Exhibit 10.2
THIS DEED OF
RELEASE is made the 4 th day
of June Two Thousand and Seven
BETWEEN:
(1)
THE SECRETARY OF STATE FOR TRADE AND INDUSTRY whose
principal office is at 1 Victoria Street, London SW1H 0ET
(“the Secretary of State”);
(2)
TRIPOS DISCOVERY RESEARCH LIMITED (formerly Tripos Receptor
Research Limited) a company incorporated in England and Wales with
company number 02493812 whose registered office is situated at The
Courtyard, High Street, Ascot, Berkshire SL5 7HP (“Tripos
Discovery”);
and
(3)
TRIPOS INC a company incorporated in Utah whose registered
office is situated at 1699 South Hanley Road, St. Louis, Missouri
63144, USA (“Tripos Inc”)
WHEREAS:-
(A)
By grant offer letter (“the Grant Letter”) dated 23
rd
April 2002 the Secretary of State offered, and the Tripos
Discovery accepted, a grant not exceeding £2,400,000 to carry
out the project therein described.
(B)
On 24 th
April 2002 Tripos Inc provided an authorised parental
undertaking and guarantee (“the Guarantee”) that if any
sums became repayable by Tripos Discovery under the terms of the
Grant Letter and Tripos Discovery did not repay on first demand,
Tripos Inc would pay the Secretary of State the amount repayable
together with interest.
(C)
In April 2006 Tripos Discovery alerted the Secretary of State to
the fact that they had made staff redundant and that their
prospects of meeting the project targets were remote.
(D)
Pursuant to the terms of the Grant Letter the Secretary of State is
under no obligation to make further payments to Tripos Discovery,
sums have now become repayable by Tripos Discovery, and sums have
now become payable by Tripos Inc.
(E)
By an agreement dated 15 th May
2007 and made between Tripos Inc and Commonwealth Biotechnologies,
Inc. (“the CBI Agreement”) Tripos Inc has agreed to
dispose of certain shares to Commonwealth Biotechnologies Inc.
(F)
Subject to the completion of the CBI Agreement in accordance with
its terms and to receiving from Tripos Discove
