THIS SUBLEASE is made as of November 14, 1997, between PHARMACIA & UPJOHN COMPANY, a
Delaware corporation with an address of 7000 Portage Road, Kalamazoo, Michigan 49001-0199
("Pharmacia"), and METRUM-D, INC., a Delaware corporation with an address of 455 Fourth Avenue, Suite
350, Louisville, Kentucky 40202 ("Metrum-D").
A. Boone/Fetter/Occidential I, a joint venture ("Landlord"), entered into a lease dated January 18, 1988 with
Pharmacia Opthalmics, Inc., the corporate predecessor to Pharmacia, which lease was subsequently amended by
a First Amendment to Lease dated as of September 1, 1988 (as so amended, the "Lease"). Pursuant to the
Lease, Landlord leased the approximately 140,000 square feet of office and manufacturing space and adjacent
parking spaces and parking structure located on the property in the City of Monrovia, County of Los Angeles,
California, more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Leased
B. Pharmacia has heretofore subleased the Leased Premises to Datatape Incorporated ("Datatape") by an
Assignment and Assumption of Lease dated May 8, 1995 (the "Datatape Sublease") and the Datatape Sublease
will be terminated as to the portion of the Leased Premises more particularly described in Exhibit "B" attached
hereto and made a part hereof (the "Premises") simultaneously with the execution and delivery of this Sublease.
C. Pharmacia desires to sublease the Premises to Metrum-D and Metrum- D desires to sublease the Premises
upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, Pharmacia and
Metrum-D covenant and agree as follows:
(a) Effective on the Effective Date, as defined in Section 3(b), through and including January 31, 2004,
Pharmacia subleases to Metrum-D the Premises under the terms and conditions of the Lease as if Pharmacia
were the "Landlord" and Metrum-D the "Tenant