a5570624ex1099a.htm


    Exhibit
      10.99(a)

     

    December
      12, 2007

    


    


    Ocimum
      Biosolutions Inc.

    #8765
      Guion Road, Suite #G

    Indianapolis,
      Indiana 46268

    Attention:
      Subash Lingareddy

    


    O3
      Capital
      Advisors Pvt. Ltd.

    #3
      Levelle
      Road,

    Bangalore
      560 001, India

    Attention:  Shiraz
      Bugwadia

    


    
      	
               

            	
              RE:

            	
              Amendment
                to the Asset Purchase Agreement (the
                “APA”) by and between Gene
                Logic
                Inc., a Delaware corporation
                (“Company”),
                Ocimum Biosolutions Limited, a company incorporated under the Company
                Act,
                1956 in the Republic of India
                (“Parent”), and Ocimum
                Biosolutions Inc., a Delaware corporation
                (“Purchaser”)

            


    

    


    Gentlemen:

    


    In
      connection with the change in
      circumstances of Company, Parent and Purchaser since the time of the execution
      of the APA, the Parties wish to, and hereby do, amend the APA as provided
      below.  Capitalized terms used herein, but not otherwise defined
      herein, shall have the meanings given to such terms in the APA.

     

    
      	
               

            	
              1.

            	
              The
                term “Parent” shall refer to Ocimum Biosolutions (India) Limited, a
                company incorporated under the Company Act, 1956 in the Republic
                of
                India.

            


    

     

    
      	
               

            	
              2.

            	
              Any
                cash, cash equivalent or other payment (the “Customer 1 or Customer 2
                Payments”) made by Customer 1 and Customer 2 (as defined on Exhibit
                A hereto) to the Company, and received by the Company, on or after
                December 6, 2007, for perpetual database licenses granted pursuant
                to
                license agreements  entered into by and between Company and
                Customer 1 or Company and Customer 2 on or after December 6, 2007
                but
                prior to the Closing Date or, in the case of Customer 2 only, subsequent
                to the Closing Date but prior to December 31, 2007 (the “Perpetual
                Licenses”) shall be included in the term “Acquired Assets” for
                purposes of the APA and all right, title and interest therein shall
                therefore be transferred and assigned by Company to Purchaser as
                of the
                Effective Time in connection with the Closing.  Further any and
                all obligations of Company pursuant to the Perpetual Licenses shall
                be
                included in the term “Assumed Liabilities” for purposes of the APA and
                shall therefore be transferred by Company to Purchaser and Purchaser
                shall
                assume any and all obligations thereunder.  In the event that
                the Company (i) receives the Customer 1 or Customer 2 Payments or
                (ii)
                receives any monies erroneously sent by Customer 1 or Customer 2
                and which
                relate to a Perpetual License between Purchaser and Customer 1 or
                Customer
                2 which relate to periods from and after the Effective Time, such
                amounts
                shall be transferred to Purchaser within five (5) Business Days of
                the
                later of Closing and the receipt by the Company of such Customer
                1 or
                Customer 2 Payments.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              3.

            	
              Notwithstanding
                the calculation provided for in Section 1.03(c)(i) of the APA, the
                Company, Parent and Purchaser hereby agree that for purposes of the
                APA
                that the Net Current Assets Adjustment shall be deemed to be equal
                to zero
                dollars ($0.00).

            


    

     

    
      	
               

            	
              4.

            	
              The
                Parties agree that the APA is hereby amended such that any reimbursement
                or payment provided to be due and payable pursuant to Section 9.01
                of the
                APA prior to the date that the Purchase Price Adjustment becomes
                due and
                payable pursuant to Section 1.03(c) of the APA (the “Purchase Price
                Adjustment Payment Date”) shall not be due and payable until the
                Purchase Price Adjustment Payment Date; provided, that the amount
                that shall be due and payable at such time shall include all amounts
                due
                and payable as of the Purchase Price Adjustment Date pursuant to
                Section
                9.01 of the APA and any and all other amounts then due pursuant to
                the
                APA.  Notwithstanding the previous sentence, any payments that
                become due and payable pursuant to Section 9.01 of the APA after
                the
                Purchase Price Adjustment Date shall continue to be due and payable
                in
                accordance with Section 9.01 of the
                APA.

            


    

     

    
      	
               

            	
              5.

            	
              The
                Parties hereby agree that any payroll expenses paid by Company to
                the
                Business Employees in respect of time periods from and after the
                Closing
                Date shall be the responsibility of Purchaser and such expenses shall
                be
                due and payable from Purchaser or Parent to the Company as of the
                Purchase
                Price Adjustment Payment Date.  Any other payments due between
                the Parties pursuant to Section 4.08 of the APA shall also be due
                and
                payable on the Purchase Price Adjustment Payment
                Date.

            


    

     

    
      	
               

            	
              6.

            	
              The
                Parties hereby agree that the Company shall reimburse Purchaser for
                its
                actual costs incurred pursuant to the Licensor 1 (as defined on Exhibit
                A hereto) database license with respect to the period from April
                1,
                2007 through the day prior to the Closing Date and such expenses
                shall be
                due and payable from Company to Purchaser as of the Purchase Price
                Adjustment Payment Date.

            


    

     

    
      	
               

            	
              7.

            	
              The
                Parties hereby agree that Section 9.02(a) of the APA is hereby deleted
                and
                replaced with the following:

            


    

     

    “(a)
      If at
      any time prior to satisfaction of the Promissory Note, the Purchaser delivers
      a
      Backstop Letter of Credit consistent with the terms provided for in Section
      1.03(b)(iii)(Y), then Company shall release the Guarantee and the Security
      Agreement delivered pursuant to Section 1.03(b)(iii)(X).”

     

    
      	
               

            	
              8.

            	
              Except
                as expressly amended herein, the APA shall remain otherwise unamended
                and
                in full force and effect.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               

            	
              9.

            	
              The
                Parties hereby agree that the following exhibits to the APA are hereby
                replaced with the exhibits attached hereto with the same
                names:

            


    

     

    
      	
               

            	
              ·

            	
              Exhibit
                1.03(b)(ii)– Form of Promissory
                Note

            


    

     

    
      	
               

            	
              ·

            	
              Exhibit
                1.06(a)(x)– Form of Diagnostic Development MSA
                Agreement

            


    

     

    
      	
               

            	
              ·

            	
              Exhibit
                1.06(a)(xi)– Form of Transition Services
                Agreement

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Please
      acknowledge your agreement to the terms set forth in this letter agreement
      amending the APA by executing this letter and returning a copy to me not later
      than December 12, 2007.

     

    


    Regards,

    


    GENE
      LOGIC
      INC. (Company):

    
      
        	
                By:
                  /s/
                  Charles L. Dimmler

              
	
                     Charles
                  L. Dimmler, III, Chief Executive

              	 	 	 
	
                 Officer
                  and President

              	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                Acknowledged
                  and Accepted by:

              	 	 	 
	 	 	 	 
	 	 	 	 
	
                OCIMUM
                  BIOSOLUTIONS (INDIA) LIMITED

              	 	 	 
	
                (Parent):

              	 	 	 
	 	 	 	 
	 	 	 	 
	
                By:  /s/
                  L.V. Subash

              
	
                 
                  Subash Lingareddy, President and Chief

              	 	 	 
	
                 
                  Financial Officer

              	 	 	 
	 	 	 	 
	 	 	 	 
	
                OCIMUM
                  BIOSOLUTIONS INC.

              	 	 	 
	
                (Purchaser):

              	 	 	 
	 	 	 	 
	 	 	 	 
	
                By:  /s/
                  L.V. Subash

              
	
                  
                  Subash Lingareddy, President and Chief

              	 	 	 
	
                  
                  Financial Officer

              	 	 	 


      

    

     

    Date:
      December 12, 2007