Exhibit 10.3
EXECUTION
FORM
SUBLEASE
THIS
SUBLEASE (as it may
be amended from time to time, this “Agreement”) is
dated as of December 21, 2005, by and between VALLEY DRUG
COMPANY, an Ohio corporation with its principal place of
business in New Castle, Pennsylvania (“Sublandlord”),
ROCHESTER DRUG COOPERATIVE, INC. , a New York
corporation with its principal place of business in Rochester, New
York (“Subtenant”), and BECAN DEVELOPMENT
LLC , a Pennsylvania limited liability company
(“Landlord”), in connection with that certain Asset
Purchase Agreement, dated as of December 21, 2005, by and between
Subtenant and Sublandlord (the “Purchase Agreement”).
This Agreement shall be deemed to be effective as of the Closing
Date as defined in the Purchase Agreement.
WHEREAS
, Sublandlord and Landlord are
parties to a Commercial Lease dated January 1, 2004, as amended by
Amendment No. 1 to Lease dated December 21, 2005 (as amended, the
“Lease”), with respect to Seller’s distribution
facility located at 209 Green Ridge Road, New Castle, Pennsylvania
(the “Facility”); and
WHEREAS
, Subtenant and Sublandlord have
entered into the Purchase Agreement for the purchase and sale of
Sublandlord’s wholesale pharmaceutical products distribution
business, and following the Closing Date the Subtenant desires to
occupy and conduct certain business operations from the Facility;
and
WHEREAS
, pursuant to the terms of the
Purchase Agreement, Sublandlord has agreed to sublease to Subtenant
all of Sublandlord’s rights to the Facility as tenant under
the Lease; and
WHEREAS
, pursuant to the terms of the
Purchase Agreement, Subtenant has agreed to sublease
Sublandlord’s obligations and liabilities as tenant under the
Lease.
NOW,
THEREFORE , in
consideration of the premises and the mutual covenants contained
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the
parties agree as follows:
1.
Sublease
.
Sublandlord, for itself, its
successors and assigns, hereby subleases to Sublandlord all of
Sublandlord’s right, title and interest as tenant in and to
the Lease and Subtenant hereby agrees to sublease from Sublandlord,
and to perform in accordance with the Lease, all of
Sublandlord’s right, title and interest as tenant
under
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