Exhibit 10.13
LEASE TERMINATION AGREEMENT
THIS AGREEMENT, made the 2nd day of February, 1999, by and between THE
XXXX ORGANIZATION, INC., a New Jersey Corporation, having an office at 000 Xxxx
Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, hereinafter called the "Landlord"; and
HUMASCAN, INC., a New Jersey corporation, having an office at 000 Xxxx Xxxxxx,
Xxxxxxxx, Xxx Xxxxxx 00000, hereinafter referred to as the "Tenant".
WITNESSETH:
WHEREAS, the Landlord and HumaScan, Inc. did enter into a certain lease
dated June 11, 1996, hereinafter called the "Lease", in connection with
approximately 29,180 square feet of the building located on the land and
premises known as 000 Xxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, hereinafter
called the "leased premises"; and
WHEREAS, the Landlord and Tenant have agreed that effective as of the 12th
day of February, 1999, the Lease shall be of no further force and effect,
terminated and canceled, subject to the terms and conditions hereinafter
referred to,
NOW, THEREFORE, in consideration of the sum of ONE ($1.00) DOLLAR and
other good and valuable consideration the parties hereto covenant and agree as
follows:
1. The Landlord and Tenant agree that the Lease shall be terminated and
canceled effective as of February 12, 1999.
2. In consideration of the Landlord's agreement to enter into the within
Lease Termination Agreement, the Tenant shall deliver to the Landlord, on or
before February 12, 1999, the sum of One Hundred Forty Seven Thousand, Six
Hundred Forty Five and 00/100 ($147,645.00) DOLLARS (the "Termination Fee").
3. In further consideration of the Landlord's Agreement to enter into the
within Lease Termination Agreement, the Tenant shall convey to Landlord all of
its right, title and interest in and to that certain furniture, fixtures, and
equipment located in the leased premises, free and
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clear of any liens, claims, or encumbrances, all of which furniture, fixtures,
and equipment is listed and itemized on Scheduled" A " annexed hereto and made a
part hereof. Such conveyance by Tenant to Landlord shall be by Xxxx of Sale,
delivered to Landlord concurrently upon execution and delivery of this
Agreement, in form and substance as set forth on Schedule "B" annexed hereto and
made a part hereof. On or before February 12, 1999, Tenant shall deliver fully
executed UCC-3 Termination Statements with regard to UCC-1 Financing Statements
of record with respect to the furniture, fixtures, and equipment listed on
Schedule "A".
4. The parties acknowledge that the Tenant shall be responsible to pay
rent and all other additional rent and charges as in the Lease required from the
date of execution of this Lease Termination Agreement through January 31, 1999,
and that any and all adjustments between Landlord and Tenant as may be required
by the Lease shall be made effective as of January 31, 1999. The Termination Fee
to be paid by Tenant to Landlord as hereinabove referred to shall be in addition
to all other Lease obligations to be paid and/or adjusted through January 31,
1999, as hereinabove provided.
5. The parties hereto covenant and agree that effective and simultaneously
with the cancellation of the Lease, the Landlord and Tenant shall have no
further rights, duties and obligations one to the other, and the relationship of
the Landlord and Tenant shall cease and terminate and be of no further force and
effect. Landlord and Tenant do hereby mutually release each other from any and
all claims or liabilities occasioned or arising out of the Lease effective as of
February 12, 1999, subject to (i) compliance with the terms and conditions as
herein 1 provided and survival of adjustment requirements referred to in
paragraph 3, and (ii) the return (or set off against the Termination Fee, at
Landlord's option) of Tenant's security deposit in accordance with Articles 4(A)
of the Lease. The parties agree that upon termination of the Lease on February
12, 1999, Tenant shall surrender and vacate the leased premises in accordance
with the terms and conditions of the Lease.
6. The Landlord and Tenant named hereunder do mutually represent that each
has the full right and authority to enter into this Lease Termination Agreement.
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7. This Agreement shall be binding upon the parties hereto, their heirs,
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have hereunto set their proper
hands and seals and caused these presents to be signed by their corporate
officers and caused their proper corporate seals to be hereto affixed the day
and year first above written.
ATTEST: THE XXXX ORGANIZATION, INC.
Xxxxxxxx X. Xxxxxxxx Xxxxxx Xxxxxxx, President
Witness
ATTEST: HUMASCAN, INC.
Xxxxxxx X. Xxxxxxxxx Xxxxx Xxxxxxxx, President
Witness
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