EXHIBIT 10.115
RELEASE OF FURTHER PERFORMANCE UNDER
LEASE
THIS
RELEASE OF FURTHER PERFORMANCE UNDER LEASE (this “
Release ”) is entered into as of the Thirty-first day
of July, 2009 (“ Effective Date ”), by and
between 50 WEST WATKINS MILL ROAD, LLC, a Delaware limited
liability company (f/k/a ARE-50 West Watkins Mill, LLC) (“
Landlord ”), and ORE PHARMACEUTICALS INC., a Delaware
corporation (f/k/a Gene Logic Inc.) (“ Original Tenant
”).
RECITALS
WHEREAS, Landlord and Original Tenant made and
entered into that certain Lease dated as of July 21, 2000, as
amended by Amendment to Lease Agreement dated as of August 18, 2008
(as so amended, the “ Lease ”), for that certain
building located at 50 West Watkins Mill Road, Gaithersburg,
Maryland 20878 (the “ Demised Premises
”);
WHEREAS, by that certain Assignment and
Assumption of Lease Agreement executed as of August 18, 2008,
effective as of December 14, 2007 (“ Assignment and
Assumption Agreement ”), by and among Landlord, Original
Tenant and Ocimum Biosolutions Inc., a Delaware corporation
(“ Tenant ”), Original Tenant assigned the Lease
to Tenant and agreed to remain primarily liable for the performance
of the terms, covenants and agreements of the Lease until January
31, 2011, the original Term Expiration Date;
WHEREAS, Original Tenant has requested that
Landlord release Original Tenant from the performance of the terms,
covenants and agreements of the Lease on and after the Release Date
(hereinafter defined) in order that an escrow fund securing
Tenant’s performance of the Lease obligations assumed by
Tenant might be released to Tenant; and
WHEREAS, Landlord is willing to release Original
Tenant from the performance of the terms, covenants and agreements
under the Lease with respect to matters first accruing on and after
the Release Date on the terms and conditions set forth
herein.
NOW,
THEREFORE, WITNESSETH, for the sum of Ten Dollars ($10.00), in
consideration of the mutual covenants set forth herein, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. The
foregoing Recitals are incorporated herein. Initially
capitalized terms not defined in this Release shall have the
meanings ascribed to them in the Lease.
2. Tenant
has agreed to pay to Landlord on July 31, 2009 (“Release
Date”), as an additional Security Deposit under the Lease,
the sum of Two Hundred Fifty Thousand and 00/100 Dollars
($250,000.00) (“ Additional Security Deposit ”)
provided that Landlord releases Original Tenant from the
performance of the terms, covenants and agreements under the Lease
with respect to matters first accruing on and after the Release
Date.
3. Effective
upon Landlord's receipt of confirmation by Landlord’s bank of
receipt of good funds in the full amount of the Additional Security
Deposit for Landlord's account, Landlord hereby unconditionally and
irrevocably, finally and completely, discharges and releases
Original Tenant and each of its officers, directors, members,
partners, agents, principals and employees, from any and all
claims, controversies, disputes, liabilities, obligations, demands,
damages, debts, liens, actions and causes of action of any and
every nature whatsoever, known or unknown, whether at law, by
statute or in equity, in contract or in tort, under state or
federal jurisdiction, and whether or not the economic effects of
such alleged matters arise or are discovered in the future, which
Landlord has as of the Release Date or may claim to have against
Original Tenant arising out of or with respect to any and all
transactions relating to the Lease. Furthermore,
Landlord hereby acknowledges and agrees that there are no
violations of or uncured defaults under the Lease by Original
Tenant and no acts or events of default and no default by Original
Tenant under the Lease.
4. Original
Tenant hereby unconditionally and irrevocably, finally and
completely, discharges and releases Landlord and each of its
officers, directors, members, partners, agents, principals and
employees, from any and all claims, controversies, disputes,
liabilities, obligations, demands, damages, debts, liens, actions
and causes of action of any and every nature whatsoever, known or
unknown, whether at law, by statute or in equity, in contract or in
tort, under state or federal jurisdiction, and whether or not the
economic effects of such alleged matters arise or are discovered in
the future, which Original Tenant has as of the Release Date or may
claim to have against Landlord arising out of or with respect to
any and all transactions relating to the
Lease. Furthermore, Original Tenant hereby acknowledges
and agrees that there are no violations of or uncured defaults
under the Lease by Landlord and no acts or events of default and no
conditions exist which, with the giving of notice or the passage of
time, or both, will constitute a default by Landlord under the
Lease.
5. This
Release may be executed in counterparts, all of which shall
constitute one and the same instrument. Execution and
delivery of this document by electronic means (including, without
limitation, facsimile transmission and transmission of a versions
of the document in Adobe Acrobat format by e-mail) shall serve to
fully bind the party so executing and delivering such counterpart
of this Release.
6. Original
Tenant represents and warrants to Landlord that Original Tenant (a)
has full power and authority to execute and perform this Release,
and (b) has taken all action necessary to authorize the execution
and performance of this Release.
7. This
Release (a) shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns (subject
to the restrictions on assignment set forth in the Lease), and (b)
shall be governed by and construed in accordance with the laws of
the State of Maryland, without regard to choice of law
principles.
[SIGNATURE PAGE FOLLOWS]
IN
WITNESS WHEREOF, Landlord and Tenant have executed this Release
under seal as of the day and year first above written.
