Exhibit 10.46










AMENDMENT NO. 4 TO LEASE
THIS AMENDMENT NO. 4 TO LEASE (this “Amendment”) is made and entered into as of the 16th day of September, 2010 by and between Landlord and Tenant named below:
	
		
	LANDLORD:
	WE 2 Church Street South LLC
c/o Winstanley Enterprises LLC
150 Baker Avenue Extension, Suite 303
Concord, Massachusetts 01742

	TENANT:
	JS Genetics, LLC
2 Church Street South 
New Haven, Connecticut

	BUILDING:
	2 Church Street South
New Haven, CT 06519






WHEREAS, Landlord, and Tenant executed a lease dated as of June 28, 2006 (the “Lease”), by which Tenant leased approximately 429 rentable square feet of the Building known as Suite B-05B (the “Premises”); and
WHEREAS, the Lease was subsequently amended by Amendment No. 1 to Lease between Landlord and Tenant dated as of September 18, 2007, whereunder the term of the Lease was extended and Tenant leased an additional 938 rentable square feet of space known as Suite B-5, making the aggregate rentable square footage of the Premises 1,367 rentable square feet; and
WHEREAS, the Lease was subsequently amended by Amendment No. 2 to Lease between Landlord and Tenant dated as of August 29, 2008, whereunder the Base Rent was increased and the Term of the Lease was extended; and
WHEREAS, the Lease was subsequently amended by Amendment No. 3 to Lease between Landlord and Tenant dated as of April 8, 2009, whereunder the Base Rent was increased and the Term of the Lease was extended; and
WHEREAS, Landlord and Tenant have agreed to further extend the term of the Lease, add a Tenant Termination Right clause and otherwise modify the Lease on the terms and conditions set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:
1.Capitalized terms used but not defined herein shall have the meaning ascribed to each in the Lease.


2.The Term of the Lease is hereby extended, on the same terms and conditions set forth therein, as modified herein, until September 30, 2011.

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3.The following Section is hereby added to Article XII: Termination and Surrender:
“Section 12.3 - Termination of Lease.  Tenant shall have the right to terminate this Lease upon sixty (60) day written notice to Landlord.  The expiration of the Term, whether by lapse of time or otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the expiration or early termination of this Lease, and the terms and provisions of this Lease, to the extent relevant, shall survive and continue to govern and apply to the relationship of Landlord and Tenant.”
4.Landlord and Tenant represent and warrant to the other that each has full authority to enter into this Amendment and further agree to hold harmless, defend, and indemnify the other from any loss, costs (including reasonable attorneys’ fees), damages, or claim arising from any lack of such authority.


5.Tenant takes the Premises for the extended term “as is”.


6.As modified herein, the Lease is hereby ratified and confirmed and shall remain in full force and effect.


7.Landlord and Tenant hereby represent and warrant to the other that each has not dealt with any broker, finder or like agent in connection with this Amendment and each does hereby agree to indemnify and hold the other, its agents and their officers, directors, shareholders, members, partners and employees, harmless of and from any claim of, or liability to, any broker, finder or like agent claiming a commission or fee by reason of having dealt with either party in connection with the negotiation, execution or delivery of this Amendment, and all expenses related thereto, including, without limitation, reasonable attorneys’ fees and disbursements.


8.This Amendment constitutes the entire agreement by and between the parties hereto and supersedes any and all previous agreements, written or oral, between the parties.  No modification or amendment of this Amendment shall be effective unless the same shall be in writing and signed by the parties hereto.  The provisions of this Amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective legal representatives, successors and assigns.


9.This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one agreement.  This Amendment shall become effective when duly executed and delivered by all parties hereto.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the LANDLORD and TENANT have signed this Amendment No. 4 to Lease as of the day and year first above written.
LANDLORD:


WE 2 CHURCH STREET SOUTH LLC


By:    WE Church Manager LLC
Its Manager
/s/ Judy Sommers            
Witness    Judy Sommers            
By:    Winstanley Enterprises LLC
Its Manager




/s/ Pamela M D’Ambrosio        By:        /s/ Carter J. Winstanley    
Witness    Pamela M D’Ambrosio        Carter J. Winstanley
A Manager




TENANT:
JS GENETICS, LLC
[illegible]        
Witness
[illegible]                
Name: 
[illegible]            Its:
Witness






















[Signature page to Amendment No. 4 to Lease by and between
WE 2 Church Street South LLC and JS Genetics, LLC]



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