ASSIGNMENT OF LEASE
AND AGREEMENT
THIS ASSIGNMENT OF LEASE 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"), 520 COMMONWEALTH REAL ESTATE
CORPORATION, a Massachusetts corporation having a principal place of business
at 000 Xxxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Assignee"), and
XXXXXX XXXXXXXX, an individual having a principal place of business at 000
Xxxx Xxxx Xxxxxx, X.X. Xxx 000, Xxxxxxxx, Xxxxxxxxxxxxx 00000 (the
"Landlord").
RECITALS:
A. Landlord and Assignor are the landlord and tenant, respectively,
pursuant to that certain Lease dated September 24, 1992 (the
"Lease") with respect to premises located at 00 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx, as more fully described in the Lease and
in Exhibit A attached thereto. A copy of the Lease is attached
hereto as Schedule A.
B. Assignor and Assignee desire that Assignor assign its entire right
and interests as tenant under the lease to assignee,
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 hereto hereby agree as
follows,
1. Assignment of Lease. 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 it's right, title and interest as tenant under the Lease.
2. Assumption by Assignee. Assignee hereby accepts such assignment and
agrees with Assignor and Landlord 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 Lease, as fully and
effectually as if the Assignee were the named tenant under the Lease.
3. Consent of Landlord: Termination of Assignor's Liability. Landlord
hereby consents to the foregoing assignment, and hereby agrees that, as of the
Effective Date, Assignor shall be relieved of all liability as tenant under
the Lease, including, without limitation, the obligation to pay rent and the
performance of the covenants and agreements on tenant's part to be performed
thereunder.
4. Sublet of Space to Assignor. Landlord hereby consents to the
subletting of a portion of the Leased Premises (as that term is defined in the
Lease) by Assignee to Assignor for uses consistent with the uses permitted by
the Lease.
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 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.
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6. Counterparts. This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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
520 COMMONWEALTH REAL ESTATE
CORPORATION
By:/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, President
LANDLORD:
By:/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
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