Exhibit 10.22

INDUSTRIAL BUILDING LEASE

BETWEEN

DURHAM RESEARCH TRI-CENTER, LLC, AS LANDLORD

AND

SCYNEXIS, INC., AS TENANT

RESEARCH TRI-CENTER NORTH I

DURHAM, NORTH CAROLINA

TABLE OF CONTENTS

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INDUSTRIAL BUILDING LEASE AGREEMENT

This Industrial Building Lease Agreement (the “Lease”) is made and entered into as of the 13th day of July, 2007 to be effective as of July 1, 2007, between DURHAM RESEARCH TRI­CENTER, LLC, a Delaware limited liability company (“Landlord”), and SCYNEXIS, INC., a Delaware corporation (“Tenant”).

W I T N E S S E T H

The following are definitions of some of the defined terms used in this Lease. The definition of other defined terms are found throughout this Lease.

A. “Building” shall mean the industrial building known as Research Tri-Center North I currently located upon the real property described in Exhibit A-1 attached hereto, which land is located in Durham, North Carolina, in the project currently known as Research Tri-Center North and Research Tri-Center South.

B. “Base Rent”: Base Rent shall be paid according to the following schedule, subject to the provisions of Section 4 hereof.

C. “Additional Rent” shall mean Tenant’s Pro Rata Share of Basic Costs (hereinafter defined) and any other sums (exclusive of Base Rent) that are required to be paid to Landlord by Tenant hereunder, which sums are deemed to be Additional Rent under this Lease.

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D. “Basic Costs” are defined in Exhibit C attached hereto.

E. “Security Deposit” shall mean the sum of $48,081.00.

F. “Lease Term” shall mean a period of eighty-one (81) months commencing on July 1, 2007 (the “Commencement Date”) and, unless sooner terminated as provided herein, ending on March 31, 2014 (the “Expiration Date”).

G. “Premises” shall mean the space located in the building known as Research Tri-Center North I, located at 3501 Tri-Center Boulevard, Durham, North Carolina 27713, and outlined on Exhibit A to this Lease.

H. “Square Footage in the Premises” shall mean 89,989 square feet.

I. “Square Footage in the Building” shall mean 158,856 square feet and “Square Footage in the Project” shall mean 1,532,585 square feet.

J. “Tenant’s Pro Rata Share” shall mean, with respect to the Building, fifty-six and 65/100 percent (56.65%), being the square footage of the Premises divided by the square footage of the Building, expressed as a percentage, and with respect to the Project, five and 87/100 percent (5.87%), being the square footage of the Premises divided by the square footage of the Project.

K. “Permitted Use” shall mean, subject to Tenant’s compliance with all applicable laws, general office use, general lab use, small scale manufacturing for the production of compounds or drugs, receiving, storing, shipping and selling (but limited to wholesale sales) products, materials and merchandise made and/or distributed by Tenant, such products being generally described as pharmaceuticals and software, and no other use or purpose.

L. “Guarantor(s)” shall mean any party that agrees in writing to guarantee Tenant’s obligations under the Lease. As of the date of this Lease, there are no Guarantor(s).

M. “Broker” shall mean, collectively, Colliers Pinkard, represented by Jim Allaire and Chris Norvell for Landlord, and Colliers Pinkard, represented by Sue Back for Tenant.

N. “Business Day(s)” shall mean Mondays through Fridays exclusive of the normal business holidays.

O. “Common Areas” shall mean those areas located within the Project designated by Landlord, from time to time, for the common use or benefit of tenants generally and/or the public.

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P. “Default Rate” shall mean the lower of (i) fifteen percent (15%) per annum, or (ii) the highest rate of interest from time-to-time permitted under applicable federal and state law.

Q. “Project” shall mean the Building and the parcel(s) of land on which it is located, which land is described in Exhibit A-1 attached hereto, other buildings and improvements located on such land, adjacent parcels of land that Landlord operates jointly with the Building, and other buildings and improvements located on such adjacent parcels of land.

R. “Notice Addresses” shall mean the following addresses for Tenant and Landlord, respectively:

Tenant:

Scynexis, Inc.

P.O. Box 12878

Research Triangle Park, North Carolina 27709-2878

Attn: David Smith

Landlord:

Colliers Pinkard

3110 Edwards Mill Road, Suite 210

Raleigh, NC 27612-5419

Attn: Becky Hanner

with a copy to:

Durham Research Tri-Center, LLC

c/o Grosvenor Investment Management US Inc.

1600 Market Street, Suite 1310

Philadelphia, PA 19103

Attn: IGIPT Manager

Payments of Rent only shall be made payable to the order of:

Durham Research Tri-Center, LLC

at the following address:

Colliers Pinkard

Attention: Asset Management/AR

100 Light Street, Suite 1400

Baltimore, MD 21202

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or such other name and address as Landlord shall, from time to time, designate.

A. Subject to and upon the terms herein set forth, Landlord leases to Tenant and Tenant leases from Landlord the Premises on an “as is” basis (except as otherwise expressly set forth herein), together with the right, in common with others, to use the Common Areas. By taking possession of the Premises, Tenant is deemed to have accepted the Premises and agreed that the Premises is in good order and satisfactory condition, except with respect to water leakage and roof leakage described in that certain Tenant Estoppel Certificate dated May 24, 2007 from Tenant to Landlord, a copy of which is attached hereto as Exhibit D, with no representation or warranty by Landlord as to the condition of the Premises or the Building or suitability thereof for Tenant’s use. NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE REGARDING THE CONDITION OR SUITABILITY OF THE PREMISES ON THE COMMENCEMENT DATE. FURTHER, TO THE EXTENT PERMITTED BY LAW, TENANT WAIVES ANY IMPLIED WARRANTY OF SUITABILITY OR OTHER IMPLIED WARRANTIES THAT LANDLORD WILL MAINTAIN OR REPAIR THE PREMISES OR ITS APPURTENANCES EXCEPT AS MAY BE CLEARLY AND EXPRESSLY PROVIDED IN THIS LEASE. The foregoing provisions of this Section 2.A shall not modify Landlord’s repair and maintenance obligations set forth in this Lease or relieve Landlord from performance thereof.

B. Tenant acknowledges that Tenant is currently in occupancy of the Premises under the terms of that certain Lease Agreement dated December 15, 1999 (the “Original Lease”) by and between Tri-Center (KMWMDLHJ), LLC, a predecessor-in-interest to Landlord, and Scyrex, Inc., a predecessor-in-interest to Tenant, as amended by that certain First Amendment to Lease dated as of January 23, 2001, that certain Second Amendment to Lease dated as of September 5, 2001, and that certain Third Amendment to Lease dated February 21, 2005 (the Original Lease, as amended, the “Existing Lease”). Tenant’s occupancy of the Premises prior to the Commencement Date shall be governed solely by the Existing Lease, except that Tenant shall not be entitled to exercise any options contained in the Existing Lease or to receive any allowances or leasehold improvement work described therein which has not been provided or performed by Landlord as of the date hereof. Upon the Commencement Date of this Lease, the Existing Lease shall terminate and Landlord and Tenant shall have no further obligations under the Existing Lease except for any obligations which expressly survive the termination thereof Landlord represents that as of the date hereof, to Landlord’s knowledge, Tenant is not in default under the Existing Lease, and no event exists which with the giving of notice or the passage of time would constitute a default by Tenant. Tenant represents that as of the date hereof, to Tenant’s knowledge, Landlord is not in default under the Existing Lease, and no event exists which with the giving of notice or the passage of time would constitute a default by Landlord.

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The Premises shall be used for the Permitted Use and for no other purpose. Tenant shall not conduct or give notice of any auction, liquidation, or going out of business sale on the Premises. Tenant agrees not to use or permit the use of the Premises for any purpose which is illegal or, except as consistent with the Permitted Use and in accordance with Exhibit F attached hereto, dangerous, which creates a nuisance or which would increase the cost of insurance coverage with respect to the Building. Tenant will conduct its business and control its agents, servants, employees, customers, licensees, and invitees in such a manner as not to interfere with or unreasonably disturb, other tenants or Landlord in the management of the Project. Tenant shall not permit any ongoing objectionable or unpleasant odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises, or take any other action that would constitute a nuisance or would disturb, unreasonably interfere with, or endanger Landlord or any tenants of the Project. Outside storage, excepting liquid nitrogen cylinders, gas cylinders, a generator and to the extent existing on the date hereof, a flammable chemical storage building in its existing location, but including without limitation, storage of trucks and other vehicles, is prohibited without Landlord’s prior written consent, which consent shall not be unreasonably withheld. Tenant will maintain the Premises in a clean and healthful condition, and comply with all laws, ordinances, orders, rules and regulations of any governmental entity with reference to the use, condition, configuration or occupancy of the Premises. Tenant shall not, and shall not allow its employees, agents, contractors or invitees, to bring into the Building or the Premises any dangerous or hazardous materials, except for customary office and cleaning supplies and those permitted under Exhibit F attached hereto, provided Tenant uses, stores and disposes of the same in compliance with all applicable law. Tenant, at its expense, will comply with the rules and regulations of the Building attached hereto as Exhibit B and such other rules and regulations adopted and altered by Landlord from time-to-time and delivered to Tenant in writing and will cause all of its agents, employees, invitees and visitors to do so. All such changes to rules and regulations will be reasonable and shall be sent by Landlord to Tenant in writing. In the event of a conflict between the rules and regulations and the terms of this Lease, the terms of this Lease shall control. Landlord shall not knowingly enforce the rules and regulations against Tenant in a discriminatory manner. Landlord acknowledges and agrees that Tenant’s two existing HVAC units and the backup generator located in the back truck court as currently operated do not violate the provisions of this Section 3 with respect to the noise created by the same, and Tenant agrees to properly maintain the same so that the noise created by such HVAC units and generator does not increase in any material amount.

A. Tenant covenants to pay to Landlord during the Lease Term, without any setoff or deduction except as otherwise expressly provided herein, the full amount of all Base Rent and Additional Rent due hereunder and the full amount of all such other sums of money as shall become due under this Lease, all of which hereinafter may be collectively called “Rent.” In addition, Tenant shall pay, as Additional Rent, all rent, sales and use taxes or other similar taxes (excluding income taxes), if any, levied or imposed by any city, state, county or other governmental body having authority, such payments to be in addition to all other payments required to be paid to Landlord by Tenant under this Lease. Such payments shall be paid concurrently with the payments of the Rent on which the tax is

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based. Base Rent and Additional Rent for each calendar year or portion thereof during the Lease Term, shall be due and payable in advance in monthly installments on the first day of each calendar month during the Lease Term, without demand. If the Lease Term commences on a day other than the first day of a month or terminates on a day other than the last day of a month, then the installments of Base Rent and Additional Rent for such month or months shall be prorated, based on the number of days in such month. All amounts received by Landlord from Tenant hereunder shall be applied first to the earliest accrued and unpaid Rent then outstanding. Tenant’s covenant to pay Rent shall be independent of every other covenant set forth in this Lease.

B. To the extent allowed by law, all installments of Rent not paid when due shall bear interest at the Default Rate from the date due until paid, provided, Tenant shall be entitled to a grace period of five (5) Business Days after receipt of written notice from Landlord with respect to the first two (2) late payments in any calendar year. In addition, if Tenant fails to pay any installment of Base Rent and Additional Rent or any other item of Rent when due and payable hereunder, a “Late Charge” equal to five percent (5%) of such unpaid amount will be due and payable immediately by Tenant to Landlord, provided, Tenant shall be entitled to a grace period of five (5) Business Days after receipt of written notice from Landlord with respect to the first two (2) late payments in any calendar year.

C. The Additional Rent payable hereunder shall be adjusted from time-to-time in accordance with the provisions of Exhibit C attached hereto.

The Security Deposit shall be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant’s covenants and obligations under this Lease, it being expressly understood that the Security Deposit shall not be considered an advance payment of Rent or a measure of Tenant’s liability for damages in case of default by Tenant. Landlord shall not be required to keep the Security Deposit separate from its other accounts, and Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee. Landlord may, from time-to-time, without prejudice to any other remedy and without waiving such default, use the Security Deposit to the extent necessary to cure or attempt to cure, in whole or in part, any default of Tenant hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord within five (5) days after demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not in default at the termination of this Lease, the balance of the Security Deposit remaining after any such application shall be returned by Landlord to Tenant within sixty (60) days thereafter. The foregoing sentence shall survive the termination of the Lease. If Landlord transfers its interest in the Premises during the term of this Lease, Landlord shall assign the Security Deposit to the transferee and thereafter, provided that Tenant receives written notice of such transfer of the Security Deposit, shall have no further liability for the return of such Security Deposit. Notwithstanding the foregoing, Landlord acknowledges that Tenant has paid a security deposit in the amount of $48,081.57 under the Existing Lease and that Landlord shall apply such previously paid security deposit to the Security Deposit required hereunder.

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Landlord agrees to provide Building standard water, gas and electricity service connections to the Building. Tenant shall pay to bring such utilities to the Premises and for all water, gas, heat, light, power, telephone, sewer, sprinkler charges and other utilities and services used on or from the Premises, together with any taxes, penalties, surcharges or the like pertaining thereto and any maintenance charges for utilities, as well as shall furnish all electric light bulbs and tubes. Landlord and Tenant acknowledge and agree that all utility services other than water serving some portions of the Premises are separately metered to the Premises and are in Tenant’s name. All costs associated with the provision of any water to the Premises that is not billed directly to Tenant will, at Landlord’s option, either: (a) be billed directly by Landlord to Tenant and paid by Tenant within 30 days after receipt of such billing; or (b) included as part of Basic Costs and paid by Tenant in accordance with the provisions of Exhibit C attached hereto. The failure by Landlord to any extent to furnish, or the interruption or termination of utilities in whole or in part, resulting from adherence to laws, regulations and administrative orders, wear, use, repairs, improvements alterations or any other cause shall not render Landlord liable in any respect nor be construed as a constructive eviction of Tenant, nor give rise to an abatement of rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement hereof Tenant shall allow Landlord and such Electric Service Provider reasonable access to the Building’s electric lines, feeders, wiring, and any other machinery within the Premises. Notwithstanding anything to the contrary contained in this Section 6, if (i) Landlord or its employees, agents or representatives is the sole and direct cause of any interruption of water, gas or electricity to the Premises which continues for five (5) consecutive Business Days, (ii) the restoration of such service is reasonably within the control of Landlord, (iii) as a result of such interruption, the Premises or a material portion thereof, is rendered untenantable (meaning that Tenant is unable to use all or a material portion of the Premises in the normal course of its business), and (iv) Tenant in fact ceases to use the Premises, or material portion thereof, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Base Rent and Additional Rent payable with respect to such portion of the Premises which is untenantable during the period beginning on the sixth (6th) consecutive Business Day of such interruption and ending on the day when the service in question has been restored.

Tenant shall not make any changes to the exterior of the Premises, install any exterior lights, decorations, balloons, flags, pennants, banners, or painting, or erect or install any signs, windows or door lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the Premises, without Landlord’s prior written consent, which consent shall not be unreasonably withheld. All exterior signs installed by Tenant shall be subject to any applicable governmental laws, ordinances, regulations, the sign criteria for the Project, and Landlord’s or other architectural controls and other requirements. Tenant shall maintain all of its signs located upon the Premises and the Building in good condition and repair. Tenant shall pay all costs associated with any signage installed by Tenant, including without limitation, installation expenses, maintenance and repair costs, utilities and insurance. Upon surrender or vacation of the Premises, Tenant shall remove all signs and repair, paint, and/or replace the building facia surface to which its signs are attached. All signs, blinds, draperies and other window treatment or bars or other security installations visible from outside the Premises shall be subject to Landlord’s

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approval, not to be unreasonably withheld, and conform in all respects to Landlord’s requirements. Landlord hereby approves all signage of Tenant existing on the date of this Lease.

A. Except to the extent such obligations are imposed upon Landlord hereunder, Tenant shall, at its sole cost and expense, maintain the Premises in good order, condition and repair throughout the entire Lease Term, ordinary wear and tear and loss by casualty and condemnation excepted, including but not limited to, windows, glass, plate glass doors, any special office entry, interior walls and finish work, floors and floor covering, heating and air conditioning systems, lighting, electrical systems, dock boards, truck doors, and door bumpers. Tenant agrees to keep the areas visible from outside the Premises in a neat, clean and attractive condition at all times. Tenant shall be responsible for repair, maintenance and replacement, if necessary, of the HVAC system and equipment serving the Premises; however, provided Tenant has maintained the preventive maintenance/service contract as required below, and further provided that Tenant is not otherwise in default under the terms of this Lease beyond applicable notice and cure periods, (i) in the event any HVAC unit serving the approximately 8,395 rentable square feet of the Premises identified as “Additional Space #3” on Exhibit A-2 attached hereto and listed on Schedule A-2-1 attached hereto requires repairs during the Lease Term and any Renewal Term, if applicable, Tenant shall not be responsible for any repair or replacement costs exceeding $2,500.00 per such unit(s) per repair, and (ii) in the event any HVAC unit serving the approximately 26,768 rentable square feet of the Premises identified as “Additional Space #4” on Exhibit A-2 attached hereto and listed on Schedule A-2-1 attached hereto requires repairs during the Lease Term and any Renewal Term, if applicable, Tenant shall not be responsible for any repair costs exceeding $1,000.00 per such unit(s) per repair or replacement. All such repairs, replacements or alterations shall be performed in accordance with Section 8.C below and the rules, policies and procedures reasonably enacted by Landlord from time to time for the performance of work in the Building. Tenant shall, at its own cost and expense, enter into a regularly scheduled preventive maintenance/service contract with a maintenance contractor or an in-house engineer for servicing all heating and air conditioning systems and equipment within or exclusively serving the Premises. For purposes of Tenant performing its HVAC maintenance obligations under this Section 8.A, Landlord agrees to allow Tenant access to the roof of the Building upon at least 24 hours prior notice to Landlord (which notice may be oral), except in the case of an emergency, in which event Tenant shall be allowed access to the roof concurrently with notification to Landlord by use of a key located in a lockbox. Tenant agrees that it will ensure that any Tenant employees or contractors performing services on its behalf carry the insurance required under the terms of this Lease and take precautions not to damage the roof or the Building. Tenant shall be solely liable, and will indemnify and hold Landlord harmless for its employees or contractors actions that result in any damage or injury while accessing or working on the roof of the Building. The maintenance contractor and the contract or the in-house engineer and the scope of services to be performed by such person must be approved by Landlord, which approval shall not be unreasonably withheld. The service contract must include all services suggested by the equipment manufacturer within the operation/maintenance manual and must become

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effective (and a copy thereof delivered to Landlord) within thirty (30) days of the date Tenant takes possession of the Premises and provide for service not less than a quarterly basis. Additionally, the service contract must provide that a copy of all service reports shall be delivered to Landlord promptly after Landlord’s request therefor. Landlord and Tenant acknowledge and agree that Tenant currently has an approved maintenance contract in place with respect to the heating and air conditioning systems and equipment within or exclusively serving the Premises and upon the execution of this Lease, Tenant will provide Landlord with a copy of such contract and the most recent quarterly inspection report. At least 14 days before the end of the Lease Term, Tenant shall deliver to Landlord a certificate from an engineer reasonably acceptable to Landlord certifying that the HVAC system is then in good repair and working order. Tenant shall, at Tenant’s sole cost and expense, provide janitorial service to the Premises and contract for trash removal and pest control for the Premises. If Tenant fails to maintain the Premises in good order, condition and repair, Landlord shall give Tenant notice to perform such acts as are reasonably required to so maintain the Premises. If Tenant fails to promptly commence such work and diligently pursue it to its completion, then Landlord may, at is option, make such repairs, and Tenant shall pay the reasonable cost thereof to Landlord on demand as Additional Rent. Tenant shall, within thirty (30) days after Landlord’s written demand therefor, reimburse Landlord for the cost of all repairs, replacements and alterations (collectively, “Repairs”) in and to the Premises, Building and Project and the facilities and systems thereof; plus and administration charge of ten percent of such cost, the need for which Repairs arises out of (1) Tenant’s use or occupancy of the Premises, (2) the installation, removal, use or operation of Tenant’s Property (hereinafter defined) or Alterations (hereinafter defined), or (3) the act, omission, misuse or negligence of Tenant, its agents, contractors, employees or invitees.

B. Landlord shall keep and maintain in good repair and working order and make all repairs to and perform necessary maintenance upon the roof, foundation and exterior walls of the Building, reasonable wear and tear excepted. The term “walls” as used herein shall not include windows, glass or plate glass, doors, special storefronts or office entries. Tenant shall immediately give Landlord written notice of the need for repairs, and Landlord shall commence to perform such repairs as soon as reasonably possible after receipt of such notice and thereafter diligently pursue the completion of same using commercially reasonable efforts. Landlord shall also maintain in good repair and condition the parking areas and other Common Areas of the Project, including, but not limited to driveways, alleys, landscape and grounds, including without limitation, snow and ice removal. Tenant will be responsible for the payment of all costs associated with Landlord’s maintenance if the need therefor arises due to the fault or negligence of Tenant or its agents, employees, licensees or invitees. Except as otherwise expressly provided in this Section 8.B, Landlord will not at any time be required to make any improvements, repairs, replacements or alterations to the Premises. Notwithstanding any other provision hereof, if Landlord fails to perform its maintenance and repair obligations hereunder and if (i) the lack of such maintenance and repair by Landlord materially impairs Tenant’s use of the Premises, (ii) the need for such maintenance and repair is not caused by Tenant or Tenant’s contractors, agents, employees, customers, licensees or invitees, and (iii) Landlord fails to make any required repairs within thirty (30) days after the receipt of

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Tenant’s written notice or, in the event the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance and Landlord fails to commence performance within the thirty (30) day period and thereafter diligently pursue the completion of same using commercially reasonable efforts, Tenant may, at its option, make such repair or replacement on Landlord’s behalf and recover from Landlord Tenant’s reasonable out-of-pocket costs and expenses in connection with the exercise of such right and Landlord shall reimburse Tenant for such costs within thirty (30) days after receipt of an invoice from Tenant; provided that if the repair or replacement affects any portion of the Building which is the subject of any warranty or maintenance/service agreement (such as, without limitation, the roof), Tenant shall use Landlord’s designated contractor for such repair and/or replacement so as not, to impair or invalidate the warranty or maintenance/service agreement provided that Tenant has received advance written notice of the existence of such warranties and the identities of such contractors. Subject to Section 11.E below, in the case of any damage to the Building or its components or systems caused by Tenant or Tenant’s agents, employees, contractors, customers, licensees or invitees, the cost to repair the same shall be paid for by Tenant.

C. Tenant shall not make or allow to be made any alterations, additions or improvements to the Premises (collectively, “Alterations”) costing more than $20,000, without first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld so long as such Alterations will not (i) affect the structure of the Building, (ii) materially and adversely affect the mechanical, electrical and plumbing systems serving the Premises, and (iii) do not affect the exterior of the Premises. Prior to commencing any Alterations and as a condition to obtaining Landlord’s consent, Tenant shall deliver to Landlord plans and specifications reasonably acceptable to Landlord; names and addresses of contractors reasonably acceptable to Landlord; copies of contracts; necessary permits and approvals; evidence of contractor’s and subcontractor’s insurance in accordance with Section 11 hereof; and a payment bond or other security, all in form and amount reasonably satisfactory to Landlord. Tenant shall be responsible for ensuring that all such persons procure and maintain insurance coverage against such risks, in such amounts and with such companies as Landlord may reasonably require. All Alterations shall be constructed in a good and workmanlike manner using Building standard materials or other new materials of equal or greater quality. Landlord, to the extent reasonably necessary to avoid any disruption to the tenants and occupants of the Building, shall have the right to designate a reasonable time when any Alterations may be performed and to otherwise designate reasonable rules, regulations and procedures for the performance of work in the Building. Upon completion of the Alterations, Tenant shall deliver to Landlord “as-built” plans, contractor’s affidavits and full and final waivers of lien covering all labor and materials. Within ninety (90) days from the date hereof, Tenant agrees to provide Landlord with a complete set of as-built plans for the Premises which include all alterations and improvements previously made by Tenant under the Existing Lease. All Alterations shall comply with the insurance requirements and with applicable codes, ordinances, laws and regulations. Tenant shall reimburse Landlord upon demand for all reasonable sums, if any, expended by Landlord for third party examination of the architectural, mechanical, electrical and plumbing plans for any Alterations up to a maximum amount of One Thousand and no/100 Dollars ($1,000.00) per requested Alteration or series of Alterations.

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In addition, if Landlord so requests, Landlord shall be entitled to oversee (but shall not be the project manager) the construction of any Alterations that may affect the structure of the Building or materially affect any of the mechanical, electrical, plumbing or life safety systems of the Building, but only to the extent that the same may affect the structure of the Building or may materially affect any of the mechanical, electrical, plumbing or life safety. Landlord’s approval of Tenant’s plans and specifications for any Alterations performed for or on behalf of Tenant shall not be deemed to be a representation by Landlord that such plans and specifications comply with applicable insurance requirements, building codes, ordinances, laws or regulations or that the Alterations constructed in accordance with such plans and specifications will be adequate for Tenant’s use. Tenant may, without the consent of Landlord, but at its own cost and expense and in a good workmanlike manner, erect such shelves, bins, fume hoods, other lab furnishings, security cameras, machinery, and trade fixtures (together with any other personal property brought into the Premises by Tenant, collectively, “Tenant’s Property”) as it may deem advisable, without altering the basic character of the Building or improvements and without overloading or damaging such Building or improvements, and in- each case complying with all applicable governmental laws, ordinances, regulations and other requirements. All Alterations and partitions erected by Tenant after the date of this Lease shall be and remain the property of Tenant during the term of this Lease, and Tenant shall, unless Landlord otherwise elects as hereinafter provided, remove all Alterations and partitions erected by Tenant during the Term of this Lease and restore the Premises to its original condition under this Lease as of the date hereof (provided that any portion of the Premises which is warehouse space as of the date of this Lease shall be restored to office condition as opposed to its original condition) by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that if Landlord so elects prior to termination of this Lease or upon earlier vacating of the Premises, such Alterations and/or partitions shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises and shall be delivered up to the Landlord with the Premises. All of Tenant’s Property may be removed by Tenant prior to the termination of this Lease, and all of Tenant’s Property and all electronic, phone and data cabling exclusively serving the Premises installed after the date of this Lease (whether such cabling is located within or outside of the Premises) shall be removed by the date of termination of this Lease or upon earlier vacating of the Premises. Any removal by Tenant shall be accomplished in a good workmanlike manner so as not to damage the primary structure or structural qualities of the Building. If Tenant fails to remove any of the foregoing items or to perform any required repairs and restoration, (i) Landlord, at Tenant’s sole cost and expense, may remove the same (and repair any damage occasioned thereby) and dispose thereof or deliver such items to any other place of business of Tenant, or warehouse the same, and Tenant shall pay the reasonable cost of such removal, repair, delivery, or warehousing of such items within five (5) days after demand from Landlord and (ii) such failure shall be deemed a holding over by Tenant under Section 21 hereof until such failure is rectified by Tenant or Landlord. With respect to Alterations installed under the Existing Lease, unless specifically notified by Landlord in writing to the contrary at least nine (9) months prior to the expiration of this Lease, at the expiration or earlier termination of this Lease, Tenant shall at its expense restore the Premises to good, marketable, general office condition containing no laboratory

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features. Such removal and restoration obligations of Tenant shall be governed by the terms of this Section S.C. Notwithstanding anything to the contrary set forth in this Lease, in connection with Tenant’s obligation to restore the Premises to good, marketable, general office condition, Base Rent payable with respect to those portions of the Premises that are used for laboratory purposes shall be abated during the final three and one-half (3.5) months of the Lease Term, provided that Tenant shall be responsible for payment of all Additional Rent payable hereunder for such portions of the Premises during such final three and one-half (3.5) months.

A. Except in connection with a Permitted Transfer (defined in Section 9E below), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent to an assignment or sublease shall not be unreasonably withheld; provided that Tenant shall have the right to permit Tenant’s consultants and contractors performing work with or for Tenant to use and/or occupy up to twenty percent (20%) of the Premises without Landlord’s consent, but with prior notice to Landlord. Without limitation, it is agreed that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition is not adequate in the reasonable opinion of Landlord for the obligations such transferee is assuming in connection with the proposed Transfer; (2) the transferee’s business or reputation is not suitable for the Project considering the business and reputation of the other tenants and the Project’s prestige, or would result in a violation of another tenant’s rights under its lease at the Project; (3) the transferee is a governmental agency or occupant of the Project; (4) any portion of the Project or the Premises would likely become subject to additional or different laws as a consequence of the proposed Transfer; or (5) Landlord or its leasing agent is currently negotiating with the proposed transferee to lease space in the Project. Any attempted Transfer in violation of this Section 9, shall, exercisable in Landlord’s sole and absolute discretion, be void. Consent by Landlord to one or more Transfers shall not operate as a waiver of Landlord’s rights to approve any subsequent Transfers. If Landlord withholds its consent to any Transfer contrary to the provisions of this Section 9, Tenant’s sole remedy shall be to seek an injunction in equity to compel performance by Landlord to give its consent and Tenant expressly waives any right to damages in the event of such withholding by Landlord of its consent. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease or any liability hereunder.

B. If Tenant requests Landlord’s consent to a Transfer, Tenant shall submit to Landlord (i) financial statements for the proposed transferee, (ii) a copy of the proposed assignment or sublease, and (iii) such other information as Landlord may reasonably request. Within ten (10) Business Days after Landlord’s receipt of the required information and documentation, Landlord shall either: (1) consent or reasonably refuse consent to the Transfer in writing; (2) in the event of a proposed assignment of this Lease, terminate this Lease effective the first to occur of thirty (30) days following written notice of such termination or the date that the proposed Transfer would have come into effect; and (3) in

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the event of a proposed subletting for substantially all of the remaining Lease Term, terminate this Lease with respect to the portion of the Premises which Tenant proposes to sublease effective the first to occur of thirty (30) days following written notice of such termination or the date the proposed Transfer would have come into effect. Tenant shall reimburse Landlord for its actual reasonable costs and expenses (including, without limitation, reasonable attorney’s fees) incurred by Landlord in connection with Landlord’s review of such proposed Transfer or Permitted Transfer.

C. Tenant shall pay to Landlord fifty percent (50%) of all cash and other consideration which Tenant receives as a result of a Transfer (after deducting all actual out­of-pocket third party expenses paid by Tenant in connection with such Transfer, including without limitation, marketing expenses, broker’s commissions, construction costs and all unamortized tenant improvements costs paid for by Tenant) that is in excess of the rent payable to Landlord hereunder for the portion of the Premises and Lease Term covered by the Transfer within ten (10) days following receipt thereof by Tenant.

D. Except as provided below with respect to a Permitted Transfer and as otherwise set forth in this Section 9.D, if Tenant is a corporation, limited liability company, partnership or similar entity, and the person, persons or entity which owns or controls a majority of the voting interests at the time changes for any reason (including but not limited to a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not apply so long as Tenant is an entity whose outstanding stock is listed on a nationally recognized security exchange, or if at least eighty percent (80%) of its voting stock is owned by another entity, the voting stock of which is so listed. Further, the foregoing shall not apply in the event the change in ownership or control results solely from a debt or equity investment in Tenant so long as the Chief Executive Officer and President of Tenant do not change in connection with such debt or equity investment.

E. Tenant may assign its entire interest under this Lease or sublet the Premises (i) to any entity controlling or controlled by or under common control with Tenant or (ii) to any successor to Tenant by purchase, merger, consolidation or reorganization (hereinafter, collectively, referred to as “Permitted Transfer”) without the consent of Landlord, provided: (1) Tenant is not in default under this Lease beyond any applicable notice and cure period; (2) if such proposed transferee is a successor to Tenant by purchase, said proposed transferee shall acquire all or substantially all of the stock or assets of Tenant’s business or, if such proposed transferee is a successor to Tenant by merger, consolidation or reorganization, the continuing or surviving entity shall own all or substantially all of the assets of Tenant; (3) with respect to a Permitted Transfer to a proposed transferee described in clause (ii), such proposed transferee shall have a net worth which is at least equal to the greater of Tenant’s net worth at the date of this Lease or Tenant’s net worth as of the day prior to the proposed purchase, merger, consolidation or reorganization as evidenced to Landlord’s reasonable satisfaction; and (4) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed purchase, merger, consolidation or reorganization.

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Tenant has no express or implied authority to create or place any lien or encumbrance of any kind upon, or in any manner to bind the interest of Landlord or Tenant in, the Premises or the Project or to charge the rentals payable hereunder for any claim in favor of any person dealing with Tenant, including those who may furnish materials or perform labor for any construction or repairs. Tenant covenants and agrees that it will pay or cause to be paid all sums due and payable by it on account of any labor performed or materials furnished in connection with any work performed on the Premises and that it will save and hold Landlord harmless from all loss, cost or expense (including without limitation, reasonable attorneys’ fees) based on or arising out of asserted claims or liens against the leasehold estate or against the interest of Landlord in the Premises or under this Lease. If a lien is attached to the Project or any part thereof and Tenant fails to remove such lien of record within ten (10) days after receiving written notice of such lien, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same of record. Any amount paid by Landlord for any of the aforesaid purposes including, but not limited to, reasonable attorneys’ fees, shall be paid by Tenant to Landlord within thirty (30) days after demand as Additional Rent. Tenant shall within ten (10) days of receiving such notice of lien or claim have such lien or claim released of record, by bonding or otherwise. Tenant’s failure to comply with the provisions of the foregoing sentence shall be deemed an Event of Default entitling Landlord to exercise all of its remedies therefor without the requirement of any additional notice or cure period.

A. Landlord shall, at all times during the Lease Term, procure and maintain: (i) policies of insurance covering loss or damage to the Project in an amount equal to the full replacement cost of the Building, excluding all property and improvements installed or placed in the Premises by Tenant at Tenant’s expense (whether under the Existing Lease or this Lease), which shall provide protection against loss by fire and other all-risk casualties including earthquake and flood and such other property insurance as may be required by Landlord’s mortgagee or as otherwise desired by Landlord, and such policy shall have a commercially reasonable deductible, and (ii) commercial general liability insurance applicable to the Building and the Common Areas, providing a minimum limit of $3,000,000.00 per occurrence.

B. Tenant shall procure and maintain, at its expense, (i) all-risk (special form) property insurance in an amount equal to the full replacement cost of Tenant’s Property located in the Premises and improvements installed or placed in the Premises by Tenant at Tenant’s expense (whether under the Existing Lease or this Lease); (ii) a policy or policies of general liability and umbrella or excess liability insurance applying to Tenant’s operations and use of the Premises, providing a minimum limit of $3,000,000.00 per occurrence and in the aggregate, naming Landlord and Landlord’s Project manager as additional insureds, (iii) automobile liability insurance covering owned, non-owned and hired vehicles in an amount not less than a combined single limit of $1,000,000.00 per accident, (iv) workers’ compensation insurance covering Tenant’s employment of workers and anyone for whom Tenant may be liable for workers’ compensation claims (workers’

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compensation insurance is required and no alternative forms of insurance are permitted) and employer’s liability insurance in an amount not less than $1,000,000.00 each accident, $1,000,000.00 disease-each employee and policy limit, with the insurance policies required under this clause (iv) to be endorsed to waive the insurance carriers’ right of subrogation. Tenant shall maintain the foregoing insurance coverages in effect commencing on the earlier to occur of the Commencement Date and the date Tenant takes possession of the Premises, and continuing to the end of the Lease Term, and (v) if Tenant uses radioisotopes in the Premises, environmental pollution liability insurance applying to Tenant’s operations and use of the Premises, providing a minimum limit of $1,000,000.00 per occurrence and in the aggregate, naming Landlord and Landlord’s Project manager as additional insureds.

C. The insurance requirements set forth in this Section 11 are independent of the waiver, indemnification, and other obligations under this Lease and will not be construed or interpreted in any way to restrict, limit or modify the waiver, indemnification and other obligations or to in any way limit any party’s liability under this Lease. In addition to the requirements set forth in Sections 11 and 12, the insurance required of Landlord and Tenant under this Lease must be issued by an insurance company with a rating of no less than A-VIII in the current Best’s Insurance Guide or that is otherwise acceptable to Landlord, and admitted to engage in the business of insurance in the state in which the Building is located; be primary insurance for all claims under it and provide that any insurance carried by Landlord, Landlord’s Project manager, and Landlord’s lenders is strictly excess, secondary and noncontributing with any insurance carried by Tenant; and provide that insurance may not be cancelled, nonrenewed or the subject of change in coverage of available limits of coverage, except upon thirty (30) days’ prior written notice to Landlord and Landlord’s lenders. Tenant will deliver to Landlord a legally enforceable certificate of insurance on all policies procured by Tenant in compliance with Tenant’s obligations under this Lease on or before the date Tenant first occupies any portion of the Premises, at least ten (10) days before the expiration date of any policy and upon the renewal of any policy.

D. Notwithstanding anything to the contrary set forth herein, neither Landlord nor Tenant shall be liable (by way of subrogation or otherwise) to the other party (or to any insurance company insuring the other party) for any loss or damage to any of the property of Landlord or Tenant, as the case may be, with respect to their respective property, the Building, the Project or the Premises or any addition or improvements thereto, or any contents therein, to the extent covered by insurance carried or required to be carried by a party hereto even though such loss might have been occasioned by the negligence or willful acts or omissions of the Landlord or Tenant or their respective employees, agents, contractors or invitees. Landlord and Tenant shall give each insurance company which issues policies of insurance, with respect to the items covered by this waiver, written notice of the terms of this mutual waiver, and shall have such insurance policies properly endorsed, if necessary, to prevent the invalidation of any of the coverage provided by such insurance policies by reason of such mutual waiver. For the purpose of the foregoing waiver, the amount of any deductible applicable to any loss or damage shall be deemed covered by, and recoverable by the insured under the insurance policy to which such deductible relates.

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To the extent not expressly prohibited by law, Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless and indemnify the other and the other’s agents, partners, shareholders, members, officers, directors, beneficiaries and employees (collectively, the “Indemnitees”) from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against the Indemnitees, including without limitation reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties, other than the Indemnitees, that may arise from the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees. Such third parties shall not be deemed third party beneficiaries of this Lease. If any action, suit or proceeding is brought against any of the Indemnitees by reason of the negligence or willful misconduct of Indemnitor or any of Indemnitor’s agents, members, partners or employees, then Indemnitor will, at Indemnitor’s expense and at the option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the extent not expressly prohibited by law, Tenant agrees to hold harmless and indemnify Landlord and Landlord’s Indemnitees from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the Premises, except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Indemnitees.

If the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the more than 50% of the Building is damaged or in the event there is less than one (1) year of the Lease Term remaining or in the event Landlord’s mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt or in the event of any material uninsured loss to the Building (other than an uninsured loss resulting from Landlord’s failure to carry the insurance required under Section 1l.A above), Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days after the date of such casualty. If Landlord does not elect to terminate this Lease pursuant to the foregoing termination right, Landlord shall deliver to Tenant within sixty (60) days after the date of the damage, a reasonable estimate of the time required to repair and restore the Building (the “Repair Estimate”). If Landlord does not thus elect to terminate this Lease pursuant to the foregoing and Tenant does not elect to terminate this Lease as provided below, Landlord shall commence and proceed with reasonable diligence to restore the Building, excluding the improvements installed or placed in the Premises by Landlord or Tenant at Tenant’s expense (whether under the Existing Lease or this Lease ) to substantially the same condition in which it was immediately prior to the happening of the casualty and shall use commercially reasonable efforts to complete such restoration within the time period set forth in the Repair Estimate. If as a result of such fire or casualty the Premises or any part thereof have been damaged, and provided that the Repair Estimate states that repair and

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restoration thereof will not be completed within one hundred eighty (180) days after the date of the damage, Tenant may terminate this Lease by giving Landlord written notice of termination within ten (10) Business Days after the date Tenant receives the Repair Estimate. Notwithstanding the foregoing, Landlord’s obligation to restore the Building, and the improvements located within the Premises shall not require Landlord to expend for such repair and restoration work more than the insurance proceeds actually received by Landlord as a result of the casualty; provided that if Landlord does not have sufficient insurance proceeds to substantially complete its restoration of the Premises as required hereunder, and Landlord elects not to fund any shortfall, Landlord shall so notify Tenant and Tenant, within 10 days thereafter (which notice shall not be later than 60 days after the date of the casualty), shall have the right to terminate this Lease by the giving of written notice to Landlord. When the repairs described in the preceding two sentences have been completed by Landlord, Tenant shall complete the restoration of all leasehold improvements in the Premises which were previously installed or placed in the Premises by Tenant or Landlord at Tenant’s expense (whether under the Existing Lease or this Lease) and all furniture, fixtures and equipment which are necessary to permit Tenant’s reoccupancy of the Premises. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof, except that Tenant’s Rent shall be abated from the date of the damage or destruction for any portion of the Premises that is unusable by Tenant until the date which is the earliest to occur of (i) seven (7) months after Landlord’s completion of the Landlord’s restoration obligations with respect to the Premises, (ii) the date Tenant’s restoration obligations with respect to leasehold improvements in the Premises are completed, and (iii) Tenant’s occupancy of the Premises for the conduct of business therein, which abatement shall be in the same proportion that the square footage of the Premises which is unusable by Tenant bears to the total square footage of the Premises; provided that Tenant shall not be entitled to any abatement of Rent if the damage or destruction within the Premises is restored within five (5) Business Days after Landlord’s receipt of written notice from Tenant of the occurrence of the damage or destruction. Notwithstanding the foregoing, if Tenant was entitled to but elected not to exercise its right to terminate the Lease and Landlord does not substantially complete the repair and restoration of the Premises within the estimated period of time set forth in the Repair Estimate, which period shall be extended to the extent of any Reconstruction Delays (hereinafter defined), then Tenant may terminate this Lease by written notice to Landlord within ten (l0) Business Days after the expiration of such period, as the same may be extended. For purposes of this Lease, the term “Reconstruction Delays” shall mean: (i) any delays caused by Tenant; and (ii) any delays caused by events of Force Majeure.

If the whole or any substantial part of the Premises or if the Building or any portion thereof which would leave the remainder of the Building unsuitable for use comparable to its use on the Commencement Date, or if the land on which the Building is located or any material portion thereof, shall be taken or condemned for any public or quasi-public use under governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, then Landlord may, at its option, terminate this Lease and Rent shall be abated during the unexpired portion of this Lease, effective when the physical taking of said Premises or said portion of the Building or land shall occur. If this Lease is not terminated, the rent for any portion of the Premises so taken or condemned shall be abated during the unexpired Lease Term effective when

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the physical taking of said portion of the Premises shall occur. All compensation awarded for any taking or condemnation, or sale proceeds in lieu thereof, shall be the property of Landlord, and Tenant shall have no claim thereto, the same being hereby expressly waived by Tenant, except for any portions of such award or proceeds which are specifically allocated by the condemning or purchasing party for the taking of or damage to trade fixtures of Tenant and moving costs, which Tenant specifically reserves to itself.

The following events shall be deemed to be “Events of Default” under this Lease: (i) Tenant fails to pay any Rent when due; provided that the first (1^st) such failure during any consecutive twelve (12) month period during the Term shall not be an Event of Default if Tenant pays the amount due within five (5) days after Tenant’s receipt of written notice from Landlord such payment was not made when due, (ii) Tenant fails to perform any other provision of this Lease not described in this Section 16, and such failure is not cured within thirty (30) days (or immediately if the failure involves a hazardous condition) after notice from Landlord, however, other than with respect to a hazardous condition, if Tenant’s failure to comply cannot reasonably be cured within thirty (30) days, Tenant shall be allowed additional time (not to exceed thirty (30) additional days) as is reasonably necessary to cure the failure so long as Tenant begins the cure within thirty (30) days and diligently pursues the cure to completion; (iii) Tenant fails to observe or perform any of the covenants with respect to (a) assignment and subletting as set forth in Section 9, (b) mechanic’s liens as set forth in Section 10, (c) insurance as set forth in Section 11, or (d) delivering estoppel certificates as set forth in Section 22; (iv) the leasehold interest of Tenant is levied upon or attached under process of law; (v) Tenant or any guarantor of this Lease dies or dissolves; (vi) Tenant fails to deliver subordination agreements as set forth in Section 22 and the continuance of such failure for five (5) days after Tenant’s receipt of written notice of such failure from Landlord; or (vii) any voluntary or involuntary proceedings are filed by or against Tenant or any guarantor of this Lease under any bankruptcy, insolvency or similar laws and, in the case of any involuntary proceedings, are not dismissed within sixty (60) days after filing.

A. Upon the occurrence of any Event of Default, Landlord shall have the following rights and remedies, in addition to those allowed by law or equity, any one or more of which may be exercised without further notice to or demand upon Tenant and which may be pursued successively or cumulatively as Landlord may elect:

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To the greatest extent permitted by law, Tenant waives the’ service of notice of Landlord’s intention to re-enter as provided for in any statute, or to institute legal proceedings to that end, and also waives all right of redemption in case Tenant shall be disposed by a judgment or by warrant of any court or judge. TENANT KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT BROUGHT BY LANDLORD TO RECOVER POSSESSION OF THE PREMISES FOLLOWING LANDLORD’S TERMINATION OF TIDS LEASE OR THE RIGHT OF TENANT TO POSSESSION OF THE PREMISES PURSUANT TO THE TERMS OF THIS LEASE AND ON ANY CLAIM FOR DELINQUENT RENT WHICH LANDLORD MAY JOIN IN ITS LAWSUIT TO RECOVER POSSESSION. LANDLORD IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THE FOREGOING WAIVER.

B. If Landlord exercises either of the remedies provided in Sections 17A(2) or 17A(3), Tenant shall surrender possession and vacate the Premises and immediately deliver possession thereof to Landlord, and Landlord may re-enter and take complete and peaceful possession of the Premises, with process of law, and Landlord may remove all occupants and property therefrom, using such force as may be necessary to the extent allowed by law, without being deemed guilty in any manner of trespass, eviction or forcible entry and detainer and without relinquishing Landlord’s right to Rent or any other right given to Landlord hereunder or by operation of law.

C. If Landlord terminates the right of Tenant to possession of the Premises without terminating this Lease, Landlord shall have the right to immediate recovery of all amounts then due hereunder. Such termination of possession shall not release Tenant, in whole or in part, from Tenant’s obligation to pay Rent hereunder for the full Lease Term, and Landlord shall have the right, from time to time, to recover from Tenant, and Tenant shall remain liable for, all Rent accruing as it becomes due under this Lease during the period from the date of such notice of termination of possession to the stated end of the Lease Term. In any such case, Landlord shall make reasonable efforts, in accordance with Section 17E hereof, to relet the Premises. In attempting to relet the Premises, Landlord may make repairs, alterations and additions in or to the Premises and redecorate the same to the extent reasonably deemed by Landlord necessary or desirable, and Tenant upon

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demand shall pay the reasonable cost of all of the foregoing together with Landlord’s reasonable expenses of reletting. The rents from any such reletting shall be applied first to the payment of the expenses of reentry, redecoration, repair and alterations and the expenses of reletting (including reasonable attorneys’ fees and brokers’ fees and commissions) and second to the payment of Rent herein provided to be paid by Tenant. Any excess or residue shall operate only as an offsetting credit against the amount of Rent due and owing as the same thereafter becomes due and payable hereunder.

D. If this Lease is terminated by Landlord, Landlord shall be entitled to recover from Tenant all Rent accrued and unpaid for the period up to and including such termination date, as well as all other additional sums payable by Tenant, or for which Tenant is liable or for which Tenant has agreed to indemnify Landlord, which may be then owing and unpaid, and all reasonable costs and expenses, including court costs and reasonable attorneys’ fees incurred by Landlord in the enforcement of its rights and remedies hereunder. In addition, Landlord shall be entitled to recover as damages for loss of the bargain and not as a penalty (1) the unamortized portion of any concessions offered by Landlord to Tenant in connection with this Lease, including without limitation Landlord’s contribution to the cost of tenant improvements, if any, installed by either Landlord or Tenant pursuant to this Lease or any work letter in connection with this Lease, provided that for purposes hereof, the $525,000.00 payment made by Landlord to Tenant pursuant to Section 31 below shall be amortized over a five (5) year period commencing on the Commencement Date, (2) the aggregate sum which at the time of such termination represents the excess, if any, of the present value of the aggregate Rent which would have been payable after the termination date had this Lease not been terminated, including, without limitation, the amount projected by Landlord to represent Additional Rent for the remainder of the Lease Term, over the then present value of the then aggregate fair rent value of the Premises for the balance of the Lease Term, such present worth to be computed in each case on the basis of a ten percent (10%) per annum discount from the respective dates upon which such Rent would have been payable hereunder had this Lease not been terminated, and (3) any damages in addition thereto, including without limitation reasonable attorneys’ fees and court costs, which Landlord sustains as a result of the breach of any of the covenants of this Lease other than for the payment of Rent.

E. To the extent required by applicable laws, Landlord shall use commercially reasonable efforts to mitigate any damages resulting from an Event of Default by Tenant under this Lease.

F. The receipt by Landlord of less than the full Rent due shall not be construed to be other than a payment on account of Rent then due, nor shall any statement on Tenant’s check or any letter accompanying Tenant’s check be deemed an accord and satisfaction, and Landlord may accept such payment without prejudice to Landlord’s right to recover the balance of the Rent due or to pursue any other remedies provided in this Lease. The acceptance by Landlord of Rent hereunder shall not be construed to be a waiver of any breach by Tenant of any term, covenant or condition of this Lease. No act or omission by Landlord or its employees or agents during the term of this Lease shall be

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deemed an acceptance of a surrender of the Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord.

G. In the event of any litigation between Tenant and Landlord to enforce or interpret any provision of this Lease or to enforce any right of either party hereto, the unsuccessful party to such litigation shall pay to the successful party all costs and expenses, including reasonable attorney’s fees, incurred therein.

H. All property of Tenant removed from the Premises by Landlord pursuant to any provision of this Lease or applicable law may be handled, removed or stored by Landlord at the cost and expense of Tenant, and Landlord shall not be responsible in any event for the value, preservation or safekeeping thereof. Tenant shall pay Landlord for all expenses incurred by Landlord with respect to such removal and storage so long as the same is in Landlord’s possession or under Landlord’s control. All such property not removed from the Premises or retaken from storage by Tenant within thirty (30) days after the end of the Lease Term or termination of Tenant’s right to possession of the Premises, however terminated, at Landlord’s option, shall be conclusively deemed to have been conveyed by Tenant to Landlord by bill of sale with general warranty of title without further payment or credit by Landlord to Tenant.

Failure of either party to declare any default immediately upon its occurrence, or delay in taking any action in connection with an event of default, shall not constitute a waiver of such default, nor shall it constitute an estoppel against the non-defaulting party, but the non-defaulting party shall have the right to declare the default at any time and take such action as is lawful or authorized under this Lease. Failure by non-defaulting party to enforce its rights with respect to any one default shall not constitute a waiver of its rights with respect to any subsequent default.

Tenant shall, and may peacefully have, hold, and enjoy the Premises, subject to the other terms hereof, provided that Tenant pays the Rent and other sums herein recited to be paid by Tenant and timely performs all of Tenant’s covenants and agreements herein contained.

Intentionally omitted.

If Tenant continues to occupy the Premises after the expiration or other termination of this Lease or the termination of Tenant’s right of possession, such occupancy shall be that of a tenancy at sufferance. Tenant shall, throughout the entire holdover period, be subject to all the terms and provisions of this Lease and shall pay for its use and occupancy an amount (on a per month basis without reduction for any partial months during any such holdover) equal to one hundred fifty percent (150%) of the Base Rent and Additional Rent due under this Lease for the last full month

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of the term hereof during the first thirty (30) days of such holdover, and two hundred percent (200%) of such Base Rent and Additional Rent thereafter during such holdover. No holding over by Tenant or payments of money by Tenant to Landlord after the expiration of the Lease Term shall be construed to extend the Lease Term or prevent Landlord from recovery of immediate possession of the Premises by summary proceedings or otherwise Tenant shall also be liable to Landlord for all direct and consequential damages which Landlord may suffer by reason of any holding over by Tenant.

Tenant accepts this Lease subject and subordinate to any ground lease, mortgage, deed of trust or other lien presently existing or hereafter arising upon the Premises, or upon the Building or the Project and to any renewals, modifications, refinancings and extensions thereof, but Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion; provided that the foregoing subordination in respect of any mortgage or deed of trust placed on the Premises, the Building or the Project after the date hereof shall not become effective until and unless the holder of such mortgage or deed of trust delivers to Tenant a subordination, non-disturbance and attornment agreement permitting Tenant, if Tenant is not then in default under, or in breach of any provision of, this Lease, to remain in occupancy of the Premises in the event of a foreclosure of any such mortgage or deed of trust. The provisions of the foregoing sentence shall be self-operative and no further instrument of subordination shall be required. However, Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien now existing or hereafter placed upon the Premises, or the Building or the Project and Tenant agrees within ten (10) Business Days after written demand to execute such further instruments subordinating this Lease or attorning to the holder of any such liens as Landlord may request. Tenant agrees that it shall from time-to-time furnish within ten (10) Business Days after so requested by Landlord, a certificate signed by Tenant certifying as to such matters as may be reasonably requested by Landlord. Any such certificate may be relied upon by any ground lessor, prospective purchaser, secured party, mortgagee or any beneficiary under any mortgage, deed of trust on the Building or the Project or any part thereof or interest of Landlord therein.

Any notice required or permitted to be given under this Lease or by law shall be deemed to have been given if it is written and delivered in person or mailed by Registered or Certified mail, postage prepaid, or sent by a nationally recognized overnight delivery service to the party who is to receive such notice at the address specified in Section 1 of this Lease (and, if no address is listed for Tenant, notices to Tenant shall be delivered to the Premises). When so mailed or sent by overnight delivery service, the notice shall be deemed to have been given on receipt or upon first attempted delivery if receipt is refused. The address specified in Section 1 of this Lease may be changed from time to time by giving written notice thereof to the other party.

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Upon the termination of the Lease Term, or upon any termination of Tenant’s right to possession of the Premises, Tenant will at once surrender possession of the Premises to Landlord in good condition and repair, ordinary wear and tear excepted. Tenant shall surrender to Landlord all keys to the Premises and make known to Landlord the combination of all combination locks which Tenant is required to leave on the Premises.

Landlord reserves the following rights, exercisable without notice, except as provided herein, and without liability to Tenant for damage or injury to property, person or business and without affecting an eviction or disturbance of Tenant’s use or possession or giving rise to any claim for setoff or abatement of rent or affecting any of Tenant’s obligations under this Lease: (1) upon thirty (30) days’ prior notice to change the name or street address of the Building; (2) to install and maintain signs on the exterior and interior of the Building (excluding in the Premises); (3) to designate and approve window coverings to present a uniform exterior appearance; (4) to retain at all times and to use in appropriate instances, pass keys to the lock to the main entrance of the Premises; provided however, that except in the event of an emergency, Landlord shall not be permitted to enter into any restricted areas inside the Premises without being accompanied by a representative of Tenant so long as Tenant makes such representative available; (5) to approve the weight, size, or location of heavy equipment, or articles within the Premises; (6) to change the arrangement and location of public parts of the Project; (7) to enter the Premises to inspect the same or to show the Premises to prospective purchasers, mortgagees, insurers, or during the last twelve months of the Lease Term, to prospective tenants, or to clean or make repairs, alterations or additions thereto, provided that, except for any entry in an emergency situation, Landlord shall provide Tenant with at least 24 hour prior notice (which may be oral) of any entry into the Premises and shall be accompanied by a representative of Tenant at all times so long as Tenant makes such representative available; and (8) to temporarily close the Premises or the Building to perform repairs, alterations or additions in the Premises or the Building; provided that except in the event of an emergency, such closing will occur during periods other than Normal Business Hours and Landlord shall provide Tenant with at least seven (7) days advance written notice of such closing. In exercising its rights under this Section 25, Landlord shall make commercially reasonable efforts to avoid unreasonably interfering with Tenant’s business operations in the Premises.

A. If any term or provision of this Lease, or the application thereof, shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

B. This Lease shall not be recorded, but the parties agree to execute a memorandum of this Lease for recording purposes which shall set forth the Commencement Date, the Lease Term and any extensions, and the legal description

23

attached as Exhibit A-1 hereto. If either party desires to record such memorandum, or any amended memorandum, such party shall do so at its own cost and expense. Upon expiration or termination of this Lease, if requested by Landlord, Tenant shall execute an instrument in recordable form terminating such memorandum.

C. This Lease and the rights and obligations of the parties hereto shall be interpreted, construed, and enforced in accordance with the laws of the state in which the Building is located.

D. The term “Force Majeure” shall mean strikes, riots, acts of God, shortages of labor or materials, war, acts of terrorism, governmental laws, regulations or restrictions, or any other cause whatsoever beyond the control of Landlord or Tenant, as the case may be. Whenever a period of time is herein prescribed for the taking of any action by Landlord or Tenant (other than the payment of Rent and all other such sums of money as shall become due hereunder), such party shall not be liable or responsible for, and there shall be excluded from the computation of such period of time, any delays due to events of Force Majeure.

E. Except as expressly otherwise herein provided, with respect to all required acts of Landlord and Tenant, time is of the essence of this Lease.

F. Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder and in the Building and Project referred to herein, and in such event and upon such written transfer and notice thereof to Tenant, Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations. Landlord agrees to provide Tenant with written notice of such transfer promptly after the occurrence thereof.

G. Tenant hereby represents to Landlord that it has dealt directly with and only with the Broker as a broker in connection with this Lease. Landlord and Tenant hereby indemnify and hold each other harmless against any loss, claim, expense or liability with respect to any commissions or brokerage fees claimed by any broker or finder other than the Broker on account of the execution and/or renewal of this Lease due to any action of the indemnifying party.

H. If there is more than one Tenant, or if Tenant as such is comprised of more than one person or entity, the obligations hereunder imposed upon Tenant shall be joint and several obligations of all such parties. All notices, payments, and agreements given or made by, with or to any one of such persons or entities shall be deemed to have been given or made by, with or to all of them.

I. Tenant acknowledges that the financial capability of Tenant to perform its obligations hereunder is material to Landlord and that Landlord would not enter into this Lease but for its belief, based on its review of Tenant1s financial statements, that Tenant is capable of performing such financial obligations. Tenant hereby represents, warrants and

24

certifies to Landlord that its financial statements previously furnished to Landlord were at the time given true and correct in all material respects and that there have been no material subsequent changes thereto as of the date of this Lease. Tenant, within 15 days after request, shall provide Landlord with a current financial statement and such other information as Landlord may reasonably request in order to create a “business profile” of Tenant and determine Tenant’s ability to fulfill its obligations under this Lease. Landlord, however, shall not require Tenant to provide such information unless Landlord requires the information in connection with a proposed financing or sale of the Building. Landlord will employ diligent efforts to keep the financial statements confidential; which diligent efforts shall be at least equivalent to that degree of care and protection Landlord exercises with regard to its own confidential information, but in no event less than ordinary care. Landlord shall not, without Tenant’s prior written consent, disclose the contents of the financial statements to any person or entity other than to Landlord’s employees, officers, directors, partners, investors, agents (including attorneys, accountants, financial advisors and property managers), lenders and prospective purchasers of the Project (collectively called “Representatives”), except as required by law; provided that such Representatives shall be informed of the terms of this Agreement and shall agree to be bound by the provisions hereof regarding non-disclosure of the contents of the financial statements.

J. Notwithstanding anything to the contrary contained in this Lease, the expiration of the Lease Term, whether by lapse of time or otherwise, shall not relieve either Landlord or Tenant from such party’s obligations accruing prior to the expiration of the Lease Term, and such obligations shall survive any such expiration or other termination of the Lease Term.

K. Landlord and Tenant understand, agree and acknowledge that (i) this Lease has been freely negotiated by both parties; and (ii) in any controversy, dispute or contest over the meaning, interpretation, validity, or enforceability of this Lease or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Lease or any portion thereof.

L. The headings and titles to the paragraphs of this Lease are for convenience only and shall have no affect upon the construction or interpretation of any part hereof. The term “including” shall be deemed to mean “including without limitation”.

Landlord has delivered a copy of this Lease to Tenant for Tenant’s review only, and the delivery hereof does not constitute an offer to Tenant or an option. This Lease shall not be effective until an original of this Lease executed by both Landlord and Tenant and an original Guaranty, if applicable, executed by each Guarantor is delivered to and accepted by Landlord, and this Lease has been approved by Landlord’s mortgagee, if required.

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This Lease, including the Exhibits attached hereto, constitutes the entire agreement between the parties hereto with respect to the subject matter of this Lease and supersedes all prior agreements and understandings between the parties related to the Premises, including all lease proposals, letters of intent and similar documents. Tenant expressly acknowledges and agrees that Landlord has not made and is not making, and Tenant, in executing and delivering this Lease, is not relying upon, any warranties, representations, promises or statements, except to the extent that the same are expressly set forth in this Lease. This Lease may be modified only by a written agreement signed by Landlord and Tenant. LANDLORD AND TENANT EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, ALL OF WHICH ARE HEREBY WAIVED BY TENANT, AND THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE.

Any liability of Landlord under this Lease shall be limited solely to its interest in the Project, and in no event shall any personal liability be asserted against Landlord, its members, or their respective members, partners, shareholders, officers, directors, agents or employees, in connection with this Lease nor shall any recourse be had to any other property or assets of Landlord, its members, or their respective members, partners, shareholders, officers, directors, agents or employees.

A. Except as otherwise set forth in Exhibit F attached hereto, Tenant hereby represents and covenants to Landlord the following: No toxic or hazardous substances or wastes, pollutants or contaminants (including, without limitation, asbestos, urea formaldehyde, the group of organic compounds known as polychlorinated biphenyls, petroleum products including gasoline, fuel oil, crude oil and various constituents of such products, radon, and any hazardous substance as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601-9657, as amended (“CERCLA”)) or any contaminant listed or defined as hazardous or toxic under any Environmental Law (hereinafter defined) (collectively, “Hazardous Substances”) other than customary office supplies and cleaning supplies stored and handled within the Premises in accordance with all applicable laws, will be generated, treated, stored, released or disposed of, or otherwise placed, deposited in or located on the Project, and no activity shall be taken on the Project, by Tenant, its agents, employees, invitees or contractors, that would cause or contribute to (i) the Project or any part thereof to become a generation, treatment, storage or disposal facility within the meaning of or otherwise bring the Project within the ambit of the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. 5901 et. seq., or any similar state law or local ordinance, (ii) a release or threatened release of toxic or hazardous wastes or substances, pollutants or contaminants, from the Project or any part thereof within the meaning of, or

26

otherwise result in liability in connection with the Project within the ambit of CERCLA, or any similar state law or local ordinance, or (iii) the discharge of pollutants or effluents into any water source or system, the dredging or filling of any waters, or the discharge into the air of any emissions, that would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. 1251 et. seq., or the Clean Air Act, 42 U.S.C. 7401 et. seq., or any similar state law or local ordinance.

B. Tenant agrees to indemnify and hold Indemnitees (as defined in Section 12) harmless from and against and to reimburse Indemnitees with respect to, any and all claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Landlord at any time and from time-to­time by reason of or arising out of the breach of any representation or covenant contained in Section 30.A above.

C. As used herein “Environmental Laws” mean all present and future federal, state and municipal laws, ordinances, rules and regulations applicable to environmental and ecological conditions, and the rules and regulations of the U.S. Environmental Protection Agency, and any other federal, state or municipal agency, or governmental board or entity relating to environmental matters.

Within fifteen (15) Business Days after the full execution and delivery of this Lease by Tenant and Landlord, Landlord shall pay to Tenant the amount of $525,000.00; provided that Landlord shall not be obligated to disburse any portion of such amount during the continuance of an uncured default under this Lease, and Landlord’s obligation to disburse shall only resume when and if such default is cured.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written.

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EXHIBIT A

OUTLINE AND LOCATION OF PREMISES

A-1

EXHIBIT A-1
LEGAL DESCRIPTION OF LAND
LEGAL DESCRIPTION (RESEARCH TRICENTER I)
BEGINNING AT AN EXISTING IRON PIN BEING LOCATED ON THE NORTHEASTERN RIGHT OF WAY OF CORNWALLIS ROAD, SAID ROAD HAVING A 150 FOOT PUBLIC RIGHT OF WAY AND ALSO BEING A COMMON CORNER WITH THE PROPERTY BELONGING TO BALLARD CAROLINA PARTNERS (DB 1864 PG 398) AND SAID IRON HAVING NORTH CAROLINA GRID COORDINATES (1927 NAD) N=792,904.62 AND E=2,034,199.55, THENCE RUNNING ALONG SAID CORWALLIS ROAD RIGHT OF WAY ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 11,384.16 FEET, AN ARC LENGTH OF 372.13 FEET, AND AN INTERIOR CHORD BEARING AND DISTANCE OF NORTH 33º51’18” WEST, 372.11 FEET TO AN EXISTING IRON PIN BEING A COMMON CORNER WITH THE PROPERTY BELONGING TO RESEARCH TRICENTER ASSOCIATED (DB 1542 PG 212) (PB 126 PG. 166),_THENCE LEAVING SAID RIGHT OF WAY OF CORNWALLIS ROAD AND RUNNING ALONG THE EASTERN PROPERTY LINE OF THE PROPERTY BELONGING TO RESEARCH TRICENTER ASSOCIATES THE FOLLOWING COURSES AND DISTANCE: NORTH 57 º 33’02” EAST, 9.12 FEET TO AN EXISTING IRON PIN. ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 337.50 FEET, AN ARC LENGTH OF 157.18 FEET, AN EXTERIOR CHORD BEARING AND DISTANCE OF NORTH 25º41’45’’ EAST, 155.76 FEET TO AN EXISTING IRON PIN, NORTH 12 º21’26” EAST, 15.36 FEET TO AN EXISTING IRON PIN, ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 75.00 FEET, AN ARC LENGTH OF 131.34 FEET, AND AN INTERIOR CHORD BEARING AND DISTANCE OF NORTH 62 º31’33” EAST, 115.19 FEET TO AN EXISTING IRON PIN, NORTH 27 º15’55” EAST, 230.16 FEET TO AN EXISTING IRON PIN BEING LOCATED IN THE EASTERN PROPERTY LINE OF RESEARCH TRICENTER ASSOCIATES, AND ALSO BEING THE SOUTHWESTERN MOST CORNER OF RESEARCH TRICENTER V (PB 126 PG 164), THENCE RUNNING ALONG THE SOUTHERN PROPERTY LINE OF RESEARCH TRICENTER V AND RESEARCH TRICENTER ASSOCIATES (PB 126 PG 164) (DB 2179 PG 490) THE FOLLOWING COURSES AND DISTANCE: SOUTH 87 º11’38” EAST, 448.22 FEET TO AN EXISTING IRON PIN, ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 850.00 FEET, AN ARC LENGTH OF 144.42 FEET, AN EXTERIOR CHORD BEARING AND DISTANCE OF SOUTH 59 º38’51” EAST, 144.25 FEET TO AN EXISTING IRON PIN, SOUTH 65 º44’16” EAST, 69.24 FEET TO AN EXISTING IRON PIN, NORTH 48 º47’29” EAST, 47.00 FEET TO AN EXISTING IRON PIN, SOUTH 88 º40’04” EAST, 95.86 FEET TO A NEW IRON PIN BRING LOCATED ON THE WESTERN RIGHT OF WAY OF NORTHEAST CREEK.
PARKWAY, SAID ROAD HAVING A VARIABLE WIDTH PUBLIC RIGHT OF WAY, THENCE RUNNING ALONG THE WESTERN RIGHT OF WAY OF NORTHEAST CREEK PARKWAY THE FOLLOWING COURSES AND DISTANCES: SOUTH 11º23º48º WEST, 289.71 FEET TO A CONCRETE MONUMENT, ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 2501.48 FEET, AN ARC LENGTH OF 23.03 FEET, AN INTERIOR CHORD BEARING AND DISTANCE OF SOUTH 32º30º08” WEST, 23.03 FEET TO A CONCRETE MONUMENT, ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 1592.02 FEET, AN ARC LENGTH OF 439.73 FEET, AN INTERIOR CHORD BEARING AND DISTANCE OF SOUTH 40º18’54” WEST, 438.34 FEET TO A NEW IRON PIN BEING A COMMON PROPERTY CORNER OF THE PROPERTY BELONGING TO BALLARD CAROLINA PARTNERS, THENCE LEAVING SAID RIGHT OF WAY OF NORTHEAST CREEK PARKWAY AND RUNNING ALONG THE NORTHERN PROPERTY LINE OF BALLARD CAROLINA PARTNERS NORTH 89º23’41” WEST, 492.14 FEET TO AN EXISTING IRON PIN, SAID IRON BEING THE POINT AND PLACE OF BEGINNING, CONTAINING 13.053 ACRES AND/OR 568,588. SQUARE FEET, MORE OR LESS, EXCLUDING THE RIGHT OF WAY TAKEN BY N.C.D.O.T. PER DEED BOOK, 3232 PAGE 628.
LESS AND EXCEPT the parcel conveyed to North Carolina Department of Transportation by virtue of the deed recorded in Book 3232, page 628, Durham County Registry.
TOGETHER WITH all rights and privileges of Grantor in, to and under that certain Easement Agreement, dated May 16, 1990, and recorded in Book 1592, page 870 and Book 1598, page 101, Durham County Registry.
TOGETHER WITH all of Grantor’s rights, privileges and easements pursuant to that certain Declaration of Easements, dated January 21, 1998, recorded in Book 2415, page 686, Durham County Registry.
TOGETHER WITH easements appurtenant to the land contained in that certain Corporation Agreement Regarding Future Easements recorded in Book 4550, Page 680, Durham County, Registry.
ALSO being a portion of the property described in the deed by and between TriCenter (KMWMDLJ), L.L.C. and NLFC 1998-2 Alston Avenue, LLC dated August 17, 2004 and recorded on August 30, 2004 in Book 4525, Page 546, Durham County Registry.
A-1-1

EXHIBIT A-2

LOCATION AND OUTLINE OF

ADDITIONAL SPACE #3 AND ADDITIONAL SPACE #4

A-2-1

SCHEDULE A-2-1

LIST OF HVAC UNITS SERVING

ADDITIONAL SPACE #3 AND ADDITIONAL SPACE #4

A-2-2

EXHIBIT B

RULES AND REGULATIONS

The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking areas associated therewith (if any), the Project and the appurtenances thereto:

1. Sidewalks, entrances, passageways and courts in and about the Project shall not be obstructed nor shall objects be placed against glass partitions, doors or windows which would be unsightly from the exterior of the Building.

2. Plumbing, fixtures and appliances shall be used for only the purpose for which they were designed and no foreign substance of any kind whatsoever shall be thrown or placed therein. Damage resulting to any such fixtures or appliances from misuse by Tenant or its agents, employees or invitees, shall be paid for by Tenant and Landlord shall not in any case be responsible therefor.

3. Any sign, lettering, picture, notice or advertisement installed within the Premises which is visible from the public corridors within the Building shall be installed in such manner, and be of such character and style, as Landlord shall approve, in writing in its reasonable discretion. No sign, lettering, picture, notice or advertisement shall be placed on any outside window or door or in a position to be visible from outside the Building.

4. Intentionally omitted.

5. Intentionally omitted.

6. Tenant shall cause all doors to the Premises to be closed and securely locked before leaving the Building at the end of the day.

7. Tenant shall keep all electrical and mechanical apparatus owned by Tenant free of vibration, noise and airwaves which may be transmitted beyond the Premises.

8. Canvassing, soliciting and peddling in or about the Building or Project is prohibited. Tenant shall cooperate to prevent the same.

9. Tenant shall not use the Premises in any manner which would overload the heating, ventilating or air conditioning systems.

10. Intentionally omitted.

11. Tenant shall not operate or permit to be operated on the Premises any coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusements devices and machines for sale of beverages, foods, candy, cigarettes or other goods), except for those vending machines or similar devices which are for the sole and exclusive use of Tenant’s employees.

12. To the extent permitted by law, Tenant shall not permit picketing or other union activity involving its employees or agents in the Building or on the Project, except in those locations and subject to time and other constraints as to which Landlord may give its prior written consent, which consent may be withheld in Landlord’ sole discretion.

13. Tenant shall comply with all applicable laws, ordinances, governmental orders or regulations and applicable orders or directions from any public office or body having jurisdiction, with respect to the Premises, the Building, the Project and their respective use or occupancy thereof. Tenant shall not make or permit any use of the Premises, the Building or the Project, respectively, which is directly or indirectly forbidden by law, ordinance, governmental regulation or order, or direction of applicable public authority, or which may be dangerous to person or property.

14. Tenant shall not use or occupy the Premises in any manner or for any purpose which would injure the reputation or impair the present or future value of the Premises, the Building or the Project; without limiting the foregoing, Tenant shall not use or permit the Premises or any portion thereof to be used for lodging, sleeping or for any illegal purpose.

15. Tenant shall carry out Tenant’s permitted repair, maintenance, alterations, and improvements in the Premises in a manner which will not interfere with the rights of other tenants in the Building.

16. Landlord may from time to time adopt appropriate systems and procedures for the security or safety of the Building, its occupants, entry and use, or its contents. Tenant, Tenant’s agents, employees, contractors, guests and invitees shall comply with Landlord’s reasonable requirements thereto.

17. Landlord shall have the right to prohibit the use of the name of the Building or any other publicity by Tenant that in Landlord’s opinion may tend to impair the reputation of the Building or its desirability for Landlord or its other tenants. Upon written notice from Landlord, Tenant will refrain from and/or discontinue such publicity immediately.

18. Neither Tenant nor any of its employees, agents, contractors, invitees or customers shall smoke in any area designated by Landlord (whether through the posting of a “no smoking” sign or otherwise) as a “no smoking” area. In no event shall Tenant or any of its employees, agents, contractors, invitees or customers smoke at the entrances to the Building. Landlord reserves the right to designate, from time to time, additional areas of the Building and the Project as “no smoking” areas and to designate the entire Building and the Project as a “no smoking” area.

19. Except in connection with Tenant’s business operations, Tenant, its officers, agents, servants, employees, patrons, licensees, customers, visitors or invitees shall not bring into the Premises or keep on Premises any fish, fowl, reptile, insect or animal without the prior written consent of the Landlord.

20. Neither Tenant nor any officer, agent, employee, servant, patron, customer, visitor, licensee or invitee of any Tenant shall go upon the roof of the Building, without the written consent of the Landlord, which consent shall not be unreasonably withheld.

21. Tenant shall not maintain armed security in or about the Premises.

22. Upon expiration or earlier termination of this Lease, in addition to the requirements under the terms the Lease, Tenant shall ensure that with respect to the Premises and except for normal wear and tear:

[END OF EXHIBIT B]

EXHIBIT C

PAYMENT OF BASIC COSTS

A. During each calendar year, or portion thereof, falling within the Lease Term, Tenant shall pay to Landlord as Additional Rent hereunder Tenant’s Pro Rata Share of Basic Costs (as defined below) for the applicable calendar year. Prior to the Commencement Date, or as soon as practical thereafter, and prior to January 1 of each calendar year during the Lease Term, or as soon as practical thereafter, Landlord shall make a good faith estimate of Basic Costs for the applicable full or partial calendar year and Tenant’s Pro Rata Share thereof. On or before the first day of each month during such calendar year, Tenant shall pay Landlord, as Additional Rent, a monthly installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of Basic Costs. Landlord shall have the right from time to time during any such calendar year to reasonably revise the estimate of Basic Costs for such year and provide Tenant with a revised statement therefor (provided, however, Landlord agrees that Landlord shall not issue a revised statement more than twice in any calendar year), and thereafter the amount Tenant shall pay each month shall be based upon such revised estimate. If Landlord does not provide Tenant with an estimate of the Basic Costs by January 1 of any calendar year, Tenant shall continue to pay a monthly installment based on the previous year’s estimate until such time as Landlord provides Tenant with an estimate of Basic Costs for the current year. Upon receipt of such current year’s estimate, an adjustment shall be made for any month during the current year with respect to which Tenant paid monthly installments of Additional Rent based on the previous year’s estimate. Tenant shall pay Landlord for any underpayment within thirty (30) days after Landlord’s written demand. Any overpayment of Additional Rent shall, at Landlord’s option, be refunded to Tenant or credited against the installment(s) of Additional Rent next coming due under the Lease. Any amount paid by Tenant based on any estimate shall be subject to adjustment pursuant to Paragraph B below.

B. As soon as is practical following the end of each calendar year during the Lease Term, Landlord shall furnish to Tenant a statement of Landlord’s actual Basic Costs for the previous calendar year. If for any calendar year the Additional Rent collected for the prior year, as a result of Landlord’s estimate of Basic Costs, is in excess of Tenant’s actual Pro Rata Share of Basic Costs for such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord’s option apply such amount against Additional Rent due or to become due hereunder). Likewise, Tenant shall pay to Landlord, within thirty (30) days after Landlord’s written demand, any underpayment with respect to the prior year whether or not the Lease has terminated prior to receipt by Tenant of a statement for such underpayment, it being understood that this clause shall survive the expiration of the Lease.

C. “Basic Costs” shall mean all direct and indirect costs, expenses paid and disbursements of every kind (subject to the limitations set forth below), which Landlord incurs, pays or becomes obligated to pay in each calendar year in connection with operating, maintaining, repairing, owning and managing the Building and the Project. Basic Costs shall include, without limitation, insurance premiums and reasonable deductibles, Taxes and the amortized cost of capital improvements made to the Building or the Project which are (i)

primarily for the purpose of reducing operating expense costs or otherwise improving the operating efficiency of the Project or Building; or (ii) required to comply with any laws, rules or regulations of any governmental authority or a requirement of Landlord’s insurance carrier; or (iii) primarily for the purpose of improving security at the Project or the Building. The cost of such capital improvements that are required to be capitalized for federal income tax purposes shall be amortized on a straight line basis over a period equal to the lesser of the useful life thereof for federal income tax purposes or ten (10) years. With respect to Basic Costs which Landlord allocates to the entire Project, Tenant’s Pro Rata Share shall be the percentage set forth in Section 1.J as Tenant’s Pro Rata Share of the Project, and with respect to Basic Costs which Landlord allocates only to the Building, Tenant’s Pro Rata Share shall be the percentage set forth in Section 1.J as Tenant’s Pro Rata Share of the Building.

D. Basic Costs shall not include the following: (i) costs of alterations of tenant spaces (including all tenant improvements to such spaces); (ii) costs of capital improvements, except as provided in Paragraph C above; (iii) depreciation, interest and principal payments on mortgages, and other debt costs, if any; (iv) real estate brokers’ leasing commissions or compensation and advertising and other marketing expenses; (v) costs or other services or work performed for the singular benefit of another tenant or occupant (other than for Common Areas); (vi) legal, space planning, construction, and other expenses incurred in procuring tenants for the Building or renewing or amending leases with existing tenants or occupants of the Building; (vii) costs of adve1iising and public relations and promotional costs and attorneys’ fees associated with the leasing of the Building; (viii) any expense for which Landlord actually receives reimbursement from insurance, condemnation awards, other tenants (other than through the payment of additional rent under such tenants’ leases) or any other source; (ix) costs incurred in connection with the sale, financing, refinancing, mortgaging, or other change of ownership of the Building; (x) rental under any ground or underlying lease or leases; and (xi) during the initial Lease Term, Project management fees in excess of four percent (4%) of the gross revenue from the Building and the Project.

E. “Taxes” shall mean (i) all real estate taxes and assessments on the Project, the Building or the Premises, and taxes and assessments levied in substitution or supplementation in whole or in part of such taxes, (ii) all personal property taxes for the Building’s personal property, including license expenses, (iii) all taxes imposed on services of Landlord’s agents and employees, (iv) all sales, use or other tax, excluding state and/or federal income tax now or hereafter imposed by any governmental authority upon rent received by Landlord, (v) all other taxes, fees or assessments now or hereafter levied by any governmental authority on the Project, the Building or its contents or on the operation and use thereof (except as relate to specific tenants), and (vi) all reasonable costs and fees incurred in connection with seeking reductions in or refunds in Taxes including, without limitation, any costs incurred by Landlord to challenge the tax valuation of the Building or Project, but excluding income taxes. Estimates of real estate taxes and assessments for any calendar year during the Lease Term shall be determined based on Landlord’s good faith estimate of the real estate taxes and assessments. Taxes and assessments hereunder are those accrued with respect to such calendar year, as opposed to the real estate taxes and assessments paid or payable for such calendar year.

F. If the Building and the other buildings in the Project are not at least ninety-five percent (95%) occupied, in the aggregate, during any calendar year of the Lease Term, the cost of water used in the Project for purposes hereof shall, at Landlord’s option, be determined as if the Building and such other buildings in the Project had been ninety-five percent (95%) occupied during such year.

G. Tenant shall have the right to inspect at Tenant’s sole cost and expense, at reasonable times and in a reasonable manner, during the one hundred eighty (180) day period following the delivery of Landlord’s statement of the actual amount of Basic Costs and Taxes, such of Landlord’s books of account and records as pertain to and contain information concerning such costs and expenses in order to verify the amounts thereof. However, notwithstanding the foregoing, if Landlord and Tenant determine that Tenant’s Pro Rata Share of Basic Costs and/or Taxes, as applicable, for the year in question were less than stated by more than five percent (5%), Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for up to $1,000.00 of the reasonable amounts paid by Tenant to third parties in connection with such audit by Tenant. Tenant agrees that any information obtained during an inspection by Tenant of Landlord’s books of account and records shall be kept in confidence by Tenant and its agents and employees and shall not be disclosed to any other parties, except to Tenant’s attorneys, accountants and other consultants. Any parties retained by Tenant to inspect Landlord’s books of account and records shall not be compensated on a contingency fee basis. If Tenant shall not dispute any item or items included in the determination of Basic Costs and Taxes for a particular calendar year by delivering a written notice to Landlord generally describing in reasonable detail the basis of such dispute within one hundred eighty (180) days after the statement for such year was delivered to it, Tenant shall be deemed to have approved such statement. During the pendency of any dispute over Basic Costs, Tenant shall pay, under protest and without prejudice, Tenant’s Pro Rata Share of Basic Costs as calculated by Landlord.

H. Notwithstanding the foregoing, for purposes of computing Tenant’s Pro Rata Share of Basic Costs, the Controllable Basic Costs (hereinafter defined) shall not increase by more than five percent (5%) per calendar year over Controllable Basic Costs for the prior calendar year (determined on an annualized basis). “Controllable Basic Costs” shall mean all Basic Costs exclusive of the cost of snow removal, insurance, taxes, utilities, and capital improvements required by applicable law.

[END OF EXHIBIT C]

EXHIBIT D

ESTOPPEL CERTIFICATE

TENANT ESTOPPEL CERTIFICATE

May 24, 2007

Ladies and Gentlemen:

Scvnexis, Inc., as successor in interest to Scvnexis Chemistry and Automation, Inc. (“Tenant”) acknowledges that (a) Transwestern Research Tricenter North, L.P. (“Landlord”) has entered into an agreement with GROSVENOR INVESTMENT MANAGEMENT US INC (“Purchaser”) for the sale and purchase of the building commonly known as Research Tricenter [North I, South I, II, III, IV, V, VI, VII, VIII and XIV] Durham, North Carolina (the “Building”), (b) Landlord has requested Tenant to execute and deliver this Tenant Estoppel Certificate to Purchaser and present and future lenders providing financing with respect to the Building and related property (each, a “Lender”), and (c) Purchaser, Lender and their respective successors and assigns, will rely upon the certifications by Tenant in this Tenant Estoppel Certificate in connection with the purchase and financing of the Building.

Tenant hereby certifies as follows:

1. Tenant currently leases in the Building the premises (the “Premises”) commonly known as “Suite B & C, 3501 Tri-Center Boulevard, Durham, NC” pursuant to the terms and conditions of the Lease, dated December 15, 1999, between Landlord and Tenant, [as amended by 1^st Amendment dated January 23, 2001, as amended by 2^nd Amendment dated September 5, 2001 as amended by Third Amendment dated February 21, 2005] (the “Lease”). A true, correct and complete copy of the Lease is attached hereto as Exhibit A. Except for the Lease, there are no agreements (written or oral) or documents that are binding on Landlord in connection with the lease of the Premises. The Lease is valid, binding and in full force and effect, and has not been modified or amended in any manner whatsoever except as shown on Exhibit A.

2. The term of the Lease commenced on August 11, 2000 and including any presently exercised option or renewal term, ends on March 31, 2008 for Suite C, The term of the Lease commenced on October 1, 2005 and including any presently exercised option or renewal term, ends on July, 31, 2011 for Suite B subject to any rights of Tenant to extend the term expressly set forth in the Lease. Tenant has no rights to extend the term of the Lease except to the extent expressly set forth in the Lease.

3. Landlord has delivered possession of the Premises to Tenant, and Tenant has accepted possession of, and currently occupies, the Premises.

4. The current monthly base rent payable under the Lease for Suite C is $45,887.35 and the current monthly payment payable under the Lease on account of taxes and operating expenses payable under the Lease is $7,791.31. Tenant’s percentage share of operating expenses and real estate taxes is 39.80%. The current monthly base rent payable under the Lease for Suite B is $17.756.11 and the current monthly payment payable under the Lease on account of taxes and operating expenses payable under the Lease is $3,298.87 Tenant’s percentage share of operating expenses and real estate taxes is 16.85%. Rent and all other charges payable under the Lease on or before the date hereof have been paid. No amounts of monthly base rent payable under the Lease have been prepaid except through the end of the current calendar month, and no other charges payable under the Lease have been prepaid for any period, other than estimated payments of operating expenses and taxes. There are no applicable abatements on rent or other charges now or hereafter existing under the ease.

5. All reconciliations of actual taxes and operating expenses for calendar year 2006 and all previous calendar years with payments made by Tenant therefor have been made and a report thereof delivered to Tenant.

6. Tenant has no options, rights of offer, rights of refusal or other rights to purchase all or any portion of the Building. Tenant has no options, rights of offer, rights of refusal or other rights to expand the Premises or lease any other premises in the Building, except to the extent expressly set forth in the Lease.

7. All obligations, if any, of Landlord under the terms of the Lease with respect to improvements or repairs to the Premises have been fully performed, with the exception of winter damage from changing issues under the slab (foundation), roof installation issues (leakage), and under damage to loading dock walls from the inadequate roof installation, and all allowances, reimbursements or other obligations of Landlord for the payment of monies to or for the benefit of Tenant have been fully paid, all in accordance with the terms of the Lease.

8. To Tenant’s knowledge, neither Landlord nor Tenant is in default in the performance of any covenant, agreement or condition contained in the Lease, and no event has occurred and no condition exists which, with the giving of notice or the lapse of time, or both, would constitute a default by any party under the Lease.

9. Tenant is not the subject of any bankruptcy, insolvency or similar proceeding in any federal, state or other court or jurisdiction.

10. Tenant is in possession of the Premises and has not subleased any portion of the Premises or assigned or otherwise transferred any of its rights under the Lease.

11. Tenant has deposited Forty Eight Thousand Eighty One Dollars and 57/100 cents ($48,081.57) with Landlord as a security deposit under the Lease. Tenant has provided no other security to Landlord with respect to the Lease.

12. Upon notice to Tenant that Purchaser has become the owner of Landlord’s interest in the Premises under the Lease, Tenant will recognize Purchaser as the landlord under the Lease and will pay rent and other amounts due thereunder to Purchaser.

13. The individual executing this Tenant Estoppel Certificate has the authority to do so on behalf of Tenant and to bind Tenant to the terms hereof.

EXHIBIT E

ADDITIONAL PROVISIONS

A. During the Lease Term, Tenant shall have the right to use, in common with other tenants of the Project, up to one hundred fifty-four (154) surface parking spaces in the parking area for the Building. Of said one hundred fifty-four (154) parking spaces, ten (10) of such parking spaces shall be located in the truck courtyard area behind the Premises and two (2) of such parking spaces shall be designated as “Emergency Vehicles Only” in front of the Premises; provided however, Landlord shall have no responsibility for enforcing such use of such parking spaces or liability for any violations thereof. If in the reasonable opinion of Landlord, Tenant and/or its employees, agents, visitors or customers are using more parking spaces than Tenant is entitled to use, Tenant shall immediately upon written notice from Landlord cause its employees, agents, visitors or customers to use only the number of parking spaces allocated to Tenant, and in the event Tenant or its employees, agents, visitors or customers continue to use more parking spaces than Tenant is entitled to use after Tenant’s receipt of such written notice, an Event of Default shall be deemed to have occurred under the Lease. Tenant agrees to cooperate with Landlord in Landlord’s management of the surface parking at the Project, including without limitation, providing the license plate numbers of Tenant’s employees parking on the Project and/or the use of parking stickers.

B. Landlord shall not be responsible for any loss, theft or damage to any articles left in any vehicle while in or being driven to or from the parking area however caused unless due to gross negligence or willful misconduct of Landlord, its agents, servants or employees.

C. Landlord may designate the area in the parking area within which each vehicle may be parked and may make, modify and enforce reasonable rules and regulations relating to the parking of vehicles in the parking area, and Tenant agrees to abide by such rules and regulations. Overnight parking shall be restricted to Tenant’s business vehicles parked in Tenant’s designated loading spaces in the truck court or loading area, unless otherwise approved by Landlord in its reasonable discretion. To the extent permitted by applicable law, vehicles parking in violation of this Exhibit or the rules and regulations applicable to parking may be towed at the vehicle owner’s sole cost and expense.

(a) Tenant shall have the right to extend the Lease Term (the “Renewal Option”) for two additional periods of five (5) years each (each, a “Renewal Term”) commencing on the day following the Expiration Date of the initial Lease Term or the expiration of the first Renewal Term, as applicable, provided that each of the following occurs:

(b) The initial Base Rent rate per rentable square foot for the Premises during the first Renewal Term shall equal the Prevailing Market (hereinafter defined) rate per square foot for the Premises; provided that in no event shall the initial annual Base Rent during the first Renewal Term be less than $12.00 per square foot of the Premises or more than $14.50 per square foot of the Premises. The Base Rent rate payable by Tenant to Landlord during the second Renewal Term, if any, shall be the Base Rent rate applicable to the last year of the first Renewal Term, increased by three percent (3%), with three percent (3%) annual escalations of such augmented Base Rent to take effect on each twelve (12) months anniversary of the second Renewal Term.

(c) Tenant shall pay Additional Rent for the Premises during the applicable Renewal Term in accordance with Exhibit C to this Lease.

(d) Within thirty (30) days after receipt of Tenant’s Initial Renewal Notice for the first Renewal Term, Landlord shall advise Tenant of the applicable Base Rent rate for the Premises for the first Renewal Term. Tenant, within fifteen (15) days after the date on which Landlord advises Tenant of the applicable Base Rent rate for the first Renewal Term, shall either (i) give Landlord final binding written notice (“Binding Renewal Notice”) of Tenant’s Exercise of its option, or (ii) if Tenant disagrees with Landlord’s determination, provide Landlord with written notice of rejection (the “Rejection Notice”). If Tenant fails to provide Landlord with either a Binding Renewal Notice or Rejection Notice within such fifteen (15) day period, Tenant’s Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a Binding Renewal Notice, Landlord and Tenant shall enter into the Renewal Amendment (hereinafter defined) upon the terms and conditions set forth herein. If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall work together to agree upon the Prevailing Market rate for the Premises during the first Renewal Term. Upon agreement Tenant shall provide Landlord with Binding Renewal Notice and Landlord and Tenant shall enter into the Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Premises within thirty (30) days after the date Tenant provides Landlord with the Rejection Notice, Tenant, by written notice to Landlord (the “Arbitration

Notice”) within ten (10) days after the expiration of such thirty (30) day period, shall have the right to have the Prevailing Market rate for the first Renewal Term determined in accordance with the arbitration procedures described in paragraph (f) below. If Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Premises within the thirty (30) day period described and Tenant fails to timely exercise its right to arbitrate, Tenant’s Renewal Option shall be deemed to be null and void and of no further force and effect.

(e) If Tenant timely provides Landlord with an Initial Renewal Notice with respect to the second Renewal Term, such notice shall be binding on Landlord and Tenant and the parties effect. If Tenant provides Landlord with a Binding Renewal Notice, Landlord and Tenant shall enter into the Renewal Amendment (hereinafter defined) upon the terms and conditions set forth herein.

(f) If Tenant provides Landlord with an Arbitration Notice, Landlord and Tenant, within ten (10) days after the date of the Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Prevailing Market rate for the Premises during the Renewal Term (collectively referred to as the “Estimates”) and shall each select an appraiser or broker (hereinafter, an “appraiser”) to determine which of the two Estimates most closely reflects the Prevailing Market rate for the Premises during the first Renewal Term. Each appraiser so selected shall be either (i) a member of the American Institute of Real Estate Appraisers or (ii) a licensed North Carolina commercial real estate broker, and (iii) have not less than ten (10) years’ experience in the field of commercial real estate appraisal and/or brokerage for buildings similar to the Building. Upon selection, Landlord’s and Tenant’s appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Prevailing Market rate for the Premises. The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant as the Base Rent rate for the Premises during the first Renewal Term. If either Landlord or Tenant fails to appoint an appraiser within the ten (10) day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Prevailing Market rate within thirty (30) days after their appointment, then, within ten (10) days after the expiration of such thirty (30) day period, the two appraisers shall select a third appraiser meeting the aforementioned criteria. Once the third appraiser (i.e. arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall make his determination of which of the two Estimates most closely reflects the Prevailing Market rate and such Estimate shall be binding on both Landlord and Tenant as the Base Rent rate for the Premises. The parties shall share equally in the costs of the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant shall be borne by the party retaining such appraiser, counsel or expert.

(g) If the Prevailing Market rate has not been determined by the commencement date of the first Renewal Term, Tenant shall pay Base Rent upon the terms and conditions in effect during the last month of the immediately preceding Lease Term for the Premises until such time as the Prevailing Market rate has been determined. Upon such determination, the Base Rent for the Premises shall be retroactively adjusted to the commencement of the applicable Renewal Term. If such adjustment results in an underpayment of Base Rent by Tenant, Tenant shall pay

Landlord the amount of such underpayment within thirty (30) days after the determination thereof. If such adjustment results in an overpayment of Base Rent by Tenant, Landlord shall credit such overpayment against the next installment of Base Rent due under this Lease and, to the extent necessary, any subsequent installments, until the entire amount of such overpayment has been credited against Base Rent.

(h) If Tenant is entitled to and properly exercises its Renewal Option, Landlord and Tenant shall execute an amendment (the “Renewal Amendment”) to reflect changes in the Base Rent, Lease Term, Expiration Date and other appropriate terms; provided that an otherwise valid exercise of the Renewal Option shall be fully effective whether or not the Renewal Amendment is executed.

(i) For purpose hereof, “Prevailing Market” rate shall mean the arms length fair market annual rental rate per rentable square foot under renewal leases and amendments entered into on or about the date on which the Prevailing Market rate is being determined hereunder for space comparable to the Premises in the Building and buildings comparable to the Building in the RTP/140 corridor submarket of Raleigh/Durham. The determination of Prevailing Market rate shall take into account any material economic differences between the terms of this Lease and any comparison lease, such as rent abatements, construction costs and other concessions and the manner, if any, in which the Landlord under any such lease is reimbursed for operating expenses and taxes. Tenant shall be entitled to receive such allowances and concessions as are determined in connection with the determination of the Prevailing Market rate. The determination of Prevailing Market rate shall also take into consideration any reasonably anticipated changes in the Prevailing Market rate from the time such Prevailing Market rate is being determined and the time such Prevailing Market rate will become effective under this Lease.

(a) “Offered Space” shall mean any demised portion of the Building which does not constitute the Premises.

(b) Subject to any pre-existing rights of existing Tenants within the Building, provided that as of the date of the giving of Landlord’s Notice, (x) Tenant or Tenant affiliate is the Tenant originally named herein, (y) Tenant or Tenant affiliate actually occupies all of the Premises originally demised under this Lease and any premises added to the Premises, and (z) no Event of Default or event which but for the passage of time in the giving of notice, or both, would constitute an Event of Default has occurred and is continuing, if at any time during the Lease Term any lease for any portion of the Offered Space shall expire, then Landlord, upon offering such Offered Space to anyone via a bona fide written proposal and/or letter of intent, other than the Tenant then occupying such space (or as Tenant affiliates), shall offer to Tenant the right to include the Offered Space within the Premises at the same rental rate and Lease term as set forth in said proposal or letter of intent.

(c) Such offer shall be made by Landlord to Tenant in a written notice (hereinafter called the “First Offer Notice”) which offer shall designate the space being offered and shall specify the rental rate and lease term which Landlord intends to offer with respect to any such Offered Space. Tenant may accept the offer set forth in the First Offer Notice by delivering to Landlord an unconditional acceptance (hereinafter called “Tenant’s Notice”) of such offer within ten (10) Business Days after delivery by Landlord of the First Offer Notice to Tenant. Time shall be of the essence with respect to the giving of Tenant’s Notice. If Tenant does not accept (or fails to timely accept) an offer made by Landlord pursuant to the provisions of this Section III with respect to the Offered Space designated in the First Offer Notice, Landlord shall be under no further obligation with respect to such space by reason of this Section III of Exhibit E, unless a Lease is not executed thereafter by the prospective tenant, in which case Tenant’s rights under this Section III of Exhibit E shall continue as provided in Section (e) below.

(d) Tenant must accept all Offered Space offered by Landlord at any one time if it desires to accept any of such Offered Space and may not exercise its right with respect to only part of such space. In addition, if Landlord desires to lease more than just the Offered Space to one tenant, Landlord may offer to Tenant pursuant to the terms hereof all such space which Landlord desires to lease, and Tenant must exercise its rights hereunder with respect to all such space and may not insist on receiving an offer for just the Offered Space.

(e) While Tenant’s rights hereunder are recurring, if Tenant, on at least two occasions in any consecutive twelve month period beginning on the Commencement Date of this Lease, declines any Offered Space offered by Landlord, Tenant shall be deemed to have irrevocably waived all further rights to said Offered Space under this Section III for such twelve month period, and Landlord, during such period, shall be free to lease the Offered Space to third parties until the subsequent annual anniversary of the Commencement Date.

(f) Notwithstanding the aforesaid, Landlord hereby agrees to implement the terms of and Landlord’s obligations under this Right of First Offer upon the mutual execution by Landlord and Tenant of this Lease.

[END OF EXHIBIT E]

EXHIBIT F

USE OF PERMITTED HAZARDOUS MATERIALS

1. Permitted Hazardous Materials and Use.

Tenant has requested Landlord’s consent to use Hazardous Substances listed below in its business at the Premises (the “Permitted Hazardous Materials”). Subject to the conditions set forth herein, Landlord hereby consents to the use of the Permitted Hazardous Materials. Landlord does not consent to the use of any Hazardous Substances not listed below and which are not identified to Landlord in writing and approved by Landlord prior to being placed at the Premises; provided that Tenant shall have the right to use such additional Hazardous Substances in the ordinary course of Tenant’s business (subject to compliance with all of the terms and conditions regarding use, storage, transportation, disposal, etc. set forth herein) that are not identified in the listing attached hereto so long as Tenant delivers within 30 days after the end of each calendar quarter during the Lease Term an updated listing of all Hazardous Substances used by Tenant in the Premises. Any Permitted Hazardous Materials on the Premises will be generated, used, received, maintained, treated, stored, or disposed in a manner consistent with good engineering practice and in compliance with all Environmental Laws.

In addition to the foregoing, in a portion of the Premises, Tenant desires to obtain and analyze samples from Tenant’s clients that contain small amounts of radioactive material. The samples will come from clinical trial volunteers that have ingested an investigational drug substance as part of a human drug study. Tenant will analyze urine samples (possibly blood samples as well) of the persons participating in the clinical trial after such person has taken the drug material. The radioisotope that Tenant will be detecting is Carbon 14 (C-14), which is a weak alpha emitter. Tenant represents that to Tenant’s knowledge based on industry information the radioactivity of C-14 is not able to penetrate skin or paper and represents a health hazard only if ingested in large quantities. Tenant represents that the radioactive materials are regulated by the NCR (Nuclear Regulatory Commission) and DENR (Department of Environment and Natural Resources) and that Tenant agrees to provide notice to each of the foregoing agencies and well as any other agency required by applicable law to be notified of Tenant’s intended use of the materials and provide Landlord with a copy of any permits or authorizations received by Tenant from such agencies with respect to the use of C-14 in the Premises. Further, Tenant shall comply with all applicable laws in connection with the use, handling, storage, and disposition of such radioactive material, including without limitation, maintenance of all applicable licenses, including licenses required from the NCR and DENR. All radioactive material will be analyzed and disposed of as waste at the end of the each drug analysis campaign (which is approximately

6 months). Therefore, Tenant will not have any long term storage of the radioactive material. Based on the representations of Tenant set forth in this paragraph, Landlord hereby approves Tenant’s handling, use, storage and disposition of C-14 in the Premises in the following quantities, subject to compliance with the terms and conditions of Section 30 of the Lease and the provisions of this Exhibit F. For purposes of the Lease, C-14 shall be deemed to be a Permitted Hazardous Substance. Tenant shall not permit more than 1000 uCi (micro Curries) in the Premises at any one time.

2. No Current Investigation. Tenant represents and warrants that it is not currently subject to an inquiry, regulatory investigation, enforcement order, or any other proceeding regarding Tenant’s generation, use, treatment, storage, or disposal of an Hazardous Substances.

3. Transport of Permitted Hazardous Materials. Tenant shall cause all Permitted Hazardous Materials removed from the Premises and the Project to be removed and transported solely by duly permitted and licensed transporters or haulers to duly permitted and licensed facilities for final disposal. All transporters and haulers shall name Landlord as an additional insured on such party’s pollution liability insurance.

4. Notice and Reporting. Tenant immediately shall notify Landlord in writing of any spill, release, discharge, or disposal of any Hazardous Substances in, on or under the Premises or the Project. All reporting obligations imposed by Environmental Laws are strictly the responsibility of Tenant. As defined in Environmental Laws, Tenant is and shall be deemed to be the “operator” of Tenant’s “facility” and the “owner” of all Permitted Hazardous Materials and Hazardous Materials brought on the Premises by Tenant, its agents, employees, contractors, or invitees, and the wastes, by-products, or residues generated, resulting, or produced therefrom. Tenant shall supply to Landlord within 5 Business Days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to Tenant’s use of the Premises.

5. Remediation and Indemnification. If the release of any Hazardous Substances on the Premises or the Project caused or permitted by Tenant, its agents, employees, contractors or invitees, with or without Landlord’s consent, results in any contamination, damage or injury to the Premises or the Project, the environment or human health, Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises and the Project to the condition existing prior to the release of any such Hazardous Substances to the Premises or the Project and as may be required by Environmental Laws, provided that Landlord’s written approval shall first be obtained in cases where the Premises or the Project are to be physically altered. Actual or threatened action or litigation by any governmental authority is not a condition prerequisite to Tenant’s obligations under this paragraph. Within 10 days after notification from Landlord supported by reasonable documentation setting forth the breach of Tenant’s obligations under this paragraph, Tenant, at no cost or expense to Landlord, shall immediately and diligently commence to cure such breach in compliance with all Environmental Laws.

Tenant’s indemnity obligation under Section 30 of the Lease shall include indemnification for the liabilities, expenses and other damages described therein as a result of the use of the Hazardous Substances or the breach of Tenant’s obligations or representations set

forth above. It is the intent of this provision that Tenant be strictly liable to Landlord as a result of the use of Hazardous Substances without regard to the fault or negligence of Tenant, Landlord or any third party; provided that Tenant’s indemnity shall not apply to any liabilities, expenses or other damages resulting from the gross negligence of Landlord.

6. Disposal Upon Lease Termination. At the expiration or earlier termination of the Lease, Tenant, at its sole cost and expense, shall: (i) remove and dispose off-site any drums, containers, receptacles, structures, or tanks storing or containing Hazardous Substances (or which have stored or contained Hazardous Substances) and the contents thereof; (ii) remove, empty, and purge all underground and above ground storage tank systems, including connected piping, of all vapors, liquids, sludges and residues; and (iii) restore the Premises to its original condition. Such activities shall be performed in compliance with all Environmental Laws and to the satisfaction of Landlord. Landlord’s satisfaction with such activities or the condition of the Premises does not waive, or release Tenant from, any obligations hereunder.