Filed by Bowne Pure Compliance





Exhibit 10.1




LEASE SURRENDER AND TERMINATION AGREEMENT




I. PARTIES AND DATE.



THIS LEASE SURRENDER AND TERMINATION AGREEMENT (“Agreement”) is dated as of January 8, 2009,
and is made by and among Cambric Partners, an Arizona general partnership, herein after referred to
as (“Landlord”) and ImaRx Therapuetics, Inc. a Delaware corporation, herein after referred to as
(“Tenant”).



II. RECITALS.




A. Tenant is a party to that certain Lease dated December 10, 2007, as amended in Notice of
Lease Term Dates dated January 25, 2008 (collectively the “Lease”) for the Premises located at 1730
E. River Road, Suite 200, Tucson, Arizona (the “Premises”). The capitalized terms used and not
otherwise defined herein shall have the same definition as set forth in the Lease.



B. Landlord and Tenant desire to terminate the Lease upon the terms and conditions contained
in this agreement.



III. TERMINATION.



A. Date. Landlord and Tenant agree that the Lease shall terminate effective December
31, 2008 (“Termination Date”), on the condition that Tenant fulfills each and every term and
obligation contained herein in a timely manner. Tenant shall be responsible for Rent and Operating
Costs until the Lease is terminated pursuant to this Agreement.



B. Surrender of Lease. Effective as of the Termination Date, Tenant surrenders,
forfeits and quitclaims any and all interest in and to the Lease and the Premises to Landlord,
including without limitation any and all option rights, Tenant Improvements, and Alterations which
Landlord has not required Tenant to remove pursuant to the terms of the Lease.



C. Surrender of Premises. Pursuant to a Notice of Termination of Lease dated November
25, 2008, Landlord re-entered the Premises and took possession thereof and since that date Tenant
surrendered possession of the Premises to Landlord in accordance with the Notice of Termination
and in the condition required by the provisions of the Lease.



D. Acceptance. Subject to and conditioned upon the terms, agreements, and
representations herein contained, Landlord accepts the termination of the Lease as of the
Termination Date.



E. Consideration. As consideration of Landlord’s acceptance of the foregoing
termination, Tenant hereby agrees to a) remit to Landlord a termination fee of $75,000.00 no later
than January 9, 2009; b) forfeit the security deposit of $19,433.47 and c) surrender the lease and
the Premises as set forth in Sections III B and C above.



F. Release. Except as expressly set forth in this Agreement, Landlord and Tenant, and
their respective officers, directors, shareholders, employees, partners, successors and assigns,
hereby mutually release each other and each of their respective officers, directors, shareholders,
employees, partners, successors and assigns, from any and all claims, demands, actions, liabilities
and obligations, whether known or unknown, which they now have or which may hereafter accrue in the
future arising prior to the date of this Agreement under and/or in connection with the Lease,
including without limitation, the events and circumstances surrounding the entering into of the
Lease. The parties shall, after the Termination Date, have no claim or demand against each other
in connection with the Lease, provided however, that, except for liabilities related to
nonpayment of Rent as such term is defined in the Lease, nothing in this Agreement shall be deemed
to release Tenant from (i) any liability arising on or before the Termination Date related to
Tenant’s use, occupancy or control of the Premises during the Term; (ii) the obligations of Tenant
under the Lease regarding surrender of the Premises, including but not limited to the specific
obligations and duties set forth in the Lease; and (iii) any damages, expenses and liabilities
accruing after the Termination Date arising out of any of Tenant’s representations and warranties
set forth herein being untrue or inaccurate.



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G. General Release. Except as expressly set forth in this Agreement, it is the
intention of the parties in executing this Agreement that this Agreement shall be effective as a
full and final accord and satisfaction and general release from any and all matters released hereunder. In furtherance of this intention, the parties acknowledge that each is familiar with
Section 1542 of the California Civil Code, which 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 know by him must have materially
affected his settlement with the debtor.”



The parties do hereby waive and relinquish all rights and benefits which each has or may have
had under Section 1542 of the California Civil Code with respect to the subject matter of this
Agreement. It is understood by the parties that if the facts or law with respect to which the
foregoing general release is given hereafter turn out to be other than or different from the facts
or law in that connection not known to be or believed by either party to be true, then each party
hereto expressly assumes the risk of the facts or law in that connection not known to be or
believed by either party to be true, then each party hereto expressly assumes the risk of the facts
or law turning out to be so different, and agrees that the foregoing release shall be in all
respects effective and not subject to termination or rescission based upon differences in facts or
law.



H. Tenant’s Representations and Warranties. Tenant
hereby represents and warrants to Landlord that (i) Tenant has not previously assigned its interest in and to the Lease
or sublet all or any portion of the Premises; (ii) Tenant has not caused or permitted any release
or disposal on, under, within or from the Premises all Hazardous Materials stored or used by or on
behalf of Tenant within the Premises; and (iii) Tenant has not violated any Applicable Laws with
respect to Tenant’s use or occupancy of the Premises which violation shall not have been remedied
by Tenant on or before the Termination Date.



IV. GENERAL.




A. Attorney’s Fees. The provisions of the Lease respecting attorney’s fees shall
apply to this Agreement.



B. Authority to Execute Agreement. Each individual executing this Agreement on behalf
of a partnership or corporation represents that he or she is duly authorized to execute and deliver
this Agreement on behalf of the partnership and/or corporation and agrees to deliver evidence of
his or her authority to Landlord upon request by Landlord.



C. Governing Law. This Agreement and any enforcement of the agreements,
acknowledgments and representations of Landlord and Tenant set forth above shall be governed by and
construed in accordance with the Laws of the State of Arizona.



D. Counterparts. If this Agreement is executed in counterparts, each counterpart
shall be deemed an original. This Agreement shall be deemed executed and delivered upon each
party’s delivery of executed signature pages of this Agreement, which signature pages may be
delivered by facsimile with the same effect as delivery of the originals.



E. Time of Essence. Time is of the essence as to each of the terms, provisions,
conditions and requirements set forth herein.



	 	 	 
	LANDLORD

	 	TENANT
	Cambric Partners,

	 	ImaRx Therapeutics, Inc.,
	an Arizona general partnership

	 	a Delaware corporation
	By: Colton Properties, Inc.,
	 	 
	a California corporation
	 	 
	Its: General Partner
	 	 






	 	 	 	 	 	 	 
	By:

	 	/s/ Jon W. McClintock
	 	By:
	 	/s/ Bradford Zakes
	 

	 	 
	 	 	 	 
	 

	 	Jon W. McClintock, Chief Financial Officer
	 	 	 	Bradford Zakes, President & CEO
	 
	 	 	 	 	 	 
	Date:

	 	1/8/2009
	 	Date:
	 	1/8/2009
	 

	 	 
	 	 	 	 






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