Exhibit 10.55
AGREEMENT FOR SALE OF REAL ESTATE
(735 Airport Road)
This Agreement for Sale of Real Estate (hereinafter referred to as the
"Agreement") is made and entered into on the 15th day of November, 2005 (the
"Effective Date"),
BETWEEN
735 AIRPORT ROAD, L.L.C., a New Jersey limited liability company,
whose mailing address is 1195 Airport Road, Unit 6B, Lakewood, New Jersey 08701
(hereinafter referred to as "Seller"),
AND
VIVUS REAL ESTATE LLC, a New Jersey limited liability company,
whose address is c/o Vivus, Inc., 1172 Castro Street, Mountain View, California
94040 (hereinafter referred to as "Buyer").
1.
PURCHASE AGREEMENT.
SELLER AGREES TO
SELL, AND BUYER AGREES TO PURCHASE, THE PROPERTY DESCRIBED IN SECTION 2 OF THIS
AGREEMENT.
2.
PROPERTY SUBJECT TO THIS AGREEMENT.
THE
PROPERTY TO BE SOLD PURSUANT TO THIS AGREEMENT (THE "PROPERTY") CONSISTS OF THE
REAL PROPERTY, AND ALL OF SELLER'S RIGHTS RELATING THERETO, COMMONLY KNOWN AS
735 AIRPORT ROAD, IN THE TOWNSHIP OF LAKEWOOD, COUNTY OF OCEAN, AND STATE OF NEW
JERSEY (THE "LAND"), TOGETHER WITH ALL BUILDINGS AND IMPROVEMENTS THEREON, AND
ALL AND SINGULAR THE RIGHTS, BENEFITS, PRIVILEGES, EASEMENTS, TENEMENTS,
HEREDITAMENTS, AND APPURTENANCES THEREON OR IN ANYWISE APPERTAINING TO THE REAL
PROPERTY, INCLUDING ANY AND ALL MINERAL RIGHTS, DEVELOPMENT RIGHTS, WATER RIGHTS
AND THE LIKE; AND ALL RIGHT, TITLE, AND INTEREST OF SELLER, IF ANY, IN AND TO
ALL STRIPS AND GORES AND ANY LAND LYING IN THE BED OF ANY STREET, ROAD OR ALLEY,
OPEN OR PROPOSED, ADJOINING THE REAL PROPERTY.
THE LAND IS DESIGNATED ON THE
MUNICIPAL TAX MAP OF THE TOWNSHIP OF LAKEWOOD AS BLOCK 1160.01 LOT 229, AND IS
MORE FULLY DESCRIBED IN EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF.
THE
PROPERTY INCLUDES:
(I)
THE BUILDINGS, PARKING AREAS,
IMPROVEMENTS, FIXTURES AND LANDSCAPING NOW SITUATED ON THE LAND (THE
"IMPROVEMENTS"); AND
(II)
ANY AND ALL FURNITURE, PERSONAL PROPERTY,
MACHINERY, APPARATUS AND EQUIPMENT OWNED BY SELLER AND CURRENTLY USED IN THE
OWNERSHIP, OPERATION, REPAIR AND
MAINTENANCE OF THE PROPERTY (COLLECTIVELY THE "PERSONAL PROPERTY"), BUT
EXPRESSLY EXCLUDING ANY PROPERTY OWNED BY ANY TENANT OF THE PROPERTY; AND
(III)
ALL ASSIGNABLE WARRANTIES AND GUARANTIES (IF
ANY) ISSUED IN CONNECTION WITH THE IMPROVEMENTS OR THE PERSONAL PROPERTY; AND
(IV)
ALL TRANSFERABLE CONSENTS, AUTHORIZATIONS,
VARIANCES OR WAIVERS, LICENSES, PERMITS, AND APPROVALS FROM ANY GOVERNMENTAL OR
QUASI GOVERNMENTAL AGENCY, DEPARTMENT, BOARD, COMMISSION, BUREAU OR ANY OTHER
ENTITY OR INSTRUMENTALITY IN RESPECT OF THE IMPROVEMENTS; AND
(v)
to the extent transferable, all of Seller's
right, title, and interest in and to all intangible personal property related to
the Property, including but not limited to the plans and specifications,
surveys, engineering reports and other architectural engineering drawings
relating to the Improvements, to the extent that such property is in Seller's
possession or control.
3.
PURCHASE PRICE.
THE PURCHASE PRICE OF
THE PROPERTY (THE "PURCHASE PRICE") IS THREE MILLION ONE HUNDRED FIFTY-FIVE
THOUSAND FIVE HUNDRED FIFTY-FIVE AND 00/100 DOLLARS ($3,155.555.00).
4.
Payment of Purchase Price.
Buyer will
pay the Purchase Price as follows:
(a)
Upon execution of this