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EXHIBIT 10.3
LEASE AND OPTION TERMINATION AGREEMENT
This Lease and Option Termination Agreement is effective as of the 31st
day of January, 1997, between Xxxxxx Laboratories, Inc., a Nevada corporation
with offices at 000 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxx 00000 ("Lessee"), and
Research Properties Associates, a partnership with a mailing address at X.X. Xxx
000, Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000 ("Lessor"). All capitalized terms not
defined herein shall have the meaning ascribed to them in that certain Lease
dated as of February 1, 1983 between Lessor and Zetachron, Incorporated, a
Pennsylvania corporation ("Zetachron"), as such lease was amended by that
certain Supplemental Agreement dated as of February 23, 1984 and by that certain
Modification of Lease dated as of January 1, 1985 (as so amended, the "Lease").
Lessee became a party to the Lease by virtue of the merger of Zetachron into
Lessee.
WHEREAS, pursuant to the Lease, Lessee leased from Lessor the premises
identified in the Lease and commonly known as Building #1, 100 N. Science Park
Road, Xxxxxxxx Township, Centre County, Pennsylvania (the "Premises");
WHEREAS, pursuant to a Grant of Option to Purchase Real Estate dated as
of July 1, 1987 (the "Option Agreement"), Lessor granted to Lessee an option to
purchase the Premises; and
WHEREAS, Lessee and Lessor now mutually desire to terminate the Lease
and the Option Agreement, as provided below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Termination of Lease and Option Agreement. The Lease and the Option
Agreement are hereby terminated as of the date first written above.
2. Termination Payment. Concurrently with the execution of this
Agreement, Lessee shall deliver to Lessor by wire transfer to an account
designated by Lessor an amount equal to One Hundred Fifty-Eight Thousand Eight
Hundred Dollars ($158,800) (the "Termination Payment"), in full satisfaction of
all of Lessee's duties under the Lease and in exchange for Lessor's agreements
set forth below. Lessor has provided Lessee with written wire transfer
instructions.
3. Sale of Equipment. In consideration of Lessor's termination of the
Lease, Lessee hereby sells, transfers, conveys, assigns and delivers to Lessor,
its successors and assigns forever, all of Lessee's right, title and interest in
and to all of Lessee's personal property and equipment located on and in the
Premises.
4. General Release. In consideration of Lessee's payment of the
Termination Payment to Lessor, Lessor, on its own behalf and on behalf of its
successors and assigns, hereby releases and forever discharges Lessee, its
parent, their subsidiaries and affiliates, and their respective directors,
officers, employees and agents from any and all obligations, debts, claims,
actions, suits at law or in equity, sums of money, accounts, or demands arising
out of or in connection with the Lease of the Premises.
5. Indemnification. In consideration of Lessee's payment of the
Termination Payment to Lessor, Lessor hereby agrees to indemnify and hold
harmless Lessee, its parent, their subsidiaries and affiliates, and their
respective directors, officers, employees and agents from and against any and
all obligations, debts, claims or actions, suits at law or in equity, sums of
money, accounts, judgments or demands arising out of or in connection with
Lessee's guaranty of that certain $500,000 note (the "Note") issued by the
Centre County Industrial Development Corporation to the Pennsylvania Industrial
Development Authority ("PIDA"), and any additional guarantees by Lessee of the
repayment of indebtedness to finance the acquisition, construction, maintenance
or expansion of the Premises, including, without limitation, any indebtedness to
PIDA, SEDA-COG Local Development Corporation or the Pennsylvania Capital Loan
Fund.
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6. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, and all such
counterparts shall constitute but one instrument.
IN WITNESS WHEREOF, the parties, intending to be legally bound, have
executed this Lease and Option Termination Agreement to be effective as of the
day and year first above written.
XXXXXX LABORATORIES, INC. RESEARCH PROPERTIES ASSOCIATES
/s/ Xxxxx Xxxx /s/ Xxxx X. Xxxxx
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Xxxxx Xxxx Xxxx X. Xxxxx, Partner
Vice President - Finance /s/ Xxxxxxx X. Xxxxxx
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Printed Name and Title Xxxxxxx X. Xxxxxx, Partner
