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Surrender Agreement

Lease Termination Agreement

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 This Lease Termination Agreement involves

ORCHID CELLMARK INC | 300 CRA, LLC, | Orchid BioSciences, Inc., | Orchid Biocomputer, Inc.,

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Governing Law: New Jersey     Date: 5/24/2006
Industry: Biotechnology and Drugs    

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Exhibit 10.27


THIS SURRENDER AGREEMENT, made the 18th day of January, 2005, between 300 CRA, LLC, having an office at 2 Research Way, Princeton, NJ 08540 (“Landlord”), and Orchid BioSciences, Inc., successor in interest to Orchid Biocomputer, Inc., having an office at 4390 US Route 1, Princeton, N.J. 08540 (“Tenant”).


WHEREAS, Landlord is the present owner of a leasehold interest in certain land and the fee owner of a building thereon, herein referred to a “Building”, and commonly known as 303 College Road East, Plainsboro Township, Middlesex County, New Jersey, 30,894 rentable square feet of which were leased to Tenant by Lease, dated March 6, 1998, made with College Road Associates, Limited Partnership; and

WHEREAS, 300 CRA, LLC is now the Landlord; and

WHEREAS, Orchid BioSciences, Inc., is now the Tenant; and

WHEREAS, the Lease has a termination date of December 31, 2008; and

WHEREAS, Tenant desires to surrender the Lease and the Premises and Landlord is willing to accept such surrender, all upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the mutual receipt and legal sufficiency of which is hereby acknowledged, the parties hereto agree to terminate said Lease on the following terms and conditions:




Effective upon the date when Tenant receives notice in writing (the “Notice”) from Landlord that Landlord has entered into a lease (the “New Lease”) with another tenant (the “New Tenant”) for the Premises, Tenant agrees to surrender possession of the Premises to Landlord on the date provided in the Notice (which date shall be no later than the earliest date the Landlord or New Tenant takes possession of the Premises (including, without limitation, for purposes of fitting out the Premises)) (the “Surrender Date”), with the intent and purpose that effective on the Surrender Date, the said term of the Lease will be wholly merged and extinguished and Tenant will give, grant and surrender to Landlord all of its right, title and interest therein and under the Lease. Anything in this Agreement to the contrary notwithstanding, this Agreement shall terminate and be of no further force and effect if the Surrender Date, if any, has not occurred by June 30, 2005, regardless of whether Notice has been given prior thereto.




Tenant represents, covenants and agrees on behalf of itself, its successors and assigns, that it has not done or suffered and will not do or suffer anything whereby the Lease or the term or estate thereby granted, or the Premises, or any part thereof, or any alterations, decorations, installations, additions and improvements in and to the Premises, or any part thereof, have or will become encumbered in any way whatsoever and that Tenant owns and will own the Lease and has an will have good right to surrender the Premises, and that no one other than Tenant has acquired or will acquire through or under Tenant, any right, title or interest in or to the Lease or the Premises, or any part thereof, or in


or to said alterations, decorations, installations, additions and/or improvements or any part thereof.




Through and including the Surrender Date, Tenant shall continue to pay to Landlord any and all payments, sums or charges due or to become due pursuant to the terms of the Lease. In addition, on or before the Surrender Date, Tenant shall pay to Landlord for such early termination of the Lease an amount equal to one-half of the Rent that remains due to Landlord by Tenant from the Surrender Date through December 31, 2008 plus a surrender settlement fee of $100,000; provided, Tenant may offset from such payment the amount of $115,852.50, which amount is the Security Deposit under the Lease (the net amount to be paid to the Landlord pursuant to this sentence, the “Final Payment�

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