LEASE AGREEMENT

Exhibit 10.40

LEASE AGREEMENT

THIS AGREEMENT (“Lease”), made the 19 ^th day of January two thousand and seven (2007), by and between PAINTERS’ CROSSING THREE ASSOCIATES, L.P. , (hereinafter called Landlord”), of the one part, and ENDO PHARMACEUTICALS INC. , (hereinafter called “Tenant”), a Corporation, (incorporated in Delaware), of the other part.

1. DEMISED PREMISES.

Landlord does hereby demise and let unto Tenant the Lot with folio #04-00-00349-05 ,containing approximately plus/minus four and three thousand two hundred forty one-thousandths (4.3241+/-) acres (“Land”), 300 Endo Blvd., in the Painters’ Crossing Office Campus including a building to be constructed thereon, in accordance with Paragraph 8 hereof, to be known as Painter’s Crossing Three Building (“Building”) consisting of approximately 48,600 square feet as shown on Exhibit “A” attached hereto and made a part hereof (“Land” and “Building” are hereinafter collectively referred to as the “Demised Premises”) in the Township of Chadds Ford, the County of Delaware, in the Commonwealth of Pennsylvania, to be used and occupied as office space and for no other purpose.

2. TERM.

a. Term. The Lease shall be for a term of ten (10) years (hereinafter called “Demised Term”) beginning on the “Commencement Date”, as hereinafter defined, and ending on the last day of the 120 ^th full month following the Commencement Date (“Expiration Date”), at the rent as hereinafter set forth.

b. Commencement Date. The Commencement Date shall be on or after April 1, 2008, when Landlord delivers possession of the Demised Premises with a substantially completed Building to Tenant.

If the Commencement Date would be on a Saturday, Sunday or a holiday, the Commencement Date shall be the first business day following such Saturday, Sunday or holiday. Within thirty (30) days after the Commencement Date, the parties shall confirm in writing the Commencement Date and the Expiration Date.

c. Substantial Completion. “Substantially Completed” shall mean: (I) the completion of improvements to the Demised Premises in accordance with the Plans (“Improvements”) so that: (a) Tenant can use the Demised Premises for its intended

purposes, and (b) the incomplete items shall be minor (for example, touch up plastering and painting of walls and ceilings, missing, chipped or broken fixtures, carpet repair or cleaning, mechanical adjustments to HVAC system and other similar Punchlist items); (ii) the Landlord has obtained a permanent certificate of occupancy; (iii) the Common Area Facilities are fully usable by tenant and (iv) the Demised Premises is in broom clean condition.

d. Inspection and Punchlist. After notice from Landlord of Substantial Completion, the parties shall inspect the Demised Premises and prepare a Punchlist of any items not completed in accordance with the Plans. Landlord will cause the contractor to complete the items on the Punchlist within thirty (30) days after the Commencement Date, provided that workmen and the necessary materials are available, but in no event shall such completion take longer than sixty (60) days; except for items which are incomplete because of special order requested by Tenant, and Landlord shall complete such special order items within thirty (30) days of receipt. This section does not apply to change order items. If such Punchlist items are not completed within sixty (60) days, Tenant may complete such items and bill Landlord for the cost. Landlord will be required to reimburse Tenant within thirty (30) days of receipt of such bill.

e. Notice. Landlord shall give Tenant ten (10) days notice of the estimated Substantial Completion date if it will be different from April 1, 2008. If the estimated Substantial Completion date changes at any time after Landlord has previously given notice, then Landlord shall give an additional ten (10) days advance written notice of the new estimated Substantial Completion date with the corresponding extension of time. In the case of an emergency causing delays in the last ten (10) days prior to the Commencement Date, Landlord shall give such notice as is reasonably possible.

3. SECURITY DEPOSIT.

The Tenant has deposited with the Landlord, at the signing of this Lease, the sum of Two Hundred Seven Thousand Seven Hundred Sixty Five and 00/100 Dollars ($207,765.00) as security for the full and faithful performance by the Tenant of all the terms of this Lease required to be performed by the Tenant. The Landlord may not commingle the Security Deposit with its other funds or monies. Landlord shall establish an interest-bearing account on behalf of Tenant and shall deposit Tenant’s security deposit in such account. The security deposit, plus interest, shall be returned to the Tenant after the expiration of this Lease, provided the Tenant has fully and faithfully carried out all of its terms. In the event of a bona fide sale of the Demised Premises, the Landlord shall have the right to transfer such security deposit to the purchaser to be held under the terms of this Lease, and the Landlord shall be released from all liability for the return of such security deposit to the Tenant.

4. ANNUAL BASE RENT.

During the first five (5) years of the Demised Term, the Annual Base Rent shall be One Million Two Hundred Forty Six Thousand Five Hundred Ninety and 00/100 Dollars ($1,246,590.00) lawful money of the United States of America, payable in monthly installments in advance during the said term of this Lease, or any renewal hereof, in sums of One Hundred Three Thousand Eight Hundred Eighty Two and 50/100 Dollars ($103,882.50) on the first day of each month, rent to begin on the Commencement Date. Rent due and payable without demand, or offset at the office of Landlord (Attention: Accounting Department).

During the last five (5) years of the Demised Term, the Annual Base Rent shall be One Million Four Hundred Fifty Five Thousand Five Hundred Seventy and 00/100 Dollars ($1,455,570.00) lawful money of the United States of America, payable in monthly installments in advance during the said term of this Lease, or any renewal hereof, in sums of One Hundred Twenty One Thousand Two Hundred Ninety Seven and 50/100 ($121,297.50) on the first day of each month, rent to begin on the first day after five (5) years following the Commencement Date. Rent due and payable without demand, or offset at the office of Landlord (Attention: Accounting Department).

5. ESCALATION.

If Landlord’s Operating Expense for any Operating Year shall be greater than the Operating Expense Allowance up to Four and 15/100 Dollars ($4.15) per square foot Tenant shall pay to Landlord as additional rent the Operating Expense Adjustment, being the difference between the Operating Expense and the Operating Expense Allowance. If Tenant occupies the Demised Premises or portion thereof for less than a full Operating Year, the Operating Expense Adjustment will be calculated in proportion to the amount of time in such Operating Year that Tenant occupied the Demised Premises.

Such Operating Expense Adjustment shall be paid in the following manner: within one hundred twenty (120) days following the last day of the first and each succeeding Operating Year (“Expense Adjustment Date”), Landlord shall furnish Tenant an Operating Expense Statement as defined below. Within thirty (30) days following the receipt of such Operating Expense Statement, Tenant shall

pay to Landlord as additional rent the Operating Expense Adjustment, if any, for such previous Operating Year. Commencing with the first month of the second Operating Year and each year thereafter, Tenant shall be obligated to pay to Landlord, on account of the Operating Expense Adjustment for such Operating Year, monthly installments in advance equal to one twelfth (1/12 ^th ) of Landlord’s estimate of the Operating Expense Adjustment for such Operating Year (“Estimated Operating Expense Adjustment”). Landlord shall provide Tenant with the Estimated Operating Expense Adjustment for the current year at the same time as Landlord provides Tenant with the Operating Expense Statement for the prior year. In the event that Tenant has not received the Estimated Operating Expense Adjustment statement prior to the commencement of the third month of the Operating Year, Tenant shall continue to pay the previous year’s Operating Expense Adjustment. However, Tenant shall be obligated to pay Landlord’s invoice for the monthly installment of Estimated Operating Expense Adjustment for the third month of the Operating Year (and the fourth month, if the Estimated Operating Expense Adjustment is not delivered by Landlord to Tenant before the beginning of the fourth month) within fifteen (15) days after delivery of the invoice for the Estimated Operating Expense Adjustment payments throughout the Operating Year and shall pay the eleventh and twelfth installments of the Operating Expense Adjustment during the first and second months of the succeeding Operating Year. On the next succeeding Expense Adjustment Date, Tenant shall pay to Landlord (or Landlord shall credit to Tenant) any deficiency (or excess) between the installments paid on account of the preceding year’s Estimated Operating Expense Adjustment and the actual Operating Expense Adjustment for such Operating Year.

As used in this Paragraph 5 and Section 1 (Reference Data) where applicable, the following words and terms shall be defined as hereinafter set forth:

a. Operating Year . Shall mean each calendar year, or such other period of twelve (12) months as hereafter may be adopted by Landlord as its fiscal year, occurring during the Demised Term.

b. Operating Expense Allowance . Shall mean Two Hundred One Thousand Six Hundred Ninety and 00/100 Dollars ($201,690.00) per year, Four and 15/100 Dollars ($4.15) per square foot An estimate of the first year’s operating costs is attached hereto as Exhibit “B”.

c. Operating Expense Statement . Shall mean a statement in writing signed by Landlord, setting forth in reasonable detail (1) the Operating Expense for the preceding Operating Year, (2) the Operating Expense Allowance and (3) the Tenant’s Operating Expense Adjustment for such Operating Year, if any, or portion thereof. The Operating Expense Statement shall constitute a final determination as between Landlord and Tenant of the Operating Expense and the Operating Expense Adjustment for any Operating Year.

d. Operating Expense . Shall mean the following expenses incurred by Landlord in connection with the operation, repair and maintenance of the Building and Land of which the Demised Premises is a part:

1. Wages, salaries, fees and other compensation and payments and payroll taxes and contributions to any social security, unemployment insurance, welfare, pension or similar fund and payments for other fringe benefits required by law or by union agreement (or, if the employees or any of them are nonunion, then payments for benefits comparable to those generally required by union agreement in first-class office buildings in the Philadelphia suburban area, which are unionized) made to or on behalf of all employees of Landlord performing services rendered in connection with the operation, maintenance, management and administration of the Building and the Land, which Landlord is obligated to perform under Paragraph 18(c) hereof and including, without limitation, payments made directly to or through independent contractors for performance of such services.

2. Maintenance and repair costs, repairs and replacements of building supplies and equipment, for the Land, including sidewalks and parking lots, all snow and rubbish removal, paving (including parking lots) and lawn and grounds landscape care, maintenance and upkeep and the costs of all labor, supplies, equipment and materials incidental thereto.

3. Real estate taxes and other taxes or charges levied in lieu of such taxes, general and special public assessments, charges imposed by any governmental authority pursuant to anti-pollution or environmental legislation, taxes on the rentals of the Building, or the use, occupancy or renting of space therein.

4. Premiums and fees for fire and extended coverage insurance, insurance against loss of rentals for space in the building of which the Demised Premises is a part and public liability insurance, all in amounts and coverages (with additional policies against additional risks) as may be required by Landlord or the holder of any mortgage on the building of which the Demised Premises is a part.

5. Water and sewer service charges and other utility charges for the Demised Premises.

6. Management fees in the amount of two percent (2%) payable to the managing agent for the building, if any, and if there shall be no managing agent or if the managing agent is a company affiliated with Landlord, the management fees that would customarily be charged for the management of the building by an independent, first-class managing agent in the Philadelphia suburban area.

7. The cost of operating and maintaining any sprinkler system installed to protect the Building.

8. Any regular or special assessments levied against the Building pursuant to any Declaration of Protective Covenants and Easements now or hereafter affecting the Land and any and all expenditures of Landlord in connection with the operation, repair or maintenance of the Land or the Building, which are a Landlord’s obligation pursuant to Paragraph 18(c) hereof, which are proper expenses in accordance with generally accepted accounting principles consistently applied with respect to the operation, repair and maintenance of the first-class office buildings in the Philadelphia suburban area.

Operating Expense shall be “net” and, for that purpose, shall be reduced by the amounts of: 1) any reimbursement or credit received or receivable by Landlord with respect to an item of cost that is included in Operating Expense (other than reimbursements to Landlord by Tenant pursuant to Operating Expense escalation provisions) and 2) any cash, trade, or quantity discounts received by Landlord in connection with the purchase of any goods, utilities, or services in connection with the operation of the Demised Premises.

To the extent that any item of Operating Expense is incurred in common with another building or lot in the same office park of Landlord, such items of expense shall be apportioned equitably among the properties in such office park.

If Landlord shall eliminate the payment of any wages or other labor costs or otherwise reduce the Operating Expense as a result of the installation of new devices or equipment, or by any other means, then in computing the Operating Expense the corresponding items shall be deducted from the Operating Expense Allowance for the Operating Year.

e. Operating Expense Exclusions . Notwithstanding the foregoing, “Operating Expense” shall not include expenditures for any of the following:

1. The cost of any capital addition made to the Building.

2. Replacements, repairs or other work occasioned by fire, windstorm or other insured casualty or hazard, to the extent that Landlord shall receive proceeds of such insurance.

3. Leasing commissions, advertising expenses and other costs incurred in leasing or procuring new tenants.

4. Repairs or rebuilding necessitated by condemnation.

5. Depreciation and amortization of the Building of which the Demised Premises is a part.

6. The salaries and benefits of executive officers of Landlord, if any.

7. All utilities other than water and sewer for the Demised Premises.

8. All costs and expenses for the Tenant Assumed Duties as defined in Paragraph 18(d).

6. ADDITIONAL RENT.

a. Tenant agrees to pay as rent in addition to the Annual Base Rent herein reserved any and all sums which may become due by reason of Tenant’s breach of Lease or the failure of Tenant to comply with all of the covenants of this Lease, especially, but not limited to the Tenant Assumed Duties set forth in Paragraph 18(d) and any and all damages, costs and expenses, including attorney’s fees, which the Landlord may suffer or incur by reason of any default of the Tenant or failure on Tenant’s part to comply with the covenants of this Lease.

b. Tenant further agrees to pay to Landlord as additional rent all sums due for repairs made to the Demised Premises, replacing of glass windows, doors, partitions, electric wiring and electric lamps, etc., the keeping of waste and drain pipes open and repairs and replacements to wash basins and plumbing, heating and air-conditioning apparatus, which are necessitated by or caused by misuse or abuse by Tenant, its agents, employees, contractees, visitors and licensees. The same shall be paid by Tenant to Landlord within fifteen (15) days after presentation by Landlord to Tenant of bills therefor.

c. Landlord will provide one initial lamping upon occupancy of the space by Tenant.

7. TIME AND PLACE OF PAYMENT.

Unless provided otherwise herein, all Annual Base Rent shall be payable in advance without prior notice or demand and without any set off whatsoever at the office of Landlord (or at such other place as Landlord may from time to time designate by notice in writing) and at the times provided for the payment of the Annual Base Rent as set forth above in Paragraph 4. All payments of rent by Tenant may be applied to Base Rent, additional rent, interest or penalties, if any, as Landlord deems appropriate. With respect to additional rent, if any owed by Tenant, Tenant shall pay such additional rent within fifteen (15) days of receipt of a bill from Landlord for such rent.

8. IMPROVEMENT OF DEMISED PREMISES.

a. Landlord’s Work . Landlord shall complete and prepare the Demised Premises for Tenant’s initial occupancy in a good and workmanlike manner in accordance with Building Plans (Exhibit “C”) to be attached hereto when completed utilizing a general contractor selected by Landlord. Exhibit “C” shall be initialed for acceptance by both Landlord and Tenant when completed.

b. Materials Used . Landlord shall use materials as outlined on a Schedule of Construction Specifications and Finishes for the completion of the Building Shell (Exhibit “D”), attached hereto and initialed for acceptance by both Landlord and Tenant. Any construction other than the Building Shell, shall be Tenant Fit-Up subject to the Tenant Fit-Up Allowance set forth below. Landlord reserves the right, however in the Building Shell and Tenant fit-up: (1) to make substitutions of material of equivalent grade and quality when and if any specified material shall not be readily and reasonably available, and (2) to make changes necessitated by conditions met in the course of construction, provided that Tenant’s approval of any change shall first be obtained (which approval shall not be unreasonably withheld) so long as there shall be general conformity with the Building plans and the Architectural Documents (as defined below) and Tenant’s intended use of the Demised Premises. Tenant’s approval must be given or denied (with reasons stated in the case of denial) within forty-eight (48) hours after request or approval shall be conclusively deemed to have been given.

c. Architectural Construction Documents. Tenant shall supply Landlord, for Landlord’s approval (which approval shall not be unreasonably withheld), a full set of Architectural Construction Documents (“Architectural Documents”) detailing Tenant’s Fit-Up of the Building Shell. Such Architectural Documents must be received by Landlord on or before April 1, 2007. The late submission of the Architectural Documents or changes in the Tenant Fit-Up requested after submission of the Architectural Documents by Tenant, may result in delaying the completion of the Demised Premises beyond the time set forth in Paragraph 9 hereof. Accordingly, the time set forth in Paragraph 9 for delivery of possession of the Demised Premises shall be extended to compensate for the additional time required to comply with the late Architectural Documents or changes in the Tenant Fit-Up requested after the submission of the Architectural Documents by Tenant. Such extension of time shall not be less than the same amount of time as set forth in any Construction Agreement or Change Order agreed to by Henderson Northeast Corp. and Tenant. Landlord shall not be liable for any damages resulting from the delay in delivery of the Demised Premises caused by the late submission of Architectural Documents or changes in Tenant Fit-Up requested after the submission of the Architectural Documents by Tenant and the Tenant may not terminate the Lease because of such delay.

Tenant shall be obligated to pay any expenses, charges and costs for Tenant Fit-Up and any changes, including redesigns or upgrades, to the Building Shell necessitated as a result of the requirements of the Architectural Documents, if such expenses, charges and costs exceed the amount of the Tenant Fit-Up Allowance.

d. Tenant Fit-up Allowance. Tenant is hereby granted an allowance up to a maximum of Thirty Five and 00/100 Dollars ($35.00) per square foot to be used for Tenant “Fit-Up” expense (“Tenant Fit-Up Allowance”) based on the Architectural Documents, as may be amended at Landlord’s approval, all of which Fit-Up shall be performed by Landlord. All plans and specifications prepared by Landlord’s contractors or subcontractors at the direction of Landlord, including, but not limited to, design fees, preliminary fees, engineering plans and construction documents, shall be charged against this allowance. To the extent that the expense of Tenant Fit-Up and changes, redesigns or upgrades as aforementioned exceeds the allowance, such excess expense shall be the sole responsibility of the Tenant. Tenant shall pay Landlord for such excess Tenant Fit-Up expense within thirty (30) days after presentation of invoice for such costs by Landlord.

e. Landlord and Tenant assign the obligations to comply with the provisions of the Americans With Disabilities Act and the regulations issued pursuant thereto (collectively the “ADA”) as follows:

(1) Tenant agrees to be responsible for compliance of the Demised Premises with the provisions of the ADA, including the removal of the barriers, ensuring access to areas of primary function, providing auxiliary aids and services to persons with disabilities which are needed for effective communication or for effective use, and compliance with other non-discriminatory requirements of the provisions of the ADA. In the event that Tenant desires to improve, alter or amend the Demised Premises so as to comply with the provisions of the ADA, Tenant shall so advise Landlord in seeking Landlord’s approval and consent to make such improvements, alterations or amendments to the Demised Premises.

Tenant agrees to indemnify and hold the Landlord harmless from and against from any all liabilities, costs, expenses, fines and penalties, including reasonable attorneys’ fees, that may be asserted against Landlord, including injury or death to persons and damages to property, and the cost of compliance with the provisions of the ADA, arising out of Tenant’s failure to comply with its obligations under this paragraph.

(2) Landlord shall be responsible for the compliance of the parking lot, entrance to the building and of the common areas to the provisions of the ADA.

9. POSSESSION.

If the Landlord shall be unable to give possession of the Demised Premises within thirty (30) days after the Commencement Date, because a certificate of occupancy has not been procured, or for any other reason whatsoever, the payment of rent by Tenant shall not commence until possession of the Demised Premises is given to or the Demised Premises is available for occupancy by the Tenant. The failure to give possession on the Commencement Date shall not affect the validity of this Lease or the obligations of the Tenant hereunder, except as stated in this paragraph, or extend the Demised Term of this Lease, provided, however, in the event Landlord is unable to give possession on or before September 1, 2008 then Tenant shall have the option of declaring the Lease terminated by giving Landlord written notification thereof by registered mail on or before September 5, 2008.

10. ALTERATIONS AND IMPROVEMENTS.

a. Tenant will not make any alterations, improvements or additions to or about the Demised Premises, or affix or attach any articles to or make any holes in or about the Demised Premises or the building of which the Demised Premises is a part without first having submitted plans for same to Landlord for its prior approval. If said plan receives Landlord’s approval, Landlord

alone will make or do the same on behalf of Tenant and for Tenant’s benefit, solely at the cost, expense and risk of Tenant unless otherwise provided in writing. Notwithstanding the foregoing, the parties agree that Tenant may make any non-structural alterations, non-structural improvements or non-structural additions to the Demised Premises that do not exceed $10,000.00 in cost without seeking and/or receiving Landlord’s approval. All alterations, improvements, additions or fixtures, whether installed, made or placed before or after the execution of this Lease, shall remain upon the Demised Premises at the expiration or earlier termination of this Lease and become the property of Landlord unless Landlord shall, at the time Landlord approves such alterations give written notice to Tenant to remove the same at the expiration of the Lease term, in which event Tenant shall remove the same at the expiration of the Lease term and restore the Demised Premises to the same good order and condition in which it now is; provided, however, trade fixtures may be removed if there is no existing default under this Lease.

b. Tenant will not lay any linoleum, oil cloth, rubber or other air-tight covering upon the floors of the Demised Premises, nor fasten articles to or drill holes or drive nails or screws into the walls or partitions of the Demised Premises; nor will Tenant paint, paper or otherwise cover or in any way mark, deface or break said walls or partitions; nor make any attachment to the electric lighting wires of the Demised Premises or building of which the Demised Premises is a part for storing electricity, running electric fans or motors or other purposes; nor will Tenant use any method of heating other than that provided by Landlord provided that Tenant may make such non-structural alterations, additions, improvements, and/or repairs to the extent that such non-structural alterations, additions, improvements, and/or repairs do not exceed $10,000.00 in cost. If Tenant desires to have telephone, telegraph or other similar wires and instruments installed on the Demised Premises, he shall notify Landlord, and Landlord will direct where and how the same are to be installed. Landlord reserves at all times the right to require Tenant to install and use in the Demised Premises such electrical protective devices and to change wires and their placing and arrangement, as Landlord may deem necessary, and further, to require compliance on the part of all using or seeking access to such wires with such rules as Landlord may establish relating thereto; and further reserves, in the event of non-compliance with such requirements and rules, the right to cut and prevent the use of any wires to which such non-compliance relates.

c. No contract entered into or that may be subsequently entered into by Landlord with Tenant, relative to any alterations, additions, improvements or repairs, nor the failure of Landlord to make such alterations, additions, improvements or repairs as required by any such contract, nor the making by Landlord or his agents or contractors of such alterations, additions, improvements or repairs shall in any way affect the payment of the rent or said other charges at the time specified in this Lease.

d. Items of a decorative nature, such as small pictures, are not intended to be prohibited by this paragraph.

11. SIGNS.

Tenant will not erect or place any sign, advertising matter, lettering, stand, booth, show case, or other matter of any kind in or upon the door, steps, vestibules, outside walls, outside windows or pavements of the Building . Tenant will not place any sign, advertising matter, lettering, or other matter of any kind upon the doors giving access into the Demised Premises or upon the interior walls of the Building without the prior written approval of Landlord. Notwithstanding the foregoing, after consultation with Landlord, Tenant may erect or place a sign containing its company logo on the exterior of the building providing it is in accordance with the Township ordinances and Tenant has obtained a permit therefor, if a permit is required. In addition, with the approval of Landlord, which approval shall not be unreasonably withheld, Tenant may erect a freestanding sign on the exterior of the Premises in accordance with the ordinance of the Township.

12. MACHINERY, WEIGHTS, LOCKS, INSURANCE RISKS.

a. Tenant will not use or operate in the Demised Premises any machinery that is in Landlord’s opinion harmful to the Demised Premises or Building. Normal office business machines are not intended to be prohibited by this clause.

b. Tenant will not place any weights in any portion of the Demised Premises which are in Landlord’s opinion beyond the safe carrying capacity of the Demised Premises.

c. Tenant will not place any additional locks upon any doors of the Demised Premises or permit any duplicate keys to the locks therein to be made unless access and copies are given to Landlord.

d. Tenant shall not do or suffer to be done any act, matter or thing, or employ any person as a result of which the fire insurance or any other insurance now in force or hereafter to be placed on the Demised Premises, or any part thereof, or the building of which the Demised Premises are a part, shall become void or suspended, or whereby the same shall be rated as a more hazardous risk than at the date of execution of this Lease, or carry or have any benzine or explosive matter of any kind in and about the Demised Premises unless approved in advance in writing by Landlord.

13. REMOVAL OF GOODS.

a. Tenant will not remove or attempt to remove Tenant’s goods or property from the Demised Premises otherwise than in the ordinary and usual course of business, without having first paid and satisfied Landlord for all rent which may be due or become due during the entire term of this Lease.

14. COVENANTS OF TENANT .

Tenant covenants and agrees that it will without demand:

a. Payment . Pay the rent and all other charges herein reserved as rent on the days and times and at the place that the same are made payable, without fail, and if Landlord shall at any time or times accept said rent or rent charges after the same shall have become due and payable, such acceptance shall not excuse delay upon subsequent occasions, or constitute or be construed as a waiver of any of Landlord’s rights. Tenant agrees that any charge or payment herein reserved, included or agreed to be treated or collected as rent and/or any other charges or taxes, expenses, or costs herein agreed to be paid by the Tenant may be proceeded for and recovered by the Landlord in the same manner as rent due and in arrears.

b. Care of Demised Premises . Keep the Demised Premises in the same good order in which they are when substantially completed as defined in Paragraph 2(c) hereof and inspected in accordance with Paragraph 2(d) hereof, reasonable wear and tear and damage by accidental fire or other casualty alone excepted. In the event of the failure of Tenant promptly to perform hereunder, Landlord may go upon the Demised Premises and perform such covenants, the cost hereof, at the sole option of Landlord, to be charged to Tenant as additional and delinquent rent.

c. Compliance of Laws . Comply with any requirements of any state or federal statute or local ordinance or regulation applicable to Tenant’s use of the Demised Premises, and save Landlord harmless from penalties, fines, costs or damages resulting from Tenant’s failure so to do.

d. Fire Protection . Use every reasonable precaution against fire.

e. Surrender of Demised Premises . Peacefully deliver up and surrender possession of the Demised Premises to Landlord upon the expiration or earlier termination of this Lease or any renewal thereof in broom clean condition and the same good order and condition in which Tenant is obligated to keep the same during the continuance of this Lease. Tenant will upon the expiration or earlier termination of this Lease or any renewal thereof remove all of his property from the Demised Premises so that Landlord may again have and repossess the same not later than noon on the day on which this Lease or the renewal thereof shall terminate or expire and will immediately thereafter deliver to Landlord at its office all keys for the Demised Premises.

f. Notice of Damage . Give to Landlord prompt written notice of any accident, fire, or damage occurring on or to the Demised Premises.

g. Janitorial Access . Intentionally deleted.

h. Agency for Leasing . Not cause or allow any agent to represent Tenant in any subletting or reletting of the Demised Premises other than an agent approved by the Landlord, if, with the permission in writing of Landlord, Tenant shall vacate or decide at any time during the Demised Term to vacate the herein Demised Premises prior to the expiration of this Lease, or any renewal hereof, and that should Tenant do so, or attempt to do so, the Landlord may remove any signs that may be placed on or about the Demised Premises by such other agent without any liability to Landlord or to said agent, the Tenant assuming all responsibility for such action.

15. RULES AND REGULATIONS.

The Rules and Regulations attached hereto as Exhibit “F” in regard to the said Demised Premises and/or building of which the Demised Premises is a part and the tenants occupying offices therein, and such amendments, additions and modifications thereof as may from time to time be made by Landlord) shall be deemed a part of this Agreement with the same effect as though written herein, provided such amended Rules and Regulations of operation do not effect Tenant’s rights enumerated in this Lease. Tenant covenants that said Rules and Regulations shall be faithfully observed by Tenant, Tenant’s employees, and all persons visiting the Demised Premises, or claiming under Tenant, the right being hereby expressly reserved by Landlord to add to, alter or rescind, from time to time, such rules and regulations, which changes in rules and regulations shall take effect only after ten (10) business days notice thereof in writing by the Landlord to Tenant.

16. ASSIGNMENT AND SUBLET.

a. Tenant, under penalty of instant forfeiture, shall not assign, mortgage or pledge this Lease, nor underlet or sublease the Demised Premises or any part thereof without the written consent of Landlord first had and obtained; nor after such written consent has been given shall any assignee or sublessee assign, mortgage or pledge this Lease or such sublease or underlet or sublease said Demised Premises or any part thereof without an additional written consent by Landlord; and in neither case without such consent shall any such assignment, mortgage, pledge, underletting or sublease be valid. Notwithstanding the foregoing, Tenant may assign this Lease or sublet the Demised Premises to a parent or subs