This Waiver is made into as of October 5, 2004 (the "Waiver"), by and
between COMERICA BANK ("Bank"), and GENAISSANCE PHARMACEUTICALS
Borrower and Bank are parties to that certain Loan and Security
Agreement dated as of September 30, 2003, as amended by a First Amendment to
Loan and Security Agreement dated as of March 16, 2004 (collectively, the
"Agreement"). At the request of Borrower, Bank desires to waive compliance by
Borrower of a provision of the Agreement, to the extent set forth in this
NOW, THEREFORE, the parties agree as follows:
1. Bank waives compliance by Borrower of Section 6.9 of the Agreement
for the period from August 31, 2004 through October 5, 2004. This is not a
continuing waiver, and Borrower shall comply with such Section from and after
October 6, 2004, and all other provisions of the Agreement.
2. Unless otherwise defined, all initially capitalized terms in this
Waiver shall be as defined in the Agreement. The Agreement, as amended hereby,
shall be and remain in full force and effect in accordance with its respective
terms and hereby is ratified and confirmed in all respects. Except as expressly
set forth herein, the execution, delivery, and performance of this Waiver shall
not operate as a waiver of, or as an amendment of, any right, power, or remedy
of Bank under the Agreement, as in effect prior to the date hereof.
3. Borrower represents and warrants that the representations and
warranties contained in the Agreement are true and correct as of the date of
this Waiver, and that no Event of Default has occurred and is continuing. This
Waiver may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the undersigned have executed this Waiver as of the
first date above written.
By: /s/ Ben D. Kaplan
Title: SVP & CFO
By: /s/ Ron W. Homa
Title: Vice President