Exhibit 10.1
ASSIGNMENT OF LEASE AND ASSUMPTION AGREEMENT
AGREEMENT
("Assignment") made as of the 9th day of March, 2007, by and between
NITROMED, INC., a Delaware corporation ("Assignor") and SHIRE HUMAN GENETIC
THERAPIES, INC., a Delaware corporation ("Assignee").
W I T N E S S E T H
WHEREAS, Assignor is the tenant under that certain lease dated January 30, 2004,
by and between Assignor and Patriot Partners Lexington, LLC, as successor in
interest to PM Atlantic Lexington, LLC (the "Landlord") as amended on March 9,
2007 (the "Lease"), annexed hereto and made a part hereof pertaining to certain
premises legally described therein (the "Premises"), and
WHEREAS, capitalized terms used herein without definition which are defined in
the Lease shall have the respective meanings ascribed to them therein.
NOW, THEREFORE, in consideration of the sum of ten dollars ($10.00) and for
other good and valuable consideration, the mutual receipt and legal sufficiency
of which is hereby acknowledged, the parties hereto do hereby agree as follows:
1.
ASSIGNOR HEREBY ASSIGNS TO ASSIGNEE THE ESTATE OF ASSIGNOR AS
TENANT CREATED BY THE LEASE, TOGETHER WITH: (A) ALL OF ASSIGNOR'S RIGHT, TITLE
AND INTEREST IN, TO AND UNDER THE LEASE AND THE DOCUMENTATION SET FORTH IN
EXHIBIT A ATTACHED HERETO AND THE PREMISES DEMISED THEREBY, WHICH PREMISES ARE
MORE PARTICULARLY DESCRIBED IN THE LEASE; (B) ANY AND ALL RIGHTS TO EXTEND OR
RENEW THE LEASE; AND (C) ANY AND ALL OTHER RIGHTS AND OPTIONS GRANTED TO
ASSIGNOR AS THE TENANT THEREUNDER, TO HAVE AND TO HOLD THE SAME UNTO ASSIGNEE,
ITS SUCCESSORS AND ASSIGNS, FROM AND AFTER THE "EFFECTIVE DATE" (AS THAT TERM IS
DEFINED IN SECTION 10 HEREOF).
2.
ASSIGNEE HEREBY ACCEPTS THE ASSIGNMENT OF THE LEASE AND THE
DOCUMENTATION SET FORTH IN EXHIBIT A ATTACHED HERETO FROM ASSIGNOR AND HEREBY
ASSUMES THE OBLIGATION TO OBSERVE AND PERFORM ALL OF THE TERMS, COVENANTS AND
CONDITIONS THEREOF TO BE OBSERVED OR PERFORMED BY ASSIGNOR THEREUNDER FROM AND
AFTER THE EFFECTIVE DATE.
3.
ASSIGNOR SHALL REMAIN LIABLE FOR AND WILL HOLD ASSIGNEE HARMLESS
AND INDEMNIFY ASSIGNEE AGAINST ANY AND ALL CLAIMS AND/OR LIABILITIES ARISING
FROM OR IN CONNECTION WITH THE LEASE PRIOR TO THE EFFECTIVE DATE HEREOF.
ASSIGNEE SHALL BE LIABLE FOR AND WILL HOLD ASSIGNOR HARMLESS AND INDEMNIFY
ASSIGNOR AGAINST ANY AND ALL CLAIMS AND/OR LIABILITIES ARISING FROM OR IN
CONNECTION WITH THE LEASE FROM AND AFTER THE EFFECTIVE DATE HEREOF.
4.
ASSIGNOR REPRESENTS AND WARRANTS THAT:
(A)
THE LEASE IS IN FULL FORCE AND EFFECT AND IS ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS.
THERE EXISTS NO DEFAULT OR CONDITION WHICH, WITH THE
GIVING OF NOTICE, THE PASSAGE OF
time or both, could become a default by Assignor or, to Assignor's knowledge, by
Landlord under the Lease.
(B)
OTHER THAN ASSIGNOR, THERE ARE NO PARTIES IN POSSESSION OR PARTIES
HAVING ANY CURRENT OR FUTURE RIGHT TO OCCUPY THE PREMISES DURING THE TERM OF THE
LEASE.
(C)
THERE EXISTS NO MATERIAL VIOLATION OF ANY COVENANT, CONDITION,
RESTRICTION, EASEMENT, AGREEMENT OR ORDER TO WHICH