Exhibit 10.1
LEASE TERMINATION
AGREEMENT
THIS LEASE TERMINATION AGREEMENT
(“ Agreement ”) made and entered into this
31 st day of March, 2005 (the “
Effective Date ”) by and between THE HANKIN GROUP, a
Pennsylvania general partnership (hereinafter called “
Landlord ”), and VIROPHARMA INCORPORATED, a
Pennsylvania corporation (hereinafter called “ Tenant
”).
BACKGROUND
:
A. Landlord and Tenant have entered
into a certain Lease For Combination Office/Warehouse Space at
Eagleview Corporate Center dated July 21, 1997 (the “
Lease ”) with respect to the building located at 405
Eagleview Boulevard, Uwchlan Township, Pennsylvania, as more
particularly described in the Lease (the “ Premises
”).
B. The Initial Term of the Lease
expires March 31, 2008.
C. Tenant has vacated the Premises
and Landlord now desires to execute a new lease (the
“Isolagen Lease”) with Isolagen, Inc.
(“Isolagen”).
D. Landlord and Tenant desire to
enter into this Agreement to provide for a termination of the Lease
upon the terms set forth below.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, Landlord
and Tenant hereby agree as follows:
1. Defined Terms . All
capitalized terms used in this Agreement which are not otherwise
defined shall have the same meanings ascribed to such terms in the
Lease.
2. Lease Terminated
.
The Initial Term of the Lease shall
expire on March 31, 2005 (the “ Lease Termination Date
”) as though such date were the date originally set forth in
the Lease as its expiration date, and any renewal or extension
options shall be null and void. No later than the Lease Termination
Date, Tenant shall vacate and surrender the Premises to Landlord in
accordance with Section 16 of the Lease in a broom clean condition
free of its personal property, provided, however, Tenant shall not
be required to remove any Tenant Alterations presently installed in
the Premises but shall be allowed to remove all signs located at or
about the Leased Space.
3. Representations and
Warranties .
(a) Landlord represents and warrants
to Tenant that Landlord has not assigned its interest in the Lease
and that Landlord has the full power and authority to enter into
this Agreement and to perform its obligations hereunder without the
authorization or consent of any person or entity which has not
already been obtained.
(b) Tenant represents and warrants
to Landlord that Tenant has not assigned or sublet its interest in
the Lease and that it has the full power and authority to enter
into this Agreement and to perform its obligations hereunder
without the consent or approval of any other person or entity which
has not already been obtained.
4. Releases .
(a) Effective as of the Lease
Termination Date, Landlord does hereby remise, release and forever
discharge Tenant, its successors and assigns, from all obligations
and liability under the Lease except as set forth in this Agreement
and Landlord hereby agrees that, as of the Lease Termination Date,
the Lease is hereby cancelled, null and void and of no further
force or effect.
(b) Effective as of the Lease
Termination Date, Tenant does hereby remise, release and forever
discharge Landlord, its successors and assigns, from all
obligations and liability under the Lease except as set forth in
this Agreement and Tenant hereby agrees that, as of the Lease
Termination Date, the Lease is hereby cancelled, null and void and
of no further force or effect.
5. Consideration Payable to
Landlord for Lease Termination . In consideration of and as a
condition to Landlord’s agreement to terminate the Lease and
all obligations thereunder other than as provided in Section 7
below, Tenant shall pay to Landlord the sum of $976,045.42 (the
“ Lease Termination Fee ”). The Lease
Termination Fee less the Deposit shall be paid to Landlord by wire
transfer of immediately available funds within one (1) business day
following the Effective Date of this Agreement.
6. Security Deposit . In
accordance with Section 36 of the Lease, Landlord currently holds a
security deposit from Tenant in the amount of Forty-Five Thousand
Eight Hundred Ninety-Nine Dollars and Thirty-Three Cents
($45,899.33) (the “ Deposit ”). Tenant shall be
entitled to a credit against the Lease Termination Fee in the
amount of the Deposit.
7. Environmental Indemnity .
Notwithstanding anything to the contrary stated herein, Tenant
acknowledges and agrees that its obligations arising under
subparagraphs 5(b)(iii) and 5(b)(iv) of the Lease shall survive the
Lease Termination Date. Furthermore, in the event Isolagen executes
the Isolagen Lease, Isolagen shall be entit
