Dated 28 April 2006 MEPC MILTON PARK NO. 1 LIMITED and MEPC MILTON PARK NO. 2 LIMITED and EVOTEC (UK) LIMITED and PATHEON UK LIMITED LICENCE TO ASSIGN relating to Unit 151 Milton Park Abingdon Oxfordshire

Exhibit 10.7

Dated 28 April 2006

MEPC XXXXXX XXXX NO. 1 LIMITED and

MEPC XXXXXX XXXX NO. 2 LIMITED

and

EVOTEC (UK) LIMITED

and

PATHEON UK LIMITED

LICENCE TO ASSIGN

relating to

Xxxx 000

Xxxxxx Xxxx

Xxxxxxxx Xxxxxxxxxxx

[bsdr solicitors] [miltonpark]

PARTICULARS
1		Date		:		28 April 2006
2		Parties		:
		Landlord		:		MEPC XXXXXX XXXX NO. 1 LIMITED (Company number 5491670) and MEPC XXXXXX XXXX NO. 2 LIMITED (Company number 5491806) both of whose registered offices are at 4th Floor Lloyds Xxxxxxxx 0 Xxxxxxxxx Xxxxxx Xxxxxx Xx 0XX
		Tenant		:		EVOTEC (UK) LIMITED (Company number 2674265) whose registered office is at 000 Xxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00 0XX
		Assignee		:		PATHEON UK LIMITED (Company number 3764421) whose registered office is at Xxxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxxx XX0 0XX
3		Lease
		Date		:		15 January 1996
		Parties		:		(1) Lansdown Estates Group Limited (2) The Tenant (then called Oxford Asymmetry Limited)
		Premises		:		Xxxx 000 Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx
		Term		:		25 years from 29 September 1995

THIS DEED made on the date and between the parties specified in the Particulars Witnesses as follows:

1 Definitions

In this Deed:

1.1 Landlord, Tenant, and Assignee mean the parties so named in the Particulars and include their successors in title;

1.2 Bank means The Governor and Company of the Bank of Scotland of whose registered office is at The Mound Xxxxxxxxx XX0 lYZ;

1.3 Clearing Bank means a shareholder in CHAPS Clearing Co. Limited;

1.4 Guarantee means a guarantee dated              2006 between (1) the Bank and (2) the Landlord;

1.5 Lease means the lease so referred to in the Particulars and includes documents supplemental to or entered into pursuant to it;

1.6 Lease Term means the term of years granted by the Lease;

1.7 Premises means the premises let by the Lease;

1.8 Principal Rent has the same meaning as is ascribed to that expression in the Lease;

1.9 VAT means Value Added Tax and any similar tax substituted for it;

1.10 1995 Act means the Landlord and Tenant (Covenants) Xxx 0000;

1.11 Obligations undertaken by more than one person are joint and several;

1.12 References to Costs include all liabilities, claims, demands, proceedings, damages, losses and proper costs and expenses.

2 Title

The reversion immediately expectant upon the Term is now vested in the Landlord and the benefit of the Lease remains vested in the Tenant.

3 Licence

The Landlord grants licence to the Tenant to assign the Lease to the Assignee.

4 Assignee’s Covenants

The Assignee covenants with the Landlord as from the date of the deed of transfer or assignment authorised by this Deed throughout the residue of the Lease Term or until released pursuant to the 1995 Act:

4.1 to pay all moneys payable under the Lease (including any arrears); and

4.2 to perform and observe the tenant’s covenants and conditions in the Lease; and

4.3 if the Guarantee shall end solely as a result of effluxion of time pursuant to the provisions of clause 3(a) of the Guarantee to procure that on or before 29 September 2011 (as to which time shall be of the essence) a guarantee or guarantees on the same terms as the Guarantee (mutatis mutandis) but for the unexpired residue of the Lease Term and in a sum equal to the aggregate of eighteen (18) months’ worth of Principal Rent for the time being payable under the Lease plus an amount equal to VAT at the standard rate for the time being thereon shall be issued in favour of the Landlord by a Clearing Bank; and

5 Contracts (Rights of Third Parties) Xxx 0000

A person who is not a party to this Licence has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Licence.

Executed by the parties as a Deed the day and year first before written.

EXECUTED AS A DEED BY MEPC		)
XXXXXX XXXX NO. 1 LIMITED		)
acting by a director and the company		)
secretary or by two directors		)
Director /s/ Xxxxx Xxxxxxx
Director/Company Secretary /s/ Xxxxx Xxxxxxx
EXECUTED AS A DEED BY MEPC		)
XXXXXX XXXX NO. 2 LIMITED		)
acting by a director and the company		)
secretary or by two directors		)
Director /s/ Xxxxx Xxxxxxx
Director/Company Secretary /s/ Xxxxx Xxxxxxx