**Exhibit 10.36**

 

**TERMINATION OF LEASE**

 

This Early Termination ofLease is made and entered into this 1st of March, 2004 by and between MIE Properties, Inc., asLandlord and BBI Biotech Research Laboratories, Inc. as Tenant.

 

**RECITALS**

 

This Early Termination ofLease is made with reference to the following facts and objectives:

 

A.            By Lease dated December 1, 1999 (collectivelyreferred to herein as “Lease”), Tenant leased from Landlord and Landlord leasedtoTenant certain real propertyconsisting of approximately 35,560 square feet of area which are commonly knownas 5107 Pegasus Court Suites A-M, Frederick, MD 21704 (the “Premises”).

 

B.            Said Lease was to expire November 30, 2006.

 

C.            Landlord and Tenant entered into a Leasedated as of the date hereof (referred to herein as the “New Lease”),  pursuant to which Tenant leased fromLandlord and Landlord leased to Tenant certain real property consisting ofapproximately 65,160 square feet of area which is commonly known as 8425Progress Drive, Suites A-Y, Frederick, MD 21701. The New Lease shall commenceon August 1, 2004.

 

D.            Tenant desires to terminate the Lease on July31, 2004.

 

NOW, THEREFORE, Landlord andTenant hereby agree as follows:

 

1.                                       Tenant agrees to vacate the Premises on orbefore July 31, 2004. The Lease will terminate on July 31, 2004. Tenant willvacate the Premises by Midnight July 31, 2004. Notwithstanding anything in theLease to the contrary. Tenant shall be permitted to remove all bench work andvacuum insulated piping in the existing repository areas of the Premises. Inaddition to the liquid nitrogen bulk tank, all emergency generators, ATSequipment and paralleling gear located at the Premises.

 

2*.**                                      *Tenant shall be allowed to occupy thePremises for the one month period commencing July 1, 2004 to July 31,2004.  Tenant shall not be responsiblefor any base rent during the one-month period commencing July 1, 2004 andending July 31, 2004.

 

3.             As of August 1, 2004, Tenant shall pay renton the New Premises and all other terms and conditions of the New Lease shall be enforced.

 

4.                                       This Early Termination of Lease is contingentupon Tenant’s ability to use, occupy and enjoy the New Premises as of August 1, 2004, If Tenant is unableto use, occupy and enjoy the New Premises on August 1, 2004, then Tenant shallbe entitled to continue in possession of the Premises on a month-to-month basisuntil such time as Tenant vacates the Premises, subject to the following termsand conditions:

 

a.                                       If Landlord has entered into a written leaseagreement for the Premises with another tenant with a term commencing on orbefore October 1, 2004, and Tenant’s failure to vacate is due to Tenant’snegligence or willful misconduct, or force majeure, then Tenant shall pay 150%of the monthly rental installments under the Lease and all other provisions ofthe Lease shall remain in full force and effect.

 

b.                                      If Landlord has not entered into a**written lease agreement for the Premiseswith another tenant, or if Tenant’s failure to vacate is due to Landlord’snegligence or willful misconduct, then Tenant shall pay the regular monthlyrental installments under the Lease and all other provisions of the Lease shallremain in full force and effect.

 

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5.                                       Notwithstanding anything herein to thecontrary, if the New Lease is terminated by Tenant on or before April 30, 2004,this Early Termination of Lease shall be null and void and the Lease shallcontinue in accordance with its terms.

 

IN WITNESS WHEREOF, Landlordand Tenant have executed this Early Termination of Lease as of the date firstabove written.

 
| **WITNESS:** | **LANDLORD:  MIE Properties, Inc.  as agent for owner** |
|--------------|---------------------------------------------------------|
|         |                                                    |
| By:          | /s/ Jennifer Roschel                                    |   | By: | /s/ Julianne  A. Wagner |   |
|         |                                                    |
|         | Printed Name:                                           | Julianne A.  Wagner |   |
|         |                                                    |
|         | Title:                                                  |   | Partner |   |
|         |                                                    |
|         |                                                    |
| **WITNESS:** | **TENANT:  BBI Biotech Research Laboratories, Inc.**    |
|         |                                                    |
| By:          | /s/ Kristin Pettit                                      |   | By: | /s/ Mark Manak |   |
|         |                                                    |
|         | Printed Name:                                           | Mark Manak |   |
|         | Title:                                                  | Senior Vice  Pres. & General Manager |   |
|              |                                                         |  |  |  |  |  |  |  |  |  |  |  |  |

 

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February        , 2004

 

Mr. Mark Manak

BBI Biotech Research Laboratories5107 Pegasus CourtFrederick, MD 21704

 

RE:          Letter of Understanding for BBI Biotech Research Laboratories locatedat 8425 Progress Drive, Suite A-Y

 

Dear Mark:

 

Whereas, by the Lease datedMarch**1, 2004 (the “Lease”), MIEProperties, Inc (“Landlord”) leased BBI Biotech Research Laboratories(“Tenant”) 65,160 square feet of rentable area located at 8425 Progress Drive,Suites A-Y, Frederick, MD 21701 (the “Premises”);

 

Whereas, said Lease willcommence on August 1, 2004.

 

Now, therefore, in considerationof the mutual covenants of the parties hereto, the parties agree as follows:

 

1)              Tenant shall not be responsible for any baserent payments during the one-month period commencing July 1, 2004 and endingJuly 31, 2004.   During the term of thisLetter of Understanding, unless otherwise provided in this Letter ofUnderstanding, the rights and obligations of the parties shall be governed bythe Lease, which is incorporated in this Letter of Understanding by reference.

 

2)              Tenant shall be responsible to pay allutilities during the one-month period commencing July 1, 2004 and ending July31, 2004.

 

3)              Upon termination of this Letter ofUnderstanding, Tenant shall occupy the Premises pursuant to the Lease.

 

4)              The parties represent to one another that theyhave full power and authority to enter into this Letter of Understanding.

 

In witness, whereof, theparties have caused this Letter of Understanding to be executed and deliveredas of the date of this Letter.

 

 
|   | **WITNESS:**         | **MIE PROPERTIES, INC.**                             |
|--------|----------------------|------------------------------------------------------|
|   |                 |
|   | /s/ Jennifer Roschel |                                                 | BY: | /s/ Julianne  A. Wagner |   |
|   |                 |
|   |                 |
|   | **WITNESS:**         | **TENANT**: BBI Biotech Research Laboratories,  Inc. |
|   |                 |
|   |                 |
|   | /s/ Kristin  Pettit  |                                                 | BY: | /s/ Mark  Manak |   |

 

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February27, 2004

 

Ms. Julianne Wagner

MIE Properties, Inc.

5104 Pegasus Court

Suite A

Frederick, MD 21704

 

Re:                               Lease dated March 1,**2004, by and between MIE Properties, Inc.(“Landlord”) and BBI Biotech Research Laboratories, Inc. (“Tenant”) for thepremises located at 8425 Progress Drive, Suites A-Y, Frederick, Maryland (the“Lease”).

 

Dear Ms. Wagner:

 

Pursuant to theabove-referenced Lease, Tenant has agreed to lease the Premises from Landlordfor a term of 11 years, which term shall commence no later than August 1*,*2004. This letter sets forth our understanding with respect to Tenant’s rightto terminate the Lease on the terms and conditions contained herein.  Capitalized terms used but not definedherein shall have the meanings given such terms in the Lease (including,without limitation, all Exhibits thereto).

 

Notwithstanding anything tothe contrary elsewhere contained herein or in the Lease, provided that Tenantuses commercially reasonable best efforts to obtain the issuance of all permitsrequired for the construction of the Tenant Improvements contemplated in theLease, if any governmental authority fails to issue any such requiredpermit(s), Tenant may, in its sole discretion, by written notice delivered toLandlord on or before the close of business on April 30, 2004, terminate theLease and neither Landlord nor Tenant shall have any further obligation orliability to the other under the Lease or otherwise.

 

In consideration of theforegoing, Tenant is delivering to Landlord (i) a check in the amount of$40,261,00, as the security deposit under and pursuant to the terms of theLease (the “Security Deposit”) and (ii) a check in the amount of $69,739,00(the “Additional Deposit”). If Tenant elects to terminate the Lease inaccordance with the terms of this letter, then, notwithstanding the terms ofthe Lease and the Security Deposit Agreement attached thereto, Landlord shallbe entitled to retain the Security Deposit and the Additional Deposit asagreed-upon liquidated damages and such amounts shall be Landlord’s sole remedyfor Tenant’s termination of the Lease hereunder.

 

If Tenant does not deliver anotice of termination to Landlord on or before the close of business on April30, 2004, then Tenant shall be deemed to have waived its right

 

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to terminatehereunder and the Lease and the Security Deposit Agreement shall continue infull force and effect in accordance with the terms thereof.  In such event, Landlord shall deliver theAdditional Deposit to Tenant no later than May 3, 2004 or, if earlier, twobusiness days after the date on which Tenant delivers written notice toLandlord that Tenant has waived its right to terminate hereunder.  The parties agree that the AdditionalDeposit shall not accrue interest.

 

Noticesrequired or permitted to be given pursuant to this letter shall be given inaccordance with the terms of the Lease.

 
|                                                 | Sincerely,                              |
|------------------------------------------------------|-----------------------------------------|
|                                                 |                                    |
|                                                 |                                    |
|                                                 | BBI Biotech Research Laboratories, Inc. |
|                                                 |                                    |
|                                                 | By:                                     | /s/ Mark Manak |   |
|                                                 |                                    |
|                                                 | Title:                                  | General Manager & Sr. Vice Pres. |   |
|                                                 |                                    |
|                                                 |                                    |
| Agreed to and accepted this 1st  day of March, 2004: |                                    |
|                                                 |                                    |
|                                                 |                                    |
| MIE Properties, Inc.                                 |                                    |
|                                                 |                                    |
| By:                                                  | /s/ Julianne A. Wagner                  |   |
|                                                 |                                    |
| Title:                                               | Partner                                 |   |   |
|                                                      |                                         |  |  |  |  |  |  |  |

 

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