Exhibit
10.6


EXECUTION COPY


LETTER OF CREDIT REIMBURSEMENT, GUARANTEE, SECURITY AND PLEDGE AGREEMENT (this “Agreement”)  dated as of June 6, 2007, among CUSTODIAL TRUST
COMPANY (“Bank”), a bank
and trust company organized and existing under the laws of the State of New Jersey, DECODE
CHEMISTRY, INC., a corporation organized and existing under
the laws of the State of Illinois (“Applicant”),
and DECODE GENETICS, INC., a
corporation organized and existing under the laws of the State of Delaware (“Guarantor”).


WHEREAS, in an application dated as of the date of this Agreement, which
application is attached hereto as
Exhibit A and made a part hereof (as the same may be amended, restated, supplemented,
replaced or otherwise modified from time to time with Guarantor’s and
Beneficiary’s consent, the “Application”),  Applicant has requested that Bank issue an irrevocable
standby letter of credit as specified in the
Application (as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time with
Guarantor’s and Beneficiary’s consent, the “Letter of Credit”);  and


WHEREAS, Guarantor, in consideration of the Letter of Credit, is willing to
guarantee Applicant’s obligations
hereunder in respect of the Letter of Credit issued hereunder and to pledge certain
of its assets as collateral for such guarantee.


WHEREAS, Bank is willing to issue the Letter of Credit on the terms, and subject
to the conditions, set forth herein; and


NOW, THEREFORE, the parties hereto hereby agree as follows:


1.                        DEFINITIONS. (a) The following terms,
unless the context otherwise requires, shall have the following meanings
as used herein:


“Account”  means the securities account of Bank (as pledgee
of Guarantor) maintained at Bear,
Stearns Securities Corp. pursuant to the Securities Account Control Agreement,
identified as account number 945-02638,
entitled “Custodial Trust Company as Secured Party FBO deCODE Genetics, Inc.”.


“Advance”  or “Advances”  means one or more payments by Bank
to Beneficiary under the Letter of Credit pursuant to the terms thereof.


“Agreement”  has the meaning assigned to such term in the
preamble.


“Applicant”  has the meaning assigned
to such term in the preamble.


“Applicant Collateral”  has
the meaning assigned to such term in Section 7(b).


“Application”  has the meaning assigned to such
term in the recitals.



   
 









“Bank”  has the meaning assigned to such term in the
preamble.


“Beneficiary”  means the beneficiary of the Letter of Credit
named therein.


“Business Day”  means any day on which banks in
the States of New Jersey and New York are open for business, excluding
weekends.


“Collateral”  means, collectively, Guarantor Collateral and Applicant
Collateral.


“Collateral Value”  has the meaning assigned to such term in Section
7(f).


“Credit Parties”  means Applicant and Guarantor.


“Documents”  means any certificate, document
or statement (other than a Draft) which is stipulated
in the Letter of Credit and accompanies or relates to the Letter of Credit
and/or Drafts.


“Draft”  means a demand, in the form of the draft attached
to the Letter of Credit, which is made by Beneficiary for payment under
the Letter of Credit.


“Event of Default”  has the meaning
assigned to such term in Section 15.


“GAAP”  means United States generally accepted accounting
principles applied on a consistent
basis.


“Guarantee”  of or by any Person means any
obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness of
any other Person (the “Primary Obligor”)  in any
manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase (or advance or supply funds for the purchase or payment of)
such Indebtedness or to purchase (or to advance or supply funds for the
purchase of) any security for the payment of such Indebtedness, (ii) to
purchase property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment of
such Indebtedness or (iii) to maintain
working capital, equity capital or other financial statement condition or liquidity of the Primary Obligor so
as to enable the Primary Obligor to pay such Indebtedness; provided, however,
that the term Guarantee shall not include endorsements for collection or
deposit, in either case in the ordinary course of business.


“Guarantor”  has the meaning assigned to such term in the
preamble.


“Guarantor Collateral”  has the meaning assigned to such term in Section 7(a).


“Indebtedness”  of any Person means, without
duplication, (i) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind,
(ii) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (iii) all obligations of such Person upon which interest charges are customarily
paid, (iv) all obligations of such Person issued or assumed as the deferred purchase price of property
or services which under generally accepted



 2
 









accounting
principles would be shown on a balance sheet of such Person as a liability, (v)
all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the obligations secured thereby have
been assumed, (vi) all Guarantees by such
Person of Indebtedness of others, (vii) all obligations of such Person in
respect of interest rate protection agreements, foreign currency
exchange agreements or other interest or exchange rate hedging arrangements or
similar agreements, and (viii) all obligations of such Person as an account party in respect of letters of credit and bankers’
acceptances. The Indebtedness of any Person shall include the
Indebtedness of any partnership in which such Person is a general partner.


“Letter of  Credit”  has the meaning assigned to such term in the recitals.


“Lien”  means, with respect to any asset, (i) any
mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest
in or on such asset or any assignment, hypothecation, deposit arrangement or other preferential
arrangement of or with respect to such asset, and (ii) any purchase
option, call or similar right of a third party with respect to such asset.


“Market Value”  means the value assigned to any Collateral in
accordance with Section 7(g).


“Person”  means any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated organization,
association, limited liability company, corporation, government or any agency,
court or political division thereof, or any other entity.


“Prime Rate”  means the prime rate as quoted in the Wall Street Journal (Eastern Edition) for the Business Day preceding the date on which such
determination is made. If more than one rate is so quoted, the prime
rate shall be the average of the rates so quoted.


“Reimbursement Guarantee”  means the Guarantee given by Guarantor pursuant to
Section 6 below.


“Securities Account Control Agreement”  means that certain securities account control agreement dated as of the date of this Agreement,
between Bank, Applicant and Bear, Stearns Securities Corp., a
corporation organized and existing under the laws of the State of Delaware, a registered securities broker-dealer and an
affiliate of Bank, as the same may be amended, restated, supplemented or
otherwise modified by its terms from time to time.


“UCP 500”  has the meaning assigned to such term in Section
20.


(b)                       The
terms defined in Section 1(a) above shall apply equally to both the singular
and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”.
All references herein to



 3
 









Articles, Sections,
Exhibits and Schedules shall be deemed references to Articles and Sections of,
and Exhibits and Schedules to, this Agreement unless the context shall
otherwise require.


2.                        REIMBURSEMENT;
WAIVERS. (a) The principal amount of any Advance shall be repayable by
Applicant at any time, whether or not an Event of Default has occurred and is
then continuing, either (i) in full (together with all accrued interest on such
Advance) upon demand by Bank to Applicant for such repayment in full, or (ii)
in part (together with all accrued interest on such part) upon demand by Bank
to Applicant for repayment of such part.


(b)                   Any
Advance shall also become repayable by Applicant in its entirety as provided in
Section 16 below upon the occurrence of an Event of Default.


(c)                    Applicant
may repay any Advance in its entirety or in part at any time, without premium
or notice of any kind but together with all accrued interest thereon.


(d)                   Each
Credit Party hereby waives presentment and protest of any instrument and notice
thereof, notice of default and, to the extent permitted by applicable law, all
other notices to which such Credit Party might otherwise be entitled.


3.                        INTEREST
AND OTHER CHARGES. (a) Applicant shall pay Bank interest, in arrears,
on the outstanding amount of each Advance from the date on which such Advance
is made under the Letter of Credit until such Advance is due under this
Agreement, at a fluctuating rate per annum equal at all times to the Prime Rate
in effect from time to time, with each change in such fluctuating interest rate
to take effect simultaneously with the corresponding change in the Prime Rate.


(b)                   Applicant
shall pay Bank interest on any amount not paid by Applicant when due under this
Agreement, from the date payment of such amount was due until the date such
amount is paid, at a fluctuating rate per annum equal at all times to the Prime
Rate in effect from time to time plus two percent (200 basis points), with each
change in such fluctuating interest rate to take effect simultaneously with the
corresponding change in the Prime Rate.


(c)                    All
interest payable under this Agreement shall be calculated by Bank, on the basis
of a 360-day year and for the actual number of days elapsed. Interest accrued
on an Advance pursuant to Section 3(a) above shall be payable monthly on the
10th day of each month (or, if the 10th day is not a Business Day, on the next
succeeding Business Day), upon repayment of such Advance in full, and as otherwise
provided in this Agreement. Interest accrued on an Advance pursuant to Section
3(b) above shall be payable on demand made by Bank from time to time.


(d)                   Each
determination of an interest rate by Bank pursuant to this Agreement shall be
conclusive and binding on Applicant in the absence of manifest error.



 4
 









(e)                    In
no event whatsoever shall the interest rate and other charges charged hereunder
exceed the highest rate permissible under any law which a court of competent
jurisdiction, in a final determination, deems applicable hereto. In the event
that a court of competent jurisdiction determines, in a final determination,
that Bank has received interest and other charges hereunder in excess of such
highest rate, Bank shall promptly refund such excess amount to Applicant, and
the provisions hereof shall be deemed amended to provide for such permissible
rate.


4.                        ORIGINATION
FEE; COMMITMENT FEES. Applicant shall cause a non-refundable $5,000
origination fee to be paid to Bank no later than the date of the issuance of
the Letter of Credit. Applicant shall pay to Bank non-refundable commitment
fees in respect of the Letter of Credit in the amounts and payable at the times
set forth in the Application.


5.                        PLACE
AND MANNER OF PAYMENT. Each Credit Party shall make all payments
required to be made by it under this Agreement (whether consisting of fees,
principal in respect of any Advance, interest thereon or any other amount)
prior to 11:00 a.m. (New York City time) on the date such payment is due, at
such address in the United States of America as Bank shall from time to time
indicate to Applicant, in U.S. dollars and in immediately available funds.


6.                        GUARANTEE.
(a) For value received, Guarantor hereby unconditionally guarantees to Bank
the due and punctual payment of the principal of and interest on each Advance
and of each other amount to be paid by Applicant under this Agreement, when and
as any of the foregoing shall become due and payable, whether by declaration or
otherwise, according to the terms of this Agreement. In case of the failure of
Applicant punctually to pay any such principal, interest or other amount,
Guarantor hereby agrees to cause such payment to be made punctually when and as
the same shall become due and payable, whether by declaration or otherwise, as
if such payment were made by Applicant. Any such payment of principal, interest
or other amount shall be made by Guarantor at such place as Applicant is
required to make it under this Agreement.


(b)                   Guarantor
hereby agrees that its obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of, or any change in
or amendment to, this Agreement, the absence of any action to enforce the same,
the waiver or consent by Bank with respect to any provision hereof, the
recovery of any judgment against Applicant or any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. Guarantor hereby waives diligence,
presentment, demand of payment, any right to require a proceeding first against
Applicant, protest or notice with respect to any Advance or the indebtedness
evidenced thereby and all demands whatsoever, and covenant that the guarantee
given in this Agreement will not be discharged except by payment as herein
provided and then only to the extent of such payment.


(c)                    Guarantor
shall be subrogated to all rights of Bank against Applicant in respect of any
amounts paid by Guarantor pursuant to the provisions of this Agreement; provided,
however, that Guarantor shall not be entitled to enforce, or to receive
any payments arising out of or based upon



 5
 









such right of subrogation
until the principal of and interest on all Advances, and all other amounts
payable by Applicant under this Agreement, have been paid in full.


7.                        GRANT
OF SECURITY INTEREST AND LIEN; ACCOUNTS. (a) As security for the
payment in full of all Advances, all interest accrued thereon and all other
amounts from time to time payable by Applicant hereunder, the performance by
Applicant of all its obligations and covenants hereunder, and the performance
by Guarantor of its obligations and covenants hereunder and under the
Reimbursement Guarantee, Guarantor hereby grants to Bank a valid and
first-priority, perfected and continuing security interest in and assigns to
Bank (i) all cash and/or securities at any time in the Account, (ii) all other
property of Guarantor now or at any time hereafter in Bank’s possession
(including, but not limited to, all securities, monies, claims and credit
balances), (iii) all property of Guarantor now or at any time hereafter held by
or through any of Bank’s affiliates (including securities credited to Guarantor’s
accounts with securities broker-dealer affiliates of Bank), and (iv) all
proceeds, products and profits derived from any of the foregoing (including all
cash, securities, dividends and other property at any time and from time to
time received, receivable or otherwise distributed in respect of or in exchange
for any or all of the foregoing, proceeds of any insurance policies, proceeds
of proceeds, and claims against third parties), and all books and records
related to any of the foregoing (all of the foregoing cash and other property
set forth in (i) through (iv), together with all other property in which
Applicant may hereafter grant a Lien to Bank, being collectively referred to
herein as “Guarantor
Collateral”).


(b)                   As
security for the payment in full of all Advances, all interest accrued thereon
and all other amounts from time to time payable by Applicant hereunder, and the
performance by Applicant of all its obligations and covenants hereunder,
Applicant hereby grants to Bank a valid and first-priority, perfected and
continuing security interest in and assigns to Bank (i) all property of
Applicant now or at any time hereafter in Bank’s possession (including, but not
limited to, all securities, monies, claims and credit balances), (ii) all
property of Applicant now or at any time hereafter held by or through any of
Bank’s affiliates (including securities credited to Applicant’s accounts with
securities broker-dealer affiliates of Bank), and (iii) all proceeds, products
and profits derived from any of the foregoing (including all cash, securities,
dividends and other property at any time and from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the foregoing, proceeds of any insurance policies, proceeds of proceeds, and
claims against third parties), and all books and records related to any of the
foregoing (all of the foregoing cash and other property set forth in (i)
through (iv), together with all other property in which Applicant may hereafter
grant a Lien to Bank, being collectively referred to herein as “Applicant
Collateral”).


(c)                    Bank
and Guarantor hereby agree that each item of property (whether investment
property, financial asset, security, instrument or cash) credited to the
Account shall be treated as a “financial asset” under Article 8 of the New York
Uniform Commercial Code.


(d)                   At
all times until (i) the expiration of the Letter of Credit, (ii) the payment in
full of all Advances, all accrued interest thereon and all other amounts
payable by the Credit Parties under



 6
 









this Agreement, and (iii)
the performance by the Credit Parties of all their obligations and covenants
under this Agreement, Guarantor shall maintain, in the Account, Collateral
consisting of cash and/or readily marketable securities having an aggregate
Collateral Value which, in the sole and absolute determination of Bank, is
sufficient as security for the payment and performance of any and all
obligations of the Credit Parties under this Agreement.


(e)                    With
the prior written approval of Bank, as to any substitute securities and/or
other collateral and as to the manner of substitution, Guarantor may at any
time and from time to time substitute such securities and/or other collateral
for all or some of the Collateral; provided that no Event of Default has
occurred and is continuing and that, immediately after giving effect to such
substitution, the aggregate Collateral Value of all remaining securities and
cash in the Account is, in the sole and absolute determination of Bank,
sufficient as security for the payment and performance of any and all
obligations of the Credit Parties under this Agreement.


(f)                      The
“Collateral Value”  of any item of
Collateral shall be an amount representing a percentage of the Market Value of
such item and shall be determined either in accordance with Schedule A hereto
(which may be supplemented or revised at any time in the sole and absolute
discretion of Bank) or from time to time by Bank in its sole and absolute
discretion if such Collateral Value is not set forth on such Schedule A.


(g)                   If
and for so long as any securities (including securities included in the
Collateral) are listed on a national securities exchange in the United States
of America, their “Market
Value”  shall
be determined for all purposes under this Agreement by the last sales price for
such securities on any such exchange on the Business Day immediately preceding
the date of determination or, if there was no sale on that Business Day, by the
last sales price for such securities on the immediately preceding Business Day
on which there was a sale thereof on any such exchange, all as quoted on the “consolidated
tape” of the New York Stock Exchange or, if not quoted on such “consolidated
tape”, then as quoted by any such exchange. The “Market Value”  of any other item of
Collateral, and of securities if they are not listed on any such exchange,
shall be determined by Bank for all purposes (i) based upon the prices bid (on
the Business Day immediately preceding the date of determination) by banks and
broker/dealers which regularly quote prices on property of the same type as such
item of Collateral, or (ii) if no such quotations are available for such
Business Day, based upon such factors as Bank, in its sole and reasonable
judgment, shall determine. The “Market Value”,  in the case of interest-bearing
Collateral, shall include accrued interest to the date on which such Market
Value is determined. Each determination of Market Value by Bank shall be
conclusive and binding on the Credit Parties in the absence of manifest error.


(h)                   Upon
(i) the expiration of the Letter of Credit and (ii) the payment in full of all
Advances, all accrued interest thereon and all other amounts payable by the
Credit Parties under this Agreement, the security interests and liens granted
pursuant to Section 7(a) above in and upon the Collateral shall terminate, and
all of Bank’s rights hereunder to the Collateral shall revert to the applicable
Credit Party. Upon notice from a Credit Party after such termination, Bank
shall deliver to such Credit Party (or arrange to give it effective control
over) all Collateral under Bank’s control,



 7
 









and shall also deliver to
such Credit Party all instruments and documents evidencing the Collateral and
such other documents as such Credit Party shall reasonably request to evidence
such termination.


8.                        PROTECTION
OF SECURITY INTEREST. (a) The Credit Parties shall, at their sole
expense and from time to time, perform all steps reasonably requested by Bank
at any time to perfect, maintain, protect and enforce Bank’s security interest
in and lien upon the Collateral, including, without limitation, (i) executing
and filing financing or continuation statements and amendments thereto, in form
and substance satisfactory to Bank, and (ii) obtaining such consents and
registrations of transfer, providing such endorsements and executing and
delivering such other documents as may be required for any sale, transfer or
other disposition thereof by Bank. From time to time, the Credit Parties shall,
upon Bank’s written request, promptly execute and deliver confirmatory written
instruments pledging the Collateral to Bank, but any failure by the Credit
Parties to do so shall not affect or limit Bank’s security interest in, lien
upon or other rights in and to the Collateral. Until (i) the expiration of the
Letter of Credit and (ii) the payment in full of all Advances, all accrued
interest thereon and all other amounts payable by the Credit Parties under this
Agreement, Bank’s security interest in the Collateral shall continue in full
force and effect.


(b)                   Each
Credit Party hereby irrevocably appoints Bank its true and lawful
attorney-in-fact in its name, place and stead, and at its sole expense, in
connection with the preservation and enforcement of Bank’s rights and remedies
under this Agreement (i) to receive, endorse and collect all checks and other
orders for the payment of money made payable to any Credit Party representing
any dividend, interest or other distribution payable or distributable in
respect of any of the Collateral and to give full discharge for the same, (ii)
to give all notices, obtain all consents, effectuate all registrations in Bank’s
name or that of a proposed purchaser or other transferee and make all transfers
of all or any part of the Collateral which are necessary or appropriate in
connection with any sale, transfer or other disposition thereof pursuant to
this Agreement, (iii) to execute and deliver for value all necessary or
appropriate assignments and other instruments in connection with any such sale,
transfer or other disposition, and (iv) to execute and deliver all other
documents, and do all other acts and things, which Bank deems appropriate in
such connection. Each Credit Party hereby ratifies and confirms all that Bank,
as such Credit Party’s attorney-in-fact, may lawfully do hereunder and pursuant
hereto, but, nevertheless, at Bank’s request or that of the purchaser or other
transferee in question, each Credit Party shall ratify and confirm any sale,
transfer or other disposition of Collateral pursuant to this Agreement in such
manner as Bank or such purchaser or other transferee may reasonably specify in
such request.


9.                        STRICT
COMPLIANCE. Bank shall not (and shall not be required to) accept, or to
make any Advance against, any Draft and/or Documents which are not in strict
compliance with the Letter of Credit; provided, however, if Bank
is compelled by any judgment, decree, order or award by a court or other
governmental authority to make an Advance against any Draft and/or Documents as
complying strictly with the Letter of Credit, the obligation of Applicant under
Section 2 above (and the obligation of Guarantor in respect of the
Reimbursement Guarantee) shall nonetheless apply



 8
 









to such Advance, even
though such Draft and/or Documents may not strictly comply with the Letter of
Credit and irrespective of whether such Advance is made before or after the
expiration of the Letter of Credit.


10.                 ACTS OF
BENEFICIARY. Beneficiary and other users of the Letter of Credit shall
be deemed to be agents of Applicant, and Applicant assumes all risks of
Beneficiary’s acts and omissions.


11.                 DOCUMENT
EXAMINATION. Applicant shall promptly examine the Letter of Credit and
all Documents that Bank from time to time delivers to it. Applicant shall
immediately notify Bank in writing of (a) any failure of the Letter of Credit
as issued to comply with the Application or of any Document to comply with the
Letter of Credit, or (b) of any other irregularity. Failure to immediately give
such notice shall constitute a waiver by Applicant of any claim against Bank
for any such failure or other irregularity.


12.                 REPRESENTATIONS AND
WARRANTIES OF THE CREDIT PARTIES. The
Credit Parties, jointly and severally, represent and warrant to Bank
that:


(a)                              Applicant
(i) is a corporation duly organized, validly existing and in good standing
under the laws of the State of Illinois, (ii) is qualified to transact business
and is in good standing in all jurisdictions in which qualification and good
standing are necessary in order for it to conduct its business and own its
property, and (iii) has all requisite power and authority to conduct its
business, to own its property, to execute and deliver this Agreement and to
perform its obligations hereunder;


(b)                             Guarantor
(i) is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, (ii) is qualified to transact business
and is in good standing in all jurisdictions in which qualification and good
standing are necessary in order for it to conduct its business and own its
property, and (iii) has all requisite power and authority to conduct its
business, to own its property, to execute and deliver this Agreement and to
perform its obligations hereunder;


(c)                              this
Agreement has been duly and validly executed and delivered by each Credit Party
and constitutes a legal, valid and binding obligation of each Credit Party,
enforceable against each Credit Party in accordance with its terms, subject, as
to enforceability of remedies, to bankruptcy, insolvency and other laws
affecting creditors’ rights generally;


(d)                             Each
Credit Party has taken all necessary action to authorize the execution,
delivery and performance of this Agreement, and such authorization,



 9
 









delivery and performance
do not and will not (i) violate any law, rule, regulation, order, judgment,
injunction, decree, determination or award presently in effect and applicable
to such Credit Party, (ii) require any consent or result in a material breach
of or constitute a default under any agreement, lease or instrument to which
such Credit Party is a party or by which such Credit Party or any of its assets
may be bound or affected, or (iii) result in or require the creation or
imposition of any Lien (other than in favor of Bank pursuant to this Agreement)
upon or with respect to any of the properties now owned or hereafter acquired
by such Credit Party;


(e)                              no
recording, order, authorization, consent, license, registration, approval,
exemption, filing, notice or other similar action by or with any governmental
body, governmental official or other regulatory authority (except such as have
been obtained and copies or confirmations of which have been delivered by the
applicable Credit Party to Bank) is or will be necessary (i) for the legality,
validity, binding effect or enforceability of this Agreement, (ii) to permit
the performance by each Credit Party of its obligations under this Agreement in
accordance with the terms thereof, (iii) to enable Bank to enforce its rights
and remedies under this Agreement, including any sale, transfer or other
disposition by Bank of all or any part of the Collateral or (iv) to create and
perfect the Liens on the Collateral which is granted under this Agreement or
any related agreement or guarantee;


(f)                                no
Credit Party is in default with respect to any of its Indebtedness;


(g)                             except
as disclosed by the Credit Parties to Bank in writing prior to the date of this
Agreement, there is no litigation or other proceeding pending or, to any Credit
Party’s knowledge, threatened against or affecting any Credit Party which, if
determined adversely to such Credit Party, would have a material adverse effect
on such Credit Party’s financial condition;


(h)                             all
information with respect to each Credit Party heretofore delivered to Bank by
such Credit Party is true and correct as of the date hereof, and all other
statements and data submitted in writing in connection with the Application are
true and correct as of the date of the Application. No Credit Party has
knowledge of any liabilities at said dates, contingent or otherwise, not
otherwise notified to Bank on or prior to such dates, and no Credit Party has
entered into any commitments or contracts, or incurred any other liabilities,
at such dates that have not otherwise been notified to Bank, which could
reasonably be expected to have a material adverse effect upon any Credit Party’s
financial condition;


(i)                                 all
Collateral is owned by the applicable Credit Party free and clear of all Liens
whatsoever (except for Liens in favor of Bank and, in the case of Collateral
consisting of property held by or through Bank’s affiliates, Liens in favor of
such affiliates);



 10
 









(j)                                 at
no time shall the Collateral include any securities or other property in an
amount such that (without taking any other relationships or assets of Bank into
account) Bank, either upon exercising its rights or remedies hereunder or
otherwise, would become a holder of 10% or more of any class of any equity
security of any issuer or would become (or be presumed to be) an affiliate of
any issuer of securities (as such term “affiliate” is defined for purposes of the
Securities Act of 1933);


(k)                              no
Credit Party is an affiliate (as such term “affiliate” is defined for purposes
of the Securities Act of 1933) of the issuer of any security included in the
Collateral;


(l)                                 no
part of the proceeds of any Advance will be used for the purpose of buying or
carrying Margin Stock (as defined in Regulation U promulgated by the Board of
Governors of the Federal Reserve System of the United States of America) or for
any purpose that entails a violation of, or that is inconsistent with, the
provisions of the Regulations of the Board of Governors of the Federal Reserve
System, including Regulation T, U or X;


(m)                           no
Credit Party is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940; and


(n)                             This
Agreement, upon execution and delivery thereof by the parties thereto, will
create in favor of Bank, a legal, valid and enforceable security interest in
the Collateral and (i) upon execution and delivery of this Agreement and the
Securities Account Control Agreement by the parties thereto, the Lien created
hereunder in favor of Bank in respect of the Account shall constitute a fully
perfected first-priority Lien on, and security interest in, all right, title
and interest of Guarantor in the Account, prior and superior in right to any
other person (other than as contemplated in the Securities Account Control
Agreement), (ii) upon execution of this Agreement and the filing of a financing
statement in appropriate form with the Secretary of State of the State of
Delaware, the Lien created hereunder in favor of Bank in all other Guarantor
Collateral will constitute a fully perfected first-priority Lien on, and
security interest in, all right, title and interest of Guarantor in all other
Guarantor Collateral, prior and superior in right to any other person, and
(iii) upon execution of this Agreement and the filing of a financing statement
in appropriate form with the Secretary of State of the State of Illinois, the
Lien created hereunder in favor of Bank in all Applicant Collateral will
constitute a fully perfected first-priority Lien on, and security interest in,
all right, title and interest of Applicant in all Applicant Collateral, prior
and superior in right to any other person.


13.                 REITERATION OF
REPRESENTATIONS. The representations set forth in Section 12 shall be
deemed to be repeated by each Credit Party when any Advance is made.



 11















14.      REPORTING. (a) As
soon as available, and in any event within 45 days after the close of each of
the first three fiscal quarters of Guarantor, commencing with the fiscal
quarter ending June 30, 2007, Guarantor shall deliver to Bank its balance sheet
at the end of such fiscal quarter and its income statement for the portion of
the fiscal year ending on the last day of such fiscal quarter, all in
reasonable detail, prepared in accordance with GAAP and certified by Guarantor’s
chief financial or accounting officer.


(b)      As soon as
available, and in any event within 120 days after the close of each fiscal
year, commencing with the fiscal year ending December 31, 2007, Guarantor shall
deliver to Bank its balance sheet as of the close of such fiscal year and its
income statement for such fiscal year, all in reasonable detail and stating in
comparative form the figures as of the close of and for the previous fiscal
year, audited by certified public accountants reasonably satisfactory to Bank
and accompanied by a report thereon, reasonably satisfactory to Bank, issued by
such certified public accountants.


15.      COVENANTS OF THE CREDIT
PARTIES. The Credit Parties, jointly and severally, covenant with Bank
that until (i) the expiration of the Letter of Credit, (ii) the payment in full
of all Advances, all accrued interest thereon and all other amounts payable by
the Credit Parties under this Agreement, and (iii) the performance by the
Credit Parties of all their obligations and covenants under this Agreement,
each Credit Party shall:


(a)    promptly notify Bank in
writing of any violation by such Credit Party of any law, statute, regulation
or ordinance of any governmental entity, or of any agency thereof, applicable
to such Credit Party which could reasonably be expected to have a material
adverse effect on the Collateral or the financial condition of such Credit
Party;


(b)    promptly notify Bank in
writing of any default by such Credit Party with respect to any of such Credit
Party’s Indebtedness;


(d)    promptly upon Bank’s request
therefor, deliver to Bank such information and documents regarding such Credit
Party as Bank may from time to time request from such Credit Party;


(e)    promptly execute such
Statements of Purpose (Federal Reserve Form U-1) under Regulation U of the Board
of Governors of the Federal Reserve System as Bank may request; and


(f)     not create, incur, assume or
permit to exist any Lien on the Account, other than (i) Liens in favor of Bank,
and (ii) Liens in favor of Bank’s affiliates.


16.      EVENTS OF DEFAULT. It
shall constitute an Event of Default hereunder (and upon the occurrence thereof
the then-outstanding principal amount of each Advance and all accrued



 12
 









interest thereon, if any,
and the amount of the Letter of Credit not then drawn and remaining to be advanced against Drafts not yet issued, presented
or due, shall become immediately due and payable, without demand, presentment or notice of any kind,
all of which are hereby expressly waived) if at any time:


(a)    Applicant fails to pay the principal amount of any
Advance when and in the amount due; or


(b)    Applicant fails to make or pay when and in the
amount due any interest payment,
charge or other amount required to be made or paid by it under this Agreement;
or


(c)    The Reimbursement Guarantee ceases at any time to
be in full force and effect; or


(d)    Guarantor fails to transfer to Bank, and/or give
to Bank effective control over, Collateral in accordance with this
Agreement upon demand therefor made by Bank in writing; or


(e)    any Credit Party fails to perform or observe any
other term, covenant or condition to
be performed or observed by such Credit Party under this Agreement, and such failure continues for a period in excess
of three days after notice thereof to such Credit Party; or


(f)     any representation or warranty made by any Credit
Party in Section 12 (or deemed repeated pursuant to Section 13) proves
to have been incorrect in any material
respect on any of the dates as of which made or deemed to have been repeated;
or


(g)    any Credit Party defaults in the payment when
due, whether at stated maturity or
otherwise, or within any applicable grace period, of any Indebtedness of such Credit Party (other than Indebtedness under
this Agreement) in a principal amount of more than $100,000 (whether now
or hereafter existing); or


(h)  any
Credit Party fails to perform any other term, covenant or agreement on its part
to be performed under any agreement or instrument (other than this Agreement)
evidencing or securing or relating to any Indebtedness (whether now or hereafter
existing) in a principal amount of more than $100,000, or any event occurs or
condition exists, if the effect of such failure, event or condition is to
cause, or to permit the holder or holders of such Indebtedness (with or without
the giving of notice, lapse of time or both) to cause, such Indebtedness to
become due prior to its stated maturity; or



 13
 









(i)     (i) any Credit Party as debtor commences a case or
proceeding under any bankruptcy,
insolvency, reorganization, liquidation, dissolution or similar law, or seeks the appointment of a receiver, trustee,
custodian or similar official for itself or any substantial part of its
property, (ii) any such case or proceeding is commenced against any Credit Party, or another seeks such an appointment, which
(A) is consented to or not timely contested by any Credit Party, (B)
results in the entry of an order for relief, such an appointment, or the entry
of an order having a similar effect, or (C)
is not dismissed within 60 days, (iii) any Credit Party makes a general
assignment for the benefit of creditors, or (iv) any Credit Party admits in
writing its inability to pay its debts as they become due; or


(j)     one or more judgments or orders for the payment of
money in an aggregate amount in
excess of $100,000 are rendered against any Credit Party and (i) the
same remain undischarged for a period of 14 or more consecutive days during
which execution thereof is not effectively stayed upon appeal or otherwise, or
(ii) any proceeding by a creditor to enforce the same is pending; or


(k)    any event or circumstance
occurs which in the reasonable judgment of Bank
materially impairs the creditworthiness of any Credit Party or its ability to perform
its payment or other obligations under this Agreement; or


(l)     the face amount of the Letter of Credit at any time
exceeds the aggregate Collateral Value; or


(m)   the Securities Account Control
Agreement ceases at any time and for any reason to be in full force and effect;
or


(n)    Bear, Stearns Securities Corp., acting under the
Securities Account Control Agreement, fails to perform or observe any material
term, covenant or condition to be performed or observed by it
thereunder.


17.      BANK’S RIGHTS AND REMEDIES. (a)
So long as an Event of Default has occurred hereunder and is continuing, in addition
to having the right to exercise any rights and remedies available to a secured creditor under applicable law, Bank
shall have each of the following rights, which Bank may exercise
simultaneously or in such order as it may in its sole and absolute discretion determine (without being required to
give any notice to any Credit Party except as may be required in clause
(d) below):


(i)     the right to deliver a Notice of Sole
Control/Delivery Instructions (as defined in, and contemplated by, the
Securities Account Control Agreement);


(ii)    the right to apply to the payment of any Credit
Party’s obligations hereunder any cash credited to the Account; and



 14
 









(iii)   the right to sell, publicly or privately, at a
place of Bank’s choosing, any or all of any non-cash Collateral and to
apply the proceeds of such sale to the payment
of any Credit Party’s obligations hereunder.


(b)      Bank shall have the right to
apply the proceeds of any sale or redemption (and any other Collateral
consisting of cash) in such order as Bank in its sole and absolute discretion
may determine, to the payment of the principal of, and accrued interest on,
Advances and of any other amounts payable by any Credit Party under this
Agreement.


(c)       If any securities in the Account or other items of non-cash Collateral
are, in whole or in part, actually convertible into or exchangeable for
securities or other property, then Bank shall have
the right, in its sole and absolute discretion, instead of selling such
securities or other items of non-cash
Collateral as set forth in clause (a) above, to convert or exchange them
pursuant to the terms applicable
thereto, to apply any cash received by Bank in such conversion or exchange to
the payment of any Credit Party’s obligations hereunder, and to sell as
provided in clause (a) above any securities or other property it
receives in such conversion or exchange.


(d)      If any securities in the
Account or other items of non-cash Collateral are of a type customarily sold on recognized markets, then no
notification to Guarantor of any public or private sale thereof by Bank is required; provided,
however, that, if notice is required by applicable law with respect
to any such sale, unless a notice period is specified by such applicable law
with respect to any such sale, one Business Day’s notice thereof shall be
reasonable notification to Guarantor.


(e)       The assertion or enforcement by Bank of the security interest granted
under this Agreement or any demand
that any Credit Party perform its obligations hereunder, or any action or proceedings brought to enforce this Agreement,
shall not release any Credit Party or otherwise affect this Agreement, or the liability of the Credit
Parties for any of their obligations hereunder and shall not release or
otherwise affect the security interest granted by the Credit Parties to Bank.


18.          NO WAIVER. No failure by Bank to
exercise any right, power or remedy under this Agreement, and no delay by Bank in exercising any such right, power or
remedy, shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise by
Bank of any other right, power or remedy. The
rights and remedies of Bank provided for in this Agreement are cumulative and
not exclusive of any rights and remedies otherwise available.


19.          AMENDMENTS; CONFLICTS. (a)
Except as provided in Section 3(e) above, no amendment, modification,
termination or waiver of any provision of the Application, the Letter of Credit or of this Agreement, or consent by Bank
to a departure therefrom by any Credit Party, shall be effective unless the same is in writing and
signed by each party to this Agreement; provided, however, that any agreement to modify the Letter of Credit shall also require
the consent thereto in writing of the Beneficiary.



 15
 









(b)      In the event
of any conflict or inconsistency between this Agreement (or any portion hereof)
and the Securities Account Control Agreement, this Agreement shall prevail.


20.      SUCCESSORS AND ASSIGNS;
PARTICIPATIONS. (a) This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective
representatives, successors and assigns; provided, however, that
it may not be assigned by any Credit Party without the prior written consent of
Bank, and any purported assignment in violation of this provision shall be null
and void.


(b)      Bank may from
time to time, in its sole and absolute discretion and without any Credit Party’s
further consent, make an assignment of all or any part of the Letter of Credit,
the Reimbursement Guarantee or this Agreement and sell participations in all or
any part thereof. Bank may disclose all information that it has or may acquire
about the Credit Parties to any prospective assignee of such assignment or to
any prospective purchaser of such participation.


21.      STANDARD OF CARE. Bank
shall be without liability to the Credit Parties for any loss, damage, cost,
expense (including attorneys’ fees and disbursements), liability or claim which
has not been determined by a court of competent jurisdiction to have arisen
from the willful misconduct or gross negligence of Bank; provided that
in no event shall Bank be liable for (a) any event or matter beyond Bank’s
reasonable control, (b) the truthfulness or accuracy of any statement in any
Document, or the validity, sufficiency or genuineness of Documents or Drafts,
even if such Documents or Drafts should prove to be in any or all respects
invalid, insufficient, fraudulent or forged, (c) the solvency of any Person issuing
any Document, (d) any delay in arrival or failure to arrive of any Document,
(e) any delay in giving or failure to give notice, (f) failure of any Draft or
Document to bear any reference or adequate reference to the Letter of Credit,
failure of Documents to accompany any Draft at presentation to Bank, or failure
of any Person to note the amount of any Draft on the Letter of Credit or to
surrender the Letter of Credit, (g) any failure to identify or locate any
Person, (h) any consequence of any error in, or of any inadequacy of,
instructions or information on the Application or otherwise relating to the
Letter of Credit, (i) any matter as to which banks assume no liability or
responsibility pursuant to the Uniform Customs and Practices for Documentary Credits
(1993 Revision) of the International Chamber of Commerce (Publication No.500) (“UCP
500”), or (j) any special, indirect or consequential damages even if Bank
was advised of the possibility of such damages.


22.      INDEMNIFICATION. Applicant
shall indemnify Bank and hold it harmless from and against any loss, damage,
cost, expense (including attorneys’ fees and disbursements), liability or claim
arising directly or indirectly from or in connection with the Application, the
Letter of Credit, this Agreement, the Securities Account Control Agreement,
Bank’s issuance of the Letter of Credit or its performance of its obligations
thereunder; provided that Bank shall not be indemnified and held
harmless from and against any such loss, damage, cost, expense, liability or
claim determined by a court of competent jurisdiction or applicable arbitration
authority as having arisen from Bank’s willful misconduct or gross negligence.



 16
 









23.      RULES GOVERNING LETTERS
OF CREDIT. The Letter of Credit is subject to and governed by the laws
of the State of New York, without regard to the conflict of law principles
thereof, and, to the extent not inconsistent with such laws, UCP 500.


24.      GOVERNING LAW. (a)
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York, without regard to the conflict of law principles
thereof.


(b)      Any
suit, action or proceeding with respect to this Agreement or any Advance may be
brought in the Supreme Court of the State of New York, County of New York, or
in the United States District Court for the Southern District of New York, and
the parties hereto hereby submit to the non-exclusive jurisdiction of such
courts for the purpose of any such suit, action or proceeding, and hereby waive
for such purpose any other preferential jurisdiction by reason of their present
or future domicile or otherwise. Each of the parties hereto hereby irrevocably
waives its right to trial by jury in any suit, action or proceeding with
respect to this Agreement, the Securities Account Control Agreement, the Letter
of Credit, the Application, any Document or any Advance.


25.      NOTICES. Unless
otherwise specified, any notice or demand hereunder shall be sent, delivered or
transmitted to the recipient at the address or relevant telephone number set
forth after its name hereinbelow:


If to Bank, at:


CUSTODIAL TRUST COMPANY

101 Carnegie Center

Princeton, NJ 08540-6231

Attention: Loan Compliance Officer

Telephone: (609) 951-2313

Facsimile: (609) 951-2317


If to Applicant, at:


DECODE CHEMISTRY, INC.

2501 Davey Road

Woodridge, IL 60517

Attention: Chris Tauer

Telephone: (630) 783-4600

Facsimile: (630) 783-4705



 17
 









If to Guarantor, at:


DECODE GENETICS, INC.

1000 Winter Street, Suite 3100

Waltham, MA 02154

Attention: Lance Thibault

Telephone: (978) 902-6926

Facsimile: (781) 466-8686


With a copy to:


DECODE GENETICS, INC.

Sturlugata 8

Reykjavik, Iceland 101

Attention: Tanya Zharov, Corporate Counsel

Telephone: + 354-570-1943

Facsimile: +354-570-1806


or to such other address
or telephone number as each party may designate for itself by like notice. The
means by or through which notices, demands and other communications hereunder
may be sent or transmitted include teletype, facsimile, central processing unit
connection, on-line terminal and magnetic tape, and, when so sent or
transmitted, such notices, demands and other communications shall be deemed to
have been sent or transmitted in writing.


26.      EXPENSES. Applicant
shall pay or, at the election of Bank, shall reimburse Bank for paying, (a) all
reasonable costs, fees and expenses (including reasonable attorneys’ fees)
incurred by Bank in connection with the preparation, administration or
enforcement of this Agreement, the Securities Account Control Agreement, the
Letter of Credit and Bank’s security interest in the Collateral, and (b) all
transfer, stamp, documentary or other similar taxes, assessments or charges
levied by any tax or other governmental authority in respect of this Agreement,
the Securities Account Control Agreement, the Letter of Credit, the Application,
any Document or any Advance.


27.      SEVERABILITY. If
any provision of this Agreement is invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions  of this Agreement (and
the validity, legality and enforceability of such provision in any other
jurisdiction) shall not be affected or impaired thereby.


28.      RESTRICTION ON
MODIFICATIONS TO THE LETTER OF CREDIT. Bank and Applicant hereby agree
that no amendment or modification to the Letter of Credit that increases the
face amount thereof shall be made without the prior written consent of
Guarantor.



 18
 









29.      MISCELLANEOUS. (a) All agreements,
representations and warranties contained in this Agreement shall survive
the execution and delivery of this Agreement and the making of any Advance.


(b)      Bank shall have the
continuing and exclusive right to apply any and all payments by any Credit Party to such of the obligations of the
Credit Parties under this Agreement as Bank may in its sole and absolute
discretion determine. All payments by any Credit Party to Bank pursuant to this
Agreement shall be made without set-off, and none of such payments shall be
subject to any counterclaim by any Credit
Party. To the extent that a Credit Party makes a payment or Bank receives
any payment for a Credit Party’s benefit, which is subsequently invalidated,
declared to be fraudulent or preferential,
set aside or required to be repaid to a trustee, debtor in possession, receiver
or any other party under any bankruptcy, reorganization or insolvency law,
common law or equitable cause, then, to such extent, the obligation hereunder
of such Credit Party which was to have been satisfied by such payment shall be
revived and continue as if such payment had not been received by Bank.


(c)       The headings of sections in
this Agreement are for convenience of reference only and shall not affect the
meaning or construction of any provision of this Agreement.


(d)      This Agreement may be
executed in one or more counterparts and by the parties hereto on separate
counterparts, each of which shall be deemed an original but all of which
together shall constitute but one and the same instrument.


[SIGNATURE
PAGE FOLLOWS]



 19
 









IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed in its name and on its behalf by its representative
thereunto duly authorized, all as of the day and year first above written.


	
  

  	
   

  	
  APPLICANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DECODE CHEMISTRY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Chris Tauer

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Chris Tauer

  	
   

  
	
   

  	
   

  	
   

  	
  Title: US Controller

  	
   

  



 


	
  

  	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DECODE GENETICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lance Thibault

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Lance Thibault

  	
   

  
	
   

  	
   

  	
   

  	
  Title: CFO and Treasurer

  	
   

  



 


	
  

  	
   

  	
  BANK:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSTODIAL TRUST COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ben
  J. Szwalbenest

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Ben
  J. Szwalbenest

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  	
   

  



 



 20














SCHEDULE A


Collateral Value


	
  Collateral Type

  	
   

  	
  Indicative

  Collateral Value

  (as a percentage of

  Market Value)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash equivalents

  	
   

  	
  99

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  U.S. government readily
  marketable debt securities

  	
   

  	
  95

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Investment-grade
  readily marketable municipal debt securities

  	
   

  	
  80

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Investment-grade
  readily marketable corporate debt securities

  	
   

  	
  70

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Readily marketable equity securities of acceptable quality and
  liquidity

  	
   

  	
  65

  	
  %