TERMINATION AGREEMENT
This Termination Agreement is made effective February 7, 1998
(the "Effective Date") by and between BECTON XXXXXXXXX AND COMPANY, a New Jersey
corporation ("Landlord") and Matrix Pharmaceutical, Inc., a Delaware corporation
["Tenant").
RECITALS
A. Landlord and Tenant entered into a Standard Industrial Lease -
Multi-Tenant (the "Lease") dated as of November 16, 1992, as amended, for
premises commonly known as 0000 Xxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx and described
therein (the "Original Premises"), for a term of 4 years commencing on November
16, 1992, upon the terms and conditions set forth in said Lease; and
B. The parties desire to cancel and terminate said Lease upon the
terms and conditions herein provided;
NOW, THEREFORE, in consideration of the mutual covenants of the
respective parties hereto, it is agreed as follows:
1. Surrender: Tenant will surrender possession of the Premises
described in the Lease to Landlord and Landlord will accept the surrender
thereof on the Effective Date, and the said Lease shall be and the same will be
cancelled and terminated as of that date. Tenant shall fully comply with all
obligations under the Lease through the Effective Date, including those
provisions relating to the condition of the Premises and removal of Tenant's
personal property upon expiration of the term of the Lease. Landlord
acknowledges and agrees that the Premises are in compliance with the surrender
obligations of the Lease, and accepts the Premises in their "as is" condition.
2. Consideration: For and in consideration of the foregoing
surrender and acceptance and cancellation of the Lease, Tenant does concurrently
herewith pay to Landlord the sum of $82,806.98 (the "Consideration"). The
Consideration includes return by Landlord of all monies that Tenant has
deposited with Landlord as a security deposit pursuant the Lease.
3. Release: Tenant does hereby release and forever discharges
Landlord, and its partners, officers, directors, agents, trustees,
beneficiaries, and employees, of and from any and all claims, acts, damages,
demands, rights or action and causes of action which Tenant ever had, now has or
in the future may have, against Landlord, arising from or in any way connected
with the Premises and Landlord's management or operation of the building of
which the Premises is a part. Subject to Tenant's compliance with the surrender
obligations set forth herein and payment of the Consideration, and except for
the obligations of Tenant which are intended to survive termination of the Lease
(including, without limitation, the indemnity obligations contained in
paragraphs 8.7 and 50.4 of the Lease and the obligations concerning confidential
information contained in paragraph 54 of the Lease), Landlord does hereby
release and forever discharge Tenant, and its officers, directors, agents,
trustees, beneficiaries and employees of and from any and all claims, acts,
damages, demands, rights or actions or causes of action which Landlord ever
1.
had, now has or in the future may have, whether known or unknown, arising from
or in any way connected to the Premises. Landlord and Tenant expressly waive any
and all rights which either may have under Section 1542 of the Civil Code of the
State of California (or other similar statutes), pertaining to the
aforementioned releases, which statute provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH
THE DEBTOR."
IN WITNESS WHEREOF the parties hereto have set their hands as of the day
and year first above written.
"LANDLORD" "TENANT"
Becton Xxxxxxxxx and Company Matrix Pharmaceutical, Inc.
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxxxx X. Xxxxx
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Title: President-BDIS Title: V.P. of Operation
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By:
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Title:
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2.
