exv10w8



 





Exhibit 10.8




LEASE TERMINATION AGREEMENT



THIS LEASE TERMINATION AGREEMENT (this “Agreement”) is made as of June 8, 2006 by and between
Carson Dominguez Properties, L.P. (“Lessor”), and Micromet, Inc. (successor by merger to CancerVax
Corporation) (“Lessee”), with reference to the following recitals:




RECITALS



WHEREAS, Lessor and Lessee are parties to that certain Standard Industrial Multi-Tenant Lease-Net,
dated as of July 14, 2004 (the “Lease”), pursuant to which Lessor leased to Lessee’s predecessor
certain premises located at 18120 Central Avenue, Carson, California, as more particularly
described in the Lease (the “Premises”); and



WHEREAS, Lessor and Lessee now wish to terminate the Lease and the leasing relationship set forth
therein upon the terms and conditions set forth herein; and



NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee hereby agree as
follows:




     1. Defined Terms; Termination Date: Terms used herein and not defined shall
have the meanings set forth in the Lease. Subject to the provisions hereof, the Lease and all
rights and obligations of Lessor and Lessee thereunder shall terminate as of 5 p.m., Los Angeles
time, on June 30, 2006 (the “Lease Termination Date”), other than those rights and obligations that
the Lease provides survive termination, provided that notwithstanding anything contained in the
Lease or herein to the contrary, the survival of any obligations of Lessee shall expire on the last
of (i) the date Lessor receives the Termination Fee payment from Lessor as provided in Paragraph 3
herein, (ii) the date Lessor receives the Demolition Deposit as provided in Paragraph 4 herein,
(iii) the date Lessee actually vacates the Premises in accordance with this Agreement and the
Lease, and (iv) the Lease Termination Date. On or before the Lease Termination Date, Lessee shall
surrender possession of the Premises to Lessor in accordance with the terms of the Lease, except as
specifically modified by this Agreement, and deliver to Lessor all keys to locks at the Premises.



     2. Covenants, Representations and Warranties; Security Deposit: Lessee represents and
warrants to Lessor that, except for damages described in this Paragraph 2, to Lessee’s best
knowledge, there is no damage to the Premises that Lessee would be required to correct under the
Lease, and that Lessee is the sole owner of the tenant interest under the Lease. Prior to the
Lease Termination Date, Lessee shall remove all personal property from the Premises and repair any
damage resulting from such removals. Promptly following the performance by Lessee of all of its
obligations hereunder including payment of the Demolition Deposit, and in any event, not later than
30 working days thereafter, Lessor shall release Lessee’s Bank of America letter of credit #3065045
held as Security Deposit. Each of Lessor and Lessee hereby represents and warrants that the other
party is not otherwise in breach of and each is not aware of any event which with the passage of
time would result in an event of default under the Lease, and other than the obligations set forth
in this Agreement, there are no other obligations which have not been met or fulfilled under the
Lease.



 









 





     3. Termination Fee: In consideration of Lessor’s agreement to accept an early
termination of the Lease, Lessee agrees to pay Lessor on the date hereof in immediately available
funds, a termination fee equal to $200,066.00 (the “Termination Fee”).



     4. Demolition Expenses: Pursuant to the Lease, Lessee is obligated to cause the
demolition of Lessee’s tenant improvements. Lessor shall perform such obligations on behalf of
Lessee, and Lessee shall pay the costs thereof by delivering to Lessor on the date hereof in
immediately available funds a demolition cost deposit in the amount of $362,192.00 (the “Demolition
Deposit”). The Demolition Deposit shall be used for the demolition of improvements to the Premises
made by Lessee and repairs and restoration to the Premises occasioned thereby. Any costs in excess
of the Demolition Deposit for the demolition of Lessee’s improvements shall be paid by Lessor.



     5. Utilities: Effective on the Lease Termination Date Lessee shall transfer all
utilities into Lessor’s name. If any utilities are not transferred as of the Lease Termination
Date, Lessee and Lessor agree that the costs will be prorated as of the Lease Termination Date,
with Lessee paying all costs attributable to the period prior to and including the Lease
Termination Date. Any and all utility deposits paid by Lessee shall be returned to Lessee upon the
transfer of the utility services.



     6. Performance Through Lease Termination Date: Each of Lessee and Lessor expressly
understands and agrees that it shall be obligated to fully comply with all terms and conditions of
and to perform all of its respective obligations under the Lease through and until the Lease
Termination Date.



     7. Condition to Effectiveness: Lessor’s agreement to accept an early termination of
the Lease is expressly conditioned upon (i) Lessee vacating the Premises on or before the Lease
Termination Date and Lessee paying the Lease Termination Fee and Demolition Deposit in full in
immediately available funds and (ii) the full execution of a new lease agreement between Lessor and
JAS Forwarding USA, Inc. for the Premises. Upon satisfaction of the foregoing, this Agreement
shall, automatically and without any further action, be effective and binding upon the parties. If
such conditions are not satisfied on or before the Lease Termination Date, Lessor may terminate
this Agreement, in which event Lessor shall return the Termination Fee and Demolition Deposit to
Lessee.



     8. Miscellaneous: This Agreement can be amended only by an amendment in writing
signed by all the parties, and any term herein can be waived only by a written waiver signed by the
party against whom such waiver is to be asserted. This Agreement is intended to be the final
expression of the parties’ agreement and supersedes any and all prior restrictions, promises,
representations, warranties, agreements, understandings and undertakings between the parties with
respect to the within subject matter. There are no restrictions, promises, representations,
warranties, agreements, understandings or undertakings with respect to such subject matter other
than those set forth or referred to herein. Time is of the essence in this Agreement.



 









 





     9. This Agreement may be executed in one or more counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute one and the same instrument.



     IN WITNESS WHEREOF, the parties hereto have executed or caused their duly authorized
representatives to execute, this Agreement as of the date and year first above written.



	 	 	 	 	 	 	 	 	 
	LESSOR:	 	LESSEE:
	 
	 	 	 	 	 	 	 	 
	CARSON DOMINGUEZ PROPERTIES, L. P.	 	MICROMET, INC.
	 
	 	 	 	 	 	 	 	 
	By:	 	Carson Estate Trust, its general partner	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	By:	 	/s/ James D. Flynn	 	By:	 	/s/ Gregor Mirow
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	     James D. Flynn	 	 	 	     SVP Operations
	 
	 	 	 	     President	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	By:	 	/s/ Matthew J. Vanderhorst	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	     Matthew J. Vanderhorst	 	 	 	 
	 
	 	 	 	     Senior Vice President