Real Estate Mortgage (west Lafayette)

Exhibit 10.16

REAL ESTATE MORTGAGE AND SECURITY AGREEMENT [ FIXTURE FILING ] (West Lafayette) THIS INDENTURE WITNESSETH

that in consideration of the sum of Ten Dollars ($10.00) and other sufficient consideration, receipt whereof is hereby acknowledged,

Bioanalytical Systems, Inc., an Indiana corporation ("Mortgagor") MORTGAGES and WARRANTS to UNION PLANTERS BANK, N.A. a national banking association ("Mortgagee")

the real estate which is described on Exhibit A attached hereto (the "Property"), together with the buildings, structures and other improvements now or hereafter situated on or used in connection therewith, all rights, privileges, interests, easements, tenements, hereditaments and appurtenances thereunto appertaining, all fixtures and appliances (including signs) now or hereafter attached thereto or used in connection therewith, and the rents, issues, income and profits thereof (the Property together with all of the foregoing are referred to herein collectively as the "Mortgaged Property"), and grants to Mortgagee a security interest therein.

Mortgagor further grants to Mortgagee a security interest, mortgage and lien on:

A. All Fixtures (as defined in the Indiana Uniform Commercial Code, as in effect from time to time) and any additions to, substitutions for, changes in or replacements of the whole or any part thereof, including without limitation all wall-safes, built-in furniture and installations, shelving, partitions, vaults, elevators, dumb-waiters, awnings, window shades, venetian blinds, light fixtures, fire hoses and brackets and boxes for the same, fire sprinklers, alarm systems, drapery rods and brackets, screens, water heaters, incinerators, wall coverings, carpeting, linoleum, tile, other floor coverings of whatever description, communication systems, all specifically designed installations and furnishings, store maintenance and other supplies and all other Fixtures, now or at any time hereafter placed upon or used in any way in connection with the ownership, operation or maintenance of the Mortgaged Property or any portion thereof and owned by Mortgagor or in which Mortgagor now has or hereafter acquires an interest and all building materials now or hereafter delivered to the Mortgaged Property and intended to be installed or placed in or about the Mortgaged Property (hereinafter referred to as the "Personal Property"). Notwithstanding the breadth of the foregoing, the Personal Property shall not include: (i) equipment, (ii) personal property which may be owned by lessees or other occupants and their customers or which may be leased by such lessees or other occupants of the Mortgaged Property from third parties, unless such personal property is subsequently acquired by Mortgagor; (iii) material, equipment, tools, machinery or other personal property which is brought upon the Mortgaged Property only for use in construction, maintenance or repair and which is not intended to remain after the completion of such construction, maintenance or repair and which is not necessary for ownership, occupancy or property maintenance of the Mortgaged Property; or (iv) such items of tangible personal property which have not been purchased or installed with the proceeds of the Notes (as hereinafter defined) and with respect to which Mortgagee shall have executed express, written agreements to subordinate Mortgagee's lien or security interest in such tangible personal property.

B. All right, title and interest of Mortgagor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, road, alley or public place, opened, proposed or vacated, by law or otherwise, and all easements and rights-of-way, public or private, tenements, hereditaments, appendages, rights and appurtenances now or hereafter located upon the Mortgaged Property or now or hereafter used in connection with or now or hereafter belonging or appertaining to the Mortgaged Property, all of which shall be included within the definition of "Mortgaged Property".

C. All judgments, settlements and any and all proceeds derived from such hereafter entered or made as a result of or in lieu of taking of the Mortgaged Property, any part thereof, interest therein or any rights appurtenant thereto under the power of eminent domain or purchase in lieu thereof, or for any damages, whether caused by such taking or otherwise, to the Mortgaged Property, including change of grade of streets, curb cuts or other right of access for any public use or purpose under any law.

D. All rents, income, profits, revenues, royalties, bonuses, rights, accounts, contract rights, insurance policies and proceeds thereof, general intangibles and benefits of the Mortgaged Property or the Personal Property or arising from any lease or similar agreement pertaining thereto, and all right, title and interest of Mortgagor in and to all leases of the Mortgaged Property or the Personal Property now or hereafter entered into and all right, title and interest of Mortgagor thereunder, including, without limitation, cash or securities deposited thereunder to secure performance by lessees of their obligations thereunder, whether said cash or securities are to be held until the expiration of the terms of said leases or applied to one or more of the installments of rent coming due immediately prior to the expiration of said terms with the right to receive and apply the same to said indebtedness (the "Rents and Profits").

E. All proceeds from the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims.

F. All contract rights relating to all or any part of the Mortgaged Property, including, but not limited to construction agreements.

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All of the foregoing, together with the Mortgaged Property, are sometimes collectively referred to as the "Collateral."

Reference is hereby made to that certain Loan Agreement made on October 29, 2002 among Mortgagor and BAS Evansville, Inc., an Indiana corporation ("BAS Evansville"), as Borrowers and Mortgagee as Lender (as may be amended from time to time, the "Loan Agreement"). The terms and conditions of such Loan Agreement are incorporated into this Mortgage by this reference.

This Mortgage is made, and the security interest granted herein is granted, to secure the following:

AA. the payment, promptly when due, of all of the loan indebtedness (including interest and reasonable attorneys' fees and costs of collection) now or hereafter arising under the Loan Agreement and the Instruments, as defined therein (whether or not evidenced by promissory notes made pursuant thereto), including without limitation, (1) the Loan (West Lafayette) Promissory Note dated concurrently herewith executed by Mortgagor in the amount of Two Million Two Hundred Fifty Thousand Dollars and No Cents ($2,250,000.00) the last installment of which is due and payable on or before November 1, 2012 (the "Loan (West Lafayette) Note"); (2) the Loan (Mount Vernon) Promissory Note dated concurrently herewith executed by Mortgagor and BAS Evansville in the amount of Two Million Three Hundred Forty Thousand Dollars and No Cents ($2,340,000.00) the last installment of which is due and payable on or before April 1, 2008; and (3) the Term Loan Promissory Note dated concurrently herewith executed by Mortgagor in the amount of Five Million Four Hundred Ten Thousand Dollars and No Cents ($5,410,000.00) the last installment of which is due and payable on or before November 1, 2012, including all extensions, modifications, consolidations, and renewals of each of the foregoing (such promissory notes referred to collectively as the "Notes"),

BB. one or more future advances to Mortgagor and/or BAS Evansville in an aggregate amount not to exceed Ten Million Dollars ($10,000,000) in excess of the original indebtedness evidenced by the Notes, which future advances shall, in each instance, be secured by this Mortgage in accordance with I.C. 32-8-11-9. Such future advances, with interest thereon, shall be secured by this Mortgage, whether made (i) under one or more of the Notes, or (ii) under any substitution, renewal, replacement or modification agreements or notes stating that such agreements or notes are secured by this Mortgage, it being understood by all parties that the advancement of additional funds, as provided for above, remains discretionary with Mortgagee and is not obligatory,

CC. the observance and performance of all other obligations to be observed and performed by Mortgagor under the Loan Agreement, under any agreement or instrument executed pursuant to the Loan Agreement, or under this Mortgage, and

DD. all costs and expenses incurred in the collection and enforcement of the indebtedness and obligations secured hereby, and all costs and expenses incurred in the foreclosure of this Mortgage, including (without limitation) reasonable attorneys' fees, ...