premises
        are
        untenantable. If, however, such damage is contributed to or results from
        the
        fault of Tenant, Tenant's employees, agents, invitees or visitors, and if
        Landlord does not have insurance covering such damage, such damage shall
        be
        repaired by and at the expense of Tenant under the control, direction and
        supervision of Landlord, and the rent shall continue without abatement or
        reduction. The completion of the repairs of all such damages is subject to
        reasonable delays resulting from survey of such damage, obtaining plans and
        letting contracts for repair, adjustments or insurance loss, strikes, labor
        difficulties, unavailability of material, or other causes beyond the control
        of
        the party obligated to make such repairs. 

      


      ARTICLE
        23 - RELOCATION

      


      
        	
                A.
                  

              	
                Landlord
                  has the right to relocate the Demised Premises to another part
                  of the
                  Building, or to another building at the Center, in accordance with
                  the
                  following:

              


      

      


      
        	 	
                i.

              	
                The
                  new Demised Premises will be substantially the same in size, dimensions,
                  configuration, decor, and nature as the Premises described in this
                  Lease
                  and shall be placed in that condition by Landlord at its
                  cost;

              


      

      


      
        	 	
                ii.

              	
                The
                  physical relocation of the Demised Premises will be accomplished
                  by
                  Landlord at its cost;

              


      

      


      
        	 	
                iii.

              	
                Landlord
                  will give Tenant at least thirty (30) days prior written notice
                  of
                  Landlord's intention to relocate the Demised
                  Premises;

              


      

      


      
        	 	
                iv.

              	
                The
                  physical relocation of the Demised Premises will take place on
                  a weekend
                  and will be completely accomplished before the Monday following
                  the
                  weekend in which the relocation takes place. If the physical relocation
                  has not been completed in that time, Basic Rent will abate in full
                  from
                  Monday to the time it is completed;

              


      

      


      
        	 	
                v.

              	
                All
                  reasonable costs incurred by Tenant as a result of the relocation,
                  including, without limitation, costs incurred in changing addresses
                  on
                  stationery, business cards, directories, advertising, and such
                  other items
                  will be paid by Landlord.

              


      

      


      
        	
                B.

              	
                If
                  Tenant desires to vacate the Demised Premises and occupy the same
                  amount
                  or more space available in another facility owned by Landlord or
                  its
                  parent corporation, Landlord shall release Tenant from this Lease
                  without
                  penalty upon the express written approval of Landlord. Tenant shall
                  give
                  Landlord ninety (90) days written notice of its intention to exercise
                  this
                  option. Landlord shall not withhold such approval without reasonable
                  cause. 

              


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      ARTICLE
        24 - SUBORDINATION

      


      Tenant
        hereby subordinates this Lease and all rights of Tenant hereunder to any
        mortgage or mortgages, or vendor's lien or similar instruments which now
        are or
        which may from time to time be placed upon the Demised Premises covered by
        this
        Lease and such mortgage or mortgages or liens or other instruments shall
        be
        superior to and prior to this Lease. Tenant further covenants and agrees
        that if
        the mortgagee or other lien holder acquires the Demised Premises as a purchaser
        at any foreclosure sale (any such mortgagee or other lien-holder or purchaser
        at
        the foreclosure sale being each hereinafter referred to as the "Purchaser
        at
        Foreclosure"), Tenant shall thereafter, but only at the option of the Purchaser
        at Foreclosure, as evidenced by the written notice of its election given
        to
        Tenant within a reasonable time thereafter, remain bound by novation or
        otherwise to the same effect as if a new and identical Lease between the
        Purchaser at Foreclosure, as landlord, and Tenant, as tenant, had been entered
        into for the remainder of the term of this Lease in effect at the institution
        of
        the foreclosure proceedings. Tenant agrees to execute any instrument or
        instruments which may be deemed necessary or desirable to further effect
        the
        subordination of this Lease to each such mortgage, lien or instrument or
        to
        confirm any election to continue this Lease in effect in the event of
        foreclosure, as above provided. Tenant hereby irrevocably appoints Landlord
        as
        its special attorney-in-fact to execute and deliver any document provided
        for
        herein for and in the name of Tenant. Such power, being coupled with an
        interest, is irrevocable.

      


      PART
        IV - LAWS AND REGULATIONS

      


      ARTICLE
        25 - LAWS AND REGULATIONS

      


      Tenant
        will maintain the Demised Premises in a clean and healthful condition and
        comply
        with all laws, ordinances, orders, rules, and regulations (state, federal,
        municipal, and other agencies or bodies having any jurisdiction thereof)
        with
        reference to conditions or occupancy of the Demised Premises. This includes,
        but
        is not limited to, compliance with regulations set by the Occupational Safety
        and Health Administration (OSHA) and compliance with the Americans with
        Disabilities Act within the Demised Premises as it relates to barriers created
        by furniture and fixtures not owned by Landlord.

      


      ARTICLE
        26 - USES OF DEMISED PREMISES

      


      Tenant
        will not occupy or use, nor permit any portion of the Demised Premises to
        be
        occupied or used for any business or purpose which is (i) unlawful in part
        or in
        whole; (ii) deemed to be disreputable in any manner, or (iii) extra hazardous
        on
        account of fire. Tenant shall not obstruct or interfere with the rights of
        other
        tenants or occupants of the Building or injure or annoy them, or permit anything
        to be done which will in any way increase the rate of fire insurance or
        liability insurance on the building or contents, and in the event that, by
        reason of acts of Tenant, there is any increase in rate of such insurance
        on the
        Building or contents created by Tenant's acts or conduct of business, then
        Tenant hereby agrees to pay such increase. It is further agreed
        that:

      


      
        	
                A.

              	
                business
                  machines and mechanical equipment belonging to Tenant which cause
                  noise or
                  vibration that may be transmitted to the structure of the Building
                  or any
                  space therein to such a degree as to be objectionable to Landlord
                  or to
                  any tenant in the Building shall be installed and maintained by
                  Tenant, at
                  Tenant's expense, on vibration eliminators or other devices sufficient
                  to
                  eliminate such noise and vibration.

              


      

      


      
        	
                B.

              	
                Tenant
                  shall not interfere, nor cause interference with, any satellite
                  or
                  transmission or reception, nor shall Tenant interfere or cause
                  interference with, the radio frequency being used by another tenant
                  for
                  scientific purposes. 

              


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      
        	
                C.

              	
                If
                  the Tenant elects to use the CRC shared network for telecommunications,
                  the Tenant shall comply with the terms of the Tenant Data Services
                  Agreement. 

              


      

      


      
        	
                D.

              	
                Tenant
                  shall use the Demised Premises solely for the purpose specified
                  in the
                  Permitted Use section of this Lease. In addition, Tenant shall
                  conduct
                  business in and from the Demised Premises solely under the trade
                  name
                  specified in the Fundamental Lease Provisions. Tenant shall, at
                  its
                  expense, procure any and all governmental licenses and permits,
                  including
                  without limitation sign permits, required for the conduct of Tenant's
                  business on the Demised Premises and shall, at all times, comply
                  with the
                  requirement of each such license and permit. Landlord is not required,
                  and
                  does not represent or warrant that it will obtain or endeavor to
                  obtain
                  for Tenant (or that Tenant will be able to obtain) any license
                  or permit.
                  

              


      

      


      
        	
                E.

              	
                Tenant
                  acknowledges and understands that the proper tenant mix of the
                  Building is
                  essential to the successful operation of the Building and that
                  the
                  restriction against the unauthorized use of the Demised Premises
                  is not
                  intended to act as a restraint of trade but to protect and insure
                  the
                  correct tenant mix.

              


      

      


      ARTICLE
        27 - BUILDING RULES AND REGULATIONS

      


      Tenant
        and Tenant's agents, employees, and invitees will comply fully with all
        requirements of the Building Rules and Regulations which are attached as
        Exhibit
        B and made a part hereof as though fully set out herein. Landlord shall at
        all
        times have the right to change such Rules and Regulations or to amend them
        in
        such reasonable manner as may be deemed advisable for the safety, care and
        cleanliness of the Demised Premises and for the preservation of good order
        therein, all of which Rules and Regulations, changes and amendments will
        be
        forwarded to Tenant in writing and shall be carried out and observed by
        Tenant.

      


      ARTICLE
        28 - ENVIRONMENTAL PROVISIONS 

      


      
        	
                A.

              	
                Tenant
                  represents and warrants that all materials and chemicals used in
                  the
                  normal course of its business are classified as Generally Regarded
                  as Safe
                  ("GRAS") by the Food and Drug Administration ("FDA"). Tenant represents
                  and warrants that it will not conduct any activities on the Demised
                  Premises or in the Building which may constitute a violation of
                  any
                  environmental law, statute and/or regulation. Tenant agrees not
                  to employ
                  or utilize the Demised Premises or the Building for the purpose
                  of
                  disposing, treating, storing, handling or transporting any materials
                  which
                  may be deemed to constitute “Hazardous or Toxic Materials”.
                  

              


      

      


      
        	
                B.

              	
                Tenant
                  agrees to defend, indemnify and hold Landlord harmless against
                  any and all
                  Claims, as hereinafter defined, which Landlord may hereafter become
                  liable
                  for, suffer, incur or pay arising under any applicable laws and
                  resulting
                  from any activity, act or violation of this Article on the part
                  of Tenant,
                  its agents, employees, or assigns. In addition, Tenant agrees to
                  defend,
                  indemnify and hold Landlord harmless against any and all Claims
                  which
                  Landlord may hereafter be liable for, suffer, incur, or pay resulting
                  from
                  or arising out of any handling, storage, treatment, transportation,
                  disposal, and/or release of GRAS, Hazardous or Toxic Materials
                  from or on
                  the Demised Premises or the Building.


              


      

      


      
        	
                C.

              	
                The
                  term "Claims" shall mean and include all actions, causes of action,
                  whether common law or statutory, demands, remedies, liability,
                  suits,
                  judgments, expenses, personal injuries, property damages, incidental
                  and
                  consequential damages resulting thereby, clean up costs, civil
                  penalties,
                  reasonable attorneys' fees, litigation expenses, abatement costs,
                  abatement and corrective relief, injunctive relief requiring removal
                  and/or remedial action, all costs of removal or remedial action,
                  and
                  damages to natural resources.

              


      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      
        	
                D.

              	
                The
                  Term "Hazardous or Toxic Materials" means any materials which may
                  be
                  deemed hazardous or toxic including, but no limited to, (i) materials
                  defined as "hazardous waste" under the Federal Resource Conservation
                  and
                  Recovery Act and similar state laws; (ii) "hazardous substances"
                  as
                  identified under the Federal Comprehensive Environmental Response,
                  Compensation and Liability Act and especially in CERCLA Section
                  101(14)
                  and as set forth in Title 40, Title of Federal Regulations, Part
                  302;
                  (iii) those elements or compounds which are contained in the list
                  of
                  hazardous substances adopted by the United States Environmental
                  Protection
                  Agency ("EPA") and the list of toxic pollutants designated by Congress or
                  the EPA or defined by any other federal, state or local statute,
                  law,
                  ordinance, code, rule, regulation, order or decree regulating,
                  relating
                  to, or imposing liability or standards of conduct concerning, any
                  hazardous, toxic, polluting, or dangerous waste substance or material,
                  as
                  such lists are now or any time hereafter in effect; (iv) petroleum
                  products; and (v) such other materials, substances or waste which
                  are
                  otherwise dangerous, hazardous, harmful or deleterious to human,
                  plant or
                  animal health or well being. 

              


      

      


      
        	
                E.

              	
                The
                  provisions set forth in this Article shall survive the termination
                  of this
                  Lease. If Tenant's transportation, storage, use or disposal of
                  GRAS or
                  Hazardous or Toxic Materials on the Demised Premises or Building
                  results
                  in (i) contamination of the soil or surface or ground water; or
                  (ii) loss,
                  damage or inconvenience to person(s) and/or property, then Tenant
                  agrees
                  to (i) notify Landlord immediately of any contamination, claim
                  of
                  contamination, loss or damage or inconvenience; (ii) after consultation
                  and approval by Landlord, to clean up the contamination in full
                  compliance
                  with all applicable statutes, regulations and standards; and (iii)
                  to
                  indemnify, defend and hold harmless Landlord from and against any
                  Claim
                  arising from or connected with any such contamination, claim of
                  contamination, loss, damage. Further, upon written notice from
                  Landlord,
                  Tenant shall immediately cease any activity that may cause any
                  inconvenience to either Landlord or other tenants, or their agents,
                  employees or invitees. In the event of a conflict of the provisions
                  of
                  this Section E with any other provision in this Article, the provision
                  in
                  this Section E shall prevail.

              


      

      


      
        	
                F.

              	
                Tenant
                  has the Landlord’s permission to use all of the chemicals shown in Exhibit
                  F.

              


      

      


      ARTICLE
        29 - PERSONAL PROPERTY TAXES

      


      With
        respect to Tenant's fixtures, furnishings, equipment and all other personal
        property located in the Demised Premises, Tenant shall pay prior to delinquency
        all taxes assessed against or levied thereon and when possible, shall cause
        the
        same to be assessed and billed separately from the property of Landlord,
        but if
        the same shall be assessed and taxed with the property of Landlord, Tenant
        shall
        pay to Landlord its share of such taxes within ten (10) days after Landlord's
        delivery to Tenant of a statement in writing setting forth the amount of
        such
        taxes applicable to Tenant's property. In addition, Tenant shall pay promptly
        when due all taxes imposed upon Tenant's rents, gross receipts, charges and
        business operations.

      


      ARTICLE
        30 - REAL PROPERTY TAXES

      


      Landlord
        is exempt from real property taxes imposed by the County of Montgomery and
        Town
        of Blacksburg, Virginia. Section 58.1-3203 of the Virginia code allows the
        appropriate local municipalities to tax the leasehold interest in property
        that
        is exempt from taxation to the owner. The tax of the leasehold interest is
        reduced by two percent for each year that a lease is less than 50 years in
        length, but the reduction is limited to 85%. In other words, for a one-year
        lease, taxes on the leasehold estate are equal to 15% of the taxes that would
        normally be assessed. By executing this Lease, Tenant acknowledges that these
        taxes are Tenant’s responsibility.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      ARTICLE
        31 - BUSINESS, PROFESSIONAL AND OCCUPATIONAL LICENSE

      


      The
        Town
        of Blacksburg, Virginia has a Business, Professional and Occupational License
        (BPOL) tax based on the gross revenue received on an annual basis. Tenants
        certify that they are licensed to do business in Blacksburg, Virginia and
        if
        applicable, the Commonwealth of Virginia. 

      


      ARTICLE
        32 - DECLARATION OF USES AND RESTRICTIONS

      


      Tenant
        agrees to abide by the Declaration of Uses and Restrictions related to
        Landlord's research park made by Virginia Tech Corporate Research Center,
        Inc.
        and Virginia Tech Foundation, Inc. recorded in the land records of the Circuit
        Court of Montgomery County, Virginia at Deed Book 823, Page 465, as the same
        may
        be amended or modified from time to time. A copy of the current version of
        the
        Declaration is attached as Exhibit D and is incorporated by reference into
        the
        lease.

      


      ARTICLE
        33 - PARKING AREAS

      


      The
        parking area, employee parking space, driveways, entrances, and exits and
        all
        other common areas and facilities provided by Landlord for general use, in
        common, of Tenant, its employees and customers, shall at all times be subject
        to
        the exclusive control and management of Landlord, and Landlord shall have
        the
        right to establish, modify, change and enforce uniform and non-discriminatory
        rules and regulations with respect to the parking area, employee parking
        area,
        and other common areas and facilities hereinabove mentioned, and Tenant,
        agrees
        at all times to abide by and conform to such rules and regulations.

      


      PART
        V - INDEMNITY AND INSURANCE

      


      ARTICLE
        34 - INDEMNITY, LIABILITY AND LOSS OR DAMAGES

      


      By
        moving
        into the Demised Premises or taking possession thereof, Tenant accepts the
        Demised Premises as suitable for the purposes for which the same are leased
        and
        accepts the Building and each and every appurtenance thereof, and except
        as
        expressly set forth in this Lease, and Tenant waives any and all defects
        therein. Landlord shall not be liable to Tenant or Tenant's agents, employees,
        guests, invitees or to any person claiming by, through or under Tenant for
        any
        injury to person, loss or damage to property, or for loss or damage to Tenant's
        business, caused by or through the acts or omissions of Landlord or any other
        person, or by any other cause whatsoever except Landlord's gross negligence
        or
        willful misconduct. If any action shall be commenced by or against Landlord,
        Landlord shall protect and hold Tenant harmless and shall pay all costs,
        expenses, and reasonable attorney’s fees. Tenant shall indemnify Landlord and
        save Landlord harmless from all suits, actions, damages, liability and expense
        in connection with loss of life, bodily or personal injury or property damage
        arising from or out of any occurrence in, upon, at or from the Demised Premises
        or the occupancy or use by Tenant of the Demised Premises or any part thereof,
        if caused wholly or in part by any action or omission of Tenant, its agents,
        contractors, employees, servants, invitees, or licensees during the Term
        of this
        Lease. If any action shall be commenced by or against Tenant, Tenant shall
        protect and hold Landlord harmless and shall pay all costs, expenses, and
        reasonable attorney’s fees.

      


      ARTICLE
        35 - INSURANCE

      


      
        	
                A.

              	
                Tenant
                  covenants and agrees that from and after the date of delivery of
                  the
                  Demised Premises from Landlord to Tenant, Tenant will carry and
                  maintain,
                  at its sole cost and expense, the following types of insurance,
                  in the
                  amounts specified and in the form hereinafter
                  provided:

              


      

      


      
        	 	
                i.

              	
                General
                  Liability and Property Damage. Commercial General Liability Insurance
                  covering the Demised Premises and Tenant's use thereof against
                  claims for
                  personal injury or death and property damage occurring upon, in
                  or about
                  the Demised Premises, such insurance to afford protection to the
                  limit of
                  not less than $1,000,000 in respect of injury or death to any number
                  of
                  persons arising out of any one occurrence and such insurance against
                  property to afford protection to the limit of not less than $500,000
                  in
                  respect of any instance of property damage. The insurance coverage
                  required under this Article, 35.A.i., shall, in addition, extend
                  to any
                  liability of Tenant arising out of the indemnities provided for
                  in Article
                  4.

              


      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      
        	 	
                ii.

              	
                Tenant
                  Leasehold Improvements and Property. Insurance covering all of
                  the items
                  included in Tenant's leasehold improvements, heating, ventilating
                  and air
                  conditioning equipment, if any, trade fixtures, merchandise and
                  personal
                  property from time to time in, on or upon the Demised Premises,
                  and
                  alterations, additions or changes made by Tenant pursuant to Article
                  4 in
                  an amount not less than One Hundred Percent (100%) of their full
                  replacement cost from time to time during the Lease Term, and which
                  insurance shall provide protection against causes of loss commonly
                  known
                  as "all risks" or "special form". Any policy proceeds from such
                  insurance
                  shall constitute trust funds in the hands of Tenant to be used
                  solely for
                  the repair, reconstruction and restoration or replacement of the
                  property
                  damaged or destroyed.

              


      

      


      
        	
                B.

              	
                All
                  policies of insurance provided for in this Article shall be issued
                  in form
                  acceptable to Landlord by insurance companies with a rating of
                  not less
                  than A- as rated in the most current available "Best Insurance
                  Reports,"
                  and qualified to do business in the Commonwealth of Virginia. Each
                  and
                  every such policy:

              


      

      


      
        	 	
                i.

              	
                shall
                  be issued in the name of Tenant (with Landlord and any other parties
                  in
                  interest from time to time designated in writing named as additional
                  insureds);

              


      

      


      
        	 	
                ii.

              	
                shall
                  be for the mutual and joint benefit and protection of Landlord
                  and Tenant
                  and any such other parties in
                  interest;

              


      

      


      
        	 	
                iii.

              	
                shall
                  be delivered to Landlord and such other parties in interest within
                  ten
                  (10) days after delivery of possession of the Demised Premises
                  to Tenant
                  and thereafter within thirty (30) days prior to the expiration
                  of each
                  such policy and as often as any such policy shall expire or terminate,
                  renewal or additional policies shall be procured and maintained
                  by Tenant
                  in like manner and to like extent;

              


      

      


      
        	 	
                iv.

              	
                shall
                  be written as a primary policy which does not contribute to and
                  is not in
                  excess of coverage which Landlord may carry;
                  and

              


      

      


      
        	 	
                v.

              	
                shall
                  contain a provision that Landlord and any such other parties in
                  interest,
                  although named as an insured, shall nevertheless be entitled to
                  recover
                  under said policies for any loss occasioned to it, its servants,
                  agents
                  and employees by reason of the negligence of
                  Tenant.

              


      

      


      
        	
                C.
                  

              	
                Tenant
                  agrees that Landlord shall not be responsible for any damage to
                  Tenant's
                  stock in trade, furniture, equipment, contents, or other removable
                  items
                  situated in the Demised Premises, and Landlord shall not be required
                  to
                  carry insurance to cover any such
                  items.

              


      

      


      ARTICLE
        36 - WAIVER OF SUBROGATION

      


      Tenant
        hereby waives all right of subrogation by any insurance company issuing policies
        carried by Tenant with respect to the Demised Premises, Tenant's fixtures,
        personal property, or leasehold improvements, or Tenant's
        business.


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      PART
        VI - NON-COMPLIANCE WITH LEASE

      


      ARTICLE
        37 - DEFAULT

      


      
        	
                A.

              	
                If
                  (i) Tenant fails to comply with any term, provision, condition,
                  or
                  covenant of this Lease or any of the Rules and Regulations now
                  or
                  hereafter established for government of the Building; (ii) Tenant
                  deserts
                  or vacates the Demised Premises; (iii) any petition is filed by
                  or against
                  Tenant under any section or chapter of the Bankruptcy Reform Act
                  of 1978,
                  as amended, or under any similar law or statute of the United States
                  or of
                  any state thereof; (iv) Tenant becomes insolvent or makes a transfer
                  in
                  fraud of creditors; (v) Tenant makes an assignment for benefit
                  of
                  creditors; (vi) a receiver is appointed for Tenant or any of the
                  assets of
                  Tenant: or (vii) tenant ceases to be a going concern; then Landlord
                  may,
                  after ten (10) days prior written notice to cure any non-monetary
                  default
                  and after five (5) days prior written notice to cure any monetary
                  default
                  in this Lease and thereafter, Landlord shall have the option to
                  do any one
                  or more of the following without any notice or demand, in addition
                  to and
                  not in limitation of any other remedy permitted by law or by this
                  Lease:

              


      

      


      
        	 	
                i.

              	
                Terminate
                  this lease, in which event Tenant shall immediately surrender the
                  Demised
                  Premises to Landlord and if Tenant fails so to do, Landlord may
                  without
                  prejudice to any other remedy which it may have for possession
                  or
                  arrearage in rent, enter upon and take possession of the Demised
                  Premises
                  and expel or remove Tenant and any other person who may be occupying
                  such
                  Demised Premises or any part thereof, by force if necessary, without
                  being
                  liable for prosecution or any claim of
                  damages.

              


      

      


      
        	 	
                ii.

              	
                Enter
                  upon and take possession of the Demised Premises and expel or remove
                  Tenant and any other person who may be occupying such Demised Premises
                  or
                  any part thereof, by force if necessary, without being liable for
                  prosecution or any claim for damages therefor, and relet the Demised
                  Premises and receive the rent
                  therefor.

              


      

      


      
        	 	
                iii.

              	
                Enter
                  upon the Demised Premises, by force if necessary without being
                  liable for
                  prosecution or any claim for damages therefor, and do whatever
                  Tenant is
                  obligated to do under the terms of this lease and Tenant agrees
                  to
                  reimburse Landlord on demand for any expenses which Landlord may
                  incur in
                  thus effecting compliance with Tenant's obligations under this
                  Lease and
                  Tenant further agrees that Landlord shall not be liable for any
                  damages
                  resulting to Tenant from such action, whether caused by the negligence
                  of
                  Landlord or otherwise.

              


      

      


      
        	 	
                iv.

              	
                Upon
                  three (3) days written notice to Tenant, alter all locks and other
                  security devices at the Demised Premises without terminating this
                  Lease.

              


      

      


      
        	
                B.

              	
                Exercise
                  by Landlord of any one or more remedies hereunder granted or otherwise
                  available shall not be deemed to be an acceptance of surrender
                  of the
                  Demised Premises by Tenant whether by agreement or by operation
                  of law, it
                  being understood that such surrender can be effected only by the
                  written
                  agreement of Landlord and Tenant. No alteration of locks or other
                  security
                  devices and no removal or other exercise of dominion by Landlord
                  over the
                  property of Tenant or others at the Demised Premises shall be deemed
                  unauthorized or constitute a conversion. All claims for damages
                  by reason
                  of re-entry, repossession and/or alteration of locks or other security
                  devices are hereby waived, as are all claims for damages by reason
                  of any
                  distress warrant, forcible detainer proceedings, sequestration
                  proceedings
                  or other legal process. Tenant agrees that any re-entry by Landlord
                  may be
                  pursuant to judgment obtained in forcible detainer proceedings
                  or other
                  legal proceedings or without the necessity for any legal proceedings,
                  as
                  Landlord may elect, and Landlord shall not be liable in trespass
                  or
                  otherwise.

              


      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      
        	
                C.

              	
                If
                  Landlord elects to terminate this Lease by reason of an event of
                  default,
                  then, notwithstanding, such terminations, Tenant shall be liable
                  for and
                  pay to Landlord, at the address specified for notice to Landlord
                  herein,
                  the sum of all rental and other indebtedness accrued to date of
                  such
                  termination (minus any amounts collected from any guarantor of
                  this Lease)
                  plus as damages, an amount equal to the difference between (i)
                  the total
                  rental hereunder for the remaining portion of this Lease term (had
                  such
                  term not been terminated by Landlord prior to the date of expiration
                  stated herein), and (ii) the present value of the then fair rental
                  value
                  of the Demised Premises for such
                  period.

              


      

      


      
        	
                D.

              	
                If
                  Landlord elects to repossess the Demised Premises without terminating
                  this
                  Lease, then Tenant shall be liable for and shall pay to Landlord,
                  at the
                  address specified for notice to Landlord herein, all rental and
                  other
                  indebtedness accrued to the date of such repossession, plus rental
                  required to be paid by Tenant to Landlord during the remainder
                  of the
                  Lease Term until the date of expiration of the Lease Term as stated
                  in
                  herein diminished by any net sums thereafter received by Landlord
                  through
                  reletting the Demised Premises during said period (after deducting
                  expenses incurred by Landlord as provided in Sub-Article 36.E.
                  below). In
                  no event shall Tenant be entitled to any excess of any rental obtained
                  by
                  reletting over and above the rental herein reserved. Actions to
                  collect
                  amounts due by Tenant to Landlord under this subparagraph may be
                  brought
                  from time to time, on one or more occasions, without the necessity
                  of
                  Landlord's waiting until expiration of the Lease
                  Term.

              


      

      


      
        	
                E.

              	
                In
                  case of any event of default or breach by Tenant , Tenant shall
                  also be
                  liable for and shall pay to Landlord at the address specified for
                  notice
                  to Landlord herein in addition to any sum provided to be paid above,
                  brokers fees incurred by Landlord in connection with reletting
                  the whole
                  or any part of the Demised Premises; the costs of removing and
                  storing
                  Tenant's or other occupant's property; the costs of repairing,
                  altering,
                  remodeling or otherwise putting the Demised Premises into condition
                  acceptable to a new tenant or tenants; and all reasonable expenses
                  incurred by Landlord in enforcing or defending Landlord's right
                  and/or
                  remedies including reasonable attorney's fees.


              


      

      


      
        	
                F.

              	
                In
                  the event of termination or repossession of the Demised Premises
                  for an
                  event of default, Landlord shall make good faith, commercially
                  reasonable
                  efforts to relet or to attempt to relet the premises, or any portion
                  thereof, or to collect rental after reletting and in the event
                  of
                  reletting, Landlord may relet the whole or any portion of the premises
                  for
                  any period to any tenant and for any use and purpose. Any sums
                  received by
                  Landlord as a result of any such reletting shall be credited against
                  any
                  damages due to Landlord because of Tenant’s default, but only to the
                  extent that such monies are paid to Landlord for the use of the
                  premises
                  during what would have been the Lease
                  Term.

              


      

      


      
        	
                G.

              	
                If
                  Tenant fails to make any payment or cure any default hereunder
                  within the
                  time herein permitted, Landlord, without being under any obligation
                  to do
                  so and without thereby waiving such default, may make such payment
                  and/or
                  remedy such other default for the account of Tenant (and enter
                  the
                  premises for such purpose), and thereupon Tenant shall be obligated
                  to,
                  and hereby agrees to pay Landlord, upon demand, all costs, expenses
                  and
                  disbursements (including reasonable attorney's fees) incurred by
                  Landlord
                  in taking such remedial action.

              


      

      


      
        	
                H.

              	
                In
                  the event of any default by Landlord, Tenant's exclusive remedy
                  shall be
                  an action for damages. Tenant hereby waives the benefit of any
                  laws
                  granting a lien upon the property of Landlord and/or upon rent
                  due
                  Landlord), but prior to any such action, Tenant will give Landlord
                  written
                  notice specifying such default with particularity, and Landlord
                  shall
                  thereupon have thirty (30) days in which to cure any such default.
                  Unless
                  and until Landlord fails to cure any default after such notice,
                  Tenant
                  shall not have any remedy or cause of action by reason thereof.
                  All
                  obligations of Landlord hereunder will be construed as covenants,
                  not
                  conditions; and all such obligations will be binding upon Landlord
                  only
                  during the period of its possession of the premises and not thereafter.
                  The term "Landlord" shall mean only the owner, the Demised Premises,
                  and
                  in the event of the transfer by such owner of its interest in the
                  Demised
                  Premises, such owner shall thereupon be released and discharged
                  from all
                  covenants and obligation of Landlord thereafter accruing, but such
                  covenants and obligations shall be binding during the Lease Term
                  upon each
                  new owner for the duration of such owner's ownership. Notwithstanding
                  any
                  other provision to the contrary herein, Landlord shall not have
                  any
                  personal liability hereunder. In the event of any breach or default
                  by
                  Landlord in any term or provision of this Lease, Tenant agrees
                  to look
                  solely to the equity or interest then owned by Landlord in the
                  Demised
                  Premises; however, in no event, shall any deficiency judgment or
                  any money
                  judgment of any kind be sought or obtained against
                  Landlord.

              


      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      
        	
                I.

              	
                If
                  Landlord shall take possession of the Demised Premises pursuant
                  to the
                  authority herein granted, then Landlord shall have the right to
                  keep in
                  place and use all of the furniture, fixtures and equipment at the
                  Demised
                  Premises, including that which is owned by or leased to Tenant
                  at all
                  times prior to any foreclosure thereon by Landlord or repossession
                  thereof
                  by any Landlord thereof or third party having a lien thereon. Landlord
                  shall also have the right to remove from the Demised Premises (without
                  the
                  necessity of obtaining a distress warrant, writ of sequestration
                  or other
                  legal process) all or any portion of such furniture, fixtures,
                  equipment
                  and other property located thereon and to place same in storage
                  at any
                  Demised Premises within the county in which the Demised Premises
                  is
                  located; and in such event, Tenant shall be liable to Landlord
                  for costs
                  incurred by Landlord in connection with such removal and storage.
                  Landlord
                  shall also have the right to relinquish possession of all or any
                  portion
                  of such furniture, fixtures, equipment and other property to any
                  person
                  ("Claimant") claiming to be entitled to possession thereof who
                  present to
                  Landlord a copy of any instrument represented to Landlord by Claimant
                  to
                  have been executed by Tenant (or any predecessor of Tenant) granting
                  Claimant the right under various circumstances to take possession
                  of such
                  furniture, fixtures, equipment or other property, without the necessity
                  on
                  the part of Landlord to inquire into the authenticity of said instrument
                  or Tenant's or Tenant's predecessor's signature thereon and without
                  the
                  necessity of Landlord making any investigation or inquiry as to
                  the
                  validity of the factual or legal basis upon which Claimant purports
                  to
                  act. Tenant agrees to indemnify and hold Landlord harmless from
                  all costs,
                  expense, loss damage and liability incident to Landlord's relinquishment
                  of possession of all or any portion of such furniture, fixtures,
                  equipment
                  or other property to Claimant. The rights of Landlord herein stated
                  shall
                  be in addition to any and all other rights that Landlord has or
                  may
                  hereafter have at law or in equity. Tenant stipulates and agrees
                  that the
                  rights herein granted Landlord are commercially
                  reasonable.

              


      

      


      
        	
                J.

              	
                No
                  act or thing done by Landlord or its agents during the term hereof
                  shall
                  be deemed an acceptance of a surrender of the Demised Premises,
                  and no
                  agreement to accept a surrender of the Demised Premises shall be
                  valid
                  unless made in writing and signed by Landlord.


              


      

      


      
        	
                K.

              	
                The
                  mention in this Lease of any particular remedy shall not preclude
                  Landlord
                  from any other remedy Landlord might have, either in law or in
                  equity, nor
                  shall the waiver of or redress for any violation of any covenant
                  or
                  condition contained in this Lease or any of the Rules and Regulations
                  attached hereto or hereafter adopted by Landlord, prevent a subsequent
                  act, which would have originally constituted a violation, from
                  having all
                  the force and effect of an original violation.


              


      

      


      
        	
                L.

              	
                The
                  receipt by Landlord of rent with knowledge of the breach of any
                  covenant
                  contained in this Lease shall not be deemed a waiver of such breach.
                  

              


      

      


      
        	
                M.

              	
                The
                  failure of Landlord to enforce any of the Rules and Regulations
                  attached
                  hereto, or hereafter adopted, against Tenant and/or any other tenant
                  in
                  the Building shall not be deemed a waiver.


              


      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      
        	
                N.

              	
                If
                  it becomes necessary or proper for Landlord to bring any action
                  under this
                  Lease or to consult with an attorney concerning, or for the enforcement
                  of, any of Landlord's rights under this Lease, Tenant agrees in
                  each and
                  any such case to pay to Landlord its attorney's fees.
                  

              


      

      


      ARTICLE
        38 - LIEN FOR RENT

      


      In
        consideration of mutual benefits arising by virtue of this Lease, Tenant
        does
        hereby grant to Landlord a security interest in all property of Tenant now
        or
        hereinafter placed in or upon the Demised Premises (except such part of Tenant's
        property or merchandise which may be exchanged, replaced or sold from time
        to
        time in the ordinary course of operations or trade), and such property is
        hereby
        subjected to a lien in favor of Landlord and shall be and remain subject
        to such
        lien of Landlord for payment of all rents and other sums agreed to be paid
        by
        Tenant herein; provided that said lien shall be subordinate to any security
        interest in connection with purchase money financing by Tenant. Tenant agrees
        to
        execute appropriate security agreements and financing statements as may be
        required by law to perfect Landlord's subordinate security interest if so
        requested by Landlord.

      


      ARTICLE
        39 - DEFAULTS BY TENANT ON THIRD PARTY

      


      Tenant
        shall not default on any of its covenants under loan agreements, with any
        lending, mortgage or financial institution and Tenant immediately shall advise
        Landlord in writing if any such default by Tenant should incur.

      


      ARTICLE
        40 - WAIVER OF DEFAULT

      


      In
        the
        event Tenant should default on any of its covenants herein, Landlord may
        pursue
        remedies in accordance with Article 37. However, Landlord, at its option,
        may
        waive such event of default and this Lease will continue in full force and
        effect, provided, however, that Landlord's waiver is in writing and signed
        by
        Landlord.

      


      ARTICLE
        41 - WAIVER OF TRIAL BY JURY

      


      Each
        of
        Landlord and Tenant agree it shall, and it hereby does, waive trial by jury
        in
        any action, proceeding or counterclaim brought by either of the parties hereto
        against the other on any matter arising out of or in any way connected with
        this
        Lease, including, but not limited to, the relationship of Landlord and Tenant,
        and Tenant's use or occupancy of the Demised Premises. Tenant further agrees
        that it shall not interpose any counterclaim in a summary proceeding or in
        any
        action based on nonpayment of Basic Rent or any other payment required of
        Tenant
        hereunder.

      


      ARTICLE
        42 - CROSS DEFAULTS

      


      If
        Tenant, or any subsidiary or affiliate of Tenant, has other leases for other
        Demised Premises in the Building, any default by Tenant under such other
        leases
        shall be deemed to be default hereunder and Landlord shall be entitled to
        enforce all of its rights and remedies for default as provided
        herein.

      


      ARTICLE
        43 - ABANDONMENT

      


      If
        the
        Demised Premises are abandoned or vacated by Tenant, Landlord shall have
        the
        right, but not the obligation, to: 

      


      
        	
                A.

              	
                re-let
                  the Demised Premises for the remainder of the period covered hereby;
                  and
                  if the rent received through such re-leasing is not at least equal
                  to the
                  rent provided hereunder, Tenant shall pay and satisfy any deficiencies
                  between the amount of rent called for under this Lease and that
                  received
                  through reletting and all expenses incurred by any such reletting,
                  including but not limited to, the cost of renovating, altering
                  and
                  decorating for a new occupancy; and/or


              


      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      
        	
                B.

              	
                provide
                  for the storage of any personal property remaining in the Demised
                  Premises
                  without liability of any kind or nature for the cost of storage
                  or the
                  return of the personal property to Tenant or take title to the
                  abandoned
                  personal property which title shall pass to Landlord under this
                  Lease as a
                  Bill of Sale without additional payments or credit from Landlord
                  to
                  Tenant. 

              


      

      


      Notwithstanding
        the foregoing, during the last ninety (90) days of the term of this Lease,
        if
        Tenant removes a substantial portion of Tenant's property or Tenant has been
        in
        physical absence for ten (10) days, it shall constitute a vacation and Landlord
        may enter the Demised Premises for the purpose of renovating, altering and
        decorating the Demised Premises for occupancy at the end of the Lease Term
        by a
        new tenant without in any way affecting Tenant's obligation to pay rent and
        comply with all other terms and conditions of this Lease. Nothing herein
        shall
        be construed as in any way denying Landlord the right, in case of abandonment,
        vacation of the Demised Premises, or other breach of this Lease by Tenant,
        to
        treat the same as an entire breach, and, at Landlord's option, immediately
        sue
        for the entire breach of this Lease and any and all damages occasioned Landlord
        thereby.

      


      ARTICLE
        44 - HOLDING OVER

      


      In
        case
        of holding over by Tenant after expiration or termination of this Lease,
        Tenant
        will pay as liquidated damages double rent for the entire holdover period,
        and
        will pay all reasonable attorney's fees, and expenses incurred by Landlord
        in
        enforcing its rights hereunder. No holding over by Tenant after the Lease
        Term,
        shall operate to extend this Lease for a longer period than one month; and
        holding over with the consent of Landlord in writing shall thereafter constitute
        a month to month lease. If Tenant fails to surrender the Demised Premises
        to
        Landlord on expiration of the term as required by this Article 44, Tenant
        shall
        hold Landlord harmless from all damages resulting from Tenant's failure to
        surrender the Demised Premises including without limitation, claims made
        by a
        succeeding tenant resulting from Tenant's failure to surrender the Demised
        Premises. The foregoing provisions of this Article 44 are in addition to
        and do
        not affect Landlord's right of re-entry or any other rights of Landlord
        hereunder or as otherwise provided by law.

      


      ARTICLE
        45 - ATTORNEY'S FEES 

      


      In
        case
        Tenant defaults in the performance of any of the terms, covenants, agreements
        or
        conditions contained in this Lease, and Landlord places the enforcement of
        this
        Lease, or any part thereof, or the collection of any rent due, or to become
        due
        hereunder or recovery of the possession of the Demised Premises in the hands
        of
        an attorney or files suit upon the same, Tenant agrees to pay Landlord's
        attorney's fees, and payment of the same shall be secured in like manner
        as is
        herein provided, as to all remedies which may be invoked by Landlord to secure
        payment of rent.

      


      ARTICLE
        46 - INTEREST ON PAST DUE OBLIGATIONS

      


      Any
        amount due from Tenant hereunder which is not paid when due shall bear interest
        at the rate of twelve percent (12%) per annum from the due date until paid,
        unless otherwise specifically provided herein, but the payment of such interest
        shall not excuse or cure any default by Tenant under this Lease.

      


      ARTICLE
        47 - SECURITY DEPOSIT

      


      Not
        later
        than two weeks prior to the Rent Commencement Date, Tenant shall deposit
        the sum
        of Twenty
        Three Thousand, Six Hundred, Sixty Nine and 00/100 Dollars($23669.00)
        as a
        security deposit. Any security deposit remaining from a prior lease will
        be
        applied as appropriate after review of that suite. An invoice will be processed
        for the amount due. Upon the occurrence of any event of default by Tenant,
        Landlord may, from time to time, without prejudice to any other remedy use
        the
        security deposit paid to Landlord by Tenant as herein provided to the extent
        necessary to make good any arrears of Basic Rent and any other damage, injury,
        expense or liability caused to Landlord. If any portion of said deposit is
        so
        used or applied, Tenant shall, within five (5) days after written demand
        therefore, deposit cash with Landlord in an amount sufficient to restore
        the
        security deposit to its original amount. Tenant shall not be entitled to
        interest on the security deposit. Tenant shall not grant anyone a security
        interest of any kind in such security deposit and no such security agreement
        shall be binding on Landlord. If Tenant fully and faithfully performs every
        provision of this Lease to be performed by it, the security deposit, or any
        balance thereof remaining, shall be returned to Tenant at the expiration
        of the
        Lease Term and upon Tenant's vacation of the Premises. Such security deposit
        shall not be considered an advance payment of Basic Rent or a measure of
        Landlord's damages in case of default by Tenant. In the event Landlord should
        have good cause to doubt the full and faithful performance of every provision
        of
        this Lease by Tenant, Landlord shall have the right to demand that Tenant
        post
        an additional security deposit in the same amount as the original security
        deposit. Upon the showing by Tenant that this full and faithful performance
        is
        no longer in doubt, the additional security deposit shall be returned to
        Tenant. 


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      PART
        VII - LEASE ADMINISTRATION AND MISCELLANEOUS ARTICLES

      


      ARTICLE
        48 - APPLICATION 

      


      All
        prospective tenants and sub-tenants of the Virginia Tech Corporate Research
        Center must complete an application that identifies, among other things,
        the
        work that will be done in the Center, and gives financial details of the
        prospective tenant’s past operations or of the principal of the company.
        Tenant’s application is attached hereto as Exhibit C and made part of this
        Lease. All information contained in the application is deemed to be true
        and
        providing false information on the application shall be grounds for default
        under the terms of this Lease. Landlord may require Tenant to complete a
        new
        application and to provide up-to-date financial information as often as once
        per
        year.

      


      ARTICLE
        49 - MEASUREMENT OF SPACE 

      


      Useable
        Area shall be determined by application of the most recent version of American
        National Standard’s Institute (ANSI) standard Z65.1. The factor used to increase
        Useable Square Feet to Rentable Square Feet represents the common area of
        the
        Building and the free use of other Corporate Research Center assets including
        conference rooms, audio-visual equipment, display units and recreational
        amenities. Because of these extra amenities, the factor used is not necessarily
        the same one that would be derived by use of ANSI standard Z65.1 and therefore
        Rentable Square Feet is not equal to the ANSI definition of Rentable Square
        Feet. 

      


      ARTICLE
        50 - LEASE EFFECTIVE UPON EXECUTION

      


      Delivery
        of this Lease, duly executed by Tenant, constitutes an offer to lease the
        Demised Premises as herein set forth, and under no circumstances shall such
        delivery be deemed to create an option or reservation to lease the Demised
        Premises for the benefit of Tenant. This Lease shall only become effective
        and
        binding upon execution hereof by Landlord and delivery of a signed copy to
        Tenant. 

      


      ARTICLE
        51 - AUTHORITY

      


      The
        officers of Tenant executing this Lease on Tenant's behalf hereby make the
        following representations, in their personal and corporate capacities, upon
        which Landlord is relying in consenting hereto:

      


      
        	
                A.

              	
                that
                  Tenant has been duly organized, is validly existing and is in good
                  standing in the Commonwealth of Virginia;


              


      

      


      
        	
                B.
                  

              	
                that
                  the officers executing this Lease on Tenant's behalf have been
                  duly
                  authorized by all necessary corporate action to execute the same,
                  and that
                  upon the execution hereof, this Lease shall be the valid and binding
                  obligation of Tenant;

              


      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      
        	
                C.
                  

              	
                that
                  the financial statements supplied by Tenant to Landlord on, before,
                  or
                  after the date hereof are true and accurate in all
                  respects.

              


      

      


      ARTICLE
        52 - INCORPORATION OF PRIOR AGREEMENTS

      


      This
        Lease contains all of the agreements of the parties hereto with respect to
        all
        matters related to this Lease, and no prior agreement or understanding, whether
        oral or written, pertaining to any such matter shall be effective for any
        purpose.

      


      ARTICLE
        53 - AMENDMENTS

      


      No
        provision of this Lease may be amended or added to except by an agreement
        in
        writing signed by the parties hereto or their respective successors in interest.
        Any written addenda to this Lease, when signed by the contracting parties
        shall
        be deemed a part of this Lease to the same full extent as if incorporated
        herein. 

      


      ARTICLE
        54 - SEVERABILITY CLAUSE

      


      If
        any
        clause or provision of this Lease is deemed illegal, invalid, or unenforceable,
        then and in that event, it is the intention of the parties hereto that the
        remainder of this Lease shall not be affected thereby, and it is also the
        intention of the parties to this Lease that in lieu of each clause or provision
        that is illegal, invalid, or unenforceable there be added as a part of this
        Lease a clause or provision as similar in terms to such illegal, invalid
        or
        unenforceable clause or provision as may be possible and be legal, valid
        and
        enforceable. 

      


      ARTICLE
        55 - GENDER

      


      Throughout
        this Lease the masculine gender shall be deemed to include the feminine and
        the
        neuter and the singular, the plural and vice versa.

      


      ARTICLE
        56 - TIME OF THE ESSENCE

      


      Time
        is
        of the essence with respect to the performance of every provision of this
        Lease
        in which time of performance is a factor.

      


      ARTICLE
        57 - BUILDING NAME

      


      Landlord
        hereby reserves the right to change the name of the Building and Tenant shall
        have no recourse under this Lease.

      


      ARTICLE
        58 - BROKERS

      


      Tenant
        warrants that it has had no dealings with any real estate broker or agent
        in
        connection with the negotiation of this Lease and that Tenant knows of no
        other
        real estate broker or agent who is or might be entitled to a commission in
        connection with this Lease. If Tenant has dealt with any other person or
        real
        estate broker in respect of leasing or renting space in the Building, Tenant
        shall be solely responsible for the payment of any fee due said person or
        firm
        and Tenant shall hold Landlord free and harmless against any liability in
        respect thereto.

      


      ARTICLE
        59 - ESTOPPEL CERTIFICATE

      


      Tenant
        shall at any time and from time to time, upon not less than five (5) days
        prior
        written from Landlord, execute, acknowledge and deliver to Landlord within
        such
        five (5) day period a statement in writing certifying that this Lease is
        unmodified and in full force and effect (or, if modified, stating the nature
        of
        such modification and certifying that this Lease, as so modified, is in full
        force and effect), the dates to which Basic Rental and other charges, if
        any,
        are paid in advance and the amount of Tenant's security deposit, if any,
        and
        acknowledging that there are not, to Tenant's knowledge, any uncured defaults,
        on the part of Landlord hereunder, and that there are no events or conditions
        then in existence which, with the passage of time or notice or both, would
        constitute a default on the part of Landlord hereunder, or specifying such
        defaults events or conditions, if any are claimed. It is expressly understood
        and agreed that any such statement or any other reasonable request may be
        relied
        upon by any prospective purchaser or encumbrancer of all or any portion of
        the
        Building or property on which the Building is situated. Tenant's failure
        to
        deliver such statement within such time shall, at the option of Landlord,
        constitute a default under this Lease and, in any event, shall be conclusive
        upon Tenant that this Lease is in full force and effect without modification
        except as may be represented by Landlord in any such certificate prepared
        by
        Landlord and delivered to Tenant for execution.


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      ARTICLE
        60 - NOTICES

      


      Any
        notice required or permitted to be given hereunder by one party to the other
        shall be deemed to be given when deposited in the United States Mail, certified
        or registered, return receipt requested, or delivered by hand with a receipt,
        therefore, addressed to the respective party to whom notice is intended to
        be
        given at the addresses of the parties as stipulated in the Fundamental Lease
        Provisions.

      


      ARTICLE
        61 - RECORDING OF LEASE

      


      This
        Lease shall not be recorded unless agreed to by both parties hereto, but
        either
        party may record a short form of this Lease with the cost therefore to be
        paid
        for by the party requesting the recording.

      


      ARTICLE
        62 - HEADINGS AND TABLE OF CONTENTS

      


      The
        Table
        of Contents, and the section, article and paragraph headings are for the
        purpose
        of convenience of reference only and in no other way define, limit or describe
        the scope or intent of this Lease or in any way affect this Lease.

      


      IN
        WITNESS WHEREOF this Lease is entered into by the parties hereto on the date
        and
        year first set forth above.

      


      


      
        	 	
                LANDLORD:
                  Virginia
                  Tech Foundation, Inc.

              	 
	 	 	 	 
	 	
                BY:
                  

              	
                /s/
                  Raymond D. Smoot, Jr

              	
                June
                  20, 2006

              
	 	 	
                     
                  Raymond D. Smoot, Jr.,
                  COO
                  and Sec.-Treas.

              	
                (date)

              
	 	 	 	 
	 	 	 	 
	 	
                TENANT:
                  New
                  River Pharmaceuticals Inc.

              	 
	 	 	 	 
	 	
                BY:

              	
                /s/
                  Dr. John Thottathil

              	
                June
                  20, 2006

              
	 	 	
                     
                  Dr. John Thottathil, CSO

              	
                (date)

              


      

      


      
        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

      

       

      LEASE
        RIDER 1 - TENANT IMPROVEMENTS SCHEDULE

      


      This
        Tenant Improvements Schedule made part of this Lease dated June 19, 2006,
        by and
        between Virginia
        Tech Foundation, Inc.,
        ("Landlord"),
        and
New
        River
        Pharmaceuticals Inc.,
        (
“Tenant").

      


      Landlord
        and Tenant have entered into a lease ("the Lease") covering certain premises
        (the “Demised Premises") in Suite 2050,
        consisting of approximately 18242
        rentable
        square feet.
        Landlord
        and Tenant have agreed as follows regarding the improvements that will be
        made
        to the Demised Premises prior to the Rent Commencement date:

       

      ARTICLE
        1 - COMPLETION
        AND RENT COMMENCEMENT DATE

      


      By
        modification to this lease, rent will commence for the laboratory space upon
        commencement of construction and in the balance of the demised premises upon
        move-in.

      


      


      
        	 	
                LANDLORD:
                  Virginia
                  Tech Foundation, Inc.

              	 
	 	 	 	 
	 	
                BY:
                  

              	
                /s/
                  Raymond D. Smoot, Jr

              	
                June
                  20, 2006

              
	 	 	
                     
                  Raymond D. Smoot, Jr.,
                  COO
                  and Sec.-Treas.

              	
                (date)

              
	 	 	 	 
	 	 	 	 
	 	
                TENANT:
                  New
                  River Pharmaceuticals Inc.

              	 
	 	 	 	 
	 	
                BY:

              	
                /s/
                  Dr. John Thottathil

              	
                June
                  20, 2006

              
	 	 	
                     
                  Dr. John Thottathil, CSO

              	
                (date)

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      LEASE
        RIDER 2

      


      This
        Rider is made part of this Lease dated June 19, 2006, by and between
Virginia
        Tech Foundation, Inc.,
        ("Landlord"), and New
        River
        Pharmaceuticals Inc.,
        (
“Tenant"). 

      


      Landlord
        and Tenant have entered into a lease ("the Lease") covering certain premises
        (the “Demised Premises") in Suite 2050,
        consisting of approximately 18242
        rentable
        square feet.

      


      Whereas
        the Landlord and Tenant desire to modify the provisions of the Lease from
        the
        time of its original execution, they hereby agree as follows:

      


      ARTICLE
        7 - In addition:

      


      The
        landlord or agents of the landlord are required to be escorted by an authorized
        person of New River Pharmaceuticals Inc. when entering the computer room,
        chemical storage room, or the controlled substance storage area.

      


      ARTICLE
        28 - B Replaced with the following:

      


      i.    Tenant
        agrees
        to defend, indemnify and hold Landlord harmless against any and all Claims,
        as
        hereinafter defined, which Landlord may hereafter become liable for, suffer,
        incur or pay arising under any applicable laws and resulting from any activity,
        act or violation of this Article during the term of this Lease on the part
        of
        Tenant, its agents, employees, or assigns. In addition, Tenant agrees to
        defend,
        indemnify and hold Landlord harmless against any and all Claims which Landlord
        may hereafter be liable for, suffer, incur, or pay resulting from or arising
        out
        of any handling, storage, treatment, transportation, disposal, and/or release
        of
        GRAS, Hazardous or Toxic Materials from or on the Demised Premises or the
        Building during the Term of this Lease. 

      


      ii.    Landlord
        agrees to defend, indemnify and hold Tenant harmless against any and all
        Claims,
        as hereinafter defined, which Tenant may hereafter become liable for, suffer,
        incur or pay arising under any applicable laws and resulting from any activity,
        act or violation of this Article by the Landlord, its agents, employees,
        assigns
        or any former tenant prior to the Term of this Lease (hereafter, “Landlord
        Parties”). In addition, Landlord agrees to defend, indemnify and hold Tenant
        harmless against any and all Claims which Tenant may hereafter be liable
        for,
        suffer, incur or pay resulting from or arising out of any handling, storage,
        treatment, transportation, disposal, and/or release of GRAS, Hazardous or
        Toxic
        Materials from or on the Demised Premises or the Building prior to the Term
        of
        this Lease. It is hereby acknowledged that Landlord has had a Phase One
        environmental assessment conducted on the Demised Premises, and a copy of
        that
        report is attached hereto as Exhibit 28(B). Landlord shall be responsible
        for
        the removal and associated cleanup, if any, of the materials identified in
        such
        report. 

      


      ARTICLE
        28 - E Replaced with the following:

      


      i.    The
        provisions set forth in this Article shall survive the termination of this
        Lease. If Tenant’s transportation, storage, use or disposal of GRAS or Hazardous
        or Toxic Materials on the Demised Premises or Building during the Term of
        this
        Lease results in (i) contamination of the soil or surface or ground water;
        or
        (ii) loss, damage or inconvenience to person(s) and/or property, then Tenant
        agrees to (i) notify Landlord immediately of any contamination, claim, of
        contamination, loss or damage or inconvenience; (ii) after consultation and
        approval by Landlord, to clean up the contamination in full compliance with
        all
        applicable statutes, regulations and standards; and (iii) to indemnify, defend
        and hold harmless Landlord from and against any Claim arising from or connected
        with any such contamination, claim of contamination, loss, or damage. Further,
        upon written notice from Landlord, Tenant shall immediately cease any activity
        that may cause any inconvenience to either Landlord or other tenants, or
        their
        agents, employees or invitees. In the event of a conflict of the provisions
        of
        this Section E(1) with any other provision in this Article, the provision
        of
        this Section E(i) shall prevail.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ii.    The
        provisions set forth in this Article shall survive the termination of this
        Lease. If the Landlord Parties’ transportation, storage, use or disposal of GRAS
        or Hazardous or Toxic Materials on the Demised Premises or Building results
        in,
        or in the event that Landlord becomes aware that it has resulted in (i)
        contamination of the soil or surface or ground water; or (ii) loss, damage
        or
        inconvenience to person(s) and/or property, then Landlord agrees to (i) notify
        Tenant immediately of any contamination, claim, of contamination, loss or
        damage
        or inconvenience; (ii) after consultation with Tenant, to clean up the
        contamination in full compliance with all applicable statutes, regulations
        and
        standards; and (iii) to indemnify, defend and hold harmless Tenant from and
        against any Claim arising from or connected with any such contamination,
        claim
        of contamination, loss, or damage. Further, upon written notice from Tenant,
        Landlord shall immediately cease any activity that may cause any inconvenience
        to either Tenant or other tenants or their agents, employees or invitees.
        In the
        event of a conflict of the provisions of this Section E(2) with any other
        provision in this Article, the provision of this Section E(ii) shall
        prevail.

      


      


      
        	 	
                LANDLORD:
                  Virginia
                  Tech Foundation, Inc.

              	 
	 	 	 	 
	 	
                BY:
                  

              	
                /s/
                  Raymond D. Smoot, Jr

              	
                June
                  20, 2006

              
	 	 	
                     
                  Raymond D. Smoot, Jr.,
                  COO
                  and Sec.-Treas.

              	
                (date)

              
	 	 	 	 
	 	 	 	 
	 	
                TENANT:
                  New
                  River Pharmaceuticals Inc.

              	 
	 	 	 	 
	 	
                BY:

              	
                /s/
                  Dr. John Thottathil

              	
                June
                  20, 2006

              
	 	 	
                     
                  Dr. John Thottathil, CSO

              	
                (date)