EXHIBIT 10.9
DATED JULY 1,1998
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INTERNATIONAL CENTRE FOR LIFE (PROPERTY) LIMITED
to
APPLIED IMAGING INTERNATIONAL LIMITED
L E A S E
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relating to first floor premises within
Bio Science Centre comprising
part of the International Centre for Life
Newcastle upon Tyne in the County of Tyne and Wear
EVERSHEDS
Sun Alliance House 00 Xxxxxx Xxxxxx
Xxxxxxxxx xxxx Xxxx XX0 0XX
(XXX.XX : 31.03.1998)
THIS LEASE is made the day of 1998
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BETWEEN the Landlord (hereinafter called "the Landlord") specified in Schedule 1
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of the one part and the Tenant (hereinafter called "the Tenant") specified in
Schedule 2 of the other part
WITNESSETH as follows:
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1. In this Lease except as otherwise provided or where the context otherwise
requires:
"Accessways" all unadopted roads driveways service areas
forecourts paths entrances exits lifts
corridors lobbies landings stairways and
other accessways which form part of the
Centre at any time during the Term
"Advance Payments" the quarterly advance payments of Service
Charge payable by the Tenant under clause
7.4.1
"Authorised Person" anyone deriving title from the Tenant and
anyone at the Premises with the express or
implied authority of the Tenant or of such
person so deriving title
"Buyer's Works" the works carried out by the Tenant prior to
completion of the Lease and more
particularly described in the Agreement for
Lease between the Landlord (1) and the
Tenant (2)
"Cattle Market Car Park" the car parking area neighbouring the Centre
and known as the Cattle Market Car Park
"Cattle Market Parking Fee" ten thousand pounds ((Pounds)10,000.00) per
annum
"Centre" means the property known as the Bio Science
Centre forming part of the International
Centre for Life Newcastle upon Tyne
"Centre Parking Fee" the fee for parking two (2) cars or light
vehicles in the basement of the Centre to be
notified by the Landlord to the Tenant not
less than six (6) months before the fifth
anniversary of the commencement of the Term
"Common Parts" means those parts of the Centre not
comprised in any lease tenancy or licence of
the Centre and provided for common use of
the users of the Centre
"Expenditure" (1) the aggregate of all costs fees expenses
and outgoings incurred by the Landlord in
providing the Landlord's Services including
bank charges interest and VAT
(2) such sums as the Landlord in its
reasonable discretion considers reasonably
desirable to set aside from time to time for
the purpose of providing for periodically
recurring items of expenditure in connection
with the Landlord's Services whether
recurring at regular or irregular intervals
and
(3) such provisions for anticipated
expenditure in connection with the
Landlord's Services as the Landlord in its
reasonable discretion considers fair and
reasonable in the circumstances
"Financial Year" the annual accounting period beginning on 1
January in each year or on such alternative
date as the Landlord may at any time
stipulate
"Independent Surveyor" an independent chartered surveyor who has
practised in the United Kingdom for at least
the previous five years and who has recent
substantial experience of the letting and
valuation of premises of similar character
quality and general location to the Premises
and who is appointed as prescribed in clause
8.5.2
"Insurance Rent" the amount attributable to the Premises
(conclusively determined by the Landlord
acting reasonably) which the Landlord from
time to time incurs or expends in insuring
the Centre in accordance with its covenants
at clause 4.2
"Insured Risks" The insurance risks referred to at clause
4.3
"Landlord" includes the person from time to time
entitled to the reversion immediately
expectant on the determination of the term
hereby granted
"Landlord's Services" the services which the Landlord covenants to
provide in clause 7 and the services listed
in Schedule 2 which the Landlord may provide
in its absolute discretion
"Landlord's Surveyor" means such surveyor appointed by the
Landlord from time to time
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"Perpetuity Period" shall be the period of eighty years from the
date hereof and shall be the perpetuity
period applicable in this Lease
"Pipes" means pipes sewers drains mains ducts
conduits gutters watercourses wires cables
channels flues and other conducting media
and includes any fixings louvres cowls and
any other ancillary apparatus
"Planning Acts" means the Town and Country Planning Xxx 0000
the Planning (Listed Building and
Conservation Areas) Xxx 0000 the Planning
(Hazardous Substances) Xxx 0000 the Planning
(Consequential Provisions) Xxx 0000 and the
Planning and Compensation Xxx 0000 and any
Act or Acts for the time being, in force
amending or replacing the same and any
directions regulations plans permissions
consents licences or orders made thereunder
or under any enactment repealed thereby
"Permitted Part" such part or parts of the Premises as the
Landlord acting reasonably shall specify in
writing as being capable of being underlet
"Premises" means the premises hereby demised and
includes (without prejudice to the
generality of the foregoing) all additions
and improvements which during the Term may
be made to the Premises hereby demised and
all equipment plant machinery materials and
items (including the Landlord's fixtures and
fittings) which may at any time during the
Term be therein
"Permitted Hours" means between the hours of 8 .a.m. and 6
p.m. and such other times as shall be agreed
by the parties (acting reasonably) PROVIDED
THAT the Tenant shall reimburse the Landlord
its reasonable costs in respect of services
provided at such other times
"Prescribed Rate" means the rate of interest which is from
time to time 3% above the base rate for the
time being of Royal Bank of Scotland Plc or
in the event of the said base rate ceasing
to exist such other reasonable rate of
interest as the Landlord may from time to
time specify in writing
"Rent Commencement Date" means
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"Review Date" means
"Rent" means the rents reserved by Clause 2 hereof
or any sum substituted for the rent on Rent
Review
"Service Charge" the Service Charge Proportion of the
Expenditure or such other proportion of the
Expenditure as the Landlord or the
Landlord's Surveyor may from time to time
acting reasonably determine to be fair and
reasonable in all circumstances Provided
That for the first five years of the Term
the annual Service Charge payable in respect
of the Premises shall not exceed
(Pounds)2.50 per square foot of the Premises
"Service Charge Proportion" means %
"Tenant" includes the persons deriving, title under
the Tenant hereinbefore named
"Term" means the term hereby created
"the 1954 Act" means the Landlord and Xxxxxx Xxx 0000 (as
amended)
"the 1995 Act" means the Landlord and Tenant (Covenants)
Xxx 0000
"Title Matters" means the matters affecting or relating to
the Landlord's reversionary interest
specified in Schedule 1
"VAT" means value added tax as defined by the
Value Added Tax Xxx 0000 and any new tax of
a similar nature
1.1 Where the expression "the Tenant" at any time comprises two or more
persons firms or companies the obligations of the Tenant shall be
construed as joint and several and the Landlord shall not be
prejudiced by any agreement bankruptcy composition dealing death
dissolution indulgence liquidation or security in relation to some one
or more of such persons firms or companies
1.2 Any reference to an Act of Parliament shall include any modification
extension or re-enactment thereof for the time being in force and
shall also include all instruments orders plans regulations
permissions and directions for the time being made issued or given
thereunder or deriving validity therefrom
1.3 Any reference to the masculine gender only shall include the feminine
and neuter genders and vice versa and any reference to the similar
shall include the plural and vice versa and any reference to persons
shall include corporations and vice versa
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2. In consideration of the rent and of the Tenant's covenants hereinafter
contained the Landlord hereby demises unto the Tenant ALL THAT the Premises
described in Schedule 1 TO HOLD the same unto the Tenant for the Term
specified in Schedule 1 YIELDING AND PAYING therefor yearly during the Term
on and with effect from the Rent Commencement Date to the Landlord:
2.1 the rent specified in Schedule 1 by equal quarterly payments in advance
on the usual quarter days in every year the first such payments or a
due proportion thereof being made on the Rent Commencement Date
2.2 Charge in accordance with the provisions of clause 7
2.3 on demand those costs which the Landlord incurs in insuring the
Premises in accordance with the provisions of clause 4
2.4 the Centre Parking Fee and the Cattle Market Parking Fee by equal
quarterly payments in advance on the usual quarter days in every year
the Centre Parking Fee only to be payable from the fifth anniversary
of the date hereof and the Cattle Market Parking Fee only to be
payable from the third anniversary of the date hereof
2.5 VAT at the standard rate for the time being in force upon such sums
3. The Tenant hereby covenants with the Landlord throughout the Term as
follows:-
3.1 To pay to the Landlord without any deduction or set-off:
3.1.1 the Rent Service Charge Centre Parking Fee Cattle Market Parking
Fee and Insurance Rent reserved in clause 2 at the times and in
the manner stated and
3.1.2 on demand all VAT properly chargeable on every VAT supply made
by the Landlord to the Tenant under this Lease
3.1.3 all other sums due from the Tenant under this Lease
3.2 Without prejudice to any other right remedy or power herein contained
or otherwise available to the Landlord if any rent or any other sum of
money payable to the Landlord or by the Tenant under these presents
shall have become due but remain unpaid for fourteen days after demand
to pay on demand to the Landlord (if the Landlord shall so require)
interest thereon at the Prescribed Rate from the date when the same
became due and until payment thereof (as well after as before any
judgement)
3.3 At the expense of the Tenant to insure forthwith and throughout the
term with an insurance office of repute against public liability claims
arising out of or as a result of
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its occupation of the Premises in the sum of at least
(Pounds)2,000,000.00 (two hundred thousand pounds) for any one incident
in any one year and the produce to the Landlord on demand such
insurance policy receipt proving payment of the premium for the
relevant period
3.4 From time to time and at all times during the Term to keep the Premises
in good and substantial repair condition and decoration and to decorate
the Premises in colours approved by the Landlord in every third year of
the Term and in the last year of the Term (whenever it ends) in a good
and workmanlike manner using good quality materials (damage by Insured
Risks excepted unless the insurance is vitiated by the Tenant) PROVIDED
THAT this Clause 3.4 shall be null and void to the extent that any want
of repair relates to a matter which would otherwise have given rise to
an actionable claim by the Tenant under the warranties described below)
in the event that the Tenant has not by the date hereof received from
Building Design Partnership Limited and Xxxx Xxxxx Construction Limited
in each case an enforceable deed of collateral warranty in favour of
the Tenant in terms no less onerous than the latest edition of the
British Property Federation standard form warranty for purchasers and
tenants (CoWa/P&T)
3.5 At the expiration or sooner determination of the Term quietly to yield
up the Premises in a good and tenantable repair and in a clean and tidy
condition in accordance in all respects with the covenants herein
contained
3.6 To indemnify and keep indemnified the Landlord from and against its
liability (if any) for injury (whether fatal or not) to persons
(including officers and employees of the Landlord) the infringement
disturbance or destruction by the Tenant or his agents or licensees of
any right easement or privilege and for damage to property (movable or
immovable) caused by or in any way arising out of the condition of the
Premises (other than the structure thereof) or any fixtures fittings
equipment machinery or chattels therein or the use and occupation of
the Premises during the Term or any fixtures fittings equipment
machinery and chattels therein or the act or default of the Tenant its
employees or visitors and from all proceedings costs claims and demands
of whatsoever nature in respect of any such liability or alleged
liability
3.7 Not to do anything or suffer anything to be done on the Premises which
would remove support from any adjoining land buildings or structures or
endanger such land buildings or structures in any way whatsoever
3.8 Not at any time during the Term without the consent in writing of the
Landlord
3.8.1 to make any alterations or additions whatsoever in or to the
Premises or any part thereof or cut maim injure or remove any of
the walls beams, columns or other structural parts thereof
provided that the Tenant may without the Landlord's prior
consent install internal demountable
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partitioning at the Premises provided that the Premises are re-
instated at the end or sooner determination of the Term to the
Landlord's reasonable satisfaction or
3.8.2 to make any alteration or addition to the electrical
installation or mechanical installation in the Premises save in
accordance with the regulations of the electricity supply or gas
supply authorities
3.9 To permit the Landlord or its agents with or without workmen and others
authorised by the Landlord at all reasonable times during the Term at
convenient hours in the day time upon reasonable prior written notice
(or at any time in an emergency without notice) as often as occasion
shall require to enter into and upon the Premises or any part thereof
for the purpose of carrying out any work to adjoining property of the
Landlord or for the purpose of connecting services necessary therefor
into the services in the Premises provided that the same shall not be
overloaded and also for the purpose of carrying, out any work required
in relation to the provisions of Schedule 2 the person or persons so
entering causing as little damage and inconvenience to the Tenant's
business and use as possible and making good all damage caused by the
exercise of such rights
3.10 To permit the Landlord or its agents with or without workmen and others
authorised by the Landlord at all reasonable times during the Term at
convenient hours in the day time upon reasonable prior written notice
(or at any time in an emergency without notice) as often as occasion
shall require to enter into and upon the Premises or any part thereof
for the purpose of taking inventories of the Landlord's fixtures and
fittings therein or of viewing and examining the state and condition of
the Premises and equipment and on notice in writing of any want of
cleansing or repair or decoration or defect in the order or condition
of the Premises or equipment for which the Tenant is liable hereunder
being given to the Tenant or left at or upon the Premises for the
Tenant by or on behalf of the Landlord to repair, cleanse, decorate,
amend, maintain and (where necessary) renew the same accordingly within
two months after the date of such notice and so that in case of default
by the Tenant the Landlord may carry out all necessary or proper
cleansing reparation decoration amendment maintenance and renewal
thereof and any money expended by the Landlord for that purpose shall
be repayable by the Tenant on demand and if not so repaid shall be
recoverable by the Landlord as rent in arrear
3.11 3.11.1 Not at anytime either to use or permit or suffer the Premises
nor any part thereof to be used for any illegal nor immoral
purpose nor the sale of ale, beer, wine or spiritous liquors
nor any noisy or offensive or dangerous trade or business nor
any sale by auction nor to do or permit or suffer to be done in
the Premises or any part thereof any act or thing, which may be
or grow to be in any way an annoyance disturbance or nuisance
or
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detrimental to the neighbourhood or to the adjoining or
neighbouring property or to the Landlord
3.11.2 Not at any time either to use or permit or suffer the Premises
nor any part thereof to be used for any testing or
experimentation on or involving animals and not to bring onto
or suffer or allow or permit to be kept on the Premises any
animal or animals
3.12 3.12.1 Subject to the Tenant obtaining all requisite consents under
the Planning Acts to use the Premises at all times for the
purpose specified in Schedule 1 and not at any time to use or
permit or suffer the Premises or any part thereof to be used
for any other purpose
3.12.2 To ensure that all waste and refuse of a specialist or toxic
nature is stored and disposed of safely and in accordance with
the reasonable requirements of the Landlord and with any
requirements of the local authority or other relevant authority
as to the storage collection and disposal of all such waste or
refuse
3.13 Not without the consent in writing of the Landlord to bring on to the
Premises any safe or other heavy object and not to take any goods upon
the Premises so as to cause any undue stress or strain to the floors
main girders or structure of the Centre in any manner whatsoever
3.14 Not to store any explosive or inflammable materials at the Premises
nor to allow any grit, noxious or offensive effluvia to be emitted
from the Premises or any part thereof nor to allow any oil grease or
other deleterious materials or substances to enter the Pipes
3.15 3.15.1 Not at any time during the Term to do or omit or permit or
suffer to be done or omitted anything on the Premises or any
part thereof the doing or omission of which shall be a
contravention of the Planning Acts and to indemnify the
Landlord against all actions proceedings, damages, penalties,
costs, charges, claims and demands in respect of such acts or
omissions or any of them
3.15.2 To give notice as soon as practicable to the Landlord of any
notice order or proposal for a notice or order served on the
Tenant under the Planning Acts and if so 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 proposal as the Landlord may
require
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3.15.3 To comply at the cost of the Tenant with any notice or order
served on the Tenant under the provisions of the Planning Acts
which relates to the Tenant's use of the Premises and to keep
the Landlord effectually indemnified against all actions,
proceedings, damages, penalties, costs charges and demands in
respect thereof
3.16 Not to place or affix any aerial signboard, fascia, placard, xxxx,
notice or other notification whatsoever to or upon the outside of the
Premises or in or upon the windows thereof without the prior written
consent of the Landlord (such consent not to be unreasonably withheld
or delayed)
3.17 Not to use the Common Parts except in accordance with any reasonable
rules or regulations which the Landlord shall impose in relation
thereto and without prejudice to the generality of the foregoing not to
obstruct any part or parts of the Common Parts nor store any materials
or refuse thereon nor allow any vehicles or machinery to be repaired or
maintained thereon
3.18 At all times during, the Term at the expense of the Tenant to do and
execute or cause to be done and executed all such works and to do all
such things as under or by virtue of any Act or Acts of Parliament now
or hereafter to be passed and orders by-laws rules and regulations
thereunder are or shall be directed or necessary to be done or executed
upon or in respect of the Premises or any part thereof by the owner
lessee tenant or occupier thereof and at all times to save harmless and
to keep indemnified the Landlord against all actions costs claims
demand costs expenses and liabilities in respect thereof and to pay all
costs charges and expenses properly incurred by the Landlord in abating
a nuisance or for remedying any other matter in connection with the
Premises in obedience to a notice served by a local or any other
authority
3.19 To inform the Landlord immediately of the receipt by the Tenant of any
bankruptcy notice or order or (as the case may be) any winding-up
petition in connection with any insolvency proceedings in which the
Tenant is involved
3.20 Within fourteen days of the receipt of notice of the same to give full
particulars to the Landlord of any permission notice order or proposal
for a notice or order made given or issued to the Tenant by any
government department local or public authority under or by virtue of
any statutory powers and if so required by the Landlord to produce such
permission notice order or proposal for a notice or order to the
Landlord and also without delay to take all reasonable or necessary
steps to comply with any such notice or order and at all times to save
harmless and to keep indemnified the Landlord and the Landlord's estate
and effects against all actions claims demands costs expenses and
liability in respect thereof and also at the request and cost of the
Landlord to make or join with the Landlord in making such objections or
representations against
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or in respect of any such notice order or proposal as aforesaid as the
Landlord shall deem expedient
3.21 To pay to the Landlord all reasonable and proper costs charges and
expenses including legal costs and charges payable to a surveyor
(together with (in any such case) any value added tax or similar tax
which may be chargeable thereon) which may be incurred by the Landlord
in or in contemplation of any application to the Landlord for any
consent pursuant to the covenants herein contained or relating to or in
contemplation of any proceedings relating to the Premises or any part
thereof under Section 146 or 147 of the Law of Property Xxx 0000
notwithstanding forfeiture is avoided otherwise than by relief granted
by the Court
3.22 Not to stop or darken or obstruct any windows or lights belonging to
the premises without the prior written consent of the Landlord provided
that the Tenant shall be entitled to darken 2 (two) windows in respect
of room in the east wing
3.23 By way of indemnity only to observe and perform the Title matters so
far as the same relate to or affect the Premises
3.24 3.24.1 not in relation to either the whole or to any part of the
Premises to hold the tenancy on trust to assign underlet part
with or share possession or occupation or to grant licences or
franchises to use and occupy except as expressly contemplated
in the following provisions of Clause 3.21
3.24.2 not to assign the whole of the Premises without having obtained
the Landlord's prior consent and for the purposes of s.19(1A)
of the Landlord and Xxxxxx Xxx 0000 and subject to the proviso
in Clause 3.24.3 the Landlord is entitled to refuse consent in
any of the circumstances specified in Clauses 3.24.4 and 3.24.5
and to impose any of the conditions specified in Clause 3.24.6
3.24.3 whether or not any of the specified circumstances have arisen
or any of the imposed conditions have been complied with the
Landlord shall be entitled to refuse consent or to impose any
further condition or conditions where it would be reasonable to
do so
3.24.4 the Landlord is entitled to refuse consent where the proposed
assignee or its proposed guarantor
(a) is a member of the same group of companies (within the
meaning of s.42(l) of the 0000 Xxx) as the person who is
the Tenant at the time of the application or
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(b) is a limited company which is not registered in the United
Kingdom or
(c) has or will have immunity from suit or legal process in
relation to any breach of any covenant or condition of
this Lease
3.24.5 the Landlord is entitled to refuse consent where in the
Landlords reasonable opinion
(a) the effect of the proposed assignment would be to diminish
the value of the Landlords reversionary interest in the
Premises or his interest in any Landlord's property
(b) either the use to which the assignee intends to put the
Premises or the trading profile of the assignee is either
unsuitable on grounds of good estate management or does
not comply with the Landlords policy of tenant mix
3.24.6 the Landlord is entitled as a condition of granting consent to
assign to require:
(a) that whether or not any further surety is required the
Tenant enters into an authorised guarantee of the
assignees liability under this Lease pursuant to s.16 of
the 1995 Act in such reasonable form as the Landlord shall
require including provisions requiring the former tenant
to take up a new lease in the event of disclaimer
(b) in addition to any authorised guarantee agreement for the
purposes of s.16 of the 1995 Act but only if this further
requirement is reasonable that one or more third party
guarantor approved by the Landlord (acting reasonably)
covenants with the Landlord
3.24.7 not to underlet the whole or a Permitted Part of the Premises,
without having, obtained the Landlord's prior consent which
consent will not be unreasonably withheld where the provisions
of Clauses 3.24.8 to 3.24.10 (inclusive) are first either
actually complied with or agreed to be complied with (as
appropriate)
3.24.8 in relation to every underlease:
(a) to procure that the undertenant covenants directly with
the Landlord to perform and observe the covenants and
conditions in this Lease (other than the covenant to pay
the Yearly Rent) so far as they relate to the underlet
premises
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(b) to obtain a guarantor or guarantors of the undertenant to
be approved by the Landlord who must covenant by deed with
the Landlord in such reasonable form as the Landlord shall
require including provisions requiring the former tenant
to take up a new Lease in the event of disclaimer
(c) to enforce observance of the provisions of the underlease
by every undertenant and not at any time to waive any
breach of the covenants or conditions on the part of the
undertenant
(d) to grant the underlease without any premium or other
consideration and at a rent which is approved by the
Landlord and which is no lower than the then open market
rent of the underlet premises or in the case of an
underletting of the whole at a rent equal to the higher of
the Rent then payable under this Lease and the then open
market rent of the Premises
3.24.9 any permitted underlease must be in a form approved by the
Landlord and must in addition provide that the undertenant
enters into an authorised guarantee agreement pursuant to s.16
of the 1995 Act on assignment of the underlease
3.24.10 in the case of the grant of an underlease of a Permitted Part
the Landlord may require the following as a pre-condition of
giving its consent
(a) that the underlease is excluded from the provisions of
ss.24 28 (inclusive) of the 1954 Act and that the Tenant
covenants to take all requisite steps to ensure that the
undertenant does not acquire protection of Part II of the
1954 Act
(b) that the underlease provides that the undertenant will pay
a fair proportion of the Insurance Rent and of the costs
and expenses incurred by the Tenant in maintaining
repairing and decorating and renewing the Premises such
proportion in each case to be determined by the
underlandlord (acting reasonably)
3.24.11 notwithstanding Clause 3.24.1, where the Tenant is a company
incorporated under the Companies Acts 1948 to 1985 the Tenant
may share occupation of the Premises with any other company
which is a member of the same group of companies as the Tenant
(within the meaning of s.42(l) of the 0000 Xxx) PROVIDED that
no tenancy is created or allowed to arise that the Tenant gives
the Landlord at least one months prior notice of such proposed
occupation and notifies the Landlord when the occupation ends
and that any such occupation ends immediately if the
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company ceases to be a member of the same group of companies as
the Tenant
4. The Landlord hereby covenants with the Tenant that
4.1 The Tenant paving the Rent and observing and performing the Tenant's
covenants herein contained shall and may peaceably hold and enjoy the
Premises during the Term without any interruption or disturbance from
or by the Landlord or any person lawfully claiming through under or in
trust for the Landlord
4.2 The Landlord will keep the Centre (including the Premises) (except any
plate glass and except any fixtures fittings and contents belonging to
the Tenant) insured with reputable insurers against the risks and for
the cover stated in clause 43 so far as cover is available at normal
insurance rates for the locality and subject to reasonable excesses and
exclusions
4.3 The Landlord's insurance will cover full rebuilding site clearance
professional fees, VAT and three years, loss of rent against the risks
of fire, lightning, explosion, earthquake, landslip, subsidence, riot,
civil commotion, aircraft, aerial devices, storm, flood water, theft,
impact by vehicles, malicious damage and third party liability and any
other risks reasonably required by the Landlord
4.4 On request (but not more than once in any 12 month period) the Landlord
will give to the Tenant particulars of the policy and evidence from the
insurer that it is in force
4.5 The Landlord will make good damage to the Premises and their means of
access caused by any Insured Risk as soon as possible after the
insurance money is paid to the Landlord
4.6 The Tenant will not do or omit anything, which would have the effect of
causing the insurance of the Centre to become void and the Tenant will
comply with all the insurer's reasonable requirements
4.7 The Landlord is not liable to reinstate any part of the Centre if the
insurance money is wholly or partly unpaid owing to the act or default
of the Tenant or persons under its control
4.8 If the Premises become unusable owing to damage caused by an Insured
Risk then unless the insurance money is wholly or partly unpaid owing
to the act or default of the Tenant or persons under its control the
Rent and Service Charge or a fair proportion of them are to be
suspended until the expiry of a period three years from the date of the
damage or until the Premises are fully restored (whichever is the
earlier)
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4.9 If because of the act or default of the Tenant or persons under its
control the insurance money is wholly or partly unpaid or if it appears
impractical or uneconomical to reinstate the Centre within the three
year period then the Landlord is entitled to terminate this Lease by
notice to the Tenant at any time before the end of that period and is
entitled to keep any insurance money
4.10 The Landlord shall ensure that the goods lift security access system
incorporates a mechanism which prevents unauthorised access to the
Premises
4.11 The Landlord shall affix to the Common Parts direction signage for the
benefit of the Tenant and any other users of the Premises
5. IT IS HEREBY AGREED AND DECLARED as follows:-
5.1 Nothing herein contained shall by implication of law or otherwise
operate to confer on the Tenant any easement rig t or privilege
whatsoever over or against the Premises or any adjoining or other
property belonging, to the Landlord which might restrict or
prejudicially affect the future rebuilding, alteration or development
of the Premises or such adjoining or other property nor shall the
Tenant be entitled to compensation for any damage or disturbance caused
by or suffered through any such rebuilding alteration or development
5.2 The Tenant may not less than six (6) months before the expiry of the
fifth anniversary of the Term or (if later) within one (1) month of the
Landlord advising the Tenant in writing of the Landlord's proposal for
the Rent to apply from the Review Date give notice to the Landlord of
its intention to determine this Lease on the later of the Review Date
and the date six (6) months after the giving of such notice on expiry
of which notice if the Tenant shall have throughout the Term up until
such date have reasonably observed and performed the covenants terms
and obligations on its part contained in this Lease the Term shall
thereupon determine but without prejudice to the rights of either party
against the other in respect of any antecedent breach of the terms
hereof
5.3 In the event of the Premises being damaged or destroyed for any reason
whatsoever the Landlord as an alternative to reinstatement shall be
entitled to determine this tenancy by one months written notice to the
Tenant
5.4 Except as herein expressly provided to the contrary all disputes or
differences which may arise touching the provisions hereof or the
operation or construction hereof or the rights or liabilities of the
Landlord and the Tenant shall be referred to arbitration by a single
arbitrator under the provisions of the Arbitration Xxx 0000 or any Act
amending or replacing the same
-14-
5.5 No receipt of rents or other payments paid by standing order or
otherwise inadvertently accepted by the Landlord or the Landlord's
personnel of any breach of any of the Tenant's covenants shall operate
as a waiver wholly or partially of such breach and the Tenant shall not
be entitled to set up such demand or receipt as a defence in any act or
proceeding by the Landlord
5.6 All rents and sums due from the Tenant hereunder shall be deemed to be
exclusive of Value Added Tax and the Landlord or other the person to
whom the Tenant is making payment shall be entitled to charge such
Value Added Tax on such rents and sums as may be required or be
permitted by law to be charged from time to time on production of a
valid VAT invoice addressed to the Tenant
5.7 Nothing contained in this Lease or done thereunder and no consents
given by the Landlord or any other person acting on behalf of the
Landlord hereunder shall affect the power of the Landlord in any other
capacity whatsoever (other than as a landowner) under or by virtue of
any public private or local act, order, instrument, regulation or bye-
law in operation from time to time nor relieve the Tenant from the
necessity of obtaining all such approvals or consents (in respect of
plans or otherwise) as may from time to time be requisite from the
Landlord in any such capacity as aforesaid under or by virtue of any
such act order instrument, regulation or bye-law in operation from time
to time notwithstanding that consent may have been given by the
Landlord hereunder
6. FORFEITURE
6.1 The Landlord is entitled to forfeit this Lease by entering any part of
the Premises whenever full payment of any of the sums reserved as rent
is overdue more than 14 days (whether or not formally demanded) and in
any of the circumstances specified in clause 6.2 but re-entry does not
prejudice any rights of the Landlord in respect of previous breaches of
covenant by the Tenant
6.2 The circumstances referred to in clause 6.1 are whenever the Tenant
6.2.1 is in breach of a material covenant or
6.2.2 ceases to carry on its business or suffers distress or execution
to be levied on its goods or
6.2.3 becomes insolvent or unable to pay its debts as they fall due or
6.2.4 enters into any deed or scheme of arrangement or composition
with its creditors or any application or proposal is made for a
voluntary arrangement in respect of it under the Insolvency Xxx
0000 or the Insolvent Partnerships Order 1994 or
-15-
6.2.5 (if an individual and if more than one any of them) is
adjudicated bankrupt or an interim receiver of his property is
appointed or he dies or
6.2.6 (if a company and if more than one any of them) has a receiver
or manager appointed (including an administrative receiver) or
goes into liquidation (unless the liquidation has the Landlord's
approval and is solely for the purpose of amalgamation or
reconstruction when solvent) or has an administration order made
in respect of it
7. SERVICE CHARGE
7.1 Landlord's covenant
The Landlord covenants with the Tenant that subject to the Tenant
paying the Service Charge the Landlord will keep the Common Parts and
the roof foundations structural parts and exterior of the Centre in
good and substantial repair and condition throughout the Term provided
that:
7.1.1 this covenant does not apply to any works or repairs which the
Tenant is liable to carry out under the provisions of this Lease
or which are necessary as a result of the default or neglect of
the Tenant
7.1.2 in supplying the Landlord's Services the Landlord may employ
managing, agents contractors or such other suitably qualified
persons as the Landlord may from time to time think fit and
whose proper and reasonable fees salaries charges and expenses
(including VAT) will form part of the Expenditure
7.2 Breakdown in Landlord's Services
7.2.1 The Landlord will not be liable for any injury to or loss or
damage suffered by the Tenant caused by:
7.2.1.1 any breakdown, absence, failure or insufficiency of any
of the Landlord's Services or
7.2.1.2 any defect in any of the Conduits or any boiler lift
machinery appliance or apparatus used in connection
with the provision of the Landlord's Services or
7.2.1.3 any defect in any part of the Centre unless either:-
7.2.1.4 the injury loss or damage is covered by and the
Landlord receives payment under a policy of insurance
effected by it in respect of that risk or
-16-
7.2.1.5 such injury loss or damage arises out of the wilful
neglect or refusal of the Landlord to comply with the
provisions of clause 7.2.2
provided to the extent that any such failure or
interruption could not readily have been prevented or
shortened by the exercise of proper care, attention,
diligence and skill by the Landlord or those
undertaking the services on behalf of the Landlord or
the Landlord uses and continues to use its reasonable
endeavours to restore the services in question
7.2.2 The Landlord will use all reasonable endeavours to remedy or
make good any breakdown absence failure insufficiency or defect
in the provision of the Landlord's services for which the
Landlord is responsible under this Lease within a reasonable
time after the Tenant notifies the Landlord in writing of such
matter but the Landlord will not be liable under this covenant:
7.2.2.1 for anything, which the Tenant covenants to repair or
make good under this Lease or
7.2.2.2 if the policy money due to the Landlord under any
relevant insurance policy effected by the Landlord in
respect of that matter has been wholly or partly
refused or withheld in consequence of some act, neglect
or default of the Tenant
7.3 Service Charge Accounts
As soon as convenient after the end of each Financial Year the
Landlord will prepare accounts certified by a properly qualified
accountant showing the Expenditure for that Financial Year and
containing a fair summary of the various items comprising the
Expenditure and a copy of such accounts will be supplied to the Tenant
7.4 Payment of Service Charge
7.4.1 The Tenant covenants with the Landlord that on each of the
usual quarter days in every year during, the Term the Tenant
will pay the Landlord such a sum in advance and on account of
the Service Charge for the Financial Year then current as the
Landlord may from time to time specify as being in its
reasonable discretion a fair and reasonable assessment of one
quarter of the likely Service Charge for that particular
Financial Year the first advance payment of which (apportioned
if necessary on a daily basis) will be made on the date of this
Lease
-17-
7.4.2 If the Service Charge for any Financial Year:
7.4.2.1 exceeds the Advance Payments for that Financial Year
the excess will be paid by the Tenant to the Landlord
on demand or
7.4.2.2 is less than the Advance Payments for that Financial
Year the overpayment will be credited to the Tenant
against the next quarterly payment of the Service
Charge
7.5 Omission of item of Expenditure in any Financial Year
If the Landlord does not seek to recover any sum expended or liability
incurred by it in connection with the Landlord's Services in any
Financial Year the Landlord may nevertheless in its reasonable
discretion recover such sum or liability in any subsequent Financial
Year
7.6 Variation of Landlord's Services
The Landlord may at its reasonable discretion withhold add to extend,
vary or make any alterations to any of the Landlord's Services from
time to time if the Landlord reasonably deems it desirable to do so
for the more efficient management security and operation of the Centre
or for the comfort of the tenants in the Centre
7.7 Variation of the Centre
If at any time during the Term the total property vested in the
Landlord which enjoys or is capable of enjoying the benefit of any of
the Landlord's Services is extended to Adjoining Premises or is
increased or decreased on a permanent basis the Service Charge
Proportion will be varied with immediate effect and the variation will
be determined reasonably by the Landlord's Surveyor (acting as an
expert and not as an arbitrator) and his decision will be final and
binding on the parties
7.8 End of the Term
The provisions of this clause will continue to apply notwithstanding
the end of the Term but only in respect of the period to the end of
the Term and the Service Charge for that Financial Year will be
apportioned for such period on a daily basis
7.9 Sinking Fund
7.9.1 in accordance with paragraph 14 of Schedule 2 a reasonable
provision (to be determined by the Landlord) may be made
towards the Landlord's anticipated expenditure during the Term
in respect of periodically recurring items whether recurring,
at regular or irregular intervals and such of the Landlord's
services as relate to the renewal or replacement of the
-18-
items referred to provided that such reasonable provision in
relation to this sub-clause and paragraph 14 of Schedule 2
shall be determined on the assumption that the cost of
replacement of such items is calculated on such life expectancy
as the Landlord may reasonably determine and that each year the
Tenant will be required to pay a reasonable proportion toward
the anticipated costs of renewal or replacement to the intent
that a fund or funds be accumulated sufficient to cover the
cost of renewal or replacement by the end of the anticipated
life of each such item
7.9.2 any expenditure by the Landlord in respect of a recurring item
referred to in this sub-clause or pursuant to paragraph 14 of
Schedule 2 in connection with the renewal or replacement of an
item referred to where either
(a) a fund has been established in connection with such
recurring item or the renewal or replacement of that item
("the Specific Fund")
(b) a part of a fund ("the General Fund") has been allocated
by the Landlord for such recurring, item or the renewal or
replacement of that item shall first be met out of the
Specific Fund or as appropriate out of the General Fund to
the extent of the credit allocated for that item by the
Landlord in the General Fund
7.9.3 the General Fund statement shall indicate whether or not the
Landlord has established and is monitoring any fund or funds
pursuant to this paragraph and shall provide full details of any
such fund or funds
7.9.4 all sums received by the Landlord pursuant to this sub-clause
shall be credited to an account separate from the Landlord's own
money and shall be held by the Landlord upon trust during the
Term for the persons who from time to time shall be tenants of
the Centre to apply the same and any interest accruing, for the
purposes set out in this sub-clause and at the expiry of such
period any such sums unexpended shall be paid to the Tenant in
proportion to the area of the property occupied by them
8. RENT REVIEW
8.1 Requirement for Review
The amount of the Rent is to be reviewed on the Review Date and the
sum payable as the Rent on and following the Review Date will be the
greater of
8.1.1 the amount of the Rent immediately before such Review Date and
-19-
8.1.2 the best annual rent at which the Premises might reasonably be
expected to be let in the open market at the Review Date
ascertained as if to be let on the terms of the hypothetical
lease described in clause 8.2 and on the assumptions set out in
clause 8.3 but disregarding the matters set out in clause 8.4
("the open market rent")
8.2 The Hypothetical Lease
The hypothetical lease by reference to which each review of the Rent
is to take place is a lease
8.2.1 on the same terms as this Lease (including but not limited to
the review provisions and with review of rent on the same dates
as are specified in this Lease) except for the amount of the
Rent and for anything which is inconsistent with the express
assumptions and disregards set out in clauses 8.3 and 8.4 and
8.2.2 granted without any premium by a willing lessor to a willing
lessee with vacant possession and for whichever is longer of a
term equal to the residue of the Term unexpired at the Review
Date and a term of 10 years starting on the Review Date
8.3 Assumptions
The assumptions to be made in ascertaining the open market rent are
8.3.1 that no work has been carried out to the Premises which has
diminished their rental value
8.3.2 that the Premises are fit for immediate occupation and use with
all requisite services connected and available and that if the
Premises have been damaged or destroyed they have been fully
restored
8.3.3 that at the Review Date the Tenant has already had the benefit
of a rent free period for fitting out
8.3.4 that the covenants in this Lease have been fully performed and
observed
8.3.5 that the Premises are let as a whole or if the aggregate of
rents for such sublettings would produce a higher rental value
of the Premises that each separately lettable part of the
Premises is separately let
8.4 Matters to be disregarded
In assessing the open market rent the following are to be disregarded
-20-
8.4.1 any effect on rent of the fact that the Tenant or any
predecessors of the Tenant or any authorised underlessee of
either of them have been in occupation of the Premises
8.4.2 any goodwill attached to the Premises by reason of the carrying
on there of the Tenants business or that of any predecessors of
the Tenant or of any authorised underlessee of either of them
8.4.3 any increase in value attributable to tenant's fixtures and
fittings
8.4.4 subject to the assumptions at clause 8.3.2 arid 8.3.3 any
increase in rental value attributable to any improvement to the
Premises carried out with the Landlord's written permission by
the Tenant or any predecessors of the Tenant or any authorised
underlessee during the Term and the Buyer's Works except for any
improvement which has been carried out pursuant to an obligation
to the Landlord or its predecessors or which has been carried
out wholly or partly at the Landlords expense
8.5 Settlement of open market rent
8.5.1 the Landlord and the Tenant will endeavour to agree the open
market rent prior to the Review Date but if agreement has not
then been reached either party may at any time thereafter refer
the determination of the open market rent to the Independent
Surveyor
8.5.2 the appointment of the Independent Surveyor is to be made by
agreement between the parties but in default of agreement then
either party may request the President of the Royal Institution
of Chartered Surveyors to nominate or arrange the nomination of
the Independent Surveyor and the person so nominated is to be
appointed by the parties jointly but if for any reason notice of
his determination is not given within a reasonable period the
parties may appoint a replacement Independent Surveyor using the
procedures in this sub-clause
8.5.3 the Independent Surveyor is at the Landlords option to act as an
expert and the parties may make representations to him but he is
not bound to take them into account in reaching his decision
which (including his decision as to the payment of his costs) is
to be final and binding on the parties but if he fails to make a
decision as to payment of his costs they are to be shared
equally between the parties
-21-
8.6 Arrears of increased rent and interest
8.6.1 where and for so long, as settlement of any Rent Review remains
uncompleted the Rent will continue to be payable on and
following the Review Date at the rate applying immediately
before such Review Date
8.6.2 immediately after the parties have agreed the amount of the open
market rent or where the determination was referred to the
Independent Surveyor immediately after he has notified the
parties of his decision the Tenant will forthwith pay to the
Landlord the full amount of the difference (if any) between:
(a) the total of the sums in respect of the Rent actually paid
by the Tenant to the Landlord for the period starting on
the Review Date and ending, on the day before the quarter
day which immediately follows the date of such agreement or
notification and
(b) the total of the sums in respect of the Rent which would
have been payable in respect of that period had the
agreement or notification been made on or prior to such
Review Date
8.6.3 where any payment falls to be made by the Tenant to the Landlord
pursuant to clause 8.622 the Tenant will at the same time pay to
the Landlord interest at 3% below the Prescribed Rate on that
payment in respect of the period beginning on the day on which
each instalment was due and ending on the date of the payment
made by the Tenant under clause 8.6.2
8.7 Time not of the essence
Time is not to be of the essence of any of the Review Provisions
8.8 Memorandum
After the open market rent has been ascertained in respect of a Review
Date a memorandum signed by the Landlord and the Tenant recording the
amount of the Rent so ascertained is to be endorsed on or annexed to
this Lease and its counterpart (each party bearing its own costs)]
9. Having been authorised to do so by an Order of the Newcastle upon Tyne
County Court made on the day of , 199 under the provisions of
Section 38(4) of the Landlord and Tenant Act 19-54 (as amended by Section 5
of the Law of Property Act 1969) the parties hereto agree that the
provisions of Section 24-28 (inclusive) of that Act shall be excluded in
relation to the Lease hereby created
-22-
10. The parties hereto certify that this is a new tenancy under the 1995 Act
This document is executed as a deed on the date at the beginning of the
document
-23-
SCHEDULE 1
----------
The Landlord
------------
Name : International Centre for Life (Property) Limited
Company Number : 3261320
Registered Office : Xxxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxxxxx
xxxx Xxxx XX0 0XX
The Tenant
----------
Name : Applied Imaging International Limited
Company Number : 1984637
Registered Office : Xxxxxx Xxxx Xxxxxxxxxx Xxx Xxxxxxxxxx XX0 0XX
The Term
--------
10 years from 1998 subject to clause 5
The Rent
--------
(Pounds)119,372.56 per annum exclusive of VAT and of all rates and all other
outgoings whatsoever
Rent Commencement Date
----------------------
Permitted User
--------------
The manufacture of medical devices related equipment and test services together
with office use ancillary thereto
Title Matters
-------------
All rights easements covenants agreements and declarations exceptions
reservations and other matters contained or referred to in the Property and
Charges Registers of title number TY239836 so far as they subsist and are
capable of being enforced and relate to the Premises or the Centre
The Premises
------------
ALL THAT property being, part of the Centre and shown for the purposes of
identification only
-24-
8. The right to use any lifts in the Centre PROVIDED THAT the Tenant shall only
have the right to use the goods lift to access the first floor and the
basement
9. The right to use the meeting conference rooms at the Centre at a rent or
licence fee and on terms to be agreed between the Landlord and the Tenant
from time to time during the Term in the Centre and such other communal
facilities as are provided by the Landlord in the Centre for the common use
of the tenants of the International Centre for Life
10. The right to use the dedicated loading bays at the Centre
11. The right until the date immediately preceding the third anniversary of the
date hereof to park without charge twenty five (25) cars or light vehicles
in the spaces in the Cattle Market Car Park from time to time designated by
the Landlord and a right thereafter to park such vehicles in such spaces
until the date immediately preceding the fifth anniversary of the date
hereof subject to payment of the Cattle Market Parking Fee Provided That
such right to park in the Cattle Market Car Park shall be extended for a
period ending at the expiry or sooner determination of the Term (howsoever
determined) subject to prior agreement between the Landlord and the Tenant
of the fee payable for such right which shall be not less than the Cattle
Market Parking Fee
EXCEPT AND RESERVING to the Landlord and all persons authorised by the
Landlord or otherwise entitled the following rights:-
1. Full and free right to enter the Premises at all reasonable times after
reasonable notice (or at any tune in an emergency) with or without surveyors
agents workmen materials and appliances to exercise any of the rights
excepted reserved or contained in this Lease or to comply with any
obligation of the Landlord under this Lease or to carry out the Landlord's
Services the person or persons exercising such rights causing as little
inconvenience as reasonably practicable and making good all damage to the
Premises caused in the exercise of the rights but the Landlord will not be
liable to the Tenant in respect of any loss damage or claim arising from
noise, dust, vibration, noxious fumes, odours, loss of trade, nuisance or
annoyance caused to the Tenant or any other person in connection with the
exercise of those rights
2. Full right and liberty to build on alter add to redevelop or extend in
height or otherwise the Centre or any adjoining premises notwithstanding
that the access of light and air to the Premises and its lights windows and
openings may be affected
3. The free and uninterrupted use of the Conduits and the right to enter the
Premises at all reasonable times after reasonable notice (or at any time in
an emergency) to install make connection with clean alter renew remove
replace or inspect the Conduits or any of them as
-25-
the Landlord may require and during the Perpetuity Period to build
additional Conduits or relay any existing Conduits the person or persons
exercising such rights causing as little inconvenience as reasonably
practicable and making good all damage to the Premises caused in the
exercise of the rights but the Landlord will not be liable to the Tenant in
respect of any loss damage or claim arising from noise, dust, vibration,
noxious fumes, odours, loss of trade, nuisance or annoyance caused to the
Tenant or any other person in connection with the exercise of these rights
4. Full right and liberty to enter the Premises at all reasonable times after
reasonable notice as often as may be necessary to inspect repair maintain
cleanse decorate or renew the Centre or any adjoining premises (including
the right if necessary to erect and maintain scaffolding for the purpose of
repairing or cleaning the exterior of the Centre or any adjoining premises
notwithstanding that such scaffolding may temporarily interfere with the
access to or enjoyment and use of the Premises) the person or persons
exercising such rights causing, as little inconvenience as reasonably
practicable and making good all damage to the Premises caused in the
exercise of the rights but the Landlord will not be liable to the Tenant in
respect of any loss damage or claim arising from noise dust vibration
noxious fumes odours loss of trade nuisance or annoyance caused to the
Tenant or any other person in connection with the exercise of those rights
5. Full rights of lateral and subjacent support and protection from the
Premises for the remainder of the Centre and any adjoining premises
6. The right in emergency only to pass on foot through the Premises via any
fire escape door or Corridor leading through the Premises
7. Full rights of light and air and all other easements and rights now or at
any time during the Term belonging to or enjoyed by the Centre and any
adjoining premises
SCHEDULE 2
----------
Landlord's Services
-------------------
1. Maintenance of the Centre
-------------------------
The maintenance repair rebuilding replacement and renewal of:
1.1 the main structure and exterior of the Centre including (without
limitation) all structural or load-bearing walls and columns the
structural parts of the floors and columns and the timbers stanchions
girders roof and foundations of the Centre
1.2 the boundary walls fences and other structures of the Centre
1.3 the party walls within the Centre
-26-
1.4 the Conduits
1.5 the Common Parts
1.6 any rooms occupied and used by any staff employed by the Landlord
1.7 all other parts of the Centre not included in the above paragraphs but
excluding, in each case any such which are included in this Lease or
the Lease tenancy or licence of any other part of the Centre or the
repair of which are the responsibility of the Tenant or any other
tenant licensee or occupier of the Centre
2. Decoration
----------
2.1 The painting cleaning and decorating of:
2.2 the exterior of the Centre
2.3 the Common Parts
2.4 any rooms occupied or used by any staff employed by the Landlord
such painting cleaning and decorating to be carried out by the
Landlord at such intervals as it may decide
3. Plant and Machinery
-------------------
Operating, inspecting, servicing, overhauling, repairing, maintaining,
cleaning, lighting and renewing or replacing all landlord's fixtures
fittings plant machinery apparatus and equipment in the Centre from time to
time during the Term including (without limitation) the lifts, lift shafts
and lift motor room and the boilers and all items relating to the heating,
air conditioning and the natural and carbon gas supply, the compressed air
supply and the vacuum system and any fibre optic cabling ventilation and
hot and cold and de-ionised water systems serving the Centre including the
provision of all fuel and electricity for them and maintenance contracts
and insurance in respect of them (but excluding all landlord's fixtures,
fittings, plant machinery apparatus and equipment which are included in
this Lease or the lease tenancy or licence of any other part of the Centre
or the repair of which are the responsibility of the Tenant or any other
tenant licensee or occupier of the Centre)
4. Common Parts
------------
4.1 The furnishing, alteration and reinstatement of the Common Parts
4.2 The purchase or hire (as appropriate) maintenance and renewal of
plants and any planters and any other landscaping features in the
Common Parts and the cultivation of all landscaped areas within the
Common Parts
-27-
4.3 The operation repair maintenance renewal replacement and cleaning of
all signs and notices and lighting systems in the Common Parts
4.4 The provision of fire extinguishers and other fire fighting equipment
in the Common Parts and the payment of all charges in connection with
their rental installation and maintenance
5. Heating and hot water
---------------------
The provision of:-
5.1 an adequate supply of hot water during the Permitted Hours for
domestic use to the basins which are in the Centre at any time during
the Term and
5.2 reasonably adequate heat to the radiators which are in the Centre at
any time during the Term during the Permitted Hours and during the
period from 1 October to the following 1 May (or such other period as
the Landlord may determine from time to time having regard to weather
conditions)
5.3 a hot and cold water shower facility in the Common. Parts for domestic
use during the Permitted Hours
6. Staff
-----
The provision of cleaning and other staff for the day to day running of the
Centre and for the provision of cleaning security and other services and
for the general management, operation and security of the Centre (including
such direct or indirect labour as the Landlord deems appropriate) and all
other related expenditure including but not limited to:
6.1 the payment of wages salaries and expenses together with such statutory and
other insurance health pension and welfare severance and other payments
contributions and premiums as the Landlord may deem reasonably necessary in
relation to such staff
6.2 the provision of uniforms working clothes tools appliances materials and
equipment including telephones for the proper performance of the duties of
any such staff
7. Refuse
------
The provision repair maintenance and renewal of any litter bins, bin
liners, paladin units, refuse trolleys or other receptacles for the storing
or packaging of refuse for the Centre and the cost of storing collecting
and disposing of all refuse from the Centre
-28-
8. Window Cleaning
---------------
The cleaning of the outside of all the windows in the Centre (including
those of the Premises) and the cleaning of the inside of all the windows in
the Common Parts
9. Staff accommodation
-------------------
The payment of rent for any accommodation occupied or used by any staff
employed by the Landlord within other property belonging to the Landlord (a
notional rent equivalent to the rent at which the Landlord's Surveyor
considers such accommodation might be let from time to time in the open
market with vacant possession)
10. Management Costs
----------------
10.1 The employment of managing agents, contractors, surveyors, valuers,
architects, engineers accountants, solicitors and other professional
persons in connection with the management and/or maintenance of the
Centre and the payment of all proper fees, charges, salaries,
expenses and commissions payable to them including the payment of the
fees and expenses incurred by the Landlord in preparing accounts of
the Expenditure for each Financial Year and having such accounts
certified by the Accountant in accordance with clause 7
10.2 The payment of a proper management charge in respect of the provision
of Services for the Centre during each Financial Year
10.3 The payment of all proper costs and expenses including bank charges
interest and VAT incurred by the Landlord incidental to the provision
of services for the Centre
11. Statutory Requirements
----------------------
The costs to the Landlord of carrying out any works to the Centre required
to comply with any statute (other than works for which any tenant or
occupier is responsible) and the cost to the Landlord of taking any steps
deemed desirable or expedient by the Landlord for complying with making
representations against or otherwise contesting the incidence of the
provisions of any statute including those concerning town planning, public
health, fire precautions, highways, streets, drainage or other matters
which may affect the Centre (other than such matters which relate only to
one tenant or occupier of the Centre)
12. Outgoings
---------
The payment of all existing and future rates (including water rates) taxes
assessments charges and outgoings whether parliamentary local or otherwise
whether of the nature of capital or revenue and even though of a wholly
novel character which may now or at any time be rated taxed assessed
charged or imposed upon the Common Parts or any part of them or upon the
-29-
Centre as a whole or upon any accommodation occupied or used by any staff
employed by the Landlord
13. General
-------
The provision of such other services and works as the Landlord may
reasonably deem desirable or necessary for the benefit of the Centre or the
tenants or occupiers of it or in the interests of good estate management
14. Sinking Fund
------------
Such provision of anticipated future expenditure in relation to the Common
Parts as may in the Landlord's reasonable opinion be appropriate in
accordance with the provisions outlined in clause 7 of this Lease
-30-
EXECUTED AS A DEED by
affixing the Common Seal of [SEAL]
APPLIED IMAGING INTERNATIONAL
LIMITED in the presence of:-
Director /s/ X.X. Xxxxx
Secretary /s/ ILLEGIBLE
-31-
