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Exhibit
10.4
ASSIGNMENT AND ASSUMPTION OF
LEASE
WITH LANDLORD’S CONSENT
AND RELEASE
This ASSIGNMENT AND
ASSUMPTION OF LEASE WITH LANDLORD’S CONSENT AND RELEASE
(“Agreement”) made and entered into as of
August 1, 2007, by and among ZFI GROUP, LLC, having a place of
business at 182 Cedar Street, Branford, CT 06405 (hereinafter known
as “Landlord”), CURAGEN CORPORATION, a Connecticut
corporation, having a place of business at 322 East Main Street,
Branford, Connecticut 06405 (hereinafter known as
“Assignor”) and 454 LIFE SCIENCES CORPORATION, a
Delaware Corporation, having a place of business at 16 Commercial
Street, Branford, Connecticut 06405 (hereinafter known as
“Assignee”).
WITNESETH:
WHEREAS, Landlord and
Assignor entered into a certain Lease Agreement dated as of
January 12, 2004 (the “Lease”) with respect to
certain real property with improvements thereon known as 15
Commercial Street Branford, Connecticut (the
“Premises”); and
WHEREAS, Assignor is desirous
of assigning its rights as tenant under the Lease to Assignee;
and
WHEREAS, Assignee is desirous
of assuming the Lease and all obligations, as tenant, arising
thereunder; and
WHEREAS, Assignor is desirous
of being released from any future obligations, as tenant, arising
under the Lease;
NOW THEREFORE, for the
premises set forth above, the promises contained herein and the
consideration of one ($1.00) Dollar and other good and valuable
considerations received to Assignor’s full satisfaction of
Assignee, the parties hereto agree as follows:
1. Capitalized Terms .
Except as otherwise defined herein, any and all defined terms used
herein shall have the meaning set forth in the Lease.
2. Assignment and
Assumption
A. Assignor, as tenant, does
herby sell and assign, without recourse, and set over unto Assignee
all of the Assignor’s rights and obligations under the Lease,
together with all of Assignor’s rights to the leasehold
improvements located therein.
B. Assignee hereby
unconditionally and absolutely assumes and agrees to perform all of
the terms, covenants and conditions of the Lease on the part of the
tenant therein required to be performed.
C. Assignor represents to its
actual knowledge, without independent investigation, that
(a) the Lease is now in full force and effect and has not been
amended
or modified in any material
respect, except as set forth herein; (b) no rent has been paid
for any period commencing after July 31, 2007; and (c) no
default exists by Landlord or Assignor under the Lease.
3. Release . Upon the
full execution of this Agreement, Landlord and Assignee hereby
agree that Assignor is hereby released from any and all obligations
and liabilities arising under the Lease on or after the date of
this Agreement, except for the payment of rent and any other
expenses and costs required to be paid by the Assignee under the
Lease. All obligations and liabilities of Assignor for such
payments required to be paid under the Lease after the date of this
Agreement shall terminate, if not sooner terminated, on
March 31, 2009.
4. Notices . Whenever
notice is required by conditions of the Lease, such notice shall be
given or served in person, or sent by a nationally recognized
overnight carrier, or by registered or certified mail, return
receipt requested, and
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