ASSIGNMENT AND ASSUMPTION OF LEASE
This Assignment and Assumption of Lease (Assignment) is entered into and made effective as of the 1st day of April, 2017, by and between METABOLIC SOLUTIONS DEVELOPMENT COMPANY, LLC a Delaware limited liability company (Assignor) and CIRIUS THERAPEUTICS, INC., a Delaware corporation (Assignee), and consented to by MAIN STREET EAST, LLC, a Michigan limited liability company (Landlord).
1. Assignor does hereby grant, convey, transfer and assign to Assignee, its successors and assigns, all of Assignors rights, title and interest in and to that certain Lease Agreement between Landlord and Assignor dated as of November 30, 2009, as amended by that Addendum to Lease Agreement dated as of October 31, 2011, that Second Addendum to Lease Agreement dated as of December 16, 2014, that Third Addendum to Lease Agreement dated December 16, 2015, and that Fourth Addendum to Lease Agreement dated April 29, 2016 including any security deposit and all other amendments, modifications, extensions and renewals thereof, a true, full and complete copy of which is attached hereto as Exhibit A (Lease), pertaining to the leasing of that certain real property (including all improvements located thereon) located at 161 East Michigan Avenue, Kalamazoo, Michigan and containing approximately 2,901 square feet of leasable space (Premises).
2. Assignor represents and warrants, to the best of its knowledge and as of the date hereof, that neither Assignor nor the Landlord under the Lease, are in breach of or default under any terms and provisions of the Lease and that Assignor is currently paying $3,810 a month under the Lease.
3. Assignor hereby agrees to indemnify, protect, defend and hold Assignee harmless from and against all occurrences, claims, demands, losses, damages, expenses and costs (including reasonable attorneys fees) incurred, arising out of, or in connection with Assignors failure, prior to the effective date of this Assignment, to observe, perform and discharge any and all of Assignors covenants, obligations and duties pursuant to the Lease.
4. Assignee does hereby accept and assume such grant, conveyance, transfer and assignment of the Lease, and agrees to perform and be bound by all of the covenants, obligations and duties first arising pursuant to the Lease from and after the effective date of this Assignment.
5. Assignee hereby agrees to indemnify, protect, defend and hold Assignor harmless from and against all occurrences, claims, demands, losses, damages, expenses and costs (including reasonable attorneys fees) incurred, arising out of, or in connection with Assignees failure, after the effective date of this Assignment, to observe, perform and discharge any and all of the covenants, obligations and duties first arising after the effective date of this Assignment pursuant to the Lease.
6. This Assignment may not be assigned by operation of law or otherwise by any party without the prior written consent of the other parties. This Assignment shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns