2007, ASSIGNOR SHALL AT ITS SOLE EXPENSE
DECOMMISSION THE PREMISES IN ACCORDANCE WITH ALL APPLICABLE LAWS AND WITH THE
REQUIREMENTS SET FORTH IN EXHIBIT B ATTACHED HERETO (THE "DECOMMISSIONING
WORK").
IF ASSIGNOR FAILS TO COMPLETE SUCH DECOMMISSIONING WORK ON OR BEFORE
MARCH 9, 2007, WHICH FAILURE CONTINUES FOR MORE THAN TWENTY (20) DAYS AFTER
NOTICE TO ASSIGNOR THEREOF, ASSIGNEE MAY, BUT SHALL HAVE NO OBLIGATION TO,
COMPLETE SUCH DECOMMISSIONING WORK AT ASSIGNOR'S SOLE COST AND EXPENSE.
(F)
ASSIGNOR HEREBY ASSIGNS TO ASSIGNEE ALL OF ASSIGNOR'S RIGHT,
TITLE AND INTEREST IN AND TO THE FURNITURE, LABORATORY EQUIPMENT, AND OTHER
PERSONAL PROPERTY LISTED ON EXHIBIT C
IN ITS "AS IS" CONDITION WITHOUT ANY
REPRESENTATION OR WARRANTY ON THE PART OF ASSIGNOR EXCEPT THAT ASSIGNOR SHALL
WARRANT TO ASSIGNEE THAT ASSIGNOR HAS GOOD AND CLEAR TITLE TO ALL SUCH PROPERTY,
THE RIGHT TO CONVEY SUCH PROPERTY TO ASSIGNEE AND THAT ALL SUCH PROPERTY SHALL
BE FREE AND CLEAR OF ALL LIENS AND CLAIMS OF THIRD PARTIES IN AND TO SUCH
PROPERTY OR ANY OF IT.
ON THE EFFECTIVE DATE, ASSIGNOR SHALL DELIVER TO
ASSIGNEE A BILL OF SALE FOR SUCH PROPERTY IN THE FORM OF EXHIBIT D ATTACHED
HERETO.
(G)
ON THE EFFECTIVE DATE, ASSIGNOR SHALL DELIVER TO ASSIGNEE THE
AMOUNT OF ONE MILLION ONE HUNDRED SIXTY THOUSAND TWO HUNDRED AND THIRTY SEVEN
DOLLARS AND EIGHTY NINE CENTS ($1,160,237.89) AS CONSIDERATION FOR ASSIGNEE'S
ASSUMPTION OF THE LEASE.
(H)
ON OR BEFORE THE EFFECTIVE DATE, ASSIGNEE SHALL DELIVER TO
LANDLORD A HAZARDOUS WASTE MANAGEMENT PROGRAM PURSUANT TO SECTION 17.6 AND
EXHIBIT 7 OF THE LEASE.
(I)
FOR PURPOSES OF SECTION 26 OF THE LEASE, THE ASSIGNEE'S ADDRESS
SHALL BE AS FOLLOWS:
Shire Human Genetics Therapies, Inc.
700 Main Street
Cambridge, MA 02139
Attn:
Vice President, Facilities and Engineering Operations
Shire Human Genetics Therapies, Inc.
700 Main Street
Cambridge, MA 02139
Attn:
Legal Counsel
6.
ALL TIMES SET FORTH HEREIN SHALL BE OF THE ESSENCE.
7.
ASSIGNOR AND ASSIGNEE EACH REPRESENT AND WARRANT ONE TO THE OTHER
THAT, EXCEPT AS MAY BE HEREINAFTER SET FORTH, NEITHER OF THEM HAS EMPLOYED ANY
BROKER IN CONNECTION WITH THE NEGOTIATIONS OF THE TERMS OF THIS ASSIGNMENT OR
THE EXECUTION HEREOF.
ASSIGNOR AND ASSIGNEE HEREBY AGREE TO INDEMNIFY AND TO
HOLD EACH OTHER HARMLESS AGAINST ANY LOSS, EXPENSE OR LIABILITY WITH RESPECT TO
ANY CLAIMS FOR COMMISSIONS OR BROKERAGE FEES ARISING FROM OR OUT OF ANY BREACH
OF THE FOREGOING REPRESENTATION AND WARRANTY.
EACH OF ASSIGNOR AND ASSIGNEE HAS
EMPLOYED AS ITS BROKER RICHARDS BARRY JOYCE AND PARTNERS, LLC (THE "BROKER").
ASSIGNOR SHALL BE RESPONSIBLE FOR ANY COMMISSION DUE BROKER IN CONNECTION WITH
THIS ASSIGNMENT.
3
8.
THIS AGREEMENT SHALL BE BINDING UPON AND SHALL INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
9.
ASSIGNOR AND ASSIGNEE EACH REPRESENT AND WARRANT TO THE OTHER
THAT THEY HAVE ALL REQUISITE AUTHORITY TO ENTER INTO THIS ASSIGNMENT AND TO BE
BOUND BY ALL TERMS AND PROVISIONS SET FORTH HEREIN.
THIS ASSIGNMENT IS MADE
PURSUANT