CONFORMED COPY
DATED 14 June 2005
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(1) ALCONBURY PROPERTIES II LIMITED
(2) SERVICEPHARM LIMITED
(3) LIFE SCIENCES RESEARCH INC
LEASE
of Eye Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx XX00 0XX
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Commencing: 14 June 2005
Term of Years: 30
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Expires: 14 June 2035
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Rent (pound) p.a. subject to annual fixed increases
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CONTENTS
1 DEFINITIONS AND INTERPRETATION....................................1
2 DEMISE AND PREMISES...............................................5
3 TERM..............................................................6
4 RENT..............................................................7
5 TENANT'S COVENANTS................................................7
6 PROVISOS.........................................................27
7 TENANT'S EFFECTS.................................................32
8 LANDLORD'S COVENANTS.............................................33
9 GUARANTEE........................................................33
10 OPTION TO RENEW..................................................33
11 BUILDING ADDITION................................................34
12 CHANGE OF CONTROL................................................35
13 PRE-EMPTION......................................................35
00 XXXXXXXXX XX XXXXXXXX XXX XXXXXX XXX 0000 SECTIONS 24-28.........37
15 JURISDICTION.....................................................37
SCHEDULE 1................................................................38
Contractual Guarantee.....................................................38
SCHEDULE 2................................................................40
Authorised Guarantee Agreement............................................40
THIS LEASE is entered on the 14 June 2005 BETWEEN:-
(1) The Landlord: ALCONBURY PROPERTIES II LIMITED whose registered office is at
3rd Floor Xxxx Xxxxx Building Wickhams Cay 1 PO Box 362 Road Town Tortola
British Virgin Islands; and
(2) The Tenant: SERVICEPHARM LIMITED whose registered office is at Hollows Farm
Xxxxxxx Xxxx Xxxxxxxxx Xxxxxxxxxx Xxxxxxxxxxxxxx XX00 0XX a company
registered in England under number 5393793; and
(3) The Guarantor: LIFE SCIENCES RESEARCH INC a company registered and
incorporated under the laws of Maryland whose executive office is at XX Xxx
0000 Xxxxxxxx Xxxx Xxxx Xxxxxxxxx XX0 0000.
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this clause and in this lease the following expressions shall bear the
following meanings respectively:-
1.1.1 "Conduits" conduits, pipes, drains, sewers, soakaways, channels, culverts,
gutters, flues, ducts, wires, cables, aerials, optic fibres or other media
for the passage or transmission of water, soil, gas, air, smoke,
electricity, light, information or other matters and all ancillary
structures and equipment or any of them;
1.1.2 "the Construction Regulations" the Construction (Design and Management)
Regulations 1994 and all regulations and orders included by clause 1.2.7;
1.1.3 "Control" in relation to a body corporate, the power of a person to secure
that the affairs of the body corporate are conducted in accordance with the
wishes of that person:
(a) by means of the holding of shares, or the possession of voting power,
in or in relation to that or any other body corporate; or
(b) by virtue of any powers conferred by the constitutional or corporate
documents, or any other document, regulating that or any other body
corporate,
and a Change of Control occurs if a person who controls any body corporate
ceases to do so or if another person acquires control of it.
1.1.4 "Disposition" as defined under section 205 of the Law of Property Xxx 0000
but this term shall not include any (i) gifts, (ii) transfer of stock,
(iii) transfers by operation of law such as mergers, dissolutions or
reorganisations, (iv) transfers to an Associate of the Landlord, or (v)
involuntary transfers such as foreclosures, deeds in lieu of foreclosure,
court ordered liquidations, receiverships, sequestrations, custodianships,
bankruptcies or condemnations;
1.1.5 "Hazardous Materials" chemicals, pollutants, contaminants, wastes,
petroleum, petroleum products, pesticides, dangerous or noxious or
hazardous or toxic or carcinogenic or radioactive or explosive or
combustible or inflammable substances and materials including, in
particular but without limitation, the substances prescribed in Schedules
4, 5 and 6 of the Environmental Protection (Prescribed Processes and
Substances) Regulations 1991 and as specified in regulations made under
section 5 of the Planning (Hazardous Substances) Xxx 0000 or the
Notification of Installations Handling Hazardous Substances Regulations
1982 or the Control of Substances Hazardous to Health Regulations 1988 and
shall include any substances the presence of which may (alone or in
combination with other substances) give rise to pollution of the
environment as defined in section 1(3) Environmental Protection Act 1990 or
to the Premises being or becoming contaminated land as defined in section
78(2) Environmental Protection Xxx 0000;
1.1.6 "the Insured Risks" (subject to such exclusions and limitations as may be
imposed by the insurers and to the extent that insurance against such risks
may ordinarily and reasonably be arranged in the United Kingdom market with
an insurer of good repute) fire (including subterranean fire), earthquake,
bursting or overflowing of water tanks, apparatus or pipes, sprinkler
leakage, riot or civil commotion, strikes, labour or political disturbance,
damage by malicious persons, explosion (including explosion of boilers and
other heating apparatus), lightning, thunderbolt, xxxxx, xxxxxxx, flood,
impact by any road vehicle, aircraft, or other aerial device or articles
dropped therefrom (in time of peace), accidental damage to underground
pipes and cables, subsidence, heave and landslip;
1.1.7 "Interest" interest at the rate of four percentage points above the base
rate from time to time of National Westminster Bank Plc during the period
from the date on which the expenditure is incurred or from which the
interest is expressed to run to the date of payment as well before as after
any judgment and if such base rate shall for any reason cease to be used or
published then interest calculated by reference to such other comparable
commercial rate as the parties may agree or in default of agreement as may
be determined by an independent person to be nominated in the absence of
agreement by or on behalf of the President for the time being of the Royal
Institution of Chartered Surveyors on the application of the Landlord (and
the fees of such person including the cost of his appointment to be borne
equally by the Landlord and the Tenant);
1.1.8 "Landlord's Land" the Landlord's land at Occold Suffolk edged blue on the
Plan being the property registered at H.M. Land Registry with Absolute
Title number SK156408 and any modification of it whether by way of
extension or reduction and which shall include (inter alia where the
context so admits) all buildings and other structures on the Landlord's
Land from time to time and any additions and improvements to them and all
landlord's fixtures, fittings, plant, machinery, apparatus, equipment and
Conduits in or serving the Landlord's Land or any part of it (except those
of statutory undertakers) and all party structures, boundary walls,
railings and fences;
1.1.9 "the Landlord's Surveyor" any person (being an associate or fellow of the
Royal Institution of Chartered Surveyors) or firm (one at least of whose
members shall be so qualified) (whether or not an employee of the Landlord)
appointed by or acting for the Landlord to perform the function of a
surveyor for any purpose of this lease;
1.1.10 "Legal Requirements" all statutes, regulations and orders and all
requirements, directions, codes of practice, circulars and guidance notes
of or issued by any competent authority exercising powers under statute or
Royal Charter and all directly applicable EU law and case law;
1.1.11 "the Order" the Regulatory Reform (Business Tenancies)(England and Wales)
Order 2003;
1.1.12 "the Perpetuity Period" the period of 80 years from the commencement of
the term and this period shall for the purposes of this lease represent the
period specified by Section 1 of the Perpetuities and Accumulations Xxx
0000;
1.1.13 "the Plan" the plan or plans attached to this lease;
1.1.14 "the Planning Acts" the Town and Country Planning Xxx 0000, the Planning
(Listed Buildings and Conservation Areas) Xxx 0000, the Planning (Hazardous
Substances) Xxx 0000, the Planning (Consequential Provisions) Xxx 0000, and
all statutes referred to in any of them to the extent that they remain in
force and all statutes regulations and orders included by clause 1.2.7;
1.1.15 "the Premises" Xxx Xxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxx XX00 0XX delineated
by red edging on the Plan which shall include (inter alia where the context
so admits) any additions, improvements, fixtures and fittings, window
frames, glass, window furniture, sash cords, all doors, door frames, and
door furniture, sanitary apparatus and gas, electrical, water, heating,
ventilating, air conditioning and air handling installations, lifts,
boilers, plant, machinery, fire fighting or prevention equipment, roofs,
gutters, walls, fences, Conduits, stairs, passages and halls;
1.1.16 "the Registered Entries" all matters referred to in the property and
charges registers to title number SK156408 at the date of this lease copies
of which registers are annexed to this lease;
1.1.17 "VAT" Value Added Tax chargeable under the Value Added Tax Xxx 0000 or
under the Sixth Council Directive of the Council of the European
Communities (77/388/EC) or under any rule regulation order or instrument
authorised to be made by that Act or by that Directive or any identical or
substantially similar tax which may replace such Value Added Tax.
1.2 Interpretation
1.2.1 Wherever the context so admits, references in this lease to the Landlord
include the immediate reversioner for the time being and references in this
lease to the Tenant include the successors in title of the Tenant.
1.2.2 At any time when the Landlord, the Tenant or the Guarantor (if any)
comprise two or more persons such expressions shall include all or either
or any such persons and obligations expressed or implied to be made by or
with any of them shall be deemed to be made by or with such persons jointly
and severally.
1.2.3 References to any right exercisable by the Landlord shall where the
context so admits include the exercise of such right by any superior lessor
and all persons authorised by the Landlord or any superior lessor.
1.2.4 References in this lease to the term shall mean the term of years granted
by this lease and references in this lease to the contractual term shall
mean the term expressed to be granted by clause 3.
1.2.5 Any right in this lease to have access to or entry upon the Premises shall
be construed as extending to all persons authorised by the Landlord
including agents, professional advisers, contractors, workmen and others.
1.2.6.1 In any case in which the consent or approval of the Landlord is required
under this lease the giving of such consent or approval shall be
conditional upon the consent or approval of any superior lessor being
obtained so far as may be required and the Landlord shall at the request
and cost of the Tenant use reasonable endeavours to obtain any such
consents or approvals whenever they may be required.
1.2.6.2 Any consent or approval of the Landlord under this lease shall only be
valid if given by deed unless the Landlord has by express written waiver
dispensed with the requirement for a deed in any particular case or class
of cases.
1.2.7 Any reference in this lease to a statute or order or other Legal
Requirement shall include from time to time throughout the term any
statutory extension, modification, re-enactment or amendment of such
statute or order or Legal Requirement and any regulations and orders made
under them, but if this lease defines the permitted use of the Premises by
reference to the Town and Country Planning (Use Classes) Order 1987 the
reference shall be to that order in the form in which it is in force on the
date when this lease is entered.
1.2.8 Any covenant in this lease by the Tenant not to do an act or thing shall
be deemed to include an obligation not to agree or suffer such act or thing
to be done and to use reasonable endeavours to prevent such act or thing
being done by another person.
1.2.9 Any reference in this lease to development shall have the meaning given by
section 55 of the Town and Country Planning Xxx 0000.
1.2.10 Any reference in this lease to parting with possession shall be deemed to
include sharing possession or parting with or sharing occupation or holding
the Premises on trust for another.
1.2.11 Wherever the context so admits or requires references in this lease to
the Premises shall include any part of the Premises.
1.2.12 Headings of paragraphs and of schedules (if any) and the front cover and
contents section of this lease shall be deemed not to form part of this
lease and shall not be taken into account in the construction or
interpretation of this lease.
1.2.13 References in this lease to any clause, subclause or schedule without
further designation shall be construed as references to the clause or
subclause of or schedule to this lease so numbered.
1.2.14 References in this lease to this lease shall (except in the case of
references to the date of this lease or the date of entry into this lease)
be construed as a reference to this lease and any deed, licence, consent or
other instrument supplemental to this lease.
1.2.15 Any reference in this lease to landlord covenants, tenant covenants or an
authorised guarantee agreement shall have the same meaning as that given by
section 28(1) of the Landlord and Tenant (Covenants) Xxx 0000.
2 DEMISE AND PREMISES
2.1 The demise
The Landlord demises to the Tenant the Premises.
2.2 Ancillary Rights
The Landlord grants to the Tenant (in common with the Landlord and all
others entitled and insofar only as the Landlord is entitled to grant the
same and subject to any existing or future regulations made by the
Landlord) rights:-
2.2.1 of way on foot or with vehicles over the roads on the Landlord's Land and
on foot only over those areas designed for use by pedestrians only in the
Landlord's Land in each case for the purpose of obtaining access to and
from the Premises and without causing obstruction to others entitled to use
the same;
2.2.2 to the free passage of water, soil, gas, electricity and
telecommunications to and from the Premises through such of the Conduits as
are now or may within the Perpetuity Period be in, upon or under any other
part of the Landlord's Land and any neighbouring premises of the Landlord
all such rights to be so far as necessary for the enjoyment of the
Premises;
2.2.3 to enter the Landlord's Land in order to carry out repairs, rebuilt,
maintain buildings on the Premises, but only to the extent that such works
cannot be done on the Premises itself and those exercising such rights
given the Landlord at least 5 working days prior written notice (except in
emergency) and cause as little damage and interference to the Landlord or
an occupier of the Landlord's Land as reasonably possible, and make good
any damage caused as soon as reasonably possible to the reasonable
satisfaction of the Landlord or the occupier of the Landlord's Land;
2.2.4 to enter the Landlord's Land in order to connect to, maintain, repair,
renew or replace the Conduits which serve or are to serve the Premises
provided those exercising this right have given the Landlord or the
occupier of the Landlord's Land at least 5 working days prior written
notice (except in an emergency) and causes as little interference and
damage to the Landlord or an occupier of the Landlord's Land as reasonably
possible and make good any damage caused as soon as reasonably possible to
the reasonable satisfaction of the Landlord or the occupier of the
Landlord's Land.
2.3 Excepted and reserved rights
There are excepted and reserved from the demise, in favour of the Landlord
and all others now entitled or who may become entitled, rights:-
2.3.1 to the free passage of water, soil, gas, electricity and
telecommunications from and to any neighbouring premises through such of
the Conduits as are now in, upon or under the Premises or which may
subsequently be installed or constructed within the Perpetuity Period;
2.3.2 to light, air, support and protection such as are capable of being enjoyed
by any neighbouring premises of the Landlord;
2.3.3 to enter the Premises for the purposes and in the manner mentioned in this
lease but on the basis that the Landlord is to provide to the Tenant
(except in cases of emergency in which case the Landlord shall use
reasonable endeavours to comply with the remaining provisions of this sub
clause 2.3.3) one week before the rights of entry on to the Premises is due
to be exercised details about those entering the Premises so as to enable
the Tenant to carry out security checks on those individuals and the
Landlord agrees that the Tenant has the right to refuse entry to such
individuals if they fail the said security check in which case the Landlord
will provide a substitute and the verification process will be repeated and
further the Landlord shall ensure that any person entering the Premises
shall cause as little damage or inconvenience as possible and shall not
interfere with the business or goods of the Tenant or of the lawful
occupiers of the Premises and shall make good all damage thereby caused as
soon as reasonably possible and shall observe and perform the reasonable
regulations and security requirements provided by the Tenant; and
2.3.4 to enter the Premises at all times for any purpose including but not
limited to any redevelopment work to neighbouring premises and to connect
to maintain repair renew or replace Conduits at the Premises which serve
adjoining premises.
2.4 Subjections
The demise is made subject to:-
2.4.1 all easements and similar rights and privileges to which the Premises are
or may be subject;
2.4.2 the Registered Entries.
3 TERM
The term granted by this lease is thirty years commencing on 14 June 2005
("the Commencement Date") and ending on 13 June 2035.
4 RENT
4.1 Reserved rents
The rents reserved by this lease is:-
4.1.1 the yearly rent stated in or ascertained in accordance with clause 4.2;
4.1.2 any VAT chargeable on any of the rents reserved by the preceding
provisions of this clause 4.
4.2 Yearly Rent
The yearly rent payable during the Term will be in accordance with the
attached schedule of rents and paid in the manner and times provided for in
that schedule and in this lease.
5 TENANT'S COVENANTS
The Tenant covenants with the Landlord in the terms set out in this clause
5.
5.1 Rent payment
5.1.1 To pay the yearly rent stated in or ascertained in accordance with clause
4.2 without deduction or set-off by four equal payments in advance on or
before the usual quarter days (or such other days (not more than 4 in each
year and at least 2 months apart) as the Landlord may from time to time
require by not less than 3 months' notice to the Tenant) by (unless the
Landlord shall from time to time express a contrary requirement to the
Tenant in writing) banker's standing order (the first payment made on the
date of this lease being an appropriate proportion from the date of this
lease to the next quarter day after the date of this lease).
5.1.2 If and for so long as the amount of the yearly rent which the Tenant is
liable to pay shall be restricted by law, the Tenant shall instead of the
yearly rent pay the maximum amount of rent which such restriction may from
time to time allow.
5.2 Outgoings
To indemnify the Landlord during the term of this Lease against all
existing and future rates, taxes and outgoings payable for the Premises and
such proportion as shall (so far as concerns matters of fact) be
conclusively determined by the Landlord's Surveyor of those payable for the
Premises excluding any payable by the Landlord occasioned by receipt of the
rents or by any disposition of dealing with or ownership of any interest
reversionary to the interest created by this Lease.
5.3 Insurance
5.3.1 To keep the Premises insured at Lloyds or with an insurance company
previously approved by the Landlord (and for the avoidance of doubt the
Landlord approves the Tenant's current insurance arrangements a copy of
which is attached to this Lease and the Tenant covenants to at least
maintain that level of insurance coverage for the term) against loss or
damage by or in consequence of the Insured Risks (together with such other
risks as the Landlord shall in its reasonable discretion require the Tenant
to insure against) for an amount sufficient to meet all the expense of and
incidental to rebuilding and reinstating the Premises including cover for
demolition, site clearance, hoarding, propping and incidental expenses and
the fees of architects, surveyors, consulting engineers and solicitors
employed by the Landlord or by the Tenant in connection therewith and VAT
and (if the Landlord shall so require) to insure against payment of three
years' (or such longer period as the Landlord shall reasonably require)
actual or anticipated rent for the Premises and so that every policy of
such insurance shall be a policy not avoidable on account of the storing,
keeping or handling of petrol or any other inflammable substance on the
Premises or for any other reason in connection with the use of the Premises
and shall contain an express provision that if rebuilding and reinstatement
of the Premises shall be frustrated or otherwise impracticable the insurers
shall indemnify the Landlord and the Tenant on the basis of the loss in
value of their respective interests in the Premises.
5.3.2 To pursue diligently (in the case of damage or destruction by any of the
Insured Risks) the recovery of sums due from the insurer (in compliance
with the requirements of such insurer) and to:-
5.3.2.1 place those sums (when received from the insurers) on deposit with such
bank as the Landlord shall nominate in writing in an interest earning
account opened in the joint names of the Landlord and the Tenant, such sums
to be released (including the interest earned) to the extent authorised by
certificates issued by professionally qualified persons (independent of but
engaged by the Tenant) as the work of rebuilding or reinstatement
progresses;
5.3.2.2 apply for and use reasonable endeavours to obtain all necessary planning
permissions, building regulation consents and other licences and consents
("the rebuilding consents") other than in respect of those buildings on the
Premises which are identified in the schedule attached hereto and titled
"Old Buildings";
5.3.2.3 commence (subject to having obtained the rebuilding consents) the
rebuilding or reinstatement within whichever is the earlier of 12 months of
the happening of the damage or destruction and one month after the Landlord
shall have given notice requiring the Tenant to commence the rebuilding or
reinstatement other than in respect of those buildings on the Premises
which are identified in the schedule attached hereto and titled "Old
Buildings";
5.3.2.4 proceed with all reasonable speed to the completion of the rebuilding or
reinstatement in a good and substantial manner so as to comply with the
rebuilding consents and a set of plans and specifications to which the
Tenant shall have sought and obtained the Landlord's previous approval
(such approval not to be unreasonably withheld or delayed) (but not so as
to provide accommodation identical in layout to the Premises if it would
not be reasonably practicable to do so) other than in respect of those
buildings on the Premises which are identified in the schedule attached
hereto and titled "Old Buildings";
5.3.2.5 apply all moneys received under such insurance to effect such rebuilding
or reinstatement other than in respect of those buildings on the Premises
which are identified in the schedule attached hereto and titled "Old
Buildings"; and
5.3.2.6 make up any deficiency out of the Tenant's own money.
5.3.3 To produce evidence to the Landlord of the Tenant's insurance effected in
accordance with clause 5.3.1 whenever reasonably required by the Landlord.
5.3.4 To repay to the Landlord within 21 days of receiving a written demand with
Interest the cost to the Landlord of effecting the insurance described in
clause 5.3.1 if the Tenant shall have failed to insure or produce evidence
of that insurance but without obligation on the part of the Landlord to
effect that insurance.
5.3.5 To notify the Landlord as soon as reasonably possible after the Tenant
becomes aware of the same:-
5.3.5.1 of any reasonable matter (including but not limited to any conviction
judgment or finding of any court or tribunal relating to the Tenant or any
director officer or major shareholder of the Tenant) of such a nature as to
be likely to affect the decision of any insurer or underwriter to grant or
to continue insurance in respect of any of the Insured Risks with a
reputable insurance company or Lloyd's syndicate in either case independent
of the Tenant; and
5.3.5.2 if any event or thing happens in or relating to the Premises against
which the Premises are insured under the terms of this lease.
5.3.6 Not to knowingly do or omit anything whereby any policy of insurance on
the Premises may become void or voidable or otherwise prejudiced nor
(unless the Tenant shall have previously notified the Landlord and have
paid the increased premium) anything whereby abnormal or loaded insurance
premiums may become payable.
5.3.7 To comply at all times with the reasonable requirements of the insurers
relating to the Premises (provided the same have been notified to the
Tenant in writing where the Landlord insures the Premises under clause
5.3.4).
5.3.8 Not to effect any insurance of or relating to the Premises except that
provided for or referred to in this lease save that the Tenant may effect
insurance of loss of profit, tenant's fixtures, fittings, stock and other
comprehensive risks in such sums as the Landlord shall approve in relation
to any items forming part of the Premises.
5.3.9 If at any time the Tenant shall become entitled to the benefit of any
insurance proceeds (other than in respect of the matters referred to in
clause 5.3.8) in respect of the Premises (arising out of a policy which is
not effected or maintained in pursuance of any obligation contained in this
lease) to apply such proceeds in making good the loss or damage to which
those proceeds relate.
5.4 Waste and alterations
5.4.1 Not to make any addition to the Premises unless otherwise specified by
this clause 5.4.
5.4.2 The Tenant shall have the right to make any alterations or improvements to
existing buildings, whether structural or non-structural, without the prior
written consent of Landlord ("Alterations");
5.4.2.1 provided, however, that Tenant shall notify Landlord in writing of such
Alterations which are of a structural nature only at least two (2) months
prior to commencing work on such Alterations, and such notice shall
describe the work in detail, and confirm by a third party appraiser
satisfactory to Landlord (the Landlord acting reasonably) that no such
Alterations would damage or diminish the value of the Property or
Improvements.
5.4.2.2 Any such Alterations which are of a structural nature only shall be
subject, however, in all cases to the following:-
5.4.2.3 any Alteration (being of a structural nature only) shall be made with at
least two (2) months' prior notice to the Landlord, unless a governmental
authority requires otherwise or except in the case of an emergency, in
which case, Tenant shall give Landlord as much notice as is reasonably
practicable, accompanied by a copy of the proposed plans and specifications
in detail reasonably sufficient for Landlord to review same and shall be
made promptly at the sole cost and expense of the Tenant and in a good and
workmanlike manner and in compliance in all material respects with all
applicable laws, ordinances, codes, rules, regulations, permits and
authorizations promulgated or issued by any governmental authority having
jurisdiction thereof. Upon Landlord's request, to be made not more
frequently than once per calendar year, Tenant shall deliver to Landlord
"as-built" plans and specifications for any work theretofore completed. For
the avoidance of doubt no prior notification to the Landlord is needed in
the case of non-structural alterations (which includes the erection,
alteration and removal of internal demountable non-structural partioning)
carried out by the Tenant;
5.4.2.4 notice is hereby given that Landlord shall not be liable for any labor
or materials furnished to or for the Tenant. Furthermore, notice is hereby
given to Tenant and Tenant's mechanics, laborers and materialmen with
respect to the Property that no mechanic's, materialman's or laborer's lien
shall attach to or affect the reversion or other interest of Landlord in or
to the Property;
5.4.2.5 no Alteration shall, when completed, be of such a character as to render
the Property anything other than a complete, self-contained structural
unit, capable of being operated for the uses permitted herein;
5.4.2.6 all Alterations (of a structural nature only), including fixtures, work,
additions, improvements or equipment installed or made by Tenant, or at
Tenant's expense, upon or in the Property shall be the Property of
Landlord. Notwithstanding the foregoing, Landlord shall have the right and
privilege at any time up to three (3) months prior to the contractual
expiry date of this Lease (or within a reasonable time prior to the
termination of the term of this Lease, if termination is other than by the
scheduled expiration of the term), to provide written notice to Tenant that
any such Alteration of a structural nature shall be removed (the Landlord
exercising such right reasonably) in which event, Tenant shall, at its own
cost and expense and prior to the expiration of the term of this Lease,
remove the same in accordance with such reasonable request, and restore the
Property to its original condition, reasonable wear and tear and damage by
casualty or condemnation excepted; provided, however, at the time Tenant
submits the information to Landlord required pursuant to this clause 5.4
for a Tenant Alteration, Tenant shall have the right to submit a written
request to Landlord inquiring whether Landlord will require the removal of
the Alteration at the expiration or termination of this Lease. If Tenant
fails to so remove and restore, Landlord shall have the right to remove
such property and to dispose of the same and to restore the Property
without accountability to Tenant, and at the sole cost and expense of
Tenant. In the event of any physical damage to the Property as a result of
the removal of such property, Tenant shall as soon as reasonably possible
repair such physical damage or, in default thereof, shall within 21 days of
receiving a written request reimburse Landlord for Landlord's reasonable
and proper costs and expenses in repairing such physical damage, and the
provisions of this sentence shall survive the expiration of the term of
this Lease. All personal property and moveable equipment owned by Tenant
upon or in the Property shall remain the property of Tenant unless Tenant
fails to remove such personal property or equipment upon termination of
this Lease or surrender by Tenant of the Property to Landlord, all in
accordance with the provisions set forth above with respect to removals at
Landlord's request;
5.4.2.7 in no manner interfering with the exercise of any right of any third
party referred to in the Registered Entries;
5.4.2.8 and causing as little physical damage, disturbance and interference to
the Landlord, and as is reasonably possible and making good any physical
damage caused as soon as reasonably possible and to the reasonable
satisfaction of the Landlord.
5.4.3 The Landlord grants the Tenant a right to demolish those buildings on the
Premises and which are identified in the schedule attached hereto and
titled "Old Buildings" the Tenant having first given three months prior
written notice to the Landlord indicating its intention to exercise such a
right.
5.5 Repairs
5.5.1 To keep the whole of the Premises clean and tidy and clear of rubbish and
in good and substantial repair and as often as may be necessary to rebuild,
reinstate or replace the Premises notwithstanding that the need for such
rebuilding, reinstatement or replacement may be due to some inherent defect
therein and so that the Tenant's liability shall not be limited by the age
or state of the Premises. However the Landlord agrees that the repairing
and dilapidation obligations provided for in this clause 5.5 will not apply
to those buildings on the Premises identified by the schedule annexed to
this lease and titled "Old Buildings" albeit that the Tenant must keep such
buildings in such reasonable condition so that they are not hazardous to
occupiers of the remaining parts of the Premises or to neighbouring owners
or occupiers and do not become a visible blight on the Premises
5.5.2 To repair any physical damage caused to the Premises and to indemnify the
Landlord against the loss (which shall in any event be no more than that
amount successfully claimed from the Tenant's Insurers) suffered by the
Landlord arising from the bursting, overflowing or obstruction of any part
of the water, sanitary or heating installations within the Premises.
5.5.3 To keep all windows and glass of the Premises clean both inside and
outside and unobstructed.
5.5.4 To keep in good and safe repair all Conduits and meters exclusively
serving the Premises and to indemnify the Landlord and its tenants against
all liability howsoever arising from any failure to repair or the misuse or
overloading of such Conduits provided always that such liability will in
any event be limited to the amount that can be successfully claimed from
the Tenants Insurers.
5.5.5 To repair or replace immediately by articles of a similar kind and quality
any lessor's fixtures, fittings, lifts, boilers, plant machinery or
equipment on or in the Premises needing repair or replacement.
5.5.6 To keep all rubbish and waste enclosed in suitable receptacles situated in
such areas as may be agreed between the Landlord and Tenant from time to
time.
5.5.7 To give notice to the Landlord as soon as reasonably possible upon
becoming aware of any material defects in the Premises.
5.6 Decoration
5.6.1 In this clause 5.6 decorate shall mean paint, repaper or otherwise treat
as the case may be all surfaces usually or requiring to be so treated,
having first prepared such surfaces by stripping off, stopping and priming
as may be necessary, and wash down all washable surfaces and restore point
and make good all brickwork stucco and stonework where necessary , all
decoration being carried out well and substantially with good quality
materials and where painting is involved three coats being applied to the
outside and two coats to the inside.
5.6.2 To decorate the outside and inside of the Premises in 2010 and in every
fifth year afterwards and in the last three months of the term whenever
determined (but not those buildings on the Premises identified on the
schedule annexed to this lease and titled "Old Buildings") the decoration
whenever it differs from the present colour or type to be in a colour and
type previously approved in writing by the Landlord's Surveyor (such
approval not to be unreasonably withheld or delayed).
5.6.3 Not without the consent of the Landlord, such consent not to be
unreasonably withheld or delayed to alter, cover-up or change any part of
the architectural decorations or the external colour of the Premises.
5.7 Yielding up
At the expiry or sooner determination of the term to deliver up the
Premises clean and in repair and decorated in accordance with this lease
(acknowledgement given by the Landlord to the fact that in the case of
those buildings on the Premises which are listed in the Schedule titled
"Old Buildings" that the repairing obligation is less than those for other
buildings on the Premises which are not listed on such a Schedule) having
first replaced any landlord's fixtures and fittings which may be worn,
missing or damaged with articles of a similar kind and quality and having
made good any material physical damage resulting from the removal of any
tenant's fixtures, fittings, fascia or signs.
5.8 Use
5.8.1 Not to use the Premises other than (so far as concerns the buildings
erected upon the Premises) for science research and development or for
business purposes within the meaning of class B1 of the Town and Country
Planning (Use Classes) Order 1987 ("the Order") for general industrial
purposes within the meaning of class B2 of the Order.
5.8.2 Not to do on the Premises anything which may be a significant nuisance or
annoyance or cause danger, injury or damage to the Landlord or any
neighbouring owner or occupier.
5.8.3 Not to use the Premises for any noxious, noisy, offensive or dangerous
trade, business or pursuit nor for any illegal or immoral act or purpose
nor as a betting shop, sex shop, amusement arcade or leisure centre nor as
a restaurant, snack bar or for catering of any description other than in
respect of a staff cafeteria at the premises used by the Tenant and its
employees only and not to allow on the Premises any Hazardous Materials
(except for material used by the Tenant as part of the use of the Premises
permitted by this lease and stored in accordance with all applicable Legal
Requirements).
5.8.4 Not to use on the Premises:-
5.8.4.1 any machine other than normal machines associated with the business
carried on by the Tenant which in suitable cases shall be rubber or
otherwise mounted so as to minimise noise and vibration;
5.8.4.2 any machinery or sound reproduction amplifying equipment which shall be
noisy or cause vibration or flashing lights or be a nuisance to the
Landlord or the owners or occupiers of adjoining or neighbouring premises;
or
5.8.4.3 any machine which knowingly creates any electrical disturbance outside
the Premises.
5.8.5 Not to do anything which imposes an excessive load or strain on the
Premises or which may cause structural damage.
5.8.6 Not to reside or sleep on the Premises.
5.8.7 Not to knowingly discharge anything into the Conduits serving the Premises
which will or may be corrosive or harmful or which may cause any
obstruction or deposit therein.
5.8.8 Not to leave the Premises continuously unoccupied for more than one month
(save in the case of damage by any of the Insured Risks or by some other
cause wholly outside the control of the Tenant) and if otherwise the
Premises are continuously unoccupied for more than one month with the
Landlord's prior consent (which consent shall be within the Landlord's
absolute discretion) to provide such security and caretaking arrangements
as are necessary to give the Premises reasonable protection from vandalism,
theft or unlawful occupation and if the insurance premiums payable in
respect of any adjoining or neighbouring premises are increased by reason
of the Premises being unoccupied to pay to the Landlord on demand all such
increased premiums.
5.9 Assignments
5.9.1 Not to assign part only of the Premises; or
5.9.2 Not to assign the whole of the Premises without first:-
5.9.2.1 obtaining the consent of the Landlord which shall not be unreasonably
withheld or delayed;
5.9.2.2 satisfying, both at the date when the application for consent to assign
is made and continuously until such consent is given, the circumstances
specified for the purposes of section 19(1A) of the Landlord and Xxxxxx Xxx
0000 and set out in clause 5.9.3;
5.9.2.3 complying with such of the conditions specified for the purposes of
section 19(1A) of the Landlord and Xxxxxx Xxx 0000, and set out in clause
5.9.4, as the Landlord may impose; and
5.9.2.4 the period of 3 years from the date hereof expiring (and for the
avoidance of doubt there is an absolute prohibition against assignment of
the whole of the Premises during the first 3 years of the term).
5.9.3 The circumstances referred to in clause 5.9.2.2 are that:-
5.9.3.1 no sum due from the Tenant under this lease remains unpaid;
5.9.3.2 in the Landlord's reasonable opinion the assignee is a person who is
likely to be able both to comply with the tenant covenants of this lease
and to continue to be such a person following the assignment;
5.9.3.3 (without prejudice to clause 5.9.3.2) in the case of an assignment of
the whole Premises to a company which is in the same group (within the
meaning of section 42 of the Landlord and Tenant Act 1954) as the Tenant,
in the Landlord's reasonable opinion the assignee is a person who is, and
will remain, no less likely to be able to comply with the tenant covenants
of this lease than the Tenant making the application for the licence to
assign (which likelihood is adjudged by reference in particular to the
financial strength of that Tenant aggregated with that of any guarantor and
the value of any other security for the performance of the tenant covenants
of the lease when assessed at the date of the grant or (where the Tenant is
not the person to whom this lease was originally granted) the assignment of
the Lease to that Tenant);
5.9.3.4 where the assignee or any guarantor for the assignee (other than any
guarantor under an authorised guarantee agreement) has the benefit of state
or diplomatic immunity that assignee or guarantor is the government of the
United Kingdom, a department of that government or one of Her Majesty's
Secretaries of State; and
5.9.3.5 where the assignee or any guarantor for the assignee (other than any
guarantor under an authorised guarantee agreement) is a corporation
registered outside England and Wales it is registered in (or, otherwise, is
resident in) a jurisdiction in which the order of a court obtained in
England and Wales will be enforced against the assignee or guarantor
without any consideration of the merits of the case.
5.9.4 The conditions referred to in clause 5.9.2.3 are that:-
5.9.4.1 if so reasonably required by the Landlord the assignee shall upon or
before any assignment and before taking occupation procure one or more
guarantors reasonably acceptable to the Landlord who shall covenant by way
of indemnity and guarantee (if more than one jointly and severally) with
the Landlord in the terms set out in schedule 1 (with such amendments as
the Landlord may reasonably require);
5.9.4.2 before either the assignee or any guarantor for the assignee has become
contractually bound to take the assignment of this lease or to give a
guarantee (as the case may be) the Landlord has served a notice in a form
complying with the requirements of schedule 1 of the Order on:-
5.9.4.2.1 the assignee relating to the lease which the assignee might be obliged
to take pursuant to schedule 2; and
5.9.4.2.2 any guarantor relating to the lease which the guarantor might be
obliged to take pursuant to schedule 1 of this lease; and
5.9.4.2.3 any guarantor relating to the lease which the guarantor might be
obliged to take pursuant to an obligation in substantially the same terms
as schedule 2 of this lease which may be contained in the lease referred to
in clause 5.9.4.2.2;
5.9.4.3 before either the assignee or any guarantor for the assignee has become
contractually bound to take the assignment of this lease or to give a
guarantee (as the case may be) the assignee and the guarantor have made
declarations or statutory declarations in response to the notice referred
to in clause 5.11.4.3 relating to the relevant lease in a form complying
with schedule 2 of the Order;
5.9.4.4 upon or before any assignment the Tenant making the application for the
licence to assign shall give to the Landlord all necessary details of any
works carried out to the Premises for the health and safety file required
to be maintained under the Construction Regulations; and
5.9.4.5 if at any time prior to the assignment the circumstances (or any of
them) specified in clause 5.9.3 are no longer satisfied the Landlord may
revoke the licence by written notice to the Tenant.
5.10 Underletting and parting with possession
5.10.1 Not (save for an underletting in accordance with the provisions of
clauses 5.10.2 and 5.10.3 and a parting with possession in accordance with
clause 5.10.6) to underlet or part with the possession of the whole or any
part of the Premises.
5.10.2 Not to underlet the Premises except as a whole and only after the expiry
of 3 years commencing from the date hereof and after obtaining the consent
of the Landlord which shall not be unreasonably withheld and producing to
the Landlord in advance of the grant of the underlease (or, if earlier, in
advance of entering into any prior agreement for the underlease) such
evidence as the Landlord may reasonably require to show that the provisions
of sections 24-28 of the Landlord and Xxxxxx Xxx 0000 have been validly
excluded together with an undertaking by the Tenant not to release the
intended underlessee from or otherwise waive or modify that agreement. [
5.10.3 Notwithstanding the foregoing provisions of this clause 5.10 not to grant
an underlease of the Premises (whether mediate or immediate) unless:-
5.10.3.1 the rent reserved by that underlease shall be at a rent which at the
date of the grant of that underlease is equal to the rent reserved by this
lease;
5.10.3.2 that underlease is granted on or subject to terms which do not require
the payment of any fine or premium or reverse premium or the granting by
the relevant underlessor of any rent free period in excess of three months;
and
5.10.3.3 on or before the grant of that underlease the relevant underlessee
shall deliver to the Landlord a covenant by the relevant underlessee with
the Landlord to observe and perform during the period when the underlessee
is bound by the tenant covenants of the underlease the tenant covenants
contained in:-
5.10.3.3.1 this lease (except the covenant to pay the rent reserved by this
lease); and
5.10.3.3.2 that underlease;
5.10.3.4 if the Landlord shall reasonably require it on or before the grant of
that underlease one or more guarantors reasonably acceptable to the
Landlord shall covenant by way of indemnity and guarantee (if more than one
jointly and severally) with the Tenant and the Landlord in the terms set
out in schedule 1 adapted to suit the circumstances in which the guarantee
is given and with such other amendments as the Landlord may reasonably
require;
5.10.3.5 that underlease imposes upon the relevant underlessee covenants
conditions and provisions (which the Tenant covenants with the Landlord to
operate and enforce):-
5.10.3.5.1 for re-entry by the relevant underlessor on breach of any covenant by
the relevant underlessee;
5.10.3.5.2 no less onerous than those imposed upon the Tenant by or pursuant to
this lease (except the covenant to pay the rent reserved by this lease);
5.10.3.5.3 prohibiting the relevant underlessee from doing or allowing any act
or thing on or in relation to the Premises inconsistent with or in breach
of the covenants and conditions imposed upon the Tenant by or pursuant to
this lease;
5.10.3.5.4 restricting assignment, underletting and parting with possession in
terms similar to those contained in this lease and upon the basis that the
Landlord as well as the relevant underlessor shall have the right to
approve of permissible dealings and to require direct covenants and
guarantees;
5.10.3.5.5 requiring on each assignment of that underlease that the assignor of
the underlease enters into an authorised guarantee agreement in favour of
the Landlord in the terms set out in schedule 2 of this lease adapted to
suit the circumstances in which the guarantee is given and with such other
amendments as the Landlord may reasonably require; and
5.10.3.5.6 requiring the relevant underlessee to indemnify the Landlord against
any compensation payable pursuant to statute by the Landlord to any person
deriving title to the whole or part of the underlet premises through or
under the relevant underlessee upon that person quitting where such
compensation would not have been payable by the Landlord if the person
quitting had been the lessee under a lease granted by the Landlord
containing a clause in the form of clause 6.5;
5.10.3.6 the property to be underlet falls wholly within the Premises as
comprised within this lease and does not include any property or any right
over any property which is not demised by this lease; and
5.10.3.7 that underlease is otherwise in a form approved by the Landlord (such
approval not to be unreasonably withheld or delayed).
5.10.4 Not to vary the terms or accept any surrender of any underlease except
after obtaining the consent of the Landlord which shall not be unreasonably
withheld.
5.10.5 Not to take any step (whether before or after the granting of any
underlease) which would prevent the Landlord exercising any statutory right
which the Landlord may at any time have in respect of any underlease
whether in relation to the power to collect underlease rents or otherwise.
5.10.6 Not to part with possession of the Premises except (after obtaining the
consent of the Landlord which shall not be unreasonably withheld or
delayed) by means of sharing occupation of the Premises with any company
which is throughout the period of such sharing a member of the same group
as the Tenant (within the meaning of Section 42 of the Landlord and Tenant
Act 1954) or is a supplier to the business carried on by the Tenant at the
Property and without permitting any relationship of landlord and tenant to
be created by the sharing.
5.11 Charging
5.11.1 Not to charge part only of the Premises.
5.11.2 Not to charge the whole of the Premises without the consent of the
Landlord which shall not be unreasonably withheld or delayed.
5.12 Registration and information
5.12.1 Within one month after any assignment, charge, underlease,
sub-underlease, parting with possession or any transmission or other
devolution of an interest in the Premises or any part of the Premises to
leave with the Landlord's solicitors two certified copies of the document
effecting such transaction or (if the Landlord shall so accept in the
alternative) a memorandum giving full details of the terms of such
transaction and to pay to the Landlord's solicitors a fee of (pound)25 or
such larger sum as the Landlord's solicitors shall reasonably require.
5.12.2 At the request of the Landlord from time to time to supply full details
of:-
5.12.2.1 the character of the use of the Premises; and
5.12.2.2 any occupiers of the Premises and of the terms of any such occupations
including any rents or payments in the nature of rent currently payable by
any such occupiers and any provisions for the review of such rent.
5.13 Entry to remedy breach of covenant
5.13.1 To permit the Landlord after prior notice (or without notice in the case
of emergency) to enter the Premises (without obligation to pay compensation
to the Tenant) for the purpose of:-
5.13.1.1 viewing and recording their state and condition;
5.13.1.2 preparing a notice identifying any breaches of the Tenant's covenants
and requiring the Tenant to remedy them;
5.13.1.3 remedying any breach of covenant for which the Tenant is liable
(without prejudice to the Tenant's liability for such breach); or
5.13.1.4 taking any steps which the Landlord reasonably considers necessary
because the Premises are vacant for example (but without limitation)
securing the Premises against unlawful occupation or vandalism, putting the
Premises into a safe, clean and tidy state, boarding or whitewashing the
windows or placing a display or a sign or signs in the windows (but without
any obligation on the Landlord to do so and without prejudice to any
liability of the Tenant).
5.13.2 If the Landlord has given notice before expiry of the term of any breach
of covenant relating to the state and condition of the Premises for which
the Tenant is liable:-
5.13.2.1 to start the necessary remedial work within 30 days of the date of the
notice or such longer period as is reasonable given the nature of the
remedial works;
5.13.2.2 to proceed diligently and without interruption to complete the work;
and
5.13.2.3 to complete the work within such period or periods (which may continue
after the expiry of the term) as the Landlord may specify in the notice
(the Landlord acting reasonably) (or any longer period which the Landlord
may allow the Tenant) provided that where any period continues after the
expiry of the term, the Landlord must allow the Tenant reasonable access to
the Premises for the carrying out of the work.
5.13.3 If the Tenant does not comply with clause 5.13.2 (whether the failure is
to start the work, to proceed diligently with the work or to complete the
work) then, without prejudice to the Tenant's liability for any breach of
covenant:-
5.13.3.1 to allow the Landlord to enter the Premises and carry out the work in
default; and
5.13.3.2 to pay within 21 days of receiving a written demand on a full indemnity
basis and as a debt due all reasonable and proper costs and expenses
(including fees of professional advisers) in connection with carrying out
the work in default the Landlord having provided a detailed breakdown of
such costs and expenses.
5.13.4 In any event to pay on demand on a full indemnity basis and as a debt due
all reasonable and proper costs and expenses (including fees of
professional advisers and, where the term has expired, loss of rent for the
period from the expiry of the term until completion of the works at the
rate payable immediately before the expiry of the term) arising from or in
connection with the preparation and service of any such notice.
5.14 Inspection
To permit the Landlord after reasonable prior notice (or without notice in
the case of emergency) to inspect the Premises for any purpose.
5.15 Entry for repairs, etc.
To permit the Landlord after not less than 1 weeks notice given by the
Landlord to the Tenant (or at any time in an emergency) to enter the
Premises without obligation to pay compensation to the Tenant but subject
to the person exercising such right acting in a reasonable manner and if it
shall be reasonable so to do making good any damage caused to the Premises
without unreasonable delay:-
5.15.1 in connection with the maintenance, repair, alteration or development in
accordance with clause 6.4 of, or the connecting up of Conduits to, the
remainder of any neighbouring premises or anything serving or running
through the Premises or any neighbouring premises;
5.15.2 to exercise a right, or to comply with an obligation of repair,
maintenance or renewal under this lease; or
5.15.3 to comply with any requirements of any competent authority or any third
party having legal rights over the Premises or any neighbouring premises.
5.16 On re-letting or sale of reversion
To allow the Landlord upon reasonable notice and in any event subject to
the Tenants security policy to enter the Premises when the Landlord
reasonably foresees the prospect of re-letting the Premises or at any time
when the Landlord wishes to sell the reversion in order to fix upon the
Premises a noticeboard for the reletting or the sale of the Premises which
shall not be removed or obscured but which shall not be fixed in such a
position as to interfere with the Tenant's business and also for the
purposes of showing prospective purchasers or tenants around the Premises
at reasonable times during the day.
5.17 Compliance with Legal Requirements
5.17.1 To comply in all respects with the provisions of all Legal Requirements
for the time being in force relating to the Premises.
5.17.2 Not to do or omit on or about the Premises any act or thing by reason of
which the Landlord may under any Legal Requirement incur or have imposed
upon it or become liable to pay any levy, penalty, damages, compensation,
costs, charges or expenses and so far as the law allows to indemnify the
Landlord against all such liability and in particular (but without
prejudice to the generality of the foregoing) against any liability under
the Xxxxxxxxx Xxx 0000, the Offices Shops and Railway Premises Xxx 0000,
the Fire Precautions Xxx 0000, the Health and Safety at Work etc. Xxx 0000,
the Control of Pollution Xxx 0000 and the Environmental Protection Act 1990
relating to the Premises to the extent that such liability is attributable
to the negligent acts or omissions of the Landlord its servant and agents.
5.18 Expenses and rent loss
5.18.1 To pay to the Landlord or (as the case may be) any superior lessor, any
mortgagee or their or the Landlord's respective professional advisers, as a
debt due, all reasonable and proper costs and expenses properly and
reasonably incurred by them in connection with:-
5.18.1.1 any material breach of covenant by the Tenant (including any reasonable
and proper costs and expenses incurred in remedying the breach of
covenant);
5.18.1.2 any notice requiring the Tenant to remedy a material breach of any of
the Tenant's covenants;
5.18.1.3 the preparation and service of a schedule of dilapidations during or 2
months after the end of the term but if after the expiration of the Term
only in respect of wants of repair occurring during the Term ;
5.18.1.4 any consent applied for under this lease unless the consent is withheld
unreasonably or delayed; and
5.18.1.5 any request by the Tenant relating to the Premises (including where
appropriate the approval of plans and specifications, the inspection of
works and the issue of any certificate in respect thereof).
5.18.2 To pay to the Landlord a sum equal to rent at the rate payable by the
Tenant immediately before the expiry or sooner determination of the term
for the period which it would reasonably take to put the Premises into the
state and condition in which they ought to have been if the Tenant had
performed its obligations under this lease at the date upon which the term
shall expire or determine less any income of the Landlord from the Premises
during that period.
5.19 Town planning
5.19.1 After the expiry of 3 years commencing from the date hereof not to apply
for planning permission for the Premises without the Landlord's prior
consent which shall not be unreasonably withheld or delayed and for the
avoidance of doubt during the first 3 years of the term of this lease the
Tenant may apply for planning permission for the Premises without having to
seek Landlord's prior written consent however the Tenant must notify the
Landlord of its application and plans and keep the Landlord regularly
informed of how the application is progressing and provide a copy of all
decisions made to the Landlord as soon as reasonably possible and to notify
the Landlord of its intention to implement the planning permission obtained
(if any). The Landlord's prior consent is not required in respect of a
planning permission sought in relation to the exercise of the right
contained in clause 5.4.3 of this lease.
5.19.2 If the Landlord attaches reasonable conditions to any consent referred to
in clause 5.19.1 not to apply for any relevant planning permission except
in accordance with those conditions.
5.19.3 If the Tenant has not obtained the decision of the relevant planning
authority within one year of the Landlord's consent under clause 5.19.1 the
Landlord may by notice revoke such consent and the Tenant shall immediately
withdraw the relevant application.
5.19.4 At all times during the term to comply with the provisions and
requirements of the Planning Acts and of any planning permissions (and the
conditions thereof) relating to or affecting the Premises.
5.19.5 Subject to clause 5.19.1 as often as necessary at the Tenant's expense to
obtain and if appropriate renew all necessary planning permissions and
serve all necessary notices required for the carrying out by the Tenant of
any operations or the commencement or continuance by the Tenant of any use
on the Premises constituting development.
5.19.6 To pay and satisfy any charge imposed under the Planning Acts for any
development by the Tenant at the Premises.
5.19.7 In the event that consent is given as provided for in clause 5.21.1 Not
to implement any planning permission before it has been produced to and
acknowledged by the Landlord as satisfactory, the Landlord reserving the
right to refuse to express such satisfaction if the period of such
permission or anything contained in or omitted from it in the Landlord's or
the Landlord's Surveyor's reasonable opinion would prejudice the Landlord's
interest in the Premises either during or after the term the Landlord to
act reasonably in this regard.
5.19.8 Unless the Landlord otherwise directs in writing to carry out and
complete before the expiry or sooner determination of the term:-
5.19.8.1 any work required to be carried out at the Premises as a condition of
any planning permission implemented by the Tenant or any subtenant or other
occupier or predecessor in title of the Tenant whether or not the date by
which the planning permission requires such works to be carried out is
within the term; and
5.19.8.2 any development begun by the Tenant or any subtenant or other occupier
or predecessor in title of the Tenant at the Premises in respect of which
the Landlord shall or may be or become liable for any charge or levy.
5.19.9 To indemnify the Landlord (so far as it may be lawful for the Tenant so
to do) against any liability for tax or other imposition which may be
imposed upon the Premises or the Landlord arising directly or indirectly
out of any act or default of the Tenant.
5.19.10 If called on to produce to the Landlord and the Landlord's Surveyor all
plans, documents and other evidence reasonably required by the Landlord to
satisfy itself that this clause 5.19 has been complied with.
5.19.11 Subject always to compliance with clause 5.23 as soon as practicable to
notify the Landlord of any order direction proposal or notice under the
Planning Acts served on or received by the Tenant or coming to the Tenant's
notice which affects the Premises and to produce to the Landlord if
required any such order, direction, proposal or notice in the Tenant's
possession and not to take any action in respect of such order, direction,
proposal or notice without the Landlord's approval.
5.20 Value Added Tax
To pay without deduction or set-off all VAT chargeable on all taxable
supplies received by the Tenant under or in connection with this lease on
the due date for making any payment or the passing of any non-monetary
consideration in respect of the relevant supply or if there shall be no
such payment or non-monetary consideration due then on whichever is the
later of 10 working days after demand and the date on which that supply is
made for VAT purposes the Landlord agreeing to provide a receipted valid
and proper VAT invoice addressed to the Tenant within 14 days of receiving
the payment.
5.21 Easements and encroachments
Not to obstruct any window, light or way belonging to the Premises nor
acknowledge that any light is enjoyed by consent of any other person nor
grant to third parties rights over the Premises and to give immediate
notice to the Landlord if any easement, right or encroachment affecting the
Premises shall be made or attempted and at the Landlord's request to adopt
such means as may be reasonably required to prevent or license such
easement, right or encroachment.
5.22 Interest
If and whenever the Tenant shall fail to pay the rent or any other monies
due under this lease within 10 days of the due date (whether formally
demanded or not) the Tenant shall pay to the Landlord Interest on such rent
or other monies calculated from the due date until the date of payment.
5.23 Notices, etc. received
Immediately on receipt from any public authority of any consent, notice,
order, communication or proposal of any nature affecting the Premises to
send a copy of the relevant document to the Landlord and at the Landlord's
reasonable request to make or join the Landlord in making such objections
or representations against or in respect of any such notice, order,
communication or proposal as the Landlord deems reasonably expedient.
5.24 Indemnity
To keep the Landlord indemnified from and against all reasonable and proper
expenses, demands, costs, loss and claims (including without limitation
diminution in value of the Premises and damages for the loss of amenity of
the Premises) arising from:-
5.24.1 Any material breach of the Tenant's covenants contained in this lease;
5.24.2 the use of the Premises (fair wear and tear excepted);
5.24.3 any works carried out during the term to the Premises;
5.24.4 any act, neglect or default by the Tenant, any subtenant or their
respective servants or agents or any person on the Premises with the actual
or implied authority of any of them.
5.25 Fire fighting
5.25.1 To keep the Premises supplied and equipped with all fire fighting and
extinguishing appliances and fire detection equipment from time to time:-
5.25.1.1 required by law;
5.25.1.2 required by the insurers of the Premises or reasonably recommended by
them; or
5.25.1.3 reasonably required by the Landlord.
5.25.2 To ensure that such appliances and equipment are kept open for inspection
and properly maintained and not to obstruct the access to or means of
working such appliances or equipment or the means of escape from the
Premises in case of fire.
5.25.3 To take expeditiously all requisite steps to obtain any necessary fire
certificate.
5.26 Security
5.26.1 To ensure that at all times the Landlord has notice of the name and
address and telephone number of at least one keyholder of the Premises.
5.26.2 To provide for sufficient and adequate security and security systems for
the Premises and to implement any reasonable proposals regarding security
which the Landlord or any insurer or mortgagor of the Landlord may suggest.
5.27 Environmental Liability
5.27.1 In this clause 5.27:-
5.27.1.1 "Environmental Claim" means any written or oral notice whether formal
or otherwise given by any person or body including without limitation any
relevant enforcing or regulatory authority alleging liability or potential
liability including (without limitation) investigatory costs, remedial
costs, administrative costs, fines, damages and penalties arising out of or
based on or resulting from either civil or criminal action relating to
either the presence or release or escape into the environment of any
Hazardous Materials and forming the basis of any infringement of any
Environmental Laws;
5.27.1.2 "Environmental Laws" means all Legal Requirements relating to pollution
of the environment (as defined in section 1(3) of the Environmental
Protection Act 1990) including without limitation, those relating to
Environmental Matters or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, keeping, disposal, transport or
handling of Hazardous Materials or of goods containing Hazardous Materials;
and
5.27.1.3 "Environmental Matters" includes but is not limited to waste (as
defined in section 75 of the Environmental Protection Act 1990),
contaminated land (as defined in section 78A(2) of the Environmental
Protection Act 1990), discharges and emissions into any environmental
medium, noise and vibration, heat, light and radiation, dangerous,
hazardous or toxic substances and materials, nuisance (including statutory
nuisance), health and safety.
5.27.2 To certify in writing to the Landlord within 14 days receiving a written
request, that the terms of this lease insofar as they relate to
Environmental Matters have been fully complied with.
5.27.3 To give the Landlord notice of the following as soon as reasonably
possible after the Tenant has become aware of the same and to supply to the
Landlord such further information relating to such matters as the Landlord
may reasonably require:-
5.27.3.1 the presence at the Premises of any Hazardous Materials and any
condition or occurrence on the Premises that either results or could result
in the presence at the Premises of Hazardous Materials or in any breach of
the terms of this lease relating to Environmental Matters or that might
form the basis of an Environmental Claim in respect of the Premises or any
adjoining premises;
5.27.3.2 any pending or threatened Environmental Claim in respect of the
Premises or any adjoining premises.
5.27.4 Whenever reasonably required by the Landlord the Tenant shall, at the
Landlord's option, either:-
5.27.4.1 carry out at the Tenant's expense such remedial works as the Landlord
shall reasonably require to ensure that the Premises comply with all
relevant Environmental Laws; or
5.27.4.2 grant the Landlord uninterrupted access to carry out such remedial
works and reimburse the Landlord within 28 days of receiving a written
demand all reasonable and proper costs and expenses of and associated with
such remedial works.
5.27.5 To keep the Landlord indemnified from and against all Environmental
Claims attributable to the Tenant its servants or agents.
5.28 Compliance with Construction Regulations
5.28.1 Where the Construction Regulations apply, to plan, carry out and complete
any works to the Premises in all respects in accordance with the
Construction Regulations.
5.28.2 Before commencing any works to which the Construction Regulations apply,
to make a declaration that the Tenant is the client in respect of those
works for the purposes of the Construction Regulations and to give to the
Landlord a copy of that declaration and of the acknowledgement of it from
the Health and Safety Executive (or such other authority as may from time
to time be appropriate under the Construction Regulations).
5.28.3 Within one month after completion of any works to which the Construction
Regulations apply to give to the Landlord all necessary details of those
works for the health and safety file required to be maintained under the
Construction Regulations and if the Tenant shall fail to do so the Landlord
may enter the Premises to carry out at the cost of the Tenant such
inspections and investigations (including removing or making copies of any
documents) necessary to enable the Landlord to make a complete record of
those works and to obtain such other information as that file should
contain.
5.28.4 Where the Construction Regulations apply to any works undertaken by the
Tenant or any undertenant to procure in favour of the Landlord a
royalty-free irrevocable non-exclusive licence (which may be assigned or in
respect of which sub-licences may be granted) to use and reproduce any and
all documents relating to those works contained in the health and safety
file and the designs and inventions contained in them for any purpose
whatsoever connected with the Premises or the Landlord's Development.
5.28.5 To permit the Landlord to enter the Premises to inspect and take copies
of any health and safety file maintained by the Tenant or any undertenant
under the Construction Regulations.
5.28.6 At the expiry or sooner determination of the term to give to the Landlord
any health and safety file relating to the Premises maintained by the
Tenant or any undertenant pursuant to the Construction Regulations.
5.29 Consent to Landlord's release
Not unreasonably to withhold consent to a request made by the Landlord
under section 8 of the Landlord and Tenant (Covenants) Xxx 0000 for a
release from the landlord covenants of this lease.
5.30 Tenant Covenants
5.30.1 To observe and perform the Tenant covenants and conditions contained in
any documents granted pursuant to this lease (eg rent deposit deed).
5.30.2 To observe and perform the tenants covenants and conditions in a lease
for a property in Cambridgeshire dated 14 June 2005 made between Alconbury
Properties I Limited (1) and the Tenant (2) and to use reasonable
endeavours to ensure that the tenant covenants and conditions contained in
a lease for a property known as the Princeton Research Centre dated 14 June
2005 made between Alconbury Properties III Limited (1) and ServicePharm Inc
are observed and performed by the tenant of that lease, provided that this
obligation shall only apply for so long as the Tenant and ServicePharm Inc
are members of the same group of companies (within the meaning of section
42 of the Landlord and Tenant Act 1954) and further provided that the
obligation shall only apply so long as the lease in the Premises the
Cambridgeshire Property and the Princeton Research Centre remain vested in
ServicePharm Ltd (Company Number 5393793 and/or ServicePharm Inc.
5.31 Dealing with the Landlord
5.31.1 The Tenant shall inform the Landlord in writing who it nominates to act
on its behalf in respect of any matters related to this lease and/or the
Property and the Landlord covenants to only deal with such person unless it
receives written notification from the Tenant that an alternative person
has been authorised to act on its behalf.
5.31.2 The Landlord and Tenant each agree to designate a representative
("Representative") for purposes of transmitting information, receiving
notices, and for conducting authorised discussions between the parties,
such Representatives may be replaced or supplemented by the Landlord or
Tenant as the case may be upon written notice to the other party. The
Landlord's Representative is Xxxxxx Xxxxx and the Tenant's Representative
is Xxxxx Xxxx.
6 PROVISOS
6.1 Proviso for re-entry
6.1.1 At any time after any of the following events shall happen the Landlord
may re-enter upon all or any part of the Premises if:-
6.1.1.1 the whole or any part of the rent shall be unpaid for 21 days after
becoming payable whether formally demanded or not; or
6.1.1.2 there shall be any material breach of any of the tenant's covenants
contained in this lease, any supplemental documents associated with this
lease (including but not limited to a rent deposit deed entered into
between the Landlord and Tenant) and which is not remedied within a
reasonable period after the Tenant has been given notice thereof by the
Landlord and in a lease for a property in Cambridgeshire dated 14 June 2005
made between Alconbury Properties I Limited (1) and the Tenant (2) or in a
lease for a property known as the Princeton Research Centre dated 14 June
2005 and made between Alconbury Properties III Limited (1) and ServicePharm
Inc. (2); or
6.1.1.3 the Tenant stops or suspends or threatens to stop or suspend payment of
all or part of its debts, or is deemed for the purposes of any law to be
unable to pay its debts as they fall due, or admits inability to pay its
debts as they fall due each within the meaning of section 123(1) or (2) of
the Insolvency Xxx 0000 or takes any step (including petition, proposal or
convening a meeting) with a view to a moratorium or a composition,
assignment or arrangement with any creditors (except in the case of the
liquidation of a solvent company where a declaration of solvency has been
filed with the Registrar of Companies for the purpose of amalgamation or
reconstruction) or a meeting of the shareholders, managers or other
officers of the corporation is convened for the purpose of making of an
administration application under Schedule B1 to the Insolvency Xxx 0000 or
the giving of notice under that Schedule or for considering any resolution
for, or to petition for or to file documents for the winding-up,
dissolution, administration or re-organisation of the corporation or any
such resolution is passed or any person presents a petition or files
documents for the winding-up, dissolution, administration or
re-organisation of the corporation or an order for the winding-up or
administration of the corporation is made or a liquidator, receiver,
administrator, administrative receiver, trustee or similar officer of the
corporation is appointed or any other formal step is taken with a view to
the rehabilitation, administration, custodianship, liquidation, winding-up
or dissolution or any other insolvency proceedings of the corporation or
the corporation ceases to exist or is dissolved or suffers any distress or
execution to be levied on the Premises; or
6.1.1.4 the Tenant stops or suspends or threatens to stop or suspend payment of
all or part of a debt, or is deemed for the purposes of any law to be
unable to pay a debt as it falls due, or admits inability to pay a debt or
has no reasonable prospect of being able to pay a debt each within the
meaning of Section 268 of the Insolvency Act 1986 (as amended from time to
time) or makes an application to the court for an interim order under
Section 253 of the Insolvency Act 1986 (as amended from time to time) or
takes any step (including petition or proposal) with a view to a moratorium
or a composition, assignment or arrangement with any creditors or to
petition for or to file documents for the bankruptcy of the individual
concerned or any person presents a petition or files documents for the
bankruptcy of the individual concerned or an order for the bankruptcy or a
bankruptcy restriction order pursuant to Schedule 4A of the Insolvency Xxx
0000 of the individual concerned is made or any other step is taken with a
view to the bankruptcy or any other insolvency proceeding of the individual
concerned or the individual concerned suffers any distress or execution to
be levied on the Premises; or
6.1.2 If the Landlord shall re-enter in accordance with clause 6.1.1 then this
demise shall thereupon terminate but without prejudice to any right of
action or remedy of the Landlord in respect of any breach of covenant by
the Tenant.
6.2 Exclusion of representations and warranties
6.2.1 The Tenant acknowledges that this lease has not been entered in reliance
wholly or partly upon any statement or representation made by or on behalf
of the Landlord save in so far as any such statement or representation is
expressly set out in this lease or has been made in writing by the
Landlord's solicitors to the Tenant's solicitors before the date of entry
into this lease.
6.2.2 Nothing in this lease or in any consent or approval granted by the
Landlord under this lease shall imply or warrant that the Premises may
under the Planning Acts be used for the purpose authorised by this lease.
6.3 Service of notices
6.3.1 A notice under this lease must be in writing and is validly served if the
recipient or its authorised agent acknowledges receipt or if:-
6.3.1.1 it is delivered by hand, or sent by Special Delivery or recorded
delivery post; and
6.3.1.2 it is delivered or sent to any of the following addresses:-
6.3.1.2.1 the recipient's registered office (if the recipient is a company
incorporated in Great Britain); or
6.3.1.2.2 the Premises if the recipient is the current Tenant or guarantor of
the current Tenant; or
6.3.1.2.3 the latest address notified by the recipient to the Landlord (where
the recipient is either the Tenant or the guarantor) or to the Tenant or
the guarantor (where the recipient is the Landlord); or
6.3.1.2.4 where no other provision of clause 6.3.1.2 applies the recipient's
address given in this lease.
6.3.2 Unless it is returned undelivered, a notice sent by Special Delivery or
recorded delivery post is to be treated as served on the third working day
after posting (Saturdays, Sundays, Christmas Day, Good Friday, and
statutory bank holidays and other public holidays not being working days
for the purposes of this clause 6.3) whenever and whether or not it is
received.
6.3.3 A notice under this lease to the current Tenant or the guarantor of the
current Tenant is sufficiently served if it is addressed to the Tenant or
guarantor by that designation and without its name.
6.3.4 In this clause 6.3 "guarantor" includes a person who has entered into an
authorised guarantee agreement.
6.3.5 The provisions of this clause 6.3 do not preclude the service of a notice
under this lease by any other method authorised by any statute.
6.4 Development of neighbouring premises
The Landlord shall be entitled to carry out or permit the development of
any neighbouring premises or any part thereof and to build on or into any
boundary wall of the Premises or to re-route any services in or access to
the Premises or connect into any Conduits at the Premises provided it shall
have given prior notification of its intentions (two months prior to such
works commencing) to the Tenant and have consulted with and considered the
Tenant's representations regarding such works without payment of
compensation to the Tenant for any damage or otherwise, subject to the
Landlord exercising such right in a reasonable manner in accordance with
the requirements of clause 7.1 of this lease and making good any damage
caused to the Premises and ensuring that any disruption is for as little
time as reasonably possible and that an adequate alternative service or
route is provided by the Landlord at the Landlord's cost but
notwithstanding any diminution of light or air to the Premises.
6.5 Compensation on vacating or quitting
Any statutory right of the Tenant to claim compensation from the Landlord
on vacating or quitting the Premises shall be excluded as far as the law
may allow.
6.6 Damage from services
The Landlord shall not be liable to the Tenant or any other person claiming
through the Tenant for any damage which may be caused by stoppage or defect
of any plant or machinery in or service to the Premises or any neighbouring
premises provided the same was not due to a negligent act on the part of
the Landlord and/or its agents.
6.7 Landlord's liability
6.7.1 In any case where the facts are or should reasonably be known to the
Tenant, the Landlord shall not be liable to the Tenant in respect of any
failure of the Landlord to perform any of its obligations to the Tenant
under this lease unless and until the Tenant has given the Landlord notice
of the facts giving rise to the failure and the Landlord has not within a
reasonable time remedied the failure.
6.7.2 Nothing in this lease shall render the Landlord liable (by implication of
law or otherwise) for the doing of anything which the Landlord has not
expressly covenanted to carry out provide or do.
6.7.3 The operation of Section 62 of the Law of Property Xxx 0000 shall be
excluded from this lease and the only rights granted to the Tenant are
those expressly set out in this lease and the Tenant shall not by virtue of
this lease be deemed to have acquired or be entitled to and the Tenant
shall not during the term acquire or become entitled by any means
whatsoever to any easement from or over or affecting any other land or
premises now or at any time after the date of this lease belonging to the
Landlord and not comprised in this lease.
6.8 Rent demands
6.8.1 The demand for or the acceptance of rent or any other sums due under this
lease by the Landlord or its agents shall not waive:-
6.8.1.1 any breach of the Tenant's covenants or the conditions contained in this
lease (which breach shall for all purposes of this lease constitute a
continuing breach); or
6.8.1.2 any liability attached to the non-performance of such covenants and
conditions.
6.8.2 If the Landlord shall refrain from demanding or accepting rent or any
other sums due under this lease then Interest shall be payable by the
Tenant upon such rent or sums for the period during which the Landlord
shall so refrain if the reason for the Landlord so refraining is that there
is reasonable ground for believing that:-
6.8.2.1 the Tenant is in breach of any of the provisions of this lease; or
6.8.2.2 the Tenant might acquire against the Landlord a right or entitlement
(including without limitation to the foregoing a right or entitlement to a
new tenancy after the expiry of the contractual term granted by this
lease).
6.9 Performance impossible
Nothing in this lease shall render the Landlord or the Tenant liable in
respect of any breach by them of the covenants, conditions or provisions of
this lease if their performance and observance becomes impossible or
illegal under the Planning Acts or any other Legal Requirement but subject
as above the term of this lease and the rent payable shall not determine by
reason only of a change, modification or restriction of the use of the
Premises or obligations or requirements made or imposed after the date of
this lease under or by virtue of any enactment.
6.10 Option to determine
6.10.1 In case of damage to or destruction of the Premises or any part thereof
by an Insured Risk, Tenant will promptly give written notice thereof to
Landlord. Within twenty (20) days after the date Tenant has knowledge of
such damage or destruction by an Insured Risk, Tenant shall provide
Landlord with a written certification of the time period within which the
Premises can be restored (the "Repair Estimate"). The Repair Estimate shall
be subject to Landlord's approval, which approval shall not be unreasonably
withheld, conditioned or delayed. If Landlord and Tenant cannot agree on
the Repair Estimate, they shall submit the dispute to arbitration in
accordance with Schedule 3 ("Arbitration"). If the Premises can be restored
within 365 days after the date of such fire or other casualty (as set forth
in the Repair Estimate, if approved by Landlord), Tenant shall promptly
restore the Property in accordance with this Lease. If such restoration is
anticipated to take more than 365 days to complete after the date of such
damage or destruction by an Insured Risk (as set forth in the Repair
Estimate if approved by Landlord), Tenant may terminate this Lease by
providing written notice thereof to Landlord within sixty (60) days after
Landlord's approval of Tenant's Repair Estimate.
6.10.2 If the damage or destruction by an Insured Risk occurs during the last
two years of the term of this Lease, and if such restoration shall take
more than 365 days to complete after the date of such damage or destruction
by an Insured Risk (as set forth in the Repair Estimate if approved by
Landlord), Tenant may terminate this Lease by providing written notice
thereof to Landlord within 20 days after the date of such damage or
destruction by an Insured Risk.
6.10.3 If Tenant elects to terminate this Lease, Tenant shall assign to Landlord
and Landlord shall be entitled to the full proceeds of any insurance
coverage, whether carried by Landlord or Tenant to the extent of its
insurable interest.
6.10.4 The obligations contained in clause 6.9 will not apply in relation to
those buildings on the Premises which are identified on the schedule
attached hereto and titled "Old Buildings"
6.11 Distraint
All monies payable by the Tenant under this lease not expressly reserved as
rent shall be a charge on the Premises and recoverable as for rent in
arrear.
6.12 Value Added Tax
6.12.1 All sums payable by the Tenant under or in connection with this lease are
exclusive of any VAT which may be chargeable.
6.12.2 The Landlord shall not be obliged to exercise any election to waive
exemption from VAT in relation to the Premises.
6.12.3 Every obligation on the Tenant under or in connection with this lease to
indemnify the Landlord or any other person against any liability includes
an obligation to indemnify against any VAT chargeable in respect of that
liability.
6.13 Tenant's Warranty
The Tenant warrants that prior to the execution of this lease it has
disclosed to the Landlord in writing any matter (including but not limited
to any conviction judgment or finding of any court or tribunal relating to
the Tenant or any director officer or major shareholder of the Tenant) of
such a nature as to be likely to affect the decision of any insurer or
underwriter to grant or to continue insurance in respect of any of the
Insured Risks with a reputable insurance company or Lloyd's syndicate in
either case independent of the Tenant.
6.14 Rights of third parties
No one may enforce any term of this lease by virtue of the Contracts
(Rights of Third Parties) Xxx 0000.
6.15 Security Deposit
6.15.1 Tenant shall provide a security deposit ("Security Deposit") to the
Landlord upon the Landlord completing the refinancing or restructured
financing of the mortgage debt secured against the Landlord's Land and the
Premises.
6.15.2 Such Security Deposit shall be in an amount equal to three months of the
Rent payable by the Tenant at the time in which such refinancing or
restructured financing occurs. The Security Deposit will be held in
accordance with a rent deposit deed the form of which is attached hereto
and the parties shall execute this deed and complete the same as soon as
reasonably possible. Such Security Deposit shall be returned to Tenant
after and it has shown that it has paid rent due under this Lease on time
for a minimum of three (3) successive years.
6.15.3 If at any time during the term of this lease there is a Change of Control
of the Tenant or the Guarantor, then the Tenant shall redeposit the
Security Deposit with the Landlord in the manner provided for in this
clause 6.15 and then a further three (3) consecutive years of timely rent
payments under all Affiliated Leases will be required before release of the
Security Deposit.
7 TENANT'S EFFECTS
7.1 The Tenant irrevocably appoints the Landlord to be the Tenant's agent to
store or dispose of any effects left by the Tenant on the Premises for more
than seven days after the expiry or sooner determination of the term
subject to any conditions which the Landlord thinks fit and without the
Landlord being liable to the Tenant save to account for the net proceeds of
sale less the cost of storage (if any) and any other expenses reasonably
incurred by the Landlord.
7.2 Any goods or other effects left at the Premises on or after the expiry or
sooner determination of the term shall be subject to a lien in favour of
the Landlord in respect of any liability of the Tenant to the Landlord
pursuant to or arising out of this lease and the Landlord shall have power
to sell or otherwise dispose of all such goods and effects on whatever
terms the Landlord shall think fit and to apply the net proceeds of such
sale or disposal towards satisfaction of such liability.
8 LANDLORD'S COVENANTS
8.1 The Landlord covenants with the Tenant that the Tenant shall have quiet
enjoyment of the Premises against the Landlord and all persons claiming
title through the Landlord.
8.2 The Landlord covenants with the Tenant that in relation to the Landlord's
Land it shall promptly deal with any unlawful occupiers or protestors who
may go on to such land (such action to include but is not limited to
co-operating with the Tenant (at the Tenant's cost) in respect of any
litigation against or seeking injunctive relief against such unlawful
occupation) and take all reasonable steps to ensure that such security is
in place over the Landlord's Land to ensure that such unlawful occupation
cannot take place or occur and consider the reasonable representations of
the Tenant in this regard.
9 GUARANTEE
The Guarantor covenants with the Landlord by way of indemnity and Guarantee
in the terms set out in Schedule 1.
10 OPTION TO RENEW
10.1 If the Tenant wishes to take a further lease ("the Further Lease") of the
Premises commencing on the day after the last day of the Term and gives
written notice of that wish (and if at the time the Tenant serves the
notice there is a guarantor then the Guarantor must also sign such notice)
to the Landlord not less than 12 months and not more than 18 months prior
to this date then the Landlord shall grant to the Tenant (and if there is a
guarantor then the Guarantor shall agree to act as a guarantor under the
Further Lease) a Further Lease of the Premises for a term of five years
commencing on the day following the expiry of the Term on the same terms
and conditions as this Lease.
10.2 (a) The yearly rent reserved by the Further Lease is to be in accordance
with the rent schedule headed "Option 1 - Rent Schedule" which is attached
to this Lease.
(b) The following shall be included in place of clause 10.1 in the Further
Lease:-
"10.1 If the Tenant wishes to take a Further Lease ("the Further Lease") of the
Demised Premises on the day after the expiry of the Term and gives written
notice of that wish (and if at the time the Tenant serves the notice there
is a guarantor then the Guarantor must also sign such notice) to the
Landlord not less than 12 months and not more than 18 months prior to this
date then the Landlord shall grant to the Tenant (and if there is a
guarantor then the Guarantor shall agree to act as a guarantor under the
Further Lease) a further lease of the Demised Premises for a term of five
years commencing on the day following the expiry of the Term on the same
terms and conditions as this Lease except as to the matters contained in
clause 10.2 of this Lease on the same terms and conditions as this lease
except as to the matters contained in clause 10.2 of this lease and this
clause 10.1 shall be excluded.
10.2 The yearly rent first reserved by the Further Lease is to be in accordance
with the rent schedule headed "Option 2 - Rent Schedule" which is attached
to this lease."
10.3 The option in this clause 10 is to be of no effect if the Tenant fails to
protect it by notice, caution or other appropriate entry under the Land
Registration Act 1925 within two months after the date of this Lease and
the Landlord hereby consents to the entering of such notice, caution or
other appropriate entry as aforesaid on its title to the Premises
registered at HM Land Registry.
10.4 The Landlord shall produce the engrossments of the Further Lease and the
counterpart and the Tenant and the Guarantor (if any) shall execute the
counterpart and deliver it to the Landlord on completion.
11 BUILDING ADDITION
The Tenant may elect to expand the gross rentable square footage at the
Premises by construction of new buildings or additions to current buildings
at the Premises ("the Building Additions"), subject to the following
requirements:-
11.1 the construction of all Building Additions shall be governed by the same
requirements that are applied to Alterations, and the undertaking or repair
and maintenance shall be in the same manner as required of Alterations,
except that the Building Additions shall not be required to be removed, but
only the fixtures, equipment, and other work which is neither a building,
building system, or structural element of a building would need to be
removed at the conclusion of the lease term;
11.2 the Tenant's rights to make Building Additions shall be unfettered for the
first three years of the term and thereafter the prior written consent of
the Landlord shall be required such consent not to be unreasonably withheld
or delayed;
11.3 the Building Additions shall be added to and become a part of the Premises
and shall be governed in all respects by the terms of this lease;
11.4 the Tenant may elect to construct the Building Addition at its sole cost
either by using its own forces, or by requesting the Landlord to perform
such work, subject to Landlord and Tenant agreeing to the terms of such
undertaking by Landlord;
12 CHANGE OF CONTROL
The Tenant shall not without the prior written consent of the Landlord,
which consent shall not be unreasonably withheld, conditioned or delayed
undergo a Change in Control or permit or suffer a Change in Control of the
Guarantor. In the event the Tenant desires to make a Change of Control the
Tenant shall give written notice thereof to Landlord at least thirty (30)
days prior to the proposed effective date of such Change of Control, which
notice shall set forth the name and address of the proposed transferee or
other relevant person or entity (a "Transferee") and include copies of
financial reports and other relevant financial information of the proposed
Transferee. Such notice shall also include a true and complete copy of the
documents providing for the Change of Control and sufficient other
information to permit the Landlord to determine the financial
responsibilities of the proposed Transferee.
13 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
13.2 The Tenant may without the consent of the Landlord transfer the benefit of
the pre-emption contained in this clause 13 to an Associate of the Tenant
within the meaning of Section 435 of the Insolvency Xxx 0000 ("Associate")
and following such transfer it shall give written notice to the Landlord of
the assignment.
13.3 The Tenant shall not exercise the pre-emption contained in this clause 13:-
13.3.1 during the final 24 months of the term;
13.3.2 if it is in material breach of a tenant covenant contained in this lease
and has failed to remedy the same within a reasonable time given the nature
of such breach;
13.3.3 has vacated the Property Premises; or
13.3.4 has sublet more than 10% of the Premises.
00 XXXXXXXXX XX XXXXXXXX XXX XXXXXX XXX 0000 SECTIONS 24-28
14.1 The Landlord and the Tenant have agreed that the provisions of section 24
to 28 of the Landlord and Xxxxxx Xxx 0000 shall not apply to this lease.
14.2 The Tenant confirms that, before it became contractually bound to enter
into the tenancy created by this lease:-
14.2.1 the Landlord served on the Tenant a notice dated 7 June 2005 in relation
to the tenancy created by this lease in a form complying with the
requirements of schedule 1 of the Order;
14.2.2 the Tenant (or a person duly authorised by the Tenant) made a statutory
declaration ("the Declaration") dated 13 June 2005 in a form complying with
the requirements of schedule 2 of the Order.
14.3 Where the Declaration was made on behalf of the Tenant the Tenant confirms
that the person making it had the Tenant's authority to do so.
14.4 The Landlord and the Tenant confirm that this lease was not granted
pursuant to any agreement for lease.
15 JURISDICTION
15.1 This lease shall be governed by and construed in accordance with the
English Law;
15.2 It is hereby agreed that if any party has a claim against the other arising
out of or in connection with this lease such claim shall be referred to the
High Court of Justice of England to the exclusive jurisdiction of which
each party hereto irrevocably submits.
SCHEDULE 1
Contractual Guarantee
1 In this Schedule:-
1.1 "Principal" means the person who is or is to become the Tenant and whose
obligations under this lease and any authorised guarantee agreement the
Guarantor has been required by the Landlord to guarantee, but shall not
include any successor in title of that person;
1.2 "Trigger Event" means:-
1.2.1 disclaimer of this lease while the Principal is bound by the tenant
covenants of this lease;
1.2.2 forfeiture of this lease while the Principal is bound by the tenant
covenants of this lease; or
1.2.3 while the Principal (being a corporation) is the Tenant, the dissolution
or ceasing to exist of the Principal;
1.3 references to the period during which the Principal is bound by the tenant
covenants of this lease include any agreed or statutory continuation of the
term granted by this lease; and
1.4 the Guarantor covenants as principal debtor and by way of indemnity and
guarantee.
2 The liability of the Guarantor shall not be affected by:-
2.1 any time or indulgence granted by the Landlord to the Principal;
2.2 any variation of this lease;
2.3 the Principal being dissolved or otherwise ceasing to exist;
2.4 the surrender of part of the Premises; or
2.5 any other act or thing by which the Guarantor would otherwise have been
released.
3 The Guarantor covenants with the Landlord that, while the Principal is
bound by the tenant covenants of this lease (or would be so bound but for
the happening of a Trigger Event):-
3.1 the Principal will pay the rents reserved by this lease and observe and
perform the tenant covenants contained in this lease; and
3.2 if the Principal fails to pay the rent or to observe and perform the tenant
covenants or if the Landlord refuses any tender of rent (at a time when the
Landlord is entitled or would, after service of a notice under section 146
of the Law of Property Xxx 0000, be entitled to re-enter the Premises) or
if a Trigger Event occurs the Guarantor will:-
3.2.1 pay the rent and observe and perform the tenant covenants; and
3.2.2 indemnify the Landlord against all claims, demands, loss, damages,
liability, costs and expenses sustained by the Landlord by reason of or
arising in any way out of the Principal's failure to pay the rent or to
observe and perform the tenant covenants.
4.1 Paragraphs 4.2 and 4.4 of this Schedule apply (without prejudice to any
other rights of the Landlord against the Guarantor or any other person) if
there is a Trigger Event.
4.2 The Guarantor covenants that, if required in writing by the Landlord within
two months of the Landlord receiving notice of a Trigger Event occurring,
the Guarantor will enter into a new lease of the Premises on the terms set
out in paragraph 4.3 of this Schedule and shall:-
4.2.1 pay the costs of the new lease; and
4.2.2 execute and deliver to the Landlord a counterpart of the new lease and
such related documents as the Landlord may reasonably require.
4.3 The new lease referred to in paragraph 4.2 of this Schedule shall take
effect from the date of the Trigger Event and shall be on the following
terms:-
4.3.1 for a term equal to the residue of the term of this lease which would have
remained had the Trigger Event not occurred;
4.3.2 at the rent reserved by this lease on the date of the Trigger Event (or,
if required by the Landlord, such higher rent as would have been reserved
by this lease on the date on which the new lease is granted if this lease
had continued in force and the rent had been reviewed in accordance with
the terms of this lease) subject to review on the same terms and dates as
provided by this lease; and
4.3.3 otherwise subject to the same covenants and conditions as in this lease
(save that the Guarantor shall not be required to procure a guarantor of
its obligations under the new lease).
4.4 The Guarantor covenants with the Landlord to pay on demand an amount
calculated in accordance with paragraph 4.5 of this Schedule if:-
4.4.1 a Trigger Event occurs; and
4.4.2 the Guarantor's obligations under paragraph 3 of this Schedule are
determined; and
4.4.3 the Landlord does not require the Guarantor to accept a new lease in
accordance with paragraph 4.2 of this Schedule; and
4.4.4 either (in the case of disclaimer) no vesting order is made in respect of
this lease or (in the case of forfeiture) relief from forfeiture has not
been granted to any person.
4.5 The amount referred to in paragraph 4.4 of this Schedule shall be equal to
the rent reserved by this lease for the period commencing with the date of
the Trigger Event and ending on the earlier of:-
4.5.1 the date six months after the Trigger Event; and
4.5.2 the date (if any) upon which the Premises are re-let.
5.1 Paragraph 5.2 of this Schedule applies while the Principal is bound by an
authorised guarantee agreement.
5.2 The Guarantor covenants with the Landlord that:-
5.2.1 the Principal will observe and perform its obligations in the authorised
guarantee agreement; and
5.2.2 if the Principal fails to observe and perform its obligations in the
authorised guarantee agreement the Guarantor will:-
5.2.2.1 observe and perform those obligations; and
5.2.2.2 indemnify the Landlord against all claims, demands, loss, damages,
liability, costs and expenses sustained by the Landlord by reason of or
arising in any way out of the Principal's failure to observe and perform
those obligations.
6 Any provision of this Schedule which is rendered void by virtue of section
25 of the Landlord and Tenant (Covenants) Xxx 0000 shall be severed from
all remaining provisions and the remaining provisions shall be preserved.
7 If any provision in this Schedule extends beyond the limits permitted by
section 25 of the Landlord and Tenant (Covenants) Xxx 0000 that provision
shall be deemed to be varied so as not to extend beyond those limits.
SCHEDULE 2
Authorised Guarantee Agreement
1 In this Schedule:-
1.1 "Assignor" means the Tenant who has applied for licence to assign (but
includes any former Tenant who by virtue of section 11 of the Landlord and
Tenant (Covenants) Xxx 0000 was not released on any earlier assignment of
this lease) and where more than one person comprises the Assignor the
expression shall include all or either or any such persons and obligations
expressed or implied to be made by any of them shall be deemed to be made
by such persons jointly and severally;
1.2 "Assignee" means the person to whom this lease is to be assigned
1.3 "Trigger Event" means:-
1.3.1 disclaimer of this lease;
1.3.2 forfeiture of this lease; or
1.3.3 while the Assignee (being a corporation) is the Tenant, the dissolution or
ceasing to exist of the Assignee;
1.4 references to the period during which the Assignee is bound by the tenant
covenants of this lease include any agreed or statutory continuation of the
term granted by this lease; and
1.5 the Assignor covenants as principal debtor and guarantee.
2 The liability of the Assignor shall not be affected by:-
2.1 any time or indulgence granted by the Landlord to the Assignee;
2.2 any variation of this lease;
2.3 the Assignee being dissolved or otherwise ceasing to exist;
2.4 the surrender of part of the Premises; or
2.5 any other act or thing by which the Assignor would otherwise have been
released.
3 The Assignor covenants with the Landlord that, while the Assignee is bound
by the tenant covenants of this lease (or would be so bound but for the
happening of a Trigger Event):-
3.1 the Assignee will pay the rents reserved by this lease and observe and
perform the tenant covenants contained in this lease; and
3.2 if the Assignee fails to pay the rent or to observe and perform the tenant
covenants or if the Landlord refuses any tender of rent (at a time when the
Landlord is entitled or would, after service of a notice under section 146
of the Law of Property Xxx 0000, be entitled to re-enter the Premises) or
if a Trigger Event occurs the Assignor will:-
3.2.1 pay the rent and observe and perform the tenant covenants; and
3.2.2 indemnify the Landlord against all claims, demands, loss, damages,
liability, costs and expenses sustained by the Landlord by reason of or
arising in any way out of the Assignee's failure to pay the rents or to
observe and perform the tenant covenants.
4.1 Paragraphs 4.2 and 4.4 of this Schedule apply (without prejudice to any
other rights of the Landlord against the Assignor or any other person) if
there is a Trigger Event.
4.2 The Assignor covenants that, if required in writing by the Landlord within
two months of the Landlord receiving notice of a Trigger Event occurring,
the Assignor will enter into a new lease of the Premises on the terms set
out in paragraph 4.3 of this Schedule and shall:-
4.2.1 pay the costs of the new lease; and
4.2.2 execute and deliver to the Landlord a counterpart of the new lease and
such related documents as the Landlord may reasonably require.
4.3 The new lease referred to in paragraph 4.2 of this Schedule shall take
effect from the date of the Trigger Event and shall be on the following
terms:-
4.3.1 for a term equal to the residue of the term of this lease which would have
remained had the Trigger Event not occurred;
4.3.2 at the rent reserved by this lease on the date of the Trigger Event (or,
if required by the Landlord, such higher rent as would have been reserved
by this lease on the date on which the new lease is granted if this lease
had continued in force and the rent had been reviewed in accordance with
the terms of this lease) subject to review on the same terms and dates as
provided by this lease; and
4.3.3 otherwise subject to the same covenants and conditions as in this lease
(save that the Assignor shall not be required to procure an authorised
guarantee agreement in respect of its obligations under the new lease).
4.4 The Assignor covenants with the Landlord to pay on demand an amount
calculated in accordance with paragraph 4.5 of this Schedule if:-
4.4.1 a Trigger Event occurs; and
4.4.2 the Assignor's obligations under paragraph 3 of this Schedule are
determined; and
4.4.3 the Landlord does not require the Assignor to accept a new lease in
accordance with paragraph 4.2 of this Schedule; and
4.4.4 either (in the case of disclaimer) no vesting order is made in respect of
this lease or (in the case of forfeiture) relief from forfeiture has not
been granted to any person.
4.5 The amount referred to in paragraph 4.4 of this Schedule shall be equal to
the rent reserved by this lease for the period commencing with the date of
the Trigger Event and ending on the earlier of:-
4.5.1 the date six months after the Trigger Event; and
4.5.2 the date (if any) upon which the Premises are re-let.
5 Any provision of this Schedule which is rendered void by virtue of section
25 of the Landlord and Tenant (Covenants) Xxx 0000 shall be severed from
all remaining provisions and the remaining provisions shall be preserved.
6 If any provision in this Schedule extends beyond the limits permitted by
section 25 of the Landlord and Tenant (Covenants) Xxx 0000 that provision
shall be deemed to be varied so as not to extend beyond those limits.
Signed as a deed by Xxxxxx Xxxxx
a duly authorised (in Signature(s):/s/ Xxxxxx Xxxxx
accordance with the law of the
British Virgin Islands) attorney in fact of
ALCONBURY PROPERTIES II LIMITED (a company
incorporated in the British Virgin
Islands) for and on its behalf in the
presence of:- Attorney in fact
Witness Signature /s/ Xxxx Xxxxxxxx
Witness Name Xxxx Xxxxxxxx
Address 000 Xxxxxxxxx 00xx Xxx Xxxxxx XX 00000
Occupation Attorney
Date: 2 June 2005
Ref: 790/350257
Signed as a deed by SERVICEPHARM LIMITED
acting by [a director and its secretary]
[two directors] Signature:/s/ Xxxx Xxxx
Director
Signature:/s/ Xxxxxxx Xxxxxxxxxx
Secretary/Director
Signed as a deed by LIFE SCIENCES
RESEARCH INC. a company Signature(s):/s/ Xxxx Xxxx
incorporated in [Maryland U.S.A.]
by Xxxx Xxxx being [a] person[s] who in
accordance with the laws of that
territory [is] [are] acting under the
authority of the Company Authorised [signatory] [signatories]
Date: 2 June 2005
Ref: 790/350257
