EXHIBIT 10.28 AMENDMENT TO LEASE AGREEMENT DATED DECEMBER 23, 1996 BY AND BETWEEN DOUGLAS KAYE, LESSOR AND GLYKO, INC., LESSEE DATED MARCH 15, 2000 The above referenced lease agreement shall be amended as follows: RENT - ---- Commencing April 1, 2000 section 1, "Rent" of the lease agreement shall be amended as follows: Year 1: $12,100 per month Year 2: $12,700 per month Year 3: $13,300 per month OPTION TO RENEW - --------------- In the event Lessee has not been in default under any of the terms and conditions of this lease Lessee shall have two(2), two(2) year options to renew upon the following term and conditions: Lessee shall give Lessor written notice of Lessee's intent to exercise its option to renew no earlier than twelve(12) months and no later than six(6) months prior to the lease expiration date, and first option to renew period, if exercised. First Option Period Year 4: $13,850 per month Year 5: $14,500 per month Second Option Period, if exercised Rent for the second option period shall be determined as follows: Rent shall be adjusted to the then fair market value for the Premises (the "Fair Market Value"). Fair Market Value is defined as the rent for Comparable Space (office and R&D), in new leases signed directly with the respective lessors, within the previous six(6) months of the exercise of any given option (the "Comparable Leases"). If there have been no leases signed within such time period, then Fair Market Value shall be defined as the rent quoted for Comparable Space (the "Quoted Rent"). The definition of Fair Market Value shall include annual rent adjustments in the Comparable Leases or Quoted Rent. In no event shall the rent for any option period be less than the rent paid by Lessee during the year immediately preceding such option period. All other terms and conditions of the lease shall remain the same unless as indicated herein. Lessor: Glyko, Inc. Lessor: Douglas Kaye By: /s/ R. W. ANDERSON By: /s/ DOUGLAS KAYE ------------------------- -------------------------- Title: Vice President Finance and Title: ------------------------- -------------------------- Administration ------------------------- Date: March 17, 2000 Date: March 22, 2000 ------------------------- --------------------------