Exhibit 10.16


 


STANDARD INDUSTRIAL LEASE


 


AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


 


[GRAPHIC]


 


1.  Parties. This
Lease, dated, for reference purposes only,
March       ,   2003, 19__,
is made by and between County Road Properties, a partnership (herein called
“Lessor”) and Genomic Solutions Inc., a Delaware corporation (herein called
“Lessee”).


 


2.  Premises. Lessor
hereby leases to Lessee and Lessee leases from Lessor for the term, at the
rental, and upon all of the conditions set forth herein, that certain real
property situated in the County of San Mateo State of California, commonly
known as 935 Washington Street, San Carlos, California and described as a
single story building containing 22,000 square feet, more or less, measuring
100 feet by 220 feet, situated on that certain 3.87 acre parcel lying adjacent
to the north-westernly line of Block 7, North Redwood Subdivision.  Said premises are cross-hatched on Exhibit
“A” attached hereto and made a part hereof. 
Lessee is granted the non-exclusive right of ingress and egress and
parking over the area marked with diagonal lines on Exhibit “A”.


Said real property including
the land and all improvements thereon, is herein called “the Premises”.


 


3.  Term.


 


3.1 Term. 
The term of this Lease shall be for a term of eighteen (18) months
commencing on May 1, 2003 and ending on November 30, 2004 unless sooner
terminated pursuant to any provision hereof; See Paragraph 16.29 of Addendum


 


3.2. Delay in Commencement. See Paragraph 16.30
of Addendum.


 


4.  Rent.  Lessee shall pay to Lessor as rent for the
Premises equal monthly payments of $ 16,500.00, in advance, on the
first  day of each month of the term
hereof.  Lessee shall pay Lessor upon
the closing of the transactions contemplated under the Purchase Agreement $ 16,500.00  as rent for May 2003


 


Rent for any period during the
term hereof which is for less than one month shall be a pro rata portion of the
monthly installment.  Rent shall be
payable in lawful money of the United States to Lessor at the address stated herein
or to such other persons or at such other places as Lessor may designate in
writing.


 


5.  Security Deposit.
Lessee shall deposit with Lessor upon $ 16,500.00 as security for Lessee’s
faithful performance of Lessee’s obligations hereunder.  If Lessee fails to pay rent or other charges
due hereunder, or otherwise defaults with respect to any provision of this
Lease, Lessor may use, apply or retain all or any portion of said deposit for
the payment of any rent or other charge in default or for the payment of any
other sum to which Lessor may become obligated by reason of Lessee’s default,
or to compensate Lessor for any loss or damage which Lessor may suffer
thereby.  If Lessor so uses or applies
all or any portion of said deposit, Lessee shall within ten (10) days after
written demand therefor deposit cash with Lessor in an amount sufficient to
restore said deposit to the full amount hereinabove stated and Lessee’s failure
to do so shall be a material breach of this Lease.  Lessor shall not be required to keep said deposit separate from
its general accounts.  If Lessee
performs all of Lessee’s obligations hereunder, said deposit, or so much
thereof as has not theretofore been applied by Lessor, shall be returned, without
payment of interest or other increment for its use, to Lessee (or, at Lessor’s
option, to the last assignee, if any of Lessee’s interest hereunder) at the
expiration of the term hereof, and after Lessee has vacated the Premises.  No trust relationship is created herein
between Lessor and Lessee with respect to said Security Deposit.


 


6.  Use.


 


6.1 
Use. The Premises shall be used and occupied
only for manufacturing, warehousing, research and development and related
office uses as well as other related legal use and for no other purpose;*


 


6.2 
Compliance with Law.


 


(a)  Lessor warrants to Lessee that the Premises,
in its existing state, but without regard to the use for which Lessee will use
the Premises, does not violate any applicable building code regulation or
ordinance at the time that this Lease is executed.  In the event that it is determined that this warranty has been
violated, then it shall be the obligation of the Lessor, after written notice
from Lessee, to promptly, at Lessor’s sole cost and expense, to rectify any
such violation.  In the event that
Lessee does not give to Lessor written notice of the violation of this warranty
within 1 year from the commencement of the term of this Lease, it shall be
conclusively deemed that such violation did not exist and the correction of the
same shall be the obligation of the Lessee.


 


(b)  Except as provided in paragraph 6.2 (a),
Lessee shall, at Lessee’s expense, comply promptly with all applicable
statutes, ordinances, rules, regulations, orders, restrictions of record, and
requirements in effect during the term or any part of the term hereof
regulating the use by Lessee of the Premises. 
Lessee shall not use nor permit the use of the Premises in any manner
that will tend to create waste or a nuisance or, if there shall be more than
one tenant in the building containing the Premises, shall tend to disturb such
other tenants.


 


6.3 
Condition of Premises.  Except
as provided in paragraph 6.2 (a) Lessee hereby accepts the Premises in their
condition existing as of the date of the execution hereof, subject to all
applicable zoning, municipal, county and state laws, ordinances and regulations
governing and regulating the use of the Premises, and accepts this Lease
subject thereto and to all matters disclosed thereby and by any exhibits
attached hereto.  Lessee acknowledges
that neither Lessor nor Lessor’s agent has made any representation or warranty
as to the suitability of the Premises for the conduct of Lessee’s business.


 


7.  Maintenance, Repairs and Alterations.


 


7.1 
Lessee’s Obligation. Lessee shall keep in good
order, condition and repair the Premises and every part thereof, nonstructural,
(whether or not such portion of the Premises requiring repair, or the means of
repairing the same are reasonably or readily accessible to Lessee, and whether
or not the need for such repairs occurs as a result of Lessee’s use, any prior
use, the elements or the age of such portion of the Premises) including,
without limiting the generality of the foregoing, all plumbing, heating,
airconditioning, ventilating, electrical, lighting facilities and equipment
within the Premises, fixtures, walls (interior, ceilings, roofs (interior),
floors, windows, doors, plate glass and skylights located within the Premises,
and all landscaping, and signs located on the Premises and sidewalks and
parkways adjacent to the Premises.


 


7.2 
Surrender. On the last day of the term hereof,
or on any sooner termination; Lessee shall surrender the Premises to Lessor in
the same condition as when received, broom clean, ordinary wear and tear
excepted.  Lessee shall repair any
damage to the Premises occasioned by the removal of Lessee’s trade fixtures,
furnishings and equipment pursuant to Paragraph 7.5(d), which repair shall
include the patching and filling of holes and repair of structural damage.


 


7.3 
Lessor’s Rights.  If Lessee fails to perform Lessee’s obligations under this
Paragraph 7, Lessor may at its option (but shall not be required to) enter upon
the Premises, after ten (10) days prior written notice to Lessee, and put the
same in good order, condition and repair, and the cost thereof together with
interest thereon at the rate of 10% per annum shall become due and payable as
additional rental to Lessor together with Lessee’s next rental installment.


 












# the closing of the transactions
contemplated under the Purchase Agreement.


* subject to Lessor’s approval,
which shall not be unreasonably withheld as well as any and all applicable
government approvals.


 

















 


*except Lessor
shall repair structural protions and the roof of the building, all exterior
walls, driveways, parking lots and fences.


#See Paragraph
16.40 of Addendum


 


7.4. Lessor’s Obligations.
Subject to the provisions of Paragraphs 6.2(a) and 9 and except for damage
caused by any negligent or intentional act or omission of Lessee, Lessee’s
agents, employees, or invitees in which event Lessee shall repair the
damage.  Lessor, at Lessor’s expense
shall keep in good order, condition and repair the foundations, exterior walls
and the exterior roof of the Premises. 
Lessor shall not, however, be obligated to paint such exterior, nor
shall Lessor be required to maintain the interior surface of exterior walls,
windows, doors or plate glass.  Lessor
shall have no obligation to make repairs under this Paragraph 7.1 until a
reasonable time after receipt of written notice of the need for such
repairs.  Lessee expressly waives the
benefits of any statute now or hereafter in effect which would otherwise afford
Lessee the right to make repairs at Lessor’s expense or to terminate this Lease
because of Lessor’s failure to keep the Premises in good order, condition and
repair.*


 


7.5 
Alterations and Additions.


 


(a)  Lessee shall not, without Lessor’s prior
written consent make any alterations, improvements, additions, or Utility
Installations in, on or about the Premises, except for nonstructural
alterations not exceeding $10,000 in any calendar year in cost.  As used in this Paragraph 7.5 the term
“Utility Installation” shall mean bus ducting, power panels, wiring,
fluorescent fixtures, space heaters, conduits, airconditioning equipment and
plumbing.  Lessor may require that
Lessee remove any or all of said alterations, improvements, additions or
Utility Installations at the expiration of the term, and restore the Premises
to their prior condition.  Lessor may
require Lessee to provide Lessor, at Lessee’s sole cost and expense, a lien and
completion bond in an amount equal to one and one-half times the estimated cost
of such improvements, to insure Lessor against any liability for mechanic’s and
materialmen’s liens and to insure completion of the work.  Should Lessee make any alterations,
improvements, additions or Utility Installations without the prior approval of
Lessor, Lessor may require that Lessee remove any or all of the same.


 


(b)  Any alterations, improvements, additions or
Utility Installations in or about the Premises that Lessee shall desire to make
and which requires the consent of the Lessor shall be presented to Lessor in
written form, with proposed detailed plans. 
If Lessor shall give its consent the consent shall be deemed conditioned
upon Lessee acquiring a permit to do so from appropriate governmental agencies,
the furnishing of a copy thereof to Lessor prior to the commencement of the
work and the compliance by Lessee of all conditions of said permit in a prompt
and expeditious manner.


 


(c)  Lessee shall pay, when due, all claims for
labor or materials furnished or alleged to have been furnished to or for Lessee
at or for use in the Premises, which claims are or may be secured by any
mechanics’ or materialmen’s lien against the Premises or any interest
therein.  Lessee shall give Lessor not
less than ten (10) days’ notice prior to the commencement of any work in the
Premises, and Lessor shall have the right to post notices of non-responsibility
in or on the Premises as provided by law. 
If Lessee shall, in good faith, contest the validity of any such lien,
claim or demand, then Lessee shall, at its sole expense defend itself and
Lessor against the same and shall pay and satisfy any such adverse judgment
that may be rendered thereon before the enforcement thereof against the Lessor
or the Premises, upon the condition that if Lessor shall require, Lessee shall
furnish to Lessor a surety bond satisfactory to Lessor in an amount equal to
such contested lien, claim or demand indemnifying Lessor against liability for
the same and holding the Premises free from the effect of such lien or
claim.  In addition, Lessor may require
Lessee to pay Lessor’s attorneys fees and costs in participating in such action
if Lessor shall decide it is to its best interest to do so.


 


(d)  Unless Lessor requires their removal, as set
forth in Paragraph 7.5(a), all alterations, Improvements, additions and Utility
Installations (whether or not such Utility Installations constitute trade
fixtures of Lessee), which may be made on the Premises, shall become the
property of Lessor and remain upon and be surrendered with the Premises at the
expiration of the term.  Notwithstanding
the provisions of this Paragraph 7.5(d). 
Lessee’s machinery and equipment, other than that which is affixed to
the Premises so that it cannot be removed without material damage to the
Premises, shall remain the property of Lessee and may be removed by Lessee
subject to the provisions of Paragraph 7.2.#


 


8.  Insurance Indemnity.


 


8.1 
Insuring Party.  As used in this Paragraph 8, the term “insuring party” shall mean
the party who has the obligation to obtain the Property Insurance required
hereunder.  The insuring party shall be
designated in Paragraph 16.26 hereof. Whether the insuring party is the Lessor
or the Lessee, Lessee shall, as additional rent for the Premises, pay its pro
rata portion; See Paragraph 16.33 of Addendum cost of all insurance required
hereunder.  If Lessor is the insuring
party Lessee shall, within ten (10) days following demand by Lessor, reimburse
Lessor for the cost of the insurance so obtained.


 


8.2 
Liability Insurance.  Lessee shall, at Lessee’s expense obtain and keep in force during
the term of this Lease a policy of Combined Single Limit, Bodily Injury and
Property Damage Insurance insuring Lessor and Lessee against any liability
arising out of the ownership, use, occupancy or maintenance of the Premises and
all areas appurtenant thereto.  Such
insurance shall be a combined single limit policy in an amount not less than
$1,000,000.  The policy shall contain
cross liability endorsements and shall insure performance by Lessee of the
indemnity provisions of this Paragraph 8. 
The limits of said insurance shall not, however, limit the liability of
Lessee hereunder.  In the event that the
Premises constitute a part of a larger property said insurance shall have a
Lessor’s Protective Liability endorsement attached thereto.  If Lessee shall fail to procure and maintain
said insurance Lessor may, but shall not be required to procure and maintain
the same, but at the expense of Lessee. 
Not more frequently than each 5 years, if, in the reasonable opinion of
Lessor, the amount of liability insurance required hereunder is not adequate,
Lessee shall increase said insurance coverage as required by Lessor.  Provided, however that in no event shall the
amount of the liability insurance increase be more than fifty percent greater
than the amount thereof during the preceding five years of the term of this
lease.  However, the failure of Lessor
to require any additional insurance coverage shall not be deemed to relieve
Lessee from any obligations under this Lease.


 


8.3 
Property Insurance.


 


(a)  The insuring party shall obtain and keep in
force during the term of this Lease a policy or policies of insurance covering
loss or damage to the Premises, in the amount of the full replacement value
thereof, as the same may exist from time to time, which replacement value is
now $4,250,000.00,  but in no event
less than the total amount of promissory notes secured by liens on the Premises
against all perils included within the classification of fire, extended
coverage, vandalism, malicious mischief, special extended perils (all risk) and
sprinkler leakage.  Said insurance shall
provide for payment of loss thereunder to Lessor or to the holders of mortgages
or deeds of trust on the Premises.  The
insuring party shall, in addition, obtain and keep in force during the term of
this Lease a policy of rental income insurance covering a period of six months,
with loss payable to Lessor, which insurance shall also cover all real estate
taxes and insurance costs for said period. 
If the insuring party shall fail to procure and maintain said insurance
the other party may, but shall not be required to, procure and maintain the
same, but at the expense of Lessee. If such insurance coverage has a deductible
clause, Lessee shall be liable for the deductible amount.


 


                (b) If the Premises are part of a larger
building, or if the Premises are part of a group of buildings owned by Lessor
which are adjacent to the Premises, then Lessee shall pay for any increase in
the property insurance of such other building or buildings if said increase is
caused by Lessee’s acts, omissions, use or occupancy of the Premises.


 


(c) If the
Lessor is the insuring party the Lessor will not insure Lessee’s fixtures,
equipment or tenant improvements unless the tenant improvements have become a
part of the Premises under paragraph 7, hereof.  But if Lessee is the insuring party the Lessee shall insure its
fixtures equipment and tenant improvements.


 


(d) Not more
frequently than each three years, if, in the opinion of Lessor, the amount of
property insurance required hereunder is not adequate, the insuring party shall
increase said insurance coverage as required by Lessor.  However, such increase may be more frequent
than each three years if required by the insurance carrier in order to maintain
insurance for the full replacement value of the Premises.


 


8.4 Insurance Policies.  Insurance required
hereunder shall be in companies holding a “General Policyholders Rating” of B
plus or better as set forth in the most current issue of “Best’s Insurance
Guide”.  The insuring party shall
deliver to the other party copies of policies of such insurance or certificates
evidencing the existence and amounts of such insurance with loss payable
clauses satisfactory to Lessor.  No such
policy shall be cancellable or subject to reduction of coverage or other
modification except after ten (10) days’ prior written notice to Lessor.  If Lessee is the insuring party Lessee
shall, within ten (10) days prior to the expiration of such policies, furnish
Lessor with renewals or “binders” thereof, or Lessor may order such insurance
and charge the cost thereof to Lessee, which amount shall be payable by Lessee
upon demand.  Lessee shall not do or
permit to be done anything which shall invalidate the insurance policies
referred to in Paragraph 8.3.  If Lessee
does or permits to be done anything which shall increase the cost of the
insurance policies referred to in Paragraph 8.3, then Lessee shall forthwith
upon Lessor’s demand reimburse Lessor for any additional premiums attributable
to any act or omission or operation of Lessee causing such increase in the cost
of insurance.  If Lessor is the insuring
party, and if the insurance policies maintained hereunder cover other
improvements in addition to the Premises, Lessor shall deliver to Lessee a
written statement setting forth the amount of any such insurance cost increase
and showing in reasonable detail the manner in which it has been computed.


 


8.5 Waiver of Subrogation.  Lessee and Lessor each hereby waive any and
all rights of recovery against the other, or against the officers, employees,
agents and representatives of the other, for loss of or damage to such waiving
party or its property or the property of others under its control to the extent
that such loss or damage is insured against under any insurance policy in force
at the time of such loss or damages. 
The insuring party shall, upon obtaining the policies of insurance
required hereunder, give notice to the insurance carrier or carriers that the
foregoing mutual waiver of subrogation is contained in this Lease.


 


8.6. Indemnity.  Lessee shall indemnify and hold harmless
Lessor from and against any and all claims arising from Lessee’s use of the
Premises, or from the conduct of Lessee’s business or from any activity, work
or things done, permitted or suffered by Lessee in or about the Premises or
elsewhere and shall further indemnify and hold harmless Lessor from and against
any and all claims arising from any breach or default in the performance of any
obligation on Lessee’s part to be performed under the terms of this Lease, or
arising from any negligence of the Lessee, or any of Lessee’s agents,
contractors, or employees, and from and against all costs, attorney’s fees,
expenses and liabilities incurred in the defense of any such claim or any
action or proceeding brought thereon; and in case any action or proceeding be
brought against Lessor by reason of any such claim, Lessee upon notice from
Lessor shall defend the same at Lessee’s expense by counsel satisfactory to
Lessor.  Lessee, as a material part of
the consideration to Lessor, hereby assumes all risk of damage to property or
injury to persons, in, upon or about the Premises arising from any cause and
Lessee hereby waives all claims in respect thereof against Lessor.  See Paragraph 16.38 of Addendum


 


8.7 Exemption of Lessor from Liability.  Lessee hereby
agrees that Lessor shall not be liable for injury to Lessee’s business or any
loss of income therefrom or for damage to the goods, wares, merchandise or
other property of Lessee, Lessee’s employees, invitees, customers, or any other
person in or about the Premises, nor shall Lessor be liable  for injury to the person of Lessee, Lessee’s
employees, agents or contractors, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the
breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures, or from any other
cause, whether the said damage or injury results from conditions arising upon
the Premises or upon other portions of the building of which the Premises are a
part, or from other sources or places, and regardless of whether the cause of
such damage or injury or the means of repairing the same is inaccessible to
Lessee Lessor shall not be liable for any damages arising from any act or
neglect of any other tenant, if any of the building in which the Premises are
located


 


9. 
Damage or Destruction.


 


9.1 Partial Damage — Insured.  Subject to the provisions of Paragraphs 9.3
and 9.4. if the Premises are damaged and such damage was caused by a casualty
covered under an insurance policy required to be maintained pursuant to
Paragraph 8.3. Lessor shall at Lessor’s expense repair such damage but not
Lessee’s fixtures, equipment  or tenant
improvements unless the same have become a part of the Premises pursuant to
Paragraph 7.5 hereof as soon as reasonably possible and this Lease shall
continue in full force and effect. 
Notwithstanding the above, if the Lessee is the insuring party, and if
the insurance proceeds received by Lessor are not sufficient to effect such
repair, Lessor shall give notice to Lessee of the amount required in addition
to the insurance proceeds to effect such repair. Lessee shall contribute the
required amount to Lessor within ten days after Lessee has received notice from
Lessor of the shortage in the insurance. 
When Lessee shall contribute such amount to Lessor, Lessor shall make
such repairs as soon as reasonably possible and this Lease shall continue in
full [ILLEGIBLE].


 


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9.2 Partial Damage — Uninsured.  Subject to the provisions of Paragraphs 9.3
and 9.4, if at any time during the term hereof the Premises are damaged, except
by a negligent or willful act of Lessee, (in which event Lessee shall make the
repairs, at its expense) and such damage was caused by a casualty not covered
under an insurance policy required to be maintained pursuant to Paragraph 8.3,
Lessor may at Lessor’s option either (i) repair such damage as soon as
reasonably possible at Lessor’s expense, in which event this Lease shall
continue in full force and effect, or (ii) give written notice to Lessee within
thirty (30) days after the date of the occurrence of such damage of Lessor’s
intention to cancel and terminate this Lease as of the date of the occurrence
of such damage.  In the event Lessor
elects to give such notice of Lessor’s intention to cancel and terminate this
Lease, Lessee shall have the right within ten (10) days after the receipt of
such notice to give written notice to Lessor of Lessee’s intention to repair
such damage at Lessee’s expense, without reimbursement from Lessor, in which
event this Lease shall continue in full force and effect, and Lessee shall
proceed to make such repairs as soon as reasonably possible.  If Lessee does not give such notice within
such 10-day period this Lease shall be cancelled and terminated as of the date
of the occurrence of such damage.


 


9.3 Total Destruction.  If at any time during the term hereof the
Premises are totally destroyed from any cause whether or not covered by the
insurance required to be maintained pursuant to Paragraph 8.3 (including any
total destruction required by any authorized public authority) this Lease shall
automatically terminate as of the date of such total destruction.


 


9.4 Damage Near End of Term.  If the Premises are partially destroyed or
damaged during the last six months of the term of this Lease, Lessor may at
Lessor’s option cancel and terminate this Lease as of the date of occurrence of
such damage by giving written notice to Lessee of Lessor’s election to do so
within 30 days after the date of occurrence of such damage.


 


9.5 Abatement of Rent; Lessee’s Remedies.


 


(a)  If the Premises are partially destroyed or
damaged and Lessor or Lessee repairs or restores them pursuant to the
provisions of this Paragraph 9, the rent payable hereunder for the period
during which such damage, repair or restoration continues shall be abated in
proportion to the degree to which Lessee’s use of the Premises is impaired;
Except for abatement of rent if any, Lessee shall have no claim against Lessor
for any damage suffered by reason of any such damage, destruction, repair or
restoration.


 


(b)  If Lessor shall be obligated to repair or
restore the Premises under the provisions of this Paragraph 9 and shall not
commence such repair or restoration within 90 days after such obligation shall
accrue.  Lessee may at Lessee’s option
cancel and terminate this Lease by giving Lessor written notice of Lessee’s election
to do so at any time prior to the commencement of such repair or
restoration.  In such event this Lease
shall terminate as of the date of such notice.


 


9.6 Termination — Advance Payments.  Upon termination of this Lease pursuant to
this Paragraph 9, an equitable adjustment shall be made concerning advance rent
and any advance payments made by Lessee to Lessor.  Lessor shall, in addition, return to Lessee so much of Lessee’s
security deposit as has not theretofore been applied by Lessor.


 


9.7 Waiver.  Lessee waives the provisions of California
Civil Code Sections 1932 (2) and 1933 (4) which relate to termination of leases
when the thing leased is destroyed and agrees that such event shall be governed
by the terms of this Lease.


 


10.  Real Property Taxes.


 


10.1 
Payment of Taxes.  Lessee shall pay its pro rata share (as reflected in Paragraph
16.33) to Lessor upon written notice thereof. real property taxes applicable to
the Premises during the term of this Lease. 
All such payments shall be made at least ten (10) days prior to the
delinquency date of such payment. 
Lessee shall promptly furnish Lessor with satisfactory evidence that
such taxes have been paid: If any such taxes paid by Lessee shall cover any
period of time prior to or after the expiration of the term hereof, Lessee’s
share of such taxes shall be equitably prorated to cover only the period of
time within the tax fiscal year during which this Lease shall be in effect, and
Lessor shall reimburse Lessee to the extent required. 


 


10.2 
Definition of “Real Property” Tax.  As used herein, the term “real property tax”
shall include any form of assessment, license fee, commercial rental tax, levy,
penalty, or tax (other than inheritance or estate taxes), imposed by any
authority having the direct or indirect power to tax, including any city,
county, state or federal government, or any school, agricultural, lighting,
drainage or other improvement district thereof, as against any legal or
equitable interest of Lessor in the Premises or in the real property of which
the Premises are a part, as against Lessor’s right to rent or other income
therefrom, or as against Lessor’s business of leasing the Premises or any tax
imposed in substitution, partially or totally, of any tax previously included
within the definition of real property tax, or any additional tax the nature of
which was previously included within the definition of real property tax.


 


10.3 
Joint Assessment.  If the Premises are not separately assessed, Lessee’s liability
shall be an equitable proportion of the real property taxes for all of the land
and improvements included within the tax parcel assessed, such proportion to be
determined by Lessor from the respective valuations assigned in the assessor’s
work sheets or such other information as may be reasonably available.  Lessor’s reasonable determination thereof,
in good faith, shall be conclusive.


 


10.4 
Personal Property Taxes.


 


(a)  Lessee shall pay prior to delinquency all
taxes assessed against and levied upon trade fixtures, furnishings, equipment
and all other personal property of Lessee contained in the Premises or
elsewhere.  When possible, Lessee shall
cause said trade fixtures, furnishings, equipment and all other personal
property to be assessed and billed separately from the real property of Lessor.


 


(b)  If any of Lessee’s said personal property
shall be assessed with Lessor’s real property, Lessee shall pay Lessor the
taxes attributable to Lessee within 10 days after receipt of a written
statement setting forth the taxes applicable to Lessee’s property.


 


11.  Utilities.


 


Lessee shall
pay for all water, sewer, gas, heat, light, power, telephone and other
utilities and services supplied to the Premises, together with any taxes
thereon.  If any such services are not
separately metered to Lessee, Lessee shall pay a reasonable proportion to be
determined by Lessor of all charges jointly metered with other premises.


 


12.  Assignment and Subletting.


 


12.1 
Lessor’s Consent Required.  Lessee shall not voluntarily or by operation
of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber
all or any part of Lessee’s interest in this Lease or in the Premises, without
Lessor’s prior written consent, which Lessor shall not unreasonably withhold.  Any attempted assignment, transfer,
mortgage, encumbrance or subletting without such consent shall be void, and
shall constitute a breach of this Lease.


 


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12.2  Lessee
Affiliate.  Notwithstanding
the provisions of paragraph 12.1 hereof, Lessee may assign or sublet the
Premises, or any portion thereof, without Lessor’s consent, to any corporation
which controls, is controlled by or is under common control with Lessee, or to
any corporation resulting from the merger or consolidation with Lessee, or to
any person or entity which acquires all the assets of Lessee as a going concern
of the business that is being conducted on the Premises, provided that said
assignee assumes, in full, the obligations of Lessee under this Lease.  Any such assignment shall not, in any way,
affect or limit the liability of Lessee under the terms of this Lease even if
after such assignment or subletting the terms of this Lease are materially
changed or altered without the consent of Lessee, the consent of whom shall not
be necessary.


 


12.3  No Release
of Lessee.  Regardless of
Lessor’s consent, no subletting or assignment shall release Lessee of Lessee’s
obligation or alter the primary liability of Lessee to pay the rent and to
perform all other obligations to be performed by Lessee hereunder.  The acceptance of rent by Lessor from any
other person shall not be deemed to be a waiver by Lessor of any provision
hereof.  Consent to one assignment or
subletting shall not be deemed consent to any subsequent assignment or subletting.  In the event of default by any assignee of
Lessee or any successor of Lessee, in the performance of any of the terms
hereof, Lessor may proceed directly against Lessee without the necessity of
exhausting remedies against said assignee. 
Lessor may consent to subsequent assignments or subletting of this Lease
or amendments or modifications to this Lease with assignees of Lessee, without
notifying Lessee, or any successor of Lessee, and without obtaining its or
their consent thereto and such action shall not relieve Lessee of liability
under this Lease.


 


12.4  Attorney’s
Fees.  In the event Lessee
shall assign or sublet the Premises or request the consent of Lessor to any
assignment or subletting or if Lessee shall request the consent of Lessor for
any act that Lessee proposes to do then Lessee shall pay Lessor’s reasonable
attorneys fees incurred in connection therewith, such attorneys fees not to
exceed $250.00 for each such request.


 


13.          Defaults; Remedies.


 


13.1 
Defaults. 
The occurrence of any one or more of the following events shall
constitute a material default and breach of this Lease by Lessee:


 


(a)  The vacating or abandonment of the Premises
by Lessee.


 


(b)  The failure by Lessee to make any payment of
rent or any other payment required to be made by Lessee hereunder, as and when
due, where such failure shall continue for a period of three days after written
notice thereof from Lessor to Lessee.


 


(c)  The failure by Lessee to observe or perform
any of the covenants, conditions or provisions of this Lease to be observed or
performed by Lessee, other than described in paragraph (b) above, where such
failure shall continue for a period of 30 days after written notice hereof from
Lessor to Lessee; provided, however, that if the nature of Lessee’s default is
such that more than 30 days are reasonably required for its cure, then Lessee
shall not be deemed to be in default if Lessee commenced such cure within said
30-day period and thereafter diligently pursues such cure to completion.


 


(d) (i) The
making by Lessee of any general assignment, or general arrangement for the
benefit of creditors; (ii) the filling by or against Lessee of a petition to
have Lessee adjudged a bankrupt or a petition for reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed
against Lessee, the same is dismissed within 60 days); (iii) the appointment of
a trustee or receiver to take possession of substantially all of Lessee’s
assets located at the Premises or of Lessee’s interest in this Lease, where
possession is not restored to Lessee within 30 days; or (iv) the attachment,
execution or other judicial seizure of substantially all of Lessee’s assets
located at the Premises or of Lessee’s interest in this Lease, where such
seizure is not discharged within 30 days.


 


(e)  The discovery by Lessor that any financial
statement given to Lessor by Lessee, any assignee of Lessee, any subtenant of
Lessee, any successor in interest of Lessee or any guarantor of Lessee’s
obligations hereunder, and any of them, was materially false.


 


13.2 
Remedies. 
In the event of any such material default or breach by Lessee, Lessor
may at any time thereafter, with or without notice or demand and without
limiting Lessor in the exercise of any right or remedy which Lessor may have by
reason of such default or breach:


 


(a)  Terminate Lessee’s right to possession of
the Premises by any lawful means, in which case this Lease shall terminate and
Lessee shall immediately surrender possession of the Premises to Lessor.  In such event Lessor shall be entitled to
recover from Lessee all damages incurred by Lessor by reason of Lessee’s
default including, but not limited to, the cost of recovering possession of the
Premises; expenses of reletting, including necessary renovation and alteration
of the Premises, reasonable attorney’s fees, and any real estate commission
actually paid; the worth at the time of award by the court having jurisdiction
thereof of the amount by which the unpaid rent for the balance of the term
after the time of such award exceeds the amount of such rental loss for the
same period that Lessee proves could be reasonably avoided; that portion of the
leasing commission paid by Lessor pursuant to Paragraph 15 applicable to the
unexpired term of this Lease.


 


3

















 


(b)  Maintain Lessee’s right to possession in
which case this Lease shall continue in effect whether or not Lessee shall have
abandoned the Premises.  In such event
Lessor shall be entitled to enforce all of Lessor’s rights and remedies under
this Lease, including the right to recover the rent as it becomes due
hereunder.


 


(c)  Pursue any other remedy now or hereafter
available to Lessor under the laws or judicial decisions of the State in which
the Premises are located.


 


13.3 
Default by Lessor.  Lessor shall not be in default unless Lessor fails to perform
obligations required of Lessor within a reasonable time, but in no event later
than thirty (30) days after written notice by Lessee to Lessor and to the
holder of any first mortgage or deed of trust covering the Premises whose name
and address shall have theretofore been furnished to Lessee in writing,
specifying wherein Lessor has failed to perform such obligations; provided,
however, that if the nature of Lessor’s obligation is such that more than
thirty (30) days are required for performance then Lessor shall not be in
default if Lessor commences performance within such 30-day period and
thereafter diligently prosecutes the same to completion.


 


13.4 
Late Charges. 
Lessee hereby acknowledges that late payment by Lessee to Lessor of rent
and other sums due hereunder will cause Lessor to incur costs not contemplated
by this Lease, the exact amount of which will be extremely difficult to ascertain.  Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed on
Lessor by the terms of any mortgage or trust deed covering the Premises.  Accordingly, if any installment of rent or
any other sum due from Lessee shall not be received by Lessor or Lessor’s
designee within ten (10) days after such amount shall be due, Lessee shall pay
to Lessor a late charge equal to 5% of such overdue amount.  The parties hereby agree that such late
charge represents a fair and reasonable estimate of the costs Lessor will incur
by reason of late payment by Lessee. 
Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee’s default with respect to such overdue amount, nor prevent
Lessor from exercising any of the other rights and remedies granted hereunder.


 


14.
Condemnation. 
If the Premises or any portion thereof are taken under the power of
eminent domain, or sold under the threat of the exercise of said power (all of
which are herein called “condemnation”), this Lease shall terminate as to the
part so taken as of the date the condemning authority takes title or
possession, whichever first occurs.  If
more than 10% of the floor area of the improvements on the Premises, or more
than 25% of the land area of the Premises which is not occupied by any
improvements, is taken by condemnation, Lessee may, at Lessee’s option, to be
exercised in writing only within ten (10) days after Lessor shall have given
Lessee written notice of such taking (or in the absence of such notice, within
ten (10) days after the condemning authority shall have taken possession)
terminate this Lease as of the date the condemning authority takes such
possession.  If Lessee does not
terminate this Lease in accordance with the foregoing, this Lease shall remain
in full force and effect as to the portion of the Premises remaining, except
that the rent shall be reduced in the proportion that the floor area taken
bears to the total floor area of the building situated on the Premises.  Any award for the taking of all or any part
of the Premises under the power of eminent domain or any payment made under
threat of the exercise of such power shall be the property of Lessor, whether
such award shall be made as compensation for diminution in value of the
leasehold or for the taking of the fee, or as severance damages; provided,
however, that Lessee shall be entitled to any award for loss of or damage to
Lessee’s trade fixtures and removable personal property.  In the event that this Lease is not
terminated by reason of such condemnation. 
Lessor shall, to the extent of severance damages received by Lessor in
connection with such condemnation, repair any damage to the Premises caused by
such condemnation except to the extent that Lessee has been reimbursed therefor
by the condemning authority.  Lessee
shall pay any amount in excess of such severance damages required to complete
such repair.


 


15.  Broker’s Fee.  Upon execution of this Lease by both
parties, Lessor shall pay to N/A, a licensed real estate broker, a fee as set
forth in a separate agreement between Lessor and said broker, or in the event
there is no separate agreement the sum of $0.00 for brokerage services rendered
by said broker to Lessor in this transaction. 
Lessor further agrees that if Lessee exercises any option granted herein
or any option substantially similar thereto, either to extend the term of this
Lease, to renew this Lease, to purchase said Premises or any part thereof
and/or any adjacent property which Lessor may own or in which Lessor has an
interest, or any other option granted herein, or if said broker is the
procuring cause of any other lease or sale entered into between the parties
pertaining to the Premises and/or any adjacent property in which Lessor has an
interest, then as to any of said transactions, Lessor shall pay said broker a
fee in accordance with the schedule of said broker in effect at the time of
execution of this Lease.  Lessor agrees
to pay said fee not only on behalf of Lessor but also on behalf of any person,
corporation, association, or other entity having an ownership interest in said
real property or any part thereof, when such fee is due hereunder.  Any transferee of Lessor’s Interest in this
Lease, by accepting an assignment of such interest, shall be deemed to have
assumed Lessor’s obligation under this Paragraph 15.  Said broker shall be a third party beneficiary of the provisions
of this Paragraph.


 


16.  General Provisions.


 


16.1  Estoppel
Certificate.


 


(a)  Lessee shall at any time upon not less than
ten (10) days’ prior written notice from Lessor execute, acknowledge and
deliver to Lessor a statement in writing (i) certifying that this Lease is
unmodified and in full force and effect (or, if modified, stating the nature of
such modification and certifying that this Lease, as so modified, is in full
force and effect) and the date to which the rent and other charges are paid in
advance, if any, and (ii) acknowledging that there are not, to Lessee’s
knowledge, any uncured defaults on the part of Lessor hereunder, or specifying
such defaults if any are claimed.  Any
such statement may be conclusively relied upon by any prospective purchaser or
encumbrancer of the Premises.


 


(b)  Lessee’s failure to deliver such statement
within such time shall be conclusive upon Lessee (i) that this Lease is in full
force and effect, without modification except as may be represented by Lessor,
(ii) that there are no uncured defaults in Lessor’s performance, and (iii) that
not more than one month’s rent has been paid in advance or such failure may be
considered by Lessor as a default by Lessee under this Lease.


 


(c)  If Lessor desires to finance or refinance
the Premises, or any part thereof, Lessee hereby agrees to deliver to any
lender designated by Lessor such financial statements of Lessee as may be
reasonably required by such lender. 
Such statements shall include the past three years’ financial statements
of Lessee.  All such financial
statements shall be received in confidence and shall be used only for the
purposes herein set forth.


 


16.2  Lessor’s
Liability.  The term “Lessor”
as used herein shall mean only the owner or owners at the time in question of
the fee title or a lessee’s interest in a ground lease of the Premises, and
except as expressly provided in Paragraph 15, in the event of any transfer of
such title or interest, Lessor herein named (and in case of any subsequent
transfers the then grantor) shall be relieved from and after the date of such
transfer of all liability as respects Lessor’s obligations thereafter to be
performed, provided that any funds in the hands of Lessor or the then grantor
at the time of such transfer, in which Lessee has an interest, shall be
delivered to the grantee.  The obligations
contained in this Lease to be performed by Lessor shall, subject as aforesaid,
be binding on Lessor’s successors and assigns, only during their respective
periods of ownership.


 


16.3  Severability.  The invalidity of any provision of this
Lease as determined by a court of competent jurisdiction, shall in no way
affect the validity of any other provision hereof.


 


16.4  Interest on
Past-due Obligations.  Except
as expressly herein provided, any amount due Lessor not paid when due shall
bear interest at 10% per annum from the date due.  Payment of such interest shall not excuse or cure any default by
Lessee under this Lease, provided, however, that interest shall not be payable
on late charges incurred by Lessee nor on any amounts upon which late charges
are paid by Lessee.


 


16.5  Time of Essence.  Time is of the essence.


 


16.6  Captions.
Article and paragraph captions are not a part hereof.


 


16.7 Incorporation of Prior Agreements; Amendments.  This Lease contains all agreements of the
parties with respect to any matter mentioned herein.  No prior agreement or understanding pertaining to any such matter
shall be effective.  This Lease may be
modified in writing only, signed by the parties in interest at the time of the
modification.  Except as otherwise
stated in this Lease, Lessee hereby acknowledges that neither the real estate
broker listed in Paragraph 15 hereof nor any cooperating broker on this
transaction nor the Lessor or any employees or agents of any of said persons
has made any oral or written warranties or representations to Lessee relative
to the condition or use by Lessee of said Premises and Lessee acknowledges that
Lessee assumes all responsibility regarding the Occupational Safety Health Act
or the legal use of adaptability of the Premises and the compliance thereof to
all applicable laws and regulations enforced during the term of this Lease
except as otherwise specifically stated in this Lease.


 


16.8  Notices.  Any notice required or permitted to be given
hereunder shall be in writing and may be given by personal delivery or by
certified mail, and if given personally or by mail, shall be deemed
sufficiently given if addressed to Lessee or to Lessor, at the address noted
below the signature of the respective parties, as the case may be.  Either party may by notice to the other specify
a different address for notice purposes except that upon Lessee’s taking
possession of the Premises, the Premises shall constitute Lessee’s address for
notice purposes.  A copy of all notices
required or permitted to be given to Lessor hereunder shall be concurrently
transmitted to such party or parties at such addresses as Lessor may from time
to time hereafter designate by notice to Lessee.


 


16.9  Waivers.  No waiver by Lessor of any provision hereof
shall be deemed a waiver of any other provision hereof or of any subsequent
breach by Lessee of the same or any other provision.  Lessor’s consent to or approval of any act shall not be deemed to
render unnecessary the obtaining of Lessor’s consent to or approval of any
subsequent act by Lessee.  The acceptance
of rent hereunder by Lessor shall not be a waiver of any preceding breach by
Lessee of any provision hereof, other than the failure of Lessee to pay the
particular rent so accepted, regardless of Lessor’s knowledge of such preceding
breach at the time of acceptance of such rent.


 


16.10  Recording.  Lessee shall not record this Lease without
Lessor’s prior written consent, and such recordation shall, at the option of
Lessor constitute a non-curable default of Lessee hereunder.  Either party shall, upon request of the
other, execute, acknowledge and deliver to the other a “short form” memorandum
of this Lease for recording purposes.


 


16.11  Holding
Over.  If Lessee remains in
possession of the Premises or any part thereof after the expiration of the term
hereof without the express written consent of Lessor, such occupancy shall be a
tenancy from month to month at a rental in the amount of the last monthly
rental plus all other charges payable hereunder, and upon all the terms hereof
applicable to a month-to-month tenancy.


 


16.12  Cumulative
Remedies.  No remedy or
election hereunder shall be deemed exclusive but shall, wherever possible, be
cumulative with all other remedies at law or in equity.


 


16.13  Covenants
and Conditions.  Each
provision of this Lease performable by Lessee shall be deemed both a covenant
and a condition.


 


16.14  Binding
Effect;  Choice of Law.  Subject to any provisions hereof restricting
assignment or subletting by Lessee and subject to the provisions of Paragraph
16.2 this Lease shall bind the parties, their personal representatives,
successors and assigns.  This Lease
shall be governed by the laws of the State in which the Premises are located.


 


16.15  Subordination.


 


(a)  This Lease, at Lessor’s option, shall be
subordinate to any ground lease, mortgage, deed of trust, or any other
hypothecation for security now or hereafter placed upon the real property of
which the Premises are a part and to any and all advances made on the security
thereof and to all renewals, modifications, consolidations, replacements and
extensions thereof.  Notwithstanding
such subordination, Lessee’s right to quiet possession of the Premises shall
not be disturbed.  If Lessee is not in
default and so long as Lessee shall pay the rent and observe and perform all of
the provisions of this Lease unless this Lease is otherwise terminated pursuant
to its terms.  If any mortgagee, trustee
or ground lessor shall elect to have this Lease prior to the lien of its
mortgage, deed of trust or ground lease, and shall give written notice thereof
to Lessee, this Lease shall be deemed prior to such mortgage, deed of trust or
ground lease, whether this Lease is dated prior or subsequent to the date of
said mortgage, deed of trust or ground lease or the date of recording thereof.


 


4

















 


(b)  Lessee agrees to execute any documents
required to effectuate such subordination or to make this Lease prior to the
lien of any mortgage, deed of trust or ground lease, as the case may be, and failing
to do so within ten (10) days after written demand, does hereby make,
constitute and irrevocably appoint Lessor as Lessee’s attorney in fact and in
Lessee’s name, place and stead, to do so.


 


16.16  Attorney’s
Fees. If either party or the broker named herein brings an action to
enforce the terms hereof or declare rights hereunder, the prevailing party in
any such action, on trial or appeal, shall be entitled to his reasonable
attorney’s fees to be paid by the losing party as fixed by the court.  The provisions of this paragraph shall inure
to the benefit of the broker named herein who seeks to enforce a right
hereunder.


 


16.17  Lessor’s
Access.  Lessor and Lessor’s
agents shall have the right to enter the Premises at reasonable times on 24
hours notice (except in emergencies) for the purpose of inspecting the same,
showing the same to prospective purchasers, or lenders, or lessees, and making
such alterations, repairs, improvements or additions to the Premises or to the
building of which they are a part as Lessor may deem necessary or
desirable.  Lessor may at any time place
on or about the Premises any ordinary “For Sale” signs and Lessor may at any
time during the last 120 days of the term hereof place on or about the Premises
any ordinary “For Lease” signs, all without rebate of rent or liability to
Lessee.


 


16.18  Signs and
Auctions.  Lessee shall not
place any sign upon the Premises or connect any auction thereon without
Lessor’s prior written consent except that Lessee shall have the right, without
the prior permission of Lessor to place ordinary and usual for rent of sublet
signs thereon.


 


16.19  Merger.  The voluntary or other surrender of this
Lease by Lessee, or a mutual cancellation thereof, or a termination by Lessor,
shall not work a merger, and shall, at the option of Lessor, terminate all or
any existing subtenancies or may, at the option of Lessor, operate as an
assignment to Lessor of any or all of such subtenancies.


 


16.20  Corporate
Authority.  If Lessee is a
corporation, each individual executing this Lease on behalf of said corporation
represents and warrants that he is duly authorized to execute and deliver this
Lease on behalf of said corporation, in accordance with a duly adopted
resolution of the Board of Directors of said corporation or in accordance with
the Bylaws of said corporation, and that this Lease is binding upon said
corporation in accordance with its terms. 
If Lessee is a corporation Lessee shall, within thirty (30) days after
execution of this Lease, deliver to Lessor a certified copy of a resolution of
the Board of Directors of said corporation authorizing or ratifying the
execution of this Lease.


 


16.21  Consents.  Wherever in this Lease the consent of one
party is required to an act of the other party such consent shall not be
unreasonably withheld.


 


16.22  Guarantor.  In the event that there is a guarantor of
this Lease, said guarantor shall have the same obligations as Lessee under
Paragraphs 16.1 and 16.20 of this Lease.


 


16.23  Quiet
Possession.  Upon Lessee
paying the fixed rent reserved hereunder and observing and performing all of
the covenants, conditions and provisions on Lessee’s part to be observed and
performed hereunder, Lessee shall have quiet possession of the Premises for the
entire term hereof subject to all of the provisions of this Lease.


 


16.24  Options.
In the event that the Lessee, under the terms of this Lease, has any option to
extend the term of this Lease, or any option to purchase the Premises or any
right of first refusal to purchase the Premises or other property of Lessor,
then each of such options and rights are personal to Lessee and may not be
exercised or be as igned, voluntarily or involuntarily, by or to any one other
than Lessee except that it may be exercised by or assigned to any of the
entities described in paragraph 12.2 hereof for whom Lessee does not need the
consent of Lessor to assign this Lease. 
In the event that Lessee hereunder has any multiple options to extend
this Lease a later option to extend the Lease cannot be exercised unless the
prior option has been so exercised.


 


16.25  Multiple
Tenant Building Rules and Regulations.  In the event that the Premises are part of a larger building or
group of buildings then Lessee agrees that it will abide by, keep and observe
all reasonable rules and regulations which Lessor may make from time to time
for the management, safety, care, and cleanliness of the building and grounds,
the parking of vehicles and the preservation of good order therein as well as
for the convenience of other occupants and tenants of the building.  Further, Lessee will promptly pay its
prorata share, as reasonably determined by Lessor, of any maintenance or repair
of such portion of the Premises or such portion of the property of which the
Premises are a part, which are common areas or used by Lessee and other
occupants thereof.  The violations of
any such rules and regulations, or the failure to pay such prorata share of
costs, shall be deemed a material breach of this Lease by Lessee.


 


16.26  Insuring
Party.  The insuring partly
under this lease shall be the Lessor.


 


16.27  Additional
Provisions.  If there are no
additional provisions draw a line from this point to the next printed word
after the space left here.  If there are
additional provisions place the same here.


 


SEE ADDENDUM
ATTACHED HERETO AND MADE A PART HEREOF


ALSO INCLUDES
EXHIBIT A (property diagram)


 


 


The parties
hereto have executed this Lease at the place and on the dates specified
immediately adjacent to their respective signatures.


 


If this Lessee
has been filled in it has been prepared for submission to your attorney for
approval.  No representation or
recommendation is made by the real estate broker or its agents or employees as
to the legal sufficiency, legal effect, or tax consequences of this Lease or
the transaction relating thereto.


 


	
  Executed at 

  	
  Palm Desert,
  Calif.

  	
   

  	
   

  	
  COUNTY ROAD
  PROPERTIES

  
	
   

  	
   

  	
   

  
	
  on

  	
  March 8,
  2003

  	
   

  	
  By 

  	
  /s/ Roland
  Lampert

  	
  /s/ Audrey
  Lampert

  
	
  Address

  	
  660 Woodside
  Drive, Woodside, CA 94062

  	
   

  	
   

  	
  ROLAND
  LAMPERT

  	
  AUDREY
  LAMPERT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  P.O. Box
  7624, Menlo Park, CA 94026-7824

  	
   

  	
  By

  	
  /s/ Boris
  Wolper

  	
   

  
	
   

  	
   

  	
   

  	
  BORIS WOLPER

  	
  MALKAH
  WOLPER CAROTHERS

  
	
   

  	
   

  	
   

  	
  “LESSOR” (Corporate seal)

  
	
   

  	
   

  	
   

  	
   

  
	
  Executed at

  	
   

  	
   

  	
   

  	
  GENOMIC
  SOLUTIONS INC., a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
  on

  	
   

  	
   

  	
  By

  	
  /s/ Jeffrey
  S. Williams

  
	
   

  	
   

  	
  By

  	
  Jeffrey S.
  Williams, President

  
	
  Address

  	
  935
  Washington St., San Carlos, CA 94070

  	
   

  	
   

  	
  "LESEE"
  (Corporate Seal)

  
													



 


5

















 


 


Exhibit “A”


 


This is a diagram of the city
block (the “Block”) on which the leased property is located.  The Block is bordered to the north by
Washington St., to the east by Industrial Road and to the west by Bayport
Ave.  Industrial Road extends one block
to the north and one block to the south of the Block.  Washington St. extends one block to the west of the Block.  Bayport Ave extends one block to the north
of the Block.  Bayside Blvd. intersects
with Washington St. between Industrial Road and Bayport Ave. and terminates at
the Block.  Varian St. originates at the
bottom right portion of the Block and runs west.  No border or street appears to the direct south of the
Block.  The Block is divided into eleven
subparts, labeled (clockwise, from top left) Block 7, Parking, 1650 Industrial,
929 Washington, 933 Washington, 933 Washington, 935 Washington, Parking, 990
Varian, Block 7 and Block 7. 
Descriptions of the subparts appear below.


 


Block 7 (top
left subpart of Block).  A rectangular subpart with a large X drawn through it and the
words “Block 7” running from the west side to the east side of the subpart.  This subpart measures 0.9 inches by 1.75
inches.


 


Parking (top
middle subpart of Block).  A subpart shaped like a backward letter ‘L’ with diagonal lines
drawn through it.  The larger leg of the
‘L’ shape measures 1 inch by 5.25 inches and the smaller leg measures 0.9
inches by 0.9 inches.  The word
“Parking”, running from the north side to the south side, appears four times in
this subpart.


 


1650
Industrial (top right subpart of Block).  A rectangular subpart measuring 1 inch by 3
inches with the words “1650 Industrial” running from the north side to the
south side of the subpart.  An interior
line bisects this subpart creating a letter ‘L’ shaped section on its eastern
side.  The larger leg (running north to
south) of the ‘L’ shape measures 0.9 inches by 0.8 inches and the smaller leg
(running east to west) measures 0.1 inch by 0.8 inches.  The number ‘82’ is handwritten into this
subpart in three places with the letters running from east to west.  The number ‘100’ is handwritten into this
subpart running north to south.


 


929 Washington
(upper middle right subpart of Block).  A rectangular subpart measuring 1 inch by
0.8 inches with the words “929 Washington” running from the north side to the
south side of the subpart.  An interior
line bisects this subpart creating a letter ‘L’ shaped section on its northern
side.  The larger leg (running north to
south) of the ‘L’ shape measures 0.4 inches by 0.1 inches and the smaller leg
(running east to west) measures 0.1 inches by 0.1 inches.  The number ‘100’ is handwritten into this
subpart with the letters running from east to west.  The number ‘116’ is handwritten into this subpart running north
to south.


 


933 Washington
(middle right subpart of Block).  A rectangular subpart measuring 0.9 inches
by 1.6 inches with the words “933 Washington” running from the north side to
the south side of the subpart.  The
number ‘120’ is handwritten into this subpart with the letters running from
east to west.  The number ‘84’ is
handwritten into this subpart running north to south.


 


935 Washington
(lower middle right subpart of Block).  A rectangular subpart measuring 2.2 inches
by 1 inch with the words “935 Washington” running from the north side to the
south side of the subpart.  The subpart
is shaded with crisscrossing diagonal lines.


 


Parking
(bottom right subpart of Block).  A square subpart measuring 1.3 inches by 1.3
inches with the word “Parking” running from the north side to the south side of
the subpart.  The subpart is shaded with
diagonal lines.


 


990 Varian
(bottom middle subpart of Block).  A rectangular subpart measuring 1 inch by
1.3 inches with the words “990 Varian” running from the north side to the south
side of the subpart.


 


Block 7
(bottom left subpart of Block).  A rectangular subpart with a large X drawn through
it and the words “Block 7” running from the west side to the east side of the
subpart.  This subpart measures 0.8
inches by 2 inches.


 


Block 7
(middle left subpart of Block).  This subpart is separated from the Block 7
subpart described above by the smaller leg of the ‘L’ shaped space labeled as
Parking.  It is a rectangular subpart
with a large X drawn through it and the words “Block 7” running from the west
side to the east side of the subpart. 
This subpart measures 0.8 inches by 1.8 inches.  The number ‘200’ is handwritten into this
subpart with the letters running from east to west.  The number ‘100’ is handwritten into this subpart running north
to south and appears at the east and west ends of the subpart.


 


Between Varian St. and
Washington St. the following words are printed:


 


WOLPER AND COMPANY


660 Woodside Drive


Woodside, CA 94062


 


 


 


6

















 


ADDENDUM TO LEASE


Dated March, 2003


By and between


COUNTY ROAD PROPERTIES as Lessor and


GENOMIC SOLUTIONS INC. as Lessee


 


16.28      Parking.


Lessee shall have the exclusive
right to use all spaces currently marked “GeneMachines” on the east side of the
premises.


 


16.29      Term.


Paragraph 3.1 of the Lease is
modified by the addition of the following: provided however, that this Lease
shall only become effective upon the closing of the transaction contemplated in
that Asset Purchase Agreement (the “Purchase Agreement”), dated February 28,
2003, between Lessee and Genomic Instrumentation Services, Inc., d/b/a
GeneMachines.


 


16.30      Delay in Commencement.


Paragraph 3.2 of the Lease is
modified and shall read in its entirety as follows:  In the event that the closing of the transactions contemplated by
the Purchase Agreement does not take place prior to April 30, 2003, Lessee shall
have no obligations under this Lease, including any obligation for any security
deposit and Lessor shall be under no obligation to Lessee.


 


16.31      Condition of Premises.


With respect to Paragraph 6.3,
Lessor warrants that all building systems and sub-systems are in good working
condition, and that the premises will be free from any code violations and will
comply with ADA requirements at the commencement of the lease.  Compliance with these warranties shall be at
Lessor’s sole cost and expense.


 


16.32      Options.


A.                                   Grant of Option to Extend: Lessee shall
have the right to extend the term of this Lease (“Option”) for two (2)
consecutive extension terms of three (3) years each, commencing upon the
completion of the initial term, on all the terms and conditions set forth
herein except that rent shall be adjusted at the commencement of each such
extension term pursuant to the provisions set forth below.


 


B.                                     Exercise of Option. Lessee may exercise
its Option(s) to extend by giving notice in writing not later than March 1,
2004 for the first extension term, and not later than March 1, 2007, for the
second extension term.  Notice of the
exercise of the Option shall be given by certified mail, to the Lessor at 660
Woodside Drive, Woodside, CA 94062-2357, and simultaneously to 1875 Oak Knoll
Lane, Menlo Park, CA 94025.  Failure to
exercise an Option in a timely manner shall render it null and void and of no
further force and effect.


 


C.                                     Effect of Default on Options. Lessee shall
have no right to exercise an Option (i) if, at the time of exercise of the
Option, Lessee is in default under the terms of this Lease; or (ii) If Lessee
has failed, on two or more occasions in the preceding twelve (12) months of the
lease term, to remit any installment of rent or any other sum due within ten
(10) days after written notice from Lessor to Lessee that such payment is
due.  All


 


1

















 


rights of
Lessee under the provisions of an Option shall terminate and be of no further
force or effect, notwithstanding Lessee’s timely exercise of an Option, if
Lessee is in default under the terms of this Lease at the time of the
commencement of the extended term. 
Lessor’s failure to serve Notice of Default prior to the date of
commencement of the extended term, after notice of exercise of Option by
Lessee, shall constitute conclusive evidence that Lessee is not then in
default, has timely exercised its Option, and that the extended term has
properly commenced.


 


D.                                    Rent for Extended Term(s). The rental rate
shall be adjusted at the commencement of each extended term, to the Fair Market
Rental Rate for industrial premises with comparable improvements existing at
the time the Option(s) are exercised (but in no event more than one (1) year
before the expiration of each extension term) in the San Carlos-Redwood City
area.  Upon receipt of notice of
Lessee’s exercise of its Option, Lessor shall notify Lessee within thirty (30)
days of the rental rate which Lessor believes, in the exercise of good faith,
to reflect the Fair Market Rental Rate applicable for the extension term
(“Lessor’s Rent Notice”).  Lessee shall
have a period of thirty (30) days after receipt of Lessor’s Rent Notice to
object to the same, by written notice to Lessor setting forth the rate which
Lessee believes, in the exercise of good faith, to reflect the Fair Market
Rental Rate applicable for the extension term (“Lessee’s Rent Objection”).  In the event of such objection, each party
shall select an arbitrator within ten (10) days after delivery of Lessee’s Rent
Objection, and within fifteen (15) days thereafter the two arbitrators shall
select a third arbitrator.  The
arbitrators so selected shall meet and confer and determine the appropriate
Fair Market Rental Rate for the duration of the extension term, and their
decision shall be final and binding on the parties.  The arbitrators so selected shall be commercial real estate
agents or brokers with at least five (5) years’ experience in the leasing of like
properties in San Mateo County.  In the
event that the decision of the arbitrators has not, for any reason, been
rendered before the commencement of the extended term, that fact shall not
operate to effect or invalidate the exercise of the Option, but Lessee shall
continue to pay rent in the amount due under this Lease in the month preceding
the commencement of the extended term, subject to retroactive adjustment when
the new rental rate is determined.


 


16.33      Pro-ration of Taxes and Insurance.


Lessee’s pro rata share of
insurance premiums and taxes shall reflect the ratio of the approximate square
footage of Lessee’s premises (22,000) to the approximate square footage of all
buildings located on the 3.87 acre parcel of which the leased premises are a
part (consisting of approximately 80,000 square feet).  The parties agree that Lessee’s pro rata
share at commencement of the lease term is 27.5%.  Should the total approximate square footage of the buildings
increase or decrease during the lease term, or any extensions thereof, Lessee’s
pro rata share shall be adjusted accordingly.


 


16.34      Environmental and Hazardous Conditions
Disclosure.


Lessor represents and warrants
that it has no knowledge of any adverse environmental conditions, or the
presence of toxic or hazardous materials present in, on, under, or about the
premises or the building of which the premises are a part.  In making such representations and
warranties, Lessor relies upon the “Preliminary Environmental Site Assessment
Report for Buildings 1, 2, and 3, dated August 18, 1995 prepared for its former
tenant, Harris Corporation; and upon the Closure Report dated May 20, 1996
prepared for the Harris Corporation. 
(Lessee’s premises consist of Buildings 2 and 3 therein.)  Lessee acknowledges receipt of a copy of
such reports.


 


2

















 


Lessee shall not use or store
hazardous or toxic materials on the premises without the prior written consent
of the Lessor, which consent shall not be unreasonably withheld.  Any such use or storage shall be in strict
compliance with any and all applicable governmental regulations and
requirements.  Lessee shall provide a
list to Lessor of such hazardous materials it intends to use in its business
prior to the commencement of this Lease, which shall become an Addendum to this
Lease.


 


16.35      Specialized Lessee Improvements.


Lessee reserves the right to
remove, at the termination of the Lease (including any extensions thereof), any
“Specialized Lessee Improvements” installed by and paid for by the Lessee or
its predecessor in interest, provided that Lessee shall repair any damage
resulting from said removal.


 


16.37      Sublease Profits.


In the case of any subleasing
(except for a sublease under the terms of Paragraph 12.2) one half of any sums
or other economic consideration received by Lessee as a result of such sublease
shall be paid to Lessor, after first deducting the unamortized cost of
leasehold improvements paid for by Lessee and the costs of any real estate
commissions or other costs of subletting.


 


16.38      Authority.


Each individual executing this
Lease on behalf of Lessor represents and warrants that he or she is authorized
to do so and that this Lease is binding upon Lessor.


 


16.39      Compliance with law.


Paragraph 6.2 of the Lease is
modified by the addition of the following: 
Notwithstanding any other term of the Lease, if at any time during the
term of this Lease, or any extension thereof, Lessor or Lessee receives any
notice of non-compliance, or requirement for alterations, modifications, or
compliance required in the building or any improvements thereon as imposed on
property in general (as opposed to such requirements that may arise or result
from Lessee’s particular use, alteration, or occupancy of the premises), the
cost of remediation and/or Compliance therewith shall be the obligation of
Lessor, at Lessor’s sole cost and expense.


 


16.40      Alterations and Additions.


Paragraph 7.5(d) of the Lease
is modified by the addition of the following: 
Notwithstanding anything to the contrary in this Lease, Lessee shall
have the right to remove any and all assets purchased by Lessee under the
Purchase Agreement.


 


16.41      Indemnity.


Paragraph 8.6 of the lease is
modified by the addition of the following: 
Notwithstanding any other term of this Lease, Lessor shall indemnify and
hold harmless Lessee from and against any and all claims arising from the
condition of the premises (except to the extent that the condition complained
of was the result of Lessee’s negligent or willful act or omission), or from
any activity, work or things done, permitted or suffered by Lessor in or about
the Premises or elsewhere, and shall further indemnify and hold harmless Lessee
from and against any and all claims arising from any breach or default in the
performance of any obligation on Lessor’s part to be performed under the terms
of this Lease or from the negligent or willful act or omission of Lessor,
Lessor’s agents, contractors or employees, and from and against all Costs,
attorney’s fees, expenses and liabilities incurred in the defense of any such claim
or any action or proceeding brought thereon; and in case any action or
proceeding be brought against Lessee by reason of any such claim, Lessor upon
notice from Lessee shall defend the same at Lessor’s expense by counsel
satisfactory to Lessee.


 


3

















 


16.42  Damage and Destruction; Right of
Termination by Lessee.


Paragraph 9.5(b) is modified by
the addition of the following: Notwithstanding any other provision of the
Lease, in the event of partial damage to the premises as to which Lessor is
obligated to repair or restore the Premises under the provisions of the Lease,
lessee shall have the right to terminate this Lease by giving written notice to
Lessor if such repairs has not been completed within 180 days after such
obligation to repair the accrued.  In
such event, the Lease shall terminate on the date of such notice.


 


	
  LESSEE:

  	
   

  
	
   

  	
   

  
	
  GENOMIC
  SOLUTIONS INC.

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/Jeffrey
  S. Williams

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its

  	
  President

  	
   

  	
   

  
	
   

  	
   

  
	
  LESSOR:

  	
   

  
	
   

  	
   

  
	
  COUNTY ROAD
  PROPERTIES, a partnership

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Roland
  Lampert

  	
   

  	
  By

  	
  /s/ Audrey
  Lampert

  
	
   

  	
   

  
	
  Its

  	
   

  	
   

  	
  Its

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Boris
  Wolper

  	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
  Its

  	
   

  	
   

  	
  Its

  	
   

  



 


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