Unassociated Document


Exhibit 10.3




ASSIGNMENT AND ASSUMPTION OF LEASE




THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the “Assignment”) is made and entered into this first day of September 2004 (the “Effective Date”), by and among ADVANCED PROCESS TECHNOLOGIES, INC., a Massachusetts corporation (“Lessee”), INTEGRATED PHARMACEUTICALS, INC., an Idaho corporation ("the Assignee") and CHANTILAS PROPERTIES, LLC, an Ohio limited liability company (“Lessor”), who agree as follows:

 

1.  Recitals. (a) Pursuant to a Lease Agreement dated September, 2003, a copy of which is attached hereto as Exhibit “A” (the “Lease”), Lessee leases from Lessor, the land and building located at 310 Authority Drive, Fitchburg, Worcester County, Massachusetts (the “Property”). Assignee is a party to the Lease and has certain duties under the Lease, including the payment of rent. (b) Lessee intends to merge with Assignee pursuant to an Agreement and Plan of Merger which call for Assignee to be the surviving corporation. Assignee
is qualified to do business in Massachusetts. Lessor has been informed that Assignee will take over the duties and responsibilities of Lessee under the Lease. 

 

2.  Assignment and Assumption. Lessee hereby assigns, transfers and conveys unto Assignee all of Lessee’s obligations, duties, rights, title and interests as Lessee under the Lease. In consideration of the foregoing assignment by Lessee, Assignee hereby accepts such assignment and agrees to assume and perform all of Lessee’s obligations and duties under the Lease, from and after the Effective Date of this Assignment. 

 

3.  Commencement Date. All parties acknowledge that the Commencement Date of the Lease is September 24, 2003. The parties also acknowledge and agree that the date of the Lease on the first page thereof shall be September 24, 2003.

 

4.  Lessee. All parties acknowledge and agree that Assignee is now the Lessee under the Lease and is solely responsible for all obligations under the Lease which were initially the responsibility of Lessee and Assignee.

 

5.  Consent to Mergers and Assignment. Lessor hereby consents to each of the merger described in Section 1. Lessor also consents to the assignment of the Lease by the Lessee to the Assignee as described in Section 2. 

 

6.  Confirmation of Status of Lease. The parties hereby confirm and agree that no party is in default of any of its obligations under the Lease and the Lease is in full force and effect. The parties hereby ratify and confirm the Lease. 

 

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]


	  
	 	 	 
	





	 



Executed by the authorized representatives of the parties effective as of the day and year first above written.

 

 


	LESSEE:    	 	ASSIGNEE:
	 	 	 
	ADVANCED PROCESS	 	INTEGRATED PHARMACEUTICALS, 
	TECHNOLOGIES, INC., a	 	INC., an Idaho Corporation
	Massachusetts corporation	 	 
	 	 	 
	By: s/s Chinmay Chatterjee	 	By: s/s Chinmay Chatterjee  
	Chinmay Chatterjee, President	 	Chinmay Chatterjee, CEO
	 	 	 
	LESSOR: 	 	 
	 	 	 
	CHANTILAS PROPERTIES, LLC, an Ohio 	 	 
	
limited liability company qualified as a foreign 
	 	 
	
limited liability company in the Commonwealth 
	 	 
	of Massachusetts 	 	 
	 	 	 
	By: s/s James Chantilas      	 	 
	
James Chantilas, Authorized Member
	 	 



 



	 
	 	 	 
	





	 










EXHIBIT “A”

 


[Lease]