EXHIBIT 10.57
CONSENT TO SUBLEASE AND AGREEMENT
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THIS CONSENT TO SUBLEASE AND AGREEMENT ("Consent") is made as of this 29th
day of January, 1999, by and between MASSACHUSETTS INSTITUTE OF TECHNOLOGY, a
Massachusetts educational corporation with an address of 000 Xxxx Xxxxxx, Xxxxx
000, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 Attention: Director of Real Estate ("MIT"),
MILLENNIUM PHARMACEUTICALS, INC., a Delaware corporation with an address of 000
Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 ("Millennium"), and LIFELINE
SYSTEMS, INC., a Massachusetts corporation with an address of 000 Xxxxxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 ("Lifeline Systems").
WHEREAS, MIT, as landlord, and Millennium, as tenant, entered into a
certain lease dated August 26, 1993, as amended (the "Prime Lease"), concerning
certain premises (the "Millennium Premises") located in the building at 000
Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxxx (the "Building").
Capitalized terms used in this Consent which are defined in the Prime Lease and
not otherwise defined herein shall have the same meaning herein as therein; and
WHEREAS, Millennium now desires to sublease a portion of the Millennium
Premises (the "Subleased Premises") to Lifeline Systems upon the terms and
conditions set forth in a certain sublease dated as of January 27, 1999, a copy
of which is attached hereto and incorporated herein as Exhibit "A" (the
"Sublease"), and, as required by the terms of the Prime Lease, has requested
MIT's consent thereto; and
WHEREAS, MIT is willing to consent to the Sublease solely upon the terms
and conditions hereinafter set forth and in consideration of the undertakings of
Lifeline Systems and Millennium as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
hereinafter, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is hereby agreed by and between
the parties as follows:
1. MIT hereby consents to the Sublease from Lifeline Systems to
Millennium in the form attached hereto and incorporated herein as Exhibit "A",
subject to the terms and conditions hereinafter set forth.
2. Notwithstanding the consent of MIT to the Sublease, Millennium shall
remain directly and primarily responsible for any and all obligations of
Millennium under the terms and conditions of the Prime Lease, including, but not
limited to the obligation to pay to MIT Basic Rent, Additional Rent and other
charges as provided in the Prime Lease. Further, MIT's consent to the Sublease
shall in no manner be deemed to release Millennium from any liability of any
nature whatsoever, nor to release Millennium in any manner from any obligation
or responsibility pursuant to the Prime Lease, whether heretofore or hereafter
arising, except as otherwise provided in Section
16 of the Sixth Amendment to Lease of even date herewith executed by MIT and
Millennium..
3. Lifeline Systems hereby acknowledges and agrees that the Sublease and
all of its rights pursuant to the Sublease are and shall at all times be subject
and subordinate to all of the terms, conditions and limitations set forth in the
Prime Lease; and, in the event of any conflict or variance between the terms and
conditions of the Prime Lease and this Consent, on the one hand, and the terms
and conditions of the Sublease other than as provided in Section 1.1 of the
Sublease, on the other, the terms and conditions of the Prime Lease and this
Consent shall be deemed to control in each and every event and circumstance,
unchanged and unaltered by the terms and conditions of the Sublease and
notwithstanding any term or provision of the Sublease except that the provisions
of Section 1.1 of the Sublease shall control over the Prime Lease and this
Consent.
4. MIT shall not in any manner be deemed to have assumed or undertaken
any obligation or responsibility of any nature to Lifeline Systems, and Lifeline
Systems hereby covenants and agrees to look solely to Millennium for
satisfaction of any claim, demand or liability of any nature in any manner
arising out of or relating to the Sublease or Lifeline Systems use and occupancy
of the Subleased Premises.
5. Notwithstanding anything to the contrary contained herein, the consent
of MIT to the Sublease, as set forth herein, shall in no manner be deemed to be
a waiver of the restrictions of the Prime Lease as to any future assignment,
subletting or permission to use or occupy all or any portion of the Millennium
Premises on any occasion subsequent hereto. Notwithstanding anything to the
contrary contained in the Sublease or in the Prime Lease, without the prior
written consent of MIT in each instance (which consent may be withheld by MIT in
its sole and absolute discretion), Lifeline Systems shall not sublet the
Subleased Premises or any portion thereof, nor assign or in any way transfer its
interest in the Sublease, nor suffer or permit others to occupy the Subleased
Premises, nor suffer or permit the Sublease to be assigned or transferred by
operation of law or otherwise, except as expressly provided in the last sentence
of the first paragraph of Section 6.2.1 of the Sublease.
6. Neither this Consent nor any provision hereof may be waived, modified,
amended, discharged or terminated, except by an instrument in writing signed by
the party against which the enforcement of any such waiver, modification,
amendment, discharge or termination is sought, and then only to the extent set
forth in such instrument. Further, the Sublease shall not be amended or
modified in any respect, nor may the term thereof be extended, without the prior
written consent of MIT.
7. Any notice or demand which under the terms of this Consent must or may
be given by the parties hereto shall be in writing, in each case addressed to
the respective addresses hereinbefore given, and shall be given in the manner
in, and shall be effective as provided in, the Prime Lease. Any party may
designate by written notice given in the manner provided in this Section a new
or other address to which such notice or demand shall thereafter be so given.
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8. This Consent shall be construed in accordance with and governed by the
laws of the Commonwealth of Massachusetts. All covenants, agreements,
conditions and undertakings as contained in this Consent shall extend to and be
binding upon the legal representatives, successors and permitted assigns of each
of the respective parties hereto. Each party hereby represents and warrants to
the others that it has the full right, power and authority to enter into this
Consent, and to perform all of their respective obligations thereunder, and that
the person signing this Consent on its behalf has the requisite lawful authority
to do so.
EXECUTED under seal as of the day and year first above written.
MASSACHUSETTS INSTITUTE OF
TECHNOLOGY
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Associate Treasurer
LIFELINE SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Vice President Finance/
Chief Financial Officer
MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President Finance
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