EXHIBIT 4.2
DATED 23/RD/ August 1999
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SUN LIFE PENSIONS MANAGEMENT LIMITED
and
CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED
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LEASE
of
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NOTE: This Lease is a new tenancy for the purposes of the Landlord and Tenant
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Ref: 2065/2174/30794054
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THIS LEASE is made the 23/rd/ day of August, 1999
BETWEEN:
(1) SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (hereinafter
called the "Landlord") and
(2) CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇ (hereinafter called the "Tenant")
WITNESSETH as follows:
1. The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
particularly described in the First Schedule hereto together with the
Landlord's fixtures and fittings therein set out in the Second Schedule
hereto (all which premises are hereinafter referred to as the "Demised
Premises") TO HOLD the same unto the Tenant for the term of twelve
years subject to the provisions for earlier determination in Clause
4.17 from and including 25/th/ December 1998 (the "Term") PAYING
THEREFOR:
FIRSTLY, yearly and proportionately for any part of a year, the rent
specified in the Fourth Schedule, by equal quarterly payments in
advance on the usual quarter days in every year, the first such payment
or a proportionate part of it (being a proportionate part of the rent
specified in paragraph 2 of the Fourth Schedule from the date hereof to
the first anniversary of the date from which the Term is calculated,
after deduction of the quarterly instalments of such yearly rent
payable on the intervening usual quarter days) to be made on the date
hereof;
SECONDLY on demand by way of additional rent (and the Landlord's
remedies for recovering rent in arrears shall apply hereto) a sum
representing interest at the rate of four pounds per centum per annum
above the Midland Bank Plc base lending rate in force at the date the
rent falls due upon any payment of rent outstanding and unpaid upon the
date when the payment of rent fell due and upon any other sum or sums
of money payable under the terms of this Lease by the Tenant to the
Landlord which shall remain unpaid the interest to be charged from the
date upon which the payment of rent fell due or the said sum or sums
was or were (as the case may be) demanded in writing throughout the
entire period during which the payment of rent or other sum or sums
remain outstanding or unpaid Provided always that this Clause shall not
prejudice in any way the Landlord's right of re-entry contained in
Clause 4.1 hereof
THIRDLY as additional rent a proportionate part (hereinafter called
"the service rent") of the Maintenance Charge (which expression in this
Lease shall mean the aggregate in any one
year of the costs expenses provisions liabilities and payments properly
incurred or otherwise provided for by the Landlord in relation to the
matters set forth in the Third Schedule hereto) being subject to the
following terms and provisions:
1.1 the amount of the service rent shall be ascertained and certified
annually by a certificate (hereinafter called "the certificate") signed
by the Landlord or its Managing Agents (which expression in this Lease
shall means the Agents (if any) nominated by the Landlord and for the
time being thereunder duly authorised by the Landlord and includes
their sub-agents to whom if requested by the Landlord in writing all
communications intended for the Landlord shall be addressed) so soon
after the end of the Landlord's financial year as may be practicable
and shall relate to such year in manner hereinafter mentioned
1.2 the expression "the Landlord's financial year" shall mean the period
from the First day of April to the Thirty-first day of March or such
other annual period as the Landlord may in its discretion from time to
time determine
1.3 a copy of the certificate for each such financial year shall be
supplied by the Landlord to the Tenant on written request and without
charge to the Tenant
1.4 the certificate shall contain a fair and accurate summary of the
Landlord's said expenses and outgoings incurred by the Landlord during
the Landlord's financial year to which it relates and the certificate
(or a copy thereof duly certified by the person by whom the same was
given) shall be conclusive evidence for the purposes hereof of the
matters which it purports to certify save in case of manifest error or
mis-statement
1.5 the annual amount of the service rent payable by the Tenant as
aforesaid shall be:
(A) a percentage of the Maintenance Charge which is
calculated by comparing the gross internal floor area
of the Demised Premises with the total gross internal
floor area of all premises (including the Demised
Premises) let or available for letting (including any
premises the freehold of which has been sold by the
Landlord but subject to the payment to the Landlord
of a service charge contribution) from time to time
on the Science Park (as defined in the First
Schedule) and the determination of such percentage by
the Landlord or its Managing Agents shall be final
(B) together with the whole of the insurance charge set
forth in Paragraph 15 of the Third Schedule
1.6 on the usual quarter days in each year during the Term the Tenant shall
pay to the Landlord such a sum (hereinafter referred to as "advance
payment") in advance and on account of the service rent for the
Landlord's financial year then current as the Landlord or its Managing
Agents shall from time to time specify to be fair and reasonable
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1.7 within a reasonable period after the end of each Landlord's financial
year the Landlord shall furnish to the Tenant an account of the service
rent payable by the Tenant for that year due credit being given therein
for the advance payments made by the Tenant in respect of the said year
and upon the furnishing of such account there shall be paid by the
Tenant to the Landlord the service rent or any balance found payable or
there shall be allowed or (after the expiry of the Term) repaid by the
Landlord to the Tenant any amount which may have been overpaid by the
Tenant by way of advance payment as the case may require PROVIDED
ALWAYS that the provisions of this sub-clause shall continue to apply
notwithstanding the expiration or sooner determination of the Term but
only in respect of the period down to such expiration or sooner
determination as aforesaid
1.8 it is hereby agreed and declared that the Landlord shall not be
entitled to re-enter under the provision in that behalf hereinafter
contained by reason only of the non payment by the Tenant of any
advance payment as aforesaid prior to the issue of the certificate for
the preceding financial year but nothing in this Clause or this Lease
contained shall disable the Landlord from maintaining an action against
the Tenant in respect of non payment of any such advance payment
notwithstanding that the certificate had not been issued at the time of
the proceedings subject nevertheless to proof in such proceedings by
the Landlord that the advance payment demanded and unpaid is of a fair
and reasonable amount having regard to the prospective service rent
ultimately payable by the Tenant
2. THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:
2.1 To pay Rent
To pay the rents hereby reserved and made payable on the days and in
manner aforesaid without any deductions or set off and (unless the
Landlord agrees otherwise) to pay the rent first reserved (together
with any VAT on it) by Banker's standing order.
2.2 To pay Outgoings
2.2.1 From time to time and at all times throughout the Term to pay
and discharge all existing and future rates taxes duties
charges community charges and assessments surcharges
impositions and outgoings whatsoever whether parliamentary
local or of any other description which now are or may at any
time during the Term be assessed imposed or charged upon or
payable in respect of the Demised Premises or any part thereof
or upon the owner or occupier in respect thereof or payable by
either in respect thereof and whether of national or local and
whether of a capital or revenue nature and even though of a
wholly novel character provided that the Tenant shall not in
any event be liable for any payments as shall be occasioned by
any development disposition of or dealing with the ownership
of any estate or interest expectant in
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reversion on the determination of the Term or subject to
Clause 4.6 hereof upon the rents received by the Landlord
2.2.2 To pay all charges for water, gas and electricity (including
meter rents) consumed in the Demised Premises during the Term.
2.2.3 To keep the Demised Premises in rateable occupation during the
last three months of the Term or such longer period as The
Secretary of State may specify as "the standard period" for
the purpose of Section 42 of the Local Government Planning and
Land ▇▇▇ ▇▇▇▇
2.2.4 Immediately and in any case within seven days of receipt of
any proposal by the Valuation Officer or Rating Authority
respecting the rating assessment of the Demised Premises to
give notice thereof to the Landlord and not to agree to any
such proposal without the Landlord's written consent (such
consent not to be unreasonably withheld or delayed)
2.3 To repair and keep clean and tidy
2.3.1 Subject always to the proviso hereinafter appearing well and
substantially to repair cleanse maintain and keep in good and
substantial repair and condition the Demised Premises and
without prejudice to the generality of the foregoing well and
substantially to repair and keep in repair and maintain all
party walls (jointly with tenants of adjoining premises) and
all fencing and boundary walls lighting heating and
ventilation and drainage systems plate glazing water gas and
other installations fire fighting equipment and all other
machinery and Landlord's fixtures and fittings in the Demised
Premises and exclusively serving the same and all sewers
drains channels watercourses gutters rainwater and soil pipes
and cables and supply lines exclusively serving the same
(damage by any of the insured risks save where the insurance
moneys shall be irrecoverable in consequence of any act or
default of the Tenant or its agents licensees servants or
invitees or damage to the Tenant's trade fixtures fittings and
stock (if any) only excepted)
2.3.2 To keep the Demised Premises maintained to a good standard of
decorative order and properly clean and, as often as necessary
and at least once in every third year as to the exterior of
the Demised Premises and once in every fifth year as to the
interior of the Demised Premises and also in the last year of
the Term (but not twice in any period of 18 months), to
redecorate and treat the Demised Premises with appropriate
materials in a good and workmanlike manner (and during the
last year of the Term in a colour scheme and with materials
approved by the Landlord).
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2.3.3 Without prejudice to the generality of the foregoing to clean
all glazing (both inside and outside and including frames) in
the Demised Premises as often as shall reasonably be necessary
but not less than once in every three months
2.3.4 To clean the brickwork cladding and other finishes in a
workmanlike manner as often as shall reasonably be considered
necessary by the Landlord
2.3.5 Immediately preceding the determination of the Term (howsoever
determined) to thoroughly clean and scour the external and
internal parts of the Demised Premises and leave the same
clean and secure in every respect on the last day of the Term
2.3.6 To make good all damage caused to the Demised Premises and all
other parts of the Science Park (as defined in the First
Schedule hereto) by the Tenant its servants agents or
licensees or caused in the furtherance of theft and within one
month (or within twenty-four hours in case of emergency) after
service upon the Tenant by the Landlord of a notice in writing
specifying any repairs for which the Tenant is responsible and
necessary to be done to commence and thereafter proceed
diligently to complete the execution of such repairs and if
the Tenant shall fail so to do the Landlord may execute such
repairs and the cost thereof shall be a debt due from the
Tenant to the Landlord and be forthwith recoverable by action
and the Landlord's remedies for recovering rent in arrears
shall apply hereto
2.3.7 To pay to the Landlord forthwith upon written demand (and the
Landlord's remedies for recovering rent in arrears shall apply
hereto) the reasonable cost to the Landlord of inspecting
repairing maintaining renewing replacing any party walls
separating the Demised Premises from any adjoining premises in
case of failure by the Tenant to comply with its obligations
under Clause 2.3.1. of this Lease
2.3.8 To take all steps necessary to prevent the freezing of water
pipes in the Demised Premises
PROVIDED ALWAYS that the Tenant shall not be liable hereunder for
latent or inherent defects in the Demised Premises.
2.4 Landlords discretion as to painting and repairs and of making
regulations
To abide by the decision of the Landlord or the Landlord's Managing
Agents as to whether and the time and manner in which any work ought to
be done pursuant to the covenants in sub- clause 2.3. of this Clause
and to comply with their reasonable directions in that behalf and as to
the mode of bringing telephone communication wires into the Demised
Premises and to abide by all reasonable regulations from time to time
in force (written details of which shall have first been given to the
Tenant) relating to the use of any parts of the Science Park which the
Tenant is entitled to use but which are not included in the Demised
Premises the
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Landlord being entitled to make and from time to time amend any such
regulations as it shall at its discretion think appropriate for the
preservation of the quality and character of the Science Park and the
amenities thereof and the wellbeing of its occupants (including but
without limiting the generality of the foregoing regulations
restricting the use of the Science Park but not the Demised Premises
for such periods as the Landlord shall deem reasonably necessary or
expedient in the interests of safety expedition of repairs or
decorations or otherwise)
2.5 Restriction on effluent and rubbish
2.5.1 Not to discharge into the drains of the Landlord any effluent
other than storm water or into the sewers of the Landlord any
effluent other then sewerage water and soil otherwise than as
authorised by license issued by Anglian Water Plc or Geodesys
Limited or other drainage authority for the time being having
jurisdiction in relation to the Science Park and strictly in
compliance with all conditions regulations and requirements
attaching to such licence PROVIDED THAT the Tenant shall at
all times indemnify the Landlord in relation to any liability
for contamination or other costs, claims or damage whatsoever
or howsoever arising from and directly attributable to such
discharge and not to wash down vehicles of any type on any
part of the Science Park
2.5.2 To supply to the Landlord within 7 days of a request therefor
a copy of any licence obtained by the Tenant pursuant to Sub-
Clause 2.5.1. above
2.5.3 Not to form any refuse dump or rubbish or scrap heap on the
Demised Premises or in any yard passageway staircase or
balcony adjacent thereto but to remove as frequently as
reasonably necessary all refuse rubbish and scrap and all used
tins cans boxes and other containers which may have
accumulated on the Demised Premises and to use the refuse
disposal receptacles (if any ) provided by the Landlord and to
keep the Demised Premises generally free from weeds deposit of
materials or refuse and clean and tidy and not to bring or
keep or suffer to be brought or kept upon the Demised Premises
or on any part of the Science Park anything which is or may
become untidy unclean unsightly or in any way detrimental to
the amenity of the neighbourhood and within two working days
to comply with the requirements of any written notice from the
Landlord to restore any amenity injured as aforesaid and in
the event of the Tenant failing to comply with such notice the
Landlord shall be entitled to enter upon the Demised Premises
or elsewhere on the Science Park and carry out any works
necessary to comply with such notice and to recover the
reasonable cost thereof from the Tenant which shall at the
option of the Landlord be recoverable from the Tenant as rent
in arrear
6
2.6 To permit entry for inspection
2.6.1 To permit the Landlord or the Landlord's Managing Agents or
such workmen as may be authorised in writing by them
respectively at all reasonable times within forty-eight hours
of notice in writing from the Landlord to the Tenant (except
in case of emergency when no notice shall be required) to
enter the Demised Premises and take a plan and examine the
state of repair and condition of the same and to keep
inventories of the fixtures and things to be surrendered at
the expiry of this Lease and within one calendar month or
sooner if requisite after notice in writing to the Tenant of
all defects and wants of reparation for which the tenant is
liable under the covenants on his part herein contained found
on such examination shall have been given or left at the
Demised Premises to proceed diligently to repair and make good
the same according to such notice and the covenants and
conditions and in accordance with the requirements of the
Landlord or the Landlord's Managing Agents and in case the
Tenant shall make default in so doing within one month of the
service of such notice (or within twenty-four hours in case of
emergency in the opinion of the Landlord) it shall be lawful
for workmen and others to be employed by the Landlord to enter
upon the Demised Premises and repair and restore the same and
all costs and expenses incurred thereby and Value Added Tax
thereon (including Surveyor's and other professional fees)
shall on demand be paid by the Tenant to the Landlord and if
not so paid shall be recoverable by the Landlord as rent in
arrear
2.6.2 To permit the Landlord or its Agents or workmen at all
reasonable times within forty-eight hours of notice in writing
from the Landlord to the Tenant (except in case of emergency
when no notice shall be required) to enter upon the Demised
Premises for the purpose of executing repairs additions or
alterations painting and redecoration to or upon any adjoining
or neighbouring premises or for making repairing renewing or
connecting or cleansing any services belonging to or leading
from the same such persons causing as little inconvenience or
interruption to business as possible and making good to the
reasonable satisfaction of the Tenant all damage to the
Demised Premises thereby occasioned
2.6.3 The Tenant shall indemnify the Landlord from and against all
liability whatsoever including all actions proceedings costs
claims and demands brought or made against the Landlord under
or by virtue of the Defective Premises ▇▇▇ ▇▇▇▇ or any Act or
Acts for the time being amending or replacing the same or any
regulations or orders made thereunder in the event of the
Landlord exercising the right to enter the Demised Premises to
carry out any description of maintenance or repair thereof
under the power contained in sub-clause 2.6.1 of this
sub-clause
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2.7 Restriction on Alterations
2.7.1 Not to make any structural alterations to the Demised Premises
or any part thereof nor to erect any new buildings or
extensions thereon and without prejudice to the generality of
the foregoing not to install any outlets for pipes wires
cables or flues through the walls doors or windows of the
Demised Premises (save as hereinafter contained) Provided
always that the cutting of one or more doors or similar
openings in a wall or walls separating the Demised Premises
from any adjoining premises occupied by the Tenant shall not
for the purposes of this sub-clause be regarded as a
structural alteration and shall require the consent of the
Landlord under Clause 2.7.2
2.7.2 Not without the previous consent in writing of the Landlord
such consent not to be unreasonably withheld or delayed (and
then only in accordance with plans previously approved in
writing by the Landlord such approval not to be unreasonably
withheld or delayed and subject to conditions reasonably
imposed by and under the supervision and to the reasonable
satisfaction of the Landlord or its Surveyors or Architects)
to make any non-structural alterations or additions to the
Demised Premises (excepting the installation of or alterations
to internal demountable partitioning for which no consent will
be necessary) and if required by the Landlord to reinstate all
such approved alterations and modifications (including
demountable partitioning) at the end of the Term (or (if
earlier) in the case of works to create an opening in walls
separating the Demised Premises from adjoining premises
occupied by the Tenant the date on which the adjoining
premises occupied by the Tenant the date on which the
adjoining premises cease to be occupied by the Tenant) to the
reasonable satisfaction of the Landlord or its Surveyor.
2.7.3 At the expiry of the Term (howsoever determined) (or(if
earlier) in the case of works to create an opening in walls
separating the Demised Premises from adjoining premises
occupied by the Tenant the date on which the adjoining
premises cease to be occupied by the Tenant) if and to the
extent required by the Landlord to remove all alterations or
additions made to the Demised Premises or any part by the
Tenant or its predecessors in title prior to the date of this
lease pursuant to any previous tenancy of the Demised Premises
under which the Tenant or any predecessor in title of the
Tenant was permitted to carry out alterations to the Demised
Premises subject to a liability to reinstate and where the
Tenant or the predecessor in title did not reinstate the
alterations on the determination of that tenancy and to
restore and make good the Demised Premises in a good and
workmanlike manner to the condition and design which existed
before the alterations were made to the reasonable
satisfaction of the Landlord or its surveyor.
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2.8 Not to affix heavy apparatus or exceed loads or overload services
2.8.1 Not to affix to the structure or any part of the Demised
Premises any heating apparatus ducting pipes or electric power
cables or any crane or hoist for the lifting or transport of
merchandise or other goods without the written permission of
the Landlord first obtained such permission not to be
unreasonably withheld or delayed such permission to be hereby
deemed and acknowledged in relation to any such apparatus
pipes cables crane or hoist affixed to the Demised Premises by
the Tenant prior to the date hereof pursuant to any previous
lease.
2.8.2 Not to suspend or permit or suffer to be suspended any heavy
load from the ceilings or main structure of the Demised
Premises nor load or use or permit or suffer to be loaded or
used the floor or structure of the Demised Premises in any
manner which will in any way impose a weight or strain in
excess of that which such premises are constructed to bear
with due margin for safety or which will in any way strain or
interfere with the structural members thereof
2.8.3 Not to overload the services to the Demised Premises
2.8.4 To pay to the Landlord on demand all reasonable costs
reasonably incurred by the Landlord in obtaining in the
opinion of a suitably qualified engineer as to whether the
Tenant has been in breach of this sub-clause 2.8 and the
Landlord's remedies for recovering rent in arrears shall apply
hereto
2.9 Not to avoid insurance
2.9.1 Not to do or permit or suffer to be done anything (save that
the permitted use from time to time shall not be deemed to be
a breach of this covenant) whereby the policy or policies of
insurance of the Demised Premises and/or the adjoining or
neighbouring premises of the Landlord may become void or
voidable and to comply with all reasonable recommendations and
requirements of the insurers as to fire precautions relating
to the Demised Premises
2.9.2 To pay to the Landlord on demand any increased premium which
the Landlord may be reasonably required to pay under any
insurance policy in respect of the Demised Premises or any
other property of the Landlord arising from the user as
hereinafter mentioned of the Demised Premises and all such
payment shall be added to the rent hereinbefore reserved and
shall be recoverable as rent
2.9.3 In the event of the Demised Premises or any part thereof being
destroyed or damaged by any of the insured risks and the
insurance moneys under any insurance against the same effected
thereon by the Landlord being wholly or partly irrecoverable
by reason
9
solely or in part of any act or default of the Tenant or its
agents licensees servants or invitees then and in every such
case the Tenant will forthwith (in addition to the said rent)
pay to the Landlord the irrecoverable proportion of the cost
of completely rebuilding and reinstating the same
2.9.4 Not to effect any policy of insurance of its own in respect of
risks covered by the insurance effected by the Landlord of the
Demised Premises (and in default any insurance money received
by or payable to the Tenant shall become the property of the
Landlord)
2.10 Dangerous substances
2.10.1 Not to keep or permit or suffer to be kept on the Demised
Premises any material liquid or gas of a dangerous combustible
corrosive explosive flammable radio-active or offensive nature
otherwise than in accordance with the provisions of any
relevant Act or Acts of Parliament or regulations made
thereunder or issued by the Health and Safety Executive or any
other like statutory body for the time being in force and
after due notice to the Landlord and the insurers of the
Demised Premises and payment of every increased or extra
premium which ought properly to be paid and in any event not
to store in the Demised Premises materials the keeping of
which may contravene any statute order or regulation or bye-
law
2.10.2 If it shall be necessary for the Landlord or any tenant of any
unit adjoining the Demised Premises to carry out any work to
such adjoining unit as a result of the storage in the Demised
Premises or any of the substances mentioned in sub-clause
2.10.1 hereof then the Tenant shall forthwith on demand pay to
the Landlord or such adjoining tenant the cost incurred in
carrying out such work as aforesaid
2.10.3 Within seven days of a request by the Landlord to supply to
the Landlord copies of any applications made by the Tenant to
any statutory or other authority or body for consent to keep
any of the matters referred to in sub-clause 2.10.1 hereof on
the Demised Premises together with copies of any licences
issued pursuant to any such applications
2.11 Dealings with the lease
2.11.1 Not to transfer, mortgage, charge, hold on trust for another,
underlet or otherwise part with possession of any part (as
distinct from the whole) of the Demised Premises or agree to
do so.
2.11.2 Not to transfer, hold on trust for another, underlet or
otherwise part with possession of the whole of the Demised
Premises or agree to do so, except that the Tenant may
transfer or underlet the whole of the Demised Premises if,
before the transfer or
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underletting is completed, the Tenant complies with the
conditions described in clause 2.11.3 or clause 2.11.4, as
applicable.
(Assignment)
2.11.3 The conditions (which are specified for the purposes of
section 19(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and which
operate without prejudice to the Landlord's right to withhold
consent on any reasonable ground) applying to a transfer of
the whole of the Demised Premises are:
(A) that the Tenant enters into an authorised guarantee
agreement, as defined in section 16 of the Landlord
and Tenant (Covenants) ▇▇▇ ▇▇▇▇, with the Landlord in
the form of the draft set out in the Sixth Schedule
hereto; and
(B) that any guarantor of the Tenant's obligations
guarantees to the Landlord that the Tenant will
comply with the authorised guarantee agreement in a
form which the Landlord reasonably requires; and
(C) that, subject as provided in paragraph ((D)) and if
the Landlord so reasonably requires, the proposed
assignee procures one, but not both, of the
following:
(1) covenants with the Landlord by an additional
guarantor or guarantors approved by the
Landlord (who shall act reasonably in giving
its approval), in terms having a form and
content reasonably required by the Landlord;
or
(2) a deposit with the Landlord of an amount in
cleared funds equal to half of the then
current yearly rent first reserved by this
lease and an amount equal to VAT on that
amount, on terms which the Landlord
reasonably requires; and
(D) if the proposed transfer is to a Group Company (which
expression shall have the meaning set out in Section
42 of the Landlord and Tenant Act 1954); and
(1) if the Tenant's obligations, or any of them,
are guaranteed by another Group Company,
that such Group Company covenants with the
Landlord terms having a form and content
reasonably required by the Landlord; or
(2) if the Tenant's obligations are not
guaranteed by another Group Company and if
the transferee is not, in the Landlord's
reasonable opinion, of equal financial
standing to the Tenant, that the proposed
transferee procures covenants by a Group
Company other than the
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Tenant and the transferee and which is, in
the Landlord's reasonable opinion, of equal
financial standing to the Tenant, in a form
which the Landlord reasonably requires; and
(3) whether or not paragraph (D)(1) or (2)
applies, if the Tenant's obligations, or any
of them, are secured by a security deposit,
the proposed transferee procures a deposit
with the Landlord of the amount and on terms
described in paragraph (C)(2); and
(E) that the Landlord's consent, which will not be
unreasonably withheld, is obtained to, and within two
months before, the transfer.
(Underletting)
2.11.4 Not to underlet the whole of the Demised Premises except:
(A) to a person who has covenanted with the Landlord:
(1) to observe the Tenant's obligations in this
Lease (other than the payment of rents);
(2) not to transfer the whole of the Demised
Premises without the Landlord's consent
(which shall not be unreasonably withheld if
the conditions which are referred to in
clause 2.11.3 are first satisfied); and
(3) not to transfer part of the Demised Premises
or to underlet or otherwise part with
possession or share the occupation of the
Demised Premises or any part of them;
(B) by reserving as a yearly rent, without payment of a
fine or premium, an amount equal to their then open
market rack rental value such rent to be approved by
the Landlord (who shall not unreasonably withhold it)
and to be payable by equal quarterly installments in
advance on the usual quarter days and by reserving,
as additional rents, amounts equal to and payable at
the same times as the other rents reserved by this
lease;
(C) by a form of underlease (which does not express any
sum to be payable by reference to a percentage or
proportion of the rent or any other sum payable under
this lease, but which requires it to be payable and
assessed in accordance with the same principles as
are required by this lease) to be approved by the
Landlord, such approval not to be unreasonably
withheld;
12
(D) by a form of underlease which requires:
(1) the principal rent reserved by it to be
reviewed upwards only at each of those
Review Dates which will occur during the
sub-term, in accordance with the same
principles which apply to rent reviews under
this lease;
(2) the underlessee to observe the Tenant's
obligations (other than the obligation to
pay rents under this lease) to the extent
they relate to the Demised Premises and
containing:
(a) a condition for re-entry by the
underlessor on breach of any
obligation by the underlessee;
(b) a qualified covenant not to transfer
the whole of the Demised Premises
(subject to prior compliance with
conditions as set out in clause
2.11.3) and an unqualified covenant
not to transfer part of the Demised
Premises or to underlet or otherwise
part with possession or share the
occupation of the Demised Premises
or any part of them;
(c) an agreement excluding sections 24
to 28 inclusive of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in relation to the
underlease, pursuant to an Order
duly made under section 38(4) of
that Act; and
(E) with the Landlord's consent, issued within two months
before completion of the underletting, which consent
(subject to compliance with the foregoing conditions
precedent) shall not be unreasonably withheld.
2.11.5 To enforce the observance by every underlessee of the
provisions of the underlease and not expressly or impliedly to
waive any breach of them, nor to vary the terms of any
underlease.
2.11.6 Not to agree any reviewed rent payable under an underlease
until the principal rent reserved by this Lease has been
reviewed and agreed in accordance with the provisions of the
Fourth Schedule hereto.
(Sharing occupation)
2.11.7 Not to share the occupation of the Demised Premises or any
part of them.
13
2.12 Notifying Landlord of dealings with the lease
2.12.1 Within ten working days after any disposition or devolution of
this lease, or of any estate or interest in or derived out of
it, to give the Landlord notice of the relevant transaction
with a certified copy of the relevant document, and to pay the
Landlord a fair and reasonable fee of not less than
twenty-five pounds for registering each notice.
2.12.2 To notify the Landlord of particulars of the determination of
every rent review under any underlease of the Demised Premises
within fourteen days after the date of determination.
2.13 To pay costs of notices and consents and orders
2.13.1 To pay all proper and reasonable costs charges and expenses
(including Solicitors costs and Surveyors fees) incurred by
the Landlord in any proceedings under Sections 146 and 147 of
the Law of Property ▇▇▇ ▇▇▇▇ or any statutory provision
replacing the same notwithstanding that forfeiture is avoided
otherwise than by relief granted by the Court
2.13.2 To reimburse to the Landlord on demand all proper and
reasonable fees costs charges and expenses incurred or
suffered by the Landlord arising out of or in connection with
or incidental to any application or request by the Tenant in
connection with the Demised Premises or any provisions of this
Lease whether or not the same shall be proceeded with by the
Tenant or shall be granted subject to conditions or arising
out of or in connection with any steps in connection with the
preparation and service of a Schedule of Dilapidations during
or within ninety days after the expiry of sooner determination
of the Term or within ninety days after the Tenant vacates the
Demised Premises whichever shall be the later (but in relation
only to dilapidations occurring during the Term)
2.13.3 To pay all proper and reasonable legal costs and disbursements
incurred by the Landlord in the recovery of arrears of rent
and any other monies due hereunder from the Tenant to the
Landlord and proceedings in connection therewith
2.14 User
2.14.1 Subject to sub-clause 2.16 hereof to use the Demised Premises
for such use within Class B1 of the Town and Country Planning
(Use Classes) Order 1987 as shall be first approved in writing
by the Landlord (such consent not to be unreasonably withheld
or delayed where the proposed use is compatible with uses on a
Science Park and does not conflict with good estate
management) and for no other purpose
14
2.14.2 Not to use the car parking spaces on the Science Park
allocated to the Tenant pursuant to the provisions of the
First Schedule otherwise than for parking private motor cars
of the Tenant its employees and visitors
2.15 Advertisements and signs
2.15.1 Not to affix or permit to be affixed or exhibited to or upon
any part of the exterior of the Demised Premises or on the
interior visible from the exterior any placard poster sign
notice or advertisement save those of a type size and in
positions approved in writing by the Landlord
2.15.2 At the end of the Term (howsoever determined) and if so
required by the Landlord to remove such placard poster sign or
advertisement from the Demised Premises and to make good to
the reasonable satisfaction of the Landlord or its Surveyors
any damage caused to the Demised Premises by such removal
2.15.3 Always to display and maintain a suitable sign in a location
reasonably prescribed by the Landlord showing the name (or
trading name) of every permitted occupier of the Demised
Premises
2.16 To comply with statutory provisions
2.16.1 At all times during the Term to observe and comply in all
respects with the provisions and requirements of any and every
enactment (which expression in this covenant includes as well
any and every Act of Parliament already or hereafter to be
passed as any and every order regulation and bye-law already
or hereafter to be made under or in pursuance of any such Act)
so far as they relate to or affect the user of the Demised
Premises or any additions or improvements thereto or the user
thereof for the purpose of any manufacture process trade or
business or the employment therein of any person or persons or
any fixtures machinery plans or chattels for the time being
affixed thereto or being thereupon or used for the purposes
thereof and to execute all works and provide and maintain all
arrangements which by or under any enactment or by any
government department local authority or other public
authority or duly authorized officer or court or competent
jurisdiction acting under or in pursuance of any enactment are
or may be directed or required to be executed provided and
maintained at any time during the Term upon or in respect of
the user of the Demised Premises or any additions or
improvements thereto or in respect of any such user thereof or
employment therein of any person or persons for fixtures
machinery plant or chattels as aforesaid whether by the
Landlord or Tenant thereof and to indemnify the Landlord at
all times against all costs charges and expenses of or
incidental to the execution of any works or the provision or
maintenance of any arrangements so directed or required as
aforesaid and not at any time during the Term
15
to do or omit or suffer to be done or omitted on or about the
Demised Premises any act or thing by reason of which the
Landlord may under any enactment incur or have imposed upon
him or become liable to pay any penalty damages compensation
costs charges or expenses and to keep the Landlord effectually
indemnified against all such compensation damages penalties
costs charges or expenses
2.16.2 At all times during the Term to comply in all respects with
the provisions and requirements of any Town and Country
Planning Act or Acts for the time being in force and any
regulations and orders made thereunder and all licences
consents permissions (to the extent such permissions shall be
implemented) and conditions (if any) granted or imposed
thereunder or under any enactment repealed thereby so far as
the same respectively relate to or affect the Demised Premises
or any part thereof or any operations works act or things
already or hereafter to be carried out executed or done or
omitted thereon or the use thereof for any purpose and before
making any applications to the Local Authority for planning
permission or bye-law consent to obtain the consent in writing
of the Landlord (which consent shall not be unreasonably
withheld or delayed) to such application and to provide the
Landlord with copies of the relevant application and
accompanying drawings and on the granting of such planning
permission or bye-law consent to supply copies thereof to the
Landlord
2.16.3 Unless the Landlord shall otherwise direct to carry out before
the expiration or sooner determination of the Term any works
stipulated to be carried out to the Demised Premises by a date
subsequent to such expiration or sooner determination as a
condition of any planning permission which may have been
granted and acted upon by the Tenant during the Term.
2.16.4 To give notice to the Landlord as soon as reasonably
practicable after receipt of the same of any notice order or
proposal for a notice or order served on the Tenant under any
legislation and if so reasonably required by the Landlord to
produce the same and at the request and cost of the Landlord
to make or join in making such objections or representations
in respect of any proposals as the Landlord may reasonably
require.
2.16.5 At all times during the Term to comply with all requirements
from time to time of the appropriate authority in relation to
means of escape from the Demised Premises in case of fire and
at the expense of the Tenant to keep the Demised Premises
sufficiently supplied and equipped with fire fighting and
extinguishing apparatus and appliances of a type to be
approved from time to time by the relevant Fire Authority and
suitable in all respects to the type of user of or business
manufacture process or trade carried on upon the Demised
Premises which shall be open to the inspection of the Landlord
and also not to obstruct the access to or means of working
such apparatus and appliances by their operations at or
connected with the Demised Premises
16
2.17 Restriction on nuisance and auctions
2.17.1 Not to use the Demised Premises or any part thereof for any
immoral purpose or for any noisy noisome dangerous or
offensive trade business manufacture operation or occupation
provided that the permitted user from time to time shall be
deemed not to be in breach of this clause and also not to do
or permit to be done thereon anything which may be or grow to
the damage nuisance disturbance or annoyance of the Landlord
or the occupiers of any adjoining or neighbouring premises or
permit any sale by auction to be held upon the Demised
Premises or any part thereof or permit the Demised Premises to
be used for residential purposes or as sleeping accommodation
2.17.2 To pay to the Landlord all proper and reasonable costs charges
and expenses which may properly and reasonably be incurred by
the Landlord in abating a nuisance caused by the Tenant or its
servants licensees or customers and executing all such works
as may be necessary for abating a nuisance in obedience to a
notice served by a local or public authority on the Landlord
or the Tenant in respect of the Demised Premises
2.17.3 Not at any time to permit any musical instrument gramaphone or
similar apparatus to be played or used on the Demised Premises
so as to be audible from outside the Demised Premises
2.17.4 Sound insulation
To comply in all respects with any scheme or requirement which
may be imposed by the Local Planning Authority in connection
with the sound insulation of all plant and machinery
2.17.5 Restriction on noise
Without prejudice to the preceding provisions of this Clause
2.17 hereof to ensure that the noise from operations conducted
on the Demised Premises shall not exceed
40 db (A) between 08.00 hours and 18.00 hours
35 db (A) between 18.00 hours and 22.00 hours
and
30 db (A) between 22.00 hours and 08.00 hours
17
all as measured on the boundary of the Science Park
2.18 To yield up
On the expiration or sooner determination of the Term peaceable to
yield up to the Landlord the Demised Premises in a good and tenantable
state of repair and condition and decoration in accordance with the
covenants by the Tenant herein contained together with all additions
and improvements thereto and the keys and all Landlord's fixtures and
fittings of every kind now in or upon the Demised Premises or which
during the Term may be affixed or fastened to or upon the same all of
which shall be at the expiration or sooner determination of the Term
left complete with all parts and appurtenances thereof and in proper
working order and PROVIDED ALWAYS that the foregoing covenants shall
not apply to any articles held by the Tenant on hire nor to the
Tenant's fixtures and fittings and to make good any damage caused to
the Demised Premises by the removal of tenants and trade fixtures and
fittings AND PROVIDED FURTHER that if so required by the Landlord the
Tenant will remove from the Demised Premises such of the Tenant's
fixtures and fittings as are then installed in the Demised Premises as
the Landlord shall specify to be removed making good all damage caused
thereby to the Landlord's satisfaction and reinstating the Demised
Premises to their original condition PROVIDED FURTHER that the Tenant
may from time to time (but only with the previous consent of the
Landlord) substitute for any of the Landlord's fixtures and fittings
other fixtures and fittings of at least as good a kind and quality as
the Landlord's fixtures and fittings and not less suitable in character
2.19 Indemnity of the Landlord
To indemnify and keep indemnified the Landlord from and against
liability for all loss damage actions proceedings claims demands costs
damages and expenses of whatever nature in respect of any injury to or
the death of any person or damage to any property movable or immovable
or in respect of the infringement disturbance or destruction of any
right easement or privilege or otherwise by reason of or arising in any
way directly or indirectly out of:
2.19.1 the state of repair or condition of the Demised Premises
insofar as the Tenant is liable for such state or condition
under the covenants herein contained
2.19.2 the act omission or default of the Tenant its agents employees
customers invitees or visitors whilst on or about the Science
Park or the Demised Premises
2.19.3 the construction or existence of any extensions of or
alterations to the Demised Premises carried out by or on
behalf of the Tenant
2.19.4 the user of the Demised Premises and other areas of the
Science Park by the Tenant or its agents employees invitees or
visitors
18
2.19.5 anything now or hereafter attached to or on the Demised
Premises or the Science Park by or on behalf of the Tenant
2.20 Not to obstruct
2.20.1 Not to expose or place or permit or suffer to be exposed or
placed any goods articles or things whatsoever outside the
Demised Premises or upon any part of the Science Park and to
keep the same free from obstruction of any kind
2.20.2 Not to stop up darken or obstruct any windows or lights or
ventilators belonging to the Landlord or to other tenants of
the Landlord or to tenants of other units on the Science Park
or other property adjoining the Demised Premises and not to
stop up cover or obstruct access to any services on the
Science Park or to any fire escapes and not to give to any
third party any acknowledgement that the Tenant enjoys the
access of light or air to any windows or openings in the
Demised Premises by the consent of such third party or to pay
any sum of money to or enter into agreement with such third
party for the purpose of inducing or binding him to abstain
from obstructing the access of light or air to any such
windows or lights or ventilators and in the event that any
such third party doing or threatening to do anything which
obstructs or would obstruct such access of light or air
forthwith in writing to notify the same to the Landlord
2.20.3 Prevention of acquisition of easements
Without prejudice to sub-clause 2.20.2 above not to permit or
suffer any owner of adjoining or neighbouring property to
acquire any rights of way light or air or other easements over
the Demised Premises but as soon as the Tenant becomes aware
thereof to inform the Landlord or the Landlord's Managing
Agents in writing of any act or thing which may result in the
acquisition of any right or privilege over the Demised
Premises (for the purpose of enabling the Landlord if it
thinks fit to do anything necessary for preventing the
acquisition of any such right or privilege and to permit the
Landlord and the Landlord's Managing Agents to enter and
examine the Demised Premises accordingly) and at the sole cost
of the Landlord to join with the Landlord in taking such steps
or action as may be reasonably required by the Landlord to
prevent any such right or privilege from being acquired.
2.21 To notify Landlord of defects and damage
2.21.1 To notify the Landlord without delay upon becoming aware of
any "relevant defects" of which it is aware in the state of
the Demised Premises within the meaning of Section 4 of the
Defective Premises Act 1972 or any statutory modification or
re-enactment thereof and (without prejudice to the foregoing)
to give notice thereof as
19
soon as reasonably practicable to the Landlord of any notice
or claim affecting the Demised Premises
2.21.2 In the event of the Demised Premises being destroyed or
damaged to give notice thereof immediately to the Landlord or
the Landlord's Managing Agents stating the cause of such
destruction or damage if the Tenant can in fact determine the
cause
2.22 For sale or to let boards
To permit the Landlord and its surveyors workmen and agents at any time
during the Term for the purpose of selling or disposing of the
Landlord's reversionary interest or at any time within six calendar
months next before the expiration or sooner determination of the Term
for the purpose of re-letting the Demised Premises to enter upon the
Demised Premises and to affix and retain upon any suitable part thereof
(but not so as to block any door or window) a notice board for selling
or letting the same (with or without any other premises) as the case
may be and the Tenant will not remove or obscure the same and will at
all times throughout the Term permit all prospective purchasers or
tenants by order in writing of the Landlord or its agents to enter and
view the Demised Premises or any part thereof at reasonable hours in
the daytime by prior appointment without interruption
2.23 Covenants
To comply with those covenants and other matters affecting the Demised
Premises and not to interfere with those rights easements or other
matters (if any) affecting the Demised Premises as (in each case) are
contained or referred to in the documents referred to in the Fifth
Schedule.
3. THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:
3.1 Quiet enjoyment
That the Tenant paying the rents hereby reserved and observing and
performing the several covenants and stipulations on its part herein
contained shall peaceably hold and enjoy the Demised Premises during
the Term without any interference of the Landlord or any person
rightfully claiming under or in trust for him or by title paramount
3.2 To insure
3.2.1 Subject to such limitations exclusions and excesses as are
required by the insurers normal terms of insurance to keep
insured at all times throughout the Term the Demised Premises
(with the Tenant's interest being noted upon the policy of
insurance if the insurers so permit) against loss or damage by
fire explosion lightning storm and tempest riot civil
commotion and aircraft and articles dropped therefrom
20
and (where appropriate) flooding impact by vehicle escape of
water from burst pipes or other water apparatus (and in time
of war against war risks under any statutory insurance scheme
which may be applicable to the Demised Premises) the cost of
shoring up demolition and site clearance and against such
other risks as the Landlord may from time to time reasonably
require together with surveyors and architect's fees and three
years loss of rent (to include not only the rent currently
payable but having reasonable regard to potential increases in
rent pursuant to the Fourth Schedule and with any addition to
the amount insured as the Landlord may reasonably decide in
respect of VAT) in some insurance office of repute to a value
equal to the full cost of reinstatement thereof but not
necessarily facsimile reinstatement in accordance with local
and statutory requirements then current and against loss of or
damage to property or personal injury arising by reason of the
condition of the Demised Premises or any part thereof or any
building erected thereon on anything done therein and to make
all payments necessary for that purpose when the same shall
respectively become payable and unless the policy of insurance
shall be vitiated by act or default of the Tenant or its
agents licensees servants or invitees to cause all monies
received by virtue of any such insurance (save any monies
received in respect of loss of rent) to be forthwith laid out
in rebuilding and reinstating the Demised Premises in the
event of the Demised Premises being damaged or destroyed as
aforesaid unless the Landlord is unable having used its best
endeavours (which the Landlord agrees to do) to obtain
permission for such rebuilding or reinstatement of the Demised
Premises whereupon this demise shall forthwith be at an end
without prejudice to any right of action of the Landlord or
the Tenant in respect of any antecedent breach of covenant
Provided that the Tenant shall have no clam in respect of the
said insurance monies
3.2.2 Whenever reasonably so required by the Tenant to supply to the
Tenant sufficient details of such policy or policies of
insurance to enable the Tenant to comply with the terms and
conditions thereof together with evidence of payment of the
premium
3.3 To use all reasonable endeavours to do such of the things and to
provide such of the services specified in the Third Schedule hereto as
the Landlord or Landlord's Managing Agents from time to time shall deem
appropriate and to use its like endeavours to enforce the covenant to
contribute to the expenses referred to in the Third Schedule which are
contained in leases of other premises on the Science Park (as defined
in the First Schedule hereto)
3.4 Unless the Landlord reasonably considers it not to be in the interest
of other tenants on the Science Park (as defined as aforesaid) to use
reasonable endeavours at the Tenant's request to enforce the covenants
contained in leases of other premises on the Science Park (as so
defined) the Tenant indemnifying the Landlord against its expenses
property incurred in so far as they are not recoverable under the
provisions of the other leases (or otherwise)
4. PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS:
21
4.1 Notwithstanding and without prejudice to any other remedies and powers
herein contained or otherwise available to the Landlord if the rents
reserved or any part thereof shall be unpaid for twenty-one days after
becoming payable whether formally demanded or not or if any covenant on
the Tenant's part or condition contained in this Lease shall not be
performed or observed or if the Tenant for the time being (being a
company) shall enter into liquidation whether compulsory or voluntary
(save for the purpose of reconstruction or amalgamation whilst
solvent) or pass a resolution for winding up (save as aforesaid) or
suffer an administrator or an administrative receiver to be appointed
or being an individual or being more than one individual any one of
them shall have a receiving order made against him or become bankrupt
or if the Tenant (or if there shall be more than one Tenant any of
them) shall enter into composition with their or his creditors or
suffer any distress or execution to be levied on their or his goods
then and in any such case it shall be lawful for the Landlord at any
time thereafter to re-enter upon the Demised Premises or any part
thereof in the name of the whole and thereupon this demise shall
absolutely determine but without prejudice to any right of action or
remedy of the Landlord in respect of any breach non-observance or
non-performance of any of the Tenant's covenants or any conditions
herein contained
4.2 Notices
Any notice under this Lease shall be in writing and shall be deemed
well served if posted to the Registered Office of the recipient or if
an individual at his last known address or in the case of the service
on the Tenant at the Demised Premises by first class post recorded
delivery in which case the date of service shall be the day following
the date of posting
4.3 Waiver
No demand for or acceptance of or receipt for rent by the Landlord
after knowledge or notice received by the Landlord or his agents of any
breach of any of the Tenant's covenants hereunder shall be or operate
as a waiver wholly or partially of any such breach but any such breach
shall for all purposes of these presents be a continuing breach of
covenant so long as such breach shall be subsisting and the Tenant
shall not be entitled to set up any such demand or acceptance of or
receipt for rent by the Landlord as a defence in any action or
proceeding by the Landlord
4.4 Representations
The Tenant hereby admits that the Demised Premises have been inspected
by it or on its behalf and the Tenant has entered into this Lease
solely on the basis of such inspection and upon the terms hereof and
not in reliance of any collateral contract warranty or representation
whether written oral or implied made by or on behalf of the Landlord
other than any made by the Landlord's Solicitors in reply to any
enquiries raised by the Tenant's Solicitors prior to the date hereof
22
4.5 Value Added Tax
For the avoidance of doubt it is hereby declared that where any party
has an obligation to make payment of any amount hereunder including
(without prejudice to the generality of the foregoing) the rents hereby
reserved and any Value Added Tax (or other like tax excise or custom or
other duty) becomes payable in respect of the supply of any goods or
services to which such amount relates or by reference to which in whole
or in part such amount is ascertained then the obligation shall extend
to and include the Value Added Tax (or other like tax as hereinbefore
mentioned) or the appropriate proportion thereof
4.6 Rent abatement
If the Demised Premises or any part thereof shall at any time during
the Term be destroyed or so damaged by fire or other insured risk as to
be unfit for occupation or use then and in any such case unless the
insurance of the Demised Premises shall have been forfeited or payments
of the said policy monies or any part thereof refused by or in
consequence of any act or default of the Tenant their licensees or
agents the rent hereby reserved (without prejudice to any monies owing
to the Landlord at the date of such damage or destruction) or a fair
and just proportion thereof according to the nature and extent of the
damage sustained shall from the date of such damage or destruction and
until the Demised Premises shall have been rebuilt or reinstated and
made fit for occupation or until the end of the period for which the
Landlord shall have initiated loss of rent insurance (whichever shall
first occur) be suspended and cease to be payable
4.7 Ending of the lease following major damage
If at any time the Demised Premises shall be destroyed or damaged and
shall not have been reinstated by the Landlord by the date on which the
insurance for loss of rent effected by the Landlord expires the Tenant
may at any time thereafter by notice in writing to the Landlord
determine this Lease and on the tenth working day following the service
of such notice this Lease shall determine but without prejudice to any
rights or remedies which may then have accrued in respect of any breach
of any of the covenants or provisions contained therein provided that
the Tenant may not determine this Lease if the Landlord had by the date
falling two years and 6 months from the date of destruction or damage
commenced and is diligently proceeding with the carrying out of works
to replace the damaged or destroyed parts of the Demised Premises
4.8 Construction (Design and Management) Regulations 1994
4.8.1 In this clause:
23
(A) the expression "Regulations" means the Construction
(Design and Management) Regulations 1994 and any
expressions appearing in this clause which are
defined in the Regulations have the same meaning and
(B) the expression "relevant work" means any construction
work which is undertaken by the Tenant or by a person
claiming under it pursuant to an obligation or a
right (whether or not requiring the Landlord's
consent) under this lease and for the purposes of the
Regulations the Tenant irrevocably acknowledges that
it, and not the Landlord, arranges the design,
carrying out and construction of relevant work.
4.8.2 The Tenant irrevocably acknowledges that it will be the only
client in respect of any relevant work.
4.8.3 Before any relevant work is commenced the Tenant shall make a
declaration in accordance with Regulation 4(4) and shall
forthwith serve it on the Executive and a copy of it on the
Landlord.
4.8.4 The Tenant shall comply with its obligations as client in
respect of any relevant work.
4.8.5 The Tenant shall promptly provide the Landlord with a complete
copy of the health and safety file for all relevant work and
(no later than the expiry of the Term) the original health and
safety file.
4.8.6 The provisions of this clause 4.9 shall apply notwithstanding
that any consent issued by the Landlord in respect of any
relevant work does not refer to the said provisions or to the
Regulations.
4.9 Restriction on acquisition of easements
The Tenant shall not by virtue of this demise be deemed to have
acquired or be entitled to nor shall it during the Term acquire or
become entitled by any means whatever in respect of the Demised
Premises to any right of light or air nor any other easement from or
over or affecting any other land or premises now or at any time
hereafter belonging to the Landlord and not comprised in this demise
save such as is necessary for the carrying on of the Tenant's business
in the Demised Premises
4.10 Warranty
Nothing herein contained or implied shall be taken to be a covenant
warranty or representation by the Landlord that the Demised Premises
can lawfully be used for any particular purpose or that the Demised
Premises are fit for any purpose for which the Tenant may use them
24
4.11 Remedies for dilapidations in the state
If at the expiration or sooner determination of the Term the Demised
Premises are not in the state of repair and condition in which they
should be having regard to the Tenant's covenants herein contained the
Tenant shall (if so required by Landlord) pay to the Landlord on demand
by way of liquidated damages:
4.11.1 such sum shall be agreed between the parties and in default of
agreement as shall be certified by an independent chartered
surveyor to be appointed by the Landlord to represent in his
opinion:
(A) the cost of putting the Demised Premises into the
state of repair and condition in which they should be
aforesaid and
(B) the rent that would have been payable under this
Lease if the Term had been extended for such period
as is reasonably necessary to put the Demised
Premises into the state of repair and condition in
which they should be aforesaid and
4.11.2 the reasonable fees of the Landlord or its agent for the
preparation and service of a Schedule of Dilapidations and of
the said independent chartered surveyor for the preparation
and issue of the said certificate
4.12 Removal of Tenant's property
If at such time as the Tenant has vacated the Demised Premises after
the determination of the Term either by effluxion of time or otherwise
any property of the Tenant shall remain in or on the Demised Premises
and the Tenant shall fail to remove the same within twenty-eight days
after being requested by the Landlord so to do by a notice in that
behalf then and in such case the Landlord may as the agent of the
Tenant (and the Landlord is hereby appointed by the Tenant to act in
that behalf) sell such property and shall then hold the proceeds of
sale after deducting the reasonable costs and expenses of removal
storage and sale reasonably and properly incurred by it to the order of
the Tenant PROVIDED THAT the Tenant will indemnify the Landlord against
any liability incurred by it to any third party whose property shall
have been sold by the Landlord in the bona fide mistaken belief (which
shall be presumed unless the contrary be proved) that such property
belonged to the Tenant and was liable to be dealt with as such pursuant
to this sub-clause
4.13 Party Walls
As walls separating the Demised Premises from any adjoining premises
shall be party walls and shall be used and repaired and maintained as
such and all ceiling joists beams slabs
25
floors and walls separating the Demised Premises from any adjoining
premises shall be party structures and shall be used and repaired and
maintained as such
4.14 No liability for injury etc
The Landlord shall not be responsible to the Tenant or its servants or
visitors for any injury death damage destruction caused by natural or
consequential loss whether to person property or goods due directly or
indirectly to any act neglect or default of any other tenant or
permitted occupier for the time being of the Science Park or to the
condition of the Demised Premises or any of its appurtenances
4.15 Powers of Landlord's Managing Agents
The obligations of the Tenant under this Lease shall be enforceable in
case of default as well by the Landlord's Managing Agents in their own
name as by the Landlord
4.16 No compensation
If the Lease hereby granted is within Part II of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ then subject to the provisions of sub-clause (2) of
Section 38 of that Act the Tenant shall not be entitled on quitting the
Demised Premises to any compensation under Section 37 of the same Act
or under any corresponding provision in any Act or under any
corresponding provision in any Act amending or replacing the same
4.17 Tenant's right to break
4.17.1 The Tenant may (subject to the provisions of this clause)
determine this lease as at 24th December 2009 (the "Break
Date").
4.17.2 The Tenant shall give the Landlord written notice of its
intention to determine at least thirteen months before the
Break Date.
4.17.3 If the Tenant duly serves a notice under this clause it shall
procure that vacant possession of the Demised Premises will be
available on the Break Date free of occupation by and of any
estate or interest vested in the Tenant or any third party and
this lease shall not determine as a result of any notice
served by the Tenant if it is in material breach of any of its
covenants contained in this lease (including those contained
in this clause) at the Break Date except to the extent if at
all the Landlord in its absolute discretion waives compliance
with any of them.
4.17.4 If a notice is duly served and the requirements of paragraph
4.17.3 of this clause are first satisfied this lease shall
determine on the Break Date without prejudice to:
26
(A) any rights or remedies which may have accrued to
either party in respect of any breach of any of the
covenants or obligations contained in it including
obligations under this clause which shall continue to
bind the parties; and
(B) the continuing obligation of the parties to account
to one another on demand for any payment or allowance
apportioned up to the date of determination as soon
as reasonably possible thereafter.
4.17.5 Time is of the essence of all dates and periods referred to in
this clause.
4.18 Freedom to deal with Science Park
The Landlord may at any time or times hereafter convey demise or
otherwise deal with all or any of the Science Park (as defined in the
First Schedule hereto) free from all or any of the covenants and
conditions herein contained or subject to any other covenants
conditions or otherwise as the Landlord thinks fit
4.19 Overriding lease
If, during the Term, the Landlord grants a tenancy of the reversion
immediately expectant on the determination of this lease, whether
pursuant to section 19 Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇ or
otherwise, any obligation of the Tenant to obtain the consent of the
Landlord under this lease to any dealing shall be deemed to include a
further obligation also to obtain the consent of the lessor under such
tenancy to such a dealing.
4.20 Application of Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇
This lease is a new tenancy for the purposes of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇.
4.21 Stamp duty certificate
It is hereby certified that there is no agreement for lease to which
this lease gives effect.
5. INTERPRETATION
In this lease:
5.1 The singular includes the plural and vice versa and one gender includes
both other genders.
5.2 Where a party comprises more than one person, obligations of that party
take effect as joint and several obligations.
27
5.3 An obligation by the Tenant not to do (or omit) any act or thing also
operates as an obligation not to permit or suffer it to be done (or
omitted) and to prevent (or as the case may be) to require it being
done.
5.4 References to:
(A) any clause or schedule are reference to the relevant
clause or schedule of this lease and any reference to
a sub-clause or paragraph is a reference to that sub-
clause or paragraph of the clause or schedule in
which the reference appears and headings shall not
affect the construction of this lease;
(B) any right of (or obligation to permit) the Landlord
to enter the Demised Premises shall also be construed
as entitling the Landlord to remain on the Demised
Premises, with or without equipment, and permitting
such right to be exercised by all persons authorised
by the Landlord;
(C) any consent or approval of the Landlord, or words to
similar effect mean a consent in writing signed by or
on behalf of the Landlord and given before the act
requiring consent or approval;
(D) the Demised Premises (except in clause 2.11) extend,
where the context permits, to any part of the
Premises;
(E) a specific Enactment include every statutory
modification, consolidation and re-enactment and
statutory extension of it for the time being in
force, except in relation to the Town and Country
Planning (Use Classes) Order 1987, when shall be
interpreted exclusively by reference to the original
provisions of Statutory Instrument 1987 No 764
whether or not it may have been revoked or modified;
(F) the last year of the Term includes the final year of
the Term if this lease determines otherwise than by
passing of time and references to the expiry of the
Term include that type of determination;
(G) rent or other sums being due from the Tenant to the
Landlord mean that they are exclusive of any VAT.
IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below
28
THE FIRST SCHEDULE
hereinbefore referred to
(Description of the Demised Premises)
ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B1 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and ceilings of the unit and
the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached
TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:
(1) with or without vehicles to pass and ▇▇▇▇▇▇ to and from the Demised
Premises or any part thereof and the public highway over and along such
roads as may from time to time during the Term be constructed upon the
Science Park but not at any time to park thereon and on foot to pass
and ▇▇▇▇▇▇ to and from the Demised Premises or any part thereof from
such roads
(2) upon reasonable notice being given to the Landlord to enter upon the
adjoining or neighbouring property of the Landlord where the same is
necessary for the purpose of complying with its covenants hereunder
making good all damage occasioned thereby
(3) the free and uninterrupted passage and running of water soil
electricity gas and telephone and other services to and from the
Demised Premises through the sewers drains watercourses conduits pipes
wires and cables which are now or may hereafter during the Term be in
under or over the Demised Premises or the Science Park and the
connecting with the main water drainage electricity and sewage systems
serving the Science Park PROVIDED ALWAYS that no liability shall fall
upon the Landlord for any damages to the Tenant if there shall be any
interruption or obstruction to the roads or service areas or to the
said systems caused by accident flood tempest frost breakdown of any
machinery acts of the Queen's forces or of the Queen's enemies riot
civil commotion operation of aircraft hostile or friendly or force
majeure or act of God or by any restrictions or regulations of Her
Majesty's Government or any strike or work to rule or lockout of
workmen whether in the employment of the Landlord or not or any other
circumstances or occurrence beyond the Landlord's control
29
(4) the right to use any refuse disposal receptacles provided by the
Landlord
(5) the exclusive right to use the eight car parking spaces coloured blue
on Plan A
(6) the right of support and protection for the benefit of the Demised
Premises as is now enjoyed from the other units and other parts of the
Science Park
(7) for the Tenant its servants and employees to use such of the
recreational areas and facilities forming part of the Science Park as
are available and suitable for use without obligation on the part of
the Landlord to provide the same on such terms and in accordance with
such regulations as the Landlord may from time to time prescribe
EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:
(i) to build upon and use any land adjoining or near to the Demised
Premises and to rebuild or alter any of the adjoining or neighbouring
buildings including the right to build on or into the walls of the
Demised Premises according to such plans whether as to height extent or
otherwise and in such manner as shall be approved by the Landlord or
its Surveyors notwithstanding any interference thereby occasioned to
the access of light or air to the Demised Premises which light and air
shall be deemed to be enjoyed by licence only Provided always that the
Demised Premises shall not be rendered unsuitable for the user
permitted under the provisions of this Lease
(ii) the free and uninterrupted passage and running of water soil
electricity gas and telephone services from and to other parts of the
Science Park through the sewers gutters drains channels watercourses
pipes conduits cables and wires which are now or may hereafter during
the term hereby granted be in under or over the Demised Premises
together with full liberty and power at all times (but on reasonable
notice except in case of emergency) for the Landlord with or without or
others together where necessary with appliances to enter upon the
Demised Premises to inspect maintain repair cleanse amend re-route
relay replace or renew the said services and the Demised Premises and
to install any additional services for the benefit of the Demised
Premises or the other buildings on the Science Park but causing as
little interference as possible with the operation of the Tenant
carried on by it on the Demised Premises doing no unnecessary damage by
the exercise of this right and forthwith making good any damage to the
Demised Premises thereby occasioned
(iii) the right of support and protection for the benefit of the other units
and all other parts of the Science Park as is now enjoyed or as will be
hereafter enjoyed from the Demised Premises
30
(iv) the right of entry for the Landlord or the Landlord's Managing Agents
or others so authorised by them for the purposes of complying with any
of the Landlord's obligations hereunder or for the repair maintenance
or alteration of any adjoining premises of the Landlord
(v) the right for the Landlord and its tenants of other parts of the
Science Park to pass on foot only through the Demised Premises for the
purpose (in case of emergency only) of gaining access to any fire
escapes situate within the building of which the Demised Premises form
part
31
UNIT B1
PLAN A
[MAP]
32
PLAN B
[MAP]
33
THE SECOND SCHEDULE hereto
(Landlord's fixtures and fittings)
1. MECHANICAL EQUIPMENT QUANTITY
Each Unit:
1.2 Stelrad Ideal Elan wall hung balanced flue gas boiler with terminal No 1 complete
guard
1.3 Brefco fill and expansion unit comprising 12 litre vessel, filling No 1 complete
valve, safety valve, pressure gauge and flexible quick fit hose
connection
1.4 Grundfoss U P 15 60 water pump No 1
1.5 Gas solenoid shut off valve wired to thermal link over boiler and No 1 complete
electric knock off button
1.6 Honeywell frost thermostat No 1
1.7 Sangamo time block No 1 complete
1.8 Radiator Stelrad Accord Complete with HERZ thermostatic regulating No 13 complete
valves
No thermostatic regulating valves with a BALLOFIX regulating valve at No 2 complete
the end of each run
1.9 ▇▇▇▇▇▇▇ DFE 70 wall mounted electric water heater No 1
2. ELECTRICAL
2.1 Thorn PP40/6/5 light fitting No 1
2.2 Surelux light fitting 1200 x 600 LUX 14LL 3436 No 36
2.3
2.4 Surelux light fitting 600 x 600 Recessed LAX 1455 No 1
34
2.5
2.6 Surelux light fitting 300 x 150 Emergency Light 8w recessed No 1
2.7 MR Light up-lighter type 1339 No 2
2.8 MK 711 ▇▇▇▇▇▇ point and light No 1
2.9 Power Link sockets and trunking No 46 complete
2.10 CHANNEL SAFETY SYSTEM LTD 2 Zone CH2 No 1
Fire Alarm Panel complete with Bezzell Plate, Bells and
Break Glass
2.11 Surelux Canopy lights No 2
2.12 Surelux 300 x 300 recessed lamps with SAS 2 louvres No 3
2.13 ▇▇▇▇▇▇ ▇▇▇▇▇ LTD Elect Distribution Board No 1 complete
2.14 ROOF UNITS LTD model SDX Euro Flo extract fan No 1 complete
and controller (kitchen)
2.15 ROOF UNITS LTD model "G" series twin extract fan No 1 complete
and controller (toilet)
3. FITTINGS
3.1 Twyford "GALERIE" WC Bowl and Cistern No 2
3.2 Twyford "GALERIE" wash hand basin and taps No 1
3.3 Twyford "SOLA" wash hand basin and taps (disabled No 1
toilet)
3.4 Twyford Coat Hooks No 2
3.5 Twyford toilet roll holders No 2
3.6 Mirror and Plate glass 500 x 1100 No 1
35
3.7 Mirror and Plate glass 400 x 1100 No 1
3.8 Twyford support rails (disabled toilet) No 1
3.9 Southway mini kitchen - Ref 100 OAR No 1
3.10 All ironmongery to doors by ALLGOODS complete
3.11 ▇▇▇▇▇▇▇▇▇ "CORTEGA" suspended ceiling mineral fireboard tiles 600 x 600 complete
x 15mm set on ▇▇▇▇▇▇▇▇▇ "MICROLOOK" 15 exposed grid suspension system,
colour white. Ground floor only
3.12 Pendock Maxi Profile encasement of soil vent pipe No 2
(kitchen) and tub stack (disabled toilet)
36
THE THIRD SCHEDULE
(Services)
The Maintenance Charge shall include the following:
1. The cost of inspecting repairing maintaining renewing replacing
cleansing and keeping clean and tidy
1.1 any drains sewers or other services serving the Demised Premises or any
other buildings on the Science Park but excluding those within the
Demised Premises and exclusively serving the same
1.2 the fences walls gates and other boundary structures
1.3 the car park spaces
2. The cost of inspecting and maintaining the landscaped ▇▇▇▇▇▇ on the
Science Park
3. Without prejudice to paragraphs (1) and (2) of this Schedule the cost
of insurance repair maintenance rebuilding renewing making lighting
cleansing and decoration of any parts of the Science Park which in the
Landlord's or the Landlord's Managing Agents' opinion benefit more than
one tenant but are not the specific responsibility of any one tenant
4. The payment by the Landlord of any rates water or other outgoings which
in the Landlord's or the Landlord's Managing Agents' reasonable opinion
benefit the Science Park or any part thereof and which do not fall to
be paid by any other tenant on the Science Park or by the Landlord in
respect of any unoccupied premises available for letting on the Science
Park
5. The employment of any staff (being reasonable in number) to perform
duties on the Science Park including periodical payments in respect of
National Health and Insurance Payments or similar or ancillary payments
required by statute to be made by the Landlord in respect of any such
staff and any reasonable benefits paid by the Landlord to any such
staff as a condition of employment
6. The carrying out of all works on the Science Park which are not the
specific responsibility of any one tenant and which shall be reasonably
necessary to comply with the doing of anything which the Landlord or
the Landlord's Managing Agents consider necessary or prudent to comply
with or to contest the incidents of any requirements under the ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ the Offices Shops and Railway Premises Act 1963 the Fire
Precautions ▇▇▇ ▇▇▇▇ the Town and Country Planning Acts 1971 to 1990
and the Health and Safety Work ▇▇▇ ▇▇▇▇ and in any other legislation or
order or instrument deriving validity from any of them and any
37
Act or Acts for the time being in force amending or replacing the same
and any future legislation or order or instrument as aforesaid of the
like nature or effect
7. The provision repair maintenance and updating of sign boards for the
Science Park (excluding "to let" or "for sale" signs)
8. The payment of management and other professional fees and expenses
reasonably incurred by the Landlord from time to time by virtue of or
in relation to any matter provided for in this Lease and the employment
of any accountant solicitor surveyor or other professional person for
any purpose connected with the management of the Science Park and the
cost of a professional valuation (not more than once in any period of
twelve months) of the Science Park for insurance purposes
9. The enforcement of any regulations relating to the use of the Science
Park or any part thereof and the preparation and enforcement of any
regulations which may be made by the Landlord or the Landlord's
Managing Agents to amend replace or extend the same
10. The provision repair maintenance and replacement of such vehicles
equipment plant tools and materials as the Landlord or the Landlord's
Managing Agents may reasonably consider necessary for the provision of
services or the repair improvement and maintenance of the Science Park
11. The provision maintenance and renewal of such other services facilities
or amenities or the carrying out of such works to the Science Park and
its appurtenances and the effecting of such insurances in respect of
third party and property owners' risks and otherwise as the Landlord or
Landlord's Managing Agents shall from time to time reasonably consider
necessary or desirable for the use enjoyment or benefit of the Tenant
jointly with other tenants on the Science Park
12. (To the extent actually utilised by the Tenant) the cost of provision
of any refuse service and of providing and renewing any rubbish bins
and the periodical refuse collection charged to or undertaken by the
Landlord
13. The current rental value (if the premises hereinafter mentioned were
available for letting) from time to time (as certified by the
Landlord's surveyor or valuer by reference to other rentals payable for
units on the Science Park whose certificate shall be final and binding
upon the parties hereto) of premises on the Science Park provided for
use by the Landlord for the general management by the Landlord of the
Science Park and of premises for reception facilities or for any other
facility made available by the Landlord for the mutual use and benefit
of the Tenant and other tenants on the Science Park together with the
cost of heating and lighting all such premises whether or not tenant
shall make use of such facilities
38
14. The cost of borrowing any monies required to pay the cost of carrying
out the Landlord's obligations under this Lease
15. The sum or sums which the Landlord shall from time to time pay by way
of premium (including any increased premium payable by reason of any
act or omission of the Tenant) for keeping the Demised Premises insured
in accordance with the Landlord's obligation in that behalf contained
in Clause 3.2 hereof
39
THE FOURTH SCHEDULE
(Rent and rent review)
1. In this schedule the following expressions have the respective
specified meanings:
1.1 "Current Rent" means the amount of the yearly rent first reserved by
this lease payable immediately before the relevant Review Date;
1.2 "Review Date" means each of:
1.2.1 25th December in the years 2001, 2004 and 2007; and (if
applicable)
1.2.2 any date so stipulated by virtue of paragraph 6;
1.3 "Review Rent" means the yearly market rack rental value which might
reasonably be expected to be payable, following the expiry of any
period at the beginning of the term which might be negotiated in the
open market for the purposes of fitting out, during which no rent, or a
concessionary rent, is payable (and on the assumption that the lessee
has had the benefit of such rent free or concessionary rent period), if
the Demised Premises had been let in the open market by a willing
lessor to a willing lessee with vacant possession, on the relevant
Review Date, without fine or premium, for a term of ten years computed
from the relevant Review Date, and otherwise upon the provisions (save
as to the amount of the rent first reserved by this lease but including
the provisions for rent review at three-yearly intervals) contained in
this lease and on the assumption if not a fact that the said provisions
have been fully complied with and on the further assumptions that:
1.3.1 the Permitted Use and Demised Premises comply with Planning
Law and every other Enactment and that the lessee may lawfully
implement and carry on the Permitted Use;
1.3.2 the Demised Premises have been fitted out and are fit for
immediate occupation and operation of the Permitted Use;
1.3.3 no work has been carried out to the Demised Premises which has
diminished their rental value;
1.3.4 in case the Demised Premises or the Science Park or any part
of it has been destroyed or damaged they have been fully
restored,
but disregarding any effect on rent of:
40
(i) the fact that the Tenant or any underlessee or other occupier
or their respective predecessors in title has been or is in
occupation of the Demised Premises;
(ii) any goodwill attached to the Demised Premises by the carrying
on in them of the business of the Tenant or any underlessee or
their respective predecessors in title or other occupier; and
(iii) (without prejudice to paragraphs 1.3.2 and 1.3.3) any works
carried out to the Demised Premises during the Term by the
Tenant or any permitted underlessee, in either case at its own
expense in pursuance of a licence granted by the Landlord and
otherwise than in pursuance of any obligation to the Landlord
or any other works carried out at the Demised Premises by the
Tenant under any previous tenancy whether or not so licensed
by the Landlord.
1.4 "Review Surveyor" means an independent chartered surveyor appointed
pursuant to paragraph 4.1 and if he is to be nominated by or on behalf
of the President of the Royal Institution of Chartered Surveyors, the
President shall be requested to nominate an independent chartered
surveyor having not less than ten years practice next before the date
of his appointment and recent substantial experience in letting and
valuation of premises of a similar character and quality to those of
the Demised Premises and who is a partner or director of a firm or
company of surveyors having appropriate market and valuation knowledge
of such premises.
2. The yearly rent first reserved and payable under this lease for each
year of the Term until the first Review Date is as follows:
(a) for the period commencing on 25th December 1998 and expiring
24th December 1999 the sum of Twenty six Thousand One Hundred
and Seventh Six Pounds ((pound)26,175); and
(b) for the period commencing on 25th December 1999 until the
first Review Date the sum of Twenty Nine Thousand Two Hundred
Pounds ((pound)29,200).
3. The yearly rent first reserved and payable from each Review Date until
the next following Review Date or (in the case of the period commencing
on the last Review Date during the Term) until the expiry of the Term
shall be the higher of:
3.1 the Current Rent; and
3.2 the Review Rent.
41
4. If the Landlord and the Tenant shall not have agreed the Review Rent by
the date three months before the relevant Review Date it shall (without
prejudice to the ability of the Landlord and the Tenant to agree it at
any time) be assessed as follows:
4.1 the Review Surveyor shall (in the case of agreement about his
appointment) be appointed by the Landlord or the Tenant to assess the
Review Rent or (in the absence of agreement at any time about his
appointment) be nominated to assess the Review Rent by or on behalf of
the President for the time being of The Royal Institution of Chartered
Surveyors on the application of the Landlord or the Tenant;
4.2 the Review Surveyor shall act as an arbitrator and the arbitration
shall be conducted in accordance with the Arbitration ▇▇▇ ▇▇▇▇; and
shall be required:
4.2.1 to give written notice to the Landlord and the Tenant inviting
each of them to submit to him within such time limits as he
shall reasonably stipulate a proposal for the Review Rent
supported by any or all of:
(A) a statement of reasons;
(B) a professional rental valuation;
(C) information in respect of any other matters they
consider relevant; and (separately and later)
(D) submission in respect of each other's statement of
reasons, valuation and other matters; and
4.2.2 upon written request from the Landlord or the Tenant to assess
the Review Rent with a hearing and not solely upon the written
submissions and other matters referred to at paragraph 4.2.1
of this schedule 4; and
4.2.3 to give written notice to the Landlord and the Tenant if he
shall appoint a Solicitor or Counsel or expert to advise and
assist him on points of law and/or procedure and/or evidence
which notice shall include the name of the Solicitor or
Counsel or expert and details of their anticipated fees and
expenses and the Landlord or the Tenant shall notify the
Review Surveyor within a reasonable period if there is any
objection to such appointment or the level of such fees or
expenses and the Review Surveyor shall give reasonable
consideration to such representations.
4.3 if the Review Surveyor refuses to act, or is or becomes incapable of
acting or dies, the Landlord or the Tenant may apply to the President
for the appointment of another Review Surveyor.
42
5. If the Review Rent has not been agreed or assessed by the relevant
Review Date the Tenant shall:
5.1 continue to pay the Current Rent on account; and
5.2 pay the Landlord, within seven days after the agreement or assessment
of the Review Rent, any amount by which the Review Rent for the period
commencing on the relevant Review Date and ending on the quarter day
following the date of payment exceeds the Current Rent paid on account
for the same period, plus interest (but calculated at 2% per annum
above the Midland Bank Plc base lending rate then in force) for each
instalment of rent due on and after the relevant Review Date on the
difference between what would have been paid on that rent day had the
Review Rent been fixed and the amount paid on account (the interest
being payable from the date on which the instalment was due up to the
date of payment of the shortfall).
6. If any Enactment restrict the right to review rent or to recover an
increase in rent otherwise payable then, when the restriction is
released, the Landlord may, at any time within six months after the
date of release, give to the Tenant not less than one month's notice
requiring an additional rent review as the next day following quarter
day which shall for the purposes of this lease be a Review Date.
7. As soon as possible after any increase in rent is agreed or determined
pursuant to this Fourth Schedule, a memorandum recording the increase
shall be signed on behalf of the Landlord and the Tenant respectively
and exchanged between them.
43
THE FIFTH SCHEDULE
(Covenants, etc.)
All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.
44
SIXTH SCHEDULE
(Authorized Guarantee Agreement)
The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:
1.1 the rent reserved by the Lease (whether or not ascertained as to amount)
and other sums payable by the Assignee shall be duly paid and that all
the tenant's obligations contained in the Lease shall be performed and
observed as required by the Lease and that if there is any breach of the
tenant's obligations the Assignor shall comply with the obligations in
respect of which the Assignee shall be in default and shall on demand
pay to the Landlord an amount equivalent to the rents or other sums not
paid and/or any loss damage costs charges expenses or any other
liability incurred or suffered by the Landlord as a result of the breach
and shall otherwise indemnify and hold harmless the Landlord against all
actions claims costs damages demands expenses losses and proceedings
arising from or incurred by the Landlord as a result of such non-
compliance;
1.2 if any liquidator or other person having power to do so disclaims the
Lease and if the Landlord by written notice served within three months
after the date of disclaimer (the "Relevant Trigger Event") require the
Assignor to accept a lease of the Premises (for a term computed from the
date of the Relevant Trigger Event to the date on which the Term (as
defined in the Lease) would have expired by effluxion of time and at the
same rents and subject to the same covenants conditions and provisions
as are reserved by and contained in the Lease immediately before the
Relevant Trigger Event and with coincidental rent review dates (as
defined in the Lease) (the said new lease to take effect as from the
date of the Relevant Trigger Event) the Assignor shall forthwith accept
such lease accordingly and execute and deliver to the Landlord a
counterpart of it and indemnify the Landlord on demand against the costs
incurred on the grant of the new lease;
1.3 without prejudice to the rights of the Landlord against the Assignee the
Assignor shall be a principal debtor in respect of its obligations under
this clause and not merely a surety and accordingly the Assignor's
liability shall not be discharged by any act or thing by which it would
not have been discharged if the Assignor had been a principal debtor;
1.4 the Assignor shall pay all charges (on a full indemnity basis)
reasonably incurred by the Landlord in enforcing the Assignor's
obligations under this deed.
2. The Landlord agreed with the Assignor that it will notify the Assignor
in writing within ten working days of receiving notice that the Lease is
no longer vested in the Assignee.
45
THE COMMON SEAL of SUN LIFE )
PENSIONS MANAGEMENT LIMITED )
was hereunto affixed in the presence of: )
__________________________________
__________________________________
46
DATED 23/RD/ AUGUST 1999
SUN LIFE PENSIONS MANAGEMENT LIMITED
and
CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED
_________________________________________________________
LEASE
of
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▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
_________________________________________________________
NOTE: This Lease is a new tenancy for the purposes of the Landlord and
Tenant (Covenants) ▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇▇-▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇-▇▇▇ ▇▇▇▇
Ref: 2065/2174/30794054
THIS LEASE is made the 23/rd/ day of August, 1999
BETWEEN:
(1) SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (hereinafter
called the "Landlord") and
(2) CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇ (hereinafter called the "Tenant")
WITNESSETH as follows:
1. The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
particularly described in the First Schedule hereto together with the
Landlord's fixtures and fittings therein set out in the Second Schedule
hereto (all which premises are hereinafter referred to as the "Demised
Premises") TO HOLD the same unto the Tenant for the term of twelve
years subject to the provisions for earlier determination in Clause
4.17 from and including 25/th/ December 1998 (the "Term") PAYING
THEREFOR:
FIRSTLY, yearly and proportionately for any part of a year, the rent
specified in the Fourth Schedule, by equal quarterly payments in
advance on the usual quarter days in every year, the first such payment
or a proportionate part of it (being a proportionate part of the rent
specified in paragraph 2 of the Fourth Schedule from the date hereof to
the first anniversary of the date from which the Term is calculated,
after deduction of the quarterly instalments of such yearly rent
payable on the intervening usual quarter days) to be made on the date
hereof;
SECONDLY on demand by way of additional rent (and the Landlord's
remedies for recovering rent in arrears shall apply hereto) a sum
representing interest at the rate of four pounds per centum per annum
above the Midland Bank Plc base lending rate in force at the date the
rent falls due upon any payment of rent outstanding and unpaid upon the
date when the payment of rent fell due and upon any other sum or sums
of money payable under the terms of this Lease by the Tenant to the
Landlord which shall remain unpaid the interest to be charged from the
date upon which the payment of rent fell due or the said sum or sums
was or were (as the case may be) demanded in writing throughout the
entire period during which the payment of rent or other sum or sums
remain outstanding or unpaid Provided always that this Clause shall not
prejudice in any way the Landlord's right of re-entry contained in
Clause 4.1 hereof
THIRDLY as additional rent a proportionate part (hereinafter called
"the service rent") of
2
the Maintenance Charge (which expression in this Lease shall mean the
aggregate in any one year of the costs expenses provisions liabilities
and payments properly incurred or otherwise provided for by the
Landlord in relation to the matters set forth in the Third Schedule
hereto) being subject to the following terms and provisions:
1.1 the amount of the service rent shall be ascertained and certified
annually by a certificate (hereinafter called "the certificate") signed
by the Landlord or its Managing Agents (which expression in this Lease
shall mean the Agents (if any) nominated by the Landlord and for the
time being thereunder duly authorised by the Landlord and includes
their sub-agents to whom if requested by the Landlord in writing all
communications intended for the Landlord shall be addressed) so soon
after the end of the Landlord's financial year as may be practicable
and shall relate to such year in manner hereinafter mentioned
1.2 the expression "the Landlord's financial year" shall mean the period
from the First day of April to the Thirty-first day of March or such
other annual period as the Landlord may in its discretion from time to
time determine
1.3 a copy of the certificate for each such financial year shall be
supplied by the Landlord to the Tenant on written request and without
charge to the Tenant
1.4 the certificate shall contain a fair and accurate summary of the
Landlord's said expenses and outgoings incurred by the Landlord during
the Landlord's financial year to which it relates and the certificate
(or a copy thereof duly certified by the person by whom the same was
given) shall be conclusive evidence for the purposes hereof of the
matters which it purports to certify save in case of manifest error or
mis-statement
1.5 the annual amount of the service rent payable by the Tenant as
aforesaid shall be:
(A) a percentage of the Maintenance Charge which is calculated by
comparing the gross internal floor area of the Demised
Premises with the total gross internal floor area of all
premises (including the Demised Premises) let or available for
letting (including any premises the freehold of which has been
sold by the Landlord but subject to the payment to the
Landlord of a service charge contribution) from time to time
on the Science Park (as defined in the First Schedule) and the
determination of such percentage by the Landlord or its
Managing Agents shall be final
(B) together with the whole of the insurance charge set forth in
Paragraph 15 of the Third Schedule
1.6 on the usual quarter days in each year during the Term the Tenant shall
pay to the Landlord such a sum (hereinafter referred to as "advance
payment") in advance and on account of the service rent for the
Landlord's financial year then current as the Landlord or its Managing
Agents shall from time to time specify to be fair and reasonable
3
1.7 within a reasonable period after the end of each Landlord's financial
year the Landlord shall furnish to the Tenant an account of the service
rent payable by the Tenant for that year due credit being given therein
for the advance payments made by the Tenant in respect of the said year
and upon the furnishing of such account there shall be paid by the
Tenant to the Landlord the service rent or any balance found payable or
there shall be allowed or (after the expiry of the Term) repaid by the
Landlord to the Tenant any amount which may have been overpaid by the
Tenant by way of advance payment as the case may require PROVIDED
ALWAYS that the provisions of this sub-clause shall continue to apply
notwithstanding the expiration or sooner determination of the Term but
only in respect of the period down to such expiration or sooner
determination as aforesaid
1.8 it is hereby agreed and declared that the Landlord shall not be
entitled to re-enter under the provision in that behalf hereinafter
contained by reason only of the non payment by the Tenant of any
advance payment as aforesaid prior to the issue of the certificate for
the preceding financial year but nothing in this Clause or this Lease
contained shall disable the Landlord from maintaining an action against
the Tenant in respect of non payment of any such advance payment
notwithstanding that the certificate had not been issued at the time of
the proceedings subject nevertheless to proof in such proceedings by
the Landlord that the advance payment demanded and unpaid is of a fair
and reasonable amount having regard to the prospective service rent
ultimately payable by the Tenant
2. THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:
2.1 To pay Rent
To pay the rents hereby reserved and made payable on the days and in
manner aforesaid without any deductions or set off and (unless the
Landlord agrees otherwise) to pay the rent first reserved (together
with any VAT on it) by Banker's standing order.
2.2 To pay Outgoings
2.2.1 From time to time and at all times throughout the Term to pay
and discharge all existing and future rates taxes duties
charges community charges and assessments surcharges
impositions and outgoings whatsoever whether parliamentary
local or of any other description which now are or may at any
time during the Term be assessed imposed or charged upon or
payable in respect of the Demised Premises or any part thereof
or upon the owner or occupier in respect thereof or payable by
either in respect thereof and whether of national or local and
whether of a capital or revenue nature and even though of a
wholly novel character provided that the Tenant shall not in
any event be liable for any payments as shall be occasioned by
any development disposition of or dealing with the ownership
of any estate or interest expectant in reversion on the
determination of the Term or subject to
4
Clause 4.6 hereof upon the rents received by the Landlord
2.2.2 To pay all charges for water, gas and electricity (including
meter rents) consumed in the Demised Premises during the Term.
2.2.3 To keep the Demised Premises in rateable occupation during the
last three months of the Term or such longer period as The
Secretary of State may specify as "the standard period" for
the purpose of Section 42 of the Local Government Planning and
Land ▇▇▇ ▇▇▇▇
2.2.4 Immediately and in any case within seven days of receipt of
any proposal by the Valuation Officer or Rating Authority
respecting the rating assessment of the Demised Premises to
give notice thereof to the Landlord and not to agree to any
such proposal without the Landlord's written consent (such
consent not to be unreasonably withheld or delayed)
2.3 To repair and keep clean and tidy
2.3.1 Subject always to the proviso hereinafter appearing well and
substantially to repair cleanse maintain and keep in good and
substantial repair and condition the Demised Premises and
without prejudice to the generality of the foregoing well and
substantially to repair and keep in repair and maintain all
party walls (jointly with tenants of adjoining premises) and
all fencing and boundary walls lighting heating and
ventilation and drainage systems plate glazing water gas and
other installations fire fighting equipment and all other
machinery and Landlord's fixtures and fittings in the Demised
Premises and exclusively serving the same and all sewers
drains channels watercourses gutters rainwater and soil pipes
and cables and supply lines exclusively serving the same
(damage by any of the insured risks save where the insurance
moneys shall be irrecoverable in consequence of any act or
default of the Tenant or its agents licensees servants or
invitees or damage to the Tenant's trade fixtures fittings and
stock (if any) only excepted)
2.3.2 To keep the Demised Premises maintained to a good standard of
decorative order and properly clean and, as often as necessary
and at least once in every third year as to the exterior of
the Demised Premises and once in every fifth year as to the
interior of the Demised Premises and also in the last year of
the Term (but not twice in any period of 18 months), to
redecorate and treat the Demised Premises with appropriate
materials in good and workmanlike manner (and during the last
year of the Term in a colour scheme and with materials
approved by the Landlord).
2.3.3 Without prejudice to the generality of the foregoing to clean
all glazing (both inside and outside and including frames) in
the Demised Premises as often as shall
5
reasonably be necessary but not less than once in every three
months
2.3.4 To clean the brickwork cladding and other finishes in a
workmanlike manner as often as shall reasonably be considered
necessary by the Landlord
2.3.5 Immediately preceding the determination of the Term (howsoever
determined) to thoroughly clean and scour the external and
internal parts of the Demised Premises and leave the same
clean and secure in every respect on the last day of the Term
2.3.6 To make good all damage caused to the Demised Premises and all
other parts of the Science Park (as defined in the First
Schedule hereto) by the Tenant its servants agents or
licensees or caused in the furtherance of theft and within one
month (or within twenty-four hours in case of emergency) after
service upon the Tenant by the Landlord of a notice in writing
specifying any repairs for which the Tenant is responsible and
necessary to be done to commence and thereafter proceed
diligently to complete the execution of such repairs and the
cost thereof shall be a debt due from the Tenant to the
Landlord and be forthwith recoverable by action and the
Landlord's remedies for recovering rent in arrears shall apply
hereto
2.3.7 To pay to the Landlord forthwith upon written demand (and the
Landlord's remedies for recovering rent in arrears shall apply
hereto) the reasonable cost to the Landlord of inspecting
repairing maintaining renewing replacing any party walls
separating the Demised Premises from any adjoining premises in
case of failure by the Tenant to comply with its obligations
under Clause 2.3.1. of this Lease
2.3.8 To take all steps necessary to prevent the freezing of water
pipes in the Demised Premises
PROVIDED ALWAYS that the Tenant shall not be liable hereunder for
latent or inherent defects in the Demised Premises.
2.4 Landlords discretion as to painting and repairs and of making
regulations
To abide by the decision of the Landlord or the Landlord's Managing
Agents as to whether and the time and manner in which any work ought to
be done pursuant to the covenants in sub-clause 2.3. of this Clause and
to comply with their reasonable directions in that behalf and as to the
mode of bringing telephone communication wires into the Demised
Premises and to abide by all reasonable regulations from time to time
in force (written details of which shall have first been given to the
Tenant) relating to the use of any parts of the Science Park which the
Tenant is entitled to use but which are not included in the Demised
Premises the Landlord being entitled to make and from time to
6
time amend any such regulations as it shall at its discretion think
appropriate for the preservation of the quality and character of the
Science Park and the amenities thereof and the wellbeing of its
occupants (including but without limiting the generality of the
foregoing regulations restricting the use of the Science Park but not
the Demised Premises for such periods as the Landlord shall deem
reasonably necessary or expedient in the interests of safety expedition
of repairs or decorations or otherwise)
2.5 Restriction on effluent and rubbish
2.5.1 Not to discharge into the drains of the Landlord any effluent
other than storm water or into the sewers of the Landlord any
effluent other than sewerage water and soil otherwise than as
authorised by licence issued by Anglian Water Plc or Geodesys
Limited or other drainage authority for the time being having
jurisdiction in relation to the Science Park and strictly in
compliance with all conditions regulations and requirements
attaching to such license PROVIDED THAT the Tenant shall at
all times indemnify the Landlord in relation to any liability
for contamination or other costs, claims or damage whatsoever
or howsoever arising from and directly attributable to such
discharge and not to wash down vehicles of any type on any
part of the Science Park
2.5.2 To supply to the Landlord within 7 days of a request therefor
a copy of any licence obtained by the Tenant pursuant to Sub-
Clause 2.5.1. above.
2.5.3 Not to form any refuse dump or rubbish or scrap heap on the
Demised Premises or in any yard passageway staircase or
balcony adjacent thereto but to remove as frequently as
reasonably necessary all refuse rubbish and scrap and all used
tins cans boxes and other containers which may have
accumulated on the Demised Premises and to use the refuse
disposal receptacles (if any) provided by the Landlord and to
keep the Demised Premises generally free from weeds deposit of
materials or refuse and clean and tidy and not to bring or
keep or suffer to be brought or kept upon the Demised Premises
or on any part of the Science Park anything which is or may
become untidy unclean unsightly or in any way detrimental to
the amenity of the neighbourhood and within two working days
to comply with the requirements of any written notice from the
Landlord to restore any amenity injured as aforesaid and in
the event of the Tenant failing to comply with such notice the
Landlord shall be entitled to enter upon the Demised Premises
or elsewhere on the Science Park and carry out any works
necessary to comply with such notice and to recover the
reasonable cost thereof from the Tenant which shall at the
option of the Landlord be recoverable from the Tenant as rent
in arrear
2.6 To permit entry for inspection
2.6.1 To permit the Landlord or the Landlord's Managing Agents or
such workmen as
7
may be authorised in writing by them respectively at all
reasonable times within forty-eight hours of notice in writing
from the Landlord to the Tenant (except in case of emergency
when no notice shall be required) to enter the Demised
Premises and take a plan and examine the state of repair and
condition of the same and to keep inventories of the fixtures
and things to be surrendered at the expiry of this Lease and
within one calendar month or sooner if requisite after notice
in writing to the Tenant of all defects and wants of
reparation for which the Tenant is liable under the covenants
on his part herein contained found on such examination shall
have been given or left at the Demised Premises to proceed
diligently to repair and make good the same according to such
notice and the covenants and conditions and in accordance with
the requirements of the Landlord or the Landlord's Managing
Agents and in case the Tenant shall make default in so doing
within one month of the service of such notice (or within
twenty-four hours in case of emergency in the opinion of the
Landlord) it shall be lawful for workmen and others to be
employed by the Landlord to enter upon the Demised Premises
and repair and restore the same and all costs and expenses
incurred thereby and Value Added Tax thereon (including
Surveyor's and other professional fees) shall on demand be
paid by the Tenant to the Landlord and if not so paid shall be
recoverable by the Landlord as rent in arrear
2.6.2 To permit the Landlord or its Agents or workmen at all
reasonable times within forty-eight hours of notice in writing
from the Landlord to the Tenant (except in case of emergency
when no notice shall be required) to enter upon the Demised
Premises for the purpose of executing repairs additions or
alterations painting and redecoration to or upon any adjoining
or neighbouring premises or for making repairing renewing or
connecting or cleansing any services belonging to or leading
from the same such persons causing as little inconvenience or
interruption to business as possible and making good to the
reasonable satisfaction of the Tenant all damage to the
Demised Premises thereby occasioned
2.6.3 The Tenant shall indemnify the Landlord from and against all
liability whatsoever including all actions proceedings costs
claims and demands brought or made against the Landlord under
or by virtue of the Defective Premises ▇▇▇ ▇▇▇▇ or any Act or
Acts for the time being amending or replacing the same or any
regulations or orders made thereunder in the event of the
Landlord exercising the right to enter the Demised Premises to
carry out any description of maintenance or repair thereof
under the power contained in sub-clause 2.6.1. of this
sub-clause
2.7 Restriction on Alterations
2.7.1 Not to make any structural alterations to the Demised Premises
or any part thereof nor to erect any new buildings or
extensions thereon and without prejudice to the generality of
the foregoing not to install any outlets for pipes wires
cables or flues through the walls doors or windows of the
Demised Premises (save as hereinafter
8
contained) Provided always that the cutting of one or more
doors or similar openings in a wall or walls separating the
Demised Premises from any adjoining premises occupied by the
Tenant shall not for the purposes of this sub-clause be
regarded as a structural alteration and shall require the
consent of the Landlord under Clause 2.7.2
2.7.2 Not without the previous consent in writing of the Landlord
such consent not to be unreasonably withheld or delayed (and
then only in accordance with plans previously approved in
writing by the Landlord such approval not to be unreasonably
withheld or delayed and subject to conditions reasonably
imposed by and under the supervision and to the reasonable
satisfaction of the Landlord or its Surveyors or Architects)
to make any non-structural alterations or additions to the
Demised Premises (excepting the installation of or alterations
to internal demountable partitioning for which no consent will
be necessary) and if required by the Landlord to reinstate all
such approved alterations and modifications (including
demountable partitioning) at the end of the Term (or (if
earlier) in the case of works to create an opening in walls
separating the Demised Premises from adjoining premises
occupied by the Tenant the date on which the adjoining
premises cease to be occupied by the Tenant) to the reasonable
satisfaction of the Landlord or its Surveyor.
2.7.3 At the expiry of the Term (howsoever determined) (or (or
earlier) in the case of works to create an opening in walls
separating the Demised Premises from adjoining premises
occupied by the Tenant the date on which the adjoining
premises cease to be occupied by the Tenant) if and to the
extent required by the Landlord to remove all alterations or
additions made to the Demised Premises or any part by the
Tenant or its predecessors in title prior to the date of this
lease pursuant to any previous tenancy of the Demised Premises
under which the Tenant or any predecessor in title of the
Tenant was permitted to carry out alterations to the Demised
Premises subject to a liability to reinstate and where the
Tenant or the predecessor in title did not reinstate the
alterations on the determination of that tenancy and to
restore and make good the Demised Premises in a good and
workmanlike manner to the condition and design which existed
before the alterations were made to the reasonable
satisfaction of the Landlord or its surveyor.
2.8 Not to affix heavy apparatus or exceed loads or overload services
2.8.1 Not to affix to the structure or any part of the Demised
Premises any heating apparatus ducting pipes or electric power
cables or any crane or hoist for the lifting or transport of
merchandise or other goods without the written permission of
the Landlord first obtained such permission not to be
unreasonably withheld or delayed such permission to be hereby
deemed and acknowledged in relation to any such apparatus
pipes cables crane or hoist affixed to the Demised Premises by
the
9
Tenant prior to the date hereof pursuant to any previous
lease.
2.8.2 Not to suspend or permit or suffer to be suspended any heavy
load from the ceilings or main structure of the Demised
Premises nor load or use or permit or suffer to be loaded or
used the floor or structure of the Demised Premises in any
manner which will in any way impose a weight or strain in
excess of that which such premises are constructed to bear
with due margin for safety or which will in any way strain or
interfere with the structural members thereof
2.8.3 Not to overload the services to the Demised Premises
2.8.4 To pay to the Landlord on demand all reasonable costs
reasonably incurred by the Landlord in obtaining the opinion
of a suitably qualified engineer as to whether the Tenant has
been in breach of this sub-clause 2.8 and the Landlord's
remedies for recovering rent in arrears shall apply hereto
2.9 Not to avoid insurance
2.9.1 Not to do or permit or suffer to be done anything (save that
the permitted use from time to time shall not be deemed to be
a breach of this covenant) whereby the policy or policies of
insurance of the Demised Premises and/or the adjoining or
neighbouring premises of the Landlord may become void or
voidable and to comply with all reasonable recommendations and
requirements of the insurers as to fire precautions relating
to the Demised Premises
2.9.2 To pay to the Landlord on demand any increased premium which
the Landlord may be reasonably required to pay under any
insurance policy in respect of the Demised Premises or any
other property of the Landlord arising from the user as
hereinafter mentioned of the Demised Premises and all such
payment shall be added to the rent hereinbefore reserved and
shall be recoverable as rent
2.9.3 In the event of the Demised Premises or any part thereof being
destroyed or damaged by any of the insured risks and the
insurance moneys under any insurance against the same effected
thereon by the Landlord being wholly or partly irrecoverable
by reason solely or in part of any act or default of the
Tenant or its agents licensees servants or invitees then and
in every such case the Tenant will forthwith (in addition to
the said rent) pay to the Landlord the irrecoverable
proportion of the cost of completely rebuilding and
reinstating the same
2.9.4 Not to effect any policy of insurance of its own in respect of
risks covered by the insurance effected by the Landlord of the
Demised Premises (and in default any insurance money received
by or payable to the Tenant shall become the property of the
Landlord)
10
2.10 Dangerous substances
2.10.1 Not to keep or permit or suffer to be kept on the Demised
Premises any material liquid or gas of a dangerous combustible
corrosive explosive flammable radio-active or offensive nature
otherwise than in accordance with the provisions of any
relevant Act or Acts of Parliament or regulations made
thereunder or issued by the Health and Safety Executive or any
other like statutory body for the time being in force and
after due notice to the Landlord and the insurers of the
Demised Premises and payment of every increased or extra
premium which ought properly to be paid and in any event not
to store in the Demised Premises materials the keeping of
which may contravene any statute order or regulation or bye-
law
2.10.2 If it shall be necessary for the Landlord or any tenant of any
unit adjoining the Demised Premises to carry out any work to
such adjoining unit as a result of the storage in the Demised
Premises or any of the substances mentioned in sub-clause
2.10.1 hereof then the Tenant shall forthwith on demand pay to
the Landlord or such adjoining tenant the cost incurred in
carrying out such work as aforesaid
2.10.3 Within seven days of a request by the Landlord to supply to
the Landlord copies of any applications made by the Tenant to
any statutory or other authority or body for consent to keep
any of the matters referred to in sub-clause 2.10.1 hereof on
the Demised Premises together with copies of any licenses
issued pursuant to any such applications
2.11 Dealings with the lease
2.11.1 Not to transfer, mortgage, charge, hold on trust for another,
underlet or otherwise part with possession of any part (as
distinct from the whole) of the Demised Premises or agree to
do so.
2.11.2 Not to transfer, hold on trust for another, underlet or
otherwise part with possession of the whole of the Demised
Premises or agree to do so, except that the Tenant may
transfer or underlet the whole of the Demised Premises if,
before the transfer or underletting is completed, the Tenant
complies with the conditions described in clause 2.11.3 or
clause 2.11.4, as applicable.
(Assignment)
2.11.3 The conditions (which are specified for the purposes of
section 19(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and which
operate without prejudice to the Landlord's right to withhold
consent on any reasonable ground) applying to a transfer of
the whole of the Demised Premises are:
11
(A) that the Tenant enters into an authorised guarantee
agreement, as defined in section 16 of the Landlord
and Tenant (Covenants) ▇▇▇ ▇▇▇▇, with the Landlord in
the form of the draft set out in the Sixth Schedule
hereto; and
(B) that any guarantor of the Tenant's obligations
guarantees to the Landlord that the Tenant will
comply with the authorised guarantee agreement in a
form which the Landlord reasonably requires; and
(C) that, subject as provided in paragraph ((D)) and if
the Landlord so reasonably requires, the proposed
assignee procures one, but not both, of the
following:
(1) covenants with the Landlord by an additional
guarantor or guarantors approved by the
Landlord (who shall act reasonably in giving
its approval), in terms having a form and
content reasonably required by the Landlord;
or
(2) a deposit with the Landlord of an amount in
cleared funds equal to half of the then
current yearly rent first reserved by this
lease and an amount equal to VAT on that
amount, on terms which the Landlord
reasonably requires; and
(D) if the proposed transfer is to a Group Company (which
expression shall have the meaning set out in Section
42 of the Landlord and Tenant Act 1954); and
(1) if the Tenant's obligations, or any of them,
are guaranteed by another Group Company,
that such Group Company covenants with the
Landlord terms having a form and content
reasonably required by the Landlord; or
(2) if the Tenant's obligations are not
guaranteed by another Group Company and if
the transferee is not, in the Landlord's
reasonable opinion, of equal financial
standing to the Tenant, that the proposed
transferee procures covenants by a Group
Company other than the Tenant and the
transferee and which is, in the Landlord's
reasonable opinion, of equal financial
standing to the Tenant, in a form which the
Landlord reasonably requires; and
(3) whether or not paragraph (D)(1) or (2)
applies, if the Tenant's obligations, or any
of them, are secured by a security deposit,
the proposed transferee procures a deposit
with the Landlord of the amount and on terms
described in paragraph (C)(2); and
12
(E) that the Landlord's consent, which will not be
unreasonably withheld, is obtained to, and within two
months before, the transfer.
(Underletting)
2.11.4 Not to underlet the whole of the Demised Premises except:
(A) to a person who has covenanted with the Landlord:
(1) to observe the Tenant's obligations in this
Lease (other than the payment of rents);
(2) not to transfer the whole of the Demised
Premises without the Landlord's consent
(which shall not be unreasonably withheld if
the conditions which are referred to in
clause 2.11.3 are first satisfied); and
(3) not to transfer part of the Demised Premises
or to underlet or otherwise part with
possession or share the occupation of the
Demised Premises or any part of them;
(B) by reserving as a yearly rent, without payment of a
fine or premium, an amount equal to their then open
market rack rental value such rent to be approved by
the Landlord (who shall not unreasonably withhold it)
and to be payable by equal quarterly instalments in
advance on the usual quarter days and by reserving,
as additional rents, amounts equal to and payable at
the same times as the other rents reserved by this
lease;
(C) by a form of underlease (which does not express any
sum to be payable by reference to a percentage or
proportion of the rent or any other sum payable under
this lease, but which requires it to be payable and
assessed in accordance with the same principles as
are required by this lease) to be approved by the
Landlord, such approval not to be unreasonably
withheld;
(D) by a form of underlease which requires:
(1) the principal rent reserved by it to be
reviewed upwards only at each of those
Review Dates which will occur during the
sub-term, in accordance with the same
principles which apply to rent reviews under
this lease;
(2) the underlessee to observe the Tenant's
obligations (other than the obligation to
pay rents under this lease) to the extent
they relate to the Demised Premises and
containing:
13
(a) a condition for re-entry by the
underlessor on breach of any obligation
by the underlessee;
(b) a qualified covenant not to transfer
the whole of the Demised Premises
(subject to prior compliance with
conditions as set out in clause 2.11.3)
and an unqualified covenant not to
transfer part of the Demised Premises
or to underlet or otherwise part with
possession or share the occupation of
the Demised Premises or any part of
them;
(c) an agreement excluding sections 24 to
28 inclusive of the Landlord and ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ in relation to the underlease,
pursuant to an Order duly made under
section 38(4) of that Act; and
(E) with the Landlord's consent, issued within two months
before completion of the underletting, which consent
(subject to compliance with the foregoing conditions
precedent shall not be unreasonably withheld.
2.11.5 To enforce the observe by every underlessee of the provisions
of the underlease and not expressly or impliedly to waive any
breach of them, nor to vary the terms of any underlease.
2.11.6 Not to agree any reviewed rent payable under an underlease
until the principal rent reserved by this Lease has been
reviewed and agreed in accordance with the provisions of the
Fourth Schedule hereto.
(Sharing occupation)
2.11.7 Not to share the occupation of the Demised Premises or any
part of them.
2.12 Notifying Landlord of dealings with the lease
2.12.1 Within ten working days after any disposition or devolution of
this lease, or of any estate or interest in or derived out of
it, to give the Landlord notice of the relevant transaction
with a certified copy of the relevant document, and to pay the
Landlord a fair and reasonable fee of not less than twenty
five pounds for registering each notice.
2.12.2 To notify the Landlord of particulars of the determination of
every rent review under any underlease of the Demised Premises
within fourteen days after the date of determination.
14
2.13 To pay costs of notices and consents and orders
2.13.1 To pay all proper and reasonable costs charges and expenses
(including Solicitors costs and Surveyors fees) incurred by
the Landlord in any proceedings under Sections 146 and 147 of
the Law of Property ▇▇▇ ▇▇▇▇ or any statutory provision
replacing the same notwithstanding that forfeiture is avoided
otherwise than by relief granted by the Court
2.13.2 To reimburse to the Landlord on demand all proper and
reasonable fees costs charges and expenses incurred or
suffered by the Landlord arising out of or in connection with
or incidental to any application or request by the Tenant in
connection with the Demised Premises or any provisions of this
Lease whether or not the same shall be proceeded with by the
Tenant or shall be granted subject to conditions or arising
out of or in connection with any steps in connection with the
preparation and service of a Schedule of Dilapidations during
or within ninety days after the expiry of sooner determination
of the Term or within ninety days after the Tenant vacates the
Demised Premises whichever shall be the later (but in relation
only to dilapidations occurring during the Term)
2.13.3 To pay all proper and reasonable legal costs and disbursements
incurred by the Landlord in the recovery of arrears of rent
and any other monies due hereunder from the Tenant to the
Landlord and proceedings in connection therewith
2.14 User
2.14.1 Subject to sub-clause 2.16 hereof to use the Demised Premises
for such use within Class B1 of the Town and Country Planning
(Use Classes) Order 1987 as shall be first approved in writing
by the Landlord (such consent not to be unreasonably withheld
or delayed where the proposed use is compatible with uses on a
Science Park and does not conflict with good estate
management) and for no other purpose
2.14.2 Not to use the car parking spaces on the Science Park
allocated to the Tenant pursuant to the provisions of the
First Schedule otherwise than for parking private motor cars
of the Tenant its employees and visitors
2.15 Advertisements and signs
2.15.1 Not to affix or permit to be affixed or exhibited to or upon
any part of the exterior of the Demised Premises or on the
interior visible from the exterior any placard poster sign
notice or advertisement save those of a type size and in
positions approved in writing by the Landlord
2.15.2 At the end of the Term (howsoever determined) and if so
required by the Landlord to remove such placard poster sign or
advertisement from the Demised Premises
15
and to make good to the reasonable satisfaction of the
Landlord or its Surveyors any damage caused to the Demised
Premises by such removal
2.15.3 Always to display and maintain a suitable sign in a location
reasonably prescribed by the Landlord showing the name (or
trading name) of every permitted occupier of the Demised
Premises
2.16 To comply with statutory provisions
2.16.1 At all times during the Term to observe and comply in all
respects with the provisions and requirements of any and every
enactment (which expression in this covenant includes as well
any and every Act of Parliament already or hereafter to be
passed as any and every order regulation and bye-law already
or hereafter to be made under or in pursuance of any such Act)
so far as they relate to or affect the user of the Demised
Premises or any additions or improvements thereto or the user
thereof for the purpose of any manufacture process trade or
business or the employment therein of any person or persons or
any fixtures machinery plant or chattels for the time being
affixed thereto or being thereupon or used for the purposes
thereof and to execute all works and provide and maintain all
arrangements which by or under any enactment or by any
government department local authority or other public
authority or duly authorised officer or court of competent
jurisdiction acting under or in pursuance of any enactment are
or may be directed or required to be executed provided and
maintained at any time during the Term upon or in respect of
the user of the Demised Premises or any additions or
improvements thereto or in respect of any such user thereof or
employment therein of any person or persons for fixtures
machinery plant or chattels as aforesaid whether by the
Landlord or Tenant thereof and to indemnify the Landlord at
all times against all costs charges and expenses of or
incidental to the execution of any works or the provision or
maintenance of any arrangements so directed or required as
aforesaid and not at any time during the Term to do or omit or
suffer to be done or omitted on or about the Demised Premises
any act or thing by reason of which the Landlord may under any
enactment incur or have imposed upon him or become liable to
pay any penalty damages compensation costs charges or expenses
and to keep the Landlord effectually indemnified against all
such compensation damages penalties costs charges or expenses
2.16.2 At all times during the Term to comply in all respects with
the provisions and requirements of any Town and Country
Planning Act or Acts for the time being in force and any
regulations and orders made thereunder and all licenses
consents permissions (to the extent such permissions shall be
implemented) and conditions (if any) granted or imposed
thereunder or under any enactment repealed thereby so far as
the same respectively relate to or affect the Demised Premises
or any part thereof or any operations works act or things
already or hereafter to be carried out executed or done or
omitted thereon or the use thereof for any purpose and before
16
making any applications to the Local Authority for planning
permission or bye-law consent to obtain the consent in
Authority for planning permission or bye-law consent to obtain
the consent in writing of the Landlord (which consent shall
not be unreasonably withheld or delayed) to such application
and to provide the Landlord with copies of the relevant
application and accompanying drawings and on the granting of
such planning permission or bye-law consent to supply copies
thereof to the Landlord
2.16.3 Unless the Landlord shall otherwise direct to carry out before
the expiration or sooner determination of the Term any works
stipulated to be carried out to the Demised Premises by a date
subsequent to such expiration or sooner determination as a
condition of any planning permission which may have been
granted and acted upon by the Tenant during the Term
2.16.4 To give notice to the Landlord as soon as reasonably
practicable after receipt of the same of any notice order or
proposal for a notice or order served on the Tenant under any
legislation and if so reasonably required by the Landlord to
produce the same and at the request and cost of the Landlord
to make or join in making such objections or representations
in respect of any proposals as the Landlord may reasonably
require
2.16.5 At all times during the Term to comply with all requirements
from time to time of the appropriate authority in relation to
means of escape from the Demised Premises in case of fire and
at the expense of the Tenant to keep the Demised Premises
sufficiently supplied and equipped with fire fighting and
extinguishing apparatus and appliances of a type to be
approved from time to time by the relevant Fire Authority and
suitable in all respects to the type of user of or business
manufacture process or trade carried on upon the Demised
Premises which shall be open to the inspection of the Landlord
and also not to obstruct the access to or means of working
such apparatus and appliances by their operations at or
connected with the Demised Premises
2.17 Restriction on nuisance and auctions
2.17.1 Not to use the Demised Premises or any part thereof for any
immoral purpose or for any noisy noisome dangerous or
offensive trade business manufacture operation or occupation
provided that the permitted user from time to time shall be
deemed not to be in breach of this clause and also not to do
or permit to be done thereon anything which may be or grow to
the damage nuisance disturbance or annoyance of the Landlord
or the occupiers of any adjoining or neighbouring premises or
permit any sale by auction to be held upon the Demised
Premises or any part thereof or permit the Demised Premises to
be used for residential purposes or as sleeping accommodation
17
2.17.2 To pay to the Landlord all proper and reasonable costs charges
and expenses which may properly and reasonably be incurred by
the Landlord in abating a nuisance caused by the Tenant or its
servants licensees or customers and executing all such works
as may be necessary for abating a nuisance in obedience to a
notice served by a local or public authority on the Landlord
or the Tenant in respect of the Demised Premises
2.17.3 Not at any time to permit any musical instrument gramaphone or
similar apparatus to be played or used on the Demised Premises
so as to be audible from outside the Demised Premises
2.17.4 Sound insulation
To comply in all respects with any scheme or requirement which
may be imposed by the Local Planning Authority in connection
with the sound insulation of all plant and machinery
2.17.5 Restriction on noise
Without prejudice to the preceding provisions of this Clause
2.17 hereof to ensure that the noise from operations conducted
on the Demised Premises shall not exceed
40 db (A) between 08.00 hours and 18.00 hours
35 db (A) between 18.00 hours and 22.00 hours
and
30 db (A) between 22.00 hours and 08.00 hours
all as measured on the boundary of the Science Park
2.18 To yield up
On the expiration or sooner determination of the Term peaceably to
yield up to the Landlord the Demised Premises in a good and tenantable
state of repair and condition and decoration in accordance with the
covenants by the Tenant herein contained together with all additions
and improvements thereto and the keys and all Landlord's fixtures and
fittings of every kind now in or upon the Demised Premises or which
during the Term may be affixed or fastened to or upon the same all of
which shall be at the expiration or sooner determination of the Term
left complete with all parts and appurtenances thereof and in proper
working order and condition PROVIDED ALWAYS that the foregoing
covenants shall not apply to any articles held by the Tenant on hire
nor to the Tenant's
18
fixtures and fittings and to make good any damage caused to the Demised
Premises by the removal of tenants and trade fixtures and fittings AND
PROVIDED FURTHER that if so required by the Landlord the Tenant will
remove from the Demised Premises such of the Tenant's fixtures and
fittings as are then installed in the Demised Premises as the Landlord
shall specify to be removed making good all damage caused thereby to
the Landlord's satisfaction and reinstating the Demised Premises to
their original condition PROVIDED FURTHER that the Tenant may from time
to time (but only with the previous consent of the Landlord) substitute
for any of the Landlord's fixtures and fittings other fixtures and
fittings of at least as good a kind and quality as the Landlord's
fixtures and fittings and not less suitable in character
2.19 Indemnity of the Landlord
To indemnify and keep indemnified the Landlord from and against
liability for all loss damage actions proceedings claims demands costs
damages and expenses of whatever nature in respect of any injury to or
the death of any person or damage to any property movable or immovable
or in respect of the infringement disturbance or destruction of any
right easement or privilege or otherwise by reason of or arising in any
way directly or indirectly out of:
2.19.1 the state of repair or condition of the Demised Premises
insofar as the Tenant is liable for such state or condition
under the covenants herein contained
2.19.2 the act omission or default of the Tenant its agents employees
customers invitees or visitors whilst on or about the Science
Park or the Demised Premises
2.19.3 the construction or existence of any extensions of or
alterations to the Demised Premises carried out by or on
behalf of the Tenant
2.19.4 the user of the Demised Premises and other areas of the
Science Park by the Tenant or its agents employees invitees or
visitors
2.19.5 anything now or hereafter attached to or on the Demised
Premises or the Science Park by or on behalf of the Tenant
2.20 Not to obstruct
2.20.1 Not to expose or place or permit or suffer to be exposed or
placed any goods articles or things whatsoever outside the
Demised Premises or upon any part of the Science Park and to
keep the same free from obstruction of any kind
2.20.2 Not to stop up darken or obstruct any windows or lights or
ventilators belonging to the Landlord or to other tenants of
the Landlord or to tenants of other units on the Science Park
or other property adjoining the Demised Premises and not to
stop
19
up cover or obstruct access to any services on the Science
Park or to any fire escapes and not to give to any third party
any acknowledgement that the Tenant enjoys the access of light
or air to any windows or openings in the Demised Premises by
the consent of such third party or to pay any sum of money to
or enter into agreement with such third party for the purpose
of inducing or binding him to abstain from obstructing the
access of light or air to any such windows or lights or
ventilators and in the event that any such third party doing
or threatening to do anything which obstructs or would
obstruct such access of light or air forthwith in writing to
notify the same to the Landlord
2.20.3 Prevention of acquisition of easements
Without prejudice to sub-clause 2.20.2 above not to permit or
suffer any owner of adjoining or neighbouring property to
acquire any rights of way light or air or other easements over
the Demised Premises but as soon as the Tenant becomes aware
thereof to inform the Landlord or the Landlord's Managing
Agents in writing of any act or thing which may result in the
acquisition of any right or privilege over the Demised
Premises (for the purpose of enabling the Landlord if it
thinks fit to do anything necessary for preventing the
acquisition of any such right or privilege and to permit the
Landlord and the Landlord's Managing Agents to enter and
examine the Demised Premises accordingly) and at the sole cost
of the Landlord to join with the Landlord in taking such steps
or action as may be reasonably required by the Landlord to
prevent any such right or privilege from being acquired
2.21 To notify Landlord of defects and damage
2.21.1 To notify the Landlord without delay upon becoming aware of
any "relevant defects" of which it is aware in the state of
the Demised Premises within the meaning of Section 4 of the
Defective Premises Act 1972 or any statutory modification or
re-enactment thereof and (without prejudice to the foregoing)
to give notice thereof as soon as reasonably practicable to
the Landlord of any notice or claim affecting the Demised
Premises
2.21.2 In the event of the Demised Premises being destroyed or
damaged to give notice thereof immediately to the Landlord or
the Landlord's Managing Agents stating the cause of such
destruction or damage if the Tenant can in fact determine the
cause
2.22 For sale or to let boards
To permit the Landlord and its surveyors workmen and agents at any time
during the Term for the purpose of selling or disposing of the
Landlord's reversionary interest or at any time within six calendar
months next before the expiration or sooner determination of
20
the Term for the purpose of re-letting the Demised Premises to enter
upon the Demised Premises and to affix and retain upon any suitable
part thereof (but not so as to block any door or window) a notice board
for selling or letting the same (with or without any other premises) as
the case may be and the Tenant will not remove or obscure the same and
will at all times throughout the Term permit all prospective purchasers
or tenants by order in writing of the Landlord or its agents to enter
and view the Demised Premises or any part thereof at reasonable hours
in the daytime by prior appointment without interruption
2.23 Covenants
To comply with those covenants and other matters affecting the Demised
Premises and not to interfere with those rights easements or other
matters (if any) affecting the Demised Premises as (in each case) are
contained or referred to in the documents referred to in the Fifth
Schedule.
3. THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:
3.1 Quiet enjoyment
That the Tenant paying the rents hereby reserved and observing and
performing the several covenants and stipulations on its part herein
contained shall peaceably hold and enjoy the demised Premises during
the Term without any interference of the Landlord or any person
rightfully claiming under or in trust for him or by title paramount
3.2 To insure
3.2.1 Subject to such limitations exclusions and excesses as are
required by the insurers normal terms of insurance to keep
insured at all times throughout the Term the Demised Premises
(with the Tenant's interest being noted upon the policy of
insurance if the insurers so permit) against loss or damage by
fire explosion lightning storm and tempest riot civil
commotion and aircraft and articles dropped therefrom and
(where appropriate) flooding impact by vehicle escape of water
from burst pipes or other water apparatus (and in time of war
against war risks under any statutory insurance scheme which
may be applicable to the Demised Premises) the cost of shoring
up demolition and site clearance and against such other risks
as the Landlord may from time to time reasonably require
together with surveyors and architect's fees and three years
loss of rent (to include not only the rent currently payable
but having reasonable regard to potential increases in rent
pursuant to the Fourth Schedule and with any addition to the
amount insured as the Landlord may reasonable decide in
respect of VAT) in some insurance office of repute to a value
equal to the full cost of reinstatement thereof but not
necessarily facsimile reinstatement in accordance with local
and statutory requirements then current and against loss of or
damage to property or personal
21
injury or any building erected thereon or anything done
therein and to make all payments necessary for that purpose
when the same shall respectively become payable and unless the
policy of insurance shall be vitiated by act or default of the
Tenant or its agents licensees servants or invitees to cause
all monies received by virtue of any such insurance (save any
monies received in respect of loss of rent) to be forthwith
laid out in rebuilding and reinstating the Demised Premises in
the event of the Demised Premises being damaged or destroyed
as aforesaid unless the Landlord is unable having used its
best endeavours (which the Landlord agrees to do) to obtain
permission for such rebuilding or reinstatement of the Demised
Premises whereupon this demise shall forthwith be at an end
without prejudice to any right of action of the Landlord or
the Tenant in respect of any antecedent breach of covenant
Provided that the Tenant shall have no claim in respect of the
said insurance monies
3.2.2 Whenever reasonably so required by the Tenant to supply to the
Tenant sufficient details of such policy or policies of
insurance to enable the Tenant to comply with the terms and
conditions thereof together with evidence of payment of the
premium
3.3 To use all reasonable endeavours to do such of the things and to
provide such of the services specified in the Third Schedule hereto as
the Landlord or Landlord's Managing Agents from time to time shall deem
appropriate and to use its like endeavours to enforce the covenant to
contribute to the expenses referred to in the Third Schedule which are
contained in leases of other premises on the Science Park (as defined
in the First Schedule hereto)
3.4 Unless the Landlord reasonably considers it not to be in the interest
of other tenants on the Science Park (as defined as aforesaid) to use
reasonable endeavours at the Tenant's request to enforce the covenants
contained in leases of other premises on the Science Park (as so
defined) the Tenant indemnifying the Landlord against its expenses
properly incurred in so far as they are not recoverable under the
provisions of the other leases (or otherwise)
4. PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS:
4.1 Notwithstanding and without prejudice to any other remedies and powers
herein contained or otherwise available to the Landlord if the rents
reserved or any part thereof shall be unpaid for twenty-one days after
becoming payable whether formally demanded or not or if any covenant on
the Tenant's part or condition contained in this Lease shall not be
performed or observed or if the Tenant for the time being (being a
company) shall enter into liquidation whether compulsory or voluntary
(save for the purpose of reconstruction or amalgamation whilst solvent)
or pass a resolution for winding up (save as aforesaid) or suffer an
administrator or an administrative receiver to be appointed or being an
individual or being more than one individual any one of them shall have
a
22
receiving order made against him or become bankrupt or if the Tenant
(or if there shall be more than one Tenant any of them) shall enter
into composition with their or his creditors or suffer any distress or
execution to be levied on their or his goods then and in any such case
it shall be lawful for the Landlord at any time thereafter to re-enter
upon the Demised Premises or any part thereof in the name of the whole
and thereupon this demise shall absolutely determine but without
prejudice to any right of action or remedy of the Landlord in respect
of any breach non-observance or non-performance of any of the Tenant's
covenants or any conditions herein contained
4.2 Notices
Any notice under this Lease shall be in writing and shall be deemed
well served if posted to the Registered Office of the recipient or if
an individual at his last known address or in the case of the service
on the Tenant at the Demised Premises by first class post recorded
delivery in which case the date of service shall be the day following
the date of posting
4.3 Waiver
No demand for or acceptance of or receipt for rent by the Landlord
after knowledge or notice received by the Landlord or his agents of any
breach of any of the Tenant's covenants hereunder shall be or operate
as a waiver wholly or partially of any such breach but any such breach
shall for all purposes of these presents be a continuing breach of
covenant so long as such breach shall be subsisting and the Tenant
shall not be entitled to set up any such demand or acceptance of or
receipt for rent by the Landlord as a defence in any action or
proceeding by the Landlord
4.4 Representations
The Tenant hereby admits that the Demised Premises have been inspected
by it or on its behalf and the Tenant has entered into this Lease
solely on the basis of such inspection and upon the terms hereof and
not in reliance of any collateral contract warranty or representation
whether written oral or implied made by or on behalf of the Landlord
other than any made by the Landlord's Solicitors in reply to any
enquiries raised by the Tenant's Solicitors prior to the date hereof
4.5 Value Added Tax
For the avoidance of doubt it is hereby declared that where any party
has an obligation to make payment of any amount hereunder including
(without prejudice to the generality of the foregoing) the rents hereby
reserved and any Value Added Tax (or other like tax excise or custom or
other duty) becomes payable in respect of the supply of any goods or
services to which such amount relates or by reference to which in whole
or in part such amount is ascertained then the obligation shall extend
to and include the Value Added Tax (or other like tax as hereinbefore
mentioned) or the appropriate proportion thereof
23
4.6 Rent abatement
If the Demised Premises or any part thereof shall at any time during
the Term be destroyed or so damaged by fire or other insured risk as to
be unfit for occupation or use then and in any such case unless the
insurance of the Demised Premises shall have been forfeited or payment
of the said policy monies or any part thereof refused by or in
consequence of any act or default of the Tenant their licensees or
agents the rent hereby reserved (without prejudice to any monies owing
to the Landlord at the date of such damage or destruction) or a fair
and just proportion thereof according to the nature and extent of the
damage sustained shall from the date of such damage or destruction and
until the Demised Premises shall have been rebuilt or reinstated and
made fit for occupation or until the end of the period for which the
Landlord shall have initiated loss of rent insurance (whichever shall
first occur) be suspended and cease to be payable
4.7 Ending of the lease following major damage
If at any time the Demised Premises shall be destroyed or damaged and
shall not have been reinstated by the Landlord by the date on which the
insurance for loss of rent effected by the Landlord expires the Tenant
may at any time thereafter by notice in writing to the Landlord
determine this Lease and on the tenth working day following the service
of such notice this Lease shall determine but without prejudice to any
rights or remedies which may then have accrued in respect of any breach
of any of the covenants or provisions contained therein provided that
the Tenant may not determine this Lease if the Landlord had by the date
falling two years and 6 months from the date of destruction or damage
commenced and is diligently proceeding with the carrying out of works
to replace the damaged or destroyed parts of the Demised Premises
4.8 Construction (Design and Management) Regulations 1994
4.8.1 In this clause:
(A) the expression "Regulations" means the Construction
(Design and Management) Regulations 1994 and any
expressions appearing in this clause which are
defined in the Regulations have the same meaning; and
(B) the expression "relevant work" means any construction
work which is undertaken by the Tenant or by a person
claiming under it pursuant to an obligation or a
right (whether or not requiring the Landlord's
consent) under this lease and for the purposes of the
Regulations the Tenant irrevocably acknowledges that
it, and not the Landlord, arranges the design,
carrying out and construction of relevant work.
4.8.2 The Tenant irrevocably acknowledges that it will be the only
client in respect of
24
any relevant work.
4.8.3 Before any relevant work is commenced the Tenant shall make a
declaration in accordance with Regulation 4(4) and shall
forthwith serve it on the Executive and a copy of it on the
Landlord.
4.8.4 The Tenant shall comply with its obligations as client in
respect of any relevant work.
4.8.5 The Tenant shall promptly provide the Landlord with a complete
copy of the health and safety file for all relevant work and
(no later than the expiry of the Term) the original health and
safety file.
4.8.6 The provisions of this clause 4.9 shall apply notwithstanding
that any consent issued by the Landlord in respect of any
relevant work does not refer to the said provisions or to the
Regulations
4.9 Restriction on acquisition of easements
The Tenant shall not by virtue of this demise be deemed to have
acquired or be entitled to nor shall it during the Term acquire or
become entitled by any means whatever in respect of the Demised
Premises to any right of light or air nor any other easement from or
over or affecting any other land or premises now or at any time
hereafter belonging to the Landlord and not comprised in this demise
save such as is necessary for the carrying on of the Tenant's business
in the Demised Premises
4.10 Warranty
Nothing herein contained or implied shall be taken to be a covenant
warranty or representation by the Landlord that the Demised Premises
can lawfully be used for any particular purpose or that the Demised
Premises are fit for any purpose for which the Tenant may use them
4.11 Remedies for dilapidations in the state
If at the expiration or sooner determination of the Term the Demised
Premises are not in the state of repair and condition in which they
should be having regard to the Tenant's covenants herein contained the
Tenant shall (if so required by the Landlord) pay to the Landlord on
demand by way of liquidated damages:
4.11.1 such sum as shall be agreed between the parties and in default
of agreement as shall be certified by an independent chartered
surveyor to be appointed by the Landlord to represent in this
opinion:
25
(A) the cost of putting the Demised Premises into the
state of repair and condition in which they should be
as aforesaid and
(B) the rent that would have been payable under this
Lease if the Term had been extended for such period
as is reasonably necessary to put the Demised
Premises into the state of repair and condition in
which they should be as aforesaid and
4.11.2 the reasonable fees of the Landlord or its agent for the
preparation and service of a Schedule of Dilapidations and of
the said independent chartered surveyor for the preparation
and issue of the said certificate
4.12 Removal of Tenant's property
If at such time as the Tenant has vacated the Demised Premises after
the determination of the Term either by effluxion of time or otherwise
any property of the Tenant shall remain in or on the Demised Premises
and the Tenant shall fail to remove the same within twenty-eight days
after being requested by the Landlord so to do by a notice in that
behalf then and in such case the Landlord may as the agent of the
Tenant (and the Landlord is hereby appointed by the Tenant to act in
that behalf) sell such property and shall then hold the proceeds of
sale after deducting the reasonable costs and expenses of removal
storage and sale reasonably and properly incurred by it to the order of
the Tenant PROVIDED THAT the Tenant will indemnify the Landlord against
any liability incurred by it to any third party whose property shall
have been sold by the Landlord in the bona fide mistaken belief (which
shall be presumed unless the contrary be proved) that such property
belonged to the Tenant and was liable to be dealt with as such pursuant
to this sub-clause
4.13 Party Walls
All walls separating the Demised Premises from any adjoining premises
shall be party walls and shall be used and repaired and maintained as
such and all ceiling joists beams slabs floors and walls separating the
Demised Premises from any adjoining premises shall be party structures
and shall be used and repaired and maintained as such
4.14 No liability for injury etc
The Landlord shall not be responsible to the Tenant or its servants or
visitors for any injury death damage destruction caused by natural or
consequential loss whether to person property or goods due directly or
indirectly to any act neglect or default of any other tenant or
permitted occupier for the time being of the Science Park or to the
condition of the Demised Premises or any of its appurtenances
4.15 Powers of Landlord's Managing Agents
26
The obligations of the Tenant under this Lease shall be enforceable in
case of default as well by the Landlord's Managing Agents in their own
name as by the Landlord
4.16 No compensation
If the Lease hereby granted is within Part II of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ then subject to the provisions of sub-clause (2) of
Section 38 of that Act the Tenant shall not be entitled on quitting the
Demised Premises to any compensation under Section 37 of the same Act
or under any corresponding provision in any Act or under any
corresponding provision in any Act amending or replacing the same
4.17 Tenant's right to break
4.17.1 The Tenant may (subject to the provisions of this clause)
determine this lease as at 24/th/ December 2009 (the "Break
Date").
4.17.2 The Tenant shall give the Landlord written notice of its
intention to determine at least thirteen months before the
Break Date.
4.17.3 If the Tenant duly serves a notice under this clause it shall
procure that vacant possession of the Demised Premises will be
available on the Break Date free of occupation by and of any
estate or interest vested in the Tenant or any third party and
this lease shall not determine as a result of any notice
served by the Tenant if it is in material breach of any of its
covenants contained in this lease (including those contained
in this clause) at the Break Date except to the extent if at
all the Landlord in its absolute discretion waives compliance
with any of them.
4.17.4 If a notice is duly served and the requirements of paragraph
4.17.3 of this clause are first satisfied this lease shall
determine on the Break Date without prejudice to:
(A) any rights or remedies which may have accrued to
either party in respect of any breach of any of the
covenants or obligations contained in it including
obligations under this clause which shall continue to
bind the parties; and
(B) the continuing obligation of the parties to account
to one another on demand for any payment or allowance
apportioned up to the date of determination as soon
as reasonably possible thereafter.
4.17.5 Time is of the essence of all dates and periods referred to in
this clause.
4.18 Freedom to deal with Science Park
27
The Landlord may at any time or times hereafter convey demise or
otherwise deal with all or any of the Science Park (as defined in the
First Schedule hereto) free from all or any of the covenants and
conditions herein contained or subject to any other covenants
conditions or otherwise as the Landlord thinks fit
4.19 Overriding lease
If, during the Term, the Landlord grants a tenancy of the reversion
immediately expectant on the determination of this lease, whether
pursuant to section 19 Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇ or
otherwise, any obligation of the Tenant to obtain the consent of the
Landlord under this lease to any dealing shall be deemed to include a
further obligation also to obtain the consent of the lessor under such
tenancy to such a dealing.
4.20 Application of Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇
This lease is a new tenancy for the purposes of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇.
4.21 Stamp duty certificate
It is hereby certified that there is no agreement for lease to which
this lease gives effect.
5. INTERPRETATION
In this lease:
5.1 The singular includes the plural and vice versa and one gender includes
both other genders.
5.2 Where a party comprises more than one person, obligations of that party
take effect as joint and several obligations.
5.3 An obligation by the Tenant not to do (or omit) any act or thing also
operates as an obligation not to permit or suffer it to be done (or
omitted) and to prevent (or as the case may be) to require it being
done.
5.4 References to:
(A) any clause or schedule are reference to the relevant clause or
schedule of this lease and any reference to a sub-clause or
paragraph is a reference to that sub-clause or paragraph of
the clause or schedule in which the reference appears and
headings shall not affect the construction of this lease;
(B) any right of (or obligation to permit) the Landlord to enter
the Demised Premises
28
shall also be construed as entitling the Landlord to remain on
the Demised Premises, with or without equipment, and
permitting such right to be exercised by all persons
authorised by the Landlord;
(C) any consent or approval of the Landlord, or words to similar
effect mean a consent in writing signed by or on behalf of the
Landlord and given before the act requiring consent or
approval;
(D) the Demised Premises (except in clause 2.11) extend, where the
context permits, to any part of the Premises;
(E) a specific Enactment include every statutory modification,
consolidation and re-enactment and statutory extension of it
for the time being in force, except in relation to the Town
and Country Planning (Use Classes) Order 1987, which shall be
interpreted exclusively by reference to the original
provisions of Statutory Instrument 1987 No 764 whether or not
it may have been revoked or modified;
(F) the last year of the Term includes the final year of the Term
if this lease determines otherwise than by passing of time and
references to the expiry of the Term include that type of
determination;
(G) rents or other sums being due from the Tenant to the Landlord
mean that they are exclusive of any VAT.
IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below
29
THE FIRST SCHEDULE
hereinbefore referred to
(Description of the Demised Premises)
ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B2 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and the ceilings of the unit
and the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached
TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:
(i) with or without vehicles to pass and ▇▇▇▇▇▇ to and from the Demised
Premises or any part thereof and the public highway over and along such
roads as may from time to time during the Term be constructed upon the
Science Park but not at any time to park thereon and on foot to pass
and ▇▇▇▇▇▇ to and from the Demised Premises or any part thereof from
such roads
(ii) upon reasonable notice being given to the Landlord to enter upon the
adjoining or neighbouring property of the Landlord where the same is
necessary for the purpose of complying with its covenants hereunder
making good all damage occasioned thereby
(iii) the free and uninterrupted passage and running of water soil
electricity gas and telephone and other services to and from the
Demised Premises through the sewers drains watercourses conduits pipes
wires and cables which are now or may hereafter during the Term be in
under or over the Demised Premises or the Science Park and connecting
with the main water drainage electricity and sewage systems serving the
Science Park PROVIDED ALWAYS that no liability shall fall upon the
Landlord for any damage to the Tenant if there shall be any
interruption or obstruction to the roads or service areas or to the
said systems caused by accident flood tempest frost breakdown of any
machinery acts of the Queen's forces or of the Queen's enemies riot
civil commotion operation of aircraft hostile or friendly or force
majeure or act of God or by any restrictions or regulations of Her
Majesty's Government or any strike or work to rule or lockout of
workmen whether in the employment of the Landlord or not or any other
circumstances
30
or occurrence beyond the Landlord's control
(iv) the right to use any refuse disposal receptacles provided by the
Landlord
(v) the exclusive right to use the six car parking spaces coloured blue on
Plan A
31
MAP
32
(vi) the right of support and protection for the benefit of the Demised
Premises as is now enjoyed from the other units and other parts of the
Science Park
(vii) for the Tenant its servants and employees to use such of the
recreational areas and facilities forming part of the Science Park as
are available and suitable for use without obligation on the part of
the Landlord to provide the same on such terms and in accordance with
such regulations as the Landlord may from time to time prescribe
EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:
(i) to build upon and use any land adjoining or near to the Demised
Premises and to rebuild or alter any of the adjoining or neighbouring
buildings including the right to build on or into the walls of the
Demised Premises according to such plans whether as to height extent or
otherwise and in such manner as shall be approved by the Landlord or
its Surveyors notwithstanding any interference thereby occasioned to
the access of light or air to the Demised Premises which light and air
shall be deemed to be enjoyed by licence only Provided always that the
Demised Premises shall not be rendered unsuitable for the user
permitted under the provisions of this Lease
(ii) the free and uninterrupted passage and running of water soil
electricity gas and telephone services from and to other parts of the
Science Park through the sewers gutters drains channels watercourses
pipes conduits cables and wires which are now or may hereafter during
the term hereby granted be in under or over the Demised Premises
together with full liberty and power at all times (but on reasonable
notice except in case of emergency) for the Landlord with or without or
others together where necessary with appliances to enter upon the
Demised Premises to inspect maintain repair cleanse amend re-route
relay replace or renew the said services and the Demised Premises and
to install any additional services for the benefit of the Demised
Premises or the other buildings on the Science Park but causing as
little interference as possible with the operation of the Tenant
carried on by it on the Demised Premises doing no unnecessary damage by
the exercise of this right and forthwith making good any damage to the
Demised Premises thereby occasioned
(iii) the right of support and protection for the benefit of the other units
and all other parts of the Science Park as is now enjoyed or as will be
hereafter enjoyed from the Demised Premises
(iv) the right of entry for the Landlord or the Landlord's Managing Agents
or others so authorised by them for the purposes of complying with any
of the Landlord's obligations hereunder or for the repair maintenance
or alteration of any adjoining premises of the Landlord
33
(v) the right for the Landlord and its tenants of other parts of the
Science Park to pass on foot only through the Demised Premises for the
purpose (in case of emergency only) of gaining access to any fire
escapes situate within the building of which the Demised Premises form
part
34
THE SECOND SCHEDULE hereto
(Landlord's fixtures and fittings)
1. MECHANICAL EQUIPMENT QUANTITY
1.1 Stelrad Ideal Elan wall bung balanced flue gas boiler
with terminal guard No. 1 complete
1.2 Brefco fill and expansion unit comprising 12 litre
vessel, filling valve, safety valve, pressure gauge and
flexible quick fit hose connection No. 1 complete
1.3 Grundfoss U P 15 60 water pump No. 1
1.4 Gas solenoid shut off valve wired to thermal link
over boiler and electric knock off button No. 1 complete
1.5 Honeywell frost thermostat No. 1
1.6 Sangamo time clock No. 1
1.7 Radiator Stelrad Accord Complete with HERTZ
thermostatic regulating valves No. 11 complete
No thermostatic regulating valves with a
BALLOFIX regulating valve at the end of each run No. 2 complete
1.8 ▇▇▇▇▇▇▇ DFE 70 wall mounted electric water heater No. 1
2. ELECTRICAL
2.1 Thorn PP40/6/5 light fitting No. 1
2.2 Surelux light fitting 1200 x 600 LUX 14LL 3436 No. 21
2.3
2.4 Surelux light fitting 600 x 600 Recessed LAX 1455
4218 No. 1
2.5
2.6 Surelux light fitting 300 x 150 Emergency Light
8w recessed No. 1
35
2.7 MR Light up-lighter type 1339 No. 1
2.8 MK 711 ▇▇▇▇▇▇ point and light No. 1
2.9 Power Link sockets and trunking No. 46 complete
2.10 CHANNEL SAFETY SYSTEM LTD 2 Zone CH2
Fire Alarm Panel complete with Bezzell Plate, Bells
and Break Glass No. 1
2.11 Surelux Canopy lights No. 2
2.12 Surelux 300 x 300 recessed lamps complete with
SAS 2 louvres No. 3
2.13 ▇▇▇▇▇▇ ▇▇▇▇▇ LTD Elect Distribution Board No. 1 complete
2.14 ROOF UNITS LTD model SDX Euro Flo extract
fan and controller (kitchen) No. 1 complete
2.15 ROOF UNITS LTD model "G" series twin extract
fan and controller (toilet) No. 1 complete
3. FITTINGS
3.1 Twyford "GALERIE" WC Bowl and Cistern No. 2
3.2 Twyford "GALERIE' wash hand basin and taps No. 1
3.3 Twyford "SOLA" wash hand basin and taps
(disabled toilet) No. 1
3.4 Twyford Coat Hooks No. 2
3.5 Twyford toilet roll holders No. 2
3.6 Mirror and Plate glass 500 x 1100 No. 1
3.7 Mirror and Plate glass 400 x 1100 No. 1
3.8 Twyford support rails (disabled toilet) No. 1
3.9 Southway mini kitchen - ▇▇▇ ▇▇▇ ▇▇▇ ▇▇. ▇
36
3.10 All ironmongery to doors by ALLGOODS Complete
3.11 ▇▇▇▇▇▇▇▇▇ "CORTEGA" suspended ceiling mineral fibreboard tiles
600 x 600 x 15 mm et on ▇▇▇▇▇▇▇▇▇ "MICROLOOK" 15 exposed grid
suspension system, colour white. Ground floor only. Complete
3.12 Pendock Maxi Profile encasement of soil vent pipe
(kitchen) and stub stack (disabled toilet) No. 2
37
THE THIRD SCHEDULE
(Services)
The Maintenance Charge shall include the following:
1. The cost of inspecting repairing maintaining renewing replacing
cleansing and keeping clean and tidy
1.1 any drains sewers or other services serving the Demised Premises or any
other buildings on the Science Park but excluding those within the
Demised Premises and exclusively serving the same
1.2 the fences walls gates and other boundary structures
1.3 the car park spaces
2. The cost of inspecting and maintaining the landscaped areas and ▇▇▇▇▇▇
on the Science Park
3. Without prejudice to paragraphs (1) and (2) of this Schedule the cost
of insurance repair maintenance rebuilding renewing making lighting
cleansing and decoration of any parts of the Science Park which in the
Landlord's or the Landlord's Managing Agents' opinion benefit more than
one tenant but are not the specific responsibility of any one tenant
4. The payment by the Landlord of any rates water rates or other outgoings
which in the Landlord's or the Landlord's Managing Agents' reasonable
opinion benefit the Science Park or any part thereof and which do not
fall to be paid by any other tenant on the Science Park or by the
Landlord in respect of any unoccupied premises available for letting on
the Science Park
5. The employment of any staff (being reasonable in number) to perform
duties on the Science Park including periodical payments in respect of
National Health and Insurance Payments or similar or ancillary payments
required by statute to be made by the Landlord in respect of any such
staff and any reasonable benefits paid by the Landlord to any such
staff as a condition of employment
6. The carrying out of all works on the Science Park which are not the
specific responsibility of any one tenant and which shall be reasonably
necessary to comply with the doing of anything which the Landlord or
the Landlord's Managing Agents consider necessary or prudent to comply
with or to contest the incidence of any requirements under the ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ the Offices Shops and Railway Premises Act 1963 the Fire
Precautions ▇▇▇ ▇▇▇▇ the Town and Country Planning Acts 1971 to 1990
and the Health and Safety at Work ▇▇▇ ▇▇▇▇ and in any other legislation
or order or instrument deriving validity from
38
any of them and any Act or Acts for the time being in force amending or
replacing the same and any future legislation or order or instrument as
aforesaid of the like nature or effect
7. The provision repair maintenance and updating of sign boards for the
Science Park (excluding "to let" or "for sale" signs)
8. The payment of management and other professional fees and expenses
reasonably incurred by the Landlord from time to time by virtue of or
in relation to any matter provided for in this Lease and the employment
of any accountant solicitor surveyor or other professional person for
any purpose connected with the management of the Science Park and the
cost of a professional valuation (not more than once in any period of
twelve months) of the Science Park for insurance purposes
9. The enforcement of any regulations relating to the use of the Science
Park or any part thereof and the preparation and enforcement of any
other regulations which may be made by the Landlord or the Landlord's
Managing Agents to amend replace or extend the same
10. The provision repair maintenance and replacement of such vehicles
equipment plant tools and materials as the Landlord or the Landlord's
Managing Agents may reasonably consider necessary for the provision of
services or the repair improvement and maintenance of the Science Park
11. The provision maintenance and renewal of such other services facilities
or amenities or the carrying out of such works to the Science Park and
its appurtenances and the effecting of such insurances in respect of
third party and property owners' risks and otherwise as the Landlord or
the Landlord's Managing Agents shall from time to time reasonably
consider necessary or desirable for the use enjoyment or benefit of the
Tenant jointly with other tenants on the Science Park
12. (To the extent actually utilised by the Tenant) the cost of provision
of any refuse service and of providing and renewing any rubbish bins
and the periodical refuse collection charged to or undertaken by the
Landlord
13. The current rental value (if the premises hereinafter mentioned were
available for letting) from time to time (as certified by the
Landlord's surveyor or valuer by reference to other rentals payable for
units on the Science Park whose certificate shall be final and binding
upon the parties hereto) of premises on the Science Park provided for
use by the Landlord for the general management by the Landlord of the
Science Park and of premises for reception facilities or for any other
facility made available by the Landlord for the mutual use and benefit
of the Tenant and other tenants on the Science Park together with the
cost of heating and lighting all such premises whether or not the
Tenant shall make use of such facilities
39
14. The cost of borrowing any monies required to pay the cost of carrying
out the Landlord's obligations under this Lease
15. The sum or sums which the Landlord shall from time to time pay by way
of premium (including any increased premium payable by reason of any
act or omission of the Tenant) for keeping the Demised Premises insured
in accordance with the Landlord's obligation in that behalf contained
in Clause 3.2 hereof
40
THE FOURTH SCHEDULE
(Rent and rent review)
1. In this schedule the following expressions have the respective
specified meanings:
1.1 "Current Rent" means the amount of the yearly rent first reserved by
this lease payable immediately before the relevant Review Date;
1.2 "Review Date" means each of:
1.2.1 25/th/ December in the years 2001, 2004 and 2007; and (if
applicable)
1.2.2 any date so stipulated by virtue of paragraph 6;
1.3 "Review Rent" means the yearly market rack rental value which might
reasonably be expected to be payable, following the expiry of any
period at the beginning of the term which might be negotiated in the
open market for the purposes of fitting out, during which no rent, or a
concessionary rent, is payable (and on the assumption that the lessee
has had the benefit of such rent free or concessionary rent period), if
the Demised Premises had been let in the open market by a willing
lessor to a willing lessee with vacant possession, on the relevant
Review Date, without fine or premium, for a term of ten years computed
from the relevant Review Date, and otherwise upon the provisions (save
as to the amount of the rent first reserved by this lease but including
the provisions for rent review at three-yearly intervals) contained in
this lease and on the assumption if not a fact that the said provisions
have been fully complied with and on the further assumptions that:
1.3.1 the Permitted Use and the Demised Premises comply with
Planning Law and every other Enactment and that the lessee may
lawfully implement and carry on the Permitted Use;
1.3.2 the Demised Premises have been fitted out and are fit for
immediate occupation and operation of the Permitted Use;
1.3.3 no work has been carried out to the Demised Premises which has
diminished their rental value;
1.3.4 in case the Demised Premises or the Science Park or any part
of it has been destroyed or damaged they have been fully
restored,
but disregarding any effect on rent of:
(i) the fact that the Tenant or any underlessee or other occupier
or their respective
41
predecessors in title has been or is in occupation of the
Demised Premises;
(ii) any goodwill attached to the Demised Premises by the carrying
on in them of the business of the Tenant or any underlessee or
their respective predecessors in title or other occupier; and
(iii) (without prejudice to paragraphs 1.3.2 and 1.3.3) any works
carried out to the Demised Premises during the Term by the
Tenant or any permitted underlessee, in either case at its own
expense in pursuance of a licence granted by the Landlord and
otherwise than in pursuance of any obligation to the Landlord
and any other works carried out at the Demised Premises by the
Tenant under any previous tenancy whether or not so licensed
by the Landlord.
1.4 "Review Surveyor" means an independent chartered surveyor appointed
pursuant to paragraph 4.1 and if he is to be nominated by or on behalf
of the President of the Royal Institution of Chartered Surveyors, the
President shall be requested to nominate an independent chartered
surveyor having not less than ten years practice next before the date
of his appointment and recent substantial experience in the letting and
valuation of premises of a similar character and quality to those of
the Demised Premises and who is a partner or director of a firm or
company of surveyors having appropriate market and valuation knowledge
of such premises.
2. The yearly rent first reserved and payable under this lease for each
year of the Term until the first Review Date is as follows:
(a) for the period commencing on 25/th/ December 1998 and expiring
on 24/th/ December 1999 the sum of Nineteen Thousand Seven
Hundred and Twenty Six Pounds ((pound)19,726); and
(b) for the period commencing on 25/th/ December 1999 until the
first Review Date the sum of Twenty-one Thousand Nine Hundred
and Fifty Pounds ((pound)21,950).
3. The yearly rent first reserved and payable from each Review Date until
the next following Review Date or (in the case of the period commencing
on the last Review Date during the Term) until the expiry of the Term
shall be the higher of:
3.1 the Current Rent; and
3.2 the Review Rent.
4. If the Landlord and the Tenant shall not have agreed the Review Rent by
the date three months before the relevant Review Date it shall (without
prejudice to the ability of the Landlord and the Tenant to agree it at
any time) be assessed as follows:
42
4.1 the Review Surveyor shall (in the case of agreement about his
appointment) be appointed by the Landlord or the Tenant to assess the
Review Rent or (in the absence of agreement at any time about his
appointment) be nominated to assess the Review Rent by or on behalf of
the President for the time being of The Royal Institution of Chartered
Surveyors on the application of the Landlord or the Tenant;
4.2 the Review Surveyor shall act as an arbitrator and the arbitration
shall be conducted in accordance with the Arbitration ▇▇▇ ▇▇▇▇; and
shall be required:
4.2.1 to give written notice to the Landlord and the Tenant inviting
each of them to submit to him within such time limits as he
shall reasonably stipulate a proposal for the Review Rent
supported by any or all of:
(A) a statement of reasons;
(B) a professional rental valuation;
(C) information in respect of any other matters they
consider relevant; and (separately and later)
(D) submissions in respect of each other's statement of
reasons, valuation and other matters; and
4.2.2 upon written request from the Landlord or the Tenant to assess
the Review Rent with a hearing and not solely upon the written
submissions and other matters referred to at paragraph 4.2.1
of this schedule 4; and
4.2.3 to give written notice to the Landlord and the Tenant if he
shall appoint a Solicitor or Counsel or expert to advise and
assist him on points of law and/or procedure and/or evidence
which notice shall include the name of the Solicitor or
Counsel or expert and details of their anticipated fees and
expenses and the Landlord or the Tenant shall notify the
Review Surveyor within a reasonable period if there is any
objection to such appointment or the level of such fees or
expenses and the Review Surveyor shall give reasonable
consideration to such representations.
4.3 if the Review Surveyor refuses to act, or is or becomes incapable of
acting or dies, the Landlord or the Tenant may apply to the President
for the appointment of another Review Surveyor.
5. If the Review Rent has not been agreed or assessed by the relevant
Review Date the Tenant shall:
5.1 continue to pay the Current Rent on account; and
5.2 pay the Landlord, within seven days after the agreement or assessment
of the Review
43
Rent, any amount by which the Review Rent for the period commencing on
the relevant Review Date and ending on the quarter day following the
date of payment exceeds the Current Rent paid on account for the same
period, plus interest (but calculated at 2% per annum above the Midland
Bank Plc base lending rate then in force) for each instalment of rent
due on and after the relevant Review Date on the difference between
what would have been paid on that rent day had the Review Rent been
fixed and the amount paid on account (the interest being payable from
the date on which the instalment was due up to the date of payment of
the shortfall).
6. If any Enactment restricts the right to review rent or to recover an
increase in rent otherwise payable then, when the restriction is
released, the Landlord may, at any time within six months after the
date of release, give to the Tenant not less than one month's notice
requiring an additional rent review as at the next following quarter
day which shall for the purposes of this lease be a Review Date.
7. As soon as possible after any increase in rent is agreed or determined
pursuant to this Fourth Schedule, a memorandum recording the increase
shall be signed on behalf of the Landlord and the Tenant respectively
and exchanged between them.
44
THE FIFTH SCHEDULE
(Covenants etc.)
All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.
45
SIXTH SCHEDULE
(Authorised Guarantee Agreement)
The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:
1.1 the rent reserved by the Lease (whether or not ascertained as to
amount) and other sums payable by the Assignee shall be duly paid and
that all the tenant's obligations contained in the Lease shall be
performed and observed as required by the Lease and that if there is
any breach of the tenant's obligations the Assignor shall comply with
the obligations in respect of which the Assignee shall be in default
and shall on demand pay to the Landlord an amount equivalent to the
rents or other sums not paid and/or any loss damage costs charges
expenses or any other liability incurred or suffered by the Landlord as
a result of the breach and shall otherwise indemnify and hold harmless
the Landlord against all actions claims costs damages demands expenses
losses and proceedings arising from or incurred by the Landlord as a
result of such non-compliance;
1.2 if any liquidator or other person having power to do so disclaims the
Lease and if the Landlord by written notice served within three months
after the date of disclaimer (the "Relevant Trigger Event") requires
the Assignor to accept a lease of the Premises (for a term computed
from the date of the Relevant Trigger Event to the dat on which the
Term (as defined in the Lease) would have expired by effluxion of time
and at the same rents and subject to the same covenants conditions and
provisions as are reserved by and contained in the Lease immediately
before the Relevant Trigger Event and with coincidental rent review
dates (as defined in the Lease) (the said new lease to take effect as
from the date of the Relevant Trigger Event) the Assignor shall
forthwith accept such lease accordingly and execute and deliver to the
Landlord a counterpart of it and indemnify the Landlord on demand
against the costs incurred on the grant of the new lease;
1.3 without prejudice to the rights o the Landlord against the Assignee the
Assignor shall be a principal debtor in respect of its obligations
under this clause and not merely a surety and accordingly the
Assignor's liability shall not be discharged by any act or thing by
which it would not have been discharged if the Assignor had been a
principal debtor;
1.4 the Assignor shall pay all charges (on a fully indemnity basis)
reasonably incurred by the Landlord in enforcing the Assignor's
obligations under this deed.
2. The Landlord agrees with the Assignor that it will notify the Assignor
in writing within ten working days of receiving notice that the Lease
is no longer vested in the Assignee.
46
THE COMMON SEAL of SUN LIFE )
PENSIONS MANAGEMENT LIMITED )
was hereunto affixed in the presence of: )
Director
Director/Secretary
47
DATED 23/RD/ AUGUST 1999
--------------------------------------------------------------------------------
SUN LIFE PENSIONS MANAGEMENT LIMITED
and
CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED
________________________________________________________________________________
LEASE
of
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
________________________________________________________________________________
NOTE: This Lease is a new tenancy for the purposes of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇▇-▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇-▇▇▇ ▇▇▇▇
Ref: 2065/2174/30794054
1
THIS LEASE is made the 23/rd/ day of August 1999
BETWEEN:
(1) SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (hereinafter
called the "Landlord") and
(2) CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇ (hereinafter called the "Tenant")
WITNESSETH as follows:
1. The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
particularly described in the First Schedule hereto together with the
Landlord's fixtures and fittings therein set out in the Second Schedule
hereto (all which premises are hereinafter referred to as the "Demised
Premises") TO HOLD the same unto the Tenant for the term of twelve
years subject to the provisions for earlier determination in Clause
4.17 from and including 25/th/ December 1998 (the "Term") PAYING
THEREFOR:
FIRSTLY, yearly and proportionately for any part of a year, the rent
specified in the Fourth Schedule, by equal quarterly payments in
advance on the usual quarter days in every year, the first such payment
or a proportionate part of it (being a proportionate part of the rent
specified in paragraph 2 of the Fourth Schedule from the date hereof to
the first anniversary of the date from which the Term is calculated,
after deduction of the quarterly installments of such yearly rent
payable on the intervening usual quarter days) to be made on the date
hereof:
SECONDLY on demand by way of additional rent (and the Landlord's
remedies for recovering rent in arrears shall apply hereto) a sum
representing interest at the rate of four pounds per centum per annum
above the Midland Bank Plc base lending rate in force at the date the
rent falls due upon any payment of rent outstanding and unpaid upon the
date when the payment of rent fell due and upon any other sum or sums
of money payable under the terms of this Lease by the Tenant to the
Landlord which shall remain unpaid the interest to be charged from the
date upon which the payment of rent fell due or the said sum or sums
was or were (as the case may be) demanded in writing throughout the
entire period during which the payment of rent or other sum or sums
remain outstanding or unpaid Provided always that this Clause shall not
prejudice in any way the Landlord's right of re-entry contained in
Clause 4.1 hereof
THIRDLY as additional rent a proportionate part (hereinafter called
"the service rent") of the Maintenance Charge (which expression in this
Lease shall mean the aggregate in any one year of the costs expenses
provisions liabilities and payments properly incurred or
2
otherwise provided for by the Landlord in relation to the matters set
forth in the Third Schedule hereto) being subject to the following
terms and provisions:
1.1 the amount of the service rent shall be ascertained and
certified annually by a certificate (hereinafter called "the
certificate") signed by the Landlord or its Managing Agents
(which expression in this Lease shall mean the Agents (if any)
nominated by the Landlord and for the time being thereunder
duly authorised by the Landlord and includes their sub-agents
to whom if requested by the Landlord in writing all
communications intended for the Landlord shall be addressed)
so soon after the end of the Landlord's financial year as may
as practicable and shall relate to such year in manner
hereinafter mentioned
1.2 the expression "the Landlord's financial year" shall mean the
period from the First day of April to the Thirty-first day of
March or such other annual period as the Landlord may in its
discretion from time to time determine
1.3 a copy of the certificate for each such financial year shall
be supplied by the Landlord to the Tenant on written request
and without charge to the Tenant
1.4 the certificate shall contain a fair and accurate summary of
the Landlord's said expenses and outgoings incurred by the
Landlord during the Landlord's financial year to which it
relates and the certificate (or a copy thereof duly certified
by the person by whom the same was given) shall be conclusive
evidence for the purposes hereof of the matters which it
purports to certify save in case of manifest error or
mis-statement
1.5 the annual amount of the service rent payable by the Tenant as
aforesaid shall be:
(A) a percentage of the Maintenance Charge which
is calculated by comparing the gross
internal floor area of the Demised Premises
with the total gross internal floor area of
all premises (including the Demised
Premises) let or available for letting
(including any premises the freehold of
which has been sold by the Landlord but
subject to the payment to the Landlord of a
service charge contribution) from time to
time on the Science Park (as defined in the
First Schedule) and the determination of
such percentage by the Landlord or its
Managing Agent shall be final
(B) together with the whole of the insurance
charge set forth in Paragraph 15 of the
Third Schedule
1.6 on the usual quarter days in each year during the Term the
Tenant shall pay to the Landlord such a sum (hereinafter
referred to as "advance payment") in advance and on account of
the service rent for the Landlord's financial year then
current as
3
the Landlord or its Managing Agents shall from time to time
specify to be fair and reasonable
1.7 within a reasonable period after the end of each Landlord's
financial year the Landlord shall furnish to the Tenant an
account of the service rent payable by the Tenant for that
year due credit being given therein for the advance payments
made by the Tenant in respect of the said year and upon the
furnishing of such account there shall be paid by the Tenant
to the Landlord the service rent or any balance found payable
or there shall be allowed or (after the expiry of the Term)
repaid by the Landlord to the Tenant any amount which may have
been overpaid by the Tenant by way of advance payment as the
case may require PROVIDED ALWAYS that the provisions of this
sub-clause shall continue to apply notwithstanding the
expiration or sooner determination of the Term but only in
respect of the period down to such expiration or sooner
determination as aforesaid
1.8 it is hereby agreed and declared that the Landlord shall not
be entitled to re-enter under the provision in that behalf
hereinafter contained by reason only of the non payment by the
Tenant of any advance payment as aforesaid prior to the issue
of the certificate for the preceding financial year but
nothing in this Clause or this Lease contained shall disable
the Landlord from maintaining an action against the Tenant in
respect of non payment of any such advance payment
notwithstanding that the certificate had not been issued at
the time of the proceedings subject nevertheless to proof in
such proceedings by the Landlord that the advance payment
demanded and unpaid is of a fair and reasonable amount having
regard to the prospective service rent ultimately payable by
the Tenant.
2. THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:
2.1 To pay Rent
To pay the rents hereby reserved and made payable on the days and in
manner aforesaid without any deductions or set off and (unless the
Landlord agrees otherwise) to pay the rent first reserved (together
with any VAT on it) by Banker's standing order.
2.2 To pay Outgoings
2.2.1 From time to time and at all times throughout the
Term to pay and discharge all existing and future
rates taxes duties charges community charges and
assessments surcharges impositions and outgoings
whatsoever whether parliamentary local or of any
other description which now are or may at any time
during the Term be assessed imposed or charged upon
or payable in respect of the Demised Premises or any
part thereof or upon the owner or occupier in respect
thereof or payable by either in respect thereof
4
and whether of national or local and whether of a
capital or revenue nature and even though of a wholly
novel character provided that the Tenant shall not in
any event be liable for any payments as shall be
occasioned by any development disposition of or
dealing with the ownership of any estate or interest
expectant in reversion on the determination of the
Term or subject to Clause 4.6 hereof upon the rents
received by the Landlord
2.2.2 To pay all charges for water, gas and electricity
(including meter rents) consumed in the Demised
Premises during the Term.
2.2.3 To keep the Demised Premises in rateable occupation
during the last three months of the Term or such
longer period as The Secretary of State may specify
as "the standard period" for the purpose of Section
42 of the Local Government Planning and Land ▇▇▇ ▇▇▇▇
2.2.4 Immediately and in any case within seven days of
receipt of any proposal by the Valuation Officer or
Rating Authority respecting the rating assessment of
the Demised Premises to give notice thereof to the
Landlord and not to agree to any such proposal
without the Landlord's written consent (such consent
not to be unreasonably withheld or delayed)
2.3 To repair and keep clean and tidy
2.3.1 Subject to always to the proviso hereinafter
appearing well and substantially to repair cleanse
maintain and keep in good and substantial repair and
condition the Demised Premises and without prejudice
to the generality of the foregoing well and
substantially to repair and keep in repair and
maintain all party walls (jointly with tenants of
adjoining premises) and all fencing and boundary
walls lighting heating and ventilation and drainage
systems plate glazing water gas and other
installations fire fighting equipment and all other
machinery and Landlord's fixtures and fittings in the
Demised Premises and exclusively serving the same and
all sewers drains channels watercourses gutters
rainwater and soil pipes and cables and supply lines
exclusively serving the same (damage by any of the
insured risks save where the insurance moneys shall
be irrecoverable in consequence of any act or default
of the Tenant or its agents licensees servants or
invitees or damage to the Tenant's trade fixtures
fittings and stock (if any) only excepted)
2.3.2 To keep the Demised Premises maintained to a good
standard of decorative order and properly clean and,
as often as necessary and at least once in every
third year as to the exterior of the Demised Premises
and once in every fifth year as to the interior of
the Demised Premises and also in the last year of the
Term (but not twice in any period of 18 months), to
5
redecorate and treat the Demised Premises with
appropriate materials in a good and workmanlike
manner (and during the last year of the Term in a
colour scheme and with materials approved by the
Landlord).
2.3.3 Without prejudice to the generality of the foregoing
to clean all glazing (both inside and outside and
including frames) in the Demised Premises as often as
shall reasonably be necessary but not less than once
in every three months
2.3.4 To clean the brickwork cladding and other finishes in
a workmanlike manner as often as shall reasonably be
considered necessary by the Landlord
2.3.5 Immediately preceding the determination of the Term
(howsoever determined) to thoroughly clean and scour
the external and internal parts of the Demised
Premises and leave the same clean and secure in every
respect on the last day of the Term
2.3.6 To make good all damage caused to the Demised
Premises and all other parts of the Science Park (as
defined in the First Schedule hereto) by the Tenant
its servants agents or licensees or caused in the
furtherance of theft and within one month (or within
twenty-four hours in case of emergency) after service
upon the Tenant by the Landlord of a notice in
writing specifying any repairs for which the Tenant
is responsible and necessary to be done to commence
and thereafter proceed diligently to complete the
execution of such repairs and if the Tenant shall
fail to do so the Landlord may execute such repairs
and the cost thereof shall be a debt due from the
Tenant to the Landlord and be forthwith recoverable
by action and the Landlord's remedies for recovering
rent in arrears shall apply hereto
2.3.7 To pay to the Landlord forthwith upon written demand
(and the Landlord's remedies for recovering rent in
arrears shall apply hereto) the reasonable cost to
the Landlord of inspecting repairing maintaining
renewing replacing any party walls separating the
Demised Premises from any adjoining premises in case
of failure by the Tenant to comply with its
obligations under Clause 2.3.1. of this Lease
2.3.8 To take all steps necessary to prevent the freezing
of water pipes in the Demised Premises.
PROVIDED ALWAYS that the Tenant shall not be liable hereunder
for latent or inherent defects in the Demised Premises.
2.4 Landlords discretion as to painting and repairs and of making
regulations
6
To abide by the decision of the Landlord or the Landlord's Managing
Agents as to whether and the time and manner in which any work ought to
be done pursuant to the covenants in sub-clause 2.3. of this Clause and
to comply with their reasonable directions in that behalf and as to the
mode of bringing telephone communication wires into the Demised
Premises and to abide by all reasonable regulations from time to time
in force (written details of which shall have first been given to the
Tenant) relating to the use of any parts of the Science Park which the
Tenant is entitled to use but which are not included in the Demised
Premises the Landlord being entitled to make and from time to time
amend any such regulations as it shall at its discretion think
appropriate for the preservation of the quality and character of the
Science Park and the amenities thereof and the wellbeing of its
occupants (including but without limiting the generality of the
foregoing regulations restricting the use of the Science Park but not
the Demised Premises for such periods as the Landlord shall deem
reasonably necessary or expedient in the interests of safety expedition
of repairs or decorations or otherwise)
2.5 Restriction on effluent and rubbish
2.5.1 Not to discharge into the drains of the Landlord any
effluent other than storm water or into the sewers of
the Landlord any effluent other than sewerage water
and soil otherwise than as authorised by licence
issued by Anglian Water Plc or Geodesys Limited or
other drainage authority for the time being having
jurisdiction in relation to the Science Park and
strictly in compliance with all conditions
regulations and requirements attaching to such
licence PROVIDED THAT the Tenant shall at all times
indemnify the Landlord in relation to any liability
for contamination or other costs, claims or damage
whatsoever or howsoever arising from and directly
attributable to such discharge and not to wash down
vehicles of any type on any part of the Science Park
2.5.2 To supply the Landlord within 7 days of a request
therefor a copy of any licence obtained by the Tenant
pursuant to Sub-Clause 2.5.1. above.
2.5.3 Not to form any refuse dump or rubbish or scrap heap
on the Demised Premises or in any yard passageway
staircase or balcony adjacent thereto but to remove
as frequently as reasonably necessary all refuse
rubbish and scrap and all used tins cans boxes and
other containers which may have accumulated on the
Demised Premises and to use the refuse disposal
receptacles (if any) provided by the Landlord and to
keep the Demised Premises generally free from weeds
deposit of materials or refuse and clean and tidy and
not to bring or keep or suffer to be brought or kept
upon the Demised Premises or on any part of the
Science Park anything which is or may become untidy
unclean unsightly or in any way detrimental to the
amenity of the neighbourhood and within two working
days to comply with the requirements of any written
notice from the Landlord to restore
7
any amenity injured as aforesaid and in the event of
the Tenant failing to comply with such notice the
Landlord shall be entitled to enter upon the Demised
Premises or elsewhere on the Science Park and carry
out any works necessary to comply with such notice
and to recover the reasonable cost thereof from the
Tenant which shall at the option of the Landlord be
recoverable from the Tenant as rent in arrear
2.6 To permit entry for inspection
2.6.1 To permit the Landlord or the Landlord's Managing
Agents or such workmen as may be authorised in
writing by them respectively at all reasonable times
within forty-eight hours of notice in writing from
the Landlord to the Tenant (except in case of
emergency when no notice shall be required) to enter
the Demised Premises and take a plan and examine the
state of repair and condition of the same and to keep
inventories of the fixtures and things to be
surrendered at the expiry of this Lease and within
one calendar month or sooner if requisite after
notice in writing to the Tenant of all defects and
wants of reparation for which the Tenant is liable
under the covenants on his part herein contained
found on such examination shall have been given or
left at the Demised Premises to proceed diligently to
repair and make good the same according to such
notice and the covenants and conditions and in
accordance with the requirements of the Landlord or
the Landlord's Managing Agents and in case the Tenant
shall make default in so doing within one month of
the service of such notice (or within twenty-four
hours in case of emergency in the opinion of the
Landlord) it shall be lawful for workmen and others
to be employed by the Landlord to enter upon the
Demised Premises and repair and restore the same and
all costs and expenses incurred thereby and Value
Added Tax thereon (including Surveyor's and other
professional fees) shall on demand be paid by the
Tenant to the Landlord and if not so paid shall be
recoverable by the Landlord as rent in arrear
2.6.2 To permit the Landlord or its Agents or workmen at
all reasonable times within forty-eight hours of
notice in writing from the Landlord to the Tenant
(except in case of emergency when no notice shall be
required) to enter upon the Demised Premises for the
purpose of executing repairs additions or alterations
painting and redecoration to or upon any adjoining or
neighbouring premises or for making repairing
renewing or connecting or cleansing any services
belonging to or leading from the same such persons
causing as little inconvenience or interruption to
business as possible and making good to the
reasonable satisfaction of the Tenant all damage to
the Demised Premises thereby occasioned
2.6.3 The Tenant shall indemnify the Landlord from and
against all liability
8
whatsoever including all actions proceedings costs
claims and demands brought or made against the
Landlord under or by virtue of the Defective Premises
▇▇▇ ▇▇▇▇ or any Act or Acts for the time being
amending or replacing the same or any regulations or
orders made thereunder in the event of the Landlord
exercising the right to enter the Demised Premises to
carry out any description of maintenance or repair
thereof under the power contained in sub-clause
2.6.1. of this sub-clause
2.7 Restriction on Alterations
2.7.1 Not to make any structural alterations to the Demised
Premises or any part thereof nor to erect any new
buildings or extensions thereon and without prejudice
to the generality of the foregoing not to install any
outlets for pipes wires cables or flues through the
walls doors or windows of the Demised Premises (save
as hereinafter contained) Provided always that the
cutting of one or more doors or similar openings in a
wall or walls separating the Demised Premises from
any adjoining premises occupied by the Tenant shall
not for the purposes of this sub-clause be regarded
as a structural alteration and shall require the
consent of the Landlord under Clause 2.7.2
2.7.2 Not without the previous consent in writing of the
Landlord such consent not to be unreasonably withheld
or delayed (and then only in accordance with plans
previously approved in writing by the Landlord such
approval not to be unreasonably withheld or delayed
and subject to conditions reasonably imposed by and
under the supervision and to the reasonable
satisfaction of the Landlord or its Surveyors or
Architects) to make any non-structural alterations or
additions to the Demised Premises (excepting the
installation of or alterations to internal
demountable partitioning for which no consent will be
necessary) and if required by the Landlord to
reinstate all such approved alterations and
modifications (including demountable partitioning) at
the end of the Term (or (if earlier) in the case of
works to create an opening in walls separating the
Demised Premises from adjoining premises occupied by
the Tenant the date on which the adjoining premises
cease to be occupied by the Tenant) to the reasonable
satisfaction of the Landlord or its Surveyor.
2.7.3 At the expiry of the Term (howsoever determined) (or
(if earlier) in due case of works to create an
opening in walls separating the Demised Premises from
adjoining premises occupied by the Tenant the date on
which the adjoining premises cease to be occupied by
the Tenant) if and to the extent required by the
Landlord to remove all alterations or additions made
to the Demised Premises or any part by the Tenant or
its predecessors in title prior to the date of this
lease pursuant to any previous
9
tenancy of the Demised Premises under which the
Tenant or any predecessor in title of the Tenant was
permitted to carry out alterations to the Demised
Premises subject to a liability to reinstate and
where the Tenant or the predecessor in title did not
reinstate the alterations on the determination of
that tenancy and to restore and make good the Demised
Premises in a good and workmanlike manner to the
condition and design which existed before the
alterations were made to the reasonable satisfaction
of the Landlord or its surveyor.
2.8 Not to affix heavy apparatus or exceed loads or overload
services
2.8.1 Not to affix to the structure or any part of the
Demised Premises any heating apparatus ducting pipes
or electric power cables or any crane or hoist for
the lifting or transport of merchandise or other
goods without the written permission of the Landlord
first obtained such permission not to be unreasonably
withheld or delayed such permission to be hereby
deemed and acknowledged in relation to any such
apparatus pipes cables crane or hoist affixed to the
Demised Premises by the Tenant prior to the date
hereof pursuant to any previous lease.
2.8.2 Not to suspend or permit or suffer to be suspended
any heavy load from the ceilings or main structure of
the Demised Premises nor load or use or permit or
suffer to be loaded or used the floor or structure of
the Demised Premises in any manner which will in any
way impose a weight or strain in excess of that which
such premises are constructed to bear with due margin
for safety or which will in any way strain or
interfere with the structural members thereof
2.8.3 Not to overload the services to the Demised Premises
2.8.4 To pay to the Landlord on demand all reasonable costs
reasonably incurred by the Landlord in obtaining the
opinion of a suitably qualified engineer as to
whether the Tenant has been in breach of this
sub-clause 2.8 and the Landlord's remedies for
recovering rent in arrears shall apply hereto
2.9 Not to avoid insurance
2.9.1 Not to do or permit or suffer to be done anything
(save that the permitted use from time to time shall
not be deemed to be a breach of this covenant)
whereby the policy or policies of insurance of the
Demised Premises and/or the adjoining or neighbouring
premises of the Landlord may become void or voidable
and to comply with all reasonable recommendations and
requirements of the insurers as to fire precautions
relating to the Demised Premises
10
2.9.2 To pay to the Landlord on demand any increased
premium which the Landlord may be reasonably required
to pay under any insurance policy in respect of the
Demised Premises or any other property of the
Landlord arising from the user as hereinafter
mentioned of the Demised Premises and all such
payment shall be added to the rent hereinbefore
reserved and shall be recoverable as rent
2.9.3 In the event of the Demised Premises or any part
thereof being destroyed or damaged by any of the
insured risks and the insurance moneys under any
insurance against the same effected thereon by the
Landlord being wholly or partly irrecoverable by
reason solely or in part of any act or default of the
Tenant or its agents licensees servants or invitees
then and in every such case the Tenant will forthwith
(in addition to the said rent) pay to the Landlord
the irrecoverable proportion of the cost of
completely rebuilding and reinstating the same
2.9.4 Not to effect any policy of insurance of its own in
respect of risks covered by the insurance effected by
the Landlord of the Demised Premises (and in default
any insurance money received by or payable to the
Tenant shall become the property of the Landlord)
2.10 Dangerous substances
2.10.1 Not to keep or permit or suffer to be kept on the
Demised Premises any material liquid or gas of a
dangerous combustible corrosive explosive flammable
radio-active or offensive nature otherwise than in
accordance with the provisions of any relevant Act or
Acts of Parliament or regulations made thereunder or
issued by the Health and Safety Executive or any
other like statutory body for the time being in force
and after due notice to the Landlord and the insurers
of the Demised Premises and payment of every
increased or extra premium which ought properly to be
paid and in any event not to store in the Demised
Premises materials the keeping of which may
contravene any statute order or regulation or bye-law
2.10.2 If it shall be necessary for the Landlord or any
tenant of any unit adjoining the Demised Premises to
carry out any work to such adjoining unit as a result
of the storage in the Demised Premises or any of the
substances mentioned in sub-clause 2.10.1 hereof then
the Tenant shall forthwith on demand pay to the
Landlord or such adjoining tenant the cost incurred
in carrying out such work as aforesaid
2.10.3 Within seven days of a request by the Landlord to
supply to the Landlord
11
copies of any applications made by the Tenant to any
statutory or other authority or body for consent to
keep any of the matters referred to in sub-clause
2.10.1 hereof on the Demised Premises together with
copies of any licenses issued pursuant to any such
applications
2.11 Dealings with the lease
2.11.1 Not to transfer, mortgage, charge, hold on trust for
another, underlet or otherwise part with possession
of any part (as distinct from the whole) of the
Demised Premises or agree to do so.
2.11.2 Not to transfer, hold on trust for another, underlet
or otherwise part with possession of the whole of the
Demised Premises or agree to do so, except that the
Tenant may transfer or underlet the whole of the
Demised Premises if, before the transfer or
underletting is completed, the Tenant complies with
the conditions described in clause 2.11.3 or clause
2.11.4, as applicable.
(Assignment)
2.11.3 The conditions (which are specified for the purposes
of section 19(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
and which operate without prejudice to the Landlord's
right to withhold consent on any reasonable ground)
applying to a transfer of the whole of the Demised
Premises are:
(A) that the Tenant enters into an authorised
guarantee agreement, as defined in section 16
of the Landlord and Tenant (Covenants) ▇▇▇
▇▇▇▇, with the Landlord in the form of the
draft set out in the Sixth Schedule hereto; and
(B) that any guarantor of the Tenant's obligations
guarantees to the Landlord that the Tenant will
comply with the authorised guarantee agreement
in a form which the Landlord reasonably
requires; and
(C) that, subject as provided in paragraph ((D))
and if the Landlord so reasonably requires, the
proposed assignee procures one, but not both,
of the following:
(1) covenants with the Landlord by an
additional guarantor or guarantors
approved by the Landlord (who shall act
reasonably in giving its approval), in
terms having a form and content
reasonably required by the Landlord; or
(2) a deposit with the Landlord of an amount
in cleared funds
12
equal to half of the then current yearly
rent first reserved by this lease and an
amount equal to VAT on that amount, on
terms which the Landlord reasonably
requires; and
(D) if the proposed transfer is to a Group Company
(which expression shall have the meaning set
out in Section 42 of the Landlord and Tenant
Act 1954); and
(1) if the Tenant's obligations, or any of
them, are guaranteed by another Group
Company, that such Group Company
covenants with the Landlord terms having
a form and content reasonably required by
the Landlord; or
(2) if the Tenant's obligations are not
guaranteed by another Group Company and
if the transferee is not, in the
Landlord's reasonable opinion, of equal
financial standing to the Tenant, that
the proposed transferee procures
covenants by a Group Company other than
the Tenant and the transferee and which
is, in the Landlord's reasonable opinion,
of equal financial standing to the
Tenant, in a form which the Landlord
reasonably requires; and
(3) whether or not paragraph (D)(1) or (2)
applies, if the Tenant's obligations, or
any of them, are secured by a security
deposit, the proposed transferee procures
a deposit with the Landlord of the amount
and on terms described in paragraph
(C)(2); and
(E) that the Landlord's consent, which will not be
unreasonably withheld, is obtained to, and
within two months before, the transfer.
(Underletting)
2.11.4 Not to underlet the whole of the Demised Premises
except:
(A) to a person who has covenanted with the
Landlord:
(1) to observe the Tenant's obligations in
this Lease (other than the payment of
rents);
(2) not to transfer the whole of the Demised
Premises without the Landlord's consent
(which shall not be unreasonably withheld
if the conditions which are referred to
in clause
13
2.11.3 are first satisfied); and
(3) not to transfer part of the Demised
Premises or to underlet or otherwise part
with possession or share the occupation
of the Demised Premises or any part of
them;
(B) by reserving as a yearly rent, without payment
of a fine or premium, an amount equal to their
then open market rack rental value such rent to
be approved by the Landlord (who shall not
unreasonably withhold it) and to be payable by
equal quarterly instalments in advance on the
usual quarter days and reserving, as additional
rents, amounts equal to and payable at the same
times as the other rents reserved by this
lease;
(C) by a form of underlease (which does not excess
any sum to be payable by reference to a
percentage or proportion of the rent or any
other sum payable under this lease, but which
requires it to be payable and assessed in
accordance with the same principles as are
required by this lease) to be approved by the
Landlord, such approval not to be unreasonably
withheld;
(D) by a form of underlease which requires:
(1) the principal rent reserved by it to be
reviewed upwards only at each of those
Review Dates which will occur during the
sub- term in accordance with the same
principles which apply to rent reviews
under this lease;
(2) the underlessee to observe the Tenant's
obligations (other than the obligation to
pay rents under this lease) to the extent
they relate to the Demised Premises and
containing:
(a) a condition for re-entry by the
underlessor on breach of any
obligation by the underlessee;
(b) a qualified convenant not to
transfer the whole of the Demised
Premises (subject to prior
compliance with conditions as a
set out in clause 2.11.3) and an
unqualified covenant not to
transfer part of the Demised
Premises or to underlet or
otherwise part with possession or
share the occupation of the
Demised Premises or any part of
them;
(c) an agreement excluding sections 24
to 28 inclusive
14
of the Landlord and ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ in relation to the
underlease, pursuant to an Order
duly made under section 38(4) of
that Act; and
(E) with the Landlord's consent, issued within two
months before completion of the underletting,
which consent (subject to compliance with the
foregoing conditions precedent) shall not be
unreasonably withheld.
2.11.5 To enforce the observance by every underlessee of the
provisions of the underlease and not expressly or
impliedly to waive any breach of them, nor to vary
the terms of any underlease.
2.11.6 Not to agree any reviewed rent payable under an
underlease until the principal rent reserved by this
Lease has been reviewed and agreed in accordance with
the provisions of the Fourth Schedule hereto.
(Sharing occupation)
2.11.7 Not to share the occupation of the Demised Premises
or any part of them.
2.12 Notifying Landlord of dealings with the lease
2.12.1 Within ten working days after any disposition or
devolution of this lease, or of any estate or
interest in or derived out of it, to give the
Landlord notice of the relevant transaction with a
certified copy of the relevant document, and to pay
the Landlord a fair and reasonable fee of not less
than twenty five pounds for registering each notice.
2.12.2 To notify the Landlord of particulars of the
determination of every rent review under any
underlease of the Demised Premises within fourteen
days after the date of determination.
2.13 To pay costs of notices and consents and orders
2.13.1 To pay all proper and reasonable costs charges and
expenses (including Solicitors costs and Surveyors
fees) incurred by the Landlord in any proceedings
under Section 146 and 147 of the Law of Property ▇▇▇
▇▇▇▇ or any statutory provision replacing the same
notwithstanding that forfeiture is avoided otherwise
than by relief granted by the Court
2.13.2 To reimburse to the Landlord on demand all proper and
reasonable fees costs charges and expenses incurred
or suffered by the Landlord arising out of or in
connection with or incidental to any application or
request by
15
the Tenant in connection with the Demised Premises or
any provisions of this Lease whether or not the same
shall be proceeded with by the Tenant or shall be
granted subject to conditions or arising out of or in
connection with any steps in connection with the
preparation and service of a Schedule of
Dilapidations during or within ninety days after the
expiry of sooner determination of the Term or within
ninety days after the Tenant vacates the Demised
Premises whichever shall be the later (but in
relation only to dilapidations occurring during the
Term)
2.13.3 To pay all proper and reasonable legal costs and
disbursements incurred by the Landlord in the
recovery of arrears of rent and any other monies due
hereunder from the Tenant to the Landlord and
proceedings in connection therewith
2.14 User
2.14.1 Subject to sub-clause 2.16 hereof to use the Demised
Premises for such use within Class B1 of the Town and
Country Planning (Use Classes) order 1987 as shall be
first approved in writing by the Landlord (such
consent not to be unreasonably withheld or delayed
where the proposed use is compatible with uses on a
Science Park and does not conflict with good estate
management) and for no other purpose
2.14.2 Not to use the car parking spaces on the Science Park
allocated to the Tenant pursuant to the provisions of
the First Schedule otherwise than for parking private
motor cars of the Tenant its employees and visitors
2.15 Advertisements and signs
2.15.1 Not to affix or permit to be affixed or exhibited to
or upon any part of the exterior of the Demised
Premises or on the interior visible from the exterior
any placard poster sign notice or advertisement save
those of a type size and in positions approved in
writing by the Landlord
2.15.2 At the end of the Term (howsoever determined) and if
so required by the Landlord to remove such placard
poster sign or advertisement from the Demises
Premises and to make good to the reasonable
satisfaction of the Landlord or its Surveyors any
damage caused to the Demised Premises by such removal
2.15.3 Always to display and maintain a suitable sign in a
location reasonably prescribed by the Landlord
showing the name (or trading name) of every permitted
occupier of the Demised Premises
16
2.16 To comply with statutory provisions
2.16.1 At all times during the Term to observe and comply in
all respects with the provisions and requirements of
any and every enactment (which expression in this
covenant includes as well any and every Act of
Parliament already or hereafter to be passed as any
and every order regulation and bye-law already or
hereafter to be made under or in pursuance of any
such Act) so far as they relate to or affect the user
of the Demised Premises or any additions or
improvements thereto or the user thereof for the
purpose of any manufacture process trade or business
or the employment therein of any person or persons or
any fixtures machinery plant or chattels for the time
being affixed thereto or being thereupon or used for
the purposes thereof and to execute all works and
provide and maintain all arrangements which by or
under any enactment or by any government department
local authority or other public authority or duly
authorised officer or court of competent jurisdiction
acting under or in pursuance of any enactment are or
may be directed or required to be executed provided
and maintained at any time during the Term upon or in
respect of the user of the Demised Premises or any
additions or improvements thereto or in respect of
any such user thereof or employment therein of any
person or persons for fixtures machinery plant or
chattels as aforesaid whether by the Landlord or
Tenant thereof and to indemnify the Landlord at all
times against all costs charges and expenses of or
incidental to the execution of any works or the
provisions or maintenance of any arrangements so
directed or required as aforesaid and not at any time
during the Term to do or omit or suffer to be done or
omitted on or about the Demised Premises any act or
thing by reason of which the Landlord may under any
enactment incur or have imposed upon him or become
liable to pay any penalty damages compensation costs
charges or expenses and to keep the Landlord
effectually indemnified against all such compensation
damages penalties costs charges or expenses
2.16.2 At all times during the Term to comply in all
respects with the provisions and requirements of any
Town and Country Planning Act or Acts for the time
being in force and any regulations and orders made
thereunder and all licences consents permissions (to
the extent such permissions shall be implemented) and
conditions (if any) granted or imposed thereunder or
under any enactment repealed thereby so far as the
same respectively relate to or affect the Demised
Premises or any part thereof or any operations works
act or things already or hereafter to be carried out
executed or done or omitted thereon or the use
thereof for any purpose and before making any
applications to the Local Authority for planning
permission or bye-law consent to obtain the consent
in writing of the Landlord (which consent shall not
be unreasonably withheld or delayed) to such
application and to
17
provide the Landlord with copies of the relevant
application and accompanying drawings and on the
granting of such planning permission or bye-law
consent to supply copies thereof to the Landlord
2.16.3 Unless the Landlord shall otherwise direct to carry
out before the expiration or sooner determination of
the Term any works stipulated to be carried out to
the Demised Premises by a date subsequent to such
expiration or sooner determination as a condition of
any planning permission which may have been granted
and acted upon by the Tenant during the Term
2.16.4 To give notice to the Landlord as soon as reasonably
practicable after receipt of the same of any notice
order or proposal for a notice or order served on the
Tenant under any legislation and if so reasonably
required by the Landlord to produce the same and at
the request and cost of the Landlord to make or join
in making such objections or representations in
respect of any proposals as the Landlord may
reasonably require
2.16.5 At all times during the Term to comply with all
requirements from time to time of the appropriate
authority in relation to means of escape from the
Demised Premises in case of fire and at the expense
of the Tenant to keep the Demised Premises
sufficiently supplied and equipped with fire fighting
and extinguishing apparatus and appliances of a type
to be approved from time to time by the relevant Fire
Authority and suitable in all respects to the type of
user of or business manufacture process or trade
carried on upon the Demised Premises which shall be
open to the inspection of the Landlord and also not
to obstruct the access to or means of working such
apparatus and appliances by their operations at or
connected with the Demised Premises
2.17 Restriction on nuisance and auctions
2.17.1 Not to use the Demised Premises or any part thereof
for any immoral purpose or for any noisy noisome
dangerous or offensive trade business manufacture
operation or occupation provided that the permitted
user from time to time shall be deemed not to be in
breach of this clause and also not to do or permit to
be done thereon anything which may be or grow to the
damage nuisance disturbance or annoyance of the
Landlord or the occupiers of any adjoining or
neighbouring premises or permit any sale by auction
to be held upon the Demised Premises or any part
thereof or permit the Demised Premises to be used for
residential purposes or as sleeping accommodation
2.17.2 To pay to the Landlord all proper and reasonable
costs charges and
18
expenses which may properly and reasonably be
incurred by the Landlord in abating a nuisance caused
by the Tenant or its servants licensees or customers
and executing all such works as may be necessary for
abating a nuisance in obedience to a notice served by
a local or public authority on the Landlord or the
Tenant in respect of the Demised Premises
2.17.3 Not at any time to permit any musical instrument
gramaphone or similar apparatus to be played or used
on the Demised Premises so as to be audible from
outside the Demised Premises
2.17.4 Sound insulation
To comply in all respects with any scheme or
requirement which may be imposed by the Local
Planning Authority in connection with the sound
insulation of all plant and machinery
2.17.5 Restriction on noise
Without prejudice to the preceding provisions of this
Clause 2.17 hereof to ensure that the noise from
operations conducted on the Demised Premises shall
not exceed
40 db (A) between 08.00 hours and 18.00 hours
35 db (A) between 18.00 hours and 22.00 hours
and
30 db (A) between 22.00 hours and 08.00 hours
all as measured on the boundary of the Science Park
2.18 To yield up
On the expiration or sooner determination of the Term
peaceably to yield up to the Landlord the Demised Premises in
a good and tenantable state of repair and condition and
decoration in accordance with the covenants by the Tenant
herein contained together with all additions and improvements
thereto and the keys and all Landlord's fixtures and fittings
of every kind now in or upon the Demised Premises or which
during the Term may be affixed or fastened to or upon the same
all of which shall be at the expiration or sooner
determination of the Term left complete with all parts and
appurtenances thereof and in proper working order and
condition PROVIDED ALWAYS that the foregoing covenants shall
not apply to any articles held by the Tenant on hire nor to
the Tenant's fixtures and
19
fittings and to make good any damage caused to the Demised
Premises by the removal of tenants and trade fixtures and
fittings AND PROVIDED FURTHER that if so required by the
Landlord the Tenant will remove from the Demised Premises such
of the Tenant's fixtures and fittings as are then installed in
the Demised Premises as the Landlord shall specify to be
removed making good all damage caused thereby to the
Landlord's satisfaction and reinstating the Demised Premises
to their original condition PROVIDED FURTHER that the Tenant
may from time to time (but only with the previous consent of
the Landlord) substitute for any of the Landlord's fixtures
and fittings other fixtures and fittings of at least as good a
kind and quality as the Landlord's fixtures and fittings and
not less suitable in character
2.19 Indemnity of the Landlord
To indemnify and keep indemnified the Landlord from and
against liability for all loss damage actions proceedings
claims demands costs damages and expenses of whatever nature
in respect of any injury to or the death of any person or
damage to any property movable or immovable or in respect of
the infringement disturbance or destruction of any right
easement or privilege or otherwise by reason of or arising in
any way directly or indirectly out of:
2.19.1 the state of repair or condition of the Demised
Premises insofar as the Tenant is liable for such
state or condition under the covenants herein
contained
2.19.2 the act omission or default of the Tenant its agents
employees customers invitees or visitors whilst on or
about the Science Park or the Demised Premises
2.19.3 the construction or existence of any extensions of or
alterations to the Demised Premises carried out by or
on behalf of the Tenant
2.19.4 the user of the Demised Premises and other areas of
the Science Park by the Tenant or its agents
employees invitees or visitors
2.19.5 anything now or hereafter attached to or on the
Demised Premises or the Science Park by or on behalf
of the Tenant
2.20 Not to obstruct
2.20.1 Not to expose or place or permit or suffer to be
exposed or placed any goods articles or things
whatsoever outside the Demised Premises or upon any
part of the Science Park and to keep the same free
from obstruction of any kind
20
2.20.2 Not to stop up darken or obstruct any windows or
lights or ventilators belonging to the Landlord or to
other tenants of the Landlord or to tenants of other
units on the Science Park or other property adjoining
the Demised Premises and not to stop up cover or
obstruct access to any services on the Science Park
or to any fire escapes and not to give to any third
party any acknowledgement that the Tenant enjoys the
access of light or air to any windows or openings in
the Demised Premises by the consent of such third
party or to pay any sum of money to or enter into
agreement with such third party for the purpose of
inducing or binding him to abstain from obstructing
the access of light or air to any such windows or
lights or ventilators and in the event that any such
third party doing or threatening to do anything which
obstructs or would obstruct such access of light or
air forthwith in writing to notify the same to the
Landlord
2.20.3 Prevention of acquisition of easements
Without prejudice to sub-clause 2.20.2 above not to
permit or suffer any owner of adjoining or
neighbouring property to acquire any rights of way
light or air or other easements over the Demised
Premises but as soon as the Tenant becomes aware
thereof to inform the Landlord or the Landlord's
Managing Agents in writing of any act or thing which
may result in the acquisition of any right or
privilege over the Demised Premises (for the purpose
of enabling the Landlord if its thinks fit to do
anything necessary for preventing the acquisition of
any such right or privilege and to permit the
Landlord and the Landlord's Managing Agents to enter
and examine the Demised Premises accordingly) and at
the sole cost of the Landlord to join with the
Landlord in taking such steps or action as may be
reasonably required by the Landlord to prevent any
such right or privilege from being acquired
2.21 To notify Landlord of defects and damages
2.21.1 To notify the Landlord without delay upon becoming
aware of any "relevant defects" of which it is aware
in the state of the Demised Premises within the
meaning of Section 4 of the Defective Premises Act
1972 or any statutory modification or re-enactment
thereof and (without prejudice to the foregoing) to
give notice thereof as soon as reasonably practicable
to the Landlord of any notice or claim affecting the
Demised Premises
2.21.2 In the event of the Demised Premises being destroyed
or damaged to give notice thereof immediately to the
Landlord or the Landlord's Managing Agents stating
the cause of such destruction or damage if the Tenant
can in fact determine the cause
21
2.22 For sale or to let boards
To permit the Landlord and its surveyors workmen and agents at
any time during the Term for the purpose of selling or
disposing of the Landlord's reversionary interest or at any
time within six calendar months next before the expiration or
sooner determination of the Term for the purpose of re-letting
the Demised Premises to enter upon the Demised Premises and to
affix and retain upon any suitable part thereof (but not so as
to block any door or window) a notice board for selling or
letting the same (with or without any other premises) as the
case may be and the Tenant will not remove or obscure the same
and will at all times throughout the Term permit all
prospective purchasers or tenants by order in writing of the
Landlord or its agents to enter and view the Demised Premises
or any part thereof at reasonable hours in the daytime by
prior appointment without interruption
2.23 Covenants
To comply with those covenants and other matters affecting the
Demised Premises and not to interfere with those rights
easements or other matters (if any) affecting the Demised
Premises as (in each case) are contained or referred to in the
documents referred to in the Fifth Schedule.
3. THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:
3.1 Quiet enjoyment
That the Tenant paying the rents hereby reserved and observing
and performing the several covenants and stipulations on its
part herein contained shall peaceably hold and enjoy the
Demised Premises during the Term without any interference of
the Landlord or any person rightfully claiming under or in
trust for him or by title paramount
3.2 To insure
3.2.1 Subject to such limitations exclusions and excesses
as are required by the insurers normal terms of
insurance to keep insured at all times throughout the
Term the Demised Premises (with the Tenant's interest
being noted upon the policy of insurance if the
insurers so permit) against loss or damage by fire
explosion lightning storm and tempest riot civil
commotion and aircraft and articles dropped therefrom
and (where appropriate) flooding impact by vehicle
escape of water from burst pipes or other water
apparatus (and in time of war against war risks under
any statutory
22
insurance scheme which may be applicable to the
Demised Premises) the cost of shoring up demolition
and site clearance and against such other risks as
the Landlord may from time to time reasonably require
together with surveyors and architect's fees and
three years loss of rent (to include not only the
rent currently payable but having reasonable regard
to potential increases in rent pursuant to the Fourth
Schedule and with any addition to the amount insured
as the Landlord may reasonably decide in respect of
VAT) in some insurance office of repute to a value
equal to the full cost of reinstatement thereof but
not necessarily facsimile reinstatement in accordance
with local and statutory requirements then current
and against loss of or damage to property or personal
injury arising by reason of the condition of the
Demised Premises or any part thereof or any building
erected thereon or anything done therein and to make
all payments necessary for that purpose when the same
shall respectively become payable and unless the
policy of insurance shall be vitiated by act or
default of the Tenant or its agents licensees
servants or invitees to cause all monies received by
virtue of any such insurance (save any monies
received in respect of loss of rent) to be forthwith
laid out in rebuilding and reinstating the Demised
Premises in the event of the Demised Premises being
damaged or destroyed as aforesaid unless the Landlord
is unable having used its best endeavours (which the
Landlord agrees to do) to obtain permission for such
rebuilding or reinstatement of the Demised Premises
whereupon this demise shall forthwith be at an end
without prejudice to any right of action of the
Landlord or the Tenant in respect of any antecedent
breach of covenant Provided that the Tenant shall
have no claim in respect of the said insurance monies
3.2.2 Whenever reasonably so required by the Tenant to
supply to the Tenant sufficient details of such
policy or policies of insurance to enable the Tenant
to comply with the terms and conditions thereof
together with evidence of payment of the premium
3.3 To use all reasonable endeavours to do such of the things and
to provide such of the services specified in the Third
Schedule hereto as the Landlord or Landlord's Managing Agents
from time to time shall deem appropriate and to use its like
endeavours to enforce the covenant to contribute to the
expenses referred to in the Third Schedule which are contained
in leases of other premises on the Science Park (as defined in
the First Schedule hereto)
3.4 Unless the Landlord reasonably considers it not to be in the
interest of other tenants on the Science Park (as defined as
aforesaid) to use reasonable endeavours at the Tenant's
request to enforce the covenants contained in leases of other
premises on the Science Park (as so defined) the Tenant
indemnifying the Landlord against its expenses properly
incurred in so far as they are not
23
recoverable under the provisions of the other leases (or
otherwise)
4. PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS
4.1 Notwithstanding and without prejudice to any other remedies
and powers herein contained or otherwise available to the
Landlord if the rents reserved or any part thereof shall be
unpaid for twenty-one days after becoming payable whether
formally demanded or not or if any covenant on the Tenant's
part or condition contained in this Lease shall not be
performed or observed or if the Tenant for the time being
(being a company) shall enter into liquidation whether
compulsory or voluntary (save for the purpose of
reconstruction or amalgamation whilst solvent) or pass a
resolution for winding up (save as aforesaid) or suffer an
administrator or an administrative receiver to be appointed or
being an individual or being more than one individual any one
of them shall have a receiving order made against him or
become bankrupt or if the Tenant (or if there shall be more
than one Tenant any of them) shall enter into composition with
their or his creditors or suffer any distress or execution to
be levied on their or his goods then and in any such case it
shall be lawful for the Landlord at any time thereafter to
re-enter upon the Demised Premises or any part thereof in the
name of the whole and thereupon this demise shall absolutely
determine but without prejudice to any right of action or
remedy of the Landlord in respect of any breach non-observance
or non-performance of any of the Tenant's covenants or any
conditions herein contained
4.2 Notices
Any notice under this Lease shall be in writing and shall be
deemed well served if posted to the Registered Office of the
recipient or if an individual at his last known address or in
the case of the service on the Tenant at the Demised Premises
by first class post recorded delivery in which case the date
of service shall be the day following the date of posting
4.3 Waiver
No demand for or acceptance of or receipt for rent by the
Landlord after knowledge or notice received by the Landlord or
his agents of any breach of any of the Tenant's covenants
hereunder shall be or operate as a waiver wholly or partially
of any such breach but any such breach shall for all purposes
of these presents be a continuing breach of covenant so long
as such breach shall be subsisting and the Tenant shall not be
entitled to set up any such demand or acceptance of or receipt
for rent by the Landlord as a defence in any action or
proceeding by the Landlord
4.4 Representations
24
The Tenant hereby admits that the Demised Premises have been
inspected by it or on its behalf and the Tenant has entered
into this Lease solely on the basis of such inspection and
upon the terms hereof and not in reliance of any collateral
contract warranty or representation whether written oral or
implied made by or on behalf of the Landlord other than any
made by the Landlord's Solicitors in reply to any enquiries
raised by the Tenant's Solicitors prior to the date hereof
4.5 Value Added Tax
For the avoidance of doubt it is hereby declared that where
any party has an obligation to make payment of any amount
hereunder including (without prejudice to the generality of
the foregoing) the rents hereby reserved and any Value Added
Tax (or other like tax excise or custom or other duty) becomes
payable in respect of the supply of any goods or services to
which such amount relates or by reference to which in whole or
in part such amount is ascertained then the obligation shall
extend to and include the Value Added Tax (or other like tax
as hereinbefore mentioned) or the appropriate proportion
thereof
4.6 Rent abatement
If the Demised Premises or any part thereof shall at any time
during the Term be destroyed or so damaged by fire or other
insured risk as to be unfit for occupation or use then and in
any such case unless the insurance of the Demised Premises
shall have been forfeited or payment of said policy monies or
any part thereof refused by or in consequence of any act or
default of the Tenant their licensees or agents the rent
hereby reserved (without prejudice to any monies owing to the
Landlord at the date of such damage or destruction) or a fair
and just proportion thereof according to the nature and extent
of the damage sustained shall from the date of such damage or
destruction and until the Demised Premises shall have been
rebuilt or reinstated and made fit for occupation or until the
end of the period for which the Landlord shall have initiated
loss of rent insurance (whichever shall first occur) be
suspended and cease to be payable
4.7 Ending of the lease following major damage
If at any time the Demised Premises shall be destroyed or
damaged and shall not have been reinstated by the Landlord by
the date on which the insurance for loss of rent effected by
the Landlord expires the Tenant may at any time thereafter by
notice in writing to the Landlord determine this Lease and on
the tenth working day following the service of such notice
this Lease shall determine but without prejudice to any rights
or remedies which may then have accrued in respect of any
breach of any of the covenants or provisions contained therein
provided that the Tenant may not determine this Lease if the
Landlord had by the date falling two
25
years and 6 months from the date of destruction or damage
commenced and is diligently proceeding with the carrying out
of works to replace the damaged or destroyed parts of the
Demised Premises
4.8 Construction (Design and Management) Regulations 1994
4.8.1 In this clause:
(A) the expression "Regulations" means the
Construction (Design and Management)
Regulations 1994 and any expressions appearing
in this clause which are defined in the
Regulations have the same meaning; and
(B) the expression "relevant work" means any
construction work which is undertaken by the
Tenant or by a person claiming under it
pursuant to an obligation or a right (whether
or not requiring the Landlord's consent) under
this lease and for the purposes of the
Regulations the Tenant irrevocably
acknowledges that it, and not the Landlord,
arranges the design, carrying out and
construction of relevant work
4.8.2 The Tenant irrevocably acknowledges that it will be
the only client in respect of any relevant work.
4.8.3 Before any relevant work is commenced the Tenant
shall make a declaration in accordance with
Regulation 4(4) and shall forthwith serve it on the
Executive and a copy of it on the Landlord.
4.8.4 The Tenant shall comply with its obligations as
client in respect of any relevant work.
4.8.5 The Tenant shall promptly provide the Landlord with a
complete copy of the health and safety file for all
relevant work and (no later than the expiry of the
Term) the original health and safety file.
4.8.6 The provisions of this clause 4.9 shall apply
notwithstanding that any consent issued by the
Landlord in respect of any relevant work does not
refer to the said provisions or to the Regulations.
4.9 Restrictions on acquisition of easements
The Tenant shall not by virtue of this demise be deemed to
have acquired or be entitled to nor shall it during the Term
acquire or become entitled by any means whatever in respect of
the Demised Premises to any right of light or air nor any
26
other easement from or over or affecting any other land or
premises now or at any time hereafter belonging to the
Landlord and not comprised in this demise save such as is
necessary for the carrying on of the Tenant's business in the
Demised Premises
4.10 Warranty
Nothing herein contained or implied shall be taken to be a
covenant warranty or representation by the Landlord that the
Demised Premises can lawfully be used for any particular
purpose or that the Demised Premises are fit for any purpose
for which the Tenant may use them
4.11 Remedies for dilapidations in the state
If at the expiration or sooner determination of the Term the
Demised Premises are not in the state of repair and condition
in which they should be having regard to the Tenant's
covenants herein contained the Tenant shall (if so required by
the Landlord) pay to the Landlord on demand by way of
liquidated damages:
4.11.1 such sum as shall be agreed between the parties and
in default of agreement as shall be certified by an
independent chartered surveyor to be appointed by the
Landlord to represent in his opinion:
(A) the cost of putting the Demised Premises into
the state of repair and condition in which
they should be as aforesaid and
(B) the rent that would have been payable under
this Lease if the Term had been extended for
such period as is reasonably necessary to put
the Demised Premises into the state of repair
and condition in which they should be as
aforesaid and
4.11.2 the reasonable fees of the Landlord or its agent for
the preparation and service of a Schedule of
Dilapidations and of the said independent chartered
surveyor for the preparation and issue of the said
certificate
4.12 Removal of Tenant's property
If at such time as the Tenant has vacated the Demised Premises
after the determination of the Term either by effluxion of
time or otherwise any property of the Tenant shall remain in
or on the Demised Premises and the Tenant shall fail to remove
the same within twenty-eight days after being requested by the
Landlord so to do by a notice in that behalf then and in such
case the Landlord may as the agent of the Tenant (and the
Landlord is hereby appointed by the Tenant to act in that
behalf) sell such property and shall then hold the proceeds of
sale after
27
deducting the reasonable costs and expenses of removal storage
and sale reasonably and properly incurred by it to the order
of the Tenant PROVIDED THAT the Tenant will indemnify the
Landlord against any liability incurred by it to any third
party whose property shall have been sold by the Landlord in
the bona fide mistaken belief (which shall be presumed unless
the contrary be proved) that such property belonged to the
Tenant and was liable to be dealt with as such pursuant to
this sub-clause
4.13 Party Walls
All walls separating the Demised Premises from any adjoining
premises shall be party walls and shall be used and repaired
and maintained as such and all ceiling joists beams slabs
floors and walls separating the Demised Premises from any
adjoining premises shall be party structures and shall be used
and repaired and maintained as such
4.14 No liability for injury etc
The Landlord shall not be responsible to the Tenant or its
servants or visitors for any injury death damage destruction
caused by natural or consequential loss whether to person
property or goods due directly or indirectly to any act
neglect or default of any other tenant or permitted occupier
for the time being of the Science Park or to the condition of
the Demised Premises or any of its appurtenances
4.15 Powers of Landlord's Managing Agents
The obligations of the Tenant under this Lease shall be
enforceable in case of default as well by the Landlord's
Managing Agents in their own name as by the Landlord
4.16 No compensation
In the Lease hereby granted is within Part II of the Landlord
and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ then subject to the provisions of
sub-clause (2) of Section 38 of that Act the Tenant shall not
be entitled on quitting the Demised Premises to any
compensation under Section 37 of the same Act or under any
corresponding provision in any Act or under any corresponding
provision in any Act amending or replacing the same
4.17 Tenant's right to break
4.17.1 The Tenant may (subject to the provisions of this
clause) determine this lease as at 24/th/ December
2009 (the "Break Date").
28
4.17.2 The Tenant shall give the Landlord written notice of
its intention to determine at least thirteen months
before the Break Date.
4.17.3 If the Tenant duly serves a notice under this clause
it shall procure that vacant possession of the
Demised Premises will be available on the Break Date
free of occupation by and of any estate or interest
vested in the Tenant or any third party and this
lease shall not determine as a result of any notice
served by the Tenant if it is in material breach of
any of its covenants contained in this lease
(including those contained in this clause) at the
Break Date except to the extent if at all the
Landlord in its absolute discretion waives compliance
with any of them.
4.17.4 If a notice is duly served and the requirements of
paragraph 4.17.3 of this clause are first satisfied
this lease shall determine on the Break Date without
prejudice to:
(A) any rights or remedies which may have accrued
to either party in respect of any breach of any
of the covenants or obligations contained in it
including obligations under this clause which
shall continue to bind the parties; and
(B) the continuing obligation of the parties to
account to one another on demand for any
payment or allowance apportioned up to the date
of determination as soon as reasonably possible
thereafter.
4.17.5 Time is of the essence of all dates and periods
referred to in this clause.
4.18 Freedom to deal with Science Park
The Landlord may at any time or times hereafter convey demise
or otherwise deal with all or any of the Science Park (as
defined in the First Schedule hereto) free from all or any of
the covenants or conditions herein contained or subject to any
other covenants conditions or otherwise as the Landlord thinks
fit
4.19 Overriding lease
If, during the Term, the Landlord grants a tenancy of the
reversion immediately expectant on the determination of this
lease, whether pursuant to section 19 Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇ or otherwise, any obligation of the
Tenant to obtain the consent of the Landlord under this lease
to any dealing shall be deemed to include a further obligation
also to obtain the consent of the lessor under such tenancy to
such a dealing.
4.20 Application of Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇
29
This lease is a new tenancy for the purposes of the Landlord
and Tenant (Covenants) ▇▇▇ ▇▇▇▇.
4.21 Stamp duty certificate
It is hereby certified that there is no agreement for lease to
which this lease gives effect.
5. INTERPRETATION
In this lease:
5.1 The singular includes the plural and vice versa and one gender
includes both other genders.
5.2 Where a party comprises more than one person, obligations of
that party take effect as joint and several obligations.
5.3 An obligation by the Tenant not to do (or omit) any act or
thing also operates as an obligation not to permit or suffer
it to be done (or omitted) and to prevent (or as the case may
be) to require it being done.
5.4 References to:
(A) any clause or schedule are reference to the
relevant clause or schedule of this lease and any
reference to a sub-clause or paragraph is a
reference to that sub-clause or paragraph of the
clause or schedule in which the reference appears
and headings shall not affect the construction of
this lease;
(B) any right of (or obligation to permit) the
Landlord to enter the Demised Premises shall also
be construed as entitling the Landlord to remain
on the Demised Premises, with or without
equipment, and permitting such right to be
exercised by all persons authorised by the
Landlord;
(C) any consent or approval of the Landlord, or words
to similar effect mean a consent in writing signed
by or on behalf of the Landlord and given before
the act requiring consent or approval;
(D) the Demised Premises (except in clause 2.11)
extend, where the context permits, to any part of
the Premises;
30
(E) a specific Enactment include every statutory
modification, consolidation and re-enactment and
statutory extension of it for the time being in
force, except in relating to the Town and Country
Planning (Use Classes) Order 1987, which shall be
interpreted exclusively by reference to the original
provisions of Statutory Instrument 1987 No 764
whether or not it may have been revoked or modified;
(F) the last year of the Term includes the final year of
the Term if this lease determines otherwise than by
passing of time and references to the expiry of the
Term include that type of determination;
(G) rents or other sums being due from the Tenant to the
Landlord mean that they are exclusive of any VAT.
IN WITNESS whereof the parties have executed this instrument as their
Deed the day and year first before written in the presence of the
persons mentioned below
31
THE FIRST SCHEDULE
hereinbefore referred to
(Description of the Demised Premises)
ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B3 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park") which expression shall mean the
whole of the Science Park or such part or parts thereof a shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and the ceilings of the unit
and the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached
TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:
(i) with or without vehicles to pass and ▇▇▇▇▇▇ to and from the Demised
Premises or any part thereof and the public highway over and along such
roads as may from time to time during the Term be constructed upon the
Science Park but not at any time to park thereon and on foot to pass
and ▇▇▇▇▇▇ to and from the Demised Premises or any part thereof from
such roads
(ii) upon reasonable notice being given to the Landlord to enter upon the
adjoining or neighboring property of the Landlord where the same is
necessary for the purpose of complying with its covenants hereunder
making good all damage occasioned thereby
(iii) the free and uninterrupted passage and running of water soil
electricity gas and telephone and other services to and from the
Demised Premises through the sewers drains watercourses conduits pipes
wires and cables which are now or may hereafter during the Term be in
under or over the Demised Premises or the Science Park and connecting
with the main water drainage electricity and sewage systems servicing
the Science Park PROVIDED ALWAYS that no liability shall fall upon the
Landlord for any damage to the Tenant if there shall be any
interruption or obstruction to the roads or service areas or to the
said systems caused by accident flood tempest frost breakdown of any
machinery acts of the Queen's forces or of the Queen's enemies riot
civil commotion operation of aircraft hostile or friendly or force
majeure or act of God or by any restrictions or regulations of Her
Majesty's Government or any strike or work to rule or lockout of
32
workmen whether in the employment of the Landlord or not or any other
circumstances or occurrence beyond the Landlord's control
(iv) the right to use any refuse disposal receptacles provided by the
Landlord
(v) the exclusive right to use the ten car parking spaces coloured blue on
Plan A
(vi) the right of support and protection for the benefit of the Demised
Premises as is now enjoyed from the other units and other parts of the
Science Park
(vii) for the Tenant its servants and employees to use such of the
recreational areas and facilities forming part of the Science Park as
are available and suitable for use without obligation on the part of
the Landlord to provide the same on such terms and in accordance with
such regulations as the Landlord may from time to time prescribe
EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:
(i) to build upon and use any land adjoining or near to the Demised
Premises and to rebuild or alter any of the adjoining or neighbouring
buildings including the right to build on or into the walls of the
Demised Premises according to such plans whether as to height extent or
otherwise and in such manner as shall be approved by the Landlord or
its Surveyors notwithstanding any interference thereby occasioned to
the access of light or air to the Demised Premises which light and air
shall be deemed to be enjoyed by licence only Provided always that the
Demised Premises shall not be rendered unsuitable for the user
permitted under the provisions of this Lease
(ii) the free and uninterrupted passage and running of water soil
electricity gas and telephone services from and to other parts of the
Science Park through the sewers gutters drains channels watercourses
pipes conduits cables and wires which are now or may hereafter during
the term hereby granted be in under or over the Demised Premises
together with full liberty and power at all times (but on reasonable
notice except in case of emergency) for the Landlord with or without or
others together where necessary with appliances to enter upon the
Demised Premises to inspect maintain repair cleanse amend re-route
relay replace or renew the said services and the Demised Premises and
to install any additional services for the benefit of the Demised
Premises or the other buildings on the Science Park but causing as
little interference as possible with the operation of the Tenant
carried on by it on the Demised Premises doing no unnecessary damage by
the exercise of its right and forthwith making good any damage to the
Demised Premises thereby occasioned
(iii) the right of support and protection for the benefit of the other units
and all other parts of
33
the Science Park as is now enjoyed or as will be hereafter enjoyed from
the Demised Premises
(iv) the right of entry for the Landlord or the Landlord's Managing Agents
or others so authorised by them for the purposes of complying with any
of the Landlord's obligations hereunder or for the repair maintenance
or alteration of any adjoining premises of the Landlord
(v) the right for the Landlord and its tenants of other parties of the
Science Park to pass on foot only through the Demised Premises for the
purpose (in case of emergency only) of gaining access to any fire
escapes situate within the building of which the Demised Premises form
part
34
Unit B3
Plan A
[MAP]
35
Plan B
[MAP]
36
THE SECOND SCHEDULE hereto
(Landlord's fixtures and fittings)
Ground Floor
------------
1. 2 No. Ideal Elan gas boilers with time clock serving 9 No. hot water
radiators with thermostatic valves within the demised premises.
2. Suspended ceiling tile system incorporating 36 No Fluorescent light
fittings.
3. Three compartment perimeter trunking incorporating 16 No double 13 amp
sockets.
4. High quality combined cooker hob unit, sink unit and refrigerator with base
kitchen unit and wall unit above.
5. Santon Electric water heater to kitchen.
First Floor
-----------
Radiators
---------
11 x single
1 x double
12 x thermostatic control valves
Electrical Trunking
-------------------
Around all walls at skirting level
17 x sockets (double) and 1 single socket
Lighting
--------
17 x 600 x 1200mm and 1 x 600 x 600mm fluorescent light fittings
1 x light (switch with3/4switches)
1 x fire ▇▇▇▇ (with break glass activator)
1 x Welmondwyke Supercord carpet (dusty pink)
37
THE THIRD SCHEDULE
(Services)
The Maintenance Charge shall include the following:
1. The cost of inspecting repairing maintenance renewing replacing cleansing
and keeping clean and tidy
1.1 any drains sewers or other services serving the Demised Premises or any
other buildings on the Science Park but excluding those within the Demised
Premises and exclusively serving the same
1.2 the fences walls gates and other boundary structures
1.3 the car park spaces
2. The cost of inspecting and maintaining the landscaped areas and ▇▇▇▇▇▇ on
the Science Park
3. Without prejudice to paragraphs (1) and (2) of this Schedule the cost of
insurance repair maintenance rebuilding renewing making lighting cleansing
and decoration of any parts of the Science Park which in the Landlord's or
the Landlord's Managing Agents' opinion benefit more than one tenant but
are not the specific responsibility of any one tenant
4. The payment by the Landlord of any rates water rates or other outgoings
which in the Landlord's or the Landlord's Managing Agents' reasonable
opinion benefit the Science Park or any part thereof and which do not fall
to be paid by any other tenant on the Science Park or by the Landlord in
respect of any unoccupied premises available for letting on the Science
Park
5. The employment of any staff (being reasonable in number) to perform duties
on the Science Park including periodical payments in respect of National
Health and Insurance Payments or similar or ancillary payments required by
statute to be made by the Landlord in respect of any such staff and any
reasonable benefits paid by the Landlord to any such staff as a condition
of employment
6. The carrying out of all works on the Science Park which are not the
specific responsibility of any one tenant and which shall be reasonably
necessary to comply with the doing of anything which the Landlord or the
Landlord's Managing Agents consider necessary or prudent to comply with or
to contest the incidence of any requirements under the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ the
Offices Shops and Railway Premises Act 1963 the Fire Precautions ▇▇▇ ▇▇▇▇
the Town and Country Planning Acts 1971 to 1990 and the Health and Safety
at
38
Work ▇▇▇ ▇▇▇▇ and in any other legislation or order or instrument deriving
validity from any of them and any Act or Acts for the time being in force
amending or replacing the same and any future legislation or order or
instrument as aforesaid of the like nature or effect
7. The provision repair maintenance and updating of sign boards for the
Science Park (excluding "to let" or "for sale" signs)
8. The payment of management and other professional fees and expenses
reasonably incurred by the Landlord from time to time by virtue of or in
relation to any matter provided for in this Lease and the employment of any
accountant solicitor surveyor or other professional person for any purpose
connected with the management of the Science Park and the cost of a
professional valuation (not more than once in any period of twelve months)
of the Science Park for insurance purposes
9. The enforcement of any regulations relating to the use of the Science Park
or any part thereof and the preparation and enforcement of any other
regulations which may be made by the Landlord or the Landlord's Managing
Agents to amend replace or extend the same
10. The provision repair maintenance and replacement of such vehicles equipment
plant tools and materials as the Landlord or the Landlord's Managing Agents
may reasonably consider necessary for the provision of services or the
repair improvement and maintenance of the Science Park
11. The provision maintenance and renewal of such other services facilities or
amenities or the carrying out of such works to the Science Park and its
appurtenances and the effecting of such insurances in respect of third
party and property owners' risks and otherwise as the Landlord or the
Landlord's Managing Agents shall from time to time reasonably consider
necessary or desirable for the use enjoyment or benefit of the Tenant
jointly with other tenants on the Science Park
12. (To the extent actually utilised by the Tenant) the cost of provision of
any refuse service and of providing and renewing any rubbish bins and the
periodical refuse collection charged to or undertaken by the Landlord
13. The current rental value (if the premises hereinafter mentioned were
available for letting) from time to time (as certified by the Landlord's
surveyor or valuer by reference to other rentals payable for units on the
Science Park whose certificates shall be final and binding upon the parties
hereto) of premises on the Science Park provided for use by the Landlord
for the general management by the Landlord of the Science Park and of
premises for reception facilities or for any other facility made available
by the Landlord for the mutual use and benefit of the Tenant and other
tenants on the Science Park together with the cost of heating and lighting
all such premises whether or not the Tenant shall make use of such
facilities
39
14. The cost of borrowing any monies required to pay the cost of carrying out
the Landlord's obligations under this Lease
15. The sum or sums which the Landlord shall from time to time pay by way of
premium (including any increased premium payable by reason of any act or
omission of the Tenant) for keeping the Demised Premises insured in
accordance with the Landlord's obligation in that behalf contained in
Clause 3.2 hereof
40
THE FOURTH SCHEDULE
(Rent and rent review)
1. In this schedule the following expressions have the respective
specified meanings:
1.1 "Current Rent" means the amount of the yearly rent first reserved by
this lease payable immediately before the relevant Review Date;
1.2 "Review Date" means each of:
1.2.1 25/th/ December in the years 2001, 2004 and 2007; and (if
applicable)
1.2.2 any date so stipulated by virtue of paragraph 6;
1.3 "Review Rent" means the yearly market rack rental value which might
reasonably be expected to be payable, following the expiry of any
period at the beginning of the term which might be negotiated in the
open market for the purposes of fitting out, during which no rent, or a
concessionary rent, is payable (and on the assumption that the lessee
has had the benefit of such rent free or concessionary rent period), if
the Demised Premises had been let in the open market by a willing
lessor to a willing lessee with vacant possession, on the relevant
Review Date, without fine or premium, for a term of ten years computed
from the relevant Review Date, and otherwise upon the provisions (save
as to the amount of the rent first reserved by this lease but including
the provisions for rent review at three-yearly intervals) contained in
this lease and on the assumption if not a fact that the said provisions
have been fully complied with and on the further assumptions that:
1.3.1 the Permitted Use and the Demised Premises comply with
Planning Law and every other Enactment and that the lessee may
lawfully implement and carry on the Permitted Use;
1.3.2 the Demised Premises have been fitted out and are fit for
immediate occupation and operation of the Permitted Use;
1.3.3 no work has been carried out to the Demised Premises which has
diminished their rental value;
1.3.4 in case the Demised Premises or the Science Park or any part
of it has been destroyed or damaged they have been fully
restored,
but disregarding any effect on rent of:
41
(i) the fact that the Tenant or any underlessee or other occupier
or their respective predecessors in title has been or is in
occupation of the Demised Premises;
(ii) any goodwill attached to the Demised Premises by the carrying
on in them of the business of the Tenant or any underlessee or
their respective predecessors in title or other occupier; and
(iii) (without prejudice to paragraphs 1.3.2 and 1.3.3) any works
carried out to the Demised Premises during the Term by the
Tenant or any permitted underlessee, in either case at its own
expense in pursuance of a licence granted by the Landlord and
otherwise than in pursuance of any obligation to the Landlord
and any other works carried out at the Demised Premises by the
Tenant under any previous tenancy whether or not so licensed
by the Landlord.
1.4 "Review Surveyor" means an independent chartered surveyor appointed
pursuant to paragraph 4.1 and if he is to be nominated by or on behalf
of the President of the Royal Institution of Chartered Surveyors, the
President shall be requested to nominate an independent chartered
surveyor having not less than ten years practice next before the date
of his appointment and recent substantial experience in the letting and
valuation of premises of a similar character and quality to those of
the Demised Premises and who is a partner or director of a firm or
company of surveyors having appropriate market and valuation knowledge
of such premises.
2. The yearly rent first reserved and payable under this lease for each
year of the Term until the first Review Date is as follows:
(a) for the period commencing on 25th December 1998 and expiring
on 24th December 1999 the sum of Forty Five Thousand Nine
Hundred and Fifty Six Pounds ((pound)45,956); and
(b) for the period commencing on 25th December 1999 until the
first Review Date the sum of Fifty Thousand Nine Hundred
Pounds ((pound)50,900).
3. The yearly rent first reserved and payable from each Review Date until
the next following Review Date or (in the case of the period commencing
on the last Review Date during the Term) until the expiry of the Term
shall be the higher of:
3.1 the Current Rent; and
3.2 the Review Rent.
4. If the Landlord and the Tenant shall not have agreed the Review Rent by
the date three months before the relevant Review Date it shall (without
prejudice to the ability of the Landlord and the Tenant to agree it at
any time) be assessed as follows:
42
4.1 the Review Surveyor shall (in the case of agreement about his
appointment) be appointed by the Landlord or the Tenant to assess the
Review Rent or (in the absence of agreement at any time about his
appointment) be nominated to assess the Review Rent by or on behalf of
the President for the time being of The Royal Institution of Chartered
Surveyors on the application of the Landlord or the Tenant;
4.2 the Review Surveyor shall act as an arbitrator and the arbitration
shall be conducted in accordance with the Arbitration ▇▇▇ ▇▇▇▇; and
shall be required:
4.2.1 to give written notice to the Landlord and the Tenant inviting
each of them to submit to him within such time limits as he
shall reasonably stipulate a proposal for the Review Rent
supported by any or all of:
(A) a statement of reasons;
(B) a professional rental valuation;
(C) information in respect of any other matters they
consider relevant; and (separately and later)
(D) submissions in respect of each other's statement of
reasons, valuation and other matters; and
4.2.2 upon written request from the Landlord or the Tenant to assess
the Review Rent with a hearing and not solely upon the written
submissions and other matters referred to at paragraph 4.2.1
of this schedule 4; and
4.2.3 to give written notice to the Landlord and the Tenant if he
shall appoint a Solicitor or Counsel or expert to advise and
assist him on points of law and/or procedure and/or evidence
which notice shall include the name of the Solicitor or
Counsel or expert and details of their anticipated fees and
expenses and the Landlord or the Tenant shall notify the
Review Surveyor within a reasonable period if there is any
objection to such appointment or the level of such fees or
expenses and the Review Surveyor shall give reasonable
consideration to such representations.
4.3 if the Review Surveyor refuses to act, or is or becomes incapable of
acting or dies, the Landlord of the Tenant may apply to the President
for the appointment of another Review Surveyor.
5. If the Review Rent has not been agreed or assessed by the relevant
Review Date the Tenant shall:
5.1 continue to pay the Current Rent on account; and
43
5.2 pay the Landlord, within seven days after the agreement or assessment
of the Review Rent, any amount by which the Review Rent for the period
commencing on the relevant Review Date and ending on the quarter day
following the date of payment exceeds the Current Rent paid on account
for the same period, plus interest (but calculated at 2% per annum
above the Midland Bank Plc base lending rate then in force) for each
instalment of rent due on and after the relevant Review Date on the
difference between what would have been paid on that rent day had the
Review Rent been fixed and the amount paid on account (the interest
being payable from the date on which the instalment was due up to the
date of payment of the shortfall).
6. If any Enactment restricts the right to review rent or to recover an
increase in rent otherwise payable then, when the restriction is
released, the Landlord may, at any time within six months after the
date of release, give to the Tenant not less than one month's notice
requiring an additional rent review as at the next following quarter
day which shall for the purposes of this lease be a Review Date.
7. As soon as possible after any increase in rent is agreed or determined
pursuant to this Fourth Schedule, a memorandum recording the increase
shall be signed on behalf of the Landlord and the Tenant respectively
and exchanged between them.
44
THE FIFTH SCHEDULE
(Covenants etc.)
All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.
SIXTH SCHEDULE
(Authorised Guarantee Agreement)
The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:
1.1 the rent reserved by the Lease (whether or not ascertained as to
amount) and other sums payable by the Assignee shall be duly paid and
that all the tenant's obligations contained in the Lease shall be
performed and observed as required by the Lease and that if there is
any breach of the tenant's obligations the Assignor shall comply with
the obligations in respect of which the Assignee shall be in default
and shall on demand pay to the Landlord an amount equivalent to the
rents and other sums not paid and/or any loss damage costs charges
expenses or any other liability incurred or suffered by the Landlord as
a result of the breach and shall otherwise indemnify and hold harmless
the Landlord against all actions claims costs damages demands expenses
losses and proceedings arising from or incurred by the Landlord as a
result of such non-compliance;
1.2 if any liquidator or other person having power to do so disclaims the
Lease and if the Landlord by written notice served within three months
after the date of disclaimer (the "Relevant Trigger Event") requires
the Assignor to accept a lease of the Premises (for a term computed
from the date of the Relevant Trigger Event to the date on which the
Term (as defined in the Lease) would have expired by effluxion of time
and at the same rents and subject to the same covenants conditions and
provisions as are reserved by and contained in the Lease immediately
before the Relevant Trigger Event and with coincidental rent review
dates (as defined in the Lease) (the said new lease to take effect as
from the date of the Relevant Trigger Event) the Assignor shall
forthwith accept such lease accordingly and execute and deliver to the
Landlord a counterpart of it and indemnify the Landlord on demand
against the costs incurred on the grant of the new lease;
1.3 without prejudice to the rights of the Landlord against the Assignee
the Assignor shall be a principal debtor in respect of its obligations
under this clause and not merely a surety and accordingly the
Assignor's liability shall not be discharged by any act or thing by
which it would not have been discharged if the Assignor had been a
principal debtor;
45
1.4 the Assignor shall pay all charges (on a full indemnity basis)
reasonably incurred by the Landlord in enforcing the Assignor's
obligations under this deed.
2. The Landlord agrees with the Assignor that it will notify the Assignor
in writing within ten working days of receiving notice that the Lease
is no longer vested in the Assignee.
46
(THE COMMON SEAL of SUN
LIFE (PENSIONS MANAGEMENT
LIMITED (was hereunto
affixed in the presence of:
Director
Director/Secretary
47
DATED 1999
----- ----
SUN LIFE PENSIONS MANAGEMENT LIMITED
and
CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED
_________________________________________________
LEASE
of
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
_________________________________________________
NOTE: This Lease is a new tenancy for the purposes of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇▇-▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇-▇▇▇ ▇▇▇▇
Ref: 2065/2174/30794054
\\HERA\PG1\sjf\sun-life\Melbourn-Science-
Park\documents\LEASE_1999-06-22_unit-b4-
sjf_sun-life_BAKERL4.doc
1
THIS LEASE is made the _____ day of _____________ __, 1999
BETWEEN: __________________________________________
(1) SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (hereinafter
called the "Landlord") and
(2) CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇ (hereinafter called the "Tenant")
WITNESSETH as follows:
1. The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
particularly described in the First Schedule hereto together with the
Landlord's fixtures and fittings therein set out in the Second Schedule
hereto (all which premises are hereinafter referred to as the "Demised
Premises") TO HOLD the same unto the Tenant for the term of twelve
years subject to the provisions for earlier determination in Clause
4.17 from and including 25/th/ December 1998 (the "Term") PAYING
THEREFOR:
FIRSTLY, yearly and proportionately for any part of a year, the rent
specified in the Fourth Schedule, by equal quarterly payments in
advance on the usual quarter days in every year, the first such payment
or a proportionate part of it (being a proportionate part of the rent
specified in paragraph 2 of the Fourth Schedule from the date hereof to
the first anniversary of the date from which the Term is calculated,
after deduction of the quarterly instalments of such yearly rent
payable on the intervening usual quarter days) to be made on the date
hereof;
SECONDLY on demand by way of additional rent (and the Landlord's
remedies for recovering rent in arrears shall apply hereto) a sum
representing interest at the rate of four pounds per centum per annum
above the Midland Bank Plc base lending rate in force at the date the
rent falls due upon any payment of rent outstanding and unpaid upon the
date when the payment of rent fell due and upon any other sum or sums
of money payable under the terms of this Lease by the Tenant to the
Landlord which shall remain unpaid the interest to be charged from the
date upon which the payment of rent fell due or the said sum or sums
was or were (as the case may be) demanded in writing throughout the
entire period during which the payment of rent or other sum or sums
remain outstanding or unpaid Provided always that this Clause shall not
prejudice in any way the Landlord's right of re-entry contained in
Clause 4.1 hereof
THIRDLY as additional rent a proportionate part (hereinafter called
"the service rent") of the Maintenance Charge (which expression in this
Lease shall mean the aggregate in any one year of the costs expenses
provisions liabilities and payments properly incurred or
2
otherwise provided for by the Landlord in relation to the matters set
forth in the Third Schedule hereto) being subject to the following
terms and provisions:
1.1 the amount of the service rent shall be ascertained and certified
annually by a certificate (hereinafter called "the certificate") signed
by the Landlord or its Managing Agents (which expression in this Lease
shall mean the Agents (if any) nominated by the Landlord and for the
time being thereunder duly authorised by the Landlord and includes
their sub-agents to whom if requested by the Landlord in writing all
communications intended for the Landlord shall be addressed) so soon
after the end of the Landlord's financial year as may be practicable
and shall related to such year in manner hereinafter mentioned
1.2 the expression "the Landlord's financial year" shall mean the period
from the First day of April to the Thirty-first day of March or such
other annual period as the Landlord may in its discretion from time to
time determine
1.3 a copy of the certificate for each such financial year shall be
supplied by the Landlord to the Tenant on written request and without
charge to the Tenant
1.4 the certificate shall contain a fair and accurate summary of the
Landlord's said expenses and outgoings incurred by the Landlord during
the Landlord's financial year to which it relates and the certificate
(or a copy thereof duly certified by the person by whom the same was
given) shall be conclusive evidence for the purposes hereof of the
matters which it purports to certify save in case of manifest error or
mis-statement
1.5 the annual amount of the service rent payable by the Tenant as
aforesaid shall be:
(A) a percentage of the Maintenance Charge which is calculated by
comparing the gross internal floor area of the Demised
Premises with the total gross internal floor area of all
premises (including the Demised Premises) let or available for
letting (including any premises the freehold of which has been
sold by the Landlord but subject to the payment to the
Landlord of a service charge contribution) from time to time
on the Science Park (as defined in the First Schedule) and the
determination of such percentage by the Landlord or its
Managing Agents shall be final
(B) together with the whole of the insurance charge set forth in
Paragraph 15 of the Third Schedule
1.6 on the usual quarter days in each year during the Term the Tenant shall
pay to the Landlord such a sum (hereinafter referred to as "advance
payment") in advance and on account of the service rent for the
Landlord's financial year then current as the Landlord or its Managing
Agents shall from time to time specify to be fair and reasonable
1.7 within a reasonable period after the end of each Landlord's financial
year the Landlord
3
shall furnish to the Tenant an account of the service rent payable by
the Tenant for the year due credit being given therein for the advance
payments made by the Tenant in respect of the said year and upon the
furnishing of such account there shall be paid by the Tenant to the
Landlord the service rent or any balance found payable or there shall
be allowed or (after the expiry of the Term) repaid by the Landlord to
the Tenant any amount which may have been overpaid by the Tenant by way
of advance payment as the case may require PROVIDED ALWAYS that the
provisions of this sub-clause shall continue to apply notwithstanding
the expiration or sooner determination of the Term but only in respect
of the period down to such expiration or sooner determination as
aforesaid
1.8 it is hereby agreed and declared that the Landlord shall not be
entitled to re-enter under the provision in that behalf hereinafter
contained by reason only of the non payment by the Tenant of any
advance payment as aforesaid prior to the issue of the certificate for
the preceding financial year but nothing in this Clause or this Lease
contained shall disable the Landlord from maintaining an action against
the Tenant in respect of non payment of any such advance payment
notwithstanding that the certificate had not been issued at the time of
the proceedings subject nevertheless to proof in such proceedings by
the Landlord that the advance payment demanded and unpaid is of a fair
and reasonable amount having regard to the prospective service rent
ultimately payable by the Tenant
2. THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:
2.1 To pay Rent
To pay the rents hereby reserved and made payable on the days and in
manner aforesaid without any deductions or set off and (unless the
Landlord agrees otherwise) to pay the rent first reserved (together
with any VAT on it) by Banker's standing order.
2.2 To pay Outgoings
2.2.1 From time to time and at all times throughout the Term to pay
and discharge all existing and future rates taxes duties
charges community charges and assessments surcharges
impositions and outgoings whatsoever whether parliamentary
local or of any other description which now are or may at any
time during the Term be assessed imposed or charged upon or
payable in respect of the Demised Premises or any part thereof
or upon the owner or occupier in respect thereof or payable by
either in respect thereof and whether of national or local and
whether of a capital or revenue nature and even though of a
wholly novel character provided that the Tenant shall not in
any event be liable for any payments as shall be occasioned by
any development disposition of or dealing with the ownership of
any estate or interest expectant in reversion on the
determination of the Term or subject to Clause 4.6 hereof upon
the rents received by the Landlord
4
2.2.2 To pay all charges for water, gas and electricity (including
meter rents) consumed in the Demised Premises during the Term.
2.2.3 To keep the Demised Premises in rateable occupation during the
last three months of the Term or such longer period as The
Secretary of State may specify as "the standard period") for
the purpose of Section 42 of the Local Government Planning and
Land ▇▇▇ ▇▇▇▇
2.2.4 Immediately and in any case within seven days of receipt of any
proposal by the Valuation Officer or Rating Authority
respecting the rating assessment of the Demised Premises to
give notice thereof to the Landlord and not to agree to any
such proposal without the Landlord's written consent (such
consent not to be unreasonably withheld or delayed)
2.3 To repair and keep clean and tidy
2.3.1 Subject always to the proviso hereinafter appearing well and
substantially to repair cleanse maintain and keep in good and
substantial repair and condition the Demised Premises and
without prejudice to the generality of the foregoing well and
substantially to repair and keep in repair and maintain all
party walls (jointly with tenants of adjoining premises) and
all fencing and boundary walls lighting heating and ventilation
and drainage systems plate glazing water gas and other
installations fire fighting equipment and all other machinery
and Landlord's fixtures and fittings in the Demised Premises
and exclusively serving the same and all sewers drains channels
watercourses gutters rainwater and soil pipes and cables and
supply lines exclusively serving the same (damage by any of the
insured risks save where the insurance moneys shall be
irrecoverable in consequence of any act or default of the
Tenant or its agents licensees servants or invitees or damage
to the Tenant's trade fixtures fittings and stock (if any) only
excepted)
2.3.2 To keep the Demised Premises maintained to a good standard of
decorative order and properly clean and, as often as necessary
and at least once in every third year as to the exterior of the
Demised Premises and once in every fifth year as to the
interior of the Demised Premises and also in the last year of
the Term (but not twice in any period of 18 months), to
redecorate and treat the Demised Premises with appropriate
materials in a good and workmanlike manner (and during the last
year of the Term in a colour scheme and with materials approved
by the Landlord).
2.3.3 Without prejudice to the generality of the foregoing to clean
all glazing (both inside and outside and including frames) in
the Demised Premises as often as shall reasonably be necessary
but not less than once in every three months
5
2.3.4 To clean the brickwork cladding and other finishes in a
workmanlike manner as often as shall reasonably be considered
necessary by the Landlord
2.3.5 Immediately preceding the determination of the Term (howsoever
determined) to thoroughly clean and scour the external and
internal parts of the Demised Premises and leave the same clean
and secure in every respect on the last day of the Term
2.3.6 To make good all damage caused to the Demised Premises and all
other parts of the Science Park (as defined in the First
Schedule hereto) by the Tenant its servants agents or licensees
or caused in the furtherance of theft and within one month (or
within twenty-four hours in case of emergency) after service
upon the Tenant by the Landlord of a notice in writing
specifying any repairs for which the Tenant is responsible and
necessary to be done to commence and thereafter proceed
diligently to complete the execution of such repairs and if the
Tenant shall fail so to do the Landlord may execute such
repairs and the cost thereof shall be a debt due from the
Tenant to the Landlord and be forthwith recoverable by action
and the Landlord's remedies for recovering rent in arrears
shall apply hereto
2.3.7 To pay to the Landlord forthwith upon written demand (and the
Landlord's remedies for recovering rent in arrears shall apply
hereto) the reasonable cost to the Landlord of inspecting,
repairing, maintaining, renewing, replacing any party walls
separating the Demised Premises from any adjoining premises in
case of failure by the Tenant to comply with its obligations
under Clause 2.3.1. of this Lease
2.3.8 To take all steps necessary to prevent the freezing of water
pipes in the Demised Premises
PROVIDED ALWAYS that the Tenant shall not be liable hereunder for
latent or inherent defects in the Demised Premises.
2.4 Landlords discretion as to painting and repairs and of making
regulations
To abide by the decision of the Landlord or the Landlord's Managing
Agents as to whether and the time and manner in which any work ought
to be done pursuant to the covenants in sub-clause 2.3. of this
Clause and to comply with their reasonable directions in that behalf
and as to the mode of bringing telephone communication wires into the
Demised Premises and to abide by all reasonable regulations from time
to time in force (written details of which shall have first
been given to the Tenant) relating to the use of any parts of the
Science Park which the Tenant is entitled to use but which are not
included in the Demised Premises the Landlord being entitled to make
and from time to time amend any such regulations as it shall at its
discretion think appropriate for the preservation of the quality and
character of the Science Park and the amenities thereof
6
and the wellbeing of its occupants (including but without limiting the
generality of the foregoing regulations restricting the use of the
Science Park but not the Demised Premises for such periods as the
Landlord shall deem reasonably necessary or expedient in the interests
of safety expedition of repairs or decorations or otherwise)
2.5 Restriction on effluent and rubbish
2.5.1 Not to discharge into the drains of the Landlord any effluent
other than storm water or into the sewers of the Landlord any
effluent other than sewerage water and soil otherwise than as
authorised by licence issued by Anglian Water Plc or Geodesys
Limited or other drainage authority for the time being having
jurisdiction in relation to the Science Park and strictly in
compliance with all conditions regulations and requirements
attaching to such licence PROVIDED THAT the Tenant shall at all
times indemnify the Landlord in relation to any liability for
contamination or other costs, claims or damage whatsoever or
howsoever arising from and directly attributable to such
discharge and not to wash down vehicles of any type on any part
of the Science Park
2.5.2 To supply to the Landlord within 7 days of a request therefor a
copy of any licence obtained by the Tenant pursuant to Sub-
Clause 2.5.1. above.
2.5.3 Not to form any refuse dump or rubbish or scrap heap on the
Demised Premises or in any yard passageway staircase or balcony
adjacent thereto but to remove as frequently as reasonably
necessary all refuse rubbish and scrap and all used tin cans,
boxes and other containers which may have accumulated on the
Demised Premises and to use the refuse disposal receptacles (if
any) provided by Landlord and to keep the Demised Premises
generally free from weeds deposits of materials or refuse and
clean and tidy and not to bring or keep or suffer to be brought
or kept upon the Demised Premises or on any part of the Science
Park anything which is or may become untidy unclean unsightly
or in any way detrimental to the amenity of the neighbourhood
and within two working days to comply with the requirements of
any written notice from the Landlord to restore any amenity
injured as aforesaid and in the event of the Tenant failing to
comply with such notice the Landlord shall be entitled to enter
upon the Demised Premises or elsewhere on the Science Park and
carry out any works necessary to comply with such notice and to
recover the reasonable cost thereof from the Tenant which shall
at the option of the Landlord be recoverable from the Tenant as
rent in arrear
2.6 To permit entry for inspection
2.6.1 To permit the Landlord or the Landlord's Managing Agents or
such workmen as may be authorised in writing by them
respectively at all reasonable times within forty-eight hours
of notice in writing from the Landlord to the Tenant (except in
case of emergency when no notice shall be required) to enter
the Demised
7
Premises and take a plan and examine the state of repair and
condition of the same and to keep inventories of the fixtures
and things to be surrendered at the expiry of this Lease and
within one calendar month or sooner if requisite after notice
in writing to the Tenant of all defects and wants of reparation
for which the Tenant is liable under the covenants on his part
herein contained found on such examination shall have been
given or left at the Demised Premises to proceed diligently to
repair and make good the same according to such notice and the
covenants and conditions and in accordance with the
requirements of the Landlord or the Landlord's Managing Agents
and in case the Tenant shall make default in so doing within
one month of the service of such notice (or within twenty-four
hours in case of emergency in the opinion of the Landlord) it
shall be lawful for workmen and others to be employed by the
Landlord to enter upon the Demised Premises and repair and
restore in the same and all costs and expenses incurred thereby
and Value Added Tax thereon (including Surveyor's and other
professional fees) shall on demand be paid by the Tenant to the
Landlord and if not so paid shall be recoverable by the
Landlord as rent in arrear
2.6.2 To permit the Landlord or its Agents or workmen at all
reasonable times within forty-eight hours of notice in writing
from the Landlord to the Tenant (except in case of emergency
when no notice shall be required) to enter upon the Demised
Premises for the purpose of executing repairs, additions or
alterations, painting and redecoration to or upon any adjoining
or neighbouring premises or for making repairs, renewing or
connecting or cleansing any services belonging to or leading
from the same such persons causing as little inconvenience or
interruption to business as possible and making good to the
reasonable satisfaction of the Tenant all damage to the Demised
Premises thereby occasioned
2.6.3 The Tenant shall indemnify the Landlord from and against all
liability whatsoever including all actions proceedings costs
claims and demands brought or made against the Landlord under
or by virtue of the Defective Premises Act of 1972 or any Act
or Acts for the time being amending or replacing the same or
any regulations or orders made thereunder in the event of the
Landlord exercising the right to enter the Demised Premises to
carry out any description of maintenance or repair thereof
under the power contained in sub-clause 2.6.1. of this sub-
clause
2.7 Restrictions on Alterations
2.7.1 Not to make any structural alterations to the Demised Premises
or any part thereof nor to erect any new buildings or
extensions thereon and without prejudice to the generality of
the foregoing not to install any outlets for pipes, wires,
cables or flues through the walls, doors or windows of the
Demised Premises (save as hereinafter contained) Provided
always that the cutting of one or more doors or similar
openings in a wall or walls separating the Demised Premises
from any adjoining premises occupied by the Tenant shall not
for the purposes of this
8
sub-clause be regarded as a structural alteration and shall
require the consent of the Landlord under Clause 2.7.2
2.7.2 Not without the previous consent in writing of the Landlord
such consent no to be unreasonably withheld or delayed (and
then only in accordance with plans previously approved in
writing by the Landlord such approval not to be unreasonably
withheld or delayed and subject to conditions reasonably
imposed by and under the supervision and to the reasonable
satisfaction of the Landlord or its Surveyors or Architects) to
make any non-structural alterations or additions to the Demised
Premises (excepting the installation of or alterations to
internal demountable partitioning for which no consent will be
necessary) and if required by the Landlord to reinstate all
such approved alterations and modifications (including
demountable partitioning) at the end of the Term (or (if
earlier) in the case of works to create an opening in walls
separating the Demised Premises from adjoining premises
occupied by the Tenant the date on which the adjoining premises
cease to be occupied by the Tenant) to the reasonable
satisfaction of the Landlord or its Surveyor.
2.7.3 At the expiry of the Term (howsoever determined) (or (if
earlier) in the case of works to create an opening in walls
separating the Demised Premises from adjoining premises
occupied by the Tenant the date on which the adjoining premises
cease to be occupied by the Tenant) if and to the extent
required by the Landlord to remove all alterations or additions
made to the Demised Premises or any part by the Tenant or its
predecessors in title prior to the date of this lease pursuant
to any previous tenancy of the Demised Premises under which the
Tenant or any predecessor in title of the Tenant was permitted
to carry out alterations to the Demised Premises subject to a
liability to reinstate and where the Tenant or the predecessor
in title did not reinstate the alterations on the determination
of that tenancy and to restore and make good the Demised
Premises in a good and workmanlike manner to the condition and
design which existed before the alterations were made to the
reasonable satisfaction of the Landlord or its surveyor.
2.8 Not to affix heavy apparatus or exceed loads or overload services
2.8.1 Not to affix to the structure or any part of the Demised
Premises any heating apparatus ducting pipes or electric power
cables or any crane or hoist for the lifting or transport of
merchandise or other goods without the written permission of
the Landlord first obtained such permission not to be
unreasonably withheld or delayed such permission to be hereby
deemed and acknowledged in relation to any such apparatus pipes
cables crane or hoist affixed to the Demised Premises by the
Tenant prior to the date hereof pursuant to any previous lease.
2.8.2 Not to suspend or permit or suffer or be suspended any heavy
load from the
9
ceiling or main structure of the Demised Premises nor load or
use or permit or suffer to be loaded or used the floor
structure of the Demised Premises in any manner which will in
any way impose a weight or strain in excess of that which such
premises are constructed to bear with due margin for safety or
which will in any way strain or interfere with the structural
members thereof
2.8.3 Not to overload the services to the Demised Premises
2.8.4 To pay to the Landlord on demand all reasonable costs
reasonably incurred by the Landlord in obtaining the opinion of
a suitably qualified engineer as to whether the Tenant has been
in breach of this sub- clause 2.8 and the Landlord's remedies
for recovering rent in arrears shall apply hereto
2.9 Not to avoid insurance
2.9.1 Not to do or permit or suffer to be done anything (save that
the permitted use from time to time shall not be deemed to be a
breach of this covenant) whereby the policy or policies of
insurance of the Demised Premises and/or the adjoining or
neighbouring premises of the Landlord may become void or
voidable and to comply with all reasonable recommendations and
requirements of the insurers as to fire precautions relating to
the Demised Premises
2.9.2 To pay to the Landlord on demand any increased premium which
the Landlord may be reasonably required to pay under any
insurance policy in respect of the Demised Premises or any
other property of the Landlord arising from the user as
hereinafter mentioned of the Demised Premises and all such
payment shall be added to the rent hereinbefore reserved and
shall be recoverable as rent
2.9.3 In the event of the Demised Premises or any part thereof being
destroyed or damaged by any of the insured risks and the
insurance moneys under any insurance against the same effected
thereon by the Landlord being wholly or partly irrecoverable by
reason solely or in part of any act or default of the Tenant or
its agents licensees servants or invitees then and in every
such case the Tenant will forthwith (in addition to the said
rent) pay to the Landlord the irrecoverable proportion of the
cost of completely rebuilding and reinstating the same
2.9.4 Not to effect any policy of insurance of its own in respect of
risks covered by the insurance effected by the Landlord of the
Demised Premises (and in default any insurance money received
by or payable to the Tenant shall become the property of the
Landlord)
2.10 Dangerous substances
2.10.1 Not to keep or permit or suffer to be kept on the Demised
Premises any material,
10
liquid or gas of a dangerous combustible corrosive explosive
flammable radio-active or offensive nature otherwise than in
accordance with the provisions of any relevant Act or Acts of
Parliament or regulations made thereunder or issued by the Health
and Safety Executive or any other like statutory body for the
time being in force and after due notice to the Landlord and the
insurers of the Demised Premises and payment of every increased
or extra premium which ought properly to be paid and in any event
not to store in the Demised Premises materials the keeping of
which may contravene any statute, order or regulation or bye-law
2.10.2 If it shall be necessary for the Landlord or any tenant of any
unit adjoining the Demised Premises to carry out any work to such
adjoining unit as a result of the storage in the Demised Premises
or any of the substances mentioned in sub-clause 2.10.1 hereof
then the Tenant shall forthwith on demand pay to the Landlord or
such adjoining tenant the cost incurred in carrying out such work
as aforesaid
2.10.3 Within seven days of a request by the Landlord to supply to the
Landlord copies of any applications made by the Tenant to any
statutory or other authority or body for consent to keep any of
the matters referred to in sub-clause 2.10.1 hereof on the
Demised Premises together with copies of any licences issued
pursuant to any such applications
2.11 Dealings with the lease
2.11.1 Not to transfer, mortgage, charge, hold on trust for another,
underlet or otherwise part with possession of any part (as
distinct from the whole) of the Demised Premises or agree to do
so.
2.11.2 Not to transfer, hold on trust for another, underlet or otherwise
part with possession of the whole of the Demised Premises or
agree to do so, except that the Tenant may transfer or underlet
the whole of the Demised Premises if, before the transfer or
underletting is completed, the Tenant complies with the
conditions described in clause 2.11.3 or clause 2.11.4, as
applicable.
(Assignment)
2.11.3 The conditions (which are specified for the purposes of section
19(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and which operate
without prejudice to the Landlord's right to withhold consent on
any reasonable ground) applying to a transfer of the whole of the
Demised Premises are:
(A) that the Tenant enters into an authorised guarantee
agreement, as defined in section 16 of the Landlord and
Tenant (Covenants) ▇▇▇ ▇▇▇▇, with the Landlord in the form
of the draft set out in the Sixth Schedule hereto; and
11
(B) that any guarantor of the Tenant's obligations guarantees to
the Landlord that the Tenant will comply with the authorised
guarantee agreement in a form which the Landlord reasonably
requires; and
(C) that, subject as provided in paragraph (D) and if the
Landlord so reasonably requires, the proposed assignee
procures one, but not both, of the following:
(1) covenants with the Landlord by an additional guarantor
or guarantors approved by the Landlord (who shall act
reasonably in giving its approval), in terms having a
form and content reasonably required by the Landlord;
or
(2) a deposit with the Landlord of an amount in cleared
funds equal to half of the then current yearly rent
first reserved by this lease and an amount equal to VAT
on that amount, on terms which the Landlord reasonably
requires; and
(D) if the proposed transfer is to a Group Company (which
expression shall have the meaning set out in Section 42 of
the Landlord and Tenant Act 1954); and
(1) if the Tenant's obligations, or any them, are
guaranteed by another Group Company, that such Group
Company covenants with the Landlord terms having a form
and content reasonably required by the Landlord; or
(2) if the Tenant's obligations are not guaranteed by
another Group Company and if the transferee is not, in
the Landlords reasonable opinion, of equal financial
standing to the Tenant, that the proposed transferee
procures covenants by a Group Company other than the
Tenant and the transferee and which is, in the
Landlord's reasonable opinion, of equal financial
standing to the Tenant, in a form which the Landlord
reasonably requires; and
(3) whether or not paragraph (D)(1) or (2) applies, if the
Tenant's obligations, or any of them, are secured by a
security deposit, the proposed transferee procures a
deposit with the Landlord of the amount and on terms
described in paragraph (C)(2); and
(E) that the Landlord's consent, which will not be unreasonably
withheld, is obtained to, and within two months before, the
transfer.
(Underletting)
12
2.11.4 Not to underlet the whole of the Demised Premises except:
(A) to a person who has covenanted with the Landlord:
(1) to observe the Tenant's obligations in this Lease
(other than the payment of rents);
(2) not to transfer the whole of the Demised Premises
without the Landlord's consent (which shall not be
unreasonably withheld if the conditions which are
referred to in clause 2.11.3 are first satisfied); and
(3) not to transfer part of the Demised Premises or to
underlet or otherwise part with possession or share the
occupation of the Demised Premises or any part of them;
(B) by reserving as a yearly rent, without payment of a fine or
premium, an amount equal to their then open market rack
rental value such rent to be approved by the Landlord (who
shall not unreasonably withhold it) and to be payable by
equal quarterly instalments in advance on the usual quarter
days and by reserving, as additional rents, amounts equal to
and payable at the same times as the other rents reserved by
this lease;
(C) by a form of underlease (which does not express any sum to
be payable by reference to a percentage or proportion of the
rent or any other sum payable under this lease, but which
requires it to be payable and assessed in accordance with
the same principles as are required by this lease) to be
approved by the Landlord, such approval not to be
unreasonably withheld;
(D) by a form of underlease which requires:
(1) the principal rent reserved by it to be reviewed
upwards only at each of those Review Dates which will
occur during the sub-term, in accordance with the same
principles which apply to rent reviews under this
lease;
(2) the underlessee to observe the Tenant's obligations
(other than the obligation to pay rents under this
lease) to the extent they relate to the Demised
Premises and containing:
(a) a condition for re-entry by the underlessor on
breach of any obligation by the underlessee;
(b) a qualified covenant not to transfer the whole of
the
13
Demised Premises (subject to prior compliance with
conditions as set out in clause 2.11.3) and an
unqualified covenant not to transfer part of the
Demised Premises or to underlet or otherwise part
with possession or share the occupation of the
Demised Premises or any part of them;
(c) an agreement excluding sections 24 to 28 inclusive
of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in relation to
the underlease, pursuant to an Order duly made
under section 38(4) of that Act; and
(E) with the Landlord's consent, issued within two months before
completion of the underletting, which consent (subject to
compliance with the foregoing conditions precedent shall not
be unreasonably withheld.
2.11.5 To enforce the observance by every underlessee of the provisions
of the underlease and not expressly or impliedly to waive any
breach of them, nor to vary the terms of any underlease.
2.11.6 Not to agree any reviewed rent payable under an underlease until
the principal rent reserved by this Lease has been reviewed and
agreed in accordance with the provisions of the Fourth Schedule
hereto.
(Sharing occupation)
2.11.7 Not to share the occupation of the Demised Premises or any part
of them.
2.12 Notifying Landlord of dealings with the lease
2.12.1 Within ten working days after any disposition or devolution of
this lease, or of any estate or interest in or derived out of it,
to give the Landlord notice of the relevant transaction with a
certified copy of the relevant document, and to pay the Landlord
a fair and reasonable fee of not less than twenty five pounds for
registering each notice.
2.12.2 To notify the Landlord of particulars of the determination of
every rent review under any underlease of the Demised Premises
within fourteen days after the date of determination.
2.13 To pay costs of notices and consents and orders
2.13.1 To pay all proper and reasonable costs charges and expenses
(including Solicitors costs and Surveyors fees) incurred by the
Landlord in any proceedings under Section 146 and 147 of the Law
of Property ▇▇▇ ▇▇▇▇ or any statutory provision
14
replacing the same notwithstanding that forfeiture is avoided
otherwise than by relief granted by the Court
2.13.2 To reimburse to the Landlord on demand all proper and reasonable
fees costs charges and expenses incurred or suffered by the
Landlord arising out of or in connection with or incidental to
any application or request by the Tenant in connection with the
Demised Premises or any provisions of this Lease whether or not
the same shall be proceeded with by the Tenant or shall be
granted subject to conditions or arising out of or in connection
with any steps in connection with the preparation and service of
a Schedule of Dilapidations during or within ninety days after
the expiry of sooner determination of the Term or within ninety
days after the Tenant vacates the Demised Premises whichever
shall be the later (but in relation only to dilapidations
occurring during the Term)
2.13.3 To pay all proper and reasonable legal costs and disbursements
incurred by the Landlord in the recovery of arrears of rent and
any other monies due hereunder from the Tenant to the Landlord
and proceedings in connection therewith
2.14 User
2.14.1 Subject to sub-clause 2.16 hereof to use the Demised Premises for
such use within Class B1 of the Town and Country Planning (Use
Classes) Order 1987 as shall be first approved in writing by the
Landlord (such consent not to be unreasonably withheld or delayed
where the proposed use is compatible with uses on a Science Park
and does not conflict with good estate management) and for no
other purpose
2.14.2 Not to use the car parking spaces on the Science Park allocated
to the Tenant pursuant to the provisions of the First Schedule
otherwise than for parking private motor cars of the Tenant its
employees and visitors
2.15 Advertisements and signs
2.15.1 Not to affix or permit to be affixed or exhibited to or upon any
part of the exterior of the Demised Premises or on the interior
visible from the exterior any placard poster sign notice or
advertisement save those of a type size and in positions approved
in writing by the Landlord
2.15.2 At the end of the Term (howsoever determined) and if so required
by the Landlord to remove such placard poster sign or
advertisement from the Demised Premise and to make good to the
reasonable satisfaction of the Landlord or its Surveyors any
damage caused to the Demised Premises by such removal
2.15.3 Always to display and maintain a suitable sign in a location
reasonably prescribed by the Landlord showing the name (or
trading name) of every permitted occupier
15
of the Demised Premises
2.16 To comply with statutory provisions
2.16.1 At all times during the Term to observe and comply in all
respects with the provisions and requirements of any and every
enactment (which expression in this covenant includes as well any
and every Act of Parliament already or hereafter to be passed as
any and every order regulation and bye-law already or hereafter
to be made under or in pursuance of any such Act) so far as they
relate to or affect the user of the Demised Premises or any
additions or improvements thereto or the user thereof for the
purpose of any manufacture process trade or business or the
employment therein of any person or persons or any fixtures
machinery plant or chattels for the time being affixed thereto or
being thereupon or used for the purposed thereof and to execute
all works and provide and maintain all arrangements which by or
under any enactment or by any government department local
authority or other public authority or duly authorised officer or
court of competent jurisdiction acting under or in pursuance of
any enactment are or may be directed or required to be executed
provided and maintained at any time during the Term upon or in
respect of the user of the Demised Premises or any additions or
improvements thereto or in respect of any such user thereof or
employment therein of any person or persons for fixtures
machinery plant or chattels as aforesaid whether by the Landlord
or Tenant thereof and to indemnify the Landlord at all times
against all costs charges and expenses of or incidental to the
execution of any works or the provision or maintenance of any
arrangements so directed or required as aforesaid and not at any
time during the Term to do or omit or suffer to be done or
omitted on or about the Demised Premises any act or thing by
reason of which the Landlord may under any enactment incur or
have imposed upon him or become liable to pay penalty damages
compensation costs charges or expenses and to keep the Landlord
effectually indemnified against all such compensation damages
penalties costs charges or expenses
2.16.2 At all times during the Term to comply in all respects with the
provisions and requirements of any Town and Country Planning Act
or Acts for the time being in force and any regulations and
orders made thereunder and all licences consents permissions (to
the extent such permissions shall be implemented) and conditions
(if any) granted or imposed thereunder or under any enactment
repealed thereby so far as the same respectively relate to or
affect the Demised Premises or any part thereof or any operations
works act or things already or hereafter to be carried out
executed or done or omitted thereon or the use thereof for any
purpose and before making any applications to the Local Authority
for planning permission or bye-law consent to obtain the consent
in writing of the Landlord (which consent shall not be
unreasonably withheld or delayed) to such application and to
provide the Landlord with copies of the relevant application and
accompanying drawings and on the granting of such planning
permission or bye-law consent to supply
16
copies thereof to the Landlord
2.16.3 Unless the Landlord shall otherwise direct to carry out before
the expiration or sooner determination of the Term any works
stipulated to be carried out to the Demised Premises by a date
subsequent to such expiration or sooner determination as a
condition of any planning permission which may have been granted
and acted upon by the Tenant during the Term
2.16.4 To give notice to the Landlord as soon as reasonably practicable
after receipt of the same of any notice order or proposal for a
notice or order served on the Tenant under any legislation and if
so reasonably required by the Landlord to produce the same and at
the request and cost of the Landlord to make or join in making
such objections or representations in respect of any proposals as
the Landlord may reasonably require
2.16.5 At all times during the Term to comply with all requirements from
time to time of the appropriate authority in relation to means of
escape from the Demised Premises in case of fire and at the
expense of the Tenant to keep the Demised Premises sufficiently
supplied and equipped with fire fighting and extinguishing
apparatus and appliances of a type to be approved from time to
time by the relevant Fire Authority and suitable in all respect
to the type of user of or business manufacture process or trade
carried on upon the Demised Premises which shall be open to the
inspection of the Landlord and also not to obstruct the access to
or means of working such apparatus and appliances by their
operations at or connected with the Demised Premises
2.17 Restriction on nuisance and auctions
2.17.1 Not to use the Demised Premises or any part thereof for any
immoral purpose or for any noisy noisome dangerous or offensive
trade business manufacture operation or occupation provided that
the permitted user from time to time shall be deemed not to be in
breach of this clause and also not to do or permit to be done
thereon anything which may be or grow to the damage nuisance
disturbance or annoyance of the Landlord or the occupiers of any
adjoining or neighbouring premises or permit any sale by auction
to be held upon the Demised Premises or any part thereof or
permit the Demised Premises to be used for residential purposes
or as sleeping accommodation
2.17.2 To pay to the Landlord all proper and reasonable costs charges
and expenses which may properly and reasonably be incurred by the
Landlord in abating a nuisance caused by the Tenant or its
servants licensees or customers and executing all such works as
may be necessary for abating a nuisance in obedience to a notice
served by a local or public authority on the Landlord or the
Tenant in respect of the Demised Premises
17
2.17.3 Not at any time to permit any musical instrument gramaphone or
similar apparatus to be played or used on the Demised Premises so
as to be audible from outside the Demised Premises
2.17.4 Sound insulation
To comply in all respects with any scheme or requirement which
may be imposed by the Local Planning Authority in connection with
the sound insulation of all plant and machinery
2.17.5 Restriction on noise
Without prejudice to the preceding provisions of this Clause 2.17
hereof to ensure that the noise from operations conducted on the
Demised Premises shall not exceed
40 db (A) between 08.00 hours and 18.00 hours
35 db (A) between 18.00 hours and 22.00 hours
and
30 db (A) between 22.00 hours and 08.00 hours
all as measured on the boundary of the Science Park
2.18 To yield up
On the expiration or sooner determination of the Term peaceably to yield up
to the Landlord the Demised Premises in a good and tenantable state of
repair and condition and decoration in accordance with the covenants by the
Tenant herein contained together with all additions and improvements
thereto and the keys and all Landlord's fixtures and fittings of every kind
now in or upon the Demised Premises or which during the Term may be affixed
or fastened to or upon the same all of which shall be at the expiration or
sooner determination of the Term left complete with all parts and
appurtenances thereof and in proper working order and condition PROVIDED
ALWAYS that the foregoing covenants shall not apply to any articles held by
the Tenant on hire nor to the Tenant's fixtures and fittings and to make
good any damage caused to the Demised Premises by the removal of tenants
and trade fixtures and fittings AND PROVIDED FURTHER that if so required by
the Landlord the Tenant will remove from the Demised Premises such of the
Tenant's fixtures and fittings as are then installed in the Demised
Premises as the Landlord shall specify to be removed making good all damage
caused thereby to the Landlord's satisfaction and reinstating the Demised
Premises to their original condition
18
PROVIDED FURTHER that the Tenant may from time to time (but only with
previous consent of the Landlord) substitute for any of the Landlord's
fixtures and fittings other fixtures and fittings of at least as good a
kind and quality as the Landlord's fixtures and fittings and not less
suitable in character
2.19 Indemnity of the Landlord
To indemnify and keep indemnified the Landlord from and against liability
for all loss damage actions proceedings claims demands costs damages and
expenses of whatever nature in respect of any injury to or the death of any
person or damage to any property movable or immovable or in respect of the
infringement disturbance or destruction of any right easement or privilege
or otherwise by reason of or arising in any way directly or indirectly out
of:
2.19.1 the state of repair or condition of the Demised Premises insofar
as the Tenant is liable for such state or condition under the
covenants herein contained
2.19.2 the act omission or default of the Tenant its agents employees
customers invitees or visitors whilst on or about the Science
Park or the Demised Premises
2.19.3 the construction or existence of any extensions of or alterations
to the Demised Premises carried out by or on behalf of the Tenant
2.19.4 the user of the Demised Premises and other areas of the Science
Park by the Tenant or its agents employees invitees or visitors
2.19.5 anything now or hereafter attached to or on the Demised Premises
or the Science Park by or on behalf of the Tenant
2.20 Not to obstruct
2.20.1 Not to expose or place or permit or suffer to be exposed or
placed any goods articles or things whatsoever outside the
Demised Premises or upon any part of the Science Park and to keep
the same free from obstruction of any kind
2.20.2 Not to stop up darken or obstruct any windows or lights or
ventilators belonging to the Landlord or to other tenants of the
Landlord or to tenants of other units on the Science Park or
other property adjoining the Demised Premises and not to stop up
cover or obstruct access to any services on the Science Park or
to any fire escapes and not to give to any third party any
acknowledgement that the Tenant enjoys the access of light or air
to any windows or openings in the Demised Premises by the consent
of such third party or to pay any sum of money to or enter into
agreement with such third party for the purpose of inducing or
binding him to abstain from obstructing the access of light or
air to any such windows or lights or
19
ventilators and in the event that any such third party doing or
threatening to do anything which obstructs or would obstruct such
access of light or air forthwith in writing to notify the same to
the Landlord
2.20.3 Prevention of acquisition of easements
Without prejudice to sub-clause 2.20.2 above not to permit or
suffer any owner of adjoining or neighbouring property to acquire
any rights of way light or air or other easements over the
Demised Premises but as soon as the Tenant becomes aware thereof
to inform the Landlord or the Landlord's Managing Agents in
writing of any act or thing which may result in the acquisition
of any right or privilege over the Demised Premises (for the
purpose of enabling the Landlord if it thinks fit to do anything
necessary for preventing the acquisition of any such right or
privilege and to permit the Landlord and the Landlord's Managing
Agents to enter and examine the Demised Premises accordingly) and
at the sole cost of the Landlord to join with the Landlord in
taking such steps or action as may be reasonably required by the
Landlord to prevent any such right or privilege from being
acquired
2.21 To notify Landlord of defects and damage
2.21.1 To notify the Landlord without delay upon becoming aware of any
"relevant defects" of which it is aware in the state of the
Demised Premises within the meaning of Section 4 of the Defective
Premises Act 1972 or any statutory modification or re-enactment
thereof and (without prejudice to the foregoing) to give notice
thereof as soon as reasonably practicable to the Landlord of any
notice or claim affecting the Demised Premises
2.21.2 In the event of the Demised Premises being destroyed or damaged
to give notice thereof immediately to the Landlord or the
Landlord's Managing Agents stating the cause of such destruction
or damage if the Tenant can in fact determine the cause
2.22 For sale or to let boards
To permit the Landlord and its surveyors workmen and agents at any time
during the Term for the purpose of selling or disposing of Landlord's
reversionary interest or at any time within six calendar months next before
the expiration or sooner determination of the Term for the purpose of re-
letting the Demised Premises to enter upon the Demised Premises and to
affix and retain upon any suitable part thereof (but not so as to block any
door or window) a notice board for selling or letting the same (without or
without any other premises) as the case may be and the Tenant will not
remove or obscure the same and will at all times throughout the Term permit
all prospective purchasers or tenants by order in writing of the Landlord
or its agents to enter and view the Demised Premises or
20
any part thereof at reasonable hours in the daytime by prior appointment
without interruption
2.23 Covenants
To comply with those covenants and other matters affecting the Demised
Premises and not to interfere with those rights easements or other matters
(if any) affecting the Demised Premises as (in each case) are contained or
referred to in the documents referred to in the Fifth Schedule.
3. THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:
3.1 Quiet enjoyment
That the Tenant paying the rents hereby reserved and observing and
performing the several covenants and stipulations on its part herein
contained shall peaceably hold and enjoy the Demised Premises during the
Term without any interference of the Landlord or any person rightfully
claiming under or in trust for him or by title paramount
3.2 To insure
3.2.1 Subject to such limitations exclusions and excesses as are required
by the insurers normal terms of insurance to keep insured at all
times throughout the Term the Demised Premises (with the Tenant's
interest being noted upon the policy of insurance if the insurers
so permit) against loss or damage by fire explosion lightning storm
and tempest riot civil commotion and aircraft and articles dropped
therefrom and (where appropriate) flooding impact by vehicle escape
of water from burst pipes or other water apparatus (and in time of
war against war risks under any statutory insurance scheme which
may be applicable to the Demised Premises) the cost of shoring up
demolition and site clearance and against such other risks as the
Landlord may from time to time reasonably require together with
surveyors and architect's fees and three years loss of rent (to
include not only the rent currently payable but having reasonable
regard to potential increases in rent pursuant to the Fourth
Schedule and with any addition to the amount insured as the
Landlord may reasonably decide in respect of VAT) in some insurance
office of repute to a value equal to the full cost of reinstatement
thereof but not necessarily facsimile reinstatement in accordance
with local and statutory requirements then current and against loss
of or damage to property or personal injury arising by reason of
the condition of the Demised Premises or any part thereof or any
building erected thereon or anything done therein and to make all
payments necessary for that purpose when the same shall
respectively become payable and unless the policy of insurance
shall be vitiated by act or default of the Tenant or its agents
licensees servants or invitees to cause all monies received by
virtue of any such insurance (save any monies received in respect
of loss of rent)
21
to be forthwith laid out in rebuilding and reinstating the Demised
Premises in the event of the Demised Premises being damaged or
destroyed as aforesaid unless the Landlord is unable having used
its best endeavours (which the Landlord agrees to do) to obtain
permission for such rebuilding or reinstatement of the Demised
Premises whereupon this demise shall forthwith be at an end without
prejudice to any right of action of the Landlord or the Tenant in
respect of any antecedent breach of covenant Provided that the
Tenant shall have no claim in respect of the said insurance monies
3.2.2 Whenever reasonably so required by the Tenant to supply to the
Tenant sufficient details of such policy or policies of insurance
to enable the Tenant to comply with the terms and conditions
thereof together with evidence of payment of the premium
3.3 To use all reasonable endeavours to do such of the things and to provide
such of the services specified in the Third Schedule hereto as the
Landlord or Landlord's Managing Agents from time to time shall deem
appropriate and to use its like endeavours to enforce the covenant to
contribute to the expenses referred to in the Third Schedule which are
contained in leases of other premises on the Science Park (as defined in
the First Schedule hereto)
3.4 Unless the Landlord reasonably considers it not to be in the interest of
other tenants on the Science Park (as defined as aforesaid) to use
reasonable endeavours at the Tenant's request to enforce the covenants
contained in leases of other premises on the Science Park (as so defined)
the Tenant indemnifying the Landlord against its expenses properly
incurred in so far as they are not recoverable under the provisions of the
other leases (or otherwise)
4. PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS:
4.1 Notwithstanding and without prejudice to any other remedies and powers
herein contained or otherwise available to the Landlord if the rents
reserved or any part thereof shall be unpaid for twenty-one days after
becoming payable whether formally demanded or not or if any covenant on
the Tenant's part or condition contained in this Lease shall not be
performed or observed or if the Tenant for the time being (being a
company) shall enter into liquidation whether compulsory or voluntary
(save for the purpose of reconstruction or amalgamation whilst solvent) or
pass a resolution for winding up (save as aforesaid) or suffer an
administrator or an administrative receiver to be appointed or being an
individual or being more than one individual any one of them shall have a
receiving order made against him or become bankrupt or if the Tenant (or
if there shall be more than one Tenant any of them) shall enter into
composition with their or his creditors or suffer any distress or
execution to be levied on their or his goods then and in any such case it
shall be lawful for the Landlord at any time thereafter to re-enter upon
the Demised Premises or any part thereof in the name of the whole and
thereupon this demise
22
shall absolutely determine but without prejudice to any right of action or
remedy of the Landlord in respect of any breach non-observance or non-
performance of any of the Tenant's covenants or any conditions herein
contained
4.2 Notices
Any notice under this Lease shall be in writing and shall be deemed well
served if posted to the Registered Office of the recipient or if an
individual at his last known address or in the case of the service on the
Tenant at the Demised Premises by first class post recorded delivery in
which case the date of service shall be the day following the date of
posting
4.3 Waiver
No demand for or acceptance of or receipt for rent by the Landlord after
knowledge or notice received by the Landlord or his agents of any breach
of any of the Tenant's covenants hereunder shall be or operate as a waiver
wholly or partially of any such breach but any such breach shall for all
purposes of these presents be a continuing breach of covenant so long as
such breach shall be subsisting and the Tenant shall not be entitled to
set up any such demand or acceptance of or receipt for rent by the
Landlord as a defence in any action or proceeding by the Landlord
4.4 Representations
The Tenant hereby admits that the Demised Premises have been inspected by
it or on its behalf and the Tenant has entered into this Lease solely on
the basis of such inspection and upon the terms hereof and not in reliance
of any collateral contract warranty or representation whether written oral
or implied made by or on behalf of the Landlord other than any made by the
Landlord's Solicitors in reply to any enquiries raised by the Tenant's
Solicitors prior to the date hereof
4.5 Value Added Tax
For the avoidance of doubt it is hereby declared that where any party has
an obligation to make payment of any amount hereunder including (without
prejudice to the generality of the foregoing) the rents hereby reserved
and any Value Added Tax (or other like tax excise or custom or other duty)
becomes payable in respect of the supply of any goods or services to which
such amount relates or by reference to which in whole or in part such
amount is ascertained then the obligation shall extend to and include the
Value Added Tax (or other like tax as hereinbefore mentioned) or the
appropriate proportion thereof
4.6 Rent abatement
If the Demised Premises or any part thereof shall at any time during the
Term be destroyed or so damaged by fire or other insured risk as to be
unfit for occupation or use
23
then and in any such case unless the insurance of the Demised Premises
shall have been forfeited or payment of the said policy monies or any part
thereof refused by or in consequence of any act or default of the Tenant
their licensees or agents the rent hereby reserved (without prejudice to
any monies owing to the Landlord at the date of such damage or
destruction) or a fair and just proportion thereof according to the nature
and extent of the damage sustained shall from the date of such damage or
destruction and until the Demised Premises shall have been rebuilt or
reinstated and made fit for occupation or until the end of the period for
which the Landlord shall have initiated loss of rent insurance (whichever
shall first occur) be suspended and cease to be payable
4.7 Ending of the lease following major damage
If at any time the Demised Premises shall be destroyed or damaged and
shall not have been reinstated by the Landlord by the date on which the
insurance for loss of rent effected by the Landlord expires the Tenant may
at any time thereafter by notice in writing to the Landlord determine this
Lease and on the tenth working day following the service of such notice
this Lease shall determine but without prejudice to any rights or remedies
which may then have accrued in respect of any breach of any of the
covenants or provisions contained therein provided that the Tenant may not
determine this Lease if the Landlord had by the date falling two years and
6 months from the date of destruction or damage commenced and is
diligently proceeding with the carrying out of works to replace the
damaged or destroyed parts of the Demised Premises
4.8 Construction (Design and Management) Regulations 1994
4.81. In this clause:
(A) the expression "Regulations" means the Construction (Design
and Management) Regulations 1994 and any expressions appearing
in this clause which are defined in the Regulations have the
same meaning; and
(B) the expression "relevant work" means any construction work
which is undertaken by the Tenant or by a person claiming
under it pursuant to an obligation or a right (whether or not
requiring the Landlord's consent) under this lease and for the
purposes of the Regulations the Tenant irrevocably
acknowledges that it, and not the Landlord, arranges the
design, carrying out and construction of relevant work.
4.8.2 The Tenant irrevocably acknowledges that it will be the only client
in respect of any relevant work.
4.8.3 Before any relevant work is commenced the Tenant shall make a
declaration in accordance with Regulation 4(4) and shall forthwith
serve it on the Executive and a copy of it on the Landlord.
24
4.8.4 The Tenant shall comply with its obligations as client in respect
of any relevant work.
4.8.5 The Tenant shall promptly provide the Landlord with a complete copy
of the health and safety file for all relevant work and (no later
than the expiry of the Term) the original health and safety file.
4.8.6 The provisions of this clause 4.8 shall apply notwithstanding that
any consent issued by the Landlord in respect of any relevant work
does not refer to the said provisions or to the Regulations.
4.9 Restriction on acquisition of easements
The Tenant shall not by virtue of this demise be deemed to have acquired
or be entitled to nor shall it during the Term acquire or become entitled
by any means whatever in respect of the Demised Premises to any right of
light or air nor any other easement from or over or affecting any other
land or premises now or at any time hereafter belonging to the Landlord
and not comprised in this demise save such as is necessary for the
carrying on of the Tenant's business in the Demised Premises
4.10 Warranty
Nothing herein contained or implied shall be taken to be a covenant
warranty or representation by the Landlord that the Demised Premises can
lawfully be used for any particular purpose or that the Demised Premises
are fit for any purpose for which the Tenant may use them
4.11 Remedies for dilapidations in the state
If at the expiration or sooner determination of the Term the Demised
Premises are not in the state of repair and condition in which they should
be having regard to the Tenant's covenants herein contained the Tenant
shall (if so required by the Landlord) pay to the Landlord on demand by
way of liquidated damages:
4.11.1 such sum as shall be agreed between the parties and in default of
agreement as shall be certified by an independent chartered
surveyor to be appointed by the Landlord to represent in his
opinion:
(A) the cost of putting the Demised Premises into the state of
repair and condition in which they should be as aforesaid and
(B) the rent that would have been payable under this Lease if the
Term had been extended for such period as is reasonably
necessary to put the
25
Demised Premises into the state of repair and condition in
which they should be as aforesaid and
4.11.2 the reasonable fees of the Landlord or its agent for the
preparation and service of a Schedule of Dilapidations and of the
said independent chartered surveyor for the preparation and issue
of the said certificate
4.12 Removal of Tenant's property
If at such time as the Tenant has vacated the Demised Premises after the
determination of the Term either by effluxion of time or otherwise any
property of the Tenant shall remain in or on the Demised Premises and the
Tenant shall fail to remove the same within twenty-eight days after being
requested by the Landlord so to do by a notice in that behalf then and in
such case the Landlord may as the agent of the Tenant (and the Landlord is
hereby appointed by the Tenant to act in that behalf) sell such property
and shall then hold the proceeds of sale after deducting the reasonable
costs and expenses of removal storage and sale reasonably and properly
incurred by it to the order of the Tenant PROVIDED THAT the Tenant will
indemnify the Landlord against any liability incurred by it to any third
party whose property shall have been sold by the Landlord in the bona fide
mistaken belief (which shall be presumed unless the contrary be proved)
that such property belonged to the Tenant and was liable to be dealt with
as such pursuant to this sub-clause
4.13 Party Walls
All walls separating the Demised Premises from any adjoining premises
shall be party walls and shall be used and repaired and maintained as such
and all ceiling joists beams slabs floors and walls separating the Demised
Premises from any adjoining premises shall be party structures and shall
be used and repaired and maintained as such
4.14 No liability for injury etc
The Landlord shall not be responsible to the Tenant or its servants or
visitors for any injury death damage destruction caused by natural or
consequential loss whether to person property or goods due directly or
indirectly to any act neglect or default of any other tenant or permitted
occupier for the time being of the Science Park or to the condition of the
Demised Premises or any of its appurtenances
4.15 Powers of Landlord's Managing Agents
The obligations of the Tenant under this Lease shall be enforceable in
case of default as well by the Landlord's Managing Agents in their own
name as by the Landlord
4.16 No compensation
26
If the Lease hereby granted is within Part II of the Landlord and ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ then subject to the provisions of sub-clause (2) of Section 38 of
that Act the Tenant shall not be entitled on quitting the Demised Premises
to any compensation under Section 37 of the same act or under any
corresponding provision in any Act or under any corresponding provision in
any Act amending or replacing the same
4.17 Tenant's right to break
4.17.1 The Tenant may (subject to the provisions of this clause) determine
this lease as at 24/th/ December 2009 (the "Break Date").
4.17.2 The Tenant shall give the Landlord written notice of its intention
to determine at least thirteen months before the Break Date.
4.17.3 If the Tenant duly serves a notice under this clause it shall
procure that vacant possession of the Demised Premises will be
available on the Break Date free of occupation by and of any estate
or interest vested in the Tenant or any third party and this lease
shall not determine as a result of any notice served by the Tenant
if it is in material breach of any of its covenants contained in
this lease (including those contained in this clause) at the Break
Date except to the extent if at all the Landlord in its absolute
discretion waives compliance with any of them.
4.17.4 If a notice is duly served and the requirements of paragraph 4.17.3
of this clause are first satisfied this lease shall determine on
the Break Date without prejudice to:
(A) any rights or remedies which may have accrued to either party
in respect of any breach of any of the covenants or
obligations contained in it including obligations under this
clause which shall continue to bind the parties; and
(B) the continuing obligation of the parties to account to one
another on demand for any payment or allowance apportioned up
to the date of determination as soon as reasonably possible
thereafter.
4.17.5 Time is of the essence of all dates and periods referred to in this
clause.
4.18 Freedom to deal with Science Park
The Landlord may at any time or times hereafter convey demise or otherwise
deal with all or any of the Science Park (as defined in the First Schedule
hereto) free from all or any of the covenants and conditions herein
contained or subject to any other covenants conditions or otherwise as the
Landlord thinks fit
27
4.19 Overriding lease
If, during the Term, the Landlord grants a tenancy of the reversion
immediately expectant on the determination of this lease, whether pursuant
to section 19 Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇ or otherwise, any
obligation of the Tenant to obtain the consent of the Landlord under this
lease to any dealing shall be deemed to include a further obligation also
to obtain the consent of the lessor under such tenancy to such a dealing.
4.20 Application of Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇
This lease is a new tenancy for the purposes of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇.
4.21 Stamp duty certificate
It is hereby certified that there is no agreement for lease to which this
lease give effect.
5. INTERPRETATION
In this lease:
5.1 The singular includes the plural and vice versa and one gender includes
both other genders.
5.2 Where a party comprises more than one person, obligations of that party
take effect as joint and several obligations.
5.3 An obligation by the Tenant not to do (or omit) any act or thing also
operates as an obligation not to permit or suffer it to be done (or
omitted) and to prevent (or as the case may be) to require it being done.
5.4 References to:
(A) any clause or schedule are reference to the relevant clause or
schedule of this lease and any reference to a sub-clause or
paragraph is a reference to that sub-clause or paragraph of
the clause or schedule in which the reference appears and
headings shall not affect the construction of this lease;
(B) any right of (or obligation to permit) the Landlord to enter
the Demised Premises shall also be construed as entitling the
Landlord to remain on the Demised Premises, with or without
equipment, and permitting such right to be exercised by all
persons authorised by the Landlord;
(C) any consent or approval of the Landlord, or words to similar
effect mean a
28
consent in writing signed by or on behalf of the Landlord and
given before the act requiring consent or approval;
(D) the Demised Premises (except in clause 2.11) extend, where the
context permits, to any part of the Premises;
(E) a specific Enactment include every statutory modification,
consolidation and re- enactment and statutory extension of it
for the time being in force, except in relation to the Town
and Country Planning (Use Classes) Order 1987, which shall be
interpreted exclusively by reference to the original
provisions of Statutory Instrument 1987 No 764 whether or not
it may have been revoked or modified;
(F) the last year of the Term includes the final year of the Term
if this lease determines otherwise than by passing of time and
references to the expiry of the Term include that type of
determination;
(G) rents or other sums being due from the Tenant to the Landlord
mean that they are exclusive of any VAT.
IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below
29
THE FIRST SCHEDULE
hereinbefore referred to
(Description of the Demised Premises)
ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B5 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and the ceilings of the unit
and the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached
TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:
(i) with or without vehicles to pass and ▇▇▇▇▇▇ to and from the Demised
Premises or any part thereof and the public highway over and along such
roads as may from time to time during the Term be constructed upon the
Science Park but not at any time to park thereon and on foot to pass
and ▇▇▇▇▇▇ to and from the Demised Premises or any part thereof from
such roads
(ii) upon reasonable notice being given to the Landlord to enter upon the
adjoining or neighbouring property of the Landlord where the same is
necessary for the purpose of complying with its covenants hereunder
making good all damage occasioned thereby
(iii) the free and uninterrupted passage and running of water soil
electricity gas and telephone and other services to and from the
Demised Premises through the sewers drains watercourses conduits pipes
wires and cables which are now or may hereafter during the Term be in
under or over the Demised Premises or the Science Park and connecting
with the main water drainage electricity and sewage systems serving the
Science Park PROVIDED ALWAYS that no liability shall fall upon the
Landlord for any damage to the Tenant if there shall be any
interruption or obstruction to the roads or service areas or to the
said systems caused by accident flood tempest frost breakdown of any
machinery acts of the Queen's forces or of the Queen's enemies riot
civil commotion operation of aircraft hostile or friendly or force
majeure or act of God or by any restrictions or regulations of Her
Majesty's Government or any strike or work to rule or lockout of
workmen whether in the employment of the Landlord or not or any other
circumstances
30
occurrence beyond the Landlord's control
31
[MAP]
32
(iv) the right to use any refuse disposal receptacles provided by the
Landlord
(v) the exclusive right to use the seven car parking spaces coloured blue
on Plan A
33
[MAP]
34
(vi) the right of support and protection for the benefit of the Demised
Premises as is now enjoyed from the other units and other parts of the
Science Park
(vii) for the Tenant its servants and employees to use such of the
recreational areas and facilities forming part of the Science Park as
are available and suitable for use without obligation on the part of
the Landlord to provide the same on such terms and in accordance with
such regulations as the Landlord may from time to time prescribe
EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:
(i) to build upon and use any land adjoining or near to the Demised
Premises and to rebuild or alter any of the adjoining or neighbouring
buildings including the right to build on or into the walls of the
Demised Premises according to such plans whether as to height extent or
otherwise and in such manner as shall be approved by the Landlord or
its Surveyors notwithstanding any interference thereby occasioned to
the access of light or air to the Demised Premises which light and air
shall be deemed to be enjoyed by licence only Provided always that the
Demised Premises shall not be rendered unsuitable for the user
permitted under the provisions of this Lease.
(ii) the free and uninterrupted passage and running of water soil
electricity gas and telephone services from and to other parts of the
Science Park through the sewers gutters drains channels watercourses
pipes conduits cables and wires which are now or may hereafter during
the term hereby granted be in under or over the Demised Premises
together with full liberty and power at all times (but on reasonable
notice except in case of emergency) for the Landlord with or without or
others together where necessary with appliances to enter upon the
Demised Premises to inspect maintain repair cleanse amend re-route
relay replace or renew the said services and the Demised Premises and
to install any additional services for the benefit of the Demised
Premises or the other buildings on the Science Park but causing as
little interference as possible with the operation of the Tenant
carried on by it on the Demised Premises doing no unnecessary damage by
the exercise of this right and forthwith making good any damage to the
Demised Premises thereby occasioned
(iii) the right of support and protection for the benefit of the other units
and all other parts of the Science Park as is now enjoyed or as will be
hereafter enjoyed from the Demised Premises
(iv) the right of entry for the Landlord or the Landlord's Managing Agents
or others so authorised by them for the purposes of complying with any
of the Landlord's obligations hereunder or for the repair maintenance
or alteration of any adjoining premises of the Landlord
35
(v) the right for the Landlord and its tenants of other parts of the
Science Park to pass on foot only through the Demised Premises for the
purpose (in case of emergency only) of gaining access to any fire
escapes situate within the building of which the Demised Premises form
part
36
THE SECOND SCHEDULE hereto
(Landlord's fixtures and fittings)
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Science and Business Park
------------------------------------------
1 x Stelrad Ideal Elan wall hung balanced flue pas boiler
1 x Brefco fill expansion unit comprising 12 litre vessel filling valve,
safety valve, pressure gauge and flexible quick fit hose connection
1 x Grundfoss U P 15 60 water pump
1 x Gas solenoid shut off valve wired to thermal link over boiler and
electric knock off button
16 x Stelrad Accord hot water radiators
1 x Honeywell frost thermostat
19 x Surelux light fitting 1200 x 600 recessed with SAS louvres
12 x Surelux light fitting 1200 x 600 surface SAX LL 3436
1 x Surelux light fitting 300 x 150 Emergency light 8w recessed
2 x MR Light up-lighter type 1339
2 x Surelux canopy light
1 x Channel Safety Sytem ltd 2 zone CH2 fire alarm panel with Bezzell
plate, three fire bells and two break glasses
1 x ▇▇▇▇▇▇ ▇▇▇▇▇ Ltd elect distribution board
1 x Roof Unit Ltd model SDX Euro Flo extract fan and controller (kitchen)
1 x Roof Unit Ltd model "G" series twin extract fan and controller (toilet)
52 x Power link sockets and trunking
1 x MK 711 ▇▇▇▇▇▇ point and light
2 x Twyford Galerie WC bowl and cistern
37
1 x Galerie wash hand basin and taps
1 x Twyford Sola wash hand basin and taps (disabled)
2 x Toiler roll holders
1 x Plate glass mirror 500 x 1100
1 x Plate glass mirror 400 x 1100
2 x Twyford support rails (disabled WC)
1 x Southway mini kitchen - Ref 100 AR
1 x Santon wall mounted water heater
1 x ▇▇▇▇▇▇▇▇▇ Cortege suspended ceiling mineral fibre board tile 600 x
600 x 15mm set on ▇▇▇▇▇▇▇▇▇ Microlock 15 exposed grid suspension system
(Ground Floor only)
38
THE THIRD SCHEDULE
(Services)
The Maintenance Charge shall include the following:
1. The cost of inspecting repairing maintaining renewing replacing
cleasing and keeping clean and tidy
1.1 any drains sewers or other services serving the Demised Premises or any
other buildings on the Science Park but excluding those within the
Demised Premises and exclusively serving the same
1.2 the fences walls gates and other boundary structures
1.3 the car park spaces
2. The cost of inspecting and maintaining the landscaped areas and ▇▇▇▇▇▇
on the Science Park
3. Without prejudice to paragraphs (1) and (2) of this Schedule the cost
of insurance repair maintenance rebuilding renewing making lighting
cleansing and decoration of any parts of Science Park which in the
Landlord's or the Landlord's Managing Agent's opinion benefit more than
one tenant but are not the specific responsibility of any one tenant
4. The payment by the Landlord of any rates water rates or other outgoings
which in the Landlord's or the Landlord's Managing Agents' reasonable
opinion benefit the Science Park or any part thereof and which do not
fall to be paid by any other tenant on the Science Park or by the
Landlord in respect of any unoccupied premises available for letting on
the Science Park
5. The employment of any staff (being reasonable in number) to perform
duties on the Science Park including periodical payments in respect of
National Health and Insurance Payments or similar or ancillary payments
required by statute to be made by the Landlord in respect of any such
staff and any reasonable benefits paid by the Landlord to any such
staff as a condition of employment
6. The carrying out of all works on the Science Park which are not the
specific responsibility of any one tenant and which shall be reasonably
necessary to comply with the doing of anything which the Landlord or
the Landlord's Managing Agents consider necessary or prudent to comply
with or to contest the incidence of any requirements under the ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ the Offices Shops and Railway Premises Act 1963 the Fire
Precautions ▇▇▇ ▇▇▇▇ the Town and Country Planning Acts 1971 to 1990
and the Health and Safety at Work ▇▇▇ ▇▇▇▇ and in any other legislation
or order or instrument deriving validity from any of them
39
and any Act or Acts for the time being in force amending or replacing
the same and any future legislation or order or instrument as aforesaid
of the like nature or effect
7. The provision repair maintenance and updating of sign boards for the
Science Park (excluding "to let" or "for sale" signs)
8. The payment of management and other professional fees and expenses
reasonably incurred by the Landlord from time to time by virtue of or
in relation to any matter provided for in this Lease and the employment
of any accountant solicitor surveyor or other professional person for
any purpose connected with the management of the Science Park and the
cost of a professional valuation (not more than once in any period of
twelve months) of the Science Park for insurance purposes
9. The enforcement of any regulations relating to the use of the Science
Park or any part thereof and the preparation and enforcement of any
other regulations which may be made by the landlord or the Landlord's
Managing Agents to amend replace or extend the same
10. The provision repair maintenance and replacement of such vehicles
equipment plant tools and materials as the Landlord or the Landlord's
Managing Agents may reasonably consider necessary for the provision of
services or the repair improvement and maintenance of the Science Park
11. The provision maintenance and renewal of such other services facilities
or amenities or the carrying out of such works to the Science Park and
its appurtenances and the effecting of such insurances in respect of
third party and property owners' risks and otherwise as the Landlord or
Landlord's Managing Agents shall from time to time reasonably consider
necessary or desirable for the use enjoyment or benefit of the Tenant
jointly with other tenants on the Science Park
12. (To the extent actually utilised by the Tenant) the cost of provision
of any refuse service and of providing and renewing any rubbish bins
and the periodical refuse collection charged to or undertaken by the
Landlord
13. The current rental value (if the premises hereinafter mentioned were
available for letting) from tie to time (as certified by the Landlord's
surveyor or valuer by reference to other rentals payable for units in
the Science Park whose certificate shall be final and binding upon the
parties hereto) of premises on the Science Park provided for use by the
Landlord for the general management of the Science Park and of premises
for reception facilities or for any other facility made available by
the Landlord for the mutual use and benefit of the Tenant and other
tenants on the Science Park together with the cost of heating and
lighting all such premises whether or not the Tenant shall make use of
such facilities
14. The cost of borrowing any monies required to pay the cost of carrying
out the Landlord's obligations under this Lease
40
15. The sum or sums which the Landlord shall from time to time pay by way of
premium (including any increased premium payable by reason of any act or
omission of the Tenant) for keeping the Demised Premises insured in
accordance with Landlord's obligation in that behalf contained in Clause
3.2 hereof
41
THE FOURTH SCHEDULE
(Rent and rent review)
1. In this schedule the following expressions have the respective specified
meanings:
1.1 "Current Rent" means the amount of the yearly rent first reserved by this
lease payable immediately before the relevant Review Date;
1.2 "Review Date" means each of:
1.2.1 25th December in the years 2001, 2004 and 2007; and (if
applicable)
1.2.2 any date so stipulated by virtue of paragraph 6;
1.3 "Review Rent" means the yearly market rack rental value which might
reasonably be expected to be payable, following the expiry of any period at
the beginning of the term which might be negotiated in the open market for
the purposes of fitting out, during which no rent, or a concessionary rent,
is payable (and on the assumption that the lessee has had the benefit of
such rent free or concessionary rent period), if the Demised Premises had
been let in the open market by a willing lessor to a willing lessee with
vacant possession, on the relevant Review Date, without fine or premium,
for a term of ten years computed from the relevant Review Date, and
otherwise upon the provisions (save as to the amount of rent first reserved
by this lease but including the provisions for rent at three-yearly
intervals) contained in this lease and on the assumption if not a fact that
the said provisions have been fully complied with and on the further
assumptions that:
1.3.1 the Permitted Use of the Demised Premises comply with Planning
Law and every other Enactment and that the lessee may lawfully
implement and carry on the Permitted Use;
1.3.2 the Demised Premises have been fitted out and are fit for
immediate occupation and operation of the Permitted Use;
1.3.3 no work has been carried out to the Demised Premises which has
diminished their rental value;
1.3.4 in case the Demised Premises or the Science Park or any part of
it has been destroyed or damaged they have been fully restored,
But disregarding any effect on rent of:
(i) the fact that the Tenant or any underlessee or other occupier or
their respective
42
predecessors in title has been or is in occupation of the Demised
Premises;
(ii) any goodwill attached to the Demised Premises by the carrying on
in them of the business of the Tenant or any underlessee or their
respective predecessors in title or other occupier; and
(iii) (without prejudice to paragraphs 1.3.2 and 1.3.3) any works
carried out to the Demised Premises during the Term by the Tenant
or any permitted underlessee, in either case at its own expense
in the pursuance of a licence granted by the Landlord and
otherwise than in pursuance of any obligation to the Landlord and
any other works carried out at the Demised Premises by the Tenant
under any previous tenancy whether or not so licensed by the
Landlord;
1.4 "Review Surveyor" means an independent chartered surveyor appointed
pursuant to paragraph 4.1 and if he is to be nominated by or on behalf of
the President of the Royal Institution of Chartered Surveyors, the
President shall be requested to nominate an independent chartered surveyor
having not less than ten years practice next before the date of his
appointment and recent substantial experience in the letting and valuation
of premises of a similar character and quality to those of the Demised
Premises and who is a partner or director of a firm or company of surveyors
having appropriate market and valuation knowledge of such premises.
2. The yearly rent first reserved and payable under this lease for each year
of the Term until the first Review Date is as follows:
(a) for the period commencing on 25th December 1998 and expiring on
24th December 1999 the sum of Twenty Five Thousand Five Hundred
and Eighty Five Pounds ((pounds)25,585); and
(b) for the period commencing on 25th December 1999 until the first
Review Date the sum of Twenty Eight Thousand Three Hundred Pounds
((pounds)28,300)
3. The yearly rent first reserved and payable from each Review Date until the
next following Review Date or (in the case of the period commencing on the
last Review Date during the Term) until the expiry of the Term shall be the
higher of:
3.1 the Current Rent; and
3.2 the Review Rent.
4. If the Landlord and the Tenant shall not have agreed the Review Rent by the
date three months before the relevant Review Date it shall (without
prejudice to the ability of the Landlord and the Tenant to agree it at any
time) be assessed as follows:
4.1 the Review Surveyor shall (in the case of agreement about his appointment)
be appointed
43
by the Landlord or the Tenant to assess the Review Rent or (in the absence
of agreement at any time about his appointment) be nominated to assess the
Review Rent by or on behalf of the President for the time being of The
Royal Institution of Chartered Surveyors on the application of the Landlord
or the Tenant;
4.2 the Review Surveyor shall act as an arbitrator and the arbitration shall be
conducted in accordance with the Arbitration ▇▇▇ ▇▇▇▇; and shall be
required:
4.2.1 to give written notice to the Landlord and the Tenant inviting
each of them to submit to him within such time limits as he shall
reasonably stipulate a proposal for the Review Rent supported by
any or all of:
(A) a statement of reasons;
(B) a professional rental valuation;
(C) information in respect of any other matters they consider
relevant; and (separately and later)
(D) submissions in respect of each other's statement of reasons,
valuation and other matters; and
4.2.2 upon written request from the Landlord or the Tenant to assess
the Review Rent with a hearing and not solely upon the written
submissions and other matters referred to at paragraph 4.2.1 of
this schedule 4; and
4.2.3 to give written notice to the Landlord and the Tenant if he shall
appoint a Solicitor or Counsel or expert to advise and assist him
on points of law and/or procedure and/or evidence which notice
shall include the name of the Solicitor or Counsel or expert and
details of their anticipated fees and expenses and the Landlord
or the Tenant shall notify the Review Surveyor within a
reasonable period if there is any objection to such appointment
or the level of such fees or expenses and the Review Surveyor
shall give reasonable consideration to such representations.
4.3 if the Review Surveyor refuses to act, or is or becomes incapable of acting
or dies, the Landlord or the Tenant may apply to the President for the
appointment of another Review Surveyor.
5. If the Review Rent has not been agreed or assessed by the relevant Review
Date the Tenant shall:
5.1 continue to pay the Current Rent on account; and
5.2 pay the Landlord, within seven days after the agreement or assessment of
the Review Rent,
44
any amount by which the Review Rent for the period commencing on the
relevant Review Date and ending on the quarter day following the date of
payment exceeds the Current Rent paid on account for the same period, plus
interest (but calculated at 2% per annum above the Midland Bank Plc base
lending rate then in force) for each instalment of rent due on and after
the relevant Review Date on the difference between what would have been
paid on that rent day had the Review Rent been fixed and the amount paid on
account (the interest being payable from the date on which the instalment
was due up to the date of payment of the shortfall).
6. If any Enactment restricts the right to review rent or to recover an
increase in rent otherwise payable then, when the restriction is released,
the Landlord may, at any time within six months after the date of release,
give the Tenant not less than one month's notice requiring an additional
rent review as at the next following quarter day which shall for the
purposes of this lease be a Review Date.
7. As soon as possible after any increase in rent is agreed or determined
pursuant to this Fourth Schedule, a memorandum recording the increase shall
be signed on behalf of the Landlord and the Tenant respectively and
exchanged between them.
45
THE FIFTH SCHEDULE
(Covenants etc.)
All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.
46
THE SIXTH SCHEDULE
(Authorised Guarantee Agreement)
The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:
1.1 the rent reserved by the Lease (whether or not ascertained as to
amount) and other sums payable by the Assignee shall be duly paid and
that all the tenant's obligations contained in the Lease shall be
performed and observed as required by the Lease and that if there is
any breach of the tenant's obligations as the Assignor shall comply
with the obligations in respect of which the Assignee shall be in
default and shall on demand pay to the Landlord an amount equivalent to
the rents or other sums not paid and/or any loss damage costs charges
expenses or any other liability incurred or suffered by the Landlord as
a result of the breach and shall otherwise indemnify and hold harmless
the landlord against all actions claims costs damages demands expenses
losses and proceedings arising from or incurred by the Landlord as a
result of such non-compliance;
1.2 if any liquidator or other person having power to do so disclaims the
Lease and if the Landlord by written notice served within three months
after the date of disclaimer (the "Relevant Trigger Event") requires
the Assignor to accept a lease of the Premiums (for a term computed
from the date of the Relevant Trigger Event to the date on which the
Term (as defined in the Lease) would have expired by effluxion of time
and at the same rents and subject to the same covenants conditions and
provisions as are reserved by and contained in the Lease immediately
before the Relevant Trigger Event and with coincidental rent review
dates (as defined in the Lease) (the said new lease to take effect as
from the date of the Relevant Trigger Event) the Assignor shall
forthwith accept such lease accordingly and execute and deliver to the
Landlord a counterpart of it and indemnify the Landlord on demand
against the costs incurred on the grant of the new lease;
1.3 without prejudice to the rights of the Landlord against the Assignee
the Assignor shall be a principal debtor in respect of its obligations
under this clause and not merely a surety and accordingly the
Assignor's liability shall not be discharged by any act or thing by
which it would not have been discharged if the Assignor had been a
principal debtor;
1.4 the Assignor shall pay all charges (on a full indemnity basis)
reasonably incurred by the Landlord in enforcing the Assignor's
obligations under this deed.
2. The Landlord agrees with the Assignor that it will notify the Assignor
in writing within ten working dates of receiving notice that the Lease
is no longer vested in the Assignee.
47
THE COMMON SEAL SUN LIFE
PENSIONS MANAGEMENT LIMITED
was hereunto affixed in the presence of:
Authorized signatory
Authorized signatory
48
DATED 23/RD/ AUGUST 1999
------------ -----------
SUN LIFE PENSIONS MANAGEMENT LIMITED
and
CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED
__________________________________________
LEASE
of
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
__________________________________________
NOTE: This Lease is a new tenancy for the purposes of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇▇-▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇-▇▇▇ ▇▇▇▇
Ref: 2065/2174/30794054
1
THIS LEASE is made the 23/rd/ day of August 1999
BETWEEN:
(1) SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (hereinafter called
the "Landlord") and
(2) CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(hereinafter called the "Tenant")
WITNESSETH as follows:
1. The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
particularly described in the First Schedule hereto together with the
Landlord's fixtures and fittings therein set out in the Second Schedule
hereto (all which premises are hereinafter referred to as the "Demised
Premises") TO HOLD the same unto the Tenant for the term of twelve years
subject to the provisions for earlier determination in Clause 4.17 from
and including 25/th/ December 1998 (the "Term") PAYING THEREFOR:
FIRSTLY, yearly and proportionately for any part of a year, the rent
specified in the Fourth Schedule, by equal quarterly payments in advance
on the usual quarter days in every year, the first such payment or a
proportionate part of it (being a proportionate part of the rent
specified in paragraph 2 of the Fourth Schedule from the date hereof to
the first anniversary of the date from which the Term is calculated,
after deduction of the quarterly instalments of such yearly rent payable
on the intervening usual quarter days) to be made on the date hereof;
SECONDLY on demand by way of additional rent (and the Landlord's remedies
for recovering rent in arrears shall apply hereto) a sum representing
interest at the rate of four pounds per centum per annum above the
Midland Bank Plc base lending rate in force at the date the rent falls
due upon any payment of rent outstanding and unpaid upon the date when
the payment of rent fell due and upon any other sum or sums of money
payable under the terms of this Lease by the Tenant to the Landlord which
shall remain unpaid the interest to be charged from the date upon which
the payment of rent fell due or the said sum or sums was or were (as the
case may be) demanded in writing throughout the entire period during
which the payment of rent or other sum or sums remain outstanding or
unpaid Provided always that this Clause shall not prejudice in any way
the Landlord's right of re-entry contained in Clause 4.1 hereof
THIRDLY as additional rent a proportionate part (hereinafter called "the
service rent") of the Maintenance Charge (which expression in this Lease
shall mean the aggregate in any
2
one year of the costs expenses provisions liabilities and payments
properly incurred or otherwise provided for by the Landlord in relation
to the matters set forth in the Third Schedule hereto) being subject to
the following terms and provisions:
1.1 the amount of the service rent shall be ascertained and certified
annually by a certificate (hereinafter called "the certificate") signed
by the Landlord or its Managing Agents (which expression in this Lease
shall mean the Agents (if any) nominated by the Landlord and for the time
being thereunder duly authorised by the Landlord and includes their sub-
agents to whom if requested by the Landlord in writing all communications
intended for the Landlord shall be addressed) so soon after the end of
the Landlord's financial year as may be practicable and shall relate to
such year in manner hereinafter mentioned
1.2 the expression "the Landlord's financial year" shall mean the period from
the First day of April to the Thirty-first day of March or such other
annual period as the Landlord may in its discretion from time to time
determine
1.3 a copy of the certificate for each such financial year shall be supplied
by the Landlord to the Tenant on written request and without charge to
the Tenant
1.4 the certificate shall contain a fair and accurate summary of the
Landlord's said expenses and outgoings incurred by the Landlord during
the Landlord's financial year to which it relates and the certificate (or
a copy thereof duly certified by the person by whom the same was given)
shall be conclusive evidence for the purposes hereof of the matters which
it purports to certify save in case of manifest error or mis-statement
1.5 the annual amount of the service rent payable by the Tenant as aforesaid
shall be:
(A) a percentage of the Maintenance Charge which is calculated
by comparing the gross internal floor area of the Demised
Premises with the total gross internal floor area of all
premises (including the Demised Premises) let or available
for letting (including any premises the freehold of which
has been sold by the Landlord but subject to the payment
to the Landlord of a service charge contribution) from
time to time on the Science Park (as defined in the First
Schedule) and the determination of such percentage by the
Landlord or its Managing Agents shall be final
(B) together with the whole of the insurance charge set forth
in Paragraph 15 of the Third Schedule
1.6 on the usual quarter days in each year during the Term the Tenant shall
pay to the Landlord such a sum (hereinafter referred to as "advance
payment") in advance and on account of the service rent for the
Landlord's financial year then current as the Landlord or its Managing
Agents shall from time to time specify to be fair and reasonable
3
1.7 within a reasonable period after the end of each Landlord's financial
year the Landlord shall furnish to the Tenant an account of the service
rent payable by the Tenant for that year due credit being given therein
for the advance payments made by the Tenant in respect of the said year
and upon the furnishing of such account there shall be paid by the Tenant
to the Landlord the service rent or any balance found payable or there
shall be allowed or (after the expiry of the Term) repaid by the Landlord
to the Tenant any amount which may have been overpaid by the Tenant by
way of advance payment as the case may require PROVIDED ALWAYS that the
provisions of this sub-clause shall continue to apply notwithstanding the
expiration or sooner determination of the Term but only in respect of the
period down to such expiration or sooner determination as aforesaid
1.8 it is hereby agreed and declared that the Landlord shall not be entitled
to re-enter under the provision in that behalf hereinafter contained by
reason only of the non payment by the Tenant of any advance payment as
aforesaid prior to the issue of the certificate for the preceding
financial year but nothing in this Clause or this Lease contained shall
disable the Landlord from maintaining an action against the Tenant in
respect of non payment of any such advance payment notwithstanding that
the certificate had not been issued at the time of the proceedings
subject nevertheless to proof in such proceedings by the Landlord that
the advance payment demanded and unpaid is of a fair and reasonable
amount having regard to the prospective service rent ultimately payable
by the Tenant
2. THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:
2.1 To pay Rent
To pay the rents hereby reserved and made payable on the days and in
manner aforesaid without any deductions or set off and (unless the
Landlord agrees otherwise) to pay the rent first reserved (together with
any VAT on it) by Banker's standing order.
2.2 To pay Outgoings
2.2.1 From time to time and at all times throughout the Term to pay
and discharge all existing and future rates taxes duties charges
community charges and assessments surcharges impositions and
outgoings whatsoever whether parliamentary local or of any other
description which now are or may at any time during the Term be
assessed imposed or charged upon or payable in respect of the
Demised Premises or any part thereof or upon the owner or
occupier in respect thereof or payable by either in respect
thereof and whether of national or local and whether of a
capital or revenue nature and even though of a wholly novel
character provided that the Tenant shall not in any event be
liable for any payments as shall be occasioned by any
development disposition of or dealing with the ownership of any
estate or interest expectant in reversion on the determination
of the Term or subject to Clause 4.6 hereof upon the rents
received by the Landlord
4
2.2.2 To pay all charges for water, gas and electricity (including
meter rents) consumed in the Demised Premises during the Term.
2.2.3 To keep the Demised Premises in ratable occupation during the
last three months of the Term or such longer period as The
Secretary of State may specify as "the standard period" for the
purpose of Section 42 of the Local Government Planning and Land
▇▇▇ ▇▇▇▇
2.2.4 Immediately and in any case within seven days of receipt of any
proposal by the Valuation Officer or Rating Authority respecting
the rating assessment of the Demised Premises to give notice
thereof to the Landlord and not to agree to any such proposal
without the Landlord's written consent (such consent not to be
unreasonably withheld or delayed)
2.3 To repair and keep clean and tidy
2.3.1 Subject always to the proviso hereinafter appearing well and
substantially to repair cleanse maintain and keep in good and
substantial repair and condition the Demised Premises and
without prejudice to the generality of the foregoing well and
substantially to repair and keep in repair and maintain all
party walls (jointly with tenants of adjoining premises) and all
fencing and boundary walls lighting heating and ventilation and
drainage systems plate glazing water gas and other installations
fire fighting equipment and all other machinery and Landlord's
fixtures and fittings in the Demised Premises and exclusively
serving the same and all sewers drains channels watercourses
gutters rainwater and soil pipes and cables and supply lines
exclusively serving the same (damage by any of the insured risks
save where the insurance moneys shall be irrecoverable in
consequence of any act or default of the Tenant or its agents
licensees servants or invitees or damage to the Tenant's trade
fixtures fittings and stock (if any) only excepted)
2.3.2 To keep Demised Premises maintained to a good standard of
decorative order and properly clean and, as often as necessary
and at least once in every third year as to the exterior of the
Demised Premises and once in every fifth year as to the interior
of the Demised Premises and also in the last year of the Term
(but not twice in any period of 18 months), to redecorate and
treat the Demised Premises with appropriate materials in a good
and workmanlike manner (and during the last year of the Term in
a colour scheme and with materials approved by the Landlord).
2.3.3 Without prejudice to the generality of the foregoing to clean
all glazing (both inside and outside and including frames) in
the Demised Premises as often as shall reasonably be necessary
but not less than once in every three months
5
2.3.4 To clean the brickwork cladding and other finishes in a
workmanlike manner as often as shall reasonably be considered
necessary by the Landlord
2.3.5 Immediately preceding the determination of the Term (howsoever
determined) to thoroughly clean and scour the external and
internal parts of the Demised Premises and leave the same clean
and secure in every respect on the last day of the Term
2.3.6 To make good all damage caused to the Demised Premises and all
other parts of the Science Park (as defined in the First
Schedule hereto) by the Tenant its servants agents or licensees
or caused in the furtherance of theft and within one month (or
within twenty-four hours in case of emergency) after service
upon the Tenant by the Landlord of a notice in writing
specifying any repairs for which the Tenant is responsible and
necessary to be done to commence and thereafter proceed
diligently to complete the execution of such repairs and if the
Tenant shall fail so to do the Landlord may execute such repairs
and the cost thereof shall be a debt due from the Tenant to the
Landlord and be forthwith recoverable by action and the
Landlord's remedies for recovering rent in arrears shall apply
hereto
2.3.7 To pay the Landlord forthwith upon written demand (and the
Landlord's remedies for recovering rent in arrears shall apply
hereto) the reasonable cost to the Landlord of inspecting
repairing maintaining renewing replacing any party walls
separating the Demised Premises from any adjoining premises in
case of failure by the Tenant to comply with its obligations
under Clause 2.3.1. of this Lease.
2.3.8 To take all steps necessary to prevent the freezing of water
pipes in the Demised Premises
PROVIDED ALWAYS that the Tenant shall not be liable hereunder for latent
or inherent defects in the Demised Premises.
2.4 Landlords discretion as to painting and repairs and of making regulations
To abide by the decision of the Landlord or the Landlord's Managing
Agents as to whether and the time and manner in which any work ought to
be done pursuant to the covenants in sub- clause 2.3. of this Clause and
to comply with their reasonable directions in that behalf and as to the
mode of bringing telephone communication wires into the Demised Premises
and to abide by all reasonable regulations from time to time in force
(written details of which shall have first been given to the Tenant)
relating to the use of any parts of the Science Park which the Tenant is
entitled to use but which are not included in the Demised Premises the
Landlord being entitled to make and from time to time amend any such
regulations as it shall at its discretion think appropriate for the
preservation of the quality and character of the Science Park and the
amenities thereof
6
and the wellbeing of its occupants (including but without limiting the
generality of the foregoing regulations restricting the use of the
Science Park but not the Demised Premises for such periods as the
Landlord shall deem reasonably necessary or expedient in the interests of
safety expedition of repairs or decorations or otherwise)
2.5 Restriction on effluent and rubbish
2.5.1 Not to discharge into the drains of the Landlord any affluent
other than storm water or into the sewers of the Landlord any
effluent other than sewerage water and soil otherwise than as
authorised by licence issued by Anglian Water Plc or Geodesys
Limited or other drainage authority for the time being having
jurisdiction in relation to the Science Park and strictly in
compliance with all conditions regulations and requirements
attaching to such licence PROVIDED THAT the Tenant shall at all
times indemnify the Landlord in relation to any liability for
contamination or other costs, claims or damage whatsoever or
howsoever arising from and directly attributable to such
discharge and not to wash down vehicles of any type on any part
of the Science Park
2.5.2 To supply to the Landlord within 7 days of a request therefor a
copy of any licence obtained by the Tenant pursuant to Sub-
Clause 2.5.1. above.
2.5.3 Not to form any refuse dump or rubbish or scrap heap on the
Demised Premises or in any yard passageway staircase or balcony
adjacent thereto but to remove as frequently as reasonably
necessary all refuse rubbish and scrap and all used tins cans
boxes and other containers which may have accumulated on the
Demised Premises and to use the refuse disposal receptacles (if
any) provided by the Landlord and to keep the Demised Premises
generally free from weeds deposit of materials or refuse and
clean and tidy and not to bring or keep or suffer to be brought
or kept upon the Demised Premises or on any part of the Science
Park anything which is or may become untidy unclean unsightly or
in any way detrimental to the amenity of the neighbourhood and
within two working days to comply with the requirements of any
written notice from the Landlord to restore any amenity injured
as aforesaid and in the event of the Tenant failing to comply
with such notice the Landlord shall be entitled to enter upon
the Demised Premises or elsewhere on the Science Park and carry
out any works necessary to comply with such notice and to
recover the reasonable cost thereof from the Tenant which shall
at the option of the Landlord be recoverable from the Tenant as
rent in arrear
2.6 To permit entry for inspection
2.6.1 To permit the Landlord or the Landlord's Managing Agents or such
workmen as may be authorised in writing by them respectively at
all reasonable times within forty-eight hours of notice in
writing from the Landlord to the Tenant (except in
7
case of emergency when no notice shall be required) to enter the
Demised Premises and take a plan and examine the state of repair
and condition of the same and to keep inventories of the
fixtures and things to be surrendered at the expiry of this
Lease and within one calendar month or sooner if requisite after
notice in writing to the Tenant of all defects and wants of
reparation for which the Tenant is liable under the covenants on
his part herein contained found on such examination shall have
been given or left at the Demised Premises to proceed diligently
to repair and make good the same according to such notice and
the covenants and conditions and in accordance with the
requirements of the Landlord or the Landlord's Managing Agents
and in case the Tenant shall make default in so doing within one
month of the service of such notice (or within twenty-four hours
in case of emergency in the opinion of the Landlord) it shall be
lawful for workmen and others to be employed by the Landlord to
enter upon the Demised Premises and repair and restore the same
and all costs and expenses incurred thereby and Value Added Tax
thereon (including Surveyor's and other professional fees) shall
on demand be paid by the Tenant to the Landlord and if not so
paid shall be recoverable by the Landlord as rent in arrear
2.6.2 To permit the Landlord or its Agents or workmen at al reasonable
times within forty-eight hours of notice in writing from the
Landlord to the Tenant (except in case of emergency when no
notice shall be required) to enter upon the Demised Premises for
the purpose of executing repairs additions or alterations
painting and redecoration to or upon any adjoining or
neighbouring premises or for making repairing renewing or
connecting or cleansing any services belonging to or leading
from the same such persons causing as little inconvenience or
interruption to business as possible and making good to the
reasonable satisfaction of the Tenant all damage to the Demised
Premises thereby occasioned
2.6.3 The Tenant shall indemnify the Landlord from and against all
liability whatsoever including all actions proceedings costs
claims and demands brought or made against the Landlord under or
by virtue of the Defective Premises ▇▇▇ ▇▇▇▇ or any Act or Acts
for the time being amending or replacing the same or any
regulations or orders made thereunder in the event of the
Landlord exercising the right to enter the Demised Premises to
carry out any description of maintenance or repair thereof under
the power contained in sub-clause 2.6.1. of this sub-clause
2.7 Restriction on Alterations
2.7.1 Not to make any structural alterations to the Demised Premises
or any part thereof nor to erect any new buildings or extensions
thereon and without prejudice to the generality of the foregoing
not to install any outlets for pipes wires cables or flues
through the walls doors or windows of the Demised Premises (save
as hereinafter contained) Provided always that the cutting of
one or more doors or similar openings in a wall or walls
separating the Demised Premises from any adjoining
8
premises occupied by the Tenant shall not for the purposes of
this sub-clause be regarded as a structural alteration and shall
require the consent of the Landlord under Clause 2.7.2
2.7.2 Not without the previous consent in writing of the Landlord such
consent not to be unreasonably withheld or delayed (and then
only in accordance with plans previously approved in writing by
the Landlord such approval not to be unreasonably withheld or
delayed and subject to conditions reasonably imposed by and
under the supervision and to the reasonable satisfaction of the
Landlord or its Surveyors or Architects) to make any non-
structural alterations or additions to the Demised Premises
(excepting the installation of or alterations to internal
demountable partitioning for which no consent will be necessary)
and if required by the Landlord to reinstate all such approved
alterations and modifications (including demountable
partitioning) at the end of the Term (or (if earlier) in the
case of works to create an opening in walls separating the
Demised Premises from adjoining premises occupied by the Tenant
the date on which the adjoining premises cease to be occupied by
the Tenant) to the reasonable satisfaction of the Landlord or
its Surveyor.
2.7.3 At the expiry of the Term (howsoever determined) (or (if
earlier) in the case of works to create an opening in walls
separating the Demised Premises from adjoining premises occupied
by the Tenant the date on which the adjoining premises cease to
be occupied by the Tenant) if and to the extent required by the
Landlord to remove all alterations or additions made to the
Demised Premises or any part by the Tenant or its predecessors
in title prior to the date of this lease pursuant to any
previous tenancy of the Demised Premises under which the Tenant
or any predecessor in title of the Tenant was permitted to carry
out alterations to the Demised Premises subject to a liability
to reinstate and where the Tenant or the predecessor in title
did not reinstate the alterations on the determination of that
tenancy and to restore and make good the Demised Premises in a
good and workmanlike manner to the condition and design which
existed before the alterations were made to the reasonable
satisfaction of the Landlord or its surveyor.
2.8 Not to affix heavy apparatus or exceed loads or overload services
2.8.1 Not to affix to the structure or any part of the Demised
Premises any heating apparatus ducting pipes or electric power
cables or any crane or hoist for the lifting or transport of
merchandise or other goods without the written permission of the
Landlord first obtained such permission not to be unreasonably
withheld or delayed such permission to be hereby deemed and
acknowledged in relation to any such apparatus pipes cables
crane or hoist affixed to the Demised Premises by the Tenant
prior to the date hereof pursuant to any previous lease.
9
2.8.2 Not to suspend or permit or suffer to be suspended any heavy
load from the ceilings or main structure of the Demised Premises
nor load or use or permit or suffer to be loaded or used the
floor or structure of the Demised Premises in any manner which
will in any way impose a weight or strain in excess of that
which such premises are constructed to bear with due margin for
safety or which will in any way strain or interfere with the
structural members thereof
2.8.3 Not to overload the services to the Demised Premises
2.8.4 To pay to the Landlord on demand all reasonable costs reasonably
incurred by the Landlord in obtaining the opinion of a suitably
qualified engineer as to whether the Tenant has been in breach
of this sub-clause 2.8 and the Landlord's remedies for
recovering rent in arrears shall apply hereto
2.9 Not to avoid insurance
2.9.1 Not to do or permit or suffer to be done anything (save that the
permitted use from time to time shall not be deemed to be a
breach of this covenant) whereby the policy or policies of
insurance of the Demised Premises and/or the adjoining or
neighbouring premises of the Landlord may become void or
voidable and to comply with all reasonable recommendations and
requirements of the insurers as to fire precautions relating to
the Demised Premises
2.9.2 To pay to the Landlord on demand any increased premium which the
Landlord may be reasonably required to pay under any insurance
policy in respect of the Demised Premises or any other property
of the Landlord arising from the user as hereinafter mentioned
of the Demised Premises and all such payment shall be added to
the rent hereinbefore reserved and shall be recoverable as rent
2.9.3 In the event of the Demised Premises or any part thereof being
destroyed or damaged by any of the insured risks and the
insurance moneys under any insurance against the same effected
thereon by the Landlord being wholly or partly irrecoverable by
reason solely or in part of any act or default of the Tenant or
its agents licensees servants or invitees then and in every such
case the Tenant will forthwith (in addition to the said rent)
pay to the Landlord the irrecoverable proportion of the cost of
completely rebuilding and reinstating the same
2.9.4 Not to effect any policy of insurance of its own in respect of
risks covered by the insurance effected by the Landlord of the
Demised Premises (and in default any insurance money received by
or payable to the Tenant shall become the property of the
Landlord)
2.10 Dangerous substances
10
2.10.1 Not to keep or permit or suffer to be kept on the Demised
Premises any material liquid or gas of a dangerous combustible
corrosive explosive flammable radio-active or offensive nature
otherwise than in accordance with the provisions of any
relevant Act or Acts of Parliament or regulations made
thereunder or issued by the Health and Safety Executive or any
other like statutory body for the time being in force and
after due notice to the Landlord and the insurers of the
Demised Premises and payment of every increased or extra
premium which ought properly to be paid and in any event not
to store in the Demised Premises materials the keeping of
which may contravene any statute order or regulation or bye-
law
2.10.2 If it shall be necessary for the Landlord or any tenant of any
unit adjoining the Demised Premises to carry out any work to
such adjoining unit as a result of the storage in the Demised
Premises or any of the substances mentioned in sub-clause
2.10.1 hereof then the Tenant shall forthwith on demand pay to
the Landlord or such adjoining tenant the cost incurred in
carrying out such work as aforesaid
2.10.3 Within seven days of a request by the Landlord to supply to
the Landlord copies of any applications made by the Tenant to
any statutory or other authority or body for consent to keep
any of the matters referred to in sub-clause 2.10.1 hereof on
the Demised Premises together with copies of any licences
issued pursuant to any such applications
2.11 Dealings with the lease
2.11.1 Not to transfer, mortgage, charge, hold on trust for another,
underlet or otherwise part with possession of any part (as
distinct from the whole) of the Demised Premises or agree to
do so.
2.11.2 Not to transfer, hold on trust for another, underlet or
otherwise part with possession of the whole of the Demised
Premises or agree to do so, except that the Tenant may
transfer or underlet the whole of the Demised Premises if,
before the transfer or underletting is completed, the Tenant
complies with the conditions described in clause 2.11.3 or
clause 2.11.4, as applicable.
(Assignment)
2.11.3 The conditions (which are specified for the purposes of
section 19(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and which
operate without prejudice to the Landlord's right to withhold
consent on any reasonable ground) applying to a transfer of
the whole of the Demised Premises are:
(A) that the Tenant enters into an authorised guarantee
agreement, as defined in section 16 of the Landlord
and Tenant (Covenants) ▇▇▇ ▇▇▇▇, with the Landlord in
the form of the draft set out in the Sixth Schedule
hereto; and
11
(B) that any guarantor of the Tenant's obligations
guarantees to the Landlord that the Tenant will comply
with the authorised guarantee agreement in a form which
the Landlord reasonably requires; and
(C) that, subject as provided in paragraph ((D)) and if the
Landlord so reasonably requires, the proposed assignee
procures one, but not both, of the following:
(1) covenants with the Landlord by an additional
guarantor or guarantors approved by the Landlord
(who shall act reasonably in giving its approval),
in terms having a form and content reasonably
required by the Landlord; or
(2) a deposit with the Landlord of an amount in
cleared funds equal to half of the then current
yearly rent first reserved by this lease and an
amount equal to VAT on that amount, on terms which
the Landlord reasonably requires; and
(D) if the proposed transfer is to a Group Company (which
expression shall have the meaning set out in Section 42
of the Landlord and Tenant Act 1954); and
(1) if the Tenant's obligations, or any of them, are
guaranteed by another Group Company, that such
Group Company covenants with the Landlord terms
having a form and content reasonably required by
the Landlord; or
(2) if the Tenant's obligations are not guaranteed by
another Group Company and if the transferee is
not, in the Landlord's reasonable opinion, of
equal financial standing to the Tenant, that the
proposed transferee procures covenants by a Group
Company other than the Tenant and the transferee
and which is, in the Landlord's reasonable
opinion, of equal financial standing to the
Tenant, in a form which the Landlord reasonably
requires; and
(3) whether or not paragraph (D)(1) or (2) applies, if
the tenant's obligations, or any of them, are
secured by a security deposit, the proposed
transferee procures a deposit with the Landlord of
the amount and on terms described in paragraph
(C)(2); and
(E) that the Landlord's consent, which will not be
unreasonably withheld, is obtained to, and within two
months before, the transfer.
12
(Underletting)
2.11.4 Not to underlet the whole of the Demised Premises except:
(A) to a person who has covenanted with the Landlord:
(1) to observe the Tenant's obligations in this
Lease (other than the payment of rents);
(2) not to transfer the whole of the Demised
Premises without the Landlord's consent (which
shall not be unreasonably withheld if the
conditions which are referred to in clause
2.11.3 are first satisfied); and
(3) not to transfer part of the Demised Premises or
to underlet or otherwise part with possession or
share the occupation of the Demised Premises or
any part of them;
(B) by reserving as a yearly rent, without payment of a
fine or premium, an amount equal to their then open
market rack rental value such rent to be approved by
the Landlord (who shall not unreasonably withhold it)
and to be payable by equal quarterly instalments in
advance on the usual quarter days and by reserving, as
additional rents, amounts equal to and payable at the
same times as the other rents reserved by this lease;
(C) by a form of underlease (which does not express any sum
to be payable by reference to a percentage or
proportion of the rent or any other sum payable under
this lease, but which requires it to be payable and
assessed in accordance with the same principles as are
required by this lease) to be approved by the Landlord,
such approval not to be unreasonably withheld;
(D) by a form of underlease which requires:
(1) the principal rent reserved by it to be reviewed
upwards only at each of those Review Dates which
will occur during the sub-term, in accordance
with the same principles which apply to rent
reviews under this lease;
(2) the underlessee to observe the Tenant's
obligations (other than the obligation to pay
rents under this lease) to the extent they
relate to the Demised Premises and containing:
(a) a condition for re-entry by the
underlessor on breach of any obligation by
the underlessee;
13
(b) a qualified covenant not to transfer the
whole of the Demised Premises (subject to
prior compliance with conditions as set
out in clause 2.11.3) and an unqualified
covenant not to transfer part of the
Demised Premises or to underlet or
otherwise part with possession or share
the occupation of the Demised Premises or
any part of them;
(c) an agreement excluding sections 24 to 28
inclusive of the Landlord and ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ in relation to the underlease,
pursuant to an Order duly made under
section 38(4) of that Act; and
(E) with the Landlord's consent, issued within two months
before completion of the underletting, which consent
(subject to compliance with the foregoing conditions
precedent) shall not be unreasonably withheld.
2.11.5 To enforce the observance by every underlessee of the provisions
of the underlease and not expressly or impliedly to waive any
breach of them, nor to vary the terms of any underlease.
2.11.6 Not to agree any reviewed rent payable under an underlease until
the principal rent reserved by this Lease has been reviewed and
agreed in accordance with the provisions of the Fourth Schedule
hereto.
(Sharing occupation)
2.11.7 Not to share occupation of the Demised Premises or any part of
them.
2.12 Notifying Landlord of dealings with the lease
2.12.1 Within ten working days after any disposition or devolution of
this lease, or of any estate or interest in or derived out of
it, to give the Landlord notice of the relevant transaction with
a certified copy of the relevant document, and to pay the
Landlord a fair and reasonable fee of not less than twenty five
pounds for registering each notice.
2.12.2 To notify the Landlord of particulars of the determination of
every rent review under any underlease of the Demised Premises
within fourteen days after the date of determination.
2.13 To pay costs of notices and consents and orders
2.13.1 To pay all proper and reasonable costs charges and expenses
(including Solicitors
14
costs and Surveyors fees) incurred by the Landlord in any
proceedings under Sections 146 and 147 of the Law of Property
▇▇▇ ▇▇▇▇ or any statutory provision replacing the same
notwithstanding that forfeiture is avoided otherwise than by
relief granted by the Court
2.13.2 To reimburse to the Landlord on demand all proper and
reasonable fees costs charges and expenses incurred or
suffered by the Landlord arising out of or in connection with
or incidental to any application or request by the Tenant in
connection with the Demised Premises or any provisions of this
Lease whether or not the same shall be proceeded with by the
Tenant or shall be granted subject to conditions or arising
out of or in connection with any steps in connection with the
preparation and service of a Schedule of Dilapidations during
or within ninety days after the expiry of sooner determination
of the Term or within ninety days after the tenant vacates the
Demised Premises whichever shall be the later (but in relation
only to dilapidations occurring during the Term)
2.13.3 To pay all proper and reasonable legal costs and disbursements
incurred by the Landlord in the recovery of arrears of rent
and any other monies due hereunder from the Tenant to the
Landlord and proceedings in connection therewith
2.14 User
2.14.1 Subject to sub-clause 2.16 hereof to use the Demised Premises
for such use within Class B1 of the Town and Country Planning
(Use Classes) Order 1987 as shall be first approved in writing
by the Landlord (such consent not to be unreasonably withheld
or delayed where the proposed use is compatible with uses on a
Science Park and does not conflict with good estate
management) and for no other purpose
2.14.2 Not to use the car parking spaces on the Science Park
allocated to the Tenant pursuant to the provisions of the
First Schedule otherwise than for parking private motor cars
of the Tenant its employees and visitors
2.15 Advertisements and signs
2.15.1 Not to affix or permit to be affixed or exhibited to or upon
any part of the exterior of the Demised Premises or on the
interior visible from the exterior any placard poster sign
notice or advertisement save those of a type size and in
positions approved in writing by the Landlord
2.15.2 At the end of the Term (howsoever determined) and if so
required by the Landlord to remove such placard poster sign or
advertisement from the Demised Premises and to make good to
the reasonable satisfaction of the Landlord or its Surveyors
any damage caused to the Demised Premises by such removal
15
2.15.3 Always to display and maintain a suitable sign in a location
reasonably prescribed by the Landlord showing the name (or
trading name) of every permitted occupier of the Demised
Premises
2.16 To comply with statutory provisions
2.16.1 At all times during the Term to observe and comply in all
respects with the provisions and requirements of any and every
enactment (which expression in this covenant includes as well
any and every Act of Parliament already or hereafter to be
passed as any and every order regulation and bye-law already
or hereafter to be made under or in pursuance of any such Act)
so far as they relate to or affect the user of the Demised
Premises or any additions or improvements thereto or the user
thereof for the purpose of any manufacture process trade or
business or the employment therein of any person or persons or
any fixtures machinery plant or chattels for the time being
affixed thereto or being thereupon or used for the purposes
thereof and to execute all works and provide and maintain all
arrangements which by or under any enactment or by any
government department local authority or other public
authority or duly authorised officer or court of competent
jurisdiction acting under or in pursuance of any enactment are
or may be directed or required to be executed provided and
maintained at any time during the Term upon or in respect of
the user of the Demised Premises or any additions or
improvements thereto or in respect of any such user thereof or
employment therein of any person or persons for fixtures
machinery plant or chattels as aforesaid whether by the
Landlord or Tenant thereof and to indemnify the Landlord at
all times against all costs charges and expenses of or
incidental to the execution of any works or the provision or
maintenance of any arrangements so directed or required as
aforesaid and not at any time during the Term to do or omit or
suffer to be done or omitted on or about the Demised Premises
any act or thing by reason of which the Landlord may under any
enactment incur or have imposed upon him or become liable to
pay any penalty damages compensation costs charges or expenses
and to keep the Landlord effectually indemnified against all
such compensation damages penalties costs charges or expenses
2.16.2 At all times during the Term to comply in all respects with
the provisions and requirements of any Town and Country
Planning Act or Acts for the time being in force and any
regulations and orders made thereunder and all licences
consents permissions (to the extent such permissions shall be
implemented) and conditions (if any) granted or imposed
thereunder or under any enactment repealed thereby so far as
the same respectively relate to or affect the Demised Premises
or any part thereof or any operations works act or things
already or hereafter to be carried out executed or done or
omitted thereon or the use thereof for any purpose and before
making any applications to the Local Authority for planning
permission or bye-law consent to obtain the consent in writing
of the Landlord (which consent shall not be unreasonably
withheld or delayed) to such application and to provide the
16
Landlord with copies of the relevant application and
accompanying drawings and on the granting of such planning
permission or bye-law consent to supply copies thereof to the
Landlord
2.16.3 Unless the Landlord shall otherwise direct to carry out before
the expiration or sooner determination of the Term any works
stipulated to be carried out to the Demised Premises by a date
subsequent to such expiration or sooner determination as a
condition of any planning permission which may have been
granted and acted upon by the Tenant during the Term
2.16.4 To give notice to the Landlord as soon as reasonably
practicable after receipt of the same of any notice order or
proposal for a notice or order served on the Tenant under any
legislation and if so reasonably required by the Landlord to
produce the same and at the request and cost of the Landlord
to make or join in making such objections or representations
in respect of any proposals as the Landlord may reasonably
require
2.16.5 At all times during the Term to comply with all requirements
from time to time of the appropriate authority in relation to
means of escape from the Demised Premises in case of fire and
at the expense of the Tenant to keep the Demised Premises
sufficiently supplied and equipped with fire fighting and
extinguishing apparatus and appliances of a type to be
approved from time to time by the relevant Fire Authority and
suitable in all respects to the type of user of or business
manufacture process or trade carried on upon the Demised
Premises which shall be open to the inspection of the Landlord
and also not to obstruct the access to or means of working
such apparatus and appliances by their operations at or
connected with the Demised Premises
2.17 Restriction on nuisance and auctions
2.17.1 Not to use the Demised Premises or any part thereof for any
immoral purpose or for any noisy noisome dangerous or
offensive trade business manufacture operation or occupation
provided that the permitted user from time to time shall be
deemed not to be in breach of this clause and also not to do
or permit to be done thereon anything which may be or grow to
the damage nuisance disturbance or annoyance of the Landlord
or the occupiers of any adjoining or neighbouring premises or
permit any sale by auction to be held upon the Demised
Premises or any part thereof or permit the Demised Premises to
be used for residential purposes or as sleeping accommodation
2.17.2 To pay to the Landlord all proper and reasonable costs charges
and expenses which may properly and reasonably be incurred by
the Landlord in abating a nuisance caused by the Tenant or its
servants licensees or customers and executing all such works
as may be necessary for abating a nuisance in obedience
17
to a notice served by a local or public authority on the
Landlord or the Tenant in respect of the Demised Premises
2.17.3 Not at any time to permit any musical instrument gramaphone or
similar apparatus to be played or used on the Demised Premises
so as to be audible from outside the Demised Premises
2.17.4 Sound insulation
To comply in all respects with any scheme or requirement which
may be imposed by the Local Planning Authority in connection
with the sound insulation of all plant and machinery
2.17.5 Restriction on noise
Without prejudice to the preceding provisions of this Clause
2.17 hereof to ensure that the noise from operations conducted
on the Demised Premises shall not exceed
40 db (A) between 08.00 hours and 18.00 hours
35 db (A) between 18.00 hours and 22.00 hours
and
30 db (A) between 22.00 hours and 08.00 hours
all as measured on the boundary of the Science Park
2.18 To yield up
On the expiration or sooner determination of the Term peaceably to
yield up to the Landlord the Demised Premises in a good tenantable
state of repair and condition and decoration in accordance with the
covenants by the Tenant herein contained together with all additions
and improvements thereto and the keys and all Landlord's fixtures and
fittings of every kind now in or upon the Demised Premises or which
during the Term may be affixed or fastened to or upon the same all of
which shall be at the expiration or sooner determination of the Term
left complete with all parts and appurtenances thereof and in proper
working order and condition PROVIDED ALWAYS that the foregoing
covenants shall not apply to any articles held by the Tenant on hire
nor to the Tenant's fixtures and fittings and to make good any damage
caused to the Demised Premises by the removal of tenants and trade
fixtures and fittings AND PROVIDED FURTHER that if so required by the
Landlord the Tenant will remove from the Demised Premises such of the
Tenant's fixtures and fittings as are then installed in the Demised
Premises as the Landlord shall specify to be removed making good all
damage caused thereby to the
18
Landlord's satisfaction and reinstating the Demised Premises to their
original condition PROVIDED FURTHER that the Tenant may from time to
time (but only with the previous consent of the Landlord) substitute
for any of the Landlord's fixtures and fittings other fixtures and
fittings of at least as good a kind and quality as the Landlord's
fixtures and fittings and not less suitable in character.
2.19 Indemnity of the Landlord
To indemnify and keep indemnified the Landlord from and against
liability for all loss damage actions proceedings claims demands costs
damages and expenses of whatever nature in respect of any injury to or
the death of any person or damage to any property movable or immovable
or in respect of the infringement disturbance or destruction of any
right easement or privilege or otherwise by reason of or arising in any
way directly or indirectly out of:
2.19.1 the state of repair or condition of the Demised Premises
insofar as the Tenant is liable for such state or condition
under the covenants herein contained
2.19.2 the act omission or default of the Tenant its agents employees
customers invitees or visitors whilst on or about the Science
Park or the Demised Premises
2.19.3 the construction or existence of any extensions of or
alterations to the Demised Premises carried out by or on
behalf of the Tenant
2.19.4 the user of the Demised Premises and other areas of the
Science Park by the Tenant or its agents employees invitees or
visitors
2.19.5 anything now or hereafter attached to or on the Demised
Premises or the Science Park by or on behalf of the Tenant
2.20 Not to obstruct
2.20.1 Not to expose or place or permit or suffer to be exposed or
placed any goods articles or things whatsoever outside the
Demised Premises or upon any part of the Science Park and to
keep the same free from obstruction of any kind
2.20.2 Not to stop up darken or obstruct any windows or lights or
ventilators belonging to the Landlord or to other tenants of
the Landlord or to tenants of other units on the Science Park
or other property adjoining the Demised Premises and not to
stop up cover or obstruct access to any services on the
Science Park or to any fire escapes and not to give to any
third party any acknowledgment that the Tenant enjoys the
access of light or air to any windows or openings in the
Demised Premises by the consent of such third party or to pay
any sum of money to or enter into agreement with such third
party for the purpose of inducing or binding him to
19
abstain from obstructing the access of light or air to any
such windows or lights or ventilators and in the event that
any such third party doing or threatening to do anything which
obstructs or would obstruct such access of light or air
forthwith in writing to notify the same to the Landlord
2.20.3 Prevention of acquisition of easements
Without prejudice to sub-clause 2.20.2 above not to permit or
suffer any owner of adjoining or neighbouring property to
acquire any rights of way light or air or other easements over
the Demised Premises but as soon as the Tenant becomes aware
thereof to inform the Landlord or the Landlord's Managing
Agents in writing of any act or thing which may result in the
acquisition of any right or privilege over the Demised
Premises (for the purpose of enabling the Landlord if it
thinks fit to do anything necessary for preventing the
acquisition of any such right or privilege and to permit the
Landlord and the Landlord's Managing Agents to enter and
examine the Demised Premises accordingly) and at the sole cost
of the Landlord to join with the Landlord in taking such steps
or action as may be reasonably required by the Landlord to
prevent any such right or privilege from being acquired
2.21 To notify Landlord of defects and damage
2.21.1 To notify the Landlord without delay upon becoming aware of
any "relevant defects" of which it is aware in the state of
the Demised Premises within the meaning of Section 4 of the
Defective Premises Act 1972 or any statutory modification or
re-enactment thereof and (without prejudice to the foregoing)
to give notice thereof as soon as reasonably practicable to
the Landlord of any notice or claim affecting the Demised
Premises
2.21.2 In the event of the Demised Premises being destroyed or
damaged to give notice thereof immediately to the Landlord or
the Landlord's Managing Agents stating the cause of such
destruction or damage if the Tenant can in fact determine the
cause
2.22 For sale or to let boards
To permit the Landlord and its surveyors workmen and agents at any time
during the Term for the purpose of selling or disposing of the
Landlord's reversionary interest or at any time within six calendar
months next before the expiration or sooner determination of the Term
for the purpose of re-letting the Demised Premises to enter upon the
Demised Premises and to affix and retain upon any suitable part thereof
(but not so as to block any door or window) a notice board for selling
or letting the same (with or without any other premises) as the case
may be and the Tenant will not remove or obscure the same and will at
all times throughout the Term permit all prospective purchasers or
tenants by order in
20
writing of the Landlord or its agents to enter and view the Demised
Premises or any part thereof at reasonable hours in the daytime by
prior appointment without interruption
2.23 Covenants
To comply with those covenants and other matters affecting the Demised
Premises and not to interfere with those rights easements or other
matters (if any) affecting the Demised Premises as (in each case) are
contained or referred to in the documents referred to in the Fifth
Schedule.
3. THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:
3.1 Quiet enjoyment
That the Tenant paying the rents hereby reserved and observing and
performing the several covenants and stipulations on its part herein
contained shall peaceably hold and enjoy the Demised Premises during
the Term without any interference of the Landlord or any person
rightfully claiming under or in trust for him or by title paramount
3.2 To insure
3.2.1 Subject to such limitations exclusions and excesses as are
required by the insurers normal terms of insurance to keep
insured at all times throughout the Term the Demised Premises
(with the Tenant's interest being noted upon the policy of
insurance if the insurers so permit) against loss or damage by
fire explosion lightning storm and tempest riot civil
commotion and aircraft and articles dropped therefrom and
(where appropriate) flooding impact by vehicle escape of water
from burst pipes or other water apparatus (and in time of war
against war risks under any statutory insurance scheme which
may be applicable to the Demised Premises) the cost of shoring
up demolition and site clearance and against such other risks
as the Landlord may from time to time reasonably require
together with surveyors and architect's fees and three years
loss of rent (to include not only the rent currently payable
but having reasonable regard to potential increases in rent
pursuant to the Fourth Schedule and with any addition to the
amount insured as the Landlord may reasonably decide in
respect of VAT) in some insurance office of repute to a value
equal to the full cost of reinstatement thereof but not
necessarily facsimile reinstatement in accordance with local
and statutory requirements then current and against loss of or
damage to property or personal injury arising by reason of the
condition of the Demised Premises or any part thereof or any
building erected thereon or anything done therein and to make
all payments necessary for that purpose when the same shall
respectively become payable and unless the policy of insurance
shall be vitiated by act or default of the Tenant or its
agents licensees servants or invitees to cause all monies
received by
21
virtue of any such insurance (save any monies received in
respect of loss of rent) to be forthwith laid out in
rebuilding and reinstating the Demised Premises in the event
of the Demised Premises being damaged or destroyed as
aforesaid unless the Landlord is unable having used its best
endeavours (which the Landlord agrees to do) to obtain
permission for such rebuilding or reinstatement of the Demised
Premises whereupon this demise shall forthwith be at an end
without prejudice to any right of action of the Landlord or
the Tenant in respect of any antecedent breach of covenant
Provided that the Tenant shall have no claim in respect of the
said insurance monies
3.2.2 Whenever reasonably so required by the Tenant to supply to the
Tenant sufficient details of such policy or policies of
insurance to enable the Tenant to comply with the terms and
conditions thereof together with evidence of payment of the
premium
3.3 To use all reasonable endeavours to do such of the things and to
provide such of the services specified in the Third Schedule hereto as
the Landlord or Landlord's Managing Agents from time to time shall deem
appropriate and to use its like endeavours to enforce the covenant to
contribute to the expenses referred to in the Third Schedule which are
contained in leases of other premises on the Science Park (as defined
in the First Schedule hereto)
3.4 Unless the Landlord reasonably considers it not to be in the interest
of other tenants on the Science Park (as defined as aforesaid) to use
reasonable endeavours at the Tenant's request to enforce the covenants
contained in leases of other premises on the Science Park (as so
defined) the Tenant indemnifying the Landlord against its expenses
properly incurred in so far as they are not recoverable under the
provisions of the other leases (or otherwise)
4. PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS:
4.1 Notwithstanding and without prejudice to any other remedies and powers
herein contained or otherwise available to the Landlord if the rents
reserved or any part thereof shall be unpaid for twenty-one days after
becoming payable whether formally demanded or not or if any covenant on
the Tenant's part or condition contained in this Lease shall not be
performed or observed or if the Tenant for the time being (being a
company) shall enter into liquidation whether compulsory or voluntary
(save for the purpose of reconstruction or amalgamation whilst solvent)
or pass a resolution for winding up (save as aforesaid) or suffer an
administrator or an administrative receiver to be appointed or being an
individual or being more than one individual any one of them shall have
a receiving order made against him or become bankrupt or if the Tenant
(or if there shall be more than one Tenant any of them) shall enter
into composition with their or his creditors or suffer any distress or
execution to be levied on their or his goods than and in any such case
it shall be lawful for the Landlord at any time thereafter to re-enter
upon the
22
Demised Premises or any part thereof in the name of the whole and
thereupon this demise shall absolutely determine but without prejudice
to any right of action or remedy of the Landlord in respect of any
breach non-observance or non-performance of any of the Tenant's
covenants or any conditions herein contained
4.2 Notices
Any notice under this Lease shall be in writing and shall be deemed
well served if posted to the Registered Office of the recipient or if
an individual at his last known address or in the case of the service
on the Tenant at the Demised Premises by first class post recorded
delivery in which case the date of service shall be the day following
the date of posting
4.3 Waiver
No demand for or acceptance of or receipt for rent by the landlord
after knowledge or notice received by the Landlord or his agents of any
breach of any of the Tenant's covenants hereunder shall be or operate
as a waiver wholly or partially of any such breach but any such breach
shall for all purposes of these presents be a continuing breach of
covenant so long as such breach shall be subsisting and the Tenant
shall not be entitled to set up any such demand or acceptance of or
receipt for rent by the Landlord as a defence in any action or
proceeding by the Landlord
4.4 Representations
The Tenant hereby admits that the Demised Premises have been inspected
by it or on its behalf and the Tenant has entered into this Lease
solely on the basis of such inspection and upon the terms hereof and
not in reliance of any collateral contract warranty or representation
whether written oral or implied made by or on behalf of the Landlord
other than any made by the Landlord's Solicitors in reply to any
enquiries raised by the Tenant's Solicitors prior to the date hereof
4.5 Value Added Tax
For the avoidance of doubt it is hereby declared that where any party
has an obligation to make payment of any amount hereunder including
(without prejudice to the generality of the foregoing) the rents hereby
reserved and any Value Added Tax (or other like tax excise or custom or
other duty) becomes payable in respect of the supply of any goods or
services to which such amount relates or by reference to which in whole
or in part such amount is ascertained then the obligation shall extend
to and include the Value Added Tax (or other like tax as hereinbefore
mentioned) or the appropriate proportion thereof
4.6 Rent abatement
If the Demised Premises or any part thereof shall at any time during
the Term be
23
destroyed or so damaged by fire or other insured risk as to be unfit
for occupation or use then and in any such case unless the insurance of
the Demised Premises shall have been forfeited or payment of the said
policy monies or any part thereof refused by or in consequence of any
act or default of the Tenant their licensees or agents the rent hereby
reserved (without prejudice to any monies owing to the Landlord at the
date of such damage or destruction) or a fair and just proportion
thereof according to the nature and extent of the damage sustained
shall from the date of such damage or destruction and until the Demised
Premises shall have been rebuilt or reinstated and made fit for
occupation or until the end of the period for which the Landlord shall
have initiated loss of rent insurance (whichever shall first occur) be
suspended and cease to be payable
4.7 Ending of the lease following major damage
If at any time the Demised Premises shall be destroyed or damaged and
shall not have been reinstated by the Landlord by the date on which the
insurance for loss of rent effected by the Landlord expires the Tenant
may at any time thereafter by notice in writing to the Landlord
determine this Lease and on the tenth working day following the service
of such notice this Lease shall determine but without prejudice to any
rights or remedies which may then have accrued in respect of any breach
of any of the covenants or provisions contained therein provided that
the Tenant may not determine this Lease if the Landlord had by the date
falling two years and 6 months from the date of destruction or damage
commenced and is diligently proceeding with the carrying out of works
to replace the damaged or destroyed parts of the Demised Premises
4.8 Construction (Design and Management) Regulations 1994
4.8.1 In this clause:
(A) the expression "Regulations" means the Construction
(Design and Management) Regulations 1994 and any
expressions appearing in this clause which are
defined in the Regulations have the same meaning; and
(B) the expression "relevant work" means any construction
work which is undertaken by the Tenant or by a person
claiming under it pursuant to an obligation or a
right (whether or not requiring the Landlord's
consent) under this lease and for the purposes of the
Regulations the Tenant irrevocably acknowledges that
it, and not the Landlord, arranges the design,
carrying out and construction of relevant work.
4.8.2 The Tenant irrevocably acknowledges that it will be the only
client in respect of any relevant work.
4.8.3 Before any relevant work is commenced the Tenant shall make a
declaration in accordance with Regulation 4(4) and shall
forthwith serve it on the Executive and
24
a copy of it on the Landlord
4.8.4 The Tenant shall comply with its obligations as client in
respect of any relevant work.
4.8.5 The Tenant shall promptly provide the Landlord with a complete
copy of the health and safety file for all relevant work and
(no later than the expiry of the Term) the original health and
safety file.
4.8.6 The provisions of this clause 4.9 shall apply notwithstanding
that any consent issued by the Landlord in respect of any
relevant work does not refer to the said provisions or to the
Regulations.
4.9 Restriction on acquisition of easements
The Tenant shall not by virtue of this demise be deemed to have
acquired or be entitled to nor shall it during the Term acquire or
become entitled by any means whatever in respect of the Demised
Premises to any right of light or air nor any other easement from or
over or affecting any other land or premises now or at any time
hereafter belonging to the Landlord and not comprised in this demise
save such as is necessary for the carrying on of the Tenant's business
in the Demised Premises
4.10 Warranty
Nothing herein contained or implied shall be taken to be a covenant
warranty or representation by the Landlord that the Demised Premises
can lawfully be used for any particular purpose or that the Demised
Premises are fit for any purpose for which the Tenant may use them
4.11 Remedies for dilapidations in the state
If at the expiration or sooner determination of the Term the Demised
Premises are not in the state of repair and condition in which they
should be having regard to the Tenant's covenants herein contained the
Tenant shall (if so required by the Landlord) pay to the Landlord on
demand by way of liquidated damages:
4.11.1 such sum as shall be agreed between the parties and in default
of agreement as shall be certified by an independent chartered
surveyor to be appointed by the Landlord to represent in his
opinion:
(A) the cost of putting the Demised Premises into the state
of repair and condition in which they should be as
aforesaid and
[REMAINING PAGES OF LEASE MISSING]
25
THE FIRST SCHEDULE
hereinafter referred to
(Description of the Demised Premises)
[FIRST PAGE MISSING]
[MAP]
26
[MAP]
27
(vi) the right of support and protection for the benefit of the Demised
Premises as is now enjoyed from the other units and other parts of the
Science Park
(vii) for the Tenant its servants and employees to use such of the
recreational areas and facilities forming part of the Science Park as
are available and suitable for use without obligation on the part of
the Landlord to provide the same on such terms and in accordance with
such regulations as the Landlord may from time to time prescribe
EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:
(i) to build upon and use any land adjoining or near to the Demised
Premises and to rebuild or alter any of the adjoining or neighbouring
buildings including the right to build on or into the walls of the
Demised Premises according to such plans whether as to height extent or
otherwise and in such manner as shall be approved by the Landlord or
its Surveyors notwithstanding any interference thereby occasioned to
the access of light or air to the Demised Premises which light and air
shall be deemed to be enjoyed by licence only Provided always that the
Demised Premises shall not be rendered unsuitable for the user
permitted under the provisions of this Lease
(ii) the free and uninterrupted passage and running of water soil
electricity gas and telephone services from and to other parts of the
Science Park through the sewers gutters drains channels watercourses
pipes conduits cables and wires which are now or may hereafter during
the term hereby granted be in under or over the Demised Premises
together with full liberty and power at all times (but on reasonable
notice except in case of emergency) for the Landlord with or without or
others together where necessary with appliances to enter upon the
Demised Premises to inspect maintain repair cleanse amend re-route
relay replace or renew the said services and the Demised Premises and
to install any additional services for the benefit of the Demised
Premises or the other buildings on the Science Park but causing as
little interference as possible with the operation of the Tenant
carried on by it on the Demised Premises doing no unnecessary damage by
the exercise of this right and forthwith making good any damage to the
Demised Premises thereby occasioned
(iii) the right of support and protection for the benefit of the other units
and all other parts of the Science Park as is now enjoyed or as will be
hereafter enjoyed from the Demised Premises
(iv) the right of entry for the Landlord or the Landlord's Managing Agents
or others so authorised by them for the purposes of complying with any
of the Landlord's obligations
28
hereunder or for the repair maintenance or alteration of any adjoining
premises of the Landlord
(v) the right for the Landlord and its tenants of other parts of the
Science Park to pass on foot only through the Demised Premises for the
purpose (in case of emergency only) of gaining access to any fire
escapes situate within the building of which the Demised Premises form
part
THE SECOND SCHEDULE hereto
(Landlord's fixtures and fittings)
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Science and Business Park
1 x Stelrad Ideal Elan Wall mounted gas fired boiler
1 x Brefco fill expansion unit
1 x Grundfoss U P 15 60 water pump
17 x Stelrad Accord hot water radiators
1 x Honeywell frost thermostat
19 x Surelux light fitting 1200 x 600 recessed with SAS louvres
2 x Surelux light fitting 600 x 600 recessed with SAS louvres
12 x Surelux light fitting 1200 x 600 surface SAX LL 3436
2 x Surelux wall light/emergency light
1 x Surelux canopy light
1 x ▇▇▇▇▇▇▇▇▇ Cortege suspended ceiling mineral fibre board tile 600 x 600 x
15mm set on ▇▇▇▇▇▇▇▇▇ Microlock 15 Exposed grid suspension system (ground
floor only)
1 x Channel Safety Systems Ltd 2 zone CH2 fire alarm panel with Bezzell plate,
three fire bells and two call points
1 x Santon wall mounted water heater
1 x Southway mini kitchen - Ref 100 AR
25 x Double power link sockets and trunking
29
2 x Twyford Galerie WC bowl and cistern
1 x Twyford Galerie wash hand basin and taps
1 x Twyford Sola wash hand basin and taps (disabled WC)
2 x Twyford support rails (disabled WC)
2 x Toilet roll holders
1 x Plate glass mirror 500 x 1100
1 x Plate glass mirror 400 x 1100
1 x MK 711 ▇▇▇▇▇▇ point and light
1 x Roof Unit Ltd. model SDX Euro Flo extract fan and controller (kitchen)
1 x Roof Unit Ltd model "G" series twin extract fan and controller (toilets)
30
THE THIRD SCHEDULE
(Services)
The Maintenance Charge shall include the following:
1. The cost of inspecting repairing maintaining renewing replacing
cleansing and keeping clean and tidy
1.1 any drains sewers or other services serving the Demised Premises or any
other buildings on the Science Park but excluding those within the
Demised Premises and exclusively serving the same
1.2 the fences walls gates and other boundary structures
1.3 the car park spaces
2. The cost of inspecting and maintaining the landscaped areas and ▇▇▇▇▇▇
on the Science Park
3. Without prejudice to paragraphs (1) and (2) of this Schedule the cost
of insurance repair maintenance rebuilding renewing making lighting
cleansing and decoration of any parts of the Science Park which in the
Landlord's or the Landlord's Managing Agent's opinion benefit more than
one tenant but are not the specific responsibility of any one tenant
4. The payment by the Landlord of any rates water rates or other outgoings
which in the Landlord's or the Landlord's Managing Agents' reasonable
opinion benefit the Science Park or any part thereof and which do not
fall to be paid by any other tenant on the Science Park or by the
Landlord in respect of any unoccupied premises available for letting on
the Science Park
5. the employment of any staff (being reasonable in number) to perform
duties on the Science Park including periodical payments in respect of
National Health and Insurance Payments or similar or ancillary payments
required by statute to be made by the Landlord in respect of any such
staff and any reasonable benefits paid by the Landlord to any such
staff as a condition of employment
6. The carrying out of all works on the Science Park which are not the
specific responsibility of any one tenant and which shall be reasonably
necessary to comply with the doing of anything which the Landlord or
the Landlord's Managing Agents consider necessary or prudent to comply
with or to contest the incidence of any requirements under the ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ the Offices Shops and Railway Premises Act 1963 the Fire
Precautions ▇▇▇ ▇▇▇▇ the Town and Country Planning Acts 1971 to 1990
and the Health and Safety at Work ▇▇▇ ▇▇▇▇ and in any other legislation
or order or instrument deriving validity from
31
any of them and any Act or Acts for the time being in force amending or
replacing the same and any future legislation or order or instrument as
aforesaid of the like nature or effect.
7. The provision repair maintenance and updating of sign boards for the
Science Park (excluding "to let" or "for sale" signs)
8. The payment of management and other professional fees and expenses
reasonably incurred by the Landlord from time to time by virtue of or
in relation to any matter provided for in this Lease and the employment
of any accountant solicitor surveyor or other professional person for
any purpose connected with the management of the Science Park and the
cost of a professional valuation (not more than once in any period of
twelve months) of the Science Park for insurance purposes
9. The enforcement of any regulations relating to the use of the Science
Park or any part thereof and the preparation and enforcement of any
other regulations which may be made by the Landlord or the Landlord's
Managing Agents to amend replace or extend the same
10. The provision repair maintenance and replacement of such vehicles
equipment plant tools and materials as the Landlord or the Landlord's
Managing Agents may reasonably consider necessary for the provision of
services or the repair improvement and maintenance of the Science Park
11. The provision maintenance and renewal of such other services facilities
or amenities or the carrying out of such works to the Science Park and
its appurtenances and the effecting of such insurances in respect of
third party and property owners' risks and otherwise as the Landlord or
the Landlord's Managing Agents shall from time to time reasonably
consider necessary or desirable for the use enjoyment or benefit of the
Tenant jointly with other tenants on the Science park
12. (To the extent actually utilised by the Tenant) the cost of provision
of any refuse service and of providing and renewing any rubbish bins
and the periodical refuse collection charged to or undertaken by the
Landlord
13. The current rental value (if the premises hereinafter mentioned were
available for letting) from time to time (as certified by the
Landlord's surveyor or valuer by reference to other rentals payable for
units on the Science Park whose certificate shall be final and binding
upon the parties hereto) of premises on the Science Park provided for
use by the Landlord for the general management by the Landlord of the
Science Park and of premises for reception facilities or for any other
facility made available by the Landlord for the mutual use and benefit
of the Tenant and other tenants on the Science Park together with the
cost of heating and lighting all such premises whether or not the
Tenant shall make use of such facilities
32
14. The cost of borrowing any monies required to pay the cost of carrying
out the Landlord's obligations under this Lease
15. The sum or sums which the Landlord shall from time to time pay by way
of premium (including any increased premium payable by reason of any
act or omission of the Tenant) for keeping the Demised Premises insured
in accordance with the Landlord's obligation in that behalf contained
in Clause 3.2 hereof
33
THE FOURTH SCHEDULE
(Rent and rent review)
1. In this schedule the following expressions have the respective
specified meanings:
1.1 "Current Rent" means the amount of the yearly rent first reserved by
this lease payable immediately before the relevant Review Date;
1.2 "Review Date" means each of:
1.2.1 25/th/ December in the years 2001, 2004 and 2007; and (if
applicable)
1.2.2 any date so stipulated by virtue of paragraph 6;
1.3 "Review Rent" means the yearly market rack rental value which might
reasonably be expected to be payable, following the expiry of any
period at the beginning of the term which might be negotiated in the
open market for the purposes of fitting out, during which no rent, or a
concessionary rent, is payable (and on the assumption that the lessee
has had the benefit of such rent free or concessionary rent period), if
the Demised Premises had been let in the open market by a willing
lessor to a willing lessee with vacant possession, on the relevant
Review Date, without fine or premium, for a term of ten years computed
from the relevant Review Date, and otherwise upon the provisions (save
as to the amount of the rent first reserved by this lease but including
the provisions for rent review at three-yearly intervals) contained in
this lease and on the assumption if not a fact that the said provisions
have been fully complied with and on the further assumptions that:
1.3.1 the Permitted Use and the Demised Premises comply with
Planning Law and every other Enactment and that the lessee may
lawfully implement and carry on the Permitted Use;
1.3.2 the Demised Premises have been fitted out and are fit for
immediate occupation and operation of the Permitted Use;
1.3.3 no work has been carried out to the Demised Premises which has
diminished their rental value;
1.3.4 in case the Demised Premises or the Science Park or any part
of it has been destroyed or damaged they have been fully
restored,
but disregarding any effect on rent of:
(i) the fact that the Tenant or any underlessee or other occupier
or their respective
34
predecessors in title has been or is in occupation of the
Demised Premises;
(ii) any goodwill attached to the Demised Premises by the carrying
on in them of the business of the Tenant or any underlessee or
their respective predecessors in title or other occupier; and
(iii) (without prejudice to paragraphs 1.3.2 and 1.3.3) any works
carried out to the Demised Premises during the Term by the
Tenant or any permitted underlessee, in either case at its own
expense in pursuance of a licence granted by the Landlord and
otherwise than in pursuance of any obligation to the Landlord
and any other works carried out at the Demised Premises by the
Tenant under any previous tenancy whether or not so licensed
by the Landlord.
1.4 "Review Surveyor" means an independent chartered surveyor appointed
pursuant to paragraph 4.1 and if he is to be nominated by or on behalf
of the President of the Royal Institution of Chartered Surveyors, the
President shall be requested to nominate an independent charted
surveyor having not less than ten years practice next before the date
of his appointment and recent substantial experience in the letting and
valuation of premises of a similar character and quality of those of
the Demised Premises and who is a partner or director of a firm or
company of surveyors having appropriate market and valuation knowledge
of such premises.
2. The yearly rent first reserved and payable under this lease for each
year of the Term until the first Review Date is as follows:
(a) for the period commencing on 25th December 1998 and expiring
on the 24th December 1999 the sum of Twenty Five Thousand Four
Hundred and Twenty Five Pounds ((pound)25,425); and
(b) for the period commencing on 25th December 1999 until the
first Review Date the sum of Twenty Eight Thousand Three
Hundred and Fifty Pounds ((pound)28,350)
3. The yearly rent first reserved and payable from each Review Date until
the next following Review Date or (in the case of the period commencing
on the last Review Date during the Term) until the expiry of the Term
shall be the higher of:
3.1 the Current Rent; and
3.2 the Review Rent.
4. If the Landlord and the Tenant shall not have agreed the Review Rent by
the date three months before the relevant Review Date it shall (without
prejudice to the ability of the Landlord and the Tenant to agree it at
any time) be assessed as follows:
35
4.1 the Review Surveyor shall (in the case of agreement about his
appointment) be appointed by the Landlord or the Tenant to assess the
Review Rent or (in the absence of agreement at any time about his
appointment) be nominated to assess the Review Rent by or on behalf of
the President for the time being of The Royal Institution of Chartered
Surveyors on the application of the Landlord or the Tenant;
4.2 the Review Surveyor shall act as an arbitrator and the arbitration
shall be conducted in accordance with the Arbitration ▇▇▇ ▇▇▇▇; and
shall be required:
4.2.1 to give written notice to the Landlord and the Tenant inviting
each of them to submit to him within such time limits as he
shall reasonably stipulate a proposal for the Review Rent
supported by any or all of:
(A) a statement of reasons;
(B) a professional rental valuation;
(C) information in respect of any other matters they
consider relevant; and (separately and later)
(D) submissions in respect of each other's statement of
reasons, valuation and other matters; and
4.2.2 upon written request from the Landlord or the Tenant to assess
the Review Rent with a hearing and not solely upon the written
submissions and other matters referred to at paragraph 4.2.1
of this schedule 4; and
4.2.3 to give written notice to the Landlord and the Tenant if he
shall appoint a Solicitor or Counsel or expert to advise and
assist him on points of law and/or procedure and/or evidence
which notice shall include the name of the Solicitor or
Counsel or expert and details of their anticipated fees and
expenses and the Landlord or the Tenant shall notify the
Review Surveyor within a reasonable period if there is any
objection to such appointment or the level of such fees or
expenses and the Review Surveyor shall give reasonable
consideration to such representations.
4.3 if the Review Surveyor refuses to act, or is or becomes incapable of
acting or dies, the Landlord or the Tenant may apply to the President
for the appointment of another Review Surveyor.
5. If the Review Rent has not been agreed or assessed by the relevant
Review Date the Tenant shall:
5.1 continue to pay the Current Rent on account; and
36
5.2 pay the Landlord, within seven days after the agreement or assessment
of the Review Rent, any amount by which the Review Rent for the period
commencing on the relevant Review Date and ending on the quarter day
following the date of payment exceeds the Current Rent paid on account
for the same period, plus interest (but calculated at 2% per annum
above the Midlan Bank Plc base lending rate then in force) for each
instalment of rent due on and after the relevant Review Date on the
difference between what would have been paid on that rent day had the
Review Rent been fixed and the amount paid on account (the interest
being payable from the date on which the instalment was due up to the
date of payment of the shortfall).
6. If any Enactment restricts the right to review rent or to recover an
increase in rent otherwise payable then, when the restriction is
released, the Landlord may, at any time within six months after the
date of release, give to the Tenant not less than one month's notice
requiring an additional rent review as at the next following quarter
day which shall for the purposes of this lease be a Review Date.
7. As soon as possible after any increase in rent is agreed or determined
pursuant to this Fourth Schedule, a memorandum recording the increase
shall be signed on behalf of the Landlord and the Tenant respectively
and exchanged between them.
37
THE FIFTH SCHEDULE
(Covenants etc.)
All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.
38
SIXTH SCHEDULE
(Authorised Guarantee Agreement)
The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:
1.1 the rent reserved by the Lease (whether or not ascertained as to
amount) and other sums payable by the Assignee shall be duly paid and
that all the tenant's obligations contained in the Lease shall be
performed and observed as required by the Lease and that if there is
any breach of the tenant's obligations the Assignor shall comply with
the obligations in respect of which the Assignee shall be in default
and shall on demand pay to the Landlord an amount equivalent to the
rents or other sums not paid and/or any loss damage costs charges
expenses or any other liability incurred or suffered by the Landlord as
a result of the breach and shall otherwise indemnify and hold harmless
the Landlord against all actions claims costs damages demands expenses
losses and proceedings arising from or incurred by the Landlord as a
result of such non-compliance;
1.2 if any liquidator or other person having power to do so disclaims the
Lease and if the Landlord by written notice served within three months
after the date of disclaimer (the "Relevant Trigger Event") requires
the Assignor to accept a lease of the Premises (for a term computed
from the date of the Relevant Trigger Event to the date on which the
Term (as defined in the Lease) would have expired by effluxion of time
and at the same rents and subject to the same covenants conditions and
provisions as are reserved by and contained in the Lease immediately
before the Relevant Trigger Event and with coincidental rent review
dates (as defined in the Lease) (the said new lease to take effect as
from the date of the Relevant Trigger Event) the Assignor shall
forthwith accept such lease accordingly and execute and deliver to the
Landlord a counterpart of it and indemnify the Landlord on demand
against the costs incurred on the grant of the new lease;
1.3 without prejudice to the rights of the Landlord against the Assignee
the Assignor shall be a principal debtor in respect of its obligations
under this clause and not merely a surety and accordingly the
Assignor's liability shall not be discharged by any act or thing by
which it would not have been discharged if the Assignor had been a
principal debtor;
1.4 the Assignor shall pay all charges (on a full indemnity basis)
reasonably incurred by the Landlord in enforcing the Assignor's
obligations under this deed.
2. The Landlord agrees with the Assignor that it will notify the Assignor
in writing within ten working days of receiving notice that the Lease
is no longer vested in the Assignee.
39
(THE COMMON SEAL of SUN LIFE
(PENSIONS MANAGEMENT LIMITED
(was hereunto affixed in the
presence of:
Authorized Signatory
Authorized Signatory
40
DATED 23/rd/ AUGUST 1999
--------------------------------------------------------------
SUN LIFE PENSIONS MANAGEMENT LIMITED
and
CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED
--------------------------------------------------------------
LEASE
of
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Science and
Business Park, Melbourn, South Cambridgeshire
--------------------------------------------------------------
NOTE: This Lease is a new tenancy for the purposes of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇▇-▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇-▇▇▇ ▇▇▇▇
Ref: 2065/2174/30794054
1
THIS LEASE is made the 23/rd/ day of August 1999
BETWEEN:
(1) SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (hereinafter called
the "Landlord") and
(2) CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(hereinafter called the "Tenant")
WITNESSETH as follows:
1. The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
particularly described in the First Schedule hereto together with the
Landlord's fixtures and fittings therein set out in the Second Schedule
hereto (all which premises are hereinafter referred to as the "Demised
Premises") TO HOLD the same unto the Tenant for the term of twelve years
subject to the provisions for earlier determination in Clause 4.17 from and
including 25/th/ December 1998 (the "Term") PAYING THEREFOR:
FIRSTLY yearly and proportionately for any part of a year, the rent
specified in the Fourth Schedule, by equal quarterly payments in advance on
the usual quarter days in every year, the first such payment or a
proportionate part of it (being a proportionate part of the rent specified
in paragraph 2 of the Fourth Schedule from the date hereof to the first
anniversary of the date from which the Term is calculated, after deduction
of quarterly instalments of such yearly rent payable on the intervening
usual quarter days) to be made on the date hereof;
SECONDLY on demand by way of additional rent (and the Landlord's remedies
for recovering rent in arrears shall apply hereto) a sum representing
interest at the rate of four pounds per centum per annum above the Midland
Bank Plc base lending rate in force at the date the rent falls due upon any
payment of rent outstanding and unpaid upon the date when the payment of
rent fell due and upon any other sum or sums of money payable under the
terms of this Lease by the Tenant to the Landlord which shall remain unpaid
the interest to be charged from the date upon which the payment of rent
fell due or the said sum or sums was or were (as the case may be) demanded
in writing throughout the entire period during which the payment of rent or
other sum or sums remain outstanding or unpaid Provided always that this
Clause shall not prejudice in any way the Landlord's right of re-entry
contained in Clause 4.1 hereof.
THIRDLY as additional rent a proportionate part (hereinafter called "the
service rent") of the Maintenance Charge (which expression in this Lease
shall mean the aggregate in any one year of the costs expenses provisions
liabilities and payments properly incurred or
2
otherwise provided for by the Landlord in relation to the matters set forth
in the Third Schedule hereto) being subject to the following terms and
provisions:
1.1 the amount of service rent shall be ascertained and certified annually by a
certificate (hereinafter called "the certificate") signed by the Landlord
or its Managing Agents (which expression in this Lease shall mean the
Agents (if any) nominated by the Landlord and for the time being thereunder
duly authorised by the Landlord and includes their sub-agents to whom if
requested by the Landlord in writing all communications intended for the
Landlord shall be addressed) so soon after the end of the Landlord's
financial year as may be practicable and shall relate to such year in
manner hereinafter mentioned
1.2 the expression "the Landlord's financial year" shall mean the period from
the First day of April to the Thirty-first day of March or such other
annual period as the Landlord may in its discretion from time to time
determine
1.3 a copy of the certificate for each such financial year shall be supplied by
the Landlord to the Tenant on written request and without charge to the
Tenant
1.4 the certificate shall contain a fair and accurate summary of the Landlord's
said expenses and outgoings incurred by the Landlord during the Landlord's
financial year to which it relates and the certificate (or a copy thereof
duly certified by the person by whom the same was given) shall be
conclusive evidence for the purposes hereof of the matters which it
purports to certify save in case of manifest error or mis-statement
1.5 the annual amount of the service rent payable by the Tenant as aforesaid
shall be:
(A) a percentage of the Maintenance Charge which is calculated
by comparing the gross internal floor area of the Demised
Premises with the total gross internal floor area of all
premises (including the Demised Premises) let or available
for letting (including any premises the freehold of which
has been sold by the Landlord but subject to the payment to
the Landlord of a service charge contribution) from time to
time on the Science Park (as defined in the First Schedule)
and the determination of such percentage by the Landlord or
its Managing Agents shall be final
(B) together with the whole of the insurance charge set forth
in Paragraph 15 of the Third Schedule
1.6 on the usual quarter days in each year during the Term the Tenant shall pay
to the Landlord such a sum (hereinafter referred to as "advance payment")
in advance and on account of the service rent for the Landlord's financial
year then current as the Landlord or its Managing Agents shall from time to
time specify to be fair and reasonable
1.7 within a reasonable period after the end of each Landlord's financial year
the Landlord
3
shall furnish to the Tenant an account of the service rent payable by the
Tenant for that year due credit being given therein for the advance
payments made by the Tenant in respect of the said year and upon the
furnishing of such account there shall be paid by the Tenant to the
Landlord the service rent or any balance found payable or there shall be
allowed or (after the expiry of the Term) repaid by the Landlord to the
Tenant any amount which may have been overpaid by the Tenant by way of
advance payment as the case may require PROVIDED ALWAYS that the provisions
of this sub- clause shall continue to apply notwithstanding the expiration
or sooner determination of the Term but only in respect of the period down
to such expiration or sooner determination as aforesaid
1.8 it is hereby agreed and declared that the Landlord shall not be entitled to
re-enter under the provision in that behalf hereinafter contained by reason
only of the non payment by the Tenant of any advance payment as aforesaid
prior to the issue of the certificate for the preceding financial year but
nothing in this Clause or this Lease contained shall disable the Landlord
from maintaining an action against the Tenant in respect of non payment of
any such advance payment notwithstanding that the certificate had not been
issued at the time of the proceedings subject nevertheless to proof in such
proceedings by the Landlord that the advance payment demanded and unpaid is
of a fair and reasonable amount having regard to the prospective service
rent ultimately payable by the Tenant
2. THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:
2.1 To pay Rent
To pay the rents hereby reserved and made payable on the days and in manner
aforesaid without any deductions or set off and (unless the Landlord agrees
otherwise) to pay the rent first reserved (together with any VAT on it) by
Banker's standing order.
2.2 To pay Outgoings
2.2.1 From time to time and at all times throughout the Term to pay and
discharge all existing and future rates taxes duties charges
community charges and assessments surcharges impositions and
outgoings whatsoever whether parliamentary local or of any other
description which now are or may at any time during the Term be
assessed imposed or charged upon or payable in respect of the
Demised Premises or any part thereof or upon the owner or occupier
in respect thereof or payable by either in respect thereof and
whether of national or local and whether of a capital or revenue
nature and even though of a wholly novel character provided that the
Tenant shall not in any event be liable for any payments as shall be
occasioned by any development disposition of or dealing with the
ownership of any estate or interest expectant in reversion on the
determination of the Term or subject to Clause 4.6 hereof upon the
rents received by the Landlord.
4
2.2.2 To pay all charges for water, gas and electricity (including meter
rents) consumed in the Demised Premises during the Term.
2.2.3 To keep the Demised Premises in rateable occupation during the last
three months of the Term or such longer period as The Secretary of
State may specify as "the standard period" for the purpose of
Section 42 of the Local Government Planning and Land ▇▇▇ ▇▇▇▇
2.2.4 Immediately and in any case within seven days of receipt of any
proposal by the Valuation Officer or Rating Authority respecting the
rating assessment of the Demised Premises to give notice thereof to
the Landlord and not to agree to any such proposal without the
Landlord's written consent (such consent not to be unreasonably
withheld or delayed)
2.3 To repair and keep clean and tidy
2.3.1 Subject always to the proviso hereinafter appearing well and
substantially to repair cleanse maintain and keep in good and
substantial repair and condition the Demised Premises and without
prejudice to the generality of the foregoing well and substantially
to repair and keep in repair and maintain all party walls (jointly
with tenants of adjoining premises) and all fencing and boundary
walls lighting heating and ventilation and drainage systems plate
glazing water gas and other installations fire fighting equipment
and all other machinery and Landlord's fixtures and fittings in the
Demised Premises and exclusively serving the same and all sewers
drains channels watercourses gutters rainwater and soil pipes and
cables and supply lines exclusively serving the same (damage by any
of the insured risks save where the insurance moneys shall be
irrecoverable in consequence of any act or default of the Tenant or
its agents licensees servants or invitees or damage to the Tenant's
trade fixtures fittings and stock (if any) only excepted)
2.3.2 To keep the Demised Premises maintained to a good standard of
decorative order and properly clean and, as often as necessary and
at least once in every third year as to the exterior of the Demised
Premises and once in every fifth year as to the interior of the
Demised Premises and also in the last year of the Term (but not
twice in any period of 18 months), to redecorate and treat the
Demised Premised with appropriate materials in a good and
workmanlike manner (and during the last year of the Term in a colour
scheme and with materials approved by the Landlord).
2.3.3 Without prejudice to the generality of the foregoing to clean all
glazing (both inside and outside and including frames) in the
Demised Premises as often as shall reasonably be necessary but not
less than once in every three months
5
2.3.4 To clean the brickwork cladding and other finishes in a workmanlike
manner as often as shall reasonably be considered necessary by the
Landlord
2.3.5 Immediately preceding the determination of the Term (howsoever
determined) to thoroughly clean and scour the external and internal
parts of the Demised Premises and leave the same clean and secure in
every respect on the last day of the Term
2.3.6 To make good all damage caused to the Demised Premises and all other
parts of the Science Park (as defined in the First Schedule hereto)
by the Tenant its servants agents or licensees or caused in the
furtherance of theft and within one month (or within twenty- four
hours in case of emergency) after service upon the Tenant by the
Landlord of a notice in writing specifying any repairs for which the
Tenant is responsible and necessary to be done to commence and
thereafter proceed diligently to complete the execution of such
repairs and if the Tenant shall fail so to do the Landlord may
execute such repairs and the cost thereof shall be a debt due from
the Tenant to the Landlord and be forthwith recoverable by action
and the Landlord's remedies for recovering rent in arrears shall
apply hereto
2.3.7 To pay to the Landlord forthwith upon written demand (and the
Landlord's remedies for recovering rent in arrears shall apply
hereto) the reasonable cost to the Landlord of inspecting repairing
maintaining renewing replacing any party walls separating the
Demised Premises from any adjoining premises in case of failure by
the Tenant to comply with its obligations under Clause 2.3.1 of this
Lease
2.3.8 To take all steps necessary to prevent the freezing of water pipes
in the Demised Premises
PROVIDED ALWAYS that the Tenant shall not be liable hereunder for latent or
inherent defects in the Demised Premises and PROVIDED FURTHER that in
complying with its obligations pursuant to this Clause 2 the Tenant shall
not be required to put the Demised Premises in any better state of repair
than the state evidenced by the Schedule of Condition annexed to the
Tenant's previous lease of the Demised Premises dated 23rd May 1997, a copy
of which is attached hereto, as amended by the letter also attached hereto
from Messrs. ▇.▇. ▇▇▇▇▇▇▇ to Messrs. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Dated 30th April
1997
2.4 Landlords discretion as to painting and repairs and of making regulations
To abide by the decision of the Landlord or the Landlord's Managing Agents
as to whether and the time and manner in which any work ought to be done
pursuant to the covenants in sub-clause 2.3 of this Clause and to comply
with their reasonable directions
6
in that behalf and as to the mode of bringing telephone communication wires
into the Demised Premises and to abide by all reasonable regulations from
time to time in force (written details of which shall have first been given
to the Tenant) relating to the use of any parts of the Science Park which
the Tenant is entitled to use but which are not included in the Demised
Premises the Landlord being entitled to make and from time to time amend
any such regulations as it shall at its discretion think appropriate for
the preservation of the quality and character of the Science Park and the
amenities thereof and the well-being of its occupants (including but
without limiting the generality of the foregoing regulations restricting
the use of the Science Park but not the Demised Premises for such periods
as the Landlord shall deem reasonably necessary or expedient in the
interests of safety expedition of repairs or decorations or otherwise)
2.5 Restriction on effluent and rubbish
2.5.1 Not to discharge into the drains of the Landlord any effluent other
than storm water or into the sewers of the Landlord any effluent
other than sewerage water and soil otherwise than as authorised by
licence issued by Anglian Water Plc or Geodesys Limited or other
drainage authority for the time being having jurisdiction in
relation to the Science Park and strictly in compliance with all
conditions regulations and requirements attaching to such licence
PROVIDED THAT the Tenant shall at all times indemnify the Landlord
in relation to any liability for contamination or other costs,
claims or damage whatsoever or howsoever arising from and directly
attributable to such discharge and not to wash down vehicles of any
type on any part of the Science Park
2.5.2 To supply to the Landlord within 7 days of a request therefor a copy
of any licence obtained by the Tenant pursuant to Sub-Clause 2.5.1
above.
2.5.3 Not to form any refuse dump or rubbish or scrap heap on the Demised
Premises or in any yard passageway staircase or balcony adjacent
thereto but to remove as frequently as reasonably necessary all
refuse rubbish and scrap and all used tins cans boxes and other
containers which may have accumulated on the Demised Premises and to
use the refuse disposal receptacles (if any) provided by the
Landlord and to keep the Demised Premises generally free from weeds
deposit of materials or refuse and clean and tidy and not to bring
or keep or suffer to be brought or kept upon the Demised Premises or
on any part of the Science Park anything which is or may become
untidy unclean unsightly or in any way detrimental to the amenity of
the neighbourhood and within two working days to comply with the
requirements of any written notice from the Landlord to restore any
amenity injured as aforesaid and in the event of the Tenant failing
to comply with such notice the Landlord shall be entitled to enter
upon the Demised Premises or elsewhere on the Science Park and carry
out any works necessary to comply with such notice and to recover
the reasonable cost thereof from the Tenant which shall at the
option of the Landlord be recoverable from the Tenant
7
as rent in arrear.
2.6 To permit entry for inspection
2.6.1 To permit the Landlord or the Landlord's Managing Agents or such
workmen as may be authorised in writing by them respectively at all
reasonable times within forty-eighty hours of notice in writing from
the Landlord to the Tenant (except in case of emergency when no
notice shall be required) to enter the Demised Premises and take a
plan and examine the state of repair and condition of the same and
to keep inventories of the fixtures and things to be surrendered at
the expiry of this Lease and within one calendar month or sooner if
requisite after notice in writing to the Tenant of all defects and
wants of reparation for which the Tenant is liable under the
covenants on his part herein contained found on such examination
shall have been given or left at the Demised Premises to proceed
diligently to repair and make good the same according to such notice
and the covenants and conditions and in accordance with the
requirements of the Landlord or the Landlord's Managing Agents and
in case the Tenant shall make default in so doing within one month
of the service of such notice (or within twenty-four hours in case
of emergency in the opinion of the Landlord) it shall be lawful for
workmen and others to be employed by the Landlord to enter upon the
Demised Premises and repair and restore the same and all costs and
expenses incurred thereby and Value Added Tax thereon (including
Surveyor's and other professional fees) shall on demand be paid by
the Tenant to the Landlord and if not so paid shall be recoverable
by the Landlord as rent in arrear
2.6.2 To permit the Landlord or its Agents or workmen at all reasonable
times within forty-eight hours of notice in writing from the
Landlord to the Tenant (except in case of emergency when no notice
shall be required) to enter upon the Demised Premises for the
purpose of executing repairs additions or alterations painting and
redecoration to or upon any adjoining or neighbouring premises or
for making repairing renewing or connecting or cleansing any
services belonging to or leading from the same such persons causing
as little inconvenience or interruption to business as possible and
making good to the reasonable satisfaction of the Tenant all damage
to the Demised Premises thereby occasioned
2.6.3 The Tenant shall indemnify the Landlord from and against all
liability whatsoever including all actions proceedings costs claims
and demands brought or made against the Landlord under or by virtue
of the Defective Premises ▇▇▇ ▇▇▇▇ or any Act or Acts for the time
being amending or replacing the same or any regulations or orders
made thereunder in the event of the Landlord exercising the right to
enter the Demised Premises to carry out any description of
maintenance or repair thereof under the power contained in sub-
clause 2.6.1 of this sub-clause
2.7 Restriction on Alterations
8
2.7.1 Not to make any structural alterations to the Demised Premises or
any part thereof nor to erect any new buildings or extensions
thereon and without prejudice to the generality of the foregoing not
to install any outlets for pipes wires cables or flues through the
walls doors or windows of the Demised Premises (save as hereinafter
contained) Provided always that the cutting of one or more doors or
similar openings in a wall or walls separating the Demised Premises
from any adjoining premises occupied by the Tenant shall not for the
purposes of this sub-clause be regarded as a structural alteration
and shall require the consent of the Landlord under Clause 2.7.2
2.7.2 Not without the previous consent in writing of the Landlord such
consent not to be unreasonably withheld or delayed (and then only in
accordance with plans previously approved in writing by the Landlord
such approval not to be unreasonably withheld or delayed and subject
to conditions reasonably imposed by and under the supervision and to
the reasonable satisfaction of the Landlord or its Surveyors or
Architects) to make any non-structural alterations or additions to
the Demised Premises (excepting the installation of or alterations
to internal demountable partitioning for which no consent will be
necessary) and if required by the Landlord to reinstate all such
approved alterations and modifications (including demountable
partitioning) at the end of the Term (or (if earlier) if the case of
works to create an opening in walls separating the Demised Premises
from adjoining premises occupied by the Tenant the date on which the
adjoining premises cease to be occupied by the Tenant) to the
reasonable satisfaction of the Landlord or its Surveyor.
2.7.3 At the expiry of the Term (howsoever determined) (or (if earlier) in
the case of works to create an opening in walls separating the
Demised Premises from adjoining premises occupied by the Tenant the
date on which the adjoining premises cease to be occupied by the
Tenant) if and to the extent required by the Landlord to remove all
alterations or additions made to the Demised Premises or any part by
the Tenant or its predecessors in title prior to the date of this
lease pursuant to any previous tenancy of the Demised Premises under
which the Tenant or any predecessor in title of the Tenant was
permitted to carry out alterations to the Demised Premises subject
to a liability to reinstate and where the Tenant or the predecessor
in title did not reinstate the alterations on the determination of
that tenancy and to restore and make good the Demised Premises in
good and workmanlike manner to the condition and design which
existed before the alterations were made to the reasonable
satisfaction of the Landlord or its surveyor.
2.8 Not to affix heavy apparatus or exceed loads or overload services
2.8.1 Not to affix to the structure or any part of the Demised Premises
any heating
9
apparatus ducting pipes or electric power cables or any crane or
hoist for the lifting or transport of merchandise or other goods
without the written permission of the Landlord first obtained such
permission not to be unreasonably withheld or delayed such
permission to be hereby deemed and acknowledged in relation to any
such apparatus pipes cables crane or hoist affixed to the Demised
Premises by the Tenant prior to the date hereof pursuant to any
previous lease.
2.8.2 Not to suspend or permit or suffer to be suspended any heavy load
from the ceilings or main structure of the Demised Premises nor load
or use or permit or suffer to be loaded or used the floor or
structure of the Demised Premises in any manner which will in any
way impose a weight or strain in excess of that which such premises
are constructed to bear with due margin for safety or which will in
any way strain or interfere with the structural members thereof
2.8.3 Not to overload the services to the Demised Premises
2.8.4 To pay to the Landlord on demand all reasonable costs reasonably
incurred by the Landlord in obtaining the opinion of a suitably
qualified engineer as to whether the Tenant has been in breach of
this sub-clause 2.8 and the Landlord's remedies for recovering rent
in arrears shall apply hereto
2.9 Not to avoid insurance
2.9.1 Not to do or permit or suffer to be done anything (save that the
permitted use from time to time shall not be deemed to be a breach
of this covenant) whereby the policy or policies of insurance of the
Demised Premises and/or the adjoining or neighbouring premises of
the Landlord may become void or voidable and to comply with all
reasonable recommendations and requirements of the insurers as to
fire precautions relating to the Demised Premises.
2.9.2 To pay to the Landlord on demand any increased premium which the
Landlord may be reasonably required to pay under any insurance
policy in respect of the Demised Premises or any other property of
the Landlord arising from the user as hereinafter mentioned of the
Demised Premises and all such payment shall be added to the rent
hereinbefore reserved and shall be recoverable as rent
2.9.3 In the event of the Demised Premises or any part thereof being
destroyed or damaged by any of the insured risks and the insurance
moneys under any insurance against the same effected thereon by the
Landlord being wholly or partly irrecoverable by reason solely or in
part of any act or default of the Tenant or its agents licensees
servants or invitees then and in every such case the Tenant will
forthwith (in addition to the said rent) pay to the Landlord the
irrecoverable proportion of the cost of completely rebuilding and
reinstating the same
10
2.9.4 Not to effect any policy of insurance of its own in respect of
risks covered by the insurance effected by the Landlord of the
Demised Premises (and in default any insurance money received
by or payable to the Tenant shall become the property of the
Landlord)
2.10 Dangerous substances
2.10.1 Not to keep or permit or suffer to be kept on the Demised
Premises any material liquid or gas of a dangerous combustible
corrosive explosive flammable radio-active or offensive nature
otherwise than in accordance with the provisions of any
relevant Act or Acts of Parliament or regulations made
thereunder or issued by the Health and Safety Executive or any
other like statutory body for the time being in force and
after due notice to the Landlord and the insurers of the
Demised Premises and payment of every increased or extra
premium which ought properly to be paid and in any event not
to store in the Demised Premises materials the keeping of
which may contravene any statute order or regulation or bye-
law
2.10.2 If it shall be necessary for the Landlord or any tenant of any
unit adjoining the Demised Premises to carry out any work to
such adjoining unit as a result of the storage in the Demised
Premises or any of the substances mentioned in sub-clause
2.10.1 hereof then the Tenant shall forthwith on demand pay to
the Landlord or such adjoining tenant the cost incurred in
carrying out such work as aforesaid
2.10.3 Within seven days of a request by the Landlord to supply to
the Landlord copies of any applications made by the Tenant to
any statutory or other authority or body for consent to keep
any of the matters referred to in sub-clause 2.10.1 thereof on
the Demised Premises together with copies of any licences
issued pursuant to any such applications
2.11 Dealings with the lease
2.11.1 Not to transfer, mortgage, charge, hold on trust for another,
underlet or otherwise part with possession of any part (as
distinct from the whole) of the Demised Premises or agree to
do so.
2.11.2 Not to transfer, hold on trust for another, underlet or
otherwise part with possession of the whole of the Demised
Premises or agree to do so, except that the Tenant may
transfer or underlet the whole of the Demised Premises if,
before the transfer or underletting is completed, the Tenant
complies with the conditions described in clause 2.11.3 or
clause 2.11.4, as applicable.
(Assignment)
2.11.3 The conditions (which are specified for the purposes of
section 19(1A) of the
11
Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and which operate without
prejudice to the Landlord's right to withhold consent on any
reasonable ground) applying to a transfer of the whole of the
Demised Premises are:
(A) that the Tenant enters into an authorised guarantee
agreement, as defined in Section 16 of the Landlord
and Tenant (Covenants) ▇▇▇ ▇▇▇▇, with the Landlord in
the form of the draft set out in the Sixth Schedule
hereto; and
(B) that any guarantor of the Tenant's obligations
guarantees to the Landlord that the Tenant will
comply with the authorised guarantee agreement in a
form which the Landlord reasonably requires; and
(C) that, subject as provided in paragraph ((D)) and if
the Landlord so reasonably requires, the proposed
assignee procures one, but not both, of the
following:
(1) covenants with the Landlord by an additional
guarantor or guarantors approved by the
Landlord (who shall act reasonably in giving
its approval), in terms having a form and
content reasonably required by the Landlord;
or
(2) a deposit with the Landlord or an amount in
cleared funds equal to half of the then
current yearly rent first reserved by this
lease and an amount equal to VAT on the
amount, on terms which the Landlord
reasonably requires; and
(D) if the proposed transfer is to a Group Company (which
expression shall have the meaning set out in Section
42 of the Landlord and Tenant Act 1954); and
(1) if the Tenant's obligations, or any of them,
are guaranteed by another Group Company,
that such Group Company covenants with the
Landlord terms having a form and content
reasonably required by the Landlord; or
(2) if the Tenant's obligations are not
guaranteed by another Group Company and if
the transferee is not, in the Landlord's
reasonable opinion, of equal financial
standing to the Tenant, that the proposed
transferee procures covenants by a Group
Company other than the Tenant and the
transferee and which is, in the Landlord's
reasonable opinion, of equal financial
standing to the Tenant, in a form which the
Landlord reasonably requires; and
(3) whether or not paragraph (D)(1) or (2)
applies, if the Tenant's obligations, or any
of them, are secured by a security deposit,
the
12
proposed transferee procures a deposit with
the Landlord of the amount and on terms
described in paragraph (C)(2); and
(E) that the Landlord's consent, which will not be
unreasonably withheld, is obtained to, and within two
months before, the transfer.
(Underletting)
2.11.4 Not to underlet the whole of the Demised Premises except:
(A) to a person who has covenanted with the Landlord:
(1) to observe the Tenant's obligations in this
Lease (other than the payment of rents);
(2) not to transfer the whole of the Demised
Premises without the Landlord's consent
(which shall not be unreasonably withheld if
the conditions which are referred to in
clause 2.11.3 are first satisfied); and
(3) not to transfer part of the Demised Premises
or to underlet or otherwise part with
possession or share the occupation of the
Demised Premises or any part of them;
(B) by reserving as a yearly rent, without payment of a
fine or premium, an amount equal to their then open
market rack rental value such rent to be approved by
the Landlord (who shall not unreasonably withhold it)
and to be payable by equal quarterly instalments in
advance on the usual quarter days and by reserving,
as additional rents, amounts equal to and payable at
the same times as the other rents reserved by this
lease;
(C) by a form of underlease (which does not express any
sum to be payable by reference to a percentage or
proportion of the rent or any other sum payable under
this lease, but which requires it to be payable and
assessed in accordance with the same principles as
are required by this lease) to be approved by the
Landlord, such approval not to be unreasonably
withheld;
(D) by a form of underlease which requires:
(1) the principal rent reserved by it to be
reviewed upwards only at each of those
Review Dates which will occur during the
sub-term, in accordance with the same
principles which apply to rent reviews under
this lease;
13
(2) the underlessee to observe the Tenant's
obligations (other than the obligation to
pay rents under this lease) to the extent
they relate to the Demised Premises and
containing:
(a) a condition for re-entry by the
underlessor on breach of any
obligation by the underlessee;
(b) a qualified covenant not to transfer
the whole of the Demised Premises
(subject to prior compliance with
conditions as set out in clause
2.11.3) and an unqualified covenant
not to transfer part of the Demised
Premises or to underlet or otherwise
part with possession or share the
occupation of the Demised Premises
or any part of them;
(c) an agreement excluding sections 24
to 28 inclusive of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ in relation to the
underlease, pursuant to an Order
duly made under section 38(4) of
that Act; and
(E) with the Landlord's consent, issued within two months
before completion of the underletting, which consent
(subject to compliance with the foregoing conditions
precedent shall not be unreasonably withheld.
2.11.5 To enforce the observance by every underlessee of the
provisions of the underlease and not expressly or impliedly to
waive any breach of them, nor to vary the terms of any
underlease.
2.11.6 Not to agree any reviewed rent payable under an underlease
until the principal rent reserved by this Lease has been
reviewed and agreed in accordance with the provisions of the
Fourth Schedule hereto.
(Sharing occupation)
2.11.7 Not to share the occupation of the Demised Premises or any
part of them.
2.12 Notifying Landlord of dealings with the lease
2.12.1 Within ten working days after any disposition or devolution of
this lease, or of any estate or interest in or derived out of
it, to give the Landlord notice of the relevant transaction
with a certified copy of the relevant document, and to pay the
Landlord a fair and reasonable fee of not less than twenty-
five pounds for registering each notice.
2.12.2 To notify the Landlord of particulars of the determination of
every rent review
14
under any underlease of the Demised Premises within fourteen
days after the date of determination.
2.13 To pay costs of notices and consents and orders
2.13.1 To pay all proper and reasonable costs charges and expenses
(including Solicitors costs and Surveyors fees) incurred by
the Landlord in any proceedings under Sections 146 and 147 of
the Law of Property ▇▇▇ ▇▇▇▇ or any statutory provision
replacing the same notwithstanding that forfeiture is avoided
otherwise than by relief granted by the Court
2.13.2 To reimburse to the Landlord on demand all proper and
reasonable fees costs charges and expenses incurred or
suffered by the Landlord arising out of or in connection with
or incidental to any application or request by the Tenant in
connection with the Demised Premises or any provisions of this
Lease whether or not the same shall be proceeded with by the
Tenant or shall be granted subject to conditions or arising
out of or in connection with any steps in connection with the
preparation and service of a Schedule of Dilapidations during
or within ninety days after the expiry of sooner determination
of the Term or within ninety days after the Tenant vacates the
Demised Premises whichever shall be the later (but in relation
only to dilapidations occurring during the Term)
2.13.3 To pay all proper and reasonable legal costs and disbursements
incurred by the Landlord in the recovery of arrears of rent
and any other monies due hereunder from the Tenant to the
Landlord and proceedings in connection therewith
2.14 User
2.14.1 Subject to sub-clause 2.16 hereof to use the Demised Premises
for such use within Class B1 of the Town and Country Planning
(Use Classes) Order 1987 as shall be first approved in writing
by the Landlord (such consent not to be unreasonably withheld
or delayed where the proposed use is compatible with uses on a
Science Park and does not conflict with good estate
management) and for no other purpose
2.14.2 Not to use the car parking spaces on the Science Park
allocated to the Tenant pursuant to the provisions of the
First Schedule otherwise than for parking private motor cars
of the Tenant its employees and visitors
2.15 Advertisements and signs
2.15.1 Not to affix or permit to be affixed or exhibited to or upon
any part of the exterior of the Demised Premises or on the
interior visible from the exterior any placard poster sign
notice or advertisement save those of a type size and in
positions approved in writing by the Landlord
15
2.15.2 At the end of the Term (howsoever determined) and if so
required by the Landlord to remove such placard poster sign or
advertisement from the Demised Premises and to make good to
the reasonable satisfaction of the Landlord or its Surveyors
any damage caused to the Demised Premises by such removal
2.15.3 Always to display and maintain a suitable sign in a location
reasonably prescribed by the Landlord showing the name (or
trading name) of every permitted occupier of the Demised
Premises
2.16 To comply with statutory provisions
2.16.1 At all times during the Term to observe and comply in all
respects with the provisions and requirements of any and every
enactment (which expression in this covenant includes as well
any and every Act of Parliament already or hereafter to be
passed as any and every order regulation and bye-law already
or hereafter to be made under or in pursuance of any such Act)
so far as they relate to or affect the user of the Demised
Premises or any additions or improvements thereto or the user
thereof for the purpose of any manufacture process trade or
business or the employment therein of any person or persons or
any fixtures machinery plant or chattels for the time being
affixed thereto or being thereupon or used for the purposes
thereof and to execute all works and provide and maintain all
arrangements which by or under any enactment or by any
government department local authority or other public
authority or duly authorised officer or court competent
jurisdiction acting under or in pursuance of any enactment are
or may be directed or required to be executed provided and
maintained at any time during the Term upon or in respect of
the user of the Demised Premises or any additions or
improvements thereto or in respect of any such user thereof or
employment therein of any person or persons for fixtures
machinery plant or chattels as aforesaid whether by the
Landlord or Tenant thereof and to indemnify the Landlord at
all times against all costs charges and expenses of or
incidental to the execution of any works or the provision or
maintenance of any arrangements so directed or required as
aforesaid and not at any time during the Term to do or omit or
suffer to be done or omitted on or about the Demised Premises
any act or thing by reason of which the Landlord may under any
enactment incur or have imposed upon him or become liable to
pay any penalty damages compensation costs charges or expenses
and to keep the Landlord effectually indemnified against all
such compensation damages penalties costs charges or expenses
2.16.2 At all times during the Term to comply in all respects with
the provisions and requirements of any Town and Country
Planning Act or Acts for the time being in force and any
regulations and orders made thereunder and all licences
consents permissions (to the extent such permissions shall be
implemented) and conditions (if any) granted or imposed
thereunder or under any enactment repealed thereby so
16
far as the same respectively relate to or affect the Demised
Premises or any part thereof or any operations works act or
things already or hereafter to be carried out executed or done
or omitted thereon or the use thereof for any purpose and
before making any applications to the Local Authority for
planning permission or bye-law consent to obtain the consent
in writing of the Landlord (which consent shall not be
unreasonably withheld or delayed) to such application and to
provide the Landlord with copies of the relevant application
and accompanying drawings and on the granting of such planning
permission or bye-law consent to supply copies thereof to the
Landlord
2.16.3 Unless the Landlord shall otherwise direct to carry out before
the expiration or sooner determination of the Term any works
stipulated to be carried out to the Demised Premises by a date
subsequent to such expiration or sooner determination as a
condition of any planning permission which may have been
granted and acted upon by the Tenant during the Term
2.16.4 To give notice to the Landlord as soon as reasonably
practicable after receipt of the same of any notice order or
proposal for a notice or order served on the Tenant under any
legislation and if so reasonably required by the Landlord to
produce the same and at the request and cost of the Landlord
to make or join in making such objections or representations
in respect of any proposals as the Landlord may reasonably
require
2.16.5 At all times during the Term to comply with all requirements
from time to time of the appropriate authority in relation to
means of escape from the Demised Premises in case of fire and
at the expense of the Tenant to keep the Demised Premises
sufficiently supplied and equipped with fire fighting and
extinguishing apparatus and appliances of a type to be
approved from time to time by the relevant Fire Authority and
suitable in all respects to the type of user of or business
manufacture process or trade carried on upon the Demised
Premises which shall be open to the inspection of the Landlord
and also not to obstruct the access to or means of working
such apparatus and appliances by their operations at or
connected with the Demised Premises
2.17 Restriction on nuisance and auctions
2.17.1 Not to use the Demised Premises or any part thereof for any
immoral purpose or for any noisy noisome dangerous or
offensive trade business manufacture operation or occupation
provided that the permitted user from time to time shall be
deemed not to be in breach of this clause and also not to do
or permit to be done thereon anything which may be or grow to
the damage nuisance disturbance or annoyance of the Landlord
or the occupiers of any adjoining or neighbouring premises or
permit any sale by auction to be held upon the Demised
Premises or any part thereof or permit the Demised Premises to
be used for residential
17
purposes or as sleeping accommodation
2.17.2 To pay to the Landlord all proper and reasonable costs charges
and expenses which may properly and reasonably be incurred by
the Landlord in abating a nuisance caused by the Tenant or its
servants licensees or customers and executing all such works
as may be necessary for abating a nuisance in obedience to a
notice served by a local or public authority on the Landlord
or the Tenant in respect of the Demised Premises
2.17.3 Not at any time to permit any musical instrument gramaphone or
similar apparatus to be played or used on the Demised Premises
so as to be audible from outside the Demised Premises
2.17.4 Sound insulation
To comply in all respects with any scheme or requirement which
may be imposed by the Local Planning Authority in connection
with the sound insulation of all plant and machinery
2.17.5 Restriction on noise
Without prejudice to the preceding provisions of this Clause
2.17 hereof to ensure that the noise from operations conducted
on the Demised Premises shall not exceed
40 db (A) between 08.00 hours and 18.00 hours
35 db (A) between 18.00 hours and 22.00 hours
and
30 db (A) between 22.00 hours and 08.00 hours
all as measured on the boundary of the Science Park
2.18 To yield up
On the expiration or sooner determination of the Term
peaceably to yield up to the Landlord the Demised Premises in
a good and tenantable state of repair and condition and
decoration in accordance with the covenants by the Tenant
herein contained together with all additions and improvements
thereto and the keys and all Landlord's fixtures and fittings
of every kind now in or upon the Demised Premises or which
during the Term may be affixed or fastened to or upon the same
all of which shall be at the expiration or sooner
determination of the Term
18
left complete with all parts and appurtenances thereof and in
proper working order and condition PROVIDED ALWAYS that the
foregoing covenants shall not apply to any articles held by
the Tenant on hire nor to the Tenant's fixtures and fittings
and to make good any damage caused to the Demised Premises by
the removal of tenants and trade fixtures and fittings AND
PROVIDED FURTHER that if so required by the Landlord the
Tenant will remove from the Demised Premises such of the
Tenant's fixtures and fittings as are then installed in the
Demised Premises as the Landlord shall specify to be removed
making good all damage caused thereby to the Landlord's
satisfaction and reinstating the Demised Premises to their
original condition PROVIDED FURTHER that the Tenant may from
time to time (but only with the previous consent of the
Landlord) substitute for any of the Landlord's fixtures and
fittings other fixtures and fittings of at least as good a
kind and quality as the Landlord's fixtures and fittings and
not less suitable in character
2.19 Indemnity of the Landlord
To indemnify and keep indemnified the Landlord from and against
liability for all loss damage actions proceedings claims demands costs
damages and expenses of whatever nature in respect of any injury to or
the death of any person or damage to any property movable or immovable
or in respect of the infringement disturbance or destruction of any
right easement or privilege or otherwise by reason of or arising in any
way directly or indirectly out of:
2.19.1 the state of repair or condition of the Demised Premises
insofar as the Tenant is liable for such state or condition
under the covenants herein contained
2.19.2 the act omission or default of the Tenant its agents employees
customers invitees or visitors whilst on or about the Science
Park or the Demised Premises
2.19.3 the construction or existence of any extensions of or
alterations to the Demised Premises carried out by or on
behalf of the Tenant
2.19.4 the user of the Demised Premises and other areas of the
Science Park by the Tenant or its agents employees invitees or
visitors
2.19.5 anything now or hereafter attached to or on the Demised
Premises or the Science Park by or on behalf of the Tenant
2.20 Not to obstruct
2.20.1 Not to expose or place or permit or suffer to be exposed or
placed any goods articles or things whatsoever outside the
Demised Premises or upon any part of the Science Park and to
keep the same free from obstruction of any kind
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2.20.2 Not to stop up darken or obstruct any windows or lights or
ventilators belonging to the Landlord or to other tenants of
the Landlord or to tenants of other units on the Science Park
or other property adjoining the Demised Premises and not to
stop up cover or obstruct access to any services on the
Science Park or to any fire escapes and not to give to any
third party any acknowledgment that the Tenant enjoys the
access of light or air to any windows or openings in the
Demised Premises by the consent of such third party or to pay
any sum of money to or enter into agreement with such third
party for the purpose of inducing or binding him to abstain
from obstructing the access of light or air to any such
windows or lights or ventilators and in the event that any
such third party doing or threatening to do anything which
obstructs or would obstruct such access of light or air
forthwith in writing to notify the same to the Landlord
2.20.3 Prevention of acquisition of easements
Without prejudice to sub-clause 2.20.2 above not to permit or
suffer any owner of adjoining or neighbouring property to
acquire any rights of way light or air or other easements over
the Demised Premises but as soon as the Tenant becomes aware
thereof to inform the Landlord or the Landlord's Managing
Agents in writing of any act or thing which may result in the
acquisition of any right or privilege over the Demised
Premises (for the purpose of enabling the Landlord if it
thinks fit to do anything necessary for preventing the
acquisition of any such right or privilege and to permit the
Landlord and the Landlord's Managing Agents to enter and
examine the Demised Premises accordingly) and at the sole cost
of the Landlord to join with the Landlord in taking such steps
or action as may be reasonably required by the Landlord to
prevent any such right or privilege from being acquired
2.21 To notify Landlord of defects and damage
2.21.1 To notify the Landlord without delay upon becoming aware of
any "relevant defects" of which it is aware in the state of
the Demised Premises within the meaning of Section 4 of the
Defective Premises Act 1972 or any statutory modification or
re-enactment thereof and (without prejudice to the foregoing)
to give notice thereof as soon as reasonably practicable to
the Landlord of any notice or claim affecting the Demised
Premises
2.21.2 In the event of the Demised Premises being destroyed or
damaged to give notice thereof immediately to the Landlord or
the Landlord's Managing Agents stating the cause of such
destruction or damage if the Tenant can in fact determine the
cause
2.22 For sale or to let boards
20
To permit the Landlord and its surveyors workmen and agents at any time
during the Term for the purpose of selling or disposing of the
Landlord's reversionary interest or at any time within six calendar
months next before the expiration or sooner determination of the Term
for the purpose of re-letting the Demised Premises to enter upon the
Demised Premises and to affix and retain upon any suitable part thereof
(but not so as to block any door or window) a notice board for selling
or letting the same (with or without any other premises) as the case
may be and the Tenant will not remove or obscure the same and will at
all times throughout the Term permit all prospective purchasers or
tenants by order in writing of the Landlord or its agents to enter and
view the Demised Premises or any part thereof at reasonable hours in
the daytime by prior appointment without interruption
2.23 Covenants
To comply with those covenants and other matters affecting the Demised
Premises and not to interfere with those rights easements or other
matters (if any) affecting the Demised Premises as (in each case) are
contained or referred to in the documents referred to in the Fifth
Schedule.
3. THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:
3.1 Quiet enjoyment
That the Tenant paying the rents hereby reserved and observing and
performing the several covenants and stipulations on its part herein
contained shall peaceably hold and enjoy the Demised Premises during
the Term without any interference of the Landlord or any person
rightfully claiming under or in trust for him or by title paramount
3.2 To insure
3.2.1 Subject to such limitations exclusions and excesses as are
required by the insurers normal terms of insurance to keep
insured at all times throughout the Term the Demised Premises
(with the Tenant's interest being noted upon the policy of
insurance if the insurers so permit) against loss or damage by
fire explosion lightning storm and tempest riot civil
commotion and aircraft and articles dropped therefrom and
(where appropriate) flooding impact by vehicle escape of water
from burst pipes or other water apparatus (and in time of war
against war risks under any statutory insurance scheme which
may be applicable to the Demised Premises) the cost of shoring
up demolition and site clearance and against such other risks
as the Landlord may from time to time reasonably require
together with surveyors and architect's fees and three years
loss of rent (to include not only the rent currently payable
but having reasonable regard to potential increases in rent
pursuant to the Fourth Schedule and with any addition to the
amount insured as the Landlord may reasonably decide in
respect of VAT) in some insurance office
21
of repute to a value equal to the full cost of reinstatement
thereof but not necessarily facsimile reinstatement in
accordance with local and statutory requirements then current
and against loss of or damage to property or personal injury
arising by reason of the condition of the Demised Premises or
any part thereof or any building erected thereon or anything
done therein and to make all payments necessary for that
purpose when the same shall respectively become payable and
unless the policy of insurance shall be vitiated by act or
default of the Tenant or its agents licensees servants or
invitees to cause all monies received by virtue of any such
insurance (save any monies received in respect of loss of
rent) to be forthwith laid out in rebuilding and reinstating
the Demised Premises in the event of the Demised Premises
being damaged or destroyed as aforesaid unless the Landlord is
unable having used its best endeavors (which the Landlord
agrees to do) to obtain permission for such rebuilding or
reinstatement of the Demised Premises whereupon this demise
shall forthwith be at an end without prejudice to any right of
action of the Landlord or the Tenant in respect of any
antecedent breach of covenant Provided that the Tenant shall
have no claim in respect of the said insurance monies
3.2.2 Whenever reasonably so required by the Tenant to supply to the
Tenant sufficient details of such policy or policies of
insurance to enable the Tenant to comply with the terms and
conditions thereof together with evidence of payment of the
premium
3.3 To use all reasonable endeavors to do such of the things and to provide
such of the services specified in the Third Schedule hereto as the
Landlord or Landlord's Managing Agents from time to time shall deem
appropriate and to use its like endeavors to enforce the covenant to
contribute to the expenses referred to in the Third Schedule which are
contained in leases of other premises on the Science Park (as defined
in the First Schedule hereto)
3.4 Unless the Landlord reasonably considers it not to be in the interest
of other tenants on the Science Park (as defined as aforesaid) to use
reasonable endeavors at the Tenant's request to enforce the covenants
contained in leases of other premises on the Science Park (as so
defined) the Tenant indemnifying the Landlord against its expenses
properly incurred in so far as they are not recoverable under the
provisions of the other leases (or otherwise)
4. PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS:
4.1 Notwithstanding and without prejudice to any other remedies and powers
herein contained or otherwise available to the Landlord if the rents
reserved or any part thereof shall be unpaid for twenty-one days after
becoming payable whether formally demanded or not or if any covenant on
the Tenant's part or condition contained in this Lease shall not be
performed or observed or if the Tenant for the time being (being a
company) shall
22
enter into liquidation whether compulsory or voluntary (save for the
purpose of reconstruction or amalgamation whilst solvent) or pass a
resolution for winding up (save as aforesaid) or suffer an
administrator or an administrative receiver to be appointed or being an
individual or being more than one individual any one of them shall have
a receiving order made against him or become bankrupt or if the Tenant
(or if there shall be more than one Tenant any of them) shall enter
into composition with their or his creditors or suffer any distress or
execution to be levied on their or his goods then and in any such case
it shall be lawful for the Landlord at any time thereafter to re-enter
upon the Demised Premises or any part thereof in the name of the whole
and thereupon this demise shall absolutely determine but without
prejudice to any right of action or remedy of the Landlord in respect
of any breach non-observance or non-performance of any of the Tenant's
covenants or any conditions herein contained
4.2 Notices
Any notice under this Lease shall be in writing and shall be deemed
well served if posted to the Registered Office of the recipient or if
an individual at his last known address or in the case of the service
on the Tenant at the Demised Premises by first class post recorded
delivery in which case the date of service shall be the day following
the date of posting
4.3 Waiver
No demand for or acceptance of or receipt for rent by the Landlord
after knowledge or notice received by the Landlord or his agents of any
breach of any of the Tenant's covenants hereunder shall be or operate
as a waiver wholly or partially of any such breach but any such breach
shall for all purposes of these presents be a continuing breach of
covenant so long as such breach shall be subsisting and the Tenant
shall not be entitled to set up any such demand or acceptance of or
receipt for rent by the Landlord as a defense in any action or
proceeding by the Landlord
4.4 Representations
The Tenant hereby admits that the Demised Premises have been inspected
by it or on its behalf and the Tenant has entered into this Lease
solely on the basis of such inspection and upon the terms hereof and
not in reliance of any collateral contract warranty or representation
whether written oral or implied made by or on behalf of the Landlord
other than any made by the Landlord's Solicitors in reply to any
enquiries raised by the Tenant's Solicitors prior to the date hereof
4.5 Value Added Tax
For the avoidance of doubt it is hereby declared that where any party
has an obligation to make payment of any amount hereunder including
(without prejudice to the generality of the foregoing) the rents hereby
reserved and any Value Added Tax (or other like tax excise or custom or
other duty) becomes payable in respect of the supply of any goods or
services to which such amount relates or by reference to which in whole
or in part such amount is ascertained then the obligation shall extend
to and include the Value Added Tax (or other like tax as hereinbefore
mentioned) or the appropriate proportion thereof
4.6 Rent abatement
23
If the Demised Premises or any part thereof shall at any time during
the Term be destroyed or so damaged by fire or other insured risk as to
be unfit for occupation or use then and in any such case unless the
insurance of the Demised Premises shall have been forfeited or payment
of the said policy monies or any part thereof refused by or in
consequence of any act or default of the Tenant their licensees or
agents the rent hereby reserved (without prejudice to any monies owing
to the Landlord at the date of such damage or destruction) or a fair
and just proportion thereof according to the nature and extent of the
damage sustained shall from the date of such damage or destruction and
until the Demised Premises shall have been rebuilt or reinstated and
made fit for occupation or until the end of the period for which the
Landlord shall have initiated loss of rent insurance (whichever shall
first occur) be suspended and cease to be payable.
4.7 Ending of the lease following major damage
If at any time the Demised Premises shall be destroyed or damaged and
shall not have been reinstated by the Landlord by the date on which the
insurance for loss of rent effected by the Landlord expires the Tenant
may at any time thereafter by notice in writing to the Landlord
determine this Lease and on the tenth working day following the service
of such notice this Lease shall determine but without prejudice to any
rights or remedies which may then have accrued in respect of any breach
of any of the covenants or provisions contained therein provided that
the Tenant may not determine this Lease if the Landlord had by the date
falling two years and 6 months from the date of destruction or damage
commenced and is diligently proceeding with the carrying out of works
to replace the damaged or destroyed parts of the Demised Premises
4.8 Construction (Design and Management) Regulations 1994
4.8.1 In this clause:
(A) the expression "Regulations" means the Construction
(Design and Management) Regulations 1994 and any
expressions appearing in this clause which are
defined in the Regulations have the same meaning; and
(B) the expressions "relevant work" means any
construction work which is undertaken by the Tenant
or by a person claiming under it pursuant to an
obligation or a right (whether or not requiring the
Landlord's consent) under this lease and for the
purposes of the Regulations the Tenant irrevocably
acknowledges that it, and not the Landlord, arranges
the design, carrying out and construction of relevant
work.
4.8.2 The Tenant irrevocably acknowledges that it will be the only
client in respect of any relevant work.
4.8.3 Before any relevant work is commenced the Tenant shall make a
declaration in
24
accordance with Regulation 4(4) and shall forthwith serve it
on the Executive and a copy of it on the Landlord.
4.8.4 The Tenant shall comply with its obligations as client in
respect of any relevant work.
4.8.5 The Tenant shall promptly provide the Landlord with a complete
copy of the health and safety file for all relevant work and
(no later than the expiry of the Term) the original health and
safety file.
4.8.6 The provisions of this clause 4.9 shall apply notwithstanding
that any consent issued by the Landlord in respect of any
relevant work does not refer to the said provisions or to the
Regulations.
4.9 Restriction on acquisition of easements
The Tenant shall not by virtue of this demise be deemed to have
acquired or be entitled to nor shall it during the Term acquire or
become entitled by any means whatsoever in respect of the Demised
Premises to any right of light or air nor any other easement from or
over or affecting any other land or premises now or at any time
hereafter belonging to the Landlord and not comprised in this demise
save such as it necessary for the carrying on of the Tenant's business
in the Demised Premises.
4.10 Warranty
Nothing herein contained or implied shall be taken to be a covenant
warranty or representation by the Landlord that the Demised Premises
can lawfully be used for any particular purpose or that the Demised
Premises are fit for any purpose for which the Tenant may use them
4.11 Remedies for dilapidations in the state
If at the expiration or sooner determination of the Term the Demised
Premises are not in the state of repair and condition in which they
should be having regard to the Tenant's covenants herein contained the
Tenant shall (if so required by the Landlord) pay to the Landlord on
demand by way of liquidated damages:
4.11.1 such sum as shall be agreed between the parties and in default
of agreement as shall be certified by an independent chartered
surveyor to be appointed by the Landlord to represent in his
opinion:
(A) the cost of putting the Demised Premises into the
state of repair and condition in which they should be
as aforesaid and
25
(B) the rent that would have been payable under this
Lease if the Term had been extended for such period
as is necessary to put the Demised Premises into the
state of repair and condition in which they should be
as aforesaid and
4.11.2 the reasonable fees of the Landlord or its agent for the
preparation and service of a Schedule of Dilapidations and of
the said independent chartered surveyor for the preparation
and issue of the said certificate.
4.12 Removal of Tenant's property
If at such time as the Tenant has vacated the Demised Premises after
the determination of the Term either by effluxion of time or otherwise
any property of the Tenant shall remain in or on the Demised Premises
and the Tenant shall fail to remove the same within twenty-eight days
after being requested by the Landlord so to do by a notice in that
behalf then and in such case the Landlord may as the agent of the
Tenant (and the Landlord is hereby appointed by Tenant to act in that
behalf) sell such property and shall then hold the proceeds of sale
after deducting the reasonable costs and expenses of removal storage
and sale reasonably and properly incurred by it to the order of the
Tenant PROVIDED THAT the Tenant will indemnify the Landlord against any
liability incurred by it any third party whose property shall have been
sold by the Landlord in the bona fide mistaken belief (which shall be
presumed unless the contrary be proved) that such property belonged to
the Tenant and was liable to be dealt with as such pursuant to this
sub-clause
4.13 Party Walls
All walls separating the Demised Premises from any adjoining premises
shall be party walls and shall be used and repaired and maintained as
such and all ceiling joists beams slabs floors and walls separating the
Demised Premises from any adjoining premises shall be party structures
and shall be used and repaired and maintained as such
4.14 No liability for injury etc
The Landlord shall not be responsible to the Tenant or its servants or
visitors for any injury death damage destruction caused by natural or
consequential loss whether to person property or goods due directly or
indirectly to any act neglect or default of any other tenant or
permitted occupier for the time being of the Science Park or to the
condition of the Demised Premises or any of its appurtenances
4.15 Powers of Landlord's Managing Agents
The obligations of the Tenant under this Lease shall be enforceable in
case of default as well by the Landlord's Managing Agents in their own
name as by the Landlord
26
4.16 No compensation
If the Lease hereby granted is within Part II of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ then subject to the provisions of sub-clause (2) of
Section 38 of that Act the Tenant shall not be entitled on quitting the
Demised Premises to any compensation under Section 37 of the same Act
or under any corresponding provision in any Act or under any
corresponding provision in any Act amending or replacing the same
4.17 Tenant's right to break
4.17.1 The Tenant may (subject to the provisions of this clause)
determine this lease as at 24th December 2009 (the "Break
Date").
4.17.2 The Tenant shall give the Landlord written notice of its
intention to determine at least thirteen months before the
Break Date.
4.17.3 If the Tenant duly serves a notice under this clause it shall
procure that vacant possession of the Demised Premises will be
available on the Break Date free of occupation by and of any
estate or interest vested in the Tenant or any third party and
this lease shall not determine as a result of any notice
served by the Tenant if it is in material breach of any of its
covenants contained in this lease (including those contained
in this clause) at the Break Date except to the extent if at
all the Landlord in its absolute discretion waives compliance
with any of them.
4.17.4 If a notice is duly served and the requirements of paragraph
4.17.3 of this clause are first satisfied this lease shall
determine on the Break Date without prejudice to:
(A) any rights or remedies which may have accrued to
either party in respect of any breach of any of the
covenants or obligations contained in it including
obligations under this clause which shall continue to
bind the parties; and
(B) the continuing obligation of the parties to account
to one another on demand for any payment or allowance
apportioned up to the date of determination as soon
as reasonably possible thereafter.
4.17.5 Time is of the essence of all dates and periods referred to in
this clause.
4.18 Freedom to deal with Science Park
The Landlord may at any time or times hereafter convey demise or
otherwise deal with all or any of the Science Park (as defined in the
First Schedule hereto) free from all or any of the covenants and
conditions herein contained or subject to any other covenants
conditions or otherwise as the Landlord thinks fit
27
4.19 Overriding lease
If, during the Term, the Landlord grants a tenancy of the reversion
immediately expectant on the determination of this lease, whether
pursuant to section 19 Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇ or
otherwise, any obligation of the Tenant to obtain the consent of the
Landlord under this lease to any dealing shall be deemed to include a
further obligation also to obtain the consent of the lessor under such
tenancy to such a dealing.
4.20 Application of Landlord and Tenant (Covenants) Act of 1995
This lease is a new tenancy for the purposes of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇.
4.21 Stamp duty certificate
It is hereby certified that there is no agreement for lease to which
this lease gives effect.
5. INTERPRETATION
In this lease:
5.1 The singular includes the plural and vice versa and one gender includes
both other genders.
5.2 Where a party comprises more than one person, obligations of that party
take effect as joint and several obligations.
5.3 An obligation by the Tenant not to do (or omit) any act or thing also
operates as an obligation not to permit or suffer it to be done (or
omitted) and to prevent (or as the case may be) to require it being
done.
5.4 References to:
(A) any clause or schedule are reference to the relevant
clause or schedule of this lease and any reference to
a sub-clause or paragraph is a reference to that sub-
clause or paragraph of the clause or schedule in
which the reference appears and headings shall not
affect the construction of this lease;
(B) any right of (or obligation to permit) the Landlord
to enter the Demised Premises shall also be construed
as entitling the Landlord to remain on the Demised
Premises, with or without equipment, and permitting
such right to be exercised by all persons authorised
by the Landlord;
28
(C) any consent or approval of the Landlord or words to
similar effect mean a consent in writing signed by or
on behalf of the Landlord and given before the act
requiring consent or approval;
(D) the Demised Premises (except in clause 2.11) extend,
where the context permits, to any part of the
Premises;
(E) a specific Enactment include every statutory
modification, consolidation and re-enactment and
statutory extension of it for the time being in
force, except in relation to the Town and Country
Planning (Use Classes) Order 1987, which shall be
interpreted exclusively by reference to the original
provisions of Statutory Instrument 1987 No 764
whether or not it may have been revoked or modified;
(F) the last year of the Term includes the final year of
the Term if this lease determines otherwise than by
passing of time and references to the expiry of the
Term include that type of determination;
(G) rents or other sums being due from the Tenant to the
Landlord mean that they are exclusive of any VAT.
IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below
29
THE FIRST SCHEDULE
hereinbefore referred to
(Description of the Demised Premises)
ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B4 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and the ceilings of the unit
and the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached
TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:
(i) with or without vehicles to pass and ▇▇▇▇▇▇ to and from the Demised
Premises or any part thereof and the public highway over and along such
roads as may from time to time during the Term be constructed upon the
Science Park but not at any time to park thereon and on foot to pass
and ▇▇▇▇▇▇ to and from the Demised Premises or any part thereof from
such roads
(ii) upon reasonable notice being given to the Landlord to enter upon the
adjoining or neighbouring property of the Landlord where the same is
necessary for the purpose of complying with its covenants hereunder
making good all damage occasioned thereby
(iii) the free and uninterrupted passage and running of water soil
electricity gas and telephone and other services to and from the
Demised Premises through the sewers drains watercourses conduits pipes
wires and cables which are now or may hereafter during the Term be in
under or over the Demised Premises or the Science Park and connecting
with the main water drainage electricity and sewage systems serving the
Science Park PROVIDED ALWAYS that no liability shall fall upon the
Landlord for any damage to the Tenant if there shall be any
interruption or obstruction to the roads or service areas or to the
said systems caused by accident floor tempest frost breakdown of any
machinery acts of the Queen's forces or of the Queen's enemies riot
civil commotion operation of aircraft hostile or friendly or force
majeure or act of God or by any restrictions or regulations of Her
Majesty's Government or any strike or work to rule or lockout of
30
workmen whether in the employment of the Landlord or not or any other
circumstances or occurrence beyond the Landlord's control
(iv) the right to use any refuse disposal receptacles provided by the
Landlord
(v) the exclusive right to use the seven car parking spaces coloured blue
on Plan A
(vi) the right of support and protection for the benefit of the Demised
Premises as is now enjoyed from the other units and other parts of the
Science Park
(vii) for the Tenant its servants and employees to use such of the
recreational areas and facilities forming part of the Science Park as
are available and suitable for use without obligation on the part of
the Landlord to provide the same on such terms and in accordance with
such regulations as the Landlord may from time to time prescribe
EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:
(i) to build upon and use any land adjoining or near to the Demised
Premises and to rebuild or alter any of the adjoining or neighbouring
buildings including the right to build on or into the walls of the
Demised Premises according to such plans whether as to height extent or
otherwise and in such manner as shall be approved by the Landlord or
its Surveyors notwithstanding any interference thereby occasioned to
the access of light or air to the Demised Premises which light and air
shall be deemed to be enjoyed by licence only Provided always that the
Demised Premises shall not be rendered unsuitable for the user
permitted under the provisions of this Lease
(ii) the free and uninterrupted passage and running of water soil
electricity gas and telephone services from and to other parts of the
Science Park through the sewers gutters drains channels watercourses
pipes conduits cables and wires which are now or may hereafter during
the term hereby granted be in under or over the Demised Premises
together with full liberty and power at all times (but on reasonable
notice except in case of emergency) for the Landlord with or without or
others together where necessary with appliances to enter upon the
Demised Premises to inspect maintain repair cleanse amend re-route
relay replace or renew the said services and the Demised Premises and
to install any additional services for the benefit of the Demised
Premises or the other buildings on the Science Park but causing as
little interference as possible with the operation of the Tenant
carried on by it on the Demised Premises doing no unnecessary damage by
the exercise of this right and forthwith making good any damage to the
Demised Premises thereby occasioned
(iii) the right of support and protection for the benefit of the other units
and all other parts of
31
the Science Park as is now enjoyed or as will be hereafter enjoyed from
the Demised Premises
(iv) the right of entry for the Landlord or the Landlord's Managing Agents
or others so authorised by them for the purposes of complying with any
of the Landlord's obligations hereunder or for the repair maintenance
or alteration of any adjoining premises of the Landlord
(v) the right for the Landlord and its tenants of other parts of the
Science Park to pass on foot only through the Demised Premises for the
purpose (in case of emergency only) of gaining access to any fire
escapes situate within the building of which the Demised Premises form
part
32
Unit B4
Plan A
[MAP]
33
Plan B
[MAP]
34
THE SECOND SCHEDULE hereto
(Landlord's fixtures and fittings)
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Science and Business Park
------------------------------------------
1 x Stelrad Ideal Elan wall hung balanced flue gas boiler.
1 x Brefco fill expansion unit comprising 12 litre vessel filling valve, safety
valve, pressure gauge and flexible quick fit hose connection.
1 x Grundfoss U P 15 60 water pump.
1 x Gas solenoid shut off valve wired to thermal link over boiler and electric
knock off button.
16 x Stelrad Accord hot water radiators.
1 x Honeywell frost thermstat.
19 x Surelux light fitting 1200 x 600 recessed with SAS louvres.
12 x Surelux light fitting 1200 x 600 surface SAX LL3436
1 x Surelux light fitting 300 x 150 Emergency light 8w recessed.
2 x MR Light up-lighter type 1339.
1 x Surelux canopy light.
1 x Channel Safety System Ltd 2 zone CH2 fire alarm panel with Bezzell plate,
two fire bells and two break glasses.
1 x ▇▇▇▇▇▇ ▇▇▇▇▇ Ltd elect distribution board.
1 x Roof Unit Ltd model SDX Euro Flo extract fan and controller (kitchen).
1 x Roof Unit Ltd model "G" series twin extract fan and controller (toilet).
52 x Power link sockets and trunking.
1 x MK 711 ▇▇▇▇▇▇ point and light.
2 x Twyford Galerie WC bowl and cistern.
35
1 x Galerie wash hand basin and taps.
1 x Twyford Sola wash hand basin and taps (disabled).
2 x toilet roll holders.
1 x Plate glass mirror 500 x 1100
1 x Plate glass mirror 400 x 1100
2 x Twyford support rails (disabled WC)
1 x Southway mini kitchen - Ref 100 AR
1 x Santon wall mounted water heater.
1 x ▇▇▇▇▇▇▇▇▇ Cortege suspended ceiling mineral fibre board tile 600 x 600 x 15
mm set on ▇▇▇▇▇▇▇▇▇ Microlock 15 exposed grid suspension system (Ground Floor
only).
36
THE THIRD SCHEDULE
(Services)
The Maintenance Charge shall include the following:
1. The cost of inspecting repairing maintaining renewing replacing
cleansing and keeping clean and tidy
1.1 any drains sewers or other services serving the Demised Premises or any
other buildings on the Science Park but excluding those within the
Demised Premises and exclusively servicing the same
1.2 the fences walls gates and other boundary structures
1.3 the car park spaces
2. The cost of inspecting and maintaining the landscaped areas and ▇▇▇▇▇▇
on the Science Park
3. Without prejudice to paragraphs (1) and (2) of this Schedule the cost
of insurance repair maintenance rebuilding renewing making lighting
cleansing and decoration of any parts of the Science Park which in the
Landlord's or the Landlord's Managing Agents' opinion benefit more than
one tenant but are not the specific responsibility of any one tenant
4. The payment by the Landlord of any rates water rates or other outgoings
which in the Landlord's or the Landlord's Managing Agents' reasonable
opinion benefit the Science Park or any part thereof and which do not
fall to be paid by any other tenant on the Science Park or by the
Landlord in respect of any unoccupied premises available for letting on
the Science Park
5. The employment of any staff (being reasonable in number) to perform
duties on the Science Park including periodical payments in respect of
National Health and Insurance Payments or similar or ancillary payments
required by statute to be made by the Landlord in respect of any such
staff and any reasonable benefits paid by the Landlord to any such
staff as a condition of employment
6. The carrying out of all works on the Science Park which are not the
specific responsibility of any one tenant and which shall be reasonably
necessary to comply with the doing of anything which the Landlord of
the Landlord's Managing Agents consider necessary or prudent to comply
with or to contest the incidence of any requirements under the Factory
Act of 1961 the Offices Shops and Railway Premises Act 1963 the Fire
Precautions ▇▇▇ ▇▇▇▇ the Town and Country Planning Acts 1971 to 1990
and the Health and Safety at
37
Work ▇▇▇ ▇▇▇▇ and in any other legislation or order or instrument
deriving validity from any of them and any Act or Acts for the time
being in force amending or replacing the same and any future
legislation or order or instrument as aforesaid of the like name or
effect
7. The provision repair maintenance and updating of sign boards for the
Science Park (excluding "to let" or "for sale" signs)
8. The payment of management and other professional fees and expenses
reasonably incurred by the Landlord from time to time by virtue of or
in relation to any matter provided for in this Lease and the employment
of any accountant solicitor surveyor or other professional person for
any purpose connected with the management of the Science Park and the
cost of a professional valuation (not more than once in any period of
twelve months) of the Science Park for insurance purposes
9. The enforcement of any regulations relating to the use of the Science
Park or any part thereof and the preparation and enforcement of any
other regulations which may be made by the Landlord or the Landlord's
Managing Agents to amend replace or extend the same
10. The provision repair maintenance and replacement of such vehicles
equipment plant tools and materials as the Landlord or the Landlord's
Managing Agents may reasonably consider necessary for the provision of
services or the repair improvement and maintenance of the Science Park.
11. The provision maintenance and renewal of such other services facilities
or amenities or the carrying out of such works to the Science Park and
its appurtenances and the effecting of such insurances in respect of
third party and property owners' risks and otherwise as the Landlord or
the Landlord's Managing Agents shall from time to time reasonably
consider necessary or desirable for the use enjoyment or benefit of the
Tenant jointly with other tenants on the Science Park
12. (To the extent actually utilised by the Tenant) the cost of provision
of any refuse service and of providing and renewing any rubbish bins
and the periodical refuse collection charged to or undertaken by the
Landlord
13. The current rental value (if the premises hereinafter mentioned were
available for letting) from time to time (as certified by the
Landlord's surveyor or valuer by reference to other rentals payable for
units on the Science Park whose certificate shall be final and binding
upon the parties hereto) of premises on the Science Park provided for
use by the Landlord for the general management by the Landlord of the
Science Park and of premises for reception facilities or for any other
facility made available by the Landlord for the mutual use and benefit
of the Tenant and other tenants on the Science Park together with the
cost of heating and lighting all such premises whether or not the
Tenant shall make use of such facilities
38
14. The cost of borrowing any monies required to pay the cost of carrying
out the Landlord's obligations under this Lease
15. The sum or sums which the Landlord shall from time to time pay by way
of premium (including any increased premium payable by reason of any
act or omission of the Tenant) for keeping the Demised Premises insured
in accordance with the Landlord's obligation in that behalf contained
in Clause 3.2 hereof
39
THE FOURTH SCHEDULE
(Rent and rent review)
1. In this schedule the following expressions have the respective
specified meanings:
1.1 "Current Rent" means the amount of the yearly rent first reserved by
this lease payable immediately before the Review Date;
1.2 "Review Date" means each of:
1.2.1 25/th/ December in the years 2001, 2004 and 2007; and (if
applicable)
1.2.2 any date so stipulated by virtue of paragraph 6;
1.3 "Review Rent" means the yearly market rack rental value which might
reasonably be expected to be payable, following the expiry of any
period at the beginning of the term which might be negotiated in the
open market for the purposes of fitting out, during which no rent, or a
concessionary rent, is payable (and on the assumption that the lessee
has had the benefit of such rent free or concessionary rent period), if
the Demised Premises had been let in the open market by a willing
lessor to a willing lessee with vacant possession, on the relevant
Review Date, without fine or premium, for a term of ten years computed
from the relevant Review Date, and otherwise upon the provisions (save
as to the amount of the rent first reserved by this lease but including
the provisions for rent review at three-yearly intervals) contained in
this lease and on the assumption if not a fact that the said provisions
have been fully complied with and on the further assumptions that:
1.3.1 the Permitted Use and the Demised Premises comply with
Planning Law and every other Enactment and that the lessee may
lawfully implement and carry on the Permitted Use;
1.3.2 the Demised Premises have been fitted out and are fit for
immediate occupation and operation of the Permitted Use;
1.3.3 no work has been carried out to the Demised Premises which has
diminished their rental value;
1.3.4 in case the Demised Premises or the Science Park or any part
of it has been destroyed or damaged they have been fully
restored.
but disregarding any effect on rent of:
40
(i) the fact that the Tenant or any underlessee or other occupier
or their respective predecessors in title has been or is in
occupation of the Demised Premises;
(ii) any goodwill attached to the Demised Premises by the carrying
on in them of the business of the Tenant or any underlessee or
their respective predecessors in title or other occupier; and
(iii) (without prejudice to paragraphs 1.3.2 and 1.3.3) any works
carried out to the Demised Premises during the Term by the
Tenant or any permitted underlessee, in either case at its own
expense in pursuance of a licence granted by the Landlord and
otherwise than in pursuance of any obligation to the Landlord
and any other works carried out at the Demised Premises by the
Tenant under any previous tenancy whether or not so licensed
by the Landlord.
1.4 "Review Surveyor" means an independent chartered surveyor appointed
pursuant to paragraph 4.1 and if he is to be nominated by or on behalf
of the President of the Royal Institution of Chartered Surveyors, the
President shall be requested to nominate an independent chartered
surveyor having not less than ten years practice next before the date
of his appointment and recent substantial experience in the letting and
valuation of premises of a similar character and quality to those of
the Demised Premises and who is a partner or director of a firm or
company of surveyors having appropriate market and valuation knowledge
of such premises.
2. The yearly rent first reserved and payable under this lease for each
year of the Term until the first Review Date is as follows:
(a) for the period commencing on 25th December 1998 and expiring
on 24th December 1999 the sum of Twenty Five Thousand Five
Hundred and Eighty Five Pounds ((pound)25,585); and
(b) for the period commencing on 25th December 1999 until the
first Review Date the sum of Twenty Eight Thousand Four
Hundred Pounds ((pound)28,400).
3. The yearly rent first reserved and payable from each Review Date until
the next following Review Date or (in the case of the period commencing
on the last Review Date during the Term) until the expiry of the Term
shall be the higher of:
3.1 the Current Rent; and
3.2 the Review Rent.
4. If the Landlord and the Tenant shall not have agreed the Review Rent by
the date three months before the relevant Review Date it shall (without
prejudice to the ability of the Landlord and the Tenant to agree it at
any time) be assessed as follows:
41
4.1 the Review Surveyor shall (in the case of agreement about his
appointment) be appointed by the Landlord or the Tenant to assess the
Review Rent or (in the absence of agreement at any time about his
appointment) be nominated to assess the Review Rent by or on behalf of
the President for the time being of The Royal Institution of Chartered
Surveyors on the application of the Landlord or the Tenant;
4.2 the Review Surveyor shall act as an arbitrator and the arbitration
shall be conducted in accordance with the Arbitration ▇▇▇ ▇▇▇▇; and
shall be required:
4.2.1 to give written notice to the Landlord and the Tenant inviting
each of them to submit to him within such time limits as he
shall reasonably stipulate a proposal for the Review Rent
supported by any or all of:
(A) a statement of reasons;
(B) a professional rental valuation;
(C) information in respect of any other matters they
consider relevant; and (separately and later)
(D) submissions in respect of each other's statement of
reasons, valuation and other matters; and
4.2.2 upon written request from the Landlord or the Tenant to assess
the Review Rent with a hearing and not solely upon the written
submissions and other matters referred to at paragraph 4.2.1
of this schedule 4; and
4.2.3 to give written notice to the Landlord and the Tenant if he
shall appoint a Solicitor or Counsel or expert to advise and
assist him on points of law and/or procedure and/or evidence
which notice shall include the name of the Solicitor or
Counsel or expert and details of their anticipated fees and
expenses and the Landlord or the Tenant shall notify the
Review Surveyor within a reasonable period if there is any
objection to such appointment or the level of such fees or
expenses and the Review Surveyor shall give reasonable
consideration to such representations.
4.3 if the Review Surveyor refuses to act, or is or becomes incapable of
acting or dies, the Landlord or the Tenant may apply to the President
for the appointment of another Review Surveyor.
5. If the Review Rent has not been agreed or assessed by the relevant
Review Date the Tenant shall:
5.1 continue to pay the Current Rent on account; and
42
5.2 pay the Landlord, within seven days after the agreement or assessment
of the Review Rent, any amount by which the Review Rent for the period
commencing on the relevant Review Date and ending on the quarter day
following the date of payment exceeds the Current Rent paid on account
for the same period, plus interest (but calculated at 2% per annum
above the Midland Bank Plc base lending rate then in force) for each
instalment of rent due on and after the relevant Review Date on the
difference between what would have been paid on that rent day had the
Review Rent been fixed and the amount paid on account (the interest
being payable from the date on which the instalment was due up to the
date of payment of the shortfall).
6. If any Enactment restricts the right to review rent or to recover an
increase in rent otherwise payable then, when the restriction is
released, the Landlord may, at any time within six months after the
date of release, give to the Tenant not less than one month's notice
requiring an additional rent review as at the next following quarter
day which shall for the purposes of this lease be a Review Date.
7. As soon as possible after any increase in rent is agreed or determined
pursuant to this Fourth Schedule, a memorandum recording the increase
shall be signed on behalf of the Landlord and the Tenant respectively
and exchanged between them.
43
THE FIFTH SCHEDULE
(Covenants etc.)
All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.
44
SIXTH SCHEDULE
(Authorised Guarantee Agreement)
The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:
1.1 the rent reserved by the Lease (whether or not ascertained as to
amount) and other sums payable by the Assignee shall be duly paid and
that all the tenant's obligations contained in the Lease shall be
performed and observed as required by the Lease and that if there is
any breach of the tenant's obligations the Assignor shall comply with
the obligations in respect of which the Assignee shall be in default
and shall on demand pay to the Landlord an amount equivalent to the
rents and other sums not paid and/or any loss damage costs charges
expenses or any other liability incurred or suffered by the Landlord as
a result of the breach and shall otherwise indemnify and hold harmless
the Landlord against all actions claims costs damages demands expenses
losses and proceedings arising from or incurred by the Landlord as a
result of such non-compliance;
1.2 if any liquidator or other person having power to do so disclaims the
Lease and if the Landlord by written notice served within three months
after the date of disclaimer (the "Relevant Trigger Event") requires
the Assignor to accept a lease of the Premises (for a term computed
from the date of the Relevant Trigger Event to the date on which the
Term (as defined in the Lease) would have expired by effluxion of time
and at the same rents and subject to the same covenants conditions and
provisions as are reserved by and contained in the Lease immediately
before the Relevant Trigger Event and with coincidental rent review
dates (as defined in the Lease) (the said new lease to take effect as
from the date of the Relevant Trigger Event) the Assignor shall
forthwith accept such lease accordingly and execute and deliver to the
Landlord a counterpart of it and indemnify the Landlord on demand
against the costs incurred on the grant of the new lease;
1.3 without prejudice to the rights of the Landlord against the Assignee
the Assignor shall be a principal debtor in respect of its obligations
under this clause and not merely a surety and accordingly the
Assignor's liability shall not be discharged by any act or thing by
which it would not have been discharged if the Assignor had been a
principal debtor;
1.4 the Assignor shall pay all charges (on a full indemnity basis)
reasonably incurred by the Landlord in enforcing the Assignor's
obligations under this deed.
2. The Landlord agrees with the Assignor that it will notify the Assignor
in writing within ten working days of receiving notice that the Lease
is no longer vested in the Assignee.
45
THE FIRST SCHEDULE
hereinbefore referred to
(Description of the Demised Premises)
ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B6 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and the ceilings of the unit
and the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached
TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:
(i) with or without vehicles to pass and ▇▇▇▇▇▇ to and from the Demised
Premises or any part thereof and the public highway over and along such
roads as may from time to time during the Term be constructed upon the
Science Park but not at any time to park thereon and on foot to pass
and ▇▇▇▇▇▇ to and from the Demised Premises or any part thereof from
such roads
(ii) upon reasonable notice being given to the Landlord to enter upon the
adjoining or neighbouring property of the Landlord where the same is
necessary for the purpose of complying with its covenants hereunder
making good all damage occasioned thereby
(iii) the free and uninterrupted passage and running of water soil
electricity gas and telephone and other services to and from the
Demised Premises through the sewers drains watercourses conduits pipes
wires and cables which are now or may hereafter during the Term be in
under or over the Demised Premises or the Science Park and connecting
with the main water drainage electricity and sewage systems serving the
Science Park PROVIDED ALWAYS that no liability shall fall upon the
Landlord for any damage to the Tenant if there shall be any
interruption or obstruction to the roads or service areas or to the
said systems caused by accident floor tempest frost breakdown of any
machinery acts of the Queen's forces or of the Queen's enemies riot
civil commotion operation of aircraft hostile or friendly or force
majeure or act of God or by any restrictions or regulations of Her
Majesty's Government or any strike or work to rule or lockout of
46
workmen whether in the employment of the Landlord or not or any other
circumstances or occurrence beyond the Landlord's control
(iv) the right to use any refuse disposal receptacles provided by the
Landlord
(v) the exclusive right to use the nine car parking spaces coloured blue on
Plan A
IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below
47
(THE COMMON SEAL of SUN LIFE
(PENSIONS MANAGEMENT LIMITED
(was hereunto affixed in the presence of:
Director
Director/Secretary
48
A SCHEDULE OF CONDITION
-----------------------
▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------------
Note:
-----
1. Where no reference or comment, the item concerned is to be assumed in
sound condition consistent with its age and the general construction
and condition of the building.
2. This Schedule has been prepared by ▇▇ ▇.▇. ▇▇▇▇ FRICS based on
inspection of the accommodation on 10th February 1997 at which time the
Unit was occupied by Wavedriver. It will not record any damage caused
or suffered between the date of inspection and commencement of the
Lease.
3. The purpose of this Schedule is to record the condition of the premises
at the commencement of the Lease so far as that Condition is relevant
to performance of the Tenant's repairing etc covenants in the Lease.
4. No tests have been applied to service installations or equipment.
GROUND FLOOR
------------
Walls
-----
Hairline cracks and local loose and missing plaster on external wall in single
storey extension, running up to sloping ceiling plaster and into wall in corner
of room.
Minor hairline cracks in plaster over most window heads (vertical and diagonal).
Vertical hairline crack on wall adjoining B5 courtyard wall.
6 no. vertical plastic conduits fitted to wall.
Holes in plaster where fixings made and removed.
Decorations
-----------
Light rub marking generally. Moderate rub marking near doors.
Skirtings
---------
Plastic coated metal conduit skirtings to most walls. No skirting otherwise.
49
Floor
-----
Blue grey fitted cord carpet. Generally worn and faded where exposed. Marked by
floor equipment. Joints between lengths show.
Doors
-----
Door to Hall heavily soiled around finger plates. Light rub marking and some
boot marking to Hall door.
Door to B9 - softwood frame slightly shrunken and loose with gaps to plaster.
Windows
-------
UPVC surfaces need cleaning.
Boiler Room
-----------
Hairline crack to all and soffit margins.
Kitchen
-------
Walls - damp and rust marked behind wall mounted electric heater. Minor hairline
horizontal cracks on wall opposite door.
Decorations - heavily soiled in lower parts of walls.
Ceiling - 1 tile water marked.
Water heater - enamel casing stained and rust marked (the condition of this Unit
is suspect).
Worktop - stained to left of bowl.
Wall tiles - grout soiled above sink. Cut tiles loose and open jointed above
worktop and sink.
Sink unit - bowl stained.
Wall cupboards - internal surfaces need cleaning and part stained.
WC's
----
Walls - paintwork slightly rubbed.
50
Tiles - grout soiled over basins.
Doors - finger marked and lightly rubbed.
Hall
----
Ceiling - 6 no. tiles slightly misplaced
Walls - hairline crack over ends of entrance door head.
Decorations - rub marked generally.
Floor - carpet as main Unit.
Stairs/Landing
--------------
Ceiling - plaster hairline cracked.
Walls - general plaster cracking extending diagonally approx 1m. from corners of
landing window with further cracking up to 2mm width and small areas loose
plaster adjoining. Cracked and loose plaster at ceiling margins on main stair
wall.
Decorations - light rub marking except moderate ditto on Landing.
FIRST FLOOR
-----------
Walls
-----
Vertical hairline crack over window heads and down from sill ends.
Cracked and loose plaster at ceiling margin of wall to B9 and horizontal
hairline cracks on this wall and party wall to B7.
Hairline horizontal crack on wall to courtyard.
Decorations
-----------
Generally lightly rubbed.
Skirtings
---------
Plastic coated metal conduit skirtings to most walls. No skirting otherwise.
51
Floor
-----
Blue grey fitted cord carpet. Generally worn and faded where exposed.
Windows
-------
UPVC surfaces need cleaning.
EXTERNALLY
----------
Windows
-------
UPVC frames and ▇▇▇▇▇ need cleaning off.
Walls
-----
Salt marked in places.
Signed: ▇. ▇. ▇▇▇▇ FRICS
for the Tenant
Signed: ▇. ▇. ▇▇▇▇▇▇▇ ▇.▇▇. ARICS
for the Landlord
52
DATED 1999
----------------------------------------------------
SUN LIFE PENSIONS MANAGEMENT LIMITED
and
CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED
----------------------------------------------------
LEASE
of
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Science and
Business Park, Melbourn, South Cambridgeshire
----------------------------------------------------
NOTE: This Lease is a new tenancy for the purposes of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇▇-▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇-▇▇▇ ▇▇▇▇
Ref: 2065/2174/30794054
THIS LEASE is made the day of 1999
1
BETWEEN:
(1) SUN LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (hereinafter
called the "Landlord") and
(2) CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇ (hereinafter called the "Tenant")
WITNESSETH as follows:
1. The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
particularly described in the First Schedule hereto together with the
Landlord's fixtures and fittings therein set out in the Second Schedule
hereto (all which premises are hereinafter referred to as the "Demised
Premises") TO HOLD the same unto the Tenant for the term of twelve
years subject to the provisions for earlier determination in Clause
4.17 from and including 25/th/ December 1998 (the "Term") PAYING
THEREFOR:
FIRSTLY, yearly and proportionately for any part of a year, the rent
specified in the Fourth Schedule, by equal quarterly payments in
advance on the usual quarter days in every year, the first such payment
or a proportionate part of it (being a proportionate part of the rent
specified in paragraph 2 of the Fourth Schedule from the date hereof to
the first anniversary of the date from which the Term is calculated,
after deduction of the quarterly instalments of such yearly rent
payable on the intervening usual quarter days) to be made on the date
hereof;
SECONDLY on demand by way of additional rent (and the Landlord's
remedies for recovering rent in arrears shall apply hereto) a sum
representing interest at the rate of four pounds per centum per annum
above the Midland Bank Plc base lending rate in force at the date the
rent falls due upon any payment of rent outstanding and unpaid upon the
date when the payment of rent fell due and upon any other sum or sums
of money payable under the terms of this Lease by the Tenant to the
Landlord which shall remain unpaid the interest to be charged from the
date upon which the payment of rent fell due or the said sum or sums
was or were (as the case may be) demanded in writing throughout the
entire period during which the payment of rent or other sum or sums
remain outstanding or unpaid Provided always that this Clause shall not
prejudice in any way the Landlord's right of re-entry contained in
Clause 4.1 hereof
THIRDLY as additional rent a proportionate part (hereinafter called
"the service rent") of the Maintenance Charge (which expression in this
Lease shall mean the aggregate in any one year of the costs expenses
provisions liabilities and payments properly incurred or otherwise
provided for by the Landlord in relation to the matters set forth in
the Third
2
Schedule hereto) being subject to the following terms and provisions:
1.1 the amount of the service rent shall be ascertained and certified
annually by a certificate (hereinafter called "the certificate") signed
by the Landlord or its Managing Agents (which expression in this Lease
shall mean the Agents (if any) nominated by the Landlord and for the
time being thereunder duly authorised by the Landlord and includes
their sub-agents to whom if requested by the Landlord in writing all
communications intended for the Landlord shall be addressed) so soon
after the end of the Landlord's financial year as may be practicable
and shall relate to such year in manner hereinafter mentioned
1.2 the expression "the Landlord's financial year" shall mean the period
from the First day of April to the Thirty-first day of March or such
other annual period as the Landlord may in its discretion from time to
time determine
1.3 a copy of the certificate for each such financial year shall be
supplied by the Landlord to the Tenant on written request and without
charge to the Tenant
1.4 the certificate shall contain a fair and accurate summary of the
Landlord's said expenses and outgoings incurred by the Landlord during
the Landlord's financial year to which it relates and the certificate
(or a copy thereof duly certified by the person by whom the same was
given) shall be conclusive evidence for the purposes hereof of the
matters which it purports to certify save in case of manifest error or
mis-statement
1.5 the annual amount of the service rent payable by the Tenant as
aforesaid shall be:
(A) percentage of the Maintenance Charge which is calculated by
comparing the gross internal floor area of the Demised
Premises with the total gross internal floor area of all
premises (including the Demised Premised) let or available
for letting (including any premises the freehold of which
has been sold by the Landlord but subject to the payment to
the Landlord of a service charge contribution) from time to
time on the Science Park (as defined in the First Schedule)
and the determination of such percentage by the Landlord or
its Managing Agents shall be final
(B) together with the whole of the insurance charge set forth in
Paragraph 15 of the Third Schedule
1.6 on the usual quarter days in each year during the Term the Tenant shall
pay to the Landlord such a sum (hereinafter referred to as "advance
payment") in advance and on account of the service rent for the
Landlord's financial year then current as the Landlord or its Managing
Agents shall from time to time specify to be fair and reasonable
1.7 within a reasonable period after the end of each Landlord 's financial
year the Landlord shall furnish to the Tenant an account of the service
rent payable by the Tenant for that
3
year due credit being given therein for the advance payments made by
the Tenant in respect of the said year and upon the furnishing of such
account there shall be paid by the Tenant to the Landlord the service
rent or any balance found payable or there shall be allowed or (after
the expiry of the Term) repaid by the Landlord to the Tenant any amount
which may have been overpaid by the Tenant by way of advance payment as
the case may require PROVIDED ALWAYS that the provisions of this sub-
clause shall continue to apply notwithstanding the expiration or sooner
determination of the Term but only in respect of the period down to
such expiration or sooner determination as aforesaid
1.8 it is hereby agreed and declared that the Landlord shall not be
entitled to re-enter under the provision in that behalf hereinafter
contained by reason only of the non payment by the Tenant of any
advance payment as aforesaid prior to the issue of the certificate for
the preceding financial year but nothing in this Clause or this Lease
contained shall disable the Landlord from maintaining an action against
the Tenant in respect of non payment of any such advance payment
notwithstanding that the certificate had not been issued at the time of
the proceedings subject nevertheless to proof in such proceedings by
the Landlord that the advance payment demanded and unpaid is of a fair
and reasonable amount having regard to the prospective service rent
ultimately payable by the Tenant
2. THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:
2.1 To pay Rent
To pay the rents hereby reserved and made payable on the days and in
manner aforesaid without any deductions or set off and (unless the
Landlord agrees otherwise) to pay the rent first reserved (together
with any VAT on it) by Banker's standing order.
2.2 To pay Outgoings
2.2.1 From time to time and at all times throughout the Term to pay
and discharge all existing and future rates taxes duties
charges community charges and assessments surcharges
impositions and outgoings whatsoever whether parliamentary
local or of any other description which now are or may at any
time during the Term be assessed imposed or charged upon or
payable in respect of the Demised Premises or any part thereof
or upon the owner or occupier in respect thereof or payable by
either in respect thereof and whether of national or local and
whether of a capital or revenue nature and even though of a
wholly novel character provided that the Tenant shall not in
any event be liable for any payments as shall be occasioned by
any development disposition of or dealing with the ownership
of any estate or interest expectant in reversion on the
determination of the Term or subject to Clause 4.6 hereof upon
the rents received by the Landlord
2.2.2 To pay all charges for water, gas and electricity (including
meter rents) consumed
4
in the Demised Premises during the Term.
2.2.3 To keep the Demised Premises in rateable occupation during the
last three months of the Term or such longer period as The
Secretary of State may specify as "the standard period" for
the purpose of Section 42 of the Local Government Planning and
Land ▇▇▇ ▇▇▇▇
2.2.4 Immediately and in any case within seven days of receipt of
any proposal by the Valuation Officer or Rating Authority
respecting the rating assessment of the Demised Premises to
give notice thereof to the Landlord and not to agree to any
such proposal without the Landlord's written consent (such
consent not to be unreasonably withheld or delayed)
2.3 To repair and keep clean and tidy
2.3.1 Subject always to the proviso hereinafter appearing well and
substantially to repair cleanse maintain and keep in good and
substantial repair and condition the Demised Premises and
without prejudice to the generality of the foregoing well and
substantially to repair and keep in repair and maintain all
party walls (jointly with tenants of adjoining premises) and
all fencing and boundary walls lighting heating and
ventilation and drainage systems plate gazing water gas and
other installations fire fighting equipment and all other
machinery and Landlord's fixtures and fittings in the Demised
Premises and exclusively serving the same and all sewers
drains channels watercourses gutters rainwater and soil pipes
and cables and supply lines exclusively serving the same
(damage by any of the insured risks save where the insurance
moneys shall be irrecoverable in consequence of any act or
default of the Tenant or its agents licensees servants or
invitees or damage to the Tenant's trade fixtures fittings and
stock (if any) only excepted)
2.3.2 To keep the Demised Premises maintained to a good standard of
decorative order and properly clean and, as often as necessary
and at least once in every third year as to the exterior of
the Demised Premises and once in every fifth year as to the
interior of the Demised Premises and also in the last year of
the Term (but not twice in any period of 18 months), to
redecorate and treat the Demised Premises with appropriate
materials in a good and workmanlike manner (and during the
last year of the Term in a colour scheme and with materials
approved by the Landlord).
2.3.3 Without prejudice to the generality of the foregoing to clean
all glazing (both inside and outside and including frames) in
the Demised Premises as often as shall reasonably be necessary
but not less than once in every three months
2.3.4 To clean the brickwork cladding and other finishes in a
workmanlike manner as
5
often as shall reasonably be considered necessary by the
Landlord
2.3.5 Immediately preceding the determination of the Term (howsoever
determined) to thoroughly clean and scour the external and
internal parts of the Demised Premises and leave the same
clean and secure in every respect on the last day of the Term
2.3.6 To make good all damage caused to the Demised Premises and all
other parts of the Science Park (as defined in the First
Schedule hereto) by the Tenant its servants agents or
licensees or caused in the furtherance of theft and within one
month (or within twenty- four hours in case of emergency)
after service upon the Tenant by the Landlord of a notice in
writing specifying any repairs for which the Tenant is
responsible and necessary to be done to commence and
thereafter proceed diligently to complete the execution of
such repairs and if the Tenant shall fail so to do the
Landlord may execute such repairs and the cost thereof shall
be a debt due from the Tenant to the Landlord and be forthwith
recoverable by action and the Landlord's remedies for
recovering rent in arrears shall apply hereto
2.3.7 To pay to the Landlord forthwith upon written demand (and the
Landlord's remedies for recovering rent in arrears shall apply
hereto) the reasonable cost to the Landlord of inspecting
repairing maintaining renewing replacing any party walls
separating the Demised Premises from any adjoining premises in
case of failure by the Tenant to comply with its obligations
under Clause 2.3.1. of this Lease
2.3.8 To take all steps necessary to prevent the freezing of water
pipes in the Demised Premises
PROVIDED ALWAYS that the Tenant shall not be liable hereunder for
latent or inherent defects in the Demised Premises.
2.4 Landlords discretion as to painting and repairs and of making
regulations
To abide by the decision of the Landlord or the Landlord's Managing
Agents as to whether and the time and manner in which any work ought to
be done pursuant to the covenants in sub-clause 2.3. of this Clause and
to comply with their reasonable directions in that behalf and as to the
mode of bringing telephone communication wires into the Demised
Premises and to abide by all reasonable regulations from time to time
in force (written details of which shall have first been given to the
Tenant) relating to the use of any parts of the Science Park which the
Tenant is entitled to use but which are not included in the Demised
Premises the Landlord being entitled to make and from time to time
amend any such regulations as it shall at its discretion think
appropriate for the preservation of the quality and character of the
Science Park and the amenities thereof
6
and the wellbeing of its occupants (including but without limiting the
generality of the foregoing regulations restricting the use of the
Science Park but not the Demised Premises for such periods as the
Landlord shall deem reasonably necessary or expedient in the interests
of safety expedition of repairs or decorations or otherwise)
2.5 Restriction on effluent and rubbish
2.5.1 Not to discharge into the drains of the Landlord any effluent
other than storm water or into the sewers of the Landlord any
effluent other than sewerage water and soil otherwise than as
authorised by license issued by Anglian Water Plc or Geodesys
Limited or other drainage authority for the time being having
jurisdiction in relation to the Science Park and strictly in
compliance with all conditions regulations and requirements
attaching to such licence PROVIDED THAT the Tenant shall at
all times indemnify the Landlord in relation to any liability
for contamination or other costs, claims or damage whatsoever
or howsoever arising from and directly attributable to such
discharge and not to wash down vehicles of any type on any
part of the Science Park
2.5.2 To supply to the Landlord within 7 days of a request therefor
a copy of any licence obtained by the Tenant pursuant to Sub-
Clause 2.5.1. above.
2.5.3 Not to form any refuse dump or rubbish or scrap heap on the
Demised Premises or in any yard passageway staircase or
balcony adjacent thereto but to remove as frequently as
reasonably necessary all refuse rubbish and scrap and all used
tins cans boxes and other containers which may have
accumulated on the Demised Premises and to use the refuse
disposal receptacles (if any) provided by the Landlord and to
keep the Demised Premises generally free from weeds deposit of
materials or refuse and clean and tidy and not to bring or
keep or suffer to be brought or kept upon the Demised Premises
or on any part of the Science Park anything which is or may
become untidy unclean unsightly or in any way detrimental to
the amenity of the neighbourhood and within two working days
to comply with the requirements of any written notice from the
Landlord to restore any amenity injured as aforesaid and in
the event of the Tenant failing to comply with such notice the
Landlord shall be entitled to enter upon the Demised Premises
or elsewhere on the Science Park and carry out any works
necessary to comply with such notice and to recover the
reasonable cost thereof from the Tenant which shall at the
option of the Landlord be recoverable from the Tenant as rent
in arrear
2.6 To permit entry for inspection
2.6.1 To permit the Landlord or the Landlord's Managing Agents or
such workmen as may be authorised in writing by them
respectively at all reasonable times within forty-eight hours
of notice in writing from the Landlord to the Tenant (except
in
7
case of emergency when no notice shall be required) to enter
the Demised Premises and take a plan and examine the state of
repair and condition of the same and to keep inventories of
the fixtures and things to be surrendered at the expiry of
this Lease and within one calendar month or sooner if
requisite after notice in writing to the Tenant of all defects
and wants of reparation for which the Tenant is liable under
the covenants on his part herein contained found on such
examination shall have been given or left at the Demised
Premises to proceed diligently to repair and make good the
same according to such notice and the covenants and conditions
and in accordance with the requirements of the Landlord or the
Landlord's Managing Agents and in case the Tenant shall make
default in so doing within one month of the service of such
notice (or within twenty-four hours in case of emergency in
the opinion of the Landlord) it shall be lawful for workmen
and others to be employed by the Landlord to enter upon the
Demised Premises and repair and restore the same and all costs
and expenses incurred thereby and Value Added Tax thereon
(including Surveyor's and other professional fees) shall on
demand be paid by the Tenant to the Landlord and if not so
paid shall be recoverable by the Landlord as rent in arrear
2.6.2 To permit the Landlord or its Agents or workmen at all
reasonable times within forty-eight hours of notice in writing
from the Landlord to the Tenant (except in case of emergency
when no notice shall be required) to enter upon the Demised
Premises for the purpose of executing repairs additions or
alterations painting and redecoration to or upon any adjoining
or neighbouring premises or for making repairing renewing or
connecting or cleansing any services belonging to or leading
from the same such persons causing as little inconvenience or
interruption to business as possible and making good to the
reasonable satisfaction of the Tenant all damage to the
Demised Premises thereby occasioned
2.6.3 The Tenant shall indemnify the Landlord from and against all
liability whatsoever including all actions proceedings costs
claims and demands brought or made against the Landlord under
or by virtue of the Defective Premises ▇▇▇ ▇▇▇▇ or any Act or
Acts for the time being amending or replacing the same or any
regulations or orders made thereunder in the event of the
Landlord exercising the right to enter the Demised Premises to
carry out any description of maintenance or repair thereof
under the power contained in sub-clause 2.6.1 of this sub-
clause
2.7 Restriction on Alterations
2.7.1 Not to make any structural alterations to the Demised Premises
or any part thereof nor to erect any new buildings or
extensions thereon and without prejudice to the generality of
the foregoing not to install any outlets for pipes wires
cables or flues through the walls doors or windows of the
Demised Premises (save as hereinafter contained) Provided
always that the cutting of one or more doors similar openings
in a wall or walls separating the Demised Premises from any
adjoining premises
8
occupied by the Tenant shall not for the purposes of this sub-
clause be regarded as a structural alteration and shall
require the consent of the Landlord under Clause 2.7.2
2.7.2 Not without the previous consent in writing of the Landlord
such consent not to be unreasonably withheld or delayed (and
then only in accordance with plans previously approved in
writing by the Landlord such approval not to be unreasonably
withheld or delayed and subject to conditions reasonably
imposed by and under the supervision and to the reasonable
satisfaction of the Landlord or its Surveyors or Architects)
to make any non-structural alterations or additions to the
Demised Premises (excepting the installation of or alterations
to internal demountable partitioning for which no consent will
be necessary) and if required by the Landlord to reinstate all
such approved alterations and modifications (including
demountable partitioning) at the end of the Term (or (if
earlier) in the case of works to create an opening in walls
separating the Demised Premises from adjoining premises
occupied by the Tenant the date on which the adjoining
premises cease to be occupied by the Tenant) to the reasonable
satisfaction of the Landlord or its Surveyor.
2.7.3 At the expiry of the Term (howsoever determined) (or (if
earlier) in the case of works to create an opening in walls
separating the Demised Premises from adjoining premises
occupied by the Tenant the date on which the adjoining
premises cease to be occupied by the Tenant) if and to the
extent required by the Landlord to remove all alterations or
additions made to the Demised Premises or any part by the
Tenant or its predecessors in title prior to the date of this
Lease pursuant to any previous tenancy of the Demised Premises
under which the tenant or any predecessor in title of the
Tenant was permitted to carry out alterations to the Demised
Premises subject to a liability to reinstate and where the
Tenant or the predecessor in title did not reinstate the
alterations on the determination of that tenancy and to
restore and make good the Demised Premises in a good and
workmanlike manner to the condition and design which existed
before the alterations were made to the reasonable
satisfaction of the Landlord or its surveyor.
2.8 Not to affix heavy apparatus or exceed loads or overload services
2.8.1 Not to affix to the structure or any part of the Demised
Premises any heating apparatus ducting pipes or electric power
cables or any crane or hoist for the lifting or transport of
merchandise or other goods without the written permission of
the Landlord first obtained such permission not to be
unreasonably withheld or delayed such permission to be hereby
deemed and acknowledged in relation to any such apparatus
pipes cables crane or hoist affixed to the Demised Premises by
the Tenant prior to the date hereof pursuant to any previous
lease.
9
2.8.2 Not to suspend or permit or suffer to be suspended any heavy
load from the ceilings or main structure of the Demised
Premises nor load or use or permit or suffer to be loaded or
used the floor structure of the Demised Premises in any manner
which will in any way impose a weight or strain in excess of
that which such premises are constructed to bear with due
margin for safety or which will in any way strain or interfere
with the structural members thereof
2.8.3 Not to overload the services to the Demised Premises
2.8.4 To pay to the Landlord on demand all reasonable costs
reasonably incurred by the Landlord in obtaining the opinion
of a suitably qualified engineer as to whether the Tenant has
been in breach of this sub-clause 2.8 and the Landlord's
remedies for recovering rent in arrears shall apply hereto
2.9 Not to avoid insurance
2.9.1 Not to do or permit or suffer to be done anything (save that
the permitted use from time to time shall not be deemed to be
a breach of this covenant) whereby the policy or policies of
insurance of the Demised Premises and/or the adjoining or
neighbouring premises of the Landlord may become void or
voidable and to comply with all reasonable recommendations and
requirements of the insurers as to fire precautions relating
to the Demised Premises
2.9.2 To pay to the Landlord on demand any increased premium which
the Landlord may be reasonably required to pay under any
insurance policy in respect of the Demised Premises or any
other property of the Landlord arising from the user as
hereinafter mentioned of the Demised Premises and all such
payment shall be added to the rent hereinbefore reserved and
shall be recoverable as rent
2.9.3 In the event of the Demised Premises or any part thereof being
destroyed or damaged by any of the insured risks and the
insurance moneys under any insurance against the same effected
thereon by the Landlord being wholly or partly irrecoverable
by reason solely or in part of any act or default of the
Tenant or its agents licensees servants or invitees then and
in every such case the Tenant will forthwith (in addition to
the said rent) pay to the Landlord the irrecoverable
proportion of the cost of completely rebuilding and
reinstating the same
2.9.4 Not to effect any policy of insurance of its own in respect of
risks covered by the insurance effected by the Landlord of the
Demised Premises (and in default any insurance money received
by or payable to the Tenant shall become the property of the
Landlord)
2.10 Dangerous substances
10
2.10.1 Not to keep or permit or suffer to be kept on the Demised
Premises any material liquid or gas of a dangerous combustible
corrosive explosive flammable radio-active or offensive nature
otherwise than in accordance with the provisions of any
relevant Act or Acts of Parliament or regulations made
thereunder or issued by the Health and Safety Executive or any
other like statutory body for the time being in force and
after due notice to the Landlord and the insurers of the
Demised Premises and payment of every increased extra premium
which ought properly to be paid and in any event not to store
in the Demised Premises materials the keeping of which may
contravene any statute order or regulation or bye-law
2.10.2 If it shall be necessary for the Landlord or any tenant of any
unit adjoining the Demised Premises to carry out any work to
such adjoining unit as a result of the storage in the Demised
Premises or any of the substances mentioned in sub-clause
2.10.1 hereof then the Tenant shall forthwith on demand pay to
the Landlord or such adjoining tenant the cost incurred in
carrying out such work as aforesaid
2.10.3 Within seven days of a request by the Landlord to supply to
the Landlord copies of any applications made by the Tenant to
any statutory or other authority or body for consent to keep
any of the matters referred to in subclause 2.10.1 hereof on
the Demised Premises together with copies of any licences
issued pursuant to any such applications
2.11 Dealings with the lease
2.11.1 Not to transfer, mortgage, charge, hold on trust for another,
underlet or otherwise part with possession of any part (as
distinct from the whole) of the Demised Premises or agree to
do so.
2.11.2 Not to transfer, hold on trust for another, underlet or
otherwise part with possession of the whole of the Demised
Premises or agree to do so, except that the Tenant may
transfer or underlet the whole of the Demised Premises if,
before the transfer or underletting is completed, the Tenant
complies with the conditions described in clause 2.11.3 or
clause 2.11.4, as applicable.
(Assignment)
2.11.3 The conditions (which are specified for the purposes of
section 19(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and which
operate without prejudice to the Landlord's right to withhold
consent on any reasonable ground) applying to a transfer of
the whole of the Demised Premises are:
(A) that the Tenant enters into an authorised guarantee
agreement, as defined in section 16 of the Landlord and
Tenant (Covenants) ▇▇▇ ▇▇▇▇, with the Landlord in the
form of the draft set out in the Sixth Schedule hereto;
and
11
(B) that any guarantor of the Tenant's obligations guarantees to
the Landlord that the Tenant will comply with the authorised
guarantee agreement in a form which the Landlord reasonably
requires; and
(C) that, subject as provided in paragraph ((D)) and if the
Landlord so reasonably requires, the proposed assignee
procures one, but not both, of the following:
(1) covenants with the Landlord by an additional guarantor
or guarantors approved by the Landlord (who shall act
reasonably in giving its approval), in terms having a
form and content reasonably required by the Landlord;
or
(2) a deposit with the Landlord of an amount in cleared
funds equal to half of the then current yearly rent
first reserved by this lease and an amount equal to VAT
on that amount, on terms which the Landlord reasonably
requires; and
(D) if the proposed transfer is to a Group Company (which
expression shall have the meaning set out in Section 42 of the
Landlord and Tenant Act 1954); and
(1) if the Tenant's obligations, or any of them, are
guaranteed by another Group Company, that such Group
Company covenants with the Landlord terms having a form
and content reasonably required by the Landlord; or
(2) if the Tenant's obligations are not guaranteed by
another Group Company and if the transferee is not, in
the Landlord's reasonable opinion, of equal financial
standing to the Tenant, that the proposed transferee
procures covenants by a Group Company other than the
Tenant and the transferee and which is, in the
Landlord's reasonable opinion, of equal financial
standing to the Tenant, in a form which the Landlord
reasonably requires; and
(3) whether or not paragraph (D)(1) or (2) applies, if the
Tenant's obligations, or any of them, are secured by a
security deposit, the proposed transferee procures a
deposit with the Landlord of the amount and on terms
described in paragraph (C)(2); and
(E) that the Landlord's consent, which will not be unreasonably
withheld, is obtained to, and within two months before, the
transfer.
12
(Underletting)
2.11.4 Not to underlet the whole of the Demised Premises except:
(A) to a person who has covenanted with the Landlord:
(1) to observe the Tenant's obligations in this Lease
(other than the payment of rents);
(2) not to transfer the whole of the Demised Premises
without the Landlord's consent (which shall not be
unreasonably withheld if the conditions which are
referred to in clause 2.11.3 are first satisfied);
and
(3) not to transfer part of the Demised Premises or to
underlet or otherwise part with possession or share
the occupation of the Demised Premises or any part
of them;
(B) by reserving as a yearly rent, without payment of a fine
or premium, an amount equal to their then open market
rack rental value such rent to be approved by the
Landlord (who shall not unreasonably withhold it) and to
be payable by equal quarterly instalments in advance on
the usual quarter days and by reserving, as additional
rents, amounts equal to and payable at the same times as
the other rents reserved by this lease;
(C) by a form of underlease (which does not express any sum
to be payable by reference to a percentage or proportion
of the rent or any other sum payable under this lease,
but which requires it to be payable and assessed in
accordance with the same principles as are required by
this lease) to be approved by the Landlord, such approval
not to be unreasonably withheld;
(D) by a form of underlease which requires:
(1) the principal rent reserved by it to be reviewed
upwards only at each of those Review Dates which
will occur during the sub-term, in accordance with
the same principles which apply to rent reviews
under this lease;
(2) the underlessee to observe the Tenant's obligations
(other than the obligation to pay rents under this
lease) to the extent they relate to the Demised
Premises and containing:
(A) a condition for re-entry by the underlessor
on breach of any obligation by the
underlessee;
13
(B) a qualified covenant not to transfer the whole
of the Demised Premises (subject to prior
compliance with conditions as set out in
clause 2.11.3) and an unqualified covenant not
to transfer part of the Demised Premises or to
underlet or otherwise part with possession or
share the occupation of the Demised Premises
or any part of them;
(C) an agreement excluding sections 23 to 28
inclusive of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
in relation to the underlease, pursuant to an
Order duly made under section 38(4) of that
Act; and
(E) with the Landlord's consent, issued within two months
before completion of the underletting, which consent
(subject to compliance with the foregoing conditions
precedent shall not be unreasonably withheld.
2.11.5 To enforce the observance by every underlessee of the provisions
of the underlease and not expressly or impliedly to waive any
breach of them, nor to vary the terms of any underlease.
2.11.6 Not to agree any reviewed rent payable under an underlease until
the principal rent reserved by this Lease has been reviewed and
agreed in accordance with the provisions of the Fourth Schedule
hereto.
(Sharing occupation)
2.11.7 Not to share the occupation of the Demised Premises or any
part of them.
2.12 Notifying Landlord of dealings with the lease
2.12.1 Within ten working days after any disposition or devolution of
this lease, or of any estate or interest in or derived out of
it, to give the Landlord notice of the relevant transaction with
a certified copy of the relevant document, and to pay the
Landlord a fair and reasonable fee of not less than twenty five
pounds for registering each notice.
2.12.2 To notify the Landlord of particulars of the determination of
every rent review under any underlease of the Demised Premises
within fourteen days after the date of determination.
2.13 To pay costs of notices and consents and orders
2.13.1 To pay all proper and reasonable costs charges and expenses
(including Solicitors
14
costs and Surveyors fees) incurred by the Landlord in any
proceedings under Sections 146 and 147 of the Law of Property ▇▇▇
▇▇▇▇ or any statutory provision replacing the same notwithstanding
that forfeiture is avoided otherwise than by relief granted by the
Court
2.13.2 To reimburse to the Landlord on demand all proper and reasonable
fees costs charges and expenses incurred or suffered by the
Landlord arising out of or in connection with or incidental to any
application or request by the Tenant in connection with the
Demised Premises or any provisions of this Lease whether or not
the same shall be proceeded with by the Tenant or shall be granted
subject to conditions or arising out of or in connection with any
steps in connection with the preparation and service of a Schedule
of Dilapidations during or within ninety days after the expiry of
sooner determination of the Term or within ninety days after the
Tenant vacates the Demised Premises whichever shall be the later
(but in relation only to dilapidations occurring during the Term)
2.13.3 To pay all proper and reasonable legal costs and disbursements
incurred by the Landlord in the recovery of arrears of rent and
any other monies due hereunder from the Tenant to the Landlord and
proceedings in connection therewith
2.14 User
2.14.1 Subject to sub-clause 2.16 hereof to use the Demised Premises for
such use within Class B1 of the Town and Country Planning (Use
Classes) Order 1987 as shall be first approved in writing by the
Landlord (such consent not to be unreasonably withheld or delayed
where the proposed use is compatible with uses on a Science Park
and does not conflict with good estate management) and for no
other purpose
2.14.2 Not to use the car parking spaces on the Science Park allocated to
the Tenant pursuant to the provisions of the First Schedule
otherwise than for parking private motor cars of the Tenant its
employees and visitors
2.15 Advertisements and signs
2.15.1 Not to affix or permit to be affixed or exhibited to or upon any
part of the exterior of the Demised Premises or on the interior
visible from the exterior any placard poster sign notice or
advertisement save those of a type size and in positions approved
in writing by the Landlord
2.15.2 At the end of the Term (howsoever determined) and if so required
by the Landlord to remove such placard poster sign or
advertisement from the Demised Premises and to make good to the
reasonable satisfaction of the Landlord or its Surveyors any
damage caused to the Demised Premises by such removal
15
2.15.3 Always to display and maintain a suitable sign in a location
reasonably prescribed by the Landlord showing the name (or trading
name) of every permitted occupier of the Demised Premises
2.16 To comply with statutory provisions
2.16.1 At all times during the Term to observe and comply in all respects
with the provisions and requirements of any and every enactment
(which expression in this covenant includes as well any and every
Act of Parliament already or hereafter to be passed as any and
every order regulation and bye-law already or hereafter to be made
under or in pursuance of any such Act) so far as they relate to or
affect the user of the Demised Premises or any additions or
improvements thereto or the user thereof for the purpose of any
manufacture process trade or business or the employment therein of
any person or persons or any fixtures machinery plant or chattels
for the time being affixed thereto or being thereupon or used for
the purposes thereof and to execute all works and provide and
maintain all arrangements which by or under any enactment or by
any government department local authority or other public
authority or duly authorised officer or court of competent
jurisdiction acting under or in pursuance of any enactment are or
may be directed or required to be executed provided and maintained
at any time during the Term upon or in respect of the user of the
Demised Premises or any additions or improvement thereto or in
respect of any such user thereof or employment therein of any
person or persons for fixtures machinery plant or chattels as
aforesaid whether by the Landlord or Tenant thereof and to
indemnify the Landlord at all times against all costs charges and
expenses of or incidental to the execution of any works or the
provision or maintenance of any arrangements so directed or
required as aforesaid and not at any time during the Term to do or
omit or suffer to be done or omitted on or about the Demised
Premises any act or thing by reason of which the Landlord may
under any enactment incur or have imposed upon him or become
liable to pay any penalty damages compensation costs charges or
expenses and to keep the Landlord effectually indemnified against
all such compensation damages penalties costs charges or expenses
2.16.2 At all times during the Term to comply in all respects with the
provisions and requirements of any Town and Country Planning Act
or Acts for the time being in force and any regulations and orders
made thereunder and all licences consents permissions (to the
extent such permissions shall be implemented) and conditions (if
any) granted or imposed thereunder or under any enactment repealed
thereby so far as the same respectively relate to or affect the
Demised Premises or any part thereof or any operations works act
or things already or hereafter to be carried out executed or done
or omitted thereon or the use thereof for any purpose and before
making any applications to the Local Authority for planning
permission or bye-law consent to obtain the consent in writing of
the Landlord (which consent shall not be unreasonably withheld or
delayed) to such application and to provide
16
the Landlord with copies of the relevant application and
accompanying drawings and on the granting of such planning
permission or bye-law consent to supply copies thereof to the
Landlord
2.16.3 Unless the Landlord shall otherwise direct to carry out before the
expiration or sooner determination of the Term any works
stipulated to be carried out to the Demised Premises by a date
subsequent to such expiration or sooner determination as a
condition of any planning permission which may have been granted
and acted upon by the Tenant during the Term
2.16.4 To give notice to the Landlord as soon as reasonably practicable
after receipt of the same of any notice order or proposal for a
notice or order served on the Tenant under any legislation and if
so reasonably required by the Landlord to produce the same and at
the request and cost of the Landlord to make or join in making
such objections or representations in respect of any proposals as
the Landlord may reasonably require
2.16.5 At all times during the Term to comply with all requirements from
time to time of the appropriate authority in relation to means of
escape from the Demised Premises in case of fire and at the
expense of the Tenant to keep the Demised Premises sufficiently
supplied and equipped with fire fighting and extinguishing
apparatus and appliances of a type to be approved from time to
time by the relevant Fire Authority and suitable in all respects
to the type of user of or business manufacture process or trade
carried on upon the Demised Premises which shall be open to the
inspection of the Landlord and also not to obstruct the access to
or means of working such apparatus and appliances by their
operations at or connected with the Demised Premises
2.17 Restriction on nuisance and auctions
2.17.1 Not to use the Demised Premises or any part thereof for any
immoral purpose or for any noisy noisome dangerous or offensive
trade business manufacture operation or occupation provided that
the permitted user from time to time shall be deemed not to be in
breach of this clause and also not to do or permit to be done
thereon anything which may be or grow to the damage nuisance
disturbance or annoyance of the Landlord or the occupiers of any
adjoining or neighbouring premises or permit any sale by auction
to be held upon the Demised Premises or any part thereof or permit
the Demised Premises to be used for residential purposes or as
sleeping accommodation
2.17.2 To pay to the Landlord all proper and reasonable costs charges and
expenses which may properly and reasonably be incurred by the
Landlord in abating a nuisance caused by the Tenant or its
servants licensees or customers and executing all such works as
may be necessary for abating a nuisance in obedience
17
to a notice served by a local or public authority on the Landlord
or the Tenant in respect of the Demised Premises
2.17.3 Not at any time to permit any musical instrument gramaphone or
similar apparatus to be played or used on the Demised Premises so
as to be audible from outside the Demised Premises
2.17.4 Sound insulation
To comply in all respects with any scheme or requirement which may
be imposed by the Local Planning Authority in connection with the
sound insulation of all plant and machinery
2.17.5 Restriction on noise
Without prejudice to the preceding provisions of this Clause 2.17
hereof to ensure that the noise from operations conducted on the
Demised Premises shall not exceed
40 db (A) between 08.00 hours and 18.00 hours
35 db (A) between 18.00 hours and 22.00 hours
and
30 db (A) between 22.00 hours and 08.00 hours
all as measured on the boundary of the Science Park
2.18 To yield up
On the expiration or sooner determination of the Term peaceably to yield
up to the Landlord the Demised Premises in a good and tenantable state of
repair and condition and decoration in accordance with the covenants by
the Tenant herein contained together with all additions and improvements
thereto and the keys and all Landlord's fixtures and fittings of every
kind now in or upon the Demised Premises or which during the Term may be
affixed or fastened to or upon the same all of which shall be at the
expiration or sooner determination of the Term left complete with all
parts and appurtenances thereof and in proper working order and condition
PROVIDED ALWAYS that the foregoing covenants shall not apply to any
articles held by the Tenant on hire nor to the Tenant's fixtures and
fittings and to make good any damage caused to the Demised Premises by
the removal of tenants and trade fixtures and fittings AND PROVIDED
FURTHER that if so required by the Landlord the Tenant will remove from
the Demised Premises such of the Tenant's fixtures and fittings as are
then installed in the Demised Premises as the
18
Landlord shall specify to be removed making good all damage caused
thereby to the Landlord's satisfaction and reinstating the Demised
Premises to their original condition PROVIDED FURTHER that the Tenant may
from time to time (but only with the previous consent of the Landlord)
substitute for any of the Landlord's fixtures and fittings other fixtures
and fittings of at least as good a kind and quality as the Landlord's
fixtures and fittings and not less suitable in character
2.19 Indemnity of the Landlord
To indemnify and keep indemnified the Landlord from and against liability
for all loss damage actions proceedings claims demands costs damages and
expenses of whatever nature in respect of any injury to or the death of
any person or damage to any property movable or immovable or in respect
of the infringement disturbance or destruction of any right easement or
privilege or otherwise by reason of or arising in any way directly or
indirectly out of:
2.19.1 the state of repair or condition of the Demised Premises insofar
as the Tenant is liable for such state or condition under the
covenants herein contained
2.19.2 the act omission or default of the Tenant its agents employees
customers invitees or visitors whilst on or about the Science Park
or the Demised Premises
2.19.3 the construction or existence of any extensions of or alterations
to the Demised Premises carried out by or on behalf of the Tenant
2.19.4 the user of the Demised Premises and other areas of the Science
Park by the Tenant or its agents employees invitees or visitors
2.19.5 anything now or hereafter attached to or on the Demised Premises
or the Science Park by or on behalf of the Tenant
2.20 Not to obstruct
2.20.1 Not to expose or place or permit or suffer to be exposed or placed
any goods articles or things whatsoever outside the Demised
Premises or upon any part of the Science Park and to keep the same
free from obstruction of any kind
2.20.2 Not to stop up darken or obstruct any windows or lights or
ventilators belonging to the Landlord or to other tenants of the
Landlord or to tenants of other units on the Science Park or other
property adjoining the Demised Premises and not to stop up cover
or obstruct access to any services on the Science Park or to any
fire escapes and not to give to any third party any acknowledgment
that the Tenant enjoys the access of light or air to any windows
or openings in the Demised Premises by the consent of such third
party or to pay any sum of money to or enter
19
into agreement with such third party for the purpose of inducing
or binding him to abstain from obstructing the access of light or
air to any such windows or lights or ventilators and in the event
that any such third party doing or threatening to do anything
which obstructs or would obstruct such access of light or air
forthwith in writing to notify the same to the Landlord
2.20.3 Prevention of acquisition of easements
Without prejudice to sub-clause 2.20.2 above not to permit or
suffer any owner of adjoining or neighboring property to acquire
any rights of way light or air or other easements over the Demised
Premises but as soon as the Tenant becomes aware thereof to inform
the Landlord or the Landlord's Managing Agents in writing of any
act or thing which may result in the acquisition of any right or
privilege over the Demised Premises (for the purpose of enabling
the Landlord if it thinks fit to do anything necessary for
preventing the acquisition of any such right or privilege and to
permit the Landlord and the Landlord's Managing Agents to enter
and examine the Demised Premises accordingly) and at the sole cost
of the Landlord to join with the Landlord in taking such steps or
action as may be reasonably required by the Landlord to prevent
any such right or privilege from being acquired
2.21 To notify Landlord of defects and damage
2.21.1 To notify the Landlord without delay upon becoming aware of any
"relevant defects" of which it is aware in the state of the Demised
Premises within the meaning of Section 4 of the Defective Premises
Act 1972 or any statutory modification or re-enactment thereof and
(without prejudice to the foregoing) to give notice thereof as soon
as reasonably practicable to the Landlord of any notice or claim
affecting the Demised Premises
2.21.2 In the event of the Demised Premises being destroyed or damaged to
give notice thereof immediately to the Landlord or the Landlord's
Managing Agents stating the cause of such destruction or damage if
the Tenant can in fact determine the cause
2.22 For sale or to let boards
To permit the Landlord and its surveyors workmen and agents at any time
during the Term for the purpose of selling or disposing of the Landlord's
reversionary interest or at any time within six calendar months next
before the expiration or sooner determination of the Term for the purpose
of re-letting the Demised Premises to enter upon the Demised Premises and
to affix and retain upon any suitable part thereof (but not so as to block
any door or window) a notice board for selling or letting the same (with
or without any other premises) as the case may be and the Tenant will not
remove or obscure the same and will
20
at all times throughout the Term permit all prospective purchasers or
tenants by order in writing of the Landlord or its agents to enter and view
the Demised Premises or any part thereof at reasonable hours in the daytime
by prior appointment without interruption
2.23 Covenants
To comply with those covenants and other matters affecting the Demised
Premises and not to interfere with those rights easements or other matters
(if any) affecting the Demised Premises as (in each case) are contained or
referred to in the documents referred to in the Fifth Schedule.
3. THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:
3.1 Quiet enjoyment
That the Tenant paying the rents hereby reserved and observing and
performing the several covenants and stipulations on its part herein
contained shall peaceably hold and enjoy the Demised Premises during the
Term without any interference of the Landlord or any person rightfully
claiming under or in trust for him or by title paramount
3.2 To insure
3.2.1 Subject to such limitations exclusions and excesses as are
required by the insurers normal terms of insurance to keep
insured at all times throughout the Term the Demised Premises
(with the Tenant's interest being noted upon the policy of
insurance if the insurers so permit) against loss or damage by
fire explosion lightning storm and tempest riot civil commotion
and aircraft and articles dropped therefrom and (where
appropriate) flooding impact by vehicle escape of water from
burst pipes or other water apparatus (and in time of war against
war risks under any statutory insurance scheme which may be
applicable to the Demised Premises) the cost of shoring up
demolition and site clearance and against such other risks as the
Landlord may from time to time reasonably require together with
surveyors and architect's fees and three years loss of rent (to
include not only the rent currently payable but having reasonable
regard to potential increases in rent pursuant to the Fourth
Schedule and with any addition to the amount insured as the
Landlord may reasonably decide in respect of VAT) in some
insurance office of repute to a value equal to the full cost of
reinstatement thereof but not necessarily facsimile reinstatement
in accordance with local and statutory requirements then current
and against loss of or damage to property or personal injury
arising by reason of the condition of the Demised Premises or any
part thereof or any building erected thereon or anything done
therein and to make all payments necessary for that purpose when
the same shall respectively become payable and unless the policy
of insurance shall be vitiated by act or default of the
21
Tenant or its agents licensees servants or invitees to cause all
monies received by virtue of any such insurance (save any monies
received in respect of loss of rent) to be forthwith laid out in
rebuilding and reinstating the Demised Premises in the event of
the Demised Premises being damaged or destroyed as aforesaid
unless the Landlord is unable having used its best endeavours
(which the Landlord agrees to do) to obtain permission for such
rebuilding or reinstatement of the Demised Premises whereupon
this demise shall forthwith be at an end without prejudice to any
right of action of the Landlord or the Tenant in respect of any
antecedent breach of covenant Provided that the Tenant shall have
no claim in respect of the said insurance monies
3.2.2 Whenever reasonably so required by the Tenant to supply to the
Tenant sufficient details of such policy or policies of insurance
to enable the Tenant to comply with the terms and conditions
thereof together with evidence of payment of the premium
3.3 To use all reasonable endeavours to do such of the things and to provide
such of the services specified in the Third Schedule hereto as the Landlord
or Landlord's Managing Agents from time to time shall deem appropriate and
to use its like endeavours to enforce the covenant to contribute to the
expenses referred to in the Third Schedule which are contained in leases of
other premises on the Science Park (as defined in the First Schedule
hereto)
3.4 Unless the Landlord reasonably considers it not to be in the interest of
other tenants on the Science Park (as defined as aforesaid) to use
reasonable endeavours at the Tenant's request to enforce the covenants
contained in leases of other premises on the Science Park (as so defined)
the Tenant indemnifying the Landlord against its expenses properly incurred
in so far as they are not recoverable under the provisions of the other
leases (or otherwise)
4. PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOWS:
4.1 Notwithstanding and without prejudice to any other remedies and powers
herein contained or otherwise available to the Landlord if the rents
reserved or any part thereof shall be unpaid for twenty-one days after
becoming payable whether formally demanded or not or if any covenant on the
Tenant's part or condition contained in this Lease shall not be performed
or observed or if the Tenant for the time being (being a company) shall
enter into liquidation whether compulsory or voluntary (save for the
purpose of reconstruction or amalgamation whilst solvent) or pass a
resolution for winding up (save as aforesaid) or suffer an administrator or
an administrative receiver to be appointed or being an individual or being
more than one individual any one of them shall have a receiving order made
against him or become bankrupt or if the Tenant (or if there shall be more
than one Tenant any of them) shall enter into composition with their or his
creditors or suffer any distress or execution to be levied on their or his
goods then and in any such
22
case it shall be lawful for the Landlord at any time thereafter to re-enter
upon the Demised Premises or any part thereof in the name of the whole and
thereupon this demise shall absolutely determine but without prejudice to
any right of action or remedy of the Landlord in respect of any breach non-
observance or non-performance of any of the Tenant's covenants or any
conditions herein contained
4.2 Notices
Any notice under this Lease shall be in writing and shall be deemed well
served if posted to the Registered Office of the recipient or if an
individual at his last known address or in the case of the service on the
Tenant at the Demised Premises by first class post recorded delivery in
which case the date of service shall be the day following the date of
posting
4.3 Waiver
No demand for or acceptance of or receipt for rent by the Landlord after
knowledge or notice received by the Landlord or his agents of any breach of
any of the Tenant's covenants hereunder shall be or operate as a waiver
wholly or partially of any such breach but any such breach shall for all
purposes of these presents be a continuing breach of covenant so long as
such breach shall be subsisting and the Tenant shall not be entitled to set
up any such demand or acceptance of or receipt for rent by the Landlord as
a defence in any action or proceeding by the Landlord.
4.4 Representations
The Tenant hereby admits that the Demised Premises have been inspected by
it or on its behalf and the Tenant has entered into this Lease solely on
the basis of such inspection and upon the terms hereof and not in reliance
of any collateral contract warranty or representation whether written oral
or implied made by or on behalf of the Landlord other than any made by the
Landlord's Solicitors in reply to any enquiries raised by the Tenant's
Solicitors prior to the date hereof.
4.5 Value Added Tax
For the avoidance of doubt it is hereby declared that where any party has
an obligation to make payment of any amount hereunder including (without
prejudice to the generality of the foregoing) the rents hereby reserved and
any Value Added Tax (or other like tax excise or custom or other duty)
becomes payable in respect of the supply of any goods or services to which
such amount relates or by reference to which in whole or in part such
amount is ascertained then the obligation shall extend to and include the
Value Added Tax (or other like tax as hereinbefore mentioned) or the
appropriate proportion thereof
4.6 Rent abatement
23
If the Demised Premises or any part thereof shall at any time during the
Term be destroyed or so damaged by fire or other insured risk as to be
unfit for occupation or use then and in any such case unless the insurance
of the Demised Premises shall have been forfeited or payment of the said
policy monies or any part thereof refused by or in consequence of any act
or default of the Tenant their licensees or agents the rent hereby reserved
(without prejudice to any monies owing to the Landlord at the date of such
damage or destruction) or a fair and just proportion thereof according to
the nature and extent of the damage sustained shall from the date of such
damage or destruction and until the Demised Premises shall have been
rebuilt or reinstated and made fit for occupation or until the end of the
period for which the Landlord shall have initiated loss of rent insurance
(whichever shall first occur) be suspended and cease to be payable
4.7 Ending of the lease following major damage
If at any time the Demised Premises shall be destroyed or damaged and shall
not have been reinstated by the Landlord by the date on which the insurance
for loss of rent effected by the Landlord expires the Tenant may at any
time thereafter by notice in writing to the Landlord determine this Lease
and on the tenth working day following the service of such notice this
Lease shall determine but without prejudice to any rights or remedies which
may then have accrued in respect of any breach of any of the covenants or
provisions contained therein provided that the Tenant may not determine
this Lease if the Landlord had by the date falling two years and 6 months
from the date of destruction or damage commenced and is diligently
proceeding with the carrying out of works to replace the damaged or
destroyed parts of the Demised Premises
4.8 Construction (Design and Management) Regulations 1994
4.8.1 In this clause:
(A) the expression "Regulations" means the Construction (Design
and Management) Regulations 1994 and any expressions
appearing in this clause which are defined in the
Regulations have the same meaning; and
(B) the expression "relevant work" means any construction work
which is undertaken by the Tenant or by a person claiming
under it pursuant to an obligation or a right (whether or
not requiring the Landlord's consent) under this lease and
for the purposes of the Regulations the Tenant irrevocably
acknowledges that it, and not the Landlord, arranges the
design, carrying out and construction of relevant work.
4.8.2 The Tenant irrevocably acknowledges that it will be the only
client in respect of any relevant work.
4.8.3 Before any relevant work is commenced the Tenant shall make a
declaration in
24
accordance with Regulation 4(4) and shall forthwith serve it on
the Executive and a copy of it on the Landlord.
4.8.4 The Tenant shall comply with its obligations as client in respect
of any relevant work.
4.8.5 The Tenant shall properly provide the Landlord with a complete
copy of the health and safety file for all relevant work and (no
later than the expiry of the Term) the original health and safety
file.
4.8.6 The provisions of this clause 4.9 shall apply notwithstanding
that any consent issued by the Landlord in respect of any
relevant work does not refer to the said provisions or to the
Regulations.
4.9 Restriction on acquisition of easements
The Tenant shall not by virtue of this demise be deemed to have acquired or
be entitled to nor shall it during the Term acquire or become entitled by
any means whatever in respect of the Demised Premises to any right of light
or air nor any other easement from or over or affecting any other land or
premises now or at any time hereafter belonging to the Landlord and not
comprised in this demise save such as is necessary for the carrying on of
the Tenant's business in the Demised Premises
4.10 Warranty
Nothing herein contained or implied shall be taken to be a covenant
warranty or representation by the Landlord that the Demised Premises can
lawfully be used for any particular purpose or that the Demised Premises
are fit for any purpose for which the Tenant may use them
4.11 Remedies for dilapidations in the state
If at the expiration or sooner determination of the Term the Demised
Premises are not in the state of repair and condition in which they should
be having regard to the Tenant's covenants herein contained the Tenant
shall (if so required by the Landlord) pay to the Landlord on demand by way
of liquidated damages:
4.11.1 such sum as shall be agreed between the parties and in default of
agreement as shall be certified by an independent chartered
surveyor to be appointed by the Landlord to represent in his
opinion:
(A) the cost of putting the Demised Premises into the state of
repair and condition in which they should be as aforesaid
and
25
(B) the rent that would have been payable under this Lease if
the Term had been extended for such period as is reasonably
necessary to put the Demised Premises into the state of
repair and condition in which they should be as aforesaid
and
4.11.2 the reasonable fees of the Landlord or its agent for the
preparation and service of a Schedule of Dilapidations and of the
said independent chartered surveyor for the preparation and issue
of the said certificate
4.12 Removal of Tenant's property
If at such time as the Tenant has vacated the Demised Premises after the
determination of the Term either by effluxion of time or otherwise any
property of the Tenant shall remain in or on the Demised Premises and the
Tenant shall fail to remove the same within twenty-eight days after being
requested by the Landlord so to do by a notice in that behalf then and in
such case the Landlord may as the agent of the Tenant (and the Landlord is
hereby appointed by the Tenant to act in that behalf) sell such property
and shall then hold the proceeds of sale after deducting the reasonable
costs and expenses of removal storage and sale reasonably and properly
incurred by it to the order of the Tenant PROVIDED THAT the Tenant will
indemnify the Landlord against any liability incurred by it to any third
party whose property shall have been sold by the Landlord in the bona fide
mistaken belief (which shall be presumed unless the contrary be proved)
that such property belonged to the Tenant and was liable to be dealt with
as such pursuant to this sub-clause
4.13 Party Walls
All walls separating the Demised Premises from any adjoining premises shall
be party walls and shall be used and repaired and maintained as such and
all ceiling joists beams slabs floors and walls separating the Demised
Premises from any adjoining premises shall be party structures and shall be
used and repaired and maintained as such
4.14 No liability for injury etc
The Landlord shall not be responsible to the Tenant or its servants or
visitors for any injury death damage destruction caused by natural or
consequential loss whether to person property or goods due directly or
indirectly to any act neglect or default of any other tenant or permitted
occupier for the time being of the Science Park or to the condition of the
Demised Premises or any of its appurtenances
4.15 Powers of Landlord's Managing Agents
The obligations of the Tenant under this Lease shall be enforceable in case
of default as well by the Landlord's Managing Agents in their own name as
by the Landlord
26
4.16 No compensation
If the Lease hereby granted is within Part II of the Landlord and ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ then subject to the provisions of sub-clause (2) of Section 38 of
that Act the Tenant shall not be entitled on quitting the Demised Premises
to any compensation under Section 37 of the same Act or under any
corresponding provision in any Act or under any corresponding provision in
any Act amending or replacing the same
4.17 Tenant's right to break
4.17.1 The Tenant may (subject to the provisions of this clause)
determine this lease as at 24/th/ December 2009 (the "Break
Date").
4.17.2 The Tenant shall give the Landlord written notice of its
intention to determine at least thirteen months before the Break
Date.
4.17.3 If the Tenant duly serves a notice under this clause it shall
procure that vacant possession of the Demised Premises will be
available on the Break Date free of occupation by and of any
estate or interest vested in the Tenant or any third party and
this lease shall not determine as a result of any notice served
by the Tenant if it is in material breach of any of its covenants
contained in this lease (including those contained in this
clause) at the Break Date except to the extent if at all the
Landlord in its absolute discretion waives compliance with any of
them.
4.17.4 If a notice is duly served and the requirements of paragraph
4.17.3 of this clause are first satisfied this lease shall
determine on the Break Date without prejudice to:
(A) any rights or remedies which may have accrued to either
party in respect of any breach of any of the covenants or
obligations contained in it including obligations under this
clause which shall continue to bind the parties; and
(B) the continuing obligation of the parties to account to one
another on demand for any payment or allowance apportioned
up to the date of determination as soon as reasonably
possible thereafter.
4.17.5 Time is of the essence of all dates and periods referred to in
this clause.
4.18 Freedom to deal with Science Park
The Landlord may at any time or times hereafter convey demise or otherwise
deal with all or any of the Science Park (as defined in the First Schedule
hereto) free from all or any of the covenants and conditions herein
contained or subject to any other covenants
27
conditions or otherwise as the Landlord thinks fit
4.19 Overriding lease
If, during the Term, the Landlord grants a tenancy of the reversion
immediately expectant on the determination of this lease, whether pursuant
to section 19 Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇ or otherwise, any
obligation of the Tenant to obtain the consent of the Landlord under this
lease to any dealing shall be deemed to include a further obligation also
to obtain the consent of the lessor under such tenancy to such a dealing.
4.20 Application of Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇
This lease is a new tenancy for the purposes of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇.
4.21 Stamp duty certificate
It is hereby certified that there is no agreement for lease to which this
lease gives effect.
5. INTERPRETATION
In this lease:
5.1 The singular includes the plural and vice versa and one gender includes
both other genders.
5.2 Where a party comprises more than one person, obligations of that party
take effect as joint and several obligations.
5.3 An obligation by the Tenant not to do (or omit) any act or thing also
operates as an obligation not to permit or suffer it to be done (or
omitted) and to prevent (or as the case may be) to require it being done.
5.4 References to:
(A) any clause or schedule are reference to the relevant clause or
schedule of this lease and any reference to a sub-clause or paragraph
is a reference to that sub-clause or paragraph of the clause or
schedule in which the reference appears and headings shall not affect
the construction of this lease;
(B) any right of (or obligation to permit) the Landlord to enter the
Demised Premises shall also be construed as entitling the Landlord to
remain on the Demised Premises, with or without equipment, and
permitting such right to be exercised by all persons authorised by the
Landlord;
28
(C) any consent or approval of the Landlord, or words to similar effect
mean a consent in writing signed by or on behalf of the Landlord and
given before the act requiring consent or approval;
(D) the Demised Premises (except in clause 2.11) extend, where the context
permits, to any part of the Premises;
(E) a specific Enactment include every statutory modification,
consolidation and re-enactment and statutory extension of it for the
time being in force, except in relation to the Town and Country
Planning (Use Classes) Order 1987, which shall be interpreted
exclusively by reference to the original provisions of Statutory
Instrument 1987 No 764 whether or not it may have been revoked or
modified;
(F) the last year of the Term includes the final year of the Term if this
lease determines otherwise than by passing of time and references to
the expiry of the Term include that type of determination;
(G) rents or other sums being due from the Tenant to the Landlord mean
that they are exclusive of any VAT.
29
IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below
30
THE FIRST SCHEDULE
hereinbefore referred to
(Description of the Demised Premises)
ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B7 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and the ceilings of the unit
and the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached
TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:
(i) with or without vehicles to pass and ▇▇▇▇▇▇ to and from the Demised
Premises or any part thereof and the public highway over and along the
roads as may from time to time during the Term be constructed upon the
Science Park but not at any time to park thereon and on foot to pass and
▇▇▇▇▇▇ to and from the Demised Premises or any part thereof from such
roads
(ii) upon reasonable notice being given to the Landlord to enter upon the
adjoining or neighbouring property of the Landlord where the same is
necessary for the purpose of complying with its covenants hereunder
making good all damage occasioned thereby
(iii) the free and uninterrupted passage and running of water soil electricity
gas and telephone and other services to and from the Demised Premises
through the sewers drains watercourses conduits pipes wires and cables
which are now or may hereafter during the Term be in under or over the
Demised Premises or the Science Park and connecting with the main water
drainage electricity and sewage systems serving the Science Park
PROVIDED ALWAYS that no liability shall fall upon the Landlord for any
damage to the Tenant if there shall be any interruption or obstruction
to the roads or service areas or to the said systems caused by accident
flood tempest frost breakdown of any machinery acts of the Queen's
forces or of the Queen's enemies riot civil commotion operation of
aircraft hostile or friendly or force majeure or act of God or by any
restrictions or regulations of Her Majesty's Government or any strike or
work to rule or lockout of workmen whether in the employment of the
Landlord or not or any other circumstances
31
or occurrence beyond the Landlord's control
(iv) the right to use any refuse disposal receptacles provided by the
Landlord
(v) the exclusive right to use the eight car parking spaces coloured blue on
Plan A
(vi) the right of support and protection for the benefit of the Demised
Premises as is now enjoyed from the other units and other parts of the
Science Park
(vii) for the Tenant its servants and employees to use such of the
recreational areas and facilities forming part of the Science Park as
are available and suitable for use without obligation on the part of the
Landlord to provide the same on such terms and in accordance with such
regulations as the Landlord may from time to time prescribe
EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:
(i) to build upon and use any land adjoining or near to the Demised Premises
and to rebuild or alter any of the adjoining or neighbouring buildings
including the right to build on or into the walls of the Demised
Premises according to such plans whether as to height extent or
otherwise and in such manner as shall be approved by the Landlord or its
Surveyors notwithstanding any interference thereby occasioned to the
access of light or air to the Demised Premises which light and air shall
be deemed to be enjoyed by licence only Provided always that the Demised
Premises shall not be rendered unsuitable for the user permitted under
the provisions of this Lease
(ii) The free and uninterrupted passage and running of water soil electricity
gas and telephone services from and to other parts of the Science Park
through the sewers gutters drains channels watercourses pipes conduits
cables and wires which are not or may hereafter during the term hereby
granted be in under or over the Demised Premises together with full
liberty and power at all times (but on reasonable notice except in case
of emergency) for the Landlord with or without or others together where
necessary with appliances to enter upon the Demised Premises to inspect
maintain repair cleanse amend re-route relay replace or renew the said
services and the Demised Premises and to install any additional services
for the benefit of the Demised Premises or the other buildings on the
Science Park but causing as little interference as possible with the
operation of the Tenant carried on by it on the Demised Premises doing
no unnecessary damage by the exercise of this right and forthwith making
good any damage to the Demised Premises thereby occasioned
(iii) the right of support and protection for the benefit of the other units
and all other parts of the Science Park as is now enjoyed or as will be
hereafter enjoyed from the Demised
32
Premises
(iv) the right of entry for the Landlord or the Landlord's Managing Agents or
others so authorised by them for the purposes of complying with any of
the Landlord's obligations hereunder or for the repair maintenance or
alteration of any adjoining premises of the Landlord
(v) the right for the Landlord and its tenants of other parts of the Science
Park to pass on foot only through the Demised Premises for the purpose
(in case of emergency only) of gaining access to any fire escapes
situate within the building of which the Demised Premised form part
33
MAP
34
MAP
35
THE SECOND SCHEDULE hereto
(Landlord's fixtures and fittings)
1 x Stelrad Ideal elan wall hung balonoed flue gas boiler
1 x Brefoo fill expansion unit comprising 12 litre vessel, filling
valve, safety valve, pressure gauge and flexible quick fit
hose connection
1 x Grundfoss U P 15 60 water pump
1 x Gas solenoid shut off valve wired to theremal link over boiler
and electric knock off button
12 x Stelrad Accord hot water radiators
1 x Honeywell frost thermostat
12 x Surelux light fitting 1200 x 1200 Surface SAX LL 3436
19 x Surelux light fitting 1200 x 1200 recessed with SAD louvres
1 x Surelux light fitting 300 x 150 Emergency light 8w recessed
2 x Mr Light up-lighter type 1339
2 x Surelux canopy light
1 x Channel Safety System Ltd 2 zone CH2 fire alarm panel with
▇▇▇▇▇▇▇▇ plate, 2 fire bells and 2 break glasses
1 x ▇▇▇▇▇▇ ▇▇▇▇▇ Ltd elect distribution board
1 x Roof Unit Ltd model SDX Euro Flo extract fan and controller
(kitchen)
1 x Roof Unit Ltd model 'G' series twin extract fan and controller
(toilet)
44 x Power Link sockets and trunking
1 x MK 711 ▇▇▇▇▇▇ point and light
2 x Twyford Galerie WC bowl and cistern
1 x Galerie wash hand basin and tape
36
1 x Twyford Sola wash hand basin and tape (Disabled WC)
2 x Mahogany toilet roll holders
2 x Mahogany towel rings
2 x Mahogany shelf
2 x Mahogany glass holder
2 x Mahogany frame mirror
1 x Plate glass mirror 500 x 1100
1 x Plate glass mirror 400 x 1100
2 x Twyford support rails (Disabled WC)
1 x Southway mini kitchen - Ref 100 AR
1 x Santon wall mounted water heater
1 x ▇▇▇▇▇▇▇▇▇ Cortege suspended ceiling mineral fibre board tile
600 x 600 15 mm set on ▇▇▇▇▇▇▇▇▇ Microlock 15 exposed grid
suspension system (Ground Floor Only)
3 x Vertical window blind
▇▇▇▇▇ cord carpet tiles to ground floor suite
Beige Twist pile fitted carpet to ground floor
Half glazed demountable partitioning forming three offices to rear of ground
floor
Full height light oak partitioning forming three offices to first floor
37
THE THIRD SCHEDULE
(Services)
The Maintenance Charge shall include the following:
1. The cost of inspecting repairing maintaining renewing replacing
cleansing and keep clean and tidy
1.1 any drains sewers or other services serving the Demised Premises or any
other buildings on the Science Park but excluding those within the
Demised Premises and exclusively serving the same
1.2 the fences walls gates and other boundary structures
1.3 the car park spaces
2. The cost of inspecting and maintaining the landscaped areas and ▇▇▇▇▇▇
on the Science Park
3. Without prejudice to paragraphs (1) and (2) of this Schedule the cost
of insurance repair maintenance rebuilding renewing making lighting
cleansing and decoration of any parts of the Science Park which in the
Landlord's or the Landlord's Managing Agents' opinion benefit more than
one tenant but are not the specified responsibility of any one tenant
4. The payment by the Landlord of any rates water rates or other outgoings
which in the Landlord's or the Landlord's Managing Agents' reasonable
opinion benefit the Science Park or any part thereof and which do not
fall to be paid by any other tenant on the Science Park or by the
Landlord in respect of any unoccupied premises available for letting on
the Science Park
5. The employment of any staff (being reasonable in number) to perform
duties on the Science Park including periodical payments in respect of
National Health and Insurance Payments or similar or ancillary payments
required by statute to be made by the Landlord in respect of any such
staff and any reasonable benefits paid by the Landlord to any such
staff as a condition of employment
6. The carrying out of all works on the Science Park which are not the
specific responsibility of any one tenant and which shall be reasonably
necessary to comply with the doing of anything which the Landlord or
the Landlord's Managing Agents consider necessary or prudent to comply
with or to contest the incidence of any requirements under the ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ the Offices Shops and Railway Premises Act 1963 the Fire
Precautions ▇▇▇ ▇▇▇▇ the Town and Country Planning Acts 1971 to 1990
and the Health and Safety at Work ▇▇▇ ▇▇▇▇ and in any other legislation
or order or instrument deriving validity from
38
any of them and any Act or Acts for the time being in force amending or
replacing the same and any future legislation or order or instrument as
aforesaid of the like nature or effect
7. The provision repair maintenance and updating of sign boards for the
Science Park (excluding "to let" or "for sale" signs)
8. The payment of management and other professional fees and expenses
reasonably incurred by the Landlord from time to time by virtue of or
in relation to any matter provided for in this Lease and the employment
of any accountant solicitor surveyor or other professional person for
any purpose connected with the management of the Science Park and the
cost of a professional valuation (not more than once in any period of
twelve months) of the Science Park for insurance purposes
9. The enforcement of any regulations relating to the use of the Science
Park or any part thereof and the preparation and enforcement of any
other regulations which may be made by the Landlord or the Landlord's
Managing Agents to amend replace or extend the same
10. The provision repair maintenance and replacement of such vehicles
equipment plant tools and materials as the Landlord or the Landlord's
Managing Agents may reasonably consider necessary for the provision of
services or the repair improvement and maintenance of the Science Park
11. The provision maintenance and renewal of such other services facilities
or amenities or the carrying out of such works to the Science Park and
its appurtenances and the effecting of such insurances in respect of
third party and property owners' risks and otherwise as the Landlord or
the Landlord's Managing Agents shall from time to time reasonably
consider necessary or desirable for the use enjoyment or benefit of the
Tenant jointly with other tenants on the Science Park
12. (To the extent actually utilised by the Tenant) the cost of provision
of any refuse service and of providing and renewing any rubbish bins
and the periodical refuse collection charged to or undertaken by the
Landlord
13. The current rental value (if the premises hereinafter mentioned were
available for letting) from time to time (as certified by the
Landlord's surveyor or valuer by reference to other rentals payable for
units on the Science Park whose certificate shall be final and binding
upon the parties hereto) of premises on the Science Park provided for
use by the Landlord for the general management by the Landlord of the
Science Park and of premises for reception facilities or for any other
facility made available by the Landlord for the mutual use and benefit
of the Tenant and other tenants on the Science Park together with the
cost of heating and lighting all such premises whether or not the
Tenant shall make use of such facilities
39
14. The cost of borrowing any monies required to pay the cost of carrying
out the Landlord's obligations under this Lease
15. The sum or sums which the Landlord shall from time to time pay by way
of premium (including any increased premium payable by reason of any
act or omission of the Tenant) for keeping the Demised Premises insured
in accordance with the Landlord's obligation in that behalf contained
in Clause 3.2 hereof
40
THE FOURTH SCHEDULE
(Rent and rent review)
1. In this schedule the following expressions have the respective specified
meanings:
1.1 "Current Rent" means the amount of the yearly rent first reserved by this
lease payable immediately before the relevant Review Date;
1.2 "Review Date" means each of:
1.2.1 25/th/ December in the years 2001, 2004 and 2007; and (if
applicable)
1.2.2 any date so stipulated by virtue of paragraph 6;
1.3 "Review Rent" means the yearly market rack rental value which might
reasonably be expected to be payable, following the expiry of any period at
the beginning of the term which might be negotiated in the open market for
the purposes of fitting out, during which no rent, or a concessionary rent,
is payable (and on the assumption that the lessee has had the benefit of
such rent free or concessionary rent period), if the Demised Premises had
been let in the open market by a willing lessor to a willing lessee with
vacant possession, on the relevant Review Date, without fine or premium,
for a term of ten years computed from the relevant Review Date, and
otherwise upon the provisions (save as to the amount of the rent first
reserved by this lease but including the provisions for rent review at
three-yearly intervals) contained in this lease and on the assumption if
not a fact that the said provisions have been fully complied with and on
the further assumptions that:
1.3.1 the Permitted Use and the Demised Premises comply with Planning Law
and every other Enactment and that the lessee may lawfully implement
and carry on the Permitted Use;
1.3.2 the Demised Premises have been fitted out and are fit for immediate
occupation and operation of the Permitted Use;
1.3.3 no work has been carried out to the Demised Premises which has
diminished their rental value;
1.3.4 in case the Demised Premises or the Science Park or any part of it
has been destroyed or damaged they have been fully restored,
but disregarding any effect on rent of:
(i) the fact that the Tenant or any underlessee or other occupier or
their respective
41
predecessors in title has been or is in occupation of the Demised
Premises;
(ii) any goodwill attached to the Demised Premises by the carrying on in
them of the business of the Tenant or any underlessee or their
respective predecessors in title or other occupier; and
(iii) (without prejudice to paragraphs 1.3.2 and 1.3.3) any works carried
out to the Demised Premises during the Term by the Tenant or any
permitted underlessee, in either case at its own expense in
pursuance of a licence granted by the Landlord and otherwise than in
pursuance of any obligation to the Landlord and any other works
carried out at the Demised Premises by the Tenant under any previous
tenancy whether or not so licensed by the Landlord.
1.4 "Review Surveyor" means an independent chartered surveyor appointed
pursuant to paragraph 4.1 and if he is to be nominated by or on behalf of
the President of the Royal Institution of Chartered Surveyors, the
President shall be requested to nominate an independent chartered surveyor
having not less than ten years practice next before the date of his
appointment and recent substantial experience in the letting and valuation
of premises of a similar character and quality to those of the Demised
Premises and who is a partner or director of a firm or company of surveyors
having appropriate market and valuation knowledge of such premises.
2. The yearly rent first reserved and payable under this lease for each year
of the Term until the first Review Date is as follows:
(a) for the period commencing on 25/th/ December 1998 and expiring on
24/th/ December 1999 the sum of Twenty Six Thousand Seven Hundred
and Ninety Six Pounds (Pounds)(26,796); and
(b) for the period commencing on 25/th/ December 1999 until the first
Review Date the sum of Twenty Eight Thousand Eight Hundred pounds
(Pounds)(28,800).
3. The yearly rent first reserved and payable from each Review Date until the
next following Review Date or (in the case of the period commencing on the
last Review Date during the Term) until the expiry of the Term shall be the
higher of:
3.1 the Current Rent; and
3.2 the Review Rent.
4. If the Landlord and the Tenant shall not have agreed the Review Rent by the
date three months before the relevant Review Date it shall (without
prejudice to the ability of the Landlord and the Tenant to agree it at any
time) be assessed as follows:
42
4.1 the Review Surveyor shall (in the case of agreement about his appointment)
be appointed by the Landlord or the Tenant to assess the Review Rent or (in
the absence of agreement at any time about his appointment) be nominated to
assess the Review Rent by or on behalf of the President for the time being
of The Royal Institution of Chartered Surveyors on the application of the
Landlord or the Tenant;
4.2 the Review Surveyor shall act as an arbitrator and the arbitration shall be
conducted in accordance with the Arbitration ▇▇▇ ▇▇▇▇; and shall be
required:
4.2.1 to give written notice to the Landlord and the Tenant inviting each
of them to submit to him within such time limits as he shall
reasonably stipulate a proposal for the Review Rent supported by
any or all of:
(A) a statement of reasons;
(B) a professional rental valuation;
(C) information in respect of any other matters they consider
relevant; and (separately and later)
(D) submissions in respect of each other's statement of reasons,
valuation and other matters; and
4.2.2 upon written request from the Landlord or the Tenant to assess the
Review Rent with a hearing and not solely the written submissions
and other matters referred to at paragraph 4.2.1 of this schedule
4; and
4.2.3 to give written notice to the Landlord and the Tenant if he shall
appoint a Solicitor or Counsel or expert to advise and assist him
on points of law and/or procedure and/or evidence which notice
shall include the name of the Solicitor or Counsel or expert and
details of their anticipated fees and expenses and the Landlord or
the Tenant shall notify the Review Surveyor within a reasonable
period if there is any objection to such appointment or the level
of such fees or expenses and the Review Surveyor shall give
reasonable consideration to such representations.
4.3 if the Review Surveyor refuses to act, or is or becomes incapable of acting
or dies, the Landlord or the Tenant may apply to the President for the
appointment of another Review Surveyor.
5. If the Review Rent has not been agreed or assessed by the relevant Review
Date the Tenant shall:
5.1 continue to pay the Current Rent on account; and
43
5.2 pay the Landlord, within seven days after the agreement or assessment of
the Review Rent, any amount by which the Review Rent for the period
commencing on the relevant Review Date and ending on the quarter day
following the date of payment exceeds the Current Rent paid on account for
the same period, plus interest (but calculated at 2% per annum above the
Midland Bank Plc base lending rate then in force) for each instalment of
rent due on and after the relevant Review Date on the difference between
what would have been paid on that rent day had the Review Rent been fixed
and the amount paid on account (the interest being payable from the date on
which the instalment was due up to the date of payment of the shortfall).
6. If any Enactment restricts the right to review rent or to recover an
increase in rent otherwise payable then, when the restriction is released,
the Landlord may, at any time within six months after the date of release,
give to the Tenant not less than one month's notice requiring an additional
rent review as at the next following quarter day which shall for the
purposes of this lease be a Review Date.
7. As soon as possible after any increase in rent is agreed or determined
pursuant to this Fourth Schedule, a memorandum recording the increase shall
be signed on behalf of the Landlord and the Tenant respectively and
exchanged between them.
44
THE FIFTH SCHEDULE
(Covenants etc.)
All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.
45
THE SIXTH SCHEDULE
(Authorised Guarantee Agreement)
The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:
1.1 the rent reserved by the Lease (whether or not ascertained as to amount)
and other sums payable by the Assignee shall be duly paid and that all the
tenant's obligations contained in the Lease shall be performed and observed
as required by the Lease and that if there is any breach of the tenant's
obligations the Assignor shall comply with the obligations in respect of
which the Assignee shall be in default and shall on demand pay to the
Landlord an amount equivalent to the rents or other sums not paid and/or
any loss damage costs charges expenses or any other liability incurred or
suffered by the Landlord as a result of the breach and shall otherwise
indemnify and hold harmless the Landlord against all actions claims costs
damages demands expenses losses and proceedings arising from or incurred by
the Landlord as a result of such non-compliance;
1.2 if any liquidator or other person having power to do so disclaims the Lease
and if the Landlord by written notice served within three months after the
date of disclaimer (the "Relevant Trigger Event") requires the Assignor to
accept a lease of the Premises (for a term computed from the date of the
Relevant Trigger Event) to the date on which the Term (as defined in the
Lease) would have expired by effluxion of time and at the same rents and
subject to the same covenants conditions and provisions as are reserved by
and contained in the Lease immediately before the Relevant Trigger Event
and with coincidental rent review dates (as defined in the Lease) (the said
new lease to take effect as from the date of the Relevant Trigger Event)
the Assignor shall forthwith accept such lease accordingly and execute and
deliver to the Landlord a counterpart of it and indemnify the Landlord on
demand against the costs incurred on the grant of the new lease;
1.3 without prejudice to the rights of the Landlord against the Assignee the
Assignor shall be a principal debtor in respect of its obligations under
this clause and not merely a surety and accordingly the Assignor's
liability shall not be discharged by any act or thing by which it would not
have been discharged if the Assignor had been a principal debtor;
1.4 the Assignor shall pay all charges (on a full indemnity basis) reasonably
incurred by the Landlord in enforcing the Assignor's obligations under this
deed.
2. The Landlord agrees with the Assignor that it will notify the Assignor in
writing within ten working days of receiving notice that the Lease is no
longer vested in the Assignee.
46
THE COMMON SEAL of SUN LIFE )
PENSIONS MANAGEMENT LIMITED )
was hereunto affixed in the presence of: )
47
DATED 1999
------------------------------------
SUN LIFE PENSIONS MANAGEMENT LIMITED
and
CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED
LEASE
of
Unit B8 Melbourn Science and
Business Park, Melbourn, South Cambridgeshire
NOTE: This is a new tenancy for the purposes of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Tel: ▇▇▇▇-▇▇▇ ▇▇▇▇
Fax: ▇▇▇▇-▇▇▇ ▇▇▇▇
Ref: 2065/2174/30794054
1
THIS LEASE is made the 23rd day of August 1999
BETWEEN:
(1) SUN-LIFE PENSIONS MANAGEMENT LIMITED (Company Number 01105141) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (hereinafter
called the "Landlord") and
(2) CAMBRIDGE ANTIBODY TECHNOLOGY LIMITED (Company Number 2451177) whose
registered office is at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(hereinafter called the "Tenant")
WITNESSETH as follows:
1. The Landlord hereby demises unto the Tenant ALL THOSE PREMISES more
particularly described in the First Schedule hereto together with the
Landlord's fixtures and fittings therein set out in the Second Schedule
hereto (all which premises are hereinafter referred to as the "Demised
Premises") TO HOLD the same unto the Tenant for the term of twelve years
subject to the provisions for earlier determination in Clause 4.17 from
and including 25/th/ December 1998 (the "Term") PAYING THEREFOR:
FIRSTLY, yearly and proportionately for any part of a year, the rent
specified in the Fourth Schedule, by equal quarterly payments in advance
on the usual quarter days in every year, the first such payment or a
proportionate part of it (being a proportionate part of the rent
specified in paragraph 2 of the Fourth Schedule from the date hereof the
first anniversary of the date from which the Term is calculated, after
deduction of the quarterly instalments of such yearly rent payable on
the intervening usual quarter days) to be made on the date hereof;
SECONDLY on demand by way of additional rent (and the Landlord's
remedies for recovering rent in arrears shall apply hereto) a sum
representing interest at the rate of four pounds per centum per annum
above the Midland Bank Plc base lending rate in force at the date the
rent falls due upon any payment of rent outstanding and unpaid upon the
date when the payment of rent fell due and upon any other sum or sums of
money payable under the terms of this Lease by the Tenant to the
Landlord which shall remain unpaid the interest to be charged from the
date upon which the payment of rent fell due or the said sum or sums was
or were (as the case may be) demanded in writing throughout the entire
period during which the payment of rent or other sum or sums remain
outstanding or unpaid Provided always that this Clause shall not
prejudice in any way the Landlord's right of re-entry contained in
Clause 4.1 hereof
THIRDLY as additional rent a proportionate part (hereinafter called "the
service rent") of
2
the Maintenance Charge (which expression in this Lease shall mean the
aggregate in any one year of the costs expenses provisions liabilities
and payments properly incurred or otherwise provided for by the Landlord
in relation to the matters set forth in the Third Schedule hereto) being
subject to the following terms and provisions:
1.1 the amount of the service rent shall be ascertained and certified
annually by a certificate (hereinafter called "the certificate") signed
by the Landlord or its Managing Agents (which expression in this Lease
shall mean the Agents (if any) nominated by the Landlord and for the
time being thereunder duly authorized by the Landlord and includes their
sub-agents to whom if requested by the Landlord in writing all
communications intended for the Landlord shall be addressed) so soon
after the end of the Landlord=s financial year as may be practicable and
shall relate to such year in manner hereinafter mentioned
1.2 the expression "the Landlord's financial year" shall mean the period
from the First day of April to the Thirty-first day of March or such
other annual period as the Landlord may in its discretion from time to
time determine
1.3 a copy of the certificate for each such financial year shall be supplied
by the Landlord to the Tenant on written request and without charge to
the Tenant
1.4 the certificate shall contain a fair and accurate summary of the
Landlord's said expenses and outgoings incurred by the Landlord during
the Landlord's financial year to which it relates and the certificate
(or a copy thereof duly certified by the person by whom the same was
given) shall be conclusive evidence for the purposes hereof of the
matters which it purports to certify save in case of manifest error or
mis-statement
1.5 the annual amount of the service rent payable by the Tenant as aforesaid
shall be:
(A) a percentage of the Maintenance Charge which is calculated by
comparing the gross internal floor area of the Demised Premises
with the total gross internal floor area of all premises
(including the Demised Premises) let or available for letting
(including any premises the freehold of which has been sold by
the Landlord but subject to the payment to the Landlord of a
service charge contribution) from time to time on the Science
Park (as defined in the First Schedule) and the determination of
such percentage by the Landlord or its Managing Agents shall be
final
(B) together with the whole of the insurance charge set forth in
Paragraph 15 of the Third Schedule
1.6 on the usual quarter days in each year during the Term the Tenant shall
pay to the Landlord such a sum (hereinafter referred to as "advance
payment") in advance and on account of the service rent for the
Landlord's financial year then current as the Landlord or its Managing
Agents shall from time to time specify to be fair and reasonable
3
1.7 within a reasonable period after the end of each Landlord's financial
year the Landlord shall furnish to the Tenant an account of the service
rent payable by the Tenant for that year due credit being given therein
for the advance payments made by the Tenant in respect of the said year
and upon the furnishing of such account there shall be paid by the
Tenant to the Landlord the service rent or any balance found payable or
there shall be allowed or (after the expiry of the Term) repaid by the
Landlord to the Tenant any amount which may have been overpaid by the
Tenant by way of advance payment as the case may require PROVIDED ALWAYS
that the provisions of this sub-clause shall continue to apply
notwithstanding the expiration or sooner determination of the Term but
only in respect of the period down to such expiration or sooner
determination as aforesaid
1.8 it is hereby agreed and declared that the Landlord shall not be entitled
to re-enter under the provision in that behalf hereinafter contained by
reason only of the non payment by the Tenant of any advance payment as
aforesaid prior to the issue of the certificate for the preceding
financial year but nothing in this Clause or this Lease contained shall
disable the Landlord from maintaining an action against the Tenant in
respect of non payment of any such advance payment notwithstanding that
the certificate had not been issued at the time of the proceedings
subject nevertheless to proof in such proceedings by the Landlord that
the advance payment demanded and unpaid is of a fair and reasonable
amount having regard to the prospective service rent ultimately payable
by the Tenant
2. THE TENANT HEREBY COVENANTS WITH THE LANDLORD AS FOLLOWS:
2.1 To pay Rent
To pay the rents hereby reserved and made payable on the days and in
manner aforesaid without any deductions or set off and (unless the
Landlord agrees otherwise) to pay the rent first reserved (together with
any VAT on it) by Banker's standing order.
2.2 To pay Outgoings
2.2.1 From time to time and at all times throughout the Term to pay
and discharge all existing and future rates taxes duties
charges community charges and assessments surcharges
impositions and outgoings whatsoever whether parliamentary
local or of any other description which now are or may at any
time during the Term be assessed imposed or charged upon or
payable in respect of the Demised Premises or any part thereof
or upon the owner or occupier in respect thereof or payable by
either in respect thereof and whether of national or local and
whether of a capital or revenue nature and even though of a
wholly novel character provided that the Tenant shall not in
any event be liable for any payments as shall be occasioned by
any development disposition of or dealing with the ownership
of any estate or interest expectant in reversion on the
determination of the Term or subject to
4
Clause 4.6 hereof upon the rents received by the Landlord
2.2.2 To pay all charges for water, gas and electricity (including
meter rents) consumed in the Demised Premises during the Term.
2.2.3 To keep the Demised Premises in rateable occupation during the
last three months of the Term or such longer period as The
Secretary of State may specify as "the standard period" for
the purpose of Section 42 of the Local Government Planning and
Land ▇▇▇ ▇▇▇▇
2.2.4 Immediately and in any case within seven days of receipt of
any proposal by the Valuation Officer or Rating Authority
respecting the rating assessment of the Demised Premises to
give notice thereof to the Landlord and not to agree to any
such proposal without the Landlord's written consent (such
consent not to be unreasonably withheld or delayed)
2.3 To repair and keep clean and tidy
2.3.1 Subject always to the proviso hereinafter appearing well
and substantially to repair cleanse maintain and keep in good
and substantial repair and condition the Demised Premises and
without prejudice to the generality of the foregoing well and
substantially to repair and keep in repair and maintain all
party walls (jointly with tenants of adjoining premises) and
all fencing and boundary walls lighting heating and
ventilation and drainage systems plate glazing water gas and
other installations fire fighting equipment and all other
machinery and Landlord's fixtures and fittings in the Demised
Premises and exclusively serving the same and all sewers
drains channels watercourses gutters rainwater and soil pipes
and cables and supply lines exclusively serving the same
(damage by any of the insured risks save where the insurance
moneys shall be irrecovable in consequence of any act or
default of the Tenant or its agents licensees servants or
invitees or damage to the Tenant's trade fixtures fittings and
stock (if any) only excepted)
2.3.2 To keep the Demised Premises maintained to a good standard of
decorative order and properly clean and, as often as necessary
and at least once in every third year as to the exterior of
the Demised Premises and once in every fifth year as to the
interior of the Demised Premises and also in the last year of
the Term (but not twice in any period of 18 months), to
redecorate and treat the Demised Premises with appropriate
materials in a good and workmanlike manner (and during the
last year of the Term in a colour scheme and with materials
approved by the Landlord).
2.3.3 Without prejudice to the generality of the foregoing to clean
all glazing (both inside and outside and including frames) in
the Demised Premises as often as shall
5
reasonably be necessary but not less than once in every three
months
2.3.4 To clean the brickwork cladding and other finishes in a
workmanlike manner as often as shall reasonably be considered
necessary by the Landlord
2.3.5 Immediately preceding the determination of the Term (howsoever
determined) to thoroughly clean and scour the external and
internal parts of the Demised Premises and leave the same
clean and secure in every respect on the last day of the Term
2.3.6 To make good all damage caused to the Demised Premises and all
other parts of the Science Park (as defined in the First
Schedule hereto) by the Tenant its servants agents or
licensees or caused in the furtherance of theft and within one
month (or within twenty-four hours in case of emergency) after
service upon the Tenant by the Landlord of a notice in writing
specifying any repairs for which the Tenant is responsible and
necessary to be done to commence and thereafter proceed
diligently to complete the execution of such repairs and if
the Tenant shall fail so to do the Landlord may execute such
repairs and the cost thereof shall be a debt due from the
Tenant to the Landlord and be forthwith recoverable by action
and the Landlord's remedies for recovering rent in arrears
shall apply hereto
2.3.7 To pay to the Landlord forthwith upon written demand (and the
Landlord's remedies for recovering rent in arrears shall apply
hereto) the reasonable cost to the Landlord of inspecting
repairing maintaining renewing replacing any party walls
separating the Demised Premises from any adjoining premises in
case of failure by the Tenant to comply with its obligations
under Clause 2.3.1. of this Lease
2.3.8 To take all steps necessary to prevent the freezing of water
pipes in the Demised Premises
PROVIDED ALWAYS that the Tenant shall not be liable hereunder for latent
or inherent defects in the Demised Premises and PROVIDED FURTHER that in
complying with its obligations pursuant to this Clause 2 the Tenant
shall not be required to put the Demised Premises in any better state of
repair than the state evidenced by the Schedule of Condition annexed to
the Tenant's previous lease of the Demised Premises dated 23/rd/ May
1997, a copy of which is attached hereto, as amended by the letter a
copy of which is also attached, hereto from Messrs ▇▇ ▇▇▇▇▇▇▇ to Messrs
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ dated 30/th/ April 1997
2.4 Landlords discretion as to painting and repairs and of making
regulations
To abide by the decision of the Landlord or the Landlord=s Managing
Agent as to whether
6
and the time and manner in which any work ought to be done pursuant to
the covenants in sub-clause 2.3. of this Clause and to comply with
their reasonable directions in that behalf and as to the mode of
bringing telephone communication wires into the Demised Premises and to
abide by all reasonable regulations from time to time in force (written
details of which shall have first been given to the Tenant) relating to
the use of any parts of the Science Park which the Tenant is entitled
to use but which are not included in the Demised Premises the Landlord
being entitled to make and from time to time amend any such regulations
as it shall at its discretion think appropriate for the preservation of
the quality and character of the Science Park and the amenities thereof
and the wellbeing of its occupants (including but without limiting the
generality of the foregoing regulations restricting the use of the
Science Park but not the Demised Premises for such periods as the
Landlord shall deem reasonably necessary or expedient in the interests
of safety expedition of repairs or decorations or otherwise)
2.5 Restriction on effluent and rubbish
2.5.1 Not to discharge into the drains of the Landlord any effluent
other than storm water or into the sewers of the Landlord any
effluent other than sewerage water and soil otherwise than as
authorised by license issued by Anglian Water plc or Geodesys
Limited or other drainage authority for the time being having
jurisdiction in relation to the Science Park and strictly in
compliance with all conditions regulations and requirements
attaching to such license PROVIDED THAT the Tenant shall at
all times indemnify the Landlord in relation to any liability
for contamination or other costs, claims or damage whatsoever
or howsoever arising from and directly attributable to such
discharge and not to wash down vehicles of any type on any
part of the Science Park
2.5.2 To supply to the Landlord within 7 days of a request therefor
a copy of any license obtained by the Tenant pursuant to Sub-
Clause 2.5.1. above.
2.5.3 Not to form any refuse dump or rubbish or scrap heap on
the Demised Premises or in any yard passageway staircase or
balcony adjacent thereto but to remove as frequently as
reasonably necessary all refuse rubbish and scrap and all used
tins cans boxes and other containers which may have
accumulated on the Demised Premises and to use the refuse
disposal receptacles (if any) provided by the Landlord and to
keep the Demised Premises generally free from weeds deposit of
materials or refuse and clean and tidy and not to bring or
keep or suffer to be brought or kept upon the Demised Premises
or on any part of the Science Park anything which is or may
become untidy unclean unsightly or in any way detrimental to
the amenity of the neighborhood and within two working days to
comply with the requirements of any written notice from the
Landlord to restore any amenity injured as aforesaid and in
the event of the Tenant failing to comply with such notice the
Landlord shall be entitled to enter upon the Demised Premises
or elsewhere on the Science Park and carry out any works
necessary to
7
comply with such notice and to recover the reasonable cost
thereof from the Tenant which shall at the option of the
Landlord be recoverable from the Tenant as rent in arrear
2.6 To permit entry for inspection
2.6.1 To permit the Landlord or the Landlord's Managing Agents
or such workmen as may be authorised in writing by them
respectively at all reasonable times within forty-eight hours
of notice in writing from the Landlord to the Tenant (except
in case of emergency when no notice shall be required) to
enter the Demised Premises and take a plan and examine the
state of repair and condition of the same and to keep
inventories of the fixtures and things to be surrendered at
the expiry of this Lease and within one calendar month or
sooner if requisite after notice in writing to the Tenant of
all defects and wants of reparation for which the Tenant is
liable under the covenants on his part herein contained found
on such examination shall have been given or left at the
Demised Premises to proceed diligently to repair and make good
the same according to such notice and the covenants and
conditions and in accordance with the requirements of the
Landlord or the Landlord=s Managing Agents and in case the
Tenant shall make default in so doing within one month of the
service of such notice (or within twenty-four hours in case of
emergency in the opinion of the Landlord) it shall be lawful
for workmen and others to be employed by the Landlord to enter
upon the Demised Premises and repair and restore the same and
all costs and expenses incurred thereby and Value Added Tax
thereon (including Surveyor's and other professional fees)
shall on demand be paid by the Tenant to the Landlord and if
not so paid shall be recoverable by the Landlord as rent in
arrear
2.6.2 To permit the Landlord or its Agents or workmen at all
reasonable times within forty-eight hours of notice in writing
from the Landlord to the Tenant (except in case of emergency
when no notice shall be required) to enter upon the Demised
Premises for the purpose of executing repairs additions or
alterations painting and redecoration to or upon any adjoining
or neighbouring premises or for making repairing renewing or
connecting or cleansing any services belonging to or leading
from the same such persons causing as little inconvenience or
interruption to business as possible and making good to the
reasonable satisfaction of the Tenant all damage to the
Demised Premises thereby occasioned
2.6.3 The Tenant shall indemnify the Landlord from and against all
liability whatsoever including all actions proceedings costs
claims and demands brought or made against the Landlord under
or by virtue of the Defective Premises ▇▇▇ ▇▇▇▇ or any Act or
Acts for the time being amending or replacing the same or any
regulations or orders made thereunder in the event of the
Landlord exercising the right to enter the Demised Premises to
carry out any description of maintenance or repair thereof
under the power contained in sub-clause 2.6.1. of this sub-
clause
8
2.7 Restriction on Alterations
2.7.1 Not to make any structural alterations to the Demised Premises
or any part thereof nor to erect any new buildings or
extensions thereon and without prejudice to the generality of
the foregoing not to install any outlets for pipes wires cables
or flues through the walls doors or windows of the Demised
Premises (save as hereinafter contained) Provided always that
the cutting of one or more doors or similar openings in a wall
or walls separating the Demised Premises from any adjoining
premises occupied by the tenant shall not for the purposes of
this sub-clause be regarded as a structural alteration and
shall require the consent of the Landlord under Clause 2.7.2
2.7.2 Not without the previous consent in writing of the Landlord
such consent not to be unreasonably withheld or delayed (and
then only in accordance with plans previously approved in
writing by the Landlord such approval not to be unreasonably
withheld or delayed and subject to conditions reasonably
imposed by and under the supervision and to the reasonable
satisfaction of the Landlord or its Surveyors or Architects) to
make any non-structural alterations or additions to the Demised
Premises (excepting the installation of or alterations to
internal demountable partitioning for which no consent will be
necessary) and if required by the Landlord to reinstate all
such approved alterations and modifications (including
demountable partitioning) at the end of the Term (or (if
earlier) in the case of works to create an opening in walls
separating the Demised Premises from adjoining premises
occupied by the Tenant the date on which the adjoining premises
cease to be occupied by the Tenant) to the reasonable
satisfaction of the Landlord or its Surveyor.
2.7.3 At the expiry of the Term (howsoever determined) (or (if
earlier) in the case of works to create an opening in walls
separating the Demised Premises from adjoining premises
occupied by the Tenant the date on which the adjoining premises
cease to be occupied by the Tenant) if and to the extent
required by the Landlord to remove all alterations or additions
made to the Demised Premises or any part by the Tenant or its
predecessors in title prior to the date of this lease pursuant
to any previous tenancy of the Demised Premises under which the
Tenant or any predecessor in title of the Tenant was permitted
to carry out alterations to the Demised Premises subject to a
liability to reinstate and where the Tenant or the predecessor
in title did not reinstate the alterations on the determination
of that tenancy and to restore and make good the Demised
Premises in a good and workmanlike manner to the condition and
design which existed before the alterations were made to the
reasonable satisfaction of the Landlord or its surveyor.
2.8 Not to affix heavy apparatus or exceed loads or overload services
9
2.8.1 Not to affix to the structure or any part of the Demised
Premises any heating apparatus ducting pipes or electric power
cables or any crane or hoist for the lifting or transport of
merchandise or other goods without the written permission of
the Landlord first obtained such permission not to be
unreasonably withheld or delayed such permission to be hereby
deemed and acknowledged in relation to any such apparatus pipes
cables crane or hoist affixed to the Demised Premises by the
Tenant prior to the date hereof pursuant to any previous lease.
2.8.2 Not to suspend or permit or suffer to be suspended any heavy
load from the ceilings or main structure of the Demised
Premises nor load or use or permit or suffer to be loaded or
used the floor or structure of the Demised Premises in any
manner which will in any way impose a weight or strain in
excess of that which such premises are constructed to bear with
due margin for safety or which will in any way strain or
interfere with the structural members thereof
2.8.3 Not to overload the services to the Demised Premises
2.8.4 To pay to the Landlord on demand all reasonable costs
reasonably incurred by the Landlord in obtaining the opinion of
a suitably qualified engineer as to whether the Tenant has been
in breach of this sub-clause 2.8 and the Landlord's remedies
for recovering rent in arrears shall apply hereto
2.9 Not to avoid insurance
2.9.1 Not to do or permit or suffer to be done anything (save that
the permitted use from time to time shall not be deemed to be a
breach of this covenant) whereby the policy or policies of
insurance of the Demised Premises and/or the adjoining or
neighbouring premises of the Landlord may become void or
voidable and to comply with all reasonable recommendations and
requirements of the insurers as to fire precautions relating to
the Demised Premises
2.9.2 To pay to the Landlord on demand any increased premium which
the Landlord may be reasonably required to pay under any
insurance policy in respect of the Demised Premises or any
other property of the Landlord arising from the user as
hereinafter mentioned of the Demised Premises and all such
payment shall be added to the rent hereinbefore reserved and
shall be recoverable as rent
2.9.3 In the event of the Demised Premises or any part thereof being
destroyed or damaged by any of the insured risks and the
insurance moneys under any insurance against the same effected
thereon by the Landlord being wholly or partly irrecoverable by
reason solely or in part of any act or default of the Tenant or
its agents licensees servants or invitees then and in every
such case the Tenant will forthwith (in addition to the said
rent) pay to the Landlord the irrevocable
10
proportion of the cost of completely rebuilding and
reinstating the same
2.9.4 Not to effect any policy of insurance of its own in
respect of risks covered by the insurance effected by
the Landlord of the Demised Premises (and in default
any insurance money received by or payable to the
Tenant shall become the property of the Landlord)
2.10 Dangerous substances
2.10.1 Not to keep or permit or suffer to be kept on the
Demised Premises any material liquid or gas of a
dangerous combustible corrosive explosive flammable
radio-active or offensive nature otherwise than in
accordance with the provisions of any relevant Act or
Acts of Parliament or regulations made thereunder or
issued by the Health and Safety Executive or any
other like statutory body for the time being in force
and after due notice to the Landlord and the insurers
of the Demised Premises and payment of every
increased or extra premium which ought properly to be
paid and in any event not to store in the Demised
Premises materials the keeping of which may
contravene any statute order or regulation or bye-law
2.10.2 If it shall be necessary for the Landlord or any
tenant of any unit adjoining the demised Premises to
carry out any work to such adjoining unit as a result
of the storage in the Demised Premises or any of the
substances mentioned in sub-clause 2.10.1 hereof then
the Tenant shall forthwith on demand pay to the
Landlord or such adjoining tenant the cost incurred
in carrying out such work as aforesaid
2.10.3 Within seven days of a request by the Landlord to
supply to the Landlord copies of any applications
made by the Tenant to any statutory or other
authority or body for consent to keep any of the
matters referred to in sub-clause 2.10.1 hereof on
the Demised Premises together with copies of any
licences issued pursuant to any such applications
2.11 Dealings with the lease
2.11.1 Not to transfer, mortgage, charge, hold on trust for
another, underlet or otherwise part with possession
of any part (as distinct from the whole) of the
Demised Premises or agree to do so.
2.11.2 Not to transfer, hold on trust for another, underlet
or otherwise part with possession of the whole of the
Demised Premises or agree to do so, except that the
Tenant may transfer or underlet the whole of the
Demised Premises if, before the transfer or
underletting is completed, the Tenant complies with
the conditions described in clause 2.11.3 or clause
2.11.4, as applicable.
11
(Assignment)
2.11.3 The conditions (which are specified for the purposes of section
19(1A) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and which operate
without prejudice to the Landlord's right to withhold consent
on any reasonable ground) applying to a transfer of the whole
of the Demised Premises are:
(A) that the Tenant enters into an authorised guarantee
agreement, as defined in section 16 of the Landlord and
Tenant (Covenants) ▇▇▇ ▇▇▇▇, with the Landlord in the
form of the draft set out in the Sixth Schedule hereto;
and
(B) that any guarantor of the Tenant's obligations
guarantees to the Landlord that the Tenant will comply
with the authorised guarantee agreement in a form which
the Landlord reasonably requires; and
(C) that, subject as provided in paragraph ((D)) and if the
Landlord so reasonably requires, the proposed assignee
procures one, but not both, of the following:
(1) covenants with the Landlord by an additional
guarantor or guarantors approved by the Landlord
(who shall act reasonably in giving its
approval), in terms having a form and content
reasonably required by the Landlord; or
(2) a deposit with the Landlord of an amount in
cleared funds equal to half of the then current
yearly rent first reserved by this lease and an
amount equal to VAT on that amount, on terms
which the Landlord reasonably requires; and
(D) if the proposed transfer is to a Group Company (which
expression shall have the meaning set out in Section 42
of the Landlord and Tenant Act 1954); and
(1) if the Tenant's obligations, or any of them, are
guaranteed by another Group Company, that such
Group Company covenants with the Landlord terms
having a form and content reasonably required by
the Landlord; or
(2) if the Tenant's obligations are not guaranteed by
another Group Company and if the transferee is
not, in the Landlord's reasonable opinion, of
equal financial standing to the Tenant, that the
proposed transferee procures covenants by a Group
Company other than the Tenant and the transferee
and which is, in the Landlord's reasonable
opinion, of equal financial standing to the
Tenant, in a
12
form which the Landlord reasonably requires; and
(3) whether or not paragraph (D)(1) or (2) applies,
if the Tenant's obligations, or any of them, are
secured by a security deposit, the proposed
transferee procures a deposit with the Landlord
of the amount and on terms described in paragraph
(C)(2); and
(E) that the Landlord's consent, which will be unreasonably
withheld, is obtained to, and within two months before,
the transfer.
(Underletting)
2.11.4 Not to underlet the whole of the Demised Premises except:
(A) to a person who has covenanted with the Landlord:
(1) to observe the Tenant's obligations in this Lease
(other than the payment of rents);
(2) not to transfer the whole of the Demised Premises
without the Landlord's consent (which shall not be
unreasonably withheld if the conditions which are
referred to in clause 2.11.3 are first satisfied);
and
(3) not to transfer part of the Demised Premises or to
underlet or otherwise part with possession or
share the occupation of the Demised Premises or
any part of them;
(B) by reserving as a yearly rent, without payment of a fine
or premium, an amount equal to their then open market
rack rental value such rent to be approved by the
Landlord (who shall not unreasonably withhold it) and to
be payable by equal quarterly instalments in advance on
the usual quarter days and by reserving, as additional
rents, amounts equal to and payable at the same times as
the other rents reserved by this lease;
(C) by a form of underlease (which does not express any sum
any be payable by reference to a percentage or
proportion of the rent or any other sum payable under
this lease, but which requires it to be payable and
assessed in accordance with the same principles as are
required by this lease) to be approved by the Landlord,
such approval not to be unreasonably withheld;
(D) by a form of underlease which requires:
(1) the principal rent reserved by it to be reviewed
upwards only at
13
each of those Review Dates which will occur during
the sub-term, in accordance with the same
principles which apply to rent reviews under this
lease;
(2) the underlessee to observe the Tenant's
obligations (other than the obligation to pay
rents under this lease) to the extent they relate
to the Demised Premises and containing:
(a) a condition for re-entry by the underlessor
on breach of any obligation by the
underlessee;
(b) a qualified covenant not to transfer the
whole of the Demised Premises (subject to
prior compliance with conditions as set out
in clause 2.11.3) and an unqualified
covenant not to transfer part of the Demised
Premises or to underlet or otherwise part
with possession or share the occupation of
the Demised Premises or any part of them;
(c) an agreement excluding sections 24 to 28
inclusive of the Landlord and ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ in relation to the underlease, pursuant
to an Order duly made under section 38(4) of
that Act; and
(E) with the Landlord's consent, issued within two months
before completion of the underletting, which consent
(subject to compliance with the foregoing conditions
precedent shall not be unreasonably withheld.
2.11.5 To enforce the observance by every underlessee of the
provisions of the underlease and not expressly or impliedly
to waive any breach of them, nor to vary the terms of any
underlease.
2.11.6 Not to agree any reviewed rent payable under an underlease
until the principal rent reserved by this Lease has been
reviewed and agreed in accordance with the provisions of the
Fourth Schedule hereto.
(Sharing occupation)
2.11.7 Not to share the occupation of the Demised Premises or any
part of them.
2.12 Notifying Landlord of dealings with the lease
2.12.1 Within ten working days after any disposition or devolution of
this lease, or of any estate or interest in or derived out of
it, to give the Landlord notice of the relevant transaction
with a certified copy of the relevant document, and to pay the
14
Landlord a fair and reasonable fee of not less than twenty
five pounds for registering each notice.
2.12.2 To notify the Landlord of particulars of the determination of
every rent review under any underlease of the Demised Premises
within fourteen days after the date of determination.
2.13 To pay costs of notices and consents and orders
2.13.1 To pay all proper and reasonable costs charges and expenses
(including Solicitors costs and Surveyors fees) incurred by
the Landlord in any proceedings under Sections 146 and 147 of
the Law of Property ▇▇▇ ▇▇▇▇ or any statutory provision
replacing the same notwithstanding that forfeiture is avoided
otherwise than by relief granted by the Court
2.13.2 To reimburse to the Landlord on demand all proper and
reasonable fees costs charges and expenses incurred or
suffered by the Landlord arising out of or in connection with
or incidental to any application or request by the Tenant in
connection with the Demised Premises or any provisions of this
Lease whether or not the same shall be proceeded with by the
Tenant or shall be granted subject to conditions or arising
out of or in connection with any steps in connection with the
preparation and service of a Schedule of Dilapidations during
or within ninety days after the expiry of sooner determination
of the Term or within ninety days after the Tenant vacates the
Demised Premises whichever shall be the later (but in relation
only to dilapidations occurring during the Term)
2.13.3 To pay all proper and reasonable legal costs and disbursements
incurred by the Landlord in the recovery of arrears of rent
and any other monies due hereunder from the Tenant to the
Landlord and proceedings in connection therewith
2.14 User
2.14.1 Subject to sub-clause 2.16 hereto to use the Demised Premises
for such use within Clause B1 of the Town and Country Planning
(Use Classes) Order 1987 as shall be first approved in writing
by the Landlord (such consent not to be unreasonably withheld
or delayed where the proposed use is compatible with uses on a
Science Park and does not conflict with good estate
management) and for no other purpose
2.14.2 Not to use the car parking spaces on the Science Park
allocated to the Tenant pursuant to the provisions of the
First Schedule otherwise than for parking private motor cars
of the Tenant its employees and visitors
2.15 Advertisements and signs
15
2.15.1 Not to affix or permit to be affixed or exhibited to or upon
any part of the exterior of the Demised Premises or on the
interior visible from the exterior any placard poster sign
notice or advertisement save those of a type size and in
positions approved in writing by the Landlord
2.15.2 At the end of the Term (howsoever determined) and if so
required by the Landlord to remove such placard poster sign or
advertisement from the Demised Premises and to make good to
the reasonable satisfaction fo the Landlord or its Surveyors
any damage caused to the Demised Premises by such removal
2.15.3 Always to display and maintain a suitable sign in a location
reasonably prescribed by the Landlord showing the name (or
trading name) of every permitted occupier of the Demised
Premises
2.16 To comply with statutory provisions
2.16.1 At all times during the Term to observe and comply in all
respects with the provisions and requirements of any and every
enactment (which expression in this covenant includes as well
any and every Act of Parliament already or hereafter to be
passed as any and every order regulation and bye-law already
or hereafter to be made under or in pursuance of any such Act)
so far as they relate to or affect the user of the Demised
Premises or any additions or improvements thereto or the user
thereof for the purpose of any manufacture process trade or
business or the employment therein of any person or persons or
any fixtures machinery plant or chattels for the time being
affixed thereto or being thereupon or used for the purposes
thereof and to execute all works and provide and maintain all
arrangements which by or under any enactment or by any
government department local authority or other public
authority or duly authorised officer or court of competent
jurisdiction acting under or in pursuance of any enactment are
or may be directed or required to be executed provided and
maintained at any time during the Term upon or in respect of
the user of the Demised Premises or any additions or
improvements thereto or in respect of any such user thereof or
employment therein of any person or persons for fixtures
machinery plant or chattels as aforesaid whether by the
Landlord or Tenant thereof and to indemnify the Landlord at
all times against all costs charges and expenses of or
incidental to the execution of any works or the provision or
maintenance of any arrangements so directed or required as
aforesaid and not at any time during the Term to do or omit or
suffer to be done or omitted on or about the Demised Premises
any act or thing by reason of which the Landlord may under any
enactment incur or have imposed upon him or become liable to
pay any penalty damages compensation costs charges or expenses
and to keep the Landlord effectually indemnified against all
such compensation damages penalties costs charges or expenses
2.16.2 At all times during the Term to comply in all respects with
the provisions and
16
requirements of any Town and Country Planning Act or Acts for
the time being in force and any regulations and orders made
thereunder and all licences consents permissions (to the
extent such permissions shall be implemented) and conditions
(if any) granted or imposed thereunder or under any enactment
repealed thereby so far as the same respectively relate to or
affect the Demised Premises or any part thereof or any
operations works act or things already or hereafter to be
carrier out executed or done or omitted thereon or the use
thereof for any purpose and before making any applications to
the Local Authority for planning permission or bye-law consent
to obtain the consent in writing of the Landlord (which
consent shall not be unreasonably withheld or delayed) to such
application and to provide the Landlord with copies of the
relevant application and accompanying drawings and on the
granting of such planning permission or bye-law consent to
supply copies thereof to the Landlord
2.16.3 Unless the Landlord shall otherwise direct to carry out before
the expiration or sooner determination of the Term any works
stipulated to be carried out to the Demised Premises by a date
subsequent to such expiration or sooner determination as a
condition of any planning permission which may have been
granted and acted upon by the Tenant during the Term
2.16.4 To give notice to the Landlord as soon as reasonably
practicable after receipt of the same of any notice order or
proposal for a notice or order served on the Tenant under any
legislation and if so reasonably required by the Landlord to
produce the same and at the request and cost of the Landlord
to make or join in making such objections or representations
in respect of any proposals as the Landlord may reasonably
require
2.16.5 At all times during the Term to comply with all requirements
from time to time of the appropriate authority in relation to
means of escape from the Demised Premises in case of fire and
at the expense of the Tenant to keep the Demised Premises
sufficiently supplied and equipped with fire fighting and
extinguishing apparatus and appliances of a type to be
approved from time to time by the relevant Fire Authority and
suitable in all respects to the type of user of or business
manufacture process or trade carried on upon the Demised
Premises which shall be open to the inspection of the Landlord
and also not to obstruct the access to or means of working
such apparatus and appliances by their operations at or
connected with the Demised Premises
2.17 Restriction on nuisance and auctions
2.17.1 Not to use the Demised Premises or any part thereof for any
immoral purpose or for any noisy noisome dangerous or
offensive trade business manufacture operation or occupation
provided that the permitted user from time to time shall be
deemed not to be in breach of this clause and also not to do
or permit to be
17
done thereon anything which may be or grow to the damage
nuisance disturbance or annoyance of the Landlord or the
occupiers of any adjoining or neighbouring premises or permit
any sale by auction to be held upon the Demised Premises or
any part thereof or permit the Demised Premises to be used for
residential purposes or as sleeping accommodation
2.17.2 To pay to the Landlord all proper and reasonable costs charges
and expenses which may properly and reasonably be incurred by
the Landlord in abating a nuisance caused by the Tenant or its
servants licensees or customers and executing all such works
as may be necessary for abating a nuisance in obedience to a
notice served by a local or public authority on the Landlord
or the Tenant in respect of the Demised Premises
2.17.3 Not at any time to permit any musical instrument gramaphone or
similar apparatus to be played or used on the Demised Premises
so as to be audible from outside the Demised Premises
2.17.4 Sound insulation
To comply in all respects with any scheme or requirement which
may be imposed by the Local Planning Authority in connection
with the sound insulation of all plant and machinery
2.17.5 Restriction on noise
Without prejudice to the preceding provisions of this Clause
2.17 hereof to ensure that the noise from operations conducted
on the Demised Premises shall not exceed
40 db (A) between 08.00 hours and 18.00 hours
35 db (A) between 18.00 hours and 22.00 hours
and
30 db (A) between 22.00 hours and 08.00 hours
all as measured on the boundary of the Science Park
2.18 To yield up
On the expiration or sooner determination of the Term peaceably to
yield up to the Landlord the Demised Premises in a good and tenantable
state of repair and condition and decoration in accordance with the
covenants by the Tenant herein contained together with
18
all additions and improvements thereto and the keys and all Landlord's
fixtures and fittings of every kind now in or upon the Demised Premises
or which during the Term may be affixed or fastened to or upon the same
all of which shall be at the expiration or sooner determination of the
Term left complete with all parts and appurtenances thereof and in
proper working order and condition PROVIDED ALWAYS that the foregoing
covenants shall not apply to any articles held by the Tenant on hire
nor to the Tenant's fixtures and fittings and to make good any damage
caused to the Demised Premises by the removal of tenants and trade
fixtures and fittings AND PROVIDED FURTHER that if so required by the
Landlord the Tenant will remove from the Demised Premises such of the
Tenant's fixtures and fittings as are then installed in the Demised
Premises as the Landlord shall specify to be removed making good all
damage caused thereby to the Landlord's satisfaction and reinstating
the Demised Premises to their original condition PROVIDED FURTHER that
the Tenant may from time to time (but only with the previous consent of
the Landlord) substitute for any of the Landlord's fixtures and
fittings other fixtures and fittings of at least as good a kind and
quality as the Landlord's fixtures and fittings and not less suitable
in character
2.19 Indemnity of the Landlord
To indemnify and keep indemnified the Landlord from and against
liability for all loss damage actions proceedings claims demands costs
damages and expenses of whatever nature in respect of any injury to or
the death of any person or damage to any property movable or immovable
or in respect of the infringement disturbance or destruction of any
right of easement or privilege or otherwise by reason of or arising in
any way directly or indirectly out of:
2.19.1 the state of repair or condition of the Demised Premises
insofar as the Tenant is liable for such state or condition
under the covenants herein contained
2.19.2 the act omission or default of the Tenant its agents employees
customers invitees or visitors whilst on or about the Science
Park of the Demised Premises
2.19.3 the construction or existence of any extensions of or
alterations to the Demised Premises carried out by or on
behalf of the Tenant
2.19.4 the user of the Demised Premises and other areas of the
Science Park by the Tenant or its agents employees invitees or
visitors
2.19.5 anything now or hereafter attached to or on the Demised
Premises or the Science Park by or on behalf of the Tenant
2.20 Not to obstruct
2.20.1 Not to expose or place or permit or suffer to be exposed or
placed any goods
19
articles or things whatsoever outside the Demised Premises or
upon any part of the Science Park and to keep the same free
from obstruction of any kind
2.20.2 Not to stop up darken or obstruct any windows or lights or
ventilators belonging to the Landlord or to other tenants of
the Landlord or to tenants of other units on the Science Park
or other property adjoining the Demised Premises and not to
stop up cover or obstruct access to any services on the
Science Park or to any fire escapes and not to give to any
third party any acknowledgement that the Tenant enjoys the
access of light or air to any windows or openings in the
Demised Premises by the consent of such third party or to pay
any sum of money to or enter into agreement with such third
party for the purpose of inducing or binding him to abstain
from obstructing the access of light or air to any such
windows or lights or ventilators and in the event that any
such third party doing or threatening to do anything which
obstructs or would obstruct such access of light or air
forthwith in writing to notify the same to the Landlord
2.20.3 Prevention of acquisition of easements
Without prejudice to sub-clause 2.20.2 above not to permit or
suffer any owner of adjoining or neighbouring property to
acquire any rights of way light or air or other easements over
the Demised Premises but as soon as the Tenant becomes aware
thereof to inform the Landlord or the Landlord's Managing
Agents in writing of any act or thing which may result in the
acquisition of any right or privilege over the Demised
Premises (for the purpose of enabling the Landlord if it
thinks fit to do anything necessary for preventing the
acquisition of any such right or privilege and to permit the
Landlord and the Landlord's Managing Agents to enter and
examine the Demised Premises accordingly) and at the sole cost
of the Landlord to join with the Landlord in taking such steps
or action as may be reasonably required by the Landlord to
prevent any such right or privilege from being acquired
2.21 To notify Landlord of defects and damage
2.21.1 To notify the Landlord without delay upon becoming aware of
any "relevant defects" of which it is aware in the state of
the Demised Premises within the meaning of Section 4 of the
Defective Premises Act 1972 or any statutory modification or
re-enactment thereof and (without prejudice to the foregoing)
to give notice thereof as soon as reasonably practicable to
the Landlord of any notice or claim affecting the Demised
Premises
2.21.2 In the event of the Demised Premises being destroyed or
damaged to give notice thereof immediately to the Landlord or
the Landlord's Managing Agents stating the cause of such
destruction or damage if the Tenant can in fact determine the
cause
20
2.22 For sale or to let boards
To permit the Landlord and its surveyors workmen and agents at any time
during the Term for the purpose of selling or disposing of the
Landlord's reversionary interest or at any time within six calendar
months next before the expiration or sooner determination of the Term
for the purpose of re - letting the Demised Premises to enter upon the
Demised Premises and to affix and retain upon any suitable part thereof
(but not so as to block any door or window) a notice board for selling
or letting the same (with or without any other premises) as the case
may be and the Tenant will not remove or obscure the same and will at
all times throughout the Term permit all prospective purchasers or
tenants by order in writing of the Landlord or its agents to enter and
view the Demised Premises or any part thereof at reasonable hours in
the daytime by prior appointment without interruption
2.23 Covenants
To comply with those covenants and other matters affecting the Demised
Premises and not to interfere with those rights easements or other
matters (if any) affecting the Demised Premises as (in each case) are
contained or referred to in the documents referred to in the Fifth
Schedule.
3. THE LANDLORD HEREBY COVENANTS WITH THE TENANT AS FOLLOWS:
3.1 Quiet enjoyment
That the Tenant paying the rents hereby reserved and observing and
performing the several covenants and stipulations on its part herein
contained shall peaceably hold and enjoy the Demised Premises during
the Term without any interference of the Landlord or any person
rightfully claiming under or in trust for him or by title paramount
3.2 To insure
3.2.1 Subject to such limitations exclusions and excesses as are
required by the insurers normal terms of insurance to keep
insured at all times throughout the Term the Demised Premises
(with the Tenant's interest being noted upon the policy of
insurance if the insurers so permit) against loss or damage by
fire explosion lightning storm and tempest riot civil
commotion and aircraft and articles dropped therefrom and
(where appropriate) flooding impact by vehicle escape of water
from burst pipes or other water apparatus (and in time of war
against war risks under any statutory insurance scheme which
may be applicable to the Demised Premises) the cost of shoring
up demolition and site clearance and against such other risks
as the Landlord may from time to time reasonably require
together with surveyors and architect architects fees and
three years loss of rent (to include not only the
21
rent currently payable but having reasonable regard to
potential increases in the rent pursuant to the Fourth
Schedule and with any addition to the amount insured as the
Landlord may reasonably decide in respect of VAT) in some
insurance office of repute to a value equal to the full cost
of reinstatement thereof but not necessarily facsimile
reinstatement in accordance with local and statutory
requirements then current and against loss of or damage to
property or personal injury arising by reason of the condition
of the Demised Premises or any part thereof or any building
erected thereon or anything done therein and to make all
payments necessary for that purpose when the same shall
respectively become payable and unless the policy of insurance
shall be vitiated by act or default of the Tenant or its
agents licensees servants or invitees to cause all monies
received by virtue of any such insurance (save any monies
received in respect of loss of rent) to be forthwith laid out
in rebuilding and reinstating the Demised Premises in the
event of the Demised Premises being damaged or destroyed as
aforesaid unless the Landlord is unable having used its best
endeavours (which the Landlord agrees to do) to obtain
permission for such rebuilding or reinstatement of the Demised
Premises whereupon this demise shall forthwith be at an end
without prejudice to any right of action of the Landlord or
the Tenant in respect of any antecedent breach of covenant
Provided that the Tenant shall have no claim in respect of the
said insurance monies
3.2.2 Whenever reasonably so required by the Tenant to supply to the
Tenant sufficient details of such policy or policies of
insurance to enable the Tenant to comply with the terms and
conditions thereof together with evidence of payment of the
premium
3.3 To use all reasonable endeavours to do such of the things and to
provide such of the services specified in the Third Schedule hereto as
the Landlord or Landlord's Managing Agents from time to time shall deem
appropriate and to use its like endeavours to enforce the covenant to
contribute to the expenses referred to in the Third Schedule which are
contained in leases of other premises on the Science Park (as defined
in the First Schedule hereto)
3.4 Unless the Landlord reasonably considers it not to be in the interest
of other tenants on the Science Park (as defined as aforesaid) to use
reasonable endeavours at the Tenant's request to enforce the covenants
contained in leases of other premises on the Science Park (as so
defined) the Tenant indemnifying the Landlord against its expenses
properly incurred in so far as they are not recoverable under the
provisions of the other leases (or otherwise)
4. PROVIDED ALWAYS AND IT IS HEREBY AGREED AS FOLLOW:
4.1 Notwithstanding and without prejudice to any other remedies and powers
herein contained or otherwise available to the Landlord if the rents
reserved or any part thereof
22
shall be unpaid for twenty-one days after becoming payable whether
formally demanded or not or if any covenant on the Tenant's part
or condition contained in this Lease shall not be performed or observed
or if the Tenant for the time being (being a company) shall enter into
liquidation whether compulsory or voluntary (save for the purpose of
reconstruction or amalgamation whilst solvent) or pass a resolution for
winding up (save as aforesaid) or suffer an administrator or an
administrative receiver to be appointed or being an individual or being
more than one individual any one of them shall have a receiving order
made against him or become bankrupt or if the Tenant (or if there shall
be more than one Tenant any of them) shall enter into composition with
their or his creditors or suffer any distress or execution to be levied
on their or his goods then and in any such case it shall be lawful for
the Landlord at any time thereafter to re-enter upon the Demised
Premises or any part thereof in the name of the whole and thereupon
this demise shall absolutely determine but without prejudice to any
right of action or remedy of the Landlord in respect of any breach non-
observance or non-performance of any of the Tenant's covenants or any
conditions herein contained
4.2 Notices
Any notice under this Lease shall be in writing and shall be deemed
well served if posted to the Registered Office of the recipient or if
an individual at his last known address or in the case of the service
on the Tenant at the Demised Premises by first class post recorded
delivery in which case the date of service shall be the day following
the date of posting
4.3 Waiver
No demand for or acceptance of or receipt for rent by the Landlord
after knowledge or notice received by the Landlord or his agents of any
breach of any of the Tenant's covenants hereunder shall be or operate
as a waiver wholly or partially of any such breach but any such breach
shall for all purposes of these presents be a containing breach of
covenant so long as such breach shall be subsisting and the Tenant
shall not be entitled to set up any such demand or acceptance of or
receipt for rent by the Landlord as a defence in any action or
proceeding by the Landlord
4.4 Representations
The Tenant hereby admits that the Demised Premises have been inspected
by it or on its behalf and the Tenant has entered into this Lease
solely on the basis of such inspection and upon the terms hereof and
not in reliance of any collateral contract warranty or representation
whether written oral or implied made by or on behalf of the Landlord
other than any made by the Landlord's Solicitors in reply to any
enquiries raided by the Tenant's Solicitors prior to the date hereof
4.5 Value Added Tax
23
For the avoidance of doubt it is hereby declared that where any party
has an obligation to make payment of any amount hereunder including
(without prejudice to the generality of the foregoing) the rents hereby
reserved and any Value Added Tax (or other like tax excise or custom or
other duty) becomes payable in respect of the supply of any goods or
services to which such amount relates or by reference to which in whole
or in part such amount is ascertained then the obligation shall extend
to and include the Value Added Tax (or other like tax as hereinbefore
mentioned) or the appropriate proportion thereof
4.6 Rent abatement
If the Demised Premises or any part thereof shall at any time during
the Term be destroyed or so damaged by fire or other insured risk as to
be unfit for occupation or use then and in any such case unless the
insurance of the Demised Premises shall have been forfeited or payment
of the said policy monies or any part thereof refused by or in
consequence of any act or default of the Tenant their licensees or
agents the rent hereby reserved (without prejudice to any monies owing
to the Landlord at the date of such damage or destruction) or a fair
and just proportion thereof according to the nature and extent of the
damage sustained shall from the date of such damage or destruction and
until the Demised Premises shall have been rebuilt or reinstated and
made fit for occupation or until the end of the period for which the
Landlord shall have initiated loss of rent insurance (whichever shall
first occur) be suspended and cease to be payable
4.7 Ending of the lease following major damage
If at any time the Demised Premises shall be destroyed or damaged and
shall not have been reinstated by the Landlord by the date on which the
insurance for loss of rent effected by the Landlord expires the Tenant
may at any time thereafter by notice in writing to the Landlord
determine this Lease and on the tenth working day following the service
of such notice this Lease shall determine but without prejudice to any
rights or remedies which may then have accrued in respect of any breach
of any of the covenants or provisions contained therein provided that
the Tenant may not determine this Lease if the Landlord had by the date
falling two years and 6 months from the date of destruction or damage
commenced and is diligently proceeding with the carrying out of works
to replace the damaged or destroyed parts of the Demised Premises
4.8 Construction (Design and Management) Regulations 1994
4.8.1 In this clause:
(A) the expression "Regulations" means the Construction
(Design and Management) Regulations 1994 and any
expressions appearing in this clause which are defined
in the Regulations have the same meaning; and
(B) the expression "relevant work" means any construction
work which is undertaken by the Tenant or by a person
claiming under it pursuant to an
24
obligation or a right (whether or not requiring the
Landlord's consent) under this lease and for the
purposes of the Regulations the Tenant irrevocably
acknowledges that it, and not the Landlord, arranges the
design, carrying out and construction of relevant work.
4.8.2 The Tenant irrevocably acknowledges that it will be the only
client in respect of any relevant work.
4.8.3 Before any relevant work is commenced the Tenant shall make a
declaration in accordance with Regulation 4(4) and shall
forthwith serve it on the Executive and a copy of it on the
Landlord.
4.8.4 The Tenant shall comply with its obligations as client in
respect of any relevant work.
4.8.5 The Tenant shall promptly provide the Landlord with a complete
copy of the health and safety file for all relevant work and
(no later than the expiry of the Term) the original health and
safety file.
4.8.6 The provisions of this clause 4.9 shall apply notwithstanding
that any consent issued by the Landlord in respect of any
relevant work does not refer to the said provisions or to the
Regulations.
4.9 Restriction on acquisition of easements
The Tenant shall not by virtue of ths demise be deemed to have acquired
or be entitled to nor shall it during the Term acquire or become
entitled by any means whatever in respect of the Demised Premises to
any right of light or air nor any other easement from or over or
affecting any other land or premises now or at any time hereafter
belonging to the Landlord and not comprised in this demise save such as
is necessary for the carrying on of the Tenant's business in the
Demised Premises
4.10 Warranty
Nothing herein contained or implied shall be taken to be a covenant
warranty or representation by the Landlord that the Demised Premises
can lawfully be used for any particular purpose or that the Demised
Premises are fit for any purpose for which the Tenant may use them
4.11 Remedies for dilapidations in the state
If at the expiration or sooner determination of the Term the Demised
Premises are not in the state of repair and condition in which they
should be having regard to the Tenant's covenants herein contained the
Tenant shall (if so required by the Landlord) pay to the
25
Landlord on demand by way of liquidated damages:
4.11.1 such sum as shall be agreed between the parties and in default
of agreement as shall be certified by an independent chartered
surveyor to be appointed by the Landlord to represent in his
opinion:
(A) the cost of putting the Demised Premises into the state
of repair and condition in which they should be as
aforesaid and
(B) the rent that would have been payable under this Lease
if the Term had been extended for such period as is
reasonably necessary to put the Demised Premises into
the state of repair and condition in which they should
be as aforesaid and
4.11.2 the reasonable fees of the Landlord or its agents for the
preparation and service of a Schedule of Dilapidations and of
the said independent chartered surveyor for the preparation
and issue of the said certificate
4.12 Removal of Tenant's property
If at such time as the Tenant has vacated the Demised Premises after
the determination of the Term either by effluxion of time or otherwise
any property of the Tenant shall remain in or on the Demised Premises
and the Tenant shall fail to remove the same within twenty-eight days
after being requested by the Landlord so to do by a notice in that
behalf then and in such case the Landlord may as the agent of the
Tenant (and the Landlord is hereby appointed by the Tenant to act in
that behalf) sell such property and shall then hold the proceeds of
sale after deducting the reasonable costs and expenses of removal
storage and sale reasonably and properly incurred by it to the order of
the Tenant PROVIDED THAT the Tenant will indemnify the Landlord against
any liability incurred by it to any third party whose property shall
have been sold by the Landlord in the bona fide mistaken belief (which
shall be presumed unless the contrary be proved) that such property
belonged to the Tenant and was liable to be dealt with as such pursuant
to this sub-clause
4.13 Party Walls
All walls separating the Demised Premises from any adjoining premises
shall be party walls and shall be used and repaired and maintained as
such and all ceiling joists beams slabs floors and walls separating the
Demised Premises from any adjoining premises shall be party structures
and shall be used and repaired and maintained as such
4.14 No liability for injury etc
The Landlord shall not be responsible to the Tenant or its servants or
visitors for any
26
injury death damage destruction caused by natural or consequential loss
whether to person property or goods due directly or indirectly to any
act neglect or default of any other tenant or permitted occupier for
the time being of the Science Park or to the condition of the Demised
Premises or any of its appurtenances
4.15 Powers of Landlord's Managing Agents
The obligations of the Tenant under this Lease shall be enforceable in
case of default as well by the Landlord's Managing Agents in their own
name as by the Landlord
4.16 No compensation
If the Lease hereby granted is within Part II of the Landlord and
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ then subject to the provisions of sub-clause (2) of
Section 38 of that Act the Tenant shall not be entitled on quitting the
Demised Premises to any compensation under Section 37 of the same Act
or under any corresponding provision in any Act or under any
corresponding provision in any Act amending or replacing the same
4.17 Tenant's right to break
4.17.1 The Tenant may (subject to the provisions of this clause)
determine this lease as at 24/th/ December 2009 (the "Break
Date")
4.17.2 The Tenant shall give the Landlord written notice of its
intention to determine at least thirteen months before the
Break Date
4.17.3 If the Tenant duly serves a notice under this clause it shall
procure that vacant possession of the Demised Premises will be
available on the Break Date free of occupation by and of any
estate of interest vested in the Tenant or any third party and
this lease shall not determine as a result of any notice
served by the Tenant if it is in material breach of any of its
covenants contained in this lease (including those contained
in this clause) at the Break Date except to the extent if at
all the Landlord in its absolute discretion waives compliance
with any of them
4.17.4 If a notice is duly served and the requirements of paragraph
4.17.3 of this clause are first satisfied this lease shall
determine on the Break Date without prejudice to:
(A) any rights or remedies which may have accrued to either
party in respect of any breach of any of the covenants
or obligations contained in it including obligations
under this clause which shall continue to bind the
parties; and
(B) the continuing obligation of the parties to account to
one another on demand for any payment or allowance
apportioned up to the date of
27
determination as soon as reasonably possible thereafter
4.17.5 Time is of the essence of all dates and periods referred to in
this clause
4.18 Freedom to deal with Science Park
The Landlord may at any time or times hereafter convey demise or
otherwise deal with all or any of the Science Park (as defined in the
First Schedule hereto) free from all or any of the covenants and
conditions herein contained or subject to any other covenants
conditions or otherwise as the Landlord thinks fit
4.19 Overriding lease
If, during the Term, the Landlord grants a tenancy of the reversion
immediately expectant on the determination of this lease, whether
pursuant to section 19 Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇ or
otherwise, any obligation of the Tenant to obtain the consent of the
Landlord under this lease to any dealing shall be deemed to include a
further obligation also to obtain the consent of the lessor under such
tenancy to such a dealing.
4.20 Application of Landlord and Tenant (Covenants) ▇▇▇ ▇▇▇▇
This lease is a new tenancy for the purposes of the Landlord and Tenant
(Covenants) ▇▇▇ ▇▇▇▇.
4.21 Stamp duty certificate
It is hereby certified that there is no agreement for lease to which
this lease gives effect.
5. INTERPRETATION
In this lease:
5.1 The singular includes the plural and vice versa and one gender includes
both other genders.
5.2 Where a party comprises more than one person, obligations of that party
take effect as joint and several obligations.
5.3 An obligation by the Tenant not to do (or omit) any act or thing also
operates as an obligation not to permit or suffer it to be done (or
omitted) and to prevent (or as the case may be) to require it being
done.
5.4 References to:
28
(A) any clause or schedule are reference to the relevant
clause or schedule of this lease and any reference to a
sub-clause or paragraph is a reference to that sub-
clause or paragraph of the clause or schedule in which
the reference appears and headings shall not affect the
construction of this lease;
(B) any right of (or obligation to permit) the Landlord to
enter the Demised Premises shall also be construed as
entitling the Landlord to remain on the Demised
Premises, with or without equipment, and permitting
such right to be exercised by all persons authorised by
the Landlord;
(C) any consent or approval of the Landlord, or words to
similar effect mean a consent in writing signed by or
on behalf of the Landlord and given before the act
requiring consent or approval;
(D) the Demised Premises (except in clause 2.11) extend,
where the context permits, to any part of the Premises;
(E) a specific Enactment include every statutory
modification, consolidation and re-enactment and
statutory extension of it for the time being in force,
except in relation to the Town and Country Planning
(Use Classes) Order 1987, which shall be interpreted
exclusively by reference to the original provisions of
Statutory Instrument 1987 No 764 whether or not it may
have been revoked or modified;
(F) the last year of the Term includes the final year of
the Term if this lease determines otherwise than by
passing of time and references to the expiry of the
Term include that type of determination;
(G) Rents or other sums being due from the Tenant to the
Landlord mean that they are exclusive of any VAT.
IN WITNESS whereof the parties hereto have executed this instrument as their
Deed the day and year first before written in the presence of the persons
mentioned below
29
THE FIRST SCHEDULE
hereinbefore referred to
(Description of the Demised Premises)
ALL THAT piece or parcel of land shown for the purpose of identification edged
in red on Plan A annexed hereto together with all buildings and other structures
thereon and known as Unit B8 being part of the Melbourn Science and Business
Park shown for the purposes of identification edged in green on Plan B annexed
hereto (in this lease called the "Science Park" which expression shall mean the
whole of the Science Park or such part or parts thereof as shall for the time
being be vested in the Landlord) TOGETHER WITH (for the avoidance of doubt) the
roof and external walls thereof floor and screed and ceilings of the unit and
the joists and beams on which such floors are laid and where any floors are
concrete the screed on such floors together with any tiles laid thereon and the
foundations and the joists beams and slabs to which the ceilings and roof are
attached
TOGETHER ALSO WITH full and free right and liberty for the Tenant and where
applicable the Tenant's licensees employees and customers visiting the Demised
Premises and all other persons so authorised in common with the Landlord and the
occupiers of other parts of the Science Park having the right:
(i) with or without vehicles to pass and ▇▇▇▇▇▇ to and from the Demised
Premises or any part thereof and the public highway over and along such
roads as may from time to time during the Term be constructed upon the
Science Park but not at any time to park thereon and on foot to pass and
▇▇▇▇▇▇ to and from the Demised Premises or any part thereof from such
roads
(ii) upon reasonable notice being given to the Landlord to enter upon the
adjoining or neighbouring property of the Landlord where the same is
necessary for the purpose of complying with its covenants hereunder
making good all damage occasioned thereby
(iii) the free and uninterrupted passage and running of water soil electricity
gas and telephone and other services to and from the Demised Premises
through the sewers drains watercourses conduits pipes wires and cables
which are now or may hereafter during the Term be in under or over the
Demised Premises or the Science Park and the connecting with the main
water drainage electricity and sewage systems serving the Science Park
PROVIDED ALWAYS that no liability shall fall upon the Landlord for any
damage to the Tenant if there shall be any interruption or obstruction to
the roads or service areas or to the said systems caused by accident
flood tempest frost breakdown of any machinery acts of the Queen's forces
or of the Queen's enemies riot civil commotion operation of aircraft
hostile or friendly or force majeure or act of God or by any restrictions
or regulations of Her Majesty's Government or any strike or work to rule
or lockout of workmen whether in the employment of the Landlord or not or
any other circumstances
30
or occurrence beyond the Landlord's control
(iv) the right to use any refuse disposal receptacles provided by the
Landlord
(v) the exclusive right to use the nine car parking spaces coloured blue on
Plan A
(vi) the right of support and protection for the benefit of the Demised
Premises as is now enjoyed from the other units and other parts of the
Science Park
(vii) for the Tenant its servants and employees to use such of the
recreational areas and facilities forming part of the Science Park as
are available and suitable for use without obligation on the part of
the Landlord to provide the same on such terms and in accordance with
such regulations as the Landlord may from time to time prescribe
EXCEPT AND RESERVED unto the Landlord the full right and liberty for the
Landlord and its tenants of any adjoining premises of the Landlord on the
Science Park and where applicable their licensees employees and customers
visiting the said adjoining premises of the Landlord and all other persons so
authorised:
(i) to build and use any land adjoining or near to the Demised Premises and
to rebuild or alter any of the adjoining or neighbouring buildings
including the right to build on or into the walls of the Demised
Premises according to such plans whether as to height extent or
otherwise and in such manner as shall be approved by the Landlord or
its Surveyors notwithstanding any interference thereby occasioned to
the access of light or air to the Demised Premises which light and air
shall be deemed to be enjoyed by licence only Provided always that the
Demised Premises shall not be rendered unsuitable for the user
permitted under the provisions of this Lease
(ii) the free and uninterrupted passage and running of water soil
electricity gas and telephone services from and to other parts of the
Science Park through the sewers gutters drains channels watercourses
pipes conduits cables and wires which are now or may hereafter during
the term hereby granted be in under or over the Demised Premises
together with full liberty and power at all times (but on reasonable
notice except in case of emergency) for the Landlord with or without or
others together where necessary with appliances to enter upon the
Demised Premises to inspect maintain repair cleanse amend re-route
relay replace or renew the said services and the Demised Premises and
to install any additional services for the benefit of the Demised
Premises or the other buildings on the Science Park but causing as
little interference as possible with the operation of the Tenant
carried on by it on the Demised Premises doing no unnecessary damage by
the exercise of this right and forthwith making good any damage to the
Demised Premises thereby occasioned
(iii) the right of support and protection for the benefit of the other units
and all other parts of the Science Park as is now enjoyed or as will be
hereafter enjoyed from the Demised
31
Premises
(iv) the right of entry for the Landlord or the Landlord's Managing Agents
or others so authorised by them for the purposes of complying with any
of the Landlord's obligations hereunder or for the repair maintenance
or alteration of any adjoining premises of the Landlord
(v) the right for the Landlord and its tenants of other parts of the
Science Park to pass on foot only through the Demised Premises for the
purpose (in case of emergency only) of gaining access to any fire
escapes situate within the building of which the Demised Premises form
part
32
PLAN A
[MAP]
33
PLAN B
[MAP]
34
THE SECOND SCHEDULE hereto
(Landlord's fixtures and fittings)
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Science and Business Park
1 x Stelrad Ideal Elan wall mounted gas fired boiler
1 x Brefco fill and expansion unit
1 x Grundfoss U P 15 60 water pump
15 x Stelrad Accord hot water radiators
1 x Honeywell frost thermostat
17 x Surelux light fitting 1200 x 600 recessed with SAS louvres
2 x Surelux light fitting 600 x 600 recess with SAS louvres
12 x Surelux light fitting 1200 x 600 surface SAX LL 3436
2 x Surelux wall light/emergency light
1 x Surelux canopy light
1 x ▇▇▇▇▇▇▇▇▇ Cortege suspended ceiling mineral fibre board tile 600 x 600
x 15mm on ▇▇▇▇▇▇▇▇▇ Microlock 15 Exposed grid suspension system (ground
floor only)
1 x Channel Safety Systems Ltd 2 zone CH2 fire alarm panel with Bezzel
plate, three fire bells and two call points
1 x Santon wall mounted water heater
1 x Southway mini kitchen - Ref 100 AR
24 x Double power link sockets and trunking
2 x Twyford Galarie WC bowl and cistern
1 x Twyford Galarie wash hand basin and taps
1 x Twyford Sola wash hand basin and taps (disabled WC)
35
2 x Twyford support rails (disabled WC)
2 x Toilet roll holders
1 x Plate glass mirror 500 x 1100
1 x Plate glass mirror 400 x 1100
1 x MK 711 ▇▇▇▇▇▇ point and light
1 x Roof Unit Ltd model SDX Euro Flo extract fan and controller (kitchen)
1 x Roof Unit Ltd model "G" series twin extract fan and controller
(toilets)
1 x Bee Secure 9800 burglar alarm system (ground floor only)
36
THE THIRD SCHEDULE
(Services)
The Maintenance Charge shall include the following:
1. The cost of inspecting repairing maintaining renewing replacing
cleansing and keeping clean and tidy
1.1 any drains sewers or other services serving the Demised Premises or any
other buildings on the Science Park but excluding those within the
Demised Premises and exclusively serving the same
1.2 the fences walls gates and other boundary structures
1.3 the car park spaces
2. The cost of inspecting and maintaining the landscaped areas and ▇▇▇▇▇▇
on the Science Park
3. Without prejudice to paragraphs (1) and (2) of this Schedule the cost
of insurance repair maintenance rebuilding renewing making lighting
cleansing and decoration of any parts of the Science Park which in the
Landlord's or Landlord's Managing Agents' opinion benefit more than
one tenant but are not the specific responsibility of any one tenant
4. The payment by the Landlord of any rates water or other outgoings which
in the Landlord's or the Landlord's Managing Agents' reasonable opinion
benefit the Science Park or any part thereof and which do not fall to
be paid by any other tenant on the Science Park or by the Landlord in
respect of any unoccupied premises available for letting on the Science
Park
5. The employment of any staff (being reasonable in number) to perform
duties on the Science Park including periodical payments in respect of
National Health and Insurance Payments or similar or ancillary payments
required by statute to be made by the Landlord in respect of any such
staff and any reasonable benefits paid by the Landlord to any such
staff as a condition of employment
6. The carrying out of all works on the Science Park which are not the
specific responsibility of any one tenant and which shall be reasonably
necessary to comply with the doing of anything which the Landlord or
the Landlord's Managing Agents consider necessary or prudent to comply
with or to contest the incidence of any requirements under the ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ the Offices Shops and Railway Premises Act 1963 the Fire
Precautions ▇▇▇ ▇▇▇▇ the Town and Country Planning Acts 1971 to 1990
and the Health and Safety at Work ▇▇▇ ▇▇▇▇ and in any other legislation
or order or instrument deriving validity from
37
any of them and any Act or Acts for the time being in force amending or
replacing the same and any future legislation or order or instrument as
aforesaid of the like nature or effect
7. The provision repair maintenance and updating of sign boards for the
Science Park (excluding "to let" or "for sale" signs)
8. The payment of management and other professional fees and expenses
reasonably incurred by the Landlord from time to time by virtue of or
in relation to any matter provided for in this Lease and the employment
of any accountant solicitor surveyor or other professional person for
any purpose connected with the management of the Science Park and the
cost of a professional valuation (not more than once in any period of
twelve months) of the Science Park for insurance purposes
9. The enforcement of any regulations relating to the use of the Science
Park or any part thereof and the preparation and enforcement of any
other regulations which may be made by the Landlord or the Landlord's
Managing Agents to amend replace or extend the same
10. The provision repair maintenance and replacement of such vehicles
equipment plant tools and materials as the Landlord or the Landlord's
Managing Agents may reasonably consider necessary for the provision of
services or the repair improvement and maintenance of the Science Park
11. The provision maintenance and renewal of such other services facilities
or amenities or the carrying out of such works to the Science Park and
its appurtenances and the effecting of such insurances in respect of
third party and property owners' risks and otherwise as the Landlord or
the Landlord's Managing Agents shall from time to time reasonably
consider necessary or desirable for the use enjoyment or benefit of the
Tenant jointly with other tenants on the Science Park
12. (To the extent actually utilised by the Tenant) the cost of provision
of any refuse service and of providing and renewing any rubbish bins
and the periodical refuse collection charged to or undertaken by the
Landlord
13. The current rental value (if the premises hereinafter mentioned were
available for letting) from time to time (as certified by the
Landlord's surveyor or valuer by reference to other rentals payable for
units on the Science Park whose certificate shall be final and binding
upon the parties hereto) of premises on the Science Park provided for
use by the Landlord for the general management by the Landlord of the
Science Park and of premises for reception facilities or for any other
facility made available by the Landlord for the mutual use and benefit
of the Tenant and other tenants on the Science Park together with the
cost of heating and lighting all such premises whether or not the
Tenant shall make use of such facilities
38
14. The cost of borrowing any monies required to pay the cost of carrying
out the Landlord's obligations under this Lease
15. The sum or sums which the Landlord shall from time to time pay by way
of premium (including any increased premium payable by reason of any
act or omission of the Tenant) for keeping the Demised Premises insured
in accordance with the Landlord's obligation in that behalf contained
in Clause 3.2 hereof
39
THE FOURTH SCHEDULE
(Rent and rent review)
1. In this schedule the following expressions have the respective
specified meanings:
1.1 "Current Rent" means the amount of the yearly rent first reserved by
this lease payable immediately before the relevant Review Date;
1.2 "Review Date" means each of:
1.2.1 25th December in the years 2001, 2004 and 2007; and (if
applicable)
1.2.2 any date so stipulated by virtue of paragraph 6;
1.3 "Review Rent" means the yearly market rack rental value which might
reasonably be expected to be payable, following the expiry of any
period at the beginning of the term which might be negotiated in the
open market for the purposes of fitting out, during which no rent, or a
concessionary rent, is payable (and on the assumption that the lessee
has had the benefit of such rent free or concessionary rent period), if
the Demised Premises had been let in the open market by a willing
lessor to a willing lessee with vacant possession, on the relevant
Review Date, without fine or premium, for a term of ten years computed
from the relevant Review Date, and otherwise upon the provisions (save
as to the amount of the rent first reserved by this lease but including
the provisions for rent review at three-yearly intervals) contained in
this lease and on the assumption if not a fact that the said provisions
have been fully complied with and on the further assumptions that:
1.3.1 the Permitted Use and the Demised Premises comply with Planning
Law and every other Enactment and that the lessee may lawfully
implement and carry on the Permitted Use;
1.3.2 the Demised Premises have been fitted out and are fit for
immediate occupation and operation of the Permitted Use;
1.3.3 no work has been carried out to the Demised Premises which has
diminished their rental value;
1.3.4 in case the Demised Premises or the Science Park or any part of
it has been destroyed or damaged they have been fully restored,
but disregarding any effect on rent of:
(i) the fact that the Tenant or any underlessee or other occupier
or their respective
40
predecessors in title has been or is in occupation of the Demised
Premises;
(ii) any goodwill attached to the Demised Premises by the carrying on in
them of the business of the Tenant or any underlessee or their
respective predecessors in title or other occupier; and
(iii) (without prejudice to paragraphs 1.3.2 and 1.3.3) any works carried out
to the Demised Premises during the Term by the Tenant or any permitted
underlessee, in either case at its own expense in pursuance of a
license granted by the Landlord and otherwise than in pursuance of any
obligation to the Landlord and any other works carried out at the
Demised Premises by the Tenant under any previous tenancy whether or
not so licensed by the Landlord.
1.4 "Review Surveyor" means an independent chartered surveyor appointed
pursuant to paragraph 4.1 and if he is to be nominated by or on behalf
of the President of the Royal Institution of Chartered Surveyors, the
President shall be requested to nominate an independent chartered
surveyor having not less than ten years practice next before the date
of his appointment and recent substantial experience in the letting and
valuation of premises of a similar character and quality to those of
the Demised Premises and who is a partner or director of a firm or
company of surveyors having appropriate market and valuation knowledge
of such premises.
2. The yearly rent first reserved and payable under this lease for each
year of the Term until the first Review Date is as follows:-
(a) for the period commencing on 25th December 1998 and expiring on
24th December 1999 the sum of Twenty Six Thousand One Hundred
and Twenty Three Pounds (,26,123); and
(b) for the period commencing on 25th December 1999 until the first
Review Date the sum of Twenty Nine Thousand One Hundred Pounds
(,29,100)
3. The yearly rent first reserved and payable from each Review Date until
the next following Review Date or (in the case of the period commencing
on the last Review Date during the Term) until the expiry of the Term
shall be the higher of:
3.1 the Current Rent; and
3.2 the Review Rent.
4. If the Landlord and the Tenant shall not have agreed the Review Rent by
the date three months before the relevant Review Date it shall (without
prejudice to the ability of the Landlord and the Tenant to agree it at
any time) be assessed as follows:
41
4.1 the Review Surveyor shall (in the case of agreement about his
appointment) be appointed by the Landlord or the Tenant to assess the
Review Rent or (in the absence of agreement at any time about his
appointment) be nominated to assess the Review Rent by or on behalf of
the President for the time being of The Royal Institution of Chartered
Surveyors on the application of the Landlord or the Tenant;
4.2 the Review Surveyor shall act as an arbitrator and the arbitration
shall be conducted in accordance with the Arbitration ▇▇▇ ▇▇▇▇; and
shall be required:
4.2.1 to give written notice to the Landlord and the Tenant
inviting each of them to submit to him within such time
limits as he shall reasonably stipulate a proposal for the
Review Rent supported by any or all of:
(A) a statement of reasons;
(B) a professional rental valuation;
(D) information in respect of any other matters they
consider relevant; and (separately and later)
(E) submissions in respect of each other's statement of
reasons, valuation and other matters; and
4.2.2 upon written request from the Landlord or the Tenant to
assess the Review Rent with a hearing and not solely upon the
written submissions and other matters referred to at
paragraph 4.2.1 of this schedule 4; and
4.2.3 to give written notice to the Landlord and the Tenant if he
shall appoint a Solicitor or Counsel or expert to advise and
assist him on points of law and/or procedure and/or evidence
which notice shall include the name of the Solicitor or
Counsel or expert and details of their anticipated fees and
expenses and the Landlord or the Tenant shall notify the
Review Surveyor within a reasonable period if there is any
objection to such appointment or the level of such fees or
expenses and the Review Surveyor shall give reasonable
consideration to such representations.
4.3 if the Review Surveyor refuses to act, or is or becomes incapable of
acting or dies, the Landlord or the Tenant may apply to the President
for the appointment of another Review Surveyor.
5. If the Review Rent has not been agreed or assessed by the relevant
Review Date the Tenant shall:
5.1 continue to pay the Current Rent on account; and
42
5.2 pay the Landlord, within seven days after the agreement or assessment
of the Review Rent, any amount by which the Review Rent for the period
commencing on the relevant Review Date and ending on the quarter day
following the date of payment exceeds the Current Rent paid on account
for the same period, plus interest (but calculated at 2% per annum
above the Midland Bank Plc base lending rate then in force) for each
instalment of rent due on and after the relevant Review Date on the
difference between what would have been paid on that rent day had the
Review Rent been fixed and the amount paid on account (the interest
being payable from the date on which the instalment was due up to the
date of payment of the shortfall).
6. If any Enactment restricts the right to review rent or to recover an
increase in rent otherwise payable then, when the restriction is
released, the Landlord may, at any time within six months after the
date of release, give to the Tenant not less than one month's notice
requiring an additional rent review as the next following quarter day
which shall for the purposes of this lease be a Review Date.
7. As soon as possible after any increase in rent is agreed or determined
pursuant to this Fourth Schedule, a memorandum recording the increase
shall be signed on behalf of the Landlord and the Tenant respectively
and exchanged between them.
43
THE FIFTH SCHEDULE
(Covenants, etc.)
All rights easements quasi-easements privileges and other matters affecting the
Demised Premises as are referred to in the Property and Charges Registers of
Title No. CB 95837 so far as the same may be applicable to the Demised Premises.
44
SIXTH SCHEDULE
(Authorised Guarantee Agreement)
The Assignor agrees with the Landlord that from the Assignment during the period
that the Lease is vested in the Assignee:
1.1 the rent reserved by the Lease (whether or not ascertained as to
amount) and other sums payable by the Assignee shall be duly paid and
that all the tenant's obligations contained in the Lease shall be
performed and observed as required by the Lease and that if there is
any breach of the tenant's obligations the Assignor shall comply with
the obligations in respect of which the Assignee shall be in default
and shall on demand pay to the Landlord an amount equivalent to the
rents or other sums not paid and/or any loss damage costs charges
expenses or any other liability incurred or suffered by the Landlord as
a result of the breach and shall otherwise indemnify and hold harmless
the Landlord against all actions claims costs damages demands expenses
losses and proceedings arising from or incurred by the Landlord as a
result of such non-compliance;
1.2 if any liquidator or other person having power to do so disclaims the
Lease and if the Landlord by written notice served within three months
after the date of disclaimer (the "Relevant Trigger Event") requires
the Assignor to accept a lease of the Premises (for a term computed
from the date of the Relevant Trigger Event to the date on which the
Term (as defined in the Lease) would have expired by effluxion of time
and at the same rents and subject to the same covenants conditions and
provisions as are reserved by and contained in the Lease immediately
before the Relevant Trigger Event and with coincidental rent review
dates (as defined in the Lease) (the said new lease to take effect as
from the date of the Relevant Trigger Event) the Assignor shall
forthwith accept such lease accordingly and execute and deliver to the
Landlord a counterpart of it and indemnify the Landlord on demand
against the costs incurred on the grant of the new lease;
1.3 without prejudice to the rights of the Landlord against the Assignee
the Assignor shall be a principal debtor in respect of its obligations
under this clause and not merely a surety and accordingly the
Assignor's liability shall not be discharged by any act or thing by
which it would not have been discharged if the Assignor had been a
principal debtor;
1.4 the Assignor shall pay all charges (on a full indemnity basis)
reasonably incurred by the Landlord in enforcing the Assignor's
obligations under this deed.
2. The Landlord agreed with the Assignor that it will notify the Assignor
in writing within ten working days of receiving notice that the Lease
is no longer vested in the Assignee.
45
THE COMMON SEAL of SUN LIFE )
PENSIONS MANAGEMENT LIMITED )
was hereunto affixed in the presence of: )
[SEAL]
46
A SCHEDULE OF CONDITION
-----------------------
▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------------
Note:
-----
1. Where no reference or comment, the item concerned is to be assumed in
sound condition consistent with its age and the general construction
and condition of the building.
2. This Schedule has been prepared by ▇▇ ▇.▇. ▇▇▇▇ FRICS based on
inspection of the accommodation on 10th February 1997 at which time the
Unit was occupied by Wavedriver. It will not record any damage caused
or suffered between the date of inspection and commencement of the
Lease.
3. The purpose of this Schedule is to record the condition of the premises
at the commencement of the Lease so far as that Condition is relevant
to performance of the Tenant's repairing etc covenants in the Lease.
4. No tests have been applied to service installations or equipment.
GROUND FLOOR
------------
Walls
-----
Hairline vertical cracks beneath main window on courtyard elevation and
generally above windows running up into corner of sloping soffits on single
storey extension wall.
Plaster holed and marked in places where fixings made and removed.
Decorations
-----------
Generally lightly rubbed and soiled.
Skirtings
---------
Plastic coated metal conduit skirtings in most walls. No skirting otherwise.
Floor
-----
Blue grey fitted cord carpet. Generally worn and faded where exposed. Some
carpet joints show. Spot staining in places.
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Doors
-----
Surfaces lightly rub marked.
Windows
-------
UPVC surfaces need cleaning.
Partitions
----------
The semi-demountable partitioning to the corner office is in sound contribution
but surfaces are rub marked externally.
Boiler Room
-----------
Cracks visible in corners of brickwork and blockwork.
Kitchen
-------
Ceiling - 2 tiles water marked.
Walls - surfaces lightly rubbed generally but heavily at low level opposite
sink.
Wall tiles - grout slightly marked.
Worktops - lightly marked.
Cupboards - interior surfaces need cleaning.
WC's
----
Ceilings - 1 tile missing in Gents.
Horizontal hairline crack on wall plaster in Gents.
Decorations - light marking generally.
Wall tiling - grout soiled over handbasins.
Hall
----
Ceiling - 6 no. tiles slightly misplaced.
Decorations - slightly rubbed.
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Doors - slightly marked. Finger plate missing to front entrance door one side.
Floor - plastic tiles lightly scuffed and need cleaning.
Stairs/Landing
--------------
Stairs - plastic tile treads and nosings need cleaning.
Walls - hairline cracks at margin and old hairline cracks around Landing window
just visible.
Doors - lightly rubbed.
FIRST FLOOR
-----------
Ceiling
-------
Hairline cracks around light fittings in corridor.
Walls
-----
Extensive hairline cracking on window wall in corridor.
Hairline cracks in panel over wall to small meeting room in corridor.
Hairline cracks and some loose plaster in main conference room.
Ditto in recess to courtyard window in conference room and loose plaster on face
of main wall here.
Cracking at ceiling margins in conference room.
Internal partition walls in middle meeting room marked where display boards
fixed.
Hairline crack in the wall over window in middle meeting room.
Skirtings
---------
Stained pine skirtings in conference and meeting room except where plastic
casted metal conduit skirting fitted.
Floor
-----
Blue grey fitted cord carpet. Generally worn and faded where exposed. Some spot
marks.
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Doors
-----
Lightly rubbed in corridor and generally.
Windows
-------
UPVC surfaces need cleaning.
Partitions
----------
The partitions forming the main conference room, middle meeting room and small
meeting room are of permanent type, apparently formed in timber studwork with
plastered finishes. They are in sound general condition and incorporate some
lights with verticle blinds.
Miscellaneous
-------------
Note: Access to the small meeting room was not possible. It is assumed that its
condition is generally the same as that of the middle meeting room.
EXTERNALLY
----------
Windows
-------
UPVC frames and ▇▇▇▇▇ need cleaning off.
Walls
-----
Salt marked in places.
Roofs
-----
Lower section of roof stained by leaking overflow.
Signed: ....................................... ▇.▇. ▇▇▇▇ FRICS
for the Tenant
Signed:........................................ ▇.▇. ▇▇▇▇▇▇▇ ▇.▇▇. ARICS
for the Landlord
50
[▇ ▇ ▇▇▇▇▇▇▇ LETTERHEAD]
A D ▇▇▇▇▇▇▇ Esq Your Ref ADW/JC/CAT
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
DX No. 100701 ▇▇▇▇▇▇▇▇ Our Ref JMH/104930/NM1
30 April 1997
Dear ▇▇. ▇▇▇▇▇▇▇
Unit B6 B8 and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
Thank you for your letter of 28 April. I enclose the original lease relating to
Unit B2 for you to have stamped.
In response to your letter of 22 April, I would comment as follows:
1. The paragraph in the schedule of condition which relates to the floor
covering on the ground floor will not be incorporated due to your
clients fitting a new vinyl floor covering on the ground floor.
2. It is accepted that there will be fair wear and tear to the flooring
and therefore your clients repairing obligations in relation to this
flooring will be qualified accordingly.
Can you confirm that we can complete the leases on this basis, attaching a copy
of this letter to each of them.
I look forward to hearing from you.
Yours sincerely
▇▇▇▇▇ ▇▇▇▇▇▇
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