(h) Substantial Completion.

Suite No.: 100, 997 Lenox Drive, Lawrenceville, NJ

THIS LEASE ("Lease") is entered into as of the 21 day of July, 2011, between BRANDYWINE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Landlord"), and CELSION CORPORATION, a Delaware corporation with its principal place of business at 10220 Old Columbia Road, Suite L, Columbia, Maryland 21046 ("Tenant").

In consideration of the mutual covenants stated below, and intending to be legally bound, the parties covenant and agree as follows:

1. PREMISES. Landlord leases to Tenant and Tenant leases from Landlord Suite No. 100, which the parties stipulate and agree contains 10,870 rentable square feet shown on the space plan attached hereto as Exhibit "A" ("Premises"), located at 997 Lenox Drive, Lawrenceville, New Jersey 08648 ("Building"), which is a part of the project located at Princeton Pike Corporate Center III ("Project"). The usable square footage of the Premises was determined in accordance with the BOMA Standard Methods of Measurement. The rentable square footage was determined by multiplying the usable square footage by 1.1905 (add on factor) which equals a 16% loss factor.

(a) Office Work. In a good and workmanlike manner and using standard building materials, Landlord, at its sole cost and expense, shall construct and do such other work in the office portion of the Premises (the "Landlord's Office Work") in substantial conformity with the plans and outline specifications of the plan, prepared by Landlord dated July 11, 2011, which are attached hereto and incorporated herein as Exhibit "A" (collectively, the "Approved Plans and Specifications"). If any material revision or supplement to Landlord's Office Work is deemed necessary by Landlord, those revisions and supplements shall be submitted to Tenant for approval, which approval shall not be unreasonably withheld or delayed. No revisions to the Approved Plans and Specifications shall be effective unless and until Landlord and Tenant have both approved in writing such proposed revision. If Landlord shall be delayed in achieving Substantial Completion (hereinafter defined) of the Landlord's Office Work as a result of Tenant's Delay (as hereinafter defined); then the commencement of the Term of this Lease and the payment of Fixed Rent hereunder shall be accelerated by the number of days of such delay. If any change, revision or supplement to the scope of the Landlord's Office Work is requested by Tenant then such increased costs associated with such change, revision or supplement shall be paid by Tenant upfront and such occurrence shall not change the Commencement Date of the Term and shall not alter Tenant's obligations under this Lease. Notwithstanding anything to the contrary stated in Article 2 below, except as otherwise expressly set forth herein, the Term shall commence on the date the Premises would have been delivered to Tenant but for Tenant's Delay or Tenant's change order. Landlord's Work Office Work and Landlord's Work constitutes an Alteration under Article 8.

(b) Early Occupancy. Provided Tenant shall comply in all respects with this Lease, except the obligation to pay Fixed and Additional Rent, Tenant will be permitted to enter the office portion of the Premises after the commencement of Landlord's Office Work and prior to the Commencement Date for the purpose of installing Tenant's: (i) voice and data cabling and wiring; (ii) equipment; (iii) fixtures; and (iv) furniture and other personal property, provided such installation of furniture and personal property does not prevent or delay Landlord from passing final inspection by the municipality or having a certificate of occupancy issued for the office portion of the Premises. All entries into the Premises prior to the Commencement Date must be coordinated with and approved by Landlord prior to such entry and must not impact or delay any work being done by Landlord. Notwithstanding Tenant's limited right to enter the office portion of the Premises prior to the Commencement Date, Tenant may not commence beneficial occupancy of the office portion of the Premises for its Permitted Uses prior to the Commencement Date. Tenant's early occupancy under this Article 1(b) shall not be deemed acceptance or approval of Landlord's Work, as hereinafter defined.

(c) Lab Preparation. Landlord shall construct/create, pursuant to plans to be provided by Tenant and approved by Landlord, which approval shall not be unreasonably withheld or delayed, the infrastructure required within the laboratory - i.e. - plumbing for water, electrical outlets, ventilation piping to the roof, building standard vinyl composition tile, parabolic lighting to match office area and ceiling to match office area - (the "Shell Lab Area") which shall be delivered to Tenant in a turnkey condition provided, however, that Landlord's costs for such Shell Lab Area construction shall not exceed the sum of $60,000 with any such costs that may exceed $60,000 to be borne by Tenant. Tenant shall pay such excess costs to Landlord within ten (10) business days of delivery of an invoice and reasonable documentation thereof. Tenant will provide to Landlord final plans and specifications for the Shell Lab Area no later than six (6) months following the Commencement Date (as hereinafter defined). Landlord will commence work on the Shell Lab Area two (2) months following delivery of the final plans and specifications from Tenant, but no sooner than the Substantial Completion of the Landlord's Office Work and receipt of permits for the Shell Lab Area work. Construction by Landlord of the Shell Lab Area and Landlord's Office Work shall hereinafter be referred to collectively as the "Landlord's Work." Tenant will be responsible for all required drawings for the Shell Lab Area and Lab Area and for the purchase and installation of all laboratory equipment and fixtures including but not limited to laboratory bench(s), exhaust/fume hood(s), wet sink(s), case work, refrigerator(s), stability chamber(s), supplemental HVAC, etc. (the "Tenant Work").

(d) Tenant's Delay. Tenant's Delay will be defined as any delay in Substantial Completion of Landlord's Work as a result of: (A) Tenant's failure to furnish plans and specifications or provide any other reasonably requested information or approvals related to the furtherance of Landlord's Work within five (5) business days following Landlord's written request to Tenant for the same; (B) Tenant's request for materials, finishes or installations other than Landlord's standard; (C) Tenant's changes in said plans; (D) the performance or completion of any work, labor or services by a party employed by Tenant; or (E) Tenant's failure to approve final plans, working drawings or reflective ceiling plans within five (5) business days following Landlord's written request to Tenant for the same (each, a "Tenant's Delay").

(e) Tenant's Work. Tenant and its authorized agents, employees and contractors shall have the right, at Tenant's own risk, expense and responsibility, at all reasonable times after the full execution of this Lease and completion of the Shell Lab Area to enter the laboratory portion of the Premises for the purpose of constructing the Tenant Work, provided that Tenant, in so doing, shall comply with the following provisions:

(i) Tenant shall first obtain the approval of Landlord, not to be unreasonably withheld or delayed, of the specific work it proposes to perform and shall furnish Landlord with reasonably detailed plans and specifications;

(ii) The Tenant's Work shall be performed by responsible contractors and subcontractors who shall not prejudice Landlord's relationship with Landlord's contractors or subcontractors or the relationship between such contractors and their subcontractors or employees, or disturb harmonious labor relations, and who shall furnish in advance and maintain in effect workmen's compensation insurance in accordance with statutory requirements and comprehensive public liability insurance (naming Landlord and Landlord's contractors and subcontractors as additional insureds) with limits satisfactory to Landlord;

(iii) No such work shall be performed in such manner or at such times as to cause any delay in connection with any work being done by any of the Landlord's contractors or subcontractors in the Premises or in the Building generally;

(iv) All construction contracts for Tenant's Work must include language holding the Landlord harmless from and against any and all claims arising from, under or in connection with such construction; and

(v) Tenant and its contractors and subcontractors shall be solely responsible for the transportation, safekeeping and storage of materials and equipment used in the performance of such work, for the removal of waste and debris resulting therefrom, and for any damage caused by them to any installations or work performed by Landlord's contractors and subcontractors.

Tenant's Work shall be deemed to be an Alteration under Article 8 hereof.

(f) Landlord's Construction Warranties. Landlord represents and warrants to Tenant that: (A) all materials and equipment added, installed or supplied in and to the Premises as part of the Landlord's Work by Landlord and/or its contractors and subcontractors will be new and shall be of the type and quality required under this Lease and by all applicable laws and regulations; (B) all work shall be of good quality and otherwise in conformance with all requirements of this Lease and all applicable laws and regulations, except for identified punch-list items, (C) all equipment, materials, systems and components added, installed or supplied in and to the Premises as part of the Landlord's Work by the Landlord and/or its general contractors and subcontractors will be free of faults and defects and shall be in good working order for a period of one (1) year from the date of Substantial Completion of the Landlord's Office Work and the Shell Lab Area, as applicable. Landlord shall correct, in as timely a manner as reasonable under the circumstances, any such work which is defective or otherwise not conforming to these requirements upon written notice from Tenant. Defects do not include damage caused by Tenant (its employees, contractors, agents, invitees, licensees, permitted assignees/sublessees and/or guests).

(g) Punchlist Items. Upon Substantial Completion of Landlord's Office Work or Shell Lab Area, as applicable, Landlord and Tenant shall schedule an inspection of the Landlord's Work at which time a punch-list of outstanding items, if any, shall be completed. Landlord shall complete the punch-list items to Tenant's reasonable satisfaction within thirty (30) days thereafter or the expiration of such additional time period as is reasonably necessary to cure such obligation, provided Landlord immediately commences and thereafter proceeds with all due diligence and in good faith to cure such obligation.

(h) Substantial Completion. The terms "Substantial Completion," "Substantially Complete" or "Substantially Completed" shall mean that Landlord's Office Work or the Shell Lab Area, as applicable, has been completed to the extent that the office portion of the Premises or lab area of the Premises may be occupied by Tenant for its Permitted Uses, subject only to completion of minor finishing, adjustment of equipment, and other minor construction aspects, and Landlord has procured a temporary or permanent certificate of occupancy permitting the occupancy of the applicable portion of the Premises, if required by law.

2. TERM. The Term of this Lease shall commence (the "Commencement Date") on the date which is the earlier of (i) when Tenant, with Landlord's prior consent, assumes possession of the office portion of the Premises for its Permitted Uses excluding, however, Tenant's early occupancy pursuant to Section 1(b) hereof, or (ii) upon Substantial Completion of the Landlord's Office Work; and shall expire on the last day of the month that is sixty six (66) months from the Commencement Date ("Term"). The Commencement Date shall be confirmed by Landlord and Tenant by the execution of a Confirmation of Lease Term ( COLT") in the form attached hereto as Exhibit "B". If Tenant fails to execute or object to the Confirmation of Lease Term within ten (10) business days of its delivery, Landlord's determination of such dates shall be deemed accepted.

3. FIXED RENT; SECURITY DEPOSIT.

(a) Commencing on the Commencement Date and on the first (1st) day of each month thereafter during the Term, Tenant shall pay to Landlord without notice or demand, and without set-off, deduction or counterclaim the monthly installment of annual Fixed Rent as set forth below by (i) check sent to Landlord, P.O. Box 8538-363, Philadelphia, PA 19171 or (ii) wire transfer of immediately available funds to the account at Wachovia Bank, Salem NJ account No. 2030000359075 ABA #031201467; such transfer to be confirmed by Landlord's accounting department upon written request by Tenant. All payments must include the following information: Building #673 and Lease #_____. The Lease # will be provided to Tenant in the Confirmation of Lease Term. Fixed Rent and all other sums due from Tenant under this Lease shall collectively be defined as "Rent".

In addition to Fixed Rent, Tenant shall also pay the costs associated with Article 4 and Article 5 below.

(b) Tenant shall pay the first full applicable month's installment of Fixed Rent (month 7) upon the Tenant's execution of this Lease. If any amount due from Tenant is not paid to Landlord when due, Tenant shall also pay as Additional Rent a late fee of five (5%) percent of the total payment then due. The late fee shall accrue on the initial date of a payment's due date, irrespective of any grace period granted hereunder. However, notwithstanding anything herein to the contrary, on Tenant's written request, Landlord agrees to waive the above referenced late fee one (1) time during any twelve (12) consecutive months of the Lease Term.

(c) As a condition precedent for Landlord entering into the Lease, in order to secure compliance and performance by Tenant of all of the terms and conditions of the Lease, upon the execution of this Lease, Tenant shall cause delivery to Landlord of and irrevocable and unconditional standby letter of credit in the face amount of Two Hundred Fifty Thousand Dollars ($250,000.00), which shall be on terms and in form and substance acceptable to Landlord, and shall be issued by a bank or financial institution acceptable to Landlord (which shall have been rated at least A by Standard & Poors or at least A2 by Moodys) and which continues to be acceptable to Landlord during the Term. Notwithstanding anything herein to the contrary and provided: (a) Tenant has not previously incurred a monetary Event of Default under this Lease, and (b) Tenant has market capitalization of at least Fifty Million Dollars ($50,000,000.00); the letter of credit will be reduced to: Two Hundred Thousand Dollars ($200,000.00) on the first day of the ninetieth month of the initial Term; One Hundred Fifty Thousand Dollars ($150,000.00) on the first day of the thirty-first month of the initial Term; and One Hundred Thousand Dollars ($100,000.00) on the first day of the forty-third month of the initial Term, at which amount it shall remain until the expiration of the Lease Term as the same may be extended. In the event that the expiration date of the letter of credit is earlier than the end of the term of the lease, including all renewal options and extensions, Tenant agrees to cause the delivery to Landlord of an amendment to the letter of credit which provides that the expiration date is extended for a period of not less than one (1) year at least sixty (60) days prior to the current expiration date of the letter of credit. The letter of credit and proceeds thereof shall not constitute a security deposit under the Lease. Tenant acknowledges and agrees that the letter of credit shall constitute an independent contract between the issuing bank and the Landlord, and the proceeds of any draws by Landlord under the letter of credit shall not constitute property of Tenant as debtor in any bankruptcy proceeding. The proceeds of the letter of credit shall be held or applied by Landlord in its sole discretion, and the receipt by Landlord of proceeds of the letter of credit under one or more draws hereunder shall not relieve Tenant of any obligations to make installment or other payments of rent under the Lease, or otherwise discharge or relieve the Tenant of compliance or performance of any terms and conditions under the Lease. The delivery of the letter of credit and/or exercise by Landlord of its rights thereunder shall not constitute liquidated damages or otherwise release, waive, or estop Landlord from asserting any and all claims, or exercising any and all rights and remedies Landlord has or may have with the passage of time under the Lease and applicable law. The letter of credit shall expressly provide that Landlord ( and/or its successors and assigns) is entitled to make one or more draws under the letter of credit upon delivery of a written statement to the issuer of the letter of credit that one of the following events has occurred: (i) Tenant has failed to comply with or perform under the terms and conditions of the Lease after the expiration of any applicable notice and cure period under this Lease; (ii) a petition has been filed by or against Tenant commencing a case under Title 11 of the United States Code or other state or federal bankruptcy or insolvency laws, as amended or reenacted with the passage of time; or (iii) Tenant has failed to cause the delivery to Landlord of an amendment to the letter of credit, in form and substance acceptable to Landlord, extending the expiration date of the letter of credit for a period of not less than one (1) year, which amendment is received by Landlord not less than sixty (60) days prior to the expiration date of the letter of credit. In the event of a transfer of the Building, Landlord shall have the right to transfer the Letter of Credit to the transferee. Tenant agrees to reasonably and timely cooperate with Landlord in effectuating such transfer of the Letter of Credit to the transferee.

(d) In the event Landlord has reason to believe that the financial institution issuing the letter of credit or any successor to such institution, including the FDIC, would not fully honor such letter of credit, Landlord may require Tenant to replace the letter of credit with a replacement letter of credit form a financial institution acceptable to Landlord. Tenant shall have five (5) business days after receipt of a written request from Landlord to replace the letter of credit with the aforementioned replacement letter of credit.

(A) Commencing on the January 1, 2012 with regard to Operating Expenses, Taxes, Janitorial Costs, and Snow Removal Costs (as such are defined below), and in each calendar year thereafter during the Term, Tenant shall pay in advance on a monthly basis to Landlord Tenant's share of Operating Expenses, Taxes, Janitorial Costs, and Snow Removal Costs in excess of the Operating Expenses, Taxes, Janitorial Costs, and Snow Removal Costs in the calendar year 2011 ("Base Year"); Tenant's share is 11.17% ("Tenant's Share"), which is (10,870)/(97,277) expressed as a percentage, which Tenant's Share may increase or decrease as the Building or Premises size increases or decreases. Operating Expenses are defined as all reasonable operating costs and expenses related to the maintenance, operation and repair of the Project incurred by Landlord, except to the extent excluded pursuant to Section 4(B) hereof ("Operating Expenses"), including but not limited to management fee not to exceed four percent (4%) of Rent; common area electric; and capital expenditures and capital repairs and replacements shall be included as operating expenses solely to the extent of the amortized costs of same over the useful life of the improvement in accordance with generally accepted accounting principles and provided such expenses have the effect of reducing Recognized Expenses or are required by a governmental authority after the date of this Lease; insurance premiums which are defined as all insurance premiums payable by Landlord for insurance with respect to the Project. Taxes are defined as all taxes, assessments and other governmental charges ("Taxes"), including special assessments for public improvements or traffic districts which are levied or assessed against the Project during the Term or, if levied or assessed prior to the Term, which properly are allocable to the Term, and real estate tax appeal expenditures incurred by Landlord to the extent of any reduction resulting thereby. Nothing herein contained shall be construed to include as Taxes: (A) any inheritance, estate, succession, transfer, gift, franchise, corporation, net income or profit tax or capital levy that is or may be imposed upon Landlord or (B) any transfer tax or recording charge resulting from a transfer of the Building or the Project; provided, however, that if at any time during the Term the method of taxation prevailing at the commencement of the Term shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such there shall be levied, assessed or imposed (i) a tax on the rents received from such real estate, or (ii) a license fee measured by the rents receivable by Landlord from the Premises or any portion thereof, or (iii) a tax or license fee imposed upon Premises or any portion thereof, then the same shall be included in the computation of Taxes hereunder. Janitorial Costs are defined as all costs associated with trash and garbage removal and recycling and cleaning and sanitizing the Building ("Janitorial Costs"). Snow Removal Costs are defined as all costs associated with the removal of snow and ice from the Project ("Snow Removal Costs). Collectively Operating Expenses, Snow Removal Costs, Taxes and Janitorial Costs shall be referred to as "Recognized Expenses".

(B) Notwithstanding the foregoing, the term "Operating Expenses" shall not include any of the following:

(a) Repairs or other work occasioned by fire, windstorm or other casualty or by the exercise of the right of eminent domain;

(b) Leasing commissions, accountants', consultants', auditors or attorneys' fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with other tenants or prospective tenants or other occupants, or associated with the enforcement of any other leases or the defense of Landlord's title to or interest in the real property or any part thereof;

(c) Costs incurred by Landlord in connection with construction of the Building and related facilities, the correction of defects in construction of the Building or the discharge of Landlord's Work;

(d) Costs (including permit, licenses and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating the Building or space for other tenants or other occupants or vacant space;

(e) Depreciation and amortization;

(f) Costs incurred due to a breach by Landlord or any other tenant of the terms and conditions of any lease and/or arising from the negligence or willful misconduct of Landlord or any of the Landlord Parties;

(g) Overhead and profit increment paid to subsidiaries or affiliates of Landlord for management or other services on or to the Building or for supplies, utilities or other materials, to the extent that the costs of such services, supplies, utilities or materials exceed the reasonable costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a reasonable basis for comparable buildings in the Princeton, New Jersey area;

(h) Interest on debt or amortization payments on any mortgage or deeds of trust or any other borrowings and any ground rent;

(i) Ground rents or rentals payable by Landlord pursuant to any over-lease or any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord;

(j) Costs incurred in managing or operating any "pay for" parking facilities within the Project or of having a third party operate and manage the parking area serving the Building or Project to the extent that Landlord would not incur the same if Landlord self operated and managed such parking area;

(k) Any fines or fees for Landlord's failure to comply with governmental, quasi-governmental, or regulatory agencies' rules and regulations;

(l) Legal, accounting and other expenses related to Landlord's financing, re-financing, mortgaging or selling the Building or the Project;

(m) Taxes or income taxes of Landlord;

(n) Snow and ice removal costs;

(o) Janitorial Costs

(p) Costs for sculpture, decorations, painting or other objects of art in excess of amounts typically spent for such items in office buildings of comparable quality in the competitive area of the Building;

(q) Cost of any political, charitable or civic contribution or donation;

(r) Any costs or expenses that are properly chargeable to particular tenants in the Project, including, without limitation, costs and expenses for providing heating and air conditioning service outside of normal business hours and damages to the Project or any part thereof caused by the act or neglect of another tenant;

(s) Any costs or expenses relating to utilities or other services for which Tenant pays for such utilities or other services directly;

(t) Any costs or expenses properly attributable (applying generally accepted accounting principles) to other calendar years;

(u) Costs and expenses paid by Landlord if and to the extent such costs and expenses are incurred by Landlord for any work or service furnished to any other tenant in the Project (other than Tenant) to a materially greater extent and in a materially more favorable manner than furnished generally to the remaining tenants in the Project (including Tenant);

(v) Lease payments for rented equipment the cost of which equipment would constitute a capital expenditure if the equipment were purchased by Landlord; provided, however, if the reasonable amortization of the cost (or a portion thereof) of such equipment would be permitted to be included in Operating Expenses above if such equipment were purchased by Landlord, the equipment lease payments may be included in Operating Expenses to the same extent;

(w) Compensation of employees of Landlord above the grade of regional property manager, who are not directly assigned to the operation, management or repair of the Building;

(x) Property management fees (whether charged by Landlord, an affiliate of Landlord or a third party) in excess for four percent (4%) of Rent;

(y) Advertising and promotional expenditures;

(z) Costs, fines, interest, penalties, legal fees or costs of litigation incurred due to the late payments of Taxes, utility bills and other costs incurred by Landlord's failure to make such payments when due;

(aa) Costs incurred by Landlord for trustee's fees, partnership organizational expenses and accounting fees to the extent relating to Landlord's general corporate overhead;

(bb) Any bad debt, loss, rent loss or reserves for bad debts or rent loss;

(cc) Contributions to charitable organizations;

(dd) Costs for services performed by Landlord where such services are performed by a property manager and where the property manager has been compensated by a management fee, to the extent that the inclusion of such costs would result in a double charge to Tenant;

(ee) Costs of the abatement of Hazardous Substances (hereinafter defined) not introduced or placed in the Building by Tenant, its agents, employees or contractors (it being understood and agreed however, that Operating Expenses shall include all costs incurred in connection with testing and reporting related to Hazardous Substances performed in the ordinary course of business);

(ff) Entertainment and travel expenses (including mileage reimbursement) of Landlord, its employees, agents, partners and affiliates;

(gg) Costs related to the conversion of the Building and/or the Project or any portion thereof to condominium ownership and/or the establishment of a condominium regime;

(hh) Costs attributable to any other buildings or portions of the Project of which the Building forms a part (provided, however, that costs incurred for Project wide contracts (e.g. landscaping, etc.) may be included as Operating Costs to the extent they are attributable to the Building);

(ii) All other items not properly constituting operating costs according to generally accepted accounting principles consistently applied ("GAAP"); and

(jj) Expenditures that would properly be categorized as capital expenditures according to GAAP with respect to commercial office properties (except as otherwise allowed in Article 4(a) above).

(C) Each of the Recognized Expenses shall for all purposes be treated and considered as Additional Rent. Tenant shall pay, in monthly installments in advance, on account of Tenant's Share of Recognized Expenses, the estimated amount of the increase of such expenses for such year in excess of the Base Year. Prior to the end of the calendar year in which the Lease commences and thereafter for each successive calendar year (each, a "Lease Year"), or part thereof, Landlord shall send to Tenant a statement of projected increases in such Recognized Expenses in excess of the Base Year, and shall indicate what Tenant's Share of such expenses shall be. The Base Year shall be adjusted to exclude from the Base Year "extraordinary items" incurred in such calendar year. For purposes or this subparagraph, extraordinary items shall mean either (X) cost increases or decreases over the prior calendar year of eleven and one quarter percent (11.25%) or more with respect to certain on-going line items, or (Y) items which increase Landlord's total expenses and such items have not been included in the determination of expenses by the Landlord (or the Landlord's predecessor in interest) for the prior three years of operating the Building. As soon as administratively available, Landlord shall send to Tenant a statement of actual Recognized Expenses for the prior Lease Year showing the Tenant's Share due from Tenant. In the event the amount prepaid by Tenant exceeds the amount that was actually due then Landlord shall issue a credit to Tenant in an amount equal to the over charge, which credit Tenant may apply to future payments on account of such expenses until Tenant has been fully credited with the over charge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord shall pay to Tenant the difference between the credit in such aggregate total. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due, which amount shall be paid in full by Tenant within thirty (30) days of receipt.

(D) In calculating the Recognized Expenses as hereinbefore described, if for thirty (30) or more days during the preceding Lease Year less than ninety-five (95%) percent of the rentable area of the Building shall have been occupied by tenants, then the Recognized Expenses attributable to the Property shall be deemed for such Lease Year to be amounts equal to the Recognized Expenses which would normally be expected to be incurred had such occupancy of the Building been at least ninety-five (95%) percent throughout such year, as reasonably determined by Landlord (i.e., taking into account that certain expenses depend on occupancy (e.g., janitorial) and certain expenses do not (e.g., landscaping)). Furthermore, if Landlord shall not furnish any item or items of Recognized Expenses to any portions of the Building because such portions are not occupied or because such item is not required by the tenant of such portion of the Building, for the purposes of computing Recognized Expenses, an equitable adjustment shall be made so that the item of Operating Expense in question shall be shared only by tenants actually receiving the benefits thereof.

(E) Tenant shall have the right, at its sole cost and expense, within ninety (90) days from receipt of Landlord's statement of Recognized Expenses, to audit or have its appointed accountant audit Landlord's records related to Recognized Expenses and Taxes provided that any such audit may not occur more frequently than once each calendar year nor apply to any year prior to the year of the statement being reviewed. In the event Tenant's audit discloses any discrepancy, Landlord and Tenant shall use their best efforts to resolve the dispute and make an appropriate adjustment, failing which, they shall submit any such dispute to arbitration pursuant to the rules and under the jurisdiction of the American Arbitration Association in New Jersey. The decision rendered in such arbitration shall be final, binding and non-appealable. The expenses of arbitration, other than individual legal and accounting expenses which shall be the respective parties' responsibility, shall be divided equally between the parties. In the event, by agreement or as a result of an arbitration decision, it is determined that the Tenant's share of the Recognized Expenses claimed by the Landlord exceeds Tenant's actual share of Recognized Expenses by more than five percent (5%), the actual, reasonable hourly costs to Tenant of Tenant's audit (including legal and accounting costs) shall be reimbursed by Landlord. In the event Tenant utilizes a contingent fee auditor and Landlord is responsible for the payment of such auditor, Landlord shall only pay the reasonable hourly fee of such auditor.

5. ELECTRICITY CHARGES AND OTHER UTILITY SERVICES.

(A) Commencing on the Commencement Date and in each calendar year thereafter during the Term, Tenant shall pay in advance on a monthly basis to Landlord, as Additional Rent, without deduction, counterclaim or setoff, Landlord's estimate of all charges incurred for electricity for the Premises. At year-end the electricity costs for the year shall be reconciled against the actual costs for the year. As soon as administratively available, Landlord shall send to Tenant a statement of actual electric costs for the prior Lease Year showing the share due from Tenant. In the event the amount prepaid by Tenant exceeds the amount that was actually due then Landlord shall pay to Tenant an amount equal to the overcharge within thirty (30) days. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due, which amount shall be paid in full by Tenant within thirty (30) days of receipt.

(B) Notwithstanding anything to the contrary set forth herein, Landlord shall, as part of Landlord's Office Work, construct and install all improvements required to separately meter the Premises to accurately gauge Tenant's electricity usage. Thereafter, Landlord shall furnish to Tenant a statement setting forth the amount due for Tenant's electric usage and the total amount set forth in such statement shall be and payable be Tenant within thirty (30) days after submission to Tenant by Landlord of such statement. In such case, Tenant shall pay for consumption based upon the average KWH rate paid by Landlord or its agent at the Project. Landlord shall have the right to change the electric and other utility provider to the Project or Building at any time provided that such change shall in no way impair or cause a diminution in the electricity service to the Premises.

(C) Except as specifically set forth herein, Landlord shall not be liable for any damages directly or indirectly resulting from the inadequacy of or interruption in any of the utilities or services referred to hereinabove, or arising out of the installation or use of any equipment used in connection with the furnishing to Tenant of all utilities or services required to be provided by Landlord hereunder, to the extent caused by any reason beyond the immediate control of Landlord. Such interruption of utilities or services shall not constitute constructive eviction by Landlord, provided, however, that Landlord will use reasonable diligence in repairing and restoring any such service interruptions which are within Landlord's reasonably immediate control. Notwithstanding anything in the Lease to the contrary, in the event any of the Building utility services required to be provided by Landlord are interrupted and the Premises made unusable for Tenant's Permitted Use for a period in excess of three (3) continuous working days as a result of such interruption, and where such interruption is the result of Landlord's breach of the Lease, negligence, misconduct or the prevention of such interruption was within Landlord's reasonable control, Rent shall abate for the period commencing on fourth (4th) working day of such interruption and such abatement shall continue until the resumption of such services. If the entire Premises has not been rendered unusable by such failure to provide utility services, the amount of abatement that Tenant is entitled to receive shall be prorated based upon the percentage of the Premises rendered unusable. Landlord shall provide to Tenant at least twenty-four hours' notice of any scheduled suspension or interruption of services and shall schedule such suspensions or interruptions during non-business hours if commercially reasonable.

(D) As long as Tenant is not in default under any covenants of this Lease, Landlord, during the hours of 8:00 A.M. to 6:00 P.M. on weekdays ("Working Hours"), excluding legal holidays, shall furnish the Premises with heat and air-conditioning ("HVAC") in the respective seasons, and provide the Premises with electricity for lighting and usual office equipment. At any hours other than the aforementioned, such services will be provided at Tenant's expense at Landlord's then standard charge.

(E) In calculating the electricity charges as hereinbefore described, if for thirty (30) or more days during the preceding Lease Year less than ninety-five (95%) percent of the rentable area of the Building shall have been occupied by tenants, then the electricity charges attributable to the Project shall be deemed for such Lease Year to be amounts equal to the electricity charges which would normally be expected to be incurred had such occupancy of the Building been at least ninety-five (95%) percent throughout such year, as reasonably determined by Landlord. Furthermore, if Landlord shall not furnish electricity to any portions of the Building because such portions are not occupied or because such item is not required by the tenant of such portion of the Building, for the purposes of computing electricity charges, an equitable adjustment shall be made so that the electricity charges shall be shared only by tenants actually receiving the benefits thereof.

6. SIGNS; USE OF PREMISES AND COMMON AREAS. Landlord shall provide the original Tenant hereinabove named with standard identification signage on all Building directories and at the entrance to the Premises. No other signs shall be placed, erected or maintained by Tenant at any place upon the Building or Project or the exterior of the Premises. Tenant's use of the Premises shall be limited to general office use, laboratory research and development and storage incidental thereto, subject to municipal code ("Permitted Use"). The Permitted Use shall be subject to all applicable laws and governmental rules and regulations and to all reasonable requirements of the insurers of the Building Tenant shall not install in or for the Premises, any equipment which requires more electric current than is standard. Tenant shall have the right, non-exclusive and in common with others, to use (i) the exterior paved driveways and walkways of the Building for vehicular and pedestrian access to the Building, (ii) the internal common area, including elevators and (iii) the designated parking areas of the Project for the parking of automobiles of Tenant and its employees and business visitors; provided Landlord shall have the right in its sole discretion and from time to time, to construct, maintain, operate, repair, close, limit, take out of service, alter, change and modify all or any part of the common areas of the Project, including without limitation, reasonably restrict or limit Tenant's utilization of the parking areas in the event the same become overburdened and in such case to equitably allocate on proportionate basis or assign parking spaces among Tenant and the other tenants of the Building.

7. ENVIRONMENTAL MATTERS. Tenant shall not generate, manufacture, refine, transport, treat, store, handle, dispose, bring or otherwise cause to be brought or permit any of its agents, employees, contractors or invitees to bring in, on or about any part of the Premises, Building or Project, any hazardous substance or hazardous waste in violation of applicable law.

(A) Hazardous Substances.

Tenant shall not, except as provided in subparagraph 7(F) below, bring or otherwise cause to be brought or permit any of its agents, employees, contractors or invitees to bring in, on or about any part of the Premises, Building or Project, any hazardous substance or hazardous waste in violation of law, as such terms are or may be defined in (x) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., as the same may from time to time be amended, and the regulations promulgated pursuant thereto ("CERCLA"); the United States Department of Transportation Hazardous Materials Table (49 CFR 172.102); by the Environmental Protection Agency as hazardous substances (40 CFR Part 302); the Clean Air Act; and the Clean Water Act, and all amendments, modifications or supplements thereto; (y) the Industrial Site Recovery Act, formerly known as the Environmental Cleanup Responsibility Act, N.J.S.A. 13:1K-6 et seq., as the same may from time to time be amended, and the regulations promulgated pursuant thereto ("ISRA"); and/or (z) any other rule, regulation, ordinance, statute or requirements of any governmental or administrative agency regarding the environment (collectively, (x) (y) and (z) shall be referred to as an "Applicable Environmental Law").

(a) Tenant represents and warrants that Tenant's NAICS Number as designated by the Executive Office of the President, Office of Management and Budget, and as set forth herein as 541710, is correct. Tenant represents that the specific activities intended to be carried on in the Premises are in accordance with Article 6 and Tenant covenants and agrees that it will not do or suffer anything which will cause its NAICS Number (or that of any assignee or subtenant) to fall within any of the ISRA Subject NAICS Codes listed in Appendix C to the Regulations adopted pursuant to ISRA (subject to the specified exceptions and limitations) as same may be revised, modified, supplemented and/or amended from time to time during the Term (and any exercised renewal term) hereof (collectively, the "Covered Numbers"). Tenant further covenants and agrees to notify Landlord at least thirty (30) days prior to any change of facts which would result in the change of Tenant's NAICS number from its present number to any of the Covered Numbers. Upon such notice, Landlord shall have the right, at its option, to terminate this Lease within thirty (30) days of receipt of such notice by notifying Tenant in writing.

(b) Tenant shall not engage in unlawful operations at the Premises which involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of "hazardous substances" or "hazardous waste" as such terms are defined under any Applicable Environmental Law. Tenant further covenants that it will not cause or permit to exist any "discharge" (as such term is defined under Applicable Environmental Laws) on or about the Premises.

(i) If Tenant's operations at the Premises now or hereafter constitute an "Industrial Establishment" subject to the requirements of ISRA, then prior to: (1) closing operations or transferring ownership or operations of Tenant at the Premises (as defined under ISRA), (2) the expiration or sooner termination of this Lease, or (3) any assignment of this Lease or any subletting of any portion of the Premises; Tenant shall, at its expense, comply with all requirements of ISRA pertaining thereto. Without limitation of the foregoing, Tenant's obligations shall include (i) the proper filing of an initial notice under N.J.S.A. 13:1K-9(a) to the NJDEP and (ii) the performance of all remediation and other requirements of ISRA, including without limitation all requirements of N.J.S.A. 13:1K-9(b) through and including (l).

(ii) In addition, upon written request of Landlord, Tenant shall cooperate with Landlord in obtaining Applicable Environmental Laws approval of any transfer of the Building. Specifically in that regard, Tenant agrees that it shall (1) execute and deliver all affidavits, reports, responses to questions, applications or other filings required by Landlord and related to Tenant's activities at the Premises, (2) allow inspections and testing of the Premises during normal business hours, and (3) as respects the Premises, perform any requirement reasonably requested by Landlord necessary for the receipt of approvals under Applicable Environmental Law, provided the foregoing shall be at no out-of-pocket cost or expense to Tenant except for clean-up and remediation costs arising from Tenant's violation of this Article 7.

(C) The parties acknowledge and agree that, except as provided in subparagraph (iii)(B) above, pursuant to the provisions of Section 20(c) of ISRA, Tenant shall be, and is hereby, designated the party responsible (the "Party Responsible") to comply with the requirements of ISRA (P.L. 1983, c.330) with respect to the Premises, and that as a result, the NJDEP may compel Tenant to so comply. In addition, any failure of Tenant to provide any information and submission as required under Section 20(a) and Section 20(c) of ISRA shall constitute a default under this Lease. Any assignee or subtenant of Tenant shall be deemed to have, and by entering into such assignment or sublease, and/or by entering into possession of the Premises, does hereby, acknowledge that they shall be the Party Responsible, jointly and severally with Tenant, under the provisions of this Lease.

(D) In the event that Tenant is not obligated to comply with Article 7(b)(i) for any reason, including without limitation the inapplicability of ISRA to Tenant, then prior to the expiration or sooner termination of this Lease or any subletting of any portion of the Premises, Tenant shall, at Tenant's expense, and at Landlord's option:

(i) Obtain from the NJDEP a "non-applicability letter" confirming that the proposed termination, assignment or subletting shall not be subject to the requirements of ISRA. Any representation or certification made by Tenant in connection with the non-applicability letter request shall constitute a representation and warranty by Tenant in favor of Landlord and any misrepresentation or breach of warranty contained in Tenant's request shall constitute a default under this Lease; provided, however, if a non-applicability letter is not issued due to factors relating solely to the Building or parties other than Tenant, then Tenant shall be deemed to have complied with this provision.

(ii) If reasonably indicated by a reputable environmental consultant engaged by Landlord, at Landlord's expense, Tenant shall remove "hazardous waste" or "hazardous waste" attributable to Tenant's occupancy at the Premises in a manner which complies with NJDEP requirements under ISRA, at Tenant's expense, as if ISRA applied to Tenant and/or the Premises.

(iii) In the event Tenant is obligated, under this Article or otherwise, to perform and/or cooperate in performing any ISRA obligations and/or obtain and/or cooperate in obtaining any ISRA approval, by way of a non-applicability letter, "negative declaration", the performance of an approved remedial action work plan, the obtaining of a no further action letter, the performance under a remediation agreement and/or otherwise (collectively the "ISRA Obligations") and, prior to fully performing such ISRA Obligations, there occurs the scheduled expiration of the Term of this Lease or any other termination of this Lease (collectively, a "Lease Termination"), and in the event (i) Landlord is obligated to deliver possession to a new tenant and (ii) Landlord is prevented from being able to deliver lawful possession because of such failure of Tenant to fully perform same, then Tenant shall, following such Lease Termination, pay, at the time and in the manner Fixed Rent payments were due during the term, an amount equal to: (i) Fixed Rent at twice the rate in effect immediately prior to such Lease Termination; and (ii) Additional Rent as provided under the Lease until such time as all such ISRA Obligations have been fully completed

(E) Additional Terms. In the event of Tenant's failure to comply in full with this Article, Landlord may, after written notice to Tenant and Tenant's failure to cure within thirty (30) days of its receipt of such notice, at Landlord's option, perform any and all of Tenant's obligations as aforesaid and all costs and expenses incurred by Landlord in the exercise of this right shall be deemed to be Additional Rent payable on demand and with interest at the Default Rate. The parties acknowledge and agree that Tenant shall not be held responsible for any environmental issue at the Premises unless such issue was caused by an action or omission of Tenant or its agents, employees, consultants or invitees. This Article 7 shall survive the expiration or sooner termination of this Lease.

(F) The parties acknowledge and agree that Tenant's Permitted Use includes research activities to be conducted in the lab portion of the Premises and such use may involve the lawful use of the substances and materials listed on Exhibit "E" attached hereto and incorporated herein, some of which may be or include Hazardous Substances. Tenant shall be permitted to use such substances and materials in accordance with all applicable laws, provided no Hazardous Substance or Hazardous Material signage is required to be displayed outside of the Premises.

8. TENANT'S ALTERATIONS. Tenant will not cut or drill into or secure any fixture, apparatus or equipment or make alterations, improvements or physical additions (collectively, "Alterations") of any kind to any part of the Premises without first obtaining the written consent of Landlord, such consent not to be unreasonably withheld. Notwithstanding anything in this Lease to the contrary, all furniture, movable trade fixtures and equipment (including telephone, security and communication equipment system wiring and cabling) installed by or for Tenant, its assignees or sublessees shall be Tenant's personal property and shall be removed by Tenant at the termination of this Lease including, without limitation, all lab furniture and fixtures including but not limited to laboratory bench(s), exhaust/fume hood(s), wet sink(s), case work, refrigerator(s), stability chamber(s), supplemental climate control, etc. However, notwithstanding the immediately preceding sentence, any items installed or work performed by Landlord under the Landlord's Work (Landlord's Office Work and Lab Shell Area) shall not constitute Tenant's personal property and shall remain with the Premises upon the expiration or earlier termination of the Lease.

9. ASSIGNMENT AND SUBLETTING.

(A) Tenant shall not, without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned or delayed, assign this Lease or any interest herein or sublet the Premises or any part thereof. Any of the foregoing acts without such consent shall be void. If at any time during the term of this Lease Tenant desires to assign this Lease or sublet all or any part of the Premises, Tenant shall give notice to Landlord of such desire, including the name, address and contact party for the proposed assignee or subtenant, the effective date of the proposed assignment or sublease (including the proposed occupancy date by the proposed assignee or sublessee), and in the instance of a proposed sublease, the square footage to be subleased, a floor plan professionally drawn to scale depicting the proposed sublease area, and a statement of the duration of the proposed sublease (which shall in any and all events expire by its terms prior to the scheduled expiration of this Lease, and immediately upon the sooner termination hereof). Landlord may, at its option, exercisable by notice given to Tenant within thirty (30) days next following Landlord's receipt of Tenant's notice, elect to recapture the Premises if Tenant is proposing to sublet or terminate this Lease in the event of an assignment. Regardless of Landlord's consent, no subletting or assignment shall release Tenant of Tenant's obligation or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. Landlord shall be entitled to a $250 fee for consenting to any sublet or assignment.

(B) Notwithstanding anything herein contained to the contrary, Tenant may, after notice to, but without the consent of Landlord, assign this Lease to an affiliate (i.e., a corporation or other entity a controlling interest of whose capital stock is owned by the same stockholders owning a controlling interest of Tenant's capital stock), parent or subsidiary corporation of Tenant or to a corporation or other entity to which it sells or assigns all of substantially all of its assets or stock or with which it may be consolidated or merged ("Affiliate"), provided such purchasing, consolidated, merged, affiliated or subsidiary corporation shall, in writing, assume and agree to perform all of the obligations of Tenant under this Lease, shall have a net worth at least equal to $5,000,000, and it shall deliver such assumption with a copy of such assignment to Landlord within ten (10) days thereafter, and provided further that Tenant shall not be released or discharged from any liability under this Lease by reason of such assignment.

(C) For purposes of this Article 9, and without limiting the basis upon which Landlord may withhold its consent to any proposed assignment or sublease, the parties agree that it shall not be unreasonable for Landlord to withhold its consent to such assignment or sublease if: (i) reasonable evidence exists that the proposed assignee or sublessee will experience difficulty in satisfying its financial or other obligations under this Lease; (ii) the proposed assignee of sublessee, in Landlord's reasonable opinion, is not reputable and of good character; (iii) the portion of the Premises requested to be subleased renders the balance of the Premises unleasable as a separate area; (iv) Tenant is advertising a sublease at a rental or subrental rate which is more than 10% less than Landlord's then applicable Building rental rate (provided, however, that any advertised rate shall not affect the actual rate negotiated between Tenant and its subtenant, which negotiated rate may not be disclosed to any party other than Landlord, Tenant and subtenant), or Tenant is proposing to sublease or assign to another prospect with whom Landlord or its partners, or their affiliates are then negotiating; (v) the proposed assignee or sublessee will cause Landlord's existing parking facilities to be reasonably inadequate, or in violation of code requirements, or require Landlord to increase the parking area or the number of parking spaces to meet code requirements, or the nature of such party's business shall reasonably require more than four (4) parking spaces per 1,000 rentable square feet of floor space, or (vi) the nature of such party's proposed business operation would or might reasonably permit or require the use of the Premises in a manner inconsistent with the "Permitted Use" specified herein, would or might reasonably otherwise be in conflict with express provisions of this Lease, would or might reasonably violate the terms of any other lease for the Building, or would, in Landlord's reasonable judgement, otherwise be incompatible with other tenancies in the Building.

(D) Any sums or other economic consideration received by Tenant as a result of any subletting, assignment or license (except rental or other payments received which are attributable to the amortization of the cost of leasehold improvements made to the sublet or assigned portion of the premises by Tenant for subtenant or assignee, and other reasonable expenses incident to the subletting or assignment, including standard leasing commissions) whether denominated rentals under the sublease or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the premises subject to such sublease or assignment) shall be divided evenly between Landlord and Tenant, with Landlord's portion being payable to Landlord as Additional Rental under this Lease without affecting or reducing any other obligation of Tenant hereunder.

10. LANDLORD'S RIGHT OF ENTRY. Landlord and persons authorized by Landlord may enter the Premises at all reasonable times upon reasonable advance notice (or any time without notice in the case of an emergency). Landlord shall not be liable for inconvenience to or disturbance of Tenant by reason of any such entry; provided, however, that in the case of repairs or work, such shall be done, so far as practicable, so as to not unreasonably interfere with Tenant's use of the Premises.

11. REPAIRS AND MAINTENANCE.

(A) Except as specifically set forth herein, Tenant, at its sole cost and expense, shall keep and maintain the Premises in good order and condition, free of rubbish, and shall promptly make all non-structural repairs necessary to keep and maintain such good order and condition. Tenant shall have the option of replacing lights, ballasts, tubes, ceiling tiles, outlets and similar equipment itself or it shall have the ability to advise Landlord of Tenant's desire to have Landlord make such repairs. If requested by Tenant, Landlord shall make such repairs to the office portion of the Premises within a reasonable time of notice to Landlord. When used in this Article 11, the term "repairs" shall include replacements and renewals when necessary. All repairs made by Tenant shall utilize materials and equipment which are at least equal in quality and usefulness to those originally used in constructing the Building and the Premises. Landlord shall provide the janitorial services for the office portion of the Premises as set forth on Exhibit "C"; Landlord will not provide janitorial services for the laboratory portion of the Premises, which area shall be Tenant's responsibility to clean in a good and reasonable manner.

(B) Landlord shall make, at its sole cost and expense, all repairs necessary to maintain, as applicable, the base building HVAC systems, plumbing and electric systems serving the Building and the Premises (but not Tenant specific HVAC, plumbing, electrical systems, or laboratory equipment and systems (e.g. supplemental HVAC, Premises specific water heaters, specialty lighting, and etc.) installed by or for Tenant, which shall be maintained by Tenant at its cost except as specifically set forth herein), and windows, elevators, floors, security system and all other items that constitute a part of the Building and are installed or furnished by Landlord, as well as all repairs necessary to maintain the structural soundness and function of the Building (including the roof and exterior walls), parking lot(s), grounds, site lighting and common areas, such costs to be included as operating expenses to the extent permitted under Article 4 hereof; provided, however, that Landlord shall not be obligated for any of such repairs until the expiration of a reasonable period of time after Landlord has actual knowledge of the need for the repair or has received written notice from Tenant that such repair is needed, whichever is earlier. In no event shall Landlord be obligated to repair any damage caused solely by any act, omission or negligence of the Tenant or its employees, agents, invitees, licensees, subtenants or contractors; and Tenant shall be solely liable for such repair at Tenant's sole cost and expense.

(C) Notwithstanding anything to the contrary set forth in this Section 11, Tenant shall not be responsible to maintain or make any repairs to the Premises or any of the items or areas described in Section 11 as being Tenant's responsibility to maintain and repair if such damage, repair or need to maintain is:

(a) Caused by any act, omission or negligence of Landlord or its employees, agents, invitees, licensees, tenants, subtenants or contractors;