10.80a
GUARANTY OF
LEASE
FOR V ALUE
RECEIVED, and in consideration for, and as an inducement to
Oxbridge Development at Crown Pointe, L.C., a Maryland limited
liability company, to consent to an assignment by merger of the
lease for space at 610 Professional Drive, Gaithersburg, Md. 20879
dated as of June 22, 2001, as amended September 25, 2001 and as
further amended in January, 2003 (such amendment being signed by
Joseph Angle on behalf of the then tenant on January 21, 2003 and
last initialed by Landlord on January 24, 2003) (the "Lease"), in
which it is "Landlord" to GLA II Corp., a Delaware corporation (to
be renamed TherImmune Research Corporation at the time of the
merger) (“Tenant"), a wholly-owned subsidiary of the
undersigned and successor in interest by merger to TherImmune
Research Corporation, a Maryland corporation, the original tenant
under the Lease, the undersigned, whether one or more, jointly and
severally do hereby unconditionally guarantee to Landlord (i)l the
punctual and full payment of all rents of every kind, additional
rents and all other charges to be paid by Tenant under the Lease
and (ii) the full and timely performance and observance of all the
covenants, conditions, and agreements to be performed and observed
by Tenant under the Lease. The undersigned shall indemnify, defend
and hold harmless Landlord and its affiliates from any loss,
damages or costs (including without limitation, the reasonable fees
of Landlord's attorneys and court costs, but excluding any
indirect, consequential, exemplary or punitive damages) arising out
of any failure to pay the aforesaid rents and other charges or the
failure to perform any of the aforesaid covenants, conditions and
agreements under the Lease, except to the extent arising out of the
negligence or intentional misconduct of Landlord or its agents or
property manager. The undersigned further expressly agree that the
validity of this Lease and the obligations of the undersigned
hereunder shall in no way be terminated, affected or impaired by
reason of any forbearances, settlements or compromises between
Landlord and Tenant or the relief of Tenant from any of Tenant's
obligations under the Lease by operation of law, such as the
rejection or assignment of the Lease in connection with proceedings
under any present or future provision of the federal Bankruptcy
Act, or any similar law or statute of the United States or any
state thereof.
The undersigned
further covenant and agree that this Guaranty of Lease shall be and
remain in full force and effect as to any renewal, modification or
extension of the Lease, whether or not known to or approved by the
undersigned, but this Guaranty shall not remain in effect if the
Tenant's interest in the Lease is assigned, with Landlord's written
consent, to a third party which is not owned and controlled by the
undersigned. In the event of any termination of the Lease by
Landlord, the undersigned's liability hereunder shall not be
terminated, but the undersigned shall be and remain fully liable
for the performance of the Tenant's obligations, if any, under the
Lease. If the undersigned shall, directly or indirectly, advance
.any sums to Tenant, such sums and indebtedness shall be
subordinate in all respects to the amounts then and thereafter due
and owing by Tenant under the Lease.
Wherever
reference is made to the liability of Tenant in the Lease, such
reference shall he deemed likewise to refer to the undersigned,
jointly and severally, with Tenant. The liability of the
undersigned for the obligations of Tenant under the Lease shall be
primary, absolute and unconditional. In any right of action which
shall accrue to Landlord under the Lease, Landlord may, at
Landlord's option, proceed against any one or more of the
undersigned and/or Tenant, jointly or severally, and .may proceed
against any one or more of the undersigned without having demanded
performance of, commenced any action against or having obtained any
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