Exhibit 10.27
SURRENDER
AGREEMENT
THIS SURRENDER AGREEMENT, made the
18th day of January, 2005, between 300 CRA, LLC, having an office
at 2 Research Way, Princeton, NJ 08540 (“Landlord”),
and Orchid BioSciences, Inc., successor in interest to Orchid
Biocomputer, Inc., having an office at 4390 US Route 1, Princeton,
N.J. 08540 (“Tenant”).
WITNESSETH:
WHEREAS, Landlord is the present
owner of a leasehold interest in certain land and the fee owner of
a building thereon, herein referred to a “Building”,
and commonly known as 303 College Road East, Plainsboro Township,
Middlesex County, New Jersey, 30,894 rentable square feet of which
were leased to Tenant by Lease, dated March 6, 1998, made with
College Road Associates, Limited Partnership; and
WHEREAS, 300 CRA, LLC is now the
Landlord; and
WHEREAS, Orchid BioSciences, Inc.,
is now the Tenant; and
WHEREAS, the Lease has a termination
date of December 31, 2008; and
WHEREAS, Tenant desires to surrender
the Lease and the Premises and Landlord is willing to accept such
surrender, all upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements hereinafter set forth, and for
other good and valuable consideration, the mutual receipt and legal
sufficiency of which is hereby acknowledged, the parties hereto
agree to terminate said Lease on the following terms and
conditions:
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1.
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Effective upon
the date when Tenant receives notice in writing (the
“Notice”) from Landlord that Landlord has entered into
a lease (the “New Lease”) with another tenant (the
“New Tenant”) for the Premises, Tenant agrees to
surrender possession of the Premises to Landlord on the date
provided in the Notice (which date shall be no later than the
earliest date the Landlord or New Tenant takes possession of the
Premises (including, without limitation, for purposes of fitting
out the Premises)) (the “Surrender Date”), with the
intent and purpose that effective on the Surrender Date, the said
term of the Lease will be wholly merged and extinguished and Tenant
will give, grant and surrender to Landlord all of its right, title
and interest therein and under the Lease. Anything in this
Agreement to the contrary notwithstanding, this Agreement shall
terminate and be of no further force and effect if the Surrender
Date, if any, has not occurred by June 30, 2005, regardless of
whether Notice has been given prior thereto.
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2.
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Tenant represents, covenants and
agrees on behalf of itself, its successors and assigns, that it has
not done or suffered and will not do or suffer anything whereby the
Lease or the term or estate thereby granted, or the Premises, or
any part thereof, or any alterations, decorations, installations,
additions and improvements in and to the Premises, or any part
thereof, have or will become encumbered in any way whatsoever and
that Tenant owns and will own the Lease and has an will have good
right to surrender the Premises, and that no one other than Tenant
has acquired or will acquire through or under Tenant, any right,
title or interest in or to the Lease or the Premises, or any part
thereof, or in
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or to said alterations,
decorations, installations, additions and/or improvements or any
part thereof.
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3.
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Through and
including the Surrender Date, Tenant shall continue to pay to
Landlord any and all payments, sums or charges due or to become due
pursuant to the terms of the Lease. In addition, on or before the
Surrender Date, Tenant shall pay to Landlord
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