AGREEMENT OF LEASE

Exhibit 10.04

AGREEMENT OF LEASE

BETWEEN

MELVYN J. POWERS AND MARY P. POWERS
D/B/A M&M REALTY
(“LESSOR”)

AND

ADVANCED TECHNOLOGY MATERIALS, INC.
(“LESSEE”)

For Premises Located At:
7 Commerce Drive
Danbury, Connecticut 06810

Dated: December 23, 1994

TABLE OF CONTENTS

THIS AGREEMENT OF LEASE (this “Lease”) made as of the 23rd day of December, 1994, by and between MELVYN J. POWERS and MARY P. POWERS, individuals d/b/a M&M REALTY, with an office address at 7 Finance Drive, Danbury, Connecticut 06810 (together, the “Lessor”) and ADVANCED TECHNOLOGY MATERIALS, INC., a corporation organized and existing under the laws of the State of Delaware with an office address at 7 Commerce Drive, Danbury, Connecticut 06810 (the “Lessee”).

WITNESSETH AS FOLLOWS :

1. DEFINITIONS.

1.1. As used in this Lease, the following words and phrases shall have the meaning indicated:

(a) “Additional Rent”: All amounts payable by Lessee to Lessor under this Lease other than Fixed Rent, whether or not expressly stated to constitute Additional Rent.

(b) “Affiliate(s)”: As to any Person, any other person which Controls or is under common Control with, or is Controlled by such Person.

(c) “Building”: That building containing approximately 72,710 rentable square feet and known as 7 Commerce Drive, Danbury, Connecticut 06810.

(d) “Business Day”: Any day other than:

(i) A Saturday or Sunday; or

(ii) A federal or state holiday.

(e) “Commencement Date”: The first (1st) day of September, 1995.

(f) “Control(s)(led)”: The direct or indirect ownership of more than fifty (50%) percent of all the voting stock of a corporation or more than fifty (50%) percent of the legal and equitable interests in any other type of business entity.

(g) “Fee Mortgagee”: Any holder of a loan secured by a mortgage on, or deed of trust with respect to, Lessor’s fee simple interest in the Building and/or the Premises or any part thereof, now or hereafter existing.

(h) “Fixed Rent”: The annual rent described in Section 5 of this Lease.

(i) “Governmental Entity”: Any federal, state, county, village, township or local government or quasi-government agency, department, office, board or bureau having jurisdiction over the Premises or any portion thereof.

(j) “Initial Term”: A ten (10) year period commencing on the Commencement Date and ending on the 31st day of August, 2005.

(k) “Laws”: All laws, statutes, ordinances, rules, regulations, orders, restrictions and other requirements of any Governmental Entities, present or future, having jurisdiction over or affecting the Premises or the terms and conditions of this Lease, including, (without limitation), the Americans with Disabilities Act, as the same may be amended from time to time.

(l) “Lease Year”:

(i) The twelve (12) month period commencing on the Commencement Date; and

(ii) Each twelve (12) month period commencing on each anniversary of the Commencement Date.

(m) “Lessee’s Additional Work”: The work more particularly described in Exhibit D attached hereto and made a part hereof.

(n) “Lessee’s Initial Work”: The work more particularly described in Exhibit C attached hereto and made a part hereof.

(o) “Lessee’s Initial Work Completion Date”: The first (1st) day of May, 1995.

(p) “Lessee’s Personalty”: Those items of Lessee’s personal property now or hereafter situated at the Premises and more particularly described in Section 19 below.

(q) “Lessor’s Work”: The work more particularly described in Exhibit B attached hereto and made a part hereof.

(r) “Permits”: All licenses, permits and other written authorizations necessary to permit the construction, development, ownership, use and occupancy of the Premises in full compliance with the Laws.

(s) “Person”: A natural person, a partnership, a corporation or any other form of business or legal association or entity.

(t) “Premises”: The Building and the real property upon which the Building is situated, together with any other improvements constructed thereon, which real property is more particularly described in Exhibit A attached hereto and made a part hereof.

(u) “Real Estate Taxes”: All taxes, assessments, water and sewer rents, and other charges levied upon the ownership of the Premises by any public or quasi-public authority having jurisdiction. Subject to Section 6.5 below, Real Estate Taxes shall not include any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax, or capital levy or taxes, license fees or other charges on the Rent received by Lessor.

(v) “Renewal Option”: Lessee’s option to lease the Premises for the Renewal Term, as described in Section 23 below.

(w) “Renewal Term”: A further term of five (5) years following the Initial Term in the event that Lessee shall exercise the Renewal Option.

(x) “Rent”: The Fixed Rent and the Additional Rent together.

Certain other words and phrases are defined elsewhere in this Lease, and are indicated by the use of initial capital letters.

2. PREMISES.

2.1. In consideration of the Rent hereby reserved and the covenants herein contained and on the part of Lessee to be paid, performed and observed, and expressly subject to the provisions of Section 2.5 below, Lessor does hereby demise and lease unto Lessee, and Lessee hereby hires from Lessor, the Premises, for the Initial Term, unless sooner terminated pursuant to any provision of this Lease or pursuant to law.

2.2. It is agreed, stipulated and understood that Lessee is currently in sole occupation of the entire Premises, pursuant to an Agreement of Sublease (the “Sublease”) dated as of August 1, 1990 and made by and between National Semiconductor Corporation (“NSC”) and Lessee, which Sublease expires as of August 30, 1995 and that accordingly Lessee hereby accepts the Premises absolutely and irrevocably in an “as is” and “with all faults” condition, and Lessee hereby expressly warrants and stipulates that except as may be hereinafter set out, neither Lessor, nor any agent or employee of Lessor has made any representation or warranty of any description whatsoever with respect to the Premises or any matters or circumstances related to or affecting the same, and Lessee’s execution and delivery of this Lease is and shall at all times be construed as resulting solely from Lessee’s independent knowledge of the Premises, provided that nothing in this Section 2.2 shall be construed as limiting Lessor’s obligations pursuant to Section 2.4 and Section 9 below.

2.3. Prior to the Lessee’s Initial Work Completion Date, Lessee shall, at Lessee’s sole cost and expense, perform and complete in a good and workmanlike manner, Lessee’s Initial Work.

2.4. Prior to the Commencement Date (but subject to Lessee’s compliance with the provisions of Section 2.3 above), Lessor shall, at Lessor’s sole cost and expense, perform and complete in a good and workmanlike manner, Lessor’s Work. In the event that Lessee shall fail to complete Lessee’s Initial Work prior to the Lessee’s Initial Work Completion Date, then without in any way reducing or otherwise modifying Lessee’s obligations hereunder, Lessor shall be entitled to a period of time following the Commencement Date for the completion of Lessor’s Work which is equal to the number of days between the Lessee’s Initial Work Completion Date and the date upon which the completion of Lessee’s Initial Work actually occurs.

2.5. Notwithstanding any other provision herein contained, it is hereby expressly agreed, stipulated and understood that this Lease and all rights, duties and liabilities hereunder are entirely subject to the receipt by Pullman & Comley (“Escrowee”) of the sum of One Million Dollars ($1,000,000.00) in immediately available funds from NSC (the “Restoration Sum”), which Restoration Sum represents the monies referred to in a certain Tri-Partite Agreement to be executed by NSC, Lessor and Lessee and delivered together with the Restoration Sum (the “Agreement”), the form of which Agreement is attached hereto as Exhibit E and made a part hereof. Upon Escrowee’s receipt of the Restoration Sum and execution and delivery of the Agreement by all parties thereto, Escrowee shall deliver $250,000.00 to Lessor, which amount shall be deemed earned by Lessor uopn receipt, and shall retain the remaining $750,000.00 representing the “Escrow Sum” pursuant to the provisions of the Escrow Agreement made of even date herewith by and among Lessor, Lessee and Escrowee, a copy of which is attached hereto as Exhibit F and made a part hereof. The Escrow Sum shall be disbursed as provided in the Escrow Agreement. In the event that the provisions of this Section 2.5 are not satisfied by January 17, 1995, then either Lessor or Lessee may, at their option, deliver written notice to the other canceling this Lease, and upon receipt of such notice, this Lease shall automatically terminate so that this Lease shall thereafter be null and void and of no further effect, and neither Lessor nor Lessee shall have any further rights, duties and liabilities hereunder.

3. USE AND COMPLIANCE.

3.1. Lessee may use the Premises for any legally permitted use provided that Lessee shall not permit, allow or cause any obnoxious, disturbing or offensive odors, fumes, gas, noise, or any smoke, dust, steam or vapors, or allow sound or vibration, to originate in or to be emitted from the Building and Lessee shall not use the Premises in any other manner which has the effect of causing a nuisance to other occupants of the business park in which the Premises are situated (the “Park”) or which would materially detract from the value or character of the Premises or the Park. Lessor acknowledges that, to the best of Lessor’s knowledge, Lessee’s use of the Premises during the term of the Sublease has been in compliance with the provisions of this Section 3.1.

3.2. Lessor shall, at Lessor’s sole cost and expense, be responsible for ensuring that the Building and the Premises are as of the Commencement Date and at all times thereafter during the Initial Term and the Renewal Term (if appropriate) in full compliance with all Laws, provided that Lessor shall not be responsible for the following, which shall be the responsibility of Lessee, at Lessee’s sole cost and expense:

(a) ensuring that the Premises and the Building remain in compliance with all Laws where the need for such compliance arises as a result of Lessee’s particular use of the Premises, whether or not such use shall be herein permitted;

(b) ensuring that all Alterations (as hereinafter defined) and all Lessee’s Initial Work and all Lessee’s Additional Work (insofar as may be appropriate) are in compliance with all applicable Laws;

(c) ensuring that the roof of the Building remains in compliance with all applicable Laws, provided that Lessor hereby represents and warrants that as of the Commencement Date (or upon the completion of the roof, if later) the roof shall be in compliance with all applicable Laws; and

(d) ensuring that all interior structural walls or any other such item for which Lessee is responsible pursuant to the provision of Section 9.2 below remain in compliance with all applicable Laws.

Notwithstanding any of the foregoing, it is agreed and understood that nothing contained in this Section 3.2 shall modify in any way whatever the respective obligations of Lessor and Lessee with respect to repair and maintenance of the Premises pursuant to the provisions of Section 9 below.

4. ENVIRONMENTAL PROVISIONS.

4.1. Without prejudice to the generality of Section 3 above, it is agreed and understood that Lessee shall comply with any and all present and future environmental laws, ordinances, rules, codes, regulations and standards applicable to the Premises and the business conducted therein by Lessee. In particular (but without limitation) Lessee shall obtain and maintain any and all permits, licenses, certificates or other authorizations now or hereafter necessary, lawful and/or proper in order to conduct such business. Copies of all such permits, licenses, certificates and authorizations shall be delivered to Lessor at or prior to the execution of this Lease, and Lessor shall be supplied with copies of all renewals thereof.

4.2.

(a) The term “Hazardous Substances” as used in this Lease, shall include, without limitation, flammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCB’s), chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous waste, toxic substances or related materials, petroleum and petroleum products, and substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any Governmental Entity.

(b) Lessee shall not cause or permit to occur:

(i) Any violation of any Laws, related to environmental conditions on, under, or about the Premises arising from Lessee’s use or occupancy of the Premises, including, but not limited to, soil and ground water conditions; or

(ii) Any violation of any Laws, related to the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substance on, under, or about the Premises, or the transportation to or from the Premises of any Hazardous Substance, arising from Lessee’s use or occupancy of the Premises.

(c) Lessee, at Lessee’s sole cost and expense, shall comply with all Laws regulating the use, generation, storage, transportation or disposal of Hazardous Substances and Lessee shall, at Lessee’s own expense, make all submissions to, provide all information required by, and comply with all requirements of all Governmental Entities under any and all such environmental Laws.

(d) Should any Governmental Entity or other competent body demand that a cleanup plan be prepared and that a cleanup be undertaken because of any deposit, spill, discharge or other release of Hazardous Substances occurring during the term of this Lease, at or from the Premises which arises at any time from Lessee’s use of occupancy of the Premises, then Lessee shall, at Lessee’s own expense, prepare and submit the required plans and all related bonds and other financial assurances, and Lessee shall carry out all such cleanup plans.

(e) At any time during the Initial Term or the Renewal Term (as appropriate) Lessee shall, if so requested by Lessor, within thirty (30) days of such written request or immediately after such request if in Lessor’s opinion an emergency exists, provide all requested information, in writing, regarding the generation, use, storage, release, discharge, spillage, loss, seepage or emanation of any Hazardous Substances from or on the Premises. Further, upon five (5) days written notice to Lessee (except in case of emergency where no notice shall be required) Lessor may enter onto the Premises and cause to be conducted and completed, by engineers, consultants, and others selected by Lessor, such investigations, studies, sampling and testing of the condition of the Premises as Lessor in its sole discretion shall deem appropriate. Lessee agrees to cooperate with Lessor and all persons retained by Lessor to conduct such investigations and to provide them with all requested access to the Premises. In the event that such investigation reveals the presence of any Hazardous Substances in contravention of any environmental Laws, arising out of Lessee’s use or occupancy of the Premises, Lessor shall have the option of terminating this Lease, unless the same are removed and disposed of in compliance with all applicable environmental Laws within ninety (90) days of Lessee receiving notice thereof. If Lessor elects not to terminate this Lease, Lessee at Lessee’s sole cost and expense, shall immediately take all actions necessary to comply with any such environmental Laws. No such investigation, termination or other action by Lessor and no attempts by Lessor to mitigate damages shall constitute a waiver of any of Lessee’s obligations hereunder. Notwithstanding the foregoing, Lessor may request such information and enter upon the Premises no more often than twice in any Lease Year, unless Lessor has reasonable grounds to believe that Hazardous Substances are present thereat, in contravention of such environmental Laws.

(f) Lessee agrees to indemnify, hold harmless and reimburse Lessor and Lessor’s officers, directors, beneficiaries, shareholders, partners, agents and employees, if any, against, from and for any losses, claims, demands, damages, suits, actions, judgments, fines, penalties, liabilities (joint or several), costs and expenses (including, without limitation, fees and expenses of legal counsel for Lessor, consultant fees and expenses of investigation and laboratory costs) to which Lessor may be subjected, or which Lessor may pay, incur or sustain, in consequence of (i) any presence, discharge, spillage, uncontrolled loss, seepage, emanation or filtration of any Hazardous Substances upon or from the Premises occurring hereafter or directly or indirectly caused by events or actions occurring during the Initial Term and (if appropriate) the Renewal Term arising from Lessee’s use or occupancy of the Premises; (ii) the violation by Lessee of any environmental Laws; (iii) any personal injury (including wrongful death) or damage to property (whether real or personal) caused, directly or indirectly, by an occurrence described in (i) or (ii) above; and (iv) any breach of any representation or warranty contained in this Section 4.2.

(g) Lessor agrees to indemnify, hold harmless and reimburse Lessee and Lessee’s officers, directors, beneficiaries, shareholders, partners, agents and employees, if any, against, from and for any losses, claims, demands, damages, suits, actions, judgments, fines, penalties, liabilities (joint or several) costs and expenses (including, without limitation, fees and expenses of legal counsel for Lessee, consultant fees and expenses of investigation and laboratory costs) to which Lessee may be subjected, or which Lessee may pay, incur or sustain, in consequence of any presence, discharge, spillage, uncontrolled loss, seepage, emanation or filtration of any Hazardous Substances at the Premises which occurs as a result of the willfulness or negligence of Lessor or of Lessor’s agents or employees.

4.3.

(a) Attached hereto as Exhibit G and made a part hereof is a copy of an Environmental Shutdown Management Overview (the “Environmental Survey”) carried out by Maguire Group, Inc. with respect to the Premises and addressed to NSC and dated the third (3rd) day of August, 1990. Without prejudice to the generality of Lessee’s obligations pursuant to Section 4.2 above, it is agreed and understood that not later than six (6) months prior to the termination of the Initial Term or the Renewal Term (as appropriate) Lessee shall conduct environmental groundwater and soil testing to the extent contained in the Environmental Survey, using the same testing methods, limits and locations as contained in the Environmental Survey and shall provide Lessor with a copy of the results thereof. In the event that the same shall indicate an increase in the levels of any contaminants in the groundwater and/or the soil over the levels shown in the Environmental Survey, Lessee shall, promptly at Lessee’s sole cost and expense, carry out all remediation necessary to restore the groundwater and/or soil in question to a condition at least equivalent to the levels indicated in the Environmental Survey, or the more stringent of any applicable local, state or federal clean-up levels, whichever is greater. In the event that Lessee shall fail to fulfill Lessee’s obligations hereunder, then Lessor shall be permitted (without hereby creating any obligation) to carry out the same and Lessee shall promptly reimburse Lessor for all costs incurred by Lessor in so doing, which sum shall be payable as Additional Rent hereunder within ten (10) days of receiving an invoice for the same. It is agreed and understood that Lessee shall not be responsible for any such remediation if it can prove that any such increase in the levels of any contaminants did not result from Lessee’s use or occupancy of the Premises.

(b) Notwithstanding the foregoing, it is agreed and understood that Lessee shall carry out the Phase II Environmental Survey (the “New Survey”) required pursuant to the provisions of the Sublease, and Lessee shall provide Lessor with a copy of the New Survey within ten (10) days of the same being delivered to Lessee. In the event that the same shall indicate an increase in the levels of any contaminants in the groundwater and/or the soil over the levels shown in the Environmental Survey, Lessee shall, promptly at Lessee’s sole cost and expense, carry out all remediation necessary to restore the groundwater and/or soil in question to a condition at least equivalent to the levels indicated in the Environmental Survey, or the more stringent of any applicable local, state or federal clean-up levels, whichever is greater. In the event that Lessee shall fail to fulfill Lessee’s obligations hereunder, then Lessor shall be permitted (without hereby creating any obligation) to carry out the same and Lessee shall promptly reimburse Lessor for all costs incurred by Lessor in so doing, which sum shall be payable as Additional Rent hereunder within ten (10) days of receiving an invoice for the same. It is agreed and understood that Lessee shall not be responsible for any such remediation if it can prove that any such increase in the levels of any contaminants did not result from Lessee’s use or occupancy of the Premises.

5. FIXED RENT.

5.1. During the first three (3) Lease Years of the Initial Term, commencing September 1, 1995, Lessee shall pay as Fixed Rent, by way of checks made out to the order of Lessor (or as Lessor shall direct) and mailed to Lessor at Lessor’s above-referenced office address (or to such person or address as may otherwise from time to time be directed by Lessor in writing) the annual sum of FOUR HUNDRED FIFTY-EIGHT THOUSAND SEVENTY-THREE AND 00/100 ($458,073.00) DOLLARS, payable in advance on the first Business Day of each month, in equal monthly installments of THIRTY-EIGHT THOUSAND ONE HUNDRED SEVENTY- TWO AND 75/100 ($38,172.75) DOLLARS.

5.2. During the second three (3) Lease Years of the Initial Term, commencing September 1, 1998, Lessee shall pay as Fixed Rent, by way of checks made out to the order of Lessor (or as Lessor shall direct) and mailed to Lessor at Lessor’s above-referenced office address (or to such person or address as may otherwise from time to time be directed by Lessor in writing) the annual sum of FOUR HUNDRED SEVENTY-ONE THOUSAND EIGHT HUNDRED EIGHTY-SEVEN AND 88/100 ($471,887.88) DOLLARS, payable in advance on the first Business Day of each month, in equal monthly installments of THIRTY-NINE THOUSAND THREE HUNDRED TWENTY-THREE AND 99/100 ($39,323.99) DOLLARS.

5.3. During the final four (4) Lease Years of the Initial Term, commencing on September 1, 2001, Lessee shall pay as Fixed Rent, by way of checks made out to the order of Lessor (or as Lessor shall direct) and mailed to Lessor at Lessor’s above-referenced office address (or to such person or address as may otherwise from time to time be directed by Lessor in writing) the annual sum of FOUR HUNDRED EIGHTY-FIVE THOUSAND SEVEN HUNDRED TWO AND 76/100 ($485,702.76) DOLLARS, payable in advance on the first Business Day of each month, in equal monthly installments of FORTY THOUSAND FOUR HUNDRED SEVENTY-FIVE AND 23/100 ($40,475.23) DOLLARS.

5.4. In the event that Lessee shall exercise the Renewal Option pursuant to Section 23 below, then during the Renewal Term, Lessee shall pay as Fixed Rent, by way of checks made out to the order of Lessor (or as Lessor shall direct) and mailed to Lessor at Lessor’s above-referenced office address (or to such person or address as may otherwise from time to time be directed by Lessor in writing) the annual sum of FIVE HUNDRED THOUSAND TWO HUNDRED FORTY-FOUR AND 72/100 ($500, 244.72) DOLLARS, payable in advance on the first Business Day of each month, in equal monthly installments of FORTY-ONE THOUSAND SIX HUNDRED EIGHTY-SEVEN AND 06/100 ($41,687.06) DOLLARS.

6. REAL ESTATE TAXES.

6.1. Lessee shall be responsible for the payment of all Real Estate Taxes and from and after the Commencement Date, Lessee, following receipt from Lessor of Real Estate Tax bill(s) with respect to the Premises, shall promptly pay the same directly to the appropriate Governmental Entity, as Additional Rent hereunder. Appropriate apportionments shall be made as of the Commencement Date, and on the termination of the Initial Term (or upon the termination of the Renewal Term, if appropriate) between Real Estate Taxes payable by Lessee hereunder, and Real Estate Taxes payable by Lessor.

6.2. Notwithstanding anything contained in Section 6.1 above, it is agreed and understood that in lieu of paying Real Estate Taxes directly, Lessee will make a monthly escrow payment to Lessor with respect to Real Estate Taxes, in the event that such an escrow is required of Lessor by any Fee Mortgagee, such monthly escrow payment to be in the amount required by any such Fee Mortgagee (but not to exceed one-twelfth (1/12th) of the estimated Real Estate Taxes, plus any initial payment required in order to fund such escrow), provided however, that in such event, Lessor shall maintain such tax escrow payments in an interest bearing account, and all interest earned shall be accounted for and paid to Lessee on a quarterly basis. It is agreed and understood that Lessor shall use all reasonable efforts to resist the imposition of any such tax escrow by any existing or future Fee Mortgagee.

6.3. Lessee shall also pay:

(a) All taxes which may be levied, imposed or assessed against Lessee’s Personalty and/or any leasehold improvements made by or on behalf of Lessee following the Commencement Date, Lessee’s leasehold interest, Lessee’s right to occupy the Building and/or the Premises and any other taxes incident to the operation of Lessee’s business therein; and

(b) Any business license fees required for the operation of Lessee’s business.

6.4. Provided that Lessee shall pay seventy-five (75%) percent of the amount of any Real Estate Taxes which Lessee proposes to dispute, or such other percentage as may from time to time be required pursuant to the provisions of C.G.S. Section 12-53(d) or any successor thereto, Lessee may contest the validity or amount (including the assessed valuation of the Premises) of any Real Estate Taxes payable by Lessee hereunder. In the event of any such contest, the payment of the remaining part of the Real Estate Taxes may be deferred during the pendency of the same, provided the same is diligently prosecuted, and Lessor agrees, without cost or expense to Lessor, to join such contest and provide reasonable assistance to Lessee upon Lessee’s request, provided that Lessee shall be entitled to receive the full amount of any refund applicable to any period of occupancy by Lessee. Nothing herein contained, however, shall be construed so as to allow such items to remain unpaid for such length of time as would permit the Premises, or any part thereof, to be sold by any Governmental Entity for non-payment of Real Estate Taxes. Within thirty (30) days after the due and payable amount of the contested Real Estate Taxes is determined by a final, unappealable judgment, Lessee shall pay the amount so determined, together with any penalties, interest and expenses payable therewith.

6.5. In the event that at any time during the Initial Term, or the Renewal Term (if appropriate) the present method of taxation or assessment shall be so changed that the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereon shall be discontinued and as a substitute therefor, or in lieu thereof, or as an addition thereto, taxes, assessments, levies, impositions or charges shall be levied, assessed and/or imposed wholly or partially as a capital levy or otherwise upon the rents received from such real estate and the improvements thereon, then such substitute or additional taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed, shall be payable by Lessee, as if the same were expressly defined as the Real Estate Taxes hereunder.

7. INSURANCE AND INDEMNITY.

7.1. Throughout the Initial Term and the Renewal Term (if appropriate) Lessee shall, at Lessee’s sole cost and expense, maintain or cause to be maintained such insurance coverages as Lessor from time to time shall reasonably request and which are generally consistent with insurance coverages required of other tenants in similar buildings and businesses in the Danbury area, and initially Lessee shall maintain the following coverages in the following amounts (the “Required Insurance”):

(a) “All Risk” insurance coverage, on a full replacement cost basis, covering the Building and all other buildings, improvements (including any plate glass) and fixtures now or hereafter constituting part of the Premises (but not including any improvements made by Lessee) written in favor of Lessor and all Fee Mortgagees of which Lessee has notice, as their interests may appear, with Lessor named as loss payee;

(b) Commercial general liability insurance (broad form) with respect to the Premises and the conduct and operation of business thereat, on an “occurrence coverage” basis with Lessor and all Fee Mortgagees of which Lessee has notice, named as additional insureds, with limits of not less than FOUR MILLION AND 00/100 ($4,000,000.00) DOLLARS combined single limit for any one occurrence of bodily injury, personal injury or death to any number of persons and for property damage, which coverage may be placed in any combination of primary and umbrella and/or excess policies;

(c) Fire and extended coverage insurance with respect to any Alterations made by Lessee, Lessee’s Personalty and any such other items belonging to and situated in the Building, in amounts equal to the full replacement value thereof, naming Lessee as the sole loss payee;

(d) Any other insurance required for compliance with any applicable Laws.

7.2. Lessee shall deliver to Lessor binders or certificates evidencing the required insurance at lease ten (10) Business Days prior to the Commencement Date. Lessee shall procure and pay for renewals of the required insurance before the expiration thereof, and Lessee shall deliver to Lessor binders or certificates evidencing such renewal within thirty (30) days of the expiration of any existing policy. All such policies shall be issued by companies approved by Lessor (which approval shall not be unreasonably withheld or delayed) and licensed to do business in the State of Connecticut, and shall contain a provision whereby the same cannot be changed, cancelled or not renewed (including, without limitation, for nonpayment of premium) unless Lessor and all Fee Mortgagees of which Lessee has notice, are given at least thirty (30) days’ prior written notice of such change, cancellation or non-renewal. All such policies shall be written on an “occurrence coverage” basis.

7.3. Lessee hereby covenants and agrees, to indemnify and hold harmless Lessor and all Fee Mortgagees from and against any and all loss, cost, liability and/or expense (including attorneys fees) that may arise from the date hereof up to the termination of this Lease, howsoever and whensoever determined, on account of or arising out of negligent or intentional act or omission of Lessee or of Lessee’s agents, contractors, servants, employees or invitees on or about the Premises.

8. LESSOR’S RIGHT OF ENTRY.

8.1. Lessor, all Fee Mortgagees, and their respective agents and representatives, at all reasonable times and upon written notice in advance (except in cases of emergency) may enter the Premises for the purpose of (i) inspection thereof; (ii) making such repairs, replacements, alterations or additions to the Premises as Lessor may be required or permitted to carry out under this Lease; (iii) exhibiting the Premises to prospective lenders and purchasers; or (iv) exhibiting the Premises to prospective tenants, purchasers or other persons within the last ninety (90) days of the Initial Term or the Renewal Term (if appropriate) in each case without imposing any extra obligation or obligations upon Lessor, provided that Lessor shall be accompanied by an agent of Lessee at all times (except in cases of emergency), and shall not damage the Premises or unreasonably interfere with the Lessee’s use and enjoyment of the Premises.

9. REPAIRS AND MAINTENANCE.

9.1. From and after the Commencement Date, Lessor, at Lessor’s sole cost and expense, shall repair, maintain and keep in good condition the footing, foundations and structural walls of the Building, but not including the roof of the Building (except that Lessor shall be responsible for any defect in workmanship or materials in Lessor’s Work) and further excepting any structural repairs or maintenance required as a result of the negligence of Lessee, or of Lessee’s agents, contractors, servants, employees or invitees on or about the Premises, or which otherwise arises as a result of Lessee’s use of the Premises for activities different from those currently conducted therein.

9.2. From and after the Commencement Date, Lessee, at Lessee’s sole cost and expense, shall repair, maintain and keep in good condition the roof of the Building and the roof structure following completion of the same by Lessor (subject to Lessor’s responsibilities contained in Section 9.1 above) and the interior of the Building which shall include all systems and equipment within the Building including (but not limited to) repair and maintenance of all elevators, HVAC systems, boilers, mechanical systems, electrical systems, sprinklers, security systems, plumbing systems and associated equipment within the Building, and Lessee shall also be responsible for any repairs or maintenance which would otherwise be the responsibility of Lessor pursuant to Section 9.1 above, but the need for which arises as a result of Lessee’s activities as therein more particularly described. Notwithstanding the foregoing, Lessee shall not be responsible for any such repairs and maintenance, the need for which arises as a result of the negligence of Lessor or of Lessor’s agents, contractors, servants, employees or invitees.

9.3. Lessee shall at all times keep the hallways and entrances to the Building free and clear of debris, and shall also provide for interior janitorial service (including carpet maintenance), interior painting (and re-painting, where necessary), replacement of lighting ballasts and bulbs, and interior and exterior window cleaning.

9.4. Lessee shall, at Lessee’s sole cost and expense, repair and maintain, in a manner consistent with comparable first-class office space in Fairfield County, Connecticut, the parking area, access roads, sidewalks, lawns and planting areas at the Premises, which maintenance shall include (as necessary, desirable and/or appropriate) the mowing, landscaping, plowing, sanding and sweeping thereof. With respect to the access roads that do not form a part of the Premises but are within the Park, Lessor shall maintain the same in a manner consistent with that of comparable business parks, including paving, sanding and plowing the same, and Lessee shall pay Lessee’s pro rata share of the cost thereof to Lessor, as reasonably determined by Lessor.

9.5. Lessee shall not permit, allow or cause any act or deed to be performed or any practice to be adopted or followed on the Premises and/or within the Building which shall cause or be likely to cause injury or damage to any person or to the Premises or to any part thereof. Lessee at all times shall keep the Premises and the Building in a neat and orderly condition and clean and free from rubbish, dirt and other miscellaneous items. Lessee shall make provision for adequate refuse containers to be placed upon the Premises in areas to be designated by Lessor and shall cause the same to be emptied periodically. Lessee shall deposit all refuse in such containers and shall keep the area around the same reasonably neat and attractive.

9.6. Without prejudice to the generality of the obligations of Lessee pursuant to this Section 9, it is agreed and understood that any time during the Initial Term and/or the Renewal Term (as appropriate) Lessee shall, at Lessee’s sole cost and expense, and in a good and workmanlike manner, perform and complete Lessee’s Additional Work. With respect to the carrying out of Lessee’s Additional Work, Lessor shall be provided with a reasonable opportunity to bid for the carrying out of the same, and insofar as the same are applicable, Lessee shall otherwise comply with all of the provisions of Section 10 below. In the event that Lessee shall have failed to commence Lessee’s Additional Work within six (6) months prior to the expiration of the Initial Term (if Lessee shall have failed to exercise Lessee’s option for the Renewal Term pursuant to Section 23 below) or in the event that Lessee shall have failed to commence Lessee’s Additional Work within six (6) months of the end of the Renewal Term, then Lessor shall have the right (but not the obligation) to enter the Premises and carry out Lessee’s Additional Work for the account of Lessee, and all reasonable costs and expenses incurred by Lessor in so doing shall be paid by Lessee within ten (10) Business Days after demand thereafter by Lessor (which demand may be by way of installment as the work progresses) as Additional Rent hereunder.

10. ALTERATIONS.

10.1. Lessee shall not, without first obtaining Lessor’s written consent, make or perform, or permit the making or performance of, any alterations, installations, improvements, additions and/or other physical changes in, to or upon the Building, interior or exterior, or the Premises or any portion thereof (“Alterations”), provided, however, that minor items of repair, adjustment and decoration not exceeding a cost of $50,000.00 for any one project (soft costs and hard costs together) shall not be deemed “Alterations” for the purposes of this Lease, but only if such minor items of repair are strictly non-structural in nature.

10.2. Notwithstanding the obtaining of Lessor’s consent to any Alterations, all Alterations shall be made and performed at Lessee’s sole cost and expense. Further, it is agreed, stipulated and understood (i) that together with Lessee’s request for Lessor’s consent to any Alterations, Lessee shall submit to Lessor detailed plans and specifications and such other information with respect to the proposed Alterations as Lessor shall reasonably request, (ii) that Lessor shall be provided with reasonable opportunity to bid with respect to carrying out of any Alterations, and (iii) that if the Alterations are not to be carried out by Lessor, then Lessee shall deliver notice to Lessor of the name and address of the proposed contractor, and if Lessor objects to such contractor carrying out Alterations to the Premises and can show reasonable grounds for such objection (which shall not be simply based upon professional competition) then Lessee shall not employ such contractor to carry out the Alterations in question.

10.3. Prior to the commencement of any proposed Alterations, Lessee shall furnish to Lessor duplicate original policies of (or Certificates of Insurance evidencing) worker’s compensation insurance covering all persons employed by Lessee in connection with such Alterations, including those to be employed by all contractors and subcontractors and such poli