Exhibit 10.78
SUBLEASE TERMINATION
AGREEMENT
This Sublease Termination Agreement
(the “ Agreement ”) is made and entered into as
of September 14, 2006 by and between Molecular Imaging
Corporation, a Delaware corporation (“ MIC ”),
and Siemens Medical Solutions USA, Inc., a Delaware corporation
(“ Siemens ”), with reference to the following
facts:
A. BC Sorrento, LLC, a California
limited liability company and Siemens have entered into a master
lease (the “ Master Lease ”) for certain
premises located in that certain office building commonly known as
11388 Sorrento Valley Road, San Diego, California (the “
Premises ”), which Premises are more particularly
described in the Master Lease.
B. MIC and Siemens entered into a
Agreement of Sub-Lease dated February 24, 2006 (the “
MIC Sublease ”) for a portion of the
Premises;
C. MIC, Molecular Imaging Sorrento
Valley LLC, a Delaware limited liability company (“ PET
LLC ”), and The Regents of the University of California,
a California corporation, (“ UCSD ”) have
entered into an Asset Purchase Agreement dated September 2006 (the
“ Asset Purchase Agreement ”), pursuant to which
PET LLC will transfer its operations at the Premises to
UCSD;
D. Effective upon the Closing, MIC
desires to terminate the MIC Sublease, and Siemens agrees to
terminate the MIC Sublease.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Termination of Sublease .
Effective upon the Closing, the MIC Sublease shall be terminated,
and other than any obligations of MIC to pay
