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EXHIBIT 10.64
ASSIGNMENT, ASSUMPTION AND CONSENT
SECTION I: ASSIGNMENT OF LEASE
For valuable consideration, the receipt and adequacy of which are
hereby
acknowledged, the undersigned, THE
KRIEGSMAN CAPITAL GROUP, LLC, a California
limited liability company ("Assignor"),
hereby assigns and transfers to CytRx
CORPORATION, a Delaware corporation
("Assignee"), all of Assignor's right,
title and interest in and under that
certain Office Lease dated April 13, 2000
(the "Lease"), between DOUGLAS EMMETT JOINT
VENTURE, a California general
partnership, as Landlord, and Assignor, as
Tenant, covering that certain space
more commonly known as Suite 650 (the
"Premises"), located at 11726 San Vicente
Boulevard, Los Angeles, California 90049
(the "Building"), as more particularly
described in the Lease.
This Assignment is made pursuant to the provisions of Article 11 of
the
Lease and in connection therewith the
undersigned:
a) Agrees the effectiveness of this Assignment and the Assumption
of
Lease provided for herein are subject to the consent of Landlord,
which
consent is predicated upon satisfaction of the conditions set forth
in
Section 3 of this instrument.
b) Agrees that Assignor and Guarantor shall continue to remain
personally liable for the payment of all amounts payable by the
Tenant
and the performance of all obligations of the Tenant pursuant to
the
Lease, subject to the terms of Article 24 of the Lease. In the
event
Assignee shall hold over, enter into a new lease or modification of
the
existing lease, Assignor and Guarantor shall be released from
Assignor's
and Guarantor's personal liability for any of the obligations of
the
Tenant under the Lease as of such date.
c) Warrants that, as of the Effective Date specified below, there
will
be no uncured default on the part of Assignor pursuant to the
Lease, and
agrees to indemnify and defend Assignee against any claims arising
out
of such a claimed default.
d) Acknowledges that Assignor has read the disclaimer set forth
in
Section 4 and the general provisions set forth in Section 5 of
this
instrument and executes this instrument with full knowledge and
acceptance of such sections, both of which are incorporated
herein.
This Assignment shall be effective as of
July 1, 2003 (the "Effective Date").
SECTION 2: ASSUMPTION OF LEASE
Assignee hereby accepts the foregoing assignment and assumes and
agrees
to be bound by and perform all obligations
of the Tenant pursuant to the Lease
arising on or after the Effective Date and
to abide by all of the terms,
provisions, covenants and conditions of the
Lease, including but not limited to
those providing for the payment of Rent,
Additional Rent and other charges. The
undersigned acknowledges and agrees
that:
a) It has
inspected the Premises and the Building and has received
and read a copy of the Lease and is assuming the obligations of
Tenant pursuant to the Lease based upon its own independent
investigation, and not upon any statements or representations
made by or on behalf of the Landlord.
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b) In
connection with this transaction, no person has had any
authority to make any representations on behalf of Landlord
concerning the Premises and/or the Building and such
representations, if any, have not been relied upon by the
undersigned.
c) The
effectiveness of this Assumption and the Assignment of Lease
provided for herein are subject to the consent of Landlord,
which consent is predicated upon satisfaction of the conditions
set forth in Section 3 of this instrument.
d) There may
be no further assignment or transfer of the Lease or
subletting of the Premises, or any portion thereof.
e) There may
be no change in the use of the Premises, except that
Landlord shall permit Assignee to use the Premises as an
administrative office for a pharmaceutical company, and there
shall be no remodeling of or alterations to the Premises
without, in each instance, the prior written consent of
Landlord
and in conformance with the terms of the Lease.
f) Assignee's
use of the Premises shall not conflict with other
exclusive use provisions in current leases ( or with exclusive
use provisions in future leases, which do not, when made,
conflict with Assignee's actual and specifically permitted use
of the Premises).
g) If
Assignee defaults in payment or performance of any Tenant
obligation accruing after the Effective Date, Assignee shall
inde
