EXHIBIT 10.10
THIS GUARANTEE is made the 1 day of November 1997 BETWEEN (1) XXXXXXX XXXXXX
XXXXXXXX of The Old Rectory Holme Cambridgeshire and XXXXXXXX XXXXXXX care of
Reaads Medical Products Inc. 00000 Xxxxx Xxxxxx Xxxxxxxxxxx Xxxxxxxx 00000 XXX
("the Guarantors") and (2) XXXXXXXX XXXXXX XXXXXX of 00 Xxx Xxxx Xxxxx
Xxxxxxxxxxx Xxxxxxxxxxxx Xxxxxxxxxxxxxx and XXXX XXXXXXXXXXXX PIRMORAMED of 00
Xxxxxxx Xxx Xxxxxxxxxx Xxxxxxxxxxxx aforesaid ("the Landlord").
NOW THIS DEED WITNESSES as follows:
1. RECITALS
1.1 THE LEASE
By an Underlease ("the Underlease") dated the 26th day of
September 1995 and made between (1) the said GEOFFERRY XXXXXX
XXXXXX and XXXX XXXXXXXXXXXX XXXXXXXXXX ("The Landlord") (2)
XXXXX XXXXX XXXXX and XXXXXX XXXXXXXX XXXXX ("the Original
Tenant") the premises known as 00 Xxxxxxxx Xxxxxxxxxxxx ("xxx
Premises") were demised for a term of 6 years commencing on and
including 25th September 1995 ("the Term") subject to the rent
reserved by the Underlease and observance and performance of the
tenant's Covenants and the conditions contained in it.
1.2 DEVOLUTION OF TITLE
The reversion immediately expectant on the determination of the
Term remains vested in the Landlord and the unexpired residue of
the term is now vested in Reaads Bio-Medical Products (UK)
Limited ("the Tenant").
1.3 AGREEMENT TO ENTER INTO GUARANTEE
The Guarantors have agreed with the Landlord to enter into this
deed of guarantee as a condition of the Landlord's consent to
the assignment of the Underlease to the Tenant
2. INTERPRETATION
In this Deed:
2.1 the "Landlord" includes the person in whom the reversion
immediately expectant on the determination of the term is for
the time being vested
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2.2 the Original Tenant includes the successors in title of the
Original Tenant
2.3 the Underlease includes all or any Deeds and documents
supplemental to the Underlease whether or not expressed to be so
2.4 except in clause 3.2.3 the term includes any continuation or
extension of the Term and any holding over whether by statute at
common law or otherwise
2.5 the Covenant Commencement date means the date of this Deed
2.6 if any party comprises more than one person, the obligations of
that party are to be the joint and several obligations of those
persons
2.7 any reference to a clause without further designation is to be
construed as a reference to the clause of this Deed so numbered
and
2.8 words importing one gender import any other gender and words
importing the singular import the plural and vice versa.
3. THE GUARANTORS COVENANTS
3.1 NATURE AND DURATION
The Guarantors covenants with the Landlord are each given as
sole or principal debtor or covenanted with the Landlord for the
time being and with all his successors in title without the need
for any express assignment, so that the Guarantors obligations
to the Landlord will last from the Covenant Commencement Date
while the Tenant is bound by the Tenant covenants under the
Underlease
3.2 THE COVENANTS
The Guarantors jointly and severely covenant with the Landlord
to observe and perform the requirements of this Clause 3.2
3.2.1 PAYMENT AND PERFORMANCE
The Tenant must punctually pay the rents reserved by the
Underlease and observe and perform the covenants and
other terms of it, and if at any time during the
(residue of the) term the Tenant defaults in paying the
rents or in observing or performing any of the covenants
or other terms of Underlease then the Guarantor must pay
the rents and observe or perform the covenants or terms
in respect of which the Tenant is in default and make
good to the Landlord on demand, and indemnify the
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Landlord against, all liability, damage or loss, awards
of damages or compensation, penalties, costs,
disbursements and expenses resulting from such
non-payment, nonperformance or non-observance
notwithstanding
3.2.1.1 any time or indulgence granted by the Landlord
to the Tenant or any neglect or forbearance of
the Landlord in enforcing the payment of the
rents or the observance or performance of the
covenants or other terms of the Underlease or
any refusal by the Landlord to accept rent
tendered by or on behalf of the Tenant at a time
when the Landlord is entitled, or will after
service of a notice under the Law of Property
Xxx 0000 section 146 be entitled, to re-enter
the Premises
3.2.1.2 that the terms of the Underlease may have been
varied by agreement between the Landlord and the
Tenant (provided that no variation is to bind
the Guarantors to the extent that it is
materially prejudicial to him)
3.2.1.3 that the Tenant has surrendered part of the
Premises, in which event the liability of the
Guarantors under the Underlease is to continue
in respect of the part of the Premises not
surrendered after making any necessary
apportionments under the Law of Property Xxx
0000 section 140, and
3.2.1.4 anything else by which, but for this clause
3.2.1, the Guarantors would be released.
3.2.2 NEW UNDERLEASE FOLLOWING DISCLAIMER
If any trustee in bankruptcy or liquidator of the Tenant
disclaims the Underlease, the Guarantors must, if
required by notice served by the Landlord within 60 days
of the Landlord's becoming aware of the disclaimer, take
from the Landlord forthwith a Underlease of the Premises
for the residue of the Term as at the date of the
disclaimer, at the rent then payable under the
Underlease and subject to the same covenants and terms
as in the Underlease
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except that the Guarantors need not ensure that any
other person is made a party to that Underlease as
Guarantors-the new Underlease to commence on the date of
the disclaimer. The Guarantors must pay the costs of the
new Underlease and execute and deliver to the Landlord a
counterpart of it.
3.2.3 PAYMENTS FOLLOWING DISCLAIMER
If the Underlease is disclaimed and the Landlord does
not require the Guarantors to accept a new Underlease of
the premises in accordance with clause 3.2.2, the
Guarantors must pay to the Landlord on demand an amount
equal to the difference between any money received by
the Landlord for the use or occupation of the Premises
and the rents reserved by the Underlease for the period
commencing with the date of the disclaimer and ending on
whichever is the earlier of the date 6 months after the
disclaimer, the date, if any, on which the Premises are
relet, and the end of the Term.
4. THE GUARANTORS FURTHER COVENANT
The Guarantors further covenant with the Landlord to pay to the Landlord
on demand, and indemnify the Landlord against, all costs, charges, fees,
disbursements and expenses, including those of professional advisers and
agents and including in each case VAT, incurred by the Landlord in
connection with this deed of guarantee
5. LANDLORD'S COVENANTS
The Landlord covenants with the Guarantors to serve on the Guarantors a
notice in the form prescribed by section 27 of the Landlord and Tenant
(Covenants) Xxx 0000 for service for the purposes of section 17 of that
Act for recovery of a fixed charge, varied as the circumstances require,
before taking any steps to recover from the Guarantors any sum agreed by
or awarded against the Tenants a result of any breach of covenant by the
Tenant, and agrees that service of such a notice within 6 months of the
agreement or award is to be a condition precedent to the Guarantors'
liability for such sums.
IN WITNESS whereof the parties hereto have hereunto set their hands and seals
the day and year first before written.
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Signed as a Deed by the said
XXXXXXX XXXXXX XXXXXXXX
in the presence of
Signed as a Deed by the said
XXXXXXXX XXXXXXX
in the presence of
Signed as a Deed by the said
XXXXXXXX XXXXXX XXXXXX
in the presence of
Signed as a Deed by the said
XXXX XXXXXXXXXXXX XXXXXXXXXX
in the presence of
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