Exhibit
10.21


 


AGREEMENT
OF PURCHASE AND SALE


AND JOINT ESCROW INSTRUCTIONS


This AGREEMENT OF
PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made as of the
Effective Date (as defined herein), by and between deCODE Chemistry Inc., an
Illinois corporation (“Seller”), and WOODRIDGE HOLDINGS LLC, an Oregon limited
liability company or its assigns (“Buyer”).


RECITALS:


A.                                   Seller
is the owner of that certain improved real property located at 2501 W. Davey
Road, Woodridge, Will County, Illinois 60517, and more particularly described
on Exhibit “A” attached hereto and incorporated herein by this reference
(the “Property”). Under the terms of this Agreement, the Property shall also be
deemed to include all improvements, transferable mineral rights, assignable
development rights, air rights, sewer rights, fixtures, Seller’s interest in
signs and signage rights, heating, ventilation and air-conditioning systems,
elevator systems, easements, rights-of-way, appurtenances and assignable
permits, authorizations, licenses, warranties, and Service Contracts (as
defined below) pertaining thereto and all fixtures actually owned by Seller
thereon. Notwithstanding the foregoing, it is agreed and understood that those
items of property and equipment described on Exhibit “B” attached hereto
and made a part hereof are not included in the sale and will be retained by
Seller.


B.                                     Buyer
now desires to purchase from Seller, and Seller now desires to sell to Buyer,
the Property.


NOW, THEREFORE, in
consideration of the covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Buyer and Seller hereby agree as follows:


1.                                       Purchase
and Sale.  Seller hereby agrees to
sell, and Buyer hereby agrees to buy, the Property upon the terms and
conditions set forth herein.


2.                                       Purchase
Price.  The “Purchase Price” for the
Property will be Twenty-Five Million Dollars ($25,000,000). Concurrent with the
opening of Escrow (as defined below), Buyer shall deposit with Escrow Holder
(as defined below) a promissory note (“Note”) signed by Terrell Group
Management LLC, an affiliate of Buyer in the form attached hereto as Exhibit
“C” and made a part hereof in the amount of One Hundred Thousand Dollars
($100,000) which Note will be converted to cash upon delivery by Buyer of the
Due Diligence Contingency Satisfaction Notice (as defined below). The cash
proceeds of the Note are to be held in an interest-bearing account, with any
interest accruing thereon while held in Escrow being added to said sum
(collectively, the “Deposit”). The Deposit will be returned to Buyer if Buyer
does not deliver the Due Diligence Contingency Satisfaction Notice prior to the
Due Diligence Contingency Date (as defined below), but shall otherwise be nonrefundable
to Buyer. At least one (1) business day prior to the Closing Date, Buyer will
deposit with Escrow Holder the balance of the Purchase Price, plus Buyer’s
share of prorations and closing costs described below, by means of federal wire
transfer or other method satisfactory to Escrow Holder so that immediately
available funds will be available to Escrow Holder for the benefit of Seller at
the opening of business on the Closing Date.


3.                                       Escrow.


(a)                                  No
later than two (2) business days following the parties’ execution of this
Agreement, the parties shall proceed to open an escrow (“Escrow”) with Chicago
Title Insurance Company (the “Escrow Holder”), by depositing therein a
fully-executed original of this Agreement along with the Deposit from Buyer. Buyer
and Seller shall execute any further standard escrow instructions reasonably
required by Escrow Holder; provided, this Agreement shall control in the event
of any inconsistency between this Agreement and such additional escrow
instructions.



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(b)                                 Buyer
and Seller hereby agree that the Escrow Holder will be the “real estate
reporting person” for purposes of this Agreement, if necessary, pursuant to
Internal Revenue Code (“IRC”) Section 6045(e).


4.                                       Delivery
of Title.  Prior to the Closing Date,
Seller shall deposit with Escrow Holder a duly executed and acknowledged
Statutory Form of Special Warranty Deed in the form attached hereto as Exhibit
“D” and made a part hereof, conveying the Property to Buyer subject only
to: (a) a lien to secure payment of real estate taxes and assessments, not
delinquent; (b) all matters of record not disapproved by Buyer, as described in
Paragraph 5 below; and (c) any tenant leases not disapproved by Buyer affecting
the Property. Notwithstanding the foregoing, any monetary liens encumbering the
Property, other than non-delinquent real estate taxes and assessments, shall be
removed from title or bonded against by Seller on or before the Closing (as
defined below), at Seller’s sole cost and expense, unless otherwise agreed to
or waived by Buyer in writing. Title shall be evidenced by the issuance at the
Closing, by the Title Company, of an extended ALTA owner’s policy of title
insurance (the “Title Policy”) in the amount of the Purchase Price showing
title to the Property vested in Buyer. Buyer shall pay the difference between
the cost of a standard form owner’s policy of title insurance and the cost of
the Title Policy and, except the cost of any required survey, shall satisfy any
Title Company requirements in connection therewith.


5.                                       Due
Diligence  Contingency Date.  Buyer
shall have until 5:00 p.m. on the date that is thirty (30) days after the
Effective Date (the “Due Diligence Contingency Date”) to notify Seller, by
notice to Seller and Escrow Holder, in writing, that Buyer is satisfied with
its review of the Property (the “Due Diligence Contingency Satisfaction Notice”).
Unless such notice is delivered by the Due Diligence Contingency Date, this
Agreement shall automatically terminate, Escrow Holder shall return the Deposit
to Buyer, and neither party hereto shall have any further rights or obligations
hereunder (except as otherwise expressly provided herein).


(a)                                  Title.  Buyer shall have until the Due Diligence
Contingency Date to disapprove in writing the legal description of the Property
attached hereto as Exhibit “A”, along with any matters of title as
disclosed by a current standard preliminary title report or title commitment
issued by the Title Company and legible copies, if obtainable, of the recorded
documents referred to in such preliminary title report or title commitment, all
of which shall be delivered to Buyer promptly following the opening of Escrow
or by the survey to be provided by Seller.


(b)                                 Review
of Documents.  Seller shall promptly
deliver to Buyer, legible copies of the following information with respect to
the Property to the extent in Seller’s possession:


(i)                                     All
Leases and any amendments and/or modifications thereto, including a current
rent roll for the Property;


(ii)                                  The
monthly income and expense records for the Property for the period of time
which is two (2) years prior to the Effective Date (including property tax
bills), in the form customarily maintained by Seller and to the extent same are
available to Seller;


(iii)                               Certificates
of occupancy and any other governmental permits or entitlements in Seller’s
possession relating to the Property, if any;


(iv)                              All
service contracts and other agreements in Seller’s possession relating to the
operation of the Property (collectively, the “Service Contracts”), if any;


(v)                                 Copies
of any existing Survey and/or plans and specifications regarding the Property
which are in Seller’s possession, if any;


(vi)                              Estoppel
Certificate for the Lease (as defined herein), which shall be substantially in
the form of Exhibit “E” attached hereto and incorporated herein by this
reference.


(vii)                           Copies
of the working drawings and “as built” drawings relating to all improvements to
the Property within the possession or control of Seller.



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(viii)                        All
information within the possession or control of Seller relating to the
environmental condition of the Property including all environmental reports
prepared for Seller or any affiliate of Seller;


(ix)                                Any
appraisals of the Property within the possession or control of Seller or any
affiliate of Seller;


(x)                                   Copies
of all proposals and reports, studies, plans, permits, specifications and
drawings relating to the Property within the possession or control of Seller or
any affiliate of Seller;


(xi)                                An
inventory of all personal property used or useful in the operation of the
Property;


(xii)                           The
existing ALTA survey of the Property prepared by Spaceco Inc. dated May 23,
2002.


(xiii)                        Copies of
all insurance policies of Seller relating to the Property.


Seller agrees to
deliver the above-referenced documents to Buyer within seven (7) days after the
Effective Date. If this Agreement is terminated for any reason, Buyer covenants
to immediately return to Seller all documentation theretofore delivered to
Buyer by or on behalf of Seller, and Buyer shall also deliver to Seller,
promptly upon Buyer’s receipt, copies of any and all reports, studies, Surveys
or similar matters commissioned by Buyer with respect to the Property.


(c)                                  Inspections
and Studies.  Buyer shall have until
the Due Diligence Contingency Date to conduct inspections, economic feasibility
analyses, investigations with regard to zoning, building codes and other
governmental regulations, architectural inspections, Hazardous Materials (as
defined below), engineering tests, surveys, and soils, seismic and geological
reports with respect to the Property (including all structural and mechanical
systems, and leased areas), as Buyer may elect to make or obtain. All such
inspections, tests and studies shall be at Buyer’s sole cost and expense. Buyer
and its consultants shall have the right to enter upon the Property, following
the opening of Escrow and until the Due Diligence Contingency Date, to conduct
such inspections, tests and studies; provided, that such entry onto the
Property shall not interfere with any tenant’s or Seller’s quiet enjoyment of
the Property and shall be conducted, in accordance with all Applicable Law (as
defined below), only following prior reasonable notice to Seller’s local
property manager to permit such property manager to accompany any such entry. Buyer
assumes all risk and expense relating to Buyer’s entry on the Property, and
Buyer hereby agrees to indemnify, defend (with counsel reasonably acceptable to
Seller), protect and hold Seller and Seller’s officers, directors, shareholders,
partners (either general or limited), employees, agents and representatives
(collectively, “Seller’s Agents”), as well as the Property, harmless from and
against any and all claims, liabilities, damages, costs or expenses resulting
from said inspections, including, without limitation, reasonable attorneys’
fees and costs, and court costs. The indemnification obligations of Buyer set
forth in this Paragraph 5(c) shall survive the Closing or any expiration or
earlier termination of this Agreement. Prior to Buyer entering the Property to
conduct the inspections and tests described above, Buyer, at Buyer’s sole cost
and expense, shall cause each of its agents and contractors to obtain and
maintain, and deliver to Seller, evidence of general liability and workmen’s
compensation insurance in such commercially reasonable limits as requested by
Seller, and naming Seller as an additional insured party and which insurance
shall provide coverage against claim for personal injury or property damage
caused or incurred by Buyer or its agents, employees or contractors in
connection with such inspections and tests. If for any reason Buyer does not
complete the purchase of the Property from the Seller, Buyer shall deliver to
Seller copies of all inspection, test and study reports which it has obtained
in connection with the Property without cost to Seller.


(d)                                 Leaseback                                        During
the period from the Effective Date until the Due Diligence Contingency Date,
Buyer and Seller shall exercise their best efforts to negotiate and agree upon
a lease of the Property to Seller (the “Lease”) and upon the form and substance
of a Letter of Credit securing Seller’s obligations under the Lease. The Lease
will be guaranteed by



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MediChem Life
Sciences, Inc. and by deCODE Genetics, Inc. (collectively “Guarantor”). The
Lease will be an absolute net lease, with Seller responsible for the payment of
all expenses relating to the Property, including but not limited to structural
and nonstructural, foreseen and unforeseen, ordinary and extraordinary changes
and repairs which may be required to keep all parts of the Property in good
repair and condition, and all other expenses relating to the Property,
including but not limited to all taxes, insurance, utilities, all maintenance,
roofing, glass, structural repair costs, site and site utilities, landscaping,
HVAC, structural members, modifications or changes mandated by any regulatory
authority having jurisdiction over the Property, all to be paid directly by
Seller as tenant. The Property will be leased in an AS IS – Where Is Condition
With All Faults, with no warranty or representation of any kind, express or
implied, pertaining to the Property, the condition thereof (environmental or
otherwise), the value thereof or any other matter pertaining to the Property.
The Lease will include such customary provisions relating to insurance to be
provided by the tenant and mutually acceptable to Seller, Buyer and Buyer’s
Lender. The Lease will provide for base monthly rent of One Hundred Sixty-Three
Thousand Eighty Three and 33/100 Dollars ($163,083.33) over an initial term of
seventeen (17) years, with annual rent increases of two and one half percent
(2.5%). Seller will have two (2) five (5) year renewal options each at the then
prevailing market rate for properties used for purposes similar to the current
use of the Property by tenants similar to Seller. The Letter of Credit will be
in effect for the first ten (10) years of the term of the Lease. The Letter of
Credit shall be for an initial term of not less than one (1) year and shall
from time to time, be renewed and remain in full force and effect until the end
of the tenth Lease Year. The Letter of Credit will be in the amount of
$5,000,000. At such time as deCODE Genetics, Inc.’s consolidated financial
statements (as reported to the Securities and Exchange Commission on the form
10 Q filed by deCODE Genetics) establishes that deCODE Genetics, Inc. has
operated at a cumulative net profit during any four (4) consecutive quarterly
periods during the Term, the amount of the Letter of Credit shall be reduced to
$4,000,000. Upon the occurrence of an event of default under the terms of the
Lease and termination of tenant’s right to occupy the Property under applicable
law, Buyer will have the right to draw the entire balance of the Letter of
Credit. The cash proceeds from the Letter of Credit will be maintained in a
separate interest bearing account, with the interest added to and made a part
of the separate account. Buyer may withdraw funds from this account from time
to time to reimburse Buyer for any losses relating to the default, including
but not limited to lost rent and retenanting costs for the Property. If Buyer’s
damages as a result of the default are less than the cash proceeds of the
Letter of Credit, the remaining balance in the separate account shall be paid
to Seller. If Buyer’s damages as a result of the default are more than the cash
proceeds of the Letter of Credit, the tenant and Guarantor’s liability for
damages will not, however, be limited to the amount of the Letter of Credit but
shall include all damages actually suffered by Buyer as a result of the uncured
event of default. Seller, as tenant, shall have the right, under the terms of
the Lease, to build out, at Seller’s sole expense, up to 28,000 square feet of
lab expansion space existing within the building. Buyer shall have the right,
but not the obligation, to purchase the tenant improvements and lease back to
Seller at an effective rate comparable to the rate applicable to the improved
built-out space at the Property, or upon such other terms as the parties may
mutually agree.


(e)                                  Ground
Lease Right.  As part of the Lease,
Seller, as tenant shall have the option during the first five years of the Term
(“Ground Lease Right”) to enter into a separate ground lease for approximately
4.5 acres of buildable land which is currently landscaped undeveloped land on
the Property (the “Ground Lease Parcel”). The approximate location of the
Ground Lease Parcel is depicted on Exhibit “E” attached hereto. Upon Seller
request, the Ground Lease Parcel shall be removed from the leased Property. Seller
as Ground Lessee and Buyer as Ground Lessor shall enter into a Ground Lease
(the “Ground Lease”) for the Ground Lease Parcel. The Ground Lease shall
contain terms and conditions common to ground leases upon which the tenant
intends to build a new structure and shall contain the following specific
terms: (a) the term of the Ground Lease shall be twenty (20) years with five
(5) five consecutive (5) year renewal options; (b) the initial rent will be an
amount equal to eight percent (8%) of the “then current land value” of the
Ground Lease Parcel as of the date of exercise of the Ground Lease Right, (and
the “then current land value” shall be an amount equal to $6.00 per square foot
as of the commencement date of the Lease, and increase 2.5% per year from the
commencement date of the Lease until the exercise of the Ground Lease Right
[for example, if the then current land value of the Ground Lease Parcel is
$6.00 per square foot, the 4.5 acre Ground Lease Parcel would be worth
$1,176,120 and the annual rent would be $94,090 ($1,176,120 x 8%)]; and (c) the
Ground Lease will be guaranteed in the same manner as the Lease, but there
shall be no letter of credit nor security deposit. If Seller, as tenant, has
not exercised the Ground Lease Right



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within five (5)
years after the commencement date of the Lease, Seller may remove the Ground
Lease Parcel from the Lease and sell the Ground Lease Parcel, provided,
however, that prior to removal of the Ground Lease Parcel, Buyer shall offer
the Ground Lease Parcel to Seller, as tenant by written notice to Seller. The
written notice shall set forth the price and terms pursuant to which Buyer is
willing to sell the Ground Lease Parcel. If Seller does not, within thirty (30)
days after the date of the notice, accept the offer, Buyer may proceed to sell
the Ground Lease Parcel upon any terms acceptable to Buyer, free and clear of
any claim of Seller, as tenant under the terms of the Lease, provided, however,
that Buyer may not sell the Ground Lease Parcel for a price that is less than
ninety percent (90%) of the price set forth in the written notice to the
Seller, as tenant without providing a new notice and offer to Seller to buy the
Ground Lease Parcel for such new price (‘revised offer”), and Seller shall have
an additional thirty (30) days in which to accept the revised offer and further
provided, if Buyer has not sold the Ground Lease Parcel within two (2) years of
the date of the notice to Seller, before Buyer can sell the Ground Lease
Parcel, Buyer must begin the sale process again by a new notice to Seller.


(f)                                    Financing
Contingency.  Buyer shall have sixty
(60) days from the date Buyer delivers the Due Diligence Contingency
Satisfaction Notice (the “Finance Contingency Date”) to notify Seller, by
notice to Seller and Escrow Holder, in writing, that Buyer has obtained
financing for its purchase of the Property, satisfactory to Buyer in Buyer’s
sole discretion (the “Finance Contingency Satisfaction Notice”). Unless such
notice is delivered by the Finance Contingency Date, this Agreement shall
automatically terminate, Escrow Holder shall release the Deposit to Buyer, and
neither party hereto shall have any further rights or obligations hereunder (except
as otherwise expressly provided herein).


6.                                       Costs
and Prorations.  All rents, deposits,
taxes, utilities and other payments by or actually to Seller relating to the
Property shall be prorated as of the midnight preceding the Closing on either a
365-day year or a 30-day month, whichever is most convenient for Escrow Holder.
It is agreed that since Seller is obligated to pay all real estate taxes during
the term of the Lease, there shall be no proration at Closing for real estate
taxes for 2006 or 2007 and such taxes shall be paid by Seller as tenant before
the due date and in the manner provided for in the Lease. Any security
deposits, cleaning deposits, and/or prepaid rents actually held by Seller and
not applied shall be credited to Buyer. Seller shall be responsible for paying
the premium for the standard portion of the Title Policy, and Buyer shall be
responsible for paying any costs associated with any extended ALTA Title Policy
requested by or for the benefit of Buyer or any other endorsements. If Seller
is required by the Title Company to obtain a new Survey of the Property in
order to issue the Title Policy without any survey objections, the costs of the
new Survey shall be the responsibility of Seller. Buyer and Seller shall each
pay one-half (1/2) of any Escrow fees. Documentary transfer taxes, conveyance
taxes and/or any sales taxes, as well as all recording fees or charges for the
deed or release of existing mortgages or liens, are also the responsibility of
Seller. All other costs and expenses not specifically allocated herein shall be
paid in accordance with the custom of the County in which the Property is
located. Seller shall pay a real estate commission equal to four percent (4%)
of the Purchase Price, payable one half (1/2) to Buyer’s agent, Joe DeJager and
Monte Haynes of GVA Kidder Matthews (“Buyer’s Broker”), and one half (1/2) to
Seller’s agent Sandra Griggs and Chris Crnkovich of GVA Williams (“Seller’s
Broker”).


7.                                       Closing
Documents and Conditions; and Closing.


(a)                                  Following
the opening of Escrow, Seller shall operate and maintain the Property in the
ordinary course of business (consistent with Seller’s prior practice),
reasonable wear and tear excepted and will not enter into any new agreements
affecting the Property through and until the Closing. The Closing (“Closing” or
“Closing Date”) shall occur no later than fifteen (15) days after issuance of
the Finance Contingency Satisfaction Notice.


(b)                                 As
conditions precedent to Seller’s obligations under this Agreement (unless
otherwise waived, in writing, by Seller), and before the Closing Date, Buyer
shall deliver to Escrow Holder: an executed closing, settlement or disbursement
statement prepared by Escrow Holder and reasonably agreed to by Seller; the
balance of the Purchase Price to Escrow Holder, to which the Deposit has
already been applied, pursuant to Paragraph 2 above; and such other documents
as may be reasonably required by Escrow Holder and/or the Title Company in
order to consummate the transaction contemplated by this Agreement.



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(c)                                  As
conditions precedent to Buyer’s obligations under this Agreement (unless
otherwise waived, in writing, by Buyer), and on the Closing Date, Seller shall
deliver to Buyer: possession of the Property, subject to any leases approved by
Buyer; and to Escrow Holder, on or before the Closing Date: the executed,
original statutory form Special Warranty Deed, an executed closing statement
prepared by Escrow Holder; the Estoppel Certificate if not previously delivered
to Buyer; the executed, original Assignment and Assumption of Leases and
Security Deposits, in the form attached hereto as Exhibit “G”; the
executed, original Assignment and Assumption of Service Contracts for the
Property, which shall be substantially in the form of Exhibit “H”
attached hereto and incorporated herein by this reference; a FIRPTA Certificate
(as defined below), which shall be substantially in the form of Exhibit “I”
attached hereto and incorporated herein by this reference; and such other
documents as may be reasonably required by Escrow Holder in order to consummate
the transaction contemplated by this Agreement.


(d)                                 Unless
otherwise mutually agreed to by Seller and Buyer in writing, and
notwithstanding the Closing Date set forth in Paragraph 1 above, the “Closing”
of this transaction shall mean, and shall be conclusively deemed to occur on,
the date the Escrow Holder is prepared to issue the Title Policy and record the
Warranty Deed in the County Recorder’s Office of the County in which the
Property is located and Escrow Holder concurrently releases the Purchase
Price to Seller.


(e)                                  If
either party desires to transfer the Property through an exchange transaction
under Internal Revenue Code Section 1031 (the “Exchanging Party”), the other
party (the “Other Party”) agrees to cooperate with such exchange so long as (a)
the Other Party bears no expense in connection with such cooperation, (b) the
Other Party incurs and assumes no additional risk or liability, (c) the
exchange will not result in any impairment or restriction of any remedies or
rights of the Other Party, (d) the Closing is not delayed as a result of the
exchange, and (e) the Other Party is not required to take or hold title to any
exchange property. The Exchanging Party shall indemnify, protect, hold harmless
and defend the Other Party from and against any and all claims, damages, costs,
liabilities, losses and expenses (including reasonable attorney fees) arising
out of the exchange transaction. This indemnity shall survive the Closing.


8.                                       Damage
or Destruction and Condemnation.  If
all or any portion of the Property is damaged or destroyed prior to the
Closing, or if any condemnation or eminent domain proceedings (the “Proceedings”)
are instituted or threatened by written notice against the Property after the
Contingency Date but prior to the Closing, and the costs of repair or
reconstruction or the extent of the Proceedings are reasonably estimated to be
in excess of One Million Dollars ($1,000,000), Buyer or Seller shall have the
right to terminate this Agreement by giving written notice thereof to the other
party within five (5) business days after Seller notifies Buyer of the event of
any damage or destruction or the Proceedings, whereupon neither Buyer nor
Seller shall have any further rights or obligations hereunder following the
return of the Deposit to Buyer (except as otherwise provided herein). If
Neither Seller or Buyer terminates this Agreement, as aforesaid, this Agreement
shall continue in full force and effect without modification or reduction in
the Purchase Price.


9.                                       Representations
and Warranties.


(a)                                  Seller
hereby represents and warrants to Buyer that Seller is a duly formed and
validly existing Illinois corporation, maintaining a place of business in
Woodridge, Illinois.


(b)                                 Buyer
hereby represents and warrants to Seller that Buyer is a duly formed and
validly existing limited liability company, qualified to do business and in
good standing in the State of Oregon


(c)                                  Buyer
and Seller, each for itself only, hereby represent and warrant to each other
that: each has the requisite power and authority to execute, deliver and
perform this Agreement and to consummate the transaction contemplated hereby;
the execution and delivery of this Agreement by Buyer and Seller, the
performance and compliance with all of the terms and conditions hereof to be
performed and complied with by Buyer and Seller, and the consummation by Buyer
and Seller of the transaction contemplated hereby have been duly authorized by
all requisite action on the part of Buyer and Seller; this Agreement and all
documents and agreements ancillary hereto and all documents required hereby
have been, or



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when executed and
delivered by Buyer and Seller shall have been, duly and validly executed and
delivered by Buyer and Seller, and shall constitute the legal, valid and
binding obligations of Buyer and Seller, enforceable in accordance with their
respective terms.


(d)                                 Buyer
and Seller, each for itself only, hereby represent and warrant to each other
that the execution, delivery and performance of this Agreement by Buyer and
Seller, and the consummation by Buyer and Seller of the transaction
contemplated hereby, do not require the consent, waiver, approval, license or
authorization of any foreign, federal, state or local public authority or any
other person or entity.


(e)                                  Seller
hereby represents and warrants that it is not aware of the existence of any
Hazardous Materials used or stored in violation of Applicable Law or the
release of any Hazardous Materials on or in the Property and that Seller has
not received any notice from any governmental authority of the presence of any
Hazardous Materials on or in the Property or the release of any Hazardous
Materials on or in the Property in violation of any Applicable Law.


For the purposes
of this Agreement, the term “Hazardous Materials” means any substance: (i) the
presence of which requires investigation, remediation or disclosure under any
present or future federal, state or local statute, regulation, ordinance,
order, action, policy or common law (collectively, “Applicable Law”); (ii) the
presence of which causes or threatens to cause a nuisance or other harm upon
the Property or to adjacent properties or poses or threatens to pose a hazard
to the health or safety of persons on or about the Property; and/or (iii)
including, without limitation, waste, pollutants, oil or other hazardous
substances, including, without limitation, petroleum or petroleum products,
radioactive, flammable or explosive substances, asbestos and/or
asbestos-containing materials, polychlorinated biphenyls and all materials and
wastes which are or become classified as “hazardous substances,” “hazardous
materials” and/or “toxic substances” under any Applicable Law, as the same may
be amended from time to time, including, but not limited to, the Resource
Conservation and Recovery Act (RCRA) (42 U.S.C. §6901, et.  seq.),
the Comprehensive Environmental Response, Compensation and Liability Act
(CERCLA) (42 U.S.C. §9601, et.  seq.), the Toxic Substances
Control Act (15 U.S.C. §2601, et.  seq.), the Clean Water Act (33
U.S.C. §1251, et. seq.), and the Clean Air Act (42 U.S.C. §7401, et.
seq.).


(f)                                    Each
party warrants to the other that no brokers have been involved in the purchase
and sale hereunder other than Buyer’s Broker and Seller’s Broker. Seller and
Buyer agree to indemnify, defend and hold harmless from the other from and
against any claims for broker’s commission other than the commission due and
payable to Buyer’s Broker and Seller’s Broker, whose commission shall be paid
by the Seller as provided herein.


(g)                                 The
foregoing representations and warranties of Seller and Buyer set forth in this
Paragraph 9 shall survive the Closing or any expiration or earlier termination
of this Agreement.


Except for the
representations and warranties set forth above, Buyer acknowledges and agrees
to purchase the Property in its “AS IS - WHERE IS CONDITION
WITH ALL FAULTS”. Seller or its agents have made no warranty or
representation of any kind, expressed or implied, pertaining to the Property,
the condition thereof (environmental or otherwise), the value thereof or any
other matter pertaining to the Property.


10.                                 Default
and Legal Fees.


(a)                                  Upon
the bringing of any action or suit by a party hereto against another party
hereto by reason of any alleged default hereunder or to interpret or enforce
any terms hereof, the prevailing party shall be entitled to recover as an
element of its costs of suit, and not as damages, reasonable attorneys’ fees
and costs, and court costs, whether or not the suit proceeds to final judgment,
settlement or otherwise.


(b)                                 IN
THE EVENT THE CLOSING DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY
DEFAULT BY BUYER, BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND
EXTREMELY DIFFICULT TO ESTIMATE



 7
 









THE DAMAGES WHICH
SELLER MAY SUFFER. THEREFORE, BUYER AND SELLER HEREBY AGREE THAT A REASONABLE
ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN THE EVENT THAT
BUYER DEFAULTS AND FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY IS, AND SHALL
BE, AS SELLER’S SOLE AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY), AN
AMOUNT EQUAL TO THE DEPOSIT (EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT). SAID
AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR THE BREACH OF THIS
AGREEMENT BY BUYER, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN
EXPRESSLY WAIVED BY SELLER (EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT). UPON
ANY DEFAULT BY BUYER, THIS AGREEMENT MAY BE TERMINATED BY SELLER, AND NEITHER
PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EACH TO THE
OTHER, EXCEPT FOR: (i) THE RIGHT OF SELLER TO COLLECT SUCH LIQUIDATED DAMAGES
FROM BUYER AND/OR ESCROW HOLDER; (ii) BUYER’S OBLIGATION TO RETURN THE
DOCUMENTS DESCRIBED IN, AND SUBJECT TO THE TERMS OF, PARAGRAPH 5 ABOVE; (iii)
THE RIGHT OF SELLER TO ENFORCE ITS REMEDIES UNDER THE INDEMNIFICATION
OBLIGATIONS OF BUYER CONTAINED IN THIS AGREEMENT; AND (iv) THE RIGHT OF SELLER
TO COLLECT ANY ATTORNEYS’ FEES AND COSTS, AND COURT COSTS, INCURRED UNDER THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, IN ENFORCING THIS PARAGRAPH 10(b).


(c)                                  IN
THE EVENT THE CLOSING DOES NOT OCCUR AS HEREIN PROVIDED BY REASON OF ANY
DEFAULT BY SELLER, BUYER AND SELLER AGREE THAT BUYER SHALL BE ENTITLED TO SEEK,
AS ITS SOLE AND EXCLUSIVE REMEDY AT ITS ELECTION EITHER: (I) THE REMEDY OF
SPECIFIC PERFORMANCE OF SELLER’S OBLIGATIONS TO CONVEY THE PROPERTY TO BUYER;
OR (II) TERMINATE THIS AGREEMENT IN WHICH EVENT THE EARNEST MONEY SHALL BE
RETURNED TO BUYER. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY ACTUAL,
PUNITIVE, SPECULATIVE OR CONSEQUENTIAL DAMAGES.


	
  

  	
   

  	
  /s/ PT

  	
   

  	
  /s/ C.T.

  	
   

  
	
   

  	
   

  	
  BUYER’S INITIALS

  	
   

  	
  SELLER’S INITIALS

  



 


11.                                 Notices.  All notices or other communications required
or permitted hereunder must be in writing to be effective, and shall be
personally delivered or sent by registered or certified mail, return receipt
requested, or delivered via overnight mail (via Federal Express or similar
overnight courier), or delivered via telecopier or electronic mail (e-mail),
and shall be deemed received upon the earliest of: (a) the date of delivery, if
personally delivered or delivered via overnight mail, (b) three (3) business
days after the date of posting by the U.S. or Canadian postal service, if
mailed, or (c) the date when sent, if sent by telecopier or e-mail. Any notice
or other communication sent by telecopier or e-mail shall be confirmed within
one (1) business days by letter mailed or delivered to the receiving party
according to the foregoing. All such notices or communications shall be
addressed as follows:


	
  To Seller:

  	
  deCode Chemistry, Inc.

  
	
   

  	
  2501 W. Davey Road

  
	
   

  	
  Woodridge, Illinois 60517

  
	
   

  	
  Attn: Chris Tauer

  
	
   

  	
  Telecopier No. (630) 783-4705            

  
	
   

  	
  e-mail: ctauer@decode.com

  
	
   

  	
   

  
	
   

  	
   

  
	
  With a copy to:

  	
  Brown & Brown P.C.

  
	
   

  	
  513 Central Avenue – Fifth Floor

  
	
   

  	
  Highland Park, Illinois 60035

  
	
   

  	
  Attn: Kenneth H. Brown

  
	
   

  	
  Telecopier No. (847) 433-6735

  
	
   

  	
  e-mail: khb@brownbrownlaw.com

  



 



 8
 









 


	
  To Buyer:

  	
  Woodridge Holdings LLC

  
	
   

  	
  c/o Terrell Group Management

  
	
   

  	
  5300 Meadow Road, Suite 400

  
	
   

  	
  Lake Oswego, Oregon 97035

  
	
   

  	
  Attn: Scott Miller

  
	
   

  	
  Telecopier No. 503-459-4204

  
	
   

  	
  e-mail: scott@terrellgroup.com

  
	
   

  	
   

  
	
   

  	
   

  
	
  With a copy to:

  	
  Josselson & Potter

  
	
   

  	
  425 NW 10th Avenue, Suite 306

  
	
   

  	
  Portland, Oregon 97209

  
	
   

  	
  Attn: Irving Potter

  
	
   

  	
  Telecopier No. 503-228-0171

  
	
   

  	
  e-mail: irving@jprlaw.com

  
	
   

  	
   

  
	
  To Escrow
  Holder:

  	
  Chicago Title Insurance Company

  
	
   

  	
  171 N. Clark Street

  
	
   

  	
  Chicago, Illinois 60601

  
	
   

  	
  Attn:

  	
                                                                 

  	
   

  
	
   

  	
  Telecopier No.

  	
                                                    

  	
   

  
						



 


12.                                 Successors
and Assigns; and Assignment.


(a)                                  Buyer
may assign this Agreement and/or any of Buyer’s rights hereunder to any
third-party individual or entity, without Seller’s consent (but upon written
notice to Buyer and Escrow Holder. No transfer, whether with or without Seller’s
consent, shall operate to release Buyer or alter Buyer’s primary liability to
perform the obligations of Buyer under this Agreement or cause the Seller to
incur any costs or other economic detriment in connection with the transfer.


(b)                                 This
Agreement shall be binding upon and shall inure to the benefit of the permitted
successors and assigns of the parties hereto.


13.                                 Entire
Agreement and Exhibits.  This
Agreement, together with all Recitals and Exhibits attached hereto, contains
the entire agreement between the parties hereto with respect to the subject
matter hereof, and no addition or modification of any term or provision shall
be effective unless set forth in writing and executed by both Buyer and Seller.


14.                                 Time
of Essence.  Time is of the essence
of each and every term, condition, obligation and provision hereof.


15.                                 Governing
Law.  This Agreement shall be
construed and enforced in accordance with the laws of the State of Illinois. Buyer
and Seller hereby consent and agree to the jurisdiction of the state or federal
courts sitting in the County of Will, State of Illinois, and waive any
objection based on venue or forum non conveniens with respect to any
action instituted therein, and further agree that any dispute concerning the
relationship between the parties hereto or this Agreement, or otherwise, shall
be heard only in the courts described above.


16.                                 FIRPTA
Compliance.  Seller is not a foreign
corporation or person within the meaning of Section 1445 of the IRC, as
amended. Based upon the foregoing, and at or prior to the Closing, Seller shall
deliver to Escrow Holder a “FIRPTA Certificate” certifying Seller’s non-foreign
status.


17.                                 Interpretation
of Agreement.  Terms, captions,
headings and titles of this Agreement are solely for convenience of reference
and shall not affect its interpretation. This Agreement will be construed
without regard to any presumption or other rule requiring construction against
the party drafting the document, and shall be construed neither for nor



 9
 









against Seller or
Buyer, but will be given a reasonable interpretation in accordance with the
plain meaning of its terms and the intent of the parties hereto. All terms and
words used in this Agreement, regardless of the number or gender in which they
are used, will be deemed to include any other number and any other gender as
the context may require. This Agreement will have no binding force or effect
until its execution and delivery by both Seller and Buyer.


18.                                 Counterpart
Execution.  This Agreement may be
executed in one or more counterparts, each of which shall be deemed an
original. Signature by facsimile shall be binding as if an original.


19.                                 Recordation.  Neither Seller nor Buyer shall record this
Agreement or a memorandum or notice of this Agreement in any public office
without the express written consent of the other party. A breach by either
party of this covenant shall constitute a material default under this
Agreement.


20                                    Paragraph
Headings.  The paragraph headings
contained in this Agreement are for convenience only and shall in no way
enlarge or limit the scope or meaning of the paragraph.


21.                                 Further
Assurances.  Buyer and Seller agree
to execute all documents and instruments reasonably required to consummate the
transaction contemplated by this Agreement.


22.                                 Severability.  If any portion of this Agreement is held to
be unenforceable by a court of competent jurisdiction, the remainder of this
Agreement shall remain in full force and effect.


23                                    Independent
Counsel.  Buyer and Seller each
acknowledge that they have been represented by independent counsel in
connection with this Agreement, they have executed this Agreement with the
advice of counsel and that this Agreement is the result of negotiation between
the parties and the advice and assistance of their respective attorneys.


24.                                 No
Waiver.  Except as expressly set
forth in this Agreement, no covenant, term or condition of this Agreement shall
be deemed to have been waived by Seller or Buyer unless the waiver is in
writing and executed by the party to be charged.


25.                                 Discharge
and Survival.  The delivery of the
deed by the Seller and its acceptance by the Buyer shall be deemed to be in
full performance and discharge of every covenant and obligation on the part of
the Seller to be performed under this Agreement, except the obligations that
are designated as surviving the Closing or any termination of this Agreement. No
action shall be commenced after the Closing on any covenant or obligation
except the obligations designated as surviving Closing or any termination of
this Agreement.


26.                                 Effective
Date. This Agreement shall become effective upon the date that it is signed
by the later of Seller and Buyer, and is referred to as the “Effective Date.”


IN WITNESS
WHEREOF, Seller and Buyer executed this Agreement as of the Effective Date.


	
  SELLER:

  	
  deCODE CHEMISTRY INC.

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Chris Tauer

  	
   

  
	
   

  	
  Name:

  	
  Chris Tauer

  	
   

  
	
   

  	
  Title:

  	
  US Controller

  	
   

  
	
   

  	
  Date of Acceptance:  February 5, 2007

  
						



 



 10
 









 


	
  BUYER:

  	
  WOODRIDGE HOLDINGS LLC

  
	
   

  	
  An Oregon limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick Terrell

  	
   

  
	
   

  	
  Name: Patrick Terrell

  
	
   

  	
  Its: manager

  
	
   

  	
  Dated:  February 2, 2007

  



 



 11
 









 


LEGAL DESCRIPTION
OF PROPERTY


THE PROPERTY IS LOCATED IN THE COUNTY OF WILL, STATE
OF ILLINOIS, AND IS DESCRIBED AS FOLLOWS:


[To Be Attached]



 12















EQUIPMENT AND
PROPERTY EXCLUDED FROM SALE


[To Be Attached]













FORM OF PROMISSORY
NOTE


[To Be Attached]













SPECIAL WARRANTY
DEED


[To Be Attached]













ESTOPPEL
CERTIFICATE


TENANT:                                                                                                                                         


DATE OF LEASE:                                                                                                                           


AMENDED:                                                                                                                                     


PREMISES:                                                                                                                                     


Re: Lease dated                              ,
        , between                                           
(“Landlord”), and                                              
(“Tenant”).


The undersigned
Tenant hereby certifies to                                                     ,
a                                                     
(“Buyer”), as follows:


1.                                       The
Tenant is the tenant/lessee under the above-referenced lease (“Lease”) covering
the above-referenced premises (“Premises”).


2.                                       The
Lease constitutes the entire agreement between Landlord and Tenant with respect
to the Premises, and the Lease has not been modified, changed, altered or
amended in any respect, except as set forth above.


3.                                       The
term of the Lease commenced on                                              ,
        , and, including any currently
exercised option or renewal term, will expire on                                              ,
        . Tenant has accepted
possession of the Premises and is the actual occupant in possession and has not
sublet, assigned or hypothecated Tenant’s leasehold interest therein. All
improvements to be constructed on the Premises by Landlord have been completed
and accepted by Tenant and any tenant construction allowances have been paid in
full by Landlord.


4.                                       As
of the date of this Estoppel Certificate, there exists no breach or default,
nor state of facts which, with notice, the passage of time, or both, would
result in a breach or default on the part of either Tenant or Landlord.


5.                                       Tenant
is currently obligated to pay annual rental of $                    
in monthly installments of $                                ,
and monthly installments of annual rental have been paid through                            ,
        . No other rent has been paid
in advance and Tenant has no claim or defense against Landlord under the Lease
or otherwise and is asserting no offsets or credits against either the rent or
Landlord. Tenant has no claim against Landlord for any security or other
deposits, except $                          
which was paid pursuant to the Lease.


6.                                       Tenant
has no option or preferential right to purchase all or any part of the Premises
(or the real property of which the Premises are a part) nor any other right or
interest with respect to the Premises, other than as Tenant under the Lease.


7.                                       Tenant
has no option, right of first offer or right of first refusal to lease or
occupy any other space within the property of which the Premises are a part,
except as set forth in the Lease. Tenant has no right to renew or extend the
terms of the Lease, except as expressly set forth in the Lease.


8.                                       Tenant
has made no agreement with Landlord nor any agent, representative or employee
of Landlord concerning free rent, partial rent, rebate of rental payments or
any other type of rental or other concession, except as expressly set forth in
the Lease.


9.                                       There
has not been filed by or against Tenant a petition in bankruptcy, voluntary or
otherwise, any assignment for the benefit of creditors, any petition seeking
reorganization or arrangement under the bankruptcy laws of the United States
with respect to Tenant.


This Estoppel
Certificate is made to Landlord and Buyer in connection with the













prospective
purchase by Buyer, or Buyer’s assignee, of that certain real property
containing the Premises. This Estoppel Certificate may be relied on by Landlord
and Buyer, and any other party who acquires an interest in the Premises, in
connection with such purchase or any person or entity which may finance such
purchase.


	
  Dated:

  	
                                         ,
  200      .

  
	
   

  
	
   

  
	
  “TENANT”:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   - DO NOT SIGN
  --- EXHIBIT ONLY      

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: 

  	
   

  	
   

  
									



 













ASSIGNMENT AND
ASSUMPTION OF LEASES AND SECURITY DEPOSITS


FOR VALUABLE
CONSIDERATION, the receipt of which is hereby acknowledged,                                                                                                                ,
a                                                                 
(“Assignor”), hereby assigns and transfers to                                                         ,
a                                                
(“Assignee”), all of Assignor’s right, title and interest in and to all leases
and security deposits set forth on Schedule “2” attached hereto and
incorporated herein by this reference (collectively, the “Leases”), pertaining
to the real property described on Schedule “1” attached hereto and
incorporated herein by this reference (the “Property”).


NOW, THEREFORE,
Assignor hereby assigns, sells, transfers, sets over and delivers to Assignee
all of Assignor’s estate, right, title and interest in and to the Leases, and
Assignee hereby accepts the Leases in their current “AS-IS/WHERE-IS” condition “WITH
ALL FAULTS” as of the date of this assignment.


Assignee hereby
assumes the performance of all of the terms, covenants and conditions imposed
upon Assignor under the Leases accruing or arising on or after the date hereof.


Assignee hereby
agrees to indemnify, defend and hold harmless Assignor from and against any
claims (including reasonable attorneys’ fees and costs, and court costs) by any
lessee/tenant under the Leases by reason of Assignee’s failure to perform its
obligations under the Leases, including Assignee’s obligations with respect to
the security deposits assigned to Assignee hereunder.


In the event of
the bringing of any action or suit by a party hereto against another party
hereto by reason of any breach of any of the covenants, conditions, agreements
or provisions on the part of the other party arising out of this assignment,
then in that event the prevailing party shall be entitled to have and recover
of and from the other party all costs and expenses of the action or suit,
including reasonable attorneys’ fees and costs, and court costs.


This assignment
shall be binding upon and inure to the benefit of the successors, assigns,
personal representatives, heirs and legatees of the respective parties hereto.


This assignment
shall be governed by, interpreted under, and construed and enforced in
accordance with, the laws of the State of Illinois.













This assignment
may be executed in one or more counterparts, each of which shall be an
original, and all of which when taken together shall constitute one and the
same instrument.


IN WITNESS
WHEREOF, Assignor and Assignee executed and delivered this assignment as of
this                    
day of                                              ,
200    .


	
  “ASSIGNOR”:

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  
	
  “ASSIGNEE”:

  	
   

  	
  ,

  
	
   

  
	
   

  	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  
														



 













LEGAL DESCRIPTION
OF PROPERTY


[To Be Attached]













LIST OF LEASES AND
SECURITY DEPOSITS


[To Be Completed]













ASSIGNMENT AND
ASSUMPTION OF SERVICE CONTRACTS


FOR VALUABLE
CONSIDERATION, the receipt of which is hereby acknowledged,                                                                                                                     ,
a                                                                 
(“Assignor”), hereby assigns and transfers to                                                                  ,
a                                      
(“Assignee”), all of Assignor’s right, title and interest in and to all service
contracts and agreements set forth on Schedule “2” attached hereto and
incorporated herein by this reference (collectively, the “Service Contracts”),
pertaining to the real property described on Schedule “1” attached
hereto and incorporated herein by this reference (the “Property”).


NOW, THEREFORE,
Assignor hereby assigns, sells, transfers, sets over and delivers to Assignee
all of Assignor’s estate, right, title and interest in and to the Service
Contracts, and Assignee hereby accepts the Service Contracts in their current “AS-IS/WHERE-IS”
condition “WITH ALL FAULTS” as of the date of this assignment.


Assignee hereby
assumes the performance of all of the terms, covenants and conditions imposed
upon Assignor under the Service Contracts accruing or arising on or after the
date hereof.


Assignee hereby
agrees to indemnify, defend and hold harmless Assignor from and against any
claims (including reasonable attorneys’ fees and costs, and court costs) under
the Service Contracts by reason of Assignee’s failure to perform its
obligations under the Service Contracts.


In the event of
the bringing of any action or suit by a party hereto against another party
hereto by reason of any breach of any of the covenants, conditions, agreements
or provisions on the part of the other party arising out of this assignment,
then in that event the prevailing party shall be entitled to have and recover
of and from the other party all costs and expenses of the action or suit,
including reasonable attorneys’ fees and costs, and court costs.


This assignment
shall be binding upon and inure to the benefit of the successors, assigns,
personal representatives, heirs and legatees of the respective parties hereto.


This assignment
shall be governed by, interpreted under, and construed and enforced in
accordance with, the laws of the State of                                    .













This assignment
may be executed in one or more counterparts, each of which shall be an
original, and all of which when taken together shall constitute one and the
same instrument.


IN WITNESS
WHEREOF, Assignor and Assignee executed and delivered this assignment as of
this                 
day of                                     ,
200       .


	
  “ASSIGNOR”:

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  
	
  “ASSIGNEE”:

  	
   

  	
  ,

  
	
   

  	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  
														



 













FIRPTA CERTIFICATE













LOCATION OF GROUND
LEASE PARCEL