LEASE AGREEMENT

Exhibit 10.6

LEASE AGREEMENT

By and Between

COLONNADE DEVELOPMENT LLC,

Landlord,

- by -

SPECTRUM PROPERTIES

MANAGEMENT COMPANY,

Managing Agent,

- and -

VOYAGER PHARMACEUTICAL CORP.,

Tenant.

The Colonnade

8540 Colonnade Center Drive, Suite 407

Raleigh, North Carolina 27615

Dated:1/2/02

Table of Contents

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DATE OF EXECUTION: 1/2/02

ARTICLE I - REFERENCE DATA

1.1 References . Each reference in this Lease to any of the following subjects shall be construed to incorporate the data stated for that subject in this Section 1.1 :

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1.2 Exhibits . The following exhibits are attached to this Lease and made a part hereof:

1.3 Special Provisions . Any special terms or provisions of this Lease are attached immediately following this page as page(s) 4-A. To the extent that the Special Provisions conflict with any other teens of this Lease, the Special Provisions shall control.

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SPECIAL PROVISIONS

These Special Provisions are hereby incorporated into this Lease and in the event that they conflict with any provision of this Lease, these Special Provisions shall control.

4-A

(i) Landlord and Tenant hereby acknowledge that the Fourth Floor Space may be subdivided into separate suites (each a “Fourth Floor Suite”) and leased to multiple tenants.

(ii) Tenant may exercise this Right of First Offer only with respect to a Fourth Floor Suite if it is to be vacated by its initial tenant if leased by Landlord.

(iii) In the event that Landlord wishes to offer any Fourth Floor Suite for lease, Landlord shall notify Tenant of its availability and the terms upon which it is available one hundred fifty (150) days in advance. Tenant then shall have ten (10) business days to notify Landlord that Tenant wishes to lease the Fourth Floor Suite on such terms and conditions, whereupon the parties will enter into an amendment of this Lease to include the Fourth Floor Space as part of the Premises, which shall be conditioned in all respects upon the vacation of the Floor Fourth Suite by its initial tenant. Tenant shall be conclusively deemed to have declined to lease the Fourth Floor Suite if Tenant shall fail to notify Landlord of its intention to do so within ten (10) business days of Landlord’s notice of the availability of the Fourth Floor Suite, whereupon Tenant’s Right of First Offer shall be terminated with respect to such Fourth Floor Suite without prejudice to any other Fourth Floor Suite comprising the Fourth Floor Space.

(iv) Notwithstanding anything to the contrary herein, Tenant’s Right of First Offer shall in all respects be subject and subordinate to all rights of renewal, rights to expand, rights of first refusal and similar rights of other tenants of the Building to whom such rights have been granted prior to the date of this Lease.

4-B

During the Term of this Lease, Tenant shall furnish Landlord with true and complete copies of reviewed annual financial statements prepared by an outside firm of certified public accountants and compiled quarterly financial statements and, upon request by Landlord, any other financial information or summaries that Tenant typically provides to its lenders or shareholders accurately reflecting Tenant’s financial condition. After the second anniversary of the Commencement Date, the Letter of Credit will no longer be required for the remainder of the Term, so long as Tenant has a net worth of at least $500,000.00 and is not in default under the Lease. Notwithstanding the foregoing, if Tenant’s net worth is less than $500,000.00 at any time thereafter during the Term, Tenant shall be required to deliver a new Letter of Credit on the terms stated above in the amount of the above-described unamortized tenant improvements and leasing commissions only.

4-C

ARTICLE II - PREMISES AND TERM

2.1 Premises . Landlord hereby leases to Tenant, and Tenant leases from Landlord, Tenant’s Space in the Building, excluding exterior faces of exterior walls. Tenant’s Space, with such exclusion, is hereinafter referred to as the “Premises”. Landlord and Tenant acknowledge and agree that the rentable square footage of the Premises has been determined, and the rentable square footage of any additional space added to the Premises shall be determined, by calculating the usable square feet of space in the Premises in accordance with the “Standard Method of Measuring Floor Area in Office Buildings,” provided by the Secretariat, Buildings Owners and Managers Association International (ANSI Z65.1-1980), approved July 31, 1980. The rentable square footage of the Premises shall be determined by multiplying the usable square footage of the Premises, as determined above, by a load factor determined by Landlord.

Tenant shall have, as an appurtenance to the Premises, the nonexclusive right to use in common with others entitled thereto: (a) the common facilities included in the Building or on the real property on which the Building is located (the “Lot”), said Lot being described more particularly in Exhibit A hereto, to the extent from time to time designated by Landlord; (b) any entrance drives or other private access drives located on the Project Tract which are necessary for ingress and egress to and from the Building; and (c) the building service fixtures and equipment serving the Premises.

Landlord reserves the right from time to time, without unreasonable interference with Tenant’s use, (a) to install, repair, replace, use, maintain and relocate for service to the Premises and to other parts of the Building, or either, building service fixtures and equipment wherever located in the Building and (b) to alter or relocate any other common facility provided that substitutions are substantially equivalent or better.

Landlord also reserves the right to remeasure the Premises after the construction of the Premises and adjust the amount of rentable square feet of space contained therein for purposes of this Lease, including calculation of Rent.

2.2 Term . To have and to hold for a period (the “Term”) commencing when the Premises are deemed ready for occupancy as provided in Section 3.2 or, if no work is to be performed by Landlord pursuant to Article III, on the Scheduled Commencement Date (whichever of said dates is appropriate being hereafter referred to as the “Commencement Date”) and continuing until the Scheduled Expiration Date, unless sooner terminated as provided herein below, or if the Premises are not ready for occupancy by the Scheduled Commencement Date, then continuing until five (5) years after the Commencement Date (whichever of said expiration dates is appropriate being hereinafter referred to as the “Expiration Date”). In the event that the Commencement Date and Expiration Date are different than, respectively, the Scheduled Commencement Date and the Scheduled Expiration Date, Landlord and Tenant agree to execute an agreement in the form of the Commencement/Expiration Date Agreement which is attached hereto as Exhibit F and by this reference made a part hereof certifying the Commencement Date and the Expiration Date.

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ARTICLE III - CONSTRUCTION

3.1 Tenant’s Interior Construction . Unless Landlord has expressly agreed in this Lease to perform certain tenant improvement work in the Premises, Tenant shall be deemed to have accepted the Premises on the Commencement Date in their “AS IS” condition.

Tenant’s interior furnishings, ( i.e. , specification, coordination, supply and installation of furniture, furnishings, telephones and movable equipment) will be the responsibility of Tenant. All of Tenant’s construction, installation of furnishings, and later changes or additions shall be coordinated with any work being performed by Landlord in such manner as to maintain harmonious labor relations and not damage the Building or Lot or interfere with Building operations. Except for installation of furnishings and the installation of telephones which must be performed by the local telephone company at Tenant’s direction and expense, all such work shall be performed at Tenant’s expense by a general contractor approved by Landlord. Tenant shall obtain Landlord’s prior written approval of construction, alterations, or additions requiring unusual expense to readapt the Premises to normal office use on lease termination or increasing the cost of construction, insurance or taxes on the Building or of Landlord’s services called for by Section 5.1 . Such readaptation will be made by Tenant prior to such termination without expense to Landlord. Tenant shall also obtain Landlord’s prior written approval of any alterations or additions requested by Tenant which will delay completion of the Premises and Landlord shall not be held accountable in any manner for the delay(s). All changes and additions affixed to the Premises shall be deemed part of the Building and the property of Landlord, except such items designated by Landlord for removal at the time of approval or otherwise designated by Landlord for removal upon termination of this Lease, which items shall be removed by Tenant upon termination of this Lease.

3.2 Preparation of Premises for Occupancy . If Landlord has agreed to make any improvement to the Premises, the provisions governing the planning, construction, scope of work and terms of payment shall be set forth in Exhibit C, which, if attached hereto, is incorporated herein by this reference. If Landlord is obligated to perform construction work pursuant to Exhibit C, Landlord agrees to use reasonable efforts to have the Premises ready for occupancy on or before the Scheduled Commencement Date, which shall, however, be extended for a period equal to that of any delays due to governmental regulations, unusual scarcity of, or inability to obtain, labor or materials, labor difficulties, casualty or other causes reasonably beyond Landlord’s control. The Premises shall be deemed ready for occupancy on the earlier of:

provided, however, that if Landlord is unable to complete construction due to delay in Tenant’s compliance with the provisions of Section 3.1 of this Lease, then the Premises shall be deemed ready for occupancy no later than the Scheduled Commencement Date. If the Premises are not deemed ready for occupancy on or before the date that is six (6) months after Tenant provides written evidence to Landlord of the Funding as described in the Special Provisions to this Lease (the “Outside Delivery Date”) for whatever reason, other than Tenant’s default, or causes over

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which Landlord has no control (e.g., fire or other casualty and Acts of God or of the public enemy), Tenant may elect to cancel this Lease at any time thereafter while the Premises are not deemed ready for occupancy by giving written notice to Landlord of such cancellation which shall be effective when given, it being understood that said election shall be Tenant’s sole remedy at law or in equity for Landlord’s failure to have the Premises ready for occupancy.

Upon delivery of the Premises by Landlord, Tenant shall be deemed to have accepted the Premises in the then-existing condition except for any “punch list” items (as that term is used in the construction industry) noted by Tenant in writing to Landlord within the five (5) day period following the date the Premises are deemed ready for occupancy pursuant to any inspection of the Premises made by Tenant within such five (5) day period. Landlord shall complete the punch list items within a reasonable period following the expiration of the five (5) day period. The existence of such punch list items shall not postpone the Commencement Date of this Lease nor the obligation of Tenant to pay Rent or any other charges due under this Lease.

Landlord shall permit Tenant access for installing equipment and furnishings in the Premises prior to the Term when it can be done without material interference with remaining work by Landlord.

3.3 General Provisions Applicable to Construction . All construction work required or permitted by this Lease, whether by Landlord or by Tenant, shall be done in a good and workmanlike manner and in compliance with all applicable laws and all lawful ordinances, regulations and orders of governmental authorities and insurers of the Building. Either party may inspect the work of the other at reasonable times and shall promptly give written notice of observed defects. If Tenant shall not have commenced to occupy the Premises after they are deemed ready for occupancy as provided in Section 3.2 , a certificate of completion by Landlord’s licensed architect or registered engineer shall be conclusive evidence that Landlord has performed all such obligations except for items stated in such certificate to be incomplete or not in conformity with such requirements.

3.4 Representatives . Each party authorizes the other to rely in connection with their respective rights and obligations under this Article III upon approval and other actions on the party’s behalf by Landlord’s Representative in the case of Landlord or Tenant’s Representative in the case of Tenant or by any person designated in substitution thereof or addition thereto by notice to the party so relying.

ARTICLE IV - RENT

4.1 Rent . Starting on the Commencement Date, Tenant agrees to pay, without any notice, demand, offset or reduction whatsoever, to Landlord, the Rent in equal monthly installments as set out in Section 1.1 in advance on the first day of each calendar month included in the Term; and for any portion of a calendar month at the beginning or end of the Term, at the rate payable for such portion, in advance. Rent shall consist of: (a) Base Rent (as it may increase pursuant to Section 1.1 ) and (b) any Additional Rent identified in this Lease, including but not limited to Operating Cost Escalation as set forth in Section 4.2 and charges for additional services under Section 5.1 .

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4.2 Operating Cost Escalation .

4.2.1 Definition of Landlord’s Operating Costs - “Landlord’s Operating Costs” shall exclude the interest and amortization on mortgages for the Building and Lot and the cost of special services rendered to tenants (including Tenant) for which a special charge is made, but include , without limitation: real estate taxes on the Building and Lot; installments and interest on assessments for public betterments or public improvements; expenses of any proceedings for abatement of taxes and assessments with respect to any fiscal year or fraction of a fiscal year; premiums for insurance; compensation and all fringe benefits, worker’s compensation insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in the operating, maintaining, or cleaning of the Building and Lot; steam, water, sewer, electric, gas, telephone, and other utility charges for the Building and Lot not billed directly to tenants by Landlord or the utility; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of landscaping; payments to independent contractors under service contracts for cleaning, operating, managing, maintaining and repairing the Building and Lot (which payments may be to affiliates of Landlord or to Landlord’s representatives provided the same are at reasonable rates consistent with the type of occupancy and the services rendered); reasonable rental costs associated with providing the managing agent space for an office in the Building or in another building owned by Landlord or managed by Landlord’s representative, which costs shall be prorated accordingly if such office services building(s) in addition to the Building; the cost of operating, maintaining and repairing the common areas and facilities of the Building (such as, but not limited to, snow plowing, landscaping, common area and street lighting, repaving parking areas, security and management); the Building’s proportionate share, as reasonably determined by Landlord, of Landlord’s costs and expenses (as determined consistent with the provisions of this Section 4.2.1 ) related to the operation, maintenance, repair and replacement of any entrance drives, access drives, landscaping improvements and other common area improvements on the Project Tract which do not exclusively serve a particular Building; and all other reasonable and necessary expenses paid in connection with the operation, cleaning, maintenance and repair of the Building and Lot, or either, and properly chargeable against income, it being agreed that if Landlord installs a new or replacement capital item for the purpose of reducing Landlord’s Operating Costs, the cost thereof as reasonably amortized by Landlord with reasonable interest on the unamortized amount shall be included in Landlord’s Operating Costs.

In the event the average occupancy level of the Building for the applicable calendar year was not ninety-five (95%) or more of full occupancy, then the Landlord’s Operating Costs for such year shall be adjusted and apportioned among the tenants by the Landlord to reflect those costs which would have occurred had the Building been ninety-five percent (95%) occupied during such year.

The teen “real estate taxes” as used above shall mean all taxes of every kind and nature assessed by any governmental authority on the Lot, the Building and related improvements, or both, which the Landlord shall become obligated to pay because of or in connection with the ownership, leasing and operation of the Lot, the Building and related improvements, or both, subject to the following: There shall be excluded from such taxes all income taxes, excess profits taxes, excise taxes, franchise taxes, estate, succession, inheritance and transfer taxes, provided,

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however, that if at any time during the Term the present system of ad valorem taxation of real property shall be changed so that in lieu of the whole or any part of the ad valorem tax on real property there shall be assessed on Landlord a capital levy or other tax on the gross rents received with respect to the Lot, Building and related improvements, or both, or a federal, state, county, municipal or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect) measured by or based, in whole or in part, upon any such gross rents, then any and all of such taxes, assessments, levies or charges, to the extent so measured or based, shall be deemed to be included within the term “real estate taxes”.

4.2.2 Statement of Landlord’s Operating Costs - As soon as practicable after the end of each calendar year ending during the Term and after Lease termination, Landlord shall render a statement (“Landlord’s Statement”) in reasonable detail and according to generally accepted accounting principles certified by Landlord’s Representative showing for the preceding calendar year or fraction thereof, as the case may be, Landlord’s Operating Costs.

4.2.3 Calculation of Operating Cost Escalation - “Operating Cost Escalation” shall be calculated as follows:

(Landlord’s Operating Costs x Rentable Floor Area of Tenant’s Space - Rentable Floor Area of the Building) - Tenant’s share of Operating Costs during the Base Year, with all such amounts prorated accordingly if any applicable period is a fraction of a calendar year = Operating Cost Escalation. The Operating Cost Escalation shall be prorated accordingly if the applicable period is a fraction of a calendar year. In no event shall the Operating Cost Escalation be less than zero.

In case of special services which are not rendered to all areas on a comparable basis, the proportion allocable to the Premises shall be the same proportion which the Rentable Floor Area of Tenant’s Space bears to the total rentable floor area to which such service is so rendered (such latter area to be determined in the same manner as the Total Rentable Floor Area of the Building).

4.2.4 Payment of Operating Cost Escalation - Tenant shall pay as Additional Rent the Operating Cost Escalation, if any, for each calendar year or fraction thereof throughout the Term within thirty (30) days of receipt of Landlord’s Statement reflecting the amount due.

If during the Term, Landlord estimates that Tenant will be obligated to pay Operating Cost Escalation with respect to any calendar year, or fraction thereof, then Tenant shall pay, as Additional Rent, on the first day of each month of each such calendar year and each ensuing calendar year thereafter, unless and until Landlord’s Statement for an ensuing calendar year reflects that Tenant is not obligated to pay Operating Cost Escalation, monthly payments equal to 1/12th of the annualized Operating Cost Escalation for the ensuing calendar year as such cost is estimated by Landlord. In the event Landlord, in any calendar year, does not estimate the amount of Tenant’s monthly Operating Cost Escalation payments until after one or more installments of such payments are due, Tenant, pending receipt of Landlord’s estimates, shall pay to Landlord each month the monthly Operating Cost Escalation payment due during the previous calendar year, and at such time as Tenant is advised in writing of Landlord’s estimated Operating Cost Escalation for the then current calendar year Tenant shall pay to Landlord, or Landlord shall

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credit to Tenant (as the case may be), a sum equal to the difference between the total of the monthly Operating Cost Escalation payments paid based on the rate for the preceding calendar year and the estimated monthly Operating Cost Escalation payments actually due during the then current calendar year. In addition, all subsequent payments of monthly Operating Cost Escalation during the then current calendar year shall be paid using Landlord’s estimate of monthly Operating Cost Escalation payments for the then current calendar year. When Landlord’s Statement for each calendar year becomes available the Operating Cost Escalation, if any, paid for that calendar year or fraction thereof shall be adjusted retroactively such that within thirty (30) days after Landlord’s Statement is received by Tenant, Tenant will pay to Landlord, or Landlord will credit to Tenant, the difference between the Operating Cost Escalation which, according to Landlord’s Statement, Tenant owed to Landlord for the preceding calendar year or fraction thereof and the monthly Operating Cost Escalation payments made for and during that year or fraction thereof.

Notwithstanding any other provision of this Section 4.2 , if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant’s last payment to Landlord under this Section 4.2 shall be made on the basis of Landlord’s best estimate of the items which are includable in Landlord’s Statement and shall be made on or before the later of (a) ten (10) days after Landlord delivers such estimate to Tenant or (b) the last day of the Teen, with an appropriate payment or refund to be made upon submission of Landlord’s Statement.

4.2.5 Accounting Period - Landlord shall have the right from time to time to change the periods of accounting under this Section 4.2 to any annual period other than a calendar year, and upon any such change all items referred to in this Section shall be appropriately apportioned. In all Landlord’s Statements rendered under this Section, amounts for periods partially within and partially without the accounting periods shall be appropriately apportioned, and any items which are not determinable at the time of a Landlord’s Statement shall be included therein on the basis of Landlord’s reasonable estimate, and with respect thereto Landlord shall render promptly after determination a supplemental Landlord’s Statement, and appropriate adjustment shall be made according thereto. All Landlord’s Statements shall be prepared on an accrual basis of accounting.

Notwithstanding any other provision of this Section 4.2, if the Term expires or is terminated as of a date other than the last day of a calendar year, then for such fraction of a calendar year at the end of the Term, Tenant’s last payment to Landlord under this Section 4.2 shall be made on the basis of Landlord’s best estimate of the items which are includable in Landlord’s Statement and shall be made on or before the later of (a) ten (10) days after Landlord delivers such estimate to Tenant or (b) the last day of the Teen, with an appropriate payment or refund to be made upon submission of Landlord’s Statement.

4.3 Payments . All payments of Rent and other sums due hereunder shall be made to Managing Agent at its address, or to such other person as Landlord may from time to time designate. Since late payment of Rent or other sums due hereunder from Tenant to Landlord will result in administrative expense to Landlord, the extent of which would be extremely difficult and economically impractical to ascertain, Tenant agrees that if Rent or any other payment due hereunder from Tenant remains unpaid for more than five (5) days after said amount is due, such

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payment shall be increased by a late charge payable by Tenant equal to five percent (5 %) of the amount of the delinquent payment. The amount of the late charges for any month shall be computed on the aggregate amount of all delinquent payments, including all accrued late charges, then outstanding. The provisions of this Section in no way relieve Tenant of the obligation to make all required payments when due, nor do such provisions in any way affect Landlord’s remedies under this Lease.

ARTICLE V - LANDLORD’S COVENANTS

5.1 Landlord’s Covenants During the Term . Landlord covenants during the Term:

5.1.1 Building Services - To furnish, through Managing Agent or other independent contractors, the services listed in Exhibit D;

5.1.2 Additional Building Services - To furnish, through Managing Agent or other independent contractors, reasonable additional Building operation services upon reasonable advance request of Tenant at equitable rates from time to time established by Landlord to be paid by Tenant;

5.1.3 Repairs - Except as otherwise provided in Article VII, to make such repairs to the roof, exterior walls, floor slabs and common facilities of the Building as may be necessary to keep them in serviceable condition; such repairs to be made by Landlord within a reasonable time from Landlord’s receiving written notice from Tenant of the need for such repairs; and

5.1.4 Quiet Enjoyment - That Landlord has the right to enter into this Lease and that Tenant on paying the Rent and performing its obligations hereunder shall peacefully and quietly have, hold and enjoy the Premises throughout the Term without any manner of hindrance or molestation from Landlord or anyone claiming under Landlord, subject however to all the terms and provisions hereof.

5.2 Interruptions . Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of inconvenience or annoyance or for loss of business arising from power losses or shortages or from the necessity of Landlord’s entering the Premises for any of the purposes authorized in this Lease, or for repairing the Premises or any portion of the Building or Lot. In case Landlord is prevented or delayed from making any repairs, alterations or improvements, or furnishing any service or performing any other covenant or duty to be performed on Landlord’s part, by reason of any cause reasonably beyond Landlord’s control, Landlord shall not be liable to Tenant therefor, nor, except as expressly otherwise provided in Article VII, shall Tenant be entitled to any abatement or reduction of Rent by reason thereof, nor shall the same give rise to a claim in Tenant’s favor that such failure constitutes actual or constructive, or total or partial, eviction from the Premises.

Landlord reserves the right to stop any service or utility system when necessary by reason of accident or emergency or until necessary repairs have been completed. Except in case of emergency repairs, Landlord will give Tenant reasonable advance notice of any contemplated stoppage and will use reasonable efforts to avoid unnecessary inconvenience to Tenant by reason thereof.

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ARTICLE VI - TENANT’S COVENANTS

6.1 Tenant’s Covenants During Term . Tenant covenants during the Term and such further time as Tenant occupies any part of the Premises:

6.1.1 Tenant’s Payments - To pay when due (a) all Rent, late charges and other sums due hereunder, (b) all taxes which may be imposed on Tenant’s personal property in the Premises (including without limitation, Tenant’s fixtures and equipment), regardless to whomever assessed, (c) all charges by public utilities for telephone and other utility services (including service inspections therefor) rendered to the Premises not otherwise required hereunder to be furnished by Landlord without charge and not consumed in connection with any services required to be furnished by Landlord without charge, and (d) as Additional Rent, all charges of Landlord for services-rendered pursuant to Section 5.1.2 hereof;

6.1.2 Repairs and Surrender of Premises - Except as otherwise provided in Article VII and Section 5.1.3 , to keep the Premises in good order, repair and condition, reasonable wear and tear only excepted; and at the expiration or termination of this Lease peaceably to surrender the Premises and all changes and additions therein in as good order, repair and condition as they were when received, reasonable wear and tear only excepted, first removing all goods and effects of Tenant and any items, the removal of which is required by agreement or specified herein to be removed at Landlord’s election, and repairing all damage caused by such removal and restoring the Premises and leaving them clean and neat;

6.1.3 Occupancy and Use - Continuously from the Commencement Date, to use and occupy the Premises only for the Permitted Uses; and not to injure or deface the Premises, Building, or Lot; and not to permit in the Premises or common facilities (insofar as use of the common facilities is in control of Tenant) any auction sale, nuisance, or the emission from the Premises (or common facilities) of any objectionable noise or odor; nor any use thereof which is improper, offensive, contrary to law or ordinances, or liable to invalidate or increase the premiums for any insurance on the Building or its contents or liable to render necessary any alteration or addition to the Building;

6.1.4 Rules and Regulations - To comply with the Rules and Regulations set forth in Exhibit E, as the same may be amended by Landlord from time to time, and all other reasonable Rules and Regulations hereafter made by Landlord, of which Tenant has been given notice, for the care and use of the Building and Lot and their facilities and approaches, it being understood that Landlord shall not be liable to Tenant for the failure of other tenants of the Building to conform to such Rules and Regulations;

6.1.5 Safety Appliances - To keep the Premises equipped with all safety appliances required by law or ordinance or any other regulation of any public or private authority having jurisdiction over the Premises (including insurance underwriters or rating bureaus) because of any use made by Tenant and to procure all licenses and permits so required because of such use and, if requested by Landlord, to do any work so required because of such use, it being understood that the foregoing provisions shall not be construed to broaden in any way Tenant’s Permitted Uses;

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6.1.6 Assignment and Subletting - Not to assign this Lease, or sublease all or any part of the Premises, or permit the use of the Premises by any party other than Tenant, without the prior written consent of Landlord. This prohibition includes, without limitation, (i) any subletting or assignment which would otherwise occur by operation of law, merger, consolidation, reorganization, transfer or other change of Tenant’s corporate or proprietary structure; (ii) an assignment or subletting to or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other proceedings; (iii) the sale, assignment or transfer of all or substantially all of the assets of Tenant, with or without specific assignment of this Lease; (iv) the change in control of a partnership; or (v) conversion of Tenant to a limited liability entity. If Tenant converts to a limited liability entity without obtaining the prior written consent of Landlord: (i) the conversion shall be null and void for purposes of the Lease, including the determination of all obligations and liabilities of Tenant and its partners to Landlord; (ii) all partners of Tenant immediately prior to its conversion to a limited liability entity shall be fully liable, jointly and severally, for obligations of Tenant accruing under the Lease pre-conversion and post-conversion, and all members and other equity holders in Tenant post-conversion shall be fully liable for all obligations and liabilities of Tenant accruing under the Lease after the date such members and other equity holders are admitted to the limited liability entity as if such person or entity had become a general partner in a partnership; and (iii) Landlord shall have the option of declaring Tenant in default under the Lease. When Tenant requests Landlord’s consent to an assignment or sublease, it shall notify Landlord in writing of (i) the name and address of the proposed assignee or subtenant; (ii) the nature and character of the business of the proposed assignee or subtenant; (iii) financial information including financial statements of the proposed assignee or subtenant; and (iv) a copy of the proposed sublet or assignment agreement. Tenant shall thereafter immediately provide to Landlord any and all other information and documents reasonably requested by Landlord in order to assist Landlord with its consideration of Tenant’s request hereunder. Landlord shall have the option (to be exercised within thirty (30) days from the submission of Tenant’s request and receipt of all other information requested hereunder) to cancel this Lease as it affects the portion of the Premises to be subleased or assigned as of the commencement date stated in the proposed sublease or assignment.

If Landlord approves an assignment or sublease as herein provided, Tenant shall pay to Landlord, as Additional Rent due under this Lease, as applicable, (i) in the case of a sublease, an overage amount equal to the difference, if any, between the Rent allocable to that part of the Premises affected by such sublease pursuant to this Lease and the rent paid by the subtenant to Tenant, less any reasonable and customary expenses incurred by the Tenant in connection with the sublease which are approved by the Landlord in its sole and absolute discretion, and (ii) in the case of an assignment, an overage amount equal to the consideration, if any, received by Tenant for such assignment. Such overage amounts shall be due and payable by Tenant to Landlord within five (5) days of Tenant’s receipt of payment from the subtenant or assignee. Overage amounts in the case of a sublease shall be calculated and adjusted (if necessary) on a lease year (or partial lease year) basis, and there shall be no cumulative adjustment for the Term. No consent to any assignment or sublease shall constitute a further waiver of the provisions of this Section, and all subsequent assignments or subleases may be made only with the prior written consent of Landlord. An assignee of Tenant, at the option of Landlord, shall become directly liable to Landlord for all obligations of Tenant hereunder and shall assume all such obligations in writing in a form satisfactory to Landlord in its sole and absolute discretion, but no sublease or assignment by Tenant shall relieve Tenant of any liability hereunder. Any

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assignment or sublease without Landlord’s consent shall be void, and shall, at the option of the Landlord, constitute a default under this Lease. In the event that Tenant requests that Landlord consider a sublease or assignment hereunder, Tenant shall pay (i) Landlord’s reasonable fees, not to exceed Five Hundred and 00/100 Dollars ($500.00) per transaction, incurred in connection with the consideration of such request, and (ii) all attorneys’ fees and costs incurred by Landlord in connection with the consideration of such request or such sublease or assignment. Notwithstanding any term or provision herein to the contrary, Tenant shall not advertise all or any part of the Premises for assignment, subletting or other transfer at a rental rate lower than the rental schedule established from time to time by Landlord for comparable space for a comparable term in the Building or in any other building owned by Landlord in The Colonnade development (a “Colonnade Building”). Further, no assignment, subletting or other transfer shall be made: (i) to any person or entity who has dealt with Landlord or Landlord’s agent (directly or through a broker) with respect to space in the Building or in another Colonnade Building during the six (6) months immediately preceding Tenant’s request for Landlord’s consent to such transaction; (ii) to any person or entity for the conduct of business which is not in keeping with the standards and general character of the Building; or (iii) which would require the demolition or reconfiguration of any portion of the Premises or which would result in the Premises being subdivided. All rights and options of Tenant hereunder, if any, to expand the Premises, contract the Premises, extend or renew the Term, and/or shorten the Term, and any right(s) of first refusal, first offer or first option hereunder in favor of Tenant shall automatically terminate upon the assignment of this Lease or upon the subletting of all or any part of the Premises, unless Landlord specifically agrees in writing that such rights and options shall continue. Tenant acknowledges that the restrictions on assignments and subleases described herein are a material inducement for Landlord entering into this Lease and shall be enforceable by Landlord against Tenant and against any assignee or subtenant or any other party acquiring an interest in this Lease.

6.1.7 Indemnity - To defend, indemnify and hold harmless Landlord, its agents, employees, officers, directors, partners and shareholders from and against any and all liabilities, judgments, demands, causes of action, claims, losses, damages, costs and expenses, including reasonable attorneys’ fees and costs, arising out of the use, occupancy, conduct, operation, or management of the Premises by, or the willful misconduct or negligence of Tenant, its officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors in or about the Building or Premises or arising from any breach or default under this Lease by Tenant, or arising from any accident, injury, or damage, howsoever and by whomsoever caused, to any person or property, occurring in or about the Building or Premises. This indemnification shall survive termination of this Lease. This provision shall not be construed to make Tenant responsible for loss, damage, liability or expense resulting from injuries to third parties caused by the sole negligence or willful misconduct of Landlord, or its officers, contractors, licensees, agents, employees, or invitees;

6.1.8 Tenant’s Liability, Property and Business Interruption Insurance - To maintain with insurance companies satisfactory to Landlord:

(a) Public liability insurance on the Premises in amounts which shall, at the beginning of the Term, be at least equal to the limits set forth in Section 1.1 and from time to time during the Term, shall be for such higher limits, if any, as are customarily carried in the area in which the Premises are located on property similar to the Premises and used for similar

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purposes and to furnish Landlord with the certificates thereof. Fire and casualty insurance with extended coverage in an amount of not less than Fifty Thousand and 00/100 Dollars ($50,000.00) shall also be obtained and kept in force during the Term of this Lease at Tenant’s expense. The limit of any of such insurance shall not limit the liability of Tenant hereunder. If Tenant fails to procure and maintain such insurance, Landlord may, but shall not be required to, procure and maintain the same, at Tenant’s expense to be reimbursed by Tenant as additional rent within ten (10) days of written demand. All insurance required to be obtained by Tenant hereunder shall be issued by companies acceptable to Landlord. Thirty (30) days prior to the Commencement Date, Tenant shall deliver to Landlord certificates of liability insurance required herein with loss payable clauses satisfactory to Landlord. Any deductible under such insurance policy in excess of One Thousand and 00/100 Dollars ($1,000.00) must be approved by Landlord in writing prior to issuance of such policy. No policy shall be cancelable, allowed to lapse and/or expire and/or be subject to reduction of coverage except upon thirty (30) days prior written notice to Landlord. All such policies shall name Landlord and Landlord’s Representative as additional insureds and shall be written as primary policies not contributing with and not in excess of coverage which Landlord may carry. The policy limits set forth herein shall be subject to periodic review, and Landlord reserves the right to require that Tenant increase the liability coverage limits if, in the reasonable opinion of Landlord, the coverage becomes inadequate and is less than commonly maintained by tenants making similar uses in similar buildings. Tenant shall obtain any revised or increased coverage required by Landlord within thirty (30) days of any such notification from Landlord;

(b) Property insurance on all Tenant’s trade fixtures, equipment and personal property on the Premises, being a policy of all risk property insurance covering the full replacement value of such property. During the Term of this Lease, the proceeds from any such policy of insurance shall be used for the repair or replacement of the fixtures and equipment so insured. Landlord shall have no interest in the insurance upon Tenant’s equipment and fixtures and will sign all documents reasonably necessary or proper in connection with the settlement of any claim or loss by Tenant. Landlord will not carry insurance on Tenant’s possessions. Tenant shall furnish Landlord with a certificate of insurance evidencing that the requirements set forth herein are in full force and effect. Any deductible in excess of Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) under such insurance must be approved in writing by Landlord prior to issuance of such policy. Upon demand, Tenant shall provide Landlord, at Tenant’s expense, with such increased amount of existing insurance, and such other insurance as Landlord or Landlord’s lender may reasonably require, to afford Landlord and Landlord’s lender adequate protection. Tenant shall provide Landlord with notice of loss or damage to property immediately after such loss or damage occurs; and

(c) Business interruption and/or loss of rental insurance in an amount equivalent to twelve (12) months Rent which shall not contain a deductible greater than One Thousand Dollars ($1,000.00). Tenant shall furnish Landlord with certificates of insurance naming Landlord as an additional insured. No policy shall be cancelable, allowed to lapse and/or expire and/or be subject to reduction of coverage except upon thirty (30) days prior written notice to Landlord.

6.1.9 Employer’s Liability Insurance - To purchase and maintain employer’s liability insurance with minimum liability limits of $100,000.00 per accident for bodily injury,

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$100,000.00 per employee for bodily injury due to disease with a $500,000.00 policy limit. Tenant shall provide Landlord with a certificate of insurance for insurance required herein;

6.1.10 Tenant’s Workers’ Compensation Insurance - To keep all Tenant’s employees working in the Premises covered by worker’s compensation insurance in amounts required by and otherwise in accordance with all applicable legal requirements, and to furnish Landlord with the certificates thereof upon request;

6.1.11 Landlord’s Right of Entry - To permit Landlord and Landlord’s agents entry: to examine the Premises at reasonable times and, if Landlord shall so elect, to make repairs or replacements; to remove, at Tenant’s expense, any changes, additions, signs, curtains, blinds, shades, awnings, aerials, flagpoles, or the like not consented to in writing by Landlord; and to show the Premises to prospective tenants during the six months preceding expiration of the Term and to show the Premises to prospective purchasers and mortgagees at all reasonable times;

6.1.12 Loading - Not to place any extreme or unusual load upon the Premises without Landlord’s prior written consent; and not to move any safe, vault or other heavy equipment in, about or out of the Premises except in such manner and at such times as Landlord shall in each instance approve. Tenant’s business machines and mechanical equipment which cause vibration or noise that may be transmitted to the Building structure or to any other leased space in the Building shall be placed and maintained by Tenant in settings of cork, rubber, spring, or other types of vibration and/or noise eliminators sufficient to eliminate such vibration or noise;

6.1.13 Landlord’s Costs - In case Landlord shall, without any fault on its part, be made party to any litigation commenced by or against Tenant or by or against any parties in possession of the Premises or any part thereof claiming under Tenant, to pay, as Additional Rent, all costs, including, without limitation, reasonable counsel fees incurred by or imposed upon Landlord, in connection with such litigation and, as Additional Rent, also to pay all such costs and reasonable counsel fees incurred by Landlord in connection with the successful enforcement by Landlord of any obligations of Tenant under this Lease;

6.1.14 Tenant’s Property - That all the furnishings, fixtures, equipment, effects and property of every kind, nature and description of Tenant and of all persons claiming by, through or under Tenant which, during the continuance of this Lease or any occupancy of the Premises by Tenant or anyone claiming under Tenant, may be on the Premises or elsewhere in the Building or on the Lot shall be at the sole r