**Exhibit 10.5**

**AMENDMENTTOMASTER EQUIPMENT LEASE AGREEMENT NO. 7667 DATED JUNE 10,1999**

AMENDMENT (this “Amendment”) to Master Equipment LeaseAgreement No. 7667 between General Electric Capital Corporation(successor-in-interest to Oxford Venture Finance, LLC), as lessor (the“Lessor”) and Genaissance Pharmaceuticals, Inc., as lessee (the “Lessee”) datedJune 10, 1999 (together with all lease schedules, riders, and attendantdocuments, the “Lease”).  This Amendmentis entered into pursuant to and incorporates all of the terms and provisions ofthe Lease.  By its execution anddelivery of this Amendment, Lessee hereby reaffirms all of the representations,warranties and covenants contained in the Lease as of the date hereof.

# 1.             Purpose.  This Amendment supplements the Lease andprovides additional security for Lessee’s payment of the Obligations.

# 2.             Definition. The following terms shall have the following meanings herein:

## (a)           “Cash”shall mean all cash, cash equivalents, marketable securities, money, checks, currency,and deposit accounts, less funds pledged to secure a standby letter of creditin favor of Lessor as contemplated herein.

## (b)           “Debt”shall mean Lessee’s principal outstanding indebtedness, as well as accrued andunpaid interest, reduced by the amount of the standby letter of credit in favorof Lessor.

# 3.             Letterof Credit.  Concurrently with theexecution of this Amendment, Lessee shall execute and enter into the Letter ofCredit Agreement annexed hereto as Exhibit “I”.

# 4.             Representations,Warranties and Covenants.  Lessee herebyacknowledges and agrees that the following shall constitute additionalRepresentations, Warranties and Covenants under the Lease:

## (a)           Lesseehereby covenants and agrees that commencing upon execution of this Amendmentand continuing until the Obligations are equal to or less than $2,000,000.00,Lessee, at all times, shall hold and maintain Cash in an amount equal to atleast 125% of Lessee’s total Debt (the “Restricted Cash”).

## (b)           Lesseeshall not, without the prior written consent of Lessor, in any manner dispose,transfer or surrender any of the Restricted Cash.

## (c)           Lesseeshall not, directly or indirectly, create, incur or permit to exist any lien,encumbrance, pledge, attachment or security interest on or with respect to theRestricted Cash.

## (d)           Lesseeshall furnish to Lessor, on or before the 15th day of each month,commencing March 15, 2003 and continuing until the Obligations are equal to orless than

 

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$2,000,000.00, a statement, as of the end of the preceding month,identifying Lessee’s total current Cash and the location(s)/account(s)pertaining to such Cash.

 

# 5.             Events of Default.

## (a)           Lesseehereby acknowledges and agrees that the following shall constitute anadditional Event of Default under the Lease: Lessee shall fail to perform or observe any of the obligations,representations, warranties or covenants set forth in items Paragraphs 4 and 5of this Amendment, provided that Lessee shall be given thirty (30) days’written notice and an opportunity to cure before an Event of Default shall bedeemed to have occurred [except as to paragraphs 4(b) and 4(c) for which atwenty (20) day written notice and opportunity to cure shall be provided].

## (b)           Onthe date the Obligations shall be equal to or less than $2,000,000.00,Paragraph 10(n) of the Lease shall be deemed deleted and of no further forceand effect.

# 6.             Lesseeshall be provided written notice and a thirty (30) day opportunity to cureprior to any declaration of default under Section 10 of the Lease exceptfor:  (i) Section 10(a) of the Lease,for which written notice and a twenty (20) day opportunity to cure shall beprovided; (ii) Section 10(h) for which, with respect to voluntary actions byGenaissance, there shall be no notice and no cure period; and (iii) Section(10)(i) for which there shall be no notice and no cure period.  In addition, Lessor acknowledges that noevent of default shall be deemed to have occurred pursuant to Section 10(j) ofthe Lease or otherwise as a result of any declaration of default by FinovaTechnology Finance, Inc., n/k/a Finova Capital Corporation prior to the datehereof.

**IN WITNESS WHEREOF**, Lessor and Lessee have caused theirduly authorized representatives to execute and deliver this Amendment on this12th day of March 2003.

**GENERALELECTRIC CAPITAL CORPORATION**
| By:    | /s/ Carl  Peterson   |
|--------|----------------------|
|   |                 |
| Name:  | Carl Peterson        |
|   |                 |
| Title: | Senior Risk  Analyst |

**GENAISSANCE PHARMACEUTICALS, INC.**
| By:    | /s/ Joseph Keyes           |
|--------|----------------------------|
|   |                       |
| Name:  | Joseph Keyes               |
|   |                       |
| Title: | Vice President —  CFO |

 

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