Exhibit
10.4


LEASE
AGREEMENT BETWEEN


WOODRIDGE
HOLDINGS LLC and BIG T INVESTMENTS, LLC


AS
LANDLORD,


AND


DECODE
CHEMISTRY, INC.


AS TENANT


DATED
June 8, 2007


2501 W. DAVEY


WOODRIDGE,
ILLINOIS











BASIC
LEASE INFORMATION


	
  Lease Date: 

  	
  June 8, 2007

  
	
   

  	
   

  
	
  Landlord: 

  	
  Woodridge Holdings LLC, an Oregon limited liability
  company and Big T Investments, LLC, an Oregon limited liability company

  
	
   

  	
   

  
	
  Tenant: 

  	
  deCODE Chemistry, Inc., an Ilinois corporation

  
	
   

  	
   

  
	
  Premises: 

  	
  The Premises consist of the entire building
  containing approximately 102,230 square feet, commonly known as 2501 W. Davey
  Road, Woodridge, Ilinois (the “Building”), along with the land on which the
  Building is located and is legally described on Exhibit A, and includes the
  driveways, parking areas, loading dock areas, roadways, and similar
  improvements and easements associated with the land or the use or operation
  of the Building (collectively the “Premises”).

  
	
   

  	
   

  
	
  Term: 

  	
  Seventeen (1 7) years, commencing on the
  Commencement Date and ending on the last day of the 204th full calendar month
  following the Commencement Date.

  
	
   

  	
   

  
	
  Option to Renew: 

  	
  Two (2) successive options to renew for five (5)
  years each.

  
	
   

  	
   

  
	
  Commencement Date: 

  	
  The term of this Lease shall commence on the
  Commencement Date, which shall be the date of the acquisition of the Premises
  by Landlord pursuant to that certain Agreement of Purchase and Sale dated
  Februar 5, 2007, by and between Landlord as Buyer and Tenant as Seller (the
  “Purchase Agreement”).

  
	
   

  	
   

  
	
  Basic Rent: 

  	
  Basic Rent shall be the following amounts for the
  following periods of time:

  



 


	
  1-12

  	
   

  	
  $

  	
  163,083.33

  	
   

  	
  $

  	
  1,956,999.96

  	
   

  
	
  13-24

  	
   

  	
  $

  	
  167,160.41

  	
   

  	
  $

  	
  2,005,924.92

  	
   

  
	
  25-36

  	
   

  	
  $

  	
  171,339.42

  	
   

  	
  $

  	
  2,056,073.04

  	
   

  
	
  37-48

  	
   

  	
  $

  	
  175,622.91

  	
   

  	
  $

  	
  2,107,474.92

  	
   

  
	
  49-60

  	
   

  	
  $

  	
  180,013.48

  	
   

  	
  $

  	
  2,160,161.76

  	
   

  
	
  61-72

  	
   

  	
  $

  	
  184,513.82

  	
   

  	
  $

  	
  2,214,165.84

  	
   

  
	
  73-84

  	
   

  	
  $

  	
  189,126.67

  	
   

  	
  $

  	
  2,269,520.04

  	
   

  
	
  85-96

  	
   

  	
  $

  	
  193,854.84

  	
   

  	
  $

  	
  2,326,258.08

  	
   

  
	
  97-108

  	
   

  	
  $

  	
  198,701.21

  	
   

  	
  $

  	
  2,505,125.52

  	
   

  
	
  109-120

  	
   

  	
  $

  	
  203,668.74

  	
   

  	
  $

  	
  2,444,024.88

  	
   

  
	
  121-132

  	
   

  	
  $

  	
  208,760.46

  	
   

  	
  $

  	
  2,384,414.52

  	
   

  
	
  133-144

  	
   

  	
  $

  	
  213 ,979.47

  	
   

  	
  $

  	
  2,567,753.64

  	
   

  
	
  145-156

  	
   

  	
  $

  	
  219,328.96

  	
   

  	
  $

  	
  2,631,947.52

  	
   

  
	
  157-168

  	
   

  	
  $

  	
  224,812.18

  	
   

  	
  $

  	
  2,697,746.16

  	
   

  
	
  169-180

  	
   

  	
  $

  	
  230,432.48

  	
   

  	
  $

  	
  2,765,189.76

  	
   

  
	
  181-192

  	
   

  	
  $

  	
  236,193.29

  	
   

  	
  $

  	
  2,834,319.48

  	
   

  
	
  193-204

  	
   

  	
  $

  	
  242,098.12

  	
   

  	
  $

  	
  2,905,177.44

  	
   

  



 


	
  Lease
  Month:

  	
  Each calendar month during the Term (and if the
  Commencement Date does not occur on the first day of a calendar month, the
  period from the Commencement Date to the first day of the next calendar month
  shall be included in the first Lease Month for purposes of determining the
  duration of the Term and the monthly Basic Rent rate applicable for the
  partial month).

  
	
   

  	
   

  
	
  Additional Rent: 

  	
  All amounts which Tenant is required to pay pursuant
  to the Lease (other than Basic Rent) including Operating Costs, Taxes and
  Insurance Costs.

  
	
   

  	
   

  
	
  Rent: 

  	
  Basic Rent, Additional Rent, and all other amounts
  that Tenant must pay under the Lease. 

  
	
   

  	
   

  
	
  Permitted Use: 

  	
  General offce/laboratory/research or any other
  lawful purpose.

  
	
   

  	
   

  
	
  Guarantors: 

  	
  deCODE Genetics, Inc~ and MediChem Life Sciences,
  Inc.

  
	
   

  	
   

  
	
  Tenant’s Address: 

  	
  deCODE Chemistry, Inc.

  
	
   

  	
  2501 W. Davey Road

  
	
   

  	
  Woodridge, IL 60517

  
	
   

  	
  Attn:   Chris Tauer

  
	
   

  	
   

  
	
  Landlord’s Address: 

  	
  c/o Terrell Group Management, Inc.

  
	
   

  	
  5300 Meadows Road - Suite 400

  
	
   

  	
  Lake Oswego, Oregon 97035

  
	
   

  	
  Attn:   Scott Miler

  



 











 


	
  Guarantors’

  	
  deCODE Genetics, Inc.

  	
  MediChem Life Sciences, Inc.

  
	
  Addresses:

  	
  1000 Winter Street - Suite 3100

  	
  2501 W. Davey Road

  
	
   

  	
  Waltham, Massachusetts 02451

  	
  Woodridge, Ilinois 60517

  



 


Appendix and Exhibits to
Lease:


	
  Appendix 1:

  	
  Definitions

  
	
  Exhibit A:

  	
  Legal Description

  
	
  Exhibit B:

  	
  Prevailing Market Rent

  
	
  Exhibit C:

  	
  Location of New Space

  
	
  Exhibit D:

  	
  Ground Lease Parcel

  
	
  Exhibit E:

  	
  DeCode Guaranty

  
	
  Exhibit F:

  	
  Insurance

  
	
  Exhibit G:

  	
  Letter of Credit

  
	
  Exhibit H:

  	
  Terrell Guaranty

  
	
  Exhibit I:

  	
  Reverse Exchange Addendum

  



 


The Basic Lease
Information is incorporated into and made a part of the Lease. If any conflict
exists between any Basic Lease Information and the Lease, the Lease controls.


	
  LANDLORD:

  	
  Woodridge Holdings LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick Terrell

  	
   

  
	
   

  	
  Name:

  	
  Patrick Terrell

  	
   

  
	
   

  	
  Title:

  	
  Manager

  	
   

  
	
   

  	
   

  
	
  

  	
  Big T Investments, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick Terrell

  	
   

  
	
   

  	
  Name:

  	
  Patrick Terrell

  	
   

  
	
   

  	
  Title:

  	
  Manager

  	
   

  
						



 


 


	
  TENANT:

  	
  deCODE Chemistry, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Tauer

  	
   

  
	
   

  	
  Name:

  	
  Chris Tauer

  	
   

  
	
   

  	
  Title:

  	
  US Controller

  	
   

  
						



 
















LEASE


THIS
LEASE (this “Lease”)
between Woodridge Holdings LLC, an Oregon limited liability company and Big T
Investments, LLC, an Oregon limited liability company, jointly and severally (“Landlord”), and deCODE Chemistry, Inc., an Ilinois
corporation (“Tenant”), is dated June 8, 2007.


1.                                    Definitions
and Basic Provisions.  The
definitions and basic provisions set forth in the Basic Lease Information
executed by Landlord and Tenant contemporaneously with this Lease and in Appendix
1 along with the Exhibits are incorporated into this Lease by reference for all
purposes.


2.                                    Lease
Grant.  Subject to the terms of
this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the
Premises for the Term and for its sole and exclusive use.


3.                                    Term:
Option to Renew.  The term of
this Lease shall commence on the Commencement Date and end the last day of the
204th full calendar month following the Commencement Date. Provided that this
Lease has not been terminated as a result of condemnation or casualty as set
forth in Sections 15 and 16 hereof, and further provided that there is no
uncured Event of Default at the time of exercise of the First Option or Second
Option, as such terms are defined herein, Tenant may extend the initial Term of
this Lease for a renewal period of five (5) years (“First Option”) and if the
First Option is exercised, a second renewal period of five years thereafter (“Second
Option”). To exercise the First Option or Second Option, Tenant must serve
written notice to Landlord not less than 12 months before the scheduled
expiration of the initial Term or First Option, as the case may be. The renewal
period shall be deemed part of the Term and shall be on the same terms and
conditions as set forth in this Lease, except the Basic Rent for the First
Option or Second Option, as the case may be, will be the “Prevailing Market
Rent” as defined and computed in accordance with Exhibit B attached hereto.


4.                                    Possession.  Tenant is currently in possession of the
Premises and wil remain in possession on the Commencement Date.


5.                                    Condition
of Premises.  Landlord has made
no promise to alter, remodel, or improve the Premises and no representation
respecting the condition of the Premises to Tenant. Tenant has examined the
Premises, is fully familiar with its physical condition, and accepts the
Premises in its present condition “AS IS” and “WHERE IS” as of the date of this
Lease with no express or implied waranties as to the condition thereof
(environmental or otherwise).



 1
 









6.                                    Rent.


a.                                     Payment.
Tenant shall timely pay to Landlord the Rent, by wire transfer to  Landlord’s account as provided by Landlord by time to time
or as otherwise specified by Landlord in writing to Tenant. Tenant must pay
Basic Rent monthly in advance. Basic Rent for the month in which Landlord
purchases the Premises pursuant to the Purchase Agreement shall be prorated
from the Commencement Date to the end of the month in which the Closing occurs.
Tenant must pay all subsequent installments of Basic Rent on the first day of
each month thereafter throughout the remainder ofthe Term.


b.                                     Additional
Rent. Landlord and Tenant acknowledge and agree that this Lease shall
be and constitute what is generally referred to as an “absolute net” lease such
that Tenant shall be obligated hereunder to pay all costs and expenses incurred
with respect to and associated with the Premises including, but not limited to,
all Operating Costs, Insurance Costs, Taxes and costs relating to Hazardous
Materials, which amounts shall constitute Additional Rent. If Tenant shall fail
to pay any Additional Rent, Landlord shall have the right to pay the same and
to have all rights, powers, and remedies with respect thereto as provided
herein or by law in the case of non-payment of Basic Rent.


c.                                     New Space Additional Rent. In the
event Tenant exercises its right to build out and improve the New Space, as
such term is defined in Section 9(a) below, prior to Tenant commencing
construction of the improvements for the New Space, Landlord shall have the
right, but not the obligation, to elect to pay for the cost of the New Space
improvements (the “New Space Improvements”) provided the Landlord and Tenant
are able to mutually agree upon the additional rent for the New Space
Improvements.. In the event Landlord and Tenant are not able to reach a mutual agreement
on the additional rent to be paid for the New Space Improvements, Landlord’s
right to pay for the New Space Improvements shall be deemed null and void.


d.                                     Late
Payment.  If any payment of Rent
is not received within five (5) days after the date such payment was due, an
additional amount equal to three percent (3%) of the amount due shall be added
as Additional Rent, which amount shall be immediately due and payable by
Tenant. In addition, all past due payments shall bear interest at the lesser of
(a) one and one half percent (1.5%) per month from the date such payment was
due until such payment is paid or (b) the maximum annual lawful rate of
interest.


7.                                    Due
Performance.  Tenant shall
perform all of its obligations under this Lease at its sole cost and expense,
and shall pay all Basic Rent and Additional Rent when due, without notice or demand,
except as expressly set forth herein.


8.                                    Wavier
of Landlord’s Lien.  Landlord
hereby waives and relinquishes any and all liens, statutory or otherwise, it
may now have or hereafter have, or hold in and to all or any portion of



 2
 









Tenant’s property which
may from time to time be located on or in the Building, provided, however, that
this waiver shall not apply to any fixtures other than Tenant’s moveable trade
fixtures, or any other Tenant’s propert which is affixed to or installed within
a specifically designed part of the Premises so that its removal would decrease
the usability of the Premises. Upon Tenant’s request therefore, Landlord shall
execute and deliver such instruments and agreements as Tenant may reasonably
request for the confirming or evidencing such waiver.


9.                                    Improvements:
Alterations: Tenant’s Maintenance and Repair Obligations.


a.                                     Improvements:
Alterations.  Tenant shall not
make or cause to be made any structural alterations or physical additions in or
to the Building that cost in excess of $250,000 during any calendar year
without Landlord’s prior written consent, which Landlord wil not unreasonably withhold,
condition, or delay. Landlord’s approval may be conditioned upon receipt by
Landlord of reasonable assurance that (i) the proposed alteration or physical
addition will not reduce the value of the Building, (ii) that Tenant has
suffcient available funds to complete the work on a lien free basis, and, if
approval of such work is required by Landlord’s Mortgagee and that (iii)
Landlord’s Mortgagee has approved the work. If approved, Tenant shall
construct, maintain, and use all alterations, additions, and improvements at
its risk and expense, in accordance with all Laws and plans and specifications
which have been previously submitted to and approved in writing by Landlord. Landlord’s
consent to or approval of any alterations, additions, or improvements (or the
plans for them) shall not constitute a representation or warranty by Landlord,
nor Landlord’s acceptance, that they comply with sound architectural or
engineering practices or with any Laws, and Tenant shall be solely responsible
for ensuring that compliance. Notwithstanding the foregoing, it is agreed and understood
that Landlord has consented to Tenant’s right to build out and improve
approximately 28,000 square feet of space located within the Building for
additional laboratory or office use (“New Space”) and, except for receipt of
the assurances expressly set forth above, no further Landlord consent or
approval is required. The approximate location of the New Space is depicted on
the Building plan attached hereto as Exhibit C. Tenant shall, at its sole cost
and expense, make all improvements or alterations to the Building required to
comply with any law, statute, ordinance or governental regulation applicable to
the use or occupancy of the Building by Tenant.


b.                                     Repairs:
Maintenance.  Tenant shall
maintain the Premises in a clean, safe, and operable condition, and shall not
permit any waste to any portion of the Premises. Additionally, Tenant, at its
sole expense, shall repair, replace, and maintain, reasonable wear and tear
excepted, all portions of the Building and all areas and systems serving the
Building, including the Building’s Structure, Building’s Systems and Building
Access to at least the Class A offce and life science building condition.
Tenant, at is own expense, wil maintain all parts of the Premises in good
repair and condition and wil take all action and will make all structural and
nonstructural, foreseen and unforeseen and ordinar and extraordinar changes and
repairs which may be required to keep all parts of the Premises in good repair
and condition (including, but not limited to, all painting, glass, flooring, utilities,
conduits, fixtures and equipment, foundation, roof, exterior walls, heating and
air conditioning systems, wiring, plumbing, sprinkler systems and other
utilities, and all paving, sidewalks, roads, parking areas, curbs, gutters and
fences and other components of the Premises, whether enumerating herein or
not). Landlord shall not be required to maintain, repair or rebuild any par of
the premises. Tenant waives the right to require Landlord to maintain, repair
or rebuild all or any part of the Premises or make repairs at the expense of
Landlord pursuant to any legal



 3
 









requirement, agreement,
contract, covenant, condition or restriction at any time. If Tenant fails to
make or commence such repairs or replacements, and such failure continues for a
period of 30 days following written notice from Landlord, the Landlord may, but
shall not be obligated to, make such repairs or replacements, and Tenant wil
pay to Landlord the cost of all maintenance, repair, or replacement work
performed by Landlord under this Section 8 within 30 days after Tenant receives
an invoice from Landlord.


c.                                     Mechanic’s
Liens. Tenant shall not permit any mechanic’s liens to be fied against
the Premises in connection with any work done or caused by a Tenant Par. If a
lien is filed, then Tenant shall, within 10 business days after Landlord has
delivered notice of the fiing of the lien to Tenant (or sooner if necessar to
prevent the forfeiture of the Premises or any interest of Landlord in the
Premises, or the imposition of a civil or criminal fine), either pay the amount
of the lien and cause the lien to be released of record, or diligently contest
the lien and deliver to Landlord a bond or other security reasonably satisfactory
to Landlord. If Tenant fails to take either action in a timely maner, then
Landlord may pay the lien claim, and Tenant must pay to Landlord any amounts Landlord
pays, including expenses and interest, within 30 days after Landlord delivers
an invoice for those amounts to Tenant.


10.                             Utilties.
Tenant shall obtain in its own name, and pay the utility companies or other provider
directly for, all water, gas, electricity, heat, telephone, sewer, sprinkler
charges, and other utilities and services used at the Premises. Except in cases
of Landlord’s negligence or wilful misconduct, Landlord shall not be liable for
any interrption or failure of utility service to the Premises.


11.                             Use.
Tenant shall use the Premises only for the Permitted Use as set forth in the
Basic Lease Information.


12.                             Assingment
and Subletting.


a.                                     Transfers.
Except for any Permitted Transfer, which Tenant may make without the consent of
Landlord, but subject to compliance with Section 11 (d) below, Tenant shall not
Transfer this Lease or any estate or interest in the Lease or the Premises
without the prior written consent of Landlord, which Landlord wil not
unreasonably withhold, condition, or delay.


b.                                     Request
for Consent. If Tenant requests Landlord’s consent to a Transfer, then,
at least 30 days before the effective date of the proposed Transfer, Tenant
shall provide Landlord with a written description of all terms and conditions
of the proposed Transfer, copies of the proposed documentation, and the
following information about the proposed transferee: (i) name and address; (ii)
reasonably satisfactory information about its business and business history;
(iii) its proposed use of the Premises; (iv) baning, financial, and other
credit information; and general references sufficient to enable Landlord to
determine the proposed transferee’s creditworthiness and (iv) such other information
as may be required pursuant to the terms of any agreement between Landlord and
the holder of any financial encumbrance on the Building. Tenant shall reimburse
Landlord for all costs or expenses incurred by Landlord in connection with its
review and analysis of the material provided by Tenant regardless of whether
consent is given, not to exceed $2,500 per review. Subject to Sections 12 (e)
and 12 (f) below, in consideration of the granting of consent to a Transfer,
Tenant shall pay to



 4
 









Landlord an amount equal
to all consideration given to Tenant or any affiliate of Tenant for such transfer,
including any rent payable to Tenant in excess of the Rent payable by Tenant to
Landlord under the Lease.


c.                                     Conditions
to Consent.  No Transfer shall
release Tenant from its obligations under this Lease, but rather Tenant and its
transferee shall be jointly and severally liable. Landlord’s consent to any
Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If
an Event of Default occurs while the Premises are subject to a Transfer, then
Landlord, in addition to its other remedies, may collect directly from the
transferee all rents becoming due to Tenant and apply those rents against Rent.
Tenant authorizes its transferees to pay rent directly to Landlord upon receipt
of notice from Landlord to do so following the occurrence of an Event of
Default.


d.                                     Permitted
Transfers.  Tenant shall notifY
Landlord at least 10 business days before any Permitted Transfer. Tenant shall
remain liable for the performance of all of the obligations of Tenant under
this Lease before, during and after any Permitted Transfer. Additionally, the Permitted
Transferee shall comply with all of the terms and conditions of this Lease,
including the Permitted Use. No later than 10 days after the effective date of
any Permitted Transfer, Tenant agrees to furnish Landlord with (i) copies of
the instruent effecting the Permitted Transfer, and (ii) evidence of insurance
as required under this Lease with respect to the Permitted Transferee. The
occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any
subsequent Transfers. Any subsequent Transfer by a Permitted Transferee shall
be subject to the terms of this Section 12.


e.                                     Excess
Rent.  If Tenant’s Transfer is
approved by Landlord, 50% of the total rent received in excess of the Basic
Rent and any Additional Rent by Tenant, after deduction and reimbursement of
Tenant’s out of pocket costs and expenses incurred in connection with such Transfer,
including, but not limited to, marketing and brokerage fees, legal fees and
construction buildout or allowance for improvements to the Premises, shall be
paid by Tenant to Landlord as Additional Rent under this Lease. The requirement
of this Section 12 (e) shall not apply to a Permitted Transfer.


f.                                       Recapture.  Despite anything contained in this
Section 12, Landlord shall have the option, by giving written notice to Tenant
within 10 business days after receipt of Tenant’s notice of any proposed
sublease or assignment to recapture the portion of the Premises that Tenant
proposes to sublease or assign (the “Recapture Space”). Such recapture notice
shall cancel and terminate this Lease as to the Recapture Space as of the date
stated in Tenant’s notice as the effective date of the proposed sublease or
assignment, unless Tenant revokes Tenant’s notice of proposed sublease or assignment
by notice to Landlord within 10 business days after landlord’s notice of
recapture. Upon recapture, the Basic Rent and Additional Rent shall be adjusted
and reduced based upon square footage of the Recapture Space that is no longer
part of the Premises. This Section 12 (f) shall not apply to a Permitted
Transfer.


13.                             Insurance.  Together with each Rent Payment, Tenant
shall pay to Landlord an amount equal to one twelfth (1/12th) the estimated
annual premiums for the insurance which Tenant is required to maintain. Funds
paid by Tenant shall be deposited and maintained in a segregated interest bearing
account with the interest eared thereon credited to Tenant and added to the
account. Funds deposited by Tenant shall be disbursed to pay insurance premiums
as and when due. If, at any time, Landlord reasonably determines that it will
not have received suffcient funds from Tenant to pay the



 5
 









insurance premiums as and
when due, Landlord may provide notice to Tenant of the amount of the shortfalL.
Tenant shall pay to Landlord, within thirt (30) days after the date of such
notice, the amount of the shortfall so that Landlord wil have received
suffcient funds to pay the insurance premiums in full as and when due.
Effective as of the Commencement Date and continuing throughout the Term,
Tenant shall maintain insurance policies meeting, at a minimum, the standards
described on Exhibit “F.” Tenant’s insurance shall be primary and any insurance
maintained by Landlord or any other additional insureds shall be excess and
noncontributory. Tenant shall furnish to Landlord certificates of insurance
evidencing the maintenance of all insurance coverages required under this Lease
no later than the Commencement Date and at least 30 days before each renewal of
the insurance. Tenant shall obtain a written obligation from each insurance
company to notity Landlord at least 30 days before cancellation or a material
change of any insurance policy. If Tenant fails to comply with the insurance
requirements under this Lease or to deliver to Landlord the required certificates
or evidence of coverage, Landlord, in addition to any other remedy available
pursuant to this Lease or otherwise, may, but shall not be obligated to, obtain
the insurance, and Tenant shall pay to Landlord on demand the premiums for the
insurance. Landlord’s Mortgagee must be listed on propert certificates as First
Mortgagee and Loss Payee and on Liability Certificates as Additional Insured.
All policies must provide that coverage in favor of Lender’s Mortgagee may not
be impaired in any way by any act, omission or default of Landlord or any other
person.


14.                             Subordination.  If a Landlord’s Mortgagee agrees in
writing (in a form reasonably acceptable to Tenant and the Landlord’s
Mortgagee) that so long as Tenant shall faithfully discharge the obligations on
its part to be kept and performed under the terms of this Lease, its tenancy
shall not be disturbed nor shall this Lease be affected by any default of
Landlord under a Mortgage, then this Lease shall be subordinate to any Mortgage
that now or subsequently covers all or any part of the Premises. The provisions
of this section shall be self-operative, and no further instrument of subordination
is required. If, however, a Landlord’s Mortgagee requires confirmation of the subordination,
Tenant shall execute a subordination, non-disturbance and attornent agreement
in form reasonably acceptable to Tenant and the Landlord’s Mortgagee. Any
Landlord’s Mortgagee may elect, at any time, unilaterally, to make this Lease
superior to its Mortgage or other interest in the Premises by notitying Tenant
in writing.


15.                             Condemnation.


a.                                     Total
Taking.  If a Taking of the
entire Building occurs, this Lease shall terminate as of the date of the
Taking.


b.                                     Partial
Taking.  If any material portion
of the Building or existing parking spaces becomes subject to a Taking so as to
prevent Tenant from permanently conducting its business in a manner reasonably
comparable to that conducted immediately before the Taking, then Tenant may terminate
this Lease as of the date of the Taking by giving written notice to Landlord
within 30 days after the Taking, and Rent shall be apportioned as of the date
of the Taking. If the Lease is not terminated, it shall continue as to that
portion of the Premises that shall not be subject to the Taking, in which event
Tenant shall, following receipt of adequate condemnation proceeds from the
Landlord for the Taking (or, at Tenant’s election, Landlord shall, at Landlord’s
sole cost and expense) promptly and with due diligence restore the Premises in
nearly as practicable to a complete unit of like quality and character as
existed just prior to the partial Taking, provided, however, Basic Rent shall
be reduced



 6
 









based upon the then
applicable per-square foot Base Rent as to that portion of the Premises
rendered untenantable by the Taking.


c.                                     Temporary
Taking.  If all or any part of the
Building becomes subject to a Taking for 12 months or less, this Lease shall
remain in full force and effect and Tenant shall continue to perform all of the
terms, conditions, and covenants of this Lease, except that Rent shall abate
for the portion of the Building taken until Tenant is again able to conduct its
business in that space. d. Award. If any Taking occurs, the Landlord shall
receive the entire award or other compensation in connection with the
improvements to the Building provided, however, if Tenant shall have
constructed additional improvements or shall not have fully amortized
expenditures which it may have made on account of any improvements,
alternations or changes to the Building made after the date of this Lease,
Tenant shall be entitled to seek a separate award for the interrption of Tenant’s
business, moving costs, loss of its leasehold estate and loss of all equipment,
furnishings, furniture and other trade fixtures installed by Tenant. The
provisions of this Section 15 shall survive the termination of the Lease.


16.                             Fire
or Other Casualty.


a.                                     Notice.
Tenant shall promptly notity Landlord if the Building, or any portion thereof,
is damaged by fire or other casualty.


b.                                     Damage
Readily Reparable. If the Building is damaged by a casualty, and if the
cost of the repair is less than $1,000,000, or if the Building can be repaired
and restored within 12 months after the casualty, then Landlord shall,
following receipt of adequate casualty insurance proceeds, repair and restore
the damage with reasonable promptness and as nearly as practicable to a complete
unit of like quality and character as existed just prior to the casualty and in
accordance with any reasonable requirements that may be imposed by Landlord’s
Mortgagee for the use of such insurance proceeds for restoration. In the event
Landlord’s mortgagee does not make the casualty insurance proceeds available
for repair or restoration, Tenant, may terminate this Lease effective as of the
date of the casualty.


c.                                     Damage
Not Readily Repairable. If the Building is completely destroyed by a casualty,
then this Lease shall terminate effective as of the date of the casualty. If a
casualty renders the Building untenantable, in whole or in part, and if, in
Landlord’s reasonable judgment, the damage cannot be repaired and restored
within 360 days after the casualty, then either par shall have the right to
terminate this Lease as of the date of the casualty, by written notice to the
other within 30 days after Landlord gives Tenant the notice containing the
estimate of the time period to complete the repairs, which Landlord shall
deliver to Tenant within 30 days after Landlord receives notice of the casualty
(it being understood that Landlord may, if it elects to do so, give notice of
termination together with notice containing the estimate of time to complete
repairs). If neither par elects to terminate this Lease, then Landlord shall
repair and restore the damage with reasonable promptness and as nearly as practicable
to a complete unit of like quality and character as existed just prior to the
casualty. Landlord’s work shall not include the repair, replacement or
restoration of Tenant’s trade fixtures or personal propert.



 7
 









17.                             Taxes.  Together with each Rent Payment, Tenant
shall pay to Landlord an amount equal to one twelfth (1/12th) the estimate
anual real propert taxes on the Premises. Funds paid by Tenant shall be
deposited and maintained in a segregated interest bearing account with the
interest eared thereon credited to Tenant and added to the account. Funds
deposited by Tenant shall be disbursed to pay real propert taxes as and when
due. If, at any time, Landlord reasonably determines that it wil not have
received suffcient funds from Tenant to pay the Taxes as and when due, Landlord
may provide notice to Tenant of the amount of the shortfalL. Tenant shall pay
to Landlord, within thirt (30) days after the date of such notice, the amount
of the shortfall so that Landlord will have received suffcient funds to pay the
Taxes in full as and when due. Tenant shall be liable for all Taxes that are
due and payable during the Term. Landlord shall provide Tenant with a copy of
the tax bills promptly upon Landlord’s receipt and in suffcient time so as to
allow the Taxes to be paid by Tenant on or before the due date of the Tax bilL.
Taxes for the last year of the Term shall be prorated and apportioned between
Landlord and Tenant to coincide with the end of the Term, such that Tenant only
pays Taxes that are due and payable during the Term. For any Taxes constituting
special assessment and the like that are payable over a period of years rather
than a lump sum, only such installments that are due during the Term shall be
paid by Tenant. Tenant shall have the right to contest the validity or the
amount of any Taxes by such proceedings as may be appropriate and pay the same
under protest or take such other action as Tenant may reasonably deem
appropriate, provided that Tenant indemnifies the Landlord from any expense or
liability arising out of such contest. Landlord shall, at Tenant’s expense,
cooperate in the prosecution of any such proceedings filed by Tenant and wil execute
any documents which Landlord may be required to execute in connection with such
proceedings. Tenant shall be entitled to all refunds paid by the taxing
authority for Taxes paid by Tenant during the Term. Any adjustment to Taxes
occurring during the Term shall inure to the benefit of Tenant, regardless of
when such adjustment is finally determined.


18.                             Remedies.  Upon any Event of Default, Landlord may,
in addition to all other rights and remedies afforded Landlord under this
Lease, at law, or in equity, take anyone or more of the following actions:


a.                                     Termination
of Lease.  Terminate this Lease by
giving Tenant written notice of termination, in which case Tenant shall
immediately surrender the Premises to Landlord. If Tenant fails to surrender
the Premises, Landlord may, in compliance with applicable Law and without prejudice
to any other right or remedy, enter upon and take possession of the Premises.
If Landlord terminates the Lease, Tenant shall pay to Landlord the sum of all
Rent accrued under this Lease through the date of termination.


b.                                     Termination
of Possession.  Terminate Tenant’s
right to possess the Premises without terminating this Lease by giving written
notice to Tenant, in which case Tenant shall immediately surrender the Premises
to Landlord. If Tenant fails to surrender the Premises, Landlord may, in
compliance with applicable Law and without prejudice to any other right or
remedy, enter upon and take possession of the Premises. Notwithstanding
termination of Tenant’s right to possess the Premises, Tenant shall continue to
be responsible to Landlord for all Rent and other amounts due under this Lease
subject only to Landlord’s obligation under applicable law, if any, to mitigate
its damages. If Landlord elects to proceed under this Section 17(b), Landlord
may remove all of Tenant’s propert from the Premises and store the same in a
public warehouse or elsewhere at the cost of, and for the account of, Tenant.
Landlord shall use reasonable efforts to relet the Premises on such terms as



 8
 









Landlord in its
reasonable discretion may determine (including a term different from the Term,
rental concessions, and alterations to, and improvement of, the Premises).
Tenant shall not be entitled to the excess of any consideration obtained by
reletting over the Rent due under this Lease. Reentry by Landlord in the
Premises shall not affect Tenant’s obligations under this Lease for the
unexpired Term, and Landlord may, from time to time, bring an action against
Tenant to collect amounts due by Tenant, without the necessity of Landlord’s
waiting until the expiration of the Term. If Landlord elects to proceed under
this Section 18(b), it may at any time elect to terminate this Lease under
Section 18(a);


c.                                     Perform
Acts on Behalf of Tenant.  Perform
any act Tenant is obligated to perform under the terms of this Lease (and enter
upon the Premises to do so if necessary) in Tenant’s name and on Tenant’s
behalf, and Tenant shall reimburse Landlord on demand for all expenses that Landlord
incurs in effecting compliance with Tenant’s obligations under this Lease
(including, but not limited to, collection costs and legal expenses).


19.                             Waiver.  Landlord’s acceptance of Rent following
an Event of Default shall not waive Landlord’s rights regarding the Event of
Default. No waiver by Landlord of any violation or breach of any of the terms
contained in this Lease shall waive Landlord’s rights regarding any future
violation of that term. Landlord’s acceptance of any parial payment of Rent
shall not waive Landlords rights with regard to the remaining portion of the
Rent that is due, regardless of any endorsement or other statement on any
instrument delivered in payment of Rent or any writing delivered in connection
with the payment of Rent. Accordingly, Landlord’s acceptance of a partial
payment of Rent shall not constitute an accord and satisfaction of the full
amount of the Rent that is due.


20.                             Cumulative
Remedies.  All remedies set forth
in this Lease: (a) shall be in addition to any and all other remedies Landlord
may have at law or in equity, (b) shall be cumulative, and (c) may be pursued
successively or concurrently as Landlord may elect. The exercise of any remedy
by Landlord shall not be deemed an election of remedies or preclude Landlord
from exercising any other remedies in the future.


21.                             Surrender
of Premises.  At the expiration
or termination of this Lease, Tenant shall deliver to Landlord the Premises in
substantially the same condition as they are in on the Commencement Date,
reasonable wear and tear excepted (condemnation and casualty damage excepted)
and shall deliver to Landlord all keys to the Premises. Tenant may remove all
removable trade fixtures, furniture, and personal propert placed in the
Premises or elsewhere in the Building by Tenant except ordinary kitchen
appliances, counters, cabinets, sinks and other plumbing fixtures. Notwithstanding
the foregoing, Tenant may, from time to time, provide Landlord with a list of personal
propert items it believes should be removable upon termination of this Lease,
which items may be removed, with the consent of Landlord, which consent shall
not be unreasonably withheld, delayed or conditioned. Tenant shall repair all
damage caused by the removal of its trade fixtures, personal propert,
furniture, alterations, and improvements. All items that Tenant fails to remove
shall, at Landlord’s option, be deemed to have been abandoned by Tenant and may
be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord,
provided, however, that Landlord may require Tenant to remove any abandoned
item at Tenant’s sole cost and expense.


22.                             Holding
Over.  If Tenant fails to vacate
the Premises at the end of the Term, then Tenant shall be a month-to-month
tenant, and (a) Tenant shall pay, in addition to the other Rent, Basic



 9
 









Rent equal to 150% of the
Basic Rent payable during the last month of the Term, and (b) Tenant shall otherwise
continue to be subject to all of Tenant’s obligations under this Lease.


23.                             Environmental
Requirements.


a.                                     Prohibition
against Hazardous Materials.  Except
for Hazardous Materials contained in products used by Tenant relating to the
operation of its business, including research and development, and provided
such use and storage is in accordance with all Environmental Requirements and
excluding Hazardous Materials contained in products used by Tenant in normal quantities
for ordinar offce use, maintenance or cleaning purposes, Tenant shall not cause
any par to bring any Hazardous Materials upon the Premises or transport, store,
use, generate, manufacture, dispose, or release any Hazardous Materials on or
from the Premises. Tenant, at its sole cost and expense, shall operate its
business in the Building in compliance with all Environmental Requirements. Tenant
shall promptly deliver to Landlord a copy of any notice of violation it
receives relating to the Premises of any Environmental Requirement.


b.                                     Removal
of Hazardous Materials. Tenant, at its sole cost and expense, shall remove
or remediate all Hazardous Materials stored, disposed of, or otherwise released
by a Tenant Par onto or from the Premises after the date of this Lease, in a
maner that complies with all Environmental Requirements. If Tenant fails to
perform the work within the time period specified by applicable Environmental
Requirements or before Tenant’s right to possession terminates or expires (whichever
is earlier), Landlord may at its discretion, and without waiving any other
remedy available under this Lease or at law or in equity (including an action
to compel Tenant to perform the work), perform the work at Tenant’s cost.
Tenant shall pay all costs incurred by Landlord in performing the work within
30 days after Landlord’s request. Tenant agrees to not enter into any agreement
with any person, including any governental authority, regarding the removal of
Hazardous Materials that have been disposed of or otherwise released onto or
from the Premises without the written approval of Landlord.


c.                                     Tenant’s
Indemnity. Tenant shall indemnity and defend Landlord against all losses,
claims, demands, actions, suits, damages, expenses, and costs (including
reasonable attorneys’ fees, consultant fees or expert fees) which are brought
or recoverable against, or suffered or incured by Landlord as a result of any
release of Hazardous Materials by a Tenant Part after the date of this Lease or
any breach of the requirements under this Section 22 by a Tenant Par.


24.                             Security
Deposit: Letter of Credit. As additional security for the performance
of its obligations under this Lease, Tenant shall deposit with Landlord an
Evergreen, Sight-Drawn, Irrevocable Standby Letter of Credit drawn on Custodial
Trust Company or such other nationally registered commercial ban rated at least
“A” by Standard and Poor’s, “A2” by Moody’s or “A” by Fitch, permitting
multiple partial draws and transfers without charge and otherwise in form and substance
reasonably acceptable to Landlord and Landlord’s Mortgagee (“Letter of Credit”
as attached as Exhibit “G”) in the amount of Five Million Dollars ($5,000,000).
In no event may the Letter of Credit be drawn upon without Landlord (or
Landlord’s Mortgagee) establishing it has provided to the issuer Landlord’s (or
Landlord’s Mortgagee’s) certified statement that an Event of Default has occurred
and a notice of default has been delivered to Tenant and that 5 days have
expired after service of the Notice of Default without cure. The Letter of
Credit shall be in effect throughout the Term of



 10
 









the Lease. The Letter of
Credit shall be for an initial term of not less than one (1) year. Tenant
agrees that it shall, from time to time, as necessary, renew or replace the
original and any substitute Letter of Credit not less than sixty (60) days
prior its stated expiration date so that the Letter of Credit wil remain in
full force and effect until the end of the Lease term. The Letter of Credit may
at Landlord’s option be transferred to Landlord’s Mortgagee and its successors
and/or assigns or may be issued in the name of Landlord and Landlord’s
Mortgagee, which Letter of Credit shall serve as additional collateral for the
loan (free and clear of any claim of Tenant to such Letter of Credit or the
proceeds thereof) secured by the Mortgage. The cost of any transfer fee payable
to the issuer of the Letter of Credit shall be paid by Tenant. Provided that
Tenant is not in default, at such time that deCODE Genetics, Inc.’s consolidated
financial statement establishes that it has operated at a net profit during any
four consecutive quarterly periods during the Term, as reported to the
Securities and Exchange Commission on the Form 10Q, the amount of the Letter of
Credit shall be reduced to Four Milion Dollars ($4,000,000). In addition, if at
any time from and after the beginning of the tenth years of the Term, in the
event deCODE Genetics, Inc. has achieved from its operations over a full 12
month period a “BB” (stable) credit rating as reported by Standard and Poor’s
or such other similar credit rating from a nationally recognized credit rating
service, Tenant shall no longer be required to maintain the Letter of Credit
after the end of the 120th month of the Term. In the event the Letter of Credit
is still in effect at the end of the sixteenth year of the Term and Tenant is
not in default of the Lease, the amount of the Letter of Credit shall be
reduced to Three Million Dollars ($3,000,000).


Upon the
occurrence of an Event of Default under the terms of the Lease and delivery of
a notice of default to Tenant (a “Draw Event”), Landlord (or Landlord’s
Mortgagee) will have the right to draw the entire balance of the Letter of
Credit and the proceeds thereof shall be disbursed as provided in any agreement
between Landlord and Landlord’s Mortgagee. The cash proceeds from the Letter of
Credit wil be maintained in a separate interest bearing account, with the
interest added to and made a par of the separate account, provided, however, if
the cash proceeds are held by Landlord’s Mortgagee, the cash proceeds do not
need to be maintained by Landlord’s Mortgagee in a separate account but the
amount of the cash proceeds, and the interest thereon, must be accounted
separately. Upon a Draw Event, Landlord or Landlord’s Mortgagee may use all or
a portion of the cash proceeds of the Letter of Credit to fully fund any
reserve required under the terms of any agreement between Landlord and Landlord’s
Mortgagee and to reimburse Landlord for any losses relating to the default, including
but not limited to lost Rent and all costs associated with retenanting the
Premises. Upon a Draw Event and disbursement of the proceeds of the Letter of
Credit, Tenant waives and shall possess no claim of any kind against Landlord’s
Mortgagee or its successors and/or assigns for amounts disbursed from the
account to Landlord’s Mortgagee or for the payment of costs for which the
Tenant would have been responsible under the terms of the Lease, or against
funds held by Landlord’s Mortgagee under the terms of any agreement between
Landlord and Landlord’s Mortgagee, provided, however, that Landlord and
Landlord’s Manager, Patrick Terrell, shall execute and deliver to Tenant a limited
guaranty in the form of Exhibit H. If Landlord’s damages as a result of the
default are less than the cash proceeds of the Letter of Credit, Tenant may
maintain a separate action personally against Landlord (but not Landlord’s
Mortgagee or its successors and/or assigns if it shall succeed to the interests
of Landlord) for such amount. If Landlord’s damages as a result of the default
are more than the cash proceeds of the Letter of Credit, the Tenant and
Guarantor’s liability for damages wil not, however, be limited to the amount of
the Letter of Credit but shall include all damages actually suffered by
Landlord as a result of the uncured event of default.



 11















25.                             Ground
Lease Right.  As part of the
Lease, Tenant shall have the right during the first five years of the Term
(“Ground Lease Right”) to enter into a separate ground lease for approximately 4.5
acres of buildable land which is currently landscaped undeveloped land on the
Premises (the “Ground Lease Parcel”). The approximate location of the Ground
Lease Parcel is depicted on Exhibit “D” attached hereto. Upon Tenant’s request,
the Ground Lease Parcel shall be removed from the Premises. Tenant, as Ground Lessee
and Landlord, or Landlord’s assignee, as Ground Lessor, shall enter into a
Ground Lease (the “Ground Lease”) for the Ground Lease ParceL. The Ground Lease
shall contain terms and conditions common to ground leases upon which the
tenant intends to build a new structure (including but not limited to the
obligation of Tenant to pay taxes applicable to the Ground Lease Parcel as
additional rent) and shall contain the following specific terms: (a) the term
of the Ground Lease shall be twenty (20) years with five (5) consecutive five
(5) year renewal options; (b) the initial rent will be an amount equal to eight
percent (8%) of the “then current land value” of the Ground Lease Parcel as of
the date of exercise of the Ground Lease Right, (and the “then current land value”
shall be an amount equal to $6.00 per square foot as of the commencement date
of the Lease, and increase 2.5% per year from the commencement date of the
Lease until the exercise of the Ground Lease Right (for example, if the then
current land value of the Ground Lease Parcel is $6.00 per square foot, the 4.5
acre Ground Lease Parcel would be worth $1,176,120 and the annual rent would be
$94,090 ($1,176,120 x 8%)); and (c) the Ground Lease wil be guaranteed in the
same manner as the Lease, but there shall be no letter of credit nor security
deposit. If Tenant has not exercised the Ground Lease Right within five (5)
years after the Commencement Date, Landlord may remove the Ground Lease Parcel
from the Lease and sell the Ground Lease ParceL. If the Ground Lease Parcel is removed,
Landlord shall have the right to establish reasonable easements for ingress,
egress and utilities across the Premises for the benefit of the Ground Lease
Parcel and shall provide reasonable easements for ingress, egress and utilities
across the Ground Lease Parcel for the benefit of the Premises.


26.                             Miscellaneous.


a.                                     Landlord
Transfer.  Landlord may transfer
any of its rights under this Lease. If Landlord assigns its rights under this
Lease, then Landlord shall be released from any further obligations under this
Lease.


b.                                     Landlord’s
Liabilty.  The liability of
Landlord (and its partners, officers, directors, shareholders, and members) to
Tenant (or any person or entity claiming by, through or under Tenant) for any
default by Landlord under the terms of this Lease or any matter relating to or
arising out of the occupancy or use of the Premises or other areas of the
Building shall be recoverable only from the interest of Landlord in the
Building, and none of Landlord or its partners, offcers, directors, shareholders,
or members shall be personally liable for any deficiency.


c.                                     Force
Majeure.  Other than for Tenant’s
obligations under this Lease that can be performed by the payment of money,
whenever a period of time is prescribed for action to be taken by either par,
that par shall not be liable or responsible for, and there shall be excluded
from the computation of the applicable period of time, any delays due to
strikes, riots, acts of God, shortages of labor or materials, war, terrorist
acts or activities, governmental laws, regulations, or restrictions, or any
other causes of any kind that are beyond the reasonable control of that part.



 12
 









d.                                     Brokerage.  Except for the brokers who have
represented Landlord and Tenant in connection with the Purchase Agreement (and
which brokers have no claim for compensation in connection with this Lease),
neither Landlord nor Tenant has dealt with any other broker or agent in connection
with the negotiation or execution of this Lease. Tenant and Landlord each
indemnity the other against all losses for commissions or other compensation
claimed by any broker or agent claiming the same by, through, or under the
indemnitying part.


e.                                     Estoppel
Certificates.  Tenant agrees,
within ten (10) days after written request of Landlord, to execute and deliver
a statement in writing to a Landlord Mortgagee or a prospective purchaser of
the Premises certitying that (i) this Lease is unmodified and in full force and
effect (or, if there have been modifications, stating the modifications, and
that the Lease, as modified, is in full force and effect); (ii) the dates to
which Rent has been paid; and (iii) there are not, to the Tenant’s knowledge,
any uncured defaults on the part of Landlord under the Lease, or specitying
defaults if any are claimed.


f.                                       Notices.  All notices and other communications
given pursuant to this Lease shall be in writing, addressed to the parties at
the address specified in the Basic Lease Information, and sent either by (i)
first class, United States Mail, postage prepaid, certified, with return
receipt requested; (ii) hand delivery; (iii) nationally recognized overnight
courier service; (iv) facsimile transmission during normal business hours or
(v) e-maiL. All notices shall be effective upon delivery to the address of the
addressee. The parties may change their addresses by giving notice to the other
in conformity with this provision.


g.                                    Severability.  If any term or provision of this Lease
shall to any extent be invalid or unenforceable, the remainder of this Lease
shall not be affected, and each provision of this Lease shall be valid and
enforced to the fullest extent permitted by Law.


h.                                    Amendments:
Binding Effect.  This Lease may
not be amended except by instrument in writing signed by Landlord and Tenant.
No provision of this Lease shall be deemed to have been waived by Landlord
unless that waiver is in writing signed by Landlord, and no custom or practice
which may evolve between the parties in the administration of the terms of this
Lease shall waive or diminish the right of Landlord to insist upon the
performance by Tenant in strict accordance with the terms of this Lease. The
terms and conditions contained in this Lease shall inure to the benefit of and
be binding upon the parties to this Lease, and upon their respective permitted
successors in interest and legal representatives, except as otherwise expressly
provided in this Lease. This Lease is for the sole benefit of Landlord and
Tenant, and no third part shall be deemed a third part beneficiar of the terms
of this Lease.


i.                                       Quiet
Enjoyment.  Provided Tenant has
performed all of its obligations under this Lease, Tenant shall peaceably and
quietly hold and enjoy the Premises for the Term, subject to the terms and
conditions of this Lease.


j.                                       No
Merger.  There shall be no merger
of the leasehold estate created by this Lease with the fee estate in the
Premises if the same person acquires or holds, directly or indirectly, this
Lease or any interest in this Lease and the fee estate in the Premises or any
interest in the fee estate.



 13
 









k.                                   Entire
Agreement.  This Lease
constitutes the entire agreement between Landlord and Tenant regarding the
subject matter of this Lease and supersedes all oral statements and prior
writings relating to the terms of this Lease. Except for those set forth in
this Lease, no representations, waranties, or agreements have been made by
Landlord or Tenant to the other with respect to this Lease or the obligations
of Landlord or Tenant under this Lease. The normal rule of construction that
any ambiguities be resolved against the drafting part shall not apply to the interpretation
of this Lease or any exhibits or amendments to this Lease.


i.                                       Governing
Law.  This Lease shall be
governed by and construed in accordance with the laws of the state of Ilinois.


m.                                 Attorneys’
Fees.  If either Landlord or
Tenant brings suit for the possession of the Premises, for the recovery of any
sum due under this Lease, or because of the breach of any provision of this
Lease or for any other relief against the other, then all costs and expenses,
including reasonable attorneys’ fees, incurred by the prevailing pary, shall be
paid by the other pary, which obligation on the par of the other par shall be
deemed to have accrued on the date of the commencement of the action and shall
be enforceable whether or not the action is prosecuted to judgment.


n.                                    Authority.  Tenant and Landlord each represents and
warants to the other, that it has full right and authority to execute and
deliver this Lease, and that each person signing on behalf of it is authorized
to do so.


o.                                     Leasehold
Mortgage.  Tenant shall have the
right to grant a security interest in all Tenant’s rights in and to its
leasehold estate in the Premises and execute any document reasonably necessar
to secure the mortgagee’s interest in the leasehold estate of Tenant under this
Lease, including without limitation financing statements, security agreement,
mortgages, deeds of trust and any other documentation required to secure such
interest.


p.                                     Conditions
Precedent.  This Lease is hereby
conditioned upon the closing of the purchase of the Premises by Landlord. In
the event Landlord fails to acquire the Premises pursuant to the Purchase
Agreement, Landlord’s and Tenant’s obligations hereunder and this Lease shall
be deemed automatically null and void, and of no force and effect, in which
event neither Landlord nor Tenant shall have any further rights or obligations
hereunder or relating hereto.


q.                                     Memorandum
of Lease.  Landlord wil execute,
acknowledge and deliver to Tenant, within 10 days of request by Tenant, a
Memorandum of Lease which Tenant may, at its option, cause to be recorded. In
the event of any discrepancy between the Lease and the Memorandum of Lease, the
Lease shall control. In the event that there are any state, county or municipal
transfer taxes that may be due and payable as a result of entering into this
Lease or recording a memorandum thereof, Tenant shall be responsible for such
transfer taxes.


r.                                     Guaranty.  All obligations of Tenant under this
Lease shall be guaranteed by deCODE Genetics, Inc. and MediChem Life Sciences
pursuant to the Guaranty attached hereto as Exhibit E.



 14
 









s.                                     Counterpart.
This Lease may be executed in one or more counterpars and together shall be
construed as one instrument.


	
  

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Woodridge
  Holdings LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick
  Terrell

  	
   

  
	
   

  	
  Name

  	
  Patrick Terrell

  	
   

  
	
   

  	
   Title:

  	
  Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Big T
  Investments, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick
  Terrell

  	
   

  
	
   

  	
  Name

  	
  Patrick Terrell

  	
   

  
	
   

  	
   Title:

  	
  Manager

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
  deCODE
  Chemistry, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Tauer

  	
   

  
	
   

  	
  Name:

  	
  Chris Tauer

  	
   

  
	
   

  	
   Title:

  	
  US Controller

  	
   

  
						



 



 15
 









APPENDIX 1


DEFINITIONS


1.                                       “Affiiate” means, with respect to any person or
entity, any other person or entity directly or indirectly Controlling,
Controlled by or under common Control with that person or entity.


2.                                     “Building Access” means the Premises’ driveways,
parking lots and sidewalks.


3.                                     “Building’s Structure” means the Building’s exterior
walls, windows, glass, roof, elevators and elevator shafts, structural portions
of load-bearing walls, structural floors and sub floors, and structural columns
and beams and all other structural elements of the Building whether enumerated
or not.


4.                                     “Building’s Systems” means the Building’s HV AC,
life-safety, plumbing, electrical, mechanical, landscaping and all other
systems relating to the Building whether enumerated or not.


5.                                     “Control”, “Controllng”, “Controlled”
means the power to direct the management and policies of Tenant, directly or
indirectly, whether through the ownership of voting shares or other beneficial
interests, by contract, or otherwise.


6.                                     “Environmental Requirements” means all Laws
regulating or relating to health, safety, or environmental conditions on,
under, or about the Premises or the environment including the following: the
Comprehensive Environmental Response, Compensation and Liability Act; the
Resource Conservation and Recovery Act; the Clean Air Act; the Clean Water Act;
the Toxic Substances Control Act, and all state and local counterparts to those
acts, and any common or civil law obligations including nuisance or trespass.


7.                                     “Event of Default” means any of the following
occurrences:


a.                                     Payment Default. Tenant’s failure
to pay Basic Rent within five (5) days after written notice that such payment
is due or failure to pay any other monetar obligation within 5 days after written
notice of default from Landlord to Tenant;


b.                                    Transfer. A Transfer without
Landlord’s prior written consent;


c.                                     Other Defaults. Tenant’s failure to
perform, comply with, or observe any other agreement or obligation of Tenant
under this Lease for a period of more than 30 days after written notice from
Landlord to Tenant of the failure unless performance, compliance, or
observance, as the case may be, is not possible within 30 days and Tenant began
to perform, comply, or observe within 30 days and diligently pursues it to
completion; and


d.                                    Insolvency. The filing of a
petition by or against Tenant or Guarantor that is not dismissed within 90 days
after filing (i) in any bankptcy or other insolvency proceeding; (ii) seeking any
relief under any state or federal debtor relief law; (iii) for the appointment
of a liquidator or receiver for all or substantially all of Tenant’s or
Guarantor’s propert or for Tenant’s interest in this



 16
 









Lease; (iv) for the
reorganization or modification of Tenant’s or Guarantor’s capital structure; or
(v) in any assignment for the benefit of creditors proceeding.


8.                                     “Hazardous Materials” means any substance which is
(i) designated, defined, classified, or regulated as a hazardous substance,
hazardous material, hazardous waste, pollutant, or contaminant under any
Environmental Requirements in effect as of the date of this Agreement, (ii) petroleum
hydrocarbon, including crude oil or any fraction thereof and all petroleum
products, (iii) PCBs, (iv) lead, (v) friable asbestos, (vi) flammable
explosives, (vii) infectious materials, or (viii) radioactive materials.


9.                                     “Insurance Costs” means the cost of the insurance
required to be maintained by Tenant pursuant to Section 13 of the Lease, from
time to time with respect to the Building. 10. “Landlord’s Mortgagee” means the
mortgagee under any Mortgage.


11.                               “Laws” means all federal, state, and local laws,
ordinances, rules and regulations, all court orders, all governmental
directives, and all governental orders applicable to the Building.


12.                               “Loss” means any injury to or death of any person or
the damage to or theft, destruction, loss, or loss of use of, any propert, or
any inconvenience.


13.                               “Mortgage” means any deed of trust, mortgage, or
other security instrument encumbering the Building.


14.                               “Operating Costs” means all expenses of any kind
incurred in connection with the operation and maintenance of the Building
including, but not limited to, Building’s Structure, Building Access and the
Building’s Systems. Operating Costs do not include the following costs: (a)
interest, amortization, or other payments on or fees in connection with loans
to Landlord; (b) depreciation; (c) costs attributable to seeking and obtaining
new tenants as well as retaining existing tenants, such as advertising,
brokerage and leasing commissions, architectural, engineering, attorney’s fees,
renovations and improvements to individual tenant spaces; (d) Landlord’s legal
expenses other than those legal expenses specifically agreed to be reimbursed
by Tenant as provided in the Lease; (e) Taxes; (f) Insurance Costs; (g) costs
due solely to the negligence or fault of Landlord or its agents and penalties
and fines incurred in connection with Landlord’s failure to comply with Laws.
Without limiting the generality of the costs included within the definition of
Operating Costs, it is expressly understood that Operating Costs include all
costs arising from the presence of Hazardous Materials in, on, under, or about
the Premises (including, without limitation, costs associated with the removal,
abatement, clean-up, containment, monitoring, and inspection for hazardous
substances) not placed on the Premises by a Landlord Party. In addition,
Operating Costs include the reasonable cost, not to exceed $2,000 per
inspection, of a reasonable number of periodic third part inspections of the Premises
by Landlord’s agents.


15.                               “Permitted Transfer” means a Transfer of all or part
of Tenant’s interest in the Lease or the Premises to the following types of
entities, which entities as collectively referred to as “Permitted Transferees”)
:



 17
 









a.                                     an
Affiiate of Tenant;


b.                                    any
corporation, partnership, limited liability company, or other business entity
in which or with which Tenant or Guarantors, or their respective successors or
assigns, is merged or consolidated, in accordance with applicable statutory
provisions governing merger and consolidation of business entities, so long as
Tenant’s obligations under this Lease are assumed by the entity surviving the
merger or created by the consolidation; or


c.                                     any
corporation, parnership, limited liability company or other business entity acquiring
all or substantially all of Tenant’s or the Guarantors’ assets; or


d.                                    any
corporation, partnership, limited liability company or other business entity
not related or affliated with Tenant who is sub-leasing the Premises or portion
thereof, provided that such transferee agrees to be bound by the provisions of
this Lease and further provided that such sub-lease agreement shall
specifically provide that in the event the Lease is terminated, then at
Landlord’s option, either the sub-lease shall be terminated at any time after
the termination of the Lease or that the sub-tenant shall enter into a direct
lease with Landlord upon the same terms contained in the sub-lease agreement
between Tenant and such sub-tenant.


16.                               “Taking” means, with respect to all or part of the
Premises, the taking by power of eminent domain or condemnation by a competent
authority or by conveyance in lieu of condemnation for public or quasi-public
use.


17.                               “Taxes” means taxes, assessments, and governental
charges or fees whether federal, state, county, or municipal, and whether by
taxing districts or authorities presently taxing or by others, subsequently
created or otherwise, and any other taxes and assessments now or subsequently attributable
to the Premises, excluding, however, penalties and interest and federal and
state taxes on income.


18.                               “Tenant Part” means Tenant and its Affliates, agents,
contractors, and employees.


19.                               “Transfer” means (a) an assignment, transfer, or
encumbrance of the Lease or any estate or interest in the Lease, whether
directly or by operation of law, (b) if Tenant is an entity other than a corporation
whose stock is publicly traded, the transfer of an ownership interest in Tenant
so as to result in a change in the current Control of Tenant, (c) a sublet (or
extension, renewal, or modification of any sublease) of any portion of the
Premises, or (d) the granting of any license, concession, or other right of
occupancy of any portion of the Premises.



 18















EXHIBIT A


LEGAL
DESCRIPTION


LOT 1 OF INTERNATIONALE
CENTRE UNIT 23, BEING A SUBDIVISION OF PART OF THE NORTHWEST Y4 OF SECTION 24,
AND PART OF THE SOUTHWEST 1/4 OF SECTION 13, TOWNSHIP 37 NORTH, RANGE 10 EAST
OF THE THIRD PRICIPAL MERIDIAN, RECORDED APRIL 14,1999 AS DOCUMENT NUMBER
R99-047672 AND CERTIFICATE OF CORRCTION RECORDED APRIL 30,1999 AS DOCUMENT R99-055202,
IN WILL COUNTY, ILLINOIS.



 1
 









EXHIBIT B


PREVAILING
MARKET RENT


For purposes of Section
3, Prevailing Market Rent” means an annual amount per square foot for each year
of the renewal term that a willing, creditworthy tenant leasing comparable
space for a comparable purposes would pay and a wiling landlord of an
offce/research/laboratory building comparable to the Building in the
Woodridge/Will County area (“Market”) would accept at arm's length, giving
appropriate consideration to anual rental rate per square foot, length of lease
term, size and location of the premises being leased, and other generally
applicable terms and conditions prevailing for comparable space in comparable
buildings located in the Market. Landlord will notity Tenant of Landlord's
reasonable, good faith determination of the Prevailing Market Rent within 30 days
after Landlord receives Tenant's notice to renew this Lease. Landlord's
estimate shall be accompanied by a market rent evaluation report prepared by a
licensed real estate brokerage company in the Chicago metropolitan area that
has at least 10 years experience in providing brokerage services. If Tenant
notifies Landlord within 20 days after receipt of Landlord's determination of
Prevailing Market Rent that Tenant disagrees with Landlord's determination,
Tenant shall provide written notice to Landlord as to Tenant's estimate of the
prevailing market rent which shall also be accompanied by an evaluation report
prepared by a licensed real estate brokerage company. If Landlord and Tenant cannot
agree upon such Prevailing Market Rent, then, at the option of Landlord or
Tenant, Landlord and Tenant shall institute an appraisal procedure to determine
the Prevailing Market Rent by jointly nominating and appointing, within 10 days
after receipt of notice from the other part, one appraiser who shall make a
determination of the Prevailing Market Rent of the Building. If Landlord and Tenant
fail to jointly agree on the nomination and appointment of one appraiser within
the 10 day period, each part shall then nominate and appoint one appraiser
within 15 days after the end of the initial 10 day period and give notice of
the appointment to the other party. The two appraisers shall jointly make a
determination of the Prevailing Market Rent of the Premises. If either pary
fails to appoint an appraiser within the 15 day period, the appraiser appointed
by the other part shall make the determination of the Prevailing Market Rent.
If the two appraisers are unable to agree upon a determination of the
Prevailing Market Rent of the Premises within 15 days after the appointment of the
second appraiser, the two appraisers shall jointly nominate and appoint a third
appraiser within 15 days after the expiration of the 15 day period and give
written notice of the appointment to both parties. The third appraiser shall
also make a determination of the Prevailing Market Rent. In the event the two
appraisers cannot agree upon the third appraiser, then the third appraiser
shall be the then president or principal offcer of the Chicago, Ilinois Chapter
of the Appraisal Institute (or the then existing successor organization). If
the three appraisers are unable to agree upon a determination of the Prevailing
Market Rent of the Premises within 15 days after the appointment of the third appraiser,
then the Prevailing Market Rent shall be an amount equal to the average of the
three values contained in the respective written appraisals submitted by the
appraisers. Notwithstanding the foregoing, if the difference between the
Prevailing Market Rent as determined by the Landlord's appraiser and the
Tenant's appraiser is more than 15%, then Landlord and Tenant shall each be required
to obtain new appraisals. The appraisers shall make their determination in
writing and give notice of their appraisals to both paries. Any appraiser
appointed under this section shall (x) be independent of both parties (and of
all persons and entities with interest in either par); (y) have not less than
ten (10) years experience in the appraisal of real propert; and (z) hold the
professional designation M.A.I., or if the M.A.I. ceases to exist, a comparable
designation from an equivalent 



 2
 









professional appraiser organization. Landlord shall pay the cost of its
appraiser and 50% of the third appraiser, and Tenant shall pay the cost of its
appraiser and 50% of the cost of the third appraiser.



 3
 









EXHIBIT C


LOCATION
OF NEW SPACE


(PER PLANS DELIVERED SEPARATELY
AND INITIALED BY THE PARTIES)



 4





























EXHIBIT
D


RELEASE
PARCEL


THE REAL PROPERTY SITUATED IN THE CITY OF WOODBRIDGE,
COUNTY OF WILL, ILLINOIS, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:


THAT PART OF LOT 1 OF THE INTERNATIONALE CENTRE UNIT
23, BEING A SUBDIVISION OF PART OF THE NORTHWEST QUARTER OF SECTION 24,
AND PART OF THE SOUTHWEST QUARTER OF SECTION 13, TOWNSHIP 37 NORTH,
RANGE 10 EAST OF THE THIRD PRINCIPAL MERIDIAN, RECORDED APRIL 14, 1999
AS DOCUMENT NUMBER R99-047672 AND CERTIFICATE OF CORRECTION RECORDED
APRIL 30, 1999 AS DOCUMENT R99-055202, IN WILL COUNTY, ILLINOIS DESCRIBED
AS FOLLOWS:


BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 1;
THENCE NORTH 00 DEGREES 48 MINUTES 48 SECONDS WEST 67.64 FEET TO
A POINT ON A NON-TANGENT CURVE; THENCE NORTHERLY 272.27 FEET ALONG THE ARC OF A
TANGENT CIRCLE TO THE LEFT (SAID CURVE ALSO BEING THE WEST LINE OF SAID
LOT 1), HAVING A RADIUS OF 1897.58 FEET AND WHOSE CHORD BEARS NORTH
03 DEGREES 17 MINUTES 50 SECONDS EAST 272.04 FEET TO A POINT OF
TANGENCY; THENCE NORTH 00 DEGREES 48 MINUTES 48 SECONDS WEST ALONG SAID
LINE, 143.80 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST
361.75 FEET; THENCE SOUTH 00 DEGREES 48 MINUTES 48 SECONDS EAST PARALLEL WITH
SAID WEST LINE, 60.20 FEET; THENCE NORTH 90 DEGREES 00 MINUTES
00 SECONDS EAST 47.43 FEET; THENCE SOUTH 00 DEGREES 48 MINUTES 48
SECONDS EAST PARALLEL WITH SAID WEST LINE, 152.08 FEET; THENCE NORTH 89 DEGREES
11 MINUTES 12 SECONDS EAST PERPENDICULAR WITH LAST DESCRIBED LINE 10.25 FEET;
THENCE SOUTH 00 DEGREES 48 MINUTES 48 SECONDS EAST PARALLEL WITH SAID WEST
LINE, 250.06 FEET TO A POINT ON THE SOUTH LINE OF SAID LOT 1; THENCE SOUTH
87 DEGREES 16 MINUTES 34 SECONDS WEST ALONG SAID SOUTH LINE, 439.13
FEET; TO THE POINT OF BEGINNING IN WILL COUNTY, ILLINOIS.



 5














Exhibit D


Ground Lease Parcel


(Legal
Description to Be Added)



















EXHIBIT E


GUARANTY


The undersigned, deCODE
Genetics, Inc. and MediChem Life Sciences, Inc. (collectively “Guarantor”), to
induce Woodridge Holdings LLC and Big T Investments LLC (“Landlord”) to execute
that certain Lease Agreement between Landlord and deCODE Chemistry, Inc. (“Tenant”)
dated as of June 8, 2007 (the “Lease”) and as a material consideration and
inducement therefore (recognizing that without execution of this guaranty,
Landlord would not be wiling to enter into or make the Lease with Tenant and
recognizing that since Tenant is affliated with Guarantor, the Lease is of
direct benefit to Guarantor) hereby unconditionally guarantees the performance
and observance by Tenant of all the obligations, covenants and agreements
provided in the Lease, as same may be amended from time to time, to be
performed or observed by Tenant during the term of the Lease (including
specifically and without limiting the generality of the foregoing, payment by
Tenant of all rent and other amounts which may be or become due from Tenant
under the Lease).


This Guaranty is an
absolute and unconditional Guaranty of payment and performance. It shall be enforceable
against the Guarantor without the necessity for any suit or proceedings on the
Landlord’s part of any kind or nature whatsoever against the Tenant and without
the necessity of any notice of non-payment, non-performance or non-observance
or of any notice of acceptance of this Guaranty or of any other notice or
demand to which the Guarantor might otherwise be entitled, all of which the Guarantor
hereby expressly waives. The Guarantor hereby expressly agrees that the
validity of this Guaranty and the obligations of the Guarantor hereunder shall
in no manner be terminated, affected, diminished or impaired by reason of the
assertion or the failure to assert by the Landlord against the Tenant of any of
the rights or remedies reserved to the Landlord pursuant to the provisions of
the Lease.


This Guaranty shall be a
continuing Guaranty, and the liability of the Guarantor hereunder shall in no way
be affected, modified or diminished by reason of any assignment, renewal,
modification or waiver of or change in any of the terms, covenants, conditions
or provisions of the Lease, or the reason of any extension of time that may be
granted by the Landlord to the Tenant or by reason of any dealings or transactions
or matter or thing occurring between the Landlord and the Tenant whether or not
notice thereof is given to the Guarantor. Furthermore, this Guaranty shall not
be revoked by the bankruptcy or insolvency of the Tenant. 


All of the Landlord’s
rights and remedies under the Lease and under this Guaranty are intended to be distinct,
separate and cumulative and no such right and remedy therein or herein
mentioned is intended to be in exclusion of or a waiver of any of the others.


This Guaranty shall inure
to the benefit of the Landlord, its successors and assigns and shall be binding
on the successors and assigns of the Guarantor. If there is more than one
guarantor included



 6
 









within the definition of
Guarantor as that term is used herein, all obligations and terms imposed upon Guarantor
by this guaranty agreement shall be joint and several as to all of such
guarantors. This Guaranty shall be governed by, and construed in accordance
with, the laws of the State of Ilinois.


	
  Dated: June 8, 2007.

  	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  deCODE Genetics,
  Inc.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  CFO and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MediChem Life
  Sciences, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Title: US
  Controller

  
								



 



 7
 









EXHIBIT F


INSURANCE
STANDARDS


1. All Risk Property
Insurance.


100% replacement
costs basis, including architectural, engineering, consulting, decorating and supervisory
fees relating to construction and repair with an initial building limit of not
less than 25,800,000. Building is to be evaluated anually to insure limits of
liability are suffcient in the event of a loss,


Terrorism
insurance or proof that no exclusion exists for terrorism insurance,


Policy to be on an
All Risk or Special Form with a no co-insurance provision covering the full replacement
value of all improvements on the Premises,


Policies may not
provide exclusions for wind/hail/hurricane or named storm.


All policies must
include an endorsement that coverage in favor of Landlord’s Mortgagee will not
be impaired in any way by and act, omission or default of Landlord or any other
person and must provide not less than 30 days notice to Landlord’s Mortgagee
prior to cancellation.


2. Commercial General
Liability Insurance.


Minimum of $1,000,000
for each occurrence and a $2,000,000 aggregate with umbrella coverage of at
least a $10,000,000.


3. Business Interrption
Insurance.


At least 12 months
of business interrption insurance. The amount of coverage must be maintained at
no less than the current level of $12,673,082 and shall be increased if
required by Landlord’s Mortgagee.


4. Boiler and Machinery
Coverage.


Comprehensive
Boiler and Machinery Coverage will only be required if mandated by Landlord’s
Mortgagee.


5. Federal Flood Insurance.


$10,000,000 limit
of liability with maximum $50,000 deductible, provided, however, if the Premises
are determined at any time to be located in an area designated as a special
flood hazard area, if mandated by Landlord’s Mortgagee, Tenant will obtain Federal
Flood Insurance or private insurance



 8
 









with similar coverage
from an insurer with ratings acceptable to Landlord and Landlord’s Mortgage, for
the total amount of the obligation secured by the Mortgage.


6. Earthquake Insurance.


$5,000,000 with
maximum $50,000 deductible, provided, however, if the Premises are found to have
a Probable Maximum Loss (PML) of 20% or higher, the amount of coverage shall be
increased to such amount as is required by Landlord’s Mortgagee.


7. Workers Compensation.


As required by
applicable law.


8. Builder’s Risk.


Required at all
times during which construction, repairs or alterations are being made with respect
to the Premises with insurance written on a completed value form on an All Risk
basis with an agreed amount endorsement.


9. Life Sciences
Policies.


Additional
insurance, similar to the Specific Customarg Life Sciences Insurance policy currently
held by Tenant shall be maintained during the term of the Lease, covering
specific risks associated with Tenant’s life science business.


10. Pollution Legal
Liability (PLL).


Coverage for
pollution claims made by third paries, whether on, under or beyond the boundaries
of the Premises relating to causes not necessarily covered under the standard
all risk policy (not necessarily related to a sudden or unexpected cause). 


Coverages for
clean-up of pollution conditions on the Premises.


The PLL policy may
be on a claims made basis.


Minimum of $1,000,000
policy limit.



 9
 









EXHIBIT G


LETTER OF
CREDIT



 10
 









 


[LETTERHEAD]


IRREVOCABLE
STANDBY LETTER OF CREDIT NO. 00037


	
  RE:

  	
   

  	
  LEASE AGREEMENT DATED AS OF JUNE 6, 2007 (THE “LEASE AGREEMENT”), BY AND
  BETWEEN WOODRIDGE HOLDINGS, LLC AND BIG T-WOODRIDGE HOLDINGS, LLC, AS
  LANDLORDS, AND DECODE CHEMISTRY, INC., AS TENANT, IN RESPECT OF THE PREMISES
  COMMONLY KNOWN AS 2501 W. DAVEY, WOODRIDGE, ILLINOIS

  



 


	
  BENEFICIARIES:

  	
   

  	
  APPLICANT:

  
	
   

  	
   

  	
   

  
	
  WOODRIDGE
  HOLDINGS, LLC

  	
   

  	
  DECODE CHEMISTRY, INC.

  
	
  C/O TERRELL
  GROUP MANAGEMENT, INC.

  	
   

  	
  2501 DAVEY ROAD

  
	
  5300 MEADOWS
  ROAD, SUITE 400

  	
   

  	
  WOODRIDGE, IL 60517

  
	
  LAKE OSWEGO, OR
  97035

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AND/OR

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BIG
  T-WOODRIDGE HOLDINGS, LLC

  	
   

  	
   

  
	
  C/O TERRELL
  GROUP MANAGEMENT, INC.

  	
   

  	
   

  
	
  5300 MEADOWS
  ROAD, SUITE 400

  	
   

  	
   

  
	
  LAKE OSWEGO, OR
  97035

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ISSUE DATE:

  	
  JUNE 6, 2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MAXIMUM AMOUNT

  	
  U.S. $5,000,000.00 (FIVE MILLION AND 000/100 U.S.
  DOLLARS)

  
	
   

  	
   

  	
   

  
	
  INITIAL

  	
   

  	
   

  
	
  EXPIRATION DATE:

  	
  JUNE 6, 2008

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FINAL

  	
   

  	
   

  	
   

  
	
  EXPIRATION DATE:

  	
  JUNE 6, 2024

  	
   

  	
   

  



 



 11
 









 


DEAR SIRS:


WE HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF
CREDIT NO. 00037 (THIS “LETTER OF CREDIT”)
IN FAVOR OF WOODRIDGE HOLDINGS, LLC AND BIG T-WOODRIDGE HOLDINGS, LLC (THE
“BENEFICIARIES” OR, COLLECTIVELY, “YOU” OR “YOUR”),
EFFECTIVE IMMEDIATELY, AND AVAILABLE AT OUR COUNTERS LOCATED AT 101 CARNEGIE
CENTER, PRINCETON, NEW JERSEY 08540 UPON PRESENTATION OF YOUR DRAFT AT SIGHT AS
INDICATED BELOW (PURPORTEDLY SIGNED BY ONE OF A BENEFICIARY’S OFFICERS OR
AUTHORIZED SIGNATORIES) AND FOR THE ACCOUNT OF DECODE CHEMISTRY, INC. (THE “APPLICANT”) FOR AN AMOUNT IN THE
AGGREGATE NOT TO EXCEED $5,000,000.


THIS LETTER OF CREDIT EXPIRES ON JUNE 6, 2008, SUBJECT
TO AUTOMATIC ONE-YEAR RENEWALS AS SET FORTH BELOW, BUT IN ANY EVENT NO LATER
THAN JUNE 6, 2024.


THIS LETTER OF CREDIT SHALL BE DEEMED AUTOMATICALLY
EXTENDED, WITHOUT AMENDMENT, FOR ADDITIONAL PERIODS OF ONE (1) YEAR FROM THE
CURRENT OR ANY FUTURE EXPIRATION DATE UNLESS, AT LEAST SIXTY (60) DAYS PRIOR TO
THE THEN-CURRENT EXPIRATION DATE, WE NOTIFY YOU IN WRITING (BY REGISTERED MAIL
OR ANY OTHER RECEIPTED METHOD), AT YOUR ADDRESS STATED ABOVE OR SUCH OTHER
ADDRESS YOU GIVE US NOTICE OF IN WRITING (BY REGISTERED MAIL OR ANY OTHER
RECEIPTED METHOD), OF OUR INTENTION NOT TO RENEW THIS LETTER OF CREDIT FOR ANY
SUCH ADDITIONAL PERIOD. SUCH NOTICE OF OUR INTENTION TO NOT RENEW THIS LETTER
OF CREDIT SHALL AUTHORIZE YOU TO DRAW UPON THIS LETTER OF CREDIT WITHOUT THE
NEED TO DELIVER THE CERTIFICATE (AS DEFINED BELOW).


FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE TO YOU
AGAINST YOUR SIGHT DRAFT, PRESENTED TO US NO LATER THAN THE THEN-APPLICABLE
EXPIRATION DATE OF THIS LETTER OF CREDIT AND ACCOMPANIED BY (A) THE
ORIGINAL OR A PHOTOCOPY OF THIS SIGNED LETTER OF CREDIT (AND, IF APPLICABLE,
ANY AMENDMENTS THERETO), AND (B) A CERTIFICATE (THE “CERTIFICATE”)
SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF A BENEFICIARY (OR A BENEFICIARY’S
SUCCESSOR IF THE LETTER OF CREDIT HAS BEEN TRANSFERRED IN ACCORDANCE WITH THE
TERMS HEREOF), STATING THAT:


(A) A WRITTEN NOTICE OF DEFAULT HAS BEEN DELIVERED TO
THE APPLICANT SETTING FORTH THAT EITHER (I) THERE EXISTS AN UNCURED EVENT OF
DEFAULT UNDER THE LEASE AGREEMENT (AS SUCH TERM IS DEFINED IN THE LETTER OF
CREDIT) AND THE APPLICABLE CURE PERIOD HAS ELAPSED SINCE DELIVERY OF SUCH
NOTICE TO THE APPLICANT, OR (II) THE APPLICANT HAS FAILED TO DELIVER TO
LANDLORD A REPLACEMENT LETTER OF CREDIT IN ACCORDANCE WITH THE TERMS OF THE
LEASE AGREEMENT; AND 



 12
 









 


(B) BY VIRTUE OF SUCH DEFAULT UNDER THE LEASE
AGREEMENT, THE BENEFICIARY IS ENTITLED TO DRAW
$             UNDER
THIS LETTER OF CREDIT IN ACCORDANCE WITH THE TERMS OF THE LEASE AGREEMENT.


PRESENTATION MAY BE MADE IN PERSON OR VIA NATIONALLY
RECOGNIZED OVERNIGHT COURIER TO THE ATTENTION OF EITHER BEN SZWALBENEST OR
KEVIN DARMODY AT CUSTODIAL TRUST COMPANY, 101 CARNEGIE CENTER, PRINCETON,
NEW JERSEY 08540. UPON HONORING SIGHT DRAFTS, OUR OBLIGATIONS UNDER THIS LETTER
OF CREDIT TO EITHER BENEFICIARY HEREUNDER, AND TO BOTH OF THEM, SHALL BE
DISCHARGED IN FULL TO THE EXTENT OF THE AMOUNT DRAWN UNDER ALL SUCH DRAFTS.


THE AMOUNT OF YOUR DRAFT DRAWN HEREUNDER MUST BEAR ON
ON ITS FACE THE MENTION: “DRAWN UNDER CUSTODIAL TRUST COMPANY IRREVOCABLE
STANDBY LETTER OF CREDIT NUMBER 00037.” PARTIAL AND MULTIPLE DRAWINGS ARE
PERMITTED UNDER THIS CREDIT AND MAY INCLUDE A COMPLETE DRAW OF THE FULL AMOUNT
OF THE LETTER OF CREDIT UPON AN UNCURED EVENT OF DEFAULT UNDER THE LEASE
AGREEMENT.


WE HEREBY AGREE WITH THE DRAWERS, ENDORSERS AND BONA
FIDE HOLDERS OF YOUR DRAFT DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS
LETTER OF CREDIT, THAT SUCH DRAFT WILL BE DULY HONORED UPON PRESENTATION TO THE
DRAWEE WITHOUT INQUIRY AS TO THE ACCURACY OF ANY STATEMENT AND REGARDLESS OF
WHETHER APPLICANT OR ANYONE ELSE DISPUTES THE CONTENTS OF SUCH STATEMENT WHICH
ACCOMPANIES SUCH DRAFT.


THIS LETTER OF CREDIT SHALL BE ASSIGNABLE OR
TRANSFERABLE BY THE BENEFICIARY TO ITS MORTGAGEE, LASALLE BANK, NATIONAL
ASSOCIATION, ITS SUCCESSORS AND/OR ASSIGNS AS MORTGAGEE, INCLUDING ANY SPECIAL
PURPOSE SECURITIZATION VEHICLE.


THIS LETTER OF CREDIT IS GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE PROVISIONS OF ARTICLE 5 OF THE NEW YORK UNIFORM
COMMERCIAL CODE AND IS FURTHER SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NO. 500.


VERY TRULY YOURS,

CUSTODIAL TRUST COMPANY


	
  

  	
   

  
	
  BEN J.
  SZWALBENEST

  	
   

  
	
  PRESIDENT

  	
   

  



 



 13
 









 


EXHIBIT H


TERRELL
GUARANTY


LIMITED GUARANTY
AGREEMENT


	
  FROM:

  	
   

  	
  PATRICK TERRELL (“Guarantor”)

  
	
   

  	
   

  	
   

  
	
  AND:

  	
   

  	
  WOODRIDGE HOLDINGS, LLC AND BIG T INVESTMENTS, LLC
  (“Landlord”)

  
	
   

  	
   

  	
   

  
	
  TO:

  	
   

  	
  DECODE CHEMISTRY, INC. (“Tenant”)

  



 


Guarantor is the
manager of Woodridge Holding LLC, a co-tenant with Big T Investments, LLC.
Tenant and Landlord have entered into that certain Lease Agreement between
Tenant and Landlord dated as of June 8, 2007 (the “Lease”). Section 24 of the
Lease provides for the delivery of a Letter of Credit by Tenant (the “Letter of
Credit”) as additional security for the performance of Tenant’s obligations
under the lease. Upon the occurrence of an Event of Default under the terms of the
Lease, Landlord has the right to draw the entire balance of the Letter of
Credit. As a material consideration and inducement therefore (recognizing that
without execution of this guaranty, Tenant would not be wiling to enter into or
make the Lease with Landlord and deliver the Letter of Credit to Landlord and
recognizing that since Landlord is affiliated with Guarantor, the Lease is of
direct benefit to Guarantor) Guarantor and Landlord hereby agrees as follows:


1. Use of
Proceeds. Guarantor agrees that all proceeds of the Letter of Credit within
the possession or control of Landlord will be used solely for the purposes set
forth in the Lease and for no other purpose. In addition, Guarantor shall be
personally liable for any damages suffered by Tenant as a result of (a) any use
of the proceeds of the Letter of Credit within the possession or control of Landlord
for purposes other than purposes set forth in the Lease or (b) application of
the proceeds of the Letter of Credit for the benefit of Landlord for any
purpose other than the purposes set forth in the Lease, including but not
limited to the payment of Landlord’s debt service to Landlord’s Mortgagee which
proceeds would, if not for such application, have been returned to Landlord and
been payable to Tenant under the terms of the Lease. The parties to this
agreement are aware that proceeds of the Letter of Credit will be held by
Landlord’s Mortgagee (as defined in the Lease) and that neither Landlord nor
Guarantor have possession or control of the proceeds while they are held by
Landlord’s Mortgagee. The paries are also aware that it wil be impossible to
determine the amount of damages suffered by Tenant, if any, until after (a)
Landlord has sold the Premises, (b) the original term of the Lease has ended or
(c) Landlord and Tenant have entered into an agreement terminating the Lease.


2. Enforceability.
This Guaranty is an absolute and unconditional Guaranty of payment and performance.
It shall be enforceable against the Guarantor without the necessity for any
suit or proceedings on the Tenant’s part of any kind or nature whatsoever
against the Landlord and without the necessity of any notice of non-payment,
non-performance or non-observance or of any notice of 



 14
 









acceptance of this
Guaranty or of any other notice or demand to which the Guarantor might
otherwise be entitled, all of which the Guarantor hereby expressly waives. The
Guarantor hereby expressly agrees that the validity of this Guaranty and the
obligations of the Guarantor hereunder shall in no manner be terminated,
affected, diminished or impaired by reason of the assertion by the Tenant against
the Landlord or Landlord’s Mortgagee of any of the rights or remedies reserved
to the Tenant pursuant to the provisions of the Lease.


3. Maintenance
of Net Worth. As long as the Letter of Credit remains outstanding,
Guarantor shall maintain a net worth, exclusive of the value of his investment
in Landlord, of not less than $3,000,000. If requested by Tenant, Guarantor
shall provide to Tenant a certification signed by Guarantor under oath that his
net worth is greater than $3,000,000, provided, however, that Guarantor shall
not be required to provide such certification more than once in each calendar
year. If Guarantor is unable or unwilling to provide such statement, or if
Guarantor’s net worth falls below $3,000,000, Landlord shall provide an
additional or replacement Guarantor whose net worth is at least $3,000,000.


4. Continuing
Guaranty. This Guaranty shall be a continuing Guaranty, and the liability
of the Guarantor hereunder shall in no way be affected, modified or diminished
by reason of any assignment, renewal, modification or waiver of or change in
any of the terms, covenants, conditions or provisions of the Lease, or by
reason of any dealings or transactions or matter or thing occurring between the
Landlord, Landlord’s Mortgage and the Tenant whether or not notice thereof is
given to the Guarantor. Furthermore, this Guaranty shall not be revoked by the
bankruptcy or insolvency of the Landlord.


5. Successors
and Assigns. This Guaranty shall inure to the benefit of the Tenant, its
successors and assigns and shall be binding on the successors and assigns of
the Guarantor. If there is more than one guarantor included within the
definition of Guarantor as that term is used herein, all obligations and terms
imposed upon Guarantor by this guaranty agreement shall be joint and several as
to all of such guarantors. This Guaranty shall be governed by, and construed in
accordance with, the laws of the State of Ilinois.


6. Notices.
All notices and other communications given pursuant to this Guaranty shall be
in writing, addressed to the parties at the address specified in the Lease for
delivery of notice, with notice to Guarantor provided in the maner set forth in
the Lease for delivery of notice to the Landlord and sent either by (i) first
class, United States Mail, postage prepaid, certified, with return receipt requested;
(ii) hand delivery; (iii) nationally recognized overnight courier service; (iv)
facsimile transmission during normal business hours or (v) e-mail. All notices
shall be effective upon delivery to the address of the addressee. The parties
may change their addresses by giving notice to the other in conformity with
this provision.


7. Attorney
Fees and Costs. In the event suit or action is instituted in connection
with any controversy arising out of this Guaranty, or in the enforcement of any
right hereunder, the prevailing party shall be entitled to its costs and
reasonable attorney fees in such suit or action, trial, arbitration, interpleader,
bankruptcy, hearing or any other judicial proceeding and on appeal taken there
from.



 15
 









8. Entire
Agreement. This Guaranty, together with the additional and further
agreements expressly referred to in this Guaranty, constitutes the entire
agreement between the parties relating to the subject matter hereof. There are
no other agreements, written or oral, between the parties except as expressly
set forth herein.


This Guaranty
executed as of June 8, 2007.


	
  WOODRIDGE HOLDINGS, LLC

  	
  

  
	
   

  	
   

  
	
  by:

  	
   

  	
   

  	
   

  
	
   

  	
  Patrick Terrell, its manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  BIG T
  INVESTMENTS, LLC

  	
   

  
	
   

  	
   

  
	
  by:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Patrick
  Terrell-individually

  	
   

  
								



 



 16















EXHIBIT I


REVERSE EXCHANGE
ADDENDUM


AMONG:               BIG T INVESTMENTS, LLC (“Big T
Investments”)


AND:                      BIG T-WOODRIDGE, LLC (“Big
T-Woodridge”)


AND:                      DECODE CHEMISTRY, INC. (“Tenant”)


Pursuant to the
terms of a Lease Agreement between Woodridge Holdings LLC and Big T Investments
as Landlord and deCODE Chemistry, Inc. as Tenant dated as of June 8, 2007 (the “Lease”),
Landlord leased the property located at 2501 W. Davey, Woodridge, Ilinois (the “Property”)
to Tenant. The Property is more particularly described in the Lease.


Big T Investments
purchased of its undivided 52.6786% co-tenancy interest in the Property as an
IRC 1031 Reverse Exchange. To accomplish this exchange, the Property was
purchased by Big T-Woodridge, a single member Delaware limited liability company.
Initially, the sole member of Big T-Woodridge is First American Exchange Company,
LLC, which holds its membership interest pursuant to the terms of an Exchange
Agreement. Big T Investments and Big T-Woodridge have entered into a Qualified
Exchange Accommodation Agreement and Big T-Woodridge have entered into a lease
of Big T-Woodridge’s interest in the Property to Big T Investments (the “Exchange
Lease”). The Exchange Agreement, the Qualified Exchange Accommodation Agreement
and the Exchange Lease, together with the additional agreements referred to therein
are collectively referred to in this Agreement as the “Exchange Agreements.” Pursuant
to terms of the Exchange Agreements, all of the economic interests of Big T-Woodridge
in the Property have been vested in Big T Investments.


NOW, THEREFORE, in
order to preserve all of Tenant’s interests in the Property under the Lease, it
is agreed:


1. Consent to
Lease. Big T-Woodridge hereby consents to the execution of the Lease by Big
T Investments and agrees to be bound by all of the terms and conditions of the
Lease affecting Landlord as if Big T-Woodridge were a part thereto. To the
extent any provision of the Lease requires action by the holder of fee title to
the Property, Big T-Woodridge shall perform such action notwithstanding any
agreement or other matter between Big T Investments and Big T-Woodridge which
might limit or otherwise excuse Big T-Woodridge from such performance.


2. Termination
of Exchange Lease. If the Exchange Lease terminates for any reason, Big
T-Woodridge shall immediately, without further action by any party, succeed to
all of the rights of Big T Investments under the terms of the Lease and shall
assume all of the obligations of Big T Investments under the terms of the
Lease. In the event that Big T-Woodridge succeeds to the interest of Big T
Investments under the Lease and there



 1
 









exists no default by
Tenant under the Lease and Tenant has not amended the Lease without Lender’s
prior written consent, Big T-Woodridge agrees not to disturb or otherwise
interfere with Tenant’s possession of the leased premises for the unexpired term
of the Lease.


3. Attornment.
Upon Big T-Woodridge’s succeeding to Big T Investments’ interests under the
Lease, Tenant covenants and agrees to attorn to Big T-Woodridge, to recognize
Big T-Woodridge as one of Tenant’s landlords under the Lease, and to be bound
by and perform all of the obligations and conditions imposed upon Tenant by the
Lease.


4. Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original but all of which when taken together shall
constitute one agreement. This Agreement shall inure to the benefit of Lender,
its successors and assigns and shall be binding upon Tenant and its successors
and assigns. 


This Reverse
Exchange Addendum signed as of June 8, 2007.


	
  

  	
  Big T -
  Woodridge LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Big T
  Investments, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  deCODE
  Chemistry, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
												



 



 2