a5570624ex1099b.htm


    Exhibit
      10.99(b)

     

    December
      14, 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
                No. 2 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”), amended by that
                certain letter agreement made by and among Company, Purchaser and
                Parent
                dated December 12, 2007

            


    

    


    Gentlemen:

    


    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.           Waiver
      and Indemnification.  In consideration for proceeding to a
      Closing, including the waiver by Purchaser and Parent of the condition precedent
      pursuant to Section 1.06(a)(v) that a third party’s signature be obtained, the
      Parties have agreed as follows:

     

    A.                 Section
      7.09 is deleted in its entirety and replaced with the following:

     

    “Section
      7.09.   Exclusive Remedies.  The remedies of the
      parties set forth in this Article VII and Article XI are intended
      to be the sole and exclusive remedies and sole and exclusive liabilities of
      the
      parties for all matters related to breaches of this Agreement, or the
      Transactions contemplated by this Agreement, regardless of the legal theory
      pursuant to which liability is claimed, except for (i) the remedies of
      injunctive relief provided in Section 10.09 with respect to the specific
      matters to which such Section relates and (ii) in the case of
      fraud.

     

    B.                 Article
      XI below is inserted to follow Article X.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “ARTICLE
      XI

     

    LEASE
      INDEMNIFICATION

     

    Section
      11.1                           Indemnification
      by Company.  Subject to the limitations contained in this
Article VII, (i) Company shall, from and after Closing, indemnify and
      hold Purchaser, Parent and their respective affiliates harmless and (ii)
      Purchaser and Parent shall, from and after Closing, indemnify and hold Company
      and its affiliates harmless against all Lease Losses (as hereinafter
      defined).

     

    Section
      11.2                           Lease
      Losses.  For purpose of this Agreement, “Lease Losses” shall mean
      one-half (1/2) of the aggregate amount of all claims, losses, liabilities,
      damages, deficiencies, penalties, costs and expenses, including, without
      limitation, increases in rent, relocation expenses to the extent of packing,
      moving, storage and transportation costs, reasonable expenses of investigation
      and reasonable attorneys’ fees and expenses, incurred by any Party hereto in
      connection with any Legal Action, which  (i) arise from, are related
      to or are in connection with a claim or assertion by the landlord under the
      50
      West Watkins Mill Road Lease, or its successors or assigns (“Landlord”), that
      the execution, delivery and performance by the Parties of the 50 West Watkins
      Lease Assignment and Assumption Agreement without, or prior to, the Landlord
      providing consent, if any, required pursuant to the 50 West Watkins Mill Road
      Lease was improper, a breach or an event of default, and (ii) are in excess
      of
      the base rent and additional rent, as those terms are defined in the 50 West
      Watkins Mill Road Lease.  Notwithstanding the foregoing, “Lease
      Losses” shall expressly not include lost revenues or profits of a
      Party.

    


    Section
      11.3                           Indemnification
      Additional.  Notwithstanding anything to the contrary elsewhere in
      this Agreement, (i) the indemnification in this Article XI is in addition to,
      and not in lieu of, the indemnification set forth  in Article VII, and
      (ii) the provisions of Sections 7.03 and 7.04 shall not apply to this Article
      XI.  The Parties agree that the procedures set forth in Section 7.07,
      (“Third Party Claims”) shall apply to this Article XI.

     

    Section
      11.4                           Termination.  The
      provisions of this Article XI shall terminate upon the earlier to occur of:
      (i)
      the written consent of the Landlord to the assignment and assumption of the
      50
      West Watkins Mill Road Lease without any conditions or changes to such lease,
      (ii) the written agreement of the Parties or (iii) the date of the expiration
      of
      the statute of limitations applicable to the subject matter thereof to which
      the
      claim for indemnification relates.

     

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

     

    
      
        -15-

      

      
         

        
          

        

      

      
         

      

    

     

    Please
      acknowledge your agreement to the terms set forth in this letter agreement
      further amending the APA by executing this letter and returning a copy to me
      not
      later than December 14, 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

            


    

     

    
      {Signature
        Page to APA Amendment No. 2}

       

      -16-