ASSIGNMENT OF SUBLEASE
AND AGREEMENT
THIS ASSIGNMENT OF SUBLEASE AND AGREEMENT (the "Agreement") is made this
31st day of December, 1997 by and among SERAGEN, INC., a Delaware corporation
having a principal place of business at 00 Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx 00000 (the "Assignor"), MARATHON BIOPHARMACEUTICALS, L.L.C.,
a Massachusetts limited liability company having a principal place of business
at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (the "Assignee"), and
SIERRACOM, a division of Sierra Network, Inc., a Delaware Corporation, having
a principal place of business at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx
00000 (the "Sublandlord").
RECITALS:
A. Sublandlord and Assignor are the sublandlord and subtenant,
respectively, pursuant to that certain Sublease dated October
1995, as amended (the "Sublease") with respect to premises located
at 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, as more fully
described in the Sublease. A copy of the Sublease is attached
hereto as Schedule A.
B. Assignor and Assignee desire that Assignor assign its entire right
and interest as subtenant under the Sublease to Assignee.
C. Sublandlord agrees to consent to such assignment.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, the parties hereby agree as follows.
1. Assignment of Sublease. Effective at 12:01 A.M. on January 1, 1998
(the "Effective Date"), Assignor does hereby assign, transfer and set over
unto Assignee all of its right, title and interest as subtenant under the
Sublease.
2. Assumption of Assignee. Assignee hereby accepts such assignment and
agrees with Assignor and Sublandlord that, as of the Effective Date, Assignee
shall assume all of the obligations and observe all of the covenants on
Assignor's part to be performed or observed under the Sublease, as fully and
effectually as if the Assignee were the named subtenant under the Sublease.
3. Consent of Sublandlord. Sublandlord hereby consents to the
foregoing assignment.
4. Termination of Assignor's Liability. Sublandlord hereby agrees
that, as of the Effective Date, Assignor shall be relieved of all liability as
subtenant under the Sublease, including without limitation, the obligation to
pay rent and the performance of the covenants and agreements on subtenant's
part to be performed thereunder, notwithstanding the provisions of Section
23.2 of the Sublease.
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5. Miscellaneous. This Agreement is executed in the Commonwealth of
Massachusetts and shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. This Agreement may be signed in counterparts, all of
which shall constitute but one and the same instrument. This Agreement
contains the entire agreement among the parties with respect to the subject
matter hereof, and shall supersede any and all prior agreements, written or
oral, with respect to the subject matter hereof. This Agreement may only be
amended by written instrument executed by the parties hereto.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as
an instrument under seal, all as of the day and year first above written.
SERAGEN, INC.
By:/s/ Reed R. Prior
Name: Reed R. Prior
Title: Chairman and Chief Executive Officer
MARATHON BIOPHARMACEUTICALS, L.L.C.
By:/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, President
SIERRACOM
By:/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Vice President
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