STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE ? NET

Exhibit 10.37

STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE — NET

      1.1 Parties: This Lease ( “Lease” ), dated for reference purposes only January 16, 2008, is made by and between DS-VARIEL AVENUE, LLC, a California limited liability company ( “Lessor” ), and OPTICAL COMMUNICATION PRODUCTS, INC., a Delaware corporation ( “Lessee” ) (collectively the “Parties” and each, individually a “Party” ).

      1.2 Premises: That certain real property, including all improvements thereon (including, but not limited to that certain approximately 148,671 square foot industrial building (the “Building”) and all parking areas located thereon), commonly known as 6101 Variel Avenue located in the City of Los Angeles, State of California, as more particularly described on Exhibit “A” , attached hereto, (the “Premises”). (See also Section 2 )

      1.3 Term: Subject to Section 3.2 . eighteen (18) months (the “Term”) commencing on the Closing Date (the “Commencement Date”) and ending on the day that is eighteen (18) months after the Closing Date. (“Expiration Date”). (See also Section 3 )

      1.4 Base Rent: $100,000.00 per month (“Base Rent”), payable on the first (1st) day of each month commencing on the Commencement Date and continuing on the first (1 ^st ) day of each month thereafter through the Term of the Lease (See also Section 4 )

      1.5 Agreed Use: General office use and manufacturing and warehousing of products related to Lessee’s business and any other reasonably incidental use permitted by law. (See also Section 6 )

      1.6 Insuring Party. Lessor is the “Insuring Party” unless otherwise stated herein. (See also Section 8 )

      1.7 Real Estate Brokers: (See also Section 15 )

          (a) Representation: The following real estate brokers (collectively, the “Brokers”) and
brokerage relationships exist in this transaction (check applicable boxes):

               (i)  Lessor’s Broker: David Leit of Cresa Partners, representing Lessor exclusively.

               (ii)  Lessees’ Broker: Carlo Brignardello and Allen Trowbridge of Cresa Partners, representing Lessee exclusively.

          (b) Payment of Broker’s Fees

               (i) Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Lessor’s Broker the fee, if any) agreed to in their separate written agreement.

               (ii) Upon execution and delivery of this Lease by both Parties, Lessee shall pay to die Lessee’s Broker the fee, if any) agreed to in their separate written agreement.

      1.8 Lessee’s Address: At the Premises, Attention: David Penner, Controller. A copy of all notices shall be sent to: Oplink Communications, Inc., 46335 Landing Parkway, Fremont, CA 94538, Attention: Thomas P. Keegan, General Counsel and Vice President, Business Development.

      1.9 Lessor’s Address: 8383 Wilshire Boulevard, Suite 1000, Beverly Hills, CA 90211, Attention David Schwartzman.

      1.10 Closing Date: The date on which the transactions contemplated under the Purchase and Sale Agreement shall close.

      1.11 Purchase and Sale Agreement: That certain Agreement of Purchase and Sale and Joint Escrow Instructions dated on or about the date hereof between Lessee, as seller, and DS Ventures, LLC, predecessor-in-interest to Lessor, as buyer (as amended from time to time, the “Purchase and Sale Agreement”).

      1.12 Exhibits. Exhibits “A” and “B” attached hereto constitute a part of this Lease.

      2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease.

      2.2 Condition. Lessee acknowledges that Lessee has been and is currently in possession of the Premises and, subject to Lessor’s obligations under this Lease, hereby accepts the Premises in its existing, “as is” condition,

      2.3 Acknowledgements. Lessee acknowledges that: (a) it is and has been in possession of the Premises, (b) Lessee has made such investigation as it deems necessary with respect to the condition of the Premises and their suitability for Lessee’s intended use, and (c) neither Lessor, nor any of its agents, have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. Each of the Parties acknowledges and agrees that nothing in the Lease (including, but not limited to, in Section 4.2) is intended to or shall expand or limit (i) the rights and potential liabilities of Lessee as the “Seller” under the Purchase and Sale Agreement or (ii) the rights and potential liabilities of Lessor as the “Buyer” under the Purchase and Sale Agreement. For the avoidance of doubt, the Parties further acknowledge and agree that, pursuant to Section 23 of the Purchase and Sale Agreement, Lessor, as the “Buyer” thereunder, is purchasing the Property (as defined in the Purchase and Sale Agreement) in its “As-Is” condition as of the Closing Date, and that nothing in the Lease (including, but not limited to in Section 6.3, Section 7.1 or Section 7.4) is intended to or shall in any way alter the “As-Is” nature on which Lessee is purchasing the Property or impose upon the Lessee any obligation to make any modifications to any portion of the Property to correct or improve (for any reason) any condition present in, on, under or about the Property or the condition or any portion of the Property as of the Closing Date.

      2.4 Recapture.

          (a) Lessor shall have the right, exercisable by delivery of not less man 60 days written notice to Lessee (the “Recapture Notice”), to recapture all or any portion of the portion of the Premises described on Exhibit “D” attached hereto (the “Non-Office Premises”) effective as of the date (the “Recapture Date”) set forth therefor in the Recapture Notice, which Recapture Date shall not occur before March 1, 2008.

          (b) If Lessor elects to so recapture the Non-Office Premises, all references to the Premises herein shall be deemed amended so as to not refer to any portion of the Non-Office Premises recaptured by Lessor. Lessor’s recapture of all or any portion of the Non-Office Premises shall not affect the amount of Rent or Lessee’s other obligations to pay Base Rent to Lessor hereunder; but Lessee’s Percentage Share (defined below) shall be adjusted to an amount equal to a fraction having as its numerator, the number of square feet of Rentable Area contained in the Premises following such recapture, and having as its denominator, the number of square feet of rentable area contained in the Building. Fifty percent (50%) of any Base Rent received by Lessor (or that would have been received but for any abatement of base rent or other rent concessions granted in connection with the applicable lease) from re-letting the Non-Office Premises to a third-party, less the amortized portion of Lessor’s reasonable out of pocket costs and expenses plus the cost of any any abatement of base rent or other rent concessions that are incurred in connection with such re-letting and that are allocable to the Term of this Lease, shall be delivered to Lessee, but only for the period of time during the Term hereof.

      3.1 Term; Condition Precedent. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Section 1.3 . Notwithstanding anything to the contrary in this Lease, the closing of all of the transactions contemplated under the Purchase and Sale Agreement shall be a condition precedent to the effectiveness of this Lease, and any and all time periods will be adjusted accordingly (based on the date that the Closing Date actually occurs).

      3.2 Early Termination. Lessee shall have the right, exercisable by delivery of not less than 90 days written notice to Lessor (the “Termination Notice”), to terminate this Lease effective as of the date (the “Termination Date”) set forth therefor in the Termination Notice, which Termination Date shall not occur before the six (6) month anniversary of the Commencement Date. In the event that Lessee shall elect to terminate this Lease under this Section 2.3 , effective as of the Termination Date, neither Lessor not Lessee shall have any further rights or obligations under this Lease (other than any rights or obligations that by their express terms survive the expiration or earlier termination of this Lease).

      4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent (“Rent”).

      4.2 Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee’s Percentage Share (defined below) of all Operating Expenses, as hereinafter defined attributable to each calendar year during which any portion of the term of this Lease occurs, in accordance with the following provisions:

           (a) “Operating Expenses” means, subject to Section 4.2(b) , below, and taking into consideration the limited obligations of Lessor under this Lease, all costs incurred by Lessor relating to the ownership and operation of the Property, including, but not limited to, the following: (i) the cost of any utilities not separately metered to the Premises, (ii) trash disposal, pest control services, and the costs of any environmental inspections, (iii) Real Property Taxes (as defined in Section 10 ), (iv) the cost of the premiums for the insurance required under this Lease to be maintained by Lessor hereunder with respect to the Property, (v) any costs incurred by Lessor under Section 7.2 hereinbelow, and (vi) any and all costs and/or expenses including in Operating Expenses in any provision contained in this Lease.

          (b) Notwithstanding anything to the contrary in this Lease, Operating Expenses shall not include: (i) amounts paid or payable for insurance deductibles or for premiums for any insurance that is in addition to the insurance Lessor is required to carry under this Lease; (ii) except for Permitted Capital Costs (defined below), any and all amounts paid or payable for items which constitute a capital item, addition, repair or improvement under generally accepted accounting principles (“Capital Items”); (iii) any and all costs and expenses for leasing space to new tenants and/or in connection with any financing or sale of the Premises; (iv) any and all costs and expenses borne directly by Lessee under this Lease; (v) any and all costs for ground rent, if any; (vi) any and all costs for interest or amortization; (vii) any costs and expenses for any items excluded from the definition of Real Property Taxes; (viii) any and all costs and/or expenses incurred by Lessor for which Lessor is entitled to reimbursement; (ix) any and all costs and expenses relating to bad debts or similar losses or for penalties unless incurred as a result of any act, omission or breach of this Lease of Lessee; (x) any and all costs and/or expenses associated with the operation of the business of the partnership or entity which constitutes the Lessor (or of which Lessor is a direct or indirect subsidiary, parent or affiliate), including, without limitation, for general corporate overhead and general and administrative expenses; (xi) any and all costs and expenses relating to administration or management of the Premises and any and all wages, benefits or related expenses of any employee who does not devote substantially all of his or her employed time to the operation or maintenance of the Premises unless such wages, benefits and expenses are reasonably and equitably prorated; (xii) any management or administrative fees; (xiii) any and all payments paid to Lessor (or any member, manager, partner or other constituents thereof) or to subsidiaries or affiliates thereof, for goods or services (including utility services) to the extent (and only to the extent) the same exceed the cost of such goods or services if rendered on a competitive basis by unaffiliated third parties; (xiv) any and all cost and expenses for rentals and other related expenses incurred in leasing any Capital Items; (xv) any and all costs and/or expenses incurred as a result of, and to the extent caused by, the active negligence or willful misconduct of Lessor or any of its affiliates; (xvi) any and all costs and expenses relating to the presence and/or

investigation, remediation, removal or abatement of Hazardous Substances in, on under or about the Premises; (xvii) any and all costs and/or expenses relating to any charitable or political contributions, for advertising, for fees, dues, contributions or similar expenses for industry associations or similar organizations, or for entertainment and travel for Lessor, its affiliates or any management agent of Lessor and their respective employees, agents, partners and affiliates; (xviii) any and all cost and expenses for reserves of any kind; (xix) any and all costs and/or expenses related to any program or plan for waste, traffic, hazardous waste, environmental or handicapped access management, mitigation, enhancement; (xx) any and all costs and/or expenses arising from claims, disputes or potential disputes in connection with potential or actual claims, litigation or arbitrations pertaining to the business of Lessor or the ownership or title to the Premises or any portion thereof or to disputes between Lessor and its partners and/or affiliates, between Lessor and its employees, between Lessor and any other owner or interest holder in the Premises, between Lessor or any adjacent landowner, between constituent partners of Lessor, and/or between Lessor and Premises management or their respective employees; (xxi) any and all any costs and expenses of any utility services for which Lessee directly contracts with the local public service or utility company or other provider (including, but not limited to, pursuant to Section 11, below); and (xxii) any and all costs and/or expenses excluded from Operating Expenses in any provision contained in this Lease. “Permitted Capital Costs” means costs incurred by Landlord for Capital Items (in an aggregate amount not to exceed $100,000.00) in connection with its performance of its obligations under Sections 6.3 or 7.2, below, provided, however, that the cost of any such items that may be included in Operating Expenses shall be amortized over the useful life of such items (as determined under generally accepted accounting principles consistently applied) using an annual rate of interest equal to the Prime Rate (defined below) plus two percent (2%).

          (c) Operating Expenses shall be payable by Lessee within 30 days after a reasonably detailed statement of actual Operating Expenses for any calendar month is presented to Lessee. At Lessor’s option, however, an amount may be estimated by Lessor from time to time, of annual Operating Expenses for any calendar year and the same shall be payable monthly, on the same day as the Base Rent is due hereunder. Lessor shall deliver to Lessee within 90 days after the expiration of each calendar year, a reasonably detailed statement showing the actual Operating Expenses incurred during the preceding calendar year on a line item by line item basis. If Lessee’s payments under this Section 4.2(c) during the preceding year exceed the amount of Operating Expenses as indicated on such statement, Lessor shall credit the amount of such over-payment against any amount for Operating Expenses next becoming due (or if the Term of this Lease shall have expired or terminated, shall promptly pay to Lessee in cash the amount of such over-payment). If Lessee’s payments under this Section 4.2(c) during the preceding year were less than Operating Expenses as indicated on such statement, Lessee shall pay to Lessor the amount of the deficiency within 30 days after delivery by Lessor to Lessee of the statement.

          (d) If Lessee disputes the year-end statement provided under Section 4.2(c) , above, provided a Breach (defined below) does not then exist, Lessee may, by written notice to Lessor within twelve (12) months after receipt of Lessor’s statement for a particular calendar year, cause an audit of the Operating Expenses for such calendar year to be conducted by an auditor mutually selected by Tenant and Landlord at Lessee’s sole expense (except as provided below), to verify if such statement was accurate. Lessee agrees to keep the results of any audit hereunder confidential. Such audit shall be final and binding on Landlord and Tenant and (i) if such audit reveals an overpayment of Operating Expenses for the calendar year covered by such statement, Lessor shall credit the next monthly rent payment of Lessee, or if the Term has expired, and, in any event, with respect to any amount of the credit due Lessee in excess of the next monthly rent payment, Lessor shall refund the overpayment or such excess, as applicable, within thirty (30) days after determination of the amount due Lessee and (ii) if such audit reveals an underpayment of Operating Expenses for the calendar year covered by the most recent statement, then Lessee shall pay the same with its next monthly Base Rent payment, or if the Term has expired, within thirty (30) days after receipt of the audit results. Lessee agrees to pay the cost of any audit hereunder by Lessee; provided that if the audit reveals, with respect to any calendar year, that Lessor has billed Lessee for Operating Expenses more than four percent (4%) in excess of the Operating Expenses that Lessee should pay for such calendar year pursuant to the terms of the Lease, then Lessor shall pay the cost of such audit.

          (e) “Lessee’s Percentage Share” means, subject to Section 2.4, above, 100%.

      4.3 Payment.

          (a) Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted by this Lease or applicable law), on or before the day on which it is due. Rent for any period during the Term hereof which is for less than one (1) full calendar month shall be prorated based upon the actual number of days of said month, and Rent payable under Section 4.2 , above for any period during the Term hereof which is for less than one (1) full calendar year shall be prorated based upon the actual number of days of said year. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so stating.

          (b) [Intentionally Omitted]

5. [Intentionally Omitted]

      6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal uses related thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, or creates damage, waste or a nuisance.

      6.2 Hazardous Substances.

          (a)  Reportable Uses Require Consent . The term “Hazardous Substance” as used in this Lease means any material or substance which is defined or becomes defined as a “hazardous substance”, “hazardous waste,” “infectious waste,” “chemical mixture or substance,” or “air pollutant” under Environmental Laws (defined below) or otherwise is a material or substance whose presence, use, manufacture, disposal, transportation or release, either by itself or in combination with other materials expected to be on the Premises, is hazardous to human health, safety or to the environment due to its radioactivity, ignitability, corrosiveness, reactivity, explosiveness, toxicity, carcinogenicity, infectiousness or other harmful properties or effects. The term “Environmental Laws” means all now and hereafter existing Applicable Requirements regulating, relating to, or imposing liability or standards of conduct concerning public health and safety or the environment. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Except as described in Exhibit “B” , attached hereto (the “Existing HazMat Activities ”),Lessee shall not engage in or permit any activity in or on the Premises which constitutes a Reportable Use (defined below) of Hazardous Substances without the prior written consent of Lessor (which consent shall not be unreasonably withheld, conditioned or delayed) and timely compliance (at Lessee’s expense) with all Environmental Laws. “Reportable Use” means (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Environmental Laws requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, so long as such use is in compliance with all Environmental Laws and is not a Reportable Use and does not expose the Premises or neighboring property to any meaningful risk of contamination. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements)

          (b)  Duty to Inform Lessor. Lessee shall submit to Lessor, within ten (10) business days following its receipt of the same (or if prepared by Lessee, within ten (10) business days following its preparation of the same), a full and complete copy of any written communication, demand, complaint, pleading, threat, notice or inquiry received or communicated by Lessee from or delivered to any governmental agency, any adjacent landowner, or any other third party relating in any way to (a) the actual or alleged presence and/or release of any Hazardous Substances in, on, under, about or about the Premises or (b) any actual or alleged violation of any Environmental Law by Lessee relating to, or occurring in, under, on or about the Premises.

          (c)  Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) in any manner that is not permitted by the Applicable Requirements, and shall promptly, at Lessee’s expense, take all investigatory and/or remedial action reasonably ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties (and to the extent required to allow Lessor to make full economic use of the Premises under its then existing zoning), that was caused by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee.

          (d)  Lessee Indemnification. Lessee shall indemnify, defend and hold the Lessor Indemnified Parties (defined below), harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising out of or involving any Hazardous Substance brought onto the Premises during the Term by or for Lessee. Lessee’s obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

          (e)  Lessor Indemnification. Lessor shall indemnify, defend, reimburse and hold the Lessee Indemnified Parties (defined below), harmless from and against any and all environmental damages, including the cost of remediation, which existed as a result of Hazardous Substances becoming present in, on, under or about the Premises at any time after the Commencement date as a result of any act or negligent omission of Lessor, its agents or employees. Lessor’s obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease.

          (f)  Investigation and Remediation. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances in, on, under or about the Premises prior to the Commencement Date. Lessee shall reasonably cooperate in any such activities at the request of Lessor, including allowing Lessor and Lessor’s agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor’s investigative and remedial responsibilities.

      6.3 Compliance with Applicable Requirements.

          (a)  Lessor’s Obligations. Lessor shall comply with all laws, covenants or restrictions of record, building codes, regulations and ordinances (“Applicable Requirements”) relating to the Base Building (defined below), if and to the extent (i) each such compliance is not required as the result of the misconduct, breach, fault or negligence of Lessee and/or of any Lessee Party, and (ii)  Section, 6.3(b) , below, does not expressly require Lessee to comply with such Applicable Requirements relating to the Base Building. “Base Building” means (a) all of the structural portions of the Premises, including, without limitation, the foundation, floor/ceiling slabs, roof (including the roof membrane), curtain wall, exterior glass and mullions, columns, beams, shafts, stairs, and parking areas (the “Building Structure”) and (b) the primary electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”) , loading doors, if any, and all other such elements in the Premises (the “Building Systems”). Lessor shall be permitted to include in Operating Expenses (defined below) any costs or expenses incurred by Lessor under this Section 6.3 (a) to the extent consistent with the terms of Section 4.2 . above.

          (b)  Lessee’s Obligations. Lessee shall not do anything in or about the Premises which will in any way conflict with any Applicable Requirements. Subject to Lessor’s obligations under this Lease, Lessee shall comply with all Applicable Requirements (i) applicable to the Premises and that relate to (A) Lessee’s specific use of the Premises, and/or (B) any Alterations or Utility Installations (as defined in Section 7.3(a)) made or to be made by Lessee; provided, however, that Lessee shall have no obligations under this Section 6.3(b) to cause any portion of the Base Building to comply with any Applicable Requirements unless such compliance obligations are triggered by Lessee’s specific use of the Premises or any Alterations or Utility Installations made or to be made by Lessee after the date hereof.

      6.4 Inspection; Compliance. Lessor and its consultants and mortgage lenders shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times upon not less that 2 business days notice, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease; provided, however, that Lessee shall have the right to cause a representative of Lessee to accompany Lessor or its consultants during any such entry into the Premises.

      7.1 Lessee’s Obligations. Subject to the provisions of Section 2.2 (Condition), 2.3 (Compliance), 6.3 (Compliance with Applicable Requirements), 7.2 (Lessor’s Obligations), and 9 (Damage or Destruction; Eminent Domain), Lessee shall, at Lessee’s sole expense, keep the Premises (including the exterior of the Premises), Utility Installations, and Alterations in good order, condition and repair. In addition, Lessee shall, during the Term and at its sole cost, purchase and keep in full force and effect (a) a heating, ventilation and air conditioning maintenance contract providing for regular and preventative maintenance and servicing of the existing fire protection systems HVAC system(s) in the Premises with a contractor specializing and experienced in the maintenance of HVAC systems in the Premises and (b) a service contract providing for regular servicing, inspection and maintenance of existing fire protection systems in the Premises. Notwithstanding anything to the contrary in this Lease, Lessee shall have no obligation under this Section 7.1 to incur any costs for any Capital Items or to paint or repaint any portion of the Building.

      7.2 Lessor’s Obligations. Subject to the provisions of Sections 2.2 (Condition), 7.1 (Lessee’s Obligations) and 9 (Damage or Destruction; Eminent Domain), Lessor shall operate and maintain in good order, condition and repair the Base Building. Lessor shall be permitted to include in Operating Expenses (defined below) any costs or expenses incurred by Lessor under this Section 7.2 to the extent consistent with the terms of Section 4.2 . above.

      7.3 Utility Installations; Trade Fixtures; Alterations.

           (a) Definitions.

                (i) “Utility Installations” means all floor and window coverings, air lines, power panels, electrical distribution, security and fire protection systems, communication systems, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises.

               (ii)  “Trade Fixtures” means Lessee’s machinery and equipment that can be removed without doing material damage to the Premises.

               (iii)  “Alterations” means any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion.

               (iv)  “Lessee Owned Alterations and/or Utility Installations” are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Section 7.4(a) .

               (v)  “Lessee Retained Utility Installations” means the Utility Installations described on Exhibit “C” , attached hereto.

           (b) Consent Required. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor’s prior written consent. Lessee may, however, make non-structural Utility Installations and Alterations to the interior of the Premises without such consent but upon prior notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls and do not cost more than $50,000 in any one instance or $150,000 in the aggregate during the Term.

           (c) Consent. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with reasonably detailed plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental permits,

(ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials by licensed contractors. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications (if any).

          (d)  No Liens . Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or any interest therein. Lessee shall give Lessor not less than ten (10) days’ notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. Lessee shall not allow any mechanic’s or materialmen’s liens to be filed against the Premises, and if any such mechanic’s or materialmen’s lien is filed against the Premises, Lessee shall satisfy or otherwise discharge or bond over all liens within fifteen (15) business days after Lessor notifies Lessee in writing that any such lien has been filed. If Lessee fails to pay and remove or bond over such lien within such fifteen (15) business day period, Lessor, at its election, may pay and satisfy the same and in such event the sums so paid by Lessor shall be deemed to be Rent due and payable by Lessee within thirty (30) days following Lessor’s written demand together with reasonable supporting documentation.

      7.4 Ownership; Removal; Surrender.

          (a) All Alterations and Utility Installations (other than Lessee Retained Utility Installations) made by Lessee shall be the property of Lessee, but considered a part of the Premises. All Alterations and Utility Installations shall, at die expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. On or before the date on which the Term of this Lease shall expire or shall be earlier terminated, Lessee shall remove, at its own expense, all office furniture, business and Trade Fixtures, Lessee Retained Utility Installations, equipment, furniture system and other personal property from time to time situated in the Premises (collectively, “Lessee’s Personal Property”). In the event that Lessee shall fail to remove any such items after the expiration or earlier termination of this Lease, and if such failure continues for five (5) business days after Lessor’s delivery of notice thereof to Lessee, Lessee shall be deemed to have abandoned the same, in which case Lessor may, at Lessee’s expense, remove such items and store the same at Lessee’s expense, or appropriate the same for itself, and/or sell or otherwise dispose of the same in its discretion, with no liability to Lessee

          (b) By delivery to Lessee of written notice from Lessor at the time it approves any Lessee Owned Alterations or Utility Installations, Lessor may require that such Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. In addition, Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent of Lessor. Notwithstanding anything to the contrary in this Lease, Lessee shall not be obligated to remove or restore upon the expiration or termination of the Term of this Lease any Alterations or Utility Installations that are present in, on or about the Premises as of the Closing Date.

          (c) Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted; provided, however, that Lessee shall have no obligation under this Section 7.4(c) to cause the Premises (or any portion thereof or any improvements located therein) to be in any better condition than the same were as of the Closing Date.

      8.1 [Intentionally Omitted]

      8.2 Liability Insurance.

          (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liabilit