Common use of PRE-EMPTION Clause in Contracts

PRE-EMPTION. 13.1.1 The Landlord covenants with the Tenant that it shall not during the term of this Lease allow a marketing for sale and/or a Disposition of the whole or part of the Property unless it has first given at least 90 days prior written notice ("the Landlord's Notice") to the Tenant that it proposes to do so, giving full and accurate particulars of the proposed terms under which the Landlord would agree to sell the Property to the Tenant including a proposed offering price for the Property. 13.1.2 The Tenant shall within 15 days of the date of the Landlord's Notice give to the Landlord written notice ("the Tenant's Notice") that it wishes to purchase the Property on the terms as set out in the Landlords Notice. If the Tenant fails to serve a Tenant's Notice within the aforementioned 15 days the Tenant shall be deemed not to intend to exercise its rights of pre-emption and the Landlord shall be deemed to have complied with the provisions hereunder and shall be entitled to proceed to deal with the Property during the period of 12 months after the expiration of the aforementioned 15 day period to serve a Tenant's Notice as it sees fit although it must not dispose of the Property for an amount less than 5% below the price offered to the Tenant in the Landlord's notice and on terms no less beneficial to those offered to the Tenant and after the expiration of the 12 month period if there has been no disposal then the provisions of this clause will continue to apply. 13.1.3 If the Tenant shall serve the Tenants Notice to purchase the Property the following conditions shall apply: 13.1.3.1 the estate and interest of the Landlord in the Property shall be sold subject to the Standard Commercial Property Conditions (Second Edition) so far as they are applicable to and not inconsistent with or varied (expressly or impliedly) by these conditions of sale; 13.1.3.2 the purchase shall be completed within 30 days after the date of the Tenant's Notice; 13.1.3.3 the purchase shall be effected by a contract for sale and transfer the form of which determined by the parties acting reasonably but so far as possible based on the contract for sale dated 14 June 2005 made between the Huntingdon Life Sciences Limited (1) and the Landlord (2); 13.1.3.4 the purchase of the Property shall be made with vacant possession (other than in respect of this lease) on completion and free of all financial charges; 13.1.3.5 the purchase shall be on the basis that the Landlord knows of no overidding interests (whether legal or equitable) or other encumbrances affecting the Landlord's estate and interest in the Property other than those disclosed in the Landlord's Notice; 13.1.4 If the Tenant does not serve the Tenant's Notice or complete the purchase within the 30 day period in accordance with this clause 13.1 the Tenant shall have no further rights in respect of the Property other than in respect of those rights provided for by this lease; 13.1.5 Where the Tenant does not serve a Tenants Notice pursuant to this clause 13.1 and the Landlord proceeds to deal with the Property the Tenant shall not interfere, impede or (whether by act or omission) do anything which would adversely affect the Landlord's marketing, and/or sale of the Property. 13.1.6 Where the Tenant does not serve a Tenant's Notice and the Landlord receives an offer to purchase the Property for a sum less than 5% less than the price stated in the Landlord's Notice, the Landlord shall not be permitted to dispose of the Property without first serving written notice of the price offered and terms agreed upon to the Tenant and in such case the Tenant shall have 15 days in which to confirm that it will purchase the Property upon those terms and for that price and in such circumstances clause 13.1.3 shall apply

PRE-EMPTION. 13.1.1 6.4.1 Any holder of Ordinary Shares who wishes to sell its Ordinary Shares (a "Vendor") shall give notice in writing to the Company and the other Shareholders of such wish (a "Transfer Notice") identifying: (a) the persons, to whom it proposes to sell its Ordinary Shares if they are not purchased by the other Shareholders pursuant to the provisions of this Clause 6 (the "Proposed Transferee"); (b) the name of the Proposed Transferee's ultimate parent company and controlling shareholders, if any; and (c) the Prescribed Price and other terms of the proposed sale. 6.4.2 The Landlord covenants with the Tenant that it Transfer Notice shall not during be effective if it does not contain the term information set out in clause 6.4. 1. The Transfer Notice shall constitute the Company as the Vendor's agent for the sale of this Lease allow a marketing for sale and/or a Disposition all, but not some only, of the whole or part of Ordinary Shares held by the Property unless it has first given at least 90 days prior written notice Vendor (the "the Landlord's NoticeSale Shares") to the Tenant that it proposes to do so, giving full other Shareholders at the Prescribed Price. The Transfer Notice shall be accompanied by the Vendor's share certificates (or an appropriate indemnity) and accurate particulars (save as hereinafter provided) may not be withdrawn. 6.4.3 Within 5 Business Days of receipt of the proposed terms under which Transfer Notice by the Landlord would agree to sell Company, the Property Company shall give notice in writing to the Tenant including other Shareholders specifying the number of Sale Shares and the Prescribed Price therefor and offering the Sale Shares for sale to the other Shareholders at the Prescribed Price. Such notice shall be accompanied by a proposed offering price for copy of the Property. 13.1.2 The Tenant Transfer Notice and shall require each other Shareholder to state in writing within 15 10 days of the date of the Landlord's Notice give to the Landlord written notice notice: ("the Tenant's Notice"a) that it wishes is willing to purchase a stated number of the Property on Sale Shares at the terms as set out in Prescribed Price; or (b) that it consents to the Landlords Noticesale of all of the Sale Shares within 10 days thereof to the Proposed Transferee at the Prescribed Price. If In the Tenant fails to serve a Tenant's Notice event that no notice is received within the aforementioned 15 said period of 10 days or notice(s) have been given pursuant to Clause 6.4.3(a) but not collectively in respect of all the Tenant shall be deemed not to intend to exercise its rights of pre-emption and the Landlord Sale Shares then all such other Shareholders shall be deemed to have complied served a notice pursuant to Clause 6.4.3(b) at the end of such 10 day period. 6.4.4 In the event that a notice is, or notices are, served pursuant to Clause 6.4.3(a) in respect of all of the Sale Shares the Company shall, by notice, allocate the Sale Shares to or amongst the other Shareholders in accordance with their willingness as stated in the notices given pursuant to that clause and (if more than one and in the event of competition) pro rata to the number of Shares for the time being held by them (but so that no such other Shareholder shall be obliged to purchase more than the Sale Shares so notified by it). Such Shareholders as aforesaid shall within 5 days thereafter complete the purchase from the Vendor of the Sale Shares so allocated to them at the Prescribed Price. The Vendor shall be bound to transfer the Sale Shares comprised in the notice to the other Shareholders at the Prescribed Price, and if it defaults in so doing the Company may receive the purchase money and the Directors (excluding any Director nominated by a defaulting Shareholder) may authorise some person to execute a transfer of the Sale Shares in accordance with the provisions hereunder aforesaid allocation in favour of the other Shareholders as aforesaid (the "Shareholder Purchasers") and the Company shall hold the purchase money in trust for the Vendor. The receipt by the Company of the purchase money shall be entitled a good discharge to proceed to deal with the Property during Shareholder Purchasers and after their name has been entered in the Company's register of members in exercise of the aforesaid power, the validity of the proceedings shall not be questioned by any person. If such purchase is not completed (for any reason other than the Vendor's default) within such period of 12 months after 5 days, then the expiration certificates and duly completed transfer in respect of the aforementioned 15 day period to serve a Tenant's Notice as it sees fit although it must not dispose of the Property for an amount less than 5% below the price offered Sale Shares shall be returned to the Tenant in the Landlord's notice Vendor and on terms no less beneficial to those offered to the Tenant and after the expiration of the 12 month period if there has been no disposal then the provisions of this clause will continue to applyClause 6.4.5 shall apply mutatis mutandis. 13.1.3 If 6.4.5 In the Tenant event that a notice is given or deemed to be given by the other Shareholders pursuant to Clause 6.4.3(b), the Vendor shall serve the Tenants Notice be at liberty to purchase the Property the following conditions shall apply: 13.1.3.1 the estate and interest sell all of the Landlord in the Property shall be sold subject to the Standard Commercial Property Conditions (Second Edition) so far as they are applicable to and not inconsistent with or varied (expressly or impliedly) by these conditions of sale; 13.1.3.2 the purchase shall be completed Sale Shares at any time within 30 3 days after the date of such notice (or, if no actual notice is given pursuant to Clause 6.4.3, the Tenant's expiry of the period of 5 days provided for under Clause 6.4.3) to the Proposed Transferee at the Prescribed Price and otherwise upon no more favourable terms than those offered to the other Shareholders and as stated in the Transfer Notice; 13.1.3.3 the purchase 6.4.6 All Ordinary Shares transferred pursuant to this Clause 6.4 shall be effected transferred legally and beneficially and free from all Encumbrances together with all rights, benefits and advantages attached thereto as at the date of the Transfer Notice except the right to any dividend declared but not paid prior to the date of the relevant Transfer Notice. 6.4.7 Immediately upon completion of the Transfer of any Ordinary Shares by a contract for sale and transfer any Shareholder pursuant to the form provisions of which determined this Clause 6.4 the Vendor shall procure the resignation of any Director appointed to the Board by the parties acting reasonably but so far as possible based on Vendor without any claim for damages or compensation for loss of office of any kind whatsoever. 6.4.8 The Principal Shareholders shall together procure that at all times during the contract for sale dated 14 June 2005 made between the Huntingdon Life Sciences Limited (1) and the Landlord (2); 13.1.3.4 the purchase of the Property shall be made with vacant possession (other than in respect continuation of this lease) on completion and free of all financial charges; 13.1.3.5 Agreement the purchase shall be on the basis that the Landlord knows of no overidding interests (whether legal or equitable) or other encumbrances affecting the Landlord's estate and interest in the Property other than those disclosed in the Landlord's Notice; 13.1.4 If the Tenant does not serve the Tenant's Notice or complete the purchase within the 30 day period Board acts in accordance with the provisions of this clause 13.1 the Tenant shall have no further rights in respect of the Property other than in respect of those rights provided for by this lease; 13.1.5 Where the Tenant does not serve a Tenants Notice pursuant to this clause 13.1 and the Landlord proceeds to deal with the Property the Tenant shall not interfere, impede or (whether by act or omission) do anything which would adversely affect the Landlord's marketing, and/or sale of the PropertyClause 6. 13.1.6 Where the Tenant does not serve a Tenant's Notice and the Landlord receives an offer to purchase the Property for a sum less than 5% less than the price stated in the Landlord's Notice, the Landlord shall not be permitted to dispose of the Property without first serving written notice of the price offered and terms agreed upon to the Tenant and in such case the Tenant shall have 15 days in which to confirm that it will purchase the Property upon those terms and for that price and in such circumstances clause 13.1.3 shall apply

PRE-EMPTION. 13.1.1 The Landlord covenants with 23.1 Should a SHAREHOLDER intend to dispose of its SHAREHOLDING UNIT, such SHAREHOLDER shall give notice in writing ("the Tenant that it transfer notice") to the other SHAREHOLDER (by either prepaid registered post or by personal delivery) of its desire to dispose of its SHAREHOLDING UNIT (which shall not during be indivisible as to the term shares and LOAN ACCOUNT). Thereupon the following terms and conditions shall apply:- 23.1.1 for a period of this Lease allow a marketing for sale and/or a Disposition 60 (sixty) days from the date of receipt of the whole or part of the Property unless it has first given at least 90 days prior written transfer notice ("the Landlord's Noticenotice date") ), the other SHAREHOLDER shall have the right and option to acquire the Tenant that it proposes to do so, giving full and accurate particulars SHAREHOLDING UNIT of the proposed terms under which the Landlord would agree to sell the Property to the Tenant including a proposed offering price for the Property. 13.1.2 The Tenant shall within 15 days giver of the date of the Landlord's Notice give to the Landlord written notice ("the Tenant's Noticetransferor") that it wishes to purchase upon the Property on following terms and conditions:- 23.1.1.1 the terms as set out value of, and accordingly the price payable for, the transferor's SHAREHOLDING UNIT shall be specified by the transferor in the Landlords Notice. If transfer notice together with any other terms or conditions applicable thereto and in the Tenant fails to serve a Tenant's Notice within absence of agreement, the aforementioned 15 days the Tenant value shall be deemed not the VALUATION; 23.1.1.2 the other SHAREHOLDERS shall have the right to intend acquire the transferor's SHAREHOLDING UNIT in the proportions pro rata to their own shareholdings in the COMPANY and if any one SHAREHOLDER declines to exercise its rights such right, the remaining SHAREHOLDERS may then acquire pro rata the whole of pre-emption the transferor's ; 23.1.1.3 notwithstanding anything set forth above, the other SHAREHOLDERS cannot acquire only a portion of the transferor's SHAREHOLDING UNIT, but must acquire the whole of it (as provided in 23.1.1.2 supra), and if the Landlord whole of it is not acquired by the other SHAREHOLDERS , then the other SHAREHOLDERS shall be deemed to have complied with elected not to acquire the provisions hereunder and transferor's SHAREHOLDING UNIT - by agreement between all the SHAREHOLDERS the transferor shall be entitled to proceed to deal with sell portion of its SHAREHOLDING UNIT and not necessarily the Property during whole of it; 23.1.1.4 the acquiring SHAREHOLDER/S shall within a period of 12 months after the expiration of the aforementioned 15 day period to serve a Tenant's Notice as it sees fit although it must not dispose of the Property for an amount less than 5% below the price offered to the Tenant in the Landlord's notice and on terms no less beneficial to those offered to the Tenant and after the expiration of the 12 month period if there has been no disposal then the provisions of this clause will continue to apply. 13.1.3 If the Tenant shall serve the Tenants Notice to purchase the Property the following conditions shall apply: 13.1.3.1 the estate and interest of the Landlord in the Property shall be sold subject to the Standard Commercial Property Conditions 30 (Second Editionthirty) so far as they are applicable to and not inconsistent with or varied (expressly or impliedly) by these conditions of sale; 13.1.3.2 the purchase shall be completed within 30 days after the date of the Tenantacquisition, pay the amount due by them/it in cash against transfer and cession of the transferor's NoticeSHAREHOLDING UNIT; 13.1.3.3 23.1.1.5 prior to the purchase transfer of the transferor's SHAREHOLDING to the acquiring SHAREHOLDER/S, the other shall be effected by a contract for sale and transfer (if possible) obtain the form discharge of which determined the transferor or its nominees from any liability under all or any guarantees, suretyships or indemnities (the guarantees) given or made by the parties acting reasonably but so far as possible based on the contract for sale dated 14 June 2005 made between the Huntingdon Life Sciences Limited (1) and the Landlord (2); 13.1.3.4 the purchase of the Property shall be made with vacant possession (other than in respect of this lease) on completion and free of all financial charges; 13.1.3.5 the purchase shall be on the basis that the Landlord knows of no overidding interests (whether legal transferor or equitable) or other encumbrances affecting the Landlord's estate and interest in the Property other than those disclosed in the Landlord's Notice; 13.1.4 If the Tenant does not serve the Tenant's Notice or complete the purchase within the 30 day period in accordance with this clause 13.1 the Tenant shall have no further rights its nominees in respect of the Property other than in respect of those rights provided for by this lease; 13.1.5 Where the Tenant does not serve a Tenants Notice pursuant to this clause 13.1 and the Landlord proceeds to deal with the Property the Tenant shall not interfere, impede or (whether by act or omission) do anything which would adversely affect the Landlord's marketing, and/or sale obligations of the PropertyCOMPANY. Should release of all such guarantees not be obtainable by the other , then on transfer of the transferor's the other SHAREHOLDER/S indemnify/ies the transferor against all claims of whatsoever nature and kind and howsoever arising, from any such guarantees. 13.1.6 Where 23.1.2.1 In the Tenant does event that the other SHAREHOLDERS do not serve a Tenantexercise the right to acquire the transferor's Notice and SHAREHOLDING UNIT , then at the Landlord receives an offer to purchase expiration of the Property for a sum less than 5% less than the price stated in the Landlord's Noticeaforesaid period of 60 (sixty) days, the Landlord transferor shall be entitled to dispose of its SHAREHOLDING UNIT to any outside party, but such disposition shall in no circumstances be on terms or at a price more favourable than those upon which the other SHAREHOLDERS could have acquired the said SHAREHOLDING UNIT, and such disposition shall be to an individual, firm or company acceptable to the other SHAREHOLDERS (which acceptance shall not be permitted Page 50 unreasonably withheld and the onus in this regard shall at all times rest on the transferor) and subject to such individual, firm or company (and which shall include all the directors and major shareholders thereof) binding himself to the terms and conditions hereof in substitution for the transferor. 23.1.2.2 In the event of the transferor deciding to dispose of its SHAREHOLDING UNIT to an outside person on terms and at a price more favourable than those upon which the Property without first serving other SHAREHOLDERS could have acquired its SHAREHOLDING UNIT , then the other SHAREHOLDERS shall have a further right and option to acquire the transferor's SHAREHOLDING UNIT at a price and on the terms offered by such bona fide outside party. Such further option shall be available for acceptance by the other SHAREHOLDERS for a period of 14 (fourteen) days from the date of receipt by the other SHAREHOLDERS of written notice from the transferor, which notice shall state the name of the price outside party and full details of all the other terms of acquisition offered by such outside party. 23.1.2.3 In the event of such transfer notice being given and terms agreed upon no sale eventuating to the Tenant other SHAREHOLDERS or the outside party within the time periods stated, then the transfer notice shall be deemed to have been withdrawn and in such case any Page 51 SHAREHOLDER desiring to dispose of its SHAREHOLDING UNIT shall be obliged to carry out the Tenant provisions of this agreement relative to the disposition of a SHAREHOLDING UNIT , de novo . 23.2 Should an application be made for the provisional or final liquidation of the estate of any SHAREHOLDER, it shall be deemed to have 15 days in which offered to confirm that it will purchase dispose of its SHAREHOLDING UNIT mutatis mutandis on the Property upon those same terms and for that price and in such circumstances clause 13.1.3 shall applyconditions

PRE-EMPTION. 13.1.1 The Landlord covenants with 19.1 Should a SHAREHOLDER intend to dispose of its SHAREHOLDING UNIT, such SHAREHOLDER shall give notice in writing ("the Tenant that it transfer notice") to the other SHAREHOLDER (by either prepaid registered post or by personal delivery) of its desire to dispose of its SHAREHOLDING UNIT (which shall not during be indivisible as to the term shares and LOAN ACCOUNT). Thereupon the following terms and conditions shall apply:- 19.1.1 for a period of this Lease allow a marketing for sale and/or a Disposition 60 (sixty) days from the date of receipt of the whole or part of the Property unless it has first given at least 90 days prior written transfer notice ("the Landlord's Noticenotice date") ), the other SHAREHOLDER shall have the right and option to acquire the Tenant that it proposes to do so, giving full and accurate particulars SHAREHOLDING UNIT of the proposed terms under which the Landlord would agree to sell the Property to the Tenant including a proposed offering price for the Property. 13.1.2 The Tenant shall within 15 days giver of the date of the Landlord's Notice give to the Landlord written notice ("the Tenant's Noticetransferor") that it wishes to purchase upon the Property on following terms and conditions:- 19.1.1.1 the terms as set out value of, and accordingly the price payable for, the transferor's SHAREHOLDING UNIT shall be specified by the transferor in the Landlords Notice. If transfer notice together with any other terms or conditions applicable thereto and in the Tenant fails to serve a Tenant's Notice within absence of agreement, the aforementioned 15 days the Tenant value shall be deemed not the VALUATION; 19.1.1.2 the other SHAREHOLDERS shall have the right to intend acquire the transferor's SHAREHOLDING UNIT in the proportions pro rata to their own shareholdings in the COMPANY and if any one SHAREHOLDER declines to exercise its rights such right, the remaining SHAREHOLDERS may then acquire pro rata the whole of pre-emption the transferor's SHAREHOLDING UNIT; 19.1.1.3 notwithstanding anything set forth above, the other SHAREHOLDERS cannot acquire only a portion of the transferor's SHAREHOLDING UNIT, but must acquire the whole of it (as provided in 19.1.1.2 supra), and if the Landlord whole of it is not acquired by the other SHAREHOLDERS, then the other SHAREHOLDERS shall be deemed to have complied with elected not to acquire the provisions hereunder and transferor's SHAREHOLDING UNIT - by agreement between all the SHAREHOLDERS the transferor shall be entitled to proceed to deal with sell portion of its SHAREHOLDING UNIT and not necessarily the Property during whole of it; 19.1.1.4 the acquiring SHAREHOLDER/S shall within a period of 12 months after the expiration of the aforementioned 15 day period to serve a Tenant's Notice as it sees fit although it must not dispose of the Property for an amount less than 5% below the price offered to the Tenant in the Landlord's notice and on terms no less beneficial to those offered to the Tenant and after the expiration of the 12 month period if there has been no disposal then the provisions of this clause will continue to apply. 13.1.3 If the Tenant shall serve the Tenants Notice to purchase the Property the following conditions shall apply: 13.1.3.1 the estate and interest of the Landlord in the Property shall be sold subject to the Standard Commercial Property Conditions 30 (Second Editionthirty) so far as they are applicable to and not inconsistent with or varied (expressly or impliedly) by these conditions of sale; 13.1.3.2 the purchase shall be completed within 30 days after the date of the Tenantacquisition, pay the amount due by them/it in cash against transfer and cession of the transferor's NoticeSHAREHOLDING UNIT; 13.1.3.3 19.1.1.5 prior to the purchase transfer of the transferor's SHAREHOLDING UNIT to the acquiring SHAREHOLDER/S, the other SHAREHOLDER/S shall be effected by a contract for sale and transfer (if possible) obtain the form discharge of which determined the transferor or its nominees from any liability under all or any guarantees, suretyships or indemnities (the guarantees) given or made by the parties acting reasonably but so far as possible based on the contract for sale dated 14 June 2005 made between the Huntingdon Life Sciences Limited (1) and the Landlord (2); 13.1.3.4 the purchase of the Property shall be made with vacant possession (other than in respect of this lease) on completion and free of all financial charges; 13.1.3.5 the purchase shall be on the basis that the Landlord knows of no overidding interests (whether legal transferor or equitable) or other encumbrances affecting the Landlord's estate and interest in the Property other than those disclosed in the Landlord's Notice; 13.1.4 If the Tenant does not serve the Tenant's Notice or complete the purchase within the 30 day period in accordance with this clause 13.1 the Tenant shall have no further rights its nominees in respect of the Property other than in respect of those rights provided for by this lease; 13.1.5 Where the Tenant does not serve a Tenants Notice pursuant to this clause 13.1 and the Landlord proceeds to deal with the Property the Tenant shall not interfere, impede or (whether by act or omission) do anything which would adversely affect the Landlord's marketing, and/or sale obligations of the PropertyCOMPANY. Should release of all such guarantees not be obtainable by the other SHAREHOLDER/S, then on transfer of the transferor's SHAREHOLDING UNIT the other SHAREHOLDER/S indemnify/ies the transferor against all claims of whatsoever nature and kind and howsoever arising, from any such guarantees. 13.1.6 Where 19.1.2.1 In the Tenant does event that the other SHAREHOLDERS do not serve a Tenantexercise the right to acquire the transferor's Notice and SHAREHOLDING UNIT, then at the Landlord receives an offer to purchase expiration of the Property for a sum less than 5% less than the price stated in the Landlord's Noticeaforesaid period of 60 (sixty) days, the Landlord transferor shall be entitled to dispose of its SHAREHOLDING UNIT to any outside party, but such disposition shall in no circumstances be on terms or at a price more favourable than those upon which the other SHAREHOLDERS could have acquired the said SHAREHOLDING UNIT, and such disposition shall be to an individual, firm or company acceptable to the other SHAREHOLDERS (which acceptance shall not be permitted unreasonably withheld and the onus in this regard shall at all times rest on the transferor) and subject to such individual, firm or company (and which shall include all the directors and major shareholders thereof) binding himself to the terms and conditions hereof in substitution for the transferor. 19.1.2.2 In the event of the transferor deciding to dispose of its SHAREHOLDING UNIT to an outside person on terms and at a price more favourable than those upon which the Property without first serving other SHAREHOLDERS could have acquired its SHAREHOLDING UNIT, then the other SHAREHOLDERS shall have a further right and option to acquire the transferor's SHAREHOLDING UNIT at a price and on the terms offered by such fide outside party. Such further option shall be available for acceptance by the other SHAREHOLDERS for a period of 14 (fourteen) days from the date of receipt by the other SHAREHOLDERS of written notice from the transferor, which notice shall state the name of the price outside party and full details of all the other terms of acquisition offered by such outside party. 19.1.2.3 In the event of such transfer notice being given and terms agreed upon no sale eventuating to the Tenant other SHAREHOLDERS or the outside party within the time periods stated, then the transfer notice shall be deemed to have been withdrawn and in such case any SHAREHOLDER desiring to dispose of its SHAREHOLDING UNIT shall be obliged to carry out the Tenant provisions of this agreement relative to the disposition of a SHAREHOLDING UNIT, de novo. 19.2 Should an application be made for the provisional or final liquidation of the estate of any SHAREHOLDER, it shall be deemed to have 15 days in which offered to confirm that it will purchase dispose of its SHAREHOLDING UNIT mutatis mutandis on the Property upon those same terms and for that price and in such circumstances clause 13.1.3 shall applyand

PRE-EMPTION. 13.1.1 The Landlord covenants with In the event that the Tenant that it shall not wishes to assign its interest in the Lease or underlet the Premises at any time during the term Term (save by way of permitted mortgage or charge to any bank or financial institution or by sharing occupation of the Premises in accordance with Clause 4.18.16 of this Lease) then the following provisions shall apply: 6.3.1 In such circumstances the Tenant shall serve on the Landlord a written notice to this effect (the “Sale Notice”) containing in full the terms on which the Tenant wishes to assign this Lease allow or as the case may be underlet the Premises, and offering to assign or underlet this Lease to the Landlord for the same consideration. 6.3.2 If the Landlord wishes to accept the offer made in the Sale Notice it will do so by serving on the Tenant a marketing for sale and/or a Disposition of the whole or part of the Property unless it has first given at least 90 days prior written notice ("the Landlord's “Acceptance Notice"”) to the Tenant that it proposes to do so, giving full and accurate particulars within 15 Working Days of receipt of the proposed terms under which Sale Notice by the Landlord would agree (the “Offer Period”). The Sale Notice will be deemed to sell have been received by the Property to Landlord two Working Days after service by post and the Tenant including a proposed offering price for the Property. 13.1.2 The Tenant shall within 15 days of next Working Day after service by hand. On the date of receipt by the Landlord's Tenant of the Acceptance Notice give (such notice will be deemed to have been received by the Tenant two Working Days after service by post and the next Working Day following service by hand) a binding contract shall then have been constituted between the Tenant and the Landlord for the assignment by the Tenant of its interest in this Lease or as the case may be the underletting by the Tenant of the Premises to the Landlord written notice ("the Tenant's Notice") that it wishes to purchase the Property on the terms as set out in the Landlords Sale Notice. . 6.3.3 If the Landlord does not serve an Acceptance Notice during the Offer Period, then the Tenant may at any time during the period of five (5) months from the date of expiry of the Offer Period (the “Transfer Period”) market the Lease or seek to underlet the Premises with a view to securing an offer from a bona fide arms-length third party. 6.3.4 If the Tenant fails secures an offer from a bona fide arms-length third party which is consistent with or in excess of the offer contained in the Sale Notice then, but strictly subject to serve a Tenant's Notice within the aforementioned 15 days other provisions of this clause 6.3 and the provisions of clause 4.18, the Tenant shall may assign its interest in this Lease or as the case may be deemed not underlet the Premises to intend to exercise its rights such third party at any time during the Transfer Period on the terms of pre-emption and such offer PROVIDED ALWAYS that the Landlord Transfer Period shall be deemed to have complied with the provisions hereunder and shall be entitled to proceed to deal with the Property during automatically extended by the period of 12 months after the expiration of the aforementioned 15 day period to serve a Tenant's Notice as it sees fit although it must not dispose of the Property for an amount less than 5% below the price offered equivalent to the Tenant in the Landlord's notice and on terms no less beneficial to those offered to the Tenant and after the expiration of the 12 month period if there has been no disposal then the provisions of this clause will continue to apply. 13.1.3 If the Tenant shall serve the Tenants Notice to purchase the Property the following conditions shall apply: 13.1.3.1 the estate and interest of the Landlord in the Property shall be sold subject to the Standard Commercial Property Conditions (Second Edition) so far as they are applicable to and not inconsistent with or varied (expressly or impliedly) by these conditions of sale; 13.1.3.2 the purchase shall be completed within 30 days after time elapsing between the date of the Tenant's Notice;’s application to the Landlord for consent to the assignment under clause 4.18 of this Lease and the date at which the Landlord formally responds to such application (whether by way of consent, refusal or request for further information). 13.1.3.3 6.3.5 If the purchase shall be effected by a contract for sale and transfer the form of which determined offer obtained by the parties acting reasonably Tenant is less than that contained in the Sale Notice but so far as possible based the Tenant wishes nevertheless to accept it, then the Tenant shall serve on the Landlord a further written notice (the “Further Sale Notice”) containing full details of such lower offer. If the Landlord wishes to accept the offer made in the Further Sale Notice it may do so by serving on the Tenant an Acceptance Notice within twelve (12) Working Days of the date of receipt by the Landlord of the Further Sale Notice. The Further Sale Notice will be deemed to have been received by the Landlord two Working Days after service by post and the next Working Day after service by hand. On the date of receipt by the Tenant of the Acceptance Notice (such notice will be deemed to have been received by the Tenant two Working Days after service by post and the next Working Day following service by hand or by confirmed fax) a binding contract for sale dated 14 June 2005 made shall then have been constituted between the Huntingdon Life Sciences Limited (1) Tenant and the Landlord (2); 13.1.3.4 for the purchase assignment by the Tenant of its interest in this Lease or as the case may be the underletting of the Property shall be made with vacant possession (other than in respect of this lease) on completion and free of all financial charges; 13.1.3.5 Premises by the purchase shall be Tenant to the Landlord on the basis that terms set out in the Further Sale Notice. 6.3.6 If the Landlord knows of no overidding interests (whether legal or equitable) or other encumbrances affecting the Landlord's estate and interest in the Property other than those disclosed in the Landlord's Notice; 13.1.4 If the Tenant does not serve the Tenant's an Acceptance Notice or complete the purchase within the 30 day period specified in accordance with clause 6.3.5 above following receipt of the Further Sale Notice, then the Tenant may at any time during the Transfer Period or a period of five months from the date of the Further Sale Notice (whichever period is longer), but strictly subject to the other terms and conditions of this clause 13.1 6.3 and of clause 4.18, assign its interest in this Lease or underlet the Premises to the relevant third party. 6.3.7 The procedure set out in this clause 6.3 will be repeated whenever the Tenant wishes to assign its interest in this Lease or underlet the Premises during the Term. 6.3.8 Whenever a binding contract for the sale of this Lease shall have no further rights in respect of the Property other than in respect of those rights provided for by this lease; 13.1.5 Where be constituted between the Tenant does not serve a Tenants Notice and the Landlord pursuant to this clause 13.1 and 6.3, the Landlord proceeds to deal with sale shall be governed by the Property the Tenant shall not interfere, impede or (whether by act or omission) do anything which would adversely affect the Landlord's marketing, and/or sale provisions of the Propertythen current conditions (special and general) of sale as recommended by the Law Society of Ireland (which expression shall include any substitute or successive body). 13.1.6 Where the Tenant does not serve a Tenant's Notice and the Landlord receives an offer to purchase the Property for a sum less than 5% less than the price stated in the Landlord's Notice, the Landlord shall not be permitted to dispose of the Property without first serving written notice of the price offered and terms agreed upon to the Tenant and in such case the Tenant shall have 15 days in which to confirm that it will purchase the Property upon those terms and for that price and in such circumstances clause 13.1.3 shall apply