a5570624ex_10103.htm


    EXHIBIT
      10.103

    EXECUTION
      COPY

    
 

    SECURED
      NOTE

    


    

      
        	
                $3,000,000

              	
                December
                  14, 2007

              


      

FOR
      VALUE RECEIVED,  Ocimim Biosolutions, Inc., a Delaware corporation,
      (the “Purchaser”) and Ocimum Biosolutions (India) Limited, a company
      incorporated under the Company Act, 1956, in the Republic of India (“Ocimum
      India”, and collectively with Purchaser, “Maker”), jointly and severally,
      promise to pay to Gene Logic Inc., a Delaware corporation (“Seller”), the
      principal sum of THREE MILLION Dollars ($3,000,000), as such amount may be
      adjusted in accordance with terms herein, (the “Principal Amount”) pursuant to
      the terms and conditions of that certain Security Agreement of even date
      herewith between Seller and Purchaser (the “Security Agreement”), together with
      interest thereon, if any, computed hereunder and any and all other sums which
      may be due and owing to the Seller in accordance with the terms contained herein
      and in the Security Agreement.

     

    1.           Incorporation
      of Security and Security Agreement.  This Secured Note
      (the “Note”) is the “Note” referred to in the Security
      Agreement.  This Note is secured by the Collateral (as defined in the
      Security Agreement), which Collateral generally includes all accounts,
      equipment, inventory, documents, instruments, securities, deposit accounts
      and
      other assets of Purchaser, that relate solely to the
      Acquired Assets, now existing or hereafter acquired, and all proceeds of any
      of
      the foregoing.  Reference is made to the Security Agreement, which is
      incorporated by reference in its entirety into this Note, for terms and
      conditions applicable to this Note, including, without limitation, rights and
      obligations of payment and repayment hereof, events of default, and Seller’s
      rights and remedies upon the occurrence of any such events of
      default.

    


    2.           Maturity.  The
      Principal Amount (subject to any adjustment provided for in Section 8) shall
      be
      due and payable on the eighteen (18) month anniversary date of this Note. If
      not
      paid when due, interest shall accrue on the unpaid Principal Amount at a default
      rate of fifteen percent (15%) per annum, compounded
      monthly.

    


    3.           Interest.  No
      interest shall accrue hereunder, except as provided in paragraph 2
      above.

    


    4           Waiver
      of Presentment, Etc.  Maker, for itself and its
      successors and assigns, hereby waives presentment and demand for payment, notice
      of intent to accelerate maturity, notice of acceleration of maturity, protest
      or
      notice of protest and nonpayment of this Note.  From time to time,
      without affecting the obligation of Maker to pay the then-outstanding Principal
      Amount of this Note, Seller may, at the option of Seller, extend the time for
      payment of principal hereof, reduce the payments hereunder, release anyone
      liable on this Note, accept a renewal of this Note, join in any extension or
      subordination, or exercise any option or election hereunder.  No one
      or more of such actions shall constitute a novation.

    


    5.         
      Costs of Collection.  Maker hereby agrees to pay all costs and
      expenses (including court costs and reasonable attorneys’ fees, whether or not
      litigation is commenced) incurred by Seller in collecting or attempting to
      collect or enforce its rights under this Note.

     

    6.           Rights
      and Remedies Cumulative.  Each right, power and remedy of
      Seller specified herein or available at law or in equity or by statute shall
      be
      cumulative and concurrent and shall be in addition to every other right, power
      or remedy provided for in this Note or available at law or in equity and the
      exercise or beginning of the exercise by Seller of any one or more of such
      rights, powers or remedies shall not preclude the simultaneous or later exercise
      by Seller of any or all other rights, powers or remedies.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.           Confession
      of Judgment.  Upon any default hereunder and to the
      extent permitted by law, Maker, for itself and its successors and assigns,
      authorizes any attorney admitted to practice before any court of record in
      the
      United States on behalf of Maker to confess judgment against Maker in the full
      amount due under this Note, including then-outstanding principal, accrued and
      unpaid interest and all other sums due hereunder.  Maker waives the
      benefit of any and every statute, ordinance or rule of court which may be
      lawfully waived conferring upon Maker any right or privilege, stay of execution,
      or supplementary proceeding or other relief from the immediate enforcement
      of a
      judgment or related proceedings on a judgment.  The authority granted
      herein shall not be exhausted by any one or more exercises or be extinguished
      by
      any judgment entered and may be exercised on one or more occasions and in one
      or
      more jurisdictions.

     

    8.           Governing
      Law; Dispute Resolution; Notices; Jury Trial
      Waiver.  This Agreement shall be governed by and
      construed and enforced in accordance with the laws of the State of Maryland
      and
      the federal laws of the United States of America, without regard to principles
      of conflicts of laws.  The state or federal courts located within the
      State of Maryland shall have jurisdiction over any and all disputes arising
      from
      or related to this Agreement or the transactions contemplated
      hereby.  All proceedings between the Parties under or relating to this
      Agreement or any breach hereof shall be conducted solely in the English
      language. The Parties also consent to the service of process in connection
      with
      any dispute or claim arising hereunder by personal delivery, mailing such notice
      to the other party by registered or certified mail, postage prepaid at the
      addresses provided in the preamble of this Agreement or such other address
      as a
      Party may from time to time give notice of to the other Parties, or any other
      manner permitted by law.  EACH OF THE PARTIES HEREBY IRREVOCABLY
      WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT
      OF
      OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.

    


    9.           Indemnity
      Offset. Pursuant to Section 7.10 of that certain
      Purchase Agreement, the Company may elect to satisfy any payment with respect
      to
      its indemnification obligations by reducing the payment of obligations
      hereunder.  If Company so elects, the Principal Amount shall be
      adjusted to reflect such reduction.

    


    10.           No
      Assignment. Purchaser may not assign this Note, or
      its rights hereunder except in the case of a sale of substantially all of the
      assets of the Company.

    


     

    


    *
      * *

    The
      remainder of this page is left blank intentionally.  Signatures follow
      on the next page.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS
      WHEREOF, Purchaser has caused this Note to be executed as an instrument
      under seal on its behalf by its duly authorized officer as of the day and year
      first above written.

     

    
      	
              ATTEST: 

            	 	
              OCIMUM
                BIOSOLUTIONS, INC.:  

            	 	 	 
	 	 	 	 	 	 	 
	 	
              (SEAL) 

            	
              By: 

            	
              /s/
                L.V. Subash 

            	
              (SEAL) 

            	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	
              Name:

            	
              Subash
                Lingareddy

            	 	 	 
	 	 	
              Title:

            	
              President
                and Chief Financial Officer

            	 	 	 
	 	 	 	 	 	 	 
	State
              of Maryland 	)	 	 	 	 	 
	 	) ss 	 	 	 	 	 
	County
              of Montgomery 	) 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

     

    
      I
        HEREBY
        CERTIFY, that on this 14th day of
        December,
        2007, before me, the undersigned Notary Public of said State, personally
        appeared Subash Lingareddy, who acknowledged him/herself to be the CFO &
President of Ocimum Biosolutions Limited, a company incorporated under the
        Company Act, 1956, in the Republic of India, known to me (or satisfactorily
        proven) to be the person whose name is subscribed to the within instrument,
        and
        acknowledged that he/she executed the same for the purposes therein contained
        as
        the duly authorized CFO & President of said corporation, by signing the name
        of the corporation by him/herself as CFO & President.

    

    


    
      WITNESS
        my
        hand and Notarial Seal.

       

      
        	
                /s/
                  Suzanne Ridgely

              
	
                Notary
                  Public

              


      
 


    
      	
              ATTEST: 

            	 	
              OCIMUM
                BIOSOLUTIONS (INDIA)

              LIMITED  

            	 	 	 
	 	 	 	 	 	 	 
	 	
              (SEAL) 

            	
              By: 

            	
              /s/
                L.V. Subash 

            	
              (SEAL) 

            	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	
              Name:

            	
              Subash
                Lingareddy

            	 	 	 
	 	 	
              Title:

            	
              President
                and Chief Financial Officer

            	 	 	 
	 	 	 	 	 	 	 
	State
              of Maryland 	)	 	 	 	 	 
	 	) ss 	 	 	 	 	 
	County
              of Montgomery 	) 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 


    

     

    
      I
        HEREBY
        CERTIFY, that on this 14th day of
        December,
        2007, before me, the undersigned Notary Public of said State, personally
        appeared Subash Lingareddy, who acknowledged him/herself to be the CFO &
President of Ocimum Biosolutions Limited, a company incorporated under the
        Company Act, 1956, in the Republic of India, known to me (or satisfactorily
        proven) to be the person whose name is subscribed to the within instrument,
        and
        acknowledged that he/she executed the same for the purposes therein contained
        as
        the duly authorized CFO & President of said corporation, by signing the name
        of the corporation by him/herself as CFO & President.

    

     

    
      
        WITNESS
          my
          hand and Notarial Seal.

         

        
          	
                  /s/
                    Suzanne Ridgely

                
	
                  Notary
                    Public

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        
 

    

    SUBLEASE

    


    THIS
      SUBLEASE is made and entered into this 14th day of December
      2007 (the "Effective Date"), by and between OCIMUM BIOSOLUTIONS, INC., a
      Delaware corporation (“Landlord”) and Gene Logic Inc., a Delaware corporation,
      being renamed Ore Pharmaceuticals Inc. (“Tenant”).

    


    
      	
               

            	
              1.

            	
              BASIC
                LEASE PROVISIONS.

            


    

    


    A.           Building:  50
      West Watkins Mill Road, Gaithersburg,Maryland  20878.

    


    B.           Tenant’s
      Address:  50 West Watkins Mill Road,Gaithersburg, Maryland 20878,
      Attention:  Chief FinancialOfficer, with a copy of any notice of
      default to Ariel Vannier,Esq., Venable LLP, 575 7th Street,
      N.W.,
      Washington, DC 20004-1601

    


    C.           Landlord’s
      Address (for notices):  50 West Watkins MillRoad, Gaithersburg,
      Maryland 20878, Attention: Office Manager

    


    D.           Prime
      Landlord: 50 West Watkins Mill Road, LLC(formerly named ARE-50 West Watkins
      Mill
      Road, LLC)

    E.           Prime
      Landlord’s Address (for notices): 50 West WatkinsMill Road, LLC, c/o Moore &
Associates, 4350 East WestHighway, Suite 500, Bethesda, MD 20814 Attention:
      PropertyManager

    


    
      	
               

            	
              F.

            	
              Identification
                of Prime Lease and all amendments
                thereto:

            


    

    Lease
      Agreement dated July 21, 2000

    


    G.           Sublease
      Term: From the Commencement Date until December 31, 2008, or such earlier date
      as provided for in this Sublease.

    


    H.           Commencement
      Date:  December 14, 2007,which shall be the closing date of the sale
      of Genomics assets pursuant to that certain Asset Purchase Agreement (the
“Purchase Agreement”), dated October 14, 2007, by and among Landlord, Tenant and
      Ocimum Biosolitions (India) Limited, a company incorporated under the Company
      Act, 1956, of the Republic of India (“Ocimum India”), as amended by that certain
      letter agreement made by and among Landlord, Tenant and Ocimum India dated
      December 12, 2007.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    I.           Expiration
      Date:  December 31, 2008 or such earlier date as provided for in this
      Sublease.

    


    J.           Base
      Rent:  From the Commencement Date until  December 31, 2008,
      and notwithstanding the portion of the Building, if any, actually occupied
      from
      time to time by Tenant during the Sublease Term, Base Rent hereunder shall
      be
      equal to 50% of the Basic Annual Rent payable by Landlord to the Prime Landlord
      under the Prime Lease. Notwithstanding the foregoing, if Landlord subleases
      any
      part of the Building to anyone other than Tenant or an Affiliate of Landlord
      for
      a period of time that commences prior to December 31, 2008, Tenant shall be
      relieved of its obligation to pay a portion of Base Rent under this Sublease
      for
      that period of time from the commencement date of such sublease until December
      31, 2008, equal to the rentable square footage of space subleased under such
      sublease divided by one-half of the rentable square footage in the Prime Lease
      Premises.

    


    K.           Payee
      and Address for Payment of Rent:  50 West Watkins Mill Road,
      Gaithersburg, Maryland 20878, Attention: Office Manager.

    


    L.           Sublease
      Share:  The percentage of rentable square feet of the Building that is
      occupied by Tenant from time to time during the Term, which shall be calculated
      by dividing the sum of the rentable area of the Premises plus the Common Area
      Share by the rentable area of the Prime Lease Premises, which percentage may
      be
      adjusted from time to time based on Tenant’s occupancy of the Building. As of
      the Effective Date, the Sublease Share shall be 22.0%. In the event that Tenant
      elects to reduce the size of the Premises during the Term, the Sublease Share
      shall be reduced proportionately to reflect the actual amount of rentable square
      feet in the Building occupied by Tenant.

    


    M.           Premises:
      That portion of the Prime Lease Premises occupied by Tenant, consisting
      initially of approximately 11,000 rentable square feet plus (for the purposes
      of
      Sublease Share calculations only) the Common Area Share of 1,653 rentable square
      feet for a total of 12,653 square feet, as outlined on Exhibit A attached
      hereto and incorporated herein. Tenant shall be permitted to reduce the size
      of
      the Premises during the Term upon five (5) days prior written notice to
      Landlord.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    N.           Prime
      Lease Premises: The entire Building leased to Landlord under the Prime Lease,
      consisting of Fifty-Seven Thousand Four Hundred Ten (57,410) rentable square
      feet

    


    O.           Landlord’s
      Premises: Prime Lease Premises less the Premises

    


    P.           Security
      Deposit:  None

    


    Q.           Permitted
      Use:  General office and all other uses permitted legally and under
      the terms of the Prime Lease or consented to by Prime Landlord

    


    R.           Common
      Area:  The total rentable square feet of Common Area accessible by
      Tenant within the Prime Lease Premises, consisting of approximately 7,500
      rentable square feet, including hallways, entryways, bathrooms, mechanical
      rooms, lobbies and shipping and receiving areas in the areas shown on Exhibit
      A (if any)).

    


    S.           Common
      Area Share: The Common Area multiplied by the Sublease Share.

    


    2.           PRIME
      LEASE.  Landlord is the tenant under a Prime Lease (the “Prime Lease”)
      with the Prime Landlord identified in Section 1(D), bearing the date
      specified in Section 1(F).  Unless otherwise defined in this
      Sublease, all defined terms used herein shall have the meanings set forth in
      the
      Prime Lease.

    


    3.           SUBLEASE.  Landlord,
      for and in consideration of the rents herein reserved and of the covenants
      and
      agreements herein contained on the part of the Tenant to be performed, hereby
      subleases to the Tenant, and the Tenant accepts from the Landlord, certain
      space
      described in Section l(M) (the “Premises”), and located in the building
      located at 50 West Watkins Mill Road, Gaithersburg, Maryland 20878 (the
“Building”), along with a non-exclusive right to use the parking spaces
      attributable to the Prime Lease Premises under the Prime Lease, not to exceed
      Tenant’s Sublease Share of spaces.  Within thirty (30) days after the
      Commencement Date, Landlord or Tenant, at its sole cost and expense, may have
      the rentable square feet in the Premises and Common Area measured and
      re-determined by a licensed architect using the Building Owners and Managers
      Association International Standard Method for Measuring Floor Space in Office
      Buildings (1996), and the Landlord Additional Rent (as defined below) and
      Sublease Share shall be adjusted to reflect the correct rentable square footage
      of the Premises.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                          
      4.           TERM.  The
      term of this Lease (hereinafter “Term”) shall commence on the date specified in
Section l(H) (hereinafter “Commencement Date”). The Term shall expire on
      the date (“Expiration Date”) specified in Section l(I), unless sooner
      terminated as otherwise provided elsewhere in this Sublease.

    


    5.           UNDEMISED
      PREMISES.  Landlord and Tenant agree and acknowledge that the Premises
      are not separately demised from the remainder of the Prime Lease Premises.
      Landlord and Tenant have agreed that it is not necessary to separately demise
      the Building but that each shall use its best efforts to prevent its employees,
      contractors, agents, guests and invitees (collectively, the “Agents”) from
      accessing the other party’s premises in the Building and causing damage, death,
      injury  or destruction to the other party’s premises, property, or
      Agents or from improperly obtaining, using or disclosing the other party's
      trade
      secrets that may be observed or learned during the Term as a result of the
      Building not being demised. Each party agrees to indemnify the other and hold
      the other harmless from all losses, damages, liabilities and expenses which
      a
      party may incur as a result of the such party’s Agents entering into the other
      party’s premises in the Building, or improperly obtaining, using or disclosing
      the other party's trade secrets in violation hereof.

    


    6.           PERMITTED
      USE.  The Premises shall be used and occupied only for the Permitted
      Use set forth in Section 1(Q).

    


    7.           BASE
      RENT.  Beginning on the Commencement Date, Tenant agrees to pay the
      Base Rent specified in Section 1(J) to the Landlord at the address
      specified in Section 1(K), or to such other payee or at such other
      address as may be designated by notice in writing from Landlord to Tenant,
      without prior demand therefor and without any deduction
      whatsoever.  Base Rent shall be paid in equal monthly installments in
      advance on the first day of each month of the Term.  In the event that
      Base Rent payable under the Prime Lease increases at any time prior to December
      31, 2008, Landlord shall provide Tenant with written notice of such increased
      Base Rent and Tenant shall not be in default hereunder as a result of not paying
      the increased Base Rent until thirty (30) days after receiving such notice
      from
      Landlord. Base Rent shall be pro-rated for partial months at the beginning
      and
      end of the Term, if applicable.  All charges, costs and sums required
      to be paid by Tenant to Landlord under this Sublease in addition to Base Rent
      shall be deemed “Additional Rent,” and Base Rent and Additional Rent shall
      hereinafter collectively be referred to as “Rent.”  Tenant’s covenant
      to pay Rent shall be independent of every other covenant in this
      Lease.  If Rent is not paid when due, Tenant shall pay, relative to
      the delinquent payment, an amount equal to the sum which would be payable by
      Landlord to Prime Landlord for an equivalent default under the Prime Lease
      (subject to the same notice and cure periods provided Landlord under the Prime
      Lease).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.           ADDITIONAL
      RENT.

    


    (a)
      To the
      extent that Landlord is obligated to pay additional rent under the Prime Lease,
      whether such additional rent is to reimburse Prime Landlord for taxes, operating
      expenses, common area maintenance charges or other expenses incurred by the
      Prime Landlord in connection with the Building (collectively, the Prime Landlord
      Additional Rent"), Tenant shall pay to Landlord, fifty percent (50%) of such
      Prime Landlord Additional Rent (to the extent such additional rent is
      attributable to events occurring during the term of this
      Sublease).  Tenant shall also be responsible for any additional rent
      Landlord is required to pay to Prime Landlord solely as a result of the acts,
      omissions or negligence of Tenant or its agents, employees, representatives,
      contractors or invitees (including, without limitation, any sub-sublessees).
      If
      Landlord makes estimated payments of Prime Landlord Additional Rent under the
      Prime Lease and provides Tenant with notice of such amounts payable to the
      Prime
      Landlord, Tenant shall pay fifty percent (50%) of such estimated Prime Landlord
      Additional Rent in accordance with this Section.  In the event that
      Landlord receives a refund or is required to pay a shortfall based on the
      difference between Prime Landlord’s estimate and the actual Prime Landlord
      Additional Rent payable for any year, Tenant will be entitled to receive fifty
      percent (50%) of any such refund, and will be obligated to pay fifty percent
      (50%) of any such shortfall.  Such payment shall be due from Tenant to
      Landlord prior to the date upon which Landlord’s payment of such Prime Landlord
      Additional Rent is due to the Prime Landlord, provided that Tenant shall have
      been billed therefor at least ten (10) days prior to such due date (which bill
      shall be accompanied by a copy of Prime Landlord’s bill and other material
      furnished to Landlord in connection therewith).

    


    (b)
      In
      addition to the Prime Landlord Additional Rent described above, Landlord may
      incur other operating and maintenance expenses for the Building that it is
      required to pay to parties other than the Prime Landlord, including but not
      limited to expenses for building maintenance, repairs to equipment and fixtures
      necessary for the operation, use and occupancy of the Building, utilities
      servicing the Building, and snow and ice removal ("Landlord Additional
      Rent")(Prime Landlord Additional Rent and Landlord Additional Rent shall
      hereinafter collectively be referred to as "Additional Rent"). To the extent
      that Landlord incurs such costs due to the negligent or wrongful acts of Tenant,
      then Tenant shall reimburse Landlord upon demand for all such costs incurred
      by
      Landlord. To the extent that such costs are normal and routine operating costs
      that are incurred by Landlord as a result of Landlord’s operation, use and
      occupancy of the Building and to the extent such other expenses are reasonably
      attributable in whole or in part  to the Premises and are incurred for
      the benefit of both Landlord and Tenant, Tenant shall pay Landlord the Sublease
      Share of Landlord Additional Rent within thirty (30) days after receipt of
      an
      invoice for the same, including backup documentation and itemization of all
      expenses incurred for such period of time and the calculation of the Sublease
      Share

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.           LANDLORD’S
      OBLIGATIONS.  Landlord shall be responsible for and shall pay for (to
      the extent Landlord is obligated to pay the same under the terms of the Prime
      Lease) all reasonable and necessary utilities, services, maintenance, repairs
      and replacements as to the Building and its equipment, to the extent Landlord
      is
      obligated to perform the same under the Prime Lease. Landlord shall use
      commercially reasonably efforts to procure any such services or products at
      costs that are considered reasonable and competitive in the applicable industry,
      in reasonable timeframes.

    


    10.           QUIET
      ENJOYMENT.  Subject to Section 25 of the Prime Lease, Landlord
      represents that it has full power and authority to enter into this Sublease.
      So
      long as Landlord has obtained Prime Landlord’s consent to this Sublease,
      Landlord has the right of occupancy under the Prime Lease, and Tenant is not
      in
      default in the performance of its covenants and agreements in this Sublease
      (beyond applicable cure periods), Tenant’s quiet and peaceable enjoyment of the
      Premises shall not be disturbed or interfered with by Landlord, or by any person
      claiming by, through, or under Landlord.

    


    11.           TENANT’S
      INSURANCE.  Tenant shall procure and maintain, at its own cost and
      expense, such liability insurance as is required to be carried by Landlord
      under
      the Prime Lease, naming Landlord, as well as Prime Landlord, in the manner
      required therein and such property insurance as is required to be carried by
      Landlord under the Prime Lease to the extent such property insurance pertains
      to
      the Premises.  Tenant shall, upon the request of Landlord, furnish to
      Landlord a certificate of Tenant’s insurance required hereunder.

    


    12.           RELEASE
      AND WAIVER OF SUBROGATION.  Each party hereby waives claims against
      the other for property damage. Landlord shall have no liability to Tenant with
      respect to (a) representations and warranties made by Prime Landlord under
      the
      Prime Lease, and (b) any indemnification obligations of Prime Landlord under
      the
      Prime Lease or other obligations or liabilities of Prime Landlord with respect
      to compliance with laws, condition of the Premises or Hazardous Materials,
      except as caused by the negligence or willful misconduct of Landlord or
      Landlord's employees, agents, contractors, licensees, invitees, successors
      and
      assigns. The obligations of Landlord and Tenant shall not constitute the
      personal obligations of the officers, directors, trustees, partners, joint
      venturers, members, owners, stockholders or other principals or representatives
      of each business entity.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Each
      party
      shall attempt to obtain from its insurance carrier a waiver of its right of
      subrogation.  Tenant hereby waives claims against Prime Landlord for
      property damage to the Premises or its contents or the
      Building.  Tenant also agrees to use reasonable efforts to obtain, for
      the benefit of Prime Landlord, such waivers of subrogation rights from its
      insurer as are required of Landlord under the Prime Lease.  Landlord
      agrees to use reasonable efforts in good faith to obtain for Tenant from Prime
      Landlord a waiver of claims for insurable property damage losses and an
      agreement from Prime Landlord to obtain a waiver of subrogation rights in Prime
      Landlord’s property insurance, if and to the extent that Prime Landlord waives
      such claims against Landlord under the Prime Lease or is required under the
      Prime Lease to obtain such waiver of subrogation rights.

    


    13.           ASSIGNMENT
      OR SUBLETTING.

    


    A.           Tenant
      may only assign this Sublease and the Premises, or sublet all or any part
      thereof, to any assignee or transferee acquiring Tenant’s Diagnostic Development
      Business or to an acquirer of all of substantially all of Tenant's business,
      whether by merger, sale of stock, sale of assets or any similar transaction.
      Notwithstanding the foregoing, if such assignee or transferee is a direct
      competitor of Landlord, Tenant shall request Landlord's prior consent to such
      assignment or sublease, which consent may be withheld by Landlord in its sole
      and absolute discretion.

    


    B.           No
      assignment shall be effective and no sublease shall commence unless and until
      any default by Tenant hereunder shall have been cured.  Tenant shall
      not be released from liability under this Sublease in the event of any sublease
      of the Premises or assignment by Tenant.

    


    C.           In
      the event of any assignment or subletting of this Premises by Tenant, Tenant
      shall pay to Landlord (i) in the case of a sub-sublease, after deducting
      reasonable out-of-pocket expenses incurred by Tenant in subleasing the space
      fifty percent (50%) of the balance of any base rent (or amounts paid in lieu
      of
      base rent) actually paid on a monthly basis by such sub-subtenant to Tenant
      in
      excess of Base Rent, and (ii) in the case of an assignment of this Sublease,
      after deducting reasonable out-of-pocket expenses incurred by Tenant in
      assigning this sublease, fifty percent (50%) of the balance of any fees or
      payments made by the assignee in consideration of such assignment, such amounts
      to be paid to Landlord within ten (10) business days following receipt thereof
      by Tenant, unless the Prime Lease requires Landlord to pay Prime Landlord a
      higher percentage of base rent from Tenant's sublease of the Premises to a
      sub-tenant in which case Tenant shall pay to Landlord such higher
      percentage.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14.           RULES.  Tenant
      agrees to comply with all rules and regulations that Prime Landlord has made
      or
      may hereafter from time to time make for the Building.  Landlord shall
      not be liable in any way for damage caused by the non-observance by any of
      the
      other tenants of the Building of such similar covenants in their leases or
      of
      such rules and regulations, but will upon Tenant’s request  cooperate
      in asking the Prime Landlord to enforce such rules and regulations against
      other
      tenants.

    


    15.           REPAIRS
      AND COMPLIANCE.  Tenant shall, at Tenant’s own expense, comply with:
      (i) all laws and ordinances and (ii) all orders, rules and regulations of all
      governmental authorities and of all insurance bodies and their fire prevention
      engineers at any time in force, applicable to Tenant’s particular use or manner
      of use thereof, except that Tenant shall not hereby be under any obligation
      to
      comply with any law, ordinance, rule or regulation requiring any alteration
      of
      or in connection with the Building or the Premises or if the same relates to
      other premises in the Building, unless such alteration is required by reason
      of
      Tenant’s particular use or manner of use of the Premises or to the extent such
      obligation would be Landlord’s under the Prime Lease.

    


    16.           FIRE
      OR CASUALTY OR EMINENT DOMAIN.  In the event of a fire or other
      casualty affecting the Building or the Premises which gives rise to a right
      of
      Landlord to terminate the Prime Lease, or of a taking of all or a part of the
      Building or Premises under the power of eminent domain, Landlord or Tenant
      may
      terminate this Sublease by written notice to the other. In the event that
      neither party terminates this Sublease, the parties shall equitably adjust
      the
      abatement provided under the Prime Lease as between themselves, based on the
      relative impact of the fire or other casualty, or the taking, as the case may
      be, but only to the extent such casualty or taking affects the Premises, the
      Common Areas, the Building, or Tenant's use or occupancy of the Premises, the
      Common Areas and/or the Building.

    


    17.           ALTERATIONS.  Tenant
      may make such alterations in or additions to the Premises (“Alterations”) as it
      deems necessary for the operation of its intended use of the Premises without
      the consent of Landlord; provided, however, that Tenant shall provide Landlord
      at least fifteen (15) days notice before commencing any
      Alterations.  If Prime Landlord’s consent under the Prime Lease is
      necessary for any such alterations, Landlord shall use reasonable efforts to
      obtain the consent of Prime Landlord.  If Alterations by Tenant are
      consented to by the Prime Landlord (if necessary) as aforesaid, Tenant shall
      comply with all of the covenants of Landlord contained in the Prime Lease and
      in
      the Prime Landlord’s consent notice pertaining to the performance of such
      Alterations.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    18.           SURRENDER.  Upon
      the expiration of this Sublease, or upon the termination of the Sublease or
      of
      the Tenant’s right to possession of the Premises or as Tenant reduces the size
      of the Premises, Tenant will at once surrender and deliver up the all or, as
      applicable, the appropriate part of the Premises, together with all improvements
      thereon, to Landlord in good condition and repair, free of Hazardous Materials
      (other than routine office cleaning supplies) except as caused by Landlord
      or
      Landlord's employees, agents, contractors, invitees and/or licensees, reasonable
      wear and tear (and damage by Landlord or Prime Landlord), casualty or
      condemnation excepted.  Said improvements shall include all plumbing,
      lighting, electrical, heating, cooling and ventilating fixtures and equipment
      used in the operation of the Premises (as distinguished from operations incident
      to the business of Tenant).  Tenant shall surrender to Landlord all
      keys to the Premises and make known to Landlord the explanation of all
      combination locks which Tenant is permitted to leave on the
      Premises.

    


    All
      Alterations in or upon the Premises made by Tenant shall become a part of and
      shall remain upon the Premises upon such termination without compensation,
      allowance or credit to Tenant.  Tenant shall remove any Alterations
      made by Tenant, or portion thereof, which Prime Landlord requires Landlord
      (or
      Tenant if there is a direct obligation of Tenant to Prime Landlord) to remove,
      pursuant to the terms of the Prime Lease.  In any such event, Tenant
      shall restore the Premises to their condition prior to the making of such
      Alteration, repairing any damage occasioned by such removal or
      restoration.  If Prime Landlord requires removal of any Alteration
      made by Tenant, or a portion thereof as set forth above, and Tenant does not
      make such removal in accordance with this Section, Landlord may remove the
      same
      (and repair any damage occasioned thereby), and dispose thereof, or at its
      election, deliver the same to any other place of business of Tenant, or
      warehouse the same.  Tenant shall pay the costs of such removal,
      repair, delivery and warehousing on demand.  Tenant shall not be
      required to remove any Alterations performed by Landlord or to restore the
      Premises to their condition prior to the making of such
      Alterations.

    


    19.           REMOVAL
      OF TENANT’S PROPERTY.  Upon the expiration of this Sublease or as
      Tenant reduces the size of the Premises, Tenant shall remove Tenant’s furniture,
      equipment and other articles of personal property incident to Tenant’s business
      including all Retained Assets as defined in the Purchase Agreement (collectively
      “Trade Fixtures”); provided, however, that Tenant shall repair any injury or
      damage to the Premises which may result from such removal, and shall restore
      the
      Premises to the same condition as prior to the later of the Commencement Date
      or
      the installation thereof.. In removing such Trade Fixtures, Tenant may, as
      needed, access and use the shipping and receiving dock at the back of the
      Building. If Tenant does not remove Tenant’s Trade Fixtures from the Premises
      prior to the expiration or earlier termination of the Term or as Tenant reduces
      the size of the Premises, Landlord may, at its option, remove the same from
      any
      part of the Premises surrendered (and repair any damage occasioned thereby
      and
      restore the Premises as aforesaid) and dispose thereof or deliver the same
      to
      any other place of business of Tenant, or warehouse the same, and Tenant shall
      pay the cost of such removal, repair, restoration, delivery or warehousing
      to
      Landlord on demand, or Landlord may treat said Trade Fixtures as having been
      conveyed to Landlord with this Lease as a Bill of Sale, without further payment
      or credit by Landlord to Tenant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    20.           HOLDING
      OVER.  Tenant shall have no right to occupy the Premises or any
      portion thereof after the expiration of this Sublease or after termination
      of
      this Sublease or of Tenant’s right to possession as a result of an Event of
      Default hereunder beyond any applicable grace and cure periods.  In
      the event Tenant or any party claiming by, through or under Tenant holds over,
      Landlord may exercise any and all remedies available to it at law or in equity
      to recover possession of the Premises, and to recover damages including, without
      limitation, damages payable by Landlord to Prime Landlord by reason of such
      holdover.  For each and every month or partial month that Tenant or
      any party claiming by, through or under Tenant remains in occupancy of all
      or
      any portion of the Premises after the expiration of this Sublease or after
      termination of this Sublease or Tenant’s right to possession, Tenant shall pay,
      as liquidated damages and not as a penalty, monthly rental at a rate equal
      to
      150% of the rate of Base Rent payable by Landlord for the entirety of the Prime
      Lease Premises immediately prior to the expiration or other termination of
      this
      Sublease or of Tenant’s right to possession, but only to the extent that Prime
      Landlord requires Landlord to pay such holdover rent under the terms of the
      Prime Lease.  The acceptance by Landlord of any lesser sum shall be
      construed as payment on account and not in satisfaction of damages for such
      holding over.

    


    21.           ENCUMBERING
      TITLE.  Tenant shall not do any act which shall in any way encumber
      the title of Prime Landlord in and to the Building, nor shall the interest
      or
      estate of Prime Landlord or Landlord be in any way subject to any claim by
      way
      of lien or encumbrance, whether by operation of law by virtue of any express
      or
      implied contract by Tenant, or by reason of any other act or omission of Tenant
      except as to this Sublease.  Except as to this Sublease, any claim to,
      or lien upon, the Premises or the Building arising from any act or omission
      of
      Tenant shall be subject and subordinate to the paramount title and rights of
      Prime Landlord in and to the Building and the interest of Landlord in the Prime
      Lease Premises. Without limiting the generality of the foregoing, Tenant shall
      not permit the Premises or the Building to become subject to any mechanics’,
      laborers’ or materialmen’s lien on account of labor or material furnished to
      Tenant or claimed to have been furnished to Tenant in connection with work
      of
      any character performed or claimed to have been performed on the Premises by,
      or
      at the direction or sufferance of, Tenant; provided, however, that if so
      permitted under the Prime Lease, Tenant shall have the right to contest in
      good
      faith and with reasonable diligence, the validity of any such lien or claimed
      lien if Tenant shall give to Prime Landlord and Landlord such security as may
      be
      deemed satisfactory to them to assure payment thereof and to prevent any sale,
      foreclosure, or forfeiture of the Premises or the Building by reason of
      non-payment thereof, provided further, however, that on final determination
      of
      the lien or claim of lien, Tenant shall immediately pay any judgment rendered,
      with all proper costs and charges, and shall have the lien released and any
      judgment satisfied.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    22.           INDEMNITY.  Tenant
      and Landlord agree to indemnify the other and hold the other harmless from
      all
      losses, damages, liabilities and expenses which a party may incur, or for which
      a party may be liable to Prime Landlord, arising from the wrongful acts or
      omissions of the other party.

    


    23.           LANDLORD’S
      RESERVED RIGHTS.  Landlord reserves the right, on reasonable prior
      written notice, to inspect the Premises, or to exhibit the Premises to persons
      having a legitimate interest at any time during the Term.

    


    24.           DEFAULTS.  Tenant
      further agrees that any one or more of the following events shall be considered
      Events of Default as said term is used herein:

    


    A.           Tenant
      fails to pay any rent or any other charges due and payable by Tenant under
      this
      Lease when due and such failure continues for more than five (5) business days
      following Tenant’s receipt of written notice thereof from Landlord;

    


    B.           Tenant’s
      estate created by this Lease is taken by execution or other legal
      process;

    


    C.           Tenant
      is adjudicated bankrupt or insolvent according to law; or any assignment is
      made
      of the property of Tenant for the benefit of creditors; or a receiver, guardian,
      conservator, trustee in voluntary bankruptcy or other similar officer is
      appointed to take charge of all or any substantial part of Tenant’s property by
      a court of competent jurisdiction; or a petition is filed for the reorganization
      of Tenant or any guarantor of Tenant’s obligations hereunder under any
      provisions of the Bankruptcy Act now or hereafter enacted, and such proceeding
      is not dismissed within 60 days after it is begun; or Tenant files a petition
      for reorganization, or for arrangements under any provisions of the Bankruptcy
      Act now or hereafter enacted and providing a plan for a debtor to settle,
      satisfy or extend the time for the payment of debts; or

    


    D.           Tenant
      fails to perform or observe any of its other obligations under this Lease within
      thirty (30) days after written notice from Landlord to Tenant specifying the
      failure, provided, however, if such obligation(s) cannot reasonably be performed
      or observed within said thirty (30) day period, Tenant shall not be in default
      so long as Tenant has commenced curative action and is continuously and
      diligently prosecuting such curative action to completion and same is capable
      of
      completion within sixty (60) days.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    25.           REMEDIES.  Upon
      the occurrence of any one or more Events of Default, Landlord may exercise
      any
      remedy against Tenant with respect to the Premises that Prime Landlord may
      exercise for default by Landlord under the Prime Lease.

    


    26.           NOTICES
      AND CONSENTS.  All notices, demands, requests, consents or approvals
      which may or are required to be given by either party to the other shall be
      in
      writing and shall be deemed given when received or refused if sent by United
      States registered or certified mail, postage prepaid, return receipt requested
      or if sent by overnight commercial courier service (a) if to Tenant, addressed
      to Tenant at the address specified in Section 1(B) or at such other place
      as Tenant may from time to time designate by notice in writing to Landlord;
      or
      (b) if for Landlord, addressed to Landlord at the address specified in
Section 1(C) or at such other place as Landlord may from time to time
      designate by notice in writing to Tenant.  Each party agrees promptly
      to deliver a copy of each notice, demand, request, consent or approval from
      such
      party to Prime Landlord and promptly to deliver to the other party a copy of
      any
      notice, demand, request, consent or approval received from Prime
      Landlord.  Such copies shall be delivered by overnight commercial
      courier.

    


    27.           PROVISIONS
      REGARDING SUBLEASE.  This Sublease and all the rights of parties
      hereunder are subject and subordinate to the Prime Lease.  In
      furtherance of the foregoing, the parties hereby confirm, each to the other,
      that it is not practical in this Sublease agreement to enumerate all of the
      rights and obligations of the various parties under the Prime Lease and
      specifically to allocate those rights and obligations in this Sublease
      agreement.  Accordingly, in order to afford to Tenant the benefits of
      this Sublease and of those provisions of the Prime Lease which by their nature
      are intended to benefit the party in possession of the Premises, and in order
      to
      protect Landlord against a default by Tenant which might cause a default or
      event of default by Landlord under the Prime Lease:

    


    A.           Provided
      Tenant shall timely pay all Rent when and as due under this Sublease, Landlord
      shall pay, when and as due, all base rent, additional rent and other charges
      payable by Landlord to Prime Landlord under the Prime Lease.

    


    B.           Landlord
      shall comply with its covenants and obligations under the Prime Lease that
      do
      not require for their performance possession of the Premises and which are
      not
      otherwise to be performed hereunder by Tenant on behalf of
      Landlord.  For example, Landlord shall at all times keep in full force
      and effect all insurance required of Landlord as tenant under the Prime Lease.
      Landlord shall, upon the request of Tenant, furnish to Tenant a certificate
      of
      Landlord’s insurance required hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    C.           Tenant
      shall perform all affirmative covenants and shall refrain from performing any
      act which is prohibited by the negative covenants of the Prime Lease, where
      the
      obligation to perform or refrain from performing is by its nature imposed upon
      the party in possession of the Premises, but only to the extent applicable
      to
      the Premises and are practicable for Tenant to perform as a subtenant of part
      of
      the Building and excluding work on Building systems or structural components
      of
      the Building.  If practicable, Tenant shall perform affirmative
      covenants which are also covenants of Landlord under the Prime Lease at least
      five (5) days prior to the date when Landlord’s performance is required under
      the Prime Lease.  Landlord shall have the right to enter the Premises
      to cure any default by Tenant under this Section after providing Tenant written
      notice thereof  and a reasonable opportunity to cure, not to exceed
      ten (10) business days, except in the case of an emergency, in which case
      Landlord shall not be required to provide Tenant with prior notice and a
      reasonable opportunity to cure.

    


    D.           Landlord
      shall not agree to an amendment to the Prime Lease which might have material
      and
      adverse effect on Tenant’s occupancy of the Premises or its use of the Premises
      for their intended purpose, unless Landlord shall first obtain Tenant’s prior
      written approval thereof, which approval shall not be unreasonably withheld
      or
      delayed.

    


    E.           Landlord
      hereby grants to Tenant the right to receive all of the services and benefits
      with respect to the Premises which are to be provided by Prime Landlord under
      the Prime Lease.  Landlord shall have no duty to perform any
      obligations of Prime Landlord which are, by their nature, the obligation of
      an
      owner or manager of real property.  For example, Landlord shall not be
      required to provide the services or repairs which the Prime Landlord is required
      to provide under the Prime Lease.  Landlord shall have no
      responsibility for or be liable to Tenant for any default, failure or delay
      on
      the part of Prime Landlord in the performance or observance by Prime Landlord
      of
      any of its obligations under the Prime Lease, nor shall such default by Prime
      Landlord affect this Sublease or waive or defer the performance of any of
      Tenant’s obligations hereunder except to the extent that such default by Prime
      Landlord excuses performance by Landlord, under the Prime
      Lease.  Notwithstanding the foregoing, the parties contemplate that
      Prime Landlord shall, in fact, perform its obligations under the Prime Lease
      and
      in the event of any default or failure of such performance by Prime Landlord,
      Landlord agrees that it will cooperate with Tenant, and upon notice from Tenant:
      (i) make demand upon Prime Landlord to perform its obligations under the Prime
      Lease at no costs or expense to Landlord; and (ii) permit Tenant to commence
      a
      lawsuit or other action in Landlord’s name (and Landlord shall join such lawsuit
      if required as a necessary party) to obtain the performance required from Prime
      Landlord under the Prime Lease; provided, however, that if Tenant commences
      a
      lawsuit or other action, Tenant shall pay all costs and expenses incurred in
      connection therewith, and Tenant shall indemnify Landlord against, and hold
      Landlord harmless from, all reasonable costs and expenses incurred by Landlord
      in connection therewith.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    F.           In
      the event that Landlord fails to perform any of its repair, replacement or
      maintenance obligations under this Sublease or the Prime Lease, Tenant shall
      provide Landlord notice of such failure and Landlord shall have five (5)
      business days from receipt of such notice from Tenant to cure the failure,
      provided, however, if such obligation(s) cannot reasonably be performed or
      observed with said five (5) business day period, Landlord shall not be in
      default so long as Landlord has commenced curative action to completion and
      the
      same is capable of completion within ten (10) business days, except in the
      case
      of except an emergency, in which case Tenant shall not be required to provide
      Landlord with prior notice and a reasonable opportunity to cure. In the event
      that Landlord fails to cure such failure within the period referenced in the
      immediately preceding sentence, Tenant shall be permitted to cure such failure
      and Landlord shall be responsible for paying to Tenant, within ten (10) days
      of
      Landlord's receipt of an invoice from Tenant, all actual costs and expenses
      incurred by Tenant in curing such failure.

    


    28.           ADDITIONAL
      SERVICES.  Upon Tenant’s request, Landlord shall cooperate with Tenant
      to cause Prime Landlord to provide services required by Tenant in addition
      to
      those otherwise required to be provided by Prime Landlord under the Prime
      Lease.  Tenant shall pay Prime Landlord’s charge for such services
      promptly after having been billed therefor by Prime Landlord or by
      Landlord.  If at any time a charge for such additional services is
      attributable to the use of such services both by Landlord and by Tenant, the
      cost thereof shall be equitably divided between Landlord and
      Tenant.

    


    29.           BROKERAGE.  Each
      party warrants to the other that it has had no dealings with any broker or
      agent
      in connection with this Sublease.  Each party covenants to pay, hold
      harmless and indemnify the other party from and against any and all costs
      (including reasonable attorneys’ fees), expense or liability for any
      compensation, commissions and charges claimed by any broker or other agent
      with
      respect to this Sublease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    30.           PRIME
      LANDLORD.  Landlord and Tenant hereby agree, for the benefit of Prime
      Landlord, that this Sublease shall not (a) create privity of contract between
      Prime Landlord and Tenant; (b) be deemed to have amended the Prime Lease in
      any
      regard; or (c) be construed as a waiver of Prime Landlord’s right to consent to
      any assignment of the Prime Lease by Landlord or any further subletting of
      premises leased pursuant to the Prime Lease, or as a waiver of Prime Landlord’s
      right to consent to any assignment by Tenant of this Sublease or any sub-letting
      of the Premises or any part thereof.

     

    


    31.           FORCE
      MAJEURE.  Neither Landlord nor Tenant shall be deemed in default with
      respect to any of the terms, covenants and conditions of this Lease (other
      than
      the payment of money), if such party’s failure to timely perform is due in whole
      or in part to any strike, lockout, labor trouble (whether legal or illegal),
      civil disorder, failure of power, restrictive governmental laws and regulations,
      riots, insurrections, war, shortages, accidents, casualties, acts of God, delays
      caused directly by the other party or its agents, employees and invitees, or
      any
      other cause beyond the reasonable control of such party and such party provides
      notice within a reasonable time to the other party of such matter and acts
      in a
      commercially reasonable manner to  resume performance  as
      soon as reasonably possible.

    


    32.           SIGNAGE.  Subject
      to the Prime Landlord's approval rights under the Prime Lease, Tenant shall
      be
      permitted to install entry suite signage and an appropriate sign on the rear
      entryway to the Building for itself and any subtenant without Landlord’s
      consent.  If required under the Prime Lease, Landlord agrees to
      cooperate with Tenant and work with Prime Landlord to secure the approval of
      Prime Landlord to the installation of signage at the entry of Tenant’s suite and
      on or adjacent to the rear entryway door, and to request a listing or listings,
      in the name and/or any subtenant, in the Building directory.  Tenant
      agrees to pay the costs for such signage and acknowledges that all such signage
      must be approved by Prime Landlord.

    


                          33.           ROOFTOP
      EQUIPMENT.  Subject to the Prime Landlord's approval rights under the
      Prime Lease, Tenant shall be permitted to install, at its sole cost and expense,
      a satellite dish/antenna or other rooftop equipment, and cables necessary to
      connect such equipment to the Premises, as it deems necessary for the operation
      of the Premises (“Rooftop Equipment”) without Landlord’s
      consent.    Landlord agrees to work with Prime Landlord to
      secure the right for Tenant to the Rooftop Equipment.  The Rooftop
      Equipment and the installation thereof shall be subject to all federal, state
      and local government regulations affecting the Building and all Building Rules
      and Regulations, and may be subject to Prime Landlord’s prior written
      approval.  Tenant shall be responsible for any damage to the roof of
      the Building caused by the installation of the Rooftop Equipment.  At
      the Expiration of the Term or upon the earlier removal of the Rooftop Equipment,
      Tenant will restore the roof to the condition existing prior to the installation
      of the Rooftop Equipment, normal wear and tear excepted.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                        

    34.           ESTOPPEL
      CERTIFICATES.  Within ten (10) business days after receipt of written
      demand by either party, the other party shall execute and deliver to the
      requesting party an estoppel certificate (i) certifying that this Sublease
      is
      unmodified and in full force and effect or, if modified, the nature of such
      modification; (ii) stating the date to which Rent and other charges are paid
      in
      advance; (iii) acknowledging, to the best of the responding party’s knowledge,
      that there are no uncured defaults on the part of the requesting party; and
      (iv)
      certifying such other information as may be reasonably required by the
      requesting party.

    


                          35.           CHOICE
      OF LAW; SEVERABILITY.  This Sublease shall in all respects be governed
      by and construed in accordance with the laws of the State of
      Maryland.  If any term of this Sublease is held to be invalid or
      unenforceable by any court of competent jurisdiction, then the remainder of
      this
      Sublease shall remain in full force and effect to the fullest extent possible
      under the law, and shall not be affected or impaired.

    


                          36.           AMENDMENT.  This
      Sublease may not be amended except by the written agreement of all parties
      hereto.

    


                          37.           ATTORNEYS’
      FEES.  If either party brings any action or legal proceeding with
      respect to this Sublease, the prevailing party shall be entitled to recover
      reasonable attorneys’ fees, experts’ fees, and court costs.  If either
      party becomes the subject of any bankruptcy or insolvency proceeding, then
      the
      other party shall be entitled to recover all attorneys’ fees, experts’ fees, and
      other costs incurred by that party in protecting its rights hereunder and in
      obtaining any other relief as a consequence of such proceeding.

    


                          38.           HAZARDOUS
      MATERIALS.  Tenant shall comply with all Hazardous Materials
      requirements of the Prime Lease as applicable to the Premises.

    


                          39.           SUCCESSORS.  This
      Sublease shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and permitted assigns.

    


                          40.           COUNTERPARTS.  This
      Sublease may be executed in one or more counterparts each of which shall be
      deemed an original but all of which together shall constitute one and the same
      instrument.  Signature copies may be detached from the counterparts
      and attached to a single copy of this Sublease physically to form one
      document.  A facsimile counterpart signature delivered to each party
      shall be deemed an original for the purpose of the execution of this
      Sublease.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

                  

            41.           ENTIRE
      AGREEMENT.  This Sublease constitutes the complete and exclusive
      agreement among the parties with respect to the matters contained herein and
      supersede all prior written or oral agreements or statements by and among the
      parties hereto, provided that this Sublease shall be at all times subject to
      all
      of the terms and conditions of the Prime Lease. Nothing contained in this
      Sublease shall be construed to grant Tenant rights which are not granted to
      Landlord under the Prime Lease. In the event that any terms of this Sublease
      and
      the Prime Lease conflict, the terms of the Prime Lease shall govern, except
      with
      respect to the financial terms contained herein.

    


    (Signatures
      on following page)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      parties have executed this Sublease under Seal the day and year first above
      written.

     

    
      
        	
                WITNESS:

              	 	
                LANDLORD:

              
	 	 	 
	 	 	
                OCIMUM
                  BIOSOLUTIONS, INC., a Delaware corporation

              
	 	 	 
	 	 	 
	
                /s/
                  John C. Hermann

              	 	
                By:
                  /s/ L.V. Subash

              
	
                (SEAL)

              	 	 
	 	 	
                Name:
                  Subash Lingareddy

              
	 	 	
                Title:
                  President and Chief Financial Officer

              
	 	 	 
	 	 	 
	
                WITNESS:

              	 	
                TENANT:

              
	 	 	 
	 	 	
                GENE
                  LOGIC INC.,

              
	 	 	
                a
                  Delaware corporation

              
	 	 	 
	 	 	 
	 	 	
                By:
                  /s/ Charles L. Dimmler

              
	
                (SEAL)

              	 	 
	 	 	
                Name:
                  Charles L. Dimmler, III

              
	 	 	
                Title:
                  Chief Executive Officer and
                  President