EXHIBIT 10.19
EXECUTION COPY
MUTUAL TERMINATION OF LEASE
AGREEMENT
This MUTUAL TERMINATION OF LEASE
AGREEMENT (hereinafter the “ Termination Agreement
”) is made and entered into as of the 7th day of February,
2006 (the “ Effective Date ”), by and between
CS FAMILY, LLC , a Georgia limited liability company
(hereinafter referred to as “ Lessor ”), and
PHARMASSET, INC., a Delaware corporation (hereinafter
referred to as “ Lessee ”);
WITNESSETH:
WHEREAS, Lessor and Pharmasset, Inc., a Georgia
corporation (the “ Predecessor ”) are parties to
that certain Lease dated November 1, 1998, as amended by that
certain First Amendment to Lease dated November 4, 2000
(collectively, the “ Lease ”), covering that
certain building situated at 1860 Montreal Road, Tucker, Georgia,
consisting of approximately 16,514 rentable square feet of space
(the “ Premises ”);
WHEREAS , Lessee is the successor in interest to the
Predecessor pursuant to the merger by the Predecessor with and into
the Lessee on July 23, 2004; and
WHEREAS , Lessee took possession of the Premises and has
controlled such space continuously through October 31, 2005;
and
WHEREAS, Lessee, for independent business reasons, has
determined to relocate its principal place of business, whereby
Lessee no longer desires to lease the Premises, and the parties
have mutually agreed to terminate the Lease with the termination
being effective as of October 31, 2005 (the “
Termination Date ”); and
WHEREAS, the parties are desirous of setting forth in
this document the terms of their agreement for such mutual
termination.
NOW, THEREFORE,
for and in consideration of the
mutual promises and benefits of the parties hereto and in further
consideration of the payment by Lessee to Lessor of the sums as
hereinafter provided, the receipt and sufficiency of which
consideration are hereby acknowledged, the parties agree as
follows:
1. Lessee shall, on the Effective
Date, pay to Lessor (which payment shall be made to as directed in
writing by Lessor) the sum of $1.398 million, as full and
final payment for and satisfaction of all amounts and other
obligations due under the Lease, including without limitation all
rent payments, Operating Expenses (as such term is defined in the
Lease), the costs of all utilities and services, repair and
maintenance obligations, liability for damages, insurance premiums,
any capital investment, structural repairs and improvements in the
Premises and related costs and expenses, expenses incurred in the
removal or destruction, storage, sale or other disposition of any
property left on the Premises after the Termination Date, and all
other charges, costs and expenses incurred by Lessor as a result of
any use of the Premises by Lessee, and Lessor agrees that Lessee
shall hereafter have no further obligations or liabilities
involving the payment of money under the Lease.
2. The parties acknowledge and agree that the
balance of the security deposit payable to Lessor by Lessee in
accordance with Paragraph 2.3 of the Lease has been applied to
reduce the amount of the payment that would have otherwise been
required to be made pursuant to Section 1 above.
3. The parties acknowledge that
Lessee has already moved its operations from the Premises and
Lessor has already inspected the Premises after Lessee vacated the
Premises. Therefore, Lessee hereby delivers the Premises to Lessor
and Lessor hereby accepts the Premises, as is . Without
limiting the foregoing, Lessor hereby acknowledges that Lessor does
not elect to have Lessee remove or restore any installations in the
Premises pursuant to Paragraph 10.4 of the Lease.
4. Lessor and Lessee represent and
warrant to each other and agree as follows: the Lease has not been
modified or amended except as set forth herein; there are no other
agreements, understandings, contracts, or commitments of any kind
by, between or among such party to this Agreement and any third
party with respect to the Lease or the Premises except as expressly
provided in the Lease; such party has not assigned, transferred,
sublet or hypothecated its rights, obligations or interests (or any
portion thereof) under the Lease; and to the best of such
party’s knowledge, neither party is in default under the
Lease nor is there any condition or event which has occurred,
which, with the passage of time or the giving of notice or both,
would constitute a default or breach under the Lease.
5. The parties hereby agree that
upon Lessee’s payment to Lessor of the amount set forth in
Section 1 above, effective as of the Termination
