DATED 15 JANUARY 2007
(1) UNIVERSITY OF WARWICK SCIENCE PARK
INNOVATION CENTRE LIMITED
AND
(2) OCEAN POWER TECHNOLOGIES LIMITED
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LEASE
Relating to
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TERM : 2 years from and including the 2 January 2007 until and
including the 1 January 2009 (Subject to prior determination
renewal or continuation)
TENANTS BREAK : 1 January 2008
YEARLY RENT : L25,020.00per annum (exclusive)
PAYABLE : Monthly in advance by Direct Debit
NOTE : This Lease is excluded from the security of tenure provisions of
the Landlord & ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (as amended)
FLINT, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
SOLICITORS
THE ATRIUM
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REF. JR/037556.0014
THIS LEASE made the 15th day of January two thousand and seven _______.
BETWEEN
1. UNIVERSITY OF WARWICK SCIENCE PARK INNOVATION CENTRE LIMITED, (company
number 03205246) whose registered office is at the University of Warwick in
the City Of Coventry in the County of West Midlands (THE LANDLORD)
2. OCEAN POWER TECHNOLOGIES LIMITED (company number 05225532) of Warwick
Innovation Centre Warwick Technology Park Gallows Hill Warwick CV34 6UW
(THE TENANT)
NOW THIS DEED WITNESSETH as follows:
1 INTERPRETATION
1.1 In this Lease Urn following definitions apply:
THE ADDITIONAL RENTS Means the additional rents reserved in
sub-clauses 2.1 to 2 5 inclusive
THE BASIC YEARLY RENT TWENTY FIVE THOUSAND AND TWENTY POUNDS
(L25,020.00) per annum excluding VAT
THE COMMON PARTS OF THE Means those parts of the Warwick Innovation
WARWICK INNOVATION Centre provided for the common use benefit or
CENTRE enjoyment of the occupants of the Warwick
Innovation Centre including all car parking
roadways footways landscaped and other common
areas
DIRECT DEBIT Means a process of automated payment operated by
BACS Payment Schemes Limited or equivalent
service enabling the collection of funds at the
request of the payee
THE INSURED RISKS Means the risks against which the Landlord may
from time to time procure insurance pursuant to
Clause 4.2 hereof
THE INTEREST RATE Means a rate equal to 2% above the base lending
rate (or its equivalent) of Barclays Bank pic
from time to time
THE LANDLORD'S COSTS Means the moneys actually expended or reserved
for periodical and/or future expenditure by or on
behalf of the Landlord in providing the
Landlord's Services and in making all necessary
contributions to the maintenance and operation of
the Warwick Technology Park in respect of the
Warwick Innovation Centre and its occupants from
time to time
THE LANDLORD'S SERVICES Means the services amenities facilities and
payments set out in the Third Schedule hereto
THE LETTABLE AREAS Means all of the Units contained within the
Warwick Innovation Centre which are either
occupied or available for occupation from time to
time
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THE MANAGING AGENT Means the Landlord's representative or Managing
Agent appointed from time to erne by the Landlord
to administer and manage the Warwick Innovation
Centre
THE PERMITTED USER Means use for the purposes of research
development design training technical support
services and ancillary commercial exploitation
functions in connection with the business of
Ocean Power Technologies Limited
THE PERPETUITY PERIOD Means the period of eighty years from the date
hereof
THE PLAN Means the plan annexed hereto
THE PLANNING ACTS Means the Town and Country Planning ▇▇▇ ▇▇▇▇ (as
amended) and any subsequent legislation of a
similar nature and any Order instrument plan
regulation permission consent and direction made
or issued thereunder or deriving therefrom
THE RELEVANT DATE Means 1 January 2008
SERVICE MEDIA Means the pipes poles meters wires cables sewers
drains mains truncking ducts channels
watercourses gutters structures apparatus
equipment machinery sub-stations and other media
now or within the Perpetuity Period to be
constructed for the provision of all or any
service of whatsoever nature or the extraction of
any matter or thing such media serving or forming
part of the Warwick Innovation Centre whether or
not the same serves it exclusively or otherwise
THE TERM Means the Term of 2 years from and including the
2 January 2007 to the 1 January 2009
THE UNIT Means Unit no. 6 in the Warwick Innovation Centre
described in Part I of the First Schedule
THE WARWICK INNOVATION Means the building erected within the Warwick
CENTRE Technology Park and shortly known as the Warwick
Innovation Centre and any alterations or
additions thereto together with the land forming
the site and curtilage thereon
THE WARWICK TECHNOLOGY Means the land situate at Gallows Hill Warwick
PARK known as the Warwick Technology Park owned and
developed by Warwickshire County Council
1.2 In this Lease where the context so admits:-
1.2.1 The expression the Landlord shall include the person or persons for
the time being entitled to the reversion expectant upon the
determination of the Term
1.2.2 Where there are two or more persons included in the expression the
Tenant and the Guarantor covenants contained in this Lease which are
expressed to be made
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by the Tenant and/or the Guarantor shall be deemed to be made by such
persons jointly and severally
1.2.3 Any reference to the Unit shall include the whole and/or any part or
parts thereof
1.2.4 Any obligation imposed herein on the Tenant not to do any act or
omission shall include an obligation not to permit or cause any such
act omission or default by any other party
1.2.5 Where the Tenant is obliged to make any payment under the provisions
or this Lease such obligation shall include an obligation to pay a
fair and reasonable proportion (determined by the Landlord) of the
like payment where it is demanded of the Landlord in respect of the
Unit and other parts of the Warwick innovation Centre
2 TERM RENT ETC
in consideration of the rents hereby reserved and the Tenant's covenants
and conditions hereinafter contained and on the part of the Tenant to be
paid observed and performed and (if a Surety is hereinbefore named) at the
request of the Guarantor the Landlord HEREBY DEMISES unto the Tenant with
full title guarantee ALL THAT Unit together with the rights (in common with
the Landlord and all others from time to time entitled thereto) specified
in Part II of the First Schedule hereto EXCEPT AND RESERVING the easements
rights and matters specified in Part III of the First Schedule hereto TO
HOLD the same unto the Tenant subject to the easements quasi-easements
covenants rights privileges terms and conditions hereinafter contained for
the Term
YIELDING AND PAYING therefore to the Landlord the Basic Yearly Rent such
rent to be paid by equal monthly payments in advance on the first day of
each calendar month in every year the first of such payments being a
proportion thereof to the last day of the month next following the date
hereof to be paid on completion of this Lease
AND FURTHER YIELDING AND PAYING: -
2.1 Forthwith upon demand throughout the Term a sum or sums of money (the
insurance Rent) in each year of the Term equal to a fair and proper
proportion of the money which shall be expended by the Landlord in each
year in or in respect of maintaining the insurance of the Unit the Warwick
Innovation Centre and the Landlord's fixtures of an insurable nature which
at any time during the Term may be erected placed upon or affixed within
the Unit or the Warwick Innovation Centre in accordance with the covenant
on the pan of the Landlord contained in clause 4.2 hereof
2.2 Yearly and proportionately for any fraction of a year a service charge (the
Service Charge) the amount thereof to be calculated and payable in
accordance with the provisions of the Second Schedule hereto
2.3 A sum of money (the Reimbursement Rent) equal to the amount (if any) which
the Landlord shall incur in each year of the Term in remedying any breach
of covenant hereunder by the Tenant or the Guarantor or in ensuring
compliance by the Tenant or the Guarantor with their obligation in this
Lease such sum to be paid on demand at any time
2.4 A sum of money (the Interest Rent) in each year of the Term and
proportionately for part of a year calculated at the Interest Rate in force
from time to time on any moneys overdue for payment hereunder calculated
from the date payment fell due such Interest Rent to be paid on the date on
which the money or moneys on which it has accrued are paid Provided
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Always that moneys shall be deemed overdue if not paid within fourteen days
of the day provided for payment thereof or (if paid by Direct Debit) if
payment is not received within two working days of request being made under
such mandate
2.5 A sum of money (the VAT Rent) equal to such Value Added Tax or other
similar tax (VAT) which is or may be or become chargeable upon any supply
or payment (including without limitation the rents reserved in this clause
2) made pursuant to the provisions of this Lease payable upon presentation
of an appropriate invoice for such supply or payment
PROVIDED THAT neither the Reimbursement Rent nor the Interest Rent shall
prejudice any other right or remedy of the Landlord to recover monies due
by this tease
3 TENANTS COVENANTS
The Tenant HEREBY COVENANTS with the Landlord as follows: -
3.1 PAYMENT OF RENT
To pay the Basic Yearly Rent and the Additional Rents at the times and in
manner aforesaid clear of all deductions by Direct Debit from such a bank
account as shall be nominated from time to time by the Tenant and for which
the Tenant shall maintain a valid Direct Debit mandate in favour of the
Landlord
3.2 PAYMENT OF RATES ETC
To pay all rates taxes duties assessments charges impositions liabilities
outgoings and obligations whatsoever whether Parliamentary parochial
municipal local environmental or of any other description at any time
assessed charged or imposed upon or payable in respect of the Unit or upon
the owner or occupier in respect thereof save for any liability imposed on
the Landlord arising out of dealing with its reversionary interest
3.3 OUTGOINGS
To pay all charges (including meter rents and installation charges) for
water gas electricity and telephone or other services consumed in or used
by the Unit or its occupants
3.4 REPAIRS
3.4.1 To maintain and keep the Unit in good and tenanted repair and
condition except for damage by any of the Insured Risks unless the
relevant policy or policies shall have been rendered void or voidable
or payment of the whole or part of the insurance money refused in
consequence of some act or default on the part of or suffered by the
Tenant its servants or licensees or invitees
3.4.2 To use such contractors and appropriately qualified persons as shall
first be approved in writing by the Landlord to carry out all or any
works pursuant to Clause 3.4.1 hereof
3.5 DECORATION
To keep and maintain the interior of the Unit in good decorative order
throughout the Term and to repaint and redecorate throughout at least once
during the Term
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3.6 TO YIELD UP PREMISES
At the expiry of the Term quietly to yield up unto the Landlord the Unit as
shall be in accordance with the several covenants on the part of the Tenant
and the conditions agreements and obligations herein contained or contained
in any licence or agreement made supplemental hereto
3.7 TO COMPLY WITH STATUTES
3.7.1 At the Tenant's own expense to do all such works and comply with all
such directions and requirements in pursuance of any existing or
future Acts of Parliament statutory instruments bye-laws rules
regulations orders notices directions planning permissions licences or
consents already made or hereafter made and for the time being in
force are or may be required to be done to the unit or the Tenant's
user
3.7.2 At the Tenant's own expense within 7 days of receipt of the same to
give to the Landlord a copy of any notice order direction requisition
or other thing issued or given by (or particulars of any proposal for
a notice or order of) any government department district council local
or public or other competent authority and relating to or affecting or
likely to affect the Unit or the Warwick Innovation Centre or the use
thereof or the persons employed therein and without delay to take all
reasonable or necessary steps to comply with such notice order
direction or requisition so far as it relates to the Tenant's use and
occupation of the Unit
3.8 RIGHTS OF LANDLORD TO INSPECT
3.8.1 To permit the Landlord at all times during the Term and during
reasonable hours in the daytime upon previous notice in writing
whenever practical and at any time and without notice in an emergency
to enter into and upon the Unit to view the state of repair and
condition of the same and to ascertain whether the covenants on the
part of the Tenant and the conditions agreements and obligations
herein contained are being duly observed and performed as to defects
and wants of reparation for which the Tenant is liable hereunder or
otherwise and to take inventories of the Landlord's fixtures and
fittings and appurtenances and things then upon the Unit or to be
yielded up at the expiration or sooner determination of the Term and
to give or leave at the Unit notice in writing to the Tenant of any
such defects and wants of reparation or obligations hereunder on the
part of the Tenant and the Tenant will within the period of
twenty-eight days after such notice or sooner if requisite repair and
make good the same in accordance with such notice and the covenants
conditions agreements and obligations in that behalf herein contained
and in case the Tenant snail make default in so doing it shall be
lawful for the ▇▇▇▇▇▇▇ and others employed or authorised by the
Landlord (without prejudice and in addition to the right of re-entry
hereinafter contained and any other right or remedy of the Landlord)
to enter into and upon the Unit (with or without plant and materials)
and repair make good decorate and restore such defects and wants of
reparation and all reasonable costs charges and expenses incurred
thereby (which costs charges and expenses shall include but not be
limited to all legal costs surveyors and architects fees and other
professional fees and other expenditure whatsoever incidental thereto
or attendant thereon together with interest thereon at the Interest
Rate from the date of expenditure) shall be a debt due from the Tenant
to the Landlord on demand
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3.8.2 RIGHTS OF ENTRY
To permit the Landlord and its agents or workmen and the tenants and
occupiers of the Warwick Innovation Centre now or at any time
hereafter belonging to the Landlord at all convenient hours in the
daytime and on reasonable prior notice (except in case of emergency)
to the Tenant to enter upon the Unit for executing inspecting,
cleaning, decorating, maintenance, repairs or alterations to or upon
any other part of the Warwick Innovation Centre Or the Service Media
such persons making good forthwith upon completion thereof to the
reasonable satisfaction of the Tenant all damage to the Unit thereby
occasioned
3.9 ERECTIONS AND INSTALLATIONS
3.9.1 Not to erect any new structure within the Unit or make any alteration
or additions of whatsoever nature to the Unit or any Service Media
3.9.2 Notwithstanding anything contained in the immediately preceding
sub-clause not to bring into the Unit any article or thing which shall
exceed the permitted floor loading of the Unit from time to time nor
to suspend permit or cause to be suspended from the ceiling of the
Unit or any attachment thereto any article or thing of whatsoever
nature
3.9.3 In the event of any breach of sub-clause 3.9.1 or 3.9.2 of this
sub-clause the Landlord shall be at liberty to enter the Unit to
remove or restore as the case may be all or any of sued unauthorised
structures erections alterations improvements or additions as may be
found and the costs of carrying out such work together with interest
thereon at the rate specified in Clause 2.4 hereof from the date of
expenditure snail be due to the Landlord by the Tenant forthwith on
demand
3.9.4 Notwithstanding the aforesaid provisions the Tenant may (having first
given not less than fourteen days prior written notice all requisite
plane to the Landlord and not having received any objection from the
Landlord prior to commencing work) install and/or remove internal
demountable non-structural partitioning provided that:-
a) the Tenant will procure the removal of the same and the making
good all damage so caused to the Unit and/or the decoration
thereof at the end of the Term; and
b) the Tenant ensuring full compliance with the requirements of the
fire or other competent authority all building regulations and
the reasonable requirements of the Landlord's insurers from time
to time during their retention
3.10 INDEMNITY
To keep the Landlord fully and effectually indemnified from and against all
expenses proceedings costs claims damages demands and any other liability
whatsoever arising directly or indirectly out of: -
3.10.1 The state of repair and condition of the Unit any alteration thereto
or the user thereof or work carried out or in the course of being
carried out to the Unit
3.10.2 The breach by the Tenant of any of its obligations under this Lease
or
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3.10.3 Any of the following caused by or arising from any acts or omissions
of the Tenant its servants agents visitors:-
a) Any interference or alleged interference or obstruction of any
right or alleged right of light air drainage now existing for the
benefit of any adjoining or neighbouring property; or
b) Any malfunction or stoppage of the Service Media
3.11 USER
3.11.1 Not to use the Unit or any part or parts thereof for any purpose
other than for the Permitted Use
3.11.2 Not to undertake any user within the Unit which may or might lead to
suspension of the Landlord's election to charge VAT upon supplies
relating to the Unit or the Warwick Innovation Centre
3.11.3 Not to carry on any offensive noisy noxious hazardous or dangerous
trade or act or any illegal or immoral purpose or for any purpose or
in any manner which may be a nuisance or annoyance to the Landlord or
the owners or other occupiers of neighbouring or adjacent premises
3.11.4 Not to permit any sale by auction or public exhibition or public
show of spectacle or political meeting to take place on the Unit
3.11.5 Not to suffer the Unit or any part thereof to become void and not to
claim the benefit of any void rate or void rate period in respect of
it or any part of it
3.11.6 Not to sleep or reside upon or permit any person or persons to sleep
or reside Upon the Unit or any part thereof
3.12 ADVERTISEMENTS AND SIGNS
3.12.1 Not except as authorised by sub-clause 3.12.2 hereof to exhibit on
the exterior of the unit or on the Warwick Innovation Centre (or
inside the Unit so as to be visible from the outside) any sign
signboard or hanging sign fascia advertisement placard or lettering
3.12.2 To put and maintain by the method and of a size and type required by
the Landlord properly and professionally painted or built up perspex
or plastic detachable signs previously approved in writing by the
Landlord stating the Tenant's name on the purpose made display panel
in the entrance of the Warwick Innovation Centre and on the front door
or the Unit in such position as shall be allocated from time to time
by the Landlord
3.13 PLANNING
3.13.1 Not to do or omit or permit to be done or omitted anything on or in
connection with the Unit the doing or omission of which shall be a
contravention of the Planning Acts or of any notice orders licences
consents permissions and conditions (if any) granted or imposed
thereunder or under any enactment repealed thereby and to indemnify
the Landlord against all actions proceedings damages penalties costs
charges claims and demands in respect of such acts and omissions or
any of them
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3.13.2 Not to apply for any planning permission relating to the Unit or to
the use thereof
3.14 INSURANCE
3.14.1 Forthwith to insure and at all times during the said Term to keep
insured in some established office approved by the Landlord owners and
occupiers third party liability risks in a sum of not less than
L5,000,000 and whenever required to produce to the Landlord or its
agent the policy or policies of such insurance with the receipts for
premiums payable in respect of the same and to cause all moneys
received under or by virtue of any such insurance to be forthwith laid
out and expended in settlement of any third party claims and make good
any deficiency out of the Tenant's own moneys
3.14.2 In the event of the Unit or any parts thereof or the Warwick
Innovation Centre or any parts thereof or any adjoining or
neighbouring premises or any parts thereof being at any time during
the Term damaged or destroyed and the insurance money under any policy
or policies of insurance effected thereon by the Landlord being wholly
or partially irrecoverable by reason of any act or default of the
Tenant its servants agents licensees or visitors forthwith to pay to
the Landlord the difference between the moneys actually received under
the Landlord's said policy or policies and the amount which the
Landlord would have received if the Tenant or others aforesaid had not
committed such act or default as aforesaid
3.15 ASSIGNMENT UNDERLETTING AND OCCUPATION
Not to assign transfer charge mortgage underlet or part with or share the
use or possession or occupation of the Unit
3.16 ADMINISTRATION OF THE WARWICK TECHNOLOGY PARK
3.16.1 Not to bring or permit to be brought into the Unit or the Warwick
Innovation Centre or to place or store or permit to be placed or
stored or lo remain in or about the Unit or the Warwick Innovation
Centre any article or thing which is dangerous combustible inflammable
radio-active or explosive or the keeping of which may contravene any
statute or order or local regulation or bye-law or constitute a
nuisance to the Landlord or occupiers owners or tenants of
neighbouring property and without prejudice to the generality of the
foregoing not to bring onto or suffer to be brought onto or kept on
the Unit or any part thereof any live or dead animals fish birds game
or other food stuffs save only for such items as are bought to the
Unit by the Tenant or its employees for their own consumption
3.16.2 From time to time during the Term to pay alt costs charges and
expenses incurred by the landlord in abating any nuisance caused by
the Tenant its servants agents licensees or visitors on the Unit or on
any other part of the Warwick Innovation Centre and in executing all
works as may be necessary for abating a nuisance caused by the Tenant
or such other persons on the Unit in obedience to a notice served by
any local or other authority
3.16.3 Subject to sub-clause 3.16.8 hereof not to deposit or permit or
suffer to be deposited any rubbish or refuse within or outside the
Warwick Innovation Centre (except as hereafter mentioned) and not to
deposit or burn any rubbish or refuse on the Unit and to remove at
regular intervals all and any refuse or rubbish to receptacles to be
provided by the Landlord within or outside the Warwick Innovation
Centre
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3.16.4 To comply with
a) all such reasonable regulations as the Managing Agent shall from
time to time make in connection with any security system(s)
and/or procedures or under the powers conferred on it by
paragraph 4 of Part III of the First Schedule hereto; and
b) all such regulations as may apply from time to time in respect of
the Warwick Technology Park and are notified to the Tenant
3.16.5 Not to endanger or permit or suffer the endangering of the Service
Media or any part thereof by overloading or polluting the same or
otherwise utilise the same so that it may diminish its or any part of
its efficiency or usual life expectancy
3.16.6 Not to allow to pass into the Service Media any harmful noxious or
deleterious effluent or other substance which may cause an obstruction
in or injure the said sewers drains or watercourses
3.16.7 Not to:
a) Park any vehicle except in the parking spaces (if any) designated
as such by the Landlord from time to time and allocated from time
to time for use by occupiers of the Warwick Innovation Centre or
in connection with the Unit and in particular not to park any
such vehicle on nor to cause any obstruction or damage to the
roadways passages accessways or any areas designated from time to
time by the Landlord for common use in the Warwick Innovation
Centre and to permit the Landlord its agents or contractors to
remove at the cost of the Tenant any such improperly parked
vehicles or obstructions
b) Cause or permit the loading or unloading of any vehicles unless
the same is carried out within the areas (if any) designated for
such use from time to time during the Term by the Landlord
3.16.8 Not to dispose of any chemical combustible hazardous radio-active
nuclear or other waste except in accordance with the proper codes of
practice laid down by Government Industry or other appropriate
authority
3.16.9 To permit the Managing Agent to remove the Tenant and all
unauthorised persons or any personnel agents or servants of the Tenant
should they in the sole opinion of the Managing Agent be or become a
hazard or danger to other occupiers of the Warwick Innovation Centre
by reason of their acts omission or defaults or should they fail to
observe and perform the safety security or other regulations issued by
the Managing Agent from time to time
3.17 COSTS
3.17.1 To reimburse the Landlord's reasonable legal and other costs
incurred by the grant of this Lease
3.17.2 To pay all reasonable and proper costs charges and expenses
(including solicitors' cost and surveyors' fees) incurred by the
Landlord for the purpose or in contemplation of or incidental to the
preparation and service of any notice under sections 146 and 147 or
the Law of Property ▇▇▇ ▇▇▇▇ (or any statutory
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modification thereof) notwithstanding that forfeiture may be avoided
otherwise than by relief granted by the Court
3.17.3 To pay all costs and expenses (including solicitors' costs and
surveyors' fees) incurred by the Landlord in contemplation of or
incidental to the preparation and service of any notice and/or
schedule relating to the schedule of dilapidations and whether by the
Landlord or not the same is served during or within 3 months after the
expiration or sooner determination of the Term (howsoever the same may
be determined) but relating in all cases only to dilapidations which
accrued prior to the expiration or sooner determination of the Term
3.17.4 Where by virtue of any of the provisions of this Lease the Tenant is
required to pay or repay to the Landlord or to any other person or
persons any moneys (whether in respect of rent the supply of any goods
or services by the Landlord or any other person or persons or
otherwise) to also pay or repay (upon demand by the provision of an
appropriate invoice therefor) and to keep the Landlord indemnified
against the amount of any Value Added Tax (or any tax replacing or
additional to the same) which may be chargeable in respect thereof
3.18 ADVERTISING FOR SALE OR LEASE
To permit the Landlord at any time to affix and retain in a conspicuous
position on the Unit a notice board during the six months immediately
preceding the end or sooner determination of the Term for the re-letting
and at any time during the Term for the selling or otherwise dealing with
the same or the interest of the Landlord therein
3.19 NOTIFICATION OF DAMAGE
Forthwith after becoming aware of any damage to the Unit resulting from an
insured peril to notify in writing the Landlord of the same and to take all
steps necessary to prevent further loss or damage of any description and to
indemnify the Landlord in respect of any consequential loss arising out of
the neglect or omission of the Tenant to comply with the requirements
4 LANDLORD'S COVENANTS
The Landlord hereby covenants with the Tenant:
4.1 That the Tenant paying the rents hereby reserved and performing and
observing the covenants on the part of the Tenant's conditions and
agreements herein contained shall and may quietly enjoy the Unit during the
Term without any interruption by the Landlord or any person rightfully
claiming under or in trust for the Landlord
4.2 If and so long as and to the extent that the Tenant shall pay the Insurance
Rent to use its best endeavours to procure insurance (unless the insurance
so effected shall become void or voidable through or by reason of any act
neglect or default of the Tenant or of the servants agents licensees or
visitors of the Tenant) of the Unit (whether alone or in conjunction with
any adjoining premises of the Landlord or Superior Landlord) and all
buildings erections and Landlord's fixtures of an insurable nature which at
any time during the Term may be erected or placed upon or affixed to the
Unit against loss or damage by fire explosion aircraft (but not hostile
aircraft) or articles dropped therefrom flood storm tempest damage by
impact civil commotion earthquake riot and such other risks as the Landlord
shall from time to time in its reasonable discretion consider necessary in
an insurance company or underwriters of good repute to the full
reinstatement value thereof from time to time throughout the Term as the
Landlord shall determine together with architects' engineers' and
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surveyors' fees based on such value at the current rates for the Landlord's
demolition and clearing costs and also a sum equal to three years' loss of
the rent hereby reserved and to produce upon demand but no more than once a
year to the Tenant a copy of or extract from the Policy of such insurance
and the receipt for last payment thereon and in case of destruction or
damage by fire or other insured risks (unless payment of any moneys under
any policy of insurance shall be refused either in whole or in part through
or by reason of any act neglect or default of the Tenant or of the servants
agents or visitors of the Tenant) to apply all policy moneys received by
the Landlord under or by virtue of any such insurance as aforesaid making
of any shortfall out of its own funds (other than in respect of loss of
rent) in rebuilding or reinstating the Unit with all reasonable speed
5 AGREEMENTS
IT IS HEREBY AGREED between the Landlord and the Tenant as follows:
5.1 FORFEITURE
If the rents or any part thereof hereby reserved or made payable by the
Tenant shall be unpaid for twenty-eight days after becoming payable or if
such payment has not been received within two working days following
request by Direct Debit (whether legally demanded or not) or if any
covenant on the Tenant's part herein contained shall not be performed or
observed or if the Tenant or any other person in whom for the time being
the Term hereby created shall be vested or any Surety shall become
insolvent or enter into any composition with his creditors or suffer any
distress or execution to be levied on his goods or being a company shall
enter into administration or liquidation either voluntarily (except for the
purpose of amalgamations of reconstruction) or compulsorily or if a
receiver shall be appointed thereof (and these terms are to be interpreted
in accordance with the provisions of the Insolvency Act 1986) or the Tenant
shall leave the Unit unoccupied for a continuous period of three months
then and in any of the said cases it shall be lawful for the Landlord at
any time thereafter to re-enter upon the Unit or any part thereof in the
name of the whole and peaceably to hold and enjoy thenceforth the Unit as
if this Lease had not been made and thereupon the Term shall absolutely
determine but without prejudice to any claim right of action or remedy in
respect of any agreements or obligations on the part of either party herein
contained
5.2 RECEIPT OR DEMAND FOR RENT NOT ACT AS WAIVER
No acceptance of or demand or receipt for rent by the Landlord after
knowledge or notice received by the Landlord or its agents of any breach of
any of the Tenant's covenants herein contained or implied or after the
service by the Landlord or the Tenant of any notice hereunder or in respect
hereof shall operate as a waiver in whole or in part of any such breach or
of all or any of the Landlord's rights of forfeiture or re-entry in respect
thereof but that any such breach shall for all the purposes of this Lease
be a continuing breach of covenant so long as such breach shall be
subsisting
5.3 DESTRUCTION OR DAMAGE TO THE UNIT
In the event of the destruction or damage of the Unit or any material part
thereof by any of the Insured Risks so as to be unfit for occupation and
use then and in every such case (unless the insurance of the Unit shall
have become void or payment of the insurance moneys be refused in whole or
in part by reason of or arising out of any set omission neglect or default
by or on the part of the Tenant or any person under the control of the
Tenant) the rents hereby reserved or a fair proportion thereof according to
the nature and extent of the damage sustained shall be suspended from the
date of such damage or destruction until the Unit has been re-built or
reinstated and made fit for occupation and use or for 3 years from the date
of such damage or for the residue of the Term then remaining (whichever is
the
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shorter) and in case of dispute touching this provision the same shall be
referred to arbitration as set out in Clause 5.6 hereof
5.4 NOTICES
That the provisions of Section 196 of the Law of Property ▇▇▇ ▇▇▇▇ as
amended by the Recorded Delivery Service ▇▇▇ ▇▇▇▇ shall apply to any notice
served under this Lease
5.5 DISPUTES BETWEEN TENANTS
Any dispute arising between the Tenant and the tenants or the owners or
occupiers of adjoining or neighbouring premises forming part of the Warwick
Innovation Centre or otherwise belonging to the Landlord as to the nature
and extent of any easement right or privilege in favour of or affecting the
Unit or such other premises shall be decided by the Managing Agent whose
decision save in the case of manifest error shall be binding upon all
parties to the dispute or shall be settled in such manner as the Landlord
shall direct
5.6 SETTLEMENT OF DISPUTES
That except where otherwise provided if any dispute shall arise between the
Landlord and the Tenant at any time with respect to the construction or
effect of this Lease or any provision hereof or otherwise in connection
with the Unit such dispute shall be referred to and be determined by a
single arbitrator appointed (in default of agreement between the Landlord
and the Tenant) by the President for the time being of the Royal
Institution of Chartered Surveyors in accordance with the provisions of the
Arbitration ▇▇▇ ▇▇▇▇ and any amendment or modification thereof
5.7 ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (AS AMENDED)
5.7.1 The Tenant hereby confirms that before the date of this Lease:
a) The Landlord served on the Tenant a notice dated 6 December 2006
in relation to the tenancy created by this Lease (the Notice) in
a form complying with the requirements of Schedules 1 and 2 to
the Regulatory Reform (Business Tenancies) (England and Wales)
Order 2003 (the Order)
b) The Tenant or a person duly authorised by the Tenant in relation
to the Notice made a statutory declaration (the Declaration)
dated 20 December 06 in a form complying with the requirements of
Schedule 2 of the Order
5.7.2 The Tenant further confirms that where the Declaration was made by a
person other than the Tenant the declarant was duly authorised by the
Tenant to make the declaration on the Tenant's behalf
5.7.3 The Landlord and the Tenant confirm that there is no Agreement for
Lease to which this Lease gives effect
5.7.4 The Landlord and Tenant agree to exclude the provisions of sections
24 to 28 (inclusive) of the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (as amended)
in relation to the tenancy created by this Lease
5.7.5 That subject to the provisions of sub-section (2) of Section 38 of
the Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ neither the Tenant nor any assignee
transferee or underlessee
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shall be entitled on quitting the Unit to any compensation under
Section 37 of the said Act
5.8 WORDINGS ON COVER HEREOF AND HEADINGS
Headings to sections schedules paragraphs clauses and sub-clauses hereof
are for ease of reference only and are not to form pan of the text or to
govern or vary the terms hereof in any way whatsoever
5.9 REFERENCES TO STATUTES ETC
All references herein to statutes statutory instruments rules orders and
regulations or the like shall (unless otherwise stated) include any future
re-enactments or modifications thereof and those made in substitution or
replacement of any which are repealed
5.10 VALUE ADDED TAX
All and any moneys payable pursuant to the provisions of this Lease
(whether reserved as rent or otherwise) shall be deemed to be exclusive of
(VAT) and where such money shall be or become liable to VAT then such VAT
shall be payable in addition to the said moneys on production of a proper
VAT invoice
6 THIRD PARTY RIGHTS
Notwithstanding the provisions of the Contracts (Rights of Third Parties)
▇▇▇ ▇▇▇▇ or any other provision the obligations herein contained shall be
enforceable only by the parties hereto
7 STAMP DUTY LAND TAX
The Landlord and the Tenant hereby certify that there is no Agreement for
Lease to which this Lease gives effect
8 TENANT'S BREAK CLAUSE
If the Tenant shall desire to determine the Term upon the Relevant Date (if
such expression is defined in this Lease) then the Tenant shall give to the
Landlord not less than three months prior written notice or such desire and
if the Tenant shall pay all rents due to the Relevant Date and shall on or
before the Relevant Date give vacant possession of the Unit to the Landlord
men immediately upon the Relevant Date this Lease and the Term shall cease
and become void and of no further effect save only for any prior breach by
either party
IN WITNESS whereof the Landlord has hereunto affixed its common seal and the
Tenant and the Guarantor (if any) have executed as deed a counterpart hereof and
all parties have delivered this deed the day and year first before written
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THE FIRST SCHEDULE
PART 1 - THE UNIT
ALL THAT Unit numbered 6 situate on the ground floor within the Warwick
Innovation Centre and having an area extending to approximately 1,390 square
feet as is for the purpose of identification only shown edged red on the Plan
including (without derogating from the generality of the foregoing and the
demise hereby made)
1 The Landlord's plant fixtures and fittings in or upon the same
2 The floor covering and ceiling surface of such part of the Warwick
Innovation Centre as is hereby demised but not horizontal structure
supporting the same
3 The surface finish (but not any structure beyond) of all boundary walls and
structures which serve to enclose the ▇▇▇▇
▇ All Service Media running in upon over or under the Unit which exclusively
serve the ▇▇▇▇
▇ All additions (except tenant's trade fixtures) hereafter made in or about
the premises hereby demised
PART II - RIGHTS AND EASEMENTS GRANTED TO THE TENANT
1 Subject as hereinafter provided a free and uninterrupted right of way for
the Tenant its servants agents or invitees and visitors (in common with the
Landlord and all others from time to time entitled thereto) for the
purposes of ingress to and egress from the Unit:
1.1 On foot and with or without vehicles over and across the roadways
designated by the Landlord for such use within the site of and leading to
and from the Warwick innovation Centre from the publicly adopted highway
1.2 On foot only over and across the entrance hall stairs lifts (if any)
corridors and any areas within the Warwick Innovation Centre designated
from time to time by the Landlord for common use including without
limitation kitchens and toilet accommodation
SUBJECT TO the Landlord from time to time issuing directions for the
regulation flow and control of pedestrian or vehicular traffic thereon
2 The free and uninterrupted passage and running of all services to and from
the Unit through the Service Media now serving the Unit and which are
situate in upon over or under the Warwick Business Innovation Centre
Provided Always and It Is Hereby Agreed and Declared that if at any time
during the Term the Landlord shall desire to alter stop up or divert such
Service Media or any part of parts thereof the Landlord shall have full
right and liberty so to do subject to the Landlord leaving available for
use at all times by the Tenant reasonable and adequate alternative
provisions for the services hereinbefore mentioned
3 The right (in common as aforesaid) to use and enjoy such part or parts of
the Warwick Innovation Centre as shall be designated by the Landlord from
time to time in such manner as the Landlord shall from time to time direct
15
4 The right (in common as aforesaid) to park private motor vehicles belonging
to the Tenant or the servants and visitors of the Tenant in such part or
parts of the areas of the Warwick Innovation Centre designated as such and
as may be allocated by the Landlord from time to time Provided Always and
It Is Hereby Agreed and Declared that if at any time during the Term and in
its absolute discretion the Landlord shall desire to alter or relocate such
areas than the Landlord shall have full right and liberty so to do
PART III - RIGHTS AND OTHER MATTERS TO WHICH THE DEMISE IS SUBJECT
1 Such easements quasi-easements rights and benefits of a similar nature as
are now enjoyed by any third party
2 Such rights of access to and entry upon the Unit by the Landlord and its or
their lessees and tenants and all others authorised by it or them as are
necessary for the proper performance of its or their obligations hereunder
or in favour of any other third party and for the performance of any of the
Landlord's Services Together With such rights of access and entry on over
and through the Unit as are necessary in the event of emergency or accident
in any other part of the Warwick Innovation Centre
3 The right for the Landlord and others as aforesaid at any time or times
hereafter to build or rebuild or alter or permit to be built or rebuilt or
altered any buildings or erections (other than the Unit) upon any adjoining
property now or hereafter belonging to the Landlord or any associated
company of the Landlord according to such plans and to such height extent
or otherwise and in such manner as the Landlord shall think fit without
obtaining any consent from or making any compensation to the Tenant
notwithstanding that such buildings as so built rebuilt or altered may
obstruct any lights windows or other openings in or on the ▇▇▇▇
▇ The right for the Landlord or the Managing Agent from time to time to make
add to or amend regulations for the management or administration or
preservation of the amenities of the Warwick Innovation Centre or any part
thereof or for the general convenience of the occupiers of the Warwick
Innovation Centre
5 The right (so far as necessary in common with the Tenant) for the Landlord
and others aforesaid to the free passage and running of all services and
other matters within the Perpetuity Period from and to any adjoining or
neighbouring property not included in the Unit through and from the Service
Media within the Unit Together with all easements rights and privileges
necessary and proper for inspecting cleaning repairing maintaining and
reinstating the same
6 The full and free right and liberty for the Landlord and others as
aforesaid to enter (after reasonable notice but immediately in case of
emergency) upon the unit at all reasonable times for the purpose! of
connecting laying inspecting repairing cleansing maintaining amending
altering replacing relaying or renewing the Service Media and any part or
parts thereof and to erect construct or lay in under over or across the
Unit any Service Media to other premises within the Warwick Innovation
Centre the person or persons exercising such right making good any damage
thereby occasioned to the Unit
7 The full and free right to enter on the Unit and all other rights powers
and privileges of whatsoever kind as are necessary to enable the Landlord
(if it elects so to do) and others authorized by it to remedy any and all
breaches of covenant by the Tenant
8 Full right of lateral and subjacent support for the remainder of the
Warwick Innovation Centre
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THE SECOND SCHEDULE
THE SERVICE CHARGE PROVISIONS
1 Accounts for the Landlord's Costs reasonably and properly incurred in
connection with the provision of the Landlord's Services and amenities and
complying with the obligations mentioned in the Third Schedule to this
Lease (including such sum or sums of money by way of reasonable provision
for anticipated expenditure in respect thereof as the Landlord or the
Managing Agent may in its or his sole discretion allocate to the year in
question as being fair and reasonable in the circumstances) and all costs
expenses and contributions to the servicing management and operation of the
Warwick Technology Park that the Landlord may be required to make from time
to time for each year of the Term (ending on the 29 September in each year)
shall be prepared and a copy of each such account shall be supplied by the
Landlord to the Tenant within six months of the period to which it relates
together with a copy of a certificate from the Managing Agent that such
account is correct and such certificate shall save in the case of manifest
error be final arid binding on both parties
2 The Managing Agent shall determine and certify the Service Charge which
shall be a fair proportion (calculated at the sole discretion of the
Managing Agent) of the Landlord's Costs attributable to the Unit calculated
upon the proportion that the gross area of the Unit bears to the gross area
of the Lettable Areas of the Warwick Innovation Centre and such certificate
given by the Managing Agent shall (except in case of manifest error) be
final and binding upon both parties
3 The Tenant shall pay to the Landlord the amount of the Service Charge in
the manner following that is to say:
3.1 On the first day of each calendar month during the Term the Tenant shall
pay to the Landlord in advance one twelfth of the amount reasonably and
properly estimated from time to time by the Landlord or the Managing Agent
to be the proportion of the Landlord's Costs attributable to the Unit
(hereinafter called the Estimated Service Charge) for the following period
of twelve months
3.2 Within 14 days after the service by the Landlord or the Managing Agent on
the Tenant of the copy of any account and certificate referred to in
paragraphs 1 and 2 of this Schedule the Tenant shall pay to the Landlord
the balance by which the Service Charge exceeds the total sums paid by the
Tenant to the Landlord pursuant to paragraph 3.1 of this Schedule for the
period to which such account relates and it is hereby agreed that if the
Service Charge for any period falls short of the total sums paid by the
Tenant to the Landlord pursuant to sub-clause 3.1 or this Schedule for the
period to which such account or certificate relates appropriate credit for
the same will be given to the Tenant in respect of the next following
service charge period or returned at the expiry of the Term
4 It is hereby agreed and declared that for the purposes of this Schedule the
Managing Agent's certificate from time to time as to gross areas referred
to herein shall be final and binding upon both parties except in case of
manifest error
17
THE THIRD SCHEDULE
(THE LANDLORD'S SERVICES REFERRED TO IN THE SECOND SCHEDULE)
1 Where necessary providing repairing decorating maintaining cleansing
drainage lighting repainting replacing resurfacing relocating altering
amending and renewing as often as may be necessary at the sole discretion
of the Managing Agent the whole of the Warwick innovation Centre including
without prejudice to the generality of the foregoing all existing and
future fixtures and fittings thereof and equipment apparatus or
installation or security heating lighting or air conditioning systems
conference facilities therein or thereon and any amenities of Service Media
except those things or parts thereof which are the sole responsibility of
any occupier from time to time thereof
2 All costs and charges and expenses of abating a nuisance and of executing
all such works as may be necessary for complying with any notice served by
a Local Authority in connection with the Warwick Innovation Centre or any
part thereof insofar as the same is not the liability of any individual
tenant of any part thereof
3 Providing replacing and maintaining all existing and any future boundary
▇▇▇▇▇▇ walls end fences and plants shrubs trees ▇▇▇▇▇▇ and grassed and
garden hard surfaced roadway car parking or loading areas forming part of
the Warwick Innovation Centre or any part or parts thereof and keeping the
same properly cultivated free from weeds and regularly cut or pruned
surfaced and traffic or pedestrian controlled as deemed appropriate by the
Managing Agent at his sole discretion
4 Insuring such equipment apparatus or amenities where provided and insuring
any staff office or residential accommodation for personnel and any housing
for plant necessary for or incidental to the carrying out of the Landlord's
Services and any other services and amenities which the Managing Agent may
from time to time at his sole discretion consider desirable or for the
benefit of the Warwick Innovation Centre or any of its occupants
5 Providing (a) a sinking fund (in accordance with an accounting practice
approved by the Managing Agent from lime to time) and/or (b) interest upon
any loan required to produce moneys to cover coats of providing the
Landlord's Services or any other services referred to at paragraph 4 above
or any capital plant equipment amenity or thing connected therewith
6 Providing and paying the costs charges and remuneration (including any
employers tax insurance or pension contribution) of any staff servant or
agents (including without prejudice to the generality of the foregoing any
administrator receptionist typist solicitor surveyor accountant or other
professional body and any necessary accommodation therefor) to manage and
administer the Warwick Innovation Centre or carry out any of the Landlord's
Services or any other services referred to at paragraph 4 above
7
7.1 The insurance of the whole of the Warwick Innovation Centre or any part
thereof in respect of any property owners' public liability; and
7.2 Insurance against any risks for which the Landlord may be liable as an
employer of persons working or engaged in the administration or maintenance
of the Warwick innovation Centre insofar as or to the extent that the same
may not be the responsibility of any Tenant therein
18
EXECUTED as a DEED by )
UNIVERSITY OF WARWICK )
SCIENCE PARK INNOVATION ) /s/ N.T. Thir
CENTRE LIMITED ) ---------------------------------------
acting under the hand of two ) Director
directors or a director and a )
/s/ UNM Haiw
---------------------------------------
Secretary
19
