Exhibit 10.20


 


UAMS BIOVENTURES


LEASE AGREEMENT


 


This agreement of
Lease made and entered into by and between the Board of Trustees of the University of Arkansas for the University of Arkansas for
Medical Sciences (hereinafter referred to as “UNIVERSITY”) and Myeloma Health LLC, a limited liability corporation
organized and existing under the laws of the State of Delaware ( hereinafter referred to as “CLIENT”).


 


WITNESSETH:


 


WHEREAS, the
UNIVERSITY has lease authority over certain property in Little Rock, Arkansas known as UAMS Arkansas BioVentures Building (hereinafter
referred to as the “BioVentures Building”); and


 


WHEREAS, the
UNIVERSITY has a program called UAMS BIOVENTURES which supports the development and growth of entrepreneurial, science and technology-based
firms, by providing limited space, technical assistance, access to UNIVERSITY laboratories and equipment, and certain administrative
and maintenance services; and


 


WHEREAS, CLIENT
is engaged in genetic testing services; and


 


WHEREAS, the
CLIENT will acquire limited access to laboratory, library, meeting rooms, and research facilities and resources located
at the UNIVERSITY; and


 


WHEREAS, the
business and proposed operation of CLIENT would be enhanced by the facilities at the UNIVERSITY and the projects to be conducted
by CLIENT offer the prospect of potential economic development for the State of Arkansas;


 


NOW, THEREFORE,
for and in consideration of the covenants and agreements hereinafter set forth, the parties do hereby agree as follows:


 


1. PREMISES


 


The UNIVERSITY hereby leases unto CLIENT
the following described premises, identified as the Entergy Life Sciences Laboratory Rooms G09, G11, G13, G15, G17, G19, G21, G23,
G25, G27, and G29 located on the ground floor and the Office Rooms 140, 142, and 144 and Labs 143 and 145 located on the first
floor of the BioVentures Building. The premises shall be furnished with equipment (Appendix A) to be used by the CLIENT during
the course of this lease. Use of the premises, equipment, and equipment maintenance shall be with the approval of and in compliance
with the requirements set by the UNIVERSITY’s Research Support Center, Quality Assurance Unit.


 


2. TERM


 


The Term of this lease shall be for a period
of twelve months beginning on April 1, 2014 and ending on March 31, 2015. Upon expiration of this term, this lease may be renewed
for a successive renewal term of one year pending annual reassessment. During this term and any renewal term, CLIENT, upon ninety
(90) days written notice, may terminate this Lease. UNIVERSITY may terminate this Lease during this term and any renewal term pursuant
to the provisions of Sections 11, 12, 13 and 19.


 




    	 



    	 



    

 


3. RENTAL


 


As rental for the said premises, CLIENT
shall pay to UNIVERSITY an annual rental of seventy-four thousand seven hundred sixty dollars ($76,200.00) at a rate of six thousand
two hundred thirty dollars ($6,350.00) per calendar month. Rental payment is due on the first day of each month. There will be
a late charge of 10% of the total amount due each month if rent is not paid by the fifth (5th) business day of the month.


 


4. UTILITIES


 


UNIVERSITY shall be responsible for the
payment of all charges for water, electricity and gas consumed on the premises. In the event of a substantial increase in the cost
of utilities with respect to the premises occasioned by the nature of CLIENT's use of the premises, CLIENT will reimburse UNIVERSITY
for the cost of such utilities reasonably attributed to the premises over and above the cost based on current existing rates. A
substantial increase in utilities would be an amount in excess of Two Dollars ($2.00) per square foot per year. UNIVERSITY is responsible
for documentation and metering that the actual rate is above the Two Dollar ($2.00) figure.


 


5. TAXES


 


The premises are part of a facility used
for educational purposes by the UNIVERSITY of Arkansas for Medical Sciences and are exempt from ad valorem taxes and assessments.
In the event ad valorem taxes are assessed against the UNIVERSITY by virtue of or arising out of CLIENT's use of the premises,
CLIENT shall reimburse UNIVERSITY for any taxes thus paid by UNIVERSITY. UNIVERSITY will make reasonable efforts to contest any
taxes which might be so assessed. CLIENT shall be responsible for all taxes attributable to the property of CLIENT on the premises
and for all license, privilege and occupation taxes levied, assessed or charged against CLIENT on account of the operation of the
business from these premises. If UNIVERSITY or CLIENT determines that a probability exists that ad valorem taxes will be assessed
against the UNIVERSITY then CLIENT may terminate tenancy at any time provided termination will prevent the assessment of taxes.


 


6. HAZARDOUS MATERIAL USE AND DISPOSAL


 


The CLIENT shall request from the UNIVERSITY,
in writing, approval to use or store any form of hazardous material on the premises. The request shall be submitted no later than
thirty (30) days prior to the hazardous material being placed on the premises and will be approved subject to review by the UNIVERSITY’s
Department of Occupational Health and Safety. The CLIENT shall abide by all federal, state, and local laws and regulations, including
UNIVERSITY policies and procedures, in the handling, use and storage of hazardous materials. The CLIENT will pay for all costs
related to the storage and disposal of CLIENT’s hazardous materials. The disposal of CLIENT’s hazardous wastes shall
be handled in accordance with directions from the UNIVERSITY’s Department of Occupational Health and Safety. 


 




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7. REPAIRS


 


UNIVERSITY agrees that it will keep and
maintain the exterior of the building of the premises, including the roof, walls and exterior plumbing in good condition and repair,
and agrees that if the roof or any part of the exterior walls or exterior plumbing of said building shall become defective or damaged
at any time during the term thereof, upon notice from the CLIENT, UNIVERSITY will cause repairs to be made and restore the defective
portions to good position. UNIVERSITY will be responsible for the maintenance and normal operating conditions of all heating,
electrical and air conditioning equipment and interior plumbing on the premises. CLIENT shall at his own cost and expense maintain
and keep the interior of the premises in as good repair as when the premises were received, ordinary wear and tear and casualties
beyond CLIENT's control alone excepted, and CLIENT shall return the premises and the equipment on the premises at the expiration
or termination of this lease in good order and condition, excepting only ordinary wear and tear and casualties beyond CLIENT's
control.


 


8. ALTERATIONS


 


CLIENT shall have the right and privilege
to make, at CLIENT's expense, ordinary repairs and alterations to the interior of the premises; provided, however, no alterations
or changes of a structural nature shall be made without prior written consent of UNIVERSITY.


 


9. JANITORIAL SERVICES


 


Housekeeping and all other normal janitorial
services shall be provided by UNIVERSITY. UNIVERSITY shall have the right during the course of the initial lease term and any renewal
period to impose a nominal fee for janitorial services. CLIENT shall be given thirty (30) days written notice by the UNIVERSITY
prior to imposition of the fee.


 


10. FIXTURES


 


All trade fixtures not integral to the
building installed by CLIENT or acquired by CLIENT independently of this agreement shall remain CLIENT's property and may be removed
by CLIENT at the expiration of this agreement, including any equipment purchased by CLIENT; provided, however, CLIENT shall restore
the premises and repair any damage thereto caused by such removal. Fixtures not integral to the building installed by UNIVERSITY
for which UNIVERSITY receives reimbursement from CLIENT shall remain the property of CLIENT. Fixtures integral to the building
are not removable unless UNIVERSITY agrees.


 


11. UNTENANTABILITY


 


Should the premises, or any part thereof,
be rendered unfit for occupancy for the purposes for which they are hereby let, by reason of fire, windstorm, or other act of nature
or unavoidable casualty, the rental hereinabove stipulated to be paid by the CLIENT, or such proportion thereof as is related to
that portion of the improvements on the premises rendered untenantable by reason of such damage, shall be remitted and abated by
UNIVERSITY while the same remains unfit for occupancy and until the premises involved shall have been repaired or returned to tenantable
condition. Upon the occurrence of any such casualty which results in major physical damage to the premises and seriously
impairs the operations of CLIENT then the tenancy may be terminated by CLIENT. If casualty damage is so extensive that UNIVERSITY
determines it is not in its best interest to repair or rebuild the premises then the UNIVERSITY may terminate the tenancy. UNIVERSITY
shall in no way be liable or responsible for any damage to any property of the CLIENT in or about the premises by reason of flood,
water, fire, windstorm or other casualty or act of nature or by reason of theft or vandalism.


 




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12. CONDUCT OF BUSINESS AND USES


 


The premises are leased to CLIENT for the
purpose of conducting projects related to business development and research, and CLIENT covenants and agrees with and unto UNIVERSITY
that the premises will be used for such purposes and those related to them and no other except with the prior written consent of
UNIVERSITY.


 


CLIENT's continued tenancy is contingent
upon reasonable progress toward business goals and growth projections consistent with the intent of UAMS BIOVENTURES program. Upon
reasonable notice and at reasonable times convenient to CLIENT, CLIENT shall make the premises available to UNIVERSITY faculty
and students and others approved by CLIENT or UNIVERSITY to tour the facilities and observe activities conducted therein. Such
access to the premises may be subject to limited restriction upon a showing by CLIENT of the need for confidentiality of certain
proprietary information and visitors to the premises may be required to sign nondisclosure statements before access to premises
is permitted. CLIENT agrees to permit UNIVERSITY officials or faculty designated by the Vice Chancellor for Research to review
the operations and procedures of the business, not to exceed two reviews per year. Said review will include number of persons
employed, progress towards goals, disclosure of inventions, patents, or other intellectual property, financial success, and employment
opportunities. Such review will not include personal and confidential information regarding any owner, employee, contractor, or
subcontractor of the CLIENT such as salary or other form of compensation, benefits provided, personnel file, and such related information.
If reasonable progress is not made towards meeting goals, then UNIVERSITY may terminate tenancy upon ninety (90) days written notice.
In making this decision, UNIVERSITY shall take into account the normal course of such activities conducted by similarly situated
businesses developing similar products and services and shall take into account the efforts of CLIENT as described in any reports
provided to UNIVERSITY by CLIENT. UNIVERSITY agrees that an extension of time may be given for up to an additional ninety (90)
days if UNIVERSITY determines that immediate economic harm will occur to the CLIENT if this lease is terminated at the end of the
initial ninety (90) day notice period.


 


13.NONDISCLOSURE OF INFORMATION


 


CLIENT may designate certain information
as proprietary and not subject to review. In the event the proprietary information is so restrictive as to inhibit the UNIVERSITY's
ability to assess the CLIENT’s progress, UNIVERSITY may terminate this lease upon ninety (90) days written notice. UNIVERSITY
agrees that information obtained by the review is to be used for internal purposes, or for reporting purposes to any sponsoring
agencies, and will not be disclosed without written consent of the CLIENT except pursuant to court order or determination by the
Attorney General of the State of Arkansas that the information is subject to the State Freedom of Information Act. UNIVERSITY shall
not disclose any proprietary information or any part thereof to any other person, firm, or corporation, and shall, further, restrict
circulation of the information within its own organization except to the extent necessary to fulfill the purposes of this lease.
Upon request, however, CLIENT shall release UNIVERSITY from the confidentiality obligations of this section to the extent that
any of the proprietary information (a) is or becomes part of the public domain, (b) was known to UNIVERSITY prior to the disclosure
by CLIENT, (c) is subsequently rightfully received by UNIVERSITY from a third party, (d) is independently developed by the UNIVERSITY
other than through knowledge or use of the CLIENT’s proprietary information, or (e) disclosed pursuant to court order or
determination by the Attorney General of the State of Arkansas that the information is subject to the State Freedom of Information
Act.




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14. PATENT RIGHTS


 


UNIVERSITY does not have and shall not
claim any rights of any nature whatsoever to inventions, patents, or other intellectual property developed by CLIENT under this
lease; provided that, UNIVERSITY may reserve rights or, as its sole option, negotiate in good faith with CLIENT for rights to such
inventions, patents or other intellectual property if such developments are created, conceived, and/or reduced to practice through
the significant or substantial assistance of UNIVERSITY funds, faculty or staff, or UNIVERSITY laboratories or equipment. If the
UNIVERSITY does not furnish notice of intent to reserve rights to inventions, patents or other intellectual property developed
by CLIENT under this lease or fails to initiate negotiations for such rights within ninety (90) days after disclosure to the UNIVERSITY,
the rights to the inventions, patents or other intellectual property remain solely with the CLIENT.


 


15.FIRE AND INSURANCE


 


CLIENT covenants and agrees that CLIENT
will not do or permit to be done anything in, upon or about the leased premises that increases the hazard of fire beyond that which
exists by reason of the uses and occupancy of the premises for the purposes mentioned. CLIENT agrees to pay to UNIVERSITY, on demand,
any increases in fire insurance premiums on the improvements and buildings which the UNIVERSITY may be required to pay by reason
of any other use by the CLIENT of the premises in excess of a normal increase. CLIENT will not do or permit to be done anything
within CLIENT’s control which would make the premises, or the improvements thereon, uninsurable in whole or in part. CLIENT
agrees that CLIENT will not commit waste nor permit waste to be committed or done upon the premises.


 


16. SIGNS


 


UNIVERSITY may install any sign or directions
to be displayed on any part of the outside of the demised premises or on or about the premises. No sign, picture, advertisement
or notice shall be posted or otherwise displayed on any part of exterior of the demised premises or on or about the premises, without
express written consent of UNIVERSITY.


 


17.INDEMNITY AGAINST DAMAGE OR
INJURY


 


CLIENT agrees to defend, indemnify and
hold harmless the UNIVERSITY against any claim, expense, loss or liability as a result of any breach by CLIENT, CLIENT's agents,
servants, employees, customers, visitors or licensees of any covenant or condition of this agreement, or as a result of CLIENT's
use or occupancy of the premises, or as a result of the carelessness, negligence, or improper conduct of CLIENT, CLIENT's agents,
servants, employees, customers, visitors or licensees. CLIENT agrees to keep and maintain at all times during the term hereof,
in full force and effect, with a company or companies acceptable to the UNIVERSITY, insurance against third party liability thereon
of not less than $500,000 per person, $1,000,000 per accident and $50,000 coverage for property damage, and UNIVERSITY shall be
named insured in such policies. CLIENT shall name the UNIVERSITY as an additional insured in such policies and a Certificate of
Insurance shall be provided to the UNIVERSITY as evidence of coverage. Each policy shall contain a provision that the policy will
not be cancelled or allowed to expire until at least 30 days prior written notice has been given to the UNIVERSITY.


 




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18.DEFAULT


 


CLIENT shall be in default under the provisions
of this lease agreement upon the happening of the following events or conditions and, in the case of the events and conditions
set forth in subparagraph (a) and (b), the failure to cure same within thirty (30) days after notification by UNIVERSITY to CLIENT
of such default:


(a) Failure to pay
the rental provided herein at the time, in the amount and in the manner set forth or within ten (10) days after the date the same
became due;


(b) Failure to keep
or perform any of the covenants on the part of the CLIENT herein to be kept or performed;


(c) Should the CLIENT
become insolvent, or become bankrupt, either voluntary or involuntary, or make any assignment for the benefit of creditors, or
if a receiver be appointed for the benefit of CLIENT's creditors or if a receiver be appointed for CLIENT to take charge of and
manage CLIENT's affairs.


 


19.REMEDIES IN THE EVENT OF DEFAULT


 


In the event of a default by CLIENT during
the term hereof, UNIVERSITY may, at UNIVERSITY's option, declare this lease thereupon terminated, and UNIVERSITY shall have the
right to enter upon and take possession of the premises, within ten (10) days notice, and to evict and expel CLIENT and any or
all of CLIENT's property, belongings and effects therefrom, without legal process and thereby being guilty of any manner of trespass
either at law or in equity which remedy is in addition to any other remedies of UNIVERSITY either at law or in equity, including,
without limitation, the collection of delinquent rents, possession of the premises, damages for breach of this agreement by CLIENT,
or otherwise. No delay in or failure to exercise any of the options herein granted to UNIVERSITY by reason of default in or failure
shall be a waiver of UNIVERSITY's right to exercise its remedies by reason of the same or similar default at any later occasion.


 


20.ASSIGNMENT AND SUBLETTING


 


CLIENT shall not assign this lease, nor
sublet the premises or any part thereof, without the prior consent in writing of UNIVERSITY.


 


21. SURRENDER OF POSSESSION


 


At the end of the term of this agreement,
including the term extended by the exercise of any option of CLIENT, or upon earlier termination by UNIVERSITY in accordance with
the options herein reserved, CLIENT agrees to surrender possession of the premises without demand. Should CLIENT fail to do so,
CLIENT shall be responsible in addition to the damages generally recoverable by UNIVERSITY by reason of any breach by CLIENT, for
all damages UNIVERSITY may sustain, including claims made by any succeeding CLIENT against UNIVERSITY which are founded upon delay
of failure in delivering possession of the premises to such succeeding CLIENT. CLIENT hereby waives any and all notice to which
CLIENT may otherwise be entitled under the laws of the State of Arkansas as a prerequisite to a suit against CLIENT for the unlawful
detention of the premises.


 


22. BINDING EFFECT


 


This agreement shall inure to benefit of
and be binding upon the parties hereto, their respective successors and assigns, except as expressly limited otherwise herein.


 




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23. TIME OF THE ESSENCE


 


The time of making of the payments and
of the keeping of the covenants and furnishings of notices herein are of the essence of this agreement, and the parties hereto
so agree.


 


24. PAYMENTS, NOTICES AND
OTHER COMMUNICATIONS


 


Any payment, notice or other communication
called for or permitted under the terms hereof shall be sufficiently made or given on the date of mailing if sent to such Party
by certified first class mail, postage prepaid, addressed to it at its address below or as it shall designate by written notice
given to the other Party:


 


	CLIENT:	Myeloma Health, LLC
	 	667 Madison Ave.
	 	New York, NY  10065
	 	 
	UNIVERSITY:	Notices or other communications:
	 	UAMS BioVentures
	 	University of Arkansas for Medical Sciences
	 	4301 West Markham Street, #831
	 	Little Rock, Arkansas  72205
	 	Attention:  Teresa D. Shaddock
	 	 
	UNIVERSITY:	Payments:
	 	University of Arkansas for Medical Sciences
	 	Treasurer’s Office
	 	4301 West Markham Street, #560
	 	Little Rock, AR  72205
	 	 
	 	(Checks to be made out to UAMS and referenced as BioVentures rent)


 


25. MISCELLANEOUS


 


The following miscellaneous provisions
shall apply to this lease:


(a) This agreement
is entered into in the State of Arkansas and is governed by the laws of the State of Arkansas.


(b) CLIENT shall have
a separate entrance to the premises and will be given keys for access to such entrance. CLIENT will exercise reasonable care in
controlling the persons to whom keys are given for access to the premises, and will return all keys at the expiration or termination
of this agreement. For security purposes of the UNIVERSITY, access to its several facilities from the premises shall be
limited according to the door and lock schedule maintained by the UNIVERSITY after normal business hours.


(c) UNIVERSITY shall
provide Internet access to CLIENT upon the condition that CLIENT agrees to abide by the UNIVERSITY’s Confidentiality Policy
and computer use-policies and that CLIENT employees sign a Confidentiality Agreement with the UNIVERSITY pursuant to such policies.





 




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IN WITNESS WHEREOF, the Parties
hereto have caused this Agreement to be executed by their duly authorized representatives, and is effective on the date of the
last required signature.


 


	Myeloma Health, LLC	 	The Board of Trustees of the University of Arkansas for the University of Arkansas for Medical Sciences
	 	 	 	 	 
	By:	/s/ Samuel D. Riccitelli	 	By:	/s/ Ann Kemp
	 	President & CEO	 	 	 
	 	 	 	Date:   3/31/14
	Date:	March 12, 2014	 	 	 


 




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APPENDIX A


 


	TAG #	 	DESCRIPTION	 	SERIAL #	 	BLDG/ROOM	 
	275058	 	Upright Refrigerator	 	W16N202237WN	 	BioV/G13	 
	275061	 	Centrifuge, Sorvall Legend	 	40315709	 	BioV/G19	 
	758308	 	Fisher Microscrope	 	F0303-0521-0013	 	BioV/G19	 
	275062	 	Hood ClassII	 	78861	 	BioV/G19	 
	275066	 	Hood ClassII	 	78863	 	BioV/G17	 


 




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