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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 entitled to
exercise the rights and shall be entitled to all the benefits
granted to Landlord under subparagraphs 5(b)(iii) and 5(b)(iv) of
the Lease as if Isolagen were the Landlord thereunder. The rights
granted Isolagen shall not be in derogation of and shall not
release Tenant of its obligations to Landlord und
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