**Exhibit10.4**

**LEASEAGREEMENT BETWEEN**

**WOODRIDGEHOLDINGS LLC and BIG T INVESTMENTS, LLC**

**ASLANDLORD,**

**AND**

**DECODECHEMISTRY, INC.**

**AS TENANT**

**DATEDJune 8, 2007**

**2501 W. DAVEY**

**WOODRIDGE,ILLINOIS**

----

**BASICLEASE INFORMATION**
| Lease Date:        | June 8, 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Landlord:          | Woodridge Holdings LLC, an Oregon limited liability  company and Big T Investments, LLC, an Oregon limited liability company                                                                                                                                                                                                                                                                                                                                                                               |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Tenant:            | deCODE Chemistry, Inc., an Ilinois corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Premises:          | The Premises consist of the entire building  containing approximately 102,230 square feet, commonly known as 2501 W. Davey  Road, Woodridge, Ilinois (the “Building”), along with the land on which the  Building is located and is legally described on Exhibit A, and includes the  driveways, parking areas, loading dock areas, roadways, and similar  improvements and easements associated with the land or the use or operation  of the Building (collectively the “Premises”). |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Term:              | Seventeen (1 7) years, commencing on the  Commencement Date and ending on the last day of the 204th full calendar month  following the Commencement Date.                                                                                                                                                                                                                                                                                                                                                  |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Option to Renew:   | Two (2) successive options to renew for five (5)  years each.                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Commencement Date: | The term of this Lease shall commence on the  Commencement Date, which shall be the date of the acquisition of the Premises  by Landlord pursuant to that certain Agreement of Purchase and Sale dated  Februar 5, 2007, by and between Landlord as Buyer and Tenant as Seller (the  “Purchase Agreement”).                                                                                                                                                                                      |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Basic Rent:        | Basic Rent shall be the following amounts for the  following periods of time:                                                                                                                                                                                                                                                                                                                                                                                                                              |

 
| 1-12    |   | $ | 163,083.33  |   | $ | 1,956,999.96 |   |
|---------|--------|---|-------------|--------|---|--------------|--------|
| 13-24   |   | $ | 167,160.41  |   | $ | 2,005,924.92 |   |
| 25-36   |   | $ | 171,339.42  |   | $ | 2,056,073.04 |   |
| 37-48   |   | $ | 175,622.91  |   | $ | 2,107,474.92 |   |
| 49-60   |   | $ | 180,013.48  |   | $ | 2,160,161.76 |   |
| 61-72   |   | $ | 184,513.82  |   | $ | 2,214,165.84 |   |
| 73-84   |   | $ | 189,126.67  |   | $ | 2,269,520.04 |   |
| 85-96   |   | $ | 193,854.84  |   | $ | 2,326,258.08 |   |
| 97-108  |   | $ | 198,701.21  |   | $ | 2,505,125.52 |   |
| 109-120 |   | $ | 203,668.74  |   | $ | 2,444,024.88 |   |
| 121-132 |   | $ | 208,760.46  |   | $ | 2,384,414.52 |   |
| 133-144 |   | $ | 213 ,979.47 |   | $ | 2,567,753.64 |   |
| 145-156 |   | $ | 219,328.96  |   | $ | 2,631,947.52 |   |
| 157-168 |   | $ | 224,812.18  |   | $ | 2,697,746.16 |   |
| 169-180 |   | $ | 230,432.48  |   | $ | 2,765,189.76 |   |
| 181-192 |   | $ | 236,193.29  |   | $ | 2,834,319.48 |   |
| 193-204 |   | $ | 242,098.12  |   | $ | 2,905,177.44 |   |

 
| Lease  Month:            | Each calendar month during the Term (and if the  Commencement Date does not occur on the first day of a calendar month, the  period from the Commencement Date to the first day of the next calendar month  shall be included in the first Lease Month for purposes of determining the  duration of the Term and the monthly Basic Rent rate applicable for the  partial month). |
|--------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |                                                                                                                                                                                                                                                                                                                                                                             |
| Additional Rent:         | All amounts which Tenant is required to pay pursuant  to the Lease (other than Basic Rent) including Operating Costs, Taxes and  Insurance Costs.                                                                                                                                                                                                                                |
|                     |                                                                                                                                                                                                                                                                                                                                                                             |
| Rent:                    | Basic Rent, Additional Rent, and all other amounts  that Tenant must pay under the Lease.                                                                                                                                                                                                                                                                                        |
|                     |                                                                                                                                                                                                                                                                                                                                                                             |
| Permitted Use:           | General offce/laboratory/research or any other  lawful purpose.                                                                                                                                                                                                                                                                                                                  |
|                     |                                                                                                                                                                                                                                                                                                                                                                             |
| Guarantors:              | deCODE Genetics, Inc~ and MediChem Life Sciences,  Inc.                                                                                                                                                                                                                                                                                                                          |
|                     |                                                                                                                                                                                                                                                                                                                                                                             |
| Tenant’s Address:   | deCODE Chemistry, Inc.                                                                                                                                                                                                                                                                                                                                                           |
|                     | 2501 W. Davey Road                                                                                                                                                                                                                                                                                                                                                               |
|                     | Woodridge, IL 60517                                                                                                                                                                                                                                                                                                                                                              |
|                     | Attn:   Chris Tauer                                                                                                                                                                                                                                                                                                                                               |
|                     |                                                                                                                                                                                                                                                                                                                                                                             |
| Landlord’s Address: | c/o Terrell Group Management, Inc.                                                                                                                                                                                                                                                                                                                                               |
|                     | 5300 Meadows Road - Suite 400                                                                                                                                                                                                                                                                                                                                                    |
|                     | Lake Oswego, Oregon 97035                                                                                                                                                                                                                                                                                                                                                        |
|                     | Attn:   Scott Miler                                                                                                                                                                                                                                                                                                                                               |

 

----

 
| Guarantors’ | deCODE Genetics, Inc.           | MediChem Life Sciences, Inc. |
|------------------|---------------------------------|------------------------------|
| Addresses:       | 1000 Winter Street - Suite 3100 | 2501 W. Davey Road           |
|             | Waltham, Massachusetts 02451    | Woodridge, Ilinois 60517     |

 

Appendix and Exhibits toLease:
| Appendix 1: | Definitions               |
|-------------|---------------------------|
| Exhibit A:  | Legal Description         |
| Exhibit B:  | Prevailing Market Rent    |
| Exhibit C:  | Location of New Space     |
| Exhibit D:  | Ground Lease Parcel       |
| Exhibit E:  | DeCode Guaranty           |
| Exhibit F:  | Insurance                 |
| Exhibit G:  | Letter of Credit          |
| Exhibit H:  | Terrell Guaranty          |
| Exhibit I:  | Reverse Exchange Addendum |

 

The Basic LeaseInformation is incorporated into and made a part of the Lease. If any conflictexists between any Basic Lease Information and the Lease, the Lease controls.
| **LANDLORD:** | Woodridge Holdings LLC |
|---------------|------------------------|
| ** **    |                   |
| ** **    | By:                    | /s/ Patrick Terrell | ** ** |
| ** **    | Name:                  | Patrick Terrell | ** ** |
| ** **    | Title:                 | Manager | ** ** |
| ** **    | ** **             |
|               | Big T Investments, LLC |
| ** **    |                   |
| ** **    | By:                    | /s/ Patrick Terrell | ** ** |
| ** **    | Name:                  | Patrick Terrell | ** ** |
| ** **    | Title:                 | Manager | ** ** |
|               |                        |  |  |  |  |

 

 
| **TENANT:** | deCODE Chemistry, Inc. |
|-------------|------------------------|
| ** **  |                   |
| ** **  | By:                    | /s/ Chris Tauer | ** ** |
| ** **  | Name:                  | Chris Tauer | ** ** |
| ** **  | Title:                 | US Controller | ** ** |
|             |                        |  |  |  |  |

 

----

**LEASE**

**THISLEASE** (this **“Lease”**)between Woodridge Holdings LLC, an Oregon limited liability company and Big TInvestments, LLC, an Oregon limited liability company, jointly and severally (“**Landlord**”), and deCODE Chemistry, Inc., an Ilinoiscorporation (**“Tenant”**), is dated June 8, 2007.

**1.****                                   Definitionsand Basic Provisions.**  Thedefinitions and basic provisions set forth in the Basic Lease Informationexecuted by Landlord and Tenant contemporaneously with this Lease and in Appendix1 along with the Exhibits are incorporated into this Lease by reference for allpurposes.

**2.****                                   LeaseGrant.**  Subject to the terms ofthis Lease, Landlord leases to Tenant, and Tenant leases from Landlord, thePremises for the Term and for its sole and exclusive use.

**3.****                                   Term:Option to Renew.**  The term ofthis Lease shall commence on the Commencement Date and end the last day of the204th full calendar month following the Commencement Date. Provided that thisLease has not been terminated as a result of condemnation or casualty as setforth in Sections 15 and 16 hereof, and further provided that there is nouncured Event of Default at the time of exercise of the First Option or SecondOption, as such terms are defined herein, Tenant may extend the initial Term ofthis Lease for a renewal period of five (5) years (“First Option”) and if theFirst Option is exercised, a second renewal period of five years thereafter (“SecondOption”). To exercise the First Option or Second Option, Tenant must servewritten notice to Landlord not less than 12 months before the scheduledexpiration of the initial Term or First Option, as the case may be. The renewalperiod shall be deemed part of the Term and shall be on the same terms andconditions as set forth in this Lease, except the Basic Rent for the FirstOption or Second Option, as the case may be, will be the “Prevailing MarketRent” as defined and computed in accordance with Exhibit B attached hereto.

**4.****                                   Possession.**  Tenant is currently in possession of thePremises and wil remain in possession on the Commencement Date.

**5.****                                   Conditionof Premises.**  Landlord has madeno promise to alter, remodel, or improve the Premises and no representationrespecting the condition of the Premises to Tenant. Tenant has examined thePremises, is fully familiar with its physical condition, and accepts thePremises in its present condition “AS IS” and “WHERE IS” as of the date of thisLease with no express or implied waranties as to the condition thereof(environmental or otherwise).

1

----

**6.****                                   Rent.**

**a.****                                    Payment.**Tenant shall timely pay to Landlord the Rent, by wire transfer to****Landlord’s account as provided by Landlord by time to timeor as otherwise specified by Landlord in writing to Tenant. Tenant must payBasic Rent monthly in advance. Basic Rent for the month in which Landlordpurchases the Premises pursuant to the Purchase Agreement shall be proratedfrom the Commencement Date to the end of the month in which the Closing occurs.Tenant must pay all subsequent installments of Basic Rent on the first day ofeach month thereafter throughout the remainder ofthe Term.

**b.****                                    AdditionalRent.** Landlord and Tenant acknowledge and agree that this Lease shallbe and constitute what is generally referred to as an “absolute net” lease suchthat Tenant shall be obligated hereunder to pay all costs and expenses incurredwith respect to and associated with the Premises including, but not limited to,all Operating Costs, Insurance Costs, Taxes and costs relating to HazardousMaterials, which amounts shall constitute Additional Rent. If Tenant shall failto pay any Additional Rent, Landlord shall have the right to pay the same andto have all rights, powers, and remedies with respect thereto as providedherein or by law in the case of non-payment of Basic Rent.

**c.**                                    **New Space Additional Rent**. In theevent Tenant exercises its right to build out and improve the New Space, assuch term is defined in Section 9(a) below, prior to Tenant commencingconstruction of the improvements for the New Space, Landlord shall have theright, but not the obligation, to elect to pay for the cost of the New Spaceimprovements (the “New Space Improvements”) provided the Landlord and Tenantare able to mutually agree upon the additional rent for the New SpaceImprovements.. In the event Landlord and Tenant are not able to reach a mutual agreementon the additional rent to be paid for the New Space Improvements, Landlord’sright to pay for the New Space Improvements shall be deemed null and void.

**d.****                                    LatePayment.**  If any payment of Rentis not received within five (5) days after the date such payment was due, anadditional amount equal to three percent (3%) of the amount due shall be addedas Additional Rent, which amount shall be immediately due and payable byTenant. In addition, all past due payments shall bear interest at the lesser of(a) one and one half percent (1.5%) per month from the date such payment wasdue until such payment is paid or (b) the maximum annual lawful rate ofinterest.

**7.****                                   DuePerformance.**  Tenant shallperform all of its obligations under this Lease at its sole cost and expense,and shall pay all Basic Rent and Additional Rent when due, without notice or demand,except as expressly set forth herein.

**8.****                                   Wavierof Landlord’s Lien.**  Landlordhereby waives and relinquishes any and all liens, statutory or otherwise, itmay now have or hereafter have, or hold in and to all or any portion of

2

----

Tenant’s property whichmay from time to time be located on or in the Building, provided, however, thatthis waiver shall not apply to any fixtures other than Tenant’s moveable tradefixtures, or any other Tenant’s propert which is affixed to or installed withina specifically designed part of the Premises so that its removal would decreasethe usability of the Premises. Upon Tenant’s request therefore, Landlord shallexecute and deliver such instruments and agreements as Tenant may reasonablyrequest for the confirming or evidencing such waiver.

**9.****                                   Improvements:Alterations: Tenant’s Maintenance and Repair Obligations.**

**a.****                                    Improvements:Alterations.**  Tenant shall notmake or cause to be made any structural alterations or physical additions in orto the Building that cost in excess of $250,000 during any calendar yearwithout Landlord’s prior written consent, which Landlord wil not unreasonably withhold,condition, or delay. Landlord’s approval may be conditioned upon receipt byLandlord of reasonable assurance that (i) the proposed alteration or physicaladdition will not reduce the value of the Building, (ii) that Tenant hassuffcient available funds to complete the work on a lien free basis, and, ifapproval of such work is required by Landlord’s Mortgagee and that (iii)Landlord’s Mortgagee has approved the work. If approved, Tenant shallconstruct, maintain, and use all alterations, additions, and improvements atits risk and expense, in accordance with all Laws and plans and specificationswhich have been previously submitted to and approved in writing by Landlord. Landlord’sconsent to or approval of any alterations, additions, or improvements (or theplans for them) shall not constitute a representation or warranty by Landlord,nor Landlord’s acceptance, that they comply with sound architectural orengineering practices or with any Laws, and Tenant shall be solely responsiblefor ensuring that compliance. Notwithstanding the foregoing, it is agreed and understoodthat Landlord has consented to Tenant’s right to build out and improveapproximately 28,000 square feet of space located within the Building foradditional laboratory or office use (“New Space”) and, except for receipt ofthe assurances expressly set forth above, no further Landlord consent orapproval is required. The approximate location of the New Space is depicted onthe Building plan attached hereto as Exhibit C. Tenant shall, at its sole costand expense, make all improvements or alterations to the Building required tocomply with any law, statute, ordinance or governental regulation applicable tothe use or occupancy of the Building by Tenant.

**b.****                                    Repairs:Maintenance.**  Tenant shallmaintain the Premises in a clean, safe, and operable condition, and shall notpermit any waste to any portion of the Premises. Additionally, Tenant, at itssole expense, shall repair, replace, and maintain, reasonable wear and tearexcepted, all portions of the Building and all areas and systems serving theBuilding, including the Building’s Structure, Building’s Systems and BuildingAccess to at least the Class A offce and life science building condition.Tenant, at is own expense, wil maintain all parts of the Premises in goodrepair and condition and wil take all action and will make all structural andnonstructural, foreseen and unforeseen and ordinar and extraordinar changes andrepairs which may be required to keep all parts of the Premises in good repairand condition (including, but not limited to, all painting, glass, flooring, utilities,conduits, fixtures and equipment, foundation, roof, exterior walls, heating andair conditioning systems, wiring, plumbing, sprinkler systems and otherutilities, and all paving, sidewalks, roads, parking areas, curbs, gutters andfences and other components of the Premises, whether enumerating herein ornot). Landlord shall not be required to maintain, repair or rebuild any par ofthe premises. Tenant waives the right to require Landlord to maintain, repairor rebuild all or any part of the Premises or make repairs at the expense ofLandlord pursuant to any legal

3

----

requirement, agreement,contract, covenant, condition or restriction at any time. If Tenant fails tomake or commence such repairs or replacements, and such failure continues for aperiod of 30 days following written notice from Landlord, the Landlord may, butshall not be obligated to, make such repairs or replacements, and Tenant wilpay to Landlord the cost of all maintenance, repair, or replacement workperformed by Landlord under this Section 8 within 30 days after Tenant receivesan invoice from Landlord.

**c.****                                    Mechanic’sLiens.** Tenant shall not permit any mechanic’s liens to be fied againstthe Premises in connection with any work done or caused by a Tenant Par. If alien is filed, then Tenant shall, within 10 business days after Landlord hasdelivered notice of the fiing of the lien to Tenant (or sooner if necessar toprevent the forfeiture of the Premises or any interest of Landlord in thePremises, or the imposition of a civil or criminal fine), either pay the amountof the lien and cause the lien to be released of record, or diligently contestthe lien and deliver to Landlord a bond or other security reasonably satisfactoryto Landlord. If Tenant fails to take either action in a timely maner, thenLandlord may pay the lien claim, and Tenant must pay to Landlord any amounts Landlordpays, including expenses and interest, within 30 days after Landlord deliversan invoice for those amounts to Tenant.

**10.****                            Utilties.**Tenant shall obtain in its own name, and pay the utility companies or other providerdirectly for, all water, gas, electricity, heat, telephone, sewer, sprinklercharges, and other utilities and services used at the Premises. Except in casesof Landlord’s negligence or wilful misconduct, Landlord shall not be liable forany interrption or failure of utility service to the Premises.

**11.****                            Use.**Tenant shall use the Premises only for the Permitted Use as set forth in theBasic Lease Information.

**12.****                            Assingmentand Subletting.**

**a.****                                    Transfers.**Except for any Permitted Transfer, which Tenant may make without the consent ofLandlord, but subject to compliance with Section 11 (d) below, Tenant shall notTransfer this Lease or any estate or interest in the Lease or the Premiseswithout the prior written consent of Landlord, which Landlord wil notunreasonably withhold, condition, or delay.

**b.****                                    Requestfor Consent.** If Tenant requests Landlord’s consent to a Transfer, then,at least 30 days before the effective date of the proposed Transfer, Tenantshall provide Landlord with a written description of all terms and conditionsof the proposed Transfer, copies of the proposed documentation, and thefollowing information about the proposed transferee: (i) name and address; (ii)reasonably satisfactory information about its business and business history;(iii) its proposed use of the Premises; (iv) baning, financial, and othercredit information; and general references sufficient to enable Landlord todetermine the proposed transferee’s creditworthiness and (iv) such other informationas may be required pursuant to the terms of any agreement between Landlord andthe holder of any financial encumbrance on the Building. Tenant shall reimburseLandlord for all costs or expenses incurred by Landlord in connection with itsreview and analysis of the material provided by Tenant regardless of whetherconsent is given, not to exceed $2,500 per review. Subject to Sections 12 (e)and 12 (f) below, in consideration of the granting of consent to a Transfer,Tenant shall pay to

4

----

Landlord an amount equalto all consideration given to Tenant or any affiliate of Tenant for such transfer,including any rent payable to Tenant in excess of the Rent payable by Tenant toLandlord under the Lease.

**c.****                                    Conditionsto Consent.**  No Transfer shallrelease Tenant from its obligations under this Lease, but rather Tenant and itstransferee shall be jointly and severally liable. Landlord’s consent to anyTransfer shall not waive Landlord’s rights as to any subsequent Transfers. Ifan Event of Default occurs while the Premises are subject to a Transfer, thenLandlord, in addition to its other remedies, may collect directly from thetransferee all rents becoming due to Tenant and apply those rents against Rent.Tenant authorizes its transferees to pay rent directly to Landlord upon receiptof notice from Landlord to do so following the occurrence of an Event ofDefault.

**d.****                                    PermittedTransfers.**  Tenant shall notifYLandlord at least 10 business days before any Permitted Transfer. Tenant shallremain liable for the performance of all of the obligations of Tenant underthis Lease before, during and after any Permitted Transfer. Additionally, the PermittedTransferee shall comply with all of the terms and conditions of this Lease,including the Permitted Use. No later than 10 days after the effective date ofany Permitted Transfer, Tenant agrees to furnish Landlord with (i) copies ofthe instruent effecting the Permitted Transfer, and (ii) evidence of insuranceas required under this Lease with respect to the Permitted Transferee. Theoccurrence of a Permitted Transfer shall not waive Landlord’s rights as to anysubsequent Transfers. Any subsequent Transfer by a Permitted Transferee shallbe subject to the terms of this Section 12.

**e.****                                    ExcessRent.**  If Tenant’s Transfer isapproved by Landlord, 50% of the total rent received in excess of the BasicRent and any Additional Rent by Tenant, after deduction and reimbursement ofTenant’s out of pocket costs and expenses incurred in connection with such Transfer,including, but not limited to, marketing and brokerage fees, legal fees andconstruction buildout or allowance for improvements to the Premises, shall bepaid by Tenant to Landlord as Additional Rent under this Lease. The requirementof this Section 12 (e) shall not apply to a Permitted Transfer.

**f.****                                      Recapture.**  Despite anything contained in thisSection 12, Landlord shall have the option, by giving written notice to Tenantwithin 10 business days after receipt of Tenant’s notice of any proposedsublease or assignment to recapture the portion of the Premises that Tenantproposes to sublease or assign (the “Recapture Space”). Such recapture noticeshall cancel and terminate this Lease as to the Recapture Space as of the datestated in Tenant’s notice as the effective date of the proposed sublease orassignment, unless Tenant revokes Tenant’s notice of proposed sublease or assignmentby notice to Landlord within 10 business days after landlord’s notice ofrecapture. Upon recapture, the Basic Rent and Additional Rent shall be adjustedand reduced based upon square footage of the Recapture Space that is no longerpart of the Premises. This Section 12 (f) shall not apply to a PermittedTransfer.

**13.****                            Insurance.**  Together with each Rent Payment, Tenantshall pay to Landlord an amount equal to one twelfth (1/12th) the estimatedannual premiums for the insurance which Tenant is required to maintain. Fundspaid by Tenant shall be deposited and maintained in a segregated interest bearingaccount with the interest eared thereon credited to Tenant and added to theaccount. Funds deposited by Tenant shall be disbursed to pay insurance premiumsas and when due. If, at any time, Landlord reasonably determines that it willnot have received suffcient funds from Tenant to pay the

5

----

insurance premiums as andwhen due, Landlord may provide notice to Tenant of the amount of the shortfalL.Tenant shall pay to Landlord, within thirt (30) days after the date of suchnotice, the amount of the shortfall so that Landlord wil have receivedsuffcient funds to pay the insurance premiums in full as and when due.Effective as of the Commencement Date and continuing throughout the Term,Tenant shall maintain insurance policies meeting, at a minimum, the standardsdescribed on Exhibit “F.” Tenant’s insurance shall be primary and any insurancemaintained by Landlord or any other additional insureds shall be excess andnoncontributory. Tenant shall furnish to Landlord certificates of insuranceevidencing the maintenance of all insurance coverages required under this Leaseno later than the Commencement Date and at least 30 days before each renewal ofthe insurance. Tenant shall obtain a written obligation from each insurancecompany to notity Landlord at least 30 days before cancellation or a materialchange of any insurance policy. If Tenant fails to comply with the insurancerequirements under this Lease or to deliver to Landlord the required certificatesor evidence of coverage, Landlord, in addition to any other remedy availablepursuant to this Lease or otherwise, may, but shall not be obligated to, obtainthe insurance, and Tenant shall pay to Landlord on demand the premiums for theinsurance. Landlord’s Mortgagee must be listed on propert certificates as FirstMortgagee and Loss Payee and on Liability Certificates as Additional Insured.All policies must provide that coverage in favor of Lender’s Mortgagee may notbe impaired in any way by any act, omission or default of Landlord or any otherperson.

**14.****                            Subordination.**  If a Landlord’s Mortgagee agrees inwriting (in a form reasonably acceptable to Tenant and the Landlord’sMortgagee) that so long as Tenant shall faithfully discharge the obligations onits part to be kept and performed under the terms of this Lease, its tenancyshall not be disturbed nor shall this Lease be affected by any default ofLandlord under a Mortgage, then this Lease shall be subordinate to any Mortgagethat now or subsequently covers all or any part of the Premises. The provisionsof this section shall be self-operative, and no further instrument of subordinationis required. If, however, a Landlord’s Mortgagee requires confirmation of the subordination,Tenant shall execute a subordination, non-disturbance and attornent agreementin form reasonably acceptable to Tenant and the Landlord’s Mortgagee. AnyLandlord’s Mortgagee may elect, at any time, unilaterally, to make this Leasesuperior to its Mortgage or other interest in the Premises by notitying Tenantin writing.

**15.****                            Condemnation.**

**a.****                                    TotalTaking.**  If a Taking of theentire Building occurs, this Lease shall terminate as of the date of theTaking.

**b.****                                    PartialTaking.**  If any material portionof the Building or existing parking spaces becomes subject to a Taking so as toprevent Tenant from permanently conducting its business in a manner reasonablycomparable to that conducted immediately before the Taking, then Tenant may terminatethis Lease as of the date of the Taking by giving written notice to Landlordwithin 30 days after the Taking, and Rent shall be apportioned as of the dateof the Taking. If the Lease is not terminated, it shall continue as to thatportion of the Premises that shall not be subject to the Taking, in which eventTenant shall, following receipt of adequate condemnation proceeds from theLandlord for the Taking (or, at Tenant’s election, Landlord shall, at Landlord’ssole cost and expense) promptly and with due diligence restore the Premises innearly as practicable to a complete unit of like quality and character asexisted just prior to the partial Taking, provided, however, Basic Rent shallbe reduced

6

----

based upon the thenapplicable per-square foot Base Rent as to that portion of the Premisesrendered untenantable by the Taking.

**c.****                                    TemporaryTaking.**  If all or any part of theBuilding becomes subject to a Taking for 12 months or less, this Lease shallremain in full force and effect and Tenant shall continue to perform all of theterms, conditions, and covenants of this Lease, except that Rent shall abatefor the portion of the Building taken until Tenant is again able to conduct itsbusiness in that space. d. Award. If any Taking occurs, the Landlord shallreceive the entire award or other compensation in connection with theimprovements to the Building provided, however, if Tenant shall haveconstructed additional improvements or shall not have fully amortizedexpenditures which it may have made on account of any improvements,alternations or changes to the Building made after the date of this Lease,Tenant shall be entitled to seek a separate award for the interrption of Tenant’sbusiness, moving costs, loss of its leasehold estate and loss of all equipment,furnishings, furniture and other trade fixtures installed by Tenant. Theprovisions of this Section 15 shall survive the termination of the Lease.

**16.****                            Fireor Other Casualty.**

**a.****                                    Notice.**Tenant shall promptly notity Landlord if the Building, or any portion thereof,is damaged by fire or other casualty.

**b.****                                    DamageReadily Reparable.** If the Building is damaged by a casualty, and if thecost of the repair is less than $1,000,000, or if the Building can be repairedand restored within 12 months after the casualty, then Landlord shall,following receipt of adequate casualty insurance proceeds, repair and restorethe damage with reasonable promptness and as nearly as practicable to a completeunit of like quality and character as existed just prior to the casualty and inaccordance with any reasonable requirements that may be imposed by Landlord’sMortgagee for the use of such insurance proceeds for restoration. In the eventLandlord’s mortgagee does not make the casualty insurance proceeds availablefor repair or restoration, Tenant, may terminate this Lease effective as of thedate of the casualty.

**c.****                                    DamageNot Readily Repairable.** If the Building is completely destroyed by a casualty,then this Lease shall terminate effective as of the date of the casualty. If acasualty renders the Building untenantable, in whole or in part, and if, inLandlord’s reasonable judgment, the damage cannot be repaired and restoredwithin 360 days after the casualty, then either par shall have the right toterminate this Lease as of the date of the casualty, by written notice to theother within 30 days after Landlord gives Tenant the notice containing theestimate of the time period to complete the repairs, which Landlord shalldeliver to Tenant within 30 days after Landlord receives notice of the casualty(it being understood that Landlord may, if it elects to do so, give notice oftermination together with notice containing the estimate of time to completerepairs). If neither par elects to terminate this Lease, then Landlord shallrepair and restore the damage with reasonable promptness and as nearly as practicableto a complete unit of like quality and character as existed just prior to thecasualty. Landlord’s work shall not include the repair, replacement orrestoration of Tenant’s trade fixtures or personal propert.

7

----

**17.****                            Taxes.**  Together with each Rent Payment, Tenantshall pay to Landlord an amount equal to one twelfth (1/12th) the estimateanual real propert taxes on the Premises. Funds paid by Tenant shall bedeposited and maintained in a segregated interest bearing account with theinterest eared thereon credited to Tenant and added to the account. Fundsdeposited by Tenant shall be disbursed to pay real propert taxes as and whendue. If, at any time, Landlord reasonably determines that it wil not havereceived suffcient funds from Tenant to pay the Taxes as and when due, Landlordmay provide notice to Tenant of the amount of the shortfalL. Tenant shall payto Landlord, within thirt (30) days after the date of such notice, the amountof the shortfall so that Landlord will have received suffcient funds to pay theTaxes in full as and when due. Tenant shall be liable for all Taxes that aredue and payable during the Term. Landlord shall provide Tenant with a copy ofthe tax bills promptly upon Landlord’s receipt and in suffcient time so as toallow the Taxes to be paid by Tenant on or before the due date of the Tax bilL.Taxes for the last year of the Term shall be prorated and apportioned betweenLandlord and Tenant to coincide with the end of the Term, such that Tenant onlypays Taxes that are due and payable during the Term. For any Taxes constitutingspecial assessment and the like that are payable over a period of years ratherthan a lump sum, only such installments that are due during the Term shall bepaid by Tenant. Tenant shall have the right to contest the validity or theamount of any Taxes by such proceedings as may be appropriate and pay the sameunder protest or take such other action as Tenant may reasonably deemappropriate, provided that Tenant indemnifies the Landlord from any expense orliability arising out of such contest. Landlord shall, at Tenant’s expense,cooperate in the prosecution of any such proceedings filed by Tenant and wil executeany documents which Landlord may be required to execute in connection with suchproceedings. Tenant shall be entitled to all refunds paid by the taxingauthority for Taxes paid by Tenant during the Term. Any adjustment to Taxesoccurring during the Term shall inure to the benefit of Tenant, regardless ofwhen such adjustment is finally determined.

**18.****                            Remedies.**  Upon any Event of Default, Landlord may,in addition to all other rights and remedies afforded Landlord under thisLease, at law, or in equity, take anyone or more of the following actions:

**a.****                                    Terminationof Lease.**  Terminate this Lease bygiving Tenant written notice of termination, in which case Tenant shallimmediately surrender the Premises to Landlord. If Tenant fails to surrenderthe Premises, Landlord may, in compliance with applicable Law and without prejudiceto any other right or remedy, enter upon and take possession of the Premises.If Landlord terminates the Lease, Tenant shall pay to Landlord the sum of allRent accrued under this Lease through the date of termination.

**b.****                                    Terminationof Possession.**  Terminate Tenant’sright to possess the Premises without terminating this Lease by giving writtennotice to Tenant, in which case Tenant shall immediately surrender the Premisesto Landlord. If Tenant fails to surrender the Premises, Landlord may, incompliance with applicable Law and without prejudice to any other right orremedy, enter upon and take possession of the Premises. Notwithstandingtermination of Tenant’s right to possess the Premises, Tenant shall continue tobe responsible to Landlord for all Rent and other amounts due under this Leasesubject only to Landlord’s obligation under applicable law, if any, to mitigateits damages. If Landlord elects to proceed under this Section 17(b), Landlordmay remove all of Tenant’s propert from the Premises and store the same in apublic warehouse or elsewhere at the cost of, and for the account of, Tenant.Landlord shall use reasonable efforts to relet the Premises on such terms as

8

----

Landlord in itsreasonable discretion may determine (including a term different from the Term,rental concessions, and alterations to, and improvement of, the Premises).Tenant shall not be entitled to the excess of any consideration obtained byreletting over the Rent due under this Lease. Reentry by Landlord in thePremises shall not affect Tenant’s obligations under this Lease for theunexpired Term, and Landlord may, from time to time, bring an action againstTenant to collect amounts due by Tenant, without the necessity of Landlord’swaiting until the expiration of the Term. If Landlord elects to proceed underthis Section 18(b), it may at any time elect to terminate this Lease underSection 18(a);

**c.****                                    PerformActs on Behalf of Tenant.**  Performany act Tenant is obligated to perform under the terms of this Lease (and enterupon the Premises to do so if necessary) in Tenant’s name and on Tenant’sbehalf, and Tenant shall reimburse Landlord on demand for all expenses that Landlordincurs in effecting compliance with Tenant’s obligations under this Lease(including, but not limited to, collection costs and legal expenses).

**19.****                            Waiver.**  Landlord’s acceptance of Rent followingan Event of Default shall not waive Landlord’s rights regarding the Event ofDefault. No waiver by Landlord of any violation or breach of any of the termscontained in this Lease shall waive Landlord’s rights regarding any futureviolation of that term. Landlord’s acceptance of any parial payment of Rentshall not waive Landlords rights with regard to the remaining portion of theRent that is due, regardless of any endorsement or other statement on anyinstrument delivered in payment of Rent or any writing delivered in connectionwith the payment of Rent. Accordingly, Landlord’s acceptance of a partialpayment of Rent shall not constitute an accord and satisfaction of the fullamount of the Rent that is due.

**20.****                            CumulativeRemedies.**  All remedies set forthin this Lease: (a) shall be in addition to any and all other remedies Landlordmay have at law or in equity, (b) shall be cumulative, and (c) may be pursuedsuccessively or concurrently as Landlord may elect. The exercise of any remedyby Landlord shall not be deemed an election of remedies or preclude Landlordfrom exercising any other remedies in the future.

**21.****                            Surrenderof Premises.**  At the expirationor termination of this Lease, Tenant shall deliver to Landlord the Premises insubstantially the same condition as they are in on the Commencement Date,reasonable wear and tear excepted (condemnation and casualty damage excepted)and shall deliver to Landlord all keys to the Premises. Tenant may remove allremovable trade fixtures, furniture, and personal propert placed in thePremises or elsewhere in the Building by Tenant except ordinary kitchenappliances, counters, cabinets, sinks and other plumbing fixtures. Notwithstandingthe foregoing, Tenant may, from time to time, provide Landlord with a list of personalpropert items it believes should be removable upon termination of this Lease,which items may be removed, with the consent of Landlord, which consent shallnot be unreasonably withheld, delayed or conditioned. Tenant shall repair alldamage caused by the removal of its trade fixtures, personal propert,furniture, alterations, and improvements. All items that Tenant fails to removeshall, at Landlord’s option, be deemed to have been abandoned by Tenant and maybe appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord,provided, however, that Landlord may require Tenant to remove any abandoneditem at Tenant’s sole cost and expense.

**22.****                            HoldingOver.**  If Tenant fails to vacatethe Premises at the end of the Term, then Tenant shall be a month-to-monthtenant, and (a) Tenant shall pay, in addition to the other Rent, Basic

9

----

Rent equal to 150% of theBasic Rent payable during the last month of the Term, and (b) Tenant shall otherwisecontinue to be subject to all of Tenant’s obligations under this Lease.

**23.****                            EnvironmentalRequirements.**

**a.****                                    Prohibitionagainst Hazardous Materials.**  Exceptfor Hazardous Materials contained in products used by Tenant relating to theoperation of its business, including research and development, and providedsuch use and storage is in accordance with all Environmental Requirements andexcluding Hazardous Materials contained in products used by Tenant in normal quantitiesfor ordinar offce use, maintenance or cleaning purposes, Tenant shall not causeany par to bring any Hazardous Materials upon the Premises or transport, store,use, generate, manufacture, dispose, or release any Hazardous Materials on orfrom the Premises. Tenant, at its sole cost and expense, shall operate itsbusiness in the Building in compliance with all Environmental Requirements. Tenantshall promptly deliver to Landlord a copy of any notice of violation itreceives relating to the Premises of any Environmental Requirement.

**b.****                                    Removalof Hazardous Materials.** Tenant, at its sole cost and expense, shall removeor remediate all Hazardous Materials stored, disposed of, or otherwise releasedby a Tenant Par onto or from the Premises after the date of this Lease, in amaner that complies with all Environmental Requirements. If Tenant fails toperform the work within the time period specified by applicable EnvironmentalRequirements or before Tenant’s right to possession terminates or expires (whicheveris earlier), Landlord may at its discretion, and without waiving any otherremedy available under this Lease or at law or in equity (including an actionto compel Tenant to perform the work), perform the work at Tenant’s cost.Tenant shall pay all costs incurred by Landlord in performing the work within30 days after Landlord’s request. Tenant agrees to not enter into any agreementwith any person, including any governental authority, regarding the removal ofHazardous Materials that have been disposed of or otherwise released onto orfrom the Premises without the written approval of Landlord.

**c.****                                    Tenant’sIndemnity.** Tenant shall indemnity and defend Landlord against all losses,claims, demands, actions, suits, damages, expenses, and costs (includingreasonable attorneys’ fees, consultant fees or expert fees) which are broughtor recoverable against, or suffered or incured by Landlord as a result of anyrelease of Hazardous Materials by a Tenant Part after the date of this Lease orany breach of the requirements under this Section 22 by a Tenant Par.

**24.****                            SecurityDeposit: Letter of Credit.** As additional security for the performanceof its obligations under this Lease, Tenant shall deposit with Landlord anEvergreen, Sight-Drawn, Irrevocable Standby Letter of Credit drawn on CustodialTrust Company or such other nationally registered commercial ban rated at least“A” by Standard and Poor’s, “A2” by Moody’s or “A” by Fitch, permittingmultiple partial draws and transfers without charge and otherwise in form and substancereasonably acceptable to Landlord and Landlord’s Mortgagee (“Letter of Credit”as attached as Exhibit “G”) in the amount of Five Million Dollars ($5,000,000).In no event may the Letter of Credit be drawn upon without Landlord (orLandlord’s Mortgagee) establishing it has provided to the issuer Landlord’s (orLandlord’s Mortgagee’s) certified statement that an Event of Default has occurredand a notice of default has been delivered to Tenant and that 5 days haveexpired after service of the Notice of Default without cure. The Letter ofCredit shall be in effect throughout the Term of

10

----

the Lease. The Letter ofCredit shall be for an initial term of not less than one (1) year. Tenantagrees that it shall, from time to time, as necessary, renew or replace theoriginal and any substitute Letter of Credit not less than sixty (60) daysprior its stated expiration date so that the Letter of Credit wil remain infull force and effect until the end of the Lease term. The Letter of Credit mayat Landlord’s option be transferred to Landlord’s Mortgagee and its successorsand/or assigns or may be issued in the name of Landlord and Landlord’sMortgagee, which Letter of Credit shall serve as additional collateral for theloan (free and clear of any claim of Tenant to such Letter of Credit or theproceeds thereof) secured by the Mortgage. The cost of any transfer fee payableto the issuer of the Letter of Credit shall be paid by Tenant. Provided thatTenant is not in default, at such time that deCODE Genetics, Inc.’s consolidatedfinancial statement establishes that it has operated at a net profit during anyfour consecutive quarterly periods during the Term, as reported to theSecurities and Exchange Commission on the Form 10Q, the amount of the Letter ofCredit shall be reduced to Four Milion Dollars ($4,000,000). In addition, if atany time from and after the beginning of the tenth years of the Term, in theevent deCODE Genetics, Inc. has achieved from its operations over a full 12month period a “BB” (stable) credit rating as reported by Standard and Poor’sor such other similar credit rating from a nationally recognized credit ratingservice, Tenant shall no longer be required to maintain the Letter of Creditafter the end of the 120th month of the Term. In the event the Letter of Creditis still in effect at the end of the sixteenth year of the Term and Tenant isnot in default of the Lease, the amount of the Letter of Credit shall bereduced to Three Million Dollars ($3,000,000).

Upon theoccurrence of an Event of Default under the terms of the Lease and delivery ofa notice of default to Tenant (a “Draw Event”), Landlord (or Landlord’sMortgagee) will have the right to draw the entire balance of the Letter ofCredit and the proceeds thereof shall be disbursed as provided in any agreementbetween Landlord and Landlord’s Mortgagee. The cash proceeds from the Letter ofCredit wil be maintained in a separate interest bearing account, with theinterest added to and made a par of the separate account, provided, however, ifthe cash proceeds are held by Landlord’s Mortgagee, the cash proceeds do notneed to be maintained by Landlord’s Mortgagee in a separate account but theamount of the cash proceeds, and the interest thereon, must be accountedseparately. Upon a Draw Event, Landlord or Landlord’s Mortgagee may use all ora portion of the cash proceeds of the Letter of Credit to fully fund anyreserve required under the terms of any agreement between Landlord and Landlord’sMortgagee and to reimburse Landlord for any losses relating to the default, includingbut not limited to lost Rent and all costs associated with retenanting thePremises. Upon a Draw Event and disbursement of the proceeds of the Letter ofCredit, Tenant waives and shall possess no claim of any kind against Landlord’sMortgagee or its successors and/or assigns for amounts disbursed from theaccount to Landlord’s Mortgagee or for the payment of costs for which theTenant would have been responsible under the terms of the Lease, or againstfunds held by Landlord’s Mortgagee under the terms of any agreement betweenLandlord and Landlord’s Mortgagee, provided, however, that Landlord andLandlord’s Manager, Patrick Terrell, shall execute and deliver to Tenant a limitedguaranty in the form of Exhibit H. If Landlord’s damages as a result of thedefault are less than the cash proceeds of the Letter of Credit, Tenant maymaintain a separate action personally against Landlord (but not Landlord’sMortgagee or its successors and/or assigns if it shall succeed to the interestsof Landlord) for such amount. If Landlord’s damages as a result of the defaultare more than the cash proceeds of the Letter of Credit, the Tenant andGuarantor’s liability for damages wil not, however, be limited to the amount ofthe Letter of Credit but shall include all damages actually suffered byLandlord as a result of the uncured event of default.

11

----

**25.****                            GroundLease Right.**  As part of theLease, Tenant shall have the right during the first five years of the Term(“Ground Lease Right”) to enter into a separate ground lease for approximately 4.5acres of buildable land which is currently landscaped undeveloped land on thePremises (the “Ground Lease Parcel”). The approximate location of the GroundLease Parcel is depicted on Exhibit “D” attached hereto. Upon Tenant’s request,the Ground Lease Parcel shall be removed from the Premises. Tenant, as Ground Lesseeand Landlord, or Landlord’s assignee, as Ground Lessor, shall enter into aGround Lease (the “Ground Lease”) for the Ground Lease ParceL. The Ground Leaseshall contain terms and conditions common to ground leases upon which thetenant intends to build a new structure (including but not limited to theobligation of Tenant to pay taxes applicable to the Ground Lease Parcel asadditional rent) and shall contain the following specific terms: (a) the termof the Ground Lease shall be twenty (20) years with five (5) consecutive five(5) year renewal options; (b) the initial rent will be an amount equal to eightpercent (8%) of the “then current land value” of the Ground Lease Parcel as ofthe date of exercise of the Ground Lease Right, (and the “then current land value”shall be an amount equal to $6.00 per square foot as of the commencement dateof the Lease, and increase 2.5% per year from the commencement date of theLease until the exercise of the Ground Lease Right (for example, if the thencurrent land value of the Ground Lease Parcel is $6.00 per square foot, the 4.5acre Ground Lease Parcel would be worth $1,176,120 and the annual rent would be$94,090 ($1,176,120 x 8%)); and (c) the Ground Lease wil be guaranteed in thesame manner as the Lease, but there shall be no letter of credit nor securitydeposit. If Tenant has not exercised the Ground Lease Right within five (5)years after the Commencement Date, Landlord may remove the Ground Lease Parcelfrom the Lease and sell the Ground Lease ParceL. If the Ground Lease Parcel is removed,Landlord shall have the right to establish reasonable easements for ingress,egress and utilities across the Premises for the benefit of the Ground LeaseParcel and shall provide reasonable easements for ingress, egress and utilitiesacross the Ground Lease Parcel for the benefit of the Premises.

**26.****                            Miscellaneous.**

**a.****                                    LandlordTransfer.**  Landlord may transferany of its rights under this Lease. If Landlord assigns its rights under thisLease, then Landlord shall be released from any further obligations under thisLease.

**b.****                                    Landlord’sLiabilty.**  The liability ofLandlord (and its partners, officers, directors, shareholders, and members) toTenant (or any person or entity claiming by, through or under Tenant) for anydefault by Landlord under the terms of this Lease or any matter relating to orarising out of the occupancy or use of the Premises or other areas of theBuilding shall be recoverable only from the interest of Landlord in theBuilding, and none of Landlord or its partners, offcers, directors, shareholders,or members shall be personally liable for any deficiency.

**c.****                                    ForceMajeure.**  Other than for Tenant’sobligations under this Lease that can be performed by the payment of money,whenever a period of time is prescribed for action to be taken by either par,that par shall not be liable or responsible for, and there shall be excludedfrom the computation of the applicable period of time, any delays due tostrikes, riots, acts of God, shortages of labor or materials, war, terroristacts or activities, governmental laws, regulations, or restrictions, or anyother causes of any kind that are beyond the reasonable control of that part.

12

----

**d.****                                    Brokerage.**  Except for the brokers who haverepresented Landlord and Tenant in connection with the Purchase Agreement (andwhich brokers have no claim for compensation in connection with this Lease),neither Landlord nor Tenant has dealt with any other broker or agent in connectionwith the negotiation or execution of this Lease. Tenant and Landlord eachindemnity the other against all losses for commissions or other compensationclaimed by any broker or agent claiming the same by, through, or under theindemnitying part.

**e.****                                    EstoppelCertificates.**  Tenant agrees,within ten (10) days after written request of Landlord, to execute and delivera statement in writing to a Landlord Mortgagee or a prospective purchaser ofthe Premises certitying that (i) this Lease is unmodified and in full force andeffect (or, if there have been modifications, stating the modifications, andthat the Lease, as modified, is in full force and effect); (ii) the dates towhich Rent has been paid; and (iii) there are not, to the Tenant’s knowledge,any uncured defaults on the part of Landlord under the Lease, or specityingdefaults if any are claimed.

**f.****                                      Notices.**  All notices and other communicationsgiven pursuant to this Lease shall be in writing, addressed to the parties atthe address specified in the Basic Lease Information, and sent either by (i)first class, United States Mail, postage prepaid, certified, with returnreceipt requested; (ii) hand delivery; (iii) nationally recognized overnightcourier service; (iv) facsimile transmission during normal business hours or(v) e-maiL. All notices shall be effective upon delivery to the address of theaddressee. The parties may change their addresses by giving notice to the otherin conformity with this provision.

**g.****                                   Severability.**  If any term or provision of this Leaseshall to any extent be invalid or unenforceable, the remainder of this Leaseshall not be affected, and each provision of this Lease shall be valid andenforced to the fullest extent permitted by Law.

**h.****                                   Amendments:Binding Effect.**  This Lease maynot be amended except by instrument in writing signed by Landlord and Tenant.No provision of this Lease shall be deemed to have been waived by Landlordunless that waiver is in writing signed by Landlord, and no custom or practicewhich may evolve between the parties in the administration of the terms of thisLease shall waive or diminish the right of Landlord to insist upon theperformance by Tenant in strict accordance with the terms of this Lease. Theterms and conditions contained in this Lease shall inure to the benefit of andbe binding upon the parties to this Lease, and upon their respective permittedsuccessors in interest and legal representatives, except as otherwise expresslyprovided in this Lease. This Lease is for the sole benefit of Landlord andTenant, and no third part shall be deemed a third part beneficiar of the termsof this Lease.

**i.****                                      QuietEnjoyment.**  Provided Tenant hasperformed all of its obligations under this Lease, Tenant shall peaceably andquietly hold and enjoy the Premises for the Term, subject to the terms andconditions of this Lease.

**j.****                                      NoMerger.**  There shall be no mergerof the leasehold estate created by this Lease with the fee estate in thePremises if the same person acquires or holds, directly or indirectly, thisLease or any interest in this Lease and the fee estate in the Premises or anyinterest in the fee estate.

13

----

**k.****                                  EntireAgreement.**  This Leaseconstitutes the entire agreement between Landlord and Tenant regarding thesubject matter of this Lease and supersedes all oral statements and priorwritings relating to the terms of this Lease. Except for those set forth inthis Lease, no representations, waranties, or agreements have been made byLandlord or Tenant to the other with respect to this Lease or the obligationsof Landlord or Tenant under this Lease. The normal rule of construction thatany ambiguities be resolved against the drafting part shall not apply to the interpretationof this Lease or any exhibits or amendments to this Lease.

**i.****                                      GoverningLaw.**  This Lease shall begoverned by and construed in accordance with the laws of the state of Ilinois.

**m.****                                Attorneys’Fees.**  If either Landlord orTenant brings suit for the possession of the Premises, for the recovery of anysum due under this Lease, or because of the breach of any provision of thisLease or for any other relief against the other, then all costs and expenses,including reasonable attorneys’ fees, incurred by the prevailing pary, shall bepaid by the other pary, which obligation on the par of the other par shall bedeemed to have accrued on the date of the commencement of the action and shallbe enforceable whether or not the action is prosecuted to judgment.

**n.****                                   Authority.**  Tenant and Landlord each represents andwarants to the other, that it has full right and authority to execute anddeliver this Lease, and that each person signing on behalf of it is authorizedto do so.

**o.****                                    LeaseholdMortgage.**  Tenant shall have theright to grant a security interest in all Tenant’s rights in and to itsleasehold estate in the Premises and execute any document reasonably necessarto secure the mortgagee’s interest in the leasehold estate of Tenant under thisLease, including without limitation financing statements, security agreement,mortgages, deeds of trust and any other documentation required to secure suchinterest.

**p.****                                    ConditionsPrecedent.**  This Lease is herebyconditioned upon the closing of the purchase of the Premises by Landlord. Inthe event Landlord fails to acquire the Premises pursuant to the PurchaseAgreement, Landlord’s and Tenant’s obligations hereunder and this Lease shallbe deemed automatically null and void, and of no force and effect, in whichevent neither Landlord nor Tenant shall have any further rights or obligationshereunder or relating hereto.

**q.****                                    Memorandumof Lease.**  Landlord wil execute,acknowledge and deliver to Tenant, within 10 days of request by Tenant, aMemorandum of Lease which Tenant may, at its option, cause to be recorded. Inthe event of any discrepancy between the Lease and the Memorandum of Lease, theLease shall control. In the event that there are any state, county or municipaltransfer taxes that may be due and payable as a result of entering into thisLease or recording a memorandum thereof, Tenant shall be responsible for suchtransfer taxes.

**r.****                                    Guaranty.**  All obligations of Tenant under thisLease shall be guaranteed by deCODE Genetics, Inc. and MediChem Life Sciencespursuant to the Guaranty attached hereto as Exhibit E.

14

----

**s.****                                    Counterpart.**This Lease may be executed in one or more counterpars and together shall beconstrued as one instrument.
|        |         | **LANDLORD:**           |
|--------|--------------|-------------------------|
|   |         |                    |
|   |         | Woodridge  Holdings LLC |
|   |         |
|   | By:          | /s/ Patrick  Terrell    |   |
|   | Name         | Patrick Terrell         |   |
|   |  Title: | Manager                 |   |
|   |         |
|   |         |
|   |         | Big T  Investments, LLC |
|   |         |
|   | By:          | /s/ Patrick  Terrell    |   |
|   | Name         | Patrick Terrell         |   |
|   |  Title: | Manager                 |   |
|   |         |                    |
|   |         |                    |
|   | **TENANT:**  |
|   |         | deCODE  Chemistry, Inc. |
|   |         |
|   | By:          | /s/ Chris Tauer         |   |
|   | Name:        | Chris Tauer             |   |
|   |  Title: | US Controller           |   |
|        |              |                         |  |  |  |

 

15

----

**APPENDIX 1**

**DEFINITIONS**

1.                                       **“Affiiate”** means, with respect to any person orentity, any other person or entity directly or indirectly Controlling,Controlled by or under common Control with that person or entity.

2.                                     **“Building Access”** means the Premises’ driveways,parking lots and sidewalks.

3.                                     **“Building’s Structure”** means the Building’s exteriorwalls, windows, glass, roof, elevators and elevator shafts, structural portionsof load-bearing walls, structural floors and sub floors, and structural columnsand beams and all other structural elements of the Building whether enumeratedor not.

4.                                     **“Building’s Systems”** means the Building’s HV AC,life-safety, plumbing, electrical, mechanical, landscaping and all othersystems relating to the Building whether enumerated or not.

5.                                     **“Control”, “Controllng”**, “**Controlled**”means the power to direct the management and policies of Tenant, directly orindirectly, whether through the ownership of voting shares or other beneficialinterests, by contract, or otherwise.

6.                                     **“Environmental Requirements”** means all Lawsregulating or relating to health, safety, or environmental conditions on,under, or about the Premises or the environment including the following: theComprehensive Environmental Response, Compensation and Liability Act; theResource Conservation and Recovery Act; the Clean Air Act; the Clean Water Act;the Toxic Substances Control Act, and all state and local counterparts to thoseacts, and any common or civil law obligations including nuisance or trespass.

7.                                     **“Event of Default”** means any of the followingoccurrences:

a.                                     **Payment Default.** Tenant’s failureto pay Basic Rent within five (5) days after written notice that such paymentis due or failure to pay any other monetar obligation within 5 days after writtennotice of default from Landlord to Tenant;

b.                                    **Transfer.** A Transfer withoutLandlord’s prior written consent;

c.                                     **Other Defaults.** Tenant’s failure toperform, comply with, or observe any other agreement or obligation of Tenantunder this Lease for a period of more than 30 days after written notice fromLandlord to Tenant of the failure unless performance, compliance, orobservance, as the case may be, is not possible within 30 days and Tenant beganto perform, comply, or observe within 30 days and diligently pursues it tocompletion; and

d.                                    **Insolvency.** The filing of apetition by or against Tenant or Guarantor that is not dismissed within 90 daysafter filing (i) in any bankptcy or other insolvency proceeding; (ii) seeking anyrelief under any state or federal debtor relief law; (iii) for the appointmentof a liquidator or receiver for all or substantially all of Tenant’s orGuarantor’s propert or for Tenant’s interest in this

16

----

Lease; (iv) for thereorganization or modification of Tenant’s or Guarantor’s capital structure; or(v) in any assignment for the benefit of creditors proceeding.

8.                                     **“Hazardous Materials”** means any substance which is(i) designated, defined, classified, or regulated as a hazardous substance,hazardous material, hazardous waste, pollutant, or contaminant under anyEnvironmental Requirements in effect as of the date of this Agreement, (ii) petroleumhydrocarbon, including crude oil or any fraction thereof and all petroleumproducts, (iii) PCBs, (iv) lead, (v) friable asbestos, (vi) flammableexplosives, (vii) infectious materials, or (viii) radioactive materials.

9.                                     **“Insurance Costs”** means the cost of the insurancerequired to be maintained by Tenant pursuant to Section 13 of the Lease, fromtime to time with respect to the Building. 10. “Landlord’s Mortgagee” means themortgagee under any Mortgage.

11.                               **“Laws”** means all federal, state, and local laws,ordinances, rules and regulations, all court orders, all governmentaldirectives, and all governental orders applicable to the Building.

12.                               **“Loss”** means any injury to or death of any person orthe damage to or theft, destruction, loss, or loss of use of, any propert, orany inconvenience.

13.                               **“Mortgage”** means any deed of trust, mortgage, orother security instrument encumbering the Building.

14.                               **“Operating Costs”** means all expenses of any kindincurred in connection with the operation and maintenance of the Buildingincluding, but not limited to, Building’s Structure, Building Access and theBuilding’s Systems. Operating Costs do not include the following costs: (a)interest, amortization, or other payments on or fees in connection with loansto Landlord; (b) depreciation; (c) costs attributable to seeking and obtainingnew tenants as well as retaining existing tenants, such as advertising,brokerage and leasing commissions, architectural, engineering, attorney’s fees,renovations and improvements to individual tenant spaces; (d) Landlord’s legalexpenses other than those legal expenses specifically agreed to be reimbursedby Tenant as provided in the Lease; (e) Taxes; (f) Insurance Costs; (g) costsdue solely to the negligence or fault of Landlord or its agents and penaltiesand fines incurred in connection with Landlord’s failure to comply with Laws.Without limiting the generality of the costs included within the definition ofOperating Costs, it is expressly understood that Operating Costs include allcosts arising from the presence of Hazardous Materials in, on, under, or aboutthe Premises (including, without limitation, costs associated with the removal,abatement, clean-up, containment, monitoring, and inspection for hazardoussubstances) not placed on the Premises by a Landlord Party. In addition,Operating Costs include the reasonable cost, not to exceed $2,000 perinspection, of a reasonable number of periodic third part inspections of the Premisesby Landlord’s agents.

15.                               **“Permitted Transfer”** means a Transfer of all or partof Tenant’s interest in the Lease or the Premises to the following types ofentities, which entities as collectively referred to as “Permitted Transferees”):

17

----

a.                                     anAffiiate of Tenant;

b.                                    anycorporation, partnership, limited liability company, or other business entityin which or with which Tenant or Guarantors, or their respective successors orassigns, is merged or consolidated, in accordance with applicable statutoryprovisions governing merger and consolidation of business entities, so long asTenant’s obligations under this Lease are assumed by the entity surviving themerger or created by the consolidation; or

c.                                     anycorporation, parnership, limited liability company or other business entity acquiringall or substantially all of Tenant’s or the Guarantors’ assets; or

d.                                    anycorporation, partnership, limited liability company or other business entitynot related or affliated with Tenant who is sub-leasing the Premises or portionthereof, provided that such transferee agrees to be bound by the provisions ofthis Lease and further provided that such sub-lease agreement shallspecifically provide that in the event the Lease is terminated, then atLandlord’s option, either the sub-lease shall be terminated at any time afterthe termination of the Lease or that the sub-tenant shall enter into a directlease with Landlord upon the same terms contained in the sub-lease agreementbetween Tenant and such sub-tenant.

16.                               **“Taking”** means, with respect to all or part of thePremises, the taking by power of eminent domain or condemnation by a competentauthority or by conveyance in lieu of condemnation for public or quasi-publicuse.

17.                               **“Taxes”** means taxes, assessments, and governentalcharges or fees whether federal, state, county, or municipal, and whether bytaxing districts or authorities presently taxing or by others, subsequentlycreated or otherwise, and any other taxes and assessments now or subsequently attributableto the Premises, excluding, however, penalties and interest and federal andstate taxes on income.

18.                               **“Tenant Part”** means Tenant and its Affliates, agents,contractors, and employees.

19.                               **“Transfer”** means (a) an assignment, transfer, orencumbrance of the Lease or any estate or interest in the Lease, whetherdirectly or by operation of law, (b) if Tenant is an entity other than a corporationwhose stock is publicly traded, the transfer of an ownership interest in Tenantso as to result in a change in the current Control of Tenant, (c) a sublet (orextension, renewal, or modification of any sublease) of any portion of thePremises, or (d) the granting of any license, concession, or other right ofoccupancy of any portion of the Premises.

18

----

**EXHIBIT A**

**LEGALDESCRIPTION**

LOT 1 OF INTERNATIONALECENTRE UNIT 23, BEING A SUBDIVISION OF PART OF THE NORTHWEST Y4 OF SECTION 24,AND PART OF THE SOUTHWEST 1/4 OF SECTION 13, TOWNSHIP 37 NORTH, RANGE 10 EASTOF THE THIRD PRICIPAL MERIDIAN, RECORDED APRIL 14,1999 AS DOCUMENT NUMBERR99-047672 AND CERTIFICATE OF CORRCTION RECORDED APRIL 30,1999 AS DOCUMENT R99-055202,IN WILL COUNTY, ILLINOIS.

1

----

**EXHIBIT B**

**PREVAILINGMARKET RENT**

For purposes of Section3, Prevailing Market Rent” means an annual amount per square foot for each yearof the renewal term that a willing, creditworthy tenant leasing comparablespace for a comparable purposes would pay and a wiling landlord of anoffce/research/laboratory building comparable to the Building in theWoodridge/Will County area (“Market”) would accept at arm's length, givingappropriate consideration to anual rental rate per square foot, length of leaseterm, size and location of the premises being leased, and other generallyapplicable terms and conditions prevailing for comparable space in comparablebuildings located in the Market. Landlord will notity Tenant of Landlord'sreasonable, good faith determination of the Prevailing Market Rent within 30 daysafter Landlord receives Tenant's notice to renew this Lease. Landlord'sestimate shall be accompanied by a market rent evaluation report prepared by alicensed real estate brokerage company in the Chicago metropolitan area thathas at least 10 years experience in providing brokerage services. If Tenantnotifies Landlord within 20 days after receipt of Landlord's determination ofPrevailing Market Rent that Tenant disagrees with Landlord's determination,Tenant shall provide written notice to Landlord as to Tenant's estimate of theprevailing market rent which shall also be accompanied by an evaluation reportprepared by a licensed real estate brokerage company. If Landlord and Tenant cannotagree upon such Prevailing Market Rent, then, at the option of Landlord orTenant, Landlord and Tenant shall institute an appraisal procedure to determinethe Prevailing Market Rent by jointly nominating and appointing, within 10 daysafter receipt of notice from the other part, one appraiser who shall make adetermination of the Prevailing Market Rent of the Building. If Landlord and Tenantfail to jointly agree on the nomination and appointment of one appraiser withinthe 10 day period, each part shall then nominate and appoint one appraiserwithin 15 days after the end of the initial 10 day period and give notice ofthe appointment to the other party. The two appraisers shall jointly make adetermination of the Prevailing Market Rent of the Premises. If either paryfails to appoint an appraiser within the 15 day period, the appraiser appointedby the other part shall make the determination of the Prevailing Market Rent.If the two appraisers are unable to agree upon a determination of thePrevailing Market Rent of the Premises within 15 days after the appointment of thesecond appraiser, the two appraisers shall jointly nominate and appoint a thirdappraiser within 15 days after the expiration of the 15 day period and givewritten notice of the appointment to both parties. The third appraiser shallalso make a determination of the Prevailing Market Rent. In the event the twoappraisers cannot agree upon the third appraiser, then the third appraisershall be the then president or principal offcer of the Chicago, Ilinois Chapterof the Appraisal Institute (or the then existing successor organization). Ifthe three appraisers are unable to agree upon a determination of the PrevailingMarket Rent of the Premises within 15 days after the appointment of the third appraiser,then the Prevailing Market Rent shall be an amount equal to the average of thethree values contained in the respective written appraisals submitted by theappraisers. Notwithstanding the foregoing, if the difference between thePrevailing Market Rent as determined by the Landlord's appraiser and theTenant's appraiser is more than 15%, then Landlord and Tenant shall each be requiredto obtain new appraisals. The appraisers shall make their determination inwriting and give notice of their appraisals to both paries. Any appraiserappointed under this section shall (x) be independent of both parties (and ofall persons and entities with interest in either par); (y) have not less thanten (10) years experience in the appraisal of real propert; and (z) hold theprofessional designation M.A.I., or if the M.A.I. ceases to exist, a comparabledesignation from an equivalent 

2

----

professional appraiser organization. Landlord shall pay the cost of itsappraiser and 50% of the third appraiser, and Tenant shall pay the cost of itsappraiser and 50% of the cost of the third appraiser.

3

----

**EXHIBIT C**

**LOCATIONOF NEW SPACE**

(PER PLANS DELIVERED SEPARATELYAND INITIALED BY THE PARTIES)

4

----

----

**EXHIBITD**

**RELEASEPARCEL**

THE REAL PROPERTY SITUATED IN THE CITY OF WOODBRIDGE,COUNTY OF WILL, ILLINOIS, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THAT PART OF LOT 1 OF THE INTERNATIONALE CENTRE UNIT23, BEING A SUBDIVISION OF PART OF THE NORTHWEST QUARTER OF SECTION 24,AND PART OF THE SOUTHWEST QUARTER OF SECTION 13, TOWNSHIP 37 NORTH,RANGE 10 EAST OF THE THIRD PRINCIPAL MERIDIAN, RECORDED APRIL 14, 1999AS DOCUMENT NUMBER R99-047672 AND CERTIFICATE OF CORRECTION RECORDEDAPRIL 30, 1999 AS DOCUMENT R99-055202, IN WILL COUNTY, ILLINOIS DESCRIBEDAS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 1;THENCE NORTH 00 DEGREES 48 MINUTES 48 SECONDS WEST 67.64 FEET TOA POINT ON A NON-TANGENT CURVE; THENCE NORTHERLY 272.27 FEET ALONG THE ARC OF ATANGENT CIRCLE TO THE LEFT (SAID CURVE ALSO BEING THE WEST LINE OF SAIDLOT 1), HAVING A RADIUS OF 1897.58 FEET AND WHOSE CHORD BEARS NORTH03 DEGREES 17 MINUTES 50 SECONDS EAST 272.04 FEET TO A POINT OFTANGENCY; THENCE NORTH 00 DEGREES 48 MINUTES 48 SECONDS WEST ALONG SAIDLINE, 143.80 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST361.75 FEET; THENCE SOUTH 00 DEGREES 48 MINUTES 48 SECONDS EAST PARALLEL WITHSAID WEST LINE, 60.20 FEET; THENCE NORTH 90 DEGREES 00 MINUTES00 SECONDS EAST 47.43 FEET; THENCE SOUTH 00 DEGREES 48 MINUTES 48SECONDS EAST PARALLEL WITH SAID WEST LINE, 152.08 FEET; THENCE NORTH 89 DEGREES11 MINUTES 12 SECONDS EAST PERPENDICULAR WITH LAST DESCRIBED LINE 10.25 FEET;THENCE SOUTH 00 DEGREES 48 MINUTES 48 SECONDS EAST PARALLEL WITH SAID WESTLINE, 250.06 FEET TO A POINT ON THE SOUTH LINE OF SAID LOT 1; THENCE SOUTH87 DEGREES 16 MINUTES 34 SECONDS WEST ALONG SAID SOUTH LINE, 439.13FEET; TO THE POINT OF BEGINNING IN WILL COUNTY, ILLINOIS.

5

----

Exhibit D

Ground Lease Parcel

(LegalDescription to Be Added)

----

**EXHIBIT E**

**GUARANTY**

The undersigned, deCODEGenetics, Inc. and MediChem Life Sciences, Inc. (collectively “Guarantor”), toinduce Woodridge Holdings LLC and Big T Investments LLC (“Landlord”) to executethat certain Lease Agreement between Landlord and deCODE Chemistry, Inc. (“Tenant”)dated as of June 8, 2007 (the “Lease”) and as a material consideration andinducement therefore (recognizing that without execution of this guaranty,Landlord would not be wiling to enter into or make the Lease with Tenant andrecognizing that since Tenant is affliated with Guarantor, the Lease is ofdirect benefit to Guarantor) hereby unconditionally guarantees the performanceand observance by Tenant of all the obligations, covenants and agreementsprovided in the Lease, as same may be amended from time to time, to beperformed or observed by Tenant during the term of the Lease (includingspecifically and without limiting the generality of the foregoing, payment byTenant of all rent and other amounts which may be or become due from Tenantunder the Lease).

This Guaranty is anabsolute and unconditional Guaranty of payment and performance. It shall be enforceableagainst the Guarantor without the necessity for any suit or proceedings on theLandlord’s part of any kind or nature whatsoever against the Tenant and withoutthe necessity of any notice of non-payment, non-performance or non-observanceor of any notice of acceptance of this Guaranty or of any other notice ordemand to which the Guarantor might otherwise be entitled, all of which the Guarantorhereby expressly waives. The Guarantor hereby expressly agrees that thevalidity of this Guaranty and the obligations of the Guarantor hereunder shallin no manner be terminated, affected, diminished or impaired by reason of theassertion or the failure to assert by the Landlord against the Tenant of any ofthe rights or remedies reserved to the Landlord pursuant to the provisions ofthe Lease.

This Guaranty shall be acontinuing Guaranty, and the liability of the Guarantor hereunder shall in no waybe affected, modified or diminished by reason of any assignment, renewal,modification or waiver of or change in any of the terms, covenants, conditionsor provisions of the Lease, or the reason of any extension of time that may begranted by the Landlord to the Tenant or by reason of any dealings or transactionsor matter or thing occurring between the Landlord and the Tenant whether or notnotice thereof is given to the Guarantor. Furthermore, this Guaranty shall notbe revoked by the bankruptcy or insolvency of the Tenant. 

All of the Landlord’srights and remedies under the Lease and under this Guaranty are intended to be distinct,separate and cumulative and no such right and remedy therein or hereinmentioned is intended to be in exclusion of or a waiver of any of the others.

This Guaranty shall inureto the benefit of the Landlord, its successors and assigns and shall be bindingon the successors and assigns of the Guarantor. If there is more than oneguarantor included

6

----

within the definition ofGuarantor as that term is used herein, all obligations and terms imposed upon Guarantorby this guaranty agreement shall be joint and several as to all of suchguarantors. This Guaranty shall be governed by, and construed in accordancewith, the laws of the State of Ilinois.
| Dated: June 8, 2007. |   | GUARANTOR:                    |
|----------------------|--------|-------------------------------|
|                 |   |                          |
|                 |   | deCODE Genetics,  Inc.,       |
|                 |   |                          |
|                 |   | By:                           |   |   |
|                 |   | Title:                        | CFO and Treasurer |   |
|                 |   |                          |
|                 |   |                          |
|                 |   | MediChem Life  Sciences, Inc. |
|                 |   |                          |
|                 |   | By:                           |   |   |
|                 |   | Title: US  Controller         |
|                      |        |                               |  |  |  |  |  |

 

7

----

**EXHIBIT F**

**INSURANCESTANDARDS**

1. All Risk PropertyInsurance.

100% replacementcosts basis, including architectural, engineering, consulting, decorating and supervisoryfees relating to construction and repair with an initial building limit of notless than 25,800,000. Building is to be evaluated anually to insure limits ofliability are suffcient in the event of a loss,

Terrorisminsurance or proof that no exclusion exists for terrorism insurance,

Policy to be on anAll Risk or Special Form with a no co-insurance provision covering the full replacementvalue of all improvements on the Premises,

Policies may notprovide exclusions for wind/hail/hurricane or named storm.

All policies mustinclude an endorsement that coverage in favor of Landlord’s Mortgagee will notbe impaired in any way by and act, omission or default of Landlord or any otherperson and must provide not less than 30 days notice to Landlord’s Mortgageeprior to cancellation.

2. Commercial GeneralLiability Insurance.

Minimum of $1,000,000for each occurrence and a $2,000,000 aggregate with umbrella coverage of atleast a $10,000,000.

3. Business InterrptionInsurance.

At least 12 monthsof business interrption insurance. The amount of coverage must be maintained atno less than the current level of $12,673,082 and shall be increased ifrequired by Landlord’s Mortgagee.

4. Boiler and MachineryCoverage.

ComprehensiveBoiler and Machinery Coverage will only be required if mandated by Landlord’sMortgagee.

5. Federal Flood Insurance.

$10,000,000 limitof liability with maximum $50,000 deductible, provided, however, if the Premisesare determined at any time to be located in an area designated as a specialflood hazard area, if mandated by Landlord’s Mortgagee, Tenant will obtain FederalFlood Insurance or private insurance

8

----

with similar coveragefrom an insurer with ratings acceptable to Landlord and Landlord’s Mortgage, forthe total amount of the obligation secured by the Mortgage.

6. Earthquake Insurance.

$5,000,000 withmaximum $50,000 deductible, provided, however, if the Premises are found to havea Probable Maximum Loss (PML) of 20% or higher, the amount of coverage shall beincreased to such amount as is required by Landlord’s Mortgagee.

7. Workers Compensation.

As required byapplicable law.

8. Builder’s Risk.

Required at alltimes during which construction, repairs or alterations are being made with respectto the Premises with insurance written on a completed value form on an All Riskbasis with an agreed amount endorsement.

9. Life SciencesPolicies.

Additionalinsurance, similar to the Specific Customarg Life Sciences Insurance policy currentlyheld by Tenant shall be maintained during the term of the Lease, coveringspecific risks associated with Tenant’s life science business.

10. Pollution LegalLiability (PLL).

Coverage forpollution claims made by third paries, whether on, under or beyond the boundariesof the Premises relating to causes not necessarily covered under the standardall risk policy (not necessarily related to a sudden or unexpected cause). 

Coverages forclean-up of pollution conditions on the Premises.

The PLL policy maybe on a claims made basis.

Minimum of $1,000,000policy limit.

9

----

**EXHIBIT G**

**LETTER OFCREDIT**

10

----

 

[LETTERHEAD]

IRREVOCABLESTANDBY LETTER OF CREDIT NO. 00037
| RE: |   | LEASE AGREEMENT DATED AS OF JUNE 6, 2007 (THE***“LEASE AGREEMENT”***), BY AND  BETWEEN WOODRIDGE HOLDINGS, LLC AND BIG T-WOODRIDGE HOLDINGS, LLC, AS  LANDLORDS, AND DECODE CHEMISTRY, INC., AS TENANT, IN RESPECT OF THE PREMISES  COMMONLY KNOWN AS 2501 W. DAVEY, WOODRIDGE, ILLINOIS |
|-----|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 
| **BENEFICIARIES:**                  |                                                        | **APPLICANT:**             |
|-------------------------------------|-------------------------------------------------------------|----------------------------|
| ** **                          |                                                        | ** **                 |
| **WOODRIDGE  HOLDINGS, LLC**        |                                                        | **DECODE CHEMISTRY, INC.** |
| C/O TERRELL  GROUP MANAGEMENT, INC. |                                                        | 2501 DAVEY ROAD            |
| 5300 MEADOWS  ROAD, SUITE 400       |                                                        | WOODRIDGE, IL 60517        |
| LAKE OSWEGO, OR  97035              |                                                        | ** **                 |
|                                |                                                        | ** **                 |
| AND/OR                              |                                                        |                       |
|                                |                                                        |                       |
| **BIG  T-WOODRIDGE HOLDINGS, LLC**  |                                                        |                       |
| C/O TERRELL  GROUP MANAGEMENT, INC. |                                                        |                       |
| 5300 MEADOWS  ROAD, SUITE 400       |                                                        |                       |
| LAKE OSWEGO, OR  97035              |                                                        |                       |
|                                |                                                        |                       |
| ISSUE DATE:                         | JUNE 6, 2007                                                |                       |   |
|                                |                                                        |                       |   |
| MAXIMUM AMOUNT                      | U.S. $5,000,000.00 (FIVE MILLION AND 000/100 U.S.  DOLLARS) |
|                                |                                                        |                       |
| INITIAL                             |                                                        |                       |
| EXPIRATION DATE:                    | JUNE 6, 2008                                                |                       |   |
|                                |                                                        |                       |   |
| FINAL                               |                                                        |                       |   |
| EXPIRATION DATE:                    | JUNE 6, 2024                                                |                       |   |

 

11

----

 

DEAR SIRS:

WE HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OFCREDIT NO. 00037 (THIS ***“LETTER OF CREDIT”***)IN FAVOR OF WOODRIDGE HOLDINGS, LLC AND BIG T-WOODRIDGE HOLDINGS, LLC (THE***“BENEFICIARIES”***OR, COLLECTIVELY, ***“YOU”*** OR ***“YOUR”***),EFFECTIVE IMMEDIATELY, AND AVAILABLE AT OUR COUNTERS LOCATED AT 101 CARNEGIECENTER, PRINCETON, NEW JERSEY 08540 UPON PRESENTATION OF YOUR DRAFT AT SIGHT ASINDICATED BELOW (PURPORTEDLY SIGNED BY ONE OF A BENEFICIARY’S OFFICERS ORAUTHORIZED SIGNATORIES) AND FOR THE ACCOUNT OF DECODE CHEMISTRY, INC. (THE ***“APPLICANT”***) FOR AN AMOUNT IN THEAGGREGATE NOT TO EXCEED $5,000,000.

THIS LETTER OF CREDIT EXPIRES ON JUNE 6, 2008, SUBJECTTO AUTOMATIC ONE-YEAR RENEWALS AS SET FORTH BELOW, BUT IN ANY EVENT NO LATERTHAN JUNE 6, 2024.

THIS LETTER OF CREDIT SHALL BE DEEMED AUTOMATICALLYEXTENDED, WITHOUT AMENDMENT, FOR ADDITIONAL PERIODS OF ONE (1) YEAR FROM THECURRENT OR ANY FUTURE EXPIRATION DATE UNLESS, AT LEAST SIXTY (60) DAYS PRIOR TOTHE THEN-CURRENT EXPIRATION DATE, WE NOTIFY YOU IN WRITING (BY REGISTERED MAILOR ANY OTHER RECEIPTED METHOD), AT YOUR ADDRESS STATED ABOVE OR SUCH OTHERADDRESS YOU GIVE US NOTICE OF IN WRITING (BY REGISTERED MAIL OR ANY OTHERRECEIPTED METHOD), OF OUR INTENTION NOT TO RENEW THIS LETTER OF CREDIT FOR ANYSUCH ADDITIONAL PERIOD. SUCH NOTICE OF OUR INTENTION TO NOT RENEW THIS LETTEROF CREDIT SHALL AUTHORIZE YOU TO DRAW UPON THIS LETTER OF CREDIT WITHOUT THENEED TO DELIVER THE CERTIFICATE (AS DEFINED BELOW).

FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE TO YOUAGAINST YOUR SIGHT DRAFT, PRESENTED TO US NO LATER THAN THE THEN-APPLICABLEEXPIRATION DATE OF THIS LETTER OF CREDIT AND ACCOMPANIED BY (A) THEORIGINAL OR A PHOTOCOPY OF THIS SIGNED LETTER OF CREDIT (AND, IF APPLICABLE,ANY AMENDMENTS THERETO), AND (B) A CERTIFICATE (THE ***“CERTIFICATE”***)SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF A BENEFICIARY (OR A BENEFICIARY’SSUCCESSOR IF THE LETTER OF CREDIT HAS BEEN TRANSFERRED IN ACCORDANCE WITH THETERMS HEREOF), STATING THAT:

(A) A WRITTEN NOTICE OF DEFAULT HAS BEEN DELIVERED TOTHE APPLICANT SETTING FORTH THAT EITHER (I) THERE EXISTS AN UNCURED EVENT OFDEFAULT UNDER THE LEASE AGREEMENT (AS SUCH TERM IS DEFINED IN THE LETTER OFCREDIT) AND THE APPLICABLE CURE PERIOD HAS ELAPSED SINCE DELIVERY OF SUCHNOTICE TO THE APPLICANT, OR (II) THE APPLICANT HAS FAILED TO DELIVER TOLANDLORD A REPLACEMENT LETTER OF CREDIT IN ACCORDANCE WITH THE TERMS OF THELEASE AGREEMENT; AND 

12

----

 

(B) BY VIRTUE OF SUCH DEFAULT UNDER THE LEASEAGREEMENT, THE BENEFICIARY IS ENTITLED TO DRAW$             UNDERTHIS LETTER OF CREDIT IN ACCORDANCE WITH THE TERMS OF THE LEASE AGREEMENT.

PRESENTATION MAY BE MADE IN PERSON OR VIA NATIONALLYRECOGNIZED OVERNIGHT COURIER TO THE ATTENTION OF EITHER BEN SZWALBENEST ORKEVIN DARMODY AT CUSTODIAL TRUST COMPANY, 101 CARNEGIE CENTER, PRINCETON,NEW JERSEY 08540. UPON HONORING SIGHT DRAFTS, OUR OBLIGATIONS UNDER THIS LETTEROF CREDIT TO EITHER BENEFICIARY HEREUNDER, AND TO BOTH OF THEM, SHALL BEDISCHARGED IN FULL TO THE EXTENT OF THE AMOUNT DRAWN UNDER ALL SUCH DRAFTS.

THE AMOUNT OF YOUR DRAFT DRAWN HEREUNDER MUST BEAR ONON ITS FACE THE MENTION: “DRAWN UNDER CUSTODIAL TRUST COMPANY IRREVOCABLESTANDBY LETTER OF CREDIT NUMBER 00037.” PARTIAL AND MULTIPLE DRAWINGS AREPERMITTED UNDER THIS CREDIT AND MAY INCLUDE A COMPLETE DRAW OF THE FULL AMOUNTOF THE LETTER OF CREDIT UPON AN UNCURED EVENT OF DEFAULT UNDER THE LEASEAGREEMENT.

WE HEREBY AGREE WITH THE DRAWERS, ENDORSERS AND BONAFIDE HOLDERS OF YOUR DRAFT DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THISLETTER OF CREDIT, THAT SUCH DRAFT WILL BE DULY HONORED UPON PRESENTATION TO THEDRAWEE WITHOUT INQUIRY AS TO THE ACCURACY OF ANY STATEMENT AND REGARDLESS OFWHETHER APPLICANT OR ANYONE ELSE DISPUTES THE CONTENTS OF SUCH STATEMENT WHICHACCOMPANIES SUCH DRAFT.

THIS LETTER OF CREDIT SHALL BE ASSIGNABLE ORTRANSFERABLE BY THE BENEFICIARY TO ITS MORTGAGEE, LASALLE BANK, NATIONALASSOCIATION, ITS SUCCESSORS AND/OR ASSIGNS AS MORTGAGEE, INCLUDING ANY SPECIALPURPOSE SECURITIZATION VEHICLE.

THIS LETTER OF CREDIT IS GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE PROVISIONS OF ARTICLE 5 OF THE NEW YORK UNIFORMCOMMERCIAL CODE AND IS FURTHER SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FORDOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCEPUBLICATION NO. 500.

VERY TRULY YOURS,**CUSTODIAL TRUST COMPANY**
|                     |   |
|---------------------|--------|
| BEN J.  SZWALBENEST |   |
| PRESIDENT           |   |

 

13

----

 

**EXHIBIT H**

**TERRELLGUARANTY**

LIMITED GUARANTYAGREEMENT
| FROM:  |   | PATRICK TERRELL (“Guarantor”)                                    |
|--------|--------|----------------------------------------------------------------------------|
|   |   |                                                                       |
| AND:   |   | WOODRIDGE HOLDINGS, LLC AND BIG T INVESTMENTS, LLC  (“Landlord”) |
|   |   |                                                                       |
| TO:    |   | DECODE CHEMISTRY, INC. (“Tenant”)                                |

 

Guarantor is themanager of Woodridge Holding LLC, a co-tenant with Big T Investments, LLC.Tenant and Landlord have entered into that certain Lease Agreement betweenTenant and Landlord dated as of June 8, 2007 (the “Lease”). Section 24 of theLease provides for the delivery of a Letter of Credit by Tenant (the “Letter ofCredit”) as additional security for the performance of Tenant’s obligationsunder the lease. Upon the occurrence of an Event of Default under the terms of theLease, Landlord has the right to draw the entire balance of the Letter ofCredit. As a material consideration and inducement therefore (recognizing thatwithout execution of this guaranty, Tenant would not be wiling to enter into ormake the Lease with Landlord and deliver the Letter of Credit to Landlord andrecognizing that since Landlord is affiliated with Guarantor, the Lease is ofdirect benefit to Guarantor) Guarantor and Landlord hereby agrees as follows:

1. Use ofProceeds. Guarantor agrees that all proceeds of the Letter of Credit withinthe possession or control of Landlord will be used solely for the purposes setforth in the Lease and for no other purpose. In addition, Guarantor shall bepersonally liable for any damages suffered by Tenant as a result of (a) any useof the proceeds of the Letter of Credit within the possession or control of Landlordfor purposes other than purposes set forth in the Lease or (b) application ofthe proceeds of the Letter of Credit for the benefit of Landlord for anypurpose other than the purposes set forth in the Lease, including but notlimited to the payment of Landlord’s debt service to Landlord’s Mortgagee whichproceeds would, if not for such application, have been returned to Landlord andbeen payable to Tenant under the terms of the Lease. The parties to thisagreement are aware that proceeds of the Letter of Credit will be held byLandlord’s Mortgagee (as defined in the Lease) and that neither Landlord norGuarantor have possession or control of the proceeds while they are held byLandlord’s Mortgagee. The paries are also aware that it wil be impossible todetermine the amount of damages suffered by Tenant, if any, until after (a)Landlord has sold the Premises, (b) the original term of the Lease has ended or(c) Landlord and Tenant have entered into an agreement terminating the Lease.

2. Enforceability.This Guaranty is an absolute and unconditional Guaranty of payment and performance.It shall be enforceable against the Guarantor without the necessity for anysuit or proceedings on the Tenant’s part of any kind or nature whatsoeveragainst the Landlord and without the necessity of any notice of non-payment,non-performance or non-observance or of any notice of 

14

----

acceptance of thisGuaranty or of any other notice or demand to which the Guarantor mightotherwise be entitled, all of which the Guarantor hereby expressly waives. TheGuarantor hereby expressly agrees that the validity of this Guaranty and theobligations of the Guarantor hereunder shall in no manner be terminated,affected, diminished or impaired by reason of the assertion by the Tenant againstthe Landlord or Landlord’s Mortgagee of any of the rights or remedies reservedto the Tenant pursuant to the provisions of the Lease.

3. Maintenanceof Net Worth. As long as the Letter of Credit remains outstanding,Guarantor shall maintain a net worth, exclusive of the value of his investmentin Landlord, of not less than $3,000,000. If requested by Tenant, Guarantorshall provide to Tenant a certification signed by Guarantor under oath that hisnet worth is greater than $3,000,000, provided, however, that Guarantor shallnot be required to provide such certification more than once in each calendaryear. If Guarantor is unable or unwilling to provide such statement, or ifGuarantor’s net worth falls below $3,000,000, Landlord shall provide anadditional or replacement Guarantor whose net worth is at least $3,000,000.

4. ContinuingGuaranty. This Guaranty shall be a continuing Guaranty, and the liabilityof the Guarantor hereunder shall in no way be affected, modified or diminishedby reason of any assignment, renewal, modification or waiver of or change inany of the terms, covenants, conditions or provisions of the Lease, or byreason of any dealings or transactions or matter or thing occurring between theLandlord, Landlord’s Mortgage and the Tenant whether or not notice thereof isgiven to the Guarantor. Furthermore, this Guaranty shall not be revoked by thebankruptcy or insolvency of the Landlord.

5. Successorsand Assigns. This Guaranty shall inure to the benefit of the Tenant, itssuccessors and assigns and shall be binding on the successors and assigns ofthe Guarantor. If there is more than one guarantor included within thedefinition of Guarantor as that term is used herein, all obligations and termsimposed upon Guarantor by this guaranty agreement shall be joint and several asto all of such guarantors. This Guaranty shall be governed by, and construed inaccordance with, the laws of the State of Ilinois.

6. Notices.All notices and other communications given pursuant to this Guaranty shall bein writing, addressed to the parties at the address specified in the Lease fordelivery of notice, with notice to Guarantor provided in the maner set forth inthe Lease for delivery of notice to the Landlord and sent either by (i) firstclass, United States Mail, postage prepaid, certified, with return receipt requested;(ii) hand delivery; (iii) nationally recognized overnight courier service; (iv)facsimile transmission during normal business hours or (v) e-mail. All noticesshall be effective upon delivery to the address of the addressee. The partiesmay change their addresses by giving notice to the other in conformity withthis provision.

7. AttorneyFees and Costs. In the event suit or action is instituted in connectionwith any controversy arising out of this Guaranty, or in the enforcement of anyright hereunder, the prevailing party shall be entitled to its costs andreasonable attorney fees in such suit or action, trial, arbitration, interpleader,bankruptcy, hearing or any other judicial proceeding and on appeal taken therefrom.

15

----

8. EntireAgreement. This Guaranty, together with the additional and furtheragreements expressly referred to in this Guaranty, constitutes the entireagreement between the parties relating to the subject matter hereof. There areno other agreements, written or oral, between the parties except as expresslyset forth herein.

This Guarantyexecuted as of June 8, 2007.
| WOODRIDGE HOLDINGS, LLC       |                              |
|-------------------------------|------------------------------|
|                          |                         |
| by:                           |                         |   |   |
|                          | Patrick Terrell, its manager |   |   |
|                          |                         |   |   |
|                          |                         |
| BIG T  INVESTMENTS, LLC       |                         |
|                          |                         |
| by:                           |                         |   |   |
|                          |                         |
|                          |                         |
|                          |                         |   |
| Patrick  Terrell-individually |                         |
|                               |                              |  |  |  |  |  |  |

 

16

----

**EXHIBIT I**

REVERSE EXCHANGEADDENDUM

AMONG:               BIG T INVESTMENTS, LLC (“Big TInvestments”)

AND:                      BIG T-WOODRIDGE, LLC (“BigT-Woodridge”)

AND:                      DECODE CHEMISTRY, INC. (“Tenant”)

Pursuant to theterms of a Lease Agreement between Woodridge Holdings LLC and Big T Investmentsas Landlord and deCODE Chemistry, Inc. as Tenant dated as of June 8, 2007 (the “Lease”),Landlord leased the property located at 2501 W. Davey, Woodridge, Ilinois (the “Property”)to Tenant. The Property is more particularly described in the Lease.

Big T Investmentspurchased of its undivided 52.6786% co-tenancy interest in the Property as anIRC 1031 Reverse Exchange. To accomplish this exchange, the Property waspurchased by Big T-Woodridge, a single member Delaware limited liability company.Initially, the sole member of Big T-Woodridge is First American Exchange Company,LLC, which holds its membership interest pursuant to the terms of an ExchangeAgreement. Big T Investments and Big T-Woodridge have entered into a QualifiedExchange Accommodation Agreement and Big T-Woodridge have entered into a leaseof Big T-Woodridge’s interest in the Property to Big T Investments (the “ExchangeLease”). The Exchange Agreement, the Qualified Exchange Accommodation Agreementand the Exchange Lease, together with the additional agreements referred to thereinare collectively referred to in this Agreement as the “Exchange Agreements.” Pursuantto terms of the Exchange Agreements, all of the economic interests of Big T-Woodridgein the Property have been vested in Big T Investments.

NOW, THEREFORE, inorder to preserve all of Tenant’s interests in the Property under the Lease, itis agreed:

1. Consent toLease. Big T-Woodridge hereby consents to the execution of the Lease by BigT Investments and agrees to be bound by all of the terms and conditions of theLease affecting Landlord as if Big T-Woodridge were a part thereto. To theextent any provision of the Lease requires action by the holder of fee title tothe Property, Big T-Woodridge shall perform such action notwithstanding anyagreement or other matter between Big T Investments and Big T-Woodridge whichmight limit or otherwise excuse Big T-Woodridge from such performance.

2. Terminationof Exchange Lease. If the Exchange Lease terminates for any reason, BigT-Woodridge shall immediately, without further action by any party, succeed toall of the rights of Big T Investments under the terms of the Lease and shallassume all of the obligations of Big T Investments under the terms of theLease. In the event that Big T-Woodridge succeeds to the interest of Big TInvestments under the Lease and there

1

----

exists no default byTenant under the Lease and Tenant has not amended the Lease without Lender’sprior written consent, Big T-Woodridge agrees not to disturb or otherwiseinterfere with Tenant’s possession of the leased premises for the unexpired termof the Lease.

3. Attornment.Upon Big T-Woodridge’s succeeding to Big T Investments’ interests under theLease, Tenant covenants and agrees to attorn to Big T-Woodridge, to recognizeBig T-Woodridge as one of Tenant’s landlords under the Lease, and to be boundby and perform all of the obligations and conditions imposed upon Tenant by theLease.

4. Counterparts.This Agreement may be executed in any number of counterparts, each of whichshall be deemed to be an original but all of which when taken together shallconstitute one agreement. This Agreement shall inure to the benefit of Lender,its successors and assigns and shall be binding upon Tenant and its successorsand assigns. 

This ReverseExchange Addendum signed as of June 8, 2007.
|        | Big T -  Woodridge LLC  |
|--------|-------------------------|
|   |                    |
|   | By:                     |   |   |
|   | Name:                   |   |   |
|   | Title:                  |   |   |
|   |                    |
|   | Big T  Investments, LLC |
|   |                    |
|   | By:                     |   |   |
|   | Name:                   |   |   |
|   | Title:                  |   |   |
|   |                    |
|   |                    |
|   | deCODE  Chemistry, Inc. |
|   |                    |
|   | By:                     |   |   |
|   | Name:                   |   |   |
|   | Title:                  |   |   |
|        |                         |  |  |  |  |  |  |  |  |  |  |

 

2

----