Exhibit 10.36


 


TERMINATION OF LEASE


 


This Early Termination of
Lease is made and entered into this 1st of March, 2004 by and between MIE Properties, Inc., as
Landlord and BBI Biotech Research Laboratories, Inc. as Tenant.


 


RECITALS


 


This Early Termination of
Lease is made with reference to the following facts and objectives:


 


A.            By Lease dated December 1, 1999 (collectively
referred to herein as “Lease”), Tenant leased from Landlord and Landlord leased
to  Tenant certain real property
consisting of approximately 35,560 square feet of area which are commonly known
as 5107 Pegasus Court Suites A-M, Frederick, MD 21704 (the “Premises”).


 


B.            Said Lease was to expire November 30, 2006.


 


C.            Landlord and Tenant entered into a Lease
dated as of the date hereof (referred to herein as the “New Lease”),  pursuant to which Tenant leased from
Landlord and Landlord leased to Tenant certain real property consisting of
approximately 65,160 square feet of area which is commonly known as 8425
Progress Drive, Suites A-Y, Frederick, MD 21701. The New Lease shall commence
on August 1, 2004.


 


D.            Tenant desires to terminate the Lease on July
31, 2004.


 


NOW, THEREFORE, Landlord and
Tenant hereby agree as follows:


 


1.                                       Tenant agrees to vacate the Premises on or
before July 31, 2004. The Lease will terminate on July 31, 2004. Tenant will
vacate the Premises by Midnight July 31, 2004. Notwithstanding anything in the
Lease to the contrary. Tenant shall be permitted to remove all bench work and
vacuum insulated piping in the existing repository areas of the Premises. In
addition to the liquid nitrogen bulk tank, all emergency generators, ATS
equipment and paralleling gear located at the Premises.


 


2.                                       Tenant shall be allowed to occupy the
Premises for the one month period commencing July 1, 2004 to July 31,
2004.  Tenant shall not be responsible
for any base rent during the one-month period commencing July 1, 2004 and
ending July 31, 2004.


 


3.             As of August 1, 2004, Tenant shall pay rent
on the New Premises and all other terms and conditions of the New Lease shall be enforced.


 


4.                                       This Early Termination of Lease is contingent
upon Tenant’s ability to use, occupy and enjoy the New Premises as of August 1, 2004, If Tenant is unable
to use, occupy and enjoy the New Premises on August 1, 2004, then Tenant shall
be entitled to continue in possession of the Premises on a month-to-month basis
until such time as Tenant vacates the Premises, subject to the following terms
and conditions:


 


a.                                       If Landlord has entered into a written lease
agreement for the Premises with another tenant with a term commencing on or
before October 1, 2004, and Tenant’s failure to vacate is due to Tenant’s
negligence or willful misconduct, or force majeure, then Tenant shall pay 150%
of the monthly rental installments under the Lease and all other provisions of
the Lease shall remain in full force and effect.


 


b.                                      If Landlord has not entered into a  written lease agreement for the Premises
with another tenant, or if Tenant’s failure to vacate is due to Landlord’s
negligence or willful misconduct, then Tenant shall pay the regular monthly
rental installments under the Lease and all other provisions of the Lease shall
remain in full force and effect.


 

















 


5.                                       Notwithstanding anything herein to the
contrary, if the New Lease is terminated by Tenant on or before April 30, 2004,
this Early Termination of Lease shall be null and void and the Lease shall
continue in accordance with its terms.


 


IN WITNESS WHEREOF, Landlord
and Tenant have executed this Early Termination of Lease as of the date first
above written.


 


	
  WITNESS:

  	
  LANDLORD:
  MIE Properties, Inc.

  as agent for owner

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Jennifer Roschel

  	
   

  	
  By:

  	
  /s/ Julianne
  A. Wagner

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name:

  	
  Julianne A.
  Wagner

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITNESS:

  	
  TENANT:
  BBI Biotech Research Laboratories, Inc.

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Kristin Pettit

  	
   

  	
  By:

  	
  /s/ Mark Manak

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name:

  	
  Mark Manak

  	
   

  
	
   

  	
  Title: 

  	
  Senior Vice
  Pres. & General Manager

  	
   

  
														



 


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February
        , 2004


 


Mr. Mark Manak


BBI Biotech Research Laboratories

5107 Pegasus Court

Frederick, MD 21704


 


RE:          Letter of Understanding for BBI Biotech Research Laboratories located
at 8425 Progress Drive, Suite A-Y


 


Dear Mark:


 


Whereas, by the Lease dated
March  1, 2004 (the “Lease”), MIE
Properties, Inc (“Landlord”) leased BBI Biotech Research Laboratories
(“Tenant”) 65,160 square feet of rentable area located at 8425 Progress Drive,
Suites A-Y, Frederick, MD 21701 (the “Premises”);


 


Whereas, said Lease will
commence on August 1, 2004.


 


Now, therefore, in consideration
of the mutual covenants of the parties hereto, the parties agree as follows:


 


1)              Tenant shall not be responsible for any base
rent payments during the one-month period commencing July 1, 2004 and ending
July 31, 2004.   During the term of this
Letter of Understanding, unless otherwise provided in this Letter of
Understanding, the rights and obligations of the parties shall be governed by
the Lease, which is incorporated in this Letter of Understanding by reference.


 


2)              Tenant shall be responsible to pay all
utilities during the one-month period commencing July 1, 2004 and ending July
31, 2004.


 


3)              Upon termination of this Letter of
Understanding, Tenant shall occupy the Premises pursuant to the Lease.


 


4)              The parties represent to one another that they
have full power and authority to enter into this Letter of Understanding.


 


In witness, whereof, the
parties have caused this Letter of Understanding to be executed and delivered
as of the date of this Letter.


 


 


	
   

  	
  WITNESS:

  	
  MIE PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
  /s/ Jennifer Roschel

  	
   

  	
  BY:

  	
  /s/ Julianne
  A. Wagner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WITNESS:

  	
  TENANT: BBI Biotech Research Laboratories,

  Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Kristin
  Pettit

  	
   

  	
  BY:

  	
  /s/ Mark
  Manak

  	
   

  



 

















 


February
27, 2004


 


Ms. Julianne Wagner


MIE Properties, Inc.


5104 Pegasus Court


Suite A


Frederick, MD 21704


 


Re:                               Lease dated March 1,  2004, by and between MIE Properties, Inc.
(“Landlord”) and BBI Biotech Research Laboratories, Inc. (“Tenant”) for the
premises located at 8425 Progress Drive, Suites A-Y, Frederick, Maryland (the
“Lease”).


 


Dear Ms. Wagner:


 


Pursuant to the
above-referenced Lease, Tenant has agreed to lease the Premises from Landlord
for a term of 11 years, which term shall commence no later than August 1, 2004. 
This letter sets forth our understanding with respect to Tenant’s right
to terminate the Lease on the terms and conditions contained herein.  Capitalized terms used but not defined
herein shall have the meanings given such terms in the Lease (including,
without limitation, all Exhibits thereto).


 


Notwithstanding anything to
the contrary elsewhere contained herein or in the Lease, provided that Tenant
uses commercially reasonable best efforts to obtain the issuance of all permits
required for the construction of the Tenant Improvements contemplated in the
Lease, if any governmental authority fails to issue any such required
permit(s), Tenant may, in its sole discretion, by written notice delivered to
Landlord on or before the close of business on April 30, 2004, terminate the
Lease and neither Landlord nor Tenant shall have any further obligation or
liability to the other under the Lease or otherwise.


 


In consideration of the
foregoing, Tenant is delivering to Landlord (i) a check in the amount of
$40,261,00, as the security deposit under and pursuant to the terms of the
Lease (the “Security Deposit”) and (ii) a check in the amount of $69,739,00
(the “Additional Deposit”). If Tenant elects to terminate the Lease in
accordance with the terms of this letter, then, notwithstanding the terms of
the Lease and the Security Deposit Agreement attached thereto, Landlord shall
be entitled to retain the Security Deposit and the Additional Deposit as
agreed-upon liquidated damages and such amounts shall be Landlord’s sole remedy
for Tenant’s termination of the Lease hereunder.


 


If Tenant does not deliver a
notice of termination to Landlord on or before the close of business on April
30, 2004, then Tenant shall be deemed to have waived its right


 

















 


to terminate
hereunder and the Lease and the Security Deposit Agreement shall continue in
full force and effect in accordance with the terms thereof.  In such event, Landlord shall deliver the
Additional Deposit to Tenant no later than May 3, 2004 or, if earlier, two
business days after the date on which Tenant delivers written notice to
Landlord that Tenant has waived its right to terminate hereunder.  The parties agree that the Additional
Deposit shall not accrue interest.


 


Notices
required or permitted to be given pursuant to this letter shall be given in
accordance with the terms of the Lease.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BBI Biotech Research Laboratories, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Manak

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  General Manager & Sr. Vice Pres.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed to and accepted this 1st
  day of March, 2004:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  MIE Properties, Inc.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Julianne A. Wagner

  	
   

  
	
   

  	
   

  
	
  Title: 

  	
  Partner

  	
   

  	
   

  
									



 


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