{"id":41700,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/180-varick-street-new-york-ny-lease-varick-street-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"180-varick-street-new-york-ny-lease-varick-street-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/180-varick-street-new-york-ny-lease-varick-street-corp-and.html","title":{"rendered":"180 Varick Street (New York, NY) Lease &#8211; Varick Street Corp. and ImClone Systems Inc."},"content":{"rendered":"<pre>                                                                            2\/94\n\n================================================================================\n                           STANDARD FORM OF LOFT LEASE\n                    The Real Estate Board of New York, Inc.\n================================================================================\n\nAgreement of Lease, made as of this 15th day of December 1998, between 180\nVARICK STREET CORPORATION c\/o Olmstead Properties, Inc., 575 Eighth Avenue,\nSuite 2400, New York, New York 10018 party of the first part, hereinafter\nreferred to as OWNER, or LANDLORD, and IMCLONE SYSTEMS INCORPORATED, a Delaware\nCorporation having an office at 180 Varick Street, New York, New York 10014\nparty of the second part, hereinafter referred to as TENANT,\n\nWitnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner the\n            entire 6th and 7th floors (the \"Demised Premises\")\n\nin the building known as 180 Varick Street (the \"Building\") in the Borough of\nManhattan, City of New York, for the term of six (6) years (or until such term\nshall sooner cease and expire as hereinafter provided) to commence on the first\nday of January nineteen hundred and ninety-nine, and to end on the thirty-first\nday of December two thousand and four both dates inclusive, at an annual rental\nrate of\n\n                             See Article 41 (a) (i)\n\nwhich Tenant agrees to pay in lawful money of the United States which shall be\nlegal tender in payment of all debts and dues, public and private, at (the time\nof payment, in equal monthly installments in advance on the first day of each\nmonth during said term, at the office of Owner or such other place as Owner may\ndesignate, without any set off or deduction whatsoever, except that Tenant shall\npay the first       monthly installment(s) on the execution hereof (unless this\nlease be a renewal).\n\n      In the event that, at the commencement of the term of this lease, or\nthereafter, Tenant shall be in default in the payment of rent to Owner pursuant\nto the terms of another lease with Owner or with Owner's predecessor in\ninterest, Owner may at Owner's option and without notice to Tenant add the\namount of such arrears to any monthly installment of rent payable hereunder and\nthe same shall be payable to Owner as additional rent.\n\n      The parties hereto, for themselves, their heirs, distributees, executors,\nadministrators, legal representatives, successors and assigns, hereby covenant\nas follows:\n\nRent:       1. Tenant shall pay the rent as above and as hereinafter provided.\n\nOccupancy:  2. Tenant shall use and occupy demised premises for \n\n                               see Article 41(h)\n\nprovided such use is in accordance with, the certificate of occupancy for the\nbuilding, if any, and for no other purpose.\n\nAlterations:\n\n3. Tenant shall make no changes in or to the demised premises of any nature\nwithout Owner's prior written consent. Subject to the prior written consent of\nOwner, which shall not be unreasonably withheld, and to the provisions of this\narticle, Tenant, at Tenant's expense, may make alterations, installations,\nadditions or improvements which are nonstructural and which do not affect\nutility services or plumbing and electrical lines, in or to the interior of the\ndemised premises using contractors or mechanics first approved in each instance\nby Owner, which approval shall not be unreasonably withheld, Tenant shall, at\nits expense, before making any alterations, additions, installations or\nimprovements obtain all permits, approval and certificates required by any\ngovernmental or quasi-governmental bodies and (upon completion) certificates of\nfinal approval thereof and shall deliver promptly duplicates of all such\npermits, approvals and certificates to Owner. Tenant agrees to carry and will\ncause Tenant's contractors and sub-contractors to carry such workman's\ncompensation, general liability, personal and property damage insurance as Owner\nmay require. If any mechanic's lien is filed against the demised premises, or\nthe building of which the same forms a part, for work claimed to have been done\nfor, or materials furnished to, Tenant, whether or not done pursuant to this\narticle, the same shall be discharged by Tenant within thirty days thereafter,\nat Tenant's expense. by payment or filing the bond required by law or otherwise.\nAll fixtures and all paneling, partitions. railings and like installations,\ninstalled in the premises at any time, either by Tenant or by Owner on Tenant's\nbehalf, shall, upon installation, become the property of Owner and shall remain\nupon and be surrendered with the demised premises unless Owner, by notice to\nTenant given at the time Landlord gives its written approval to such\ninstallation (if, in fact, Landlord approves of such installation), provided,\nhowever, that in Tenant's request for approval of such installation, it\nexpressly requests, highlighted in bold face or underlining, Landlord's approval\nto allow such installation to remain upon and be surrendered with the Demised\nPremises at the end of the term of this lease, elects to relinquish Owner's\nright thereto and to have them removed by Tenant, in which event the same shall\nbe removed from the demised premises by Tenant prior to the expiration of the\nlease, at Tenant's expense. Anything contained herein to the contrary\nnotwithstanding, Tenant shall retain ownership of all laboratory equipment\ninstalled in the Demised Premises and shall remove such equipment on or before\nthe expiration or sooner termination of the term of this lease. Nothing in this\nArticle shall be construed to give Owner title to or to prevent Tenant's removal\nof trade fixtures, moveable office furniture and equipment, but upon removal of\nany such from the premises or upon removal of other installations as may be\nrequired by Owner, as hereinabove provided, Tenant shall immediately and at its\nexpense, repair and restore the premises to the condition existing prior to\ninstallation and repair any damage to the demised premises or the building due\nto such removal. All property permitted or required to be removed by Tenant at\nthe end of the term remaining in the premises after Tenant's removal shall be\ndeemed abandoned and may, at the election of Owner, either be retained as\nOwner's property or removed from the premises by Owner, at Tenant's expense.\n\nRepairs:\n\n4. Owner shall maintain and repair the exterior of and the public portions of\nthe building. Tenant shall, throughout the term of this lease, take good care of\nthe demised premises including the bathrooms and lavatory facilities (if the\ndemised premises encompass the entire floor of the building) and the windows and\nwindow frames and, the fixtures and appurtenances therein and at Tenant's sole\ncost and expense promptly make all repairs thereto and to the building, whether\nstructural or non-structural in nature, caused by or resulting from the\ncarelessness, omission, neglect or improper conduct of Tenant, Tenant's\nservants, employees, invitees, or licensees, and whether or not arising from\nsuch Tenant conduct or omission, when required by other provisions of this\nlease, including Article 6. Tenant shall also repair all damage to the building\nand the demised premises caused by the moving of Tenant's fixtures, furniture or\nequipment. All the aforesaid repairs shall be of quality or class equal to the\noriginal work or construction. If Tenant fails, after ten days notice, to\nproceed with due diligence to make repairs required to be made by Tenant, the\nsame may be made by the Owner at the expense of Tenant, and the expenses thereof\nincurred by Owner shall be collectible, as additional rent, after rendition of a\nbill or statement therefor. If the demised premises be or become infested with\nvermin, Tenant shall, at its expense, cause the same to be exterminated. Tenant\nshall give Owner prompt notice of any defective condition in any plumbing,\nheating system or electrical lines located in the demised premises and following\nsuch notice, Owner shall remedy the condition with due diligence, but at the\nexpense of Tenant, if repairs are necessitated by damage or injury attributable\nto Tenant, Tenant's servants, agents, employees, invitees or licensees as\naforesaid. Except as specifically provided in Article 9 or elsewhere in this\nlease, there shall be no allowance to the Tenant for a diminution of rental\nvalue and no liability on the part of Owner by reason of inconvenience,\nannoyance or injury to business arising from Owner, Tenant or others making or\nfailing to make any repairs, alterations, additions or improvements in or to any\nportion of the building or the demised premises or in and to the fixtures,\nappurtenances or equipment thereof. It is specifically agreed that Tenant shall\nnot be entitled to any set off or reduction of rent by reason of any failure of\nOwner to comply with the covenants of this or any other article of this lease.\nTenant agrees that Tenant's sole remedy at law in such instance will be by way\nof any action for damages for breach of contract, `The provisions of this\nArticle 4 with respect to the making of repairs shall not apply in the case of\nfire or other casualty with regard to which Article 9 hereof shall apply.\n\nWindow Cleaning:\n\n5. Tenant will not clean nor require, permit, suffer or allow any window in the\ndemised premises to be cleaned from the outside in violation of Section 202 of\nthe New York State Labor law or any other applicable law or of the Rules of the\nBoard of Standards and Appeals, or of any other Board or body having or\nasserting jurisdiction.\n\nRequirements of Law, Fire Insurance:\n\n6. Prior to the commencement of the lease term, if Tenant is then in possession,\nand at all times thereafter Tenant shall, at Tenant's sole cost and expense,\npromptly comply with all present and future laws, orders and regulations of all\nstate, federal, municipal and local governments, departments, commissions and\nhoards and any direction of any public officer pursuant to law, and all orders,\nrules and regulations of the New York Board of Fire Underwriters, or the\nInsurance Services Office, or any similar body which shall impose any violation,\norder or duty upon Owner or Tenant with respect to the demised premises, whether\nor not arising out of Tenant's use or manner of use thereof, or, with respect to\nthe building, if arising out of Tenant's use or manner of use of the demised\npremises of the building (including the use permitted under the lease). Except\nas provided in Article 30 hereof, nothing herein shall require Tenant to make\nstructural repairs or alterations unless Tenant has, by its manner of use of the\ndemised premises or method of operation therein, violated any such laws,\nordinances, orders, rules, regulations or requirements with respect thereto.\nTenant shall not do or\n\n                                                                  Please Initial\n\n                                                        Tenant:_________________\n                                                        Landlord:_______________\n\n\n\npermit any act or thing to be done in or to the demised premises which is\ncontrary to law, or which will invalidate or be in conflict with public\nliability, fire or other policies of insurance at any time carried by or for the\nbenefit of Owner. Tenant shall not keep anything in the demised premises except\nas now or hereafter permitted by the Fire Department, Board of Fire\nUnderwriters, Fire Insurance Rating Organization and other authority having\njurisdiction, and then only in such manner and such quantity so as not to\nincrease the rate for fire insurance applicable to the building, nor use the\npremises in a manner which will increase the insurance rate for the building or\nany property located therein over that in effect prior to the commencement of\nTenant's occupancy. If by reason of failure to comply with the foregoing the\nfire insurance rate shall, at the beginning of this lease or at any rate shall,\nat the beginning of this lease or at any time thereafter, be higher than it\notherwise would be, then Tenant shall reimburse Owner, as additional rent\nhereunder, for that portion of all fire insurance premiums thereafter paid by\nOwner which shall have been charged because of such failure by Tenant. In any\naction or proceeding wherein Owner and Tenant are parties, a schedule or\n\"make-up\" or rate for the building or demised premises issued by a body making\nfire insurance rates applicable to said premises shall be conclusive evidence of\nthe facts therein stated and of the several items and charges in the fire\ninsurance rates then applicable to said premises. Tenant shall not place a load\nupon any floor of the demised premises exceeding the floor load per square foot\narea which it was designed to carry and which is allowed by law. Owner reserves\nthe right to prescribe the weight and position of all safes, business machines\nand mechanical equipment. Such installation shall be placed and maintained by\nTenant, at Tenant's expense, in setting sufficient, in Owner's reasonable\njudgement, to absorb and prevent vibration, noise and annoyance.\n\nSubordination:\n\n7. This lease is subject and subordinate to all ground or underlying leases and\nto all mortgages which may now or hereafter affect such leases or the real\nproperty of which demised premises are a part and to all renewals, modification,\nconsolidations, replacements and extensions of any such underlying leases and\nmortgages. This clause shall be self-operative and no further instrument or\nsubordination shall be required by any ground or underlying lessor or by any\nmortgagee, affecting any lease or the real property of which the demised\npremises are a part. In confirmation of such subordination. Tenant shall from\ntime to time execute promptly any certificate that Owner may reasonably request.\n\nTenant's Liability Insurance Property Loss, Damage Indemnity:\n\n8. Owner or its agents shall not be liable for any damage to property of Tenant\nor of others entrusted to employees of the building, nor for loss of or damage\nto any property of Tenant by theft or otherwise, nor for any injury or damage in\npersons or property resulting from any cause of whatsoever nature, unless caused\nby or due to the negligence of Owner, its agent, servant or employees; Owner or\nits agents shall not be liable for any damage caused by other tenants or persons\nin, upon or about said building or caused by operations in connection of any\nprivate, public or quasi public work. If at any time any windows of the demised\npremises are temporarily closed, darkened or bricked up (or permanently closed,\ndarkened or bricked up, if required by law) for any reason whatsoever including,\nbut not limited to Owner's own acts, Owner shall not be liable for any damage\nTenant may sustain thereby and Tenant shall not be entitled to any compensation\ntherefor nor abatement or diminution of rent nor shall the same release Tenant\nfrom its obligations hereunder nor constitute an eviction. Tenant shall\nindemnify and save harmless Owner against and from all liabilities, obligations,\ndamages, penalties, claims, costs and expenses for which Owner shall not be\nreimbursed by insurance, including reasonable attorney's fees, paid, suffered or\nincurred as a result of any breach by Tenant, Tenant's agents, contractors,\nemployees, invitees, or licensees, of any covenant or condition of this lease,\nor the carelessness, negligence or improper conduct of the Tenant, Tenant's\nagents, contractors, employees, invitees or licensees. Tenant's liability under\nthis lease extends to the acts and omissions of any sub-tenant, and any agent,\ncontractor, employee, invitee or licensee of any sub-tenant. In case any action\nor proceeding is brought against Owner by reason of any such claim, Tenant, upon\nwritten notice from Owner, will, at Tenant's expense, resist or defend such\naction or proceeding by counsel approved by Owner in writing, such approval not\nto be unreasonably withheld.\n\nDestruction Fire and Other Casualty:\n\n9. (a) If the demised premises or any part thereof shall be damaged by fire or\nother casualty, Tenant shall give immediate notice thereof to Owner and this\nlease shall continue in full force and effect except as hereinafter set forth.\n(b) If the demised premises are partially damaged or rendered partially unusable\nby fire or other casualty, the damages thereto shall be repaired by and at the\nexpense of Owner and the rent and other items of additional rent, until such\nrepair shall be substantially completed, shall be apportioned from the day\nfollowing the casualty according to the part of the premises which is usable.\n(c) If the demised premises are totally damaged or rendered wholly unusable by\nfire or other casualty, then the rent and other items of additional rent as\nhereinafter expressly provided shall be proportionately paid up to the time of\nthe casualty and thenceforth shall cease until the date when the premises shall\nhave been repaired and restored by Owner (or sooner reoccupied in part by Tenant\nthen rent shall be apportioned as provided in subsection (b) above), subject to\nOwner's right to elect not to restore the same as hereinafter provided. (d) If\nthe demised premises are rendered wholly unusable or (whether or not the demised\npremises are damaged in whole or in part) if the building shall be so damaged\nthat Owner shall decide to demolish it or to rebuild it, then, in any of such\nevents, Owner may elect to terminate this lease by written notice to Tenant,\ngiven within 90 days after such fire or casualty, or 30 days after adjustment of\nthe insurance claim for such fire or casualty, whichever is sooner, specifying a\ndate for the expiration of the lease, which date shall not be more than 60 days\nafter the giving of such notice, and upon the date specified in such notice the\nterm of this lease shall expire as fully and completely as if such date were the\ndate set forth above for the termination of this lease and Tenant shall\nforthwith quit, surrender and vacate the premises without prejudice however, to\nOwner's rights and remedies against Tenant under the lease provisions in effect\nprior to such termination, and any rent owing shall be paid up to the date of\nthe casualty, or such later date that Tenant surrenders full and complete vacant\npossession of the Demised Premises to Landlord, and any payment of rent made by\nTenant which were an account of any period subsequent to such date shall be\nreturned to Tenant. Unless Owner shall serve a termination notice as provided\nfor herein. Owner shall make the repairs and restorations under the conditions\nof (b) and (c) hereof, with all reasonable expedition, subject to delays due to\nadjustments of insurance claims, labor troubles and causes beyond Owner's\ncontrol. After any such casualty, Tenant shall cooperate with Owner's\nrestoration by removing from the premises as promptly as reasonably possible,\nall of Tenant's salvageable inventory and movable equipment, furniture, and\nother property. Tenant's liability for rent shall resume five (5) days after\nwritten notice from Owner that the premises are substantially ready for Tenant's\noccupancy. (c) Nothing contained hereinabove shall relieve Tenant from liability\nthat may exist as a result of damage from fire or other casualty.\nNotwithstanding the foregoing, including Owner's obligation to restore under\nsubparagraph (b) above, each party shall look first to any insurance in its\nfavor before making any claim against the other party for recovery for loss or\ndamage resulting from fire or other casualty, and to the extent that such\ninsurance is in force and collectible and to the extent permitted by law, Owner\nand Tenant each hereby releases and waives all right of recovery with respect to\nsubparagraphs (b), (d) and (e) above, against the other or any one claiming\nthrough or under each of them by way of subrogation or otherwise. The release\nand waiver herein referred to shall be deemed to include any loss or damage to\nthe demised premises and\/or to any personal property, equipment, trade fixtures,\ngoods and merchandise located therein. The foregoing release and waiver shall be\nin force only if both releasors' insurance policies contain a clause providing\nthat such a release or waiver shall not invalidate the insurance. If, and to the\nextent, that such waiver can be obtained only by the payment of additional\npremiums, then the party benefitting from the waiver shall pay such premium\nwithin ten days after written demand or shall be deemed to have agreed that the\nparty obtaining insurance coverage shall be free of any further obligation under\nthe provisions hereof with respect to waiver of subrogation. Tenant acknowledges\nthat Owner will not carry insurance on Tenant's furniture and or furnishings or\nany fixtures or equipment, improvements, or appurtenances removable by Tenant\nand agrees that Owner will not be obligated to repair any damage thereto or\nreplace the same. (f) Tenant hereby waives the provisions of Section 227 of the\nReal Property Law and agrees that the provisions of this article shall govern\nand control in lieu thereof.\n\nEminent Domain:\n\n10. If the whole or any part of the demised premises shall be acquired or\ncondemned by Eminent Domain for any public or quasi public use or purpose, then\nand in that event, the term of this lease shall cease and terminate from date of\ntitle vesting in such proceeding and Tenant shall have no claim for the value of\nany unexpired term of said lease. Tenant shall have the right to make an\nindependent claim to the condemning authority for the value of Tenant's moving\nexpenses and personal property, trade fixtures and equipment, provided Tenant is\nentitled pursuant to the terms of the lease to remove such property, trade\nfixtures and equipment at the end of the term and provided further such claim\ndoes not reduce Owner's award.\n\nAssignment, Mortgage, Etc.:\n\n11. Tenant, for itself, its heirs, distributees, executors, administrators,\nlegal representatives, successors and assigns, expressly covenants that it shall\nnot assign, mortgage or encumber this agreement, nor underlet, or suffer or\npermit the demised premises or any part thereof to be used by others, without\nprior written consent of Owner in each instance. Transfer of the majority of the\nstock of a corporate Tenant or the majority partnership interest of a\npartnership Tenant shall be deemed an assignment. If this lease be assigned, or\nif the demised premises or any part thereof be underlet or occupied by anybody\nother than Tenant, Owner may, after default by Tenant, collect rent from the\nassignee, under tenant or occupant, and apply the net amount collected to the\nrent herein reserved, but no such assignment, underletting, occupancy or\ncollections shall be deemed a waiver of this covenant, or the acceptance of the\nassignee, under-tenant or occupant as tenant, or a release of Tenant from the\nfurther performance by Tenant of covenants on the part of Tenant herein\ncontained. The consent by Owner to an assignment or underletting shall not in\nany wise be construed to relieve Tenant from obtaining the express consent in\nwriting of Owner to any further assignment or underletting.\n\nElectric Current:\n\n12. Rates and conditions in respect to submetering or rent inclusion, as the\ncase may be, to be added in [CLIPART OMITTED] RIDER attached hereto. Tenant\ncovenants and agrees that at all times its use of electric current shall not\nexceed the capacity of existing feeders to the building of the risers or wiring\ninstallation and Tenant may not use any electrical equipment which, in Owner's\nopinion, reasonably exercised, will overload such installations or interfere\nwith the use thereof by other tenants of the building. The change at any time of\nthe character of electric service shall in no wise make Owner liable or\nresponsible to Tenant, for any loss, damages or expenses which Tenant may\nsustain.\n\nAccess to Premises:\n\n13. Owner or Owner's agents shall have the right (but shall not be obligated) to\nenter the demised premises in any emergency at any time, and, at other\nreasonable times upon prior reasonable notice to Tenant to examine the same and\nto make such repairs, replacements and improvements as Owner may deem necessary\nand reasonably desirable to any portion of the building or which Owner may elect\nto perform in the premises after Tenant's failure to make repairs of perform any\nwork which Tenant is obligated to perform under this lease, or for the purpose\nof complying with laws regulations and other directions of governmental\nauthorities. Tenant shall permit Owner to use and maintain and replace pipes and\nconduits in and through the demised premises and to erect new pipes and conduits\ntherein provided, wherever possible, they are within walls or otherwise\nconcealed. Owner may, during the progress of any work in the demised premises,\ntake all necessary materials and equipment into said premises without the same\nconstituting an eviction nor shall the Tenant be entitle to any abatement of\nrent while such work is in progress nor to any damages by reason of loss or\ninterruption of business or otherwise. Throughout the term hereof Owner shall\nhave the right to enter the demised premises at reasonable hours for the purpose\nof showing the same to prospective purchasers or mortgagees of the building, and\nduring the last six months of the term for the purpose of showing the same to\nprospective tenants and may, during said six month period, place upon\n\n                                                                  Please Initial\n\n                                                        Tenant:_________________\n                                                        Landlord:_______________\n\n----------\n[CLIPART OMITTED] Rider to be added if necessary.\n\n\n\nthe demised premises the usual notices \"To Let\" and \"For Sale\" which notices\nTenant shall permit to remain thereon without molestation. If Tenant is not\npresent to open and permit an entry into the demised premises, Owner or Owner's\nagents may enter the same whenever such entry may be necessary or permissible by\nmaster key or forcibly and provided reasonable care is exercised to safeguard\nTenant's property, such entry shall not render Owner or its agents liable\ntherefor, nor in any event shall the obligations of Tenant hereunder be\naffected. If during the last month of the term Tenant shall have removed all or\nsubstantially all of Tenant's property therefrom. Owner may immediately enter,\nalter, renovate or redecorate the demised premises without limitation or\nabatement of rent, or incurring liability to Tenant for any compensation and\nsuch act shall have no effect on this lease or Tenant's obligation hereunder.\n\nVault, Vault Space, Area:\n\n14. No Vaults, vault space or area, whether or not enclosed or covered, not\nwithin the property line of the building is leased hereunder anything contained\nin or indicated on any sketch, blue print or plan, or anything contained\nelsewhere in this lease to the contrary notwithstanding. Owner makes no\nrepresentation as to the location of the property line of the building. All\nvaults and vault space and all such areas not within the property line of the\nbuilding, which Tenant may be permitted to use and\/or occupy, is to be used\nand\/or occupied under a revocable license, and if any such license be revoked,\nor if the amount of such space or area be diminished or required by any federal,\nstate or municipal authority or public utility, Owner shall not be subject to\nany liability nor shall Tenant be entitled to any compensation or diminution or\nabatement of rent, nor shall such revocation, diminution or requisition be\ndeemed constructive or actual eviction. Any tax, fee or charge of municipal\nauthorities for such vault or area shall be paid by Tenant, if used by Tenant,\nwhether or not specifically leased hereunder.\n\nOccupancy:\n\n15. Tenant will not at any time use or occupy the demised premises in violation\nof the certificate of occupancy issued for the building of which the demised\npremises are a part. Tenant has inspected the premises and accepts them as is,\nsubject to the riders annexed hereto with respect to Owner's work, if any. In\nany event, Owner makes no representation as to the condition of the premises and\nTenant agrees to accept the same subject to violations, whether or not of\nrecord. If any governmental license or permit shall be required for the proper\nand lawful conduct of Tenant's business, Tenant shall be responsible for and\nshall procure and maintain such license or permit.\n\nBankruptcy:\n\n16. (a) Anything elsewhere in this lease to the contrary notwithstanding, this\nlease may be cancelled by Owner by sending of a written notice to Tenant within\na reasonable time after the happening of any one or more of the following\nevents: (1) the commencement of a case in bankruptcy or under the laws of any\nstate naming Tenant as the debtor; or (2) the making by Tenant of an assignment\nor any other arrangement for the benefit of creditors under any state statute.\nNeither Tenant nor any person claiming through or under Tenant, or by reason of\nany statute or order of court, shall thereafter be entitled to possession of the\npremises demised but shall forthwith quit and surrender the premises. If this\nlease shall be assigned in accordance with its terms, the provisions of this\nArticle 16 shall be applicable only to the party then owning Tenant's interest\nin this lease.\n\n            (b) It is stipulated and agreed that in the event of the termination\nof this lease pursuant to (a) hereof, Owner shall forthwith, not withstanding\nany other provisions of this lease to the contrary, be entitled to recover from\nTenant as and for liquidated damages an amount equal to the difference between\nthe rental reserved hereunder for the unexpired portion of the term demised and\nthe fair and reasonable rental value of the demised premises for the same\nperiod. In the computation of such damages the difference between any\ninstallment of rent becoming due hereunder after the date of termination and the\nfair and reasonable rental value of the demised premises for the period for\nwhich such installment was payable shall be discounted to the date of\ntermination at the rate of four percent (4%) per annum. If such premises or any\npart thereof be relet by the Owner for the unexpired term of said lease, or any\npart thereof, before presentation of proof of such liquidated damages to any\ncourt, commission or tribunal, the amount of rent reserved upon such reletting\nshall be deemed to be the fair and reasonable rental value for the part or the\nwhole of the premises so re-let during the term of the re-letting. Nothing\nherein contained shall limit or prejudice the right of the Owner to prove for\nand obtain as liquidated damages by reason of such termination, an amount equal\nto the maximum allowed by any statute or rule of law in effect at the time when,\nand governing the proceedings in which, such damages are to be proved, whether\nor not such amount be greater, equal to, or less than the amount of the\ndifference referred to above.\n\nDefault:\n\n17. (1) If Tenant defaults in fulfilling any of the covenants of this lease\nother than the covenants for the payment of rent or additional rent; \"or if this\nlease be rejected under ss.235 of Title 11 of the U.S. Code (bankruptcy code);\"\nor if any execution or attachment shall be issued against Tenant or any of\nTenant's property whereupon the demised premises shall be taken or occupied by\nsomeone other than Tenant; or if Tenant shall make default with respect to any\nother lease between Owner and Tenant; or if Tenant shall have failed, after five\n(5) days written notice, to redeposit with Owner any portion of the security\ndeposited hereunder which Owner has applied to the payment of any rent and\nadditional rent due and payable hereunder or failed to move into or take\npossession of the premises within thirty (30) days after the commencement of the\nterm of this lease, of which fact Owner shall be the sole judge; then in any one\nor more of such events, upon Owner serving a written fifteen (15) days notice\nupon Tenant specifying the nature of said default and upon the expiration of\nsaid fifteen (15) days, if Tenant shall have failed to comply with or remedy\nsuch default, or if the said default or omission complained of shall be of a\nnature that the same cannot be completely cured or remedied within said fifteen\n(15) day period, and if Tenant shall not have diligently commenced during such\ndefault within such fifteen (15) day period, and shall not thereafter with\nreasonable diligence and in good faith, proceed to remedy or cure such default,\nthen Owner may serve a written five (5) days' notice of cancellation of this\nlease upon Tenant, and upon the expiration of said five (5) days this lease and\nthe term thereunder shall end and expire as fully and completely as if the\nexpiration of such five (5) day period were the day herein definitely fixed for\nthe end and expiration of this lease and the term thereof and Tenant shall then\nquit and surrender the demised premises to Owner but Tenant shall remain liable\nas hereinafter provided.\n\n            (2) If the notice provided for in (1) hereof shall have been given,\nand the term shall expire as aforesaid; or if Tenant shall make default in the\npayment of the rent reserve herein or any item of additional rent herein\nmentioned or any part of either or in making any other payment herein required;\nthen and in any of such events Owner may without notice, re-enter the demised\npremises either by force or otherwise, and dispossess Tenant by summary\nproceedings or otherwise, and the legal representative of Tenant or other\noccupant of demised premises and remove their effects and hold the premises as\nif this lease had not been made, and Tenant hereby waives the service of notice\nof intention to re-enter or to institute legal proceedings to that end. If\nTenant shall make default hereunder prior to the date fixed as the commencement\nof any renewal or extension of this lease, Owner may cancel and terminate such\nrenewal or extension agreement by written notice.\n\nRemedies of Owner and Waiver of Redemption:\n\n18. In case of any such default, re-entry, expiration and\/or dispossess by\nsummary proceedings or otherwise, (a) the rent, and additional rent, shall\nbecome due thereupon and be paid up to the time of such re-entry, dispossess\nand\/or expiration, (b) Owner may re-let the premises or any part or parts\nthereof, either in the name of Owner or otherwise, for a term or terms, which\nmay at Owner's option be less than or exceed the period which would otherwise\nhave constituted the balance of the term of this lease and may grant concessions\nor free rent or charge a higher rental than that in this lease, (c) Tenant or\nthe legal representatives of Tenant shall also pay Owner as liquidated damages\nfor the failure of Tenant to observe and perform said Tenant's covenants herein\ncontained, any deficiency between the rent hereby reserved and or covenanted to\nbe paid and the net amount, if any, of the rents collected on account of the\nsubsequent lease or leases of the demised premises for each month of the period\nwhich would otherwise have constituted the balance of the term of this lease.\nThe failure of Owner to re-let the premises or any part or parts thereof shall\nnot release or affect Tenant's liability for damages. In computing such\nliquidated damages there shall be added to the said deficiency such expenses as\nOwner may reasonably incur in connection with re-letting, such as legal\nexpenses, reasonable attorneys' fees, brokerage, advertising and for keeping the\ndemised premises in good order or for preparing the same for re-letting. Any\nsuch liquidated damages shall be paid in monthly installments by Tenant on the\nrent day specified in this lease and any suit brought to collect the amount of\nthe deficiency for any month shall not prejudice in any way the rights of Owner\nto collect the deficiency for any subsequent month by a similar proceedings.\nOwner, in putting the demised premises in good order or preparing the same for\nre-rental may, at Owner's option, make such alterations, repairs, replacements,\nand\/or decorations in the demised premises as Owner, in Owner's sole judgment,\nconsiders advisable and necessary for the purpose of re-letting the demised\npremises, and the making of such alterations, repairs, replacements, and\/or\ndecorations shall not operate or be construed to release Tenant from liability\nhereunder as aforesaid. Landlord shall advertise and list the availability of\nthe Demised Premises with real estate brokers. Owner shall in no event be liable\nin any way whatsoever for failure to re-let the demised premises, or in the\nevent that the demised premises are re-let, for failure to collect the rent\nthereof under such re-letting, and in no event shall Tenant be entitled to\nreceive any excess, if any, of such net rents collected over the sums payable by\nTenant to Owner hereunder. In the event of a breach or threatened breach by\nTenant of any of the covenants or provisions hereof, Owner shall have the right\nof injunction and the right to invoke any remedy allowed at law or in equity as\nif re-entry, summary proceedings and other remedies were not herein provided\nfor. Mention in this lease of any particular remedy, shall not preclude Owner\nfrom any other remedy, in law or in equity. Tenant hereby expressly waives any\nand all rights of redemption granted by or under any present or future laws.\n\nFees and Expenses:\n\n19. If Tenant shall default in the observance or performance of any term or\ncovenant on Tenant's part to be observed or performed under or by virtue of any\nof the terms or provisions in any article of this lease, after notice if\nrequired and upon expiration of any applicable grace period if any, (except in\nan emergency), then, unless otherwise provided elsewhere in this lease, Owner\nmay immediately or at any time thereafter and without notice perform the\nobligations of Tenant thereunder. If Owner, in connection with the foregoing or\nin connection with any default by Tenant in the covenant to pay rent hereunder,\nmakes any expenditures or incurs any obligations for the payment of money,\nincluding but not limited to reasonable attorney's fees, in instituting,\nprosecuting or defending any action or proceedings, and prevails in any such\naction or proceeding, then Tenant will reimburse Owner for such sums so paid or\nobligations incurred with interest and costs. The foregoing expenses incurred by\nreason of Tenant's default shall be deemed to be additional rent hereunder and\nshall be paid by Tenant to Owner within ten (10) days of rendition of any bill\nor statement to Tenant therefor. If Tenant's lease term shall have expired at\nthe time of making of such expenditures or incurring of such obligations, such\nsums shall be recoverable by Owner as damages.\n\nBuilding Alterations and Management:\n\n20. Owner shall have the right at any time without the same constituting an\neviction and without incurring liability to Tenant therefor to change the\narrangement and or location of public entrances, passageways, doors, doorways,\ncorridors, elevators, stairs, toilets or other public parts of the building and\nto change the name, number or designation by which the building may be known.\nThere shall be no allowance to Tenant for diminution of rental value and no\nliability on the part of Owner by reason of inconvenience, annoyance or injury\nto business arising from Owner or other Tenant making any repairs in the\nbuilding or any such alterations, additions and improvements. Furthermore,\nTenant shall not have any claim against Owner my reason of Owner's imposition of\nany controls of the manner of access to the building by Tenant's social or\nbusiness visitors as the Owner may deem necessary for the security of the\nbuilding and its occupants.\n\n                                                                  Please Initial\n\n                                                         Tenant_________________\n\n                                                         Landlord_______________\n\n\nNo Representations by Owner:\n\n21. Neither Owner nor Owners agents have made any representations or promises\nwith respect to the physical condition of the building, the land upon which it\nis erected or the demised premises, the rents, leases, expenses of operation or\nany other matter or thing affecting or related to the demised premises or the\nbuilding except as herein expressly set forth and no rights, easements or\nlicenses are acquired by Tenant by implication or otherwise except as expressly\nset forth in the provisions of this lease. Tenant has inspected the building and\nthe demised premises and is thoroughly acquainted with their condition and\nagrees to take the same \"as is\" on the date possession is tendered and\nacknowledges that the taking of possession of the demised premises by Tenant\nshall be conclusive evidence that the said premises and the building of which\nthe same form a part were in good and satisfactory condition at the time such\npossession was so taken, except as to latent defects. All understandings and\nagreements heretofore made between the parties hereto are merged in this\ncontract, which alone fully and completely expresses the agreement between Owner\nand Tenant and any executory agreement hereafter made shall be ineffective to\nchange, modify, discharge or effect an abandonment of it in whole or in part,\nunless such executory agreement is in writing and signed by the party against\nwhom enforcement of the change, modification, discharge or abandonment is\nsought.\n\nEnd of Term:\n\n22. Upon the expiration or other termination of the term of this lease, Tenant\nshall quit and surrender to Owner the demised premises, broom clean, in good\norder and condition, ordinary wear and damages which Tenant is not required to\nrepair as provided elsewhere in this lease excepted, and Tenant shall remove all\nits property from the demised premises. Tenant's obligation to observe or\nperform this covenant shall survive the expiration or other termination of this\nlease. If the last day of the term of this Lease or any renewal thereof, falls\non Sunday, this lease shall expire at noon on the preceding Saturday unless it\nbe a legal holiday in which case it shall expire at noon on the preceding\nbusiness day.\n\nQuiet Enjoyment:\n\n23. Owner covenants and agrees with Tenant that upon Tenant paying the rent and\nadditional rent and observing and performing all the terms, covenants and\nconditions, on Tenant's part to be observed and performed, Tenant may peaceably\nand quietly enjoy the premises hereby demised, subject, nevertheless, to the\nterms and conditions of this lease including, but not limited to, Article 34\nhereof and to the ground leases, underlying leases and mortgages hereinbefore\nmentioned.\n\nFailure to Give Possession:\n\n24. If Owner is unable to give possession of the demised premises on the date of\nthe commencement of the term hereof, because of the holding-over or retention of\npossession of any Tenant, undertenant or occupants or if the demised premises\nare located in a building being constructed, because such building has not been\nsufficiently completed to make the premises ready for occupancy or because of\nthe fact that a certificate of occupancy has not been procured or if Owner has\nnot completed any work required to be performed by Owner, or for any other\nreason, Owner shall not be subject to any liability for failure to give\npossession on said date and the validity of the lease shall not be unpaired\nunder such circumstances, nor shall the same be construed in any wise to extend\nthe term of this lease, but the rent payable hereunder shall be abated (provided\nTenant is not responsible for Owner's inability to obtain possession or complete\nany work required) until after Owner shall have given Tenant notice that Owner\nis able to deliver possession in the condition required by this lease. If\npermission is given to Tenant to enter into the possession of the demised\npremises or to occupy premises other than the demised premises prior to time\ndate specified as the commencement of the term of this lease, Tenant covenants\nand agrees that such possession and\/or occupancy shall be deemed to be under all\nthe terms, covenants, conditions and provisions of this lease, except the\nobligation to pay the fixed annual rent set forth in page one of this lease. The\nprovisions of this article are intended to constitute \"an express provision to\nthe contrary\" within the meaning of Section 223-a of the New York Real Property\nlaw.\n\nNo Waiver:\n\n25. The failure of Owner to seek redress for violation of, or to insist upon the\nstrict performance of any covenant or condition of this lease or of any of the\nRules or Regulations, set forth or hereafter adopted by Owner, shall not prevent\na subsequent act which would have originally constituted a violation from having\nall the force and effect of the original violation. The receipt by Owner of rent\nwith knowledge of the breach of any covenant of this lease shall not be deemed a\nwaiver of such breach and no provision of this lease shall be deemed to have\nbeen waived by Owner unless such waiver be in writing signed by Owner. No\npayment by Tenant on receipt by Owner of a lesser amount than the monthly rent\nherein stipulated shall be deemed to be other than on account of the earliest\nstipulated rent, nor shall any endorsement or statement of any check or any\nletter accompanying any check or payment as rent be deemed an accord and\nsatisfaction, and Owner may accept such check or payment without prejudice to\nOwner's right to recover the balance of such rent or pursue any other remedy in\nthis lease provided. All checks tendered to Owner as and for the rent of the\ndemised premises shall be deemed payments for the account of Tenant. Acceptance\nby Owner of rent from anyone other than Tenant shall not be deemed to operate as\nan attornment to Owner by the payor of such rent or as a consent by Owner to any\nassignment or subletting by Tenant of the demised premises to such payor, or as\na modification of the provisions of this lease. No act or thing done by Owner or\nOwner's agents during the term hereby demised shall be deemed an acceptance of a\nsurrender of said premises and no agreement to accept such surrender shall be\nvalid unless in writing signed by Owner. No employee of Owner or Owner's agent\nshall have any power to accept the keys of said premises prior to the\ntermination of the lease and the delivery of keys to any such agent or employee\nshall not operate as a termination of the lease or a surrender of the premises.\n\nWaiver of Trial by Jury:\n\n26. It is mutually agreed by and between Owner and Tenant that the respective\nparties hereto shall and they hereby do waive trial by jury in any action,\nproceeding or counterclaim brought by either of the parties thereto against the\nother (except for personal injury or property damage) on any matters whatsoever\narising out of or in any way connected with this lease, the relationship of\nOwner and Tenant, Tenant's use of or occupancy of said premises, and any\nemergency statutory or any other statutory remedy. It is further mutually agreed\nthat in the event Owner commences any proceeding or action for possession\nincluding a summary proceeding for possession of the premises, Tenant will not\ninterpose any counterclaim of whatever nature or description in any such\nproceeding including a counterclaim under Article 4 except for statutory\nmandatory counterclaims.\n\nInability to Perform:\n\n27. This Lease and the obligation of both parties (except for the obligation of\nTenant to pay rent hereunder) to perform all of the covenants and agreements\nhereunder on part of either party to be performed shall in no wise be affected,\nimpaired or excused because either party is unable to fulfill any of its\nobligations under this lease or to supply or is unable to make, or is delayed in\nmaking any repair, additions, alterations or decorations or is unable to supply\nor is delayed in supplying any equipment, fixtures or other materials if either\nparty is prevented or delayed from doing so by reason of strike or labor\ntroubles or any cause whatsoever beyond either party's sole control including,\nbut not limited to, government preemption or restrictions or by reason of any\nrule, order or regulation of any department or subdivision thereof of any\ngovernment agency or by reasons of the conditions which have been or are\naffected, either directly or indirectly, by war or other emergency.\n\nBills and Notices:\n\n28. Except as otherwise in this lease provided, a bill statement, notice or\ncommunication which Owner may desire or be required to give to Tenant, shall be\ndeemed sufficiently given or rendered if, in writing, delivered to Tenant\npersonally or sent by registered or certified mail addressed to Tenant at the\nbuilding of which the demised premises form a part or at the last known\nresidence address or business address of Tenant or left at any of the aforesaid\npremises addressed to Tenant, and the time of the rendition of such bill or\nstatement and of the giving of such notice or communication shall be deemed to\nbe the time when the same is delivered to Tenant, mailed, or left at the\npremises as herein provided. Any notice by Tenant to Owner must be served by\nregistered or certified mail addressed to Owner at the address first hereinabove\ngiven or at such other address as Owner shall designate by written notice.\n\nWater Charges:\n\n29. It Tenant requires, uses or consumes water for any purpose in addition to\nordinary lavatory purposes (of which fact Tenant constitutes Owner to be the\nsole judge) Owner may install a water meter and thereby measure Tenant's water\nconsumption for all purposes. Tenant shall pay Owner for the cost of the meter\nand the cost of the installation, thereof and throughout the duration of\nTenant's occupancy Tenant shall keep said meter and installation equipment in\ngood working order and repair at Tenant's own cost and expense in default of\nwhich Owner may cause such meter and equipment to be replaced or repaired and\ncollect the cost thereof from Tenant, as additional rent. Tenant agrees to pay\nfor water consumed, as shown on said meter as and when bills are rendered, and\non default in making such payment Owner may pay such charges and collect the\nsame from Tenant, as additional rent. Tenant covenants and agrees to pay, as\nadditional rent, the sewer rent, charge or any other tax, rent, levy or charge\nwhich now or hereafter is assessed, imposed or a lien upon the demised premises\nor the realty of which they are part pursuant to law, order or regulation made\nor issued in connection with the use, consumption, maintenance or supply of\nwater, water system or sewage or sewage connection or system. If the building or\nthe demised premises or any part there is supplied with water through a meter\nthrough which water is also supplied to other premises Tenant shall pay to\nOwner, as additional rent, on the first day of each month, [CLIP ART OMITTED] %\n($[CLIP ART OMITTED]) of the total meter charges as Tenant's portion.\nIndependently of and in addition to any of the remedies reserved to Owner\nhereinabove or elsewhere in this lease, Owner may sue for and collect any monies\nto be paid by Tenant or paid by Owner for any of the reasons or purposes\nhereinabove set forth.\n\nSprinklers:\n\n30. Anything elsewhere in this lease to the contrary notwithstanding, if the New\nYork Board of Fire Underwriters or the New York Fire Insurance Exchange or any\nbureau, department or official office federal, state or city government\nrecommend or require the installation of a sprinkler system or that any changes,\nmodifications, alterations, or additional sprinkler heads or other equipment be\nmade or supplied in an existing sprinkler system by reason of Tenant's business,\nor the location of partitions, trade fixtures, or other contents of the demised\npremises, or for any other reason, or if any such sprinkler system\ninstallations, modifications, alterations, additional sprinkler heads or other\nsuch equipment, become necessary to prevent the imposition of a penalty or\ncharge against the full allowance for a sprinkler system in fire insurance rate\nset by any said Exchange or by any fire insurance company, Tenant shall, at\nTenant's expense, promptly make such sprinkler system installations, changes,\nmodifications, alterations, and supply additional sprinkler heads or other\nequipment as required whether the work involved shall be structural or\nnon-structural in nature. Tenant shall pay to Owner as additional rent the sum\n$[CLIP ART OMITTED], of on the first day of each month during the term of this\nlease, as Tenant's portion of the contract price for sprinkler supervisory\nservice.\n\nElevators, Heat, Cleaning:\n\n31. Owner shall: (a) provide necessary passenger elevator facilities on business\ndays from 8 a.m to 6 p.m. and on Saturday from 8 a.m. to 1 p.m.: and have at\nleast one passenger elevator available twenty four hours a day, seven days a\nweek; (b) if freight elevator service is provided, same shall be provided only\non regular business days Monday through Friday inclusive, and on those days only\nbetween the hours of 9 a.m. and 12 noon and between 1 p.m. and 5 p.m.; (c)\nfurnish heat, water and other services supplied by Owner to the demised\npremises, when and as required by law, on business days from 8 a.m. t 6 p.m. and\non Saturdays from 8\n\n                                                                  Please Initial\n\n                                                         Tenant_________________\n\n                                                         Landlord_______________\n\n----------\n[CLIP ART OMITTED] Space to be filled in or deleted.\n\n\n\na.m. to p.m.; (d) clean the public halls and pubic portions of the building\nwhich are used in common by all tenants. Tenant shall, at Tenant's expense, keep\nthe demised premises, including the windows, clean and in order, to the\nreasonable satisfaction of Owner, and for that purpose shall employ the person\nor persons, or corporation approved by Owner. Tenant shall pay to Owner the cost\nof removal of any of Tenant's refuse and rubbish from the building. Bills for\nthe same shall be rendered by Owner to Tenant at such time as Owner may elect\nand shall be due and payable hereunder, and the amount of such bills shall be\ndeemed to be, and be paid as, additional rent. Tenant shall, however, have the\noption of independently contracting for the removal of such rubbish and refuse\nin the event that Tenant does not wish to have same done by employees of Owner.\nUnder such circumstances, however, the removal of such refuse and rubbish by\nothers shall he subject to such rules and regulations as, in the judgment of\nOwner, are necessary for the proper operation of the building. Owner reserves\nthe right to stop service of the heating, elevator, plumbing and electric\nsystems, when necessary, by reason of accident, or emergency, or for repairs,\nalterations, replacements or improvements, in the judgment of Owner desirable or\nnecessary to be made, until said repairs, alterations, replacements or\nimprovements shall have been completed. If the building of which the demised\npremises are a part supplies manually operated elevator service, Owner may\nproceed diligently with alterations necessary to substitute automatic control\nelevator service without in any way affecting the obligations of Tenant\nhereunder.\n\nSecurity:\n\n32. Tenant has deposited with Owner the sum of $154,445.50 as security for the\nfaithful performance and observance by Tenant of the terms, provisions and\nconditions of this lease; it is agreed that in the event Tenant defaults in\nrespect of any of the terms, provisions and conditions of this lease, including,\nbut not limited to, the payment of rent and additional rent, Owner may use,\napply or retain the whole or any part of the security so deposited to the extent\nrequired for the payment of any rent and additional rent or any other sum as to\nwhich Tenant is in default or for any sum which Owner may expend or may be\nrequired to expend by reason of Tenant's default in respect of any of the terms,\ncovenants and conditions of this lease, including but not limited to, any\ndamages or deficiency in the reletting of the premises, whether such damages or\ndeficiency accrued before or after summary proceedings or other re-entry by\nOwner. In the event that Tenant shall fully and faithfully comply with all the\nterms, provisions, covenants and conditions of this lease, the security shall be\nreturned to Tenant after the date fixed as the end of the Lease and after\ndelivery of entire possession of the demised premises to Owner. In the event of\na sale of the land and building or leasing of the building, of which the demised\npremises form a part, Owner shall have the right to transfer the security to the\nvendee or lessee and Owner shall thereupon be released by Tenant from all\nliability for the return of such security; and Tenant agrees to look to the new\nOwner solely for the return of said security, and it is agreed that the\nprovisions hereof shall apply to every transfer or assignment made of the\nsecurity to a new Owner. Tenant further covenants that it will not assign or\nencumber or attempt to assign or encumber the monies deposited herein as\nsecurity and that neither Owner nor its successors or assigns shall be bound by\nany such assignment, encumbrance, attempted assignment or attempted encumbrance\n-- See Article 79\n\nCaptions:\n\n33. The Captions are inserted only as a matter of convenience and for reference\nand in no way define, limit or describe the scope of this lease nor the intent\nof any provision thereof.\n\nDefinitions:\n\n34. The term \"Owner\" as used in this lease means only the owner of the fee or of\nthe leasehold of the building, or the mortgagee in possession, for the time\nbeing of the land and building (or the owner of a lease of the building or of\nthe land and building) of which the demised premises form a part, so that in the\nevent of any sale or sales of said land and building or of said lease, or in the\nevent of a lease of said building, or of the land and building, the said Owner\nshall be and hereby is entirely freed and relieved of all covenants and\nobligations of Owner hereunder, and it shall be deemed and construed without\nfurther agreement between the parties or their successors in interest, or\nbetween the parties and the purchaser, at any such sale, or the said lessee of\nthe building, or of the land and building, that the purchaser or the lessee of\nthe building has assumed and agreed to carry out any and all covenants and\nobligations of Owner hereunder. The words \"re-enter\" and \"re-entry\" as used in\nthis lease are not restricted to their technical legal meaning. The term \"rent\"\nincludes the annual rental rate whether so expressed or expressed in monthly\ninstallments, and \"additional rent.\" \"Additional rent\" means all sums which\nshall be due to Owner from Tenant under this lease, in addition to the annual\nrental rate. The term \"business days\" as used in this lese, shall exclude\nSaturdays, Sundays and all days observed by the State or Federal Government as\nlegal holidays and those designated as holidays by the applicable building\nservice union employees service contract or by the applicable building service\nunion employees service contract or by the applicable Operating Engineers\ncontract with respect to HVAC service. Wherever it is expressly provided in this\nlease that consent shall not be unreasonably withheld, such consent shall not be\nunreasonably delayed.\n\nAdjacent Excavation-Shoring:\n\n35. If an excavation shall be made upon land adjacent to the demised premises,\nor shall be authorized to be made, Tenant shall afford to the person causing or\nauthorized to cause such excavation, license to enter upon the demised premises\nfor the purpose of doing such work as said person shall deem necessary to\npreserve the wall or the building of which demised premises form a part from\ninjury or damage and to support the same by proper foundations without any claim\nfor damages or indemnity against Owner, or diminution or abatement of rent.\n\nRules and Regulations:\n\n36. Tenant and Tenant's servants, employees, agents, visitors, and licensees\nshall observe faithfully, and comply strictly with, the Rules and Regulations\nannexed hereto and such other and further reasonable Rules and Regulations as\nOwner or Owner's agents may from time to time adopt. Notice of any additional\nrules or regulations shall be given in such manner as Owner may elect. In case\nTenant disputes the reasonableness of any additional Rule or Regulation\nhereafter made or adopted by Owner or Owner's agents, the parties hereto agree\nto submit the question of the reasonableness of such Rule or Regulation for\ndecision to the New York office of the American Arbitration Association, whose\ndetermination shall be final and conclusive upon the parties hereto. The right\nto dispute the reasonableness of any additional Rule or Regulation upon Tenant's\npart shall be deemed waived unless the same shall be asserted by service of a\nnotice, in writing upon Owner within fifteen (15) days after the giving of\nnotice thereof. Nothing in this lease contained shall be construed to impose\nupon Owner any duty or obligation to enforce the Rules and Regulations or terms,\ncovenants or conditions in any other lease, as against any other tenant and\nOwner shall not be liable to Tenant for violation of the same by any other\ntenant, its servants, employees, agents, visitors or licensees.\n\nGlass:\n\n37: Owner shall replace, at the expense of the Tenant (unless caused by the\nnegligence or willful acts of Landlord, its agents, employees or contractors, in\nwhich event same shall be performed at Landlord's sole cost and expense) any and\nall plate and other glass damaged or broken from any cause whatsoever in and\nabout the demised premises. Owner may insure, and keep insured, at Tenant's\nexpense, all plate and other glass in the demised premises for and in the name\nof Owner. Bills for the premiums therefor shall be rendered by Owner to Tenant\nat such times as Owner may elect, and shall be due from, and payable by, Tenant\nwhen rendered, and the amount thereof shall be deemed to be, and be paid, as\nadditional rent.\n\nEstoppel Certificate:\n\n38. Tenant, at arty time, and from time to time, upon at least 10 days' prior\nnotice by Owner, shall execute, acknowledge and deliver to Owner, and\/or to any\nother person, firm or corporation specified by Owner, a statement certifying\nthat this Lease is unmodified in full force and effect (or, if there have been\nmodifications, that the same is in full force and effect as modified and stating\nthe modifications), stating the dates to which the rent and additional rent have\nbeen paid, and stating whether or not there exists any default by Owner under\nthis Lease, and, if so, specifying each such default.\n\nDirectory Board Listing:\n\n39. If, at the request of and as accommodation to Tenant, Owner shall place upon\nthe directory board in the lobby of the building, one or more names of persons\nother than Tenant, such directory board listing shall not be construed as the\nconsent by Owner to an assignment or subletting by Tenant to such person or\npersons.\n\nSuccessors and Assigns:\n\n40. The covenants, conditions and agreements contained in this lease shall bind\nand inure to the benefit of Owner and Tenant and their respective heirs,\ndistributees, executors, administrators, successors, and except as heirs,\ndistributees, executors, administrators, successors, and except as otherwise\nprovided in this lease, their assigns. Tenant shall look only to Owner's estate\nand interest in the land and building for the satisfaction of Tenant's remedies\nfor the collection of a judgement (or other judicial process) against Owner in\nthe event of any default by Owner hereunder, and no other property or assets of\nsuch Owner (or any partner, member, officer or director thereof, disclosed or\nundisclosed), shall be subject to levy, execution or other enforcement procedure\nfor the satisfaction of Tenant's remedies under or with respect to this lease,\nthe relationship of Owner and Tenant hereunder, or Tenant's use and occupancy\nof the demised premises.\n\n                SEE RIDER ATTACHED HERETO AND MADE A PART HEREOF\n\nIn Witness Whereof, Owner and Tenant have respectively signed and sealed this\nlease as of the day and year first above written.\n\n\n                            180 VARICK STREET CORPORATION     [CORP. SEAL]\nWitness for Owner:          -------------------------------\n\n                            By:                               [L.S]\n------------------------    -------------------------------\n                                 Vice President\n\nWitness for Tenant          IMCLONE SYSTEMS, INCORPORATED     [CORP. SEAL]\n\n                            By:                               [L.S]\n------------------------    -------------------------------\n\n                                                                  Please Initial\n\n                                                         Tenant_________________\n\n                                                         Landlord_______________\n\n\n\n                                ACKNOWLEDGEMENTS\n\nCORPORATE TENANT\nSTATE OF NEW YORK,       ss.:\nCounty of\n\n\n      On this          day of          , 19    , before me personally came\nto me known, who being by me duly sworn, did depose and say that he resides in\n                                                                    that he is \nthe                                           of                           the \ncorporation described in and which executed the foregoing instrument, as TENANT;\nthat he knows the seal of said corporation; that the seal affixed to said\ninstrument is such corporate seal; that it was so affixed by order of the Board\nof Directors of said corporation, and that he signed his name thereto by like\norder.\n\n                                ------------------------------------------------\n\nINDIVIDUAL TENANT\nSTATE OF NEW YORK,       ss.:\nCounty of\n\n      On this          day of          , 19    , before me personally came\nto be known and known to me to be the individual described in and who, as\nTENANT, executed the foregoing instrument and acknowledged to me that \n              he executed the same.\n\n                                ------------------------------------------------\n\n           [CLIPART OMITTED] IMPORTANT - PLEASE READ [CLIPART OMITTED]\n\n                      RULES AND REGULATIONS ATTACHED TO AND\n                               MADE A PART OF THIS\n                      LEASE IN ACCORDANCE WITH ARTICLE 36.\n\n      1. The sidewalks, entrances, driveways, passages, courts, elevators,\nvestibules, stairways, corridors or halls shall not be obstructed or encumbered\nby any Tenant or used for any purpose other than for ingress or egress from the\ndemised premises and for delivery of merchandise and equipment in a prompt and\nefficient manner using elevators and passageways designated for such delivery by\nOwner. There shall not be used in any space, or in the public hall of the\nbuilding, either by any Tenant or by jobbers or others in the delivery or\nreceipt of merchandise, any hand trucks, except those equipped with rubber tires\nand sideguards. If said premises are situated on the ground floor of the\nbuilding, Tenant thereof shall further, at Tenant's expense, keep the sidewalk\nand curb in front of said premises clean and free from ice, snow, dirt and\nrubbish.\n\n      2. The water and wash closets and plumbing fixtures shall not be used for\nany purposes other than those for which they were designed or constructed and no\nsweepings, rubbish, rags, acids or other substances shall be deposited therein,\nand the expense of any breakage, stoppage, or damage resulting from the\nviolation of this rule shall be borne by the Tenant who, or whose clerks,\nagents, employees or visitors, shall have caused it.\n\n      3. No carpet, rug or other article shall be hung or shaken out of any\nwindow of the building; and no Tenant shall sweep or throw or permit to be swept\nor thrown from the demised premises any dirt or other substances into any of the\ncorridors of halls, elevators, or out of the doors or windows or stairways of\nthe building and Tenant shall not use, keep or permit to be used or kept any\nfoul or noxious gas or substance in the demised premises, or permit or suffer\nthe demised premises to be occupied or used in a manner offensive or\nobjectionable to Owner or other occupants of the buildings by reason of noise,\nodors, and or vibrations, or interfere in any way, with other Tenants or those\nhaving business therein, nor shall any bicycles, vehicles, animals, fish, or\nbirds be kept in or about the building. Smoking or carrying lighted cigars or\ncigarettes in the elevators of the building is prohibited.\n\n      4. No awnings or other projections shall be attached to the outside walls\nof the building without the prior written consent of Owner.\n\n      5. No sign, advertisement, notice or other lettering shall be exhibited,\ninscribed, painted or affixed by any Tenant on any part of the outside of the\ndemised premises or the building or on the inside of the demised premises if the\nsame as visible from the outside of the premises without the prior written\nconsent of Owner, except that the name of Tenant may appear on the entrance door\nof the premises. In the event of the violation of the foregoing by any Tenant,\nOwner may remove same without any liability and may charge the expense incurred\nby such removal to Tenant or Tenants violating this rule. Interior signs on\ndoors and directory tablet shall the inscribed, painted or affixed for each\nTenant by Owner at the expense of such Tenant, and shall be of a size, color and\nstyle acceptable to Owner.\n\n      6. No Tenant shall mark, paint, drill into, or in any way deface any part\nof the demised premises or the building of which they form a part. No boring,\ncutting or stringing of wires shall be permitted, except with the prior written\nconsent of Owner, and as Owner may direct. No Tenant shall lay linoleum, or\nother similar floor covering, so that the same shall come in direct contact with\nthe floor of the demised premises, and, if linoleum or other similar floor\ncovering is desired to be used an interlining of builder's deadening felt shall\nbe first affixed to the floor, by a paste or other material, soluble in water,\nthe use of cement or other similar adhesive material being expressly prohibited.\n\n      7. No additional locks or bolts of any kind shall be placed upon any of\nthe doors or windows by any Tenant, nor shall any changes be made in existing\nlocks or mechanism thereof. Each Tenant must, upon the termination of his\nTenancy, restore to Owner all keys of stores, offices and toilet rooms, either\nfurnished to, or otherwise procured by, such Tenant, and in the event of the\nloss of any keys, so furnished, such Tenant shall pay to Owner the cost thereof.\n\n      8. Freight, furniture, business equipment. merchandise and bulky matter of\nany description shall be delivered to and removed from the premises only on the\nfreight elevators and through the service entrances and corridors, and only\nduring hours and in a manner approved by Owner. Owner reserves the right to\ninspect all freight to be brought into the building and to exclude from the\nbuilding all freight which violates any of these Rules and Regulations of the\nlease of which these Rules and Regulations are a part.\n\n      9. No Tenant shall obtain for use upon the demised premises ice, drinking\nwater, towel and other similar services, or accept barbering or bootblacking\nservices in the demised premises, except from persons authorized by Owner, and\nat hours and under regulations fixed by Owner. Canvassing, soliciting and\npeddling in the building is prohibited and each Tenant shall cooperate to\nprevent the same.\n\n      10. Owner reserves the right to exclude from the building all persons who\ndo not present a pass to the building signed by Owner. Owner will furnish passes\nto persons for whom any Tenant requests same in writing. Each Tenant shall be\nresponsible for all persons for whom he requests such pass and shall be liable\nto Owner for all acts of such persons. Notwithstanding the foregoing, Owner\nshall not be required to allow Tenant or any person to enter or remain in the\nbuilding, except on business days from 8:00 a.m. to 6:00 p.m. and on Saturdays\nfrom 8:00 a.m. to 1:00 p.m. Tenant shall not have a claim against Owner by\nreason of Owner excluding from the building any person who does not present such\npass.\n\n      11. Owner shall have the right to prohibit any advertising by any Tenant\nwhich in Owner's opinion, tends to impair the reputation of the building or its\ndesirability as a loft building, and upon written notice from Owner, Tenant\nshall refrain from or discontinue such advertising.\n\n      12. Tenant shall not bring or permit to be brought or kept in or on the\ndemised premises, any inflammable, combustible, or explosive, or hazardous\nfluid, material, chemical or substance, or cause or permit any odors or cooking\nor other processes, or any unusual or other objectionable odors to permeate in\nor emanate from the demised premises.\n\n      13. Tenant shall not use the demised premises in a manner which disturbs\nor interferes with other Tenants in the beneficial use of their premises.\n\nAddress        180 Varick Street\nPremises       Entire 6th and 7th floors\n================================================================================\n\n                         180 VARICK STREET CORPORATION\n\n                                       TO\n\n                          IMCLONE SYSTEMS INCORPORATED\n\n================================================================================\n\n                                STANDARD FORM OF\n\n                               [SEAL] LOFT [SEAL]\n                                      LEASE\n\n                    The Real Estate Board of New York, Inc.\n\n                    (c) Copyright 1994. All rights Reserved.\n                  Reproduction in whole or in part prohibited.\n\n================================================================================\n\nDated                        December 10, 1998\n\nRent Per Year\n                             See Article 41 (a)(i)\n\nRent Per Month\n                             See Article 41 (a) (i)\n\nTerm      six (6) years\nFrom      January 1, 1999\nTo        December 31, 2004\n\nDrawn by\n        ------------------------------------------------------------------------\nChecked by\n          ----------------------------------------------------------------------\nEntered by\n          ----------------------------------------------------------------------\nApproved by\n           ---------------------------------------------------------------------\n\n================================================================================\n\n\n\n                                                                      LS-131\/177\n\nRIDER AGREEMENT:\n\nTo be attached to and form a part of:\n\nLease dated December 15, 1998 Premises Entire 6th and 7th floors between 180\nVarick Street Corporation c\/o Olmstead Properties, Inc. 575 Eighth Avenue, NY,\nNY 10018 as Landlord and Imclone Systems Incorporated, 180 Varick Street, New\nYork, New York 10014 as Tenant\n\nAt the commencement of the term hereof electric current shall be supplied to\nTenant at the demised premises in accordance with the provisions of clause A or\nB or F of this Article, subject to the other terms and conditions of this\nArticle and lease. A. Submetering If electric current be supplied by Landlord,\nat Landlord's option, pursuant to this clause , Tenant covenants and agrees to\npurchase the same from Landlord or Landlord's designated agent, at charges,\ntaxes, terms and rates set by Landlord from time to time but, except as\nhereinafter set forth, not more than those specified in Service Classification\nNo. 4 on September 7, 1970, that being the date immediately prior to which the\nrates of Consolidated Edison Company of New York, Inc. were adjusted and\nconsolidated with respect to redistribution of electric current to commercial\nbuildings. Such charges, taxes, terms and rates may be revised by Landlord, at\nit option, from time to time, in the same proportion as any increases after the\naforesaid date in the charges, taxes, terms or rates to Landlord in connection\nwith the supply of electric current to the building of which the demised\npremises are a part (hereinafter referred to as the \"building\"). When more than\none meter measures the electric service to the demised premises, the services\nrendered through each meter shall be separately computed and billed in\naccordance with the charges, taxes, terms and rates stated herein. Bills shall\nbe rendered at such times as Landlord may elect and, commencing on the earlier\nof (i) Tenant's occupancy of all or any portions of the demised premises, or\n(ii) the commencement date of the term of this lease, the amounts as computed\nfrom meter readings shall be deemed to be, and be paid as, additional rent\nwithout set-off or deduction. B. Rent Inclusion - If electric current be\nsupplied by Landlord, at Landlord's option, pursuant to this clause, Tenant\ncovenants and agrees to have it supplied to Tenant at the demised premises based\non the method of including the use thereof within the annual rent and the annual\nrent reserved herein shall be increased as hereinafter set forth, in\nconsideration of Landlord supplying electric current as an additional service as\nhereinafter provided. At any time after Tenant is in possession of the demised\npremises, a reputable electrical consultant selected by Landlord shall (but, if\nthis lease be a renewal or shall subsequently be extended, or if an electric\nrent inclusion modification agreement is being executed in connection with this\nlease, Landlord shall have the option, but not the obligation to) make a survey\nof the electrical equipment, usage and powerload to ascertain the electric\ncurrent consumption and demand in the demised premises on an annual basis, and\ncalculate the annual rent increase resulting therefrom utilizing charges, taxes,\nterms and rates as set by Landlord from time to time, but, except as hereinafter\nset forth not more than those specified in Service Classification No. 2 on\nSeptember 7, 1970, that being the date immediately prior to which the rates of\nConsolidated Edison Company of New York, Inc. were adjusted and consolidated\nwith respect to redistribution of electric current to commercial buildings. Such\ncharges, taxes, terms and rates may be revised by Landlord, at its option, from\ntime to time, in the same proportion as any increases after the aforesaid date\nin the charges, taxes, terms or rates to Landlord in connection with the supply\nof electric current to building. Following the making any such survey, the\nparties shall execute an agreement prepared by Landlord amending this lease and\nsetting forth the increase in annual rent calculated as aforesaid, as of the\ndate of the commencement the furnishing of electric current to the demised\npremises pursuant to this clause B, but such increase shall be effective from\nthat date even if such agreement is not executed. Landlord, its agent or\nconsultant, is given the right make surveys, from time to time, in the demised\npremises covering the electric equipment and use of electric current. If, after\nthe date of such initial survey (or if subdivision \"(i)\" or \"(ii)\" above is\napplicable, after the date on which the annual rent payable by Tenant was last\nincreased in consideration of Landlord supplying electric current to the demised\npremises) there are any additions to or increases in (i) the equipment or usage\nin the demised premises, or (ii) in the charges, terms and\/or rates to Landlord\nby the public utility corporation supplying electric current to the building, or\n(iii) in any taxes thereon which Landlord is obligated to pay, or (iv) if Tenant\nshall regularly remain open for business other than during those hours\nincorporated in any prior electric survey, then, and in any such instance or\ninstances, the annual rent served herein shall be further increased in\naccordance with the provisions of this Article to reflect such additions,\nincreases or additional use as of the effective date thereof. If Landlord and\nTenant cannot agree on the amount of any such increase, as hereinbefore\ndescribed, the same shall be determined by a reputable electric consultant\nselected by the Landlord and paid equally by both parties. The parties shall\nthen execute an agreement prepared by Landlord amending this lease and setting\nforth the new annual rent resulting from such increase and confirming the\neffective date thereof, but such increase shall be effective from such date even\nif such agreement is not executed. C. Landlord shall not in any way be liable or\nresponsible to Tenant for any loss or damage or expense which Tenant may sustain\nor incur if either the quantity or character of electric service is changed or\nis no longer available or suitable for Tenant's requirements. Tenant's use of\nelectric current in the demised premises shall not at any time exceed the\ncapacity of any of the electrical conductors and facilities in or otherwise\nserving the demised premises. In order to insure that such capacity is not\nexceeded and to avert any possible adverse effect upon the building's electric\nservice, Tenant shall not, without Landlord's prior written consent in each\ninstance, connect any fixtures, appliances of equipment (other than a reasonable\nnumber of table or floor [ILLEGIBLE], typewriters and similar small office\nmachines using comparable electric current) to the building's electric\ndistribution system [ILLEGIBLE]make any alteration or addition to the electric\nsystem of the demised premises. Should Landlord grant such consent, all\nadditional [ILLEGIBLE]or other equipment required therefor shall be provided by\nLandlord, and all costs and expenses in connection therewith, including, without\nlimitation, those for filing and supervision, shall be paid by Tenant upon\nLandlord's demand, as additional rent, without setoff or deduction. As a\ncondition to granting such consent, Landlord may require Tenant to agree to an\nincrease in the annual rent by any amount which will reflect the value to Tenant\nof the additional service to be furnished by Landlord, to wit: the potential\nadditional electric current to be made available to Tenant based upon the\nestimated initial total capacity of such additional [ILLEGIBLE] or other\nequipment. If Landlord and Tenant cannot agree on the amount of such annual rent\nincrease, the same shall be determined by a reputable electrical consultant, to\nbe selected by Landlord and paid equally by both parties. The parties shall then\nexecute an agreement prepared by Landlord amending this lease and setting forth\nthe new annual rent resulting from such increase and confirming the effective\ndate thereof, but such increase shall be effective from such date even if such\nagreement is not executed. E. Landlord reserves the right to discontinue\nfurnishing electric current to Tenant in the demised premises at any time upon\nnot less than thirty (30) days' notice to Tenant. F. If Landlord, at Landlord's\noption, (i) exercises such right of discontinuance as provided in clause E, or\n(ii) requires Tenant to initially obtain its electric current directly from the\npublic utility corporation supplying electric current to the building, this\nlease shall continue in full force and effect and shall be unaffected thereby,\nexcept only that, from and after the effective date of such discontinuance, or\nthe commencement of direct usage, as the case may be, Landlord shall not be\nobligated to furnish electric current to Tenant and except that, if Landlord\nshall have been furnishing electric current on a rent inclusion basis, from and\nafter the effective date of such discontinuance, the annual rent payable under\nthis lease shall be reduced by an amount equal to the aggregate amount of all\nincreases to the annual rent reserved herein pursuant to clause B of this\nArticle. In either aforesaid event, if Landlord is not to furnish electric\ncurrent to Tenant, Tenant shall arrange to obtain electric current directly from\nthe public utility corporation supplying electric current to the building; and\nin any event, all risers, equipment and other facilities which may be required\nfor Tenant to obtain electric current directly form such public utility\ncorporation shall, at Tenant's expense, payable to Landlord upon demand, as\nadditional rent, without [ILLEGIBLE] or deduction, be installed by Landlord, if\nin Landlord's judgment the same are necessary and will not cause damage or\ninjury to the building or any part thereof or create a hazardous condition or\nentail excessive alterations, repairs or expense or [ILLEGIBLE] with or\n\n\n\n\n      (CONTINUED)\n\ndisturb any other building tenants or occupants; and in nay event, any such\ninstallation shall be maintained by Tenant, at its expense, and shall be subject\nto such conditions as Landlord and\/or the public utility corporation may\nrequire. If Landlord shall not furnish electric current to Tenant, it shall not\nbe liable to Tenant therefor and the same shall not be deemed to be a lessening\nor diminution of services within the meaning of any law, rule or regulation now\nor hereafter enacted, promulgated or issued. G. If any taxes or charges are or\nshall be imposed upon Landlord or its agent in connection with the sale or\nresale of electrical energy to Tenant, Tenant covenants and agrees that, where\npermitted by law, Tenant's pro-rata share of such taxes or charges shall be\npassed on to Tenant and paid by Tenant to Landlord or its agents upon demand, as\nadditional rent, without set-off or deduction. At all times during the term of\nthis lease Tenant will comply with all present and future General Rules,\nRegulations, Terms and Conditions applicable to service equipment, wiring and\nRequirements in accordance with the regulations of the public utility\ncorporation supplying electric current to the building. H. In the event that any\nincreased or additional rent under this article is not paid within 30 days after\na bill is rendered, Landlord may, upon at least ten (10) days' prior written\nnotice to Tenant without further notice and without waiving its rights to any\nother remedy or remedies it may have, discontinue the service of electric\ncurrent to the demised premises without releasing Tenant by such discontinuance\nof service. I. Tenant covenants and agrees that at no time will the connected\nelectrical load for any one full or partial floor of the demises premises exceed\n6 watts per square foot of usable area unless the rent has been increased\npursuant to this Article to reflect the additional load. J. It is agreed that\nLandlord, from time to time may change the method of supplying electric current\nto Tenant at the demised premises in any manner referred to in this lease or\notherwise, provided that in so doing Landlord shall comply with all applicable\nlaws.\n\nNotwithstanding anything to the contrary contained herein, Tenant shall be\ncharged for the electricity consumed by it for the Demised Premises based upon\nthe then current Service Classification, billed by the Utility Company servicing\nthe property, which is commensurate with Tenant's level of usage (including all\ntaxes, charges, terms, rates and other fees associated with Landlord providing\nelectrical service), plus fifteen percent (15%). Such taxes, charges, terms and\nrates to Landlord in connection with the supply of electric current to the\nBuilding of which the Demised Premises are a part, will be used in the\ncalculation of the Tenant billing.\n\nAnything contained in subparagraph C hereof to the contrary notwithstanding,\nTenant, within twenty (20) days after receipt of the determination of Landlord's\nelectric consultant, may contest, at Tenant's sole cost and expense, the results\nthereof by retaining a reputable electrical engineer or consultant to make a\nsurvey of the electrical equipment, usage and powerload to ascertain the\nelectric current consumption and demand in the Demised Premises on an annual\nbasis, and to calculate the annual rent increase resulting therefrom as\nhereinabove provided. Tenant shall furnish Landlord with a copy of the report\nand calculation of the survey conducted by tenant's electrical engineer or\nconsultant, by certified or registered mail, return receipt requested, within\nten (10) days of Tenant's receipt thereof. In the event of a discrepancy between\nLandlord's and Tenant's determination of the increase in annual rent resulting\nfrom Tenant's electric equipment, usage and powerload, the Landlord and Tenant\nshall cause their respective electrical engineers or consultants to confer and\nresolve the discrepancy within thirty (30) days after Landlord's receipt of\nTenant's report. If the respective electrical engineers and consultants shall be\nunable to reach agreement within sixty (60) days of Landlord's receipt of\nTenant's report, the two engineers or consultants shall designate a third\nengineer or consultant to make the determination in accordance with the\nprovisions of this electric rider, and the determination of said third engineer\nor consultant shall be binding and conclusive on the parties hereto. If the\nparties' respective engineers or consultants shall be unable to agree upon the\ndesignation of a third engineer or consultant by the eightieth day after\nLandlord's receipt of Tenant's report, either party hereto may request the\nAmerican Arbitration Association to designate such third engineer or consultant,\nwhose determination shall be binding and conclusive upon the parties hereto. The\ncosts and expenses of any such third engineer or consultant shall be paid by the\nparty whose determination of the increase to annual rent due to Tenant's\nelectric equipment, usage and powerload was at the greatest variance from the\ndetermination of the third engineer or consultant. Pending the resolution of any\ncontest pursuant to the terms hereof, Tenant shall pay the increase in the\nannual rent as provided pursuant to the determination of Landlord's engineer or\nconsultant, and upon the resolution of any such contest, the increase to annual\nrent shall be adjusted accordingly, with arrears paid to Landlord, or a refund\nor credit allowed to Tenant, as the case may be, within thirty (30) days of the\ndate of the determination of the third engineer or consultant.\n\n\n\n\nADDITIONAL  CLAUSES attached to and forming a part of lease dated as of December\n15,  1998,  between  180  VARICK  STREET  CORPORATION,  Landlord,  c\/o  OLMSTEAD\nPROPERTIES,  INC., Suite 2400, 575 Eighth Avenue, New York, NY 10018 and IMCLONE\nSYSTEMS, INCORPORATED, Tenant.\n\n41. BASIC PROVISIONS AND  DEFINITIONS:  This Article is an integral part of this\nLease and all of the  terms  hereof  are  incorporated  into  this  Lease in all\nrespects.  the  following  terms,  whenever  used in this Lease,  shall have the\nmeanings set forth in this  Article,  and only such  meanings  unless  expressly\ncontradicted, limited or expanded elsewhere in this Lease.\n\n      (a)  RENTAL:  The  payment  reserved  under this Lease for the term hereof\nshall be and consist of the aggregate of:\n\n      (i) Minimum Rent,  which shall be $720,000.00  per annum  ($60,000.00  per\nmonth) from January 1, 1999 to and including December 31, 1999;  $741,600.00 per\nannum ($61,800.00 per month) from January 1, 2000 to and including  December 31,\n2000;  $763,848.00 per annum  ($63,654.00 per month) from January 1, 2001 to and\nincluding  December 31, 2001;  $786,763.44 per annum ($65,563.62 per month) from\nJanuary  1, 2002 to and  including  December  31,  2002;  $810,366.34  per annum\n($67,530.53 per month) from January 1, 2003 to and including  December 31, 2003;\nand  $834,677.33  per annum  ($69,556.44  per month) from January 1, 2004 to and\nincluding December 31, 2004.\n\n      (ii)  Additional  Rent  consisting  of all such other sums of money  shall\nbecome due from and  payable by Tenant to  Landlord  hereunder  (for  default in\npayment of which  Landlord  shall have the same remedies as a default in payment\nof Minimum Rent).\n\n      (b) BASE TAX shall mean Taxes,  as finally  determined,  for the  calendar\nyear commencing January 1, 1999 through December 31, 1999.\n\n      (c) TENANT'S SHARE shall be 13.33%.\n\n      (d) INTENTIONALLY DELETED.\n\n      (e) INTENTIIONALLY DELETED.\n\n      (f) INTENTIONALLY DELETED.\n\n      (g) BROKER shall mean OLMSTEAD PROPERTIES, INC.\n\n      (h) USE shall mean marketing; biotechnology,  molecular modeling, computer\ngraphics  and  high-technology   research  facilities;   computer   programming;\nmanufacturing of diagnostic kits, vaccine,  therapeutics and materials therefor;\nconferences and general and executive offices.\n\n42. AS-IS POSSESSION:  Tenant acknowledges that neither Landlord,  nor any agent\nof Landlord, has made any representations or promises with regard to the Demised\nPremises for the term herein  demised.  The taking of  possession of the Demised\nPremises by Tenant for the term herein  demised shall be conclusive  evidence as\nagainst  Tenant  that  Tenant  accepts  the same  \"as-is\"  and that the  Demised\nPremises were in good and satisfactory condition at the time such possession was\ntaken.  Landlord  shall  not be  obligated  to make  any  repairs,  alterations,\nimprovements or additions to the Demised Premises for Tenant's occupancy.\n\n43. USE: (A) Subject to and in  accordance  with the rules,  regulations,  laws,\nordinances,   statutory   limitations  and   requirements  of  all  governmental\nauthorities  and the  fire  insurance  rating  organization  and  board  of fire\nunderwriters  and  any  similar  bodies  having  jurisdiction  thereof,   Tenant\ncovenants and agrees that it shall use the Demised  Premises  solely for the use\nas provided in Article 41(h), but for no other purpose.\n\n      (B) Tenant agrees that  Landlord  shall have the right to prohibit the use\nof the Demised  Premises by Tenant for any method of operation,  advertising  or\ninterior display which\n\n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       1\n\n\nLandlord  deems  detrimental  to the operation or reputation of the Building and\nupon notice from Landlord,  Tenant shall  forthwith  refrain from or discontinue\nsuch activities. Landlord acknowledges that Tenant's use of the Demised Premises\nfor  biotechnology  purposes  shall  not,  in  and of  itself  be  deemed  to be\ndetrimental to the operation or reputation of the Building.\n\n44. TENANT'S INSTALLATIONS:  All work necessary or desirable to make the Demised\nPremises  suitable for Tenant's use and occupancy  (other than Landlord's  Work)\nshall be  performed  by Tenant at  Tenant's  own cost and  expense  (hereinafter\ncalled \"Tenant's Work\").  Tenant's Work to be performed by Tenant in the Demised\nPremises shall be subject to the following conditions:\n\n      (A)  Tenant  shall  comply  with  all  of  the  laws,  orders,  rules  and\nregulations of all  governmental  authorities,  and of the fire insurance rating\norganization  having  jurisdiction   thereof,   and  the  local  board  of  fire\nunderwriters,  or any similar body, and Tenant shall have procured and paid for,\nso far as the same may be required, all governmental permits and authorizations;\n\n      (B) Prior to  commencing  Tenant's  Work,  all  plans  and  specifications\ntherefor shall be submitted to Landlord for Landlord's  prior written  approval.\nIf, in connection with determining  whether or not to approve Tenant's plans and\nspecifications Landlord incurs architectural,  engineering or other professional\nfees,  Tenant  shall pay such  reasonable  fees as  additional  rent  within ten\nbusiness days of submission of such bills to Tenant;\n\n      (C) Prior to commencing  Tenant's  Work,  Tenant shall at its own cost and\nexpense deliver to Landlord an endorsement of Tenant's and Tenant's contractor's\npolicy of comprehensive general liability insurance referred to in Article 52 of\nthis lease, covering the risk during the course of performance of Tenant's Work,\ntogether  with proof of payment of such  endorsement,  which  policy as endorsed\nshall protect  Landlord and its managing  agent in the same amounts  against any\nclaims or  liability  arising  out of  Tenant's  Work,  and  Tenant or  Tenant's\ncontractors  shall obtain workers'  compensation  insurance to cover all persons\nengaged in Tenant's Work and liability  insurance  covering Tenant's Work in the\nDemised  Premises in the amounts of $1,000,000 in respect of property damage and\n$1,000,000 in respect of any one person,  not less than $3,000,000 in respect of\nany one occurrence, and a certificate thereof shall be furnished to the Landlord\nbefore commencement of any work by any contractor,  subcontractor, their agents,\nservants or employees.  Tenant's  contractor  shall name Landlord,  its managing\nagent and any other party as Landlord may request as additional  insureds  under\nsaid insurance policies;\n\n      (D) Prior to  commencing  Tenant's  Work  which in  Landlord's  reasonable\njudgment  will cost more than  $5,000.00,  Tenant,  at its own cost and expense,\nshall  deliver to  Landlord a surety  company  performance  bond and a labor and\nmaterial and payment bond, issued by a surety company acceptable to Landlord, or\nother  security  satisfactory  to  Landlord,  in an  amount  at  least  equal to\nLandlord's estimated cost of Tenant's Work, guaranteeing the performance thereof\nand payment  therefor  within a  reasonable  time,  free and clear of all liens,\nencumbrances,  chattel  mortgages,  conditional bills of sale and other charges,\nand in accordance with the plans and specifications  approved by Landlord.  Upon\ncompletion  of all  Tenant's  Work,  the  performance  bond shall be returned to\nTenant,  provided,  however,  that all of the terms,  covenants,  conditions and\nprovisions of this Article have been complied with,  and further,  Tenant is not\nin default of any of the terms,  covenants,  conditions  or  provisions  of this\nlease;\n\n      (E) All of  Tenant's  Work  shall  be done in such a  manner  so as not to\nmaterially interfere with, delay, or impose any additional expense upon Landlord\nin the  maintenance  of the Building.  In no event shall Landlord be required to\nconsent to any  Tenant's  Work  which  would  physically  affect any part of the\nBuilding  outside of the Demised Premises or would, in Landlord's sole judgment,\naffect the proper functioning of any of the mechanical,  electrical, sanitary or\nother systems of the Building;\n\n      (F)  Notwithstanding  anything  herein  contained to the contrary,  Tenant\nshall make all repairs to the Demised  Premises  necessitated  by Tenant's  Work\npermitted hereunder, and shall keep and maintain in good order and condition all\nof the  installations  in  connection  with  Tenant's  Work,  and shall make all\nnecessary replacements thereto.\n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       2\n\n\n      (G) Prior to commencing  Tenant's  Work,  Tenant shall deliver to Landlord\nthe names and addresses of Tenant's general contractor, subcontractors, material\nsupplier and laborers, and the breakdown of the aggregate total cost of Tenant's\nWork. Tenant, at its sole cost and expense, shall procure written waivers of the\nright to file mechanic's liens executed by contractors, subcontractors, material\nsuppliers and laborers  simultaneously  with payment for the labor  performed or\nmaterials  furnished has been made to each contractor,  subcontractor,  material\nsupplier or laborer. Tenant shall also procure written releases of lien executed\nby contractors,  subcontractors,  material suppliers and laborers simultaneously\nupon  payment in full for the labor  performed  or  materials  furnished by such\ncontractor,  subcontractor, material supplier or laborer. Any failure or refusal\non the part of  Tenant to comply  with the  foregoing  shall be deemed a default\nunder this lease.\n\n45. ELECTRICITY:  Electricity shall be supplied to Tenant in accordance with the\nprovisions of paragraph A of Rider A annexed hereto.\n\n46. TAX ESCALATION: (A) As used in this lease:\n\n      (i) \"Taxes\" shall mean the real estate taxes and  assessments  and special\nassessments  imposed upon the Building  and\/or the land on which the Building is\nsituated by any governmental  bodies or authorities (the \"Land\"). If at any time\nduring  the  term of this  lease  the  methods  of  taxation  prevailing  at the\ncommencement  of the term  hereof  shall be altered so that in lieu of, or as an\naddition  to or as a  substitute  for  the  whole  or any  part  of  the  taxes,\nassessments,  levies,  impositions or charges now levied, assessed or imposed on\nreal estate and the improvements  thereof,  there shall be levied,  assessed and\nimposed  (a) a  tax,  assessment,  levy  or  otherwise  on  the  rents  received\ntherefrom,  or (b) a  license  fee  measured  by the rent  payable  by Tenant to\nLandlord, or (c) any other such additional or substitute tax, assessment,  levy,\nimposition or charge, then all such taxes, assessments,  levies,  impositions or\ncharges or the part  thereof so measured or based shall be deemed to be included\nwithin the term \"Taxes\" for the purpose hereof.\n\n      (ii) \"Tax Year\" shall mean the fiscal year commencing on July 1 and ending\non June 30 (or such other period as hereafter may be duly adopted by the City of\nNew York as its fiscal year for real estate tax purposes).\n\n      (B) (i) If the  Taxes  for any Tax Year  shall be more  than the Base Tax,\nTenant  shall  pay as  Additional  Rent for such  Tax  Year an  amount  equal to\nTenant's  Share of the  amount by which the Taxes for such Tax Year are  greater\nthan the Base Tax (the amount payable by Tenant is  hereinafter  called the \"Tax\nPayment\").  The Tax Payment shall be prorated, if necessary,  to correspond with\nthat  portion of a Tax Year  occurring  within the term of this  lease.  The Tax\nPayment  shall be payable by Tenant  within ten (10) business days after receipt\nof a demand  from  Landlord  therefor.  In  addition  to and  supplementing  the\nforegoing, Landlord may estimate the amount of the Tax Payment which will be due\nfrom Tenant to Landlord and notify Tenant of the amount so estimated. Thereupon,\nTenant  shall  pay the  amount  so  estimated  to  Landlord,  in  equal  monthly\ninstallments,  in advance,  on the first day of each  calendar  month during the\napplicable  Tax Year.  Within  sixty  (60) days  after the end of each Tax Year,\nLandlord  shall  deliver  a copy to  Tenant  of all tax bills for such Tax Year,\ntogether  with a statement  showing the amount of Tenant's Tax  Payment.  If the\namount of such monthly  payments  paid by Tenant  exceeds the actual amount due,\nthe overpayment shall be credited on Tenant's next succeeding payment or, during\nthe last year of the term,  Landlord  will refund  such excess to Tenant  within\nthirty  (30) days  following  the  expiration  of the term,  if Tenant is not in\ndefault  hereunder.  If the amount of such monthly payments paid by Tenant shall\nbe less than the actual  amount  due,  then  Tenant  shall pay to  Landlord  the\ndifference  between the amount  paid by Tenant and the actual  amount due within\nten (10) days after demand from Landlord.\n\n      (ii) In the event the Base Tax is  reduced  as a result of an  appropriate\nproceeding,  Landlord  shall have the right to adjust the amount of Tax  Payment\ndue from Tenant for any Tax Year in which  Tenant is or was  obligated  to pay a\nTax Payment hereunder, and Tenant agrees to pay the amount of said adjustment on\nthe  next  rental  installment  day  immediately  following  receipt  of a  rent\nstatement from Landlord setting forth the amount of said adjustment.\n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       3\n\n\n      (C) Only  Landlord  shall be eligible to institute  tax reduction or other\nproceedings  to reduce  the  assessed  valuation  of the Land and the  Building.\nShould  Landlord be successful in any such  reduction  proceedings  and obtain a\nrebate for periods during which Tenant has paid its share of increases, Landlord\nshall after deducting its expenses,  including attorneys' fees and disbursements\nin connection therewith, return Tenant's Share of such rebate to Tenant.\n\n      (D) With respect to any period at the expiration of the term of this lease\nwhich shall constitute a partial Tax Year,  Landlord's statement shall apportion\nthe amount of the  Additional  Rent due  hereunder.  The obligation of Tenant in\nrespect to such Additional Rent applicable for the last year of the term of this\nlease or part thereof shall survive the expiration of the term of this lease.\n\n      (E)  Notwithstanding  the fact that the increase in rent is measured by an\nincrease in Taxes,  such increase is Additional Rent and shall be paid by Tenant\nas provided herein regardless of the fact that Tenant may be exempt, in whole or\nin part, from the payment of any taxes by reason of Tenant's diplomatic or other\ntax-exempt status or for any other reason whatsoever.\n\n47. LEASEHOLD MORTGAGE:  A. Tenant may, without Landlord's consent, from time to\ntime pledge, mortgage or encumber this Lease and\/or the leasehold estate demised\nhereunder to any institutional lender or sublease the Demised Premise to the New\nYork City  Industrial  Development  Agency  (\"IDA\") and  immediately  thereafter\nsublease the Demised Premises back from the IDA (\"Leaseback\").  Any such pledge,\nmortgage  or  encumbrance  upon  this  Lease  or the  leasehold  estate  demised\nhereunder or the Leaseback,  as the same may be extended,  modified,  amended or\nreplaced, is referred to in this Lease as the \"Leasehold Mortgage\".  There shall\nbe no limitation or restrictions upon the principal amount or other sums secured\nby any Leasehold  Mortgage and such principal amount or other sums that may also\nbe secured by other mortgages,  deeds of trust or security agreements.  Landlord\nshall not be bound to recognize the Leasehold  Mortgagee  unless such  Leasehold\nMortgagee  or Tenant  shall have  notified  Landlord  of the  existence  of such\nLeasehold  Mortgage and of the name and address of such Leasehold  Mortgagee and\nfurnished  Landlord  with a copy  of the  Leasehold  Mortgage  and  bond or Note\nsecured thereby.\n\n      B.  Landlord  hereby  agrees  with and for the  benefit of each  Leasehold\nMortgagee  and the  heirs,  legal  representatives,  successors  and  assigns of\nLeasehold Mortgagee:\n\n      (i) When giving  notice to Tenant with  respect to any default  under this\nLease or any exercise of any right to terminate  this Lease,  Landlord will also\ngive a copy of such notice by  registered  or certified  mail or by a nationally\nrecognized  overnight courier, to the Leasehold Mortgagee at the address of such\nLeasehold Mortgagee furnished to Landlord; and no such notice to Tenant shall be\ndeemed to have been duly given,  nor shall such notice be effective  unless such\nnotice is also given in said manner to the Leasehold Mortgagee.\n\n      (ii) In case Tenant shall  default in respect of any of the  provisions of\nthis  Lease,  the  Leasehold  Mortgagee  shall  have  the  right,  but  not  the\nobligation, to cure such default whether the same consists of the failure to pay\nrent or the  failure  to  perform  any  other  matter or thing  which  Tenant is\nrequired  to  do  or  perform  under  this  Lease,  and  Landlord  shall  accept\nperformance by or on behalf of Leasehold  Mortgage as though,  and with the same\neffect as if it had been done or performed by Tenant.  The  Leasehold  Mortgagee\nwill have a period of time after the service of such notice upon it within which\nit may cure the default specified in such notice, or cause it to be cured, which\nis the same period for cure,  if any, as is given to Tenant  under this Lease in\nrespect of the specified  default after the giving of such notice to Tenant.  In\nthe event of a default or in the event that termination is sought by reason of a\ndefault,  other than the non-payment of rent,  which cannot  reasonably be cured\nwithin said period, the period of time for cure shall be extended for so long as\nthe Leasehold Mortgagee is diligently proceeding to cure such default,  provided\nthat the  Leasehold  Mortgagee  has begun to cure the  default  within  the said\nperiod.\n\n      (iii) If, in order to cure any default by the Tenant under the  provisions\nof this Lease,  the Leasehold  Mortgagee must perform any act or acts other than\nthe payment of rent,  no default will be deemed to exist and the Landlord  shall\nhave no right,  and shall take no action,  to effect a termination of this Lease\nuntil the  Leasehold  Mortgagee  has had a reasonable  opportunity  to cure such\ndefault after Leasehold  Mortgagee obtains possession of the Demised Premises by\n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       4\n\n\nappointment of a receiver,  institution or foreclosure proceedings or otherwise,\nbut upon condition that the Leasehold  Mortgagee  shall deliver to Landlord,  no\nlater than thirty (30) days after the expiration of the grace period  applicable\nto the Tenant as to the particular default, an acknowledged  instrument by which\nthe  Leasehold  Mortgagee  undertakes  that (x) during the  pendency of any such\nforeclosure or other such proceedings with respect to Tenant's  interest in this\nLease and until  the  interest  of Tenant  in this  Lease  shall  terminate  and\npossession of, title to, and control over the Demised Premises shall be obtained\nby  Leasehold  Mortgagee,  Leasehold  Mortgagee  will pay or cause to be paid to\nLandlord,  when and as it shall  become due (but  without  giving  effect to any\nright of acceleration of rentals in the event of a default), the rental provided\nfor in the Lease and (y) when,  as and if  possession  of, title to, and control\nover the  Demised  Premises  shall be obtained by  Leasehold  Mortgagee,  or its\nnominee or designee,  whether voluntarily as a result of foreclosure proceedings\nor otherwise,  Leasehold  Mortgagee shall therefore perform or cause its nominee\nto perform,  all the covenants of this Lease on Tenant's part to be performed to\nthe extent that Tenant shall have failed to perform such covenants  prior to the\ndate on which such title,  possession and control by Leasehold  Mortgagee shall,\nupon  request of Landlord,  reimburse  Landlord for the costs of any repairs (i)\nwhich  are the  obligation  of  Tenant  under  the  Lease  and which are made by\nLandlord after default by Tenant and (ii) which corrects  dangerous or hazardous\nconditions  or which are  necessary  to  prevent  deterioration  of the  Demised\nPremises.  If prior to the sale in any foreclosure  proceeding instituted by the\nLeasehold  Mortgagee,  or if prior to the date on which Tenant's interest in the\nLease and the Demised Premises shall otherwise be  extinguished,  the default in\nrespect of which  Landlord  shall have  given any  notice  contemplated  by this\nparagraph  shall have been cured and  possession of the Demised  Premises  shall\nhave been  restored  to  Tenant,  the  undertaking  of the  Leasehold  Mortgagee\nprovided for in this  subparagraph  (iii) shall  automatically  terminate and be\nwithout  further force or effect.  No Leasehold  Mortgagee  shall be required to\ncommence and  continue  any  foreclosure  or other  proceedings  or to obtain or\ncontinue possession of the Demised Premises.\n\n      (iv) The  Leasehold  Mortgagee (or its designee or nominee) may become the\nlegal  owner  and  holder  of the  interest  of the  Tenant  under  this  Lease,\nincluding,  without  limitation,  the  interest  of Tenant  in all  improvements\nerected by Tenant on the Demised  Premises,  by foreclosure or other enforcement\nproceedings  or by obtaining an assignment of this Lease in lieu of  foreclosure\nor through settlement of or arising out of any pending or threatened foreclosure\nproceeding,  without Landlord's consent but subject to the Leasehold Mortgagee's\nobligation to assume this Lease. In such event,  the Leasehold  Mortgage (or its\ndesignee or nominee) shall have the right  thereafter to assign this Lease,  but\nsubject to the applicable terms and provisions of this Lease.\n\n      (v) In the event of the  termination  of this  Lease,  the  Landlord  will\nnotify  Leasehold  Mortgagee  and certify in writing to Leasehold  Mortgagee all\namounts then due to Landlord under this Lease and the Landlord will enter into a\nnew lease of the Demised Premises with the Leasehold Mortgagee for the remainder\nof the term, to commence as at the date of the  termination of this Lease at the\nsame  rental  and  upon  all of  the  other  terms,  provisions,  covenants  and\nagreements  as in this  Lease  contained,  upon  condition  that  (a)  Leasehold\nMortgagee  shall make  written  request to Landlord  for such new lease no later\nthan  thirty  (30) days from the date such  notice by the  Landlord  is given to\nLeasehold  Mortgagee;  (b) Leasehold Mortgagee shall pay to Landlord at the time\nof the execution  and delivery of said new lease all sums which,  as of the date\nof execution and delivery of such new lease,  were past due and owing under this\nLease,  but without giving effect to any provision  permitting  acceleration  of\nrentals upon  termination  of this Lease amounts not otherwise then due; and (c)\nsuch new lease shall require the Tenant  thereunder to perform any obligation of\nTenant under the Lease not then performed.\n\n      (vi) Anything in this Article  contained to the contrary  notwithstanding,\nthe  provisions  of this Article shall only be for the benefit of the holders of\nthe Leasehold  Mortgage which is a first lien upon the leasehold  estate or is a\ndirect sublease of Tenant.\n\n      (vii) If the Tenant  fails to observe  or perform  any of its  obligations\nunder this Lease,  the Leasehold  Mortgagee  may, but shall not be obligated to,\nobserve or perform such obligations for and on behalf of Tenant,  whether or not\nTenant shall be in default under this Lease.\n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       5\n\n\n      C. Any notice or other  communication  which  Landlord  shall desire or is\nrequired to give to or serve upon  Leasehold  Mortgagee  shall be in writing and\nshall be served by  registered  or certified  mail or by  nationally  recognized\novernight courier addressed to such holder at its address as shall be designated\nfrom  time to time by such  holder by notice  in  writing.  Any  notice or other\ncommunication  which the Leasehold Mortgagee shall desire or is required to give\nto or serve upon  Landlord  shall be deemed to have been duly given or served if\nsent by  registered  or certified  mail or by  nationally  recognized  overnight\ncourier to Landlord at Landlord's  address as shall be  designated  from time to\ntime by Landlord by notice in writing given to Leasehold Mortgagee by registered\nor certified mail or by nationally recognized overnight courier.\n\n      D.  Landlord will not modify,  amend,  cancel or accept a surrender of the\nLease,  nor shall this Lease be  terminated  by Tenant  (including a termination\npursuant to the express  provisions  hereof),  nor shall Tenant elect any option\ngranted to it under this Lease,  including without  limitation to terminate this\nLease under  Article 9 hereof or any other  section of this  Lease,  without the\nprior  written  consent  of the  Leasehold  Mortgagee.  Any  such  modification,\namendment,  cancellation,  surrender, termination or option election without the\nwritten  consent  of the  Leasehold  Mortgagee  shall be void and of no force or\neffect.\n\n      E. No union of the  interests  of Landlord  and Tenant  shall  result in a\nmerger of this Lease and the fee  interest in the Demised  Premises  without the\nprior written consent of the Leasehold Mortgagee.\n\n      F. All notices,  statements and other communications to be given under the\nterms  of this  Lease  shall  also be  given in  writing  simultaneously  to the\nLeasehold Mortgagee.\n\n      G. The  parties  agree,  at any time and from time to time,  upon not less\nthan ten (10) days' prior written notice from the other, to execute, acknowledge\nand deliver to the  requesting  party,  a statement in writing  addressed to the\nrequesting  party  certifying  that this  Lease is  unmodified  and in force and\neffect (or if there have been modifications,  that the same is in full force and\neffect as modified  and stating the  modifications),  stating the dates to which\nrent,  additional  rent and other charges have been paid, and stating whether or\nnot to the best  knowledge of the signer of such  certificate,  there exists any\ndefaults in the  performance  of any  covenant,  agreement,  term,  provision or\ncondition  contained in this Lease,  and if so,  specifying each such default of\nwhich the signer may have knowledge.\n\n48. INTENTIONALLY DELETED.\n\n49. NON-WAIVER AND SURVIVAL OF ADDITIONAL RENT OBLIGATIONS:  Landlord's  failure\nduring the lease term to prepare and  deliver any of the tax bills,  statements,\nnotices or bills set forth in Article 46 or Landlord's  failure to make a demand\nshall not in any way cause  Landlord  to  forfeit  or  surrender  its  rights to\ncollect any of the foregoing  items of Additional Rent which may have become due\nduring the term of this  lease.  Tenant's  liability  for the  amounts due under\nArticle 46 shall survive the expiration of the lease term.\n\n50. ADDENDUM TO ARTICLE 6 (COMPLIANCE WITH LAWS):  Supplementing  the provisions\nof Article 6 hereof,  Tenant shall give prompt  notice to Landlord of any notice\nit receives of the violation of any law or requirement  of any public  authority\nwith respect to the Demised  Premises or the use or occupation  thereof.  Tenant\nshall promptly  comply with all present and future laws,  orders and regulations\nof all state, federal, municipal and local governments, departments, commissions\nand boards or any  direction  of any public  officer  pursuant  to law,  and all\norders,  rules and regulations of the New York Board of Fire Underwriters or any\nsimilar body which shall impose any  violation,  order or duty upon  Landlord or\nTenant with respect to the Demised  Premises (in which event Tenant shall effect\nsuch  compliance  at its sole cost and expense) or the Building (in which event,\nnotwithstanding  anything  herein to the  contrary,  Landlord  shall effect such\ncompliance but Tenant shall promptly pay to Landlord  Tenant's Share of the cost\nthereof).\n\n51. WAIVER OF SUBROGATION: Each party hereby release the other party (which term\nas used in this Article includes the employees,  agents,  officers and directors\nof the other party) from all liability,  whether for negligence or otherwise, in\nconnection  with loss  covered by any fire and\/or  \n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       6\n\n\nextended coverage insurance policies, which the releasor carries with respect to\nthe Demised Premises, or any interest or property therein or thereon (whether or\nnot such insurance is required to be carried under this lease),  but only to the\nextent  that such loss is  collected  under said fire and\/or  extended  coverage\ninsurance  policies.  Such release is also conditioned upon the inclusion in the\npolicy or policies of a provision  whereby any such release  shall not adversely\naffect  said  policies,  or  prejudice  any  right of the  releasor  to  recover\nthereunder. Each party agrees that its insurance policies aforesaid will include\nsuch a provision so long as the same shall be obtainable  without extra cost, or\nif extra cost shall be charged therefor,  so long as the party for whose benefit\nthe clause or  endorsement  is obtained shall pay such extra cost. If extra cost\nshall be  chargeable  therefor,  each party shall  advise the other of the extra\ncost,  and the other party at its  election  may pay the same,  but shall not be\nobligated to do so.\n\n52. INDEMNITY-LIABILITY  INSURANCE: (A) Tenant covenants and agrees to indemnify\nand  save  Landlord,  its  managing  agent  and  its  principals,  disclosed  or\nundisclosed,  harmless from and against any and all claims,  losses,  damages or\nexpenses  (including  reasonable  attorneys'  fees) or other  liability  arising\nduring the term of this lease out of or in connection with (i) the construction,\npossession,  use, occupancy,  management,  repair, maintenance or control of the\nDemised  Premises or any part thereof or any other part of the Building  used by\nTenant,  or (ii) any act or omission of Tenant or  Tenant's  agents,  employees,\ncontractors,  concessionaires,  licensees, invitees, subtenants or assignees, or\n(iii) any  default,  breach,  violation or  nonperformance  of this lease or any\nprovision hereof by Tenant,  or (iv) any injury to person or property or loss of\nlife sustained in or about the Demised Premises or any part thereof, except such\nclaims  found to be the  result  of the  negligence  of  Landlord,  its  agents,\nemployees or contractors.  Tenant shall, at its own cost and expense, defend any\nand all actions,  suits and proceedings which may be brought against, and Tenant\nshall pay, satisfy and discharge any and all judgments, orders and decrees which\nmay be made or entered  against,  Landlord,  its managing agent, its principals,\ndisclosed or  undisclosed,  with respect to, or in connection  with,  any of the\nforegoing.  The comprehensive  general liability  coverage  maintained by Tenant\npursuant to this lease shall specifically insure the contractual  obligations of\nTenant as set forth in this Article and\/or as provided in this lease.\n\n      (B) Tenant covenants to provide on or before the Commencement  Date of the\nterm  hereof  and to keep in force  during the term  hereof  for the  benefit of\nLandlord,  its  managing  agent and Tenant a  comprehensive  policy of liability\ninsurance  protecting  Landlord,  its  managing  agent and Tenant (and any other\nparties as Landlord shall designate to be added as insured  parties) against any\nliability whatsoever  occasioned by accident on or about the Demised Premises or\nany  appurtenances  thereto.  Such  policy is to be written by good and  solvent\ninsurance  companies  licensed  to do  business  in the  State  of New  York and\nsatisfactory to Landlord.  The policy shall be a comprehensive General Liability\ntype and extended to include  personal injury liability and fire legal liability\nwith the amounts of liability  thereunder not less than $1,000,000.00 in respect\nof any one person,  not less than  $3,000,000.00 in respect of any one accident,\nand not less than  $500,000.00  in respect of  property  damages.  In  addition,\nTenant will, at Tenant's expense,  maintain (i) workers' compensation  insurance\nwithin statutory limits covering all persons  employed,  directly or indirectly,\nin connection  with any of Tenant's Work or any repair or alteration  authorized\nby this lease or  consented  to by  Landlord,  and all  employees  and agents of\nTenant  with  respect to whom death or bodily  injury  claims  could be asserted\nagainst  Landlord  or  Tenant;  (ii)  fire  and  extended  coverage,  vandalism,\nmalicious mischief and special extended coverage insurance in an amount adequate\nto  cover  the  cost  of  replacement  of  all  fixtures  and   decorations  and\nimprovements in the Demised  Premises;  and (iii) rent insurance  covering those\nrisks  referred  to in (ii)  above in an amount  equal to all  Minimum  Rent and\nAdditional  Rent  payable  under this lease for a period of twelve  (12)  months\ncommencing  with the date of loss.  Prior to the time  such  insurance  is first\nrequired to be carried by Tenant, and thereafter at least thirty (30) days prior\nto the  expiration  of any such  policy,  Tenant  agrees to deliver to  Landlord\neither  a  duplicate  or  original  of the  aforesaid  policy  or a  certificate\nevidencing such  insurance,  provided said  certificate  contains an endorsement\nthat such  insurance may not be canceled or modified  except upon ten (10) days'\nwritten  notice to Landlord,  together  with evidence of payment for the policy.\nTenant's failure to provide and keep in force the aforementioned insurance shall\nbe regarded as a material default hereunder,  entitling Landlord to exercise any\nor all of the  remedies  as  provided  in this  lease in the  event of  Tenant's\ndefault.  The minimum  limits of insurance  described  above shall be subject to\nincrease at any time, and from time to time, after the third  anniversary of the\ncommencement   date,  if  Landlord   shall  \n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       7\n\n\ndeem same  necessary  for  adequate  protection.  Within  thirty (30) days after\ndemand  therefor by Landlord,  Tenant shall  furnish  Landlord  with evidence of\ncompliance with such demand.\n\n53. TENANT'S CERTIFICATE: Tenant shall, without charge at any time and from time\nto time,  within ten (10) business  days after  request by Landlord,  certify by\nwritten instrument, duly executed, acknowledged and delivered, to any mortgagee,\nassignee of any mortgage or purchaser,  or any proposed  mortgagee,  assignee of\nany mortgage or purchaser, or any other person, firm or corporation specified by\nLandlord:\n\n      (A) that this lease is  unmodified  and in full force and effect  (or,  if\nthere  has been  modification,  that the same is in full  force  and  effect  as\nmodified and stating the modifications);\n\n      (B) whether or not there are then existing any setoffs or defenses against\nthe enforcement of any of the agreements,  terms, covenants or conditions hereof\nupon the part of Tenant to be performed or complied with (and, if so, specifying\nthe same); and\n\n      (C) the dates,  if any,  to which the rental and other  charges  hereunder\nhave been paid in advance.\n\n54.  EXCULPATORY  CLAUSE:  If Landlord  shall be an  individual,  joint venture,\ntenancy-in-common,   co-partnership,   unincorporated   association,   or  other\nunincorporated  aggregate of  individuals  and\/or  entities,  or a  corporation,\nTenant  shall look only to such  Landlord's  estate and property in the Building\nand,  where  expressly  so provided in this lease,  to offset  against the rents\npayable  under this lease,  for the  satisfaction  of Tenant's  remedies for the\ncollection of a judgment (or other  judicial  process)  requiring the payment of\nmoney by  Landlord in the event of any  default by  Landlord  hereunder,  and no\nother  property or assets of such Landlord or any of the principals of Landlord,\ndisclosed  or  undisclosed,  shall  be  subject  to  levy,  execution  or  other\nenforcement  procedure for the  satisfaction of Tenant's  remedies under or with\nrespect to this lease,  the  relationship  of Landlord  and Tenant  hereunder or\nTenant's use or occupancy of the Demised Premises.\n\n55. BROKER:  Tenant covenants,  warrants and represents that there was no broker\ninstrumental in  consummating  this lease and no  conversations  or negotiations\nwere had with any broker other than Broker concerning the renting of the Demised\nPremises. Tenant agrees to indemnify, defend and hold and save Landlord harmless\nagainst any and all  liability  from any claims of any broker  other than Broker\nwho claims to have dealt with Tenant (including, without limitation, the cost of\ncounsel  fees in  connection  with the defense of any such claims in  connection\nwith the  renting of the  Demised  Premises).  Based  upon such  representation,\nLandlord has agreed to enter into this leasing agreement with Tenant.\n\n56. CONFLICT OF TERMS: In the event any term,  covenant,  condition or agreement\ncontained in this rider to the lease shall conflict or be inconsistent  with any\nterm, covenant,  condition or agreement contained in the printed portion of this\nlease, then the parties agree that the rider provision shall prevail.\n\n57.  TENANT'S  REMEDIES:  With  respect to any  provision  of this  lease  which\nprovides,   in  effect,  that  Landlord  shall  not  unreasonably   withhold  or\nunreasonably  delay any  consent or any  approval,  Tenant in no event  shall be\nentitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any\nclaim,  for money  damages;  nor shall Tenant claim any money  damages by way of\nsetoff,  counterclaim  or defense,  based upon any claim or  assertion by Tenant\nthat Landlord has unreasonably  withheld or unreasonably  delayed any consent or\napproval;  but Tenant's  sole remedy shall be an action or proceeding to enforce\nany such  provision,  or for specific  performance,  injunction  or  declaratory\njudgment.\n\n58. TENANT'S OPERATING OBLIGATIONS:  Tenant covenants and agrees that during the\nterm of this lease:\n\n      (A) If any governmental license or permit shall be required for the proper\nand lawful  conduct of Tenant's  business in the Demised  Premises,  or any part\nthereof, and if failure to secure such license or permit would in any way affect\nLandlord,  then  Tenant,  at its sole cost and  \n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       8\n\n\nexpense,  shall duly procure and thereafter  maintain such license or permit and\nsubmit the same to inspection by Landlord. Tenant shall at all times comply with\nthe terms and conditions of each such license or permit.\n\n      (B) Tenant shall maintain any sanitary  lines in the Demised  Premises and\nshall not  misuse  plumbing  facilities  or  dispose  of any  foreign  substance\ntherein. Tenant shall not permit any food, waste, or other foreign substances to\nbe thrown or drawn into the pipes.  Tenant shall  maintain the plumbing  that it\ninstalls in good order,  repair and condition,  and repair any damage  resulting\nfrom any violation of this Paragraph. Tenant shall make any repairs to the other\nplumbing in the Building,  if damage results from Tenant's  improper use of such\nplumbing.\n\n      (C) Tenant will retain a licensed professional exterminating service which\nwill service the Demised  Premises on a regular basis  throughout the term so as\nto keep the Demised Premises free of vermin.  Tenant shall furnish Landlord with\na copy of said contract within seven (7) days of Landlord's request therefor.\n\n      (D) Tenant shall install  chemical  extinguishing  devices approved by the\nFire Insurance Rating  Organization and shall keep such devices under service as\nrequired by such  organization.  If gas is used in the Demised Premises,  Tenant\nshall install gas cutoff devices (manual and automatic).\n\n      (E) Tenant will not  encumber or  obstruct or permit to be  encumbered  or\nobstructed  any  hallway,  service  elevator,  stairway  or  passageway  in  the\nBuilding.\n\n      (F) Tenant  covenants  and agrees that  throughout  the term, it shall not\nsuffer,  allow or permit any offensive or obnoxious  vibration,  noise,  odor or\nother undesirable effect to emanate from the Demised Premises, or any machine or\nother  installation  therein,  or  otherwise  suffer,  allow or permit  any such\nobnoxious  vibration,  noise, odor or other  undesirable  effect to constitute a\nnuisance or  otherwise  interfere  with the safety,  comfort or  convenience  of\nLandlord,  or other tenants,  occupants,  customers,  agents, or invitees or any\nothers lawfully in or upon the Building and upon Landlord's notice, Tenant shall\nwithin  five (5) days  thereof  remove  or  control  the  same,  and if any such\ncondition is not so remedied, then Landlord may, at its discretion,  either: (i)\ncure such condition and add any cost and expense  incurred by Landlord  therefor\nto the next  installment of rent due under this lease, and Tenant shall then pay\nsaid amount,  as Additional  Rent  hereunder;  or (ii) treat such failure on the\npart of Tenant to remedy such  condition as a material  default of this lease on\nthe part of Tenant hereunder, entitling Landlord to any of its remedies pursuant\nto the terms of this lease.\n\n      (G) Tenant  shall not  subject  any  fixtures  or  equipment  in or on the\nDemised  Premises  which are  affixed to the  realty,  to any  mortgage,  liens,\nconditions, sales agreements, security interests or encumbrances.\n\n      (H) Tenant  shall not perform any act or carry on any  practice  which may\ndamage, mar or deface the Demised Premises or any other part of the Building.\n\n      (I) Tenant shall not permit window cleaning or other exterior  maintenance\nand janitorial  services in and for the demised  premises to be performed except\nby such person(s) as shall be approved by Landlord, and except during reasonable\nhours designated for such purposes by Landlord.\n\n      (J) Tenant shall not install,  operate or maintain in the Demised Premises\nany electrical  equipment which will overload the electrical system therein,  or\nany part thereof,  beyond its reasonable capacity for proper and safe operation,\nas  determined  by  Landlord,  in light of the overall  system and  requirements\ntherefor in the Building, or which does not bear underwriters' approval.\n\n      (K) Tenant  shall not use or occupy the Demised  Premises  for any purpose\ncalculated to injure the reputation of the Demised Premises, and\/or the Building\nor of the  neighborhood in which the same are located or to, presently or in the\nfuture,  impair the value of the Demised Premises and\/or the Building.  Landlord\nacknowledges  that the use of the Demised  \n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n\n                                       9\n\n\nPremises for  biotechnology  purposes shall not, in and of itself,  be deemed to\ninjure the reputation of the Demised Premises, the Building or the neighborhood,\nnor impair the value of the Demised Premises or the Building.\n\n      (L) Tenant  shall not permit any  business  to be  operated in or from the\nDemised  Premises by any  concessionaire  or licensee  without the prior written\nconsent of Landlord in each instance.\n\n      (M)  There  shall be no  cooking  or food  preparation  whatsoever  in the\nDemised Premises.\n\n59. LABOR REGULATIONS:  Tenant covenants and agrees that prior to and throughout\nthe demised term,  it shall not take any action which would  violate  Landlord's\nunion contract,  if any,  affecting the Building,  nor create any work stoppage,\npicketing, labor disruption or dispute, or any interference with the business of\nLandlord or any other  tenant or occupant in the Building or with the rights and\nprivileges  of any  person(s)  lawfully in the  Building.  Any default by Tenant\nunder this  Article  shall be deemed a material  default  entitling  Landlord to\nexercise  any or all of the  remedies as  provided in this lease  subject to the\nnotice provisions provided in Article 17 hereof.\n\n60. INTENTIONALLY DELETED.\n\n61.  ADDENDUM  TO  ARTICLE  22  (END  OF  TERM):  If  Tenant  shall  default  in\nsurrendering  the Demised  Premises upon the  expiration or  termination  of the\nterm, Tenant's occupancy  subsequent to such expiration or termination,  whether\nor not with the consent or acquiescence of Landlord,  shall be deemed to be that\nof a tenancy  at will and in no event  from month to month or from year to year,\nand it shall be subject to all the terms, covenants and conditions of this lease\napplicable  thereto,  except the Minimum Rent shall be one hundred fifty percent\n(150%) of the amount  payable in the last year of the term,  and no extension or\nrenewal of this lease shall be deemed to have  occurred by such holding over. In\nthe event Landlord shall commence  proceedings to dispossess Tenant by reason of\nTenant's  default,  Tenant  shall pay, in  addition to costs and  disbursements,\nminimum legal fees of $500.00 for each proceeding as Additional Rent hereunder.\n\n62.  ADDENDUM TO ARTICLE 18  (LANDLORD'S  REMEDIES):  Should  Tenant fail to pay\nwithin five (5) days after same  becomes due any  installment  of Minimum  Rent,\nAdditional  Rent,  or any other sum payable to Landlord  under the terms of this\nlease,  then interest shall accrue from and after the date on which any such sum\nshall be due and payable, and such interest, together with a late charge of five\ncents for each dollar  overdue to cover the extra  expense  involved in handling\nsuch  delinquency  shall be paid by Tenant to Landlord at the time of payment of\nthe delinquent sum. Anything  contained herein to the contrary  notwithstanding,\nincluding  but not  limited to Article 17  hereof,  Landlord  shall give  Tenant\nwritten notice of its monetary defaults under this Lease, but no more often than\ntwice in a twelve  consecutive  month  period.  If Tenant shall issue a check to\nLandlord which is returnable unpaid for any reason, Tenant shall pay Landlord an\nadditional charge of $100.00 for Landlord's expenses in connection therewith. If\nTenant  shall be late in making any payment due under this lease more than three\n(3) times in any Lease  Year,  Landlord  shall be entitled to demand from Tenant\nand Tenant agrees to tender to Landlord additional security in the amount of one\nmonth's  current Minimum Rent to be held in accordance with the terms of Article\n32 hereof.\n\n63.  INTEREST:  Whenever this lease refers to \"interest\"  (except in relation to\nTenant's security deposit), same shall be computed at a rate equal to the \"Prime\nRate\" (as hereinafter defined) plus three (3%) percent except where otherwise in\nthis lease a different rate is specifically set forth.  If, however,  payment of\ninterest at any such rate by Tenant (or by the tenant then in possession  having\nsucceeded  to  Tenant's  interest  in  accordance  with the terms of this lease)\nshould be unlawful,  i.e.,  violative of the usury  statutes or otherwise,  then\n\"interest\"  shall, as against such party, be computed at the maximum lawful rate\npayable by such party.  \"Prime  Rate\" shall mean the rate being  reported at the\ntime in question by The Wall Street Journal.\n\n64.  ARBITRATION:  Either party may request arbitration of any matter in dispute\nwherein  arbitration  is  expressly  provided  in this lease as the  appropriate\nremedy. All such  controversies  \n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       10\n\n\nshall be settled by  decision of the  Chairman  of the Real Estate  Board of New\nYork,  Inc. whose decision shall be final and conclusive upon the parties hereto\nand a judgment  may be  obtained  thereon in any court  having  jurisdiction  in\naccordance with the procedural  rules then obtaining of the Real Estate Board of\nNew York, Inc. or any successor thereto. The arbitrator or arbitrators may grant\ninjunctions or other relief in such  controversies or claims.  The parties agree\nthat the  unsuccessful  party  shall pay the  entire  cost and  expense  of such\narbitration,  and each  shall  separately  pay for its own  attorneys'  fees and\nexpenses.\n\n65. ENTIRE  AGREEMENT:  No earlier  statement or prior written matter shall have\nany force or effect. Tenant agrees that it is not relying on any representations\nor agreements other than those contained in this lease. This agreement shall not\nbe  modified  or  canceled  except by writing  subscribed  by all of the parties\nhereto.\n\n66. SAVINGS PROVISION:  If any provision of this lease or its application to any\nsituation shall be invalid or unenforceable to any extent, the remainder of this\nlease, or the application  thereof to situations  other than that as to which it\nis invalid or unenforceable  shall not be affected thereby,  and every provision\nof this lease shall be valid and enforceable to the fullest extent  permitted by\nlaw.\n\n67.  LEASE NOT BINDING  UNLESS  EXECUTED:  Submission  by Landlord of the within\nlease for execution by Tenant shall confer no rights nor impose any  obligations\non either  party unless and until both  Landlord and Tenant shall have  executed\nthis lease and  duplicate  originals  thereof  shall have been  delivered to the\nrespective parties.\n\n68. MECHANIC'S LIENS: (A) Notwithstanding  anything to the contrary contained in\nthis lease,  Tenant,  its  successors  and  assigns,  warrant and  guarantee  to\nLandlord, its successors and assigns, that if any mechanic's lien shall be filed\nagainst  the  Building  of which the  Demised  Premises  forms a part,  for work\nclaimed to have been done for, or materials  claimed to have been  furnished to,\nTenant (i) the same shall be discharged by Tenant, by either payment, by bond or\notherwise,  at the sole cost and expense of Tenant,  within fifteen (15) days of\nthe  giving  of  notice  thereof  by  Landlord,  (ii)  either  a  release  or  a\nsatisfaction  of lien,  as the case may be, shall be filed with the County Clerk\nof the county in which the  Building  is situate  within such  fifteen  (15) day\nperiod,  and (iii) a copy of such release or  satisfaction,  as the case may be,\ncertified to by such County  Clerk shall be  delivered to Landlord  within three\n(3) days after such filing.\n\n      (B) In the  event  such  mechanic's  lien  is not  discharged  timely,  as\naforesaid,  Landlord may discharge same for the account of and at the expense of\nTenant  by  payment,  bonding  or  otherwise,  without  investigation  as to the\nvalidity  thereof  or of any  offsets or  defenses  thereto,  and  Tenant  shall\npromptly reimburse Landlord,  as Additional Rent, for all costs,  disbursements,\nfees and  expenses,  including,  without  limitation,  legal  fees,  incurred in\nconnection  with so discharging  said  mechanic's  lien,  together with interest\nthereon from the time or times of payment until reimbursement by Tenant.  Tenant\nshall,  within five (5) days of demand therefor by Landlord,  pay to Landlord as\nAdditional  Rent,  the  sum of One  Thousand  ($1,000)  Dollars  on  account  of\nLandlord's legal fees and  disbursements,  but the foregoing shall not limit the\nextent of Tenant's liability as set forth above.\n\n      (C) In the  event  such  mechanic's  lien  is not  discharged  timely,  as\naforesaid, Landlord, in addition to all other rights granted to Landlord in this\nlease and without  limitation,  may  institute a dispossess  summary  proceeding\nbased upon such failure to discharge any such lien. In the event Tenant fails to\ndeliver to Landlord the certified copy of the release or  satisfaction  required\nhereunder  within the time period provided for the delivery thereof to Landlord,\nLandlord shall have the right to assume that such  mechanic's  lien has not been\ndischarged and Landlord  shall have all of the rights and remedies  provided for\nherein based upon Tenant's failure to discharge any such lien.\n\n      (D) It is further  expressly  understood  and agreed  between  the parties\nhereto that Landlord may expend all or a portion of the security deposit made by\nTenant  hereunder  toward  discharging  any such  mechanic's  lien and the cost,\nexpenses, fees and disbursements,  including, without limitation, legal fees, in\nconnection therewith. Upon notification by Landlord of the \n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       11\n\n\napplication  of all or a portion of the  security  deposited  by Tenant,  Tenant\nshall,  within five (5) days after receipt of said notice,  restore the security\ndeposit to such amount held by Landlord prior to Landlord's application thereof.\nTenant's  failure to do so within said five (5) day period  shall  constitute  a\nmaterial default under this lease.\n\n      (E) Tenant, at its sole cost and expense, shall procure written waivers of\nthe right to file  mechanic's  liens  executed by  contractors,  subcontractors,\nmaterial  suppliers  and  laborers  simultaneously  with  payment  for the labor\nperformed   or   materials   furnished   has  been  made  to  each   contractor,\nsubcontractor,  material supplier or laborer.  Tenant shall also procure written\nreleases of lien executed by contractors, subcontractors, material suppliers and\nlaborers  simultaneously  upon  payment  in full  for  the  labor  performed  or\nmaterials  furnished  by such  contractor,  material  supplier or  laborer.  Any\nfailure or refusal on the part of Tenant to comply with the  foregoing  shall be\ndeemed a default under this lease.\n\n69. LANDLORD'S  CONSENT:  If Tenant requests  Landlord's  consent or approval to\nalterations,  assignment,  subletting  or any other  matter  or thing  requiring\nLandlord's  consent or approval under this lease, and if in connection with such\nrequest  Landlord seeks the advice of its attorneys,  architect and\/or engineer,\nthen Landlord, as a condition precedent to granting its consent or approval, may\nrequire (in addition to any other  requirements  of Landlord in connection  with\nsuch request) that Tenant pay the fee of Landlord's attorneys,  architect and\/or\nengineer  in  connection  with the  consideration  of such  request  and\/or  the\npreparation of any documents pertaining thereto.\n\n70. ENTRANCE DOORS: Tenant shall,  throughout the term of this lease,  maintain,\nrepair,  service and replace when  necessary,  all doors leading into and out of\nthe Demised Premises and all hardware  appurtenant thereto,  including,  but not\nlimited to,  locks,  hinges,  silencers,  door stops,  door jams,  door closets,\nlatchsets,  flashbulbs,  door frames,  thresholds and door knobs. Landlord shall\nhave no liability or obligation  whatsoever  regarding the maintenance,  repair,\nservice and replacement of the foregoing.\n\n71.  FINANCING  REQUIREMENTS:  If, in  connection  with  obtaining  financing or\nrefinancing  for the  Building  of which the  Demised  Premises  form a part,  a\nbanking,  insurance  or other  institutional  lender  shall  request  reasonable\nmodifications  to this lease as a condition to such  financing  or  refinancing,\nTenant  shall not  unreasonably  withhold,  delay or defer its consent  thereto;\nprovided,  however,  that such  modifications do not increase the obligations of\nTenant hereunder (except,  perhaps, to the extent that Tenant may be required to\ngive notices of any defaults by Landlord to such lender and\/or permit the curing\nof such defaults by such lender  together  with the granting of such  additional\ntime for such curing as may be required for such lender to get possession of the\nBuilding) or materially  adversely affect the leasehold interest hereby created.\nIn no event shall a requirement that the consent of any such lender be given for\nany  modification  of this lease or subject to the  provisions of this lease for\nany  assignment  or  sublease,  be deemed to  materially  adversely  affect  the\nleasehold interest hereby created.\n\n72.  WAIVER OF  COUNTERCLAIM:  Tenant  hereby  waives the right to interpose any\noffset or counterclaim (except for a \"compulsory\" counterclaim) in any action or\nproceeding  brought by the  Landlord  against the Tenant,  or to enjoin any such\naction or proceeding  brought by the Landlord  against the Tenant and the Tenant\nfurther waives the right to consolidate with, or try together in any such action\nor  proceeding so  instituted  by the  Landlord,  any action or proceeding  then\npending or thereafter instituted by the Tenant against the Landlord.\n\n73. PERMITS AND FEES:\n\n      (A) Tenant covenants and agrees that, upon request of Landlord,  it shall,\nwithin  ten (10) days from the date of the  request,  furnish  Landlord  with an\nup-to-date  copy of any  permit or  license  required  by any  authority  having\njurisdiction therein for Tenant to conduct business at the Demised Premises.\n\n      (B) In addition, Tenant further covenants and agrees that, upon request of\nLandlord,  it shall, within ten (10) days from the date of the request,  furnish\nLandlord  with a copy of the  canceled  check,  paid bill or any other  evidence\nwhich supports payment of current tax, \n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       12\n\n\nassessment  or fee, for personal  property,  fees or other  imposition  which is\nimposed upon Tenant, other than the Real Estate Tax.\n\n      (C) In the event  Tenant fails to submit to Landlord,  upon  request,  the\nitems called for under either subparagraphs (A) or (B) above, such failure shall\nbe a default under the terms of this lease.\n\n74. FORCE MAJEURE:  Except for the payment of Minimum Rent and Additional  Rent,\nneither Landlord nor Tenant shall be deemed in default in the performance of any\nobligation  or  undertaking  provided  herein in the event and\/or so long as the\nperformance of any such obligation is prevented or delayed, retarded or hindered\nby act of God, fire, earthquake, floods, explosion, action of the elements, war,\nhostilities,  invasion, insurrection, riot, mob violence, sabotage, inability to\nprocure  or  general  shortage  of labor  equipment,  facilities,  materials  or\nsupplies  in the open  market,  failure of  transportation,  strikes,  lockouts,\naction of labor unions, condemnation, requisition, laws, orders of government or\ncivil or military or naval  authorities,  act or failure to act of either  party\nwhich  causes  the other  party to be  delayed  in the  performance  of any such\nobligation or undertaking,  or any other cause, whether similar or dissimilar to\nthe foregoing, not within the reasonable control of the non-performing party.\n\n75. ATTORNMENT: At the option of Landlord or any successor landlord or holder of\nany mortgage  affecting  the demised  premises,  Tenant  agrees that neither the\ncancellation  nor  termination  of any ground or underlying  lease to which this\nlease is now or may hereafter become subject or subordinate, nor any foreclosure\nof a mortgage  affecting the demised premises,  nor the institution of any suit,\naction,  summary or other proceeding against Landlord or any successor landlord,\nor any  foreclosure  proceedings  brought by the holder of any such  mortgage to\nrecover  possession  of the  demised  premises,  shall  by  operation  of law or\notherwise  result  in the  cancellation  or  termination  of this  lease  or the\nobligations  of Tenant  hereunder,  and upon the request of Landlord,  successor\nlandlord or mortgagee,  Tenant covenants and agrees to attorn to the Landlord or\nto any successor to the Landlord's  interest in the demised premises,  or to the\nmortgagee or to the purchaser of the mortgaged premises in foreclosure.\n\n76. SORTING AND SEPARATION OF REFUSE AND TRASH:\n\n      Tenant covenants and agrees, at its sole cost and expense,  to comply with\nall present  and future  laws,  orders and  regulations  of all state,  federal,\nmunicipal and local governments,  departments,  commissions and boards regarding\nthe collection,  sorting,  separation and recycling of waste products,  garbage,\nrefuse and trash.  Tenant shall sort and separate such waste products,  garbage,\nrefuse and trash into such categories as provided by law. Each separately sorted\ncategory  of waste  products,  garbage  and trash  shall be  placed in  separate\nreceptacles  reasonably approved by Landlord.  Such separate  receptacles may at\nLandlord's  option,  be removed from the demised  premises in accordance  with a\ncollection  schedule prescribed by law. Landlord reserves the right to refuse to\ncollect or accept from Tenant any waste products, garbage, refuse or trash which\nis not separated and sorted as required by law and to require  Tenant to arrange\nfor such  collection,  at Tenant's sole cost and expense  utilizing a contractor\nsatisfactory to Landlord. Tenant shall pay all costs, expenses, fines, penalties\nor  damages  which may be imposed on  Landlord  or Tenant by reason of  Tenant's\nfailure to comply with the  provisions  of this  article,  and, at Tenant's sole\ncost and expense, shall indemnify,  defend and hold Landlord harmless (including\nlegal fees and expenses) from and against any actions,  claims and suits arising\nfrom such non-compliance, utilizing counsel reasonably satisfactory to Landlord.\n\n77. ASSIGNMENT,  SUBLETTING, MORTGAGING. A. Tenant will not, by operation of law\nor otherwise,  assign, mortgage or encumber this Lease, nor sublet or permit the\nDemised  Premises  or any part  thereof  to be used by  others.  The  consent by\nLandlord to any assignment or subletting shall not in any manner be construed to\nrelieve Tenant from obtaining Landlord's express written consent to any other or\nfurther assignment or subletting nor shall any such consent by Landlord serve to\nrelieve or release Tenant from its  obligations to fully and faithfully  observe\nand perform all of the terms, covenants and conditions of this Lease on Tenant's\npart to be observed and performed.\n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       13\n\n\n      B.  Upon   obtaining  a  proposed   assignee  or  sublessee,   upon  terms\nsatisfactory to Tenant,  Tenant shall submit to Landlord in writing (w) the name\nof the  proposed  assignee or  subtenant;  (x) the terms and  conditions  of the\nproposed assignment or subletting;  (y) the nature and character of the business\nand  credit  of the  proposed  assignee  or  subtenant;  (z)  current  financial\nstatements,   banking  references  and  any  other  references  and  information\nreasonably  requested by the Landlord.  Landlord's  consent to any such proposed\nassignment or subletting  shall not be unreasonably  withheld or unduly delayed,\nprovided, however, that Landlord may withhold consent thereto if in the exercise\nof its sole judgment it determines that:\n\n      (i)  The  financial  condition  and  general  reputation  of the  proposed\nassignee  or  subtenant  are not  consistent  with the extent of the  obligation\nundertaken  by the proposed  assignment  or sublease or with the  character  and\nreputation of the Building.\n\n      (ii) The proposed use of the Demised  Premises is not  appropriate for the\nBuilding or in keeping with the character of the existing tenancies or permitted\nby the  Lease  or with  the  dignity  and  character  of the  Building  (but the\nforegoing  shall not be deemed to enlarge  the  purposes  for which the  Demised\nPremises are  permitted  to be used as set forth in this Lease).  The use of the\nDemised  Premises for  biotechnology  purposes  shall not, in and of itself,  be\ndeemed to be  inappropriate  for the Building or not in keeping with the dignity\nand character of the Building.\n\n      (iii) The nature of the  occupancy of the  proposed  assignee or subtenant\nwill cause an  excessive  density  of  employees  or  traffic or make  excessive\ndemands on the Building's services or facilities or in any other way will lessen\nthe dignity or character of the Building.\n\n      (iv) The Tenant proposes to assign or sublet to one who, at the time, is a\ntenant or occupant of the Building,  or a  subsidiary,  division or affiliate of\nany such tenant or  occupant of the  Building,(except,  however,  a  subsidiary,\ndivision or affiliate of Tenant), or to one with whom Landlord or its agents are\nactively negotiating for space in the Building, or to one who, at the time, is a\ntenant or occupant of  premises in any other  building  then owned or managed by\nLandlord or its affiliates.\n\n      (v) The Tenant  offers or  advertises to assign or sublet all or a portion\nof the Demised  Premises at a rental rate less than the rental rate  Landlord is\nthen asking for other space in the Building.\n\n      C. Further,  and as a condition of Landlord's consent to any assignment or\nsubletting:\n\n      (i) Tenant at the time of  requesting  Landlord's  consent shall not be in\nmaterial default under this Lease;\n\n      (ii) Each assignee of this Lease shall assume in writing all of the terms,\ncovenants  and  conditions  of this Lease on the part of Tenant  hereunder to be\nperformed and observed;\n\n      (iii) An original or duplicate  original of the  instrument  of assignment\nand  assumption  or of the  sublease  agreement  shall be  delivered to Landlord\nwithin (5) days following the making thereof;\n\n      (iv) Any  instrument  of  sublease  shall  specifically  state  that  each\nsublease is subject to all of the terms, covenants and conditions of this Lease;\n\n      (v)  Landlord  may bill and  Tenant  shall pay all  charges  estimated  by\nLandlord  (such estimate shall be subject to adjustment for underage and overage\nupon  ascertation  of actual  charges) to be due through the date of  assignment\n(without  relieving  Tenant or its assignee of the obligation to pay any balance\ndue when the actual charges are computed);\n\n      (vi) Each assignee  shall deposit with Landlord and each  sublessee  shall\ndeposit with  sublessor a sum equal to one month  Minimum Rent as an  additional\nsecurity deposit under the Lease;\n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       14\n\n\n      (vii) Any  portion  of the  Demised  Premises  to be sublet  shall  have a\nconfiguration  which does not  adversely  impact on the remainder of the Demised\nPremises and has direct access to the public corridor on the floor; and\n\n      (viii)  In the  event  that  this  Lease  shall be  terminated,  then,  at\nLandlord's  option,  sublessee  shall  attorn to  Landlord  pursuant to the then\nexecutory terms and conditions of this sublease,  except that Landlord shall not\n(1) be liable for any previous  act or omission of Tenant  under such  sublease,\n(2) be subject to any offset,  not  expressly  provided in such  sublease,  that\ntheretofore  accrued  to such  subtenant  against  Tenant or (3) be bound by any\nprevious  modification  of such  sublease or by any previous  prepayment of more\nthan one month's fixed rent or any additional rent then due.\n\n      If Tenant shall duly comply with all of the foregoing  then, as aforesaid,\nLandlord  shall not  unreasonably  withhold  its consent to such  assignment  or\nsubletting.\n\n      Notwithstanding  anything  contained  in  this  Article  to the  contrary,\nLandlord  shall not be  obligated to entertain or consider any request by Tenant\nto assign this Lease,  or sublet all or a part of the  Demised  Premises  unless\neach  request  by Tenant is  accompanied  by a  non-refundable  fee  payable  to\nLandlord in the amount of Seven Hundred  Fifty  ($750.00)  Dollars  representing\nLandlord's  administrative  costs and  expenses in  processing  each of Tenant's\nrequests.\n\n      D. It is agreed  that if  Landlord  shall  consent to such  assignment  or\nsubletting,  and Tenant  thereupon  assigns  this  Lease or  sublets  all or any\nportion of the  Demised  Premises,  then and in that event  Tenant  shall pay to\nLandlord, as Additional Rent, (i) in the event of an assignment during the first\ntwo years of the term  hereof,  the amount of all monies  received  by Tenant in\nexcess of the Minimum Rent and  additional  rent  payable by Tenant  pursuant to\nthis Lease for the corresponding period of such assignment and thereafter, fifty\n(50%) percent of such amount;  and (ii) in the event of a subletting  during the\nfirst two years of the term  hereof,  the  amount,  if any, by which the Minimum\nRent and  Additional  Rent  payable by the  sublessee to Tenant shall exceed the\nMinimum Rent plus Additional Rent allocable to that part of the Demised Premises\naffected by such  sublease,  pursuant to the  provisions  of this Lease plus the\namounts,  if any,  payable  by such  sublessee  to Tenant  pursuant  to any side\nagreement  as  consideration  (partial  or  otherwise)  for Tenant  making  such\nsubletting, and thereafter,  fifty (50%) percent of such amount. Such Additional\nRent payments  shall be made monthly within five (5) business days after receipt\nof the same by Tenant or within five (5) business  days after Tenant is credited\nwith the same by the  assignee  or  sublessee.  At the  time of  submitting  the\nproposed assignment or sublease to Landlord, Tenant shall certify to Landlord in\nwriting whether or not the assignee or sublessee has agreed to pay any monies to\nTenant in  consideration  of the making of the assignment or sublease other than\nas specified and set forth in such  instruments,  and if so Tenant shall certify\nthe amounts and time of payment thereof in reasonable detail.\n\n      E. If this Lease shall be assigned, or if the Demised Premises or any part\nthereof  be sublet or  occupied  by any person or  persons  other  than  Tenant,\nLandlord may, after default by Tenant, collect rent from the assignee, subtenant\nor occupant and apply the net amount collected (which may be treated by Landlord\nas rent or as use and occupancy) to the Minimum Rent and Additional  Rent herein\nreserved but no such  assignment,  subletting,  occupancy or  collection of rent\nshall be  deemed a waiver  of the  covenants  in this  Article,  nor shall it be\ndeemed an acceptance of the assignee,  subtenant or occupant as a tenant,  nor a\nrelease  of  Tenant  from the  full  performance  by  Tenant  of all the  terms,\nconditions and covenants of this Lease.\n\n      F. Each permitted assignee shall assume and be deemed to have assumed this\nLease and shall be and remain liable  jointly and severally  with Tenant for the\npayment of the Minimum Rent and Additional  Rent and for the due  performance of\nall the terms, covenants, conditions and agreements herein contained on Tenant's\npart  to be  performed  for  the  term  of  this  Lease  and  any  renewals  and\nmodifications  hereof.  No assignment  shall be binding on Landlord  unless,  as\nhereinbefore  provided,  such  assignee  or Tenant  shall  deliver to Landlord a\nduplicate  original of the instrument of assignment which contains a covenant of\nassumption by the assignee of all of the obligations  aforesaid and shall obtain\nfrom  Landlord the aforesaid  written  consent prior  thereto.  Any  assignment,\nsublease or agreement  permitting the use and occupancy of the Demised  Premises\nor any portion thereof,  to which Landlord shall not have expressly consented in\nwriting shall be deemed null and void and of no force or effect.\n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       15\n\n\n      G.  Tenant  agrees  that  notwithstanding  any  subletting  or  assignment\npermitted  by  Landlord,  no  other  or  further  assignment  of this  Lease  or\nsubletting of all or any part of the Demised Premises by Tenant or any person or\nentity claiming  through or under Tenant (except as provided in subparagraph (B)\nherein)  shall or will be made  except upon  compliance  with and subject to the\nprovisions of this Article.\n\n      H. No acceptance of rent by Landlord from a third party shall constitute a\nconsent to any assignment or subletting.\n\n      I. In lieu of  consenting  to any  subletting  or  assignment  as detailed\nabove,  the landlord shall have the option to cancel this Lease by giving Tenant\nwritten notice of its intention to do so, in which event such cancellation shall\nbecome  effective  on  the  effective  date  of  such  proposed   subletting  or\nassignment, with the same force and effect as if said cancellation date were the\ndate originally set forth as the expiration date of the term of this Lease.\n\n      J. It is specifically understood and agreed that if Tenant shall utilize a\nbroker, it shall designate Olmstead Properties, Inc. as its exclusive agent.\n\n78. NEW YORK STATE LAW: This Lease shall be construed and enforced in accordance\nwith the laws of the State of New York.\n\n79.  TRANSFER PLUS  ADDITIONAL  SECURITY:  Of the security herein referred to in\nParagraph  32, Tenant now has on deposit with the Landlord the sum of $35,000.00\nunder the terms and  conditions  of a lease dated as of October 18, 1973 between\nLandlord  and  Footlight  Parade,  Inc. as tenant,  which lease was  assigned to\nImclone  Systems  Incorporated  as of October 26, 1981 and further amended by an\nagreement  dated  October  8,  1985 and an  Additional  Space  and  Modification\nAgreement  dated  as of May  13,  1989  respectively  (hereinafter  collectively\nreferred  to as the  \"Lease\")  covering  the  entire 6th and 7th  floors,  which\nsecurity shall be  transferred to the within Lease.  The Tenant agrees that upon\nthe execution hereof to pay to Landlord an additional sum of $119,445.50, making\nthe total security deposit pursuant to Article 32 of the Lease $154,445.50.  The\nparties  agree  that at all times  during the term of the  Lease,  Tenant  shall\nmaintain a security  deposit with Landlord  equal to twice the total of the then\ncurrent monthly installment of basic annual rent and average monthly electricity\ncharges  payable by Tenant.  It is  expressly  understood  and agreed that on or\nbefore the date of any  increase in Minimum Rent as provided in Paragraph 41 (a)\n(i), the Tenant shall deposit with the Landlord  additional  security  required.\nAny failure or refusal on the part of Tenant to timely make any such  additional\nsecurity  deposit  may be  deemed by  Landlord  as a default  under  this  Lease\nequivalent to the non-payment of rent.\n\n80. AIR CONDITIONING: Tenant agrees that any air conditioning installed shall be\ninstalled in accordance with any applicable laws, rules and regulations.  Tenant\nspecifically  agrees  that  under  no  circumstances  shall it  install  any air\nconditioning units that extend beyond the building property line. Tenant further\nagrees that any air  conditioning  installed shall be installed in such a manner\nas to prevent any condensation  waste or water from dripping outside the window.\nFailure to comply  with the above shall be deemed a material  default  under the\nterms of this Lease. In addition,  Tenant agrees that if there currently  exists\nany air conditioning units that extend beyond the Building property line, Tenant\nshall be fully  responsible for any and all costs associated with the relocation\nof said units to ensure that nothing is extending  beyond the Building  property\nline.  In the event  Tenant  fails to  relocate  any air  conditioning  units as\naforesaid,  Landlord may relocate  same for the account of and at the expense of\nTenant by payment or otherwise, without investigation as to the validity thereof\nor any offsets or defenses thereto, and Tenant shall promptly reimburse Landlord\nas Additional  Rent for all costs,  disbursements,  fees and expenses  including\nwithout limitation, legal fees incurred in connection with the aforesaid.\n\n81. THE OTHER LEASE: It is understood and agreed between the parties hereto that\nthere exists a lease dated as of October 18, 1973 between Landlord and Footlight\nParade, Inc. as tenant, which lease was assigned to Imclone Systems Incorporated\non October  26, 1981 and which  lease was  amended by an  agreement  dated as of\nOctober 8, 1985 and which lease was further  amended  pursuant to an  Additional\nSpace and  Modification  Agreement  dated as of May 13, 1989 covering the entire\n6th and 7th floors in the Building.  Said lease as amended shall  hereinafter be\nreferred to as \n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/26\/99\n\n\n                                       16\n\n\nthe \"Other Lease\".  Provided and on condition  there exists no monetary  arrears\nbeyond any applicable notice and cure periods, the term of the Other Lease shall\ncease and  expire as of  December  31,  1998 and such date  shall be deemed  the\nexpiration  date of the Other  Lease,  provided,  however,  Tenant  shall pay to\nLandlord all unpaid rents and additional rents up to said expiration date of the\nOther Lease although subsequently billed.\n\n82. OVERTIME  ELEVATOR  SERVICE:  The Landlord agrees that the Tenant shall have\naccess to the building and to at least one (1) elevator to the Demised  Premises\non a  twenty-four  (24) hour a day basis,  seven days a week.  It is agreed that\nduring  non-business hours if the elevators  malfunction then the Landlord shall\nnot be responsible to arrange for the  commencement of repairs and restoring the\nelevator to service until normal business begins.  Nothing herein shall obligate\nthe Landlord to provide any additional  services (i.e.  heat,  freight  elevator\nservice etc.) other than specifically  contained in this Lease. Tenant agrees to\nfully cooperate with any and all after hours access systems or requirements that\nthe Landlord may impose.\n\n      IN WITNESS  WHEREOF,  the parties have  hereunto set their hands and seals\n(or in the case of a  corporation,  have had  their  proper  corporate  officers\nexecute this lease and affix their  corporate seals hereto) as of the date first\nabove written.\n\n                                    LANDLORD:\n\n                                    180 VARICK STREET CORPORATION\n\n                                    By:_________________________________________\n                                             Vice President\n\n                                    TENANT:\n\n                                    IMCLONE SYSTEMS INCORPORATED\n\n                                    By:_________________________________________\n\n                                                                 Please Initial:\n                                                        Tenant__________________\n                                                        Landlord________________\n\n                                                                Revised: 3\/16\/99\n\n\n                                       17\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7835],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9603,9579],"class_list":["post-41700","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imclone-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-land__ny","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41700","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41700"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41700"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41700"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41700"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}