ESPERION THERAPEUTICS INC/MI
COMMERCIAL SUBLEASE
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>3
<FILENAME>k65890ex10-33.txt
<DESCRIPTION>COMMERCIAL SUBLEASE
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.33

                               COMMERCIAL SUBLEASE

This Sublease is made as of the _22__ day of June 2001 between SWMF Holdings
Corporation, hereinafter called "Landlord", and Esperion Therapeutics, Inc.,
hereinafter called "Tenant".

It is agreed as follows:

              1. ORIGINAL LANDLORD: Landlord, as the tenant, has entered into a
              lease with Western Michigan University (WMU), as the original
              landlord, for the property commonly described as McCracken Hall
              Rooms numbered 5111, 5110, 5090, 5040, 5041, 5042, 5010, 5280,
              5030, and 5070. That Lease Agreement will be referenced in this
              sublease as the "Original Lease".


              2. SUBLEASED PREMISES: Landlord now subleases to Tenant two or
              more of the following rooms numbered 5111, 5110, 5090, 5040, 5041,
              5042, 5010, 5280, 5030 and 5070 (those which are subleased
              becoming the "Subleased Premises") Tenant will be allowed to
              inspect the Subleased Premises at least forty-five (45) days prior
              to occupying the Subleased Premises. On or before October 15,
              2001, Tenant shall advise Landlord in writing as to which of these
              rooms it desires to lease. The parties shall complete Exhibit A at
              that time. Until January 1, 2002, Tenant has the exclusive option
              to rent more of these rooms by providing written notice of same to
              Landlord. If that occurs, the parties shall execute a revised
              Exhibit A. If Tenant does not lease all of the rooms specified
              above by January 1, 2002, then Landlord may offer those unleased
              rooms ("Unleased Rooms") to other prospective tenants, so long as
              Tenant is given a right of first refusal in the manner described
              below.

              As to the Unleased Rooms, if after January 1, 2002, and during the
              term of this Sublease, Landlord should receive a bona fide offer
              to lease one of the Unleased Rooms that is acceptable to it,
              Landlord shall deliver to Tenant a written notice that such an
              offer has been received. The notice shall include a copy of the
              offer.

              Tenant shall have the right and option for a period of ten (10)
              business days after receipt of such notice to elect to rent those
              Unleased Rooms upon the same terms and conditions as stated in the
              bona fide offer which was attached to the notice. Exercise of this
              option shall be by written notice from Tenant to Landlord.

              If Tenant does not elect to exercise this option, then Landlord
              may proceed to rent those Unleased Rooms in accordance with the
              provisions of the bona fide offer and this first right of refusal
              shall terminate as to those Unleased Rooms. However, if Landlord
              does not proceed to rent those Unleased Rooms under such bona fide
              offer, then this first right of refusal will continue as to any
              subsequent bona fide offers.

              3. TERM: The term of this Sublease is one (1) year, commencing on
              the earlier of the date that Tenant takes occupancy of the
              Subleased Premises or October 15, 2001. If Tenant's new space at
              the Business Technology & Research Park (the "New Space") is
              available for occupancy prior to the end of the term of this
              Sublease, then Tenant may terminate this Sublease early, by
              submitting a written notice of its intent to do so to Landlord,
              not less than thirty (30) days prior to its anticipated
              termination date. In addition, Tenant has the option to renew this
              Sublease for four (4) additional six (6) month terms, the first of
              which shall commence immediately after the end of the original
              term of this Sublease, (the "Additional Terms"). Tenant will be
              granted extra Additional Terms if the New Space is not available
              sixty (60) days prior to the end of the fourth Additional Term.
              Notice of intent to exercise the option to renew shall be given by
              Tenant to Landlord at least sixty (60) days prior to the end


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              of the original term, as to the first renewal option and at least
              thirty (30) days prior to the end of the first renewal term as to
              the second renewal option. The rent during the Additional Terms
              will be the same as the rent specified in Section 4 of this
              Sublease.

              4. RENT: Tenant shall pay to Landlord monthly rent of Twelve and
              50/100 Dollars ($12.50) per square foot, which is broken down into
              base rent of Ten and 00/100 Dollars ($10.00) per square ft. of
              subleased space, and Two and 50/100 Dollars ($2.50) per square ft.
              of subleased space for services including, but not limited to,
              Tenant's portion of operating and maintenance expenses. The total
              rent will be calculated with respect to the Subleased Premises'
              floor space on Exhibit A, attached to this Sublease. The first
              installment of rent shall be due the earlier of thirty (30) days
              from the date that the Tenant took occupancy of the Subleased
              Premises or October 15, 2001, and shall continue on the same day
              of each month thereafter throughout the original lease term and
              any Additional Terms.

              5. COMPANY EMPLOYEE LEVEL: Tenant has agreed to make a good-faith
              effort to hire at least five research/research management and
              maintenance employees by January 1, 2002.

              6. FURNISHINGS AND SUPPLIES: Tenant agrees to provide its own
              furniture, supplies, and equipment for its offices and labs.

              7. INTERNSHIPS AND RESEARCH OPPORTUNITIES: Tenant will make a good
              faith effort to, make internship and research opportunities
              available to WMU faculty, staff, and students.

              8. WMU PRIVILEGES: Tenant's employees will have regular WMU
              staff/faculty privileges, including, but not limited to, WMU
              computer database access, library access, phone service, keys to
              McCracken Hall and to Subleased Premises, parking, and health
              center access.

              9. SIGNAGE: WMU has allowed outside signs, in accordance with
              paragraph 12 of the original lease agreement, at the cost of the
              Tenant, subject to WMU and Landlord approval.

              10. EMPLOYEE PARKING: In accordance with Paragraph 3 of the
              Original Lease Agreement, WMU shall make available for purchase by
              Landlord, at the same cost that applies to Faculty/Staff employees
              of WMU, three (3) parking spaces for Landlord non-student
              employees, guest, and invitees in Parking Lot Number 28, located
              adjacent to McCracken Hall and Waldo Library. Landlord shall make
              available 15 (fifteen) additional Faculty/Staff permits for use by
              Tenant for use in accordance with WMU's regular parking rules and
              regulations. The 15 additional spaces shall not be for any
              dedicated lot or spaces. Landlord hereby grants to Tenant, its
              employees, agents, contractors, and invitees, the right of
              vehicular ingress and egress on the campus of WMU subject to all
              rules and regulations established by WMU for parking and traffic
              control; application of such rules and regulations shall be
              non-discriminatory. WMU student employees will be required to
              purchase a student parking sticker like all other on-campus
              student employees.

              11. RESTRICTION ON USE: The Subleased Premises shall be used
              solely for the purpose of scientific research and other related
              activities. The Subleased Premises shall not be used for any other
              purpose without the prior written consent of Landlord. Tenant
              shall not use the Subleased Premises in any manner that is in
              violation of any federal, state, or local law, ordinance or
              regulation.

              12. PHONE AND MAIL SERVICE: Tenant shall pay for all costs of long
              distance telephone, which shall be itemized and presented to
              Tenant on a regular basis. Tenant shall pay for cost of


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              any independent data lines installed. WMU shall provide mail
              delivery service to Tenant in accordance with its standard
              practice.

              13. BIOHAZARD MATERIALS DISPOSAL POLICY: Tenant shall consult with
              WMU's Manager of Environmental Health and Safety with regard to
              the proper disposal of all biohazardous, toxic, radioactive or
              other material not of a common nature. Tenant further agrees that
              it will comply with all of WMU's policies, rules and procedures,
              including, but not limited to, policies relating to the storage,
              use and handling of hazardous materials, including but not limited
              to radioactive materials, pathogens, toxins, recombinant DNA, or
              blood borne pathogens.

              Tenant agrees to conduct its operations in compliance with all
              federal and state regulations relating to the use of such
              materials, including but not limited to those rules, regulations
              and procedures promulgated by the Occupational Safety and Health
              Administration, the Michigan Occupational Safety and Health
              Administration, Michigan Department of Environmental Quality, the
              Nuclear Regulatory Commission, the Environmental Protection Agency
              the Center for Disease Control, Drug Enforcement Agency and the
              National Institutes of Health and the National Science Foundation.
              Tenant further agrees that any person, firm or entity to which
              Tenant subleases any of the Subleased Premises shall execute an
              agreement in substantial compliance with this paragraph.

              Before any biohazardous, radioactive, recombinant DNA, toxic,
              blood borne pathogen, infectious, or other non-common material is
              brought onto the Subleased Premises, Tenant, and any entity
              occupying the Subleased Premises pursuant to a sublease, shall
              notify the Manager of Environmental Health and Safety for WMU
              (said office being currently occupied by Dr. Pat Holton) regarding
              the quantity, nature, and use of the material and complete the WMU
              form and said use of the material on the Subleased Premises shall
              be subject to the approval of the Manager of Environment Health
              and Safety for WMU, which approval shall not be unreasonably
              withheld.

              In addition, with regard to any radioactive material, Tenant, and
              any entity occupying the Subleased Premises pursuant to a
              sublease, shall notify and consult with WMU's Radiation Safety
              Officer (said office being currently occupied by James F. Center)
              regarding the use, handling and disposal of all such waste and the
              use of such material shall be subject to the approval of both the
              Manager of Environment Health and Safety for WMU and the Radiation
              Safety Office, said approval shall not be unreasonably withheld.

              14. COMMON AREAS: Tenant shall be entitled to use, in common with
              others, the common areas associated with the Subleased Premises,
              including sidewalks, entryways, elevators, parking areas and
              restrooms. The use of such common areas shall be subject to the
              exclusive control and management of WMU and to such rules and such
              regulations as WMU may, from time to time, issue.

              15. MAINTENANCE AND REPAIR: WMU shall keep the foundation, outer
              walls, windows, roof and structural components of the building of
              which the Subleased Premises are a part in good repair. WMU shall
              also be responsible for all necessary maintenance and repair to
              the mechanical systems of the building, including heating and air
              conditioning equipment.

              Both parties to this Sublease understand that McCracken is an
              older facility. Therefore, Landlord makes no warranties regarding
              the structural or mechanical systems of the Subleased Premises,
              and the two parties agree to use good faith in allocating
              financial responsibilities in the event that the structural or
              mechanical systems require replacement or break-down completely.
              WMU has put Landlord on notice that, in particular, the air
              conditioning compressor may fail. Landlord agrees that if they
              fail, Landlord will be



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              responsible for the purchase and installation of window air
              conditioners in the Subleased Premises, at its expense, subject to
              WMU's Director or Physical Plants approval.

              Tenant is responsible for the day-to-day maintenance of the fume
              hoods and cold rooms. If Tenant believes that any fume hoods or
              cold rooms require major repair or replacement, it shall provide
              Landlord with written notice of same, which notice shall include a
              copy of a repair or replacement quote. Landlord shall have three
              (3) days to object to the repair or replacement. If Landlord fails
              to deliver a written objection to Tenant within these three (3)
              days, then Tenant may accomplish the repair or replacement in
              accordance with the quote, at its own expense. If Tenant so
              repairs or replaces any fume hoods or cold rooms at its own
              expense, then Tenant shall be entitled to deduct the cost of same
              (but not more than the amount set forth in said quote) from the
              next rent installment(s). Tenant shall regularly inspect the fume
              hoods, cold rooms and other features, including but not limited to
              other safety features of the Subleased Premises, and notify either
              Landlord or WMU of any repairs which are the responsibility of
              Landlord or WMU; provided, Landlord shall not be called upon to
              make any repairs of any kind upon the Subleased Premises except as
              required under the terms of the Original Lease agreement

              Notwithstanding the foregoing, Tenant shall be responsible for any
              such repairs caused by the acts or negligence of Tenant, its
              agents, employees, invitees, guests or licensees, and in this
              instance shall not receive a rent credit. Tenant shall be
              responsible for maintenance, repair and replacement of all
              interior walls, doors, glass, carpet and flooring, and window
              treatments. Except for the obligations of Landlord set forth
              herein, Tenant shall keep and maintain (including all necessary
              repairs and replacements) the Subleased Premises and every part
              thereof and any alterations and additions to the Subleased
              Premises in good order, condition and repair, and clean and free
              from trash, rubbish and noxious odors. If Landlord reasonably
              determines any unperformed cleaning, maintenance, repairs or
              replacements of Tenant necessary, it may demand that Tenant make
              the same. If Tenant refuses or neglects to do so with reasonable
              dispatch, Landlord may, at Tenant's expense, make or cause such
              reasonable cleaning, maintenance, repairs or replacements to be
              made and shall not be responsible to Tenant for any loss or damage
              that may accrue to Tenant's property or business by reason
              thereof. At the expiration of the term of this Sublease, and any
              extensions, Tenant shall return the Subleased Premises to Landlord
              in as clean and good condition as when taken by Tenant, subject to
              reasonable wear and tear.

              16. IMPROVEMENTS, ADDITIONS AND ALTERATIONS: Tenant shall not make
              any additions, improvements and alterations to the Subleased
              Premises without the prior written consent of Landlord, which may
              not be unreasonably withheld. All alterations, additions,
              improvements and fixtures which may be made or installed by Tenant
              upon the Subleased Premises shall be removed by Tenant at the
              termination of this Sublease and Tenant shall repair any damage to
              the Subleased Premises caused by such removal at Tenant's expense.
              Costs incurred for future improvements of Subleased Premises will
              be the responsibility of Tenant.

              17. TAXES: WMU shall be responsible for payment of the real estate
              taxes on the Subleased Premises. WMU shall also pay any
              installments or special assessments levied against the Subleased
              Premises and coming due during the term of this Sublease, or any
              extensions. Tenant shall pay all personal property taxes levied
              against any equipment or personal property in the possession of
              Tenant and contained in or on the Subleased Premises.

              18. INSURANCE AND INDEMNITY:

              A. COVENANT TO HOLD HARMLESS: Landlord shall be defended and held
              harmless by Tenant from any liability for damages or injury to the
              Subleased Premises and to any person or any


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              property in or upon the Subleased Premises or the common areas,
              including the person and property of Tenant, and its employees and
              all persons in the building at its or their invitation, including
              anyone holding as a Tenant or sublessee of Tenant or with their
              consent except damages or injury caused by the gross negligence or
              willful misconduct of Landlord. Tenant specifically agrees to hold
              harmless the Landlord from any and all claims, causes of actions
              and demands whether in law or in equity which arise in any fashion
              whatsoever from Tenant's (or any person or entity holding as a
              sublessee or by agreement with Tenant) use, storage, possession or
              control of any hazardous non-common material such as but not
              limited to radioactive or bio-hazardous materials. All property
              kept, stored or maintained in the Subleased Premises shall be so
              kept, stored or maintained at the risk of Tenant only. Tenant
              shall not suffer or give cause for the filing of any lien against
              the Subleased Premises. Landlord and Tenant shall hold each other
              harmless from any liability or damages to any person or property
              in any common areas of the Subleased Premises on account of the
              gross negligence or willful misconduct of the other party or its
              employees, agents or invitees.

              B. FIRE AND CASUALTY: WMU shall be responsible for obtaining and
              maintaining a policy of fire and casualty insurance with extended
              coverage provisions applicable to the Subleased Premises in the
              amount reasonably determined by Landlord. Tenant shall be
              responsible for obtaining a policy of fire and casualty insurance
              protecting Tenant against loss or damage to Tenant's furnishings,
              fixtures, equipment and personal property in or on the Subleased
              Premises. Upon request, Landlord shall provide evidence of its
              insurance coverage to Tenant.

              C. TENANT'S OBLIGATION TO CARRY PUBLIC LIABILITY INSURANCE: Tenant
              shall keep, during the entire term hereof, in full force and
              effect a policy of public liability insurance with respect to the
              Subleased Premises and the business operated by Tenant in the
              Subleased Premises, and in which the limits of liability shall not
              be less than $1,000,000 single limit coverage, or such greater
              amount as reasonably determined by Landlord from time to time,
              naming Landlord and WMU as additional insureds. Tenant may obtain
              such insurance coverage under any blanket or umbrella policy
              secured by Tenant or under a separate policy therefore. Tenant
              shall furnish Landlord with a certificate or certificates of
              insurance or other acceptable evidence that such insurance is in
              force at all times during the tenancy of this Sublease. All
              policies relating to the Subleased Premises shall contain a
              provision that the policy shall not be modified or canceled unless
              the insurer first gives Landlord at least thirty (30) days prior
              written notice.

              D. WAIVER OF SUBROGATION RIGHTS UNDER INSURANCE POLICIES: Landlord
              and Tenant hereby waive all rights of recovery which either might
              otherwise have against the other, and its officers, partners,
              agents, employees, invitees, guests, or licensees, for any damage
              to their property which is covered by a policy of insurance,
              notwithstanding that such damage may result from the negligence or
              fault of one of them, or its officers, partners, agents,
              employees, invitees, guests, or licensees; provided, however, that
              this waiver shall be effective only with respect to losses or
              damages occurring where this waiver will not affect the right of
              the insured to recover under the applicable policy of insurance.
              The parties agree to acquire policies of insurance containing
              standard waiver of subrogation clauses or endorsements so long as
              such clauses or endorsements are generally available in the
              insurance industry.

              19. CONDUCT: Tenant shall not cause or permit any unreasonable
              conduct to take place within the Subleased Premises which in any
              way may disturb or annoy other occupants of the building in which
              the Subleased Premises are located, or adjacent buildings.


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              20. ACCESS TO SUBLEASED PREMISES: Landlord and WMU shall have the
              right to enter upon the Subleased Premises at all reasonable hours
              and upon reasonable notice for the purpose of inspecting the
              Subleased Premises.

              21. CONDEMNATION: In the event a part of the Subleased Premises
              shall be taken under the power of eminent domain by any legally
              constituted authority, and there remains a sufficient amount of
              space to permit Tenant to carry on its business in a manner
              comparable to that which it has become accustomed, then this
              Sublease shall continue, but the obligation to pay rent on the
              part of Tenant shall be reduced in an amount proportionate to the
              square footage of the entire Subleased Premises relative to the
              square footage taken by such condemnation. In the event all of the
              Subleased Premises shall be taken, or so much of the Subleased
              Premises taken that it is not feasible to continue a reasonably
              satisfactory operation of the business of Tenant, then Tenant
              shall have the option of terminating this Sublease. Such
              termination shall be without prejudice to the rights of either
              Landlord or Tenant to recover compensation from the condemning
              authority for any loss or damage caused by such condemnation.
              Neither Landlord nor Tenant shall have any right in or to any
              award made to the other by the condemning authority.

              22. DESTRUCTION: In the event the Subleased Premises are damaged
              by fire or other casualty (i) WMU may elect to make repairs or
              rebuild in its sole discretion and this Sublease shall continue in
              full force and effect, or (ii) WMU may, in its sole discretion,
              elect to terminate the original lease, and thus this Sublease, and
              give written notice thereof to Tenant. Until such repairs are
              completed, the rent and other amounts payable hereunder shall be
              abated in proportion to the area of the Subleased Premises that is
              rendered unusable by Tenant in the conduct of its business. In the
              event the repair of the facility shall take longer than 20
              calendar days, Tenant shall have the right to terminate this
              Sublease.


              23. BANKRUPTCY OR INSOLVENCY: Neither this Sublease nor any
              interest therein, nor any estate thereby created, shall pass to
              any trustee or receiver or assignee for the benefit of creditors
              or otherwise by operation of law. In the event the estate created
              hereby shall be taken in execution or by other process of law, or
              if Tenant shall be adjudicated insolvent or bankrupt pursuant to
              the provisions of any state or federal insolvency or bankruptcy
              act, or if a receiver or trustee of the property of Tenant shall
              be appointed by reason of Tenant's insolvency or inability to pay
              its debts, or if any assignment shall be made of Tenant's property
              for the benefit of creditors, then and in any such event, Landlord
              may terminate, at its option, this Sublease and all rights of
              Tenant hereunder, by giving to Tenant notice in writing of the
              election of Landlord to so terminate.

              24. ASSIGNMENT AND SUBLETTING: Tenant may not assign this Sublease
              without Landlord's prior written consent, except to a successor to
              its business or substantially all of its assets. In that event,
              Landlord must first review and approve the potential successor's
              financial standing. The Landlord's consent or approval shall not
              be unreasonably withheld.

              25. DEFAULT OF TENANT: Tenant shall be deemed to be in default
              under this Sublease upon occurrence of any of the following
              events: (a) any failure of Tenant to pay any rental installment
              due hereunder within thirty (30) days after the same shall be due,
              or (b) any failure of Tenant to perform any other of the terms,
              conditions or covenants of this Sublease for more than thirty (30)
              days after written notice of such default shall have been received
              by Tenant (unless such default requires work to be performed, acts
              to be done or conditions to be remedied which by their nature
              cannot be performed, done or remedied, as the case may be, within
              such thirty (30) day period and Tenant shall commence the same
              within such thirty


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              (30) day period and thereafter shall continuously process the same
              to completion, in good faith), or (c) if Tenant shall abandon the
              Subleased Premises, or suffer this Sublease to be taken under any
              writ of execution.

              26. REMEDIES UPON DEFAULT: Upon the occurrence of any of the
              events of default described in Paragraph 25 of this sublease,
              Tenant shall be deemed to be in default of this Sublease and
              Landlord may, at its option, without notice or demand of any kind
              to Tenant or any other person, have any one or more of the
              following described remedies in addition to all other rights and
              remedies provided at law or in equity:

                           (a) Terminate this Sublease, repossess the Subleased
                      Premises and be entitled to recover immediately, as
                      liquidated agreed final damages, in lieu of any further
                      deficiencies, the total Rent to be paid by Tenant during
                      the balance of the Term of this Sublease, less the fair
                      rental value of the Subleased Premises for said period,
                      together with any other sum of money owed by Tenant to
                      Landlord.

                           (b) Terminate Tenant's right of possession and
                      repossess the Subleased Premises without demand or notice
                      of any kind to Tenant and without terminating this
                      Sublease, in which case Landlord shall attempt to relet
                      the Subleased Premises for such rent and upon such terms
                      as shall be satisfactory to Landlord. For the purposes of
                      such reletting, Landlord may make such repairs,
                      alterations, additions, or physical changes in or to the
                      Subleased Premises as may be necessary or convenient. If
                      Landlord shall be unable to relet the Subleased Premises,
                      then Tenant shall pay to Landlord as damages the total
                      Rent to be paid by Tenant during the balance of the Term
                      of this Sublease that shall be immediately due and payable
                      from Tenant to Landlord upon demand. If the Subleased
                      Premises are relet and a sufficient sum shall not be
                      realized from the reletting, after payment of all costs
                      and expenses of such repairs, alterations, additions, or
                      physical changes and the expense of such reletting and the
                      collection of rent occurring therefrom, to satisfy the
                      Rent herein provided to be paid during the remainder of
                      the Term, Tenant shall satisfy and pay any such deficiency
                      upon demand. Tenant agrees that Landlord may file suit to
                      recover any sums falling due under the terms of this
                      paragraph from time to time and that any suit or recovery
                      of any portion due Landlord hereunder shall be no defense
                      to any subsequent action brought for any amount not
                      theretofore reduced to judgment in favor of Landlord.

                           (c) Landlord's rights, remedies and benefits provided
                      by this Sublease shall be cumulative and shall not be
                      exclusive of any other rights, remedies and benefits
                      allowed by law.

              Upon reentry, Landlord may remove all persons and property from
              the Subleased Premises and such property may be removed and stored
              in a public warehouse or elsewhere at the cost of, and for the
              account of Tenant.

              27. QUIET ENJOYMENT: Upon payment by Tenant of the rents herein
              provided, and upon the observance and performance of all the
              covenants, terms and conditions on Tenant's part to be observed
              and performed, Tenant shall peaceably and quietly hold and enjoy
              the Subleased Premises for the term hereof without hindrance or
              interruption by Landlord or any other person or persons lawfully
              or equitably claiming by, through or under Landlord, subject,
              nevertheless, to the terms and conditions of this Sublease.

              28. WAIVER: One or more waivers of any covenant or condition by
              Landlord shall not be construed as a waiver of a subsequent breach
              of the same covenant or conditions, and the


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              consent or approval by Landlord to or of any act of Tenant
              requiring Landlord's consent or approval shall not be deemed to
              waive or render unnecessary Landlord's consent or approval to or
              of any subsequent similar act by Tenant.

              29. NOTICES: All notices, demands and requests required or
              permitted to be given under the provisions of this Agreement shall
              be in writing and shall be deemed given: (a) when personally
              delivered to the party to be given such notice or other
              communication; (b) on the business day that such notice or other
              communication is sent by facsimile or similar electronic device,
              fully prepaid, which facsimile or similar electronic communication
              shall promptly be confirmed by written notice; (c) on the third
              business day following the date of deposit in the United States
              mail if such notice or other communication is sent by certified or
              registered mail with return receipt requested and postage thereon
              fully prepaid; or (d) on the business day following the day such
              notice or other communication is sent by reputable overnight
              courier, to the address set forth below or to such other address
              as the parties may designate in writing:

                       Landlord:  Barry Broome, President & CEO
                       SOUTHWEST MICHIGAN INNOVATION CENTER
                       346 W. Michigan Ave.
                       Kalamazoo, MI  49007

                       Tenant:   Roger Newton, President & CEO
                       ESPERION THERAPEUTICS
                       3621 S. State St.
                       695 KMS Place
                       Ann Arbor, MI  48108

                  With copy to General Counsel at fax 734-995-1691

              30. CONSTRUCTION: Nothing contained herein shall be deemed or
              construed by the parties hereto, nor by any third party, as
              creating the relationship of principal and agent or partnership or
              of joint venture between the parties hereto, it being understood
              and agreed that neither the method of computation of rent, nor any
              other provision contained herein, nor any acts of the parties
              herein, shall be deemed to create any relationship other than
              Landlord and Tenant. Whenever herein the singular number is used,
              the same shall include the plural, and the masculine gender shall
              include the feminine and neuter genders.

              31. PARTIAL INVALIDITY: If any term, covenant or condition of this
              Sublease or the application thereof to any person or circumstances
              shall, to any extent, be invalid or unenforceable, the remainder
              of this Sublease, or the application of such term, covenant or
              condition to persons or circumstances other than those as to which
              it is held invalid or unenforceable, shall not be affected
              thereby.

              32. HOLDING OVER: Any holding over after the expiration of the
              term hereof, with or without the consent of Landlord, shall be
              construed to be a tenancy for month-to-month at the rents herein
              specified (prorated on a monthly basis) and shall otherwise be on
              the terms and conditions herein specified so far as applicable.

              33. SUCCESSORS: This Sublease shall be binding upon and inure to
              the benefit of Landlord and Tenant and their respective
              successors, assigns, guardians, heirs and legal representatives.
              If there is more than one Tenant, they shall each be bound jointly
              and severally by the terms, covenants and agreements herein.

              34. ACCORD AND SATISFACTION: No payment by Tenant or receipt by
              Landlord of a lesser amount than the monthly rent herein
              stipulated shall be deemed to be other than on account



<PAGE>

              of the earliest stipulated rent, nor shall any endorsement or
              statement on any check or any letter accompanying any check or
              payment as rent be deemed an accord and satisfaction, and Landlord
              shall accept such check or payment without prejudice to Landlord's
              right to recover the balance of such rent or to pursue any other
              remedy provided in this Sublease.

              35. ENTIRE AGREEMENT AND AMENDMENT: This Sublease contains the
              entire agreement with respect to the matters described herein and
              is a complete and exclusive statement of the terms thereof and
              supersedes all previous agreements with respect to such matters.
              This Sublease may not be altered or modified except by a writing
              signed by Landlord and Tenant.


IN WITNESS WHEREOF, the parties have executed this Agreement and caused it to be
effective as of the day and year first set forth above.


Signed on 7-13, 2001                        Signed on June 22, 2001
          ----                                        -------

Tenant: ESPERION THERAPEUTICS, INC.         Landlord:  SWMF HOLDINGS CORPORATION

Name:    /s/ Timothy M. Mayleben            Name:    /s/ Barry Broome
     ---------------------------                 -------------------------------

Title: Vice President, Finance              Title:  CEO
      ------------------------------              ------------------------------










</TEXT>
</DOCUMENT>
