Exhibit 10.17


 


Confidential Materials omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended.
Confidential portions are marked: [ *** ]


 


Lease


4/2009 



between 



Karl Sipmeier 

Fliederstraße 1 

93342 Saal an der Donau 

(Steuer-Nr. 126/274/70167) 

-Owner 



and 



Company Syntacoll
GmbH 

represented by Dr. Alexandra
Dietrich 

Donaustraße 24 

93342 Saal
an der Donau 

-Tenant-


 


Preamble


 


The landlord is the owner of the land shown in
Appendix A1 Donaustraße 24, 93342 Saal an der Donau, FLNR. 990 presented in registry of real estate for Kelheim district
Saal an der Donau, volume 64, sheet 2386.


 


The land including the buildings thereon is rented
to the tenant on the basis of the lease contract from 07.08.1991 including the amendments from 08.15.1992 and 26.04.2001.


 


On the occasion of the establishment of a new production
hall by the landlord as well as a boiler-house by the tenant on the said land the parties agree the following lease to clarify
and standardize the contract:


 


Upon the effectiveness of this agreement the agreements
made up to date are getting invalid.


 


§
1 Lease object


 


		1.	Lease object is the entire property of the landlord Donaustraße
                                         24, 93342 Saal an der Donau district Saal, Ltd. Kelheim for Saal, FLNR . 990, Volume
                                         64 , leaf 2386 including the buildings and facilities already constructed on this land
                                         and the new production hall to be erected by the landlord, the boiler-house and transformer
                                         station to be erected by the tenant:



 


- Office building with approximately
644 m2


 




    	 



    	Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ]



    

  


- Two production halls with approximately
2.640 m2


- Boiler house with about 90 m2 - 100 m2

- Transformer station with about 25 m2


 


as well as the shown park areas / car
parking areas .


 


The said steam boiler house and the
transformer station were built at the expense of the tenant on the rented plot. The tenant is the building owner and therefore
responsible for the building permit and regulatory requirements.


 


Where necessary, the landlord will
assist the tenant in respect of the granting of the building permit and as the land owner will fulfill his cooperation obligations
for obtaining permission.


 


The land and the buildings as well
as the parking areas are shown in Appendix A1, which is an integral part of this contract.


 


		2.	Execution and the design of the buildings result from the building
                                         specifications annexed to this contract, which serve as the structural and technical
                                         description of the rental property at the same time.



 


Please note annex A2; this is an essential
part of the contract.


 


		3.	The tenant shall take over the rental object in the state, as being
                                         held in the handover protocol signed by both parties and as attached in another part
                                         of the contract in the annex A3 (a)



 


If additional buildings and / or facilities
are going to be built, their state and condition is reviewed together after completion and confirmed in a protocol. This handover
protocol has to be attached to this agreement as Annex A3 (b), it will also form an essential part of this contract.


 


§ 2 Lease purpose


 


		1.	The lease is for the operation of a medical or pharmaceutical manufacturing
                                         company with all relevant fields of activity, in particular the production, storage,
                                         distribution of medical and pharmaceutical products as well as the management of the
                                         company.
                                         



 


		2.	The tenant must report any material change / extension of the intended
                                         purpose of use during the duration of the contract in writing.



 


		3.	The tenant has to fulfill regulatory requirements - as far as they
                                         have their basis in the operation of the tenant - at their own expense. If special requirements,
                                         permit requirements and changes of the building will be necessary because of tenant,
                                         the landlord will have them executed or run at the expense of the tenant.



 




    	 



    	Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ]



    

  


§ 3 lease , option
, termination


 


		1.	The tenancy under this agreement shall commence from 01.01.2009
                                         with the handover of the proposed extension / construction of the production hall and
                                         the open space, to be built on by the tenant and of the boiler-house and will end ten
                                         years later. The beginning of the lease is in the transfer protocol system A3 ( a) held
                                         binding on the parties.



 


		2.	The tenant has the right to extend the lease term by a simple written
                                         notice to the landlord twice for five years. The declaration must be received no later
                                         than six months before the expiration of the lease by the landlord.



 


		3.	The lease can always be cancelled by the end of the - (based on
                                         the month-end ) rental period with a period of six months - possibly extended by option
                                         exercise .



 


		4.	If no timely notice, it shall be extended for a further twelve months.



 


		5.	The notice must always been made in writing to all parties on the
                                         opposite side. For its timeliness, it does not depend on the dispatch, but on the receipt
                                         of the letter of termination.



 


		6.	The legal right of the parties to terminate the contract for good
                                         cause shall not be affected.



 


§ 4 Rent, related costs and operating
costs


 


	1.	The monthly rent is 	€	 19,249.40	 
	 	plus rent for parking spaces and utility space	€	      580.50	 
	 	a total of	€	19,829.90	 
	 	plus VAT, currently 19% 	€	    3767.68	 
	 	thus a total of	€	23,597.58	 


 


		2.	Furthermore the tenant bears all additional and operating costs
                                         as listed in detail in Appendix A4, except for the property tax, fire insurance, windstorm
                                         and hail insurance and water damage insurance for the installed fittings built-in by
                                         the landlord (see § 9) as well as elementary insurance for the building. The landlord
                                         shall bear those costs.




 


As far as possible, the tenant will sign
the corresponding contracts in each case directly with the respective public utility company (water, sewage, electricity, garbage
disposal / waste management).


 


In addition, the landlord accounts for
the related and operating costs annually until 31.12 of the calendar of the following year, taking into account the advance payments
made by the tenant.


 


		3.	The rent in the amount of € 23,597.58 is due for payment until
                                         the third business day of the calendar month in advance and has to be paid on the owner's
                                         account at the *** to at the expense of the tenant.



 




    	 



    	Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ]



    

 


The rent shall be guaranteed.


 


Basis is determined by the Federal Statistics
Office consumer price index for Germany ( overall index ) based on 2005 = 100 points.


 


A change of this index by more than ten
points higher than the level at the time of the contract, the rent shall change accordingly from the first day of the month following
the publication of living index.


 


If less than 24 months have gone by since the recent
revision, the change will not take effect until after the expiration of 24 months. Here the new index level is effective in the
month in which more than ten points were reached.


 


The parties agree that a permit is not
required for this value adjustment.


 


§ 5 Offset, retention and reduction
rights


 


		1.	The parties may settle claims under this rental agreement only with
                                         undisputed or legally established claims.



 


		2.	A right of retention for other than monetary claims the parties
                                         may exercise, if this intention was announced in writing one month in advance.



 


		3.	The right of the rent reduction remains unaffected.



 


§ 6 Maintenance of
the leased property (cosmetic repairs, maintenance, repairs)


 


		1.	The landlord has to maintain the rental property in the contractual
                                         condition.



 


		2.	The tenant takes over execution of cosmetic repairs.



 


		3.	The tenant takes over the maintenance and repair under the following
                                         conditions:



 


The tenant bears the cost of maintenance
work up to an amount of € 1,750.00 in individual cases, if it is the repair of damage to portions of the leased premises
that are exposed to direct or frequent access to the tenant.


This obligation is to pay the costs up
to an annual total by a maximum of € 12,500.00





For repair work, the limitation is also
up to an amount of € 1,750.00 in individual cases and up to an annual total in the amount of € 12,500.00.


 


An obligation to pay the costs is only
in case the insurance of the landlord won’t pay these costs.


 


The tenant is also solely responsible
for all operational facilities and installations, with which he has equipped the rental property at his own expense.







    	 



    	Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ]



    

 


 


		4.	The obligation of the tenant to take over the maintenance costs,
                                         repairs or replacements in or to the property including the establishment and parts is
                                         limited to the interior part of the building. Repair and maintenance in particular includes
                                         preventive measures that keep the object in condition as per agreement, so it does not
                                         damage or decay on or in the building (maintenance, elimination of wear, etc.). Repair
                                         includes repair work when the object or equipment has become defective.



 


		5.	Work on equipment and objects, particularly on technical installations
                                         for which the landlord is responsible and which affect the entire building must be carried
                                         out only after consultation with the owner.



 


§ 7 Duty to maintain
safety


 


The lessee is taking over safety duties on the
property and in the rented premises and the related areas. This also applies to the removal of snow and ice in the access area.


The tenant is also responsible for maintenance of the wastewater flaps on the west and east sides of the property, as shown on
the site plan.


 


§ 8 Warranty and Liability


 


		1.	The owner is liable for defects already existing before start of
                                         the contract only in the case of intent or gross negligence or if he has committed or
                                         pretended to the tenant the absence of defects.



 


		2.	In addition, the liability of the landlord is limited to gross negligence
                                         and willful misconduct including the behavior of its representatives and agents for breach
                                         of other obligations according to § § 280 , 281 BGB. Thus, the landlord is
                                         liable only if the damage was caused intentionally or by gross negligence. Therefore,
                                         the landlord is not liable for damages caused by the tenant belonging to his goods, furnishing
                                         equipment, data, etc., of whatever nature, origin, duration and extent to which the effects
                                         are, unless that the landlord has caused the damage intentionally or gross negligence.
                                         This also applies to damage caused by moisture.



 


		3.	The compensation for indirect damage, such as loss of profit, is
                                         limited to an annual gross rent. In case of electronic data and technical systems the
                                         tenant is advised to take precautions against brownouts or changes and take out electronics
                                         insurance.



 


		4.	The above exclusions / limitations do not apply in the event of
                                         damages to life, health, etc., which are based on an intentional or negligent breach
                                         of duty by the landlord or a corresponding breach of duty by a legal representative or
                                         auxiliary person.



 


		5.	The above exclusions / restrictions also do not apply to damages
                                         for which there is an insurance of the landlord.



 




    	 



    	Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ]



    

  


§ 9 Completion
of insurance


 


The landlord completes only a fire insurance, windstorm / hail
insurance and elementary insurance and a water damage insurance for the valves built by him into the building for the rental property.
This applies only to the buildings build by the landlord.


 


The tenant is obliged to obtain for
its commercial enterprise standard insurances, particularly public liability insurance each insured with adequate sums and has
to maintain it during the contract term. The tenant is obliged to prove to the landlord the conclusion of such insurance upon
request.


 


§ 10 Sublets, use to third parties


 


After the prior written consent of the landlord the tenant is entitled
to sublet the rental or making them available for use to third parties.


 


In the event of an authorized and an unauthorized
subletting the tenant will assign its claims against the tenant, including liens on the owner who accepts such assignment already.
This applies only in the event that the tenant should fail to meet its payment obligations under this agreement.


 


§ 11 Termination of
the lease / dismissal


 


		1.	The tenant is obliged to return the rental property after termination
                                         of the lease in a cleared, well-swept and orderly condition.



 


		2.	The tenant is entitled to take away furniture/constructions with
                                         which he has added to the building. The landlord can avert the exercise of the right
                                         of removal of the tenant by the payment of appropriate compensation, unless the tenant
                                         has a legitimate interest in the removal.




 


		3.	In case the lease ends by dismissal of the landlord, the tenant
                                         is liable for the damage that the landlord may suffer that the spaces are empty or need
                                         to be rented to a lower rent after departure of the tenant. The liability lasts until
                                         the end of the agreed rental period, but for no more than two years after the eviction.
                                         Incidentally, the provision by law shall apply.



 


		4.	If the Lessee has made structural changes, so he has to eliminate
                                         them at the request of the landlord and restore it in the original condition with all
                                         the requisite ancillary works - as in the beginning of the lease -. Otherwise, they are
                                         taken over without compensation by the landlord, this also applies to the built steam
                                         boiler house including its facilities and the transformer station built by the tenant.



 


		5.	Tenants and landlords have to discuss in time so that agreements
                                         can be made before the eviction.



 




    	 



    	Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ]



    

  


§ 12 Advertising


 


The tenant is entitled to install at his expense
property advertising and equipment, such as advertising, illuminated signs, illuminated images, signs, display cases, vending
machines, etc.. The procurement of any regulatory approvals is the responsibility of the tenant, as well as the authorization
to operate the advertising.


 


§ 13 Miscellaneous


 


		1.	The tenant makes a deposit in the amount of € 120,000.00 in
                                         the form of an absolute unlimited guarantee of a major German bank. The guarantee instrument
                                         shall be supplied to the owner within a period of one month after conclusion of the contract
                                         in original.



 


		2.	This Agreement contains all the agreed arrangements between the
                                         parties of the lease. There are no oral side agreements. Subsequent additions or modifications
                                         to this Agreement must be in writing. This also applies for a cancellation or a waiver
                                         of the aforementioned requirement of written form.



 


		3.	If any provision of this Agreement shall not be effective in whole
                                         or in part void, invalid, void, or for any other reason, the validity of the remaining
                                         provisions shall not be affected.



 


If the aforementioned ineffectiveness
is not the result of a breach of the rules relating to the inclusion of general business conditions in the contract § §
305 ff. BGB, the contracting parties agree to a provision that comes as close as possible to the purpose of the original agreement
instead of the ineffective provision


 


		4.	If a violation of the written form requirement exist or even come
                                         into consideration, the parties each agree to submit all required declarations and /
                                         or take actions to ensure that the writing deficiency will be remedied and to refrain
                                         until then to an early termination due to non-compliance in writing.



 


		5.	A change in the legal form neither on the part of the tenant or
                                         on the part of the landlord has an effect on the content of this lease.



 


		6.	If any provision of this contract be or become invalid, this applies
                                         not to the remaining contract, the parties make provisions in this case with respect
                                         to the content and economically to the intended purpose.



 


	Saal a. d. Donau, 17.
    Dec. 2009	 	Saal a. d. Donau, 17.
    Dec. 2009
	 	 	 
	/s/
    Karl Sipmeier	 	/s/
    A. Dietrich
	 	 	 
	Karl Sipmeier	 	Syntacoll GmbH