Exhibit 10.87


    Exhibit
      10.87

    AGREEMENT
      FOR TERMINATION OF LEASE

    AND
      VOLUNTARY SURRENDER OF PREMISES

     

    This
      Agreement for Termination of Lease and Voluntary Surrender of Premises (this
      ”Agreement”)
      is made
      and entered into as of the 28th
      day of
      September, 2006, by and between ARE-MARYLAND
      NO. 23, LLC,
      a
      Delaware limited liability company (“Landlord”),
      and
GENE
      LOGIC, INC.,
      a
      Delaware corporation (“Tenant”)
      with
      reference to the following:

     

    RECITALS

     

    A. Landlord
      and Tenant entered into a Lease dated October 5, 2004, as amended by a letter
      agreement dated October 5, 2004 (collectively, the “Lease”),
      for
      the lease of 16,406 rentable square feet of space (“Premises”)
      in the
      building located at 9 West Watkins Mill Road, Gaithersburg, Maryland 20878.
      All
      initially capitalized terms not defined specifically herein shall have the
      meanings set forth in the Lease.

     

    B. Landlord
      is negotiating a lease agreement (“New
      Lease”)
      with
      BioVeris Corporation (“New
      Tenant”)
      whereby
      New Tenant will lease the Premises from Landlord. As a condition of Landlord
      entering into the New Lease with New Tenant, the Lease shall be
      terminated.

     

    C. Tenant
      desires to terminate the Lease, which termination will be earlier than the
      date
      of expiration set forth in the Lease.

     

    D. Landlord
      is willing to agree to the early termination of the Lease as set forth in this
      Agreement.

     

    NOW,
      THEREFORE, in consideration of the foregoing, in further consideration of the
      mutual promises made herein, and for other good and valuable consideration,
      receipt of which is acknowledged, Landlord and Tenant agree as
      follows:

     

    1.  Termination
      Date.
      Landlord
      and Tenant hereby agree to terminate the Lease, subject to Tenant’s satisfaction
      or Landlord’s waiver of the terms and conditions set forth herein. The
      termination of the Lease shall be effective as of September 25, 2006 (the
“Termination
      Date”).
      If
      Tenant has paid any Rent or Additional Rent allocable to the period on or after
      the Termination Date, Landlord shall refund such amounts to Tenant within 45
      days after the Termination Date.

     

    2.  Termination
      and Surrender.
      Tenant
      represents and warrants that it has vacated or will vacate the Premises on
      or
      before the Termination Date. Tenant voluntarily surrenders all rights of
      possession of the Premises as of the Termination Date. After the Termination
      Date, Tenant shall have no rights of any kind with respect to the Premises.
      Tenant agrees to cooperate with Landlord in all matters, as applicable, relating
      to (i) decommissioning of the Premises as a licensed laboratory, which Landlord
      acknowledges has been accomplished based on information Landlord has received
      from its consultant; and (ii) the surrender, cancellation, or revocation of
      all
      licenses of Tenant to the extent relating to the Premises and to the extent
      permitted by applicable laws, rules, and regulations.

     

    3.  No
      Further Obligations.
      Landlord
      and Tenant agree that Landlord and Tenant are excused as of the Termination
      Date
      from any further obligations with respect to the Lease for the period on or
      after the Termination Date, excepting only such obligations to each other under
      the Lease which are, by their terms, intended to survive termination of the
      Lease, and as otherwise specifically provided herein. In addition, nothing
      herein shall be deemed to limit or terminate any common law or statutory rights
      Landlord may have with respect to Tenant in connection any Hazardous Material
      (as defined in the Lease) brought onto, kept, used, created, released, spilled,
      or discharged on the Premises by Tenant or its employees, agents, contractors,
      or invitees occurring before the Termination Date, or for violations of any
      governmental requirements or any requirements of applicable law occurring before
      the Termination Date. Nothing herein shall excuse Tenant from its obligations
      arising or accruing under the Lease for that portion of the Term (as defined
      in
      the Lease) prior to the Termination Date.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.  Removal
      of Personal Property.
      

     

    (a)  Transferred
      Personal Property.
      Except
      as provided in this Section 4, Tenant agrees that the Premises shall be
      surrendered free of the personal property of Tenant. Any personal property
      of
      Tenant remaining in the Premises as of the Termination Date shall be deemed
      to
      be abandoned by Tenant, and may be disposed of by Landlord, in Landlord’s sole
      discretion, without obligation or liability to Tenant. Notwithstanding any
      contrary provision contained in this Agreement but subject to the satisfaction
      of the condition precedent set forth in Section 6 below, effective as of the
      Termination Date Tenant hereby grants, conveys, and assigns to New Tenant by
      means of the Bill of Sale (“Bill
      of Sale”)
      in the
      form of Exhibit
      A
      attached
      hereto all of Tenant’s right, title, and interest in and to the personal
      property identified on Rider 1 attached to the Bill of Sale (“Transferred
      Personal Property”),
      which
      Transferred Personal Property may remain in the Premises for the possession
      and
      use of New Tenant. Concurrently with the execution and delivery of this
      Agreement, Tenant shall execute the Bill of Sale and deliver it to Landlord,
      who
      in turn shall deliver it to New Tenant as part of the New Lease.

     

    (i)  Tenant
      shall grant, convey, and assign the Transferred Personal Property in its then
      current “as is” condition but Tenant hereby covenants that the Transferred
      Personal Property shall nonetheless be in good working order and condition
      as of
      the Termination Date. Tenant represents and warrants that the Transferred
      Personal Property is free and clear of all liens and encumbrances of any type
      or
      kind whatsoever and that Tenant has good and marketable title to the Transferred
      Personal Property. Tenant shall have no obligation to clean, decommission,
      and
      recertify the Transferred Personal Property.

     

    (ii)  Tenant
      shall be responsible for timely paying any applicable sales tax due and owing
      on
      the conveyance of the Transferred Personal Property from Tenant to New Tenant
      and timely remitting and reporting such payment to the applicable taxing
      authority. Tenant shall provide Landlord with written documentation confirming
      such payment. Tenant shall indemnify, defend (with counsel reasonably acceptable
      to Landlord), and hold Landlord harmless from and against all costs, claims,
      damages, expenses (including, without limitation, reasonable attorneys’,
      consultants’ and experts’ fees, court costs and amounts paid in settlement of
      any claims or actions), fines, forfeitures, or other civil, administrative,
      or
      criminal penalties, injunctive or other relief, liabilities, or losses that
      arise from, or relate to, the nonpayment, underpayment, or delinquent payment
      of
      any such sales taxes.

     

    (b)  Landlord
      Personal Property.
      Tenant
      acknowledges that it (i) shall surrender to Landlord on the Termination Date
      the
      office furniture (except office chairs) located in the technician’s office
      within the Premises and all surgical lighting systems in the storage room on
      the
      first floor of the Premises (collectively, the “Landlord
      Personal Property”)
      in the
      condition set forth in Section 18.2 of the Lease, and (ii) has no right, title,
      or interest in and to the Landlord Personal Property.

     

    5.  Release
      of Liability.
      As
      of the Termination Date, Tenant releases Landlord from any liability to Tenant
      arising from the Lease, and from the termination of the Lease.


     

    6.  Conditioned
      Upon New Lease.
      The
      termination of the Lease shall be subject to the condition precedent that as
      of
      the Termination Date, Landlord and New Tenant shall have actually entered into
      the New Lease. If Landlord and New Tenant have not executed and delivered the
      New Lease on or before September 30, 2006, this Agreement shall be null and
      void
      without the requirement of action by any person, and shall thereafter be of
      no
      further force of effect.

     

    7.  Termination
      Fee.
      The
      termination of the Lease shall be subject to the condition precedent that as
      of
      the date of this Agreement, Tenant shall have made payment to Landlord in
      available funds, in consideration of Landlord’s agreement to terminate the
      Lease, a payment which shall be in the amount of $183,593.38 (the “Termination
      Fee”).
      If
      timely payment of the Termination Fee is not made by Tenant, this Agreement
      shall be null and void without the requirement of action by any person, and
      shall thereafter be of no further force of effect. If this Agreement becomes
      null and void for any reason, to the extent that all or any portion of the
      Termination Fee has been received by Landlord, Landlord shall promptly return
      the Termination Fee to Tenant. That portion of the Termination Fee attributable
      to September 2006 is an amount equal to $5,250. Within 45 days after the
      Termination Date, Landlord shall adjust that portion of the Termination Fee
      allocable to September 2006 so that Tenant will pay its proportionate share
      of
      such portion (calculated on a per diem basis, i.e., $175/day) for the period
      between the Termination Date and September 30, 2006.

    
       

       

      
        
          
          

        

        
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    8.  No
      Assignment or Subletting.
      Tenant
      represents and warrants that it has not assigned, mortgaged, pledged, encumbered
      or otherwise transferred any right, title, or interest of Tenant in the Lease
      and that Tenant holds the interest in the Premises as a tenant as set forth
      in
      the Lease as of the date of this Agreement.

     

    9.  No
      Further Modification/Counterparts/Authorization.
      This
      Agreement may not be modified or terminated except in a writing signed by all
      parties. This Agreement may be executed in counterparts which, taken together,
      will constitute one agreement binding on the parties. The persons signing below
      represent and warrant that they are duly authorized to execute and deliver
      this
      Agreement. This Agreement supersedes any prior agreement between the parties
      with regard to termination of the Lease.

     

    10.  Successors
      and Assigns.
      The
      covenants and agreements herein contained shall inure to the benefit of and
      be
      binding upon the parties to this Agreement and their respective successors
      and
      assigns.

     

    11.  Attorneys’
      Fees.
      In the
      event of a dispute between the parties, the prevailing party shall be entitled
      to have its reasonable attorneys’ fees and costs paid by the other
      party.

     

    12.  Conflict
      of Laws.
      This
      Agreement shall be governed by the laws of the state in which the Premises
      are
      located.

     

    13.  Headings.
      Section
      headings in this Agreement are for convenience of reference only, and shall
      not
      be construed to affect or modify the substantive meaning of any Section
      hereof.

     

    14.  Acknowledgments.
      Tenant
      and Landlord each acknowledges that it has read the foregoing provisions,
      understands them, and is bound by them. Time is of the essence in this
      Agreement.

     

    SIGNATURES
      APPEAR ON FOLLOWING PAGE

    
       

       

      
        
          
          

        

        
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      IN
        WITNESS
        WHEREOF, the parties have executed this Agreement as of the date first written
        above.

       

      
        	
                LANDLORD:

              
	
                ARE-MARYLAND
                  NO. 23, LLC,

              	 
	
                A
                  Delaware limited liability company

              
	 	 	 	 
	 	
                By:
                  Alexandria
                  Real Estate Equities, L.P.,

              
	 	 a
                Delaware limited partnership	 
	 	 	 	 
	 	
                 By:
                  

              	
                 ARE-QRS
                  CORP.,

              
	 	 	 a
                Delaware corporation
	 	 	 	 
	 	 	 	 
	 	 	 By:
                /s/ Gary Dean 
	 	 	 Name:
                Gary Dean 
	 	 	 Title:
                AVP—Real
                Estate Legal Affairs
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                TENANT:

              
	
                GENE
                  LOGIC, INC.,

              
	
                a
                  Delaware corporation

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                By:
                  /s/
                  Phillip L. Rohrer, Jr.

              
	
                Name:
                  Phillip
                  L. Rohrer, Jr.

              
	
                Title:
                  Chief
                  Financial Officer

              


      

       

       

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