LEASE

Exhibit 10.1

LEASE

THIS LEASE (“ Lease ”), made and entered into this 28th day of August, 2009, between NORTHBROOK COMMERCIAL PROPERTIES, LLC , an Illinois limited liability company, with offices located at 1818 Skokie Blvd., Northbrook, Illinois, 60062, (hereinafter called “ Landlord ”) and NANOSPHERE, INC. , a Delaware corporation, having an address at 4088 Commercial Ave., Northbrook, IL 60062 (hereinafter called “ Tenant ”);

1. Premises.

A. Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord, 40,945 rentable square feet of space (including 145 square feet of shared dock space) as depicted in the floor plan attached hereto has Exhibit A (hereinafter the “Premises”) in the building owned by Landlord and located at 4080-4100 Commercial Avenue, Northbrook, IL, (hereinafter the “Building”), which Building, consists of 83,172 rentable square feet.

B. Landlord hereby grants to Tenant, during the Term of this Lease or any extension thereof, in a ratio of 3.5 parking spaces per 1,000 square feet of rentable space leased by Tenant, the non-exclusive use in common with other tenants or occupants of the Building of 143 parking spaces for use by Tenant’s employees, invitees, visitors and agents of the parking spaces adjacent to the Building.

2. Term.

The term of this Lease shall be for a period of four (4) years, which term shall commence on June 1, 2010 (hereinafter “Commencement Date”) and end on May 31, 2014; (hereinafter “Term”) said Term subject to extensions pursuant to agreement of the parties or any option hereinafter set forth.

3. Base Rent.

Tenant shall pay to Landlord a late charge equal to One Thousand Two Hundred and 00/100 Dollars ($1,200.00) for any installment of monthly Base Rent (defined below) or any other amount payable under this Lease that is paid late as liquidated damages to compensate Landlord for costs and inconveniences of special handling and disruption of cash flow. Late charges and interest in the amount of the higher of either ten percent (10%) per annum or prime rate plus two points per annum as declared from time to time by The Northern Trust Bank located in Chicago, Illinois shall commence on the fifth business day of each calendar month. In any two (2) year period during the Lease Term, Tenant shall not be charged late fees or interest on two (2) late payments so long as Tenant pays the late amount within three (3) days after receipt of a notice indicating a late payment.

A. Base Rent — Initial Term.

During the initial Term of the Lease, Tenant will pay to Landlord, in advance and without demand at the office of the Landlord or at such other place as Landlord from time to time may notify Tenant in writing, monthly base rent, (hereinafter “ Base Rent ”) payable on the first day of each calendar month pursuant to the following schedule:

with appropriate proration of Base Rent if the initial Term or any portion of the Term hereof should commence on a date other than the first day of a calendar month. The first day of month one (1) shown above is the Base Rent Commencement Date per Section 3 B below. For purposes of this Lease, the term “Lease Year” means the one year period beginning on the Commencement Date and ending 364 days thereafter and the anniversary thereof each year.

B. Rent Commencement Dates.

Tenant shall commence paying Base Rent to Landlord for the Premises on the Commencement Date of June 1, 2010 (hereinafter the “ Base Rent Commencement Date ”). Tenant shall commence paying Additional Rent to Landlord for the Premises on the Commencement Date, (hereinafter the “ Additional Rent Commencement Date ”).

C. Additional Rent.

In addition to the Base Rent required to be paid by Tenant under this Section 3, Tenant shall pay to Landlord as additional rent all other amounts required to be paid under the terms of this Lease and required to be paid by Tenant under Section 50 below, which amounts constitute costs for real estate taxes, insurance and common area maintenance. All amounts payable to Landlord under this Lease constitute rent and shall be payable without notice, demand, deduction or offset, except as set forth in this Lease, to such person and at such place as Landlord may from time to time designate by written notice to Tenant.

4. Condition of Premises/Landlord’s Work.

A. Tenant has occupied the Premises since on or about March 24, 2003 under a written lease agreement dated March 24, 2003. Landlord shall have no obligation to make any improvements or alterations to the Premises or the Building whatsoever prior to the Commencement Date, and Tenant accepts the Premises in an “AS IS” condition, with all faults; the foregoing, however, shall not relieve Landlord of its maintenance and repair obligations with respect to the Building as otherwise set forth in this Lease.

B.  Tenant Improvements. With respect to “ Tenant Improvements ”, Tenant agrees that all construction has been performed in a workmanlike manner with valid permits. If any improvements to the Building or Premises are required by the local municipality due to the Tenant Improvements or alterations requested by Tenant, such additional improvements shall be at Tenant’s expense.

5. Use.

Tenant shall have the right to use the Premises for any lawful purpose permitted by applicable zoning ordinances. Tenant in its use and occupancy of the Premises shall not

commit waste, nor overload the floors or structure, nor subject the Premises to any use which would tend to damage any portion thereof, provided such tendency to cause damage is reasonably foreseeable.

All of the portions of the Building made available by Landlord for use in common to tenants and their employees and invitees (“Common Areas”) shall at all times remain subject to Landlord’s exclusive control and Landlord shall be entitled to make such changes in the Common Areas as it deems appropriate, so long as access to the Premises is not materially changed and Tenant’s occupancy of the Premises for its desired use is not interrupted.

6. Security Deposit.

Tenant has deposited the sum of Seventy Five Thousand and 00/100 Dollars ($75,000.00) (hereinafter the “ Security Deposit ”) with Landlord. This Security Deposit will be returned to Tenant without interest within thirty (30) days after the expiration or earlier termination of the Lease and upon return of the Premises to Landlord in full compliance with the terms -of this Lease. In the event Tenant defaults under any provision of this Lease, Landlord may, after written notice to Tenant and after the expiration of applicable cure periods, apply all, or any part of the Security Deposit to amounts owed by Tenant hereunder. In the event Landlord elects to apply the Security Deposit as provided for above, Tenant shall promptly restore such deposit to the original amount. Landlord may, at its discretion, commingle such funds with its other funds.

7. Compliance.

Tenant shall, during the Term of this Lease conform the use Tenant makes of the Premises to all applicable laws, statutes, orders, ordinances, rules and regulations of all federal, state or political subdivisions having jurisdiction over the Premises, now in force or that may be enacted hereafter, provided that the provisions of this Paragraph 7 shall not require the Tenant to structurally rebuild, the Premises and/or the improvements forming a part of the Premises to make said Premises and/or improvements comply with any such laws, statutes, orders, ordinances, rules or regulations, unless such structural improvements are required due to the specific use that Tenant makes of the Premises. To Landlord’s knowledge, since the date that is two (2) years prior to the Commencement Date, Landlord has not received any written notice from any governmental body that the Building violates in any material respect any governmental law or regulation, which remains unresolved with the issuing governmental body.

8. No Waste or Damage.

Tenant shall not commit any waste upon or do any damage to the Premises. Tenant shall not use or permit the use of the Premises for any unlawful purpose. Tenant shall not permit any rubbish, refuse or garbage to accumulate or create a fire hazard in or about the Premises. In connection with its occupancy of the Premises, Tenant shall not use the Premises in violation of any laws, ordinances, regulations or orders of any duly constituted authorities of the city, county, state and federal government.

9.  Changes, Alterations and Additions.

(a) No material changes, alterations or additions shall be made to the Premises by Tenant without the prior approval of Landlord, which approval shall not be unreasonably withheld. For purposes of this Section 9, a “material” change, alteration or addition shall be a change that requires the expenditure of a sum in excess of Twenty-Five Thousand and 00/100 Dollars ($25,000.00). Prior to making any such changes, alterations or additions, Tenant shall submit written plans and drawings respecting same to Landlord and Landlord shall approve or disapprove same within fifteen (15) days after receipt thereof. All changes, alterations and additions shall comply with the applicable City, County and State laws, statutes, orders, ordinances, rules and regulations. Landlord agrees, if necessary, to join in any applications to governmental authorities for such permits as may be required to do the work contemplated in this Paragraph 9. Any Tenant Improvements, permanent additions to or alterations of the Premises, except removable paneling and wall fixtures and furniture and trade fixtures (and further excluding all signs, and goods and materials used in the Tenant’s business) shall become a part of the realty and belong to Landlord unless otherwise agreed by Landlord and Tenant. If Landlord so requests at least three (3) months before the expiration of the Lease, Tenant shall remove its Tenant Improvements and other alterations to the Premises at the expiration of the Lease and restore the Premises to an office condition or to such condition as existed immediately before the installation of the Tenant Improvements or alterations. In no event will Tenant be required to remove the labs existing in the Premises upon the Commencement Date. Tenant’s removable paneling and wall fixtures and furniture, trade fixtures, signs, laboratory equipment, goods and materials used in Tenant’s business shall at all times remain personal property and may be removed from time to time by Tenant provided, however, that Tenant shall be responsible for the cost of repair and restoration of any physical injury to the Premises caused by the removal of any such property. The furniture listed in Exhibit C to this Lease (the “Conveyed Furniture”) has been conveyed to Tenant and is the sole property of Tenant. The items listed in Exhibit D and in Exhibit E (collectively, the “ Landlord Equipment Inventory ”) to this Lease including the HVAC equipment not installed by Tenant, generators, UPS equipment, security system and fume hoods shall at all times remain the property of Landlord. Provided, however, all additional HVAC and Lab Infrastructure and Equipment (the “ Tenant’s Equipment Inventory ”) which is scheduled and identified in Exhibit E-1 attached hereto and which Tenant has previously installed in the Premises shall remain the property of Tenant. Tenant shall not be required to remove Tenant’s Equipment Inventory, provided, however, to the extent that Tenant elects to and actually does remove Tenant’s Equipment Inventory, Tenant shall be responsible for the cost of repair and restoration of any physical injury to the Premises caused by the removal of Tenant’s Equipment Inventory, subject to ordinary wear and tear. A detailed schedule of all of Tenant’s Equipment Inventory, signed and dated by Landlord and Tenant, is attached as Exhibit F.

(b) Attached hereto as Exhibit G is a complete inventory, signed and dated by Landlord and Tenant (the “ Furniture Inventory ”), of the Conveyed Furniture and of all laboratory furniture which has been purchased and installed by Tenant since March, 2003 (the “ Tenant’s Furniture ”). All of Tenant’s Furniture scheduled on the Furniture Inventory shall remain the property of Tenant. Tenant shall not be required to remove Tenant’s Furniture; provided, however, to the extent Tenant elects to and actually does remove any Tenant’s Furniture, Tenant shall be responsible for the cost of repair and restoration of any physical injury to the Premises caused by the removal of Tenant’s Furniture, subject to ordinary wear and tear.

(c) The Landlord and Tenant agree that the inventory items set forth in Exhibits C, D, E, F and G may be expanded and supplemented by either Landlord or Tenant, as applicable, to the extent either party can demonstrate, to the reasonable satisifaction of the other party, that such inventory is owned by and has been acquired and installed by such party. To the extent Tenant or Landlord acquires and installs any future inventory itmes in the Premises or the Building (the “ Additional Inventory Items ”), such Additional Inventory Items shall be added by amending the appropriate Exhibit and attaching such amended Exhibit to the Lease

(d) Tenant has installed certain cables and wires for its phones, data and other systems (the “ Cabling ”) in the Premises. Tenant agrees to identify and label all existing Cabling and shall provide landlord with a schematic diagram of all such Cabling within ninety (90) days after the Commencement Date. Provided Tenant has labeled all such Cabling and has provided Landlord with the schematic diagram, Tenant shall not be required to remove the Cabling upon termination of the Lease. Landlord and Tenant acknowledge that significant cabling existed in the Premises prior to Tenant’s lease of the Premises, and Tenant shall not be required to remove, identify or label the pre-existing cabling.

10. Ingress and Egress.

The Landlord grants to Tenant the nonexclusive right to ingress and egress to the Premises over (a) the existing streets and highways adjoining the Premises and (b) any and all portions of the property and the Building of which the Premises are a part. Tenant shall have full and unimpaired access to the Premises at all times, twenty-four (24) hours a day, seven (7) days a week, except as provided in Paragraphs 12, 16 and 17. The Landlord will not unreasonably interrupt or disturb any entrances, and will use all reasonable means to prevent any interruption, disturbance or deprivation by any third party.

11. Services.

In addition to the repairs set forth in Section 12, Landlord shall perform or provide the following services with respect to the Building;

(a) Maintenance of all Common Areas, including, without limitation, interior lobbies, loading dock, hallways, landscaping, the fire alarm system and parking areas;

(b) Water to the Premises;

(c) Snow and ice removal from outdoor common areas; and

(d) Access to the Premises at all times.

Notwithstanding anything contained herein to the contrary, in the event of any interruption of services (which interruption is within Landlord’s control) rendering all or any portion of the Premises untenantable, Tenant shall be entitled to an abatement of rent for the affected portion of the Premises at such time as the interruption exceeds five (5) business days.

12.  Repairs.

(a)  Landlord Repairs . Landlord, during the Term of this Lease and any extension thereof, shall make (i) all repairs and replacements to all structural portions of the Premises and Building, including, but not limited to, the exterior walls (including doors), roof and foundations, pipes and conduits, and utility installations, serving the Building and Premises, (ii) all repairs and replacements to all Common Areas, including without limitation all sidewalks, driveways, service areas and curbs (irrespective of any duty on the part of any governmental agency to make or order such repairs and replacements), and (iii) all repairs and replacements necessary to put and maintain the exterior of the Building and parking area (including, but not limited to, filling holes and resealing as necessary, but subject to normal wear and tear), including all improvements now or hereafter thereon, and all appurtenances thereto (including sewer and sewer connections, water and gas pipes and connections, electrical wires and connections) in a safe and tenantable condition and in good order and repair as expected for a comparable single story office flex building in the Northern Suburbs of Chicago, Illinois, except for those repairs made necessary by the negligent acts of the Tenant or its employees to the extent those repairs are not covered by Landlord’s insurance. Landlord shall make all repairs to the interior of the Premises which may be of a structural nature or which are caused by structural failures or movement, repairs to the interior of the Premises made necessary by leakage of the roof, or by leakage of any utility installation; provided, however, that Landlord shall not be obligated to make repairs for any structural damage caused by Tenant, its employees, invitees or agents. Upon the necessity for any of the foregoing repairs and/or replacements, whether Landlord learns of such necessity via notice from Tenant or otherwise, Landlord agrees to expeditiously make such repairs and/or replacements at Landlord’s sole cost and expense (i.e., not to be charged back to Tenant as part of common area cost). Landlord shall commence such repairs and/or replacements not later than five (5) business days after (or immediately after, in the event of imminent threat to person or property) Landlord learns or is notified of the need therefor, and shall diligently pursue such repairs and/or replacements to completion. Lawns, landscaping and shrubbery care and snow removal shall be the responsibility of Landlord and shall be a common area maintenance cost of which Tenant shall pay its proportionate share.

(b)  Tenant Repairs . Tenant, during the Term of this Lease and any extension thereof, agrees to keep in good order and repair all interior portions of the Premises (including overhead doors, docks contained within the Premises and the electric operators thereof,), except such repairs as under this Lease Landlord is required to make and except repairs which are made necessary because of faulty construction and except repairs which are the obligation of Landlord under Paragraph 16 of this Lease. Tenant shall also provide ordinary maintenance for the plumbing and light fixtures (within the Premises) and shall replace any interior glass (not part of the outside walls) which may be damaged or broken with glass of the same quality. Tenant, at Tenant’s cost, will be responsible for trash removal, janitorial and security for the Premises. In addition, Tenant shall (at Tenant’s cost and expense, but subject to the following paragraph 12(c)) maintain and repair (but not insure) the items listed in Exhibit D and Exhibit E as the Landlord Equipment Inventory that are being utilized by Tenant during the Term of this Lease. Tenant shall be solely responsible for repair, maintenance and replacement of Tenant’s Equipment Inventory (including, without limitation, HVAC equipment previously installed by Tenant and which in the future may be installed by Tenant) and Tenant’s Furniture. During the full term of this Lease and any renewal, Tenant, at Tenant’s sole cost and expense, shall obtain and keep in force, an annual maintenance contract (the “ Maintenance Contract ”) for service and routine maintenance of the HVAC systems and facilities serving the Premises. The Maintenance Contract shall be with a company reasonable acceptable to Landlord.

(c) Capital Repair and Replacement of Landlord Equipment Inventory. In the event that capital repairs or replacements are required to be made to any of Landlord Equipment Inventory, or if this equipment requires repairs or replacement of parts, or both, of a major or substantial nature (i.e., in excess of proper, periodic and normal maintenance and inspection), these repairs or replacements, or both, shall be made by Landlord, at Landlord’s initial expense. Examples of “parts of a major or substantial nature” are compressors, boilers and fan units. Upon Landlord’s completion of and payment in full of the cost of the repairs and/or replacements in question, Landlord may invoice Tenant for Tenant’s Share (defined below) of such cost, which invoice will be accompanied with reasonable substantiating backup material. Tenant shall pay such amount, as Additional Rent, within thirty (30) days after receipt of the invoice and backup materials. “Tenant’s Share” is a fraction, the numerator of which is the number of years (including partial years) remaining in the then-current term of the Lease, and the denominator of which is the useful life (as defined by MACRS IRS Tables) of such capital item.

(d) Self Help. Notwithstanding anything in Section 19(c) of this Lease to the contrary, in the event Landlord (i) fails to timely commence, or thereafter, to diligently pursue to completion, the repair or replacement of those items which are Landlord’s responsibility under Section 12(a) within five (5) business days after receiving written notice from Tenant of the need for such repair, replacement or maintenance or (ii) fails to consistently provide any of Landlord’s other maintenance obligations under this Lease within five (5) business days after receiving written notice from Tenant of the need for such repair, replacement or maintenance, Tenant shall have the right to undertake such repair, replacement or maintenance and submit the invoices for same to Landlord. Upon Landlord’s receipt and approval of the invoices for same (which approval may be withheld only if and to the extent that Landlord demonstrates that the cost for same is ten (10%) percent or more in excess of commercially reasonable cost; alternatively, and at Tenant’s sole election, approval shall be presumed if Tenant obtains competitive bids from at least three qualified contractors and engages the lowest bidder), and verification of payment by Tenant (the “ Approved Invoice ”) , Tenant shall receive a credit against the amount of Base Rent and Additional Rent due for the next full succeeding month or months in the amount of such Approved Invoice. Provided, if Landlord has commenced with such repair, replacement or maintenance within said five (5) business day period and diligently continues with same, Tenant shall not be entitled to undertake any such repair, replacement or maintenance.

13. Intentionally Deleted.

14. Utilities and Services.

Tenant shall pay for all water, heat, gas, fuel, electricity, telephone service, janitorial services and all other services in the nature of utility services supplied to the Premises for use by Tenant as well as services supplied to Tenant in the operation of its business, together with any taxes thereon. If any of such services are interrupted due to the fault of Landlord, its agents, employees, contractors or other tenants and such interruption continues for three (3) consecutive business days, and if, as a result of such interruption Tenant is unable to reasonably conduct its business in the Premises, then Tenant’s obligation to pay rent shall prospectively abate as to the portion of Tenant’s Premises which become untenantable until such services are restored.

15.  Inspection.

Tenant will allow Landlord, upon twenty-four (24) hour notice from Landlord, (except no notice shall be required in the case of an emergency), access to the Premises at reasonable times during normal working hours for the purpose of examining or exhibiting the same or making repairs Landlord is required to make or exhibiting same to lenders and prospective purchasers. Unless Tenant has given notice to Landlord to extend the Term of this Lease, Landlord may exhibit the Premises to prospective tenants at any time within one (1) year prior to the expiration of the lease Term or any extension thereof.

16. Damage or Destruction of Premises.

A. In the event of minor damage (less than fifty percent (50%) to the Premises by fire or any other cause which renders the Premises untenantable in part but Tenant is able in its reasonable judgment to conduct its business therein, and Tenant continues to occupy them in part, the rent shall be apportioned and reduced from the date the damage occurs in the proportion that the unoccupied portion of the Premises bears to the entire Premises until the damage has been repaired.

B. In the event of substantial damage (fifty percent (50%) or more) (including destruction) to the Premises by fire or any other cause which renders the Premises untenantable in whole or in such part that Tenant in its reasonable judgment deems it impracticable to conduct its business therein, the rent shall wholly abate and be apportioned from the date the damage occurs until the damage has been repaired.

C. In the event of either minor or substantial damage, unless this Lease is terminated as hereafter provided in Paragraph 16.D, hereof, Landlord shall commence within ten (10) days after the date the damage occurs (or within ten (10) days after receipt of such notice is given) to repair the Premises to the condition in which they were immediately prior to such damage, and Landlord shall complete such repair with due diligence and dispatch. If the damage is not repaired within a reasonable time or in any event within sixty (60) days from the date the damage occurs in the case of minor damage and one hundred twenty (120) days from the date the damage occurs in the case of substantial damage, Tenant shall have the right to terminate this Lease by giving Landlord written notice (served no later than thirty (30) days after such right to cancel and terminate arises) of termination.

D. In the event the Premises are damaged at any time during the last twelve (12) months of the initial lease Term or at any time during the last twelve (12) months of any extension term by fire or any other cause to the extent of fifty percent (50%) or more of the replacement value thereof as of the date such damage occurs, this Lease, hereof, may be terminated at the election of either Landlord or Tenant by giving notice in writing of such election to the other party within ten (10) days from the date the damage occurs. Upon such termination, any unearned rent or other payments paid in advance beyond the date of damage shall immediately he refunded to Tenant.

17. Condemnation.

A. If the whole or any substantial part (fifty percent (50%) or more) of the Premises shall be taken or condemned by any competent authority for any public use or purpose, the Term of this Lease shall end upon, and not before, the date when the possession of the part so

taken shall actually be required for such use or purpose. Current rent shall thereupon be apportioned as of the date of such termination.

B. If only an insubstantial part (less than fifty percent (50%) of the Premises shall be taken or condemned, and Tenant is able, in its reasonable judgment, to continue to operate its business in the Premises, and such taking or condemnation does not give Tenant the right to terminate this Lease, this Lease shall continue in full force and effect, and the rental due thereunder shall abate proportionately to the extent that Tenant is deprived of usable area either in the Premises or otherwise, and as of the date of such deprivation. If Tenant is not able, in its reasonable judgment, to continue normal business operation, Tenant may terminate this Lease immediately upon written notice to Landlord. In the event this Lease is not terminated under this Paragraph, Landlord shall, at Landlord’s sole cost and expense, restore the remaining portion of the Premises to the extent necessary to render them reasonably suitable for the purposes for which they were leased, and shall make all repairs to the Premises to the extent necessary to constitute the Premises a complete architectural unit.

C. In any such case, whether this Lease is terminated or not, each party shall be entitled to claim and receive an award of damages suffered by it by reason of such taking. Landlord shall be entitled to receive and retain the entire award or consideration for the affected lands and improvements and Tenant shall not have or advance any claims against Landlord for the value of its property or its leasehold estate or the unexpired term of this Lease or for costs of removal or relocation or business interruption expense or any other damages arising out of the taking or purchase. Nothing herein shall give Landlord any interest in, or preclude Tenant from seeking and recovering on its own account from the condemning authority, any award of compensation attributable to the taking or purchase of Tenant’s chattels or trade fixtures or attributable to Tenant’s relocation expense or loss of goodwill provided that any such separate claim by Tenant shall not reduce or adversely affect the amount of Landlord’s award. If any such award made or compensation paid to Tenant specifically includes an award or amount for Landlord, Tenant shall promptly account therefor to Landlord.

18. Landlord’s and Tenant’s Liability.

Landlord shall not be liable for damage to property of Tenant in the Premises and the common areas or for injury to person unless such damage or injury is caused by (A) Landlord’s failure to make repairs or perform any obligations which Landlord is obligated to make under this Lease or (B) is caused by the fault or negligence of Landlord, Landlord’s agents, employees, contractors, subcontractors, licensees or other authorized representatives.

Tenant shall not be liable for damage to property of Landlord in or around the Building (but excluding the Premises) and the common areas or for injury to person unless such damage or injury is caused by (A) Tenant’s failure to make repairs it is obligated to make under this Lease or (B) is caused by the fault or negligence of Tenant, its agent, employees, contractors, subcontractors, licensee or other representatives.

19. Default.

A. If any default of Tenant continues uncorrected for thirty (30) days (seven (7) days in the case of a default in the payment of rent or other amount due hereunder) after

receipt of written notice from the Landlord, stating with particularity the nature and extent of the default, the Landlord may cancel this Lease by written notice of cancellation; provided, however, that in the case of a non-monetary default which cannot be reasonably cured by Tenant within thirty (30) days, Tenant shall be granted an additional period of time within which to effect a cure so long as Tenant has commenced and is diligently pursuing a cure within the initial thirty (30) day period. No delay or omission of Landlord in exercising any right accruing upon any default of Tenant shall impair any such right or be construed to be a waiver thereof; and every such right may be exercised at any time during the continuance of such default. A waiver by Landlord of a breach or a default by Tenant under any of the terms and conditions of this Lease may be exercised at any time during the continuance of such default. A waiver by Landlord of a breach or a default under any of the terms and conditions of this Lease by Tenant shall not be construed to be a waiver of any subsequent breach or default or of any other term or condition of this Lease.

B. In the event of any default or breach of this Lease by Tenant, which continues beyond applicable cure periods, Landlord may, at any time thereafter, with or without notice or demand, and without limiting Landlord in the exercise of any right or remedy which Landlord may have by reason of such default:

(i) terminate Tenant’s right to possession of the Premises by any lawful means, in which case this Lease and the Term hereof shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. If Landlord terminates this Lease, Landlord may recover from Tenant (A) the worth at the time of award of the unpaid rent which had been earned at the time of termination; (B) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the value of the Premises for the balance of the Lease Term reduced to present value using the interest rate of ten percent (10%) per year; and (C) any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform its obligations under the Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, the cost of recovering possession of the Premises, expenses of releasing, including necessary renovation and alteration of the Premises, reasonable attorneys’ fees, any real estate commissions actually paid by Landlord. For purposes of this section, “rent” shall be deemed to be all monetary obligations required to be paid by Tenant pursuant to the terms of this Lease.

(ii) maintain Tenant’s right of possession in which event Landlord shall have the remedy which permits Landlord to continue this Lease in effect after Tenant’s breach and abandonment and recover rent as it becomes due,

(iii) collect sublease rents (or appoint a receiver to collect such rent) and otherwise perform Tenant’s obligations at the Premises, it being agreed, however, that the appointment of a receiver for Tenant shall not constitute an election by Landlord to terminate this Lease.

(iv) pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the state in which the Premises are located.

(v) No remedy or election hereunder shall be deemed exclusive, but shall, wherever possible, be cumulative with all other remedies at law or in equity.

(vi) Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this Lease would have expired if it had not been terminated hereunder.

C. Landlord shall not be in default under this Lease unless Landlord fails to perform obligations required of Landlord within thirty (30) days after written notice by Tenant (except in the case of an emergency, where Landlord must commence performance within twenty-four (24) hours after notice) to Landlord and to the holder of any mortgage or deed of , trust encumbering the Building whose name and address shall have theretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its cure, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period (or in the case of an emergency within twenty-four (24) hours after notice) and thereafter diligently pursues the same to completion. This Lease and the obligations of Tenant hereunder shall not be affected or impaired because Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike or other labor problems, acts of God, riot, insurrection, governmental actions or requirements, or any other cause beyond the reasonable control of Landlord, and the time for Landlord’s performance shall be extended for the period of any such delay.

D. In the event of a dispute between the parties which requires a party hereto to seek redress through an action at law or in equity (or to seek redress through a form of Alternative Dispute Resolution) the losing party shall pay, upon demand, all of the prevailing party’s costs, charges and expenses, including reasonable attorneys’ fees, incurred by such prevailing party in connection with the resolution of such dispute; provided, however, attorneys’ fees shall be due and payable only if the prevailing party is required to file suit due to default by the losing party. For purposes of this Paragraph, the term “losing party” shall mean the party which obtains substantially less relief than originally sought by such party in the legal or equitable action (or Alternative Dispute Resolution forum) and the term “prevailing party” shall mean the party which obtained substantially the relief sought by such party in the legal or equitable action (or Alternative Dispute Resolution forum).

20. Bankruptcy.

In the event the estate created hereby shall be taken in execution or by other process of law, or if Tenant shall be adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy law, or if a receiver or trustee of the property of Tenant shall be appointed by reason of Tenant’s insolvency or inability to pay its debts, or if any assignment shall be made of Tenant’s property for the benefit of creditors, then and in any of such events, Landlord may terminate this Lease by written notice to Tenant; provided, however, if the order of the court creating any of such disabilities shall not be final by reason of pendency of such proceeding, or appeal from such order, then Landlord shall not have the right to terminate this Lease so long as Tenant performs its obligations hereunder.

21. Indemnification.

Tenant shall indemnify and hold Landlord harmless from all loss, damage, cost, expense or liability (including reasonable attorneys’ fees, expenses and disbursements) incurred by Landlord arising out of or in connection with any injury to, or death of, any person, or damage to, or destruction of, property occurring in, on, or about the Premises, the Building in which the Premises are located and/or the property, and which injury, death, damage or destruction is caused by the acts or omissions of Tenant or Tenant’s employees, agents, contractors, subcontractors, licensees or other authorized representatives; except that Landlord shall be liable to Tenant for all loss, damage, cost, expense or liability (including reasonable attorneys’ fees, expenses and disbursements) incurred by Tenant arising out of or in connection with any injury to, or death of, any person, or damage to, or destruction of, property occurring in, on, or about the Premises, the Building in which the Premises are located, and the property, and which injury, death, damage or destruction is caused by the acts or omissions of Landlord or Landlord’s employees, agents, contractors, subcontractors, licensees or other authorized representatives, and shall indemnify and hold Tenant harmless therefor. A party’s obligation under this Paragraph to indemnify and hold the other party harmless shall be limited to the sum that exceeds the amount of insurance proceeds, if any, received by the party being indemnified. This Section 21 is expressly subject to, and modified by Section 22E below.

22. Insurance.

A. Landlord shall keep in effect, during the Term of this Lease:

(1) Insurance against damage to the Premises and the Building by fire and other risks now or hereafter embraced in extended coverage, in amounts sufficient to prevent Landlord from becoming a co-insurer, but in no event less than full replacement value (exclusive of the cost of excavations, foundations and footings);

(2) Insurance against such other hazards as, from time to time, are then commonly insured against for Premises similarly situated (due regard being given to the Premises’ height, type, construction and use), in the amount of at least Two Million Dollars ($2,000,000) in any one occurrence upon or in connection with the use or occupancy of the Premises resulting in bodily injury or death.

B. Tenant shall, at its expense, keep in effect during the Term of this Lease or any extension thereof, the following insurance in standard form policies, with an insurance company authorized to do business in the State in which the Premises are situated.

(1) Comprehensive public liability insurance in the amount of at least Two Million Dollars ($2,000,000) in any one occurrence upon or in connection with the use or occupancy of the Premises resulting in bodily injury or death.

(2) Comprehensive property damage insurance covering liability or damage in any one occurrence occurring upon or in connection with the use or occupancy of the Premises to all property in at least the sum of Two Million Dollars ($2,000,000).

(3) All risk contents coverage (or Tenant may act as a self-insurer with respect to such all risk insurance) on Tenant’s personal property, equipment, furnishings, fixtures, and other chattels located or to be located in the Premises.

(4) The required statutory amount of worker’s compensation insurance.

C. All policies of insurance required to be maintained by Landlord and Tenant pursuant to this Lease other than B(4) above, shall name the other party as an additional insured as their respective interests may appear (and if requested by Landlord shall bear appropriate endorsements to protect Landlord’s mortgagee).

D. Landlord and Tenant shall each furnish, a certificate or certificates of insurance evidencing the existence the required coverage.

E. The parties release each other, and their respective authorized representatives, from any claims for damage to any person or to the Premises and the Building and other improvements in which the Premises are located, and to the fixtures, personal property, Tenant’s improvements, and alterations of either Landlord or Tenant in or on the Premises and the Building and other improvements in which the Premises are located that are caused by or result from risks insured against under any insurance policies carried by the parties and in force at the time of any such damage.

Each party shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by any policy. Neither party shall be liable to the other for any damage caused by fire or any of the risks insured against under any insurance policy required by this Lease.

Landlord and Tenant intend, and hereby agree, that the risk of loss or damage to property shall be borne by the parties’ insurance carriers. It is hereby agreed that Landlord and Tenant shall look solely to, and seek recovery from, only their respective insurance carriers in the event a loss is sustained for which Property Insurance is carried or is required to be carr