LEASE SURRENDER AND
TERMINATION AGREEMENT
THIS LEASE SURRENDER AND TERMINATION AGREEMENT
(“Agreement”) is dated as of January 8, 2009, and
is made by and among Cambric Partners, an Arizona general
partnership, herein after referred to as (“Landlord”)
and ImaRx Therapuetics, Inc. a Delaware corporation, herein after
referred to as (“Tenant”).
A. Tenant is a party to that certain Lease
dated December 10, 2007, as amended in Notice of Lease Term
Dates dated January 25, 2008 (collectively the
“Lease”) for the Premises located at 1730 E. River
Road, Suite 200, Tucson, Arizona (the “Premises”).
The capitalized terms used and not otherwise defined herein shall
have the same definition as set forth in the Lease.
B. Landlord and Tenant desire to terminate
the Lease upon the terms and conditions contained in this
agreement.
A. Date. Landlord and Tenant agree
that the Lease shall terminate effective December 31, 2008
(“Termination Date”), on the condition that Tenant
fulfills each and every term and obligation contained herein in a
timely manner. Tenant shall be responsible for Rent and Operating
Costs until the Lease is terminated pursuant to this
Agreement.
B. Surrender of Lease. Effective as
of the Termination Date, Tenant surrenders, forfeits and quitclaims
any and all interest in and to the Lease and the Premises to
Landlord, including without limitation any and all option rights,
Tenant Improvements, and Alterations which Landlord has not
required Tenant to remove pursuant to the terms of the
Lease.
C. Surrender of Premises. Pursuant
to a Notice of Termination of Lease dated November 25, 2008,
Landlord re-entered the Premises and took possession thereof and
since that date Tenant surrendered possession of the Premises to
Landlord in accordance with the Notice of Termination and in the
condition required by the provisions of the Lease.
D. Acceptance. Subject to and
conditioned upon the terms, agreements, and representations herein
contained, Landlord accepts the termination of the Lease as of the
Termination Date.
E. Consideration. As consideration
of Landlord’s acceptance of the foregoing termination, Tenant
hereby agrees to a) remit to Landlord a termination fee of
$75,000.00 no later than January 9, 2009; b) forfeit the
security deposit of $19,433.47 and c) surrender the lease and the
Premises as set forth in Sections III B and C
above.
F. Release. Except as expressly set
forth in this Agreement, Landlord and Tenant, and their respective
officers, directors, shareholders, employees, partners, successors
and assigns, hereby mutually release each other and each of their
respective officers, directors, shareholders, employees, partners,
successors and assigns, from any and all claims, demands, actions,
liabilities and obligations, whether known or unknown, which they
now have or which may hereafter accrue in the future arising prior
to the date of this Agreement under and/or in connection
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