LEASE

THIS LEASE ("Lease") entered into as of the 20th day of December, 2005, between PARAGON 150 PIERCE STREET, L.L.C., a New Jersey limited liability company, with an address at One Paragon Drive, Suite 145, Montvale, New Jersey 07645 ("Landlord"), and DOV PHARMACEUTICAL, INC., a Delaware corporation, with its principal place of business at Continental Plaza, 433 Hackensack Avenue, Hackensack, New Jersey 07601 ("Tenant").

In consideration of the mutual covenants herein set forth, and intending to be legally bound, the parties hereto covenant and agree as follows:

1.   SUMMARY OF DEFINED TERMS .

The following defined terms, as used in this Lease, shall have the meanings and shall be construed as set forth below:

2.   PREMISES .  

Landlord does hereby lease, demise and let unto Tenant and Tenant does hereby hire and lease from Landlord the Premises for the Term, upon the provisions, conditions and limitations set forth herein.

3.   TERM .  

(a)   The Term of this Lease shall commence (the "Commencement Date") on the “Closing Date” under that certain Agreement of Purchase and Sale by and between Conopco, Inc. and Paragon 150 Pierce Street LLC, dated November 15, 2005. The Term shall expire on the last day of the tenth (10 ^th ) Lease Year (the “Expiration Date”). The Commencement Date shall be confirmed by Landlord and Tenant by the execution of a Confirmation of Lease Term in the form attached hereto as Exhibit "B". If Tenant fails to execute or object to the Confirmation of Lease Term within twenty (20) business days of its delivery, Landlord’s determination of such dates shall be deemed accepted.

4.   CONSTRUCTION BY LANDLORD .

(a)   Landlord, at Tenant’s expense (except as otherwise provided below), shall construct and do such other work in the Premises to prepare the Premises for Tenant’s use and occupancy (collectively, the "Landlord's Work") as required by Tenant, subject to and in accordance with the provisions of this Article 4. Tenant shall, at its sole cost and expense and subject to the Tenant Allowance (as hereinafter defined), cause its architect and/or engineer to prepare and deliver to Landlord an initial set of complete and coordinated plans and specifications for each aspect of Landlord’s Work (the “Initial Completed Plans”). The Initial Completed Plans shall contain sufficient detail of the proposed Landlord’s Work so as to enable Tenant’s architect and/or engineer to prepare final construction documents for Landlord’s Work. Landlord shall review the Initial Completed Plans and shall advise Tenant whether it approves or disapproves of the Initial Completed Plans within ten (10) business days of Tenant’s submission of same. In the event Landlord disapproves of the Initial Completed Plans, Landlord shall provide Tenant with the basis of its disapproval and Tenant shall resubmit revised Initial Completed Plans for Landlord’s approval in accordance with the terms of this Lease until such time as Landlord approves same. It is further agreed that, in the event Landlord shall fail to approve or disapprove of the Initial Completed Plans within said ten (10) business day period, Landlord shall be deemed to have approved of same. Upon Landlord’s approval of the Initial Completed Plans, Tenant shall, at its sole cost and expense and subject to the Tenant Allowance, cause its architect and/or engineer to prepare and deliver to Landlord final construction documents for Landlord’s Work based upon the approved Initial Completed Plans (the “Final Construction Documents”). Upon Landlord’s receipt of the Final Construction Documents, Landlord shall solicit bids for Landlord’s Work in accordance with the provisions of subparagraph (b) below. Upon completion of the bidding process as aforesaid, Landlord shall, together with its submittal of the documentation required under subparagraph (b) below, advise Tenant of the following: (i) the scheduled date by which Landlord anticipates it shall substantially complete Landlord’s Work (the “Stated Completion Date”) and (ii) the estimated Costs for Landlord’s Work (as determined under Article 4(b) below).

(b) Following the completion of the bidding process for Landlord’s Work , Landlord shall provide Tenant with the estimate from the general contractor designated by Landlord to perform Landlord’s Work (“Landlord’s General Contractor”) of the costs and expenses to perform Landlord’s Work based on the Final Construction Documents, including a 7% general conditions and 10% overhead and profit charge, and a Construction Management Fee payable to Landlord in the amount of two (2%) percent of the hard costs of Landlord’s Work   in connection with Landlord’s services in supervising, performing and/or reviewing all of Landlord’s Work (such costs and expenses are collectively herein referred to as the “Costs of Landlord’s Work”). Such submission shall include the bid packages from the proposed subcontractors in each category and Landlord’s notes and recommendations thereon. Tenant shall have the right to submit to Landlord a list of one (1) subcontractor for each trade to be involved in Landlord’s Work (which subcontractor Tenant would like to be included as one of the subcontractors from which Landlord shall request a bid as set forth above). In the event that Tenant submits to Landlord such list of subcontractors, Landlord and/or Landlord’s General Contractor shall include the one (1) subcontractor in each trade set forth on such Tenant’s list in its request for bids for each such trade. Notwithstanding the foregoing, in the event Tenant elects to include any specialized work as part of Landlord’s Work, Tenant may select a subcontractor to perform such specialized work (the “Specialized Subcontractor”) and Landlord and/or Landlord’s General Contractor shall coordinate and cooperate with the Specialized Subcontractor in order to permit the Specialized Subcontractor to perform its portion of Landlord’s Work simultaneously with the performance of Landlord’s Work. Tenant acknowledges that any subcontractor selected by Tenant pursuant to this Article 4(b) must be reputable, licensed and insured in the State of New Jersey. Within two (2) business days after submission of such information, Landlord and Tenant shall meet to discuss the Final Construction Documents, the pricing and the Stated Completion Date. Tenant shall advise Landlord, no later than five (5) business days after its receipt of the Final Construction Documents, whether it approves or disapproves the Stated Completion Date, the Costs of Landlord’s Work and whether Landlord is authorized to commence the performance of Landlord’s Work. Tenant shall be deemed to have accepted the same and authorized the performance of Landlord’s Work if it fails to respond to Landlord’s submission within said five (5) business day period. In the event Tenant disapproves all or any portion of Landlord’s submission, it is agreed that the parties shall immediately meet thereafter to discuss, in good faith, and agree upon a mutually acceptable Stated Completion Date and Costs of Landlord’s Work.

(c)   Promptly after Tenant has approved the Costs of Tenant’s Work, the parties have established the Stated Completion Date and Tenant has authorized Landlord to commence construction, Landlord shall obtain all permits and approvals required for Landlord’s Work and commence and diligently prosecute Landlord’s Work to completion. Landlord shall cause Landlord’s Work to be performed in a good and workmanlike manner, in compliance with all applicable laws, codes, ordinances, rules and regulations and in accordance with the Final Construction Documents. Landlord’s Work shall be deemed “substantially complete” on the date as of which the only items of Landlord’s Work to be completed are punch list items and Landlord provides Tenant with a certification from Landlord’s architect that Landlord’s Work has been substantially completed in accordance with the Final Construction Documents. Notwithstanding anything contained herein to the contrary, it is further agreed that in the event Landlord does not substantially complete Landlord’s Work by the agreed to Stated Completion Date, subject to Force Majeure and Tenant Delay, Tenant shall receive a rent credit in an amount equal to one day for each day after the Stated Completion Date until the date that Landlord’s Work is substantially completed. A “Tenant Delay” shall be defined as any delay in the fulfillment of any of the conditions to the occurrence of an obligation under this Article 4 which Landlord is responsible for fulfilling, to the extent that such delay is caused by: (i) Tenant’s failure to respond to a submission by Landlord within the time periods provided herein, (ii) any changes requested by Tenant after the final approval of Final Construction Documents; (iii) the negligence or misconduct of Tenant or any of its agents or employees; (iv) Tenant’s lack of cooperation in connection Landlord’s Work (such as Tenant’s failure to attend construction meetings or respond, in a timely manner, to Landlord’s request for information relating to Landlord’s Work); or (v) the performance of work by anyone employed or engaged by Tenant.

(d)   Landlord shall only be responsible for payment of a maximum cost of $2,673,720.00 (i.e., $20.00 per rentable square foot) (the “Tenant Allowance”) toward all Costs of Landlord’s Work and all “soft costs” as defined and to the extent permitted below. All such Costs of Landlord’s Work in excess of the Tenant Allowance, after first deducting costs and expenses incurred by Tenant for a third party provider for soft costs permitted to be applied against the Tenant Allowance, shall be borne by Tenant, and shall be paid to Landlord as follows: (i) twenty-five (25%) percent of such costs shall be payable by Tenant to Landlord prior to the commencement of Landlord’s Work, and (ii) the remaining seventy-five (75%) of such costs shall be payable by Tenant to Landlord in periodic installments, within thirty (30) days of Landlord’s presentation of bill and/or invoices with respect to such costs, such payment(s) to be based on a fraction, the numerator of which is the total amount of such excess costs and the denominator of which is the Costs for Landlord’s Work. If, however, the total Costs for Landlord’s Work is less than the maximum amount of the Tenant Allowance set forth above, then Landlord shall bear all such charges, and Tenant shall be paid an amount equal to the difference between the Tenant Allowance and the actual total cost of Landlord’s Work (it being understood and agreed by the parties hereto that such payment shall be made by Landlord’s Mortgagee (as hereinafter defined)in a single lump sum within forty-five (45) days of the satisfaction of the conditions set forth in this Lease). Tenant hereby acknowledges that not more than 35% of the Tenant Allowance shall be used for “soft costs”. The term “soft costs”, as used herein, shall generally include, without limitation, the fees and charges of any architects, engineers and other consultants engaged by Tenant in connection with the subject work; the fees and charges incurred in connection with obtaining governmental and quasi-governmental permits, authorizations and approvals; the costs and charges incurred in connection with the installation of Tenant’s data and telecommunication wiring and cabling in and about the Premises (or any portion thereof); and the costs and expenses incurred by Tenant in connection with the relocation, acquisition and installation of Tenant’s furniture, fixtures and equipment in the Premises (or any portion thereof). In the event portions of the Tenant Allowance are used for services and purposes other than for Landlord’s Work, such amounts shall be payable to Tenant (or the third party provider of such service) within thirty (30) days after delivery of an invoice or reasonable documentation therefor.

(a)   Tenant shall pay to Landlord without notice or demand, and without set-off, except as otherwise provided in this Lease, the annual Fixed Rent payable in the monthly installments of Fixed Rent as set forth in Article 1(e), in advance on the first day of each calendar month during the Term by wire transfer of immediately available funds pursuant to the wiring instructions annexed hereto as Exhibit “C”.. In the event Tenant is unable to make any such payment by wire transfer, such amounts shall be forwarded to Landlord at the address set forth in Article 1(f) above. Notwithstanding the immediately preceding sentence, the first full month's installment and any initial partial month and the Letter of Credit shall be delivered to Landlord upon the execution of this Lease by Tenant.

(b)   In the event any Fixed Rent or Additional Rent, charge, fee or other amount due from Tenant under the terms of this Lease are not paid to Landlord within 7 days of when due more than once in any twelve (12) month period, Tenant shall also pay as Additional Rent a service and handling charge equal to five (5%) percent of the total payment then due. The aforesaid late fee shall begin to accrue on the initial date of a payment due date, irrespective of any grace period granted hereunder. This provision shall not prevent Landlord from exercising any other remedy herein provided or otherwise available at law or in equity in the event of any default by Tenant.

(c)   (i) Prior to the transfer of title to the Premises to Landlord, Tenant shall deliver to Landlord, an unconditional, irrevocable, stand-by letter of credit (the “Letter of Credit”) in the amount specified by Article 1(g) hereof, to serve as collateral for the full and faithful performance and observance by Tenant of all of the terms, conditions, covenants and agreements of this Lease. The Letter of Credit must conform to the requirements of Article 5(c)(ii), below, and the rights and obligations of the parties with respect to the Letter of Credit shall be governed by the provisions of Article 5(c)(iii), (iv), (v) and (vi), below. Provided that no default has occurred under this Lease on the part of Tenant beyond the expiration of applicable notice and cure periods provided for herein for the cure thereof, Tenant shall have the right to reduce the amount of the Letter of Credit to $2,807,000.00 upon Tenant providing Landlord with evidence acceptable to Landlord and Landlord’s Mortgagee that Tenant has achieved two (2) consecutive years of profitability of a minimum of $10,000,000.00, excluding non-cash charges for employee stock options.

(ii)   The Letter of Credit must conform to each the following requirements:

(A)   the Letter of Credit may only be issued by and drawable upon a commercial bank, trust company, national banking association or savings and loan association that maintains an office in   the State of New Jersey or in New York City   at which the Letter of Credit may be drawn upon (the "Issuing Bank") and shall be in substantially in the form annexed hereto as Exhibit “D”. Landlord hereby approves Bank of America or Bear Stearns as the Issuing Bank. The Issuing Bank must have outstanding unsecured, uninsured or unguaranteed indebtedness, or must have issued a Letter of Credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Moody’s Investors Service and “AA” or better by Standard & Poor’s Ratings Service (and is not on credit-watch with negative implications), and must then have combined capital, surplus and undivided profits of not less than $500,000,000;

(B)   the Letter of Credit shall indicate the address of the Issuing Bank in the State of New Jersey or in New York City where it can be drawn upon;

(C)   the Letter of Credit shall name Landlord as beneficiary under the Letter of Credit with its address at One Paragon Drive, Suite 145, Montvale, New Jersey 07645;

(D)   the Letter of Credit must be payable to Landlord or an authorized representative of Landlord upon presentation of only the Letter of Credit and a sight draft, and shall not contain as a condition to a draw the requirement of Landlord's certification or other statement as to the existence of Tenant's default;

(E)   the Letter of Credit must contain affirmative statements providing that (1) partial draws are permitted, and (2) the beneficiary may, from time to time, transfer or assign the Letter of Credit without the consent of Tenant or the Issuing Bank, and (3) upon transfer or assignment of the Letter of Credit by the beneficiary, neither the beneficiary nor its transferee/assignee shall be responsible for payment of any fees or charges imposed by the issuer in connection with such assignment. Moreover, Tenant hereby acknowledges and agrees that, in the event any such fees or charges are imposed by the issuer in relation to a transfer or assignment of the Letter of Credit and/or in relation to any addition, modification or deletion to the existing Letter of Credit, Tenant shall promptly pay such fees and/or charges and, in the event Tenant fails to pay same, the beneficiary or its transferee/assignee may apply a portion of the draw in satisfaction of such fees and/or charges;

(F)   the Letter of Credit shall be subject to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590;

(G)   the Letter of Credit shall be deemed to be automatically renewed, without amendment, for consecutive one year periods through a date that is not earlier than sixty (60) days after the Expiration Date of this Lease, or any renewal or extension thereof, unless written notice of nonrenewal of the Letter of Credit has been given by the Issuing Bank to Landlord (sent to Landlord via certified mail, return receipt requested). Upon the Issuing Bank's giving of such notice, if any, Tenant must replace the Letter of Credit with a new Letter of Credit, satisfying the requirements of this Article 5(c)(ii), at least thirty (30) days prior to the termination of the existing Letter of Credit. Failure by Tenant to replace the existing Letter of Credit as required herein shall constitute a default under this Lease and there shall be no notice or opportunity to cure said default. Thereupon, Landlord shall be permitted to draw upon the original Letter of Credit up to the full amount thereon;

(H)   the Letter of Credit must expressly state that all fees and expenses are for the account of Tenant and that the failure of Tenant to pay any such fees or expenses shall not affect the rights of the beneficiary thereunder; and

(i)   the original Letter of Credit to be delivered by Tenant upon execution of this Lease shall be in the amount set forth in Article 1(g) hereof, and shall not reference or set forth the schedule of reduced amounts set forth at the end of Article 5(c)(i). Rather, if and when Tenant becomes entitled to reduce the amount of the Letter of Credit then being held by Landlord pursuant to this Lease, Landlord shall, upon written request by Tenant, cooperate in good faith with Tenant and the Issuing Bank for the exchange of (x) the original Letter of Credit then being held by Landlord pursuant to this Lease, for (y) the appropriate amendment to, or replacement of, such Letter of Credit.

Tenant acknowledges and agrees that Landlord shall have no responsibility or liability on account of any error by the Issuing Bank.

(iii)   In the event Tenant defaults in payment of Fixed Rent, Additional Rent, or other sums due from Tenant to Landlord under this Lease, or in performance or observance of any other term, covenant, condition or agreement of this Lease, in either case after the expiration of applicable notice periods provided herein for the cure thereof, Landlord may notify the Issuing Bank and thereupon draw upon the Letter of Credit, in whole or in part, at Landlord’s election, and use, apply or retain the whole or any part of such monies to the extent required for the payment of any sums as to which Tenant is in default (including, without limitation, any damages or deficiency accrued before or after summary proceedings or other re-entry by Landlord) or for coverage or reimbursement of any sums which Landlord may expend or may be required to expend by reason of such default by Tenant. In the event Landlord so uses, applies or retains all or any portion of such monies represented by the Letter of Credit, Tenant shall forthwith restore the amount so used, applied or retained, upon delivery of written notice by Landlord detailing such use, application or retention, through delivery of a new or amended Letter of Credit which conforms to the requirements of Article 5(c)(ii), above. In the event Landlord shall not apply all of the proceeds of such Letter of Credit to cover Tenant's default as permitted hereunder, Landlord shall hold the unapplied portion of such proceeds as a security deposit under this Lease until such time as Tenant shall deliver a substitute Letter of Credit, in which case, Landlord shall return such proceeds to Tenant.

(iv)   In the event of a sale or lease of all or a portion of the Premises, Landlord shall have the right to transfer its rights under the Letter of Credit to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability in connection with the Letter of Credit; Tenant agrees to look solely to the new landlord with respect to the return of, or any dispute arising in connection with, such Letter of Credit; and the provisions hereof shall apply to each such transfer or assignment made of such rights to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the Letter of Credit. Any such assignment, encumbrance, attempted assignment or attempted encumbrance by Tenant shall be deemed void and of no force or effect, nor shall same be binding upon Landlord or its successors or assigns.

(v)   The acceptance of the Letter of Credit or the exercise of any remedies under this Article 5(c) by Landlord shall not be a limitation on Landlord's damages, remedies or other rights under this Lease, or construed as a payment of liquidated damages or an advance payment of Fixed Rent or any Additional Rent.

(vi)   Tenant shall cooperate, at Landlord’s sole cost and expense (except when the amount of the Letter of Credit is being reduced under subparagraph (c)(i) above or otherwise, in which case it shall be at Tenant’s sole cost and expense), with Landlord to promptly execute and deliver to Landlord any and all modifications, amendments, and replacements of the Letter of Credit, as Landlord may reasonably request to carry out the intent, terms and conditions of this Article 5(c).

(vii) Tenant shall have the right to replace the Letter of Credit with another equivalent form of collateral and/or security for this Lease, provided such replacement collateral and/or security is acceptable to Landlord and Landlord’s Mortgagee, in their sole and absolute discretion.

6.   ADDITIONAL RENT .

(a)   Commencing as of the first day of the second Lease Year, and in each lease year thereafter during the Term (as same may be extended), Tenant shall pay to Landlord Tenant’s Allocated Share of the following charges (“Recognized Expenses”), without deduction or set off, except as otherwise provided herein, to the extent such Recognized Expenses exceed those Recognized Expenses incurred during the Base Year set forth in Article 1(p) of this Lease:

(i)   Operating Expenses. All costs and expenses related to the maintenance, repair, operation, and management of the Premises incurred by Landlord, including, but not limited to:

(A)   All costs and expenses related to the operation, maintenance, repair or replacement of the Premises, including, but not limited to, lighting, cleaning the Building exterior and janitorial and cleaning services to the Building, trash removal and recycling, repairs, partial replacement and maintenance of the roof, parking areas, storm water management system, fire suppression and alarm systems, removing snow, ice and debris and maintaining all landscape areas (including replacing and replanting flowers, shrubbery and trees), maintaining, repairing and partially replacing all other exterior improvements at the Premises, all repairs and compliance costs necessitated by laws enacted or which become effective after the date hereof (including, without limitation, any additional regulations or requirements enacted after the date hereof regarding the Americans With Disabilities Act required of Landlord under applicable laws and rules and regulations and management fees (it being understood and agreed that, with respect to management fees only, any increases to the dollar amount of the management fee included in the Base Year shall be determined using a cost of living adjustment formula only).

(B)   All costs and expenses incurred by Landlord for environmental testing, sampling or monitoring required by statute, regulation or order of governmental authority as a result of the activities at the Premises of Tenant, an Affiliate or a Business Group (as such terms are defined in Paragraph 12(i) below) and/or the successors, assigns, or subtenants of Tenant, an Affiliate or a Business Group, excluding any costs or expenses incurred in conjunction with the spilling or depositing of any hazardous substance for which any other person or other tenant is legally liable.  

(C)   INTENTIONALLY DELETED.

(D)   All insurance premiums paid or payable by Landlord for insurance with respect to the Premises as follows: (a) fire and extended coverage insurance (including demolition and debris removal); (b) insurance against Tenant defaults, Landlord's rental loss or abatement (but not including business interruption coverage on behalf of Tenant) from damage or destruction from environmental hazards, fire or other casualty; (c) Landlord's commercial general liability insurance (including bodily injury and property damage) and boiler insurance; and (d) such other reasonable insurance as Landlord or any reputable mortgage lending institution holding a mortgage on the Premises may require that is customarily carried by prudent landlord of properties similar to the Premises. If the coverage period of any of such insurance obtained by Landlord commences before or extends beyond the Term, the premium therefore shall be prorated to the Term. Should Tenant's occupancy or use of the Premises at any time change and thereby cause an increase in such insurance premiums on the Building and/or Premises, Tenant shall pay to Landlord the entire amount of such reasonably documented increase, irrespective of the Base Year.

In no event shall Operating Expenses include:

(1) payment of principal, interest or other charges on mortgages or payment of any rent by Landlord on account of any ground lease encumbering the Premises; (2) advertising, marketing costs, and leasing commissions of Landlord or any affiliate; (3) costs for which Landlord is has the right to be reimbursed under insurance polices or otherwise by third parties; (4) legal and accounting expenses related to lease negotiations and enforcement of leases; (5) damages, penalties, fines, or interest that Landlord is obligated to pay by reason of any tort liability of Landlord, Landlord’s violation of applicable law or failure by Landlord to comply with its lease obligations or to timely pay any component of Operating Expenses; (6) salaries of executives or principals of Landlord; (7) charitable and political contributions; (8) compensations paid to any Building employee to the extent that the same is not fairly allocable to the work or service provided by such employee to the Premises; (9) taxes and any estate, succession, inheritance, profit, use, occupancy, gross receipts, rental, capital gains, and transfer taxes imposed upon Landlord; (10) any bad debt loss, rent loss or reserves for bad debts or rent loss; (11) any expenses which are not paid or incurred in respect of the Premises but rather in respect of other real property owned by Landlord or affiliates of Landlord, provided that with respect to any expenses attributable in part to the Premises and in part to other real property owned by Landlord (including, without limitation, salaries, fringe benefits and other compensation of Landlord’s personnel who provide services to both the Premises and other properties), Operating Expenses shall include only such portion thereof as are apportioned by Landlord to the Premises on a fair and equitable basis; (12) costs incurred with respect to a sale or transfer of all or any portion of the Premises or any interest therein or in any person of whatever tier owning an interest therein; (13) amounts paid to subsidiaries or other affiliates of Landlord for services to the Premises to the extent only that the costs of such services materially exceed the costs if such services had been rendered by an unaffiliated party; (14) capital expenditures relating to: (a) the expansion of the Building, (b) the replacement of the entire facade of the Building, (c) the replacement of the entire roof of the Building, (d) the replacement of the entire HVAC system in the Building or the replacement, at the same time, of all of the components of such system (except that the cost of replacing particular components of such system shall be included in Operating Expenses); or (e) compliance with applicable laws, codes, ordinances and regulations in effect prior to the Commencement Date; (15) capital expenditures principally designed to market the Premises for lease to a successor tenant or for sale or other transfer to a successor owner and not otherwise required in connection with Landlord’s maintenance, repair and replacement obligations under this Lease or necessary, in Landlord’s reasonable opinion, to prevent the deterioration or degradation of the Premises or the value thereof; (16) depreciation, amortization (except as otherwise expressly provided herein) and other non-cash charges; and (17) all costs of Landlord’s general corporate and general administrative and overhead expenses. It is further agreed that the costs of capital expenditures which are includable in Operating Expenses will not exceed $100,000.00 in any given Escalation Year (but, if in excess of $100,000.00, such excess cost(s) may be carried forward and included in subsequent Escalation Year(s) or will be payable by Tenant to Landlord upon the exercise of Tenant’s rights under Paragraph 35 hereof until such time as such excess is paid in full by Tenant).

(ii)   "Taxes" shall be the real estate taxes, assessments, special or otherwise, sewer rents, rates and charges, and any other governmental charges, general, specific, ordinary or extraordinary, foreseen or unforeseen, levied on a calendar year or fiscal year basis against the Premises. In no event shall Taxes include franchise, transfer, excise, estate, gift, income or profits taxes. If at any time during the Term the method of taxation prevailing at the date hereof shall be altered so that there shall be levied, assessed or imposed in lieu of, or as in addition to, or as a substitute for, the whole or any part of the taxes, levies, impositions or charges now levied, assessed or imposed on all or any part of the Premises (a) a tax, assessment, levy, imposition or charge based upon the rents received by Landlord, whether or not wholly or partially as a capital levy or otherwise, or (b) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon all or any part of the Premises and imposed on Landlord, or (c) a license fee measured by the rent payable by Tenant to Landlord, or (d) any other tax, levy, imposition, charge or license fee however described or imposed; then all such taxes, levies, impositions, charges or license fees or any part thereof, so measured or based, shall be deemed to be Taxes. Landlord shall pay all Taxes hereunder to the applicable governmental authority on or before the date that such sums would become delinquent under applicable law. Landlord shall provide evidence of payment of Taxes to Tenant promptly upon written request by Tenant.

(b)   Tenant shall pay, in monthly installments in advance, on account of Tenant’s Allocated Share of Recognized Expenses, the estimated amount of Recognized Expenses for such year in excess of the Base Year, as determined by Landlord in its reasonable discretion and as set forth in a notice to Tenant, such notice to include the basis for such calculation. Prior to the end of the calendar year in which the Lease commences and thereafter for each successive calendar year (each, an “Escalation Year”), or part thereof, Landlord shall send to Tenant a statement of projected Recognized Expenses in excess of the Base Year and shall indicate what Tenant’s projected share of Recognized Expenses shall be. Said amount shall be paid in equal monthly installments in advance by Tenant as Additional Rent commencing January 1 of the applicable Escalation Year. Upon Tenant’s request, Landlord shall meet with Tenant during December of each year, to review Landlord’s anticipated Operating Expenses for the EscalationYear next following. Landlord agrees, in good faith, to take into account any suggestions of Tenant regarding Recognized Expenses.

(c)   If during the course of any Escalation Year, Landlord shall demonstrate by evidence reasonably acceptable to Tenant that Recognized Expenses shall be different than that upon which the aforesaid projections were originally based, then Landlord shall be entitled to adjust the amount not more than twice in any such year by reallocating the remaining payments for such year, for the months of the Escalation Year which remain for the revised projections, and to advise Tenant of an adjustment in future monthly amounts to the end result that Recognized Expenses shall be collected on a reasonably current basis each Escalation Year.

(d)   By April 30th of each Escalation Year or as soon thereafter as administratively available, Landlord shall send to Tenant a statement of actual Recognized Expenses for the prior Escalation Year showing Tenant’s Allocated Share due from Tenant. Landlord shall use its reasonable efforts to provide Tenant with the aforesaid statements on or before April 30th of each Escalation Year; provided, however, if Landlord is unable to provide such statements by April 30th, Landlord shall not have been deemed to waive its right to collect any such amounts as Additional Rent. Notwithstanding the foregoing, in the event Landlord shall fail to provide a statement for a particular Escalation Year within two (2) years thereafter, Landlord shall be deemed to have waived its right to collect any such amounts for such Escalation Year. In the event the amount prepaid by Tenant exceeds the amount that was actually due, then Landlord shall issue a credit to Tenant in an amount equal to the over charge, which credit Tenant may apply to further payments on account of Recognized Expenses until Tenant has been fully credited with the over charge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord shall pay to Tenant the difference between the credit in such aggregate total. In the event Landlord had undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due, which amount shall be paid in full by Tenant within thirty (30) days of receipt.

(e)   Each of the Recognized Expenses amounts, whether requiring lump sum payment or constituting projected monthly amounts added to the Fixed Rent, shall for all purposes be treated and considered as Additional Rent and the failure of Tenant to pay the same as and when due in advance and without demand shall have the same effect as failure to pay any installment of the Fixed Rent and shall afford Landlord all the remedies in the Lease therefor as well as at law or in equity.

(f)   If this Lease terminates other than at the end of a calendar year, Landlord’s annual estimate of Recognized Expenses shall be accepted by the parties as the actual Recognized Expenses for the year the Lease ends until Landlord provides Tenant with actual statements in accordance with Section 6(d) above.

(g)   (i) If Landlord obtains a reduction in tax assessments and/or Taxes which results in a reduction in Taxes for any Escalation Year as a result of proceedings respecting applications filed or made on or after the date of execution of this Lease, then for purposes of calculating Tenant’s Allocated Share of Taxes due pursuant to this Lease for such Escalation Year, the Taxes imposed shall be reduced accordingly and, if Landlord shall receive any tax refund or remission in respect to the Taxes for any Escalation Year which Tenant has actually paid Tenant’s Allocated Share of the Taxes as herein provided then, provided Tenant is not in default hereunder beyond applicable notice periods provided for herein for the cure thereof, Landlord shall reimburse Tenant for Tenant’s Allocated Share thereof, after first deducting therefrom the share of Landlord’s cost and expense in procuring such refund or remission.

(ii)   Tenant shall not, without Landlord’s prior written consent, institute or maintain any action, proceeding or application in any court or body or with any governmental authority for the purpose of changing the Taxes. However, if Landlord has failed to commence such a proceeding by the thirtieth (30 ^th ) day prior to the final date to file challenges for the tax year in question and Landlord has not provided to Tenant in writing, upon Tenant’s written request, a reasonable justification (which reasonable justification shall include, without limitation, that there are less than three (3) years remaining in the term hereof) for not doing so prior to such thirtieth (30 ^th ) day and provided further that Tenant is leasing at least seventy-five (75%) percent of the square footage of the Building at such time, then Tenant shall be permitted to commence such a proceeding for the Escalation Year in question, at Tenant’s sole cost and expense, and upon prior written notice to Landlord. In the event Tenant commences such a proceeding as permitted herein, Tenant shall furnish Landlord with copies of all documents delivered and received by or on behalf of Tenant in connection with said proceeding and shall permit Landlord to participate in all negotiations and meetings with municipal officials and representatives regarding the same. Landlord agrees to cooperate with Tenant in commencing such a proceeding and to execute any documentation reasonably requested by Tenant in connection therewith. In the event any such action initiated Tenant is successful, then Tenant shall receive, or have credited against its rent thereafter due (at Landlord’s option) an amount equal to Tenant’s Allocated Share of any tax refund or credit obtained thereby to the extent said Taxes were actually paid by Tenant (after reimbursement to the appropriate party for legal fees and other out of pocket expenses). In any event, Tenant agrees that it will not stipulate or settle any proceeding initiated by Tenant unless the terms of such stipulation are agreed to, in writing, by Landlord, which shall not be unreasonably withheld or delayed.

(h)   Tenant shall have the right to audit the amount of the Recognized Expenses charged by Landlord for any year, provided such audit is performed in accordance with each of the following requirements: (i) as of time Tenant delivers its written objection under subparagraph (ii) below, Tenant shall have made timely payment of such Recognized Expenses within applicable notice and cure periods provided for herein; (ii) Tenant shall have delivered written objection to Landlord as to the amount of the subject Recognized Expenses (and of Tenant’s intent to exercise its audit right hereunder) within six (6) months of Tenant having received the annual statement for the subject Recognized Expenses; (iii) such audit shall be performed by employees of Tenant or a reputable firm of certified public accountants engaged by Tenant on a fee-paid basis (as opposed to a contingency fee basis); (iv) the accounting firm engaged by Tenant must execute and deliver to Landlord an undertaking, whereby such accounting firm (A) covenants not to disclose to any person or entity (other than Tenant) any information received by or made available to such accounting firm in connection with the audit, and (B) agrees not to solicit or accept engagement by other tenants of the Premises for the purposes of performing an audit on their behalf; (v) such audit is performed during regular business hours, upon prior appointment with Landlord and at Landlord’s record-keeping office; (vi) while Tenant’s auditor shall be permitted to review and copy the applicable books and records at Landlord’s record-keeping office, no such books or records be removed from such record-keeping office; and (vii) such audit is completed within ninety (90) days following the start thereof.

In the event that it is ultimately determined (by agreement of the parties or by a final court determination) that the actual Recognized Expenses for any year, as defined and chargeable to Tenant under this Lease, are less than the amount set forth in the statement of Recognized Expenses submitted by Landlord for such year, then Landlord shall reimburse Tenant for such overcharge within thirty (30) days of receipt of notice thereof. In the event that it is ultimately determined (by agreement of the parties or by a final court determination) that the actual Recognized Expenses for any year, as defined and chargeable to Tenant under this Lease, are more than the amount set forth in the statement of Recognized Expenses submitted by Landlord for such year, then Tenant shall reimburse Landlord for such undercharge within thirty (30) days of receipt of notice thereof. In the event that it is ultimately determined (by agreement of the parties or by a final court determination) that the actual Recognized Expenses for any year, as defined and chargeable to Tenant under this Lease, are less than the amount set forth in the statement of Recognized Expenses submitted by Landlord for such year by more than ten percent (10%), then Landlord shall reimburse Tenant for the actual and reasonable costs of such audit. In the event it is ultimately determined (by agreement of the parties or by a final court determination) that the actual Recognized Expenses are more than the amount set forth in the statement of Recognized Expenses submitted by Landlord for such year by more than ten percent (10%), then Tenant shall reimburse Landlord for its actual and reasonable costs in responding to such audit. Notwithstanding anything contained herein to the contrary, if this Lease is terminated as a result of Tenant’s default under this Lease, Landlord shall have no obligation to reimburse Tenant for any such overcharge nor any obligation to reimburse Tenant for the costs of such audit.

(i)   In calculating the Recognized Expenses as hereinbefore described, if for thirty (30) or more days during the preceding Lease Year (including the Base Year) less than one hundred (100%) percent of the rentable area of the Building shall have been occupied by Tenant, then the Recognized Expenses attributable to the Property shall be deemed for such Lease Year (including the Base Year) to be amounts equal to the Recognized Expenses which would normally be expected to be incurred had such occupancy of the Building been one hundred (100%) percent throughout such lease year, as reasonably determined by Landlord (i.e., taking into account that certain expenses depend on occupancy (e.g., janitorial) and certain expenses do not (e.g., landscaping)). Notwithstanding the foregoing, in the event the Building shall not be fully occupied during any Lease Year following the Base Year and, as a result thereof, the cost of those services that are based solely on occupancy are actually reduced, such occupancy-based costs shall not be “grossed up” for purposes of calculating Recognized Expenses under this Article 6. In no event however, shall Tenant be entitled to a reimbursement of Recognized Expenses should the Recognized Expenses for such Lease Year be less than the Recognized Expenses for the Base Year as a result of Landlord calculating Recognized Expenses in such a manner.

(j)   It is further agreed that the parties may, but shall not be obligated to, convert this Lease into a “net” lease at any time following the Base Year, subject to the prior written consent of Landlord’s Mortgagee and the parties entering into a mutually acceptable amendment to this Lease.

7.   UTILITY CHARGES .

From and after the Commencement Date, Tenant shall be responsible for payment of all costs and expenses incurred in connection with any utilities (the “Utilities”) provided to the Premises, including, without limitation, electricity, gas, and water necessary for Tenant’s use of the Premises. Tenant shall be responsible for all deposits required for such services. Tenant shall pay the service provider directly for all costs and expenses incurred in connection with the Utilities. Upon Landlord’s request, Tenant shall also promptly provide Landlord with evidence (such as paid receipts) that the Utilities have been so paid

Tenant’s obligations for the payment of the costs incurred for the Utilities used at the Premises prior to the termination of this Lease shall survive termination hereof. Except as otherwise provided in Section 14(h) below, Landlord shall not be liable for any interruption or delay in electric or any other utility service for any reason. Tenant shall have access to the Building and the Premises on a twenty-four (24) hour a day, seven (7) day a week basis.

(a)   Tenant shall have the exclusive right, at its sole cost and expense, to install signage on the Premises, including without limitation, its name and logo on the Building’s exterior facade and/or on a monument sign to be installed at the entrance to the Premises. All of Tenant’s signage, including any monument sign, shall be subject to applicable laws, regulations, ordinances and municipal approvals, as well as Landlord’s prior written approval (such approval not to be unreasonably withheld) as to size, color, content, illumination, composition, material and location. Tenant, at its sole cost and expense, shall obtain all required permits and approvals for all of Tenant’s signage. All such signs shall be placed, erected, maintained, repaired, replaced and removed by Tenant, at Tenant’s sole cost and expense.

(b)   Tenant may use and occupy the Premises only for the express and limited purposes stated in Article 1(k) above; and the Premises shall not be used or occupied, in whole or in part, for any other purpose without the prior written consent of Landlord; provided that Tenant's right to so use and occupy the Premises shall remain expressly subject to the provisions of "Governmental Regulations", Article 27 herein.

(c)   Tenant shall not overload any floor or part thereof in the Building, including any public corridors or elevators therein, bringing in, placing, storing, installing or removing any large or heavy articles. Landlord may require, at Tenant's sole cost and expense, supplementary supports of such material and dimensions as Landlord may deem necessary to properly distribute the weight. Landlord may also require, at the time such article is installed, that Tenant : (i) remove such large or heavy articles at the expiration or sooner termination of this Lease, and (ii) restore the Premises to the condition same existed prior to the installation of such large or heavy articles.

(d)   Tenant shall not install in or for the Premises or the Building, without Landlord’s prior written approval, any equipment which requires more electric current than Landlord is required to provide under this Lease, and Tenant shall ascertain from Landlord the maximum amount of load or demand for or use of electrical current which can safely be permitted in and for the Premises and/or the Building, taking into account the capacity of electric wiring in the Building and the needs of Building common areas (interior and exterior) and the requirements of other tenants of the Building, and shall not in any event connect a greater load than such safe capacity.

(e)   Tenant shall not commit or suffer any waste upon the Building or Premises or any nuisance.

(f)   Tenant shall also have the exclusive right for so long as Tenant is the sole occupant of the Building, to use the exterior paved driveways and walkways of the Building for vehicular and pedestrian access to designated parking areas of the Premises for the parking of automobiles of Tenant and its employees and business visitors, incident to Tenant's permitted use of the Premises.

(g)   Tenant shall have the exclusive right (provided Tenant remains the only tenant occupying space at the Building), subject to all applicable laws, to erect or place a telecommunications disk antenna or similar telecommunications equipment (the “Telecommunications Equipment”) on the roof of the Building, in accordance with the following provisions, which Telecommunications Equipment shall be designed in accordance with sound engineering standards and shall be subject to Landlord’s reasonable approval as to size, weight, location, screening, mounting and connection. Upon Landlord’s approval of any such Telecommunications Equipment, Tenant shall, at Tenant’s sole cost and expense, install such Telecommunications equipment, subject to the supervision of Landlord. Notwithstanding the foregoing, any penetration of the roof shall, at Landlord’s option but at Tenant’s expense, be performed by Landlord’s roofing contractor. Subsequent to the installation of the Telecommunications Equipment, Tenant shall comply with all applicable laws and keep the Premises free and clear from liens arising from or relating to such Telecommunications Equipment. Tenant shall also be responsible for procuring any licenses, approvals or permits as may be required by any applicable governmental authority for the installation and use of the Telecommunications Equipment and the related support systems. Landlord shall reasonably cooperate with Tenant, at Tenant’s sole cost and expense, in procuring such licenses, approvals and permits. Tenant shall, at its sole cost and expense, maintain, repair and replace the Telecommunications Equipment. Upon the expiration or sooner termination of this Lease, Tenant shall remove all Telecommunications Equipment and restore the roof and the Building to the condition it was in before any such installation.

(a)   Hazardous Substances.

Tenant may bring to, store, handle, manage, and use at the Premises, hazardous substances incidental to its normal business operations strictly in accordance with the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9501 et seq. (“CERCLA”); the Clean Air Act, 42 U.S.C. 7401 et seq.; the Water Pollution Control Act, 33 U.S.C. 1251 et seq. (the Clean Water Act “); and the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq.,(“ISRA”), and regulations promulgated pursuant to the foregoing, as any may be amended from time to time (collectively, the “Applicable Environmental Laws”). Landlord may conduct from time to time, and upon prior notice to Tenant, environmental inspections of the Property including, without limitation, testing of soils and groundwater. Landlord shall not unreasonably interfere with Tenant’s use of the Premises when conducting such inspections, provided such use is in accordance with the Permitted Uses. Tenant shall promptly send Landlord, upon delivery or receipt, a copy of all documents delivered to or received from any governmental agency concerning environmental matters and/or environmental conditions at the Property.

(b)   ISRA Compliance.

(A) Tenant hereby represents that its current NAICS Code is 541700. If Tenant’s operations at the Premises now or hereafter constitute an “Industrial Establishment” as defined under and subject to the requirements of ISRA, then prior to: (1) closing operations or transferring ownership or operations of Tenant at the Premises (as defined under ISRA), (2) the expiration or sooner termination of this Lease, or (3) any assignment of this Lease or any subletting of any portion of the Premises; Tenant shall, at its expense, comply with all requirements of ISRA pertaining thereto. Without limitation of the foregoing, Tenant’s obligations shall include (i) the proper filing of an initial notice under N.J.S.A. 13:1K-9(a) to the New Jersey Department of Environmental Protection (“NJDEP”) and (ii) the performance of all remediation and other requirements of ISRA, including without limitation all requirements of N.J.S.A. 13:1K-9(b) through and including (l).

(B)   The parties acknowledge and agree that, except as provided in subparagraph (D) below, pursuant to ISRA, Tenant shall be, and is hereby, designated the party responsible (the "Responsible Person") to comply with the requirements of ISRA with respect to the Premises, and that as a result, the NJDEP may compel Tenant to so comply. In addition, any failure of Tenant to provide any information and submission as required under Sections 13:1K-9 or 13:1K-11of ISRA shall constitute a default under this Lease. Any assignee or subtenant of Tenant shall be deemed to have, and by entering into such assignment or sublease, and/or by entering into possession of the Premises, does hereby, acknowledge that they shall be the Party Responsible, jointly and severally with Tenant, under the provisions of this Lease.

(C)   In the event that Tenant is not obligated to comply with Article 9(b)(A) of this Lease for any reason, including without limitation inapplicability of ISRA to Tenant, then prior to the expiration or sooner termination of this Lease or any subletting of any portion of the Premises, Tenant shall, at Tenant's expense, and at Landlord's option:

(i)   File with NJDEP an ISRA Applicability/Nonapplicability Affidavit seeking confirmation that the proposed termination, assignment or subletting shall not be subject to the requirements of ISRA. Any representation or certification made by Tenant in connection with the non-applicability letter request shall constitute a representation and warranty by Tenant in favor of Landlord and any misrepresentation or breach of warranty contained in Tenant's request shall constitute a default under this Lease; provided, however, if a non-applicability letter is not issued due to factors relating solely to the Premises or parties other than Tenant, then Tenant shall be deemed to have complied with this provision.

(ii)   If reasonably indicated by a reputable environmental consultant engaged by Landlord, at Landlord's expense, Tenant shall remove "hazardous waste" attributable to Tenant's occupancy at the Premises in a manner which complies with NJDEP requirements under ISRA, at Tenant's expense, as if ISRA applied to Tenant and/or the Premises.

(D)   In the event that Tenant is obligated, under this Article or otherwise, to perform and/or cooperate in performing any ISRA obligations and/or obtain and/or cooperate in obtaining any ISRA approval, by way of a non-applicability letter, "negative declaration", the performance of an approved remedial action work plan, the obtaining of a no further action letter, the performance under a remediation agreement and/or otherwise (collectively the "ISRA Obligations") and, prior to fully performing such ISRA Obligations, there occurs the scheduled expiration of the Term of this Lease or any other termination of this Lease other than as a consequence of Landlord’s breach hereof (collectively, a "Lease Termination"), and in the event (i) Landlord is obligated to deliver possession to a new tenant and (ii) Landlord is prevented from being able to deliver lawful possession because of such failure of Tenant to fully perform same, then Tenant shall, following such Lease Termination, pay, at the time and in the manner Fixed Rent payments were due during the term, an amount equal to: (i) Fixed Rent at twice the rate in effect immediately prior to such Lease Termination; and (ii) Additional Rent as provided under the Lease until such time as all such ISRA Obligations have been fully completed.

(E)   Any failure by Landlord to provide Tenant or NJDEP with any information in Landlord’s actual possession including, without limitation, ownership and operations history of the Premises since December 31, 1983 within thirty (30) days after written request therefor, or to consent, in a timely manner, to NJDEP’s entry onto the Premises for ISRA related purposes shall constitute a default under this Lease and such default shall excuse Tenant’s failure to obtain any documentation required under subparagraph (D) above.

In addition, upon written request of Landlord, Tenant shall cooperate with Landlord in obtaining Applicable Environmental Laws approval of any transfer of the Premises to the extent that such approvals are required by law. Specifically in that regard, Tenant agrees that it shall (1) execute and deliver all affidavits, reports, responses to questions, applications or other filings required by Applicable Environmental Laws and related to Tenant's activities at the Premises, (2) allow reasonable inspections and testing of the Premises during normal business hours, and (3) as respects the Premises, perform any requirement of Applicable Environmental Laws necessary for the receipt of approvals under Applicable Environmental Laws, provided the foregoing shall be at no out-of-pocket cost or expense to Tenant except for clean-up and remediation costs arising from Tenant's violation of this Article 9.

(d)   Additional Terms. In the event of Tenant's failure to comply in full with this Article, Landlord may, after written notice to Tenant and Tenant's failure to cure within thirty (30) days of its receipt of such notice, at Landlord's option, perform any and all of Tenant's obligations as aforesaid and all costs and expenses incurred by Landlord in the exercise of this right shall be deemed to be Additional Rent payable on demand and with interest at the Default Rate. This Article 9 shall survive the expiration or sooner termination of this Lease.

(a)   Except as set forth below, Tenant will not make alterations, improvements or physical additions (collectively, "Alterations") of any kind to any part of the Building or the Premises without first obtaining the written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed Landlord shall be deemed to have been reasonable in withholding its consent to any structural Alterations or Alterations to the Building systems including, without limitation, electrical, plumbing, heating, ventilation, air-conditioning and life safety systems if Landlord determines, in its sole discretion, that such Alterations will have a material and adverse affect on the structure and/or such systems or if such Alterations will diminish the value of the Premises (unless, only in the case of the value of the Premises being diminished, Tenant agrees or is otherwise required to (i) remove such Alterations upon the expiration or sooner termination of this Lease, and (ii) upon such removal, also restore the subject portion of the Building, and/or the Premises to its original condition in accordance with the terms hereof). Notwithstanding anything contained in this Article to the contrary, Landlord’s consent shall not be required in connection with any Minor Alteration or any Decorative Alteration. The term “Minor Alteration”, as used herein, means an Alteration which (i) is non-structural in nature; (ii) shall not affect the exterior or any structural portions or components of the Building or the Premises; (iii) shall not adversely affect the usage or proper functioning of any of the Building systems (including, without limitation, the heating, ventilation, air conditioning, plumbing, electrical, fire, health and life safety, sprinkler or security systems serving the Building or the Premises; (iv) shall not jeopardize health safety or life safety; (v) shall not require a change to the certificate of occupancy for the Building or Premises; (vi) shall not cause the Building or the Premises to be in violation of any applicable laws, codes, rules and regulations and (vii) costs less than $50,000.00 to perform. The term “Decorative Alteration”, as used herein, means any Alteration that is merely decorative in nature such as painting, wallpapering and carpeting or any Alteration involving low voltage cabling or data and telephone installations.   If Landlord approves Tenant's Alterations and agrees to permit Tenant's contractors to do the work, Tenant, prior to the commencement of labor or supply of any materials, must furnish to Landlord (i) a duplicate or original policy or certificates of insurance evidencing (a) general public liability insurance for personal injury and property damage in the minimum amount of $1,000,000.00 combined single limit, (b) statutory workman's compensation insurance, and (c) employer's liability insurance from each contractor to be employed (all such policies shall be non-cancelable without thirty (30) days prior written notice to Landlord and shall be in amounts and with companies satisfactory to Landlord); (ii) construction documents prepared and sealed by a registered New Jersey architect if such alteration causes the aggregate of all Alterations to be in excess of $50,000.00; (iii) all applicable building permits required by law; and (iv) an executed, effective Waiver of Mechanics Liens from such contractors and all sub-contractors in states allowing for such waivers or the cost of such alteration must be bonded by Tenant. In connection with all Alterations performed by Landlord, Landlord shall be entitled to collect the charges described in Article 4(b) above. In connection with all Alterations not performed by Landlord, Landlord shall be entitled to collect a supervisory fee equal to 1% of the cost of the Alteration in connection with Landlord’s services in supervising and review of such Alterations. Any approval by Landlord permitting Tenant to do any or cause any work to be done in or about the Premises or the Building shall be and hereby is conditioned upon Tenant's work being performed by workmen and mechanics working in harmony and not interfering with labor employed by Landlord, Landlord's mechanics or their contractors at the Premises. If at any time any of the workmen or mechanics performing any Alterations shall be unable to work in harmony or shall interfere with any labor employed by Landlord or its respective mechanics and contractors at the Premises, then the permission granted by Landlord to Tenant permitting Tenant to do or cause such Alterations to be done in or about the Premises or the Building, may be withdrawn by Landlord upon forty-eight (48) hours written notice to Tenant.

(b)   All Alterations (whether temporary or permanent in character) made in or upon the Premises or the Building, either by Landlord or Tenant, shall be Landlord's property upon installation and shall remain on the Premises or the Building, as applicable, without compensation to Tenant unless Landlord provides written notice to Tenant promptly after Tenant notifies Landlord of its intent to perform such Alterations to remove same at the expiration of this Lease, in which event Tenant shall promptly remove such Alterations and restore the Premises or the Building, as applicable, to good order and condition. All furniture, movable trade fixtures and equipment (including laboratory equipment, telephone, security and communication equipment system wiring and cabling) and other Alterations that Landlord required be removed at the time such Alterations were approved by Landlord shall be removed by Tenant at the termination of this Lease. All such installations, removals and restoration shall be accomplished in a good and workmanlike manner so as not to damage the Building. If Tenant fails to remove any items required to be removed pursuant to this Article, Landlord may do so and the reasonable costs and expenses thereof shall be deemed Additional Rent hereunder and shall be reimbursed by Tenant to Landlord within thirty (30) business days of Tenant’s receipt of an invoice therefor from Landlord.

Tenant will not suffer or permit any contractor's, subcontractor's or supplier's lien (a "Construction Lien") to be filed against the Building or any part thereof by reason of work, labor services or materials supplied or claimed to have been supplied to Tenant; and if any Construction Lien shall at any time be filed against the Premises or any part thereof, Tenant, within thirty (30) days after notice of the filing thereof, shall cause it to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. If Tenant shall fail to cause such Construction Lien to be discharged within the period aforesaid, then in addition to any other right or remedy, Landlord may, but shall not be obligated to, discharge it either by paying the amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding proceedings. Any amount so paid by Landlord, plus all of Landlord's costs and expenses associated therewith (including, without limitation, reasonable legal fees), shall constitute Additional Rent payable by Tenant under this Lease and shall be paid by Tenant to Landlord on demand with interest from the date of advance by Landlord at the Default Rate.

12.   ASSIGNMENT AND SUBLETTING .

(a)   Subject to the remaining subsections of Article 12, except as expressly permitted pursuant to this section, Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, assign, transfer or hypothecate this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void. Subject to Article 12(i) below, this Lease shall not, nor shall any interest herein, be assignable as to the interest of Tenant by operation of law or by merger, consolidation or asset sale, without the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything contained herein to the contrary, Landlord’s consent shall not be required in connection with any Minor Sublease, provided the terms and conditions of such Minor Sublease comply with the remaining provisions of this Lease and Tenant otherwise provides Landlord with written notice of all such subleases. The term “Minor Sublease”, as used herein, shall mean any proposed sublease which, when considered together with all other subleases that will be in effect on the commencement date of such proposed sublease, covers less than 35,000 rentable square feet of the Premises.

(b)   If at any time or from time to time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, except for a Minor Sublease or as permitted under paragraph (i) below, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, a description of such party’s business history, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be suble