EXHIBIT 10.112
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CONSENT TO SUBLEASE
THIS CONSENT TO SUBLEASE (this "Consent") is dated as of July 9, 1999, is
made with reference to that certain sublease dated April 28, 1997 (the "Original
Sublease"), as amended on May __, 1999 (the "Amendment"), by and between
Interneuron Pharmaceuticals, Inc., with an address at 99 Hayden Avenue,
Lexington, Massachusetts Lexington, Massachusetts 02421("Tenant") and J. Howard
& Associates, Inc., with an address at 99 Hayden Avenue, Lexington,
Massachusetts 02421 ("Sublessee"), and is entered into by and among Ledgemont
Realty Trust, with an address at 177 Milk Street, Boston, Massachusetts 02109
("Landlord"), Tenant and Sublessee, with reference to the following facts:
(A) Landlord and Tenant are the parties to that certain lease dated as of
February 5, 1997, as amended ("Master Lease");
(B) Tenant and Sublessee previously entered into the Original Sublease;
(C) The Master Lease provides, inter alia, that Tenant may enter into the
Original Sublease, but may not enter into any other sublease without
Landlord's prior written approval.
(D) Tenant and Sublessee have herewith presented the fully-executed
Amendment (a true copy of which is attached hereto) to Landlord for
Landlord's approval, upon all of the terms and conditions hereinafter
appearing.
(E) The Original Sublease as amended by the Amendment is referred to herein
as the Sublease.
NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
Landlord hereby consents to the Sublease upon the terms and conditions set
forth in the General Conditions of Consent to Sublease attached hereto and made
an integral part hereof.
EXECUTED under seal as of the date first written above.
LANDLORD: TENANT:
LEDGEMONT REALTY TRUST INTERNEURON PHARMACEUTICALS, INC.
By: /s/ Robert L. Beal By: /s/ Glenn L. Cooper, M.D.
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Trustee Duly Authorized
SUBLESSEE:
J. HOWARD & ASSOCIATES, INC.
By: /s/ Verna Ford
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Duly Authorized
GENERAL CONDITIONS OF CONSENT TO SUBLEASE
The following terms and conditions are an integral part of the foregoing
Consent to Sublease.
1. Neither the Master Lease, the Sublease nor this Consent shall be
deemed, nor are they intended, to grant to Sublessee any rights
whatsoever against Landlord. Sublessee hereby acknowledges and agrees
that its sole remedy for any alleged or actual breach of its rights in
connection with the Sublease shall be solely against Tenant. Sublessee
acknowledges and agrees that it is not a third party beneficiary under
the Master Lease, and is not entitled to assert any of Tenant's rights
thereunder against Landlord, whether in its own right or on behalf of
Tenant.
2. This Consent shall not release Tenant from any existing or future duty,
obligation or liability to Landlord pursuant to the Master Lease, nor
shall this Consent change, modify or amend the Master Lease in any
manner, except insofar as it consititutes Landlord's consent to the
Sublease. Notwithstanding the generality of the foregoing, (i) this
Consent expressly shall not absolve Tenant from the requirement set
forth in the Master Lease that Tenant obtain Landlord's prior written
approval of any additional subleases, assignments or other dispositions
of its interest in the Master Lease or the Premises (as defined in the
Master Lease) an d(ii) this Consent shall not constitute Landlord's
consent to any alteration of the premises leased under the Master
Lease.
3. In the event Tenant is in default under any of the terms and provisions
of the Master Lease, Landlord may elect to receive directly from
Sublessee all sums due or payable to Tenant by Sublessee pursuant to
the Sublease, and upon receipt of Landlord's notice, Sublessee shall
thereafter pay to Landlord any and all payments then owing from Tenant.
Neither the service of such written notice nor the receipt of such
direct payments shall cause Landlord to assume any of Tenant's duties,
obligations and/or liabilities under the Sublease, nor shall such event
impose upon Landlord the duty or obligation to honor the Sublease, nor
subsequently to accept any purported attornment by Sublessee.
4. Sublessee hereby acknowledges that it has read and has knowledge of all
of the terms, provisions, rules and regulations of the Master Lease and
agrees not to do or omit to do anything which would cause Tenant to be
in breach of the Master Lease. Any such act or omission shall also
constitute a breach of the Master Lease and this Consent and shall
entitle Landlord to recover any damage, loss, cost, or expense which it
thereby suffers, from Tenant and/or Sublessee.
5. In the event of any litigation between the parties hereto with respect
to the subject matter hereof the unsuccessful party agrees to pay to
the successful party all reasonable costs, expenses and attorneys' fees
incurred therein by the successful party, which may be included as part
of a judgment rendered therein.
6. The parties acknowledge that the Sublease constitutes the entire
agreement between Tenant and Sublessee with respect to the subject
matter thereof insofar as Landlord may be concerned, and that no
amendment, termination, modification or change therein will be binding
upon Landlord unless Landlord shall have given its prior written
consent thereto.
7. This Consent shall be binding upon and shall inure to the benefit of
the parties' respective successors in interest and assigns, subject at
all times, nevertheless, to all agreements and restrictions contained
in the Master Lease, the Sublease, and herein, with respect to
subleasing, assignment, or other transfer. The agreements contained
herein constitute the entire understanding between the parties with
respect to the subject matter hereof, and supersede all prior
agreements, written or oral, inconsistent herewith. Tenant and
Sublessee warrant and agree that neither Landlord nor any of its agents
or other representatives have made any representations concerning the
Premises, their condition, the Sublease or the Master Lease.
8. Notice required or desired to be given hereunder shall be effective
either upon personal delivery or three (3) days after deposit in the
United States mail, by registered or certified mail, return receipt
requested, addressed to the Landlord at the address set forth in the
Master Lease for the payment of rent, or to Tenant or Sublessee at the
address of the Premises or of the subleased Premises, respectively. Any
party may change its address for notice by giving notice in the manner
hereinabove provided.
9. Notwithstanding anything to the contrary set forth herein or elsewhere,
if the Master Lease was guaranteed at the time of execution or at any
time prior hereto by any guarantor, then Tenant shall deliver to
Landlord with this Consent a counterpart of this Consent indicating the
approval thereof by any and all such guarantor(s).
10. Tenant and Sublessee agree to indemnify and hold Landlord harmless from
and against any loss, cost, expense, damage or liability, including
reasonable attorney's fees, incurred as a result of a claim by any
person or entity (i) that it is entitled to a commission, finder's fee
or like payment in connection with the Sublease or (ii) relating to or
arising out of the Sublease or any related agreements or dealings.