LEASE AGREEMENT

Exhibit 10.4

LEASE AGREEMENT

     THIS LEASE AGREEMENT (this “ Lease ”) is made as of the 7 ^th day of May, 2007, by and between GP ROCK ONE, L.L.C., a Rhode Island limited liability company (“ Landlord ”) and NOVAVAX, INC., a Delaware corporation (“ Tenant ”).

WITNESSETH:

     WHEREAS, Landlord owns that certain improved real property known as Lot 4, Block A in The Johns Hopkins Belward Research Campus Subdivision, Montgomery County, Maryland (the “ Land ”), on which is constructed a building (the “ Building ”) containing approximately 51,181 rentable square feet located at 9920 Belward Drive, Rockville, Maryland 20850 (the Land and the Building being collectively referred to herein as the “ Premises ”); and

     WHEREAS, prior to the date hereof, Landlord leased all of the Premises to HUMAN GENOME SCIENCES, INC., a Delaware corporation (“ HGS ”) pursuant to the terms of a certain Lease Agreement dated December 19, 2000, as amended by a certain First Amendment to Lease dated March 23, 2001 (collectively, the “ HGS Lease ”), and, in turn, HGS subleased all of the Premises to Tenant pursuant to the terms of a certain Sublease dated October 6, 2006 (“ Sublease ”) by and between HGS, as sublandlord, and Tenant, as subtenant; and

     WHEREAS, on or about the date of this Lease (i) Landlord and HGS have terminated the HGS Lease, (ii) HGS and Tenant have terminated the Sublease, and (iii) Landlord and Tenant have agreed to enter into a direct lease upon the terms and conditions set forth below, including, without limitation, the terms set forth in the Lease Addendum of even date herewith, attached hereto as Exhibit A , and incorporated by reference herein.

     NOW, THEREFORE, in consideration of the rents, covenants and agreements herein contained, Landlord does hereby lease and demise the Premises unto Tenant and Tenant hereby takes and leases the Premises from Landlord on the terms and conditions herein contained.

     1.  Lease Term and Lease Year .

          A.  Lease Term . The term of this Lease (the “ Lease Term ”) shall commence on the Initial Delivery Date (as defined below) (the “ Lease Commencement Date ”) and, unless otherwise set forth herein, shall expire on the last day of the month which is six (6) years following the Full Delivery Date (as defined below), except that if the Full Delivery Date is not the first day of a calendar month, then the Lease Term shall expire on the last day of the sixth (6 ^th ) year following the first day of the first full month following the Full Delivery Date (the “ Lease Expiration Date ”). The “ Initial Delivery Date ” shall mean the later of the third (3 ^rd ) business day following satisfaction of the contingencies described in paragraph 31 below or the date upon which the Initial Delivery Areas are “ Delivered ” (as defined below) in accordance with subparagraph 4A . The “ Full Delivery Date ” shall be the third (3 ^rd ) business day following “ Delivery ” (as defined below) of the balance of the Premises other than the “ Select Areas ” (as defined below). Tenant shall have the option to extend the Lease Term in accordance with the provisions of paragraph 26 below. “ Delivery ”, “ Deliver ” and “ Delivered ” shall mean the date on which all obligations of Landlord pursuant to this Lease have been met under paragraph 4 with respect to the Initial Delivery Areas, the Lab Areas and the Select Areas, as applicable.

          B.  Lease Year . The term “ Lease Year ” shall mean each twelve (12) month period commencing on the first day of the first full month following the Full Delivery Date. The first Lease Year shall also include the number of days between the Full Delivery Date and the last day of the month in which the Full Delivery Date occurs.

          C.  Certificate of Commencement . Within ten (10) days following the date the Initial Delivery Areas (as defined below) of the Premises have been Delivered to Tenant, the parties shall execute a certificate in the form attached hereto as Exhibit B certifying as to the Lease Commencement Date and the Initial Delivery Date, which are one and the same. Within ten (10) days following the date the remainder of the Premises (other than the Select Areas) has been Delivered to Tenant, the parties shall execute a certificate in the form attached hereto as Exhibit C certifying as to the Full Delivery Date and the Lease Expiration Date. Additionally, within ten (10) days following the Delivery of each portion of the Lab Areas and the Select Areas, as the case may be, to the Tenant, the parties shall execute a certificate in the form attached hereto as Exhibit D certifying as to the date of the respective Deliveries. All such certificates shall be attached hereto and incorporated by reference herein. [As of the date of this Lease ( i ) the Initial Delivery Date and the Lease Commencement Date are January 1, 2007, as set forth in the attached Exhibit B , ( ii ) the Full Delivery Date is January 18, 2007 and Lease Expiration Date is January 31, 2013, as set forth in the attached Exhibit C , and ( iii ) the dates of Deliveries of the remainder of the Premises, also known as the Select Areas are March 1, 2007, as set forth in the attached Exhibit D .]

     2.  Rent .

          A.  Preliminary Term Rent . From the Initial Delivery Date through the day immediately preceding the Full Delivery Date (the “ Preliminary Term ”), Tenant shall pay to Landlord “Tenant’s Proportionate Share” (as defined below) of the Additional Rent (as defined in subparagraph 2D below). Tenant’s Proportionate Share of the Additional Rent shall be the percentage arrived at by dividing the number of square feet of rentable area of the Premises as has been Delivered to Tenant by 51,181 square feet (the “Tenant’s Proportionate Share” ). Tenant’s

Proportionate Share shall be adjusted on a monthly basis (as of the first day of each calendar month) as areas of the Premises are delivered to Tenant. All amounts due by Tenant to Landlord during the Preliminary Term shall be paid within ten (10) days following Tenant’s receipt of a bill therefor from Landlord. [As of the date of this Lease, Tenant’s Proportionate Share is one hundred percent ( 100% ) .]

          B.  Base Rent . Subject to the rent abatement provisions of the last sentence of this subparagraph and subparagraph 4C of this Lease, commencing on the Full Delivery Date, Tenant shall pay to Landlord Base Rent for the first Lease Year of One Million One Hundred Seventy-Seven Thousand One Hundred Sixty-Three and No/100 Dollars ($1,177,163.00), payable in equal monthly installments of Ninety Eight Thousand Ninety-Six and 92/100 Dollars ($98,096.92), the first such installment being due on the Full Delivery Date (provided that if the Full Delivery Date is a day other than the first day of a month, Base Rent for the month in which the Full Delivery Date occurs shall be adjusted on the basis of a 30-day month) and the remaining installments being payable, in advance, without notice, demand, deduction or set-off, on the first day of each and every calendar month thereafter during the Lease Term. Notwithstanding the foregoing provisions of this subparagraph, (i) Base Rent (but not Additional Rent) for the first six (6) months following the Full Delivery Date (“ Abatement Period ”) shall be abated by an amount equal to fifty percent (50%) thereof and shall be payable in monthly installments of Forty-Nine Thousand Forty-Eight and 46/100 Dollars ($49,048.46), and (ii) after the Abatement Period, Tenant shall be responsible for the full Base Rent; provided, however, no Base Rent shall be due and payable for the Select Areas until the date(s) each Select Area is Delivered to Tenant, with the Base Rent to be adjusted to reflect Delivery of Select Areas on the first day of each calendar month to reflect a prior month’s Delivery of part or

all of the Select Areas. [As of the date of this Lease all Select Areas have been Delivered to Tenant and Tenant’s Abatement Period ends on July 18, 2007.]

          C.  Increases in Base Rent . Commencing on February l, 2008, and continuing on the first day of February in each succeeding year thereafter during the Lease Term, the Base Rent payable by Tenant shall be increased by an amount equal to 2.125% multiplied by the Base Rent (as adjusted pursuant to this subparagraph) payable during the last month of the immediately preceding Lease Year.

          D.  Additional Rent . On and after the Full Delivery Date, Tenant shall pay to Landlord, as additional rent, an amount equal to (i) all amounts payable by Landlord with respect to (a) that certain Declaration of Covenants, Easements and Restrictions (Protective Covenants) dated September 24, 1997, and recorded among the Land Records of Montgomery County, Maryland in Liber 15181 at folio 74 (the “ Protective Covenants ”) a copy of which is attached hereto and made a part hereof as Exhibit E , (b) that certain Declaration of Covenants, Conditions, Easement and Restrictions for The Johns Hopkins University Belward Research Campus dated September 24, 1997, and recorded among the Land Records of Montgomery County, Maryland in Liber 15181 at folio 84 (the “ Declaration ”) a copy of which is attached hereto and made a part hereof as Exhibit F , and (c) that certain Easement Agreement dated February 28, 2001, and recorded among the Land Records of Montgomery County, Maryland in Liber 18918 at folio 448 (the “ Easement Agreement ”), a copy of which is attached hereto and made a part hereof as Exhibit G , and (ii) all other amounts payable by Tenant as set forth in this Lease, including, without limitation, the Lease Addendum (such amounts are sometimes individually and collectively referred to as “ Additional Rent ”). If any such amounts are payable by Landlord on a monthly basis, Tenant shall likewise pay to Landlord such Additional Rent (upon presentation of an invoice for same or delivery of notice of

such recurring charges), on a monthly basis, in addition to and on the same dates as the monthly installments of Base Rent. Any Additional Rent not paid monthly shall be payable by Tenant to Landlord within ten (10) days after receipt of a bill therefor from Landlord. Landlord shall furnish Tenant with copies of statements setting forth the amount due from Tenant.

          E.  Payment of Rent . Base Rent and Additional Rent (hereinafter collectively “ Rent ”) shall be payable to Landlord, c/o Human Genome Sciences, Inc., 14200 Shady Grove Road, Rockville, MD 20850, Attention; Chief Financial Officer, or to such other address as Landlord may from time to time specify.

          F.  Late Charges . Tenant shall pay to Landlord an amount equal to five percent (5%) of any Rent not received by Landlord within five (5) days after such payment is due as compensation to Landlord for its costs and inconvenience incurred as a consequence of Tenant’s delinquency. Additionally, except as provided in subparagraph 8A of this Lease, all payments required hereunder from Tenant which are not paid within five (5) days of the due date shall bear interest from the date due until paid at an annual rate equal to the greater of (i) two percent (2%) per annum in excess of the prime rate of interest published from time to time in the Wall Street Journal Eastern Edition or (ii) twelve percent (12%) per annum. In no event, however, shall the charges permitted hereunder or elsewhere in this Lease, to the extent they are considered to be interest under applicable law, exceed the maximum lawful rate of interest.

     3.  Security Deposit .

          A. Concurrent with the Initial Delivery Date, Tenant has paid to Landlord a security deposit of Ninety-Eight Thousand Ninety-Six Dollars and Ninety-Two Cents ($98,096.92) (payable in cash or, as and to the extent set forth in subparagraph B below, in the form of a letter of credit reasonably acceptable to Landlord) (the “ Security Deposit ”).

          B. In lieu of depositing cash as the Security Deposit, Tenant shall have the right to deliver to Landlord an unconditional, irrevocable, standby letter of credit in the amount of the cash Security Deposit otherwise required hereunder, which letter of credit shall (i) be in a form reasonably acceptable to Landlord, (ii) be issued by a financial institution selected by Tenant and reasonably acceptable to Landlord, (iii) be for the benefit of Landlord, (iv) be payable by draft sight in a location reasonably acceptable to Landlord upon presentation of a certification signed by an officer of Landlord which states that an event of default has occurred under this Lease, and (v) be payable in the event such letter of credit is not renewed on or before the date which is thirty (30) days prior to its expiration. Any amounts of cash drawn on a letter of credit Security Deposit will thereafter be treated as a cash Security Deposit hereunder.

          C. Tenant shall have the right at any time during the Lease Term upon thirty (30) days’ prior written notice to Landlord (i) to replace a cash Security Deposit with a letter of credit which complies with all the above terms of, or (ii) to replace a letter of credit Security Deposit with a corresponding amount of cash or another letter of credit which complies with all the terms set forth above.

          D. If Tenant fails to pay Rent when required or fails to perform any other covenant contained herein following any notice and cure period provided herein, Landlord may use or retain all or any part of the Security Deposit for the payment of any sum not so paid, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant’s default. If any portion of the Security Deposit is so applied or used, then Tenant shall, within five (5) business days after the effective date of written notice thereof, deposit an additional amount with Landlord sufficient to restore said Security Deposit to the amount set forth above, or

replenish the letter of credit to the amount required hereunder, and Tenant’s failure to do so shall constitute a default under this Lease.

          E. If Tenant has performed all of its monetary and other obligations hereunder (including, but not limited to (i) radiological decommissioning of all laboratory and/or manufacturing suites within the Premises in accordance with all applicable governmental requirements to the satisfaction of all applicable governmental authorities (hereinafter referred to as “ Decommissioning ”), to the satisfaction of Landlord; and (ii) decontamination of all “ Hazardous Substances ” (as defined in the Lease Addendum), Biologics (as hereinafter defined) and all other potentially hazardous biological materials in, on or about the Premises, other than with respect to Hazardous Substances referred to in subparagraph 20D below, in accordance with the requirements of all applicable governmental authorities and to the reasonable satisfaction of Landlord as demonstrated by an environmental audit, satisfactory to Landlord in its reasonable discretion, performed at Tenant’s cost (“ Decontamination ”) at the termination of this Lease, Landlord shall return said Security Deposit or letter of credit to Tenant within sixty (60) days after termination of this Lease, less any amounts required to restore the Premises to good condition and repair, reasonable wear and tear and damage caused by casualty and condemnation excepted, including repairing any damage resulting from the removal by Tenant of its Alterations (as defined below), trade fixtures or equipment.

     4.  Delivery and Acceptance of Lease Premises .

          A. Upon satisfaction of the contingencies described in paragraph 31 below, the office, laboratory and administrative portions of the Premises shown on Exhibit H attached hereto and made a part hereof (collectively, the “ Initial Delivery Areas ”) shall be Delivered to Tenant in the following condition: professionally cleaned and with all base building systems servicing the

Premises in good repair and working order, and in a condition that will enable Tenant to obtain maintenance contracts from contractors reasonably acceptable to Tenant and Landlord for commercially reasonable prices covering such systems. In all other respects, the Initial Delivery Areas are to be Delivered and subleased on an “ AS IS, WHERE IS BASIS. ” Tenant understands and agrees that the laboratory suites which are part of the Initial Delivery Areas are subject to a license issued by the State of Maryland for the handling and use of radioactive materials (“ License ”); Landlord represents that it has requested that the License be amended to release such laboratory areas thereby eliminating the requirement that the Landlord pursue and complete Decommissioning with respect thereto, and such License amendment or Decommissioning, as the case may be, shall be a condition precedent to Delivery of the initial Delivery Areas.

          B. Except for the Select Areas and the Initial Delivery Areas, the balance of the Premises, as depicted and listed on Exhibit I and as depicted and listed on Schedule 1-A and 1-B (individually and collectively, the “ Lab Areas ”) shall be Delivered by Landlord in the same condition as required of the Initial Delivery Areas and in accordance with the schedule attached hereto and made a part hereof as Exhibit I . In all other respects, the Lab Areas are to be Delivered and subleased on an “ AS IS, WHERE IS BASIS. ” Each date on which a portion of the Lab Areas has been Delivered shall be a “ Lab Premises Delivery Date ”. A Lab Premises Delivery Date may be extended for a Force Majeure event (as defined in the Lease Addendum) or for completion of any required environmental clean-up. Tenant understands and agrees that the laboratory suites which are part of the Lab Areas are subject to the License; Landlord covenants that on or before December 22, 2006, it will request that the License be amended to release such laboratory areas thereby eliminating the requirement that the Landlord pursue and complete Decommissioning with respect thereto, and such License amendment or Decommissioning, as the case may be, shall be a condition precedent to

Delivery to each portion of the Lab Areas. [As of the date of this Lease all Lab Areas have been Delivered to Tenant and the aforesaid condition precedent ( Landlord’s amendment of license or Decommissioning ) has been satisfied.]

          C. Those portions of the Premises labeled as areas B129L, B140L, B263L, B280L, B281 and B282 on Exhibit J (the “ Select Areas ”) shall be Delivered to Tenant within three (3) business days following Landlord’s completion of all environmental remediation and Decommissioning activities (which Landlord agrees to pursue in a timely manner and with all commercially reasonable due diligence) and delivery to Tenant of copies of written evidence of acceptance of the completion of said environmental remediation and Decommissioning (with respect to the Select Areas and, if applicable, the other laboratory suites in the Premises which have not otherwise been removed from the License) by the appropriate governmental authorities. The Select Areas shall be Delivered in the same condition as required of the Lab Areas and shall be Delivered in stages as Landlord’s work is completed within each of the Select Areas. If any portion of the Selected Areas is not Delivered by the applicable date set forth in Exhibit J , Tenant shall provide written notice to Landlord of such failure to Deliver and notwithstanding anything to the contrary contained herein, Landlord shall have ninety (90) days after such notice to cure (“ Cure Period ”) such failure to Deliver; and in the event any portion of the Select Areas is not Delivered by the expiration of the Cure Period, then, in addition to the Base Rent for such non-Delivered Select Areas not commencing pursuant to subparagraph 2B hereof Base Rent for the remainder of the Premises shall be reduced by an amount equal to one hundred fifty percent (150%) of the daily rent applicable to such non-Delivered Select Areas for each day following the Cure Period that such portion of the Select Areas has not been Delivered, such daily rent to be calculated on the basis of a 30-day month at the then applicable Base Rent for the entire Premises multiplied by a fraction, the numerator of

which shall be the square footage of the non-Delivered Select Areas and the denominator of which shall be 51,181. [All Select Areas as of the date of this Lease have been timely Delivered.]

          D. Except as specifically set forth in this subparagraph 4D herein and except for the work to be performed by Landlord pursuant to subparagraphs 4A, B and C above, Tenant acknowledges that no warranties or representations concerning the condition, quality, or adequacy of the Premises have been made to Tenant about the Premises. Landlord represents and warrants to Tenant that (i) to the best of its knowledge, the Premises were constructed in compliance with all requirements of the Americans with Disabilities Act (“ ADA ”), (ii) as of the Lease Commencement Date, the Premises were in material compliance with all requirements of the ADA, (iii) to the best of Landlord’s knowledge, as of the Lease Commencement Date, the Premises were in material compliance with all governmental requirements, and (iv) Tenant is permitted to use the Premises for its intended use for biological and pharmaceutical laboratories, research, development and manufacturing and associated administrative uses under all applicable laws and regulations, including, but not limited to applicable zoning laws and regulations.

          E. Other than as provided in subparagraph 4C , from and after the Full Delivery Date, Tenant shall be solely responsible for the operation, maintenance and repair of the Premises in accordance with the terms of this Lease.

          F. Intentionally Omitted.

     5.  Lease Addendum . The Lease Addendum attached hereto as Exhibit A and made a part hereof contains certain material and substantive terms and conditions of this Lease. Any reference to “this Lease” or “the Lease” shall include the terms and conditions of the Lease Addendum as if the same were fully set forth herein.

     6.  Assignment and Subletting .

          A. Except as provided in subparagraphs 6B and 6C below, Tenant shall have no right to sublet all or any part of the Premises nor shall Tenant have any right to assign or encumber this Lease, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, but shall be subject to the conditions set forth in subparagraphs 6D and 6E below. No such assignment or subletting shall release or relieve Tenant from any obligations under this Lease.

          B. Subject to satisfaction of the conditions set forth in subparagraphs 6D and 6E below, but notwithstanding anything else to the contrary contained in subparagraph 6A , Tenant may assign the Lease or sublet the Premises for any of the then remaining portion of the unexpired Lease Term without Landlord’s consent except as hereafter expressly provided in (d) below, but with prior written notice to Landlord: (i) to any parent, Affiliate (as hereinafter defined) or subsidiary of Tenant, (ii) to a surviving person or entity in connection with the merger, consolidation or acquisition between Tenant and any of its subsidiaries so long as the Tenant’s parent as of the date of this Lease retains management control of the Tenant, or (iii) to the purchaser of all or substantially all of Tenant’s assets or all of Tenant’s outstanding stock; provided, however, that in the event of any such assignment or sublease: (a) Tenant to which the Premises were initially leased shall continue to remain liable on the Lease for the performance of all terms; (b) Tenant shall not be in default of any of the terms or provisions of the Lease beyond any applicable notice and cure period(s); (c) any such sublessee or assignee shall assume in writing, in a form acceptable to Landlord, all of Tenant’s obligations arising under this Lease; and (d) Tenant and the proposed sublessee or assignee shall demonstrate to Landlord’s reasonable satisfaction sublessee’s or assignee’s creditworthiness and financial capacity to meet all subsequent financial obligations

arising under the Lease. Any of the permitted transfers hereinabove provided shall be permitted by transfer of stock or any other ownership interests by Tenant or any parent of Tenant. “Affiliate” shall mean any entity which is under common control with, controls or is controlled by the Tenant.

          C. Notwithstanding anything to the contrary contained herein, including, but not limited to, subparagraph 6D below, no public offering of Tenant’s (or its parent’s) stock or other ownership interests or the transfer of the stock or other ownership interests of Tenant or its parent on a national securities exchange shall be deemed an assignment in violation of the Lease.

          D. Notwithstanding the foregoing, if at the time of the proposed assignment or subletting, Landlord is a real estate investment trust ( “REIT” ) or is owned by an entity that is a REIT ( “Landlord’s REIT Entity” ), then:

               (i) in the event the income generated by the proposed assignee or subtenant would jeopardize Landlord’s REIT status or Landlord’s REIT Entity’s status, as a real estate investment trust within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986 ( “REIT Status” ) or cause Landlord or Landlord’s REIT Entity to be in receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code, Tenant shall be required to obtain Landlord’s prior written consent, which consent may be given or denied in Landlord’s sole and absolute discretion; provided, however, in the event Tenant is unable to determine whether the proposed assignment or sublease could jeopardize the Landlord’s REIT Entity’s REIT Status, Tenant shall have the right to deliver a notice to Landlord, complying with each of the requirements of subparagraph 6D(ii) hereof, requesting that Landlord make such determination. Landlord shall notify tenant within five (5) business days after Landlord receives such notice and such other information as Landlord may reasonably require whether such assignment or sublease could jeopardize the Landlord’s REIT Entity’s REIT Status or cause Landlord or

Landlord’s REIT Entity to be in receipt of income that does not constitute “rent from real property” within the meaning of Section 856(d) of the Code.

               (ii) In the event Landlord’s consent is required pursuant to this subparagraph 6D(i) hereof, Tenant shall first notify Landlord of its desire to assign its interest in this Lease or sublet the Premises and shall submit in writing to Landlord (the “ Transfer Notice ”); (a) the size and location of the space Tenant proposes to assign or sublet; (b) the name of the proposed assignee or subtenant; (c) the date on which the Tenant proposes that the transfer be effective, which shall not be earlier than the date which is ninety (90) days after the Transfer Notice (d) the nature of the proposed assignee’s or subtenant’s business to be carried on in the Premises; (e) the terms and provisions of the proposed sublease or assignment; (f) such reasonable financial information as Landlord may request concerning the proposed assignee or subtenant, and (g) such other information as Landlord may reasonably require.

          E. Any proposed sublease or assignment shall meet the following requirements in addition to any other requirements set forth above:

               (i) Landlord shall be provided with at least ninety (90) days written notice prior to the effective date of any proposed assignment, subletting or other transfer;

               (ii) Any proposed assignee, sublessee or other transferee shall assume, in a written instrument reasonably acceptable to Landlord, all of the obligations of Tenant hereunder;

               (iii) Any proposed assignee, sublessee or other transferee shall use the Premises for the purposes set forth in Article 2 of the Lease Addendum;

               (iv) Tenant shall in no way be released from any of its obligations under this Lease; and

               (v) Tenant shall reimburse Landlord for legal fees and expenses reasonably incurred by Landlord in connection with such approval, and the drafting and preparation of appropriate documentation effectuating the assignment, subletting or other transfer.

     7.  Default by Tenant; Remedies .

          A. If (i) default be made in the payment of Rent or any additional charge payable hereunder by Tenant, and such default shall continue for five (5) days after written notice of default, or (ii) default be made in any of the other covenants or conditions herein contained on the part of Tenant and such default shall continue for twenty (20) days after written notice thereof shall have been given to Tenant, (except that such 20-day period shall be automatically extended for an additional period of time reasonably necessary to cure such default, if such default cannot be cured within such first 20-day period and provided Tenant commences the process of curing such default within said first 20-day period and continuously and diligently pursues such cure to completion), or (iii) Tenant shall become insolvent or bankrupt or makes an assignment for the benefit of creditors, or (iv) a receiver or trustee of Tenant’s property shall be appointed and such receiver or trustee, as the case may be, shall not be discharged within sixty (60) days after such appointment, then in any such case, Landlord may, without further notice to Tenant, notice being hereby waived, terminate Tenant’s tenancy and recover possession of and reenter the Premises without accepting a surrender of the Premises or affecting Tenant’s liability for past Rent and other charges due or future rent and other charges to accrue hereunder. In the event of any such default, Landlord shall be entitled to recover from Tenant, in addition to Rent and other charges equivalent to rent, all other damages sustained by Landlord on account of the breach of this Lease, including, but not limited to, the costs, expenses and attorney fees incurred by Landlord in enforcing the terms and provisions hereof and in reentering and recovering possession of the Premises and for the cost of repairs, alterations and

brokerage and attorney fees connected with the re-letting of the Premises, but excluding consequential or incidental damages other than out-of-pocket expenses incurred by Landlord and delineated herein. As an alternative, at the election of Landlord, Landlord shall have the right to accept a surrender of the Premises (without the need for any affirmative act or acquiescence by Tenant), without any further rights or obligations on the part of Landlord or Tenant (other than Tenant’s obligation for Rent and other charges due and owing through the date of acceptance of surrender), so that Landlord may re-let the Premises without any right on the part of Tenant to any credit or payment resulting from any re-letting of the Premises. Alternatively, at the option of the Landlord, if Tenant’s tenancy is so terminated, Landlord may recover forthwith against Tenant as damages for loss of the bargain and not as a penalty an aggregate sum, which at the time of such termination of Tenant’s tenancy, represents the amount of the excess, if any, of the value of the whole balance of Rent, charges and all other sums payable hereunder for the entire balance of the term of this Lease herein reserved or agreed to be paid by Tenant, over the then current fair market rental value of the Premises (including “triple net” charges), such difference to be discounted to net present value at the rate of eight percent (8%) per annum. In case of a default under this Lease, Landlord may, in addition to terminating Tenant’s tenancy and/or accepting a surrender, or in lieu thereof, pursue such other remedy or combination of remedies and recover such other damages for breach of tenancy and/or contract as available at law or otherwise.

          B. In addition to the other remedies provided to each party under this Lease, each party is entitled to all other remedies provided at law or in equity, including without limitation, to the extent permitted by applicable law, injunctive relief in case of the violation, or attempted or threatened violation, of any of the terms of this Lease, or to a decree compelling specific performance of the terms of this Lease. No right or remedy of either party under this Lease is

intended to be exclusive of any other right or remedy. Each right and remedy of each party is cumulative and may be exercised in addition to all other rights or remedies under this Lease, or now or hereafter existing at law, in equity or by statute. The terms of this paragraph 7 shall survive termination or expiration of the Lease.

     8.  Hold Harmless and Indemnities .

          A.  From Tenant . To the fullest extent permitted by law, Tenant agrees to exonerate, save harmless, protect and indemnify Landlord and its shareholders, officers, employees and agents from and against any and all losses, damages, claims, suit, actions, judgments and costs (including reasonable attorneys’ fees incurred in defending against any of the foregoing) to the extent caused by the negligence or acts or omissions of, or use of the Premises by Tenant, its agents, officers, invitees, employees or contractors. Tenant does hereby indemnify and hold harmless Landlord from and against any loss, claim damages or expenses, (including reasonable attorney’s fees) which Landlord may suffer, incur or expend arising out of any failure on the part of Tenant to fully perform its obligations hereunder. Tenant shall reimburse and compensate Landlord for, as Additional Rent, all expenditures made by, or damages, fines or costs (including reasonable attorney’s fees) sustained or incurred by Landlord due to non-performance of, non-compliance with, or breach of, or failure by Tenant to observe, any term, covenant or condition of this Lease on Tenant’s part to be kept, observed, performed or complied with together with interest from the date any such amounts are paid by Landlord, with interest at the lesser of twelve percent (12%) per annum or the maximum lawful rate.

          B.  From Landlord. To the fullest extent permitted by law, Landlord agrees to exonerate, save harmless, protect and indemnify Tenant and its shareholders, officers, employees and agents from and against any and all losses, damages, claims, suit, actions, judgments and costs

(including reasonable attorneys’ fees incurred in defending against any of the foregoing) to the extent caused by the negligence of Landlord with respect to acts or omissions occurring before the Delivery of the entirety of the Premises, including all Select Areas (“ Completed Delivery Date ”) or the gross negligence of the Landlord from and after the Completed Delivery Date or willful misconduct of the Landlord, its agents, officers, invitees, employees or contractors, provided, however, that Landlord shall in no event be liable to Tenant for any consequential damages, lost profits, loss of business or loss of product. [ The Completed Delivery Date is March 1, 2007. ]

          C.  Waiver of Subrogation. Anything in this Lease to the contrary notwithstanding, Landlord and Tenant each hereby waives to the extent each is actually insured against the same any and all rights of recovery, claim, action or cause-of action against the other for any loss or damage that may occur to the Premises, or any improvements thereto, or any property of such party therein, by reason of fire, the elements, or any other cause which could be insured against under the terms of standard fire and extended coverage insurance policies, regardless of cause or origin, including negligence of the other party hereto, its agents, officers or employees, and covenants that no insurer shall hold any right of subrogation against such other party.

     9.  Landlord’s Access to the Premises . Tenant agrees that it will allow the Landlord, its agents or employees to enter the Premises at all reasonable times and upon reasonable prior written notice (except in an emergency when no notice shall be required) to examine, inspect or protect the same or to prevent damage or injury to the same or to make such alterations and repairs to the Premises as the Landlord may deem necessary to comply with this Lease. Notwithstanding the foregoing, except in the event of an emergency, Tenant may require that Landlord be accompanied by a representative of Tenant during entry into certain portions of the Premises.

     10.  Survival . The provisions of paragraphs 3E, 5 (which shall include the applicable provisions of the Lease Addendum), 7, 8, 11, 10, 12, 13, 16, 17, 20C, 20D, 20E, 23, 27 and 30 of this Lease and Tenant’s liability for all amounts due under this Lease shall survive the termination of this Lease.

     11.  Landlord’s Exclusions of Liability . Neither the Landlord, nor any of its shareholders, officers, employees or agents, shall be liable for (i) loss or damage to any property of Tenant, or of any entity within Tenant’s control, from any cause whatsoever other than such loss or damage arising from Landlord’s negligence prior to the Completed Delivery Date or gross negligence on or after the Completed Delivery Date or willful misconduct, (ii) any damage referred to in clause (i) caused by other occupants or tenants of The Johns Hopkins University Belward Research Campus or by construction, reconstruction or repair by Landlord or anyone acting on Landlord’s behalf or with Landlord’s authority, or (iii) any latent defect in the Premises or The Johns Hopkins University Belward Research Campus; and Tenant shall not be entitled to any compensation for any of the above, or abatement of Rent or to any release from any of Tenant’s obligations under this Lease, provided, however, that nothing herein provided shall preclude Tenant from seeking the recovery of any actual damages (but not consequential damages, lost profits, loss of business or loss of product) arising from Landlord’s negligence or gross negligence, as the case may be, as hereinabove provided, willful misconduct or breach of any express representation or warranty set forth in this Lease.

     12.  Notices . Any notices or demands required or permitted to be given hereunder shall be given to Landlord or Tenant, respectively, by (i) prepaid certified mail, return receipt requested, or (ii) nationally recognized overnight delivery service. Notice shall be given to the parties at the addresses set forth below, or at such other address as either party shall designate by written notice to

the other, and shall be effective the next business day if sent by overnight delivery service, or four

(4) business days after mailing by certified mail.

     13.  Broker . Landlord and Tenant represent to the other that no broker or agent other than Stream Realty Partners, L.P, and Scheer Partners, Inc. (“ Brokers ”) are entitled to a commission or brokerage fee in connection with the Sublease and this Lease. Landlord shall be responsible to pay all commissions or brokerage fees due to the Brokers pursuant to separate agreement(s) between Landlord and Brokers. Each party agrees to indemnify and hold the other harmless from and against any claim for any commissions, fees or other form of compensation by any other broker claiming through the indemnifying party, including, without limitation, any and all claims, causes of action,

damages, costs and expenses (including attorneys’ fees), associated therewith. The provisions of this paragraph shall survive the termination of this Lease.

     14.  Condemnation .

          A. If more than twenty-five percent (25%) of the Premises is taken or condemned for a temporary or permanent public or quasi-public use (“ Condemnation ”), this Lease shall terminate at the option of Landlord by notice delivered to Tenant within thirty (30) days of the Condemnation and Tenant shall have no claim against Landlord for the value of any unexpired portion of the Lease Term and shall not be entitled to any part of any award which may be made or to any damages therefor, except that the Rent shall be adjusted as of the date of such termination. Tenant may make a separate claim against the condemning authority for damages allowed by law provided that any such award shall not reduce the amount otherwise payable to Landlord. Landlord has no obligation to restore the Premises as a result of any condemnation or exercise of eminent domain. In the event of a Condemnation which does not result in the ter