Exhibit 10.3


 


ASSIGNMENT AND ASSUMPTION OF LEASE


 


THIS LEASE ASSIGNMENT
AND ASSUMPTION OF LEASE ("Assignment") is made as of May 1, 2019 (the "Effective Date"), by and between, AVANZA
DEVELOPMENT SERVICES, LLC, a Delaware limited liability company ("Assignor"), and Oriole
Toxicology Services LLC, an Indiana limited liability company (“Assignee”).


 


WHEREAS, Assignor is
presently the holder of the tenant’s interest under that certain Lease Agreement dated December 30, 2009 by and between Rickman
Firstfield Associates ("Landlord"), as landlord, and Avanza Laboratories, LLC (as predecessor in interest to Assignor),
as tenant, as amended by that certain First Amendment to Lease by and between Landlord and Assignor dated December 30, 2012, as
further amended by that certain Second Amendment to Lease by and between Landlord and Assignor dated June 11, 2015 (collectively,
the "Lease").


 


WHEREAS, Assignor desires
to assign the Lease to Assignee, and Assignee desires to accept an assignment of the Lease from Assignor.


 


WHEREAS, Assignor and
Assignee desire to have Landlord consent to such assignment as set forth herein.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:


 


1.           Assignment.
As of the Effective Date, Assignor hereby assigns, conveys, transfers and sets over unto Assignee all of Assignor’s right,
title and interest in, to and under the Lease. Assignor shall defend, indemnify and hold harmless Assignee from and against any
liability, damages, causes of action, expenses, and attorneys' fees incurred by Assignee by reason of the failure of Assignor to
fulfill, perform, discharge, and observe its obligations under the Lease accruing prior to the Effective Date.


 


2.           Assumption.
Assignee hereby assumes and agrees to pay all sums, and perform, fulfill and comply with all covenants and obligations, which are
to be paid, performed, fulfilled and complied with by the tenant under the Lease, from and after the Effective Date. Assignee shall
defend, indemnify and hold harmless Assignor from and against any liability, damages, causes of action, expenses, and attorneys'
fees incurred by Assignor by reason of the failure of Assignee to fulfill, perform, discharge, and observe its obligations under
the Lease first arising on and after the Effective Date.


 


3.           Release
of Assignor and Guaranty. Effective on the Effective Date, Landlord hereby releases Assignor and Guarantor (as defined in the
Lease) from any and all obligations accruing under the Lease at any time on or after the Effective Date. For the avoidance of doubt,
nothing in this Section 3 shall limit or modify Assignor's indemnification obligations set forth in Section 1 of this Assignment.


 


4.           Estoppel.
Assignor and Assignee represent and warrant that, to each of Assignor's and Assignee's respective knowledge: (i) they have no claim
or offsets of any kind against Landlord as of the date of this Assignment, and (ii) they hereby acknowledge Landlord has fully
complied with its obligations under this Lease.


 




    
	Avanza Development Services, LLC.	Lease Assignment and Assumption
	15 Firstfield Road	 
	Gaithersburg, Maryland	Page 1 of 3




     


    

 


5.           Binding
Effect. This Assignment shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors
and assigns.


 


Signature Page Follows


 




    
	Avanza Development Services, LLC.	Lease Assignment and Assumption
	15 Firstfield Road	 
	Gaithersburg, Maryland	Page 2 of 3




     


    

 


IN WITNESS WHEREOF, Assignor and Assignee
have executed this Assignment as of the date set forth above.


 


	WITNESS:	 	ASSIGNOR:
	 	 	 
	 	 	AVANZA DEVELOPMENT SERVICES, LLC
	 	 	 
	/s/ David H.	 	By:	/s/ Michael P. Hollabaugh
	Name:	 	Name:	Michael P. Hollabaugh
	 	 	Title:	Treasurer


 


	WITNESS:	 	ASSIGNEE:
	 	 	 
	 	 	Oriole Toxicology Services LLC,
	 	 	an Indiana limited liability company
	 	 	 
	/s/ Julie A. Spencer	 	By:	/s/ Robert Leasure, Jr.
	Name:	 	Name:	Robert Leasure, Jr.
	 	 	Title:	President


 


CONSENT OF LANDLORD


 


Subject to each of the terms and conditions
of this Assignment and the Lease, Landlord hereby consents to the assignment of the Lease from Assignor to Assignee, including
any lease renewal rights. Nothing herein shall be construed as a waiver by Landlord of the restrictions in the Lease concerning
further assignment, and Assignee expressly agrees not to assign, transfer, convey or hypothecate any interest of Assignee under
the Lease without Landlord’s advance written consent, which consent shall not be unreasonably withheld or delayed. Landlord
further agrees to the release in Section 3 of this Assignment.


 


	WITNESS:	 	LANDLORD:
	 	 	 
	 	 	RICKMAN FIRSTFIELD ASSOCIATES
	 	 	 
	/s/ Brandon Rickman	 	By:	/s/ William M. Rickman
	Name:	 	Name:	William M. Rickman
	 	 	Title:	Managing General Partner


 




    
	Avanza Development Services, LLC.	Lease Assignment and Assumption
	15 Firstfield Road	 
	Gaithersburg, Maryland	Page 3 of 3